GSAMP Trust 2006-S3 · 424B5 · On 4/27/06

Filed On 4/27/06 7:24am ET   ·   SEC File 333-132809-03   ·   Accession Number 930413-6-3212

Prospectus   ·   Rule 424(b)(5)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus                                           285  1,423K 

Document Table of Contents

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                                                    Filed Pursuant to Rule 424B5
                                                 Registration  No. 333-132809-03

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MARCH 31, 2006

$459,106,000
(Approximate)(1)
Mortgage Pass-Through Certificates, Series 2006-S3

 GSAMP TRUST 2006-S3
Issuing Entity

GS MORTGAGE SECURITIES CORP.
 Depositor

GOLDMAN SACHS MORTGAGE COMPANY
 Sponsor

 OCWEN LOAN SERVICING, LLC
Servicer

--------------------------------------------------------------------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-14 IN THIS PROSPECTUS   
SUPPLEMENT AND PAGE 2 IN THE ACCOMPANYING PROSPECTUS.                           

The certificates will represent interests in GSAMP Trust 2006-S3 only and will  
not represent interests in or obligations of the depositor, the underwriter, the
servicer, Goldman Sachs Mortgage Company, the trustee or any of their respective
affiliates.                                                                     

This prospectus supplement may be used to offer and sell the offered            
certificates only if accompanied by the prospectus                              
--------------------------------------------------------------------------------

The following securities are being offered:                                     

APPROXIMATE INITIAL       PASS-                               
       CLASS PRINCIPAL        THROUGH                            RATINGS
CLASS         BALANCE(1)           RATE              TYPE          (S&P/MOODY'S)
--------------------------------------------------------------------------------
A-1         $240,738,000        6.085%(2)          Senior            AAA/Aaa  
A-2         $ 75,000,000        5.769%(3)          Senior            AAA/Aaa  
A-3         $ 20,000,000        Variable(4)        Senior            AAA/Aaa  
M-1         $ 47,221,000        Variable(5)      Subordinate         AA/Aa2   
M-2         $ 12,609,000        Variable(6)      Subordinate         AA-/Aa3  
M-3         $ 23,734,000        Variable(7)      Subordinate          A/A2    
M-4         $ 11,373,000        Variable(8)      Subordinate          A-/A3   
M-5         $ 10,631,000        7.175%(9)        Subordinate        BBB+/Baa1 
M-6         $  7,911,000        7.325%(10)       Subordinate        BBB/Baa2  
M-7         $  9,889,000        7.000%(11)       Subordinate        BBB-/Baa3 

----------                                                                      
Footnotes appear on the following page                                          

Each class of certificates will receive monthly distributions of interest,      
principal or both, commencing on May 25, 2006. The table above contains a list  
of the classes of offered certificates, including the initial class principal   
balance, pass-through rate, and special characteristics of each class.          

ASSETS OF THE ISSUING ENTITY--                                                  

     o     Fixed-rate mortgage loans secured by second lien mortgages or deeds
of trust on residential real properties.                

CREDIT ENHANCEMENT--                                                            

o     Subordination of the subordinate certificates to the senior   
     certificates as described in this prospectus supplement under
      "DESCRIPTION OF THE CERTIFICATES-DISTRIBUTIONS OF INTEREST AND
PRINCIPAL";                                             

o     A yield maintenance agreement as described in this prospectus 
           supplement under "DESCRIPTION OF THE CERTIFICATES-YIELD MAINTENANCE
AGREEMENT"; and                                         

o     Excess interest and overcollateralization as described in this
prospectus supplement under "DESCRIPTION OF THE         
CERTIFICATES-OVERCOLLATERALIZATION PROVISIONS."         

Goldman, Sachs & Co., the underwriter, will offer the offered certificates from 
time to time in negotiated transactions or otherwise at varying prices to be    
determined at the time of sale plus accrued interest, if any, from the closing  
date. The proceeds to GS Mortgage Securities Corp. from the sale of the offered 
certificates (excluding accrued interest) will be approximately 99.92% of the   
class principal balance of the offered certificates before deducting expenses.  
The underwriter's commission will be the difference between the price it pays to
GS Mortgage Securities Corp. for the offered certificates and the amount it     
receives from the sale of the offered certificates to the public.               

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES         
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINED
THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS ACCURATE OR COMPLETE. ANY  
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. GS MORTGAGE SECURITIES    
CORP. WILL NOT LIST THE OFFERED CERTIFICATES ON ANY SECURITIES EXCHANGE OR ON   
ANY AUTOMATED QUOTATION SYSTEM OF ANY SECURITIES ASSOCIATION.                   

GOLDMAN, SACHS & CO.
 The date of this prospectus supplement is April 25, 2006.

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----------                                                                      
(1)   Subject to a variance of +/-(10)%.                                        

(2)   The Class A-1 certificates will have a pass-through rate equal to 6.085%  
    (6.585% after the first distribution date on which the optional clean-up
call is exercisable).                                               

(3)   The Class A-2 certificates will have a pass-through rate equal to 5.769%  
    (6.269% after the first distribution date on which the optional clean-up
call is exercisable).                                               

(4)   The Class A-3 certificates will have a pass-through rate equal to the     
lesser of (i) one-month LIBOR plus 0.200% (0.400% after the first   
      distribution date on which the optional clean-up call is exercisable), and
(ii) the WAC Cap, as described in this prospectus supplement under  
"DESCRIPTION OF THE CERTIFICATES--DISTRIBUTIONS."                   

(5)   The Class M-1 certificates will have a pass-through rate equal to the     
lesser of (i) one-month LIBOR plus 0.370% (0.555% after the first   
      distribution date on which the optional clean-up call is exercisable), and
(ii) the WAC Cap.                                                   

(6)   The Class M-(2) certificates will have a pass-through rate equal to the   
lesser of (i) one-month LIBOR plus 0.390% (0.585% after the first   
      distribution date on which the optional clean-up call is exercisable), and
(ii) the WAC Cap.                                                   

(7)   The Class M-(3) certificates will have a pass-through rate equal to the   
lesser of (i) one-month LIBOR plus 0.520% (0.780% after the first   
      distribution date on which the optional clean-up call is exercisable), and
(ii) the WAC Cap.                                                   

(8)   The Class M-4 certificates will have a pass-through rate equal to the     
lesser of (i) one-month LIBOR plus 0.580% (0.870% after the first   
      distribution date on which the optional clean-up call is exercisable), and
(ii) the WAC Cap.                                                   

(9)   The Class M-5 certificates will have a pass-through rate equal to the     
   lesser of (i) 7.175% (7.675% after the first distribution date on which
the optional clean-up call is exercisable) and (ii) the WAC Cap.    

(10)  The Class M-6 certificates will have a pass-through rate equal to the     
   lesser of (i) 7.325% (7.825% after the first distribution date on which
the optional clean-up call is exercisable) and (ii) the WAC Cap.    

(11)  The Class M-7 certificates will have a pass-through rate equal to the     
   lesser of (i) 7.000% (7.500% after the first distribution date on which
the optional clean-up call is exercisable) and (ii) the WAC Cap.    

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IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS

We provide information to you about the certificates in two separate
documents that progressively provide more detail: (a) the prospectus, which     
provides general information, some of which may not apply directly to your      
series of certificates, and (b) this prospectus supplement, which describes the 
specific terms of your series of certificates.                                  

We include cross-references in this prospectus supplement and the   
prospectus to captions in these materials where you can find further related    
discussions. The following table of contents and the table of contents included 
in the prospectus provide the pages on which these captions are located.        

      Capitalized terms used in this prospectus supplement and in the prospectus
are either defined in the "GLOSSARY OF TERMS" beginning on page S-109 of this   
prospectus supplement, or have the meanings given to them on the page indicated 
in the "INDEX" beginning on page 129 of the prospectus.                         

      In this prospectus supplement, the terms "depositor", "we", "us" and "our"
refer to GS Mortgage Securities Corp.                                           

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EUROPEAN ECONOMIC AREA

In relation to each Member State of the European Economic Area which has        
implemented the Prospectus Directive (each, a "Relevant Member State"), the     
underwriter has represented and agreed that with effect from and including the  
date on which the Prospectus Directive is implemented in that Relevant Member   
State (the "Relevant Implementation Date") it has not made and will not make an 
offer of certificates to the public in that Relevant Member State prior to the  
publication of a prospectus in relation to the certificates which has been      
approved by the competent authority in that Relevant Member State or, where     
appropriate, approved in another Relevant Member State and notified to the      
competent authority in that Relevant Member State, all in accordance with the   
Prospectus Directive, except that it may, with effect from and including the    
Relevant Implementation Date, make an offer of certificates to the public in    
that Relevant Member State at any time:                                         

(a)   to legal entities which are authorised or regulated to operate in the     
    financial markets or, if not so authorised or regulated, whose corporate
purpose is solely to invest in securities;                          

(b)   to any legal entity which has two or more of (1) an average of at least   
      250 employees during the last financial year; (2) a total balance sheet of
  more than (euro)43,000,000 and (3) an annual net turnover of more than
      (euro)50,000,000, as shown in its last annual or consolidated accounts; or

(c)   in any other circumstances which do not require the publication by the    
  issuing entity of a prospectus pursuant to Article 3 of the Prospectus
Directive.                                                          

For the purposes of this provision, the expression an "offer of certificates to 
the public" in relation to any certificates in any Relevant Member State means  
the communication in any form and by any means of sufficient information on the 
terms of the offer and the certificates to be offered so as to enable an        
investor to decide to purchase or subscribe the certificates, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive
in that Member State and the expression "Prospectus Directive" means Directive  
2003/71/EC and includes any relevant implementing measure in each Relevant      
Member State.                                                                   

UNITED KINGDOM

The underwriter has represented and agreed that:                                

(a)   it has only communicated or caused to be communicated and will only       
  communicate or cause to be communicated an invitation or inducement to
  engage in investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act (the "FSMA")) received by it in  
     connection with the issue or sale of the certificates in circumstances in
     which Section 21(1) of the FSMA does not apply to the issuing entity; and

(b)   it has complied and will comply with all applicable provisions of the FSMA
   with respect to anything done by it in relation to the certificates in,
from or otherwise involving the United Kingdom.                     

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 TABLE OF CONTENTS

SUMMARY INFORMATION..........................................................S-6
RISK FACTORS................................................................S-14
THE MORTGAGE LOAN POOL......................................................S-30
    General.................................................................S-30
    The Mortgage Loans(1)...................................................S-31
    Prepayment Premiums.....................................................S-32
    Fremont Underwriting Guidelines.........................................S-32
    Long Beach Underwriting Guidelines......................................S-37
    Credit Scores...........................................................S-40
THE SERVICER................................................................S-41
    General.................................................................S-41
    Ocwen Loan Servicing, LLC...............................................S-41
    Compensation of the Servicer............................................S-46
    Indemnification and Third Party Claims..................................S-46
    Limitation of Liability of the Servicer.................................S-47
Merger or Consolidation of the Servicer;                                
       Resignation..........................................................S-47
THE SPONSOR.................................................................S-47
STATIC POOL INFORMATION.....................................................S-48
THE DEPOSITOR...............................................................S-48
THE ISSUING ENTITY..........................................................S-48
THE TRUSTEE.................................................................S-48
THE CUSTODIANS..............................................................S-49
DESCRIPTION OF THE CERTIFICATES.............................................S-50
    Book-Entry Registration.................................................S-51
    Definitive Certificates.................................................S-54
    Assignment of the Mortgage Loans........................................S-55
    Delivery of Mortgage Loan Documents.....................................S-56
Representations and Warranties Relating                                 
       to the Mortgage Loans................................................S-58
    Payments on the Mortgage Loans..........................................S-65
    Distributions...........................................................S-67
    Administration Fees.....................................................S-67
Priority of Distributions Among                                         
       Certificates.........................................................S-67
    Distributions of Interest and Principal.................................S-68
    Calculation of One-Month LIBOR..........................................S-73
    Excess Reserve Fund Account.............................................S-73
    Yield Maintenance Agreement.............................................S-74
    Overcollateralization Provisions........................................S-75
    Reports to Certificateholders...........................................S-76
THE POOLING AND SERVICING AGREEMENT.........................................S-78
    General.................................................................S-78
    Subservicers............................................................S-78
Servicing, Trustee and Custodial Fees                                   
and Other Compensation and Payment                                
       of Expenses..........................................................S-79
    P&I Advances and Servicing Advances.....................................S-79
    Prepayment Interest Shortfalls..........................................S-80
Advance Facility; Pledge of Servicing                                   
       Rights...............................................................S-80
    Servicer Reports........................................................S-81
Collection and Other Servicing                                          
       Procedures...........................................................S-82
    Hazard Insurance........................................................S-82
Realization Upon Defaulted Mortgage                                     
       Loans................................................................S-83
Optional Repurchase of Delinquent                                       
       Mortgage Loans.......................................................S-83
Removal and Resignation of the                                          
       Servicer.............................................................S-84
Eligibility Requirements for Trustee;                                   
       Resignation and Removal of Trustee...................................S-85
    Termination; Optional Clean-up Call.....................................S-86
    Amendment...............................................................S-87
Certain Matters Regarding the Depositor,                                
the Servicer, the Custodians and the                              
       Trustee..............................................................S-88
PREPAYMENT AND YIELD CONSIDERATIONS.........................................S-89
    Structuring Assumptions.................................................S-89
    Defaults in Delinquent Payments.........................................S-92
    Prepayment Considerations and Risks.....................................S-92
    Overcollateralization Provisions........................................S-93
    Subordinated Certificates...............................................S-94
Weighted Average Lives of the Offered                                   
       Certificates.........................................................S-95
    Decrement Tables........................................................S-95
    WAC Cap................................................................S-101
    Last Scheduled Distribution Date.......................................S-102
USE OF PROCEEDS............................................................S-102
FEDERAL INCOME TAX CONSEQUENCES............................................S-102
    General................................................................S-103
    Taxation of Regular Interests..........................................S-103
    Status of the Offered Certificates.....................................S-104
    The Basis Risk Contract Component......................................S-104
    Other Matters..........................................................S-104
STATE AND LOCAL TAXES......................................................S-104
ERISA CONSIDERATIONS.......................................................S-105
LEGAL INVESTMENT...........................................................S-106
METHOD OF DISTRIBUTION.....................................................S-107
LEGAL MATTERS..............................................................S-107
RATINGS S-107                                                                   
GLOSSARY OF TERMS..........................................................S-109
ANNEX I  CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS..........I-1
ANNEX II  YIELD MAINTENANCE AGREEMENT NOTIONAL AMOUNT AMORTIZATION              
    SCHEDULE................................................................II-1
SCHEDULE A - STRUCTURAL AND COLLATERAL TERM SHEET............................A-1

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 SUMMARY INFORMATION

      The following summary highlights selected information from this prospectus
supplement. It does not contain all of the information you need to consider in  
making your investment decision. To understand the terms of the offered         
certificates, read carefully this entire prospectus supplement and the          
prospectus.                                                                     

     This summary provides an overview of certain calculations, cash flows and
other information to aid your understanding. This summary is qualified by the   
full description of these calculations, cash flows and other information in this
prospectus supplement and the prospectus.                                       

THE TRANSACTION PARTIES                                                         

   SPONSOR. Goldman Sachs Mortgage Company, a New York limited partnership
with its principal executive offices at 85 Broad Street, New York, New York     
10004, telephone number (212) 902-1000.                                         

    DEPOSITOR. GS Mortgage Securities Corp., a Delaware corporation with its
principal executive offices at 85 Broad Street, New York, New York 10004,       
telephone number (212) 902-1000.                                                

ISSUING ENTITY. GSAMP Trust 2006-S3.                                

TRUSTEE. Deutsche Bank National Trust Company, a national banking   
association. The corporate trust office of the trustee is located at 1761 East  
St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust            
Administration - GS063S, and its telephone number is (714) 247-6000. For a      
description of the trustee, see "THE TRUSTEE" in this prospectus supplement.    

      ORIGINAL SELLERS. Fremont Investment & Loan, a California industrial bank,
and Long Beach Mortgage Company, a Delaware corporation. The principal executive
office of Fremont is located at 2727 East Imperial Highway, Brea, California    
92808 and its telephone number is (714) 961-5000. The principal executive office
of Long Beach is located at 1400 South Douglass Road, Suite 100, Anaheim,       
California 92806, and its telephone number is (800) 743-3336. The original loan 
sellers also include certain entities that sold mortgage loans to the sponsor   
under its mortgage conduit program. Pursuant to the mortgage conduit program,   
the sponsor purchases mortgage loans originated by the original loan sellers if 
the mortgage loans generally satisfy the sponsor's underwriting guidelines.     

      SERVICER. Ocwen Loan Servicing, LLC, a Delaware limited liability company.
The principal executive office of the servicer is located at 1661 Worthington   
Road, Centrepark West, Suite 100, West Palm Beach, Florida 33409, and its       
telephone number is (561) 682-8177. See "THE SERVICER" in this prospectus       
supplement.                                                                     

    CUSTODIANS. Wells Fargo Bank, N.A., a national banking association, will
act as custodian with respect to the Fremont mortgage loans. J.P. Morgan Trust  
Company, National Association, a national banking association, will act as a    
custodian with respect to approximately 88.80% of the Conduit mortgage loans,   
and U.S. Bank National Association, a national banking association, will act as 
a custodian with respect to approximately 11.20% of the Conduit mortgage loans. 
The trustee will have the custodial responsibilities with respect to the        
mortgage files for all of the Long Beach mortgage loans. The principal executive
office of Wells Fargo Bank, N.A. is located at 1015 10th Avenue SE, Minneapolis,
Minnesota 55414, and its telephone number is (612) 667-1117. The principal      
executive office of J.P. Morgan Trust Company, National Association is located  
at 2220 Chemsearch Boulevard, Suite 150, Irving, Texas 75062, and its telephone 
number is (972) 785-5274. The principal executive office of U.S. Bank is located
at U.S. Bancorp Center, 800 Nicoliet Mall, Minneapolis, Minnesota 55402, and its
telephone number is (651) 695-6105.                                             

YIELD MAINTENANCE AGREEMENT PROVIDER. Goldman Sachs Mitsui Marine   
Derivative Products, L.P., a Delaware limited partnership, will provide a yield 
maintenance agreement for                                                       

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this transaction. The principal executive office of the swap provider is located
at 85 Broad Street New York, NY 10004 and its telephone number is (212)         
902-1000. See "DESCRIPTION OF THE CERTIFICATES--YIELD MAINTENANCE AGREEMENT" in 
this prospectus supplement.                                                     

 The following diagram illustrates the various parties involved in the
transaction and their functions.                                                

-------------------------                                                       
Fremont Investment &                                                        
Loan and Long Beach                                                         
Mortgage Company                                                        
(Original Loan Sellers)                                                         
-------------------------                                                       
|                                                           
|  Loans                                                    
|                                                           
|                                                           
\ /                                                           
-------------------------                                                       
 Goldman Sachs Mortgage                                 ------------------------
      Company                                           Goldman Sachs Mitsui
    (Sponsor)                                            Marine Derivative
-------------------------                              /      Products, L.P.    
       |  Loans                                    /    (Yield Maintenance
        |                                          /     Agreement Provider)
         \ /                                        /   ------------------------
-------------------------                          /      Ocwen Loan Servicing, 
GS Mortgage Securities                           /     /          LLC         
   Corp                                   /     /       (Servicer)
      (Depositor)                               /     / ------------------------
-------------------------                      /     /   Deutsche Bank National 
     |                                   /     /   /     Trust Company
   |  Loans                           /     /   /        (Trustee)
          |                                 /     /   / ------------------------
        |                                /     /   /       Wells Fargo Bank,
        |                               /     /   /        N.A., J.P. Morgan
         \ /                             /     /   /      National Trust Company
---------------- ---------              /     /   /       and U.S. Bank National
GSAMP Trust 2006-S3      ----------- / --- / --/             Association    
(Issuing Entity)                                          (Custodians)  
-------------------------                               ------------------------

THE OFFERED CERTIFICATES                                                        

      The GSAMP Trust 2006-S3 will issue the Mortgage Pass-Through Certificates,
Series 2006-S3. Ten classes of the certificates - Class A-1, Class A-2, Class   
A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class 
M-7 - are being offered to you by this prospectus supplement. The Class A-3,    
Class M-1, Class M-2, Class M-3 and Class M-4 certificates are sometimes        
referred to as the "LIBOR certificates" in this prospectus supplement. The Class
A-1, Class A-2, Class M-5, Class M-6, Class M-7, Class B-1 and Class B-2        
certificates are sometimes referred to as the "Fixed certificates" in this      
prospectus supplement. The Class A-1, Class A-2, Class A-3, Class M-1, Class    
M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7 certificates      
represent interests in all of the mortgage loans in the trust.                  

THE OTHER CERTIFICATES                                                          

   The trust will also issue six other classes of certificates - the Class
B-1, Class B-2, Class X, Class X-1, Class P and Class R certificates - that will
not be offered under this prospectus supplement.                                

      The Class B-1 certificates will have an initial class principal balance of
approximately $12,856,000. The Class B-1 certificates represent interests in all
of the mortgage loans in the trust.                                             

      The Class B-2 certificates will have an initial class principal balance of
approximately $8,406,000. The Class B-2 certificates represent interests in all 
of the mortgage loans in the trust.                                             

     The Class X certificates will evidence the overcollateralization required
by the pooling and servicing agreement. As of the closing date the amount of    
initial overcollateralization is equal to approximately 2.85%.                  

The Class X-1 certificates will be entitled to any recoveries on    
charged-off loans that are released from the trust as described in the pooling  
and servicing agreement.                                                        

      The Class P certificates will not have a principal balance and will not be
entitled to distributions in respect of principal or interest. The Class P      
certificates will be entitled to all prepayment premiums or charges received in 
respect of the mortgage loans.                                                  

   The Class R certificates are not expected to receive any distributions.

 The certificates will represent fractional undivided interests in the
assets of the trust, which consist primarily of the mortgage loans.             

STRUCTURAL OVERVIEW                                                             

     The following chart illustrates generally the distribution priorities and
the subordination features applicable to the offered certificates.              

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    |     -----------------    / \
   |         Class A-1,        |
   |         Class A-2,        |
   |         Class A-3*        |
   |     -----------------     |
   |                           |
   |         Class M-1         |
   |     -----------------     |
   |                           |
   |         Class M-2         |
   |     -----------------     |
   |                           |
Accrued        |         Class M-3         |            
certificate    |     -----------------     |            
interest,      |                           |     Losses 
then           |         Class M-4         |            
principal      |     -----------------     |            
   |                           |
   |         Class M-5         |
   |     -----------------     |
   |                           |
   |         Class M-6         |
   |     -----------------     |
   |                           |
\ /        Class M-7        
   -----------------
   Non-Offered
  Certificates
   -----------------

*Principal distributions to the Class A-1, Class A-2 and Class A-3 certificates 
will be distributed sequentially, to the Class A-1, Class A-2 and Class A-3     
certificates, in that order, in each case until the class certificate balance   
thereof has been reduced to zero.                                               

CLOSING DATE                                                                    

On or about April 27, 2006.                                         

CUT-OFF DATE                                                                    

      April 1, 2006. All statistical information regarding the mortgage loans in
this prospectus supplement is based on the scheduled principal balances of the  
mortgage loans as of the cut-off date.                                          

DISTRIBUTION DATE                                                               

  Distributions on the certificates will be made on the 25th day of each
month, or, if the 25th day is not a business day, on the next business day,     
beginning in May 2006, to the holders of record on the preceding record date.   

LAST SCHEDULED DISTRIBUTION DATE                                                

      The last scheduled distribution date is the distribution date in May 2036.
See "PREPAYMENT AND YIELD CONSIDERATIONS--LAST SCHEDULED DISTRIBUTION DATE" in  
this prospectus supplement.                                                     

RECORD DATE                                                                     

  The record date for the offered certificates for any distribution date
will be the last business day of the applicable interest accrual period, unless 
the certificates are issued in definitive form, in which case the record date   
will be the last business day of the month preceding the month in which the     
related distribution date occurs.                                               

PASS-THROUGH RATES                                                              

     The pass-through rates for each class of LIBOR certificates will be equal
to the sum of one-month LIBOR plus a fixed margin, subject to caps on those     
pass-through rates described in this prospectus supplement under "DESCRIPTION OF
THE CERTIFICATES--DISTRIBUTIONS." The fixed margins will increase on the first  
day of the interest accrual period for the distribution date after the date on  
which the optional clean-up call is first exercisable as described under        
"DESCRIPTION OF THE CERTIFICATES--DISTRIBUTIONS OF INTEREST AND PRINCIPAL" and  
"THE POOLING AND SERVICING AGREEMENT--TERMINATION; OPTIONAL CLEAN-UP CALL" in   
this prospectus supplement. Interest will accrue on the LIBOR certificates on   
the basis of a 360-day year and the actual number of days elapsed in the        
applicable interest accrual period.                                             

   The pass-through rate for the Class A-1 certificates will be equal to a
fixed interest rate of 6.085%. The fixed pass-through rate on the Class A-1     
certificates will increase to 6.585% per annum on the first day of the interest 
accrual period for the distribution date after the date on which the optional   
clean-up call is first exercisable. The pass-through rate for the Class A-2     
certificates will be equal to a fixed interest rate of 5.769%. The fixed        
pass-through rate on the Class A-2 certificates will increase to 6.269% per     
annum on the first day of the interest accrual period for the distribution date 
after the date on which the optional clean-up call is first exercisable. The    
pass-through rate for the Class M-5 certificates will be a fixed interest rate  
of 7.175%, subject to a cap described in this prospectus supplement under       
"DESCRIPTION OF THE CERTIFICATES--DISTRIBUTIONS." The fixed pass-through rate on
the Class M-5 certificates will increase to 7.675% per annum on the first day of
the interest accrual period for the distribution date after the date on which   
the optional clean-up call is first exercisable. The pass-through rate for the  
Class M-6 certificates will be equal to a fixed interest rate of 7.325%, subject
to a cap described in this prospectus supplement under "DESCRIPTION OF THE      
CERTIFICATES--DISTRIBUTIONS." The fixed pass-through rate on the Class M-6      
certificates will increase to 7.825% per annum on the first day of the interest 
accrual period for the distribution date after the date on which the optional   
clean-up call is first exercisable. The                                         

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pass-through rate for the Class M-7 certificates will be equal to a fixed       
interest rate of 7.000%, subject to a cap described in this prospectus          
supplement under "DESCRIPTION OF THE CERTIFICATES--DISTRIBUTIONS." The fixed    
pass-through rate on the Class M-7 certificates will increase to 7.500% per     
annum on the first day of the interest accrual period for the distribution date 
after the date on which the optional clean-up call is first exercisable. The    
pass-through rate for the Class B-1 certificates will be equal to a fixed       
interest rate of 7.000%, subject to a cap described in this prospectus          
supplement under "DESCRIPTION OF THE CERTIFICATES--DISTRIBUTIONS." The fixed    
pass-through rate on the Class B-1 certificates will increase to 7.500% per     
annum on the first day of the interest accrual period for the distribution date 
after the date on which the optional clean-up call is first exercisable. The    
pass-through rate for the Class B-2 certificates will be equal to a fixed       
interest rate of 7.000%, subject to a cap described in this prospectus          
supplement under "DESCRIPTION OF THE CERTIFICATES--DISTRIBUTIONS." The fixed    
pass-through rate on the Class B-2 certificates will increase to 7.500% per     
annum on the first day of the interest accrual period for the distribution date 
after the date on which the optional clean-up call is first exercisable.        
Interest will accrue on the Fixed certificates on the basis of a 360-day year   
and 30 days elapsed in the applicable interest accrual period.                  

INTEREST ACCRUAL PERIOD                                                         

The interest accrual period for the LIBOR certificates for any      
distribution date will be the period from and including the preceding           
distribution date (or, in the case of the first distribution date, the closing  
date) through the day before the current distribution date.                     

The interest accrual period for the Fixed certificates for any      
distribution date will be the calendar month preceding the month in which the   
distribution date occurs.                                                       

DISTRIBUTION PRIORITIES                                                         

    Distributions on the certificates will be made on each distribution date
from available funds (after giving effect to the payment of any fees and        
expenses of the servicer, trustee and the custodians) and will be made to the   
classes of certificates in the following order of priority:                     

      (a) from the portion of the available funds allocable to interest payments
on the mortgage loans, (i) first, to the Class A-1, Class A-2 and Class A-3     
certificates, their accrued certificate interest for the related interest       
accrual period and any unpaid interest amounts from prior distribution dates,   
allocated pro rata based on their respective entitlements to those amounts, and 
(ii) second, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class B-1 and Class B-2 certificates, in that order, their      
accrued certificate interest;                                                   

      (b) (1) on each distribution date prior to the Stepdown Date or on which a
Trigger Event is in effect, (i) first, sequentially, to the Class A-1, Class A-2
and Class A-3 certificates, in that order, in each case until the class         
certificate balance thereof has been reduced to zero, and (ii) second, to the   
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,    
Class B-1 and Class B-2 certificates, in that order, until their respective     
class certificate balances have been reduced to zero;                           

     (2) on each distribution date on and after the Stepdown Date and on which
a Trigger Event is not in effect, (i) first, an amount equal to the principal   
distribution entitlement for the Class A-1, Class A-2 and Class A-3 certificates
(as further described in "DESCRIPTION OF THE CERTIFICATES--DISTRIBUTIONS OF     
INTEREST AND PRINCIPAL"), until their aggregate class certificate balance has   
been reduced to zero, allocated sequentially, to the Class A-1, Class A-2 and   
Class A-3 certificates, in that order, in each case until the class certificate 
balance thereof has been reduced to zero, and (ii) second, to the Class M-1,    
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class B-1 and 
Class B-2 certificates, in that order, in each case in an amount equal to the   
principal distribution entitlement for that class of certificates (as further   
described in "DESCRIPTION OF THE CERTIFICATES--DISTRIBUTIONS OF INTEREST AND    
PRINCIPAL"), until their respective class certificate balances have been reduced
to zero;                                                                        

   (c) any amount remaining after the distributions in clauses (a) and (b)
above, (i) first, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, 
Class M-6, Class M-7, Class B-1 and Class B-2 certificates, in that order, any  
unpaid interest amounts from prior distribution dates for those classes, (ii)   
second, to the excess reserve fund account, an amount equal to any Basis Risk   
Carry Forward Amount (as defined in the "GLOSSARY OF TERMS" in this prospectus  
supplement) for that distribution date (to the extent not covered by yield      
maintenance agreement payments), (iii) third, from funds on deposit in the      
excess reserve fund account                                                     

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(other than any amounts representing yield maintenance agreement payments), an  
amount equal to any Basis Risk Carry Forward Amount with respect to the LIBOR   
certificates and the Class M-5, Class M-6, Class M-7, Class B-1 and Class B-2   
certificates for that distribution date in the same order and priority in which 
accrued certificate interest is allocated among those classes of certificates,  
(iv) fourth, to the offered certificates and the Class B-1 certificates and     
Class B-2 certificates, any Relief Act Shortfalls, on a pro rata basis, (v)     
fifth, to the Class X certificates, those amounts as set forth in the pooling   
and servicing agreement, and (vi) sixth, to the Class R certificates, any       
remaining amount.                                                               

   On each distribution date, the trustee is required to distribute to the
holders of the Class P certificates all amounts representing prepayment premiums
received in respect of the mortgage loans during the related prepayment period. 

  "STEPDOWN DATE" is defined in the "GLOSSARY OF TERMS" included in this
prospectus supplement and generally means the earlier to occur of (a) the date  
on which the aggregate class certificate balance of the Class A certificates has
been reduced to zero and (b) the later to occur of (i) the distribution date in 
May 2009 and (ii) the first distribution date on which the subordination below  
the Class A certificates is greater than or equal to 71.60% of the aggregate    
stated principal balance of the mortgage loans for that distribution date.      

  "TRIGGER EVENT" is defined in the "GLOSSARY OF TERMS" included in this
prospectus supplement and generally means with respect to any distribution date,
the circumstances in which (i) the rolling three month average of the aggregate 
unpaid principal balance of the mortgage loans that are 60 days delinquent or   
more or (ii) the aggregate amount of realized losses incurred since the cut off 
date, in each case, exceeds the applicable percentages described in the         
definition of "Trigger Event" included in the "GLOSSARY OF TERMS."              

CREDIT ENHANCEMENT                                                              

 The credit enhancement provided for the benefit of the holders of the
certificates consists solely of:                                                

      o     the use of excess interest to cover losses on the mortgage loans and
as distribution of principal to build or maintain       
overcollateralization,                                  

o     overcollateralization,                                        

    o     the subordination of distributions on the more subordinate classes
        of certificates to the required distributions on the more senior
classes of certificates,                                

o     a yield maintenance agreement, and                            

o     the allocation of losses on the mortgage loans to the most    
subordinate classes of certificates then outstanding.   

YIELD MAINTENANCE AGREEMENT                                                     

    The certificates will have the benefit of a yield maintenance agreement,
provided by Goldman Sachs Mitsui Marine Derivative Products, L.P., to cover     
certain shortfalls in interest and to restore overcollateralization to cover    
losses. All obligations of the depositor or the trust under the yield           
maintenance agreement will be paid on or prior to the closing date. For further 
information regarding the yield maintenance agreement, see "DESCRIPTION OF THE  
CERTIFICATES--YIELD MAINTENANCE AGREEMENT" in this prospectus supplement.       

THE MORTGAGE LOANS                                                              

The mortgage loans to be included in the trust will be closed-end   
fixed-rate mortgage loans secured by second lien mortgages or deeds of trust on 
residential real properties. All of the mortgage loans were purchased by the    
sponsor from (a) Fremont Investment & Loan, (b) Long Beach Mortgage Company, and
(c) various mortgage loan sellers through Goldman Sachs Mortgage Company's      
mortgage conduit program. Fremont Investment & Loan will make certain           
representations and warranties relating to the mortgage loans it sold to the    
sponsor. Long Beach Mortgage Company has made certain representations and       
warranties relating to the mortgage loans it sold to the sponsor. In addition,  
Goldman Sachs Mortgage Company will make certain representations and warranties 
with respect to the mortgage loans.                                             

     All percentages with respect to the characteristics of the mortgage loans
shown in this prospectus supplement and in schedule A to this prospectus        
supplement are subject to a variance of plus or minus 5%. The aggregate stated  
principal balance of the mortgage loans is                                      

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subject to a variance of plus or minus 10%. If any material pool characteristic 
of the mortgage loans on the closing date differs by more than 5% or more from  
the description of the mortgage loans in this prospectus supplement, updated    
pool characteristics will be filed in a report on Form 8-K to be filed with the 
Securities and Exchange Commission within four business days following the      
closing date.                                                                   

    On the closing date, the sponsor will transfer the mortgage loans to the
depositor and the trust will acquire the mortgage loans from the depositor. As  
of the cut-off date, the aggregate scheduled principal balance of the mortgage  
loans was approximately $494,460,534.                                           

   The mortgage loans have the following approximate characteristics as of
the cut-off date:                                                               

Scheduled Principal Balance:                           $494,460,534     
Number of Mortgage Loans:                                     8,274     
Average Scheduled Principal Balance:                        $59,761     
Weighted Average Gross Interest Rate:                       10.513%     
Weighted Average Net Interest Rate:(1)                      10.003%     
Weighted Average Current FICO Score:                            664     
Weighted Average Original Combined LTV Ratio:                99.29%     
Weighted Average Stated Remaining Term (months):                335     
Weighted Average Seasoning (months):                              5     

----------                                                                      
(1)   The weighted average net interest rate is equal to the weighted average   
gross interest rate less the servicing and trustee fee rates.       

SERVICING OF THE MORTGAGE LOANS                                                 

 Ocwen Loan Servicing, LLC will act as servicer of the mortgage loans,
provided that with respect to all of the mortgage loans acquired through Goldman
Sachs Mortgage Company's mortgage conduit program and with respect to           
approximately 1.60% of the mortgage loans acquired from Long Beach Mortgage     
Company, Ocwen will act as servicer commencing within 30 days of the closing    
date. The servicer will be obligated under the pooling and servicing agreement  
to service and administer the mortgage loans on behalf of the trust, for the    
benefit of the holders of the certificates. See "THE SERVICER" and "THE POOLING 
AND SERVICING AGREEMENT" in this prospectus supplement.                         

OPTIONAL TERMINATION OF THE TRUST                                               

     The majority holders in the aggregate of the Class X certificates may, at
their option, direct Ocwen Loan Servicing, LLC to purchase the mortgage loans   
and terminate the trust on any distribution date when the aggregate stated      
principal balance, as further described in this prospectus supplement, of the   
mortgage loans as of the last day of the related due period is equal to or less 
than 10% of the aggregate stated principal balance of the mortgage loans as of  
the cut-off date. In addition, Ocwen Loan Servicing, LLC may at its option      
purchase the mortgage loans and terminate the trust on any distribution date    
when the aggregate stated principal balance, as further described in this       
prospectus supplement, of the mortgage loans as of the last day of the related  
due period is equal to or less than 5% of the aggregate stated principal balance
of the mortgage loans as of the cut-off date Any such purchase of the mortgage  
loans would result in the final distribution on the certificates on that        
distribution date.                                                              

ADVANCES                                                                        

The servicer will be required to make cash advances with respect to 
delinquent payments of principal and interest on the mortgage loans and cash    
advances to preserve and protect the mortgaged property (such as for taxes and  
insurance) until the mortgage loans are 180 days delinquent in payment of       
principal and interest, unless the servicer reasonably believes that the cash   
advances cannot be repaid from future payments or other collections on the      
mortgage loans. These cash advances are only intended to maintain a regular flow
of scheduled                                                                    

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interest and principal payments on the certificates or to preserve and protect  
the mortgaged property and are not intended to guarantee or insure against      
losses.                                                                         

DENOMINATIONS                                                                   

The offered certificates will be issued in minimum denominations of 
$25,000 initial principal amount and integral multiples of $1 in excess of      
$25,000, except that one certificate of each class may be issued in an amount   
less than $25,000.                                                              

SERVICING, TRUSTEE AND CUSTODIAL FEES                                           

      The servicer is entitled with respect to each mortgage loan serviced by it
to a monthly servicing fee, which will be retained by the servicer from such    
mortgage loan or payable monthly from amounts on deposit in the collection      
account. The servicing fee will be an amount equal to interest at one twelfth of
a rate equal to 0.50% on the stated principal balance of each mortgage loan.    

   The trustee is entitled with respect to each mortgage loan to a monthly
trustee fee, which will be remitted to the trustee monthly by the servicer from 
amounts on deposit in the collection account. The trustee fee will be an amount 
equal to one twelfth of a rate not greater than 0.01% on the stated principal   
balance of each mortgage loan.                                                  

      Each custodian is entitled, with respect to each applicable mortgage loan,
to custodial fees in accordance with a fee schedule, which will be remitted to  
the custodians by the trustee and will be payable from the monthly trustee fee. 

OPTIONAL REPURCHASE OF DEFAULTED MORTGAGE LOANS                                 

    The depositor has the option, but is not obligated, to purchase from the
trust any mortgage loan that is 90 days or more delinquent as described in this 
prospectus supplement under "THE POOLING AND SERVICING AGREEMENT--OPTIONAL      
REPURCHASE OF DEFAULTED MORTGAGE LOANS."                                        

REQUIRED REPURCHASES OR SUBSTITUTIONS OF MORTGAGE LOANS                         

If with respect to any mortgage loan any of the representations and 
warranties made by Fremont Investment & Loan, Long Beach Mortgage Company or    
GSMC, as applicable, are breached in any material respect as of the date made,  
or there exists any uncured material document defect, Fremont Investment & Loan,
Long Beach Mortgage Company or GSMC, as applicable, will be obligated to        
repurchase, or except with respect to Long Beach Mortgage Company, substitute   
for, the mortgage loan as further described in this prospectus supplement under 
"DESCRIPTION OF THE CERTIFICATES--REPRESENTATIONS AND WARRANTIES RELATING TO    
MORTGAGE LOANS" and "--DELIVERY OF MORTGAGE LOAN DOCUMENTS."                    

  If a mortgagor with respect to a mortgage loan fails to make its first
payment (or first and second payment in the case of the Conduit mortgage loans) 
after the date that mortgage loan was purchased by GSMC from Fremont Investment 
& Loan, Long Beach Mortgage Company or the other original loan seller, as       
applicable, the trustee, at its option, may direct Fremont Investment & Loan,   
Long Beach Mortgage Company or GSMC, as applicable, to repurchase that mortgage 
loan as further described in this prospectus supplement under "DESCRIPTION OF   
THE CERTIFICATES--REPRESENTATIONS AND WARRANTIES RELATING TO THE MORTGAGE       
LOANS."                                                                         

ERISA CONSIDERATIONS                                                            

    Subject to the conditions described under "ERISA Considerations" in this
prospectus supplement, the offered certificates may be purchased by an employee 
benefit plan or other retirement arrangement subject to Title I of ERISA or     
Section 4975 of the Internal Revenue Code.                                      

FEDERAL TAX ASPECTS                                                             

      Thacher Proffitt & Wood LLP acted as tax counsel to GS Mortgage Securities
Corp. and is of the opinion that:                                               

  o     portions of the trust will be treated as one or more real estate
       mortgage investment conduits, or REMICs, for federal income tax
purposes,                                               

   o     the offered certificates and the Class B-1, Class B-2 and Class X
            certificates will represent regular interests in a REMIC, which will
be treated as debt instruments of a REMIC, and, with    

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       respect to the LIBOR Certificates and the Class M-5, Class M-6,
       Class M-7, Class B-1 and Class B-2 certificates, will represent
         interests in certain basis risk carry forward amounts pursuant to
the payment priorities in the transaction, and          

      o     each interest in basis risk carry forward amounts will be treated as
      an interest rate cap contract for federal income tax purposes.

LEGAL INVESTMENT                                                                

      The offered certificates will not constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as       
amended. If your investment activities are subject to legal investment laws and 
regulations, regulatory capital requirements, or review by regulatory           
authorities, then you may be subject to restrictions on investment in the       
offered certificates. You should consult your own legal advisors for assistance 
in determining the suitability of and consequences to you of the purchase,      
ownership, and sale of the offered certificates. See "RISK FACTORS--YOUR        
INVESTMENT MAY NOT BE LIQUID" in this prospectus supplement and "LEGAL          
INVESTMENT" in this prospectus supplement and in the prospectus.                

RATINGS                                                                         

    In order to be issued, the offered certificates must be assigned ratings
not lower than the following by Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. and Moody's Investors Service, Inc.:                            

CLASS                                 S&P        MOODY'S    
--------------------------------      ---        -------    
A-1.............................      AAA          Aaa      
A-2.............................      AAA          Aaa      
A-3.............................      AAA          Aaa      
M-1.............................       AA          Aa2      
M-2.............................      AA-          Aa3      
M-3.............................       A            A2      
M-4.............................       A-           A3      
M-5.............................      BBB+         Baa1     
M-6.............................      BBB          Baa2     
M-7.............................      BBB-         Baa3     

A security rating is not a recommendation to buy, sell or hold securities. These
ratings may be lowered or withdrawn at any time by any of the rating agencies.  

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RISK FACTORS

    THE OFFERED CERTIFICATES ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS.
IN PARTICULAR, YOU SHOULD NOT PURCHASE ANY CLASS OF OFFERED CERTIFICATES UNLESS 
YOU UNDERSTAND AND ARE ABLE TO BEAR THE PREPAYMENT, CREDIT, LIQUIDITY AND MARKET
RISKS ASSOCIATED WITH THAT CLASS DISCUSSED BELOW AND UNDER THE HEADING "RISK    
FACTORS" IN THE PROSPECTUS.                                                     

    THE OFFERED CERTIFICATES ARE COMPLEX SECURITIES AND IT IS IMPORTANT THAT
YOU POSSESS, EITHER ALONE OR TOGETHER WITH AN INVESTMENT ADVISOR, THE EXPERTISE 
NECESSARY TO EVALUATE THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT   
AND THE PROSPECTUS IN THE CONTEXT OF YOUR FINANCIAL SITUATION.                  

ALL PERCENTAGES OF MORTGAGE LOANS IN THIS "RISK FACTORS" SECTION ARE
PERCENTAGES OF THE SCHEDULED PRINCIPAL BALANCES OF THE MORTGAGE LOANS AS OF THE 
CUT-OFF DATE OF APRIL 1, 2006.                                                  

LESS STRINGENT UNDERWRITING       The mortgage loans were made, in part, to     
STANDARDS AND THE RESULTANT       borrowers who, for one reason or another, are 
POTENTIAL FOR DELINQUENCIES ON    not able, or do not wish, to obtain financing 
THE MORTGAGE LOANS COULD LEAD TO  from traditional sources. These mortgage      
LOSSES ON YOUR CERTIFICATES       loans may be considered to be of a riskier    
                                  nature than mortgage loans made by traditional
                                sources of financing, so that the holders of
                           the certificates may be deemed to be at
                             greater risk of loss than if the mortgage
                                loans were made to other types of borrowers.

                          The underwriting standards used in the
                                 origination of the mortgage loans held by the
                                 trust are generally less stringent than those
                                  of Fannie Mae or Freddie Mac with respect to a
                                  borrower's credit history and in certain other
                                 respects. Borrowers on the mortgage loans may
                              have an impaired or unsubstantiated credit
                               history. As a result of this less stringent
                                approach to underwriting, the mortgage loans
                                purchased by the trust may experience higher
                        rates of delinquencies, defaults and
                                 foreclosures than mortgage loans underwritten
                            in a manner which is more similar to the
                          Fannie Mae and Freddie Mac guidelines.

THE MORTGAGE LOANS ARE SECURED    All of the mortgage loans are secured by      
BY SUBORDINATE MORTGAGES; IN THE  second lien mortgages which are subordinate   
EVENT OF A DEFAULT, THE MORTGAGE  to the rights of the holder of the related    
LOANS ARE MORE LIKELY TO          senior mortgages.  As a result, the proceeds  
EXPERIENCE LOSSES                 from any liquidation, insurance or            
                                 condemnation proceedings will be available to
                                 satisfy the principal balance of the mortgage
                               loan only to the extent that the claims, if
                             any, of each related senior mortgagee are
                            satisfied in full, including any related
                                 foreclosure costs. In addition, a holder of a
                          subordinate or junior mortgage may not
                                foreclose on the mortgaged property securing
                                  such mortgage unless it either pays the entire
                         amount of the senior mortgages to the
                                  mortgagees at or prior to the foreclosure sale
                                 or undertakes the obligation to make payments
                             on each senior mortgage in the event of a
                              default under the mortgage. The trust will
                                 have no source of funds to satisfy any senior
                               mortgage or make payments due to any senior
mortgagee.  

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                              An overall decline in the residential real
                             estate markets could adversely affect the
                                values of the mortgaged properties and cause
                             the outstanding principal balances of the
                                 second lien mortgage loans, together with the
                             senior mortgage loans secured by the same
                                mortgaged properties, to equal or exceed the
                                value of the mortgaged properties. This type
                           of a decline would adversely affect the
                                position of a second mortgagee before having
                        the same effect on the related first
                              mortgagee. A rise in interest rates over a
                                 period of time and the general condition of a
                               mortgaged property as well as other factors
                                may have the effect of reducing the value of
                             the mortgaged property from the appraised
                           value at the time the mortgage loan was
                                originated. If there is a reduction in value
                               of the mortgaged property, the ratio of the
                               amount of the mortgage loan to the value of
                                 the mortgaged property may increase over what
                            it was at the time the mortgage loan was
                                originated. This type of increase may reduce
                          the likelihood of liquidation or other
                            proceeds being sufficient to satisfy the
                                second lien mortgage loan after satisfaction
        of any senior liens.

VIOLATION OF VARIOUS FEDERAL,     There has been an increased focus by state    
STATE AND LOCAL LAWS MAY RESULT   and federal banking regulatory agencies,      
IN LOSSES ON THE MORTGAGE LOANS   state attorneys general offices, the Federal  
                            Trade Commission, the U.S. Department of
                               Justice, the U.S. Department of Housing and
                         Urban Development and state and local
                               governmental authorities on certain lending
                               practices by some companies in the subprime
                                 industry, sometimes referred to as "predatory
                           lending" practices. Sanctions have been
                       imposed by state, local and federal
                                  governmental agencies for practices including,
                          but not limited to, charging borrowers
                                  excessive fees, imposing higher interest rates
                                than the borrower's credit risk warrants and
                               failing to adequately disclose the material
                    terms of loans to the borrowers.

                             Applicable state and local laws generally
                              regulate interest rates and other charges,
                              require certain disclosure, impact closing
                       practices, and require licensing of
                             originators. In addition, other state and
                         local laws, public policy and general
                        principles of equity relating to the
                                 protection of consumers, unfair and deceptive
                               practices and debt collection practices may
                           apply to the origination, servicing and
                     collection of the mortgage loans.

                                  The mortgage loans are also subject to federal
    laws, including:

                                   o  the Federal Truth in Lending Act and
                                     Regulation Z promulgated under that
                                        Act, which require certain disclosures
                                       to the mortgagors regarding the terms
                        of the mortgage loans;

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                                   o  the Equal Credit Opportunity Act and
                                     Regulation B promulgated under that
                                       Act, which prohibit discrimination on
                                     the basis of age, race, color, sex,
                                    religion, marital status, national
                                         origin, receipt of public assistance or
                                     the exercise of any right under the
                                        Consumer Credit Protection Act, in the
                          extension of credit; and

                                   o  the Fair Credit Reporting Act, which
                                    regulates the use and reporting of
                                        information related to the mortgagor's
                    credit experience.

                             Violations of certain provisions of these
                               federal, state and local laws may limit the
                                  ability of the servicer to collect all or part
                            of the principal of, or interest on, the
                                mortgage loans and in addition could subject
                           the trust to damages and administrative
                                enforcement (including disgorgement of prior
                              interest and fees paid). In particular, an
                               originator's failure to comply with certain
                                requirements of federal and state laws could
                                 subject the trust (and other assignees of the
                              mortgage loans) to monetary penalties, and
                          result in the obligors' rescinding the
                              mortgage loans against either the trust or
                             subsequent holders of the mortgage loans.

                               Fremont will represent with respect to each
                                 Fremont mortgage loan that each such mortgage
                           loan originated or acquired by it is in
                                 compliance with applicable federal, state and
                            local laws and regulations. In addition,
                               Fremont will also represent with respect to
                                 each Fremont mortgage loan that none of those
                                  mortgage loans (i) are "high cost loans," (ii)
                                are covered by the Home Ownership and Equity
                                  Protection Act of 1994, (iii) are in violation
                                  of, or classified as "high cost," "threshold,"
                             "predatory" or "covered" loans under, any
                                 other applicable state, federal or local law;
                                no predatory or deceptive lending practices,
                             as defined by applicable laws, including,
                               without limitation, the extension of credit
                                  without regard to the ability of the mortgagor
                                  to repay and the extension of credit which has
                              no apparent benefit to the mortgagor, were
                               employed in the origination of the mortgage
                               loan or (iv) is a High Cost Loan or Covered
                                  Loan, as applicable (as such terms are defined
                         in the then current Standard & Poor's
        LEVELS(R) Glossary).

                             Long Beach has represented that each Long
                             Beach mortgage loan is in compliance with
                                applicable federal, state and local laws and
                                 regulations. In addition, Long Beach has also
                           represented that none of the Long Beach
                                mortgage loans are classified as (a) a "high
                                  cost" loan under the Home Ownership and Equity
                               Protection Act of 1994, or (b) a high cost,
                             predatory or abusive loan under any other
                                 state, federal or local law (or any similarly
                               classified loan using different terminology
                              under any law regulation or ordinance) and
                                that imposes legal liability for residential
                              mortgage loans having high interest rates,
                                 points and/or fees on purchasers or assignees
             from the original lender.

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                                Goldman Sachs Mortgage Company, the sponsor,
                               will represent with respect to each Conduit
                               mortgage loan that such mortgage loan is in
                                 compliance with applicable federal, state and
                                local laws and regulations. In addition, the
                                  sponsor will also represent that none of those
                                mortgage loans are classified as (a) a "high
                                  cost" loan under the Home Ownership and Equity
                               Protection Act of 1994, or (b) a "high cost
                                  home," "threshold," "covered," (excluding home
                                loans defined as "covered home loans" in the
                                  New Jersey Home Ownership Security Act of 2002
                                  that were originated between November 26, 2003
                        and July 7, 2004), "high risk home,"
                               "predatory" or similar loan under any other
                           applicable state, federal or local law.

                           In the event of a breach of any of such
                               representations, Fremont, Long Beach or the
                                sponsor, as applicable, will be obligated to
                                  cure such breach or repurchase or, in the case
                          of Fremont or the sponsor, replace the
                              affected mortgage loan. The trust shall be
                                reimbursed for any and all costs, losses and
                            damages associated with any violation of
                      applicable state, federal or local
                           anti-predatory or anti-abusive laws and
                               regulations in the manner and to the extent
                            described in this prospectus supplement.

GEOGRAPHIC CONCENTRATION OF THE   Different geographic regions of the United    
MORTGAGE LOANS IN PARTICULAR      States from time to time will experience      
JURISDICTIONS MAY RESULT IN       weaker regional economic conditions and       
GREATER LOSSES IF THOSE           housing markets, and, consequently, may       
JURISDICTIONS EXPERIENCE          experience higher rates of loss and           
ECONOMIC DOWNTURNS                delinquency on mortgage loans generally. Any  
                            concentration of the mortgage loans in a
                             region may present risk considerations in
                           addition to those generally present for
                              similar mortgage-backed securities without
                            that concentration. This may subject the
                                mortgage loans held by the trust to the risk
                                 that a downturn in the economy in this region
                                of the country would more greatly affect the
                                pool than if the pool were more diversified.

                            In particular, the following approximate
                                 percentages of mortgage loans were secured by
                                 mortgaged properties located in the following
states:     

                                 CALIFORNIA    NEW YORK    FLORIDA    ILLINOIS
                              35.43%        9.87%       9.62%      5.62%

                      Because of the relative geographic
                             concentration of the mortgaged properties
                            within the certain states, losses on the
                                  mortgage loans may be higher than would be the
                              case if the mortgaged properties were more
                                 geographically diversified. For example, some
                           of the mortgaged properties may be more
                           susceptible to certain types of special
                             hazards, such as earthquakes, hurricanes,
                                 floods, fires and other natural disasters and
                              major civil disturbances, than residential
                            properties located in other parts of the
country.    

                           No more than approximately 7.77% of the
                           mortgage loans are secured by mortgaged
                           properties that are located in areas in
                                Alabama, Florida, Louisiana, Mississippi and
                                 Texas designated for individual assistance by
                               the Federal Emergency Management Agency, or
          FEMA, due to Hurricane

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                                Katrina, Hurricane Rita and Hurricane Wilma.
                                The depositor has not been able to determine
                               whether, and to the extent to which, any of
                           the mortgaged properties securing these
                                  mortgage loans have been affected by Hurricane
                                Katrina, Hurricane Rita and Hurricane Wilma.
                                In selecting mortgage loans for inclusion in
                            the trust, the depositor did not include
                           mortgage loans secured by properties in
                               certain of the areas designated by FEMA for
                                 individual assistance. Goldman Sachs Mortgage
                                  Company will represent and warrant that (i) to
                            its knowledge, between the date on which
                                Goldman Sachs Mortgage Company purchased the
                             Fremont mortgage loans and the Long Beach
                                mortgage loans and the closing date and (ii)
                               with respect to each Conduit mortgage loan,
                           each related mortgaged property was not
                               damaged by waste, fire, earthquake or earth
                                movement, windstorm, flood, tornado or other
                                casualty so as to affect adversely the value
                                 of the mortgaged property as security for the
                          mortgage loan or the use for which the
                             premises were intended and each mortgaged
                               property continues to be in good repair. In
                          the event of a material breach of this
                               representation and warranty, determined, in
                              the case of the Fremont mortgage loans and
                                Long Beach mortgage loans, without regard to
                              whether Goldman Sachs Mortgage Company had
                               knowledge of any such damage, Goldman Sachs
                              Mortgage Company will be required to cure,
                             substitute for or repurchase the affected
                                mortgage loan. Any such repurchase will have
                                 the same effect as a prepayment of a mortgage
                                 loan. Any damage to a property that secures a
                                  mortgage loan in the trust occurring after the
                             closing date will not be a breach of this
                representation and warranty.

                                 In addition, the economies of the states with
                               high concentrations of mortgaged properties
                                 may be adversely affected to a greater degree
                            than the economies of other areas of the
                                country by certain regional developments. If
                                  the residential real estate markets in an area
                                  of concentration experience an overall decline
                         in property values after the dates of
                                 origination of the respective mortgage loans,
                                 then the rates of delinquencies, foreclosures
                                 and losses on the mortgage loans may increase
                        and the increase may be substantial.

                            The concentration of mortgage loans with
                                  specific characteristics relating to the types
                                of properties, property characteristics, and
                                 geographic location are likely to change over
                           time. Principal payments may affect the
                                  concentration levels. Principal payments could
                                 include voluntary prepayments and prepayments
                            resulting from casualty or condemnation,
                                  defaults and liquidations and from repurchases
                          due to breaches of representations and
                                 warranties. Because principal payments on the
                                 mortgage loans are payable to the subordinate
                                certificates at a slower rate than principal
                                 payments are made to the Class A-1, Class A-2
                               and Class A-3 certificates, the subordinate
                                 certificates are more likely to be exposed to
                        any risks associated with changes in
                               concentrations of mortgage loan or property
    characteristics.

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EFFECT ON YIELDS CAUSED BY        Mortgagors may prepay their mortgage loans in 
PREPAYMENTS, DEFAULTS AND LOSSES  whole or in part at any time. A prepayment    
                                 of a mortgage loan generally will result in a
                             prepayment on the certificates. We cannot
                             predict the rate at which mortgagors will
                                repay their mortgage loans. We cannot assure
                               you that the actual prepayment rates of the
                             mortgage loans included in the trust will
                                 conform to any historical prepayment rates or
                                  any forecasts of prepayment rates described or
                                reflected in any reports or studies relating
                             to pools of mortgage loans similar to the
                                  types of mortgage loans included in the trust.

                          If you purchase your certificates at a
                                discount and principal is repaid slower than
                                you anticipate, then your yield may be lower
        than you anticipate.

                                  If you purchase your certificates at a premium
                           and principal is repaid faster than you
                                 anticipate, then your yield may be lower than
   you anticipate.

                                 The rate of prepayments on the mortgage loans
                            will be sensitive to prevailing interest
                                  rates. Generally, if prevailing interest rates
                                  decline significantly below the interest rates
                                 on the mortgage loans, the mortgage loans are
                                  more likely to prepay than if prevailing rates
                          remain above the interest rates on the
                             mortgage loans. Conversely, if prevailing
                                  interest rates rise significantly, prepayments
                       on the mortgage loans may decrease.

                              Approximately 53.14% of the mortgage loans
                             require the mortgagor to pay a prepayment
                                 premium in certain instances if the mortgagor
                             prepays the mortgage loan during a stated
                               period, which may be from one year to three
                                 years after the mortgage loan was originated.
                                  A prepayment premium may or may not discourage
                          a mortgagor from prepaying the related
                               mortgage loan during the applicable period.

                             Fremont, Long Beach or the sponsor may be
                                required to purchase mortgage loans from the
                              trust in the event certain breaches of its
                                  representations and warranties with respect to
                                  those mortgage loans occur or certain material
                               document defects occur, which in each case,
                              have not been cured. In addition, Fremont,
                                Long Beach or the sponsor may be required to
                                 purchase mortgage loans from the trust in the
                            event that a mortgagor with respect to a
                                  mortgage loan failed to make its first payment
                                  (or, in the case of the sponsor, the first and
                           second payment) after the date that the
                                mortgage loan was sold to the sponsor by the
                          applicable original loan seller. These
                              purchases will have the same effect on the
                            holders of the offered certificates as a
                       prepayment of those mortgage loans.

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                                  Certain persons may, at their option, purchase
                                 the mortgage loans and terminate the trust on
                            any distribution date when the aggregate
                                  stated principal balance of the mortgage loans
                                as of the last day of the related due period
                                 is equal to or less than 10% of the aggregate
                                  stated principal balance of the mortgage loans
           as of the cut-off date.

                            IF THE RATE OF DEFAULT AND THE AMOUNT OF
                               LOSSES ON THE MORTGAGE LOANS IS HIGHER THAN
                                 YOU EXPECT, THEN YOUR YIELD MAY BE LOWER THAN
YOU EXPECT. 

                             As a result of the absorption of realized
                          losses on the mortgage loans by excess
                                interest, overcollateralization and payments
                                  received under the yield maintenance agreement
                               as described in this prospectus supplement,
                             liquidations of defaulted mortgage loans,
                               whether or not realized losses are incurred
                            upon the liquidations, will result in an
                              earlier return of principal to the offered
                                certificates and will influence the yield on
                                the offered certificates in a manner similar
                                to the manner in which principal prepayments
                                  on the mortgage loans will influence the yield
                on the offered certificates.

                            The overcollateralization provisions are
                                intended to result in an accelerated rate of
                             principal distributions to holders of the
                         offered certificates then entitled to
                                principal distributions at any time that the
                                  overcollateralization provided by the mortgage
                                loan pool falls below the required level. An
                                 earlier return of principal to the holders of
                               the offered certificates as a result of the
                         overcollateralization provisions will
                      influence the yield on the offered
                                  certificates in a manner similar to the manner
                                  in which principal prepayments on the mortgage
                                 loans will influence the yield on the offered
                            certificates. As of the closing date the
                              amount of initial overcollateralization is
                 equal to approximately 2.85%.

                               The multiple class structure of the offered
                               certificates and the Class B-1 certificates
                                  and Class B-2 certificates causes the yield of
                                  certain classes of the offered certificates to
                               be particularly sensitive to changes in the
                           rates of prepayments of mortgage loans.
                              Because distributions of principal will be
                               made to the classes of offered certificates
                                 according to the priorities described in this
                                prospectus supplement, the yield to maturity
                                 on those classes of offered certificates will
                                  be sensitive to the rates of prepayment on the
                              mortgage loans experienced both before and
                       after the commencement of principal
                                  distributions on those classes. In particular,
                                  the subordinated certificates (i.e., the Class
                               M-1, Class M-2, Class M-3, Class M-4, Class
                                  M-5, Class M-6, Class M-7, Class B-1 and Class
                                B-2 certificates) do not receive any portion
                             of the amount of principal payable to the
                          offered certificates and the Class B-1
                                 certificates and Class B-2 certificates prior
                               to the distribution date in May 2009 unless
                                  the aggregate certificate principal balance of
                                the Class A certificates has been reduced to
                             zero. Thereafter, subject to the loss and
                                delinquency performance of the mortgage loan
                           pool, the subordinated certificates may
                                continue to receive no portion of the amount
                            of principal then payable to the offered
                               certificates and Class B-1 certificates and
Class B-2   

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                                 certificates unless the aggregate certificate
                                 principal balance of the Class A certificates
                                  has been reduced to zero. The weighted average
                               lives of the subordinated certificates will
                               therefore be longer than would otherwise be
the case.   

                                 THE VALUE OF YOUR CERTIFICATES MAY BE REDUCED
                                  IF THE RATE OF DEFAULT OR THE AMOUNT OF LOSSES
            IS HIGHER THAN EXPECTED.

                               If the performance of the mortgage loans is
                                  substantially worse than assumed by the rating
                             agencies, the ratings of any class of the
                              certificates may be lowered in the future.
                                 This would probably reduce the value of those
                            certificates. No one will be required to
                                supplement any credit enhancement or to take
                                  any other action to maintain any rating of the
 certificates.

                               NEWLY ORIGINATED MORTGAGE LOANS MAY BE MORE
                                LIKELY TO DEFAULT, WHICH MAY CAUSE LOSSES ON
             THE OFFERED CERTIFICATES.

                               Defaults on mortgage loans tend to occur at
                              higher rates during the early years of the
                            mortgage loans. Substantially all of the
                                  mortgage loans have been originated within the
                                  12 months prior to their sale to the trust. As
                             a result, the trust may experience higher
                               rates of default than if the mortgage loans
                               had been outstanding for a longer period of
time.       

                          THE CREDIT ENHANCEMENT FEATURES MAY BE
                            INADEQUATE TO PROVIDE PROTECTION FOR THE
         OFFERED CERTIFICATES.

                                The credit enhancement features described in
                              this prospectus supplement are intended to
                              enhance the likelihood that holders of the
                                  Class A certificates, and to a limited extent,
                                  the holders of the Class M-1, Class M-2, Class
                                  M-3, Class M-4, Class M-5, Class M-6 and Class
                                 M-7 certificates and, to a lesser degree, the
                        Class B-1 certificates and Class B-2
                                  certificates, will receive regular payments of
                              interest and principal. However, we cannot
                         assure you that the applicable credit
                         enhancement will adequately cover any
                            shortfalls in cash available to pay your
                                certificates as a result of delinquencies or
                      defaults on the mortgage loans. If
                          delinquencies or defaults occur on the
                                mortgage loans, neither the servicer nor any
                               other entity will advance scheduled monthly
                         payments of interest and principal on
                                 delinquent or defaulted mortgage loans if the
                            advances are not likely to be recovered.

                              If substantial losses occur as a result of
                           defaults and delinquent payments on the
                          mortgage loans, you may suffer losses.

INTEREST GENERATED BY THE         The weighted average of the interest rates on 
MORTGAGE LOANS MAY BE             the mortgage loans is expected to be higher   
INSUFFICIENT TO MAINTAIN THE      than the pass-through rates on the offered    
REQUIRED LEVEL OF                 certificates and the Class B-1 certificates   
OVERCOLLATERALIZATION             and Class B-2 certificates. The mortgage      
                                loans are expected to generate more interest
                       than is needed to pay interest owed

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                                 on the offered certificates and the Class B-1
                                  certificates and Class B-2 certificates and to
                               pay certain fees and expenses of the trust.
                           Any remaining interest generated by the
                              mortgage loans will then be used to absorb
                                  losses that occur on the mortgage loans. After
                                these financial obligations of the trust are
                          covered, the available excess interest
                                generated by the mortgage loans will be used
                             to build the overcollateralization to the
                   required level and maintain the
                               overcollateralization at the required level
                              determined as described in this prospectus
                              supplement. We cannot assure you, however,
                                 that enough excess interest will be generated
                                to absorb losses or to maintain the required
                               level of overcollateralization. The factors
                           described below, as well as the factors
                                  described in the next Risk Factor, will affect
                          the amount of excess interest that the
                 mortgage loans will generate:

                                  Every time a mortgage loan is prepaid in full,
                              excess interest may be reduced because the
                               mortgage loan will no longer be outstanding
                                and generating interest or, in the case of a
                               partial prepayment, will be generating less
interest.   

                               Every time a mortgage loan is liquidated or
                               written off, excess interest may be reduced
                                  because those mortgage loans will no longer be
                        outstanding and generating interest.

                              If the rates of delinquencies, defaults or
                               losses on the mortgage loans turn out to be
                                 higher than expected, excess interest will be
                                 reduced by the amount necessary to compensate
                                for any shortfalls in cash available to make
                         required distributions on the offered
                               certificates and the Class B-1 certificates
               and Class B-2 certificates.

                                  The mortgage loans have interest rates that do
                             not adjust. As a result, the pass-through
                                rates on the LIBOR certificates may increase
                           relative to the weighted average of the
                                interest rates on the mortgage loans, or the
                                  pass-through rates on the offered certificates
                                and the Class B-1 certificates and Class B-2
                           certificates may remain constant as the
                                 weighted average of the interest rates on the
                                 mortgage loans declines. In either case, this
                           would require that more of the interest
                                 generated by the mortgage loans be applied to
                                  cover interest on the offered certificates and
                            the Class B-1 certificates and Class B-2
                               certificates. The pass-through rates on the
                                 LIBOR certificates cannot exceed the weighted
                              average interest rate of the mortgage loan
                                 pool, less certain fees payable by the trust.

                             If prepayments, defaults and liquidations
                                 occur more rapidly on the mortgage loans with
                                relatively higher interest rates than on the
                                 mortgage loans with relatively lower interest
                                  rates, the amount of excess interest generated
                                 by the mortgage loans will be less than would
          otherwise be the case.

                              Investors in the offered certificates, and
                     particularly the most subordinate
                               certificates, should consider the risk that
the         

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                              excess interest, overcollateralization and
                                 payments received under the yield maintenance
                              agreement may not be sufficient to protect
                  your certificates from losses.

EFFECT OF INTEREST RATES AND      The LIBOR certificates accrue interest at     
OTHER FACTORS ON THE              pass-through rates based on the one-month     
PASS-THROUGH RATES ON THE         LIBOR index plus specified margins, subject   
OFFERED CERTIFICATES              to certain limitations. Those limitations on  
                        the pass-through rates for the LIBOR
                                  certificates are based on the weighted average
                                of the interest rates on the mortgage loans,
                           less certain fees payable by the trust.

                              A variety of factors, in addition to those
                                described in the previous Risk Factor, could
                              limit the pass-through rates and adversely
                             affect the yield to maturity on the LIBOR
                           certificates. Some of these factors are
    described below:

                                 The interest rates on the mortgage loans will
                               not adjust. As a result of the limit on the
                                 pass-through rates on the LIBOR certificates,
                          the LIBOR certificates may accrue less
                            interest than they would accrue if their
                               pass-through rates were based solely on the
                            one-month LIBOR index plus the specified
margins.    

                        The pass-through rates for the LIBOR
                                  certificates adjust monthly and are subject to
                                 maximum interest rate caps while the interest
                              rates on the mortgage loans do not adjust.
                               Consequently, the limit on the pass-through
                             rates on the LIBOR certificates may limit
                                 increases in the pass-through rates for those
                            classes for extended periods in a rising
                               interest rate environment. In addition, the
                               pass-through rates for the Class M-5, Class
                           M-6, Class M-7, Class B-1 and Class B-2
                                certificates are subject to maximum interest
rate caps.  

                             If prepayments, defaults and liquidations
                                 occur more rapidly on the mortgage loans with
                                relatively higher interest rates than on the
                                 mortgage loans with relatively lower interest
                              rates, the pass-through rates on the LIBOR
                              certificates and the Class M-5, Class M-6,
                      Class M-7, Class B-1 and Class B-2
                               certificates are more likely to be limited.

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                          If the pass-through rates on the LIBOR
                              certificates and the Class M-5, Class M-6,
                      Class M-7, Class B-1 and Class B-2
                                 certificates are limited for any distribution
                           date due to a cap based on the weighted
                                  average net interest rates of all or a portion
                                 of the mortgage loans, the resulting interest
                                 shortfalls may be recovered by the holders of
                               these certificates on the same distribution
                             date or on future distribution dates on a
                                 subordinated basis to the extent that on that
                                  distribution date or future distribution dates
                             there are available funds remaining after
                              certain other distributions on the offered
                               certificates and the Class B-1 certificates
                                 and Class B-2 certificates and the payment of
                                 certain fees and expenses of the trust. These
                                 interest shortfalls on the LIBOR certificates
                                may also be covered by amounts payable under
                                the yield maintenance agreement. However, we
                              cannot assure you that these funds will be
                               sufficient to fully cover these shortfalls.

PREPAYMENTS ON THE MORTGAGE       When a principal prepayment is made by the    
LOANS COULD LEAD TO SHORTFALLS    mortgagor on a mortgage loan, the mortgagor   
IN THE DISTRIBUTION OF INTEREST   is charged interest on the amount of prepaid  
ON YOUR CERTIFICATES              principal only up to the date of the          
                            prepayment, instead of for a full month.
                               However, principal prepayments will only be
                        passed through to the holders of the
                                 certificates once a month on the distribution
                                  date which follows the calendar month in which
                                the prepayment was received by the servicer.
                              The servicer is obligated to pay an amount
                                without any right of reimbursement for those
                             shortfalls in interest collections on the
                              mortgage loans payable on the certificates
                           that are attributable to the difference
                               between the interest paid by a mortgagor in
                               connection with a principal prepayment made
                            during the related prepayment period and
                               during the prior calendar month, and thirty
                                days' interest on the prepaid mortgage loan,
                               but only to the extent of the servicing fee
                                 payable to the servicer for such distribution
date.       

                                  If the servicer fails to make such payments or
                               the shortfall exceeds the monthly servicing
                              fee for that calendar month, there will be
                                 fewer funds available for the distribution of
                                 interest on the certificates. Such shortfalls
                                 of interest will result in a reduction of the
               yield on your certificates.

ADDITIONAL RISKS ASSOCIATED WITH  The weighted average lives of, and the yields 
THE SUBORDINATED CERTIFICATES     to maturity on, the Class M-1, Class M-2,     
                               Class M-3, Class M-4, Class M-5, Class M-6,
                      Class M-7, Class B-1 and Class B-2
                           certificates will be progressively more
                             sensitive, in that order, to the rate and
                                 timing of mortgagor defaults and the severity
                               of ensuing losses on the mortgage loans. If
                                 the actual rate and severity of losses on the
                                  mortgage loans is higher than those assumed by
                                an investor in such certificates, the actual
                                 yield to maturity of such certificates may be
                            lower than the yield anticipated by such
                                  holder based on such assumption. The timing of
                                 losses on the mortgage loans will also affect
                                an investor's actual yield to maturity, even
                                  if the rate of defaults and severity of losses
                           over the life of the mortgage loans are
                                  consistent with an investor's expectations. In
                           general, the earlier a loss occurs, the
                                greater the effect on an investor's yield to
                             maturity. Realized losses on the mortgage
loans, to   

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                               the extent they exceed the amounts received
                                 under the yield maintenance agreement, excess
              interest and the amount of
                                 overcollateralization following distributions
                                 of principal on the related distribution date
                                 will reduce the certificate principal balance
                                 of the Class B-2, Class B-1, Class M-7, Class
                               M-6, Class M-5, Class M-4, Class M-3, Class
                                  M-2 and Class M-1 certificates, in that order.
                                 As a result of such reductions, less interest
                                  will accrue on such class of certificates than
                would otherwise be the case.

                              Once a realized loss on a mortgage loan is
                               allocated to a certificate, no principal or
                                  interest will be distributable with respect to
                               such written down amount, and the holder of
                           the certificate will not be entitled to
                            reimbursements for such lost interest or
                             principal even if funds are available for
                              reimbursement, except to the extent of any
                                subsequent recoveries received on liquidated
                       mortgage loans after they have been
liquidated. 

                              Unless the aggregate certificate principal
                                 balance of the Class A certificates have been
                                  reduced to zero, the subordinated certificates
                         will not be entitled to any principal
                                distributions until May 2009 or a later date
                                  as described in this prospectus supplement, or
                               during any period in which delinquencies or
                                  cumulative losses on the mortgage loans exceed
                             certain levels. As a result, the weighted
                                  average lives of the subordinated certificates
                              will be longer than would otherwise be the
                           case if distributions of principal were
                                  allocated among all of the certificates at the
                                 same time. As a result of the longer weighted
                     average lives of the subordinated
                      certificates, the holders of those
                                 certificates have a greater risk of suffering
                                 a loss on their investments. Further, because
                            those certificates might not receive any
                                  principal if certain delinquency levels occur,
                            it is possible for those certificates to
                                 receive no principal distributions even if no
                             losses have occurred on the mortgage loan
pool.       

                                In addition, the multiple class structure of
                                  the subordinated certificates causes the yield
                                 of those classes to be particularly sensitive
                                to changes in the rates of prepayment of the
                            mortgage loans. Because distributions of
                                  principal will be made to the holders of those
                            certificates according to the priorities
                                described in this prospectus supplement, the
                         yield to maturity on those classes of
                                  subordinated certificates will be sensitive to
                                 the rates of prepayment on the mortgage loans
                         experienced both before and after the
                              commencement of principal distributions on
                                those classes. The yield to maturity on such
                                  classes of certificates will also be extremely
                              sensitive to losses due to defaults on the
                           mortgage loans (and the timing of those
                              losses), to the extent such losses are not
                                covered by payments received under the yield
                           maintenance agreement, excess interest,
                       overcollateralization or a class of
                                  subordinated certificates with a lower payment
                               priority. Furthermore, as described in this
                                prospectus supplement, the timing of receipt
                                 of principal and interest by the subordinated
                             certificates may be adversely affected by
                                  losses even if such classes of certificates do
                  not ultimately bear such loss.

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                                  Finally, the effect on the market value of the
                                  subordinated certificates of changes in market
                               interest rates or market yields for similar
                                  securities may be greater than for the Class A
 certificates.

DELAY IN RECEIPT OF LIQUIDATION   Substantial delays could be encountered in    
PROCEEDS; LIQUIDATION PROCEEDS    connection with the liquidation of delinquent 
MAY BE LESS THAN THE MORTGAGE     mortgage loans. Further, reimbursement of     
LOAN BALANCE                      advances made on a mortgage loan, liquidation 
                            expenses such as legal fees, real estate
                               taxes, hazard insurance and maintenance and
                                preservation expenses may reduce the portion
                          of liquidation proceeds payable on the
                                  certificates. If a mortgaged property fails to
                              provide adequate security for the mortgage
                                  loan, you will incur a loss on your investment
                               if the credit enhancement described in this
                                  prospectus supplement is insufficient to cover
the loss.   

HIGH COMBINED LOAN-TO-VALUE       Mortgage loans with higher original combined  
RATIOS INCREASE RISK OF LOSS      loan-to-value ratios may present a greater    
                                  risk of loss than mortgage loans with original
                                  combined loan-to-value ratios of 80% or below.
                                  Approximately 99.61% of the mortgage loans had
                                  original combined loan-to-value ratios greater
                                than 80%, calculated as described under "THE
                        MORTGAGE LOAN POOL--GENERAL" in this
          prospectus supplement.

                                Additionally, the determination of the value
                       of a mortgaged property used in the
                             calculation of the combined loan-to-value
                                ratios of the mortgage loans may differ from
                         the appraised value of such mortgaged
                         properties if current appraisals were
obtained.   

FREMONT OR LONG BEACH MAY NOT BE  Fremont will make, and Long Beach has made,   
ABLE TO REPURCHASE DEFECTIVE      various representations and warranties        
MORTGAGE LOANS                    related to the mortgage loans it sold to the  
                                 sponsor. Those representations are summarized
          in "DESCRIPTION OF THE
                                CERTIFICATES--REPRESENTATIONS AND WARRANTIES
                           RELATING TO THE MORTGAGE LOANS" in this
          prospectus supplement.

                            If Fremont or Long Beach fails to cure a
                              material breach of its representations and
                          warranties with respect to any related
                                  mortgage loan in a timely manner, then Fremont
                          or Long Beach, as applicable, would be
                             required to repurchase or, in the case of
                               Fremont only, substitute for, the defective
                                 mortgage loan. It is possible that Fremont or
                                 Long Beach may not be capable of repurchasing
                              or substituting for any defective mortgage
                              loans, for financial or other reasons. The
                         inability of Fremont or Long Beach to
                          repurchase or substitute for defective
                                 mortgage loans would likely cause the related
                                mortgage loans to experience higher rates of
                            delinquencies, defaults and losses. As a
                                  result, shortfalls in the distributions due on
                 the certificates could occur.

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THE YIELD MAINTENANCE AGREEMENT   The assets of the trust include the yield     
IS SUBJECT TO COUNTERPARTY RISK   maintenance agreement that will require the   
                                yield maintenance agreement provider to make
                           certain payments for the benefit of the
                              holders of the certificates. To the extent
                               that payments on the certificates depend in
                                  part on payments to be received by the trustee
                              under the yield maintenance agreement, the
                                 ability of the trustee to make those payments
                              on the certificates will be subject to the
                                  credit risk of the yield maintenance agreement
provider.   

THE TRANSFERS OF SERVICING MAY    After the closing date, the servicing for all 
RESULT IN HIGHER DELINQUENCIES    of the mortgage loans acquired through        
AND DEFAULTS WHICH MAY ADVERSELY  Goldman Sachs Mortgage Company's mortgage     
AFFECT THE YIELD ON YOUR          conduit program and with respect to           
CERTIFICATES                      approximately 1.60% of the mortgage loans     
                                  acquired from Long Beach Mortgage Company will
                                be transferred to Ocwen Loan Servicing, LLC.
                              The transfers of servicing are expected to
                                 take place by no later than 30 days after the
                            closing date. All transfers of servicing
                                 involve the risk of disruption in collections
                           due to data input errors, misapplied or
                misdirected payments, system
                                incompatibilities, the requirement to notify
                                the mortgagors about the servicing transfer,
                                delays caused by the transfer of the related
                               servicing mortgage files and records to the
                                  new servicer and other reasons. As a result of
                           these servicing transfers or any delays
                                associated with these transfers, the rate of
                                delinquencies and defaults could increase at
                                least for a period of time. We cannot assure
                         you that there will be no disruptions
                                 associated with the transfers of servicing or
                                  that, if there are disruptions, that they will
                          not adversely affect the yield on your
 certificates.

EXTERNAL EVENTS MAY INCREASE THE  In response to previously executed and        
RISK OF LOSS ON THE MORTGAGE      threatened terrorist attacks in the United    
LOANS                             States and foreign countries, the United      
                                States has initiated military operations and
                            has placed a substantial number of armed
                                 forces reservists and members of the National
                               Guard on active duty status. It is possible
                                that the number of reservists and members of
                            the National Guard placed on active duty
                                  status in the near future may increase. To the
                              extent that a member of the military, or a
                          member of the armed forces reserves or
                                 National Guard who are called to active duty,
                            is a mortgagor of a mortgage loan in the
                              trust, the interest rate limitation of the
                           Servicemembers Civil Relief Act and any
                     comparable state law, will apply.
                                Substantially all of the mortgage loans have
                             mortgage interest rates which exceed such
                                 limitation, if applicable. This may result in
                              interest shortfalls on the mortgage loans,
                              which, to the extent not covered by excess
                                  interest, in turn will be allocated ratably in
                                reduction of accrued interest on all classes
                             of offered certificates and the Class B-1
                            certificates and Class B-2 certificates,
                             irrespective of the availability of other
                                  credit enhancement. None of the depositor, the
                           underwriter, the original loan sellers,
                                 Goldman Sachs Mortgage Company, the servicer,
                                 the trustee or any other person has taken any
                          action to determine whether any of the
                            mortgage loans would be affected by such
                                interest rate limitation. See "LEGAL ASPECTS
                               OF THE MORTGAGE LOANS--SERVICEMEMBERS CIVIL
                              RELIEF ACT AND THE CALIFORNIA MILITARY AND
                     VETERANS CODE" in the prospectus.

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THE CERTIFICATES ARE OBLIGATIONS  The certificates will not represent an        
OF THE TRUST ONLY                 interest in or obligation of the depositor,   
                               the underwriter, the original loan sellers,
                                 Goldman Sachs Mortgage Company, the servicer,
                          the trustee or any of their respective
                                affiliates. Neither the certificates nor the
                                underlying mortgage loans will be guaranteed
                            or insured by any governmental agency or
                            instrumentality or by the depositor, the
                           underwriter, the original loan sellers,
                                 Goldman Sachs Mortgage Company, the servicer,
                          the trustee or any of their respective
                                  affiliates. Proceeds of the assets included in
                                 the trust will be the sole source of payments
                                  on the offered certificates, and there will be
                                  no recourse to the depositor, the underwriter,
                            the original loan sellers, Goldman Sachs
                                  Mortgage Company, the servicer, the trustee or
                           any other person in the event that such
                          proceeds are insufficient or otherwise
                                 unavailable to make all payments provided for
                   under the offered certificates.

YOUR INVESTMENT MAY NOT BE        The underwriter intends to make a secondary   
LIQUID                            market in the offered certificates, but it    
                               will have no obligation to do so. We cannot
                                assure you that such a secondary market will
                            develop or, if it develops, that it will
                                  continue. Consequently, you may not be able to
                               sell your certificates readily or at prices
                                that will enable you to realize your desired
                                yield. The market values of the certificates
                               are likely to fluctuate; these fluctuations
                          may be significant and could result in
              significant losses to you.

                          The secondary markets for asset-backed
                          securities have experienced periods of
                               illiquidity and can be expected to do so in
                               the future. Illiquidity can have a severely
                              adverse effect on the prices of securities
                                that are especially sensitive to prepayment,
                               credit, or interest rate risk, or that have
                          been structured to meet the investment
                         requirements of limited categories of
                                investors. The offered certificates will not
                                constitute "mortgage related securities" for
                             purposes of the Secondary Mortgage Market
                        Enhancement Act of 1984, as amended.
                                Accordingly, many institutions that lack the
                                legal authority to invest in securities that
                       do not constitute "mortgage related
                                 securities" will not be able to invest in the
                              offered certificates, thereby limiting the
                                market for the offered certificates. If your
                              investment activities are subject to legal
                               investment laws and regulations, regulatory
                                 capital requirements, or review by regulatory
                           authorities, then you may be subject to
                             restrictions on investment in the offered
                             certificates. You should consult your own
                                legal advisors for assistance in determining
                                 the suitability of and consequences to you of
                            the purchase, ownership, and sale of the
                                offered certificates. See "LEGAL INVESTMENT"
                            in this prospectus supplement and in the
prospectus. 

THE SERVICING FEE MAY BE          No assurance can be made that the servicing   
INSUFFICIENT TO ENGAGE            fee rate in the future will be sufficient to  
REPLACEMENT SERVICERS             attract a replacement to accept an            
                                appointment for this series. In addition, to
                              the extent the mortgage pool has amortized
                                significantly at the time that a replacement
                              servicer is sought, the aggregate fee that
                                would be payable to any such replacement may
                                 not be sufficient to attract a replacement to
               accept such an appointment.

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THE RATINGS ON YOUR CERTIFICATES  Each rating agency rating the offered         
COULD BE REDUCED OR WITHDRAWN     certificates may change or withdraw its       
                                 initial ratings at any time in the future if,
                            in its judgment, circumstances warrant a
                                  change. No person is obligated to maintain the
                                ratings at their initial levels. If a rating
                                 agency reduces or withdraws its rating on one
                                or more classes of the offered certificates,
                                  the liquidity and market value of the affected
                         certificates is likely to be reduced.

THE OFFERED CERTIFICATES MAY NOT  The offered certificates are not suitable     
BE SUITABLE INVESTMENTS           investments for any investor that requires a  
                              regular or predictable schedule of monthly
                                 payments or payment on any specific date. The
                                offered certificates are complex investments
                               that should be considered only by investors
                                  who, either alone or with their financial, tax
                             and legal advisors, have the expertise to
                                 analyze the prepayment, reinvestment, default
                               and market risk, the tax consequences of an
                           investment and the interaction of these
factors.    

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THE MORTGAGE LOAN POOL

The statistical information presented in this prospectus supplement 
concerning the mortgage loans is based on the scheduled principal balances of   
the mortgage loans as of the cut-off date, which is April 1, 2006. The mortgage 
loan principal balances that are transferred to the trust will be the scheduled 
principal balances as of the cut-off date. With respect to the mortgage loan    
pool, some unscheduled principal amortization may occur from the cut-off date to
the closing date. Moreover, certain mortgage loans included in the mortgage loan
pool as of the cut-off date may not be included in the final mortgage loan pool 
because they may prepay in full prior to the closing date, or they may be       
determined not to meet the eligibility requirements for the final mortgage loan 
pool. In addition, certain other mortgage loans may be included in the final    
mortgage loan pool. As a result of the foregoing, the statistical distribution  
of characteristics as of the closing date for the final mortgage loan pool may  
vary somewhat from the statistical distribution of such characteristics as of   
the cut-off date as presented in this prospectus supplement, although such      
variance should not be material. In addition, the final mortgage loan pool may  
vary plus or minus 5.00% from the cut-off pool of mortgage loans described in   
this prospectus supplement.                                                     

GENERAL                                                                         

 The trust will consist of 8,274 conventional, fixed-rate, second lien
residential mortgage loans with original terms to maturity from their first     
scheduled payment due date of not more than 30 years, having an aggregate       
scheduled principal balance of approximately $494,460,534. Approximately 53.99% 
of the mortgage loans in the trust (the "FREMONT MORTGAGE LOANS") were acquired 
by the sponsor, Goldman Sachs Mortgage Company ("GSMC"), an affiliate of the    
depositor, from Fremont Investment & Loan ("FREMONT"), approximately 35.45% of  
the mortgage loans in the trust (the "LONG BEACH MORTGAGE LOANS") were acquired 
by the sponsor from Long Beach Mortgage Company ("LONG BEACH") and approximately
10.56% of the mortgage loans in the trust (the "CONDUIT MORTGAGE LOANS") were   
acquired by the sponsor from various original loan sellers under the sponsor's  
mortgage conduit program.                                                       

The Fremont mortgage loans and the Long Beach mortgage loans were   
originated or acquired generally in accordance with the underwriting guidelines 
described below under the headings "THE MORTGAGE LOAN POOL--FREMONT UNDERWRITING
GUIDELINES" and "--LONG BEACH UNDERWRITING GUIDELINES," respectively. In        
general, because such underwriting guidelines do not conform to Fannie Mae or   
Freddie Mac guidelines, the mortgage loans are likely to experience higher rates
of delinquency, foreclosure and bankruptcy than if they had been underwritten in
accordance with Fannie Mae or Freddie Mac guidelines.                           

      Substantially all of the mortgage loans have scheduled monthly payment due
dates on the first day of the month. Interest on the mortgage loans accrues on  
the basis of a 360 day year consisting of twelve 30-day months.                 

     All of the mortgage loans are secured by second mortgages, deeds of trust
or similar security instruments creating second liens, on residential properties
consisting of single family homes, one- to four-family dwelling units,          
individual condominium units, townhouses or individual units in planned unit    
developments.                                                                   

     Pursuant to its terms, each mortgage loan, other than a loan secured by a
condominium unit, is required to be covered by a standard hazard insurance      
policy in an amount equal to the lower of the unpaid principal amount of that   
mortgage loan or the replacement value of the improvements on the related       
mortgaged property.                                                             

      Generally, a condominium association is responsible for maintaining hazard
insurance covering the entire building.                                         

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Approximately 99.61% of the mortgage loans have original combined   
loan-to-value ratios in excess of 80.00%. The "COMBINED LOAN-TO-VALUE RATIO" or 
"CLTV" of a mortgage loan at any time is the ratio of the (a) sum of (i) the    
principal balance of the related first lien mortgage loan, and (ii) the         
principal balance of the second lien mortgage loan to (b) the lesser of (i) the 
appraised value of the mortgaged property at the time the second lien mortgage  
loan is originated, or (ii) the sales price of the mortgaged property at the    
time of origination. However, in the case of a refinanced mortgage loan, the    
value is based solely upon the appraisal made at the time of origination of that
refinanced mortgage loan.                                                       

None of the mortgage loans are covered by existing primary mortgage 
insurance policies.                                                             

    All of the mortgage loans are fully amortizing, except for approximately
6.95% of the mortgage loans that are balloon mortgage loans and approximately   
0.76% of the mortgage loans that have an initial interest-only period.          

THE MORTGAGE LOANS(1)                                                           

    The pool of mortgage loans is expected to have the following approximate
aggregate characteristics as of the cut-off date:                               

Scheduled Principal Balance:                            $494,460,534
Number of Mortgage Loans:                               8,274       
Average Scheduled Principal Balance:                    $59,761     
Weighted Average Gross Interest Rate:                   10.513%     
Weighted Average Net Interest Rate:(2)                  10.003%     
Weighted Average Current FICO Score:                    664         
Weighted Average Original Combined LTV Ratio:           99.29%      
Weighted Average Stated Remaining Term (months):        335         
Weighted Average Seasoning (months):                    5           

----------                                                                      
(1)   All percentages calculated in this table are based on scheduled principal 
balances as of the cut-off date unless otherwise noted.             
(2)   The weighted average net interest rate is equal to the weighted average   
gross interest rate less the servicing and trustee fee rates.       

The scheduled principal balances of the mortgage loans range from   
approximately $152 to approximately $435,000. The mortgage loans had an average 
scheduled principal balance of approximately $59,761.                           

      The weighted average original combined loan-to-value ratio of the mortgage
loans is approximately 99.29% and approximately 99.61% of the mortgage loans    
have original combined loan-to-value ratios exceeding 80.00%.                   

 No more than approximately 0.33% of the mortgage loans are secured by
mortgaged properties located in any one zip-code area.                          

 None of the mortgage loans imposes a Prepayment Premium for a term in
excess of three years.                                                          

    As of the cut-off date not more than approximately 0.39% of the mortgage
loans are one payment past due and not more than approximately 0.05% of the     
mortgage loans are two payments past due. A mortgage loan will be considered    
past due if the payment due on the related contractual payment date is not      
received by the immediately succeeding contractual payment date.                

     Approximately 0.65% of the Fremont mortgage loans and Long Beach mortgage
loans have been one payment past due one time in the twelve months preceding the
cut-off date. Approximately 0.06% of the Fremont mortgage loans and Long Beach  
mortgage loans have been one payment past due two                               

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times in the twelve months preceding the cut-off date. Approximately 0.01% of   
the Fremont mortgage loans and Long Beach mortgage loans have been one payment  
past due three times in the twelve months preceding the cut-off date.           
Approximately 0.03% of the Fremont mortgage loans and Long Beach mortgage loans 
have been two payments past due one time in the twelve months preceding the     
cut-off date. Information is not available regarding possible delinquencies on  
the Conduit mortgage loans in the twelve months preceding the cut-off date.     

   The tables on Schedule A set forth certain statistical information with
respect to the aggregate mortgage loan pool. Due to rounding, the percentages   
shown may not precisely total 100.00%.                                          

PREPAYMENT PREMIUMS                                                             

 Approximately 53.14% of the mortgage loans provide for payment by the
borrower of a prepayment premium (each, a "PREPAYMENT PREMIUM") in connection   
with certain full or partial prepayments of principal. Generally, each such     
mortgage loan provides for payment of a Prepayment Premium in connection with   
certain full or partial prepayments made within the period of time specified in 
the related mortgage note, ranging from one year to three years from the date of
origination of such mortgage loan, or the penalty period, as described in this  
prospectus supplement. The amount of the applicable Prepayment Premium, to the  
extent permitted under applicable federal or state law, is as provided in the   
related mortgage note. No mortgage loan imposes a Prepayment Premium for a term 
in excess of three years. Prepayment Premiums collected from borrowers will be  
paid to the holders of the Class P certificates and will not be available for   
payment to the offered certificates.                                            

  The servicer may waive (or permit a subservicer to waive) a Prepayment
Premium in accordance with the pooling and servicing agreement if the waiver    
would, in the servicer's judgment, maximize recoveries on the related mortgage  
loan, or (i) the Prepayment Premium is not permitted to be collected by         
applicable law, or the collection of the Prepayment Premium would be considered 
"predatory" pursuant to written guidance published by any applicable federal,   
state or local regulatory authority having jurisdiction over such matters or    
(ii) the enforceability of such Prepayment Premium is limited (x) by bankruptcy,
insolvency, moratorium, receivership or other similar laws relating to          
creditors' rights or (y) due to acceleration in connection with a foreclosure or
other involuntary payment.                                                      

FREMONT UNDERWRITING GUIDELINES                                                 

The information set forth in the following paragraphs with regard to
Fremont and Fremont's underwriting standards has been provided by Fremont.      

GENERAL                                                             

      Fremont is a California industrial bank headquartered in Brea, California.
Fremont currently operates wholesale residential real estate loan production    
offices located in Anaheim, California; Concord, California; Downers Grove,     
Illinois; Westchester County, New York; and Tampa, Florida. Fremont conducts    
business in 45 states and the District of Columbia and its primary source of    
originations is through licensed mortgage brokers.                              

Established in 1937, Fremont is currently engaged in the business of
residential sub prime real estate lending and commercial real estate lending.   
Acquired in 1990, Fremont is an indirect subsidiary of Fremont General          
Corporation, a financial services holding company listed on the New York Stock  
Exchange. As of December 31, 2005, Fremont had approximately $11.31 billion in  
assets, approximately $9.76 billion in liabilities and approximately $1.55      
billion in equity. As part of its residential sub-prime mortgage loan           
origination program, Fremont either,                                            

o     sells its mortgage loans to third parties in whole loan sales 
transactions,                                           

o     transfers such loans in connection with a securitization, or  

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o     retains the loans for long term portfolio investment.         

   Fremont has been originating sub-prime residential mortgage loans since
May 1994 and substantially all of its residential mortgage loan originations    
consist of sub-prime mortgage loans. Fremont's sub-prime residential            
originations totaled approximately $6.94 billion, $13.74 billion, $23.91 and    
$36.24 billion for the years ended 2002, 2003, 2004 and 2005, respectively.     

UNDERWRITING STANDARDS                                              

    All of the Fremont mortgage loans were originated or acquired by Fremont
generally in accordance with the underwriting criteria described in this        
section. The following is a general summary of the underwriting guidelines      
believed by the Depositor to have been applied, with some variation, by Fremont 
to the Fremont mortgage loans. This summary does not purport to be a complete   
description of the underwriting standards of Fremont.                           

FREMONT'S UNDERWRITING STANDARDS                                    

      Substantially all of the mortgage loans originated by Fremont are based on
loan application packages submitted through licensed mortgage brokers. These    
brokers must meet minimum standards set by Fremont based on an analysis of the  
following information submitted with an application for approval: applicable    
state license (in good standing), signed broker application and agreement, and  
signed broker authorization. Once approved, licensed mortgage brokers are       
eligible to submit loan application packages in compliance with the terms of a  
signed broker agreement.                                                        

Mortgage loans are underwritten in accordance with Fremont's current
underwriting programs, referred to as the Scored Programs ("SCORED PROGRAMS"),  
subject to various exceptions as described in this section. Fremont began       
originating mortgage loans pursuant to Scored Programs in 2001 and the Scored   
Programs have been the exclusive type of origination programs beginning in 2004.
Fremont's underwriting guidelines are primarily intended to assess the ability  
and willingness of the borrower to repay the debt and to evaluate the adequacy  
of the mortgaged property as collateral for the mortgage loan. The Scored       
Programs assess the risk of default by using Credit Scores obtained from third  
party credit repositories along with, but not limited to, past mortgage payment 
history, seasoning on bankruptcy and/or foreclosure and loan-to-value ratios as 
an aid to, not a substitute for, the underwriter's judgment. All of the Fremont 
mortgage loans in the mortgage pool were underwritten with a view toward the    
resale of the mortgage loans in the secondary mortgage market.                  

      The Scored Programs were developed to simplify the origination process. In
contrast to assignment of credit grades according to traditional non-agency     
credit assessment methods, i.e., mortgage and other credit delinquencies, the   
Scored Programs rely upon a borrower's Credit Score, mortgage payment history   
and seasoning on any bankruptcy/foreclosure initially to determine a borrower's 
likely future credit performance. Licensed mortgage brokers are able to access  
Credit Scores at the initial phases of the loan application process and use the 
Credit Score to determine the interest rates a borrower may qualify for based   
upon Fremont's Scored Programs risk-based pricing matrices. Final loan terms are
subject to approval by Fremont.                                                 

Under the Scored Programs, Fremont requires credit reports for each 
borrower, using the Credit Score of the primary borrower (the borrower with the 
highest percentage of total income) to determine program eligibility. Credit    
Scores must be requested from each national credit repository. For the purpose  
of determining program eligibility:                                             

    o if Credit Scores are available from all three credit repositories, the
middle of the three Credit Scores is used,                                      

   o if Credit Scores are available from only two of the repositories, the
lower of the two Credit Scores is used, and                                     

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    o if a single Credit Score is available, the single Credit Score will be
used; however, potential borrowers with a single Credit Score will not qualify  
for loan amounts in excess of $800,000, loans with loan-to-value ratios in      
excess of 90% or 80% (depending on type of program) and second mortgage loans   
with loan-to-value ratios in excess of 5%.                                      

  Generally, the minimum applicable Credit Score allowed is 500, however
borrowers with no Credit Scores are not automatically rejected and may be       
eligible for certain loan programs in appropriate circumstances.                

All of the Fremont mortgage loans were underwritten by Fremont's    
underwriters having the appropriate approval authority. Each underwriter is     
granted a level of authority commensurate with their proven judgment, experience
and credit skills. On a case by case basis, Fremont may determine that, based   
upon compensating factors, a prospective mortgagor not strictly qualifying under
the underwriting risk category guidelines described below is nonetheless        
qualified to receive a loan, i.e., an underwriting exception. Compensating      
factors may include, but are not limited to, low loan-to-value ratio, low debt  
to income ratio, substantial liquid assets, good credit history, stable         
employment and time in residence at the applicant's current address. It is      
expected that a substantial portion of the Fremont mortgage loans may represent 
such underwriting exceptions.                                                   

There are three documentation types, Full Documentation ("FULL      
DOCUMENTATION"), Easy Documentation ("EASY DOCUMENTATION") and Stated Income    
("STATED INCOME"). Fremont's underwriters verify the income of each applicant   
under various documentation types as follows: under Full Documentation,         
applicants are generally required to submit verification of stable income for   
the periods of one to two years preceding the application dependent on credit   
profile; under Easy Documentation, the borrower is qualified based on           
verification of adequate cash flow by means of personal or business bank        
statements; under Stated Income, applicants are qualified based on monthly      
income as stated on the mortgage application. The income is not verified under  
the Stated Income program; however, the income stated must be reasonable and    
customary for the applicant's line of work.                                     

    Fremont originates loans secured by 1-4 unit residential properties made
to eligible borrowers with a vested fee simple (or in some cases a leasehold)   
interest in the property. Fremont's underwriting guidelines are applied in      
accordance with a procedure which complies with applicable federal and state    
laws and regulations and require an appraisal of the mortgaged property, and if 
appropriate, a review appraisal. Generally, initial appraisals are provided by  
qualified independent appraisers licensed in their respective states. Review    
appraisals may only be provided by appraisers approved by Fremont. In some      
cases, Fremont relies on a statistical appraisal methodology provided by a      
third-party. Qualified independent appraisers must meet minimum standards of    
licensing and provide errors and omissions insurance in states where it is      
required to become approved to do business with Fremont. Each uniform           
residential appraisal report includes a market data analysis based on recent    
sales of comparable homes in the area and, where deemed appropriate, replacement
cost analysis based on the current cost of constructing a similar home. The     
review appraisal may be a desk review, field review or an automated valuation   
report that confirms or supports the original appraiser's value of the mortgaged
premises.                                                                       

   Fremont requires title insurance on all first mortgage loans, which are
secured by liens on real property. Fremont also requires that fire and extended 
coverage casualty insurance be maintained on the secured property in an amount  
at least equal to the principal balance of the related loan or the replacement  
cost of the property, whichever is less.                                        

Fremont conducts a number of quality control procedures, including a
post-funding review as well as a full re-underwriting of a random selection of  
loans to assure asset quality. Under the funding review, all loans are reviewed 
to verify credit grading, documentation compliance and data accuracy. Under the 
asset quality procedure, a random selection of each month's originations is     
reviewed. The loan review confirms the existence and accuracy of legal          
documents, credit documentation, appraisal analysis and underwriting decision. A
report detailing review findings and level of error is sent monthly to each loan
production office for response. The review findings and branch responses are    
then reviewed by Fremont's senior management. Adverse findings are tracked      
monthly. This review procedure allows                                           

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Fremont to assess programs for potential guideline changes, program             
enhancements, appraisal policies, areas of risk to be reduced or eliminated and 
the need for additional staff training.                                         

      Balloon Loans. The majority of loans originated by Fremont provide for the
full amortization of the principal amount on the final maturity date. Beginning 
in September 2005, Fremont began originating certain mortgage loans that do not 
provide for full amortization prior to maturity, where the payment of any       
remaining unamortized principal balance is due in a single or balloon payment at
maturity. These balloon loans originated by Fremont provide for amortization of 
principal based on a 40 year period with a term to maturity of 30 years ("40/30 
LOANS").                                                                        

  Second Lien Mortgage Loans. Fremont currently has two programs for the
origination of second lien mortgage loans. The current programs are limited to  
loans that are originated contemporaneously with the origination of a loan      
secured by a first lien. The first program allows for loans with up to 5% loan  
to value and maximum combined loan to values of 95%. This program is limited to 
borrowers with minimum Credit Scores of 580, credit grades of at least "C" and  
debt to income ratios not greater than 50%. Permissible loan balances for this  
program are from $15,000 to $44,444. The maximum term on these loans is 10 to 30
years; provided, that a 15 year amortization term is available only for Full    
Documentation or Easy Documentation loans with an original loan balance of      
$15,000 or greater. Terms over 15 years are available only for Full             
Documentation or Easy Documentation loans with an original loan balance of      
$25,000 or greater. Loans under this program are available for "owner occupied" 
or "non-owner occupied" properties.                                             

  The second program is for borrowers with minimum Credit Scores of 580.
This program allows for loans of up to 20% loan to value and 100% maximum       
combined loan to values and is limited to borrowers in credit grades of "A+" and
"A" and debt ratios not greater than 50%. Permissible loan balances for this    
program are from $15,000 to $200,000. Combined loan balances (first and second  
lien mortgage loans) of up to $1,000,000 are allowed to borrowers under Full    
Documentation or Stated Documentation loans that have Credit Scores of 580 and  
greater. In addition, permissible loan balances from $15,000 to $250,000 are    
allowed for Full Documentation borrowers with Credit Scores of 640 or greater.  
Combined loan balances (first and second lien mortgage loans) or of up to       
$1,250,000 are allowed. The loans are available with amortization terms of 10,  
15, 20 and 30 years, however loan balances must be at least $25,000 to qualify  
for an amortization term of 20 years or longer. Rural properties and properties 
in Alaska are not allowed under this program.                                   

    Fremont recently discontinued an additional second lien mortgage program
that was a stand alone program for borrowers with Credit Scores in excess of    
580. This program allowed for loans of 20% loan to value and 100% maximum       
combined loan to values and was limited to borrowers in credit grades of "A+"   
and "A" and debt ratios not greater than 50%. Permissible loan balances for this
program were from $10,000 to $125,000. Combined loan balances (first and second 
lien mortgage loans) of up to $625,000 were allowed to borrowers under Full     
Documentation loans that had Credit Scores of 620 and greater. The limit on the 
combined loan balance was $500,000 for Stated Income loans; provided that no    
Stated Income loan may have been a borrower with a Credit Score of less than    
620. The loans were available with amortization terms of 10, 15, 20 and 30      
years, however loan balances must have been at least $25,000 to qualify for a 20
year amortization term and at least $50,000 for a 30 year amortization term.    
Rural properties and properties in Alaska were not allowed under this program.  

RISK CATEGORIES                                                     

    Fremont's underwriting guidelines under the Scored Programs with respect
to each rating category generally require:                                      

o debt to income ratios of 55% or less on mortgage loans with       
loan-to-value ratios of 90% or less, however, debt to income ratios of 50% or   
less are required on loan-to-value ratios greater than 90%;                     

o applicants have a Credit Score of at least 500;                   

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  o that no liens or judgments affecting title may remain open after the
funding of the loan, other than liens in favor of the internal revenue service  
that are subordinated to the loan; and                                          

      o that any collection, charge-off, or judgment not affecting title that is
less than 1 year old must be paid in connection with closing if either its      
balance is greater than $1,000 or the aggregate balances of all such            
collections, charge-offs or judgments are greater than $2,500.                  

 In addition, the various risk categories generally have the following
criteria for borrower eligibility:                                              

"A+." Under the "A+" category, an applicant must have no 30-day late
mortgage payments within the last 12 months and it must be at least 24 months   
since discharge of any Chapter 7 or Chapter 13 bankruptcy and/or foreclosure.   
The maximum loan-to-value ratio is 100% with a minimum Credit Score of 600. The 
maximum permitted loan-to-value ratio is reduced for: reduced income            
documentation, non-owner occupied properties, properties with 3-4 units, or     
properties with rural characteristics.                                          

    "A." Under the "A" category, an applicant must have not more than one 30
-day late mortgage payment within the last 12 months and it must be at least 24 
months since discharge of any Chapter 7 or Chapter 13 bankruptcy and/or         
foreclosure. The maximum loan-to-value ratio is 100% with a minimum Credit Score
of 600. The maximum permitted loan-to-value ratio is reduced for: reduced income
documentation, non-owner occupied properties, properties with 3-4 units, or     
properties with rural characteristics.                                          

     "A-." Under the "A-" category, an applicant must have not more than three
30-day late mortgage payments within the last 12 months and it must be at least 
24 months since discharge of any Chapter 7 or Chapter 13 bankruptcy and/or      
foreclosure. The maximum loan-to-value ratio is 90% with a minimum Credit Score 
of 550. The maximum permitted loan-to-value ratio is reduced for: reduced income
documentation, non-owner occupied properties, properties with 3-4 units, or     
properties with rural characteristics.                                          

 "B." Under the "B" category, an applicant must have not more than one
60-day late mortgage payment within the last 12 months and it must be at least  
18 months since discharge of any Chapter 7 or Chapter 13 bankruptcy and/or      
foreclosure. The maximum loan-to-value ratio is 90% with a Credit Score of 550. 
The maximum permitted loan-to-value ratio is reduced for: reduced income        
documentation, non-owner occupied properties, properties with 3-4 units, or     
properties with rural characteristics.                                          

    "C." Under the "C" category, an applicant must have not more than one 90
-day late mortgage payment within the last 12 months and it must be at least 12 
months since discharge of any Chapter 7 or Chapter 13 bankruptcy and/or         
foreclosure. The maximum permitted loan-to-value ratio is 85% with a minimum    
Credit Score of 580. The maximum permitted loan-to-value ratio is reduced for:  
reduced income documentation, non-owner occupied properties, properties with 3-4
units, or properties with rural characteristics.                                

      "C-." Under the "C-" category, an applicant must not be more than 150 days
delinquent with respect to its current mortgage payment and it must not be      
subject of a Chapter 7 or Chapter 13 bankruptcy and/or foreclosure. The maximum 
permitted loan-to-value ratio is 70% with a minimum Credit Score of 500. The    
maximum permitted loan-to-value ratio is reduced for: reduced income            
documentation, non-owner occupied properties, properties with 3-4 units, or     
properties with rural characteristics.                                          

    "D." Under the "D" category, an applicant must not be more than 180 days
delinquent with respect to its current mortgage payment. Any Chapter 7 or       
Chapter 13 bankruptcy proceedings and/or foreclosure actions must be paid in    
connection with closing. The maximum permitted loan-to-value ratio is 65% with a
minimum Credit Score of 500. The maximum permitted loan-to-value ratio is       
reduced to 60% if the property is currently subject to foreclosure proceedings. 

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LONG BEACH UNDERWRITING GUIDELINES                                              

     The information set forth in the following paragraphs with regard to Long
Beach and Long Beach's underwriting standards has been provided by Long Beach.  

GENERAL                                                             

     Long Beach is a Delaware corporation that originates, purchases and sells
sub-prime mortgage loans secured by first and second liens on one to four-family
residences that generally do not conform to the underwriting guidelines         
typically applied by banks and other primary lending institutions, particularly 
with respect to a prospective borrower's credit history and debt-to-income      
ratio. Borrowers who qualify under Long Beach's underwriting guidelines         
generally have equity in their property and repayment ability but may have a    
record of major derogatory credit items such as outstanding judgments or prior  
bankruptcies. Long Beach originates mortgage loans based on its underwriting    
guidelines and does not determine whether such mortgage loans would be          
acceptable for purchase by Fannie Mae or Freddie Mac. The mortgage loans        
originated by Long Beach are not insured by the Federal Housing Administration  
or partially guaranteed by the U.S. Department of Veteran Affairs. Long Beach is
a direct wholly owned subsidiary of Washington Mutual Bank, which is an indirect
wholly owned subsidiary of Washington Mutual, Inc. At December 31, 2005,        
Washington Mutual, Inc. and its subsidiaries had assets of $343.84 billion.     

   The following table shows, for each of the most recent three years, the
aggregate principal balance of all sub-prime first and second lien residential  
mortgage loans originated by Long Beach (including those purchased by Long Beach
from correspondent lenders) during that year.                                   

LONG BEACH'S ORIGINATION OF SUB-PRIME RESIDENTIAL MORTGAGE LOANS

                               Year ended December 31,
                             ---------------------------------------------------
                               2003              2004               2005
                             ---------------------------------------------------
                              (Dollar Amounts in Millions)
Aggregate Principal                                                             
Balance of Mortgage Loans                                                       
Originated by Long Beach ...     $11,497            $16,175           $29,781   

LONG BEACH'S ORIGINATION CHANNELS                                   

    All of the Long Beach mortgage loans owned by the trust have been either
originated by Long Beach through wholesale brokers or purchased by Long Beach   
from approved correspondents and were underwritten or re-underwritten by Long   
Beach generally in accordance with its underwriting guidelines as described in  
this prospectus supplement. Long Beach originates mortgage loans through its    
network of mortgage lending offices and loan origination centers. See           
"--UNDERWRITING BY LONG BEACH OF THE LONG BEACH MORTGAGE LOANS" below.          

UNDERWRITING BY LONG BEACH OF THE LONG BEACH MORTGAGE LOANS         

      GENERAL. All of the Long Beach mortgage loans owned by the trust have been
originated by Long Beach through wholesale brokers or re-underwritten upon      
acquisition from correspondents by Long Beach generally in accordance with Long 
Beach's underwriting guidelines described in this section. Long Beach's         
underwriting guidelines are primarily intended to evaluate the prospective      
borrower's credit standing and repayment ability as well as the value and       
adequacy of the mortgaged property as collateral.                               

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      Prospective borrowers are required to complete a standard loan application
in which they provide financial information regarding the amount of income and  
related sources, liabilities and related monthly payments, credit history and   
employment history, as well as certain other personal information. During the   
underwriting or re-underwriting process, Long Beach reviews and verifies the    
prospective borrower's sources of income (only under the full documentation     
residential loan program), calculates the amount of income from all such sources
indicated on the loan application, reviews the credit history and credit        
score(s) of the prospective borrower and calculates the debt-to-income ratio to 
determine the prospective borrower's ability to repay the loan, and determines  
whether the mortgaged property complies with Long Beach's underwriting          
guidelines.                                                                     

    All of the mortgage loans originated by Long Beach are either originated
under Long Beach's underwriting programs based on loan application packages     
submitted through wholesale mortgage brokerage companies or purchased from      
approved correspondents. Loan application packages submitted through mortgage   
brokerage companies, containing relevant credit, property and underwriting      
information on the loan request, are compiled by the mortgage brokerage company 
and submitted to Long Beach for approval and funding. The mortgage brokerage    
companies receive the loan origination fee charged to the borrower at the time  
the loan is made. No single mortgage brokerage company accounts for more than 5%
of the mortgage loans originated or acquired by Long Beach, as measured by      
outstanding principal balance.                                                  

  Long Beach originates or acquires mortgage loans that generally do not
conform to the underwriting guidelines typically applied by prime lending       
institutions, Fannie Mae or Freddie Mac, particularly with respect to a         
prospective borrower's credit history, credit score(s), loan-to-value and       
debt-to-income ratio. Borrowers who qualify under Long Beach's underwriting     
guidelines may have equity in their property and repayment ability but may have 
a record of major derogatory credit items such as outstanding judgments or prior
bankruptcies. All debts in bankruptcy must be paid off or discharged or the     
proceeding dismissed prior to the funding of the mortgage loan. The underwriting
guidelines permit Chapter 13 bankruptcy buyouts.                                

     EVALUATION OF THE BORROWER'S CREDIT STANDING. Long Beach obtains a credit
report on each prospective borrower from a credit reporting company in addition 
to the one obtained from the wholesale broker or correspondent. Long Beach then 
compares the two credit reports. The report typically contains information      
relating to such matters as credit payment history with local and national      
merchants and lenders, installment debt payments, credit score(s) and any record
of defaults, bankruptcy, repossession, suits or judgments.                      

    Long Beach uses a credit scoring methodology as part of its underwriting
and re-underwriting process. The credit scoring methodology assesses a          
prospective borrower's ability to repay a mortgage loan based upon predetermined
mortgage loan characteristics and credit risk factors. The credit scoring       
methodology generates a credit score usually ranging from around 300 to 800,    
with a higher score indicating a borrower with a relatively more favorable      
credit history. The credit score is based upon such factors as the prospective  
borrower's payment history, delinquencies on accounts, levels of outstanding    
debt, length of credit history and types of credit and bankruptcy experience.   

     EVALUATION OF THE BORROWER'S REPAYMENT ABILITY. Long Beach's underwriting
guidelines permit first lien mortgage loans with loan-to-value ratios at        
origination of up to 100%, or 80% if at the time of origination of the first    
lien mortgage loan, the originator also originated a second lien mortgage loan. 
Long Beach's second lien mortgage underwriting guidelines permit second lien    
mortgage loans with a combined loan-to-value ratios at origination of up to     
100%. The maximum allowable loan-to-value ratio varies based upon the           
residential loan program, income documentation, property type, creditworthiness 
and debt service-to-income ratio of the prospective borrower and the overall    
risks associated with the loan decision. The maximum combined loan-to-value     
ratio, including any second lien mortgage subordinate to Long Beach's first lien
mortgage, is generally 100% under the "Premium A" and "A" risk categories.      

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   EVALUATION OF THE ADEQUACY OF COLLATERAL. The adequacy of the mortgaged
property as collateral is generally determined by an appraisal of the mortgaged 
property that generally conforms to Fannie Mae and Freddie Mac appraisal        
standards and a review of that appraisal. The mortgaged properties are appraised
by licensed independent appraisers who have satisfied the servicer's appraiser  
screening process. In most cases, properties in below average condition,        
including properties requiring major deferred maintenance, are not acceptable   
under Long Beach's underwriting programs. Each appraisal includes a market data 
analysis based on recent sales of comparable homes in the area and, where deemed
appropriate, replacement cost analysis based on the current cost of constructing
a similar home.                                                                 

      Every independent appraisal is reviewed by an underwriter of Long Beach or
its affiliate and is reviewed by one or more third party vendors which may refer
the appraisal to Long Beach or one of its affiliates for additional further     
review before the loan is funded or re-underwritten. Depending upon the original
principal balance and loan-to-value ratio of the mortgaged property, the        
appraisal review may include an administrative review, technical review, desk   
review or field review of the original appraisal.                               

    Long Beach requires that all mortgage loans in its underwriting programs
have title insurance and be secured by liens on real property. Long Beach also  
requires that fire and extended coverage casualty insurance be maintained on the
mortgaged property in an amount at least equal to the principal balance of the  
mortgage loan or the replacement cost of the property, whichever is less. Long  
Beach does not require that the mortgage loans originated or re-underwritten    
under its underwriting programs be covered by a primary mortgage insurance      
policy.                                                                         

UNDERWRITING EXCEPTIONS. On a case-by-case basis and only with the  
approval of an employee with appropriate risk level authority, Long Beach may   
determine that, based upon compensating factors, a prospective borrower not     
strictly qualifying under its underwriting risk category guidelines warrants an 
underwriting exception. Compensating factors may include, but are not limited   
to, low loan-to-value ratio, low debt-to-income ratio, good credit history,     
stable employment and time in residence at the prospective borrower's current   
address. It is expected that some of the mortgage loans owned by the trust will 
be underwriting exceptions.                                                     

    DOCUMENTATION PROGRAMS. The mortgage loans originated by Long Beach have
been originated or re-underwritten upon acquisition, generally in accordance    
with guidelines established by Long Beach under its full documentation, limited 
documentation or stated income documentation residential loan programs.         

Under the full documentation residential loan program, salaried     
prospective borrowers are generally required to submit their most recent W-2s   
and pay stubs and self-employed prospective borrowers are generally required to 
submit their most recent federal income tax return. Under the stated income     
documentation residential loan program, prospective borrowers are required to   
state their income on the application but are not required to submit any        
documents in support. Under the limited documentation residential loan program, 
salaried prospective borrowers or self-employed prospective borrowers are       
generally required to submit their most recent six months of personal bank      
statements or business bank statements. Under the limited documentation and     
stated income documentation residential loan programs, the prospective          
borrower's employment and income sources must be stated on the prospective      
borrower's application. The prospective borrower's income as stated must be     
reasonable for the related occupation and such determination as to              
reasonableness is subject to the loan underwriter's discretion. However, the    
prospective borrower's income as stated on the application is not independently 
verified. Verification of employment is required for salaried prospective       
borrowers. Maximum loan-to-value ratios under the stated income documentation   
residential loan programs are generally lower than those permitted under the    
full documentation and limited documentation residential loan programs.         
Generally, the same underwriting guidelines that apply to the full documentation
and limited documentation residential loan programs, except as noted in this    
section, apply to the stated income documentation residential loan programs.    

     QUALITY CONTROL REVIEW. As part of its quality control system, Long Beach
re-verifies information that has been provided by the mortgage brokerage company
prior to funding a loan and Long Beach                                          

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conducts a post-funding audit of every origination file. In addition, Washington
Mutual Bank ("WMB"), as subservicer, periodically audits files based on a       
statistical sample of closed loans. In the course of its pre-funding review,    
Long Beach re-verifies the income of each prospective borrower or, for a        
self-employed prospective borrower, reviews the income documentation obtained   
under the full documentation and limited documentation residential loan         
programs. Long Beach generally requires evidence of funds to close on the       
mortgage loan.                                                                  

   RISK CATEGORIES. Under Long Beach's underwriting programs, various risk
categories are used to grade the likelihood that the prospective borrower will  
satisfy the repayment conditions of the mortgage loan. These risk categories    
establish the maximum permitted loan-to-value ratio and loan amount, given the  
occupancy status of the mortgaged property and the prospective borrower's credit
history and debt ratio.                                                         

    Mortgage loans are originated under Long Beach's underwriting guidelines
using the following categories and criteria for grading the potential likelihood
that a prospective borrower will satisfy the repayment obligations of a mortgage
loan:                                                                           

Credit Grade: "Premium A". Under the "Premium A" risk category, the 
prospective borrower must have a credit report reflecting a one year credit     
history and a prior mortgage or rental history evidencing no 30-day late        
payments during the last 12 months. No notice of default filings or foreclosures
may have occurred during the preceding 36 months. No open lawsuits are          
permitted; however, the prospective borrower may be a plaintiff in a lawsuit if 
a reasonable explanation is provided. Maximum qualifying debt service-to-income 
ratio is 5. A maximum loan-to-value ratio of 100% is permitted for owner        
occupied single-family, two-unit and condominium properties.                    

   Credit Grade: "A". Under the "A" risk category, a maximum of one 30-day
late payment within the last 12 months is permitted on an existing mortgage     
loan. Rolling 30-day late payments are not allowed. No notice of default filings
or foreclosures may have occurred during the preceding 36 months. The mortgaged 
property must be in at least average condition. A maximum loan-to-value ratio of
100% is permitted for owner occupied single-family, two-unit and condominium    
properties. Generally, the debt service-to-income ratio maximum may be 50%. In  
addition, the prospective borrower must have a credit score of 600 or higher.   

 There can be no assurance that every mortgage loan originated by Long
Beach was originated in conformity with the applicable underwriting guidelines  
in all material respects. Long Beach's underwriting guidelines include a set of 
specific criteria pursuant to which the underwriting evaluation is made. The    
application of Long Beach's underwriting guidelines does not imply that each    
specific criterion was satisfied with respect to every mortgage loan. Rather, a 
mortgage loan will be considered to be originated in accordance with a given set
of underwriting guidelines if, based on an overall qualitative evaluation, the  
mortgage loan is in substantial compliance with those underwriting guidelines.  
For example, a mortgage loan may be considered to comply with a set of          
underwriting guidelines, even if one or more specific criteria included in those
underwriting guidelines were not satisfied, if other factors compensated for the
criteria that were not satisfied or if the mortgage loan is considered to be in 
substantial compliance with the underwriting guidelines. Long Beach applies its 
underwriting guidelines in accordance with a procedure that complies with       
applicable federal and state laws and regulations.                              

CREDIT SCORES                                                                   

  Credit scores are obtained by many lenders in connection with mortgage
loan applications to help assess a borrower's creditworthiness (the "CREDIT     
SCORES"). Credit Scores are generated by models developed by a third-party which
analyzed data on consumers in order to establish patterns which are believed to 
be indicative of the borrower's probability of default. The Credit Score is     
based on a borrower's historical credit data, including, among other things,    
payment history, delinquencies on accounts, levels of outstanding indebtedness, 
length of credit history, types of credit, and bankruptcy experience. Credit    
Scores range from approximately 250 to approximately 900, with higher scores    
indicating an individual with a more favorable credit history compared to an    
individual with a lower score.                                                  

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However, a Credit Score purports only to be a measurement of the relative degree
of risk a borrower represents to a lender, I.E., a borrower with a higher score 
is statistically expected to be less likely to default in payment than a        
borrower with a lower score. Lenders have varying ways of analyzing Credit      
Scores and, as a result, the analysis of Credit Scores across the industry is   
not consistent. In addition, it should be noted that Credit Scores were         
developed to indicate a level of default probability over a two-year period,    
which does not correspond to the life of a mortgage loan. Furthermore, Credit   
Scores were not developed specifically for use in connection with mortgage      
loans, but for consumer loans in general, and assess only the borrower's past   
credit history. Therefore, a Credit Score does not take into consideration the  
effect of mortgage loan characteristics (which may differ from consumer loan    
characteristics) on the probability of repayment by the borrower. There can be  
no assurance that the Credit Scores of the mortgagors will be an accurate       
predictor of the likelihood of repayment of the related mortgage loans.         

   The tables on Schedule A set forth certain information as to the Credit
Scores of the related mortgagors and for the mortgage loans, obtained in        
connection with the origination of each mortgage loan.                          

THE SERVICER

GENERAL                                                                         

Ocwen will act as servicer of the mortgage loans, provided that with
respect to all of the Conduit mortgage loans and with respect to approximately  
1.60% of the Long Beach mortgage loans, based upon scheduled principal balances 
of the Long Beach mortgage loans as of the cut-off date, Ocwen will act as      
servicer commencing no later than 30 days after the closing date.               

   Ocwen will be required to service the mortgage loans in accordance with
the pooling and servicing agreement.                                            

OCWEN LOAN SERVICING, LLC                                                       

GENERAL                                                             

      Ocwen Loan Servicing, LLC ("OCWEN"), a Delaware limited liability company,
has its primary servicing operations in Orlando, Florida and its corporate      
offices in West Palm Beach, Florida. Ocwen is a wholly owned subsidiary of Ocwen
Financial Corporation, a public financial services holding company ("OCN")      
headquartered in West Palm Beach, Florida. OCN's primary businesses are the     
servicing, special servicing and resolution of nonconforming, subperforming and 
nonperforming residential and commercial mortgage loans for third parties, as   
well as providing loan servicing technology and business-to-business e-commerce 
solutions for the mortgage and real estate industries.                          

    As of December 31, 2005, OCN had approximately $1.854 billion in assets,
including $269.6 million of cash, approximately $1.507 billion in liabilities   
and approximately $347 million in equity. For the year ended December 31, 2005, 
OCN's pre-tax income was approximately $20.9 million, as compared to            
approximately $25.4 million in 2004. Net income was approximately $15.0 million 
in 2005, as compared to approximately $57.7 million in 2004, which included a   
net tax benefit of $32.3 million.                                               

  The servicing of the mortgage loans in Ocwen's servicing portfolio was
transferred to Ocwen by its affiliate Ocwen Federal Bank FSB ("OFB"), effective 
on June 30, 2005. This service transfer was the result of OFB's voluntary       
dissolution, sale of its branch facility and deposits in Fort Lee, New Jersey to
another bank, and cessation of operations as a federal savings bank. Upon OFB's 
dissolution and sale of the branch facility and deposits, all of OFB's remaining
assets and liabilities, including its mortgage loan servicing business, were    
transferred to and assumed by Ocwen. Ocwen's management, servicing portfolio and
platform was not changed as a result of the foregoing transactions.             

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      Ocwen is rated as a "Strong" residential subprime servicer and residential
special servicer by Standard & Poor's and has an "RPS2" rating as a subprime    
servicer and an "RSS2" rating as special servicer from Fitch Ratings. Ocwen is  
also rated "SQ2-" ("Above Average") as a primary servicer of subprime loans and 
"SQ2" ("Above Average") as a special servicer by Moody's Investors Service, Inc.
On April 23, 2004, Standard & Poor's placed its "Strong" residential subprime   
servicer and residential special servicer ratings assigned to Ocwen on "Credit  
Watch with negative implications." Ocwen is an approved Freddie Mac and Fannie  
Mae seller/servicer.                                                            

    The liabilities assumed by Ocwen from OFB include contingent liabilities
resulting from it having been named as a defendant in several potential class   
action lawsuits challenging its mortgage servicing practices. To date, no such  
lawsuit has been certified by any court as a class action. On April 13, 2004,   
these lawsuits were consolidated in a single proceeding in the United States    
District Court for the District of Illinois under caption styled: Ocwen Federal 
Bank FSB Mortgage Servicing Litigation, MDL Docket No. 1604. Ocwen believes that
its servicing practices comply with legal requirements. Ocwen intends to defend 
against such lawsuits. Ocwen is also subject to various other routine pending   
litigation in the ordinary course of its business. While the outcome of         
litigation is always uncertain, Ocwen's management is of the opinion that the   
resolution of any of these claims and lawsuits will not have a material adverse 
effect on the results of its operations or financial condition or its ability to
service the mortgage loans.                                                     

      On November 29, 2005, a jury in a Galveston, Texas county court returned a
verdict of $11.5 million in compensatory and punitive damages and attorneys'    
fees against Ocwen in favor of a plaintiff borrower whose mortgage loan was     
serviced by Ocwen. The plaintiff brought the claims under the Texas Deceptive   
Trade Practices Act and other state statutes and common law generally alleging  
that Ocwen engaged in improper loan servicing practices. On February 9, 2006,   
the trial court entered its final judgment reducing the total jury award to     
approximately $1.8 million for actual damages and attorneys' fees and denying   
the punitive damages award. Ocwen believes that the damage award is against the 
weight of evidence and contrary to law and that the attorneys' fees should be   
reduced as impermissibly excessive. Ocwen intends to appeal the decision and    
will continue to vigorously defend this matter.                                 

      Ocwen, including its predecessors, has significant experience in servicing
residential and commercial mortgage loans and has been servicing residential    
mortgage loans since 1988, and non prime mortgage loans since 1994. Ocwen is one
of the largest third-party subprime mortgage loan servicers in the United       
States. OCN and its related companies currently employ more than 3,500 people   
worldwide with domestic residential mortgage loan servicing and processing      
centers in Orlando, Florida and Chicago, Illinois and related international     
offices in Bangalore and Mumbai, India. Ocwen specializes in the management of  
sub-performing and non performing assets, including severely delinquent and     
labor-intensive mortgage loans and REO assets. Ocwen's servicing experience     
generally includes collection, loss mitigation, default reporting, bankruptcy,  
foreclosure and REO property management.                                        

      As of December 31, 2005, Ocwen provided servicing for residential mortgage
loans with an aggregate unpaid principal balance of approximately $42.8 billion,
substantially all of which are being serviced for third parties, including loans
in over 250 securitizations. The table below sets forth the aggregate unpaid    
principal balance of the subprime mortgage loans serviced by Ocwen at the end of
each of the indicated periods.                                                  

 OCWEN
SUBPRIME SERVICING PORTFOLIO
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                         AGGREGATE          AGGREGATE          AGGREGATE          AGGREGATE    
AGGREGATE PRINCIPAL      PRINCIPAL      PRINCIPAL BALANCE  PRINCIPAL BALANCE  PRINCIPAL BALANCE
   BALANCE AS OF       BALANCE AS OF      AS OF DECEMBER     AS OF DECEMBER     AS OF DECEMBER 
 DECEMBER 31, 2001   DECEMBER 31, 2002       31, 2003           31, 2004           31, 2005    
-------------------  -----------------  -----------------  -----------------  -----------------
                                                                                               
     $17,422,016       $26,356,007          $30,551,242        $28,367,753       $37,424,696   

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OCWEN'S DELINQUENCY AND FORECLOSURE EXPERIENCE                      

    The following tables set forth, for the subprime mortgage loan servicing
portfolio serviced by Ocwen, certain information relating to the delinquency,   
foreclosure, REO and loss experience with respect to such mortgage loans        
(including loans in foreclosure in Ocwen's servicing portfolio (which portfolio 
does not include mortgage loans that are subserviced by others)) at the end of  
the indicated periods. The indicated periods of delinquency are based on the    
number of days past due on a contractual basis. No mortgage loan is considered  
delinquent for these purposes until it is one month past due on a contractual   
basis. Ocwen's portfolio may differ significantly from the mortgage loans in the
mortgage loan pool in terms of interest rates, principal balances, geographic   
distribution, types of properties, lien priority, origination and underwriting  
criteria, prior servicer performance and other possibly relevant                
characteristics. There can be no assurance, and no representation is made, that 
the delinquency and foreclosure experience with respect to the mortgage loans in
the mortgage loan pool will be similar to that reflected in the table below, nor
is any representation made as to the rate at which losses may be experienced on 
liquidation of defaulted mortgage loans in the mortgage loan pool. The actual   
delinquency experience with respect to the mortgage loans in the mortgage loan  
pool will depend, among other things, upon the value of the real estate securing
such mortgage loans in the mortgage loan pool and the ability of the related    
borrower to make required payments. It should be noted that if the residential  
real estate market should experience an overall decline in property values, the 
actual rates of delinquencies and foreclosures could be higher than those       
previously experienced by Ocwen. In addition, adverse economic conditions may   
affect the timely payment by borrowers of scheduled payments of principal and   
interest on the mortgage loans in the mortgage loan pool and, accordingly, the  
actual rates of delinquencies and foreclosures with respect to the mortgage loan
pool. Finally, the statistics shown below represent the delinquency experience  
for Ocwen's mortgage servicing portfolio only for the periods presented, whereas
the aggregate delinquency experience with respect to the mortgage loans         
comprising the mortgage loan pool will depend on the results obtained over the  
life of the mortgage loan pool.                                                 

 OCWEN
DELINQUENCIES AND FORECLOSURES
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                               AS OF                                                 AS OF                     
                                         DECEMBER 31, 2002                                     DECEMBER 31, 2003               
                          -------------------------------------------------  --------------------------------------------------
                          BY NO.                    PERCENT BY   PERCENT BY  BY NO.                    PERCENT BY    PERCENT BY
                            OF         BY DOLLAR      NO. OF       DOLLAR      OF        BY DOLLAR       NO. OF        DOLLAR  
                          LOANS         AMOUNT        LOANS        AMOUNT     LOANS        AMOUNT        LOANS         AMOUNT  
                          -----         ------        -----        ------     -----        ------        -----         ------  
                                                                                                                               
Total Portfolio           229,335    $26,356,007     100.00%       100.00%    256,891   $30,551,242      100.00%      100.00%  
Period of Delinquency(1)                                                                                                       
    30-59 days              8,483    $   858,552       3.70%         3.26%     10,662   $ 1,117,125        4.15%        3.66%  
    60-89 days              3,718    $   393,762       1.62%         1.49%      4,595   $   488,900        1.79%        1.60%  
    90 days or more        19,823    $ 1,820,509       8.64%         6.91%     24,050   $ 2,341,837        9.36%        7.67%  
Total Delinquent Loans     32,024    $ 3,072,823      13.96%        11.66%     39,307   $ 3,947,862       15.30%       12.92%  
Loans in Foreclosure(2)     8,323    $   849,266       3.63%         3.22%      9,800   $ 1,057,710        3.81%        3.46%  

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                                                        [Enlarge/Download Table]

                                             AS OF                                                 AS OF                      
                                       DECEMBER 31, 2004                                     DECEMBER 31, 2005                
                         -------------------------------------------------   -------------------------------------------------
                         BY NO.                   PERCENT BY    PERCENT BY   BY NO.                     PERCENT BY  PERCENT BY
                           OF        BY DOLLAR      NO. OF        DOLLAR      OF        BY DOLLAR         NO. OF      DOLLAR  
                         LOANS        AMOUNT        LOANS         AMOUNT     LOANS        AMOUNT          LOANS       AMOUNT  
                         -----        ------        -----         ------     -----        ------          -----       ------  
                                                                                                                              
Total Portfolio          237,985   $28,367,753     100.00%       100.00%    304,153    $37,424,696       100.00%     100.00%  
Period of                                                                                                                     
Delinquency(1)                                                                                                                
    30-59 days            11,251   $ 1,127,427       4.73%         3.97%     15,854    $ 1,678,284         5.21%       4.48%  
    60-89 days             5,066   $   515,826       2.13%         1.82%      7,701    $   773,139         2.53%       2.07%  
    90 days or more       26,459   $ 2,545,313      11.12%         8.97%     34,669    $ 3,336,423        11.40%       8.92%  
Total Delinquent Loans    42,776   $ 4,188,566      17.97%        14.77%     58,224    $ 5,787,845        19.14%      15.47%  
Loans in Foreclosure(2)    9,599   $   975,961       4.03%         3.44%      9,057    $   924,118         2.98%       2.47%  

----------                                                                      
(1)   Includes 25,483 loans totaling $2,393,333 for December 31, 2005, which    
were delinquent at the time of transfer to Ocwen.                   
(2)   Loans in foreclosure are also included under the heading "Total Delinquent
Loans."                                                             

                                           OCWEN
                                           REAL ESTATE OWNED
                                          (DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                              AS OF                      AS OF                    AS OF                   AS OF          
                        DECEMBER 31, 2002          DECEMBER 31, 2003        DECEMBER 31, 2004      DECEMBER 31, 2005     
                      ----------------------   -----------------------   ----------------------   ---------------------- 
                      BY NO. OF    BY DOLLAR   BY NO. OF     BY DOLLAR   BY NO. OF    BY DOLLAR   BY NO. OF    BY DOLLAR 
                        LOANS       AMOUNT       LOANS         AMOUNT      LOANS        AMOUNT      LOANS        AMOUNT  
                      ---------    ---------   ---------     ---------   ---------    ---------   ---------    --------- 
                                                                                                                         
Total Portfolio        229,335    $26,356,007   256,891     $30,551,242   237,985    $28,367,753   304,153    $37,424,696
Foreclosed Loans(1)      3,484    $   285,598     4,849     $   437,510     4,858    $   439,890     4,475    $   390,412
Foreclosure Ratio(2)     1.52%          1.08%     1.89%           1.43%     2.04%          1.55%     1.47%          1.04%

----------                                                                      
(1)   For the purpose of these tables, "Foreclosed Loans" means the principal   
  balance of mortgage loans secured by mortgaged properties the title to
which has been acquired by Ocwen.                                   
(2)   The "Foreclosure Ratio" is equal to the aggregate principal balance or    
     number of Foreclosed Loans divided by the aggregate principal balance, or
      number, as applicable, of mortgage loans in the Total Portfolio at the end
of the indicated period.                                            

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 OCWEN
 LOAN GAIN/(LOSS) EXPERIENCE
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                AS OF              AS OF              AS OF              AS OF      
                          DECEMBER 31, 2002  DECEMBER 31, 2003  DECEMBER 31, 2004  DECEMBER 31, 2005
                          -----------------  -----------------  -----------------  -----------------
                                                                                                    
Total Portfolio(1)          $26,356,007       $ 30,551,242          $28,367,753       $37,424,696   
Net Gains/(Losses)(2)(3)    $  (275,036)      $   (249,516)         $  (348,145)      $  (406,451)  
Net Gains/(Losses) as a                                                                             
   Percentage of Total                                                                              
   Portfolio                      (1.04)%            (0.82)%              (1.23)%           (1.09)% 

----------                                                                      
(1)   "Total Portfolio" on the date stated above, is the principal balance of   
the mortgage loans outstanding on the last day of the period.       

(2)   "Net Gains/(Losses)" are actual gains or losses incurred on liquidated    
     properties and shortfall payoffs for the preceding one year period. Gains
   or losses on liquidated properties are calculated as net sales proceeds
less unpaid principal at the time of payoff. Shortfall payoffs are  
calculated as the difference between the principal payoff amount and
unpaid principal at the time of payoff.                             

(3)   Includes ($123,605) as of December 31, 2005 of losses attributable to     
loans, which were delinquent at the time of transfer to Ocwen.      

PRIOR SECURITIZATIONS                                               

     In the past three years, Ocwen has not been terminated as a servicer in a
residential mortgage backed securities transaction due to a servicer default or 
application of a servicing performance test or trigger. In the past three years,
Ocwen has not failed to make any required advance with respect to any issuance  
of residential mortgage backed securities transactions.                         

OCWEN'S POLICIES AND PROCEDURES                                     

Upon boarding a mortgage loan, various types of information are     
automatically loaded into Ocwen's mortgage loan servicing system                
("REALSERVICING"). Ocwen then makes all reasonable efforts to collect the       
contractual mortgage loan payments that are due by the borrower pursuant to the 
applicable mortgage loan documents and, consistent with the applicable servicing
agreement, will follow such collection procedures that are customary with       
respect to comparable mortgage loans.                                           

     Ocwen's collection policy seeks to identify payment problems at the early
stage of delinquency and, if necessary, to address such delinquency in order to 
preserve the equity of a pre-foreclosure mortgage property. Ocwen uses a        
consistent application, a proactive consulting approach, defined call           
strategies, and enhanced payment methods to assist the collection process. On a 
monthly basis, borrowers are mailed their monthly statement in advance of the   
due date. All borrowers can obtain loan information and make payments via web   
access (www.ocwen.com), as well as direct dial customer service.                

    Ocwen utilizes multiple strategies in order to identify payment problems
while working with borrowers to make their monthly payment in a timely manner.  
The potential for losses is mitigated using internal proprietary models to      
project performance and required advances and to assist in identifying workout  
options. On a monthly basis the delinquency status is determined for each       
mortgage loan. A collector then calls the borrower to make payment arrangements.
If payments have not been collected by the date a late charge becomes effective,
a standard reminder letter is mailed to the borrower.                           

Subject to the limitations set forth in the applicable servicing    
agreement, Ocwen, in its discretion, may waive any assumption fees, late payment
charges, or other charges in connection with the underlying mortgage loans,     
modify any term of a mortgage loan, consent to the postponement of strict       
compliance with any such terms, or grant indulgence to any borrower.            

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    If a loan becomes non-performing, projections are conducted on a monthly
basis using proprietary cash-flow models that help determine the recoverability 
of losses and the preservation of equity. Various marketing scenarios are       
analyzed using an updated broker price opinion and appraisals to assist in      
projecting property cash flow. If the projected loss severity reaches or exceeds
100% (proceeds less expenses) then future advances on the mortgage loan are     
deemed non-recoverable and a recommendation is then made to stop making such    
advances. A more in-depth analysis is conducted to determine if charge-off is   
appropriate.                                                                    

 If reasonable collection efforts have not been successful, Ocwen will
determine whether a foreclosure proceeding is appropriate. Additional           
proprietary models are used to project future costs that may occur while        
completing foreclosure and ultimately liquidating the loan.                     

   Ocwen complies with standard servicing practices in utilizing customary
external vendors for such functions as obtaining property appraisals, broker    
price opinions, property preservation functions and legal counsel. These        
functions are monitored and reviewed by Ocwen.                                  

    Over the past three years, there has been no material changes in Ocwen's
servicing policies and procedures.                                              

COMPENSATION OF THE SERVICER                                                    

As compensation for its services as servicer, the servicer will be  
entitled to receive a servicing fee and other compensation payable to the       
servicer under the pooling and servicing agreement.                             

    Under the terms of the pooling and servicing agreement, the servicer may
withdraw from the collection account, (i) the servicing fee with respect to each
distribution date, (ii) amounts necessary to reimburse the servicer for any     
previously unreimbursed advances and any advance that the servicer deems to be  
nonrecoverable from the applicable mortgage loan proceeds, (iii) amounts in     
respect of reimbursements to which the servicer is entitled in accordance with  
the terms of the pooling and servicing agreement and (iv) any other amounts     
permitted to be withdrawn under the terms of the pooling and servicing          
agreement. The servicer will be required to pay all ordinary expenses incurred  
by it in connection with its activities as servicer without reimbursement.      

INDEMNIFICATION AND THIRD PARTY CLAIMS                                          

    The servicer will be required to indemnify the depositor and the trustee
and hold each of them harmless against any claims, losses, damages, penalties,  
fines, forfeitures, reasonable and necessary legal fees and related costs,      
judgments, and any other costs, fees and expenses resulting from the failure of 
the servicer to perform its duties and service the mortgage loans in compliance 
with the terms of the pooling and servicing agreement. Any cause of action      
against the servicer relating to or arising out of the failure of the servicer  
to perform its duties and service the mortgage loans in compliance with the     
terms of the pooling and servicing agreement will accrue upon discovery of such 
third party claim by the servicer. The servicer will be obligated to assume the 
defense of any such claim and pay all expenses in connection with the claim,    
including reasonable counsel fees, and promptly pay, discharge and satisfy any  
judgment or decree that may be entered against it or the depositor or the       
trustee in respect of such claim.                                               

      The trust will be obligated to indemnify the servicer and hold it harmless
against any loss, liability or expense incurred in connection with any audit,   
controversy or judicial proceeding relating to a governmental taxing authority  
or any legal action relating to the pooling and servicing agreement or the      
certificates or any other unanticipated or extraordinary expense, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith 
or negligence in the performance of its duties under the pooling and servicing  
agreement or by reason of its reckless disregard of its duties and obligations  
under such agreement. The servicer will be entitled to reimbursement for any    
such indemnified amount from funds on deposit in the collection account.        

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LIMITATION OF LIABILITY OF THE SERVICER                                         

 Neither the servicer nor any of its directors, officers, employees or
agents will be under any liability to the trust or the certificateholders for   
any action taken, or for refraining from the taking of any action, in good      
faith, or for errors in judgment. However, the servicer will remain liable for  
any breach of its representations and warranties made by it in the pooling and  
servicing agreement and for its willful misfeasance, bad faith or negligence or 
reckless disregard in the performance of its duties under the pooling and       
servicing agreement. The servicer will be under no obligation to appear in,     
prosecute or defend any legal action that is not incidental to its duties to    
service the mortgage loans in accordance with the pooling and servicing         
agreement and that in the opinion of the servicer may involve it in any expenses
or liability. However, the servicer may in its sole discretion undertake any    
such action that it may deem necessary or desirable in respect of the pooling   
and servicing agreement and the rights and duties of the parties to that        
agreement and the interests of the trustee and the certificateholders under that
agreement. In the event of any litigation regarding the servicer's duties, the  
legal expenses and costs of such action and any liability resulting from such   
action will be borne by the trust.                                              

MERGER OR CONSOLIDATION OF THE SERVICER; RESIGNATION                            

    Any entity into which the servicer may be merged or consolidated, or any
entity resulting from any merger, consolidation or any entity that succeeds to  
the business of the servicer, will become the successor to the servicer, without
the execution or filing of any paper or any further act on the part of any of   
the parties to the pooling and servicing agreement. However, the successor      
servicer must be an entity that is qualified to service mortgage loans on behalf
of Fannie Mae or Freddie Mac and such merger, consolidation or succession must  
not adversely affect the then-current rating or ratings on the Offered          
Certificates.                                                                   

   The servicer will be permitted to resign if the servicer's duties under
the pooling and servicing agreement are no longer permissible under applicable  
law or by mutual consent of the servicer, the depositor and the trustee. Any    
resignation of the servicer because its duties under the pooling and servicing  
agreement are no longer permissible under applicable law will be evidenced by an
opinion of counsel prepared by counsel to the servicer and delivered to the     
depositor and the trustee. No such resignation will become effective until a    
successor servicer assumes the servicer's responsibilities and obligations under
the pooling and servicing agreement.                                            

 THE SPONSOR

The sponsor is Goldman Sachs Mortgage Company, a New York limited   
partnership. GSMC is the parent of the depositor and an affiliate of the        
underwriter.                                                                    

GSMC has been the sponsor of securitizations backed by second-lien  
mortgage loans since 2005. The following table describes the approximate volume 
of second-lien mortgage loan securitizations sponsored by GSMC since 2005.      

YEAR                APPROXIMATE VOLUME  
----                ------------------  
2005                  $1.430 billion    

See "THE SPONSOR" in the prospectus.                                

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 STATIC POOL INFORMATION

Information concerning the sponsor's prior residential mortgage loan
securitizations involving mortgage loans secured by second lien mortgages or    
deeds of trust in residential real properties issued by the depositor is        
available on the internet at www.gs.com/staticpoolinfo. On this website, under  
"Second Lien" and "GSAMP 2006-S3", you can view for each of these               
securitizations, summary pool information as of the date of the prospectus      
supplement for the related securitization, and delinquency, cumulative loss, and
prepayment information as of each distribution date by securitization for the   
past five years or, since the applicable securitization closing date if the     
applicable securitization closing date occurred less than five years from the   
date of this prospectus supplement. Each of these mortgage loan securitizations 
is unique, and the characteristics of each securitized mortgage loan pool varies
from each other as well as from the mortgage loans to be included in the trust  
that will issue the certificates offered by this prospectus supplement. In      
addition, the performance information relating to the prior securitizations     
described above may have been influenced by factors beyond the sponsor's        
control, such as housing prices and market interest rates. Therefore, the       
performance of these prior mortgage loan securitizations is likely not to be    
indicative of the future performance of the mortgage loans to be included in the
trust related to this offering.                                                 

     In the event any changes or updates are made to the information available
on the website, the depositor will provide to any person a copy of the          
information as it existed as of the date of this prospectus supplement upon     
request who writes or calls the depositor at 85 Broad Street, New York, New York
10004, Attention: Jennifer Cohen, telephone number (212) 357-2280.              

 In addition, the information available on the website relating to any
mortgage loan securitizations issued prior to January 1, 2006 is not deemed to  
be part of the accompanying prospectus or the depositor's registration          
statement.                                                                      

 THE DEPOSITOR

      The depositor is GS Mortgage Securities Corp., a Delaware corporation. The
depositor is a wholly-owned subsidiary of the sponsor, GSMC, and is an affiliate
of the underwriter. The depositor will not have any business operations other   
than securitizing mortgage assets and related activities.                       

THE ISSUING ENTITY

  GSAMP Trust 2006-S3, the issuing entity, will be formed on the closing
date pursuant to the pooling and servicing agreement. The issuing entity will be
a New York common law trust with no officers or directors and no continuing     
duties other than to hold and service the mortgage loans and related assets and 
issue the certificates. The fiscal year end for the issuing entity will be      
December 31, commencing with December 31, 2006.                                 

 THE TRUSTEE

     Deutsche Bank National Trust Company ("DBNTC") will act as trustee. DBNTC
is a national banking association which has an office in Santa Ana, California. 
DBNTC has previously been appointed to the role of trustee for numerous         
mortgage-backed transactions in which residential mortgages comprised the asset 
pool and has significant experience in this area. As trustee, DBNTC will be     
calculating certain items and reporting as set forth in the pooling and         
servicing agreement. DBNTC has acted as calculation agent in numerous           
mortgage-backed transactions since 1991. DBNTC also will act as one of the      
custodians of the mortgage files pursuant to the pooling and servicing          
agreement. DBNTC has performed this custodial role in numerous mortgage-backed  
transactions since 1991. DBNTC will                                             

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maintain the mortgage files in secure, fire-resistant facilities. DBNTC will not
physically segregate the mortgage files from other mortgage files in DBNTC's    
custody but they will be kept in shared facilities. However, DBNTC's proprietary
document tracking system will show the location within DBNTC's facilities of    
each mortgage file and will show that the mortgage loan documents are held by   
the trustee on behalf of the trust. DBNTC has no pending legal proceedings that 
would materially affect its ability to perform its duties as trustee on behalf  
of the certificateholders or as custodian. DBNTC may perform certain of its     
obligations through one or more third party vendors. However, DBNTC shall remain
liable for the duties and obligations required of it under the pooling and      
servicing agreement.                                                            

DBNTC is providing the information in the foregoing paragraph at the
depositor's request in order to assist the depositor with the preparation of its
disclosure documents to be filed with the Securities and Exchange Commission    
pursuant to Regulation AB. Otherwise, DBNTC has not participated in the         
preparation of such disclosure documents and assumes no responsibility or       
liability for their contents.                                                   

  Under the terms of the pooling and servicing agreement, the trustee is
responsible for trust administration and certain calculation duties, which      
includes pool performance calculations, distribution calculations, the          
preparation of monthly distribution reports, and the preparation and filing of  
tax returns on behalf of the trust REMICs, monthly reports on Form 10-D (based  
on information included in the monthly distribution date statements and other   
information provided by other transaction parties) and annual reports on Form   
10-K that are required to be filed with the Securities and Exchange Commission  
on behalf of the issuing entity. The trustee also will act as paying agent and  
certificate registrar for the certificates.                                     

      For information, with respect to the trustee's liability under the pooling
and servicing agreement and any indemnification that the trustee will be        
entitled to from the trust, see "THE POOLING AND SERVICING AGREEMENT--CERTAIN   
MATTERS REGARDING THE DEPOSITOR, THE SERVICER, THE CUSTODIANS AND THE TRUSTEE"  
in this prospectus supplement.                                                  

THE CUSTODIANS

Wells Fargo Bank, N.A., a national banking association, will act as 
custodian with respect to the Fremont mortgage loans, J.P. Morgan Trust Company,
National Association, a national banking association, will act as a custodian   
with respect to approximately 88.80% of the Conduit mortgage loans and U.S. Bank
National Association, a national banking association, will act as a custodian   
with respect to approximately 11.20% of the Conduit mortgage loans. The trustee 
will have the custodial responsibilities with respect to the mortgage files for 
all of the Long Beach mortgage loans.                                           

  The principal executive office of Wells Fargo Bank, N.A. is located at
1015 10th Avenue SE, Minneapolis, Minnesota 55414, and its telephone number is  
(612) 667-1117.                                                                 

 The principal executive office of J.P. Morgan Trust Company, National
Association is located at 2220 Chemsearch Boulevard, Suite 150, Irving, Texas   
75062, and its telephone number is (972) 785-5274.                              

  The principal executive office of U.S. Bank is located at U.S. Bancorp
Center, 800 Nicoliet Mall, Minneapolis, Minnesota 55402, and its telephone      
number is (651) 695-6105.                                                       

  Each custodian will act as a custodian of the applicable mortgage loan
files pursuant to the pooling and servicing agreement. Each custodian will be   
responsible to hold and safeguard the applicable mortgage notes and other       
contents of the applicable mortgage files on behalf of the certificateholders.  
Each custodian segregates the applicable mortgage files for which it acts as    
custodian by boarding each applicable mortgage file in an electronic tracking   
system, which identifies the owner of the mortgage file and the mortgage file's 
specific location in the applicable custodian's vault.                          

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 For information, with respect to each custodian's liability under the
pooling and servicing agreement and any indemnification that the custodian will 
be entitled to from the trust, see "THE POOLING AND SERVICING AGREEMENT--CERTAIN
MATTERS REGARDING THE DEPOSITOR, THE SERVICER, THE CUSTODIANS AND THE TRUSTEE"  
in this prospectus supplement.                                                  

 DESCRIPTION OF THE CERTIFICATES

 On the closing date, the trust will be created and the depositor will
cause the trust to issue the certificates. The certificates will be issued in   
sixteen classes, the Class A-1, Class A-2, Class A-3, Class M-1, Class M-2,     
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class B-1, Class B-2,    
Class P, Class X, Class X-1 and Class R certificates. Only the Class A, Class   
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7        
certificates (collectively, the "OFFERED CERTIFICATES") will be offered under   
this prospectus supplement. The Class A-3, Class M-1, Class M-2, Class M-3 and  
Class M-4 certificates are also referred to as "LIBOR CERTIFICATES" in this     
prospectus supplement. The Class A-1, Class A-2, Class M-5, Class M-6, Class    
M-7, Class B-1 and Class B-2 certificates are also referred to as "FIXED        
CERTIFICATES" in this prospectus supplement. The certificates will collectively 
represent the entire undivided ownership interest in the trust fund created and 
held under the pooling and servicing agreement, subject to the limits and       
priority of distribution provided for in that agreement.                        

The trust fund will consist of:                                     

      o     the mortgage loans, together with the related mortgage files and all
            related collections and proceeds due and collected after the cut-off
date,                                                   

     o     such assets as from time to time are identified as REO property and
related collections and proceeds,                       

o     assets that are deposited in the accounts, and invested in    
accordance with the pooling and servicing agreement, and

o     the Yield Maintenance Agreement.                              

    The Offered Certificates will be issued and available only in book-entry
form, in denominations of $25,000 initial principal amount and integral         
multiples of $1 in excess of $25,000, except that one certificate of each class 
may be issued in an amount less than $25,000.                                   

     Voting rights will be allocated among holders of the Offered Certificates
and the Class B-1 certificates and Class B-2 certificates in proportion to the  
Class Certificate Balances of their respective certificates on such date, except
that the Class X and Class P certificates will each be allocated 1% of the      
voting rights. The Class X and Class P certificates will initially be held by   
Goldman, Sachs & Co.                                                            

 The Offered Certificates and the Class B-1 certificates and Class B-2
certificates represent interests in all of the mortgage loans in the trust fund.

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     The following chart illustrates generally the distribution priorities and
subordination features applicable to the Offered Certificates.                  

   |      -----------------      / \
  |          Class A-1,          |
  |          Class A-2,          |
  |          Class A-3*          |
  |      -----------------       |
  |                              |
  |          Class M-1           |
  |      -----------------       |
  |                              |
  |          Class M-2           |
  |      -----------------       |
  |                              |
Accrued        |          Class M-3           |             
certificate    |      -----------------       |             
interest,      |                              |     Losses  
then           |          Class M-4           |             
principal      |      -----------------       |             
  |                              |
  |          Class M-5           |
  |      -----------------       |
  |                              |
  |          Class M-6           |
  |      -----------------       |
  |                              |
\ /         Class M-7           
 -----------------

 Non-Offered
Certificates
 -----------------

* Principal distributions to the Class A-1, Class A-2 and Class A-3 certificates
will be distributed sequentially, to the Class A-1, Class A-2 and Class A-3     
certificates, in that order, in each case until the class certificate balance   
thereof has been reduced to zero.                                               

BOOK-ENTRY REGISTRATION                                                         

 The Offered Certificates are sometimes referred to in this prospectus
supplement as "BOOK-ENTRY CERTIFICATES." No person acquiring an interest in the 
book-entry certificates will be entitled to receive a definitive certificate    
representing an obligation of the trust, except under the limited circumstances 
described in this prospectus supplement. Beneficial owners may elect to hold    
their interests through DTC, in the United States, or Clearstream Banking,      
societe anonyme or Euroclear Bank, as operator of the Euroclear System, in      
Europe. Transfers within DTC, Clearstream or Euroclear, as the case may be, will
be in accordance with the usual rules and operating procedures of the relevant  
system. So long as the Offered Certificates are book-entry certificates, such   
certificates will be evidenced by one or more certificates registered in the    
name of Cede & Co., which will be the "holder" of such certificates, as the     
nominee of DTC or one of the relevant depositories. Cross-market transfers      
between persons holding directly or indirectly through DTC, on the one hand, and
counterparties holding directly or indirectly through Clearstream or Euroclear, 
on the other, will be effected in DTC through the relevant depositories of      
Clearstream or Euroclear, respectively, and each a participating member of DTC. 
The interests of the beneficial owners of interests in the Offered Certificates 
will be represented by book entries on the records of DTC and its participating 
members. All references in this prospectus supplement to the Offered            
Certificates reflect the rights of beneficial owners only as such rights may be 
exercised through DTC and its participating organizations for so long as such   
certificates are held by DTC.                                                   

     The beneficial owners of the Offered Certificates may elect to hold their
certificates through DTC in the United States, or Clearstream or Euroclear if   
they are participants in such systems, or indirectly through organizations which
are participants in such systems. The Offered Certificates will be issued in one
or more certificates which in the aggregate equal the outstanding principal     
balance of the related class of certificates and will initially be registered in
the name of Cede & Co., the nominee of DTC. Clearstream and Euroclear will hold 
omnibus positions on behalf of their participants through customers securities  
accounts in Clearstream's and Euroclear's names on the books of their respective
depositories which in turn will hold such positions in customers' securities    
accounts in the depositories names on the books of DTC. Except as described     
below, no beneficial owner will be entitled to receive a physical or            

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definitive certificates. Unless and until definitive certificates are issued, it
is anticipated that the only holder of the Offered Certificates will be Cede &  
Co., as nominee of DTC. Beneficial owners will not be holders or                
certificateholders as those terms are used in the pooling and servicing         
agreement. Beneficial owners are only permitted to exercise their rights        
indirectly through participants and DTC.                                        

The beneficial owner's ownership of a book-entry certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or other
financial intermediary that maintains the beneficial owner's account for such   
purpose. In turn, the financial intermediary's ownership of such book-entry     
certificate will be recorded on the records of DTC or on the records of a       
participating firm that acts as agent for the financial intermediary, whose     
interest will in turn be recorded on the records of DTC, if the beneficial      
owner's financial intermediary is not a DTC participant and on the records of   
Clearstream or Euroclear, as appropriate.                                       

DTC is a limited-purpose trust company organized under the New York 
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"        
registered pursuant to the provisions of Section 17A of the Securities Exchange 
Act of 1934. DTC also facilitates the post-trade settlement among DTC           
participants of sales and other securities transactions in deposited securities,
through electronic computerized book-entry transfers and pledges between        
participants' accounts. This eliminates the need for physical movement of       
securities. Participants include both U.S. and non-U.S. securities brokers,     
dealers, banks, trust companies, clearing corporations, and certain other       
organizations. DTC is a wholly-owned subsidiary of The Depository Trust &       
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of           
participants of DTC and Members of the National Securities Clearing Corporation,
Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation    
(NSCC, FICC and EMCC, also subsidiaries of DTCC), as well as by the New York    
Stock Exchange, Inc., the American Stock Exchange LLC, and the National         
Association of Securities Dealers, Inc. Access to the DTC system is also        
available to others such as both U.S. and non-U.S. securities brokers and       
dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a participant, either directly or        
indirectly. The DTC rules applicable to its participants are on file with the   
SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.   

      Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers of book-entry      
certificates, such as the Offered Certificates, among participants on whose     
behalf it acts with respect to the book-entry certificates and to receive and   
transmit distributions of principal of and interest on the book-entry           
certificates. Participants and indirect participants with which beneficial      
owners have accounts with respect to the book-entry certificates similarly are  
required to make book-entry transfers and receive and transmit such             
distributions on behalf of their respective beneficial owners.                  

    Beneficial owners that are not participants or indirect participants but
desire to purchase, sell or otherwise transfer ownership of, or other interests 
in, book-entry certificates may do so only through participants and indirect    
participants. In addition, beneficial owners will receive all distributions of  
principal and interest from the trustee, or a paying agent on behalf of the     
trustee, through DTC participants. DTC will forward such distributions to its   
participants, which thereafter will forward them to indirect participants or    
beneficial owners. Beneficial owners will not be recognized by the trustee or   
any paying agent as holders of the Offered Certificates, and beneficial owners  
will be permitted to exercise the rights of the holders of the Offered          
Certificates only indirectly through DTC and its participants.                  

Because of time zone differences, it is possible that credits of    
securities received in Clearstream or Euroclear as a result of a transaction    
with a participant will be made during subsequent securities settlement         
processing and dated the business day following the DTC settlement date. Such   
credits or any transactions in such securities settled during such processing   
will be reported to the relevant Euroclear or Clearstream participants on such  
business day. Cash received in Clearstream or Euroclear as a result of sales of 
securities by or through a Clearstream participant or Euroclear participant to a
DTC participant will be received with value on the DTC settlement date but, due 
to time zone differences, may                                                   

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be available in the relevant Clearstream or Euroclear cash account only as of   
the business day following settlement in DTC.                                   

   Transfers between participants will occur in accordance with DTC rules.
Transfers between Clearstream participants and Euroclear participants will occur
in accordance with their respective rules and operating procedures.             

 Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream    
participants or Euroclear participants, on the other, will be effected in DTC in
accordance with DTC rules on behalf of the relevant European international      
clearing system by the relevant depositary, each of which is a participating    
member of DTC; provided, however, that such cross-market transactions will      
require delivery of instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its rules and      
procedures and within its established deadlines. The relevant European          
international clearing system will, if the transaction meets its settlement     
requirements, deliver instructions to the relevant depositary to take action to 
effect final settlement on its behalf by delivering or receiving securities in  
DTC, and making or receiving distribution in accordance with normal procedures  
for same day funds settlement applicable to DTC. Clearstream participants and   
Euroclear participants may not deliver instructions directly to the relevant    
depositories for Clearstream or Euroclear.                                      

Clearstream holds securities for its participant organizations and  
facilitates the clearance and settlement of securities transactions between     
Clearstream participants through electronic book-entry changes in accounts of   
Clearstream participants, thus eliminating the need for physical movement of    
securities. Transactions may be settled through Clearstream in many currencies, 
including United States dollars. Clearstream provides to its Clearstream        
participants, among other things, services for safekeeping, administration,     
clearance and settlement of internationally traded securities and securities    
lending and borrowing. Clearstream interfaces with domestic markets in several  
countries. Clearstream participants are recognized financial institutions around
the world, including underwriters, securities brokers and dealers, banks, trust 
companies, clearing corporations and certain other organizations. Indirect      
access to Clearstream is also available to others, such as banks, brokers,      
dealers and trust companies that clear through or maintain a custodial          
relationship with a Clearstream participant, either directly or indirectly.     

      Euroclear was created to hold securities for its participants and to clear
and settle transactions between its participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical  
movement of certificates and any risk from lack of simultaneous transfers of    
securities and cash. The Euroclear System is owned by Euroclear plc and operated
through a license agreement by Euroclear Bank S.A./N.V., a bank incorporated    
under the laws of the Kingdom of Belgium (the "EUROCLEAR OPERATOR"). The        
Euroclear Operator holds securities and book-entry interests in securities for  
participating organizations and facilitates the clearance and settlement of     
securities transactions between Euroclear participants, and between Euroclear   
participants and participants of certain other securities intermediaries through
electronic book-entry changes in accounts of such participants or other         
securities intermediaries. Non-participants of Euroclear may hold and transfer  
book-entry interests in the Offered Certificates through accounts with a direct 
participant of Euroclear or any other securities intermediary that holds        
book-entry interests in the Offered Certificates through one or more securities 
intermediaries standing between such other securities intermediary and the      
Euroclear Operator.                                                             

Securities clearance accounts and cash accounts with the Euroclear  
Operator are governed by the Terms and Conditions Governing Use of Euroclear and
the related Operating Procedures of the Euroclear System, and applicable Belgian
law. All securities in Euroclear are held on a fungible basis without           
attribution of specific certificates to specific securities clearance accounts. 
The Euroclear Operator acts only on behalf of Euroclear participants and has no 
record of or relationship with the persons holding through Euroclear            
participants.                                                                   

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Distributions on the book-entry certificates will be made on each   
Distribution Date by the trustee to Cede & Co., as nominee of DTC. DTC will be  
responsible for crediting the amount of such distributions to the accounts of   
the applicable DTC participants in accordance with DTC's normal procedures. Each
DTC participant will be responsible for disbursing such distribution to the     
beneficial owners of the book-entry certificates that it represents and to each 
financial intermediary for which it acts as agent. Each such financial          
intermediary will be responsible for disbursing funds to the beneficial owners  
of the book-entry certificates that it represents.                              

Under a book-entry format, beneficial owners of the book-entry      
certificates may experience some delay in their receipt of distributions, since 
such distributions will be forwarded by the trustee to Cede & Co., as nominee of
DTC. Distributions with respect to certificates held through Clearstream or     
Euroclear will be credited to the cash accounts of Clearstream participants or  
Euroclear participants in accordance with the relevant system's rules and       
procedures, to the extent received by the relevant depositary. Such             
distributions will be subject to tax reporting in accordance with relevant      
United States tax laws and regulations. Because DTC can only act on behalf of   
financial intermediaries, the ability of a beneficial owner to pledge book-entry
certificates to persons or entities that do not participate in the DTC system,  
or otherwise take actions in respect of such book-entry certificates, may be    
limited due to the lack of physical certificates for such book-entry            
certificates. In addition, issuance of the book-entry certificates in book-entry
form may reduce the liquidity of such certificates in the secondary market since
certain potential investors may be unwilling to purchase certificates for which 
they cannot obtain physical certificates.                                       

     Monthly and annual reports on the trust provided by the trustee to Cede &
Co., as nominee of DTC, may be made available to beneficial owners upon request,
in accordance with the rules, regulations and procedures creating and affecting 
DTC, and to the financial intermediaries to whose DTC accounts the book-entry   
certificates of such beneficial owners are credited.                            

      DTC has advised the depositor that it will take any action permitted to be
taken by a holder of the Offered Certificates under the pooling and servicing   
agreement only at the direction of one or more participants to whose accounts   
with DTC the book-entry certificates are credited. Additionally, DTC has advised
the depositor that it will take such actions with respect to specified          
percentages of voting rights only at the direction of and on behalf of          
participants whose holdings of book-entry certificates evidence such specified  
percentages of voting rights. DTC may take conflicting actions with respect to  
percentages of voting rights to the extent that participants whose holdings of  
book-entry certificates evidence such percentages of voting rights authorize    
divergent action.                                                               

   None of the trust, the depositor, the servicer or the trustee will have
any responsibility for any aspect of the records relating to or distributions   
made on account of beneficial ownership interests of the book-entry certificates
held by Cede & Co., as nominee for DTC, or for maintaining, supervising or      
reviewing any records relating to such beneficial ownership interests.          

Although DTC, Clearstream and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of certificates among participants  
of DTC, Clearstream and Euroclear, they are under no obligation to perform or   
continue to perform such procedures and such procedures may be discontinued at  
any time. See "DESCRIPTION OF THE SECURITIES--BOOK-ENTRY REGISTRATION" in the   
prospectus.                                                                     

See also the attached Annex I for certain information regarding U.S.
federal income tax documentation requirements for investors holding certificates
through Clearstream or Euroclear (or through DTC if the holder has an address   
outside the United States).                                                     

DEFINITIVE CERTIFICATES                                                         

  The Offered Certificates, which will be issued initially as book-entry
certificates, will be converted to definitive certificates and reissued to      
beneficial owners or their nominees, rather than to DTC or its nominee, only if 
(a) DTC or the depositor advises the trustee in writing that DTC is no longer   
willing or able to properly discharge its responsibilities as depository with   
respect to the book-entry certificates and                                      

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the trustee or the depositor is unable to locate a qualified successor or (b)   
the depositor notifies the trustee and DTC of its intent to terminate the       
book-entry system through DTC and, upon receipt of notice of such intent from   
DTC, the participants holding beneficial interests in the certificates agree to 
initiate such termination.                                                      

   Upon the occurrence of any event described in the immediately preceding
paragraph, DTC or the trustee, as applicable, will be required to notify all    
participants of the availability through DTC of definitive certificates. Upon   
delivery of definitive certificates, the trustee will reissue the book-entry    
certificates as definitive certificates to beneficial owners. Distributions of  
principal of, and interest on, the book-entry certificates will thereafter be   
made by the trustee, or a paying agent on behalf of the trustee, directly to    
holders of definitive certificates in accordance with the procedures set forth  
in the pooling and servicing agreement.                                         

Definitive certificates will be transferable and exchangeable at the
offices of the trustee, its agent or the certificate registrar designated from  
time to time for those purposes. As of the closing, the trustee designates the  
offices of its agent located at DB Services Tennessee, 648 Grassmere Park Road, 
Nashville, Tennessee 37211-3658, Attention: Transfer Unit, for those purposes.  
No service charge will be imposed for any registration of transfer or exchange, 
but the trustee may require payment of a sum sufficient to cover any tax or     
other governmental charge imposed in connection with the transfer or exchange.  

ASSIGNMENT OF THE MORTGAGE LOANS                                                

  Pursuant to a certain mortgage loan purchase and warranties agreement,
Fremont sold the Fremont mortgage loans, without recourse, to GSMC. Pursuant to 
a certain mortgage loan purchase and sale agreement (the "LONG BEACH SALE       
AGREEMENT"), Long Beach sold the Long Beach mortgage loans, without recourse, to
GSMC. Pursuant to certain mortgage loan purchase and warranties agreement, the  
related original loan sellers sold the Conduit mortgage loans, without recourse,
to GSMC. GSMC will sell, transfer, assign, set over and otherwise convey the    
Fremont mortgage loans, the Long Beach mortgage loans and the Conduit mortgage  
loans, including all principal outstanding (after giving effect to payments of  
principal due on that date, whether or not received) as of, and interest due and
accruing after, the close of business on the cut-off date, without recourse, to 
the depositor on the closing date. Pursuant to the pooling and servicing        
agreement, the depositor will sell, without recourse, to the trust, all right,  
title and interest in and to each mortgage loan, including all principal        
outstanding (after giving effect to payments of principal due on that date,     
whether or not received) as of, and interest due after, the close of business on
the cut-off date. Each such transfer will convey all right, title and interest  
in and to (a) principal outstanding as of the close of business on the cut-off  
date (after giving effect to payments of principal due on that date, whether or 
not received) and (b) interest due and accrued on each such mortgage loan after 
the close of business on the cut-off date. However, GSMC will not convey to the 
depositor, and will retain all of its right, title and interest in and to (x)   
principal due on each mortgage loan on or prior to the cut-off date and         
principal prepayments in full and curtailments (I.E., partial prepayments)      
received on each such mortgage loan on or prior to the cut-off date and (y)     
interest due and accrued on each mortgage loan on or prior to the cut-off date. 

GSMC will also convey to the depositor, pursuant to an assignment,  
assumption and recognition agreement (the "FREMONT ASSIGNMENT AGREEMENT"), and  
the depositor will convey to the trust, pursuant to the pooling and servicing   
agreement, certain rights of GSMC with respect to the Fremont mortgage loans    
under the mortgage loan purchase and warranties agreement between Fremont and   
GSMC. GSMC will also convey to the depositor, pursuant to a reconstitution      
agreement (the "LONG BEACH RECONSTITUTION AGREEMENT"), and the depositor will   
convey to the trust, pursuant to the pooling and servicing agreement, certain   
rights of GSMC with respect to the Long Beach mortgage loans under the Long     
Beach Sale Agreement.                                                           

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DELIVERY OF MORTGAGE LOAN DOCUMENTS                                             

In connection with the sale, transfer, assignment or pledge of the  
mortgage loans to the trust, the depositor will cause to be delivered to the    
applicable custodian or the trustee, as applicable, on or before the closing    
date, the following documents with respect to each mortgage loan, which         
documents constitute the mortgage file:                                         

          (a) the original mortgage note, endorsed without recourse in blank
  by the last endorsee, including all intervening endorsements showing a
   complete chain of endorsement from the originator to the last endorsee;

          (b) with respect to any Fremont mortgage loan, the original of any
guaranty executed in connection with the mortgage note (if any);    

           (c) the related original mortgage and evidence of its recording or,
      in certain circumstances, (i) in the case of the Fremont mortgage loans, a
   copy of the mortgage certified by the originator, escrow company, title
     company, or closing attorney, (ii) in the case of the Long Beach mortgage
   loans, a copy of the mortgage certified by Long Beach or the applicable
    public recording office or (iii) a copy of the mortgage together with an
      officer's certificate of the applicable original loan seller (or certified
     by the title company, escrow agent or closing attorney) stating that such
  mortgage has been dispatched for recordation and the original recorded
   mortgage or a copy of such mortgage certified by the appropriate public
      recording office will be promptly delivered upon receipt by the applicable
original loan seller;                                               

        (d) (A) except with respect to each Long Beach mortgage loan and
    except with respect to each MERS Designated Mortgage Loan, the originals
  of all intervening mortgage assignment(s), showing a complete chain of
   assignment from the originator of the related mortgage loan to the last
endorsee or, in certain limited circumstances, (i) a copy of the    
      intervening mortgage assignment together with an officer's certificate (or
     certified by) of the applicable original loan seller (or certified by the
title company, escrow agent or closing attorney) stating that such  
   intervening mortgage assignment has been dispatched for recordation and
      the original intervening mortgage assignment or a copy of such intervening
    mortgage assignment certified by the appropriate public recording office
   will be promptly delivered upon receipt by the applicable original loan
      seller, or (ii) a copy of the intervening mortgage assignment certified by
     the appropriate public recording office to be a true and complete copy of
  the recorded original and (B) with respect to each Long Beach mortgage
     loan, the intervening mortgage assignment(s), or copies of them certified
by Long Beach or the applicable public recording office, showing a  
    complete chain of assignment from the originator of the related mortgage
loan to the last endorsee, which assignment may, at the originator's
    option, be combined with the assignment referred to in clause (e) below;

          (e) except with respect to each MERS Designated Mortgage Loan, the
     original mortgage assignment in recordable form, which, if acceptable for
recording in the relevant jurisdiction, may be included in a blanket
 assignment or assignments, of each mortgage from the last endorsee in
blank;                                                              

      (f) originals of all assumption, modification, and except with
 respect to the Long Beach mortgage loans, consolidation and extension
     agreements, if provided, in those instances where the terms or provisions
 of a mortgage or mortgage note have been modified or such mortgage or
mortgage note has been assumed;                                     

        (g) (A) except with respect to the Long Beach mortgage loans, an
      original (or a copy of the) lender's title insurance policy or a certified
    true copy of the related policy binder or commitment for title certified
to be true and complete by the title insurance company and (B) with 
    respect to the Long Beach mortgage loans, an original (or a copy of the)
 lender's title insurance policy or an original or copy of the related
preliminary title commitment;                                       

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     (h) except with respect to the Long Beach mortgage loans, the
original (or a copy of) any security agreement, chattel mortgage or 
equivalent document executed in connection with the mortgage; and   

            (i) with respect to the Long Beach mortgage loans, the original or a
      copy, certified by the appropriate recording office, of the recorded power
      of attorney, if the mortgage was executed pursuant to a power of attorney,
with evidence of its recording.                                     

   Pursuant to the pooling and servicing agreement, each custodian and the
trustee will agree to execute and deliver on or prior to the closing date an    
acknowledgment of receipt of the original mortgage note, item (a) above, with   
respect to each of the mortgage loans, with any exceptions noted. Each custodian
and the trustee will agree, for the benefit of the holders of the certificates, 
to review, or cause to be reviewed, each mortgage file within ninety days after 
the closing date and to deliver a certification generally to the effect that, as
to each mortgage loan listed in the schedule of mortgage loans,                 

     o     all documents required to be reviewed by it pursuant to the pooling
and servicing agreement are in its possession;          

   o     each such document has been reviewed by it and appears regular on
its face and relates to such mortgage loan;             

  o     based on its examination and only as to the foregoing documents,
       certain information set forth on the schedule of mortgage loans
          accurately reflects the information set forth in the mortgage file
delivered on such date; and                             

     o     each mortgage note has been endorsed as provided in the pooling and
servicing agreement.                                    

 If the applicable custodian or the trustee, as applicable, during the
process of reviewing the mortgage files, finds any document constituting a part 
of a mortgage file that is not executed, has not been received or is unrelated  
to the mortgage loans, or that any mortgage loan does not conform to the        
requirements above or to the description of the requirements as set forth in the
schedule of mortgage loans, the applicable custodian or the trustee, as         
applicable, is required to promptly so notify the Fremont, Long Beach or GSMC,  
as applicable, the servicer and the depositor in writing. Fremont with respect  
to the Fremont mortgage loans and GSMC with respect to the Conduit mortgage     
loans will be required to use reasonable efforts to cause to be remedied a      
material defect in a document constituting part of a mortgage file of which it  
is so notified by the applicable custodian or the trustee, as applicable. The   
depositor, with respect to the Long Beach mortgage loans, will be required to   
use reasonable efforts to cause Long Beach to cause to be remedied a material   
defect in a document constituting part of a mortgage file of which it is so     
notified by the trustee. If, however, within thirty days (in the case of the    
Fremont mortgage loans), sixty days (in the case of the Long Beach mortgage     
loans) or 180 days (in the case of the Conduit mortgage loans) after the earlier
of either discovery by or notice to Fremont, Long Beach or GSMC, as applicable, 
of such defect, the Fremont, Long Beach or GSMC, as applicable, has not caused  
the defect to be remedied, Fremont, Long Beach or GSMC, as applicable, will be  
required to either (a) except with respect to Long Beach, substitute in lieu of 
such mortgage loan a Substitute Mortgage Loan for the defective mortgage loan   
only within one hundred twenty days of the applicable Original Sale Date, in the
case of Fremont, or only within two years of the closing date, in the case of   
GSMC, and remit to the servicer any Substitution Adjustment Amount or (b)       
purchase such mortgage loan at a price equal to the outstanding principal       
balance of such mortgage loan as of the date of purchase, plus all related      
accrued and unpaid interest, plus the amount of any unreimbursed servicing      
advances made by the servicer or other expenses of the servicer or trustee in   
connection with the mortgage loan or the purchase, plus any costs and damages   
incurred by the trust in connection with any violation by the related mortgage  
loan of any predatory or abusive lending law, which purchase price shall be     
deposited in the distribution account on the next succeeding Servicer Remittance
Date after deducting any amounts received in respect of such repurchased        
mortgage loan or loans and being held in the distribution account for future    
distribution to the extent such amounts have not yet been applied to principal  
or interest on such                                                             

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mortgage loan. The obligations of Fremont, Long Beach and GSMC to cure such     
breach or to substitute or purchase any mortgage loan and in the case of Fremont
and Long Beach, to indemnify for such breach, constitute the sole remedies      
respecting a material breach of any such representation or warranty available to
the holders of the certificates, the servicer, the custodians, the trustee and  
the depositor.                                                                  

REPRESENTATIONS AND WARRANTIES RELATING TO THE MORTGAGE LOANS                   

 Pursuant to a mortgage loan purchase and warranties agreement and the
Fremont Assignment Agreement (collectively, the "FREMONT AGREEMENTS"), Fremont  
will make certain representations and warranties with respect to each Fremont   
mortgage loan as of the closing date. Pursuant to the Long Beach Sale Agreement 
and the Long Beach Reconstitution Agreement (collectively, the "LONG BEACH      
AGREEMENTS"), Long Beach made certain representations and warranties with       
respect to each Long Beach mortgage loan as of the related Original Sale Date.  
Pursuant to a representations and warranties agreement (the "REPRESENTATIONS    
AGREEMENT"), GSMC will make certain representations and warranties with respect 
to each Conduit mortgage loan. The representations and warranties made by       
Fremont and GSMC include, but are not limited to:                               

       (1) Except with respect to approximately 0.26% and 1.22% of the
  Fremont mortgage loans and Conduit mortgage loans, respectively, which
     were one payment past due as of the cut-off date, and approximately 0.03%
    of the Fremont mortgage loans which were two payments past due as of the
     cut-off date, no payment required under the mortgage loan is one-month or
more delinquent;                                                    

        (2) The mortgage loan is not subject to any right of rescission,
set-off, counterclaim or defense, including, without limitation, the
defense of usury, nor will the operation of any of the terms of the 
 mortgage note or the mortgage, or the exercise of any right under the
 mortgage note or the mortgage, render either the mortgage note or the
   mortgage unenforceable, in whole or in part, or subject to any right of
      rescission, set-off, counterclaim or defense, including without limitation
the defense of usury, and no such right of rescission, set-off,     
   counterclaim or defense has been asserted with respect to such mortgage
note or mortgage;                                                   

         (3) Pursuant to the terms of the mortgage, all buildings or other
improvements upon the mortgaged property are insured by a generally 
   acceptable insurer against loss by fire or hazards of extended coverage
meeting accepted origination practices;                             

     (4) The mortgage loan at origination complied in all material
respects with all applicable federal, state and local laws;         

        (5) The mortgage is a valid, subsisting and enforceable first or
second (as applicable) lien on the mortgaged property, including all
   buildings and improvements on the mortgaged property and all additions,
     alterations and replacements made at any time with respect to the related
   mortgaged property, with such exceptions as are generally acceptable to
  prudent mortgage lending companies, and such other exceptions to which
     similar properties are commonly subject and which do not individually, or
 in the aggregate, materially and adversely affect the benefits of the
security intended to be provided by such mortgage. The lien of the  
mortgage is subject only to:                                        

(A) the related first lien;                 

               (B) the lien of current real property taxes and assessments
not yet due and payable;                                

              (C) covenants, conditions and restrictions, rights of way,
          easements and other matters of the public record as of the date of
     recording acceptable to prudent mortgage lending institutions
    generally and specifically referred to in the lender's title
         insurance policy delivered to the originator of the mortgage loan
       and (a) specifically referred to or otherwise considered in the
           appraisal made for the originator of the mortgage loan or (b) which
do not                                                  

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          adversely affect the appraised value of the mortgaged property set
forth in such appraisal; and                            

           (D) other matters to which like properties are commonly
          subject which do not materially interfere with the benefits of the
    security intended to be provided by the mortgage or the use,
            enjoyment, value or marketability of the related mortgaged property;

      (6) The mortgage note and the mortgage and any other agreement
    executed and delivered by a mortgagor in connection with a mortgage loan
   are genuine, and each is the legal, valid and binding obligation of the
     signatory enforceable in accordance with its terms. To the best of GSMC's
  knowledge, all parties to the mortgage note, the mortgage and any such
     other agreement had legal capacity to enter into the mortgage loan and to
  execute and deliver the mortgage note, the mortgage and any such other
agreement, and the mortgage note, the mortgage and any such other   
agreement have been duly and properly executed by such person;      

  (7) The mortgage loan is covered by an American Land Title
     Association lender's title insurance policy or other generally acceptable
form of policy;                                                     

            (8) Except as otherwise set forth in paragraph (1) above, other than
a mortgage loan which is one or more payments past due, there is no 
     default, breach, violation or event which would permit acceleration under
     the mortgage or the mortgage note and no event which, with the passage of
     time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event which would permit 
acceleration, and neither GSMC or Fremont, as applicable, nor their 
affiliates or any of their respective predecessors have waived any  
default, breach, violation or event which would permit acceleration;

           (9) The mortgage contains customary and enforceable provisions that
     render the rights and remedies of the holder of the mortgage adequate for
 the realization against the mortgaged property of the benefits of the
      security provided by the mortgaged property, including, (i) in the case of
 a mortgage designated as a deed of trust, by trustee's sale, and (ii)
otherwise by judicial foreclosure;                                  

      (10) There is no proceeding pending or, to GSMC's or Fremont's
      knowledge, as applicable, threatened for the total or partial condemnation
 of the mortgaged property, and the mortgaged property is undamaged by
   waste, fire, earthquake or earth movement, windstorm, flood, tornado or
other casualty so as to affect adversely the value of the mortgaged 
property as security for the mortgage loan or the use for which the 
premises were intended;                                             

           (11) No mortgage loan is classified as (a) a "high cost" loan under
      the Home Ownership and Equity Protection Act of 1994 or (b) a "high cost,"
   "covered," (excluding home loans defined as "covered home loans" in the
New Jersey Home Ownership Security Act of 2002 that were originated 
   between November 26, 2003 and July 7, 2004), "threshold" or "predatory"
loan under any other applicable federal, state or local law (or a   
      similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for    
residential mortgage loans having high interest rates, points and/or
fees);                                                              

            (12) No mortgage loan originated on or after October 1, 2002 imposes
a prepayment premium for a term in excess of three years after its  
origination, unless such mortgage loan was modified to reduce the   
prepayment period to no more than three years from the date of the  
     mortgage note and the mortgagor was notified in writing of such reduction
      in prepayment premium period. No mortgage loan originated prior to October
    1, 2002, imposes a prepayment premium for a term in excess of five years
after its origination;                                              

         (13) No mortgage loan subject to the Georgia Fair Lending Act and
    secured by property located in the state of Georgia was originated on or
after October 1, 2002 and prior to March 7, 2003;                   

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         (14) In connection with the origination of each mortgage loan, no
 proceeds from any mortgage loan were used to finance a single-premium
credit-life insurance policy;                                       

          (15) The applicable original loan seller has reported or caused to
be reported in accordance with the Fair Credit Reporting Act and its
implementing regulations, accurate and complete information (e.g.,  
favorable and unfavorable) in its mortgagor credit files to Equifax,
   Experian and TransUnion Credit Information Company (three of the credit
repositories) on a monthly basis; and                               

            (16) With respect to any mortgage loan originated on or after August
1, 2004, neither the related mortgage nor the related mortgage note 
  requires the mortgagor to submit to arbitration to resolve any dispute
   arising out of or relating in any way to the mortgage loan transaction.

      The representations and warranties made by Long Beach include, but are not
limited to:                                                                     

          (1) Except with respect to no more than approximately 0.34% of the
      Long Beach mortgage loans which are one payment past due as of the cut-off
   date and approximately 0.10% of the Long Beach mortgage loans which are
  two payments past due as of the cut-off date, there are no defaults in
complying with the terms of the mortgage, and either (1) any taxes, 
    governmental assessments, insurance premiums, water, sewer and municipal
   charges or ground rents which previously became due and owing have been
paid, or (2) an escrow of funds has been established in an amount   
    sufficient to pay for every such item which remains unpaid and which has
been assessed but is not yet due and payable;                       

           (2) Neither Long Beach nor any prior holder of the related mortgage
has modified the mortgage in any respect, satisfied, canceled or    
subordinated the mortgage in whole or in part; released the related 
    mortgaged property in whole or in part from the lien of the mortgage; or
executed any instrument of release, cancellation, modification or   
     satisfaction with respect thereto (except that the mortgage loan may have
 been modified by a written instrument signed by Long Beach or a prior
holder of the mortgage loan);                                       

            (3) There is no valid offset, defense or counterclaim to the related
      mortgage note (including any obligation of the mortgagor to pay the unpaid
   principal of or interest on the mortgage note) or the related mortgage,
   nor will the operation of any of the terms of the related mortgage note
 and the mortgage, or the exercise of any right thereunder, render the
mortgage note or the mortgage unenforceable, in whole or in part, or
 subject to any right of rescission, set-off, counterclaim or defense,
     including the defense of usury; and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto;     

            (4) The improvements upon the related mortgaged property are covered
     by a valid, binding and existing hazard insurance policy with a generally
    acceptable carrier that provides for fire extended coverage and coverage
of such other hazards as are customarily covered by hazard insurance
    policies with extended coverage in the area where the mortgaged property
    is located representing coverage not less than the lesser of (A) the sum
     of (i) the outstanding principal balance of the related mortgage loan and
     (ii) the outstanding principal balance of the related first lien mortgage
    loan or (B) the minimum amount required to compensate for damage or loss
on a replacement cost basis;                                        

       (5) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate 
settlement procedures, consumer credit protection, equal credit     
  opportunity and disclosure laws or unfair and deceptive practices laws
applicable to the mortgage loan including, without limitation, any  
     provisions relating to prepayment penalties, have been complied with, and
   the consummation of the transactions contemplated by the Sale Agreement
does not involve the violation of any such laws or regulations. Each
mortgage loan at                                                    

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      origination complied in all material respects with applicable local, state
     and federal laws, including, without limitation, all applicable predatory
and abusive lending laws;                                           

           (6) Each mortgage is a valid, enforceable and perfected second lien
  on the mortgaged property, including all improvements thereon, subject
only to:                                                            

                  (A) the lien of non-delinquent current real property taxes and
assessments;                                            

              (B) covenants, conditions and restrictions, rights of way,
         mineral right reservations, easements and other matters of public
           record as of the date of recording of the mortgage, such exceptions
           generally being acceptable under prudent mortgage lending standards
           and specifically reflected in the appraisal made in connection with
    the origination of the related mortgage loan or specifically
 referred to in the mortgagee's policy of title insurance;

           (C) other matters to which like properties are commonly
          subject which do not materially interfere with the benefits of the
security intended to be provided by the mortgage; and   

(D) a first lien on the mortgaged property; 

            (7) The mortgage note and the related mortgage are genuine, and each
   is the legal, valid and binding obligation of the mortgagor enforceable
      against the mortgagor by the mortgagee or its representative in accordance
with its terms, except only as such enforcement may be limited by   
    bankruptcy, insolvency, reorganization, moratorium or other similar laws
    affecting the enforcement of creditors' rights generally and by law. All
    parties to the mortgage note and the mortgage had full legal capacity to
     execute all mortgage loan documents and to convey the estate purported to
    be conveyed by the mortgage and the mortgage note and mortgage have been
     duly and validly executed by such parties or pursuant to a valid power of
attorney that has been recorded with the mortgage;                  

            (8) A lender's policy of title insurance together with a condominium
endorsement and extended coverage endorsement, if applicable, or a  
  commitment (binder) to issue the same was effective on the date of the
      origination of the mortgage loan, each such policy is valid and remains in
     full force and effect, the transfer of the mortgage loan to GSMC does not
     affect the validity or enforceability of such policy and each such policy
      was issued by a title insurer qualified to do business in the jurisdiction
    where the related mortgaged property is located and acceptable to Fannie
    Mae or Freddie Mac and in a form acceptable to Fannie Mae or Freddie Mac
      on the date of origination of the mortgage loan, which policy insures Long
Beach and successor owners of indebtedness secured by the insured   
    mortgage, as to the second priority lien of the mortgage in the original
 principal amount of the mortgage loan; where required by state law or
  regulation, the mortgagor has been given the opportunity to choose the
      carrier of the required mortgage title insurance; no claims have been made
 under such lender's title insurance policy and no prior holder of the
 related mortgage, including Long Beach, has done, by act or omission,
     anything which would impair the coverage of such lender's title insurance
policy, including without limitation, no unlawful fee, commission,  
    kickback or other unlawful compensation or value of any kind has been or
 will be received, retained or realized by any attorney, firm or other
     person or entity, and no such unlawful items have been received, retained
or realized by Long Beach;                                          

          (9) Except with respect to no more than approximately 0.34% of the
      Long Beach mortgage loans which are one payment past due as of the cut-off
   date and approximately 0.10% of the Long Beach mortgage loans which are
      two payments past due as of the cut-off date, there is no default, breach,
 violation or event of acceleration existing under the mortgage or the
related mortgage note; and neither Long Beach nor any other entity  
 involved in originating or servicing the mortgage loan has waived any
     default, breach, violation or event of acceleration. With respect to each
mortgage loan (i) the first lien mortgage loan is in full force and 
effect, (ii) the first                                              

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      lien mortgage or the related first lien mortgage note is not contractually
delinquent for more than 30 days, and to the best of Long Beach's   
knowledge, there is no other default, breach, violation or event of 
acceleration existing under the first lien mortgage or the related  
mortgage note, (iii) to the best of Long Beach's knowledge, no event
    which, with the passage of time or with notice and the expiration of any
  grace or cure period, would constitute a default, breach, violation or
    event of acceleration thereunder, and either (A) the first lien mortgage
 contains a provision which allows or (B) applicable law requires, the
   mortgagee under the mortgage loan to receive notice of, and affords the
mortgagee an opportunity to cure any default by payment in full or  
otherwise under the first lien mortgage;                            

            (10) The mortgage loan was originated by, or generated on behalf of,
      Long Beach, or originated by a savings and loan association, savings bank,
   commercial bank, credit union, insurance company or similar institution
     which is supervised and examined by a federal or state authority, or by a
mortgagee approved by the Secretary of Housing and Urban Development
pursuant to Sections 203 and 211 of the National Housing Act;       

    (11) The related mortgage contains customary and enforceable
 provisions which render the rights and remedies of the holder thereof
adequate for the realization against the mortgaged property of the  
benefits of the security, including, (i) in the case of a mortgage  
   designated as a deed of trust, by trustee's sale, and (ii) otherwise by
    judicial foreclosure. There is no homestead or other exemption available
to the mortgagor which would interfere with the right to sell the   
mortgaged property at a trustee's sale or the right to foreclose the
mortgage;                                                           

           (12) All inspections, licenses and certificates required to be made
     or issued with respect to all occupied portions of the mortgaged property
     and, with respect to the use and occupancy of the same, including but not
     limited to certificates of occupancy, have been made or obtained from the
 appropriate authorities and at the time of origination, the mortgaged
property was lawfully occupied under applicable law;                

     (13) The mortgage note is not and has not been secured by any
     collateral except the lien of the corresponding mortgage and the security
interest of any applicable security agreement or chattel mortgage;  

       (14) There is no proceeding pending, or to best of Long Beach's
knowledge threatened, for the total or partial condemnation of the  
mortgaged property or the taking by eminent domain of any mortgaged 
property;                                                           

          (15) The appraisal of the mortgage loan that was used to determine
the appraised value of the related mortgaged property was conducted 
generally in accordance with Long Beach's underwriting guidelines in
  effect at the time the mortgage loan was underwritten, and included an
assessment by the appraiser of the fair market value of the related 
     mortgaged property at the time of the appraisal. The credit file contains
an appraisal of the applicable mortgaged property;                  

      (16) No mortgage loan is (a) a "high cost" loan under the Home
     Ownership and Equity Protection Act of 1994 or (b) a high cost, predatory
or abusive loan under any other state, federal or local law (or any 
similarly classified loan using different terminology under any law,
     regulation or ordinance) and that imposes legal liability for residential
mortgage loans having high interest rates, points and/or fees on    
purchasers or assignees from the originating lender;                

        (17) The prepayment charge with respect to the mortgage loan, if
  any, is permissible and enforceable in accordance with its terms under
      applicable law upon the related mortgagor's voluntary principal prepayment
     (except to the extent that: (1) the enforceability thereof may be limited
      by bankruptcy, insolvency, moratorium, receivership and other similar laws
      relating to creditors' rights generally; or (2) the collectability thereof
  may be limited due to acceleration in connection with a foreclosure or
other involuntary prepayment). If the related mortgage loan was     

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   originated before October 1, 2002, it does not have a prepayment charge
      for a term in excess of five years from the date of its origination and if
    the related mortgage loan was originated on or after October 1, 2002, it
      does not have a prepayment charge for a term in excess of three years from
the date of its origination;                                        

            (18) No mortgage loan was originated on or after October 1, 2002 and
     on or prior to March 7, 2003, which is secured by property located in the
State of Georgia and no mortgage loan is a "High-Cost Home Loan" as 
defined in the Georgia Fair Lending Act, as amended;                

            (19) No mortgagor was required to purchase any single premium credit
insurance policy (e.g., life, disability, accident, unemployment, or
      health insurance product) or debt cancellation agreement as a condition of
     obtaining the extension of credit; no mortgagor obtained a prepaid single
premium credit insurance policy (e.g., life, disability, accident,  
unemployment, mortgage, or health insurance) in connection with the 
     origination of the mortgage loan; no proceeds from any mortgage loan were
used to purchase single premium credit insurance policies or debt   
    cancellation agreements as part of the origination of, or as a condition
to closing, the mortgage loan;                                      

           (20) The origination, underwriting and collection practices used by
      Long Beach with respect to each mortgage loan have been in all respects in
 compliance with applicable laws and regulations, and have been in all
    material respects proper, prudent and customary in the subprime mortgage
origination and servicing business; and                             

          (21) Long Beach has in its capacity as servicer, for each mortgage
   loan, fully furnished, in accordance with the Fair Credit Reporting Act
      and its implementing regulations, accurate and complete information (e.g.,
favorable and unfavorable) on its borrower credit files to Equifax, 
    Experian and Trans Union Credit Information Company (three of the credit
repositories), on a monthly basis.                                  

Pursuant to the Representations Agreement, GSMC will represent and  
warrant, with respect to each Long Beach mortgage loan transferred by it, that  
to GSMC's knowledge, no event has occurred from the applicable Original Sale    
Date to the closing date which would render the representations and warranties  
as to such mortgage loan made by Long Beach (other than the representations and 
warranties in clauses (9)(ii) and (21) above) to be untrue in any material      
respect.                                                                        

 Pursuant to the Fremont Agreements, the Long Beach Agreements and the
Representations Agreement, as applicable, upon the discovery by any of a        
certificateholder, Fremont, Long Beach, GSMC, the servicer, the depositor, the  
custodians or the trustee that any of the representations and warranties        
contained in the Fremont Agreements, the Long Beach Agreements or the           
Representations Agreement, as applicable, have been breached in any material    
respect as of the date made, with the result that value of, or the interests of 
the trustee, or the holders of the certificates in the related mortgage loan    
were materially and adversely affected, the party discovering such breach will  
be required to give prompt written notice to the other parties. Subject to      
certain provisions of the Fremont Agreements, the Long Beach Agreements or the  
Representations Agreement, as applicable, within 30 or 60 days of the earlier to
occur of Fremont's, Long Beach's or GSMC's, as applicable, discovery of or its  
receipt of notice of any such breach with respect to a mortgage loan for which  
it is making representations and warranties Fremont, Long Beach or GSMC, as     
applicable, will be required to:                                                

o     promptly cure such breach in all material respects,           

   o     except with respect to the Long Beach mortgage loans, remove each
           mortgage loan which has given rise to the requirement for action by
         Fremont or GSMC, as applicable, substitute one or more Substitute
        Mortgage Loans and, if the outstanding principal balance of such
        Substitute Mortgage Loans as of the date of such substitution is
            less than the outstanding principal balance, plus accrued and unpaid
interest, of the replaced                               

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     mortgage loans as of the date of substitution, deliver to the
            depositor the amount of such shortfall (the "SUBSTITUTION ADJUSTMENT
           AMOUNT"), provided that such substitution occurs within 120 days of
     the applicable Original Sale Date with respect to the Fremont
       mortgage loans and within two years after the closing date with
respect to any Conduit mortgage loans, or               

  o     repurchase such mortgage loan at a repurchase price equal to the
          outstanding principal balance of such mortgage loan as of the date
          of repurchase, plus all related accrued and unpaid interest at the
    applicable interest rate, plus the amount of any outstanding
          advances owed to and reasonably incurred by any servicer, plus all
     costs and expenses reasonably incurred by the servicer or the
          trustee in connection with the mortgage loan or the enforcement of
           the repurchase obligation and any costs and damages incurred by the
           trust in connection with any violation by the related mortgage loan
of any predatory or abusive lending law.                

    Investors should also note that GSMC will represent and warrant that (i)
to its knowledge, between the date on which GSMC purchased the Fremont mortgage 
loans and the Long Beach mortgage loans and the closing date and (ii) with      
respect to each Conduit mortgage loan, each mortgaged property was not damaged  
by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
casualty so as to affect adversely the value of the mortgaged property as       
security for the mortgage loan or the use for which the premises were intended  
and each mortgaged property continues to be in good repair. In the event of a   
material breach of this representation and warranty, determined, in the case of 
the Fremont mortgage loans and Long Beach mortgage loans, without regard to     
whether GSMC had knowledge of any such damage, GSMC will be required to cure,   
substitute for or repurchase the affected mortgage loan. Any such repurchase    
will have the same effect as a prepayment of a mortgage loan. Any damage to a   
property that secures a mortgage loan in the trust occurring after the closing  
date will not be a breach of such representation and warranty.                  

Notwithstanding the foregoing, pursuant to the terms of the Fremont 
Agreements, the Long Beach Agreements and the Representations Agreement, as     
applicable, in the event of discovery by any party to the pooling and servicing 
agreement that a mortgage loan does not constitute a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code resulting from a breach of any    
representation or warranty contained in the Fremont Agreements, the Long Beach  
Agreements or the Representations Agreement, as applicable, Fremont, Long Beach 
or GSMC, as applicable, will be required to repurchase the related mortgage loan
at the repurchase price within sixty days of such discovery or receipt of       
notice. The repurchase price with respect to such mortgage loan will be required
to be deposited into the distribution account on the next succeeding Servicer   
Remittance Date after deducting any amounts received in respect of such         
repurchased mortgage loan or mortgage loans and being held in the distribution  
account for future distribution to the extent such amounts have not yet been    
applied to principal or interest on such mortgage loan.                         

      The Fremont Agreements, the Long Beach Agreements and each of the mortgage
loan purchase and warranties agreements with respect to the Conduit mortgage    
loans require the related original loan seller to repurchase any mortgage loan  
where the mortgagor fails to make its first payment, or first and second payment
in the case of the Conduit mortgage loans, after the applicable "ORIGINAL SALE  
DATE". It is possible that a mortgagor with respect to a mortgage loan          
transferred to the trust might have failed to make its first payment (or their  
first and second payment, in the case of a Conduit mortgage loan) after the     
applicable Original Sale Date. In that circumstance, the trustee, at its option,
may direct Fremont with respect to the Fremont mortgage loans, Long Beach with  
respect to the Long Beach mortgage loans and GSMC with respect to the Conduit   
mortgage loans, to repurchase such mortgage loans from the trust at the         
repurchase price described in the third preceding paragraph.                    

  In addition, the Fremont and Long Beach are obligated to indemnify the
depositor, the servicer, the trust and the trustee for any third-party claims   
arising out of a breach by the Fremont or Long Beach, as applicable, of         
representations or warranties regarding the related mortgage loans. The         
obligations of Fremont, Long Beach and GSMC to cure such breach or repurchase   
or, in the case of Fremont, to                                                  

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substitute for any mortgage loan and to indemnify for such breach constitute the
sole remedies respecting a material breach of any such representation or        
warranty to the holders of the certificates, the servicer, the trustee and the  
depositor.                                                                      

      The obligations of GSMC to cure such breach or to substitute or repurchase
the applicable mortgage loan will constitute the sole remedies respecting a     
material breach of any such representation or warranty to the holders of the    
certificates, the servicer, the custodians, the trustee and the depositor.      

PAYMENTS ON THE MORTGAGE LOANS                                                  

      The pooling and servicing agreement provides that the servicer is required
to establish and maintain a separate collection account. The pooling and        
servicing agreement permits the servicer to direct any depository institution   
maintaining the collection account to invest the funds in the collection account
in one or more eligible investments that mature, unless payable on demand, no   
later than the business day preceding the Servicer Remittance Date, as described
below.                                                                          

The servicer is obligated to deposit or cause to be deposited in the
collection account within two business days after receipt, amounts representing 
the following payments and other collections received by it on or with respect  
to the mortgage loans after the cut-off date, other than in respect of monthly  
payments on the mortgage loans due and accrued on each mortgage loan up to and  
including any due date occurring prior to the cut-off date:                     

o     all payments on account of principal, including prepayments of
principal on the mortgage loans;                        

o     all payments on account of interest on the mortgage loans;    

o     all Liquidation Proceeds;                                     

  o     all Insurance Proceeds and Condemnation Proceeds on the mortgage
            loans to the extent such Insurance Proceeds or Condemnation Proceeds
         are not to be applied to the restoration of the related mortgaged
           property or released to the related borrower in accordance with the
     express requirements of law or in accordance with prudent and
customary servicing practices;                          

    o     all Substitution Adjustment Amounts for Substitute Mortgage Loans;

      o     all other amounts required to be deposited in the collection account
pursuant to the pooling and servicing agreement; and    

    o     any amounts required to be deposited in connection with net losses
   realized on investments of funds in the collection account.

      The servicer is not permitted to commingle funds in the collection account
with any other funds or assets.                                                 

The trustee will be obligated to set up a distribution account with 
respect to the certificates into which the servicer will be required to deposit 
or cause to be deposited the funds required to be remitted by the servicer on   
the Servicer Remittance Date. The pooling and servicing agreement permits, but  
does not obligate, the trustee to invest funds in the distribution account for  
its own benefit in one or more eligible investments that mature, unless payable 
on demand, no later than the business day preceding the related distribution    
date.                                                                           

The funds required to be remitted by the servicer on each Servicer  
Remittance Date will be equal to the sum, without duplication, of:              

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     o     all collections of scheduled principal and interest on the mortgage
 loans received by the servicer on or prior to the related
Determination Date;                                     

      o     all principal prepayments, Insurance Proceeds, Condemnation Proceeds
            and Liquidation Proceeds on the mortgage loans, if any, collected by
the servicer during the related Prepayment Period;      

    o     all P&I Advances made by the servicer with respect to payments due
     to be received on the mortgage loans on the related due date;

o     amounts of compensating interest required to be deposited in  
      connection with principal prepayments that are received on the
          mortgage loans during the portion of the related Prepayment Period
      occurring in the prior calendar month, as described under "THE
           POOLING AND SERVICING AGREEMENT--PREPAYMENT INTEREST SHORTFALLS" in
this prospectus supplement; and                         

      o     any other amounts required to be placed in the collection account by
     the servicer pursuant to the pooling and servicing agreement,

but excluding the following:                                        

        (a) for any mortgage loan with respect to which the servicer has
 previously made an unreimbursed P&I Advance, amounts received on such
  mortgage loan which represent late payments of principal and interest,
     Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds, to the
extent of such unreimbursed P&I Advance;                            

          (b) amounts received on a particular mortgage loan with respect to
     which the servicer has previously made an unreimbursed servicing advance,
to the extent of such unreimbursed servicing advance;               

           (c) for such Servicer Remittance Date, the aggregate servicing fee;

         (d) all net income from eligible investments that are held in the
collection account for the account of the servicer;                 

        (e) all amounts actually recovered by the servicer in respect of
late fees, assumption fees and similar fees;                        

      (f) for all mortgage loans for which P&I Advances or servicing
advances are determined to be non-recoverable, all amounts equal to 
     unreimbursed P&I Advances and servicing advances for such mortgage loans;

            (g) certain other amounts which are reimbursable to the depositor or
the servicer as provided in the pooling and servicing agreement;    

           (h) all funds inadvertently placed in the collection account by the
servicer; and                                                       

           (i) all collections of principal and interest on the mortgage loans
not required to be remitted on each Servicer Remittance Date.       

      The amounts described in clauses (a) through (i) above may be withdrawn by
the servicer from the collection account on or prior to each Servicer Remittance
Date.                                                                           

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DISTRIBUTIONS                                                                   

Distributions on the certificates will be required to be made by the
trustee on the 25th day of each month, or, if that day is not a business day, on
the first business day thereafter, commencing in May 2006 (each, a "DISTRIBUTION
DATE"), to the persons in whose names the certificates are registered on the    
related Record Date.                                                            

    Distributions on each Distribution Date will be made by wire transfer in
immediately available funds to the account of the certificateholder at a bank or
other depository institution having appropriate wire transfer facilities as     
directed by that certificateholder in its written wire instructions provided to 
the trustee or if no wire instructions are provided then by check mailed to the 
address of the person entitled to the distribution as it appears on the         
applicable certificate register. However, the final distribution in retirement  
of the certificates will be made only upon presentment and surrender of those   
certificates at the office of the trustee designated from time to time for those
purposes. Initially, the trustee designates the offices of its agent located at 
DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211-3658,
Attention: Securities Payment Unit, for purposes of the surrender of            
certificates for the final distribution                                         

ADMINISTRATION FEES                                                             

  As described under the definition of "Available Funds" included in the
"GLOSSARY OF TERMS" in this prospectus supplement, funds collected on the       
mortgage loans that are available for distribution to certificateholders will be
net of the servicing fee and trustee fee payable on each mortgage loan. On each 
Distribution Date, the servicer, the custodians and the trustee will be entitled
to their fee prior to the certificateholders receiving any distributions. The   
servicing fee and trustee fee for any Distribution Date for any mortgage loan   
will be an amount equal to one-twelfth of the servicing fee rate or trustee fee 
rate, as applicable, on the stated principal balance of such mortgage loan. Each
custodian is entitled, with respect to each applicable mortgage loan, to        
custodial fees in accordance with a fee schedule, which will be remitted to the 
custodians by the trustee and will be payable from the monthly trustee fee. The 
following table identifies the per annum fee rate applicable in calculating the 
servicing fee and the trustee fee.                                              

FEE                                   PER ANNUM FEE RATE            
-------------------------------       ---------------------------   
Servicing Fee                         0.50%                         

Trustee Fee                           less than or equal to 0.01%   

PRIORITY OF DISTRIBUTIONS AMONG CERTIFICATES                                    

   As more fully described in this prospectus supplement, distributions on
the certificates will be made on each Distribution Date from Available Funds and
will be made to the classes of certificates in the following order of priority: 

           (1) to interest on each class of Offered Certificates and the Class
  B-1 certificates and Class B-2 certificates and unpaid interest on the
      Class A certificates, in the order and subject to the priorities set forth
below under "--DISTRIBUTIONS OF INTEREST AND PRINCIPAL";            

       (2) to principal on the classes of Offered Certificates and the
      Class B-1 certificates and Class B-2 certificates then entitled to receive
      distributions of principal, in the order and subject to the priorities set
forth below under "--DISTRIBUTIONS OF INTEREST AND PRINCIPAL";      

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          (3) to unpaid interest on the Offered Certificates, other than the
Class A certificates, and the Class B-1 certificates and Class B-2  
   certificates in the order and subject to the priorities described below
under "--DISTRIBUTIONS OF INTEREST AND PRINCIPAL";                  

        (4) to deposit into the Excess Reserve Fund Account to cover any
Basis Risk Carry Forward Amount; and                                

            (5) to be released to the Class X certificates, in each case subject
     to certain limitations set forth below under "--DISTRIBUTIONS OF INTEREST
AND PRINCIPAL."                                                     

DISTRIBUTIONS OF INTEREST AND PRINCIPAL                                         

For any Distribution Date, the "PASS-THROUGH RATE" for each class of
Offered Certificates and the Class B-1 certificates and Class B-2 certificates  
will be a per annum rate as set forth below:                                    

          (a) for the Class A-1 certificates, 6.085%, or on the Distribution
 Date immediately following the initial Distribution Date on which the
Optional Clean-up Call is exercisable and each Distribution Date    
thereafter, 6.585%;                                                 

          (b) for the Class A-2 certificates, 5.769%, or on the Distribution
 Date immediately following the initial Distribution Date on which the
Optional Clean-up Call is exercisable and each Distribution Date    
thereafter, 6.269%;                                                 

         (c) for the LIBOR Certificates, the lesser of (1) One-Month LIBOR
   plus the related fixed margin for that class and that Distribution Date
and (2) the WAC Cap;                                                

           (d) for the Class M-5 certificates, the lesser of (1) 7.175%, or on
     the Distribution Date immediately following the initial Distribution Date
    on which the Optional Clean-up Call is exercisable and each Distribution
Date thereafter, 7.675% and (2) the WAC Cap;                        

           (e) for the Class M-6 certificates, the lesser of (1) 7.325%, or on
     the Distribution Date immediately following the initial Distribution Date
    on which the Optional Clean-up Call is exercisable and each Distribution
Date thereafter, 7.825% and (2) the WAC Cap;                        

           (f) for the Class M-7 certificates, the lesser of (1) 7.000%, or on
     the Distribution Date immediately following the initial Distribution Date
    on which the Optional Clean-up Call is exercisable and each Distribution
Date thereafter, 7.500% and (2) the WAC Cap;                        

           (g) for the Class B-1 certificates, the lesser of (1) 7.000%, or on
     the Distribution Date immediately following the initial Distribution Date
    on which the Optional Clean-up Call is exercisable and each Distribution
Date thereafter, 7.500% and (2) the WAC Cap; and                    

           (h) for the Class B-2 certificates, the lesser of (1) 7.000%, or on
     the Distribution Date immediately following the initial Distribution Date
    on which the Optional Clean-up Call is exercisable and each Distribution
Date thereafter, 7.500% and (2) the WAC Cap.                        

   The "WAC CAP" will be a per annum rate equal to the weighted average of
the interest rates for each mortgage loan (in each case, less the applicable    
Expense Fee Rate) then in effect on the beginning of the related Due Period on  
the mortgage loans, multiplied, in the case of the LIBOR Certificates, by 30    
divided by the actual number of days in such Interest Accrual Period.           

      The fixed margin for each class of LIBOR Certificates is as follows: Class
A-3, 0.200%; Class M-1, 0.370%; Class M-2, 0.390%; Class M-3, 0.520%; and Class 
M-4: 0.580%. On the Distribution Date immediately following the Distribution    
Date on which the Optional Clean-up Call is exercisable and each Distribution   
Date thereafter, the pass-through margin for each class of LIBOR Certificates   
will increase to                                                                

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the following: Class A-3, 0.400%; Class M-1, 0.555%; Class M-2, 0.585%; Class   
M-3, 0.780%; and Class M-4: 0.870%.                                             

On each Distribution Date, distributions in reduction of the Class  
Certificate Balance of the certificates entitled to receive distributions of    
principal will be made in an amount equal to the Principal Distribution Amount. 
The "PRINCIPAL DISTRIBUTION AMOUNT" for each Distribution Date will equal the   
sum of (i) the Basic Principal Distribution Amount for that Distribution Date   
and (ii) the Extra Principal Distribution Amount for that Distribution Date.    

On each Distribution Date, the trustee will be required to make the 
disbursements and transfers specified below from the Available Funds then on    
deposit in the distribution account in the following order of priority:         

        (i) to the holders of each class of Offered Certificates and the
    Class B-1 certificates and Class B-2 certificates in the following order
of priority:                                                        

           (A) from the Interest Remittance Amount, to the Class A
   certificates, on a pro rata basis based on their respective
          entitlements, the Accrued Certificate Interest and Unpaid Interest
Amounts for those classes;                              

             (B) from any remaining Interest Remittance Amount, to the
         Class M-1 certificates, the Accrued Certificate Interest for that
class;                                                  

             (C) from any remaining Interest Remittance Amount, to the
         Class M-2 certificates, the Accrued Certificate Interest for that
class;                                                  

             (D) from any remaining Interest Remittance Amount, to the
         Class M-3 certificates, the Accrued Certificate Interest for that
class;                                                  

             (E) from any remaining Interest Remittance Amount, to the
         Class M-4 certificates, the Accrued Certificate Interest for that
class;                                                  

             (F) from any remaining Interest Remittance Amount, to the
         Class M-5 certificates, the Accrued Certificate Interest for that
class;                                                  

             (G) from any remaining Interest Remittance Amount, to the
         Class M-6 certificates, the Accrued Certificate Interest for that
class;                                                  

             (H) from any remaining Interest Remittance Amount, to the
         Class M-7 certificates, the Accrued Certificate Interest for that
class;                                                  

             (I) from any remaining Interest Remittance Amount, to the
         Class B-1 certificates, the Accrued Certificate Interest for that
class; and                                              

             (J) from any remaining Interest Remittance Amount, to the
         Class B-2 certificates, the Accrued Certificate Interest for that
class.                                                  

          (ii) (A) on each Distribution Date (a) before the Stepdown Date or
     (b) with respect to which a Trigger Event is in effect, to the holders of
the class or classes of Offered Certificates and the Class B-1      
     certificates and Class B-2 certificates then entitled to distributions of
principal as set forth below, an amount equal to the Principal      
     Distribution Amount, sequentially to the Class A-1, Class A-2, Class A-3,
   Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
 M-7, Class B-1 and Class B-2 certificates, in that order, until their
respective Class Certificate Balances are reduced to zero;          

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               (B) on each Distribution Date (a) on and after the Stepdown
        Date and (b) as long as a Trigger Event is not in effect, to the
       holders of the class or classes of Offered Certificates and the
          Class B-1 certificates and Class B-2 certificates then entitled to
  distribution of principal an amount equal to the Principal
           Distribution Amount in the following amounts and order of priority:

            (a)   to the Class A certificates, the lesser of (x) the
                 Principal Distribution Amount and (y) the Class A
                        Principal Distribution Amount, allocated sequentially to
                       the Class A-1, Class A-2 and Class A-3 certificates, in
                  that order, until the respective Class Certificate
Balances are reduced to zero;   

              (b)   to the Class M-1 certificates, the lesser of (x) the
                    excess of (i) the Principal Distribution Amount over
                       (ii) the amount distributed to the Class A certificates
                in clause (ii)(B)(a) above and (y) the Class M-1
               Principal Distribution Amount until their Class
             Certificate Balance has been reduced to zero;

              (c)   to the Class M-2 certificates, the lesser of (x) the
                    excess of (i) the Principal Distribution Amount over
                       (ii) the amount distributed to the Class A certificates
               in clause (ii)(B)(a) above and to the Class M-1
                   certificates in clause (ii)(B)(b) above and (y) the
                   Class M-2 Principal Distribution Amount until their
                   Class Certificate Balance has been reduced to zero;

              (d)   to the Class M-3 certificates, the lesser of (x) the
                    excess of (i) the Principal Distribution Amount over
                       (ii) the amount distributed to the Class A certificates
            in clause (ii)(B)(a) above, to the Class M-1
                        certificates in clause (ii)(B)(b) above and to the Class
                       M-2 certificates in clause (ii)(B)(c) above and (y) the
                   Class M-3 Principal Distribution Amount until their
                   Class Certificate Balance has been reduced to zero;

              (e)   to the Class M-4 certificates, the lesser of (x) the
                    excess of (i) the Principal Distribution Amount over
                       (ii) the amount distributed to the Class A certificates
            in clause (ii)(B)(a) above, to the Class M-1
                     certificates in clause (ii)(B)(b) above, to the Class
                      M-2 certificates in clause (ii)(B)(c) above and to the
                     Class M-3 certificates in clause (ii)(B)(d) above and
                     (y) the Class M-4 Principal Distribution Amount until
                   their Class Certificate Balance has been reduced to
zero;                           

              (f)   to the Class M-5 certificates, the lesser of (x) the
                    excess of (i) the Principal Distribution Amount over
                       (ii) the amount distributed to the Class A certificates
            in clause (ii)(B)(a) above, to the Class M-1
                     certificates in clause (ii)(B)(b) above, to the Class
                   M-2 certificates in clause (ii)(B)(c) above, to the
                        Class M-3 certificates in clause (ii)(B)(d) above and to
                     the Class M-4 certificates in clause (ii)(B)(e) above
                   and (y) the Class M-5 Principal Distribution Amount
                      until their Class Certificate Balance has been reduced
to zero;                        

              (g)   to the Class M-6 certificates, the lesser of (x) the
                    excess of (i) the Principal Distribution Amount over
                       (ii) the amount distributed to the Class A certificates
            in clause (ii)(B)(a) above, to the Class M-1
                     certificates in clause (ii)(B)(b) above, to the Class
                   M-2 certificates in clause (ii)(B)(c) above, to the
                     Class M-3 certificates in clause (ii)(B)(d) above, to
                     the Class M-4 certificates in clause (ii)(B)(e) above
                      and to the Class M-5 certificates in clause (ii)(B)(f)
above and (y) the Class M-6     

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               Principal Distribution Amount until their Class
             Certificate Balance has been reduced to zero;

              (h)   to the Class M-7 certificates, the lesser of (x) the
                    excess of (i) the Principal Distribution Amount over
                       (ii) the amount distributed to the Class A certificates
            in clause (ii)(B)(a) above, to the Class M-1
                     certificates in clause (ii)(B)(b) above, to the Class
                   M-2 certificates in clause (ii)(B)(c) above, to the
                     Class M-3 certificates in clause (ii)(B)(d) above, to
                      the Class M-4 certificates in clause (ii)(B)(e) above,
                        to the Class M-5 certificates in clause (ii)(B)(f) above
                      and to the Class M-6 certificates in clause (ii)(B)(g)
                  above and (y) the Class M-7 Principal Distribution
                     Amount until their Class Certificate Balance has been
reduced to zero;                

              (i)   to the Class B-1 certificates, the lesser of (x) the
                    excess of (i) the Principal Distribution Amount over
                       (ii) the amount distributed to the Class A certificates
            in clause (ii)(B)(a) above, to the Class M-1
                     certificates in clause (ii)(B)(b) above, to the Class
                   M-2 certificates in clause (ii)(B)(c) above, to the
                     Class M-3 certificates in clause (ii)(B)(d) above, to
                      the Class M-4 certificates in clause (ii)(B)(e) above,
                  to the Class M-5 certificates in clause (ii)(B)(f)
              above, to the Class M-6 certificates in clause
                     (ii)(B)(g) above and to the Class M-7 certificates in
                   clause (ii)(B)(h) above (y) the Class B-1 Principal
                 Distribution Amount until their Class Certificate
     Balance has been reduced to zero; and

              (j)   to the Class B-2 certificates, the lesser of (x) the
                    excess of (i) the Principal Distribution Amount over
                       (ii) the amount distributed to the Class A certificates
            in clause (ii)(B)(a) above, to the Class M-1
                     certificates in clause (ii)(B)(b) above, to the Class
                   M-2 certificates in clause (ii)(B)(c) above, to the
                     Class M-3 certificates in clause (ii)(B)(d) above, to
                      the Class M-4 certificates in clause (ii)(B)(e) above,
                  to the Class M-5 certificates in clause (ii)(B)(f)
              above, to the Class M-6 certificates in clause
                  (ii)(B)(g) above, to the Class M-7 certificates in
            clause (ii)(B)(h) above and to the Class B-1
                   certificates in clause (ii)(B)(i) above and (y) the
                   Class B-2 Principal Distribution Amount until their
                   Class Certificate Balance has been reduced to zero.

         (iii) any amount remaining after the distributions in clauses (i)
  and (ii) above is required to be distributed in the following order of
priority with respect to the certificates:                          

                (A) to the holders of the Class M-1 certificates, any Unpaid
Interest Amount for that class;                         

                (B) to the holders of the Class M-2 certificates, any Unpaid
Interest Amount for that class;                         

                (C) to the holders of the Class M-3 certificates, any Unpaid
Interest Amount for that class;                         

                (D) to the holders of the Class M-4 certificates, any Unpaid
Interest Amount for that class;                         

                (E) to the holders of the Class M-5 certificates, any Unpaid
Interest Amount for that class;                         

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                (F) to the holders of the Class M-6 certificates, any Unpaid
Interest Amount for that class;                         

                (G) to the holders of the Class M-7 certificates, any Unpaid
Interest Amount for that class;                         

                (H) to the holders of the Class B-1 certificates, any Unpaid
Interest Amount for that class;                         

                (I) to the holders of the Class B-2 certificates, any Unpaid
Interest Amount for that class;                         

             (J) to the Excess Reserve Fund Account, the amount of any
        Basis Risk Payment for that Distribution Date, to the extent not
            covered, in the case of the LIBOR Certificates, by Yield Maintenance
Agreement Payments;                                     

                (K) from funds on deposit in the Excess Reserve Fund Account
           (not including any Yield Maintenance Agreement Payments included in
      that account), an amount equal to any Basis Risk Carry Forward
        Amount with respect to the LIBOR Certificates and the Class M-5,
           Class M-6, Class M-7, Class B-1 and Class B-2 certificates for that
           Distribution Date, FIRST, to the Class A-3 certificates, SECOND, to
         the Class M-1 certificates, THIRD, to the Class M-2 certificates,
      FOURTH, to the Class M-3 certificates, FIFTH, to the Class M-4
           certificates, SIXTH, to the Class M-5 certificates, SEVENTH, to the
      Class M-6 certificates, EIGHTH, to the Class M-7 certificates,
        NINTH, to the Class B-1 certificates and TENTH, to the Class B-2
          certificates, in each case up to their respective unpaid remaining
        Basis Risk Carry Forward Amounts, in each case to the extent not
covered by the Yield Maintenance Agreement Payments;    

                  (L) to the Offered Certificates and the Class B-1 certificates
            and Class B-2 certificates, any Relief Act Shortfalls, on a pro rata
basis;                                                  

                  (M) to the Class X certificates, those amounts as set forth in
the pooling and servicing agreement; and                

                 (N) to the holders of the Class R certificates, any remaining
amount.                                                 

    Notwithstanding the foregoing, if the Stepdown Date is the date on which
the Class Certificate Balance of the Class A certificates is reduced to zero,   
any Principal Distribution Amount remaining after distribution thereof to the   
Class A certificates will be included as part of the distributions pursuant to  
clause (ii)(B) above. Notwithstanding the reduction of the aggregate Class      
Certificate Balance of the Class M, Class B and Class X certificates to zero,   
any principal distributions allocated to the Class A Certificates will be       
allocated concurrently on a pro rata basis by aggregate Class Certificate       
Balance to the Class A-1, Class A-2 and Class A-3 certificates.                 

   On each Distribution Date, the trustee is required to distribute to the
holders of the Class P certificates all amounts representing Prepayment Premiums
in respect of the mortgage loans received during the related Prepayment Period, 
as set forth in the pooling and servicing agreement.                            

    If on any Distribution Date, after giving effect to all distributions of
principal as described above and application of any amounts received under the  
Yield Maintenance Agreement, the aggregate Class Certificate Balance of the     
Offered Certificates and the Class B-1 certificates and Class B-2 certificates  
exceeds the aggregate Stated Principal Balance of the mortgage loans for that   
Distribution Date, the Class Certificate Balance of the applicable Class M-1,   
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class B-1 or  
Class B-2 certificates will be reduced, in inverse order of seniority (beginning
with the Class B-2 certificates) by an amount equal to that excess, until that  

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Class Certificate Balance is reduced to zero. That reduction is referred to as  
an "APPLIED REALIZED LOSS AMOUNT." No Applied Realized Loss Amounts will be     
allocated to the Class A-1, Class A-2 and Class A-3 certificates. In the event  
Applied Realized Loss Amounts are allocated to any classes of certificates,     
their Class Certificate Balances will be reduced by the amount so allocated, and
no funds will be distributable with respect to the written down amounts or with 
respect to interest or Basis Risk Carry Forward Amounts on the written down     
amounts on that Distribution Date or any future Distribution Dates, even if     
funds are otherwise available for distribution. Notwithstanding the foregoing,  
if after an Applied Realized Loss Amount is allocated to reduce the Class       
Certificate Balance of any class of certificates, prior to the time a mortgage  
loan is charged off as described in "THE POOLING AND SERVICING                  
AGREEMENT--REALIZATION UPON DEFAULTED MORTGAGE LOANS" in this prospectus        
supplement, amounts are received with respect to that mortgage loan or related  
mortgaged property that had previously been liquidated or otherwise disposed of 
(any such amount being referred to as a "SUBSEQUENT RECOVERY"), the Class       
Certificate Balance of each class of certificates that has been previously      
reduced by Applied Realized Loss Amounts will be increased in order of          
seniority, by the amount of the Subsequent Recoveries (but not in excess of the 
Applied Realized Loss Amount allocated to the applicable class of certificates).
Any Subsequent Recovery that is received during a Prepayment Period will be     
treated as Liquidation Proceeds and included as part of the Principal Remittance
Amount for the related Distribution Date.                                       

      On any Distribution Date, any shortfalls resulting from the application of
the Servicemembers Civil Relief Act or other similar state statute (a "RELIEF   
ACT SHORTFALL") not covered pursuant to clause (iii) above, and any prepayment  
interest shortfalls not covered by Compensating Interest (as further described  
in "THE POOLING AND SERVICING AGREEMENT--PREPAYMENT INTEREST SHORTFALLS" in this
prospectus supplement) will be allocated as a reduction to the Accrued          
Certificate Interest for the Offered Certificates and the Class B-1 certificates
and Class B-2 certificates on a pro rata basis based on the respective amounts  
of interest accrued on those certificates for that Distribution Date. THE       
HOLDERS OF THE OFFERED CERTIFICATES AND THE CLASS B-1 CERTIFICATES AND CLASS B-2
CERTIFICATES WILL NOT BE ENTITLED TO REIMBURSEMENT FOR THE ALLOCATION OF ANY OF 
THOSE SHORTFALLS DESCRIBED IN THE PRECEDING SENTENCE.                           

CALCULATION OF ONE-MONTH LIBOR                                                  

On each LIBOR Determination Date, the trustee will be required to   
determine One-Month LIBOR for the next Interest Accrual Period for the LIBOR    
Certificates.                                                                   

EXCESS RESERVE FUND ACCOUNT                                                     

    The "BASIS RISK PAYMENT" for any Distribution Date will be the aggregate
of the Basis Risk Carry Forward Amounts for that date. However, with respect to 
any Distribution Date, the payment cannot exceed the amount of Available Funds  
otherwise distributable on the Class X certificates.                            

     If on any Distribution Date, the Pass-Through Rate for any class of LIBOR
Certificates and the Class M-5, Class M-6, Class M-7, Class B-1 and Class B-2   
certificates is based upon the WAC Cap, the sum of (x) the excess of (i) the    
amount of interest that class of certificates would have been entitled to       
receive on that Distribution Date had the Pass-Through Rate not been subject to 
the WAC Cap, over (ii) the amount of interest that class of certificates        
received on that Distribution Date based on its capped Pass-Through Rate and (y)
the unpaid portion of any such excess described in clause (x) from prior        
Distribution Dates (and related accrued interest at the then applicable         
Pass-Through Rate on that class of certificates, without giving effect to the   
WAC Cap) is the "BASIS RISK CARRY FORWARD AMOUNT" for those classes of          
certificates. Any Basis Risk Carry Forward Amount on any class of certificates  
will be paid on that Distribution Date or future Distribution Dates from and to 
the extent of funds available for distribution to that class of certificates in 
the Excess Reserve Fund Account with respect to such Distribution Date (each as 
described in this prospectus supplement), in the case of the LIBOR Certificates,
to the extent not previously reimbursed by the Yield Maintenance Agreement. In  
the event any class of certificates is no longer outstanding, the applicable    
certificateholders will not be entitled to receive Basis Risk Carry Forward     
Amounts for that class of certificates, except to the extent the Class          
Certificate Balance of that class of certificates is increased as a result of   
any Subsequent Recoveries. In the event the Class Certificate Balance of any    
class of LIBOR Certificates or the Class M-5, Class M-6, Class M-7,             

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Class B-1 or Class B-2 Certificates is reduced because of Applied Realized Loss 
Amounts (and is not subsequently increased as a result of any Subsequent        
Recoveries), the applicable certificateholders will not be entitled to receive  
Basis Risk Carry Forward Amounts on the written down amounts on that            
Distribution Date or any future Distribution Dates, even if funds are otherwise 
available for distribution. The ratings on the certificates do not address the  
likelihood of the payment of any Basis Risk Carry Forward Amount.               

    Pursuant to the pooling and servicing agreement, an account (referred to
as the "EXCESS RESERVE FUND ACCOUNT") will be established, which is held in     
trust, as part of the trust fund, by the trustee. The Excess Reserve Fund       
Account will not be an asset of any REMIC. Holders of the LIBOR Certificates and
the Class M-5, Class M-6, Class M-7, Class B-1 and Class B-2 certificates will  
be entitled to receive, to the extent described in this prospectus supplement,  
payments from the Excess Reserve Fund Account in an amount equal to any Basis   
Risk Carry Forward Amount for that class of certificates. The Excess Reserve    
Fund Account is required to be funded from amounts otherwise to be paid to the  
Class X certificates and any Yield Maintenance Agreement Payments. Holders of   
the LIBOR Certificates will also be entitled to receive, to the extent described
in this prospectus supplement, Yield Maintenance Agreement Payments, if any,    
deposited into the Excess Reserve Fund Account with respect to any Distribution 
Date to cover Basis Risk Carry Forward Amounts on the LIBOR Certificates prior  
to the application, for that purpose, of any amounts that would otherwise be    
paid to the Class X certificates. Any distribution by the trustee from amounts  
in the Excess Reserve Fund Account is required to be made on the applicable     
Distribution Date.                                                              

YIELD MAINTENANCE AGREEMENT                                                     

 The trust will have the benefit of a yield maintenance agreement (the
"YIELD MAINTENANCE AGREEMENT") for the benefit of the Offered Certificates and  
the Class B-1 certificates and Class B-2 certificates with an initial notional  
amount of approximately $106,768,083. The Yield Maintenance Agreement is        
provided by Goldman Sachs Mitsui Marine Derivative Products, L.P. (the "YIELD   
MAINTENANCE AGREEMENT PROVIDER"). The Yield Maintenance Agreement Provider is   
primarily engaged in the business of dealing in derivative instruments. The     
Yield Maintenance Agreement Provider has a counterparty rating of "Aaa" from    
Moody's Investors Service, Inc. and a credit rating of "AA+" from Standard &    
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. The Yield
Maintenance Agreement Provider is an affiliate of the sponsor, the depositor and
the underwriter. All obligations of the depositor under the Yield Maintenance   
Agreement will be paid on or prior to the closing date.                         

      On the business day prior to each Distribution Date, the Yield Maintenance
Agreement Provider will be obligated under the Yield Maintenance Agreement to   
pay to the trustee for an amount equal to the product of (a) the number of basis
points by which (i) one-month LIBOR (determined in accordance with the terms of 
the Yield Maintenance Agreement) exceeds (ii) 5.90%, (b) a notional amount equal
to the lesser of (i) the amount set forth as the yield maintenance agreement    
notional amount on the schedule attached as Annex II to this prospectus         
supplement and (ii) the aggregate Class Certificate Balance of the LIBOR        
Certificates, and (c) the actual number of days in the applicable interest      
accrual period divided by 360. Amounts, if any, payable under the Yield         
Maintenance Agreement with respect to any Distribution Date will be applied as  
follows:                                                                        

          (i) to the LIBOR Certificates, to pay Accrued Certificate Interest
      and, if applicable, any Unpaid Interest Amounts as described in clause (i)
  under "--DISTRIBUTIONS OF INTEREST AND PRINCIPAL" above, to the extent
unpaid from other Available Funds;                                  

           (ii) to the Offered Certificates and the Class B-1 certificates and
Class B-2 certificates, as part of the Extra Principal Distribution 
Amount, to pay principal as described in clause (ii) under          
     "--DISTRIBUTIONS OF INTEREST AND PRINCIPAL" above, but only to the extent
      necessary to maintain or restore the Overcollateralized Amount by covering
    current period or prior period Realized Losses (prior to distribution of
any amounts due);                                                   

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            (iii) to the LIBOR Certificates, to pay any Basis Risk Carry Forward
Amounts, in the priority described in clause (iii)(K) under         
"--DISTRIBUTIONS OF INTEREST AND PRINCIPAL" above; and              

(iv) to the Class X certificates, any remaining amounts.

  The Yield Maintenance Agreement Provider's obligations under the Yield
Maintenance Agreement will terminate following the Distribution Date in November
2010.                                                                           

      The significance percentage (as calculated in accordance with Item 1115 of
Regulation AB) of the Yield Maintenance Agreement is less than 10%. The Yield   
Maintenance Agreement Provider may be replaced in certain circumstances,        
including if the aggregate significance percentage of the Yield Maintenance     
Agreement is equal to or greater than 10%.                                      

OVERCOLLATERALIZATION PROVISIONS                                                

    The Total Monthly Excess Spread, if any, on any Distribution Date may be
applied as an accelerated payment of principal of the Offered Certificates and  
the Class B-1 certificates and Class B-2 certificates, to the limited extent    
described below. Any such application of Total Monthly Excess Spread to the     
payment of Extra Principal Distribution Amount to the class or classes of       
certificates then entitled to distributions of principal would have the effect  
of accelerating the amortization of those certificates relative to the          
amortization of the mortgage loans. The portion, if any, of the Available Funds 
and Yield Maintenance Agreement Payments not required to be distributed to      
holders of the Offered Certificates and the Class B-1 certificates and Class B-2
certificates as described above on any Distribution Date will be paid to the    
holders of the Class X certificates, to the extent not needed to cover Unpaid   
Interest Amounts, Basis Risk Carry Forward Amounts or Relief Act Shortfalls, and
will not be available on any future Distribution Date to cover Extra Principal  
Distribution Amounts.                                                           

 With respect to any Distribution Date, the excess, if any, of (a) the
aggregate Stated Principal Balances of the mortgage loans for that Distribution 
Date over (b) the aggregate Class Certificate Balance of the Offered            
Certificates and the Class B-1 certificates and Class B-2 certificates as of    
that date (after taking into account the distribution of the Principal          
Remittance Amount on those certificates on that Distribution Date) is the       
"OVERCOLLATERALIZED AMOUNT" as of that Distribution Date. As of the closing date
the amount of initial overcollateralization is equal to approximately 2.85%. The
pooling and servicing agreement requires that the Total Monthly Excess Spread be
applied, after application of any amounts received under the Yield Maintenance  
Agreement available for such purpose, on each Distribution Date, as an          
accelerated payment of principal on the certificates then entitled to receive   
distributions of principal to the extent that the Specified Overcollateralized  
Amount exceeds the Overcollateralized Amount as of that Distribution Date (the  
excess is referred to as an "OVERCOLLATERALIZATION DEFICIENCY"). Any amount of  
Total Monthly Excess Spread and amounts received under the Yield Maintenance    
Agreement and available for such purpose actually applied as an accelerated     
payment of principal is an "EXTRA PRINCIPAL DISTRIBUTION AMOUNT." The required  
level of the Overcollateralized Amount with respect to a Distribution Date is   
the "SPECIFIED OVERCOLLATERALIZED AMOUNT" and is set forth in the definition of 
Specified Overcollateralized Amount in the "GLOSSARY OF TERMS" in this          
prospectus supplement. As described above, the Specified Overcollateralized     
Amount may, over time, decrease, subject to certain floors and triggers. If a   
Trigger Event occurs, the Specified Overcollateralized Amount may not "step     
down." Total Monthly Excess Spread will then be applied to the payment in       
reduction of principal of the class or classes of certificates then entitled to 
distributions of principal during the period that a Trigger Event is in effect. 

   In the event that a Specified Overcollateralized Amount is permitted to
decrease or "step down" on a Distribution Date in the future, or in the event   
that an Excess Overcollateralized Amount otherwise exists, the pooling and      
servicing agreement provides that some or all of the principal which would      
otherwise be distributed to the holders of the Offered Certificates and the     
Class B-1 certificates and Class B-2 certificates on that Distribution Date will
be distributed to the holders of the Class X certificates on that Distribution  
Date (to the extent not required to pay Unpaid Interest Amounts, Basis Risk     
Carry Forward Amounts or Relief Act Shortfalls to the Offered Certificates and  
the Class B-1 certificates and                                                  

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Class B-2 certificates) until the Excess Overcollateralized Amount is reduced to
zero. This has the effect of decelerating the amortization of the Offered       
Certificates and the Class B-1 certificates and Class B-2 certificates relative 
to the amortization of the mortgage loans, and of reducing the related          
Overcollateralized Amount. With respect to any Distribution Date, the excess, if
any, of (a) the Overcollateralized Amount on that Distribution Date over (b) the
Specified Overcollateralized Amount is the "EXCESS OVERCOLLATERALIZED AMOUNT"   
with respect to that Distribution Date. If, on any Distribution Date, the Excess
Overcollateralized Amount is, or, after taking into account all other           
distributions to be made on that Distribution Date, would be, greater than zero 
(I.E., the related Overcollateralized Amount is or would be greater than the    
related Specified Overcollateralized Amount), then any amounts relating to      
principal which would otherwise be distributed to the holders of the Offered    
Certificates and the Class B-1 certificates and Class B-2 certificates on that  
Distribution Date will instead be distributed to the holders of the Class X     
certificates (to the extent not required to pay Unpaid Interest Amounts, Basis  
Risk Carry Forward Amounts or Relief Act Shortfalls to the Offered Certificates 
and the Class B-1 certificates and Class B-2 certificates) in an amount equal to
the lesser of (x) the Excess Overcollateralized Amount and (y) the Net Monthly  
Excess Cash Flow (referred to as the "OVERCOLLATERALIZATION REDUCTION AMOUNT"   
for that Distribution Date). The "NET MONTHLY EXCESS CASH FLOW" is the amount of
Available Funds remaining after the amount necessary to make all payments of    
interest and principal to the Offered Certificates and the Class B-1            
certificates and Class B-2 certificates.                                        

REPORTS TO CERTIFICATEHOLDERS                                                   

      On each Distribution Date the trustee will make available to the depositor
and each holder of an Offered Certificate a distribution report, based in part  
on information provided to the trustee by the servicer, containing the          
following:                                                                      

o     the amount of the distribution allocable to principal, separately         
identifying the aggregate amount of any principal prepayments and   
Liquidation Proceeds included in that distribution;                 

o     the amount of the distribution allocable to interest, any Unpaid Interest 
   Amounts included in such distribution and any remaining Unpaid Interest
  Amounts after giving effect to such distribution, any Basis Risk Carry
      Forward Amount for such Distribution Date and the amount of all Basis Risk
     Carry Forward Amounts covered by withdrawals from the Excess Reserve Fund
Account on such Distribution Date;                                  

o     if the distribution to the holders of such class of certificates is less  
     than the full amount that would be distributable to such holders if there
     were sufficient funds available therefor, the amount of the shortfall and
the allocation of the shortfall as between principal and interest,  
   including any Basis Risk Carry Forward Amount not covered by amounts in
the Excess Reserve Fund Account;                                    

o     the Class Certificate Balance of each class of certificates after giving  
effect to the distribution of principal on such Distribution Date;  

o     the aggregate Stated Principal Balance of the mortgage loans for the      
following Distribution Date;                                        

o     the amount of the expenses and fees paid to or retained by the servicer   
    and paid to or retained by the trustee with respect to such Distribution
Date;                                                               

o     the Pass-Through Rate for each such class of certificates with respect to 
such Distribution Date;                                             

o     the amount of advances included in the distribution on such Distribution  
   Date and the aggregate amount of advances reported by the servicer (and
  the trustee as successor servicer and any other successor servicer, if
    applicable) as outstanding (if reported by the servicer) as of the close
of business on the Determination Date immediately preceding such    
Distribution Date;                                                  

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o     the number and aggregate outstanding principal balances of mortgage loans 
    (1) as to which the scheduled payment is delinquent 31 to 60 days, 61 to
   90 days, 91 to 120 days, 121 to 150 days, 151 to 180 days and more than
    180 days, (2) that have become REO property, (3) that are in foreclosure
    and (4) that are in bankruptcy, in each case as of the close of business
on the last business day of the immediately preceding month;        

o     for each of the preceding 12 calendar months, or all calendar months since
    the related cut-off date, whichever is less, the aggregate dollar amount
  of the scheduled payments (A) due on all outstanding mortgage loans on
  each of the Due Dates in each such month and (B) delinquent 60 days or
more on each of the Due Dates in each such month;                   

o     with respect to all mortgage loans that became REO properties during the  
     preceding calendar month, the aggregate number of such mortgage loans and
   the aggregate Stated Principal Balance of such mortgage loans as of the
   close of business on the last business day of the immediately preceding
month;                                                              

o     the total number and principal balance of any REO properties (and market  
     value, if available) as of the close of business on the last business day
of the immediately preceding month;                                 

o     whether a Trigger Event has occurred and is continuing;                   

o     the amount on deposit in the Excess Reserve Fund Account (after giving    
effect to distributions on such Distribution Date);                 

o     in the aggregate and for each class of certificates, the aggregate amount 
   of Applied Realized Loss Amounts incurred during the preceding calendar
month and aggregate Applied Realized Loss Amounts through such      
Distribution Date;                                                  

o     the amount of any Net Monthly Excess Cash Flow on such Distribution Date  
     and the allocation of it to the certificateholders with respect to Unpaid
Interest Amounts;                                                   

o     the Overcollateralized Amount and Specified Overcollateralized Amount;    

o     Prepayment Premiums collected by the servicer;                            

o     the percentage equal to the aggregate realized losses divided by the      
      aggregate Stated Principal Balance of the mortgage loans as of the cut-off
date;                                                               

o     the amount distributed on the Class X certificates;                       

o     the amount of any Subsequent Recoveries for such Distribution Date;       

o     the amount, if any, of any Yield Maintenance Agreement Payment for such   
distribution date; and                                              

o     the Record Date for such Distribution Date.                               

  The monthly distribution report will be filed with the SEC through its
EDGAR system located at http://www.sec.gov under the name of the issuing entity 
as an exhibit to the issuing entity's Form 10-D for so long as the issuing      
entity is subject to the reporting requirement of the Securities Exchange Act of
1934, as amended. The trustee will provide the monthly distribution report via  
the trustee's internet website. The trustee's website will initially be located 
at https://www.tss.db.com/invr and assistance in using the website can be       
obtained by calling the trustee's investor relations desk at 1-800-735-7777.    
Parties that are unable to use the website are entitled to have a paper copy    
mailed to them via first class mail by calling the investor relations desk and  
requesting a copy. The trustee will have the right to change the way the monthly
statements to certificateholders are distributed in order to make such          

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distribution more convenient and/or more accessible to the above parties and the
trustee shall provide timely and adequate notification to all above parties     
regarding any such changes. As a condition to access the trustee's internet     
website, the trustee may require registration and the acceptance of a           
disclaimer. Reports on Forms 10-D, 10-K and 8-K that have been filed with       
respect to the trust through the EDGAR system will not be made available on the 
website of any party to this transaction. However, the trustee will provide     
electronic or paper copies of those filings free of charge upon request. The    
trustee will not be liable for the dissemination of information in accordance   
with the pooling and servicing agreement. The trustee will also be entitled to  
rely on but shall not be responsible for the content or accuracy of any         
information provided by third parties for purposes of preparing the monthly     
distribution report and may affix to that report any disclaimer it deems        
appropriate in its reasonable discretion (without suggesting liability on the   
part of any other party).                                                       

Any materials filed with the Securities and Exchange Commission in  
conjunction with this issuance may be read and copied at the Securities and     
Exchange Commission's Public Reference Room at 100 F Street, N.E., Washington,  
DC 20549. Information on the operation of the Public Reference Room may be      
obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330.   
The issuing entity's annual reports, monthly distribution reports, current      
reports and any amendments to those reports filed or furnished pursuant to      
Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) may also
be obtained at the Securities and Exchange Commission's internet site located at
http://www.sec.gov. Such filings will be made under the name of GS Mortgage     
Securities Corp. and under the Securities and Exchange Commission file number   
333-127620.                                                                     

 THE POOLING AND SERVICING AGREEMENT

GENERAL                                                                         

      Ocwen will act as the servicer of the mortgage loans under the pooling and
servicing agreement. See "THE SERVICER" in this prospectus supplement.          

     In servicing the mortgage loans, the servicer will be required to use the
same care as it customarily employs in servicing and administering similar      
mortgage loans for its own account, in accordance with customary and standard   
mortgage servicing practices of mortgage lenders and loan servicers             
administering similar mortgage loans and in accordance with the terms of the    
pooling and servicing agreement.                                                

SUBSERVICERS                                                                    

     The servicer may enter into subservicing agreements with subservicers for
the servicing and administration of the mortgage loans. The terms of any        
subservicing agreement may not be inconsistent with any of the provisions of the
pooling and servicing agreement. Any subservicing agreement will include the    
provision that such agreement may be immediately terminated by the depositor or 
the trustee without fee, in accordance with the terms of the pooling and        
servicing agreement, in the event that the subservicer, for any reason, is no   
longer the subservicer (including termination due to a servicer event of        
default).                                                                       

    The servicer will remain obligated and primarily liable to the trust and
the trustee for the servicing and administering of the mortgage loans in        
accordance with the provisions of the pooling and servicing agreement without   
diminution of such obligation or liability by virtue of the subservicing        
agreements or arrangements or by virtue of indemnification from the subservicer 
and to the same extent and under the same terms and conditions as if the        
servicer alone were servicing and administering the mortgage loans. The servicer
will be solely liable for all fees owed by it to any subservicer, regardless of 
whether the servicer's compensation is sufficient to pay the subservicer fees.  

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SERVICING, TRUSTEE AND CUSTODIAL FEES AND OTHER COMPENSATION AND PAYMENT OF     
EXPENSES                                                                        

As compensation for its activities as servicer under the pooling and
servicing agreement, the servicer is entitled with respect to each mortgage loan
serviced by it to the servicing fee, which will be retained by the servicer or  
payable monthly from amounts on deposit in the collection account. The servicing
fee is required to be an amount equal to one-twelfth of the servicing fee rate  
for the applicable mortgage loan on the Stated Principal Balance of such        
mortgage loan. See "DESCRIPTION OF THE CERTIFICATES--ADMINISTRATION FEES" in    
this prospectus supplement. In addition, the servicer is entitled to receive, as
additional servicing compensation, to the extent permitted by applicable law and
the related mortgage notes, any late payment charges, modification fees,        
assumption fees or similar items (other than Prepayment Premiums). The servicer 
is also entitled to withdraw from the collection account any net interest or    
other income earned on deposits in the collection account and any excess        
interest resulting from principal prepayments occurring during the portion of   
the Prepayment Period occurring in the same month as the related Distribution   
Date. The servicer is required to pay all expenses incurred by it in connection 
with its servicing activities under the pooling and servicing agreement and is  
not entitled to reimbursement for such expenses, except as specifically provided
in the pooling and servicing agreement.                                         

As compensation for its activities as trustee under the pooling and 
servicing agreement, the trustee will be entitled with respect to each mortgage 
loan to the trustee fee, which will be remitted to the trustee monthly by the   
servicer from amounts on deposit in the collection account. The trustee fee will
be an amount equal to one-twelfth of the trustee fee rate for each mortgage loan
on the outstanding principal balance of such mortgage loan as of the last day of
the related Due Period for the preceding Distribution Date (or as of the closing
date in the case of the first Distribution Date). See "DESCRIPTION OF THE       
CERTIFICATES--ADMINISTRATION FEES" in this prospectus supplement. In addition to
the trustee fee, the trustee will be entitled to any income earned on deposits  
in the applicable distribution account.                                         

   As compensation for its activities as a custodian under the pooling and
servicing agreement, each custodian will be entitled with respect to each       
mortgage loan for which it acts as custodian of the related mortgage loan files 
to custodial fees in accordance with a fee schedule, which will be remitted to  
the custodians by the trustee and will be payable from the monthly trustee fee. 
See "DESCRIPTION OF THE CERTIFICATES--ADMINISTRATION FEES" in this prospectus   
supplement.                                                                     

P&I ADVANCES AND SERVICING ADVANCES                                             

     The servicer is required to make P&I Advances on each Servicer Remittance
Date with respect to each mortgage loan it services until the mortgage loan is  
180 days delinquent in payment of principal and interest, subject to the        
servicer's determination in its good faith business judgment that such advance  
would be recoverable. Such P&I Advances by the servicer are reimbursable to the 
servicer subject to certain conditions and restrictions, and are intended to    
provide sufficient funds for the payment of interest to the holders of the      
certificates. Notwithstanding the servicer's determination in its good faith    
business judgment that a P&I Advance was recoverable when made, if a P&I Advance
becomes a nonrecoverable advance, the servicer will be entitled to reimbursement
for that advance from any amounts in the collection account. See "DESCRIPTION OF
THE CERTIFICATES--PAYMENTS ON THE MORTGAGE LOANS" in this prospectus supplement.

    The servicer is required to advance amounts with respect to the mortgage
loans, subject to the servicer's determination that such advance would be       
recoverable, constituting reasonable "out-of-pocket" costs and expenses relating
to:                                                                             

 o     the preservation, restoration, inspection and protection of the
mortgaged property,                                     

  o     enforcement or judicial proceedings, including foreclosures, and

o     certain other customary amounts described in the pooling and  
servicing agreement.                                    

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  These servicing advances by the servicer (and the trustee as successor
servicer and any other successor servicer, if applicable) are reimbursable to   
the servicer subject to certain conditions and restrictions. In the event that, 
notwithstanding the servicer's good faith determination at the time the         
servicing advance was made that it would be recoverable, the servicing advance  
becomes a nonrecoverable advance, the servicer will be entitled to reimbursement
for that advance from any amounts in the collection account.                    

The servicer (and the trustee as successor servicer and any other   
successor servicer, if applicable) may recover P&I Advances and servicing       
advances to the extent permitted by the pooling and servicing agreement. This   
reimbursement may come from late collections on the related mortgage loan,      
including Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and   
such other amounts as may be collected by the servicer from the mortgagor or    
otherwise relating to the mortgage loan. In the event a P&I Advance or a        
servicing advance becomes a nonrecoverable advance, the servicer (and the       
trustee as successor servicer and any other successor servicer, if applicable)  
may be reimbursed for such advance from any amounts in the collection account.  

The servicer (and the trustee as successor servicer and any other   
successor servicer, if applicable) will not be required to make any P&I Advance 
or servicing advance which it determines would be a nonrecoverable P&I Advance  
or nonrecoverable servicing advance. A P&I Advance or servicing advance is      
"nonrecoverable" if in the good faith business judgment of the servicer (and the
trustee as successor servicer and any other successor servicer, if applicable)  
(as stated in an officer's certificate delivered to the trustee), such P&I      
Advance or servicing advance would not ultimately be recoverable from           
collections on or proceeds of the related mortgage loan.                        

PREPAYMENT INTEREST SHORTFALLS                                                  

With respect to each Distribution Date, in the event of any full or 
partial principal prepayments on any mortgage loans during the portion of the   
applicable Prepayment Period occurring in the calendar month prior to the month 
in which such Distribution Date occurs, the servicer is obligated to pay, by no 
later than the Servicer Remittance Date in the month of such Distribution Date, 
compensating interest, without any right of reimbursement, for those shortfalls 
in interest collections resulting from such prepayments. The amount of          
compensating interest payable by the servicer ("COMPENSATING INTEREST") will be 
equal to the difference between the interest paid by the applicable mortgagors  
for that month in connection with those prepayments and thirty days' interest on
the related mortgage loans, but only up to the servicing fee payable to the     
servicer for such distribution date.                                            

ADVANCE FACILITY; PLEDGE OF SERVICING RIGHTS                                    

 The pooling and servicing agreement may provide that the servicer may
enter into a facility with any party under which such party may fund the        
servicer's P&I Advances or servicing advances, although no such facility will   
reduce or otherwise affect the servicer's obligation to fund such P&I Advances  
or servicing advances. Any P&I Advances or servicing advances made by an        
advancing party will be reimbursed to the advancing party in the same manner as 
reimbursement would be made to the servicer.                                    

   The pooling and servicing agreement also provides that the servicer may
pledge its servicing rights under the pooling and servicing agreement to one or 
more lenders. No such pledge will reduce or otherwise affect the servicer's     
servicing obligations under the pooling and servicing agreement. Upon a Servicer
event of default by the servicer under the pooling and servicing agreement, the 
trustee may remove the servicer as the servicer and the trustee will, or under  
certain circumstances, the servicer or its designee may, appoint a successor    
servicer. In any event, the successor servicer must meet the requirements for   
successor servicers under the pooling and servicing agreement. See "--REMOVAL   
AND RESIGNATION OF THE SERVICER" below. In the event the servicer is removed as 
the servicer under the pooling and servicing agreement, its servicing rights    
will be transferred to any successor servicers, and none of the trust, the      
depositor or the trustee will have any right or claim to the portion of the     
servicer's servicing rights pledged, or any unreimbursed P&I Advances or        
servicing advances that were pledged.                                           

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SERVICER REPORTS                                                                

    As set forth in the pooling and servicing agreement, on a date preceding
the applicable Distribution Date, the servicer is required to deliver to the    
trustee a servicer remittance report setting forth the information necessary for
the trustee to make the distributions set forth under "DESCRIPTION OF THE       
CERTIFICATES--DISTRIBUTIONS OF INTEREST AND PRINCIPAL" in this prospectus       
supplement and containing the information to be included in the distribution    
report for that Distribution Date delivered by the trustee. In addition, the    
servicer will be required to deliver to the trustee and the depositor certain   
monthly reports relating to the mortgage loans and the mortgaged properties. The
trustee will provide these monthly reports to certificateholders, at the expense
of the requesting certificateholder, who make written requests to receive such  
information.                                                                    

   On or prior to March 15th of each year, commencing with March 15, 2007,
the servicer will be required to deliver to the depositor and the trustee an    
officer's certificate (a "SERVICER COMPLIANCE STATEMENT") stating that (i) a    
review of the servicer's servicing activities during the preceding calendar year
and of performance under the pooling and servicing agreement has been made under
the supervision of the officer, and (ii) to the best of the officer's knowledge,
based on the review, the servicer has fulfilled all its obligations under the   
pooling and servicing agreement in all material respects throughout the year,   
or, if there has been a failure to fulfill any such obligation in any material  
respect, specifying the failure known to the officer and the nature and status  
of the failure.                                                                 

      In addition, on or prior to March 15th of each year, commencing with March
15, 2007, each of the servicer, the custodians and the trustee will be required 
to deliver annually to the depositor and the trustee, a report (an "ASSESSMENT  
OF COMPLIANCE") that assesses compliance by that party with the servicing       
criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122) that      
contains the following:                                                         

  (a) a statement of the party's responsibility for assessing compliance
with the servicing criteria applicable to it;                                   

(b) a statement that the party used the criteria in Item 1122(d) of 
Regulation AB to assess compliance with the applicable servicing criteria;      

  (c) the party's assessment of compliance with the applicable servicing
criteria during the preceding calendar year, setting forth any material instance
of noncompliance identified by the party;                                       

  (d) a statement that a registered public accounting firm has issued an
attestation report on the party's assessment of compliance with the applicable  
servicing criteria during the preceding calendar year; and                      

  (e) a statement as to which of the servicing criteria, if any, are not
applicable to the party, which statement shall be based on the activities it    
performs with respect to asset-backed securities transactions taken as a whole  
involving that party, that are backed by the same asset type as the mortgage    
loans.                                                                          

      Each of the servicer, the custodians and the trustee will also be required
to simultaneously deliver a report (an "ATTESTATION REPORT") of a registered    
public accounting firm, prepared in accordance with the standards for           
attestation engagements issued or adopted by the Public Company Accounting      
Oversight Board, that attests to, and reports on, the party's assessment of     
compliance with the applicable servicing criteria.                              

      You may obtain copies of these Servicer Compliance Statements, Assessments
of Compliance and Attestation Reports without charge upon written request to the
trustee at the address provided in this prospectus supplement. Copies of these  
statements and reports will be filed with the SEC under the name of the issuing 
entity as an exhibit to the issuing entity's annual statement on Form 10-K.     

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COLLECTION AND OTHER SERVICING PROCEDURES                                       

     The servicer will be responsible for making reasonable efforts to collect
all payments called for under the mortgage loans and will, consistent with the  
pooling and servicing agreement, follow such collection procedures as it follows
with respect to loans held for its own account which are comparable to the      
mortgage loans. Consistent with the above, the servicer may (i) waive any late  
payment charge or, if applicable, any penalty interest or (ii) extend the due   
dates for the monthly payments for a period of not more than 180 days, subject  
to the provisions of the pooling and servicing agreement.                       

  The servicer will be required to act with respect to mortgage loans in
default, or as to which default is reasonably foreseeable, in accordance with   
procedures set forth in the pooling and servicing agreement. These procedures   
among other things, result in (i) foreclosing on the mortgage loan, (ii)        
accepting the deed to the related mortgaged property in lieu of foreclosure,    
(iii) granting the borrower under the mortgage loan a modification or           
forbearance, or (iv) accepting payment from the borrower of an amount less than 
the principal balance of the mortgage loan in final satisfaction of the mortgage
loan. These procedures are intended to maximize recoveries on a net present     
value basis on these mortgage loans.                                            

     The servicer will be required to accurately and fully report its borrower
payment histories to all three national credit repositories in a timely manner  
with respect to each mortgage loan.                                             

If a mortgaged property has been or is about to be conveyed by the  
mortgagor, the servicer will be obligated to accelerate the maturity of the     
mortgage loan, unless the servicer, in its sole business judgment, believes it  
is unable to enforce that mortgage loan's "due-on-sale" clause under applicable 
law or that such enforcement is not in the best interest of the trust fund. If  
it reasonably believes it may be restricted for any reason from enforcing such a
"due-on-sale" clause or that such enforcement is not in the best interest of the
trust fund, the servicer may enter into an assumption and modification agreement
with the person to whom such property has been or is about to be conveyed,      
pursuant to which such person becomes liable under the mortgage note.           

Any fee collected by the servicer for entering into an assumption or
modification agreement will be retained by the servicer as additional servicing 
compensation. In connection with any such assumption or modification, none of   
the outstanding principal amount, the interest rate borne by the mortgage note  
relating to each mortgage loan nor the final maturity date for such mortgage    
loan may be changed, unless the mortgagor is in default with respect to the     
mortgage loan or such default is, in the judgment of the servicer, reasonably   
foreseeable. For a description of circumstances in which the servicer may be    
unable to enforce "due-on-sale" clauses, see "LEGAL ASPECTS OF THE MORTGAGE     
LOANS--DUE-ON-SALE CLAUSES" in the prospectus.                                  

HAZARD INSURANCE                                                                

The servicer is required to cause to be maintained a blanket policy 
insuring against losses arising from fire and hazards covered under extended    
coverage on all of the mortgage loans, which policy shall provide coverage in an
amount equal to the least of (a) the maximum insurable value of such mortgaged  
property, (b) the amount necessary to fully compensate for any damage or loss to
the improvements that are a part of such property on a replacement cost basis or
(c) the outstanding principal balance of such mortgage loan, but in no event may
such amount be less than is necessary to prevent the borrower from becoming a   
coinsurer under the policy. The servicer will not be obligated to determine     
whether or not each mortgagor has obtained adequate hazard insurance. As set    
forth above, all amounts collected by the servicer under any hazard policy,     
except for amounts to be applied to the restoration or repair of the mortgaged  
property or released to the borrower in accordance with the servicer's normal   
servicing procedures, to the extent they constitute net Liquidation Proceeds,   
Condemnation Proceeds or Insurance Proceeds, will ultimately be deposited in the
collection account. If such blanket policy con