EXECUTION

      


      
        

        

      

       

      STANDARD
        TERMS

      
 

      TO

      
 

      MASTER
        SERVICING


      
 

      AND


       

      
 

      TRUST
        AGREEMENT

      
                    

      


      GS
        Mortgage Securities Corp.

      Depositor

      


      GSR
        Mortgage Loan Trust 2007-1F 

      Mortgage
        Pass-Through Certificates, Series 2007-1F

      


      February
        2007 Edition

      


      


      


      
        

        

      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

                  

      


      Page

       

      
        	
                STANDARD
                  TERMS

              	
                1

              
	 	 
	
                ARTICLE
                  I DEFINITIONS

              	
                1

              
	
                Section
                  1.01

              	
                Defined
                  Terms.

              	
                1

              
	 	 
	
                ARTICLE
                  II MORTGAGE LOAN FILES

              	
                23

              
	
                Section
                  2.01

              	
                Mortgage
                  Loan Files.

              	
                23

              
	
                Section
                  2.02

              	
                Acceptance
                  by the Trustee.

              	
                23

              
	
                Section
                  2.03

              	
                Purchase
                  of Mortgage Loans by a Servicer, a Seller, GSMC or the
                  Depositor.

              	
                27

              
	
                Section
                  2.04

              	
                Representations
                  and Warranties of the Depositor.

              	
                31

              
	 	 
	
                ARTICLE
                  III ADMINISTRATION OF THE TRUST

              	
                33

              
	
                Section
                  3.01

              	
                The
                  Collection Accounts; the Master Servicer Account; the Distribution
                  Accounts and the Certificate Account.

              	
                33

              
	
                Section
                  3.02

              	
                Filings
                  with the Commission.

              	
                36

              
	
                Section
                  3.03

              	
                Securities
                  Administrator to Cooperate; Release of Mortgage Files.

              	
                43

              
	
                Section
                  3.04

              	
                Amendments
                  to Servicing Agreement.

              	
                44

              
	
                Section
                  3.05

              	
                Monthly
                  Advances by Master Servicer or Trustee.

              	
                45

              
	
                Section
                  3.06

              	
                Enforcement
                  of Servicing Agreement.

              	
                47

              
	 	 
	
                ARTICLE
                  IV REPORTING/REMITTING TO CERTIFICATEHOLDERS

              	
                47

              
	
                Section
                  4.01

              	
                Statements
                  to Certificateholders.

              	
                47

              
	
                Section
                  4.02

              	
                Remittance
                  Reports and other Reports from the Servicers.

              	
                50

              
	
                Section
                  4.03

              	
                Compliance
                  with Withholding Requirements.

              	
                51

              
	
                Section
                  4.04

              	
                Reports
                  of Certificate Balances to The Depository Trust Company.

              	
                51

              
	
                Section
                  4.05

              	
                Preparation
                  of Regulatory Reports.

              	
                52

              
	
                Section
                  4.06

              	
                Management
                  and Disposition of REO Property.

              	
                52

              
	 	 
	
                ARTICLE
                  V THE INTERESTS AND THE SECURITIES

              	
                52

              
	
                Section
                  5.01

              	
                REMIC
                  Interests.

              	
                52

              
	
                Section
                  5.02

              	
                The
                  Certificates.

              	
                52

              
	
                Section
                  5.03

              	
                Book-Entry
                  Certificates.

              	
                53

              
	
                Section
                  5.04

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	
                55

              
	
                Section
                  5.05

              	
                Restrictions
                  on Transfer.

              	
                56

              
	
                Section
                  5.06

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                62

              
	
                Section
                  5.07

              	
                Persons
                  Deemed Owners.

              	
                63

              
	
                Section
                  5.08

              	
                Appointment
                  of Paying Agent.

              	
                63

              
	 	 
	
                ARTICLE
                  VI THE DEPOSITOR

              	
                63

              
	
                Section
                  6.01

              	
                Liability
                  of the Depositor.

              	
                63

              
	
                Section
                  6.02

              	
                Merger
                  or Consolidation of the Depositor.

              	
                63

              
	 	 
	
                ARTICLE
                  VII TERMINATION OF SERVICING ARRANGEMENTS

              	
                64

              
	
                Section
                  7.01

              	
                Termination
                  and Substitution of Servicer.

              	
                64

              
	
                Section
                  7.02

              	
                Notification
                  to Certificateholders.

              	
                66

              
	 	 
	
                ARTICLE
                  VIII ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
                  SERVICER

              	
                66

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  8.01

              	
                Duties
                  of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s
                  Obligations.

              	
                66

              
	
                Section
                  8.02

              	
                Maintenance
                  of Fidelity Bond and Errors and Omissions Insurance.

              	
                70

              
	
                Section
                  8.03

              	
                Representations
                  and Warranties of the Master Servicer.

              	
                71

              
	
                Section
                  8.04

              	
                Master
                  Servicer Events of Default.

              	
                73

              
	
                Section
                  8.05

              	
                Waiver
                  of Default.

              	
                75

              
	
                Section
                  8.06

              	
                Successor
                  to the Master Servicer.

              	
                75

              
	
                Section
                  8.07

              	
                Fees
                  and Other Amounts Payable to the Master Servicer.

              	
                77

              
	
                Section
                  8.08

              	
                Merger
                  or Consolidation.

              	
                77

              
	
                Section
                  8.09

              	
                Resignation
                  and Removal of Master Servicer.

              	
                77

              
	
                Section
                  8.10

              	
                Assignment
                  or Delegation of Duties by the Master Servicer.

              	
                78

              
	
                Section
                  8.11

              	
                Limitation
                  on Liability of the Master Servicer and Others.

              	
                78

              
	
                Section
                  8.12

              	
                Indemnification;
                  Third-Party Claims.

              	
                79

              
	 	 
	
                ARTICLE
                  IX CONCERNING THE TRUSTEE

              	
                79

              
	
                Section
                  9.01

              	
                Duties
                  of Trustee.

              	
                79

              
	
                Section
                  9.02

              	
                Certain
                  Matters Affecting the Trustee.

              	
                81

              
	
                Section
                  9.03

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                84

              
	
                Section
                  9.04

              	
                Trustee
                  May Own Certificates.

              	
                84

              
	
                Section
                  9.05

              	
                Trustee’s
                  Fees and Expenses and Indemnification.

              	
                84

              
	
                Section
                  9.06

              	
                Eligibility
                  Requirements for Trustee.

              	
                85

              
	
                Section
                  9.07

              	
                Resignation
                  and Removal of the Trustee.

              	
                85

              
	
                Section
                  9.08

              	
                Successor
                  Trustee.

              	
                86

              
	
                Section
                  9.09

              	
                Merger
                  or Consolidation of Trustee.

              	
                86

              
	
                Section
                  9.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                86

              
	
                Section
                  9.11

              	
                Appointment
                  of Custodians.

              	
                87

              
	
                Section
                  9.12

              	
                Appointment
                  of Office or Agent.

              	
                88

              
	
                Section
                  9.13

              	
                Representation
                  and Warranties of the Trustee.

              	
                88

              
	 	 
	
                ARTICLE
                  X TERMINATION OF TRUST

              	
                89

              
	
                Section
                  10.01

              	
                Qualified
                  Liquidation.

              	
                89

              
	
                Section
                  10.02

              	
                Termination.

              	
                89

              
	
                Section
                  10.03

              	
                Procedure
                  for Termination.

              	
                90

              
	
                Section
                  10.04

              	
                Additional
                  Termination Requirements.

              	
                91

              
	 	 
	
                ARTICLE
                  XI CONCERNING THE SECURITIES ADMINISTRATOR

              	
                92

              
	
                Section
                  11.01

              	
                Certain
                  Matters Affecting the Securities Administrator.

              	
                92

              
	
                Section
                  11.02

              	
                Securities
                  Administrator Not Liable for Certificates or Mortgage
                  Loans.

              	
                97

              
	
                Section
                  11.03

              	
                Securities
                  Administrator May Own Certificates.

              	
                97

              
	
                Section
                  11.04

              	
                Custodian’s
                  and Securities Administrator's Fees, Expenses and
                  Indemnification.

              	
                97

              
	
                Section
                  11.05

              	
                Resignation
                  and Removal of the Securities Administrator.

              	
                98

              
	
                Section
                  11.06

              	
                Successor
                  Securities Administrator.

              	
                99

              
	
                Section
                  11.07

              	
                Representations
                  and Warranties of the Securities Administrator.

              	
                99

              
	
                Section
                  11.08

              	
                Eligibility
                  Requirements for the Securities Administrator.

              	
                100

              
	 	 
	
                ARTICLE
                  XII REMIC TAX PROVISIONS

              	
                101

              
	
                Section
                  12.01

              	
                REMIC
                  Administration.

              	
                101

              
	
                Section
                  12.02

              	
                Prohibited
                  Activities.

              	
                103

              
	 	 
	
                ARTICLE
                  XIII MISCELLANEOUS PROVISIONS

              	
                105

              
	
                Section
                  13.01

              	
                Amendment
                  of Trust Agreement.

              	
                105

              
	
                Section
                  13.02

              	
                Recordation
                  of Agreement; Counterparts.

              	
                106

              
	
                Section
                  13.03

              	
                Limitation
                  on Rights of Certificateholders.

              	
                106

              
	
                Section
                  13.04

              	
                [Reserved]

              	
                107

              


      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  13.05

              	
                Notices.

              	
                107

              
	
                Section
                  13.06

              	
                Severability
                  of Provision.

              	
                108

              
	
                Section
                  13.07

              	
                Sale
                  of Mortgage Loans.

              	
                108

              
	
                Section
                  13.08

              	
                Notice
                  to Rating Agencies

              	
                108

              
	
                Section
                  13.09

              	
                Custodian’s
                  Limitation of Liability.

              	
                109

              


      

      


      
        	
                Exhibit A

              	
                Form
                  of Trust Receipt

              
	
                Exhibit B

              	
                Form
                  of Final Certification

              
	
                Exhibit C-1

              	
                Form
                  of Rule 144A Agreement - QIB Certification

              
	
                Exhibit
                  C-2

              	
                Form
                  of Transfer Certificate for Transfer from Rule 144A Certificate
                  to
                  Regulation S Global Security

              
	
                Exhibit
                  C-3 

              	
                Form
                  of Transfer Certificate for Transfer from Regulation S Global Security
                  to
                  Rule 144A Certificate

              
	
                Exhibit D

              	
                Form
                  of Transferee Agreement

              
	
                Exhibit E

              	
                Form
                  of Benefit Plan Affidavit

              
	
                Exhibit F

              	
                Form
                  of Residual Transferee Agreement

              
	
                Exhibit G-1

              	
                Form
                  of Non-U.S. Person Affidavit

              
	
                Exhibit G-2

              	
                Form
                  of U.S. Person Affidavit

              
	
                Exhibit H

              	
                Form
                  of Securities Administrator Certification

              
	
                Exhibit I

              	
                Form
                  of Master Servicer Certification

              
	
                Exhibit
                  J

              	
                Form
                  of Certification Regarding Servicing Criteria to be Addressed in
                  Report on
                  Assessment of Compliance

              
	
                Exhibit
                  K

              	
                Form
                  8-K Disclosure Information

              
	
                Exhibit
                  L

              	
                Additional
                  Form 10-D Disclosure

              
	
                Exhibit
                  M

              	
                Additional
                  Form 10-K Disclosure

              
	
                Schedule
                  I

              	
                Bond
                  Level Report

              
	
                Schedule
                  II

              	
                Loan
                  Level Report

              
	
                Schedule
                  III

              	
                Remittance
                  Report

              


      

      


       


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        RECITALS

         

        GS
          Mortgage Securities Corp. (the “Depositor”),
          a
          trustee (together with its successors and assigns, the “Trustee”),
          a
          securities administrator (together with its successors and assigns, the
          “Securities
          Administrator”),
          custodians (together with their successors and assigns, the “Custodians”),
          and a
          master servicer (together with its successors and assigns, the “Master
          Servicer”)
          identified in the Trust Agreement (as defined below) have entered into
          the Trust
          Agreement that provides for the issuance of mortgage pass-through certificates
          (the “Certificates”)
          that
          in the aggregate evidence the entire interest in Mortgage Loans or certificates
          or securities evidencing an interest therein and other property owned by
          the
          Trust created by such Trust Agreement. These Standard Terms are a part
          of, and
          are incorporated by reference into, the Trust Agreement.

         

        STANDARD
          PROVISIONS

         

        NOW,
          THEREFORE, in consideration of the mutual promises, covenants, representations,
          and warranties made in the Trust Agreement and as hereinafter set forth,
          the
          Depositor, the Trustee, the Securities Administrator, the Custodians and
          the
          Master Servicer agree as follows:

         

        ARTICLE
          I

         

        DEFINITIONS

         

        Section
          1.01 Defined
          Terms.

         

        Except
          as
          otherwise specified herein or in the Trust Agreement or as the context
          may
          otherwise require, whenever used in these Standard Terms, the following
          words
          and phrases shall have the meanings specified in this Article. Capitalized
          words
          and phrases used herein but not defined herein or in the Trust Agreement
          shall,
          when applied to a Trust, have the meanings set forth in the Servicing
          Agreement(s) assigned to such Trust as in effect on the date of this Agreement.
          In the event of a conflict between the Trust Agreement and these Standard
          Terms,
          the Trust Agreement shall govern. Unless otherwise specified, all calculations
          described herein shall be made on the basis of a 360-day year consisting
          of
          twelve 30-day months.

         

        “10-K
          Filing Deadline”:
          As
          defined in Section 3.02.

         

        “Accounting
          Date”:
          With
          respect to each Distribution Date, the last day of the month preceding
          the month
          in which such Distribution Date occurs.

         

        “Additional
          Form 10-D Disclosure”:
          As
          defined in Section 3.02.

         

        “Additional
          Form 10-K Disclosure”:
          As
          defined in Section 3.02.

         

        “Additional
          Servicer”:
          Each
          affiliate of each Servicer that Services any of the Mortgage Loans and
          each
          Person that is not an affiliate of each such Servicer, that Services 10%
          or more
          of the Mortgage Loans. For the avoidance of doubt, the Master Servicer
          and
          Securities Administrator are Additional Servicers.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        “Administrative
          Cost Rate”:
          Not
          applicable.

         

        “Advance”:
          The
          aggregate amount of the (i) advances made by a Servicer on any Servicer
          Remittance Date in respect of delinquent Monthly Payments pursuant to the
          applicable Sale and Servicing Agreement, (ii) any advances made by the
          Master Servicer (or by the Trustee, as successor Master Servicer, pursuant
          to
          Section 3.05 in the event the Master Servicer fails to make such advances
          as
          required) in respect of any such delinquent Monthly Payment pursuant to
          Section 3.05 and (iii) amounts necessary to preserve the Trust’s
          interest in the Mortgaged Premises or the Mortgage Loans, including without
          limitation, property taxes or insurance premiums not paid as required by
          the
          Mortgagor and advanced by the related Servicer or successor
          servicer.

         

        “Affiliate”:
          Any
          person or entity controlling, controlled by, or under common Control with
          the
          Depositor, the Trustee, the Securities Administrator, the Custodian, the
          Master
          Servicer or any Servicer. “Control” means the power to direct the management and
          policies of a person or entity, directly or indirectly, whether through
          ownership of voting securities, by contract or otherwise. “Controlling” and
“controlled” shall have meanings correlative to the foregoing.

         

        “Aggregate
          Principal Distribution Amount”:
          The
          amount specified in the Trust Agreement.

         

        “ARM
          Loan”:
          An
“adjustable rate” Mortgage Loan, the Note Rate of which is subject to periodic
          adjustment in accordance with the terms of the Note.

         

        “Assignment
          Agreement”:
          Any
          Assignment, Assumption and Recognition Agreement or Agreements identified
          in the
          Trust Agreement to which the Depositor is a party.

         

        “Available
          Distribution Amount”:
          Unless
          otherwise provided in the Trust Agreement, on each Distribution Date the
          Available Distribution Amount shall equal (i) the sum of the following:
          (A) all amounts credited to the Collection Account as of the close of
          business on the related Distribution Date, (B) an amount equal to Monthly
          Advances made on or before the previous Distribution Date, to the extent
          such
          Monthly Advance was made from funds on deposit in any related Collection
          Account
          held for future distribution, (C)  all Monthly Advances made with respect
          to such Distribution Date (to the extent not included in
          clause (B) above) and (D) all amounts deposited into the
          Certificate Account to effect a Terminating Purchase in accordance with
          Section 10.02 minus
          (ii) the sum of (A) any Principal Prepayments (including Liquidation
          Proceeds, Insurance Proceeds and Condemnation Proceeds) or Payoffs received
          after the related Principal Prepayment Period, (B) Monthly Payments
          collected but due on a Due Date or Dates subsequent to the related Due
          Period
          and (C) reinvestment income on amounts deposited in any Collection Account
          to the extent included in (i) above.

         

        “Back-Up
          Certification”:
          As
          defined in Section 3.02. 

         

        “Bankruptcy
          Loss”:
          Any
          reduction in the total amount owed by a Borrower on a Mortgage Loan occurring
          as
          a result of a final order of a court in a bankruptcy proceeding.

         


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        


        “Beneficial
          Owner”:
          With
          respect to a Book-Entry Certificate, the Person who is registered as owner
          of
          that Certificate in the books of the Clearing Agency for that Certificate
          or in
          the books of a Person maintaining an account with such Clearing
          Agency.

         

        “Benefit
          Plan Affidavit”:
          An
          affidavit substantially in the form of Exhibit E
          hereto.

         

        “Benefit
          Plan Opinion”:
          An
          opinion of counsel satisfactory to the Trustee and the Securities Administrator
          (and upon which the Trustee, the Master Servicer, the Securities Administrator
          and the Depositor shall be entitled to rely) to the effect that the purchase
          or
          holding of such Certificate by the prospective transferee will not result
          in any
          non-exempt prohibited transactions under Section 406 of ERISA or Section
          4975 of
          the Code and will not subject the Trustee, the Securities Administrator,
          the
          Master Servicer or the Depositor to any obligation in addition to those
          undertaken by such parties in the Trust Agreement, which opinion of counsel
          shall not be an expense of the Trust or any of the above parties. 

         

        “Bond
          Level Reports”:
          Shall
          mean the reports prepared by the Securities Administrator in substantially
          the
          form attached as Schedule I hereto.

         

        “Book-Entry
          Certificates”:
          The
          Classes of Certificates, if any, specified as such in the Trust Agreement
          for a
          Series.

         

        “Book-Entry
          Custodian”:
          The
          custodian appointed pursuant to Section 5.03(d).

         

        “Borrower”:
          The
          individual or individuals obligated to repay a Mortgage Loan.

         

        “Business
          Day”:
          Any day
          that is not (i) a Saturday or Sunday, or (ii) a legal holiday in the
          State of New York and the state in which the Corporate Trust Office or
          the
          principal offices of the Securities Administrator, the Master Servicer
          or any
          Servicer are located, or (iii) a day on which the banking or savings and
          loan institutions in the State of New York and the state in which the Corporate
          Trust Office or the principal office of the Securities Administrator, the
          Master
          Servicer or any Servicer is located are authorized or obligated by law
          or
          executive order to be closed.

         

        “Certificate”:
          Any
          security issued under the Trust Agreement and designated as such.

         

        “Certificate
          Account”:
          The
          account or accounts created and maintained for a Trust pursuant to
          Section 3.01 hereof.

         

        “Certificate
          Balance”:
          With
          respect to each Class of Certificates or Interests, as of the close of
          business
          on any Distribution Date, the initial balance of such Class of Certificates
          or
          Interests set forth in the Trust Agreement reduced by (a) all principal
          payments previously distributed to such Class of Certificates or Interests
          in
          accordance with the Trust Agreement, and (b) all Realized Losses, if any,
          previously allocated to such Class of Certificates or Interests pursuant
          to the
          Trust Agreement.

         

        “Certificate
          of Title Insurance”:
          A
          certificate of title insurance issued pursuant to a master title insurance
          policy.

         


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        “Certificate
          Rate”:
          With
          respect to the Certificates, as to each Distribution Date, the rate specified
          as
          such in the Trust Agreement.

         

        “Certificate
          Register”
          and
“Certificate
          Registrar”:
          The
          register maintained and the registrar appointed pursuant to Section 5.04
          hereof.

         

        “Certificated
          Subordinated Certificates”:
          The
          Classes of Certificates, if any, specified as such in the Trust Agreement
          for a
          Series.

         

        “Certification
          Parties”:
          As
          defined in Section 3.02.

         

        “Certifying
          Person”:
          As
          defined in Section 3.02.

         

        “Class”:
          Collectively, all of the Certificates bearing the same designation.

         

        “Class
          B Interests”:
          As set
          forth in the Trust Agreement.

         

        “Clearing
          Agency”:
          The
          Depository Trust Company, or any successor organization or any other
          organization registered as a “clearing agency” pursuant to Section 17A of
          the Securities Exchange Act of 1934, as amended, and the regulations of
          the
          Commission thereunder.

         

        “Clearing
          Agency Participant”:
          A
          broker, dealer, bank, other financial institution or other Person for whom
          from
          time to time a Clearing Agency effects book-entry transfers and pledges
          of
          securities deposited with the Clearing Agency.

         

        “Closing
          Date”:
          The
          date on which Certificates are issued by a Trust as set forth in the related
          Trust Agreement.

         

        “Code”:
          The
          Internal Revenue Code of 1986, as amended.

         

        “Collection
          Account”:
          The
          collection account or accounts identified in or established in connection
          with
          the Servicing Agreement or Agreements identified in the Trust
          Agreement.

         

        “Commission”:
          The
          United States Securities and Exchange Commission.

         

        “Compensating
          Interest Payment”:
          With
          respect to the Mortgage Loans and any Distribution Date, an amount equal
          to the
          excess of (x) the aggregate of any Prepayment Interest Shortfalls with
          respect
          to the Mortgage Loans and such Distribution Date over (y) the aggregate
          of any
          amounts required to be paid by any Servicer in respect of such shortfalls
          but
          not paid; provided that the aggregate Compensating Interest Payment to
          be paid
          by the Master Servicer for any Distribution Date shall not exceed the Master
          Servicing Fee that would be payable to the Master Servicer in respect of
          the
          Mortgage Loans and Distribution Date without giving effect to any Compensating
          Interest Payment.

         

        “Condemnation
          Proceeds”:
          All
          awards or settlements in respect of a taking of an entire Mortgaged Premises
          or
          a part thereof by exercise of the power of eminent domain or
          condemnation.

         


        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


        “Contract
          of Insurance Holder”:
          Any FHA
          approved mortgagee identified as such in the Trust Agreement or any Servicing
          Agreement.

         

        “Contractually
          Delinquent”:
          With
          respect to any Mortgage Loan, having one or more uncured delinquencies
          in
          respect of payment at any time during the term of such Mortgage
          Loan.

         

        “Controlling
          Person”:
          With
          respect to any Person, any other Person who “controls” such Person within the
          meaning of the Securities Act. 

         

        “Corporate
          Trust Office”:
          The
          respective principal corporate trust office of the Trustee or the Securities
          Administrator, as applicable, at which at any particular time its corporate
          trust business shall be administered.

         

        “Custodian”:
          The
          Custodian or Custodians identified in the Trust Agreement, which shall
          hold all
          or a portion of the Trustee Mortgage Loan Files with respect to a
          Series.

         

        “Custody
          Agreement”:
          The
          Master Custodial Agreement or other Custodial Agreements identified in
          the Trust
          Agreement.

         

        “Cut-off
          Date”:
          The
          date specified as such in the Trust Agreement.

         

        “Defect
          Discovery Date”:
          With
          respect to a Mortgage Loan, the date on which any of the Trustee, the Securities
          Administrator, the Master Servicer or any Servicer first discovers a
          Qualification Defect affecting the Mortgage Loan.

         

        “Depositor”:
          GS
          Mortgage Securities Corp., a Delaware corporation, and its
          successors.

         

        “Disqualified
          Organization”:
          Either
          (a) the United States, (b) any state or political subdivision thereof,
          (c) any foreign government, (d) any international organization,
          (e) any agency or instrumentality of any of the foregoing, (f) any
          tax-exempt organization (other than a cooperative described in Section 521
          of the Code) that is exempt from federal income tax unless such organization
          is
          subject to tax under the unrelated business taxable income provisions of
          the
          Code, (g) any organization described in Section 1381(a)(2)(C) of the
          Code, or (h) any other entity identified as a disqualified organization by
          the REMIC Provisions. A corporation will not be treated as an instrumentality
          of
          the United States or any state or political subdivision thereof if all
          of its
          activities are subject to tax and, with the exception of the Federal Home
          Loan
          Mortgage Corporation, a majority of its board of directors is not selected
          by
          such governmental unit.

         

        “Disqualified
          Organization Affidavit”:
          An
          affidavit substantially in the form of Exhibit F-2.

         

        “Distribution
          Account”:
          An
          Eligible Account maintained by the Securities Administrator on behalf of
          the
          Trustee for the REMIC. Unless otherwise provided in the Trust Agreement,
          the
          Distribution Account shall be considered an asset of the REMIC.

         

        “Distribution
          Date”:
          Shall
          have the meaning set forth in the Trust Agreement.

         

        “Distribution
          Statement”:
          As
          defined in Section 4.01.

         


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        


        “Due
          Date”:
          The
          first day of a calendar month.

         

        “Due
          Period”:
          With
          respect to any Distribution Date, the period commencing on the second day
          of the
          calendar month preceding the calendar month in which such Distribution
          Date
          occurs and continuing through the first day of the month in which such
          Distribution Date occurs.

         

        “EDGAR”:
          The
          Commission’s Electronic Data Gathering and Retrieval System.

         

        “Eligible
          Account”:
          A trust
          account (i) maintained
          by a depository institution, the long-term unsecured debt obligations are
          rated
          by the Rating Agency in one of its two highest rating categories at the
          time of
          any deposit therein, (ii) maintained with the Securities Administrator or
          the Trustee and satisfies either clause (i) or (iii) hereof or (iii) an
          account otherwise acceptable to the Rating Agency. If the definition of
          Eligible
          Account is met, any Certificate Account may be maintained with the Trustee,
          the
          Securities Administrator or the Master Servicer or any of their respective
          Affiliates. 

         

        “ERISA”:
          The
          Employee Retirement Income Security Act of 1974, as amended.

         

        “Errors
          and Omissions Insurance Policy”:
          An
          errors and omissions insurance policy to be maintained by the Master Servicer
          pursuant to Section 8.02 or a Servicer pursuant to the related Servicing
          Agreement.

         

        “Event
          of Default”:
          With
          respect to each Servicer, a Servicer Event of Default and with respect
          to the
          Master Servicer, a Master Servicer Event of Default.

         

        “Exchange
          Act”:
          The
          Securities Exchange Act of 1934, as amended.

         

        “FHLMC”:
          The
          Federal Home Loan Mortgage Corporation, a corporate instrumentality of
          the
          United States created and existing under Title III of the Emergency Home
          Finance
          Act of 1970, as amended, or any successor thereto.

         

        “Fidelity
          Bond”:
          A
          fidelity bond to be maintained by the Master Servicer pursuant to Section
          8.02
          or a Servicer pursuant to the related Servicing Agreement.

         

        “Final
          Certification”:
          A
          certification as to the completeness of each Trustee Mortgage Loan File
          substantially in the form of Exhibit B
          hereto
          provided by the Custodian on or before the first anniversary of the Closing
          Date
          pursuant to Section 2.02 hereof.

         

        “Fiscal
          Year”:
          Unless
          otherwise provided in the Trust Agreement, the fiscal year of the Trust
          shall
          run from January 1 (or from the Closing Date, in the case of the first
          fiscal
          year) through the last day of December.

         

        “FNMA”:
          The
          Federal National Mortgage Association, a federally chartered and privately
          owned
          corporation organized and existing under the Federal National Mortgage
          Association Charter Act, or any successor thereto.

         

        “Form
          8-K Disclosure Information”:
          As
          defined in Section 3.02.

         


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        “Fraud
          Losses”:
          Losses
          on Mortgage Loans resulting from fraud, dishonesty or misrepresentation
          in the
          origination of such Mortgage Loans.

         

        “GSMC”:
          Goldman
          Sachs Mortgage Company, and its successors and assigns.

         

        “Holders”
          or
“Certificateholders”:
          The
          holders of the Certificates, as shown on the Certificate Register.

         

        “Independent”:
          When
          used with respect to any specified Person, another Person who (a) is in
          fact independent of the Depositor, the Initial Purchaser, the Trustee,
          the
          Securities Administrator, the Master Servicer, each Servicer or GSMC, any
          obligor upon the Certificates or any Affiliate of the Depositor, the Initial
          Purchaser, the Trustee, the Securities Administrator, the Master Servicer,
          each
          Servicer or GSMC or such obligor, (b) does not have any direct financial
          interest or any material indirect financial interest in the Depositor,
          the
          Initial Purchaser, the Trustee, the Securities Administrator, the Master
          Servicer, each Servicer or GSMC or in any such obligor or in an Affiliate
          of the
          Depositor, the Trustee, the Securities Administrator, the Master Servicer,
          each
          Servicer or GSMC or such obligor, and (c) is not connected with the
          Depositor, the Initial Purchaser, the Trustee, the Securities Administrator,
          the
          Master Servicer, each Servicer or GSMC or any such obligor as an officer,
          employee, promoter, underwriter, trustee, partner, director or person performing
          similar functions. Whenever it is provided herein that any Independent
          Person’s
          opinion or certificate shall be furnished to the Trustee or the Securities
          Administrator, such Person shall be appointed by the Depositor, the Initial
          Purchaser, the Trustee, the Securities Administrator, the Master Servicer,
          any
          applicable Servicer or GSMC in the exercise of reasonable care by such
          Person,
          as the case may be, and approved by the Securities Administrator, and such
          opinion or certificate shall state that the Person executing the same has
          read
          this definition and that such Person is independent within the meaning
          thereof.

         

        “Initial
          Certificate Balance”:
          With
          respect to any Certificate or Class of Certificates, the Certificate Balance
          of
          such Certificate or Class of Certificates as of the Closing Date.

         

        “Initial
          Purchaser”:
          Goldman, Sachs & Co.

         

        “Insurance
          Proceeds”:
          Proceeds
          of any federal insurance, title policy, hazard policy or other insurance
          policy
          covering a Mortgage Loan, if any, to the extent such proceeds are not to
          be
          applied to the restoration of the related Mortgaged Property or released
          to the
          Mortgagor in accordance with the procedures that the related Servicer would
          follow in servicing mortgage loans held for its own account.

         

        “Insurer”:
          Any
          issuer of an insurance policy relating to the Mortgage Loans or Certificates
          of
          a Series.

         

        “Interest”:
          The
          REMIC interests that are established by the Trust for purposes of the REMIC
          Provisions. The Interests shall be Regular Interests in, and assets of,
          the
          REMICs specified in the Trust Agreement.

         

        “Interest
          Rate Cap Counterparty”
          Shall
          have the meaning set forth in the Trust Agreement.

         


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


        "LIBOR":
          For any
          Interest Accrual Period (other than the initial Interest Accrual Period),
          the
          offered rate for one-month United States dollar deposits which appears
          on
          Telerate Page 3750, as reported by Bloomberg Financial Markets Commodities
          News
          (or such other page as may replace Telerate Page 3750 for the purpose of
          displaying comparable rates), as of 11:00 a.m. (London time) on the LIBOR
          Determination Date applicable to such Interest Accrual Period. If such
          rate does
          not appear on Telerate Page 3750 (or such other page as may replace Telerate
          Page 3750 for the purpose of displaying comparable rates), the rate for
          that day
          will be determined on the basis of the rates at which deposits in United
          States
          dollars are offered by the Reference Banks at approximately 11:00 a.m.,
          London
          time, on that day to leading banks in the London interbank market for a
          period
          of one month commencing on the first day of the relevant Interest Accrual
          Period. The Securities Administrator will request the principal London
          office of
          each of the Reference Banks to provide a quotation of its rate to the Securities
          Administrator. If at least two such quotations are provided, the rate for
          that
          day will be the arithmetic mean of the quotations. If fewer than two quotations
          are provided as requested, the rate for that day will be the arithmetic
          mean of
          the rates quoted by major banks in New York City, selected by the Securities
          Administrator, at approximately 11:00 a.m., New York City time, on that
          day for
          loans in United States dollars to leading European banks for a one-month
          period
          (commencing on the first day of the relevant Interest Accrual Period).
          If none
          of such major banks selected by the Securities Administrator quotes such
          rate to
          the Securities Administrator, LIBOR for such LIBOR Determination Date will
          be
          the rate in effect with respect to the immediately preceding LIBOR Determination
          Date.

         

        "LIBOR
          Determination Date":
          With
          respect to any Interest Accrual Period and any Floating Rate Certificate,
          the
          second London Business Day prior to the date on which such Interest Accrual
          Period commences. Absent manifest error, the Securities Administrator’s
          determination of LIBOR will be conclusive. 

         

        “Liquidated
          Mortgage Loan”:
          Any
          Mortgage Loan for which the applicable Servicer has determined (and reported
          to
          the Master Servicer) that it has received all amounts that it expects to
          recover
          from or on account of such Mortgage Loan, whether from Insurance Proceeds,
          Liquidation Proceeds or otherwise.

         

        “Liquidation
          Loss”:
          With
          respect to any Liquidated Mortgage Loan, the excess of (a) the sum of (i)
          the
          outstanding principal balance of such Mortgage Loan, (ii) all accrued and
          unpaid
          interest thereon, and (iii) the amount of all Advances and other expenses
          incurred with respect to such Mortgage Loan (including expenses of enforcement
          and foreclosure) over (b) Liquidation Proceeds realized from such Mortgage
          Loan.

         

        “Liquidation
          Proceeds”:
          Amounts,
          other than Insurance Proceeds and Condemnation Proceeds, received by the
          related
          Servicer in connection with the liquidation of a defaulted Mortgage Loan
          through
          trustee’s sale, foreclosure sale or otherwise, including amounts received
          following the disposition of an REO Property pursuant to the applicable
          Servicing Agreement less costs and expenses of such foreclosure
          sale.

         

        “Loan
          Level Report”:
          Shall
          mean the report prepared by the Master Servicer in substantially the form
          set
          forth in Schedule II hereto.

         


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        “Loan-to-Value
          Ratio”:
          For
          purposes of the REMIC Provisions, the ratio that results when the Unpaid
          Principal Balance of a Mortgage Loan is divided by the fair market value
          of the
          Mortgaged Premises (or, in the case of a Mortgage Loan that is secured
          by a
          leasehold interest, the fair market value of the leasehold interest and
          any
          improvements thereon). For purposes of determining that ratio, the fair
          market
          value of the Mortgaged Premises (or leasehold interest, as the case may
          be) must
          be reduced by (i) the full amount of any lien on the Mortgaged Premises (or
          leasehold interest, as the case may be) that is senior to the Mortgage
          Loan and
          (ii) a pro rata portion of any lien that is in parity with the Mortgage
          Loan.

         

        "London
          Business Day":
          A day on
          which commercial banks in London are open for business (including dealings
          in
          foreign exchange and foreign currency deposits).

         

        “Lost
          Document Affidavit”:
          An
          affidavit, in recordable form, in which the Seller of a Mortgage Loan
          represents, warrants and covenants that: (i) immediately prior to the
          transfer of such Mortgage Loan under the related Sale Agreement, such Seller
          was
          the lawful owner of the Mortgage Loan and the Seller has not canceled,
          altered,
          assigned or hypothecated the mortgage note or the related Mortgage,
          (ii) the missing document was not located after a thorough and diligent
          search by the Seller, (iii) in the event that the missing document ever
          comes into the Seller’s possession, custody or power, the Seller covenants
          immediately and without further consideration to surrender such document
          to the
          Securities Administrator, and (iv) that it shall indemnify and hold
          harmless the Trust, its successors, and assigns, against any loss, liability,
          or
          damage, including reasonable attorney’s fees, resulting from the unavailability
          of any originals of any such documents or of a complete chain of intervening
          endorsements, as the case may be.

         

        “Master
          Servicer”:
          Shall
          have the meaning set forth in the recitals hereto.

         

        “Master
          Servicer Account”:
          An
          Eligible Account established by the Master Servicer pursuant to
          Section 3.01 hereof.

         

        “Master
          Servicer Event of Default”:
          Those
          events of default described in Section 8.04 hereof.

         

        “Master
          Servicer Fee Rate”:
          Not
          applicable.

         

        “Master
          Servicer Remittance Date”:
          With
          respect to each Distribution Date, shall be a date which occurs two Business
          Days prior to such Distribution Date, unless the Securities Administrator
          and
          Master Servicer are the same person, and then the Distribution
          Date.

         

        “Master
          Servicing Fee”:
          Shall
          have the meaning set forth in the Trust Agreement.

         

        “Modification
          Loss”:
          A
          decrease in the total payments due from a Borrower as a result of a modification
          of such Mortgage Loans following a default or reasonably expected default
          thereon. If a Modification Loss results in a decrease in the Note Rate
          of a
          Mortgage Loan, such Modification Loss shall be treated as occurring on
          each Due
          Date to the extent of such decrease.

         

        “Month
          End Interest Shortfall”:
          For any
          Distribution Date, the aggregate Prepayment Interest Shortfall Amount for
          the
          Mortgage Loans, to the extent not paid out of the Servicer’s Servicing Fee
          pursuant to the applicable Servicing Agreement.

         


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        


        “Monthly
          Advance”:
          The
          aggregate amount of the (i) advances made by a Servicer on any Servicer
          Remittance Date in respect of delinquent Monthly Payments pursuant to the
          applicable Servicing Agreement and (ii) any advances made by the Master
          Servicer (or the Trustee, as successor Master Servicer, pursuant to Section
          3.05
          in the event the Master Servicer fails to make such advances as required)
          in
          respect of any such delinquent Monthly Payment pursuant to
          Section 3.05.

         

        “Monthly
          Payment”:
          With
          respect to any Mortgage Loan, the scheduled monthly payment of principal
          thereof
          and interest thereon due in any month under the terms thereof.

         

        “Mortgage
          Loan”:
          The
          mortgage loans sold by the Depositor to the Trust as listed on the Mortgage
          Loan
          Schedule to the Trust Agreement. Unless the context indicates otherwise
          the term
“Mortgage Loan” includes any REO Property held by the Trust.

         

        “Mortgage
          Loan Schedule”:
          The
          list of Mortgage Loans sold by the Depositor to the Trust, which Schedule
          is
          attached to the Trust Agreement and to the applicable Custody Agreement,
          and
          which shall set forth for each Mortgage Loan the following
          information:

         

        (a)
          the
          Originator’s loan number;

         

        (b)
          the
          Borrower’s name;

         

        (c)
          the
          original principal balance;

         

        (d)
          the
          Scheduled Principal Balance as of the close of business on the Cut off
          Date;

         

        (e)
          the
          maturity date of the mortgage loan; and

         

        (f)
          the
          mortgage loan interest rate;

         

        together
          with such additional information as may be reasonably requested by the
          Securities Administrator or the Master Servicer.

         

        “Mortgaged
          Premises”:
          The
          real property securing repayment of the debt evidenced by a Note.

         

        “Mortgagor”:
          Borrower.

         

        “Net
          Rate”:
          Unless
          otherwise provided in the Trust Agreement, with respect to each Mortgage
          Loan,
          the Note Rate of that Mortgage Loan less the Administrative Cost Rate applicable
          thereto.

         

        “Non-U.S.
          Person”:
          A
          foreign person within the meaning of Treasury Regulation
          Section 1.860G-3(a)(1) (i.e.,
          a
          person other than (i) a citizen or resident of the United States,
          (ii) a corporation or partnership that is organized under the laws of the
          United States or any jurisdiction thereof or therein, (iii) an estate that
          is subject to United States federal income tax regardless of the source
          of its
          income or (iv) a trust if a court within the United States is able to
          exercise primary supervision over the administration of such trust and
          one or
          more United States Persons have the authority to control all substantial
          decisions of the trust) who would be subject to United States income tax
          withholding pursuant to Section 1441 or 1442 of the Code on income derived
          from the Residual Certificates.

         


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        


        “Non-U.S.
          Person Affidavit”:
          An
          affidavit substantially in the form of Exhibit G-1
          hereto.

         

        “Note”:
          A
          manually executed written instrument evidencing the Borrower’s promise to repay
          a stated sum of money, plus
          interest, to the holder of the Note by a specific date according to a schedule
          of principal and interest payments.

         

        “Note
          Rate”:
          The
          rate of interest borne by each Note according to its terms.

         

        “Opinion
          of Counsel”:
          A
          written opinion of counsel, who may be counsel for the Depositor or a Servicer,
          acceptable to the Trustee, the Securities Administrator, the Master Servicer
          and
          the Servicer, as applicable. An Opinion of Counsel relating to tax matters
          must
          be an opinion of Independent counsel.

         

        “Originator”:
          Any
          other originator contemplated by Item 1110 (§ 229.1110) of Regulation
          AB.

         

        “Paying
          Agent”:
          The
          paying agent appointed pursuant to Section 5.08 hereof.

         

        “Payoff”:
          Any
          payment or other recovery of principal on a Mortgage Loan equal to the
          Unpaid
          Principal Balance of such Mortgage Loan, received in advance of the last
          scheduled Due Date, including any prepayment penalty or premium thereon,
          which
          is accompanied by an amount of interest representing scheduled interest
          from the
          Due Date interest was last paid by the Mortgagor to the date of such
          prepayment.

         

        “PCAOB”:
          The
          Public Company Accounting Oversight Board.

         

        “Percentage
          Interest”:
          With
          respect to any Certificate to which principal is assigned as of the Closing
          Date, the portion of the Class evidenced by such Certificate, expressed
          as a
          percentage, the numerator of which is the initial Certificate Balance of
          such
          Certificate and the denominator of which is the aggregate Certificate Balance
          of
          all of the Certificates of such Class as of the Closing Date. With respect
          to
          any Certificate to which a principal balance is not assigned as of the
          Closing
          Date, the portion of the Class evidenced by such Certificate, expressed
          as a
          percentage, as stated on the face of such Certificate.

         

        “Permitted
          Investments”:
          Permitted Investments shall consist of the following:

         

        (i)
          direct obligations of, or obligations fully guaranteed as to principal
          and
          interest by, the United States or any agency or instrumentality thereof,
          provided
          such
          obligations are backed by the full faith and credit of the United
          States;

         

        (ii)
          repurchase obligations (the collateral for which is held by a third party,
          the
          Trustee or the Securities Administrator, or any of their respective affiliates)
          with respect to any security described in clause (i) above, provided
          that the
          long-term or short-term unsecured debt obligations of the party agreeing
          to
          repurchase such obligations are at the time rated by each Rating Agency
          in its
          highest long-term unsecured debt rating categories;

         


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        


        (iii)
          certificates of deposit, time deposits and bankers’ acceptances of any bank or
          trust company (including the Trustee or the Securities Administrator or
          an
          affiliate of either) incorporated under the laws of the United States or
          any
          state, provided
          that the
          long-term unsecured debt obligations of such bank or trust company at the
          date
          of acquisition thereof have been rated by each Rating Agency in one of
          its two
          highest long-term unsecured debt rating categories;

         

        (iv)
          commercial paper (having original maturities of not more than 270 days)
          of any
          corporation (including an affiliate of the Trustee or the Securities
          Administrator) incorporated under the laws of the United States or any
          state
          thereof which on the date of acquisition has been rated by each Rating
          Agency in
          its highest short-term unsecured debt rating available (i.e.,
“P-1”
          by Moody’s Investors Service, Inc., “A-1+” by Standard & Poor’s Ratings
          Services and “F1+” by Fitch, if rated by such rating agency);

         

        (v)
          money
          market funds administered by the Trustee or the Securities Administrator
          or any
          of their respective affiliates provided that such money market funds are
          rated
          by each Rating Agency (i) in its highest short-term unsecured debt rating
          category available (i.e., “P-1” by Moody’s Investors Service, Inc. “A-1+” by
          Standard & Poor’s Ratings Services and “F-1+” by Fitch, Inc.) or
          (ii) in one of its two highest long-term unsecured debt rating categories;
          and

         

        (vi)
          any
          other demand, money market or time deposit or obligation, or interest-bearing
          or
          other security or investment as would not affect the then current rating
          of the
          Certificates by any Rating Agency (which shall include money market funds
          rated
          in the highest long-term rating category with portfolios consisting solely
          of
          obligations in clauses (i) through (iv) above);

         

        provided,
          however,
          that no
          investment described above shall constitute a Permitted Investment (A) if
          such investment evidences either the right to receive (i) only interest
          with respect to the obligations underlying such instrument or (ii) both
          principal and interest payments derived from obligations underlying such
          instrument if the interest and principal payments with respect to such
          instrument provide a yield to maturity at par greater than 120% of the
          yield to
          maturity at par of the underlying obligations or (B) if such investment is
          not a “permitted investment” for purposes of the REMIC Provisions; and
provided
          further,
          that no
          investment described above shall constitute a Permitted Investment unless
          such
          investment matures no later than the Business Day immediately preceding
          the
          Distribution Date or the Master Servicer Remittance Date, as applicable,
          on
          which the funds invested therein are required to be distributed (or, in
          the case
          of an investment that is an obligation of the institution in which the
          account
          is maintained, no later than such Distribution Date). Neither the Securities
          Administrator nor the Master Servicer shall sell or permit the sale of
          any
          Permitted Investment unless they shall have determined that such a sale
          would
          not result in a prohibited transaction in which a gain would be realized
          under
          the REMIC Provisions.

         


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        


        “Person”:
          Any
          individual, corporation, partnership, limited liability company, joint
          venture,
          association, joint stock company, trust (including any beneficiary thereof),
          unincorporated organization or government or any agency or political subdivision
          thereof.

         

        “Plan”:
          Any
          employee benefit plan or retirement arrangement, including individual retirement
          accounts, educational savings accounts and annuities, Keogh plans and collective
          investment funds in which such plans, accounts, annuities or arrangements
          are
          invested, that are described in or subject to the Plan Asset Regulations,
          ERISA
          or corresponding provisions of the Code.

         

        “Plan
          Asset Regulations”:
          The
          Department of Labor regulations set forth in 29 C.F.R. § 2510.3-101, as amended
          from time to time.

         

        “Plan
          Investor”:
          Any
          Plan, any Person acting on behalf of a Plan or any Person using the assets
          of a
          Plan.

         

        “Prepayment
          Period”:
          With
          respect to each Distribution Date and each Mortgage Loan (except with respect
          to
          Mortgage Loans serviced by Wells Fargo), the calendar month preceding the
          month
          in which such Distribution Date occurs. With respect to each Distribution
          Date
          and each Mortgage Loan serviced by Wells Fargo, the period commencing on
          the
          16th day of the month preceding the month in which such Distribution Date
          occurs
          (or in the case of the first Distribution Date, commencing on the Cut-Off
          Date)
          and ending on the 15th day of the month in which such Distribution Date
          occurs.

         

        “Prepayment
          Interest Shortfall”:
          With
          respect to any Distribution Date and any Principal Prepayment Amount, the
          difference between (i) one full month’s interest at the applicable Note Rate
          (after giving effect to any applicable Relief Act Reduction), as reduced
          by the
          applicable Servicing Fee Rate, on the outstanding principal balance of
          such
          Mortgage Loan immediately prior to such prepayment and (ii) the amount
          of
          interest actually received with respect to such Mortgage Loan in connection
          with
          such Principal Prepayment Amount.

         

        “Prime
          Rate”:
          With
          respect to any Distribution Date, the rate published as the “Prime Rate” in the
“Money Rates” section or other comparable section of The
          Wall Street Journal
          on such
          date. In the event The
          Wall Street Journal
          publishes a prime rate range, the average of that range, as determined
          by the
          Securities Administrator, shall be the Prime Rate. In the event The
          Wall Street Journal
          no
          longer publishes a “Prime Rate” entry, the Securities Administrator shall
          designate a new methodology for determining the Prime Rate based on comparable
          data.

         

        “Principal
          Prepayment Amount”:
          As
          defined in the Trust Agreement.

         

        “Private
          Residual Certificate”:
          Any
          Class of Certificates designated as such in the Trust Agreement.

         

        “Private
          Certificate”:
          Any
          Class of Certificates designated as such in the Trust Agreement.

         


        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        


        “Purchase
          Price”:
          With
          respect to a Mortgage Loan purchased from the Trust, an amount equal to
          the
          Scheduled Principal Balance of the Mortgage Loan, plus
          accrued
          and unpaid interest thereon at the Note Rate to the last day of the month
          in
          which the purchase occurs, plus
          the
          amount of any costs and damages incurred by the Trust as a result of any
          violation of any applicable federal, state, or local predatory or abusive
          lending law arising from or in connection with the origination of such
          Mortgage
          Loan, and less
          any
          amounts received in respect of such Mortgage Loan and being held in the
          Collection Account.

         

        “Purchaser”:
          The
          Person that purchases a Mortgage Loan from the Trust pursuant to
          Section 2.03 hereof.

         

        “QIB
          Certificate”:
          As
          defined in Section 5.5(a), a Rule 144A Agreement or a certificate
          substantially to the same effect.

         

        “Qualification
          Defect”:
          With
          respect to a Mortgage Loan, (a) a defective document in the Trustee
          Mortgage Loan File, (b) the absence of a document in the Trustee Mortgage
          Loan File, or (c) the breach of any representation, warranty or covenant
          with respect to the Mortgage Loan made by the applicable Seller or Servicer
          or
          the Depositor but only if the affected Mortgage Loan would cease to qualify
          as a
“qualified mortgage” for purposes of the REMIC Provisions. With respect to a
          REMIC Regular Interest or a mortgage certificate described in
          Section 860G(a)(3) of the Code, the failure to qualify as a “qualified
          mortgage” for purposes of the REMIC Provisions.

         

        “Qualified
          Institutional Buyer”:
          Any
“qualified institutional buyer” as defined in clause (a)(1) of Rule
          144A.

         

        “Rating
          Agency”:
          Any
          nationally recognized statistical rating agency, or its successor, that
          on the
          Closing Date rated one or more Classes of the Certificates at the request
          of the
          Depositor and identified in the Trust Agreement. If such agency or a successor
          is no longer in existence, the “Rating Agency” shall be such nationally
          recognized statistical rating agency, or other comparable Person, designated
          by
          the Depositor, notice of which designation shall be given to the Securities
          Administrator. References herein to any long-term rating category of a
          Rating
          Agency shall mean such rating category without regard to any plus or minus
          or
          numerical designation.

         

        “Realized
          Loss”:
          A
          Liquidation Loss, a Modification Loss or a Bankruptcy Loss, in each case,
          to the
          extent not covered by Insurance Proceeds.

         

        “Record
          Date”:
          Shall
          have the meaning set forth in the Trust Agreement.

         

        “Regular
          Interest”:
          An
          interest in a REMIC that is designated in the Trust Agreement as a “regular
          interest” under the REMIC Provisions.

         

        “Regular
          Certificate”:
          Any
          Certificate other than a Residual Certificate or a Class X Certificate
          and that
          represents a Regular Interest in a REMIC or a combination of Regular Interests
          in a REMIC.

         


        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        


        "Reference
          Banks":
          Four
          major banks in the London interbank market selected by the Securities
          Administrator.

         

        “Regulation
          AB”:
          Subpart
          229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
          to
          such clarification and interpretation as have been provided by the Commission
          in
          the adopting release (Asset-Backed Securities, Securities Act Release No.
          33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
          Commission, or as may be provided by the Commission or its staff from time
          to
          time.

         

        “Regulation
          S”:
          Regulation S promulgated under the Securities Act or any successor provision
          thereto, in each case as the same may be amended from time to time; and
          all
          references to any rule, section or subsection of, or definition or term
          contained in, Regulation S means such rule, section, subsection, definition
          or
          term, as the case may be, or any successor thereto, in each case as the
          same may
          be amended from time to time.

         

        “Regulation
          S Global Security”:
          The
          meaning specified in Section 5.05(b).

         

        “Relevant
          Servicing Criteria”:
          The
          Servicing Criteria applicable to each party, as set forth on Exhibit
          J
          attached
          hereto. Multiple parties can have responsibility for the same Relevant
          Servicing
          Criteria. With respect to a Servicing Function Participant engaged by the
          Master
          Servicer, the Securities Administrator or each Servicer, the term “Relevant
          Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria
          applicable to such parties.

         

        “REMIC”:
          With
          respect to each Trust, each real estate mortgage investment conduit, within
          the
          meaning of the REMIC Provisions, for such Trust.

         

        “REMIC
          Provisions”:
          Provisions of the Code relating to real estate mortgage investment conduits,
          which appear at Sections 860A through 860G of the Code, related Code
          provisions, and regulations, announcements and rulings thereunder, as the
          foregoing may be in effect from time to time.

         

        “Remittance
          Report”:
          The
          report (either a data file or hard copy) that is prepared by each Servicer
          for
          the Master Servicer which contains the information specified in Schedule
          III
          hereto.

         

        “REO
          Disposition”:
          The
          receipt by the applicable Servicer of Insurance Proceeds and other payments
          and
          recoveries (including Liquidation Proceeds) which the Servicer recovers
          from the
          sale or other disposition of an REO Property.

         

        “REO
          Property”:
          Mortgaged Premises acquired by the Trust in foreclosure or similar
          actions.

         

        “Reportable
          Event”:
          As
          defined in Section 3.02.

         

        “Reporting
          Servicer”:
          As
          defined in Section 3.02.

         


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        


        “Request
          for Release”:
          A
          request signed by an Officer of any Servicer, requesting that the Trustee
          (or
          applicable Custodian) release the Trustee Mortgage Loan File to such Servicer
          for the purpose set forth in such release, in accordance with the terms
          of the
          Servicing Agreement and these Standard Terms.

         

        “Reserve
          Fund”:
          Unless
          otherwise provided in the Trust Agreement, any fund in the Trust Estate
          other
          than (a) the Certificate Account, Distribution Account, the Master Servicer
          Account and Termination Account and (b) any other fund that is expressly
          excluded from a REMIC.

         

        “Residual
          Certificate”:
          The
          Class RC and Class R Certificates designated as such in the Trust
          Agreement.

         

        “Residual
          Interest”:
          An
          interest in a REMIC that is designated as a “residual interest” under the REMIC
          Provisions.

         

        “Residual
          Transferee Agreement”:
          An
          agreement substantially in the form of Exhibit F
          hereto.

         

        “Responsible
          Officer”:
          When
          used with respect to the Trustee or the Securities Administrator, any senior
          vice president, any vice president, any assistant vice president, any assistant
          treasurer, any trust officer, any assistant secretary in the Corporate
          Trust
          Office of the Trustee or the Securities Administrator, as the case may
          be, or
          any other officer of the Trustee or the Securities Administrator customarily
          performing functions similar to those performed by the persons who at the
          time
          shall be such officers and having direct responsibility for the administration
          of this Agreement, and also to whom with respect to a particular corporate
          trust
          matter such matter is referred because of such officer’s knowledge of and
          familiarity with the particular subject; provided,
          however,
          when
          used with respect to the Master Servicer, any senior vice president, any
          assistant vice president, any trust officer, or any other officer of the
          Master
          Servicer customarily performing functions similar to those performed by
          any such
          named officer and having direct responsibility for the master servicing
          of the
          Mortgage Loans under this Trust Agreement. With respect to any other Person,
          the
          chairman of the board, the president, a vice president (however designated),
          the
          treasurer or controller.

         

        “Rule
          144A”:
          Rule
          144A promulgated by the Commission under the Securities Act, as the same
          may be
          amended from time to time.

         

        “Rule
          144A Agreement”:
          An
          agreement substantially in the form of Exhibit C
          hereto.

         

        “Rule
          144A Certificates”:
          Any
          Class of Certificates designated as such in the Trust Agreement.

         

        “Sale
          Agreement”:
          The
          Sale and Servicing Agreement or Sale and Servicing Agreements, as defined
          in the
          Trust Agreement. 

         

        “Sarbanes-Oxley
          Act”:
          The
          Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
          promulgated thereunder (including any interpretations thereof by the
          Commission’s staff).

         


        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        


        “Sarbanes-Oxley
          Certification”:
          A
          written certification covering the activities of all Servicing Function
          Participants that complies with (i) the Sarbanes-Oxley Act, as amended
          from time
          to time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect
          from
          time to time; provided
          that
          if,
          after the Closing Date (a) the Sarbanes-Oxley Act is amended, (b) the Rules
          referred to in clause (ii) are modified or superseded by any subsequent
          statement, rule or regulation of the Commission or any statement of a division
          thereof, or (c) any future releases, rules and regulations are published
          by the
          Commission from time to time pursuant to the Sarbanes-Oxley Act, which
          in any
          such case affects the form or substance of the required certification and
          results in the required certification being, in the reasonable judgment
          of the
          Master Servicer, materially more onerous than the form of the required
          certification as of the Closing Date, the Sarbanes-Oxley Certification
          shall be
          as agreed to by the Master Servicer and the Depositor following a negotiation
          in
          good faith to determine how to comply with any such new
          requirements.

         

        “Scheduled
          Principal Balance”:
          For any
          Mortgage Loan as of any Due Date subsequent to the Cut-off Date up to and
          including the date on which such Mortgage Loan is finally liquidated or
          repurchased from the Trustee, the scheduled principal balance thereof as
          of the
          Cut-off Date, increased by the amount of negative amortization, if any,
          with
          respect thereto, and reduced by (i) the principal portion of all Monthly
          Payments due on or before such Due Date, whether or not paid by the Borrower
          or
          advanced by a Servicer, the Master Servicer, the Securities
          Administrator or
          an
          Insurer, net of any portion thereof that represents principal due on a
          Due Date
          occurring on or before the date on which such proceeds were received,
          (ii) the principal portion of all Prepayments, including Liquidation
          Proceeds, Condemnation Proceeds and Insurance Proceeds, and Payoffs received
          on
          or before the last day of the Prepayment Period preceding such date of
          determination, and (iii) without duplication, the amount of any Realized
          Loss that has occurred with respect to such Mortgage Loan.

         

        “Securities
          Account”:
          As set
          forth in the Trust Agreement.

         

        “Securities
          Act”:
          The
          Securities Act of 1933, as amended.

         

        “Securities
          Administrator”:
          As set
          forth in the Trust Agreement.

         

        “Securities
          Intermediary”:
          As set
          forth in the Trust Agreement.

         

        “Seller”:
          The
          Loan Seller or Loan Sellers identified in the Trust Agreement.

         

        “Senior
          Collateral Group Percentage”:
          The
          percentage, if any, calculated as set forth in the Trust Agreement.

         

        “Senior
          Prepayment Percentage”:
          The
          percentage, if any, calculated as set forth in the Trust Agreement.

         

        “Series”:
          A group
          of Certificates issued by a separate Trust.

         

        “Servicemembers
          Shortfall”:
          Interest losses on a Mortgage Loan resulting from application of the
          Servicemembers’ Civil Relief Act, as amended.

         


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        


        “Servicer”:
          The
          Servicer or Servicers identified in the Servicing Agreement or
          Agreements.

         

        “Service(s)(ing)”
With
          respect to Regulation AB, the act of servicing and administering the Mortgage
          Loans or any other assets of the Trust by an entity that meets the definition
          of
“servicer” set forth in Item 1101 of Regulation AB and is subject to the
          disclosure requirements set forth in 1108 of Regulation AB. Any uncapitalized
          occurrence of this term shall have the meaning commonly understood by
          participants in the residential mortgage-backed securitization
          market.

         

        “Servicer
          Compensation”:
          The
          Servicing Fee and any additional compensation as specified in the Servicing
          Agreement or Agreements.

         

        “Servicer
          Event of Default”:
          With
          respect to each Servicer, shall have the meaning set forth in the applicable
          Servicing Agreement.

         

        “Servicer
          Mortgage Loan File”:
          With
          respect to each Mortgage Loan, the related Mortgage File, as that term
          is
          defined in the related Servicing Agreement.

         

        “Servicer
          Remittance Date”:
          Shall
          mean the 18th
          day of
          each month or, if such day is not a Business Day, the immediately preceding
          Business Day, or such other day as set forth in the related Sale and Servicing
          Agreement.

         

        “Servicing
          Advance”:
          Amounts
          advanced by the applicable Servicer as necessary to preserve the Trust’s
          interest in the Mortgaged Premises or the Mortgage Loans.

         

        “Servicing
          Agreement”:
          The
          Sale and Servicing Agreement or Sale and Servicing Agreements, as defined
          in the
          Trust Agreement. 

         

        “Servicing
          Criteria”:
          The
          criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
          may
          be amended from time to time.

         

        “Servicing
          Fee”:
          Unless
          otherwise provided in the Trust Agreement, in any month, an amount equal
          to
          one-twelfth of the Servicing Fee Rate multiplied by the aggregate Scheduled
          Principal Balance of the Mortgage Loans as of the Due Date preceding a
          Distribution Date without taking into account any payment of principal
          due or
          made on such Due Date.

         

        “Servicing
          Fee Rate”:
          The
          rate or rates specified as such in the applicable Servicing
          Agreement.

         

        “Servicing
          Function Participant”:
          Any
          Subservicer, Subcontractor or any other Person, other than each Servicer,
          the
          Master Servicer and the Securities Administrator, that is participating
          in the
“servicing function” within the meaning of Regulation AB, unless such Person’s
          activities relate only to 5% or less of the Mortgage Loans. 

         

        “Shortfall”:
          Month
          End Interest Shortfall and Servicemembers’ Shortfall.

         


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        


        “Special
          Tax Consent”:
          The
          written consent of the Holder of a Residual Certificate to any tax (or
          risk
          thereof) arising out of a proposed transaction or activity that may be
          imposed
          upon such Holder or that may affect adversely the value of such Holder’s
          Residual Certificate.

         

        “Special
          Tax Opinion”:
          An
          Opinion of Counsel that a proposed transaction or activity will not
          (a) affect adversely the status of any REMIC as a REMIC or of the Regular
          Interests as the “regular interests” therein under the REMIC Provisions,
          (b) affect the payment of interest or principal on the Regular Interests,
          or (c) result in the encumbrance of the Mortgage Loans by a tax
          lien.

         

        “Standard
          Terms”:
          These
          Standard Terms, as amended or supplemented, incorporated by reference in
          a Trust
          Agreement.

         

        “Subcontractor”:
          Any
          vendor, subcontractor or other Person that is not responsible for the overall
          servicing (as “servicing” is commonly understood by participants in the
          mortgage-backed securities market) of Mortgage Loans but performs one or
          more
          discrete functions identified in Item 1122(d) of Regulation AB with respect
          to
          Mortgage Loans under the direction or authority of a Servicer or related
          Subservicer.

         

        “Subservicer”:
          Any
          Person that services Mortgage Loans on behalf of a Servicer or any Subservicer
          and is responsible for the performance (whether directly or through Subservicers
          or Subcontractors) of a substantial portion of the material servicing functions
          require to be performed by a Servicer under the applicable Servicing Agreement
          that are identified in Item 1122(d) of Regulation AB.

         

        “Supplemental
          Trust Agreement”:
          Any
          Supplemental Trust Agreement by and between the Trustee, the Master Servicer
          and
          the Securities Administrator.

         

        “Tax
          Matters Person”:
          The
          Securities Administrator which will act as tax matters person (within the
          meaning of the REMIC Provisions) of a REMIC.

         

        “Terminating
          Purchase”:
          The
          purchase of all Mortgage Loans and each REO Property owned by a Trust pursuant
          to Section 10.02 hereof.

         

        “Termination
          Account”:
          An
          escrow account maintained by the Securities Administrator into which any
          Trust
          funds not distributed on the Distribution Date on which the earlier of
          (a) a Terminating Purchase or (b) the final payment or other
          Liquidation of the last Mortgage Loan remaining in the Trust or the disposition
          of the last REO Property remaining in the Trust is made are deposited.
          The
          Termination Account shall be an Eligible Account.

         

        “Termination
          Price”:
          An
          amount equal to the greater of (a) the sum of (i) 100% of the aggregate
          outstanding principal balance of each Mortgage Loan (other than Liquidated
          Mortgage Loans) remaining in the Trust on the day of such purchase, plus
          accrued
          interest thereon at the Note Rate and the amount of any outstanding Servicing
          Advances on such Mortgage Loans to the Due Date in the month in which the
          Termination Price is distributed to Certificateholders, less Bankruptcy
          Losses
          that would otherwise have been allocated to the Certificates and (ii) the
          lesser
          of (A) the Scheduled Principal Balance of the Mortgage Loan for each REO
          Property or other property remaining in the Trust, plus accrued interest
          thereon
          at the Note Rate (less the related Servicing Fee Rate) to the Due Date
          in the
          month in which the Termination Price is distributed to Certificateholders,
          and
          (B) the sum of the aggregate fair market value of any such REO Property
          and all
          other property of the Trust, and (b) the aggregate fair market value of
          all of
          the Mortgage Loans remaining in the Trust on the date of such purchase,
          plus all
          REO Property and any other property remaining in the Trust on the date
          of such
          purchase. The respective amounts under clause (a)(ii)(B) and clause (b)
          above
          shall be determined by the Securities Administrator in consultation with
          the
          Initial Purchaser (or, if the Initial Purchaser is unwilling or unable
          to serve
          in that capacity, a financial advisor selected by the Securities Administrator
          in a commercially reasonable manner, whose fees will be an expense of the
          Depositor (or other party causing the Termination Purchase)), based upon
          the
          mean of bids from at least three recognized broker/dealers that deal in
          similar
          assets) as of the close of business on the third Business Day preceding
          the date
          upon which notice of any such termination is furnished to Certificateholders
          pursuant to Section 9.03; provided,
          however,
          that in
          determining such aggregate fair market value, the Securities Administrator
          shall
          be entitled to conclusively rely on such bids or the opinion of a nationally
          recognized investment banker (the fees of which shall be an expense of
          the
          Trust). The fair market value of the REO Property and other property of
          the
          Trust shall be based upon the inclusion of (i) accrued interest to the
          last day
          of the month in which the Termination Price is distributed to the
          Certificateholders, at the applicable Note Rate (less the related Servicing
          Fee
          Rate) on the Scheduled Principal Balance of each Mortgage Loan related
          to an REO
          Property and (ii) the amount of any costs and damages incurred by the Trust
          as a
          result of any violation of any applicable federal, state, or local predatory
          or
          abusive lending law arising from or in connection with the origination
          of any
          Mortgage Loans remaining in the Trust.

         


        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        


        “Transferee
          Agreement”:
          An
          agreement substantially in the form of Exhibit D
          hereto.

         

        “Trust”:
          The
          trust formed pursuant to the Trust Agreement.

         

        “Trust
          Agreement” or
          this“Agreement”:
          The
          Master Servicing and Trust Agreement, dated as of February 1, 2007, among
          the
          Depositor, the Custodians, the Master Servicer, the Securities Administrator
          and
          the Trustee relating to the issuance of Certificates, and into which these
          Standard Terms are incorporated by reference.

         

        “Trust
          Estate”:
          The
          segregated pool of assets sold and assigned to the Trustee for the benefit
          of
          the Certificateholders by the Depositor pursuant to the conveyance
          clause of the Trust Agreement.

         

        “Trust
          Receipt”:
          A
          certification as to the completeness of each Trustee Mortgage Loan File
          substantially in the form of Exhibit A
          hereto
          provided by the Custodian pursuant to Section 2.02 hereof.

         

        “Trustee”:
          The
          bank or trust company identified as the Trustee in the Trust Agreement,
          and its
          successors and assigns.

         

        “Trustee
          Advance”:
          Not
          applicable.

         

        “Trustee
          Fee”:
          Not
          applicable.

         


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        


        “Trustee
          Fee Rate”:
          Not
          applicable.

         

        “Trustee
          Mortgage Loan File”:
          With
          respect to each Mortgage Loan, unless otherwise provided in the Trust Agreement,
          collectively, the following documents, together with any other Mortgage
          Loan
          documents held by the Trustee or the related Custodian with respect to
          such
          Mortgage Loan:

         

        (a)
          The
          original executed mortgage note endorsed, “Pay to the order of ________________
          or in the name of the Trustee, U.S. Bank National Association, as trustee
          under
          a Master Servicing and Trust Agreement, dated as of February 1, 2007, without
          recourse”, and signed in the name of the Seller (or an affiliate of such Seller,
          if applicable) by an officer of such Seller (or an affiliate of such Seller,
          if
          applicable), or a Lost Document Affidavit with a copy of the original mortgage
          note attached; provided that unless otherwise provided in the related Sale
          and
          Servicing Agreement or if the mortgage note has been left blank, the words
“U.S.
          Bank National Association, as trustee under a Master Servicing and Trust
          Agreement, dated as of February 1, 2007 shall be inserted into the blank;
          and
          provided that the mortgage note shall include all intervening original
          endorsements showing a complete chain of title from the originator to such
          Seller (or an affiliate of such Seller, if applicable);

         

        (b)
          The
          original executed Mortgage, or a certified copy thereof, in either case
          with
          evidence of recording noted thereon;

         

        (c)
          Except for Mortgage Loans registered on MERS, the original assignment of
          each
          Mortgage from the related Seller (or its affiliate, if applicable) delivered
          in
          blank in recordable form;

         

        (d)
          The
          original or copy of a policy of title insurance, a certificate of title,
          or
          attorney’s opinion of title (accompanied by an abstract of title), as the case
          may be, with respect to each Mortgage Loan;

         

        (e)
          Except for Mortgage Loans originated through MERS, originals of any intervening
          assignments of the mortgage necessary to show a complete chain of title
          from the
          original mortgagee to the Seller, or certified copies thereof, in either
          case
          with evidence of recording noted thereon; provided, that such intervening
          assignments may be in the form of blanket assignments, a copy of which,
          with
          evidence of recording noted thereon, shall be acceptable;

         

        (f)
          Originals of all modification agreements, or certified copies thereof,
          in either
          case with evidence of recording noted thereon if recordation is required
          to
          maintain the lien of the mortgage or is otherwise required, or, if recordation
          is not so required, an original or copy of any such modification
          agreement;

         


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        


        (g)
          To
          the extent applicable, an original power of attorney, or a certified copy
          thereof, in either case with evidence of recordation thereon if necessary
          to
          maintain the lien on the Mortgage or if the document to which such power
          of
          attorney relates is required to be recorded, or, if recordation is not
          so
          required, an original or copy of such power of attorney; and

         

        (h)
          An
          original or copy of any surety agreement or guaranty agreement.

         

        Notwithstanding
          the foregoing, with respect to any power of attorney, mortgage, assignment,
          intervening assignment, assumption agreement, modification agreement or
          deed of
          sale for which a certified copy is delivered in accordance with the foregoing,
          the copy must be certified as true and complete by the appropriate public
          recording office, or, if the original has been submitted for recording
          but has
          not yet been returned from the applicable recording office, an officer
          of the
          Seller (or a predecessor owner, a title company, closing/settlement/escrow
          agent
          or company or closing attorney) must certify the copy as a true copy of
          the
          original submitted for recordation. Copies of blanket intervening assignments,
          however, need not be certified.

         

        “UCC”:
          The
          Uniform Commercial Code as in effect in the jurisdiction that governs the
          interpretation of the substantive provisions of the Trust Agreement, as
          such
          Uniform Commercial Code may be amended from time to time.

         

        “Underlying
          MBS”:
          As set
          forth in the Trust Agreement.

         

        “Unpaid
          Principal Balance”:
          With
          respect to any Mortgage Loan, the outstanding principal balance payable
          by the
          related Borrower under the terms of the Note.

         

        “U.S.
          Bank”:
          U.S.
          Bank National Association and its successors.

         

        “U.S.
          Person”:
          A
          Person other than a Non-U.S. Person.

         

        “Voting
          Rights”:
          The
          portion of the voting rights of all of the Certificates which is allocated
          to
          any Certificate. Unless otherwise provided in the Trust Agreement, (a) if
          any Class of Certificates does not have a Certificate Balance or has an
          initial
          Certificate Balance that is less than or equal to 1% of the aggregate
          Certificate Balance of all of the Certificates, then 1% of Voting Rights
          shall
          be allocated to each Class of such Certificates having no Certificate Balance
          or
          a Certificate Balance equal to or less than 1% of the aggregate Certificate
          Balance of all Certificates; provided,
          however,
          that
          each class of Residual Interest Certificateholders in a multiple REMIC
          Series
          shall be treated as a separate Class of Certificateholders, and the balance
          of
          Voting Rights shall be allocated among the remaining Classes of Certificates
          in
          proportion to their respective Certificate Balances following the most
          recent
          Distribution Date, and (b) if no Class of Certificates has an initial
          Certificate Balance less than 1% of the aggregate Certificate Balance,
          then all
          of the Voting Rights shall be allocated among all the Classes of Certificates
          in
          proportion to their respective Certificate Balances following the most
          recent
          Distribution Date. Voting Rights allocated to each Class of Certificates
          shall
          be allocated in proportion to the respective Percentage Interests of the
          Holders
          thereof.

         


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        


        “Wells
          Fargo Bank”:
          Wells
          Fargo Bank, N.A., and its successors.

         

        “Withholding
          Agent”:
          The
Securities
          Administrator or
          its
          designated Paying Agent or other person who is liable to withhold federal
          income
          tax from a distribution on a Residual Certificate under Sections 1441 and
          1442 of the Code and the Treasury regulations thereunder.

         

        ARTICLE
          II


         

        MORTGAGE
          LOAN FILES

         

        Section
          2.01 Mortgage
          Loan Files.

         

        Pursuant
          to the Trust Agreement, the Depositor has sold to the Trustee, for the
          benefit
          of the Certificateholders, without recourse all the right, title and interest
          of
          the Depositor in and to the Mortgage Loans, any and all rights, privileges
          and
          benefits accruing to the Depositor under each Assignment Agreement, each
          Sale
          Agreement, and each Servicing Agreement with respect to the Mortgage Loans,
          including the rights and remedies with respect to the enforcement of any
          and all
          representations, warranties and covenants under such agreements and all
          other
          agreements and assets included or to be included in the Trust for the benefit
          of
          the Certificateholders as set forth in the conveyance clause of the Trust
          Agreement. Such assignment includes all of the Depositor’s rights to Monthly
          Payments on the Mortgage Loans due after the Cut-off Date, and all other
          payments of principal (and interest) made on or after the Cut-off Date
          that are
          reflected in the initial aggregate Certificate Balance for a Trust.


        


        In
          connection with such transfer and assignment, the Depositor shall deliver,
          or
          has caused to be delivered, to the Trustee or the Custodian on or before
          the
          Closing Date, with respect to each Mortgage Loan, the Trustee Mortgage
          Loan File
          that was delivered to such Custodian by the Servicer. If any Mortgage or
          an
          assignment of a Mortgage to the Trustee or any prior assignment is in the
          process of being recorded on the Closing Date, the Depositor shall cause
          each
          such original recorded document or certified copy thereof, to be delivered
          to
          the Trustee or the related Custodian promptly following its recordation
          and
          return to the Depositor.

         

        The
          Depositor hereby directs the Trustee and the Securities Administrator,
          not in
          their individual capacities but solely in such capacities, to enter into
          the
          Supplemental Trust Agreement, to make any representations and warranties
          of such
          party set forth therein and to perform their respective obligations
          thereunder.

         

        Section
          2.02 Acceptance
          by the Trustee.

         

        (a)
          By
          its execution of the Trust Agreement, the Trustee acknowledges and declares
          that
          it or the Custodian holds and will hold or has agreed to hold (in each
          case
          through the applicable Custodian) all documents delivered to it or any
          such
          Custodian from time to time with respect to a Mortgage Loan and all assets
          included in the definition of “Trust Estate” in the Trust Agreement in trust for
          the exclusive use and benefit of all present and future Certificateholders.
          The
          Trustee represents and warrants that (i) it acquired the Mortgage Loans on
          behalf of the Trust from the Depositor in good faith, for value, and without
          actual notice or actual knowledge of any adverse claim, lien, charge,
          encumbrance or security interest (including, without limitation, federal
          tax
          liens or liens arising under ERISA) (it being understood that the Trustee
          has
          not undertaken searches (lien records or otherwise) of any public records),
          (ii) except as permitted in the Trust Agreement, it has not and will not,
          in any capacity, assert any claim or interest in the Mortgage Loans and
          will
          hold (or its agent will hold) such Mortgage Loans and the proceeds thereof
          in
          trust pursuant to the terms of the Trust Agreement, and (iii) it has not
          encumbered or transferred its right, title or interest in the Mortgage
          Loans.

         


        
          
            
            

          

          
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        (b)
          The
          Custodian has reviewed, for the benefit of the Certificateholders and the
          parties hereto, each Trustee Mortgage Loan File and has delivered to the
          Trustee
          (with a copy to the Depositor) on the Closing Date a Trust Receipt, in
          the form
          annexed hereto as Exhibit
          A
          (the
“Trust
          Receipt”)
          with
          respect to each Mortgage Loan to the effect that, except as specifically
          noted
          on a schedule of exceptions thereto (the “Exceptions
          List”):

         

        (i)
          all
          documents required to be delivered to it pursuant to clause (a) through (e)
          and (g) of the definition of Trustee Mortgage Loan File are in the Trustee’s or
          Custodian’s possession,
          provided
          that,

         

        (A)
          the
          Custodian shall have no obligation to verify the receipt of any such documents
          the existence of which was not made known to the Custodian by the Trustee
          Mortgage Loan File, and

         

        (B)
          the
          Custodian shall have no obligation to determine whether recordation of
          any such
          modification is necessary;

         

        (ii)
          all
          documents have been examined by the Custodian and appear regular on their
          face
          and to relate to the Mortgage Loans; 

         

        (iii)
          based only on such Custodian’s examination of the foregoing documents, the
          information set forth on the Mortgage Loan Schedule representing each Mortgage
          Loan accurately reflects the Originator loan number, the borrower’s name, the
          original principal balance, the maturity date of the mortgage loan and
          the
          mortgage loan interest rate; and 

         

        (iv)
          that
          each mortgage note has been endorsed and each assignment of mortgage has
          been
          assigned as described in the definition of Trustee Mortgage Loan File,
          provided
          that the
          Custodian shall have no obligation to confirm that the assignments are
          in
          recordable form.

         


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        


        In
          making
          the verification required by this Section 2.02(b), the Custodian has
          conclusively relied on the Mortgage Loan Schedule attached hereto, and
          the
          Custodian shall have no obligation to independently verify the correctness
          of
          such Mortgage Loan Schedule.

         

        (c)
          It is
          understood that before delivering the Trust Receipt, the Custodian, on
          behalf of
          the Trustee, has examined the Mortgage Loan Documents to confirm the following
          (and shall report any exceptions to these confirmations in the Exceptions
          Report
          attached to the Trust Receipt):

         

        (i)
          each
          mortgage note, mortgage, guaranty and deed of sale bears a signature or
          signatures that appear on their face to be original and that purport to
          be that
          of the Person or Persons named as the maker and mortgagor/trustor or, if
          photocopies are permitted, that such copies bear a reproduction of such
          signature or signatures;

         

        (ii)
          the
          mortgage and the assignment include the endorsement required pursuant to clause
          (a) of the definition of Trustee Mortgage Loan File;

         

        (iii)
          the
          original principal amount of the indebtedness secured by the mortgage is
          identical to the original principal amount of the mortgage note;

         

        (iv)
          the
          interest rate shown on the Mortgage Loan Schedule is identical to the interest
          rate shown on the mortgage note;

         

        (v)
          the
          assignment of the mortgage from the related Seller (or its affiliate, if
          applicable) to the Trustee is in the form required pursuant to clause (c)
          of the definition of Trustee Mortgage Loan File, and bears the signature
          of the
          related Seller (or its affiliate, if applicable) that appears to be an
          original
          or, if photocopies are permitted, such copies bear a reproduction of such
          signature or signatures; and

         

        (vi)
          if
          intervening assignments are included in the Trustee Mortgage Loan File,
          each
          such intervening assignment bears the signature of the mortgagee and/or
          the
          Purchaser (and any subsequent assignors) that appears to be an original
          or, if
          photocopies are permitted, that such copies bear a reproduction of such
          signature or signatures.

         

        (d)
          On or
          before February 28, 2008, each Custodian shall deliver to the Trustee (or
          any
          assignee of the Trustee) a Final Certification in the form of Exhibit
          B
          evidencing the completeness of such Trustee Mortgage Loan File for each
          related
          Mortgage Loan (provided,
          however,
          that
          such Custodian shall not be required nor does it intend to re-examine the
          contents of the Trustee Mortgage Loan File for any of the Mortgage Loans
          in
          connection with entering into this Agreement). An updated exceptions report
          for
          the Mortgage Loans is attached to such Custodian’s Final Certification to be
          delivered under this Section 2.02.

         


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        


        (e)
          Upon
          the written request of a Servicer, the Depositor or the Trustee, no later
          than
          the fifth Business Day of each month, commencing in March 2007, each Custodian
          shall deliver to each related Servicer (or such other party responsible
          for
          recordation of any mortgages and/or assignments as specified in the related
          Sale
          and Servicing Agreement), GS Mortgage Securities Corp., as depositor, and
          the
          Trustee in hard copy format (and if requested, in electronic format), the
          exceptions list required by this Section 2.02, updated to remove exceptions
          cured since the date on which the applicable Custodial Receipt was issued.
          In
          addition, such monthly reports shall list any document with respect to
          which the
          applicable Seller delivered a copy certifying that the original had been
          sent
          for recording, until such time as the applicable Seller delivers to the
          applicable Custodian the original of such document or a copy thereof certified
          by the appropriate public recording office. The Data Collection Schedule
          shall
          not be included unless specifically requested in advance by such Servicer,
          the
          Depositor or the Trustee. Neither Custodian shall be under a duty to review,
          inspect or examine such documents to determine that any of them are genuine,
          recordable, enforceable or appropriate for their prescribed purpose. During
          the
          term of this Agreement, in the event a Custodian discovers any nonconformity
          with the review set forth in this Section 2.02 with respect to such Trustee
          Mortgage Loan Files, such Custodian shall give written notice of such defect
          to
          such Servicer, the Depositor and the Trustee.

         

        (f)
          In
          lieu of taking possession of the Trustee Mortgage Loan Files and reviewing
          such
          files itself, the Trustee shall, in accordance with Section 8.11 hereof,
          appoint one or more Custodians to hold the Trustee Mortgage Loan Files
          on its
          behalf and to review them as provided in this Section 2.02. The Depositor
          shall, upon notice of the appointment of a Custodian, deliver or cause
          to be
          delivered all documents to the Custodian that would otherwise be deliverable
          to
          the Trustee. In such event, the Trustee shall obtain from each such Custodian,
          within the specified times, the Trust Receipt and the Final Certifications
          with
          respect to those Mortgage Loans held and reviewed by such Custodian and
          may
          deliver (or cause the Custodian to deliver) such Certifications and
          electronically deliver Reports to the Depositor in satisfaction of the
          Trustee’s
          obligation to prepare such Certifications and Reports (it being understood
          that
          absent actual knowledge to the contrary, the Trustee may conclusively rely
          on
          the certifications provided by such Custodian). The Trustee shall notify
          the
          Custodian of any notices delivered to the Trustee with respect to those
          Trustee
          Mortgage Loan Files.

         


        
          
            
            

          

          
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        Section
          2.03 Purchase
          of Mortgage Loans by a Servicer, a Seller, GSMC or the
          Depositor.

         

        (a)
          Servicer
          Breach.
          In
          addition to taking any action required pursuant to Section 7.01 hereof,
          upon discovery by a Responsible Officer of the Master Servicer, the Securities
          Administrator or the Trustee of any breach by any Servicer of any
          representation, warranty or covenant under the related Servicing Agreement,
          which breach materially and adversely affects the value of any Mortgage
          Loan or
          the interest of the Trust therein (it being understood that any such breach
          shall be deemed to have materially and adversely affected the value of
          the
          related Mortgage Loan or the interest of the Trust therein if the Trust
          incurs
          or may incur a loss as a result of such breach), the party discovering
          such
          breach shall give prompt written notice thereof to the other party. Upon
          discovery by a Responsible Officer of the Trustee of such breach or receipt
          of
          notice thereof, the Trustee shall promptly request that such Servicer of
          such
          Mortgage Loan cure such breach, and if such Servicer does not cure such
          breach
          in all material respects by the end of the cure period set forth in the
          related
          Servicing Agreement, shall enforce such Servicer’s obligation under such
          Servicing Agreement to purchase such Mortgage Loan from the Trustee.
          Notwithstanding the foregoing, however, if such breach results in or is
          a
          Qualification Defect, such cure, purchase or substitution must take place
          within
          75 days of the Defect Discovery Date.

         

        (b)
          Sellers’
          Breach.
          Upon
          discovery by a Responsible Officer of the Master Servicer, the Securities
          Administrator or the Trustee or notice to the Master Servicer, the Securities
          Administrator or the Trustee of any defective or missing document (as described
          in the related Sale Agreement) in a Trustee Mortgage Loan File, or of any
          breach
          by any Seller of any representation, warranty or covenant under the related
          Sale
          Agreement, which defect or breach materially and adversely affects the
          value of
          any Mortgage Loan or the interest of the Trust therein (it being understood
          that
          any such defect or breach shall be deemed to have materially and adversely
          affected the value of the related Mortgage Loan or the interest of the
          Trust
          therein if the Trust incurs a loss as a result of such defect or breach),the
          parties discovering or receiving notice of such defect or breach shall
          notify
          the Trustee. Upon discovering or receipt of notice of such breach, the
          Trustee
          shall promptly request that such Seller cure such breach and, if such Seller
          does not cure such defect or breach in all material respects by the end
          of the
          cure period specified in such Sale Agreement and any extension of the cure
          period granted as permitted by such Sale Agreement, shall enforce such
          Seller’s
          obligation under such Sale Agreement to purchase such Mortgage Loan from
          the
          Trustee.

         

        In
          the
          event any Servicer has breached a representation or warranty under the
          related
          Servicing Agreement that is substantially identical to a representation
          or
          warranty breached by a Seller, the Trustee shall first proceed against
          such
          Servicer. If such Servicer does not within 60 days (or such other period
          provided in the related Servicing Agreement) after notification of the
          breach,
          either take steps to cure such breach (which may be evidenced by a certificate
          asking for an extension of time in which to effectuate a cure) or complete
          the
          purchase of the Mortgage Loan, then (i) the Trustee, shall enforce the
          obligations of the Seller under the related Sale Agreement to cure such
          breach
          or to purchase the Mortgage Loan from the Trust, and (ii) such Seller shall
          succeed to the rights of the Trustee to enforce the obligations of the
          Servicer
          to cure such breach or repurchase such Mortgage Loan under the Servicing
          Agreement with respect to such Mortgage Loan.

         


        
          
            
            

          

          
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        Notwithstanding
          the foregoing, however, if any breach of a representation or warranty by
          the
          Servicer or of a Seller is a Qualification Defect, a cure or purchase must
          take
          place within 75 days of the Defect Discovery Date.

         

        (c)
          GSMC
          Breach.
          Upon
          its discovery or notice to it of any breach by GSMC of any representation,
          warranty or covenant under any Assignment Agreement which materially and
          adversely affects the value of any Mortgage Loan or the interest of the
          Trust
          therein (it being understood that any such defect or breach shall be deemed
          to
          have materially and adversely affected the value of the related Mortgage
          Loan or
          the interest of the Trust therein if the Trust incurs a loss as a result
          of such
          defect or breach), the Securities Administrator, shall promptly request
          that
          GSMC cure such breach and, if GSMC does not cure such breach in all material
          respects within 90 days from the date on which it is notified of the breach,
          shall enforce GSMC’s obligation under such Assignment Agreement to purchase such
          Mortgage Loan from the Trustee.

         

        (d)
          Depositor
          Breach.
          Within
          90 days of the earlier of its discovery or receipt of notice by the Depositor
          of
          the breach of any of its representations or warranties set forth in
          Section 2.04 hereof with respect to any Mortgage Loan, which breach
          materially and adversely affects the value of the related Mortgage Loan
          or the
          interest of the Trust therein (it being understood that any such defect
          or
          breach shall be deemed to have materially and adversely affected the value
          of
          the related Mortgage Loan or the interest of the Trust therein if the Trust
          incurs a loss as a result of such defect or breach), the Depositor shall
          (i) cure such breach in all material respects, or (ii) purchase the
          Mortgage Loan from the Trustee.

         

        In
          the
          event the Depositor has breached a representation or warranty under
          Section 2.04 hereof that is substantially identical to a representation or
          warranty breached by a Servicer or Seller, the Trustee shall first proceed
          against the applicable Servicer or Seller, as appropriate. If such Servicer
          or
          Seller, as appropriate, does not within the cure period set forth in the
          related
          Sale Agreement or Servicing Agreement, as applicable, either take steps
          to cure
          such breach (which may be evidenced by a certificate asking for an extension
          of
          time in which to effectuate a cure) or complete the purchase of or substitution
          for the Mortgage Loan, then (i) the Trustee shall enforce the obligations
          of the Depositor to cure such breach or to purchase the Mortgage Loan from
          the
          Trust, and (ii)  the Depositor shall succeed to the rights of the Trustee
          to enforce the obligations of such Servicer or Seller to cure such breach
          or
          repurchase such Mortgage Loan under the related Servicing Agreement or
          Sale
          Agreement, as applicable, with respect to such Mortgage Loan.

         


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        


        Notwithstanding
          the foregoing, however, if any breach of a representation or warranty by
          the
          Depositor is a Qualification Defect, a cure or purchase must take place
          within
          75 days of the Defect Discovery Date.

         

        (e)
          Purchase
          Price.
          The
          purchase of any Mortgage Loan from the Trust pursuant to this Section 2.03
          shall be effected for its Purchase Price. If the Purchaser is the related
          Servicer, the Purchase Price shall be deposited in the Collection Account.
          If
          the Purchaser is other than such Servicer, an amount equal to the Purchase
          Price
          shall be deposited into the Certificate Account. Within five Business Days
          of
          its receipt of such funds or certification by the appropriate Servicer
          that such
          funds have been deposited in the related Collection Account, the Trustee
          shall
          release or cause the related Servicer to cause the applicable Custodian
          to
          release to the Purchaser or its designee the related Trustee Mortgage Loan
          File
          and, at the request of the Purchaser, the Trustee shall execute and deliver
          such
          instruments of transfer or assignment, in each case without recourse, in
          form as
          presented by the Purchaser and satisfactory to the Trustee, as shall be
          necessary to vest in the Purchaser title to any Mortgage Loan released
          pursuant
          hereto and the Trustee shall have no further responsibility with regard
          to such
          Trustee Mortgage Loan File.

         

        (f)
          Determination
          of Purchase Price.
          The
          Securities Administrator will be responsible for determining the Purchase
          Price
          for any Mortgage Loan that is sold by the Trust or with respect to which
          provision is made for the escrow of funds pursuant to this Section 2.03 and
          shall at the time of any purchase or escrow certify such amounts to the
          Depositor; provided
          that the
          Securities Administrator may consult with the Servicer to determine the
          Purchase
          Price unless such Servicer is the Purchaser of such Mortgage Loan. If,
          for
          whatever reason, the Securities Administrator shall determine that there
          is a
          miscalculation of the amount to be paid to the Trust, the Securities
          Administrator shall from monies in a Distribution Account return any overpayment
          that the Trust received as a result of such miscalculation to the applicable
          Purchaser upon the discovery of such overpayment, and the Securities
          Administrator shall collect from the applicable Purchaser for deposit to
          the
          Securities Account any underpayment that resulted from such miscalculation
          upon
          the discovery of such underpayment. Recovery may be made either directly
          or by
          set-off of all or any part of such underpayment against amounts owed by
          the
          Trust to such Purchaser.

         


        
          
            
            

          

          
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        (g)
          Qualification
          Defect.
          If
          (A) any person required to cure or purchase under subsections 2.03(a),
          2.03(b), 2.03(c) or 2.03(d) of these Standard Terms or under a separate
          agreement for a Mortgage Loan affected by a Qualification Defect fails
          to
          perform within the earlier of (1) 75 days of the Defect Discovery Date or
          (2) the time limit set forth in those subsections or that separate
          agreement or (B) no person is obligated to cure or purchase a Mortgage Loan
          affected by a Qualification Defect, the Trustee shall dispose of such Mortgage
          Loan in such manner and for such price as the Trustee determines are
          appropriate, provided
          that the
          removal of such Mortgage Loan occurs no later than the 90th day from the
          Defect
          Discovery Date. If the Servicer is not the person required to cure or repurchase
          the Mortgage Loan, the Trustee may consult with such Servicer to determine
          an
          appropriate manner of disposition for and price for such Mortgage Loan.
          It is
          the express intent of the parties that a Mortgage Loan affected by a
          Qualification Defect be removed from the Trust by the 90th day from the
          Defect
          Discovery Date so that the related REMIC(s) will continue to qualify as
          a REMIC.
          Accordingly, the Trustee is not required to sell an affected Mortgage Loan
          for
          its fair market value nor shall the Trustee be required to make up any
          shortfall
          resulting from the sale of such Mortgage Loan. The person failing to perform
          under subsections 2.03(a), 2.03(b), 2.03(c) or 2.03(d) of these Standard
          Terms shall be liable to the Trust for (i) any difference between
          (A) the Unpaid Principal Balance of the Mortgage Loan plus
          accrued
          and unpaid interest thereon at the Note Rate to the date of disposition
          and
          (B) the net amount received by the Trustee from the disposition (after the
          payment of related expenses), (ii) interest on such difference at the Note
          Rate (less the Administrative Cost Rate) from the date of disposition to
          the
          date of payment and (iii) any legal and other expenses incurred by or on
          behalf of the Trust in seeking such payments. The Trustee shall pursue
          the legal
          remedies of the Trust on the Trust’s behalf and the Trust shall reimburse the
          Trustee for any legal or other expenses of the Trustee related to such
          pursuit
          not recovered from such person.

         

        (h)
          Unless otherwise provided in the applicable Sale Agreement, and notwithstanding
          Section 2.03(b) hereof, if a Seller concludes at the end of any applicable
          cure period (and any extension thereof) that a document required to be
          included
          in the Trustee Mortgage Loan File cannot be found or replaced, the Seller
          may,
          in lieu of immediately repurchasing the related Mortgage Loan, provide
          (a) a Lost Document Affidavit and (b) Opinion of Counsel that the
          missing document does not constitute a Qualification Defect. In that event,
          the
          Trustee shall not require such Seller immediately to repurchase the Mortgage
          Loan, but, if at any time there is any loss, liability, or damage, including
          reasonable attorney’s fees, resulting from the unavailability of any originals
          of any such documents or of a complete chain of intervening endorsements,
          as the
          case may be (collectively, “Losses”),
          the
          Trustee shall enforce the Seller’s obligation to indemnify the Trust for such
          Losses. Expenses of the Trustee related to such enforcement not recovered
          from
          the Seller shall be reimbursed by the Trust.

         


        
          
            
            

          

          
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        (i)
          Notices.
          Any
          Person required under this Section 2.03 to give notice or to make a request
          of another Person to give notice shall give such notice or make such request
          promptly.

         

        (j)
          No
          Other Enforcement Obligation.
          Except
          as specifically set forth herein, none of the Master Servicer, the Securities
          Administrator or the Trustee shall have any responsibility to enforce any
          provision of a Sale Agreement, Servicing Agreement or Assignment Agreement
          assigned to it hereunder, to oversee compliance thereof, or to take notice
          of
          any breach or default thereof. No successor servicer shall have any obligation
          to repurchase a Mortgage Loan except to the extent specifically set forth
          in the
          Servicing Agreement signed by such substitute servicer.

         

        Section
          2.04 Representations
          and Warranties of the Depositor.

         

        The
          Depositor hereby represents and warrants to the Trustee that as of the
          Closing
          Date or as of such other date specifically provided herein:

         

        (a)
          The
          Depositor has been duly incorporated and is validly existing as a corporation
          in
          good standing under the laws of the State of Delaware with full power and
          authority (corporate and other) to enter into and perform its obligations
          under
          the Trust Agreement;

         

        (b)
          The
          Trust Agreement has been duly executed and delivered by the Depositor,
          and,
          assuming due authorization, execution and delivery by the Trustee, the
          Securities Administrator and the Master Servicer, constitutes a legal,
          valid and
          binding agreement of the Depositor, enforceable against it in accordance
          with
          its terms, subject to bankruptcy, insolvency, reorganization, moratorium
          or
          other similar laws affecting creditors’ rights generally and to general
          principles of equity regardless of whether enforcement is sought in a proceeding
          in equity or at law;

         

        (c)
          The
          execution, delivery and performance by the Depositor of the Trust Agreement
          and
          the consummation of the transactions contemplated thereby do not require
          the
          consent or approval of, the giving of notice to, the registration with,
          or the
          taking of any other action in respect of, any state, federal or other
          governmental authority or agency, except such as has been obtained, given,
          effected or taken prior to the date thereof;

         


        
          
            
            

          

          
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        (d)
          The
          execution and delivery of this Trust Agreement have been duly authorized
          by all
          necessary corporate action on the part of the Depositor; neither the execution
          and delivery by the Depositor of the Trust Agreement, nor the consummation
          by
          the Depositor of the transactions therein contemplated, nor consummation
          of the
          transactions therein contemplated, nor compliance by the Depositor with
          the
          provisions thereof, will conflict with or result in a breach of, or constitute
          a
          default under, any of the provisions of the articles of incorporation or
          by-laws
          of the Depositor or any law, governmental rule or regulation or any judgment,
          decree or order binding on the Depositor or any of its properties, or any
          of the
          provisions of any indenture, mortgage, deed of trust, contract or other
          instrument to which the Depositor is a party or by which it is
          bound;

         

        (e)
          There
          are no actions, suits or proceedings pending or, to the knowledge of the
          Depositor, threatened against the Depositor, before or by any court,
          administrative agency, arbitrator or governmental body (A) with respect to
          any of the transactions contemplated by the Trust Agreement or (B) with
          respect to any other matter which in the judgment of the Depositor will
          be
          determined adversely to the Depositor and will if determined adversely
          to the
          Depositor materially adversely affect its ability to perform its obligations
          under the Trust Agreement;

         

        (f)
          Except for the sale to the Trustee, the Depositor has not assigned or pledged
          any mortgage note or the related mortgage or any interest or participation
          therein;

         

        (g)
          The
          Depositor has acquired its ownership in the Mortgage Loans in good faith
          and
          without notice of any adverse claim;

         

        (h)
          The
          Depositor has not canceled, satisfied or subordinated in whole or in part,
          or
          rescinded any Mortgage, and the Depositor has not released any Mortgaged
          Premises from the lien of the related mortgage, in whole or in part, nor
          has the
          Depositor executed an instrument that would effect any such release,
          cancellation, subordination or rescission (except in connection with an
          assumption agreement or other agreement offered by the related federal
          insurer,
          to the extent such approval was required); and

         

        (i)
          The
          Securities Account constitutes a “securities account” (as defined in Section
          8-501(a) of the UCC). The Underlying MBS has been credited to the Securities
          Account. The Securities Intermediary has agreed to treat all assets credited
          to
          the Securities Account as “financial assets” (as defined in Section 8-102(a)(9)
          of the UCC).

         


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        


        It
          is
          understood and agreed that the representations and warranties set forth
          in this
          Section 2.04 shall survive delivery of the respective Trustee Mortgage Loan
          Files to the Trustee (or the Custodian) and shall inure to the benefit
          of the
          Trustee notwithstanding any restrictive or qualified endorsement or assignment.
          Upon the discovery by the Depositor, the Master Servicer, the Securities
          Administrator or the Trustee of a breach of the foregoing representations
          and
          warranties, the party discovering such breach shall give prompt written
          notice
          to the other parties to the Trust Agreement, and in no event later than
          two
          Business Days from the date of such discovery. It is understood and agreed
          that
          the obligations of the Depositor set forth in Section 2.03(d) to cure or
          repurchase a Mortgage Loan constitute the sole remedies available to the
          Certificateholders or to the Trustee on their behalf respecting a breach
          of the
          representations and warranties contained in this Section 2.04. It is
          further understood and agreed that the Depositor shall be deemed not to
          have
          made the representations and warranties in this Section 2.04 with respect
          to, and to the extent of, representations and warranties made, as to the
          matters
          covered in this Section 2.04, by the Servicer in any Servicing Agreement or
          the Seller in any Sale Agreement assigned to the Trustee.

         

        It
          is
          understood and agreed that the Depositor has made no representations or
          warranties to the Trust other than those contained in this Section 2.04 and
          any Assignment Agreement. GSMC has made no representations or warranties
          to the
          Trust other than those in any Assignment Agreement, or in any Sale Agreement
          under which GSMC is acting as Seller, and no other Affiliate of the Depositor
          has made any representations or warranty of any kind to the Trustee or
          the
          Trust. Neither the Depositor, GSMC, nor any of the directors, officers,
          employees or agents of either such entity shall be under any liability
          to the
          Trust or the Certificateholders and all such Persons shall be indemnified
          and
          held harmless by the Trust for any claims, losses, penalties, forfeitures,
          legal
          fees and related costs, judgments, and any other costs, fees and expenses
          that
          such Persons may sustain as a result of or arising out of or based upon
          any
          breach of a representation, warranty or covenant made by any Servicer or
          Seller
          or any failure by any Servicer or Seller to perform its obligations in
          strict
          compliance with the terms of the related Servicing or Sale Agreement or
          the
          failure of the Securities Administrator or the Trustee to perform its duties
          hereunder; provided, however, that this provision shall not protect the
          Depositor against any breach of warranties or representations made in
          Section 2.04 herein, or the Depositor against any breach of representations
          or warranties made in any Assignment Agreement or Sale Agreement.

         

        ARTICLE
          III


         

        ADMINISTRATION
          OF THE TRUST

         

        Section
          3.01 The
          Collection Accounts; the Master Servicer Account; the Distribution Accounts
          and
          the Certificate Account.

         

        (a)
          Servicer
          and Master Servicer Remittances.

         

        (i)
          On or
          prior to the Closing Date, the Servicers shall have established one or
          more
          separate Collection Accounts as provided in the related Servicing Agreement,
          each of which shall be an Eligible Account. All Monthly Payments and other
          amounts collected by each Servicer on the Mortgage Loans, shall, to the
          extent
          provided in the related Servicing Agreement, be deposited by such Servicer
          within one Business Day of receipt (or within 2 Business Days in the case
          of
          Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds) into
          the
          related Collection Account.

         


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        


        (ii)
          On
          each Servicer Remittance Date, each Servicer is required to remit to the
          Master
          Servicer all payments received during the related Due Period or Prepayment
          Period in respect of the Mortgage Loans serviced by it, less certain deductions
          as described herein and in each Servicing Agreement. The Master Servicer
          will
          establish and maintain a separate account for the benefit of the Trustee
          (the
“Master
          Servicer Account”)
          which
          account may be a sub-account of the Certificate Account, and shall be an
          Eligible Account for so long as Wells Fargo Bank is both the Master Servicer
          and
          the Securities Administrator. The amounts remitted by the Servicers to
          the
          Master Servicer shall be credited to the Master Servicer Account. 

         

        (iii)
          On
          each Master Servicer Remittance Date, the Master Servicer shall remit to
          the
          Securities Administrator the amounts received from the Servicers on the
          related
          Servicer Remittance Date, net of any fees, expenses and other amounts payable
          to
          the Master Servicer hereunder. The amounts remitted by the Master Servicer
          to
          the Securities Administrator will be credited to the REMIC I Distribution
          Account which will be established and maintained by the Securities
          Administrator.

         

        (iv)
          On
          each Distribution Date, amounts on deposit in the REMIC I Distribution
          Account
          (net of any expenses payable to the Securities Administrator under Section
          11.04
          hereof or to the Trustee under Section 9.05 hereof) will be allocated by
          the
          Securities Administrator to pay amounts due on the REMIC I Interests, in
          accordance with Section 3.01 of the Trust Agreement. Such amounts will then
          be passed through the REMIC II Distribution Account and to the Certificate
          Account for distribution to the Certificateholders in accordance with
          Section 3.01 of the Trust Agreement.

         

        (b)
          Accounts.
          The
          Securities Administrator shall establish and maintain one or more Eligible
          Accounts in its own name in trust for the benefit of the Certificateholders.
          The
          account held by the REMIC that directly owns the Mortgage Loans shall be
          the
“REMIC
          I Distribution Account”
which
          account may be a sub-account of the Certificate Account and the account
          held by
          the REMIC that owns all interests in REMIC I shall be the “REMIC
          II Distribution Account”
which
          account may be a sub-account of the Certificate Account. In addition, the
          Securities Administrator shall establish and maintain an account for the
          benefit
          of the Certificateholders into which it shall deposit all amounts to be
          distributed on each Distribution Date (the “Certificate
          Account”).
          Each
          account shall be an Eligible Account. On each Distribution Date, the Securities
          Administrator shall deposit into the REMIC I Distribution Account the following
          amounts, to the extent not previously deposited therein:

         


        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        


        (i)
          all
          amounts remitted by the Master Servicer to the Securities Administrator
          pursuant
          to Section 3.01(a)(iii);

         

        (ii)
          all
          Monthly Advances made pursuant to Section 3.05; and

         

        (iii)
          the
          amount (if any) required to effect a redemption in accordance with the
          terms of
          the Trust Agreement and received from the Master Servicer or the
          Depositor.

         

        (c)
          Deposits.
          In the
          event a Servicer or the Securities Administrator has remitted to the Master
          Servicer Account or to the REMIC I Distribution Account, respectively,
          in error,
          any amount not required to be remitted in accordance with the definition
          of
          Available Distribution Amount, either may at any time direct the Master
          Servicer
          or the Securities Administrator, as applicable, to withdraw such amount
          from
          such account for repayment to such Servicer or Master Servicer, as applicable,
          by delivery of an Officer’s Certificate to the Master Servicer or the Securities
          Administrator which describes the amount deposited in error and the Master
          Servicer or the Securities Administrator, as applicable, shall withdraw
          such
          amount from the Master Servicer Account or the REMIC I Distribution Account,
          as
          applicable, and pay such amount as directed, but only to the extent it
          agrees
          that the amount so described was deposited in error.

         

        (d)
          Withdrawal.
          On each
          Distribution Date, the Securities Administrator shall transfer the Available
          Distribution Amount on deposit in the REMIC I Distribution Account to the
          REMIC
          II Distribution Account and then to the Certificate Account in accordance
          with
          the amounts set forth in the statement prepared pursuant to Section 4.01
          and shall distribute such amounts to holders of the Regular Interests and
          Residual Interest of the applicable REMICs, in accordance with Article III
          of the Trust Agreement, in the order of priority set forth therein.

         

        (e)
          Accounting.
          The
          Master Servicer shall keep and maintain separate accounting (to the extent
          provided to it by each Servicer), on a Mortgage Loan by Mortgage Loan basis,
          for
          the purpose of justifying any payment to and from the Master Servicer Account.
          No later than 21 days after each Distribution Date, the Master Servicer
          shall,
          upon written request, forward to the Depositor and the Securities Administrator,
          a statement setting forth the balance of the Master Servicer Account as
          of the
          close of business on the last day of the month of the Distribution Date
          and
          showing, for the one calendar month covered by the statement, any deposits
          and
          or withdrawals from the Master Servicer Account.

         


        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        


        (f)
          Investments
          by the Master Servicer or the Securities Administrator.
          Any
          investment by the Master Servicer or the Securities Administrator of amounts
          received hereunder shall be in Permitted Investments only. All income and
          gain
          realized from any such investment of amounts in the Master Servicer Account
          shall be for the benefit of the Master Servicer and shall be subject to
          its
          withdrawal on order from time to time, and shall not be part of the Trust
          Estate. All income and gain realized from any such investment of amounts
          in the
          Certificate Account shall be for the benefit of the Securities Administrator
          and
          shall be subject to its withdrawal on order from time to time. In the event
          of a
          loss or reduction in the amount to be remitted by the Master Servicer to
          the
          Securities Administrator on the Master Servicer Remittance Date or the
          amount to
          be remitted by the Securities Administrator on the Distribution Date because
          of
          a loss on a Permitted Investment, the Master Servicer or the Securities
          Administrator, as applicable, shall be required to deposit the amount of
          such
          loss into the Master Servicer Account or the Certificate Account, as applicable,
          within one Business Day of realization of such loss from its own funds
          without
          reimbursement.

         

        (g)
          Compensating
          Interest.
          The
          amount of the Master Servicing Fee payable to the Master Servicer in respect
          of
          any Distribution Date shall be reduced by the amount of any Compensating
          Interest Payment for such Distribution Date, but only to the extent such
          Compensating Interest Payment is not actually made by a Servicer on the
          applicable Servicer Remittance Date. Such amount shall not be treated as
          an
          Advance and shall not be reimbursable to the Master Servicer.

         

        Section
          3.02 Filings
          with the Commission.

         

        (a)
          As
          further set forth in Section 8.01(e), the Master Servicer and the Securities
          Administrator shall deliver (and the Master Servicer and Securities
          Administrator shall cause any Additional Servicer engaged by it to deliver)
          to
          the Depositor and the Securities Administrator on or before March 15 of
          each
          year, commencing in March 2008, an officer’s certificate stating, as to the
          signer thereof, that (i) a review of such party’s activities during the
          preceding calendar year or portion thereof and of such party’s performance under
          this Agreement, or such other applicable agreement in the case of an Additional
          Servicer, has been made under such officer’s supervision and (ii) to the best of
          such officer’s knowledge, based on such review, such party has fulfilled all its
          obligations under this Agreement, or such other applicable agreement in
          the case
          of an Additional Servicer, in all material respects throughout such year
          or
          portion thereof, or, if there has been a failure to fulfill any such obligation
          in any material respect, specifying each such failure known to such officer
          and
          the nature and status thereof. Promptly after receipt of each such officer’s
          certificate, the Depositor shall review such officer’s certificate and consult
          with each such party, as applicable, as to the nature of any failures by
          such
          party, in the fulfillment of any of such party’s obligations hereunder or, in
          the case of an Additional Servicer, under such other applicable
          agreement.

         


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        


        The
          Master Servicer shall enforce any obligation of the Servicers, to the extent
          set
          forth in the related Servicing Agreement, to deliver to the Master Servicer
          an
          annual statement of compliance within the time frame set forth in, and
          in such
          form and substance as may be required pursuant to, the related Servicing
          Agreement The Master Servicer shall include such annual statements of compliance
          with its own annual statement of compliance to be submitted to the Securities
          Administrator pursuant to this Section.

         

        (b)
          The
          Depositor shall prepare or cause to be prepared the initial current report
          on
          Form 8-K. Thereafter within four Business Days after the occurrence of
          an event
          requiring disclosure in a current report on Form 8-K (each such event,
          a
“Reportable
          Event”),
          and
          if requested by the Depositor, the Master Servicer shall sign on behalf
          of the
          Depositor and the Securities Administrator shall prepare and file with
          the
          Commission any Form 8-K, as required by the Exchange Act. Any disclosure
          or
          information related to a Reportable Event or that is otherwise required
          to be
          included on Form 8-K (“Form
          8-K Disclosure Information”)
          shall
          be determined and prepared by and at the direction of the Depositor pursuant
          to
          this Section 3.02 and the Securities Administrator shall have no duty or
          liability for any failure hereunder to determine or prepare any Form 8-K
          Disclosure Information or any Form 8-K, except as set forth in this Section
          3.02. 

         

        As
          set
          forth on Exhibit K hereto, for so long as the Trust is subject to the Exchange
          Act reporting requirements, no later than the end of business on the second
          Business Day after the occurrence of a Reportable Event (i) certain parties
          to
          the GSR Mortgage Loan Trust 2007-1F Mortgage Pass-Through Certificates,
          Series
          2007-1F transaction shall be required to provide to the Securities Administrator
          and Depositor, to the extent known, in form compatible with the Commission’s
          Electronic Data Gathering and Retrieval System (“EDGAR”), or in such other form
          as otherwise agreed upon by the Securities Administrator and such party,
          the
          form and substance of any Form 8-K Disclosure Information, if applicable
          and
          (ii) the Depositor shall approve, as to form and substance, or disapprove,
          as
          the case may be, the inclusion of the Form 8-K Disclosure Information.
          The
          Depositor shall be responsible for any reasonable fees and expenses assessed
          or
          incurred by the Securities Administrator in connection with including any
          Form
          8-K Disclosure Information on Form 8- K pursuant to this paragraph.


         


        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        


        After
          preparing the Form 8-K, the Securities Administrator shall forward
          electronically a draft copy of the Form 8-K to the Depositor for review.
          No
          later than 12:00 noon New York City time on the fourth Business Day after
          the
          Reportable Event, a duly authorized representative of the Master Servicer
          in
          charge of the master servicing function shall sign the Form 8-K and return
          such
          signed Form 8-K to the Securities Administrator, and no later than 5:00
          p.m. New
          York City time on such Business Day the Securities Administrator shall
          file such
          Form 8-K with the Commission. If a Form 8-K cannot be filed on time or
          if a
          previously filed Form 8-K needs to be amended, the Securities Administrator
          will
          follow the procedures set forth in Section 3.02(e). Promptly (but no later
          than
          one Business Day) after filing with the Commission, the Securities Administrator
          will make available on its internet website (located at www.ctslink.com)
          a final
          executed copy of each Form 8-K prepared by the Securities Administrator.
          The
          signing party at the Master Servicer can be contacted at 9062 Old Annapolis
          Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust, GSR 2007-1F.
          The parties to this Agreement acknowledge that the performance by the Securities
          Administrator of its duties under this Section 3.02(b) related to the timely
          preparation and filing of Form 8-K is contingent upon such parties strictly
          observing all applicable deadlines in the performance of their duties under
          this
          Section 3.02. The Securities Administrator shall have no liability for
          any loss,
          expense, damage, claim arising out of or with respect to any failure to
          properly
          prepare and/or timely file such Form 8-K, where such failure results from
          the
          Securities Administrator’s inability or failure to receive on a timely basis,
          any information from any other party hereto needed to prepare, arrange
          for
          execution or file such Form 8-K, not resulting from its own negligence,
          bad
          faith or willful misconduct.

         

        (c)
          Within fifteen days after each Distribution Date (subject to permitted
          extensions under the Exchange Act), the Securities Administrator shall
          prepare
          and file, and the Master Servicer shall sign on behalf of the Depositor
          and file
          with the Commission any distribution report on Form 10-D required by the
          Exchange Act, in form and substance as required by the Exchange Act. The
          Securities Administrator shall file each Form 10-D with a copy of the related
          Monthly Statement attached thereto. Any disclosure in addition to the monthly
          statement that is required to be included on Form 10-D (“Additional Form 10-D
          Disclosure”) shall be determined and prepared by and at the direction of the
          Depositor pursuant to the following paragraph and the Securities Administrator
          will have no duty or liability for any failure hereunder to determine or
          prepare
          any Additional Form 10-D Disclosure, except as set forth in this Section
          3.02.

         

        As
          set
          forth on Exhibit L hereto, within five calendar days after the related
          Distribution Date, (i) certain parties to the GSR Mortgage Loan Trust 2007-1F
          Mortgage Pass-Through Certificates, Series 2007-1F transaction shall be
          required
          to provide to the Securities Administrator and the Depositor, to the extent
          known, in EDGAR-compatible form, or in such other form as otherwise agreed
          upon
          by the Securities Administrator and such party, the form and substance
          of any
          Additional Form 10-D Disclosure, if applicable and (ii) the Depositor will
          approve, as to form and substance, or disapprove, as the case may be, the
          inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor
          shall be responsible for any reasonable fees and expenses assessed or incurred
          by the Securities Administrator in connection with any Additional Form
          10-D
          Disclosure on Form 10-D pursuant to this Section 3.02(c).

         


        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        


        After
          preparing the Form 10-D, the Securities Administrator shall forward
          electronically a draft copy of the Form 10-D to the Depositor for review.
          No
          later than two Business Days following the tenth calendar day after the
          related
          Distribution Date, a duly authorized representative of the Master Servicer
          in
          charge of the master servicing function shall sign the Form 10-D and return
          such
          signed Form 10-D to the Securities Administrator and Depositor, and no
          later
          than 5:00 p.m. New York City time on the fifteenth calendar day after such
          Distribution Date the Securities Administrator shall file such Form 10-D
          with
          the Commission. If a Form 10-D cannot be filed on time or if a previously
          filed
          Form 10-D needs to be amended, the Securities Administrator will follow
          the
          procedures set forth in Section 3.02(e). Promptly (but no later than one
          Business Day) after filing with the Commission, the Securities Administrator
          will make available on its internet website (located at www.ctslink.com)
          a final
          executed copy of each Form 10-D prepared by the Securities Administrator.
          The
          signing party at the Master Servicer can be contacted at 9062 Old Annapolis
          Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust, GSR 2007-1F.
          Each party to this Agreement acknowledges that the performance by the Securities
          Administrator of its duties under this Section 3.02(c) related to the timely
          preparation and filing of Form 10-D is contingent upon such parties strictly
          observing all applicable deadlines in the performance of their duties under
          this
          Section 3.02. The Securities Administrator shall have no liability for
          any loss,
          expense, damage or claim arising out of or with respect to any failure
          to
          properly prepare and/or timely file such Form 10-D, where such failure
          results
          from the Securities Administrator’s inability or failure to receive on a timely
          basis, any information from any other party hereto needed to prepare, arrange
          for execution or file such Form 10-D, not resulting from its own negligence,
          bad
          faith or willful misconduct.

         

        Form
          10-D
          requires the registrant to indicate (by checking "yes" or "no") that it
          "(1) has
          filed all reports required to be filed by Section 13 or 15(d) of the Exchange
          Act during the preceding 12 months (or for such shorter period that the
          registrant was required to file such reports), and (2) has been subject
          to such
          filing requirements for the past 90 days."  The Depositor hereby represents
          to the Securities Administrator that the Depositor has filed all such required
          reports during the preceding 12 months and that it has been subject to
          such
          filing requirement for the past 90 days.  The Depositor shall notify the
          Securities Administrator in writing, no later than the fifth calendar day
          after
          the related Distribution Date with respect to the filing of a report on
          Form
          10-D if the answer to the questions should be no.  The Securities
          Administrator shall be entitled to rely on such representations in preparing,
          executing and/or filing any such report.


        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        


        


        (d)
          Within 90 days after the end of each fiscal year of the Trust or such earlier
          date as may be required by the Exchange Act (the “10-K
          Filing Deadline”)
          (it
          being understood that the fiscal year for the Trust ends on December 31
          of each
          year), commencing in March 2008, the Securities Administrator shall prepare
          and
          file on behalf of the Depositor an annual report on Form 10-K, in form
          and
          substance as required by the Exchange Act. Each such Form 10-K shall include
          the
          following items, in each case to the extent they have been delivered to
          the
          Securities Administrator within the applicable time frames set forth in
          this
          Agreement and the related Servicing Agreement: (i) an annual compliance
          statement for each Servicer, each Additional Servicer, the Master Servicer
          and
          the Securities Administrator (each, a “Reporting
          Servicer”)
          as
          described under Section 3.02(a), (ii)(A) the annual reports on assessment
          of
          compliance with servicing criteria for each Reporting Servicer, as described
          under Section 8.01(e) and Section 11.01(c), and (B) if each Reporting Servicer’s
          report on assessment of compliance with servicing criteria described under
          Section 8.01(e) and Section 11.01(c) identifies any material instance of
          noncompliance, disclosure identifying such instance of noncompliance, or
          if each
          Reporting Servicer’s report on assessment of compliance with servicing criteria
          described under Section 8.01(e) and Section 11.01(c) is not included as
          an
          exhibit to such Form 10-K, disclosure that such report is not included
          and an
          explanation why such report is not included, (iii)(A) the registered public
          accounting firm attestation report for each Reporting Servicer, as described
          under Section 8.01(f) and Section 11.01(d), and (B) if any registered public
          accounting firm attestation report described under Section 8.01(f) and
          Section
          11.01(d) identifies any material instance of noncompliance, disclosure
          identifying such instance of noncompliance, or if any such registered public
          accounting firm attestation report is not included as an exhibit to such
          Form
          10-K, disclosure that such report is not included and an explanation why
          such
          report is not included, and (iv) a Sarbanes-Oxley Certification as described
          in
          Section 3.02(f). Any disclosure or information in addition to the disclosure
          or
          information specified in items (i) through (iv) above that is required
          to be
          included on Form 10-K (“Additional
          Form 10-K Disclosure”)
          shall
          be determined and prepared by and at the direction of the Depositor pursuant
          to
          the following paragraph and the Securities Administrator shall have no
          duty or
          liability for any failure hereunder to determine or prepare any Additional
          Form
          10-K Disclosure, except as set forth in this Section 3.02(d). 

         


        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        


        As
          set
          forth on Exhibit M hereto, no later than March 1 of each year that the
          Trust is
          subject to the Exchange Act reporting requirements, commencing in 2008,
          (i)
          certain parties to the GSR Mortgage Loan Trust 2007-1F Mortgage Pass-Through
          Certificates, Series 2007-1F transaction shall be required to provide to
          the
          Securities Administrator and the Depositor, to the extent known, in
          EDGAR-compatible form, or in such other form as otherwise agreed upon by
          the
          Securities Administrator and such party, the form and substance of any
          Additional Form 10-K Disclosure, if applicable and (ii) the Depositor shall
          approve, as to form and substance, or disapprove, as the case may be, the
          inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor
          shall be responsible for any reasonable fees and expenses assessed or incurred
          by the Securities Administrator in connection with including any Additional
          Form
          10-K Disclosure on Form 10-K pursuant to this Section 3.02(d).

         

        After
          preparing the Form 10-K, the Securities Administrator shall forward
          electronically a draft copy of the Form 10-K to the Depositor for review.
          No
          later than 12:00 noon New York City time on the fourth Business Day prior
          to the
          10-K Filing Deadline, a senior officer of the Depositor shall sign the
          Form 10-K
          and return such signed Form 10-K to the Securities Administrator. If a
          Form 10-K
          cannot be filed on time or if a previously filed Form 10-K needs to be
          amended,
          the Securities Administrator will follow the procedures set forth in 3.02(e).
          Promptly (but no later than one Business Day) after filing with the Commission,
          the Securities Administrator will make available on its internet website
          located
          at (located at www.ctslink.com) a final executed copy of each Form 10-K
          prepared
          by the Securities Administrator. The parties to this Agreement acknowledge
          that
          the performance by the Securities Administrator of its duties under this
          Section
          3.02(d) related to the timely preparation and filing of Form 10-K is contingent
          upon such parties (and any Additional Servicer or Servicing Function
          Participant) strictly observing all applicable deadlines in the performance
          of
          their duties under this Section 3.02(d), Section 3.02(f), Section 3.02(a),
          Sections 8.01(e) and (f) and Sections 11.01(c) and (d). The Securities
          Administrator shall have no liability for any loss, expense, damage, claim
          arising out of or with respect to any failure to properly prepare and/or
          timely
          file such Form 10-K, where such failure results from the Securities
          Administrator’s inability or failure to receive on a timely basis, any
          information from any other party hereto needed to prepare, arrange for
          execution
          or file such Form 10-K, not resulting from its own negligence, bad faith
          or
          willful misconduct.

         

        Form
          10-K
          requires the registrant to indicate (by checking "yes" or "no") that it
          "(1) has
          filed all reports required to be filed by Section 13 or 15(d) of the Exchange
          Act during the preceding 12 months (or for such shorter period that the
          registrant was required to file such reports), and (2) has been subject
          to such
          filing requirements for the past 90 days."  The Depositor hereby represents
          to the Securities Administrator that the Depositor has filed all such required
          reports during the preceding 12 months and that it has been subject to
          such
          filing requirement for the past 90 days.  The Depositor shall notify the
          Securities Administrator in writing, no later than March 15th
          if the
          answer to the questions should be no.  The Securities Administrator shall
          be entitled to rely on such representations in preparing, executing and/or
          filing any such report.


        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        


        


        (e)
          Prior
          to January 30 of the first year in which the Securities Administrator is
          able to
          do so under applicable law, the Master Servicer shall sign and the Securities
          Administrator shall prepare and file a Form 15 relating to the automatic
          suspension of reporting in respect of the Trust under the Exchange Act.
          

         

        In
          the
          event that the Securities Administrator becomes aware that it will be unable
          to
          timely file with the Commission all or any required portion of any Form
          8-K,
          10-D or 10-K required to be filed by this Agreement because required disclosure
          information was either not delivered to it or delivered to it after the
          delivery
          deadlines set forth in this Agreement or for any other reason, the Securities
          Administrator will immediately notify the Depositor. In the case of Form
          10-D
          and 10-K, the parties to this Agreement will cooperate and cause such other
          Servicers or Servicing Function Participants, as applicable, to cooperate,
          to
          prepare and file a Form 12b-25 and a 10-D/A and 10-K/A as applicable, pursuant
          to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Securities
          Administrator will, upon receipt of all required Form 8-K Disclosure Information
          and upon the approval and direction of the Depositor, include such disclosure
          information on the next Form 10-D. In the event that any previously filed
          Form
          10-D or 10-K needs to be amended, the Securities Administrator shall notify
          the
          Depositor and prepare any necessary 10-D/A or 10-K/A. Any Form 15, Form
          12b-25
          or any amendment to Form 8-K or 10-D shall be signed by a duly authorized
          representative of the Master Servicer in charge of the master servicing
          function. Any amendment to Form 10-K shall be signed by the Depositor.
          The
          parties to this Agreement acknowledge that the performance by the Securities
          Administrator of its duties under this Section 3.02(e) related to the timely
          preparation and filing of Form 15, a Form 12b-25 or any amendment to Form
          8-K,
          10-D or 10-K is contingent upon each such party performing its duties under
          this
          Section. The Securities Administrator shall have no liability for any loss,
          expense, damage or claim arising out of or with respect to any failure
          to
          properly prepare and/or timely file any such Form 15, Form 12b-25 or any
          amendments to Forms 8-K, 10-D or 10-K, where such failure results from
          the
          Securities Administrator’s inability or failure to receive on a timely basis,
          any information from or on behalf of any other party hereto needed to prepare,
          arrange for execution or file such Form 15, Form 12b-25 or any amendments
          to
          Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith
          or
          willful misconduct.

         

        (f)
          Each
          Form 10-K shall include a Sarbanes-Oxley Certification, required to be
          included
          therewith pursuant to the Sarbanes-Oxley Act. Each Servicer, the Securities
          Administrator and the Master Servicer shall cause any Servicing Function
          Participant engaged by it to provide to the Person who signs the Sarbanes-Oxley
          Certification (the “Certifying
          Person”),
          by
          March 15 of each year in which the Trust is subject to the reporting
          requirements of the Exchange Act and otherwise within a reasonable period
          of
          time upon request, a certification (each, a “Back-Up
          Certification”),
          in
          the form attached hereto as Exhibit
          I,
          upon
          which the Certifying Person, the entity for which the Certifying Person
          acts as
          an officer, and such entity’s officers, directors and Affiliates (collectively
          with the Certifying Person, “Certification
          Parties”)
          can
          reasonably rely. The senior officer of the Depositor shall serve as the
          Certifying Person on behalf of the Trust. In the event the Master Servicer,
          the
          Securities Administrator, the Trustee or any Servicing Function Participant
          engaged by parties is terminated or resigns pursuant to the terms of this
          Agreement, or any applicable sub-servicing agreement, as the case may be,
          such
          party shall provide a Back-Up Certification to the Certifying Person pursuant
          to
          this Section 3.02(f) with respect to the period of time it was subject
          to this
          Agreement or any applicable sub-servicing agreement, as the case may
          be.

         


        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        


        The
          Master Servicer shall enforce any obligation of the Servicers, to the extent
          set
          forth in the related Servicing Agreement, to deliver to the Master Servicer
          a
          certification similar to the Back-Up Certification within the time frame
          set
          forth in, and in such form and substance as may be required pursuant to,
          the
          related Servicing Agreement. 

         

        (g)
          The
          Securities Administrator shall promptly file, and exercise its reasonable
          best
          efforts to obtain a favorable response to, no-action requests, or other
          appropriate exemptive relief with the Commission seeking the usual and
          customary
          exemption from such reporting requirements granted to issuers of securities
          similar to the Certificates if and to the extent the Depositor shall deem
          any
          such relief to be necessary or appropriate. Unless otherwise advised by
          the
          Depositor, the Securities Administrator shall assume that the Depositor
          is in
          compliance with the preceding sentence. In no event shall the Securities
          Administrator have any liability for the execution or content of any document
          required to be filed by the 1934 Act. The Depositor agrees to promptly
          furnish
          to the Securities Administrator, from time to time upon request, such further
          information, reports, and financial statements within its control related
          to the
          Trust Agreement and the Mortgage Loans as the Depositor reasonably deems
          appropriate to prepare and file all necessary reports with the
          Commission.

         

        Section
          3.03 Securities
          Administrator to Cooperate; Release of Mortgage Files.

         

        The
          Trustee, shall, if requested by any Servicer, execute a power of attorney
          pursuant to which such Servicer, on behalf of the Trustee, shall authorize,
          make, constitute and appoint designated officers of such Servicer with
          full
          power to execute in the name of the Trustee (without recourse, representation
          or
          warranty) any deed of reconveyance, any substitution of trustee documents
          or any
          other document to release, satisfy, cancel or discharge any Mortgage or
          Mortgage
          Loan serviced by such Servicer upon its payment in full or other liquidation;
          provided, however, that such power of appointment shall be limited to the
          powers
          limited above; and provided, further, that such Servicer shall promptly
          forward
          to the Trustee for its files copies of all documents executed pursuant
          to such
          power of appointment.

         


        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        


        Pursuant
          to the Custodial Agreement, any Servicer may submit a Request for Release
          to
          have delivered to it the related Trustee Mortgage Loan File and a release
          of the
          Mortgaged Premises from the lien of the Mortgage. No expenses incurred
          in
          connection with any instrument of satisfaction or deed of reconveyance
          shall be
          chargeable to a Collection Account, the Master Servicer Account or the
          Certificate Account.

         

        Upon
          receipt of any other Request for Release for purposes of servicing a Mortgage
          Loan, including but not limited to, collection under any Insurance Policy, title
          insurance policy, primary mortgage insurance policy, flood insurance policy
          or
          hazard insurance policy or to effect a partial release of any Mortgaged
          Premises
          from the lien of the Mortgage, the Securities Administrator, on behalf
          of the
          Trustee, within five Business Days of receipt of such Request for Release,
          shall
          release, or shall cause the related Servicer to cause the applicable Custodian
          to release, the related Trustee Mortgage Loan File to such Servicer. Upon
          receipt of an Officer’s Certificate of the Servicer stating that such Mortgage
          Loan was liquidated and that all amounts received or to be received in
          connection with such liquidation which are required to be deposited into
          the
          Collection Account or the Certificate Account have been so deposited, or
          that
          such Mortgage Loan has become an REO Property, the related Trustee Mortgage
          Loan
          File shall be released by the Trustee (or the applicable Custodian) to
          such
          Servicer.

         

        Any
          Servicer may execute a written certification to have delivered to it, pursuant
          to the Custodial Agreement, court pleadings, requests for trustee’s sale or
          other documents necessary to the foreclosure or trustee’s sale in respect of a
          Mortgaged Premises or to any legal action brought to obtain judgment against
          any
          Borrower on the Note or Mortgage or to obtain a deficiency judgment, or
          to
          enforce any other remedies or rights provided by the Note or Mortgage or
          otherwise available at law or in equity.

         

        Section
          3.04 Amendments
          to Servicing Agreement.

         

        Each
          Servicing Agreement may be amended or supplemented from time to time by
          the
          related Servicer, the Master Servicer, the Securities Administrator and
          the
          Trustee without the consent of any of the Certificateholders to (a) cure
          any ambiguity, (b) correct or supplement any provisions therein which may
          be inconsistent with any other provisions therein, (c) modify, eliminate or
          add to any of its provisions to such extent as shall be necessary or appropriate
          to maintain the qualification of the Trust (or certain assets thereof)
          as one or
          more REMICs, at all times that any Certificates are outstanding or (d) make
          any other provisions with respect to matters or questions arising under
          such
          Servicing Agreement or matters arising with respect to the servicing of
          the
          Mortgage Loans which are not covered by such Servicing Agreement which
          shall not
          be inconsistent with the provisions of such Servicing Agreement, provided
          that
          such action shall not adversely affect in any material respect the interests
          of
          any Certificateholder. Any such amendment or supplement shall be deemed
          not to
          adversely affect in any material respect any Certificateholder if there
          is
          delivered to the Trustee and the Securities Administrator written notification
          from each Rating Agency that rated the applicable Certificates to the effect
          that such amendment or supplement will not cause that Rating Agency to
          reduce or
          qualify the then current rating assigned to such Certificates, as well
          as an
          Opinion of Counsel (at the expense of the applicable Servicer) that such
          amendment or supplement will not result in the loss by the Trust or the
          assets
          thereof of REMIC status or result in the imposition of any taxes on the
          Trust or
          any REMIC.

         


        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        


        Each
          Servicing Agreement may also be amended from time to time by the related
          Servicer, the Master Servicer, the Securities Administrator and the Trustee
          with
          the consent of the Holders of Certificates entitled to at least 66% of
          the
          Voting Rights for the purpose of adding any provisions to or changing in
          any
          manner or eliminating any of the provisions of such Servicing Agreement
          or of
          modifying in any manner the rights of the Holders of Certificates; provided,
          however,
          that no
          such amendment shall (A) reduce in any manner the amount of, or delay the
          timing of, payments received on Mortgage Loans which are required to be
          distributed on any Certificate without the consent of the Holder of such
          Certificate, (B) adversely affect in any material respect the interests of
          the Holders of any Class of Certificates, or (C) reduce the aforesaid
          percentage of Certificates the Holders of which are required to consent
          to any
          such amendment, unless each Holder of a Certificate affected by such amendment
          consents. For purposes of the giving or withholding of consents pursuant
          to this
          Section 3.04, Certificates registered in the name of the Depositor or an
          Affiliate thereof shall be entitled to Voting Rights with respect to matters
          affecting such Certificates.

         

        Upon
          delivery of a written request to the Trustee, the Securities Administrator
          and/or the Master Servicer together with a certification from the related
          Servicer that any such amendment or supplement is permitted hereby, the
          Securities Administrator and Trustee shall join in any such amendment or
          supplement.

         

        Promptly
          after the execution of any such amendment the Securities Administrator
          shall
          notify each Certificateholder and the Master Servicer of such amendment
          and,
          upon written request, shall furnish a copy of such amendment to each
          Certificateholder.

         

        It
          shall
          not be necessary for the consent of Certificateholders under this
          Section 3.04 to approve the particular form of any proposed amendment, but
          it shall be sufficient if such consent shall approve the substance thereof.
          The
          manner of obtaining such consents and of evidencing the authorization of
          the
          execution thereof by Certificateholders shall be subject to such reasonable
          regulations as the Securities Administrator may prescribe. Prior to consenting
          to any amendment pursuant to this Section 3.04, the Trustee, the Securities
          Administrator and the Master Servicer shall be entitled to receive an Opinion
          of
          Counsel (at the expense of the applicable Servicer) that such amendment
          is
          authorized and permitted pursuant to the terms of this Trust Agreement
          and the
          applicable Servicing Agreement.

         

        Section
          3.05 Monthly
          Advances by Master Servicer or Trustee.

         

        (a)
          Under
          the terms of each Servicing Agreement, on the Business Day prior to each
          Servicer Remittance Date, the related Servicer is obligated to make a Monthly
          Advance with respect to any delinquencies as of the related Distribution
          Date,
          unless such Servicer furnishes to the Master Servicer, an Officer’s Certificate
          evidencing the determination by such Servicer, in its reasonable judgment,
          that
          such Monthly Advance would be non-recoverable from Liquidation Proceeds,
          Condemnation Proceeds, Insurance Proceeds or otherwise with respect to
          such
          Mortgage Loan (a “Non-Recoverability
          Certificate”).
          If
          (i) a Servicer reports a delinquency on a Remittance Report, and
          (ii) such Servicer, by 11:00 a.m. (New York Time) on the related
          Distribution Date, neither makes a Monthly Advance nor provides the Securities
          Administrator and the Master Servicer or Trustee, as applicable, with a
          Non-Recoverability Certificate with respect to such delinquency, then subject
          to
          paragraph (b) below, the Master Servicer shall deposit, from its own funds,
          on the Master Servicer Remittance Date, the amount of such Monthly Advance
          not
          made by the Servicer into the Certificate Account for distribution to
          Certificateholders as provided in the Trust Agreement. If the Master Servicer
          fails to make a Monthly Advance as required by the preceding sentence,
          then the
          Securities Administrator shall notify the Trustee of such failure, and
          the
          Trustee (as successor to the Master Servicer pursuant to Section 8.06)
          shall
          deposit, from its own funds, on the Distribution Date, the amount of such
          Monthly Advance into the Certificate Account. Notwithstanding the foregoing,
          if
          either the Master Servicer or the Trustee (as successor to the Master Servicer
          pursuant to Section 8.06), in their reasonable judgment, determine that
          such
          Monthly Advance would be non-recoverable from Liquidation Proceeds, Condemnation
          Proceeds, Insurance Proceeds or otherwise with respect to such Mortgage
          Loan,
          then neither the Master Servicer nor the Trustee, as applicable, shall
          be
          obligated to make such Monthly Advance.

         


        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        


        (b)
          Each
          Servicer is obligated under the applicable Servicing Agreement to remit
          to the
          Master Servicer the required remittance on each Servicer Remittance Date.
          If
          (i) a Servicer fails to remit such remittance on any Servicer Remittance
          Date and (ii) such failure is not cured by 11 a.m. (New York Time) on the
          related Master Servicer Remittance Date, then, to the extent permitted
          by the
          related Servicing Agreement, the Master Servicer shall withdraw the amount
          of
          such required remittance from such Collection Account, to the extent that
          such
          amount is on deposit in such Collection Account, and shall deposit such
          amount
          in the Certificate Account.

         

        (c)
          All
          Monthly Advances (together with, in the case of the Master Servicer and
          the
          Trustee, interest thereon at a rate equal to the prevailing Prime Rate
          plus
          2.0%)
          shall be reimbursable to the related Servicer, the Master Servicer or the
          Trustee, as the case may be, on a first priority basis from deposits to
          the
          Collection Account of late collections, Insurance Proceeds, Liquidation
          Proceeds
          and Condemnation Proceeds from the related Mortgage Loan as to which a
          Monthly
          Advance has been made. The Master Servicer or the Trustee’s right to
          reimbursement as provided in this paragraph (c) shall not negate its
          obligation to continue to make Monthly Advances as provided in
          paragraph (a) of this Section 3.05. To the extent Monthly Advances are
          not recoverable as set forth in the first sentence of this paragraph (c),
          the Master Servicer or the Trustee, as the case may be, shall be entitled
          to
          recover such Monthly Advances as provided in Section 3.01(b).

         


        
          
            
            

          

          
            46

            
              

            

          

          
            
            

          

        


        (d)
          To
          the extent that any Servicer is required to pay penalty interest pursuant
          to the
          related Servicing Agreement, and the Master Servicer or the Trustee makes
          any
          Monthly Advance, the Master Servicer or the Trustee, as applicable, in
          its
          individual capacity shall be entitled to retain such penalty
          interest.

         

        Section
          3.06 Enforcement
          of Servicing Agreement.

         

        Subject
          to Article VIII hereof, the Master Servicer agrees to comply with the terms
          of each Servicing Agreement and to enforce the terms and provisions thereof
          against the related Servicer for the benefit of the
          Certificateholders.

         

        ARTICLE
          IV


         

        REPORTING/REMITTING
          TO CERTIFICATEHOLDERS

         

        Section
          4.01 Statements
          to Certificateholders.

         

        (a)
          Distribution
          Date Statement.
          On each
          Distribution Date, the Securities Administrator shall prepare a statement
          as to
          such distribution (the “Distribution
          Statement”),
          based
          solely on information provided by the Servicers in the related Remittance
          Reports, and on each Distribution Date, such statement will be made available
          at
          a website located at www.ctslink.com to the Depositor, any Interest Rate
          Cap
          Counterparty and each Certificateholder, setting forth:

         

        (i)
          the
          class factor for each Class of Certificates;

         

        (ii)
          the
          aggregate Scheduled Principal Balance of each Pool and/or Group of Mortgage
          Loans;

         

        (iii)
          the
          Available Distribution Amount, the Aggregate Principal Distribution Amount
          and
          the Principal Prepayment Amount for such Distribution Date;

         

        (iv)
          a
          statement as to whether any exchanges of Exchangeable Certificates have
          take
          place since the preceding Distribution Date, and, if applicable, the names,
          certificate balances, including notional balances, pas-through rates, and
          any
          interest and principal paid, including any shortfalls allocated, of any
          classes
          of Certificates that were received by the Certificateholder as a result
          of such
          exchange;

         


        
          
            
            

          

          
            47

            
              

            

          

          
            
            

          

        


        (v)
          the
          amount of such distribution to the Holders of Certificates of such Class
          to be
          applied to reduce the Certificate Balance thereof, separately identifying
          the
          amounts, if any, of any Payoffs, Principal Prepayments made by the Mortgagor,
          Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds;

         

        (vi)
          the
          amount of such distribution to the Holders of Certificates of such Class
          allocable to interest, and the Certificate Rate applicable to each Class
          (separately identifying (A) the amount of such interest accrued during the
          calendar month preceding the month of such Distribution Date, and (B) the
          amount of interest from previous calendar months;

         

        (vii)
          the
          aggregate amount of the Servicing Fees and the Master Servicing Fee paid
          as
          required under the Servicing Agreements and the Trust Agreement and any
          other
          fees or expenses paid out of the Available Distribution Amount for such
          Distribution Date as permitted hereunder;

         

        (viii)
          if
          applicable, the aggregate amount of outstanding Monthly Advances included
          in
          such distribution, the aggregate amount of Monthly Advances reimbursed
          during
          the calendar month preceding the Distribution Date (including such amounts
          reimbursed to the Master Servicer or Trustee) and the aggregate amount
          of
          unreimbursed Monthly Advances at the close of business on such Distribution
          Date;

         

        (ix)
          LIBOR for such Distribution Date

         

        (x)
          the
          Certificate Rate for each Class of Certificates for such Distribution
          Date;

         

        (xi)
          the
          amount of any Basis Risk Shortfalls on any Floating Rate Certificates that
          have
          the benefit of an Interest Rate Cap Agreement;

         

        (xii)
          the
          amount of any Interest Rate Cap Amounts on any such Certificates referenced
          in
          clause (xii) above

         

        (xiii)
          the amounts, if any, deposited into any Basis Risk Reserve Fund on such
          Distribution Date, and the balance of each Basis Risk Reserve Fund, after
          such
          deposits, on such Distribution Date;

         

        (xiv)
          the
          number and aggregate Scheduled Principal Balance of the Mortgage Loans
          outstanding as of the last Business Day of the calendar month preceding
          such
          Distribution Date;

         

        (xv)
          the
          number and aggregate Scheduled Principal Balance of Mortgage Loans as reported
          to the Securities Administrator by the Servicer, (A) that are current, 30
          days contractually delinquent, 60 days contractually delinquent, 90 days
          contractually delinquent or 120 days or more contractually delinquent (each
          to
          be calculated using the Mortgage Bankers Association (MBA) method), (B) as
          to which foreclosure proceedings have been commenced, (C) as to which the
          Mortgagor is subject to a bankruptcy proceeding and (D) secured by REO
          Properties;

         


        
          
            
            

          

          
            48

            
              

            

          

          
            
            

          

        


        (xvi)
          with respect to any mortgaged property acquired on behalf of Certificateholders
          through foreclosure or deed in lieu of foreclosure during the preceding
          calendar
          month, the Scheduled Principal Balance of the related Mortgage Loan as
          of the
          last Business Day of the calendar month preceding the Distribution
          Date;

         

        (xvii)
          the aggregate Certificate Balance of each Class of Certificates (and, in
          the
          case of any Certificate with no Certificate Balance, the notional amount
          of such
          Class) after giving effect to the distribution to be made on such Distribution
          Date, and separately identifying any reduction thereof on account of Realized
          Losses;

         

        (xviii)
          the aggregate amount of (A) Payoffs and Principal Prepayments made by
          Mortgagors, (B) Liquidation Proceeds, Condemnation Proceeds and Insurance
          Proceeds, and (C) Realized Losses incurred during the related Prepayment
          Period;

         

        (xix)
          the
          aggregate amount of any Mortgage Loan that has been repurchased from the
          Trust;

         

        (xx)
          the
          aggregate Shortfall, if any, allocated to each Class of Certificates at
          the
          close of business on such Distribution Date;

         

        (xxi)
          the
          Certificate Rate for each Class of Certificates applicable to such Distribution
          Date; and

         

        (xxii)
          the Senior Collateral Group Percentages, the Senior Prepayment Percentages,
          the
          Subordinate Percentages and the Subordinate Prepayment Percentages, if
          any, for
          such Distribution Date. 

         

        In
          the
          case of information furnished pursuant to clauses (i) through (iii) above,
          the amounts shall be expressed, with respect to any Certificate, as a dollar
          amount per $1,000 denomination; provided,
          however,
          that if
          any Class of Certificates does not have a Certificate Balance, then the
          amounts
          shall be expressed as a dollar amount per 10% Percentage Interest.

         

        In
          addition to the Distribution Statement that includes the information listed
          above, the Securities Administrator shall prepare and file a statement
          including
          such
          other information as is required by Form 10-D, including, but not limited
          to,
          the information required by Item 1121 (§229.1121) of Regulation AB.

         

        In
          addition to the Distribution Statement specified above, the Securities
          Administrator shall prepare and make available to each Certificateholder
          (with
          respect to clauses (i) and (ii) below) and each Holder of a Residual Certificate
          (with respect to clauses (iii) and (iv) below), if any, on each Distribution
          Date a statement setting forth: (i) in the case of a Trust with respect
          to which
          one or more REMIC elections have been or will be made, any reports required
          to
          be provided to Holders by the REMIC Provisions; (ii) such other customary
          information as the Securities Administrator deems necessary or desirable,
          or
          which a Certificateholder reasonably requests, to enable Certificateholders
          to
          prepare their tax returns; (iii) the amounts actually distributed with
          respect
          to the Residual Certificates of such Class on such Distribution Date; and
          (iv)
          the aggregate Certificate Balance, if any, of the Residual Certificates
          of such
          Class after giving effect to any distribution made on such Distribution
          Date,
          separately identifying the amount of Realized Losses allocated to such
          Residual
          Certificates of such Class on such Distribution Date.

         


        
          
            
            

          

          
            49

            
              

            

          

          
            
            

          

        


        Within
          a
          reasonable period of time after the end of each calendar year, the Securities
          Administrator shall prepare and furnish a statement, containing the information
          set forth in clauses (i) through (iv) above (based on information provided
          by the Master Servicer), to each Person who at any time during the calendar
          year
          was a Holder that requests such statement, aggregated for such calendar
          year or
          portion thereof during which such Person was a Certificateholder. Such
          obligation of the Securities Administrator shall be deemed to have been
          satisfied to the extent that substantially comparable information shall
          be
          provided by the Master Servicer or the Securities Administrator pursuant
          to any
          requirements of the Code as from time to time are in force.

         

        Within
          a
          reasonable period of time after the end of each calendar year, the Securities
          Administrator shall prepare and shall furnish to each Person who at any
          time
          during the calendar year was a Holder of a Residual Certificate a statement,
          upon request, containing the information provided pursuant to the second
          preceding paragraph aggregated for such calendar year thereof during which
          such Person was a Certificateholder. Such obligation of the Securities
          Administrator shall be deemed to have been satisfied to the extent that
          substantially comparable information shall be provided by the Securities
          Administrator pursuant to any requirements of the Code as from time to
          time are
          in force.

         

        Section
          4.02 Remittance
          Reports and other Reports from the Servicers.

         

        To
          the
          extent received from any Servicer and the Master Servicer, the Securities
          Administrator shall make the information in each Remittance Report available
          to
          the Depositor, the Trustee, or any Certificateholder upon written request
          therefor. In addition, upon written request from the Depositor, the Trustee,
          the
          Securities Administrator or any Certificateholder (such party, the “Requesting
          Party”),
          the
          Securities Administrator shall use commercially reasonable efforts to obtain
          from each Servicer and subsequently provide to the Requesting Party any
          other
          reports or information that may be obtained by the Securities Administrator
          from
          any Servicer pursuant to the related Servicing Agreement; provided, however,
          that if the Securities Administrator incurs costs pursuant to the Servicing
          Agreement with respect to any particular request, the Securities Administrator
          shall be entitled to reimbursement from the Requesting Party for such costs,
          together with any other reasonable costs incurred by it for obtaining or
          delivering the reports or information specified by such request. Upon the
          request of the Depositor, if permitted pursuant to a Sale and Servicing
          Agreement, the Master Servicer shall request, on an annual basis beginning
          one
          year after the Closing Date, copies of the related Servicer’s internal quality
          control reports (it being understood that the Master Servicer shall have
          no
          responsibility for, or be deemed to have, constructive notice of any information
          contained therein or determinable therefrom). Neither the Master Servicer,
          the
          Securities Administrator nor any agent of the Securities Administrator
          shall be
          under any duty to recalculate, verify or recompute the information provided
          to
          it under any Servicing Agreement by the applicable Servicer.

         


        
          
            
            

          

          
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        Section
          4.03 Compliance
          with Withholding Requirements.

         

        Notwithstanding
          any other provisions of the Trust Agreement, the Securities Administrator
          shall
          comply with all federal withholding requirements respecting payments of
          interest
          or principal to the extent of accrued original issue discount on Certificates
          to
          each Holder of such Certificates who (a) is not a “United States person,”
within the meaning of Code Section 7701(a)(30), (b) fails to furnish
          its TIN to the Securities Administrator, (c) furnishes the Securities
          Administrator an incorrect TIN, (d) fails to report properly interest and
          dividends, (e) under certain circumstances, fails to provide the Securities
          Administrator or the Certificateholder’s securities broker with a certified
          statement, signed under penalties of perjury, that the TIN provided by
          such
          Certificateholder to the Securities Administrator or such broker is correct
          and
          that the Certificateholder is not subject to backup withholding or
          (f) otherwise fails to satisfy any applicable certification requirements
          relating to the withholding tax. The consent of such a Certificateholder
          shall
          not be required for such withholding. In the event the Securities Administrator,
          on behalf of the Trustee, does withhold the amount of any otherwise required
          distribution from interest payments on the Mortgage Loans (including principal
          payments to the extent of accrued original issue discount) or Monthly Advances
          thereof to any Certificateholder pursuant to federal withholding requirements,
          the Securities Administrator shall indicate with any payments to such
          Certificateholders the amount withheld. In addition, if any United States
          federal income tax is due at the time a Non-U.S. Person transfers a Residual
          Certificate, the Securities Administrator, on behalf of the Trustee, or
          other
          Withholding Agent may (1) withhold an amount equal to the taxes due upon
          disposition of such Residual Certificate from future distributions made
          with
          respect to such Residual Certificate to the transferee thereof (after giving
          effect to the withholding of taxes imposed on such transferee), and (2) pay
          the withheld amount to the Internal Revenue Service unless satisfactory
          written
          evidence of payment by the transferor of the taxes due has been provided
          to the
          Securities Administrator or such Withholding Agent. Moreover, Securities
          Administrator, on behalf of the Trustee, or other Withholding Agent may
          (1) hold distributions on a Residual Certificate, without interest, pending
          determination of amounts to be withheld, (2) withhold other amounts, if
          any, required to be withheld pursuant to United States federal income tax
          law
          from distributions that otherwise would be made to such transferee on each
          Residual Certificate that it holds, and (3) pay to the Internal Revenue
          Service all such amounts withheld.

         

        Section
          4.04 Reports
          of Certificate Balances to The Depository Trust Company.

         

        If
          and
          for so long as any Certificate is held by The Depository Trust Company,
          on each
          Distribution Date, the Securities Administrator shall give notice to The
          Depository Trust Company (and shall promptly thereafter confirm in writing)
          the
          following: (a) the amount to be reported pursuant to clause (c) and
          (d) of each statement provided to Holders of Certificates pursuant to
          Section 4.01 in respect of the next succeeding distribution, (b) the
          Record Date for such distribution, (c) the Distribution Date for such
          distribution and (d) the aggregate Certificate Balance of each Class of
          Certificates to be reported pursuant to clause (i) of the first
          paragraph of Section 4.01 in such month.

         


        
          
            
            

          

          
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        Section
          4.05 Preparation
          of Regulatory Reports.

         

        Notwithstanding
          any other provision of this Agreement, the Securities Administrator has
          not
          assumed, and shall not by its performance hereunder be deemed to have assumed,
          any of the duties or obligations of the Depositor or any other Person with
          respect to (a) the registration of the Certificates pursuant to the
          Securities Act, (b) the issuance or sale of the Certificates, or
          (c) compliance with the provisions of the Securities Act, the Exchange Act,
          or any offering circular, applicable federal or state securities or other
          laws
          including, without limitation, any requirement to update the registration
          statement or prospectus relating to the Certificates in order to render
          the same
          not materially misleading to investors.

         

        Section
          4.06 Management
          and Disposition of REO Property.

         

        The
          Master Servicer shall enforce the obligation of each Servicer under any
          Servicing Agreement to dispose of any REO Property acquired by such Servicer
          on
          behalf of the Trust before the end of the third calendar year following
          the
          calendar year in which the related REO Property was acquired; provided
          that the
          Master Servicer shall waive such requirement if the Master Servicer, the
          Trustee
          and the Securities Administrator (a) receive an Opinion of Counsel
          (obtained at the expense of the party requesting such Opinion of Counsel)
          indicating that, under then-current law, the REMIC may hold such REO Property
          for a period longer than three years without threatening the REMIC status
          of any
          related REMIC or causing the imposition of a tax upon any such REMIC or
          (b) such Servicer applies for and is granted an extension of such three
          year period pursuant to Code Sections 860G(a)(8) and 856(e)(3) (the
          applicable period provided pursuant to such Opinion of Counsel or such
          Code
          Section being referred to herein as an “Extended
          Holding Period”).
          In
          that event, the Master Servicer shall direct such Servicer to sell any
          REO
          Property remaining after such date in an auction before the end of the
          Extended
          Holding Period.

         

        ARTICLE
          V


         

        THE
          INTERESTS AND THE SECURITIES

         

        Section
          5.01 REMIC
          Interests.

         

        The
          Trust
          Agreement will set forth the terms of the Regular Interests and Residual
          Interest of each REMIC. Unless otherwise specified in the Trust Agreement,
          (a) the Regular Interests in each REMIC will be “regular interests” for
          purposes of the REMIC Provisions; (b) the Trustee will be the owner of the
          Regular Interests in any REMIC held by another REMIC formed pursuant to
          the
          terms of the Trust Agreement, and such Regular Interests may not be transferred
          to any person other than a successor trustee appointed pursuant to
          Section 8.07 hereof unless the party desiring the transfer obtains a
          Special Tax Opinion; and (c) such Regular Interests will be represented by
          the respective Interests.

         

        Section
          5.02 The
          Certificates.

         

        The
          Certificates shall be designated in the Trust Agreement. The Certificates
          in the
          aggregate will represent the entire beneficial ownership interest in the
          Trust
          Estate. On the Closing Date, the aggregate Certificate Balance of the
          Certificates will equal the aggregate Scheduled Principal Balance of the
          Mortgage Loans as of the Cut-off Date. The Certificates will be substantially
          in
          the forms annexed to the Trust Agreement. Unless otherwise provided in
          the Trust
          Agreement, the Certificates of each Class will be issuable in registered
          form,
          in denominations of authorized Percentage Interests as described in the
          definition thereof. Each Certificate will share ratably in all rights of
          the
          related Class.

         


        
          
            
            

          

          
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        Upon
          original issue, the Certificates shall be executed by the Trustee and delivered
          by the Securities Administrator and the Securities Administrator shall
          cause the
          Certificates to be authenticated by the Certificate Registrar to or upon
          the
          order of the Depositor upon receipt by the Trustee of the documents specified
          in
          Section 2.01. The Certificates shall be executed and attested by manual or
          facsimile signature on behalf of the Trustee by an authorized Officer under
          its
          seal imprinted thereon. Certificates bearing the manual or facsimile signatures
          of individuals who were at any time the proper Officers of the Trustee
          shall
          bind the Trustee, notwithstanding that such individuals or any of them
          have
          ceased to hold such offices prior to the authentication and delivery of
          such
          Certificates or did not hold such offices at the date of such Certificates.
          No
          Certificate shall be entitled to any benefit under this Agreement or be
          valid
          for any purpose, unless there appears on such Certificate a certificate
          of
          authentication substantially in the form provided in the Trust Agreement
          executed by the Certificate Registrar by manual signature, and such certificate
          of authentication shall be conclusive evidence, and the only evidence,
          that such
          Certificate has been duly authenticated and delivered hereunder. All
          Certificates shall be dated the date of their execution.

         

        Section
          5.03 Book-Entry
          Certificates.

         

        (a)
          The
          Book-Entry Certificates will be represented initially by one or more
          certificates registered in the name designated by the Clearing Agency.
          The
          Depositor and the Securities Administrator may for all intents and purposes
          (including the making of payments on the Book-Entry Certificates) deal
          with the
          Clearing Agency as the authorized representative of the Beneficial Owners
          of the
          Book-Entry Certificates for as long as those Certificates are registered
          in the
          name of the Clearing Agency. The rights of Beneficial Owners of the Book-Entry
          Certificates shall be limited by law to those established by law and agreements
          between such Beneficial Owners and the Clearing Agency and Clearing Agency
          Participants. The Beneficial Owners of the Book-Entry Certificates shall
          not be
          entitled to certificates for the Book-Entry Certificates as to which they
          are
          the Beneficial Owners, except as provided in subsection (c) below. Requests
          and
          directions from, and votes of, the Clearing Agency, as Holder, shall not
          be
          deemed to be inconsistent if they are made with respect to different Beneficial
          Owners. Without the consent of the Depositor, the Trustee and the Securities
          Administrator, a Book-Entry Certificate may not be transferred by the Clearing
          Agency except to another Clearing Agency that agrees to hold the Book-Entry
          Certificate for the account of the respective Clearing Agency Participants
          and
          Beneficial Owners.

         


        
          
            
            

          

          
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        (b)
          Neither the Depositor, the Trustee nor the Securities Administrator will
          have
          any liability for any aspect of the records relating to or payment made
          on
          account of Beneficial Owners of the Book-Entry Certificates held by the
          Clearing
          Agency, for monitoring or restricting any transfer of beneficial ownership
          in a
          Book-Entry Certificate or for maintaining, supervising or reviewing any
          records
          relating to such Beneficial Owners.

         

        (c)
          A
          Book-Entry Certificate will be registered in fully registered, certificated
          form
          to Beneficial Owners of Book-Entry Certificates or their nominees, rather
          than
          to the Clearing Agency or its nominee, if (a) the Depositor advises the
          Securities Administrator and Trustee in writing that the Clearing Agency
          is no
          longer willing or able to discharge properly its responsibilities as depository
          with respect to the Book-Entry Certificates, and the Depositor is unable
          to
          locate a qualified successor within 30 days, (b) the Depositor, at its
          option, elects to terminate the book-entry system operating through the
          Clearing
          Agency or (c) after the occurrence of an Event of Default, Beneficial
          Owners representing at least a majority of the aggregate outstanding Certificate
          Balance of the Book-Entry Certificates advise the Clearing Agency in writing
          that the continuation of a book-entry system through the Clearing Agency
          is no
          longer in the best interests of the Beneficial Owners. Upon the occurrence
          of
          any such event, the Securities Administrator shall notify the Clearing
          Agency,
          which in turn will notify all Beneficial Owners of Book-Entry Certificates
          through Clearing Agency Participants, of the availability of certificated
          Certificates. Upon surrender by the Clearing Agency or the Book-Entry Custodian
          of the certificates representing the Book-Entry Certificates and receipt
          of
          instructions for re-registration, the Securities Administrator will reissue
          the
          Book-Entry Certificates as certificated Certificates to the Beneficial
          Owners
          identified in writing by the Clearing Agency. Neither the Depositor, the
          Trustee
          nor the Securities Administrator shall be liable for any delay in the delivery
          of such instructions and may rely conclusively on, and shall be protected
          in
          relying on, such instructions. Such certificated Certificates shall not
          constitute Book-Entry Certificates. All reasonable costs associated with
          the
          preparation and delivery of certificated Certificates shall be borne by
          the
          Trust.

         

        (d)
          The
          Securities Administrator is hereby initially appointed as Book-Entry Custodian
          with respect to the Book-Entry Certificates, and hereby agrees to act as
          such in
          accordance herewith and in accordance with the agreement that it has with
          the
          Clearing Agency authorizing it to act as such (it being understood that
          should
          any conflict arise between the provisions hereof and the provisions of
          the
          agreement between the Securities Administrator and the Clearing Agency,
          the
          agreement with the Clearing Agency will control). The Book-Entry Custodian
          may,
          and, if it is no longer qualified to act as such, the Book-Entry Custodian
          shall, appoint, by a written instrument delivered to the Depositor and,
          if the
          Securities Administrator is not the Book-Entry Custodian, the Securities
          Administrator, any other transfer agent (including the Clearing Agency
          or any
          successor Clearing Agency) to act as Book-Entry Custodian under such conditions
          as the predecessor Book-Entry Custodian and the Clearing Agency or any
          successor
          Clearing Agency may prescribe; provided
          that the
          predecessor Book-Entry Custodian shall not be relieved of any of its duties
          or
          responsibilities by reason of such appointment of other than the Clearing
          Agency. If the Securities Administrator resigns or is removed in accordance
          with
          the terms hereof, the successor securities administrator, or, if it so
          elects,
          the Clearing Agency shall immediately succeed to its predecessor’s duties as
          Book-Entry Custodian. The Depositor shall have the right to inspect, and
          to
          obtain copies of, any Certificates held as Book-Entry Certificates by the
          Book-Entry Custodian.

         


        
          
            
            

          

          
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        Section
          5.04 Registration
          of Transfer and Exchange of Certificates.

         

        The
          Securities Administrator shall cause to be kept at its Corporate Trust
          Office a
          Certificate Register in which, subject to such reasonable regulations as
          it may
          prescribe, the Securities Administrator shall provide for the registration
          of
          Certificates and of transfers and exchanges of Certificates as herein provided.
          The Securities Administrator will initially serve as Certificate Registrar
          for
          the purpose of registering Certificates and transfers and exchanges of
          Certificates as herein provided. The Securities Administrator may appoint
          any
          other Person to act as Certificate Registrar hereunder.

         

        Subject
          to Section 5.05, upon surrender for registration of transfer of any
          Certificate at the Corporate Trust Office of the Securities Administrator
          or at
          any other office or agency of the Securities Administrator maintained for
          such
          purpose, the Securities Administrator shall execute and the Certificate
          Registrar shall authenticate and deliver, in the name of the designated
          transferee or transferees, one or more new Certificates of the same Class
          of a
          like aggregate Percentage Interest.

         

        At
          the
          option of the Certificateholders, each Certificate may be exchanged for
          other
          Certificates of the same Class with the same and authorized denominations
          and a
          like aggregate Percentage Interest, upon surrender of such Certificate
          to be
          exchanged at any such office or agency. Whenever any Certificates are so
          surrendered for exchange, the Securities Administrator shall execute and
          cause
          the Certificate Registrar to authenticate and deliver the Certificates
          which the
          Certificateholder making the exchange is entitled to receive. Every Certificate
          presented or surrendered for transfer or exchange shall (if so required
          by the
          Securities Administrator) be duly endorsed by, or be accompanied by a written
          instrument of transfer in the form satisfactory to the Securities Administrator
          duly executed by, the Holder thereof or his attorney duly authorized in
          writing.

         

        No
          service charge to the Certificateholders shall be made for any transfer
          or
          exchange of Certificates (except as provided in the Exchange Agreement),
          but the
          Securities Administrator may require payment of a sum sufficient to cover
          any
          tax or governmental charge that may be imposed in connection with any transfer
          or exchange of Certificates.

         


        
          
            
            

          

          
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        All
          Certificates surrendered for transfer and exchange shall be destroyed by
          the
          Certificate Registrar.

         

        The
          Securities Administrator will cause the Certificate Registrar (unless the
          Securities Administrator is acting as Certificate Registrar) to provide
          notice
          to the Securities Administrator of each transfer of a Certificate, and
          the
          Certificate Registrar will provide the Securities Administrator with an
          updated
          copy of the Certificate Register on January 1 and July 1 of each
          year.

         

        Section
          5.05 Restrictions
          on Transfer.

         

        (a)
          No
          transfer of any Private Certificate shall be made unless that transfer
          is made
          pursuant to an effective registration statement under the Securities Act
          and
          effective registration or qualification under applicable state securities
          laws,
          or is made in a transaction that does not require such registration or
          qualification. Any Holder of a Private Certificate shall, and, by acceptance
          of
          such Private Certificate, does agree to, indemnify the Depositor, the
          Certificate Registrar and the Securities Administrator against any liability
          that may result if any transfer of such Certificates by such Holder is
          not
          exempt from registration under the Securities Act and all applicable state
          securities laws or is not made in accordance with such federal and state
          laws.
          Neither the Depositor, the Certificate Registrar nor the Securities
          Administrator is obligated to register or qualify any Private Certificate
          under
          the Securities Act or any other securities law or to take any action not
          otherwise required under this Agreement to permit the transfer of such
          Certificates without such registration or qualification. Neither the Certificate
          Registrar nor the Securities Administrator shall register any transfer
          of a
          Private Certificate (other than a Residual Certificate) unless and until
          the
          prospective transferee provides (a) the Securities Administrator with an
          agreement certifying to facts which, if true, would mean that the proposed
          transferee is a Qualified Institutional Buyer (a “QIB
          Certificate”),
          or,
          if the Private Certificate to be transferred is not a Rule 144A Certificate,
          a
          Transferee Agreement, and in any case unless and until the transfer otherwise
          complies with the provisions of this Section 5.05. If so provided in the
          Trust Agreement, the prospective transferee will be deemed to have provided
          a
          QIB Certificate upon acceptance of the Certificate. If a proposed transfer
          does
          not involve a Rule 144A Certificate, the Securities Administrator or the
          Certificate Registrar shall require that the transferor and transferee
          certify
          as to the factual basis for the registration exemption(s) relied upon,
          and if
          the transfer is made within two years of the acquisition thereof by a
          non-Affiliate of the Depositor from the Depositor or an Affiliate of the
          Depositor, or the Securities Administrator or the Certificate Registrar
          also may
          require an Opinion of Counsel that such transfer may be made without
          registration or qualification under the Securities Act and applicable state
          securities laws, which Opinion of Counsel shall not be obtained at the
          expense
          of the Depositor, the Certificate Registrar or the Securities Administrator.
          Notwithstanding the foregoing, no QIB Certificate, Transferee Agreement
          or
          Opinion of Counsel shall be required in connection with the initial transfer
          of
          the Private Certificates and no Opinion of Counsel shall be required in
          connection with the transfer of the Private Certificates by a broker or
          dealer,
          if such broker or dealer was the initial transferee.

         


        
          
            
            

          

          
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        (b)
          Any
          Private Certificate sold in offshore transactions in reliance on Regulation
          S
          shall be issued initially in the form of one or more permanent global
          Certificates in definitive, fully registered form without interest coupons
          with
          the applicable legends set forth in Exhibit A to the Trust Agreement added
          to
          the forms of such Certificates (each, a “Regulation
          S Global Security”),
          which
          shall be deposited on behalf of the subscribers for such Certificates
          represented thereby with the Trustee, as custodian for DTC and registered
          in the
          name of a nominee of DTC, duly executed and authenticated by the Trustee
          as
          hereinafter provided. The aggregate principal amounts of the Regulation
          S Global
          Securities may from time to time be increased or decreased by adjustments
          made
          on the records of the Trustee or DTC or its nominee, as the case may be,
          as
          hereinafter provided..

         

        (c)
          By
          acceptance of a Rule 144A Certificate or a Regulation S Global Security,
          whether
          upon original issuance or subsequent transfer, each Holder of such a Certificate
          acknowledges the restrictions on the transfer of such Certificate set forth
          thereon and agrees that it will transfer such a Certificate only as provided
          herein. In addition, each Holder of a Regulation S Global Security shall
          be
          deemed to have represented and warranted to the Trustee, the Certificate
          Registrar, the Securities Administrator and the Depositor and any of their
          respective successors that: (i) such Person is not a U.S. person within
          the
          meaning of Regulation S and was, at the time the buy order was originated,
          outside the United States and (ii) such Person understands that such
          Certificates have not been registered under the Securities Act, and that
          (x)
          until the expiration of the 40-day distribution compliance period (within
          the
          meaning of Regulation S), no offer, sale, pledge or other transfer of such
          Certificates or any interest therein shall be made in the United States
          or to or
          for the account or benefit of a U.S. person (each as defined in Regulation
          S),
          (y) if in the future it decides to offer, resell, pledge or otherwise transfer
          such Certificates, such Certificates may be offered, resold, pledged or
          otherwise transferred only (A) to a person which the seller reasonably
          believes
          is a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A, that is
          purchasing such Certificates for its own account or for the account of
          a
          qualified institutional buyer to which notice is given that the transfer
          is
          being made in reliance on Rule 144A or (B) in an offshore transaction (as
          defined in Regulation S) in compliance with the provisions of Regulation
          S, in
          each case in compliance with the requirements of this Agreement; and it
          will
          notify such transferee of the transfer restrictions specified in this
          Section.

         


        
          
            
            

          

          
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        The
          Depositor (or, upon direction of the Depositor, the Securities Administrator,
          which directions shall specify the information to be provided, and at the
          expense of the Depositor or the Securities Administrator) shall provide
          to any
          Holder of a Rule 144A Certificate and any prospective transferee designated
          by
          such Holder information regarding the related Certificates and the Mortgage
          Loans and such other information as shall be necessary to satisfy the condition
          to eligibility set forth in Rule 144A(d)(4) for transfer of any such Rule
          144A
          Certificate without registration thereof under the Securities Act pursuant
          to
          the registration exemption provided by Rule 144A..

         

        (d)
          Notwithstanding any provision to the contrary herein, so long as a Global
          Security representing any Private Certificate remains outstanding and is
          held by
          or on behalf of DTC, transfers of a Global Security representing any such
          Certificates, in whole or in part, shall only be made in accordance with
          this
          Section 5.05(d).

         

        
          	 	
                  (A)

                	
                  Subject
                    to clauses (B) and (C) of this Section 5.05(d), transfers of
                    a Global
                    Security representing any Private Certificate shall be limited
                    to
                    transfers of such Global Security, in whole or in part, to nominees
                    of DTC
                    or to a successor of DTC or such successor’s
                    nominee.

                


        

         

        
          	 	
                  (B)

                	
                  Rule
                    144A Certificate to Regulation S Global Security.
                    If a holder of a beneficial interest in a Rule 144A Certificate
                    deposited
                    with or on behalf of DTC wishes at any time to exchange its interest
                    in
                    such Rule 144A Certificate for an interest in a Regulation S
                    Global
                    Security, or to transfer its interest in such Rule 144A Certificate
                    to a
                    Person who wishes to take delivery thereof in the form of an
                    interest in a
                    Regulation S Global Security, such holder, provided
                    such holder is not a U.S. person, may, subject to the rules and
                    procedures
                    of DTC, exchange or cause the exchange of such interest for an
                    equivalent
                    beneficial interest in the Regulation S Global Security. Upon
                    receipt by
                    the Securities Administrator, as Certificate Registrar, of (I)
                    instructions from DTC directing the Securities Administrator,
                    as
                    Certificate Registrar, to be credited a beneficial interest in
                    a
                    Regulation S Global Security in an amount equal to the beneficial
                    interest
                    in such Rule 144A Certificate to be exchanged but not less than
                    the
                    minimum denomination applicable to such holder’s Certificates held through
                    a Regulation S Global Security, (II) a written order given in
                    accordance
                    with DTC’s procedures containing information regarding the participant
                    account of DTC and, in the case of a transfer pursuant to and
                    in
                    accordance with Regulation S, the Euroclear or Clearstream account
                    to be
                    credited with such increase and (III) a certificate in the form
                    of Exhibit
                    C-2 hereto given by the holder of such beneficial interest stating
                    that
                    the exchange or transfer of such interest has been made in compliance
                    with
                    the transfer restrictions applicable to the Global Securities,
                    including
                    that the holder is not a U.S. person, and pursuant to and in
                    accordance
                    with Regulation S, the Securities Administrator, as Certificate
                    Registrar,
                    shall reduce the principal amount of the Rule 144A Certificate
                    and
                    increase the principal amount of the Regulation S Global Security
                    by the
                    aggregate principal amount of the beneficial interest in the
                    Rule 144A
                    Certificate to be exchanged, and shall instruct Euroclear or
                    Clearstream,
                    as applicable, concurrently with such reduction, to credit or
                    cause to be
                    credited to the account of the Person specified in such instructions
                    a
                    beneficial interest in the Regulation S Global Security equal
                    to the
                    reduction in the principal amount of the Rule 144A
                    Certificate.

                


        

         


        
          
            
            

          

          
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                  (C)

                	
                  Regulation
                    S Global Security to Rule 144A Certificate.
                    If a holder of a beneficial interest in a Regulation S Global
                    Security
                    deposited with or on behalf of DTC wishes at any time to transfer
                    its
                    interest in such Regulation S Global Security to a Person who
                    wishes to
                    take delivery thereof in the form of an interest in a Rule 144A
                    Certificate, such holder may, subject to the rules and procedures
                    of DTC,
                    exchange or cause the exchange of such interest for an equivalent
                    beneficial interest in a Rule 144A Certificate. Upon receipt
                    by the
                    Securities Administrator, as Certificate Registrar, of (I) instructions
                    from DTC directing the Securities Administrator, as Certificate
                    Registrar,
                    to cause to be credited a beneficial interest in a Rule 144A
                    Certificate
                    in an amount equal to the beneficial interest in such Regulation
                    S Global
                    Security to be exchanged but not less than the minimum denomination
                    applicable to such holder’s Certificates held through a Rule 144A
                    Certificate, to be exchanged, such instructions to contain information
                    regarding the participant account with DTC to be credited with
                    such
                    increase, and (II) a certificate in the form of Exhibit C-3 hereto
                    given
                    by the holder of such beneficial interest and stating, among
                    other things,
                    that the Person transferring such interest in such Regulation
                    S Global
                    Security reasonably believes that the Person acquiring such interest
                    in a
                    Rule 144A Certificate is a QIB, is obtaining such beneficial
                    interest in a
                    transaction meeting the requirements of Rule 144A and in accordance
                    with
                    any applicable securities laws of any State of the United States
                    or any
                    other jurisdiction, then the Securities Administrator, as Certificate
                    Registrar, will reduce the principal amount of the Regulation
                    S Global
                    Security and increase the principal amount of the Rule 144A Certificate
                    by
                    the aggregate principal amount of the beneficial interest in
                    the
                    Regulation S Global Security to be transferred and the Securities
                    Administrator, as Certificate Registrar, shall instruct DTC,
                    concurrently
                    with such reduction, to credit or cause to be credited to the
                    account of
                    the Person specified in such instructions a beneficial interest
                    in the
                    Rule 144A Certificate equal to the reduction in the principal
                    amount of
                    the Regulation S Global Security.

                


        

         


        
          
            
            

          

          
            59

            
              

            

          

          
            
            

          

        


        
          	 	
                  (D)

                	
                  Other
                    Exchanges.
                    In the event that a Global Security is exchanged for Certificates
                    in
                    definitive registered form without interest coupons, pursuant
                    to Section
                    5.03(c) hereof, such Certificates may be exchanged for one another
                    only in
                    accordance with such procedures as are substantially consistent
                    with the
                    provisions above (including certification requirements intended
                    to insure
                    that such transfers comply with Rule 144A, comply with Rule 501(a)(1),
                    (2), (3) or (7) or are to non-U.S. persons in compliance with
                    Regulation S
                    under the Securities Act, as the case may
                    be).

                


        

         

        
          	 	
                  (E)

                	
                  Restrictions
                    on U.S. Transfers.
                    Transfers of interests in the Regulation S Global Security to
                    U.S. persons
                    (as defined in Regulation S) shall be limited to transfers made
                    pursuant
                    to the provisions of Section
                    5.05(d)(C).

                


        

         

        (e)
          ERISA
          Restrictions.
          No
          Private Certificate (a
          “Certificated
          Subordinated Security”),
          Residual Certificate or Class X Certificate shall be transferred unless
          the
          prospective transferee provides the Securities Administrator and Certificate
          Registrar with a properly completed Benefit Plan Affidavit.

         

        Prior
          to
          the termination of any class of certificates which have the benefit of
          an
          interest rate cap agreement, each beneficial owner of a Certificate
          of such class or any interest therein, will be deemed to have represented,
          by
          virtue of its acquisition or holding of a such Certificate,
          or interest therein, that either (i) it is not a Plan or (ii) the acquisition
          and holding of such Certificate are eligible for the exemptive relief available
          under the statutory exemption for nonfiduciary service providers under
          Section
          408(b)(17) of ERISA and Section 4975(d)(20) of the Code, Department of
          Labor
          Prohibited Transaction Class Exemption 84-14, 90-1, 91-38, 95-60 or 96-23
          or
          some other applicable exemption.


        
          
            
            

          

          
            60

            
              

            

          

          
            
            

          

        


        


        (f)
          Residual
          Certificates.
          No
          Residual Certificate (including any beneficial interest therein) may be
          transferred to a Disqualified Organization. In addition, no Residual Certificate
          (including any beneficial interest therein) may be transferred unless
          (i) the proposed transferee provides the Securities Administrator or the
          Certificate Registrar with (A) a Residual Transferee Agreement, (B) if
          the proposed transferee is a U.S. Person, a U.S. Person and Affidavit Pursuant
          to Sections 860D(a)(6)(A) and 860E(e)(4) of the Code, and (C) if the
          proposed transferee is a Non-U.S. Person, a Non-U.S. Person Affidavit and
          Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Code,
          and (ii) the interest transferred involves the entire interest in a
          Residual Certificate or an undivided interest therein (unless the transferor
          or
          the transferee provides the Securities Administrator or the Certificate
          Registrar with an Opinion of Counsel (which shall not be an expense of
          the
          Securities Administrator or the Certificate Registrar, as applicable) that
          the
          transfer will not jeopardize the REMIC status of any related REMIC).
          Furthermore, if a proposed transfer involves a Rule 144A Certificate, the
          Securities Administrator or the Certificate Registrar shall require the
          transferee to certify as to facts that, if true, would mean that the proposed
          transferee is a Qualified Institutional Buyer; and, if a proposed transfer
          involves a Private Certificate that is not a Rule 144A Certificate, (1) the
          Securities Administrator or the Certificate Registrar shall require that
          the
          transferee certify as to the factual basis for the registration exemption(s)
          relied upon, and (2) if the transfer is made within two years from the
          acquisition of the Certificate by a non-Affiliate of the Depositor from
          the
          Depositor or an Affiliate of the Depositor, the Securities Administrator
          or the
          Certificate Registrar also may require an Opinion of Counsel that such
          transfer
          may be made without registration or qualification under the Securities
          Act and
          applicable state securities laws, which Opinion of Counsel shall not be
          obtained
          at the expense of the Securities Administrator or the Certificate Registrar,
          as
          applicable. In any event, neither the Securities Administrator nor the
          Certificate Registrar shall effect any transfer of a Residual Certificate
          except
          upon notification of such transfer to the Securities Administrator or the
          Certificate Registrar, as applicable. Notwithstanding the foregoing, no
          Opinion
          of Counsel shall be required in connection with the initial transfer of
          the
          Residual Certificates or their transfer by a broker or dealer, if such
          broker or
          dealer was the initial transferee. Notwithstanding the fulfillment of the
          prerequisites described above, the Securities Administrator or the Certificate
          Registrar may refuse to recognize any transfer to the extent necessary
          to avoid
          a risk of disqualification of any related REMIC as a REMIC or the imposition
          of
          a tax upon any such REMIC.

         


        
          
            
            

          

          
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        Upon
          notice to the Securities Administrator that any legal or beneficial interest
          in
          any portion of the Residual Certificates has been transferred, directly
          or
          indirectly, to a Disqualified Organization or agent thereof (including
          a broker,
          nominee, or middleman) in contravention of the foregoing restrictions,
          such
          transferee shall be deemed to hold the Residual Certificate in constructive
          trust for the last transferor who was not a Disqualified Organization or
          agent
          thereof, and such transferor shall be restored as the owner of such Residual
          Certificate as completely as if such transfer had never occurred, provided that
          the
          Securities Administrator may, but is not required to, recover any distributions
          made to such transferee with respect to the Residual Certificate and return
          such
          recovery to the transferor. The Securities Administrator, on behalf of
          the
          Trustee, agrees to furnish to the Internal Revenue Service and to any transferor
          of the Residual Certificate or such agent (within 60 days of the request
          therefor by the transferor or agent) such information necessary for the
          computation of the tax imposed under Section 860E(e) of the Code and as
          otherwise may be required by the Code, including but not limited to the
          present
          value of the total anticipated excess inclusions with respect to the Residual
          Certificate (or portion thereof) for periods after such transfer. At the
          election of the Securities Administrator, the cost to the Securities
          Administrator of computing and furnishing such information may be charged
          to the
          transferor or such agent referred to above; however, the Securities
          Administrator shall not be excused from furnishing such
          information.

         

        If
          a tax
          or a reporting cost is borne by any REMIC as a result of the transfer of
          a
          Residual Certificate or any beneficial interest therein in violation of
          the
          restrictions set forth in this Section, the transferor shall pay such tax
          or
          cost and, if such tax or cost is not so paid, the Securities Administrator,
          on
          behalf of the Trustee, shall pay such tax or cost with amounts that otherwise
          would have been paid to the transferee of the Residual Certificate (or
          beneficial interest therein). In that event, neither the transferee nor
          the
          transferor shall have any right to seek repayment of such amounts from
          the
          Depositor, the Securities Administrator, any REMIC, or the other Holders
          of any
          of the Certificates, and none of such parties shall have any liability
          for
          payment of any such tax or reporting cost.

         

        Section
          5.06 Mutilated,
          Destroyed, Lost or Stolen Certificates.

         

        If
          (a) any mutilated Certificate is surrendered to the Securities
          Administrator or the Certificate Registrar, or the Securities Administrator
          and
          the Certificate Registrar receive evidence to their satisfaction of the
          destruction, loss or theft of any Certificate, and (b) there is delivered
          to the Securities Administrator, the Trustee and the Certificate Registrar
          such
          security or indemnity as may be required by them to save each of them harmless,
          then, in the absence of actual knowledge by the Securities Administrator
          or the
          Certificate Registrar that such Certificate has been acquired by a bona
          fide
          purchaser, the Securities Administrator shall execute and cause the Certificate
          Registrar to authenticate and deliver, in exchange for or in lieu of any
          such
          mutilated, destroyed, lost or stolen Certificate, a new Certificate of
          the same
          Class and of like tenor and Percentage Interest. Upon the issuance of any
          new
          Certificate pursuant to this Section, the Securities Administrator may
          require
          the payment of a sum sufficient to cover any tax or other governmental
          charge
          that may be imposed in relation thereto and any other expenses (including
          the
          fees and expenses of the Certificate Registrar) connected therewith. Any
          replacement Certificate issued pursuant to this Section shall constitute
          complete and indefeasible evidence of ownership in the Trust, as if originally
          issued, whether or not the destroyed, lost or stolen Certificate shall
          be found
          at any time.

         


        
          
            
            

          

          
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        Section
          5.07 Persons
          Deemed Owners.

         

        Prior
          to
          due presentation of a Certificate for registration of transfer, the Securities
          Administrator, the Certificate Registrar and any agent of any of them may
          treat
          the person in whose name any Certificate is registered as the owner of
          such
          Certificate for the purpose of receiving distributions and for all other
          purposes whatsoever, and neither the Securities Administrator, the Certificate
          Registrar nor any agent of any of them shall be affected by notice to the
          contrary.

         

        Section
          5.08 Appointment
          of Paying Agent.

         

        The
          Securities Administrator may, with the consent of the Trustee (if such
          Paying
          Agent is other than Wells Fargo), appoint a Paying Agent for the purpose
          of
          making distributions to Certificateholders. The Securities Administrator
          shall
          cause such Paying Agent (if other than the Securities Administrator) to
          execute
          and deliver to the Securities Administrator an instrument in which such
          Paying
          Agent shall agree with the Securities Administrator that such Paying Agent
          will
          hold all sums held by it for the payment to Certificateholders in an Eligible
          Account in trust for the benefit of the Certificateholders entitled thereto
          until such sums shall be paid to the Certificateholders. All funds remitted
          by
          the Securities Administrator to any such Paying Agent for the purpose of
          making
          distributions shall be paid to Certificateholders on each Distribution
          Date and
          any amounts not so paid shall be returned on such Distribution Date to
          the
          Securities Administrator. The initial Paying Agent shall be Wells Fargo
          Bank.

         

        ARTICLE
          VI


         

        THE
          DEPOSITOR

         

        Section
          6.01 Liability
          of the Depositor.

         

        The
          Depositor shall be liable in accordance herewith only to the extent of
          the
          obligations specifically imposed by the Trust Agreement and undertaken
          by the
          Depositor under the Trust Agreement.

         

        Section
          6.02 Merger
          or Consolidation of the Depositor.

         

        Subject
          to the following paragraph, the Depositor will keep in full effect its
          corporate
          existence, rights and franchises under the laws of the jurisdiction of
          its
          organization, and will obtain and preserve its qualification to do business
          in
          each jurisdiction in which such qualification is or shall be necessary
          to
          protect the validity and enforceability of the Trust Agreement, the Certificates
          or any of the Mortgage Loans and to perform its duties under the Trust
          Agreement.

         


        
          
            
            

          

          
            63

            
              

            

          

          
            
            

          

        


        The
          Depositor may be merged or consolidated with or into any Person, or transfer
          all
          or substantially all of their respective assets to any Person, in which
          case any
          Person resulting from any merger or consolidation to which the Depositor
          shall
          be a party, or any Person succeeding to the business of the Depositor,
          shall be
          the successor of the Depositor without the execution or filing of any paper
          or
          any further act on the part of any of the parties hereto, anything herein
          to the
          contrary notwithstanding.

         

        ARTICLE
          VII


         

        TERMINATION
          OF SERVICING ARRANGEMENTS

         

        Section
          7.01 Termination
          and Substitution of Servicer.

         

        Upon
          the
          occurrence of any Servicer Event of Default for which any Servicer may
          be
          terminated pursuant to the related Servicing Agreement, the Master Servicer,
          in
          accordance with Section 8.01(a) hereof, may, and shall, at the direction of
          the Certificateholders holding 66% of the Voting Rights, terminate such
          Servicing Agreement. The Holders of Certificates evidencing at least 66%
          of the
          Voting Rights of Certificates affected by a Servicer Event of Default may
          waive
          such Servicer Event of Default; provided,
          however,
          that
          (a) a Servicer Event of Default with respect to any Servicer’s obligation
          to make Monthly Advances may be waived only by all of the holders of the
          Certificates affected by such Servicer Event of Default and (b) no such
          waiver is permitted that would materially adversely affect any non-consenting
          Certificateholder. Subject to the conditions set forth below in this
          Section 7.01, the Master Servicer, at the direction of the
          Certificateholders holding 66% of the Voting Rights, shall, concurrently
          with
          such termination, either assume the duties of the terminated Servicer under
          the
          applicable Servicing Agreement or appoint another servicer to enter into
          such
          Servicing Agreement.

         

        Notwithstanding
          the foregoing, the Master Servicer may not terminate a Servicer without
          cause
          unless the Master Servicer or a successor servicer is appointed concurrently
          with such termination. There may be a transition period of not longer than
          ninety (90) days prior to the effective date of the servicing transfer
          to the
          successor Servicer or Master Servicer, as applicable, provided,
          however,
          that
          during
          such transition period, the Master Servicer or successor servicer shall
          use
          commercially reasonable efforts to perform the duties of the terminated
          Servicer
          in its capacity as successor servicer.

         

        If
          the
          Master Servicer terminates a Servicer, the Master Servicer may name another
          mortgage loan service company and such mortgage loan service company shall
          be
          acceptable to each Rating Agency and such mortgage loan service company
          shall
          assume, satisfy, perform and carry out all liabilities, duties, responsibilities
          and obligations that are to be, or otherwise were to have been, satisfied,
          performed and carried out by such terminated Servicer under the related
          Servicing Agreement. Such successor servicer shall be a mortgage loan servicing
          institution, with except in the case of Avelo Mortgage L.L.C., or any successor
          in interest, a net worth of at least $25,000,000. In the event that the
          Master
          Servicer cannot appoint a substitute servicer, it shall petition a court
          of
          competent jurisdiction for the appointment of a substitute servicer meeting
          the
          foregoing requirements. 

         


        
          
            
            

          

          
            64

            
              

            

          

          
            
            

          

        


        In
          the
          event any Servicer resigns or is terminated as provided above and the Master
          Servicer has not appointed a successor servicer (or no successor servicer
          has
          accepted such appointment) prior to the effective date of such resignation
          or
          termination, then the Master Servicer shall serve as successor servicer
          and
          shall succeed to, satisfy, perform and carry out all obligations which
          otherwise
          were to have been satisfied, performed and carried out by such Servicer
          under
          the terminated Servicing Agreement until another successor servicer has
          been
          appointed and has accepted its appointment. In no event shall the Master
          Servicer be deemed to have assumed the obligations of a Servicer to purchase
          any
          Mortgage Loan from the Trust pursuant to any Servicing Agreement or any
          obligations of a Servicer which were incurred thereunder prior to the date
          the
          Master Servicer assumes the obligations of the Servicer under the related
          Servicing Agreement. As compensation to the Master Servicer for any servicing
          obligations fulfilled or assumed by the Master Servicer, the Master Servicer
          shall be entitled to any servicing compensation to which such Servicer
          would
          have been entitled if the Servicing Agreement with such Servicer had not
          been
          terminated; provided,
          however, that
          the
          Master Servicer shall not be (a) liable for any acts or omissions of the
          Servicer, (b) obligated to make Advances if it is prohibited from doing
          so under
          applicable law, (c) responsible for expenses of the Servicer pursuant to
          the
          terms of the Servicing Agreement or (d) obligated to deposit losses on
          any
          Permitted Investments directed by the Servicer.

         

        In
          no
          event shall the Master Servicer be deemed to have assumed the obligations
          of a
          Servicer to purchase any Mortgage Loan from the Trust. Notwithstanding
          the foregoing, if a Servicer Event of Default shall occur, the Master Servicer
          shall, by notice in writing to the applicable Servicer, which may be delivered
          by telecopy, immediately terminate all of the rights and obligations of
          such
          Servicer thereafter arising under the applicable Servicing Agreement, but
          without prejudice to any rights it may have as a Certificateholder or to
          reimbursement of Advances and other advances of its own funds, and the
          Master
          Servicer shall act as provided in this Section 7.01 to carry out the duties
          of
          such Servicer, including the obligation to make any Advance the nonpayment
          of
          which was a Servicer Event of Default. Any such action taken by the Master
          Servicer must be prior to the distribution of the relevant Distribution
          Date.
The
          Servicer being terminated as a result of an Event of Default shall bear
          all
          costs of a servicing transfer as set forth in the applicable Servicing
          Agreement.

         

          As
          set
          forth in the applicable Servicing Agreement, the Master Servicer shall
          be
          entitled to be reimbursed from such Servicer (or by the Trust Estate, if
          such
          Servicer is unable to fulfill its obligations hereunder) for all costs
          associated with the transfer of servicing from the predecessor Servicer,
          including, without limitation, any costs or expenses associated with the
          complete transfer of all servicing data and the completion, correction
          or
          manipulation of such servicing data as may be required by the succeeding
          servicer to correct any errors or insufficiencies in the servicing data
          or
          otherwise to enable the succeeding servicer to service the Mortgage Loans
          properly and effectively. If the terminated Servicer does not pay such
          reimbursement within thirty (30) days of its receipt of an invoice therefore,
          such reimbursement shall be an expense of the Trust and the Master Servicer
          shall be entitled to withdraw such reimbursement from amounts on deposit
          in the
          Certificate Account pursuant to the terms hereof; provided that,
          in
          accordance with the applicable Servicing Agreement, the terminated Servicer
          shall reimburse the Trust for any such expense incurred by the Trust; and
          provided,
          further,
          that
          the
          Master Servicer shall decide whether and to what extent it is in the best
          interest of the Certificateholders to pursue any remedy against any party
          obligated to make such reimbursement.

         


        
          
            
            

          

          
            65

            
              

            

          

          
            
            

          

        


        No
          Certificateholder, solely by virtue of such holder’s status as a
          Certificateholder, will have any right under the Trust Agreement to institute
          any proceeding with respect to the Trust Agreement or any Servicing Agreement,
          Custodial Agreement or any Assignment Agreement, unless such holder previously
          has given to the Trustee written notice of default and unless the
          Certificateholders evidencing at least 25% of Voting Rights have made written
          request upon the Trustee to institute such proceeding in its own name and
          have
          offered to the Trustee reasonable indemnity, and the Trustee for 60 days
          has
          neglected or refused to institute any such proceeding.

         

        Section
          7.02 Notification
          to Certificateholders.

         

        (a)
          Upon
          any termination pursuant to Section 7.01 above or appointment of a
          successor to any Servicer or the Master Servicer, the Securities Administrator
          shall give prompt written notice thereof to the Certificateholders at their
          respective addresses appearing in the Certificate Register, and to each
          Rating
          Agency.

         

        (b)
          Within sixty (60) days after the occurrence of any Servicer Event of Default
          involving any Servicer, the Securities Administrator shall transmit by
          mail to
          all Holders of Certificates and each Rating Agency, the Trustee and the
          Master
          Servicer notice of each such Servicer Event of Default or occurrence known
          to a
          Responsible Officer of the Trustee unless such default shall have been
          cured or
          waived.

         

        ARTICLE
          VIII


         

        ADMINISTRATION
          AND SERVICING OF MORTGAGE LOANS

        BY
          THE MASTER SERVICER

         

        Section
          8.01 Duties
          of the Master Servicer; Enforcement of Servicer’s and Master Servicer’s
          Obligations.

         

        (a)
          The
          Master Servicer, on behalf of the Trustee, the Securities Administrator,
          the
          Depositor and the Certificateholders, shall monitor the performance of
          the
          Servicers under the Servicing Agreements, and (except as set forth below)
          shall
          use its reasonable good faith efforts to cause the Servicers to duly and
          punctually to perform their duties and obligations thereunder. Upon the
          occurrence of a Servicer Event of Default of which a Responsible Officer
          of the
          Master Servicer has actual knowledge under a Servicing Agreement, the Master
          Servicer shall promptly notify the Securities Administrator and Trustee
          and
          shall specify in such notice the action, if any, the Master Servicer plans
          to
          take in respect of such default. So long as any such default shall be
          continuing, the Master Servicer may (i) terminate all of the rights and
          powers of such Servicer pursuant to the applicable provisions of the Servicing
          Agreement; (ii) exercise any rights it may have to enforce the Servicing
          Agreement against such Servicer; (iii) waive any such default under the
          Servicing Agreement in accordance with Section 7.01 hereof or
          (iv) take any other action with respect to such default as is permitted
          thereunder. Except as set forth in Section 4.06 hereof, the Master Servicer
          shall have no duty to supervise any Servicer’s activities related to the
          servicing or administration of defaulted or delinquent Mortgage Loans or
          the
          management and disposition of any REO Properties.

         


        
          
            
            

          

          
            66

            
              

            

          

          
            
            

          

        


        (b)
          The
          Master Servicer shall pay the costs of monitoring the Servicers as required
          hereunder (including costs associated with (i) termination of any Servicer
          or (ii) the appointment of a successor servicer and shall, to the extent
          permitted by the related Servicing Agreement, seek reimbursement therefor
          initially from the terminated Servicer. In the event the full costs associated
          with the transition of servicing responsibilities to the Master Servicer
          are not
          paid for by the predecessor Servicer or successor servicer (provided
          that
          such
          successor Servicer is not the Master Servicer), the Master Servicer may
          be
          reimbursed therefor by the Trust for out of pocket costs incurred by the
          Master
          Servicer associated with any such transfer of servicing duties from a Servicer
          to any other successor servicer.

         

        (c)
          None
          of the Depositor, the Securities Administrator nor the Trustee shall consent
          to
          the assignment by any Servicer of such Servicer’s rights and obligations under
          the related Servicing Agreement without the prior written consent of the
          Master
          Servicer, which consent shall not be unreasonably withheld.

         

        (d)
          The
          Master Servicer shall not assume liability for any Servicer’s representations
          and warranties if it becomes a successor servicer.

         

        (e)
          On
          or
          before March 15 of each year, commencing in March 2008, the Master Servicer,
          at
          its own expense, shall furnish, and shall cause any Servicing Function
          Participant engaged by it to furnish, each at its own expense, to the Securities
          Administrator and the Depositor, an assessment of compliance with the Relevant
          Servicing Criteria that contains (i) a statement by such party of its
          responsibility for assessing compliance with the Servicing Criteria, (ii)
          a
          statement that such party used the Servicing Criteria to assess compliance
          with
          the Relevant Servicing Criteria, (iii) such party’s assessment of compliance
          with the Relevant Servicing Criteria as of and for the fiscal year covered
          by
          the Form 10-K required to be filed pursuant to Section 3.02(e), including,
          if
          there has been any material instance of noncompliance with the Relevant
          Servicing Criteria, a discussion of each such failure and the nature and
          status
          thereof, and (iv) a statement that a registered public accounting firm
          has
          issued an attestation report on such party’s assessment of compliance with the
          Relevant Servicing Criteria as of and for such period. 

         


        
          
            
            

          

          
            67

            
              

            

          

          
            
            

          

        


        No
          later
          than the end of each fiscal year for the Trust for which a 10-K is required
          to
          be filed, the Master Servicer shall forward to the Securities Administrator
          the
          name of each Servicing Function Participant engaged by it and what Relevant
          Servicing Criteria will be addressed in the report on assessment of compliance
          prepared by such Servicing Function Participant. When the Master Servicer
          and
          the Trustee (or any Servicing Function Participant engaged by them) submits
          its
          assessment to the Securities Administrator, such parties will also at such
          time
          include the assessment and attestation pursuant to Section 8.01(f) and
          11.01(d)
          of each Servicing Function Participant engaged by it.

         

        Promptly
          after receipt of each such report on assessment of compliance, (i) the
          Depositor
          shall review each such report and, if applicable, consult with the Master
          Servicer, the Securities Administrator and any Servicing Function Participant
          engaged by such parties as to the nature of any material instance of
          noncompliance with the Relevant Servicing Criteria by each such party,
          and (ii)
          the Securities Administrator shall confirm that the assessments, taken
          as a
          whole, address all of the Servicing Criteria and, taken individually, address
          the Relevant Servicing Criteria for each party as set forth on Exhibit
          J
          and on
          any similar exhibit set forth in each Servicing Agreement in respect of
          the
          applicable Servicer and notify the Depositor of any exceptions. None of
          such
          parties shall be required to deliver any such assessments until April 15
          in any
          given year so long as such party has received written confirmation from
          the
          Depositor that a Form 10-K is not required to be filed in respect of the
          Trust
          for the preceding calendar year.

         

        The
          Master Servicer shall enforce any obligation of a Servicer (and the applicable
          Servicing Agreement will provide that each Servicer shall enforce any
          obligations of an Additional Servicer engaged by such Servicer), to the
          extent
          set forth in the related Servicing Agreement (or, in the case of an Additional
          Servicer, such applicable agreement), to deliver to the Master Servicer
          an
          annual report on assessment of compliance within the time frame set forth
          in,
          and in such form and substance as may be required pursuant to, the related
          Servicing Agreement (or, in the case of an Additional Servicer, such applicable
          agreement). The Master Servicer shall include such annual report on assessment
          of compliance with its own assessment of compliance to be submitted to
          the
          Securities Administrator pursuant to this Section 8.01.

         

        (f)
          On or
          before March 15 of each calendar year, commencing in March 2008, the Master
          Servicer, at its own expense, shall cause, and shall cause any Servicing
          Function Participant engaged by it to cause, each at its own expense, a
          registered public accounting firm (which may also render other services
          to the
          Master Servicer or such other Servicing Function Participants, as the case
          may
          be) that is a member of the American Institute of Certified Public Accountants
          to furnish a report to the Securities Administrator and the Depositor (and,
          in
          the case of any other Servicing Function Participant, the Master Servicer)
          to
          the effect that (i) it has obtained a representation regarding certain
          matters
          from the management of such party, which includes an assertion that such
          party
          has complied with the Relevant Servicing Criteria, and (ii) on the basis
          of an
          examination conducted by such firm in accordance with standards for attestation
          engagements issued or adopted by the PCAOB, it is expressing an opinion
          as to
          whether such party’s compliance with the Relevant Servicing Criteria was fairly
          stated in all material respects, or it cannot express an overall opinion
          regarding such party’s assessment of compliance with the Relevant Servicing
          Criteria. In the event that an overall opinion cannot be expressed, such
          registered public accounting firm shall state in such report why it was
          unable
          to express such an opinion. Such report must be available for general use
          and
          not contain restricted use language. 

         


        
          
            
            

          

          
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        Promptly
          after receipt of such report from the Master Servicer or any Servicing
          Function
          Participant engaged by the Master Servicer, (i) the Depositor shall review
          the
          report and, if applicable, consult with such parties as to the nature of
          any
          defaults by such parties, in the fulfillment of any of each such party’s
          obligations hereunder or under any other applicable agreement, and (ii)
          the
          Securities Administrator shall confirm that each assessment submitted pursuant
          to Section 8.01(e) and Section 11.01(c) is coupled with an attestation
          meeting
          the requirements of this Section and shall notify the Depositor of any
          exceptions. Neither the Master Servicer nor any Servicing Function Participant
          engaged by the Master Servicer shall be required to deliver or cause the
          delivery of such reports until April 15 in any given year so long as it
          has
          received written confirmation from the Depositor that a 10-K is not required
          to
          be filed in respect of the Trust for the preceding fiscal year.

         

        The
          Master Servicer shall enforce any obligation of a Servicer (and the applicable
          Servicing Agreement will provide that each Servicer shall enforce any
          obligations of an Additional Servicer engaged by such Servicer), to the
          extent
          set forth in the related Servicing Agreement (or, in the case of an Additional
          Servicer, such applicable agreement), to deliver to the Master Servicer
          an
          attestation within the time frame set forth in, and in such form and substance
          as may be required pursuant to, the related Servicing Agreement (or, in
          the case
          of an Additional Servicer, such applicable agreement). The Master Servicer
          shall
          include such annual report on assessment of compliance with its own assessment
          of compliance to be submitted to the Securities Administrator pursuant
          to this
          Section 8.01.

         


        
          
            
            

          

          
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        (g)
          The
          Master Servicer shall give prior written notice to the Depositor of the
          appointment of any Subcontractor by it and a written description (in form
          and
          substance satisfactory to the Depositor) of the role and function of each
          Subcontractor utilized by the Master Servicer, specifying (i) the identity
          of
          each such Subcontractor and (ii) which elements of the servicing criteria
          set
          forth under Item 1122(d) of Regulation AB will be addressed in assessments
          of
          compliance provided by each such Subcontractor.

         

        (h)
          The
          Master Servicer shall notify the Depositor and the Sponsor within five
          days of
          its gaining knowledge thereof (i) of any legal proceedings pending against
          the
          Master Servicer of the type described in Item 1117 (§ 229.1117) of Regulation
          AB, (ii) of any merger, consolidation or sale of substantially all of the
          assets
          of the Master Servicer and (iii) if the Master Servicer shall become (but
          only
          to the extent not previously disclosed) at any time an affiliate of any
          of the
          Depositor, any Servicer, any Originator contemplated by Item 1110 (§ 229.1110)
          of Regulation AB, any significant obligor contemplated by Item 1112 (§ 229.1112)
          of Regulation AB, any enhancement or support provider contemplated by Items
          1114
          or 1115 (§§ 229.1114-1115) of Regulation AB or any successor thereto or any
          other material party to the Trust Fund contemplated by Item 1100(d)(1)
          (§
229.1100(d)(1)) of Regulation AB, as applicable.

         

        


        Section
          8.02 Maintenance
          of Fidelity Bond and Errors and Omissions Insurance.

         

        (a)
          The
          Master Servicer shall maintain with responsible companies, at its own expense,
          a
          blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with
          broad
          coverage on all directors, officers, employees or other persons acting
          in any
          capacity requiring such persons to handle funds, money, documents or papers
          relating to the related Mortgage Loans (“Master
          Servicing Employees”).
          Any
          such Fidelity Bond and Errors and Omissions Insurance Policy shall be in
          the
          form of the Mortgage Banker’s Blanket Bond or the Financial Institution Bond and
          shall protect and insure the Master Servicer against losses, including
          forgery,
          theft, embezzlement, fraud, errors and omissions and negligent acts of
          the
          Master Servicer Employees. Such Fidelity Bond and Errors and Omissions
          Insurance
          Policy also shall protect and insure the Master Servicer against losses
          in
          connection with the release or satisfaction of a related Mortgage Loan
          without
          having obtained payment in full of the indebtedness secured thereby. No
          provision of this Section 8.02 requiring such Fidelity Bond and Errors
          and
          Omissions Insurance Policy shall diminish or relieve the Master Servicer
          from
          its duties and obligations as set forth in this Agreement. The minimum
          coverage
          under any such bond and insurance policy shall be at least equal to the
          corresponding amounts required by Fannie Mae or Freddie Mac. Upon the request
          of
          the Securities Administrator, the Master Servicer shall cause to be delivered
          to
          the Securities Administrator a certificate of insurance of the insurer
          and the
          surety including a statement from the surety and the insurer that such
          fidelity
          bond and insurance policy shall in no event be terminated or materially
          modified
          without thirty (30) days’ prior written notice to the Securities Administrator.
          The Master Servicer shall (i) require each Servicer to maintain an Errors
          and
          Omissions Insurance Policy and a Fidelity Bond in accordance with the provisions
          of the applicable Servicing Agreement, (ii) cause each Servicer to provide
          to
          the Master Servicer certificates evidencing that such policy and bond is
          in
          effect and to furnish to the Master Servicer any notice of cancellation,
          non-renewal or modification of the policy or bond received by it, as and
          to the
          extent provided in the applicable Servicing Agreement, and (iii) furnish
          copies
          of the certificates and notices referred to in clause (ii) to the Securities
          Administrator upon its request.

         


        
          
            
            

          

          
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        (b)
          The
          Master Servicer shall promptly report to the Securities Administrator any
          material changes that may occur in the Master Servicer Fidelity Bond or
          the
          Master Servicer Errors and Omissions Insurance Policy and shall furnish
          to the
          Securities Administrator, on request, certificates evidencing that such
          bond and
          insurance policy are in full force and effect. The Master Servicer shall
          promptly report to the Securities Administrator, to the best of its knowledge,
          all cases of forgery, theft, embezzlement, fraud, errors or omissions,
          if such
          events involve funds relating to the Mortgage Loans. The total losses,
          regardless of whether claims are filed with the applicable insurer or surety,
          shall be disclosed in such reports together with the amount of such losses
          covered by insurance. If a bond or insurance claim report is filed with
          any of
          such bonding companies or insurers, the Master Servicer shall promptly
          furnish a
          copy of such report to the Securities Administrator. Any amounts relating
          to the
          Mortgage Loans collected by the Master Servicer under any such bond or
          policy
          shall be promptly remitted by the Master Servicer to the Securities
          Administrator for deposit into the Certificate Account. Any amounts relating
          to
          the Mortgage Loans collected by any Servicer under any such bond or policy
          shall
          be remitted to the Master Servicer to the extent provided in the applicable
          Servicing Agreement.

         

        Section
          8.03 Representations
          and Warranties of the Master Servicer.

         

        (a)
          The
          Master Servicer hereby represents and warrants to the Depositor, the Securities
          Administrator and the Trustee, for the benefit of the Certificateholders,
          as of
          the Closing Date that:

         

        (i)
          it is
          a national banking association validly existing and in good standing under
          the
          laws of the United States, and as Master Servicer has full power and authority
          to transact any and all business contemplated by this Trust Agreement and
          to
          execute, deliver and comply with its obligations under the terms of this
          Trust
          Agreement, the execution, delivery and performance of which have been duly
          authorized by all necessary corporate action on the part of the Master
          Servicer;

         


        
          
            
            

          

          
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        (ii)
          the
          execution and delivery of this Trust Agreement by the Master Servicer and
          its
          performance and compliance with the terms of this Trust Agreement will
          not
          (A) violate the Master Servicer’s charter or bylaws, (B) violate any
          law or regulation or any administrative decree or order to which it is
          subject
          or (C) constitute a default (or an event which, with notice or lapse of
          time, or both, would constitute a default) under, or result in the breach
          of,
          any material contract, agreement or other instrument to which the Master
          Servicer is a party or by which it is bound or to which any of its assets
          are
          subject, which violation, default or breach would materially and adversely
          affect the Master Servicer’s ability to perform its obligations under this Trust
          Agreement;

         

        (iii)
          this Trust Agreement constitutes, assuming due authorization, execution
          and
          delivery hereof by the other respective parties hereto, a legal, valid
          and
          binding obligation of the Master Servicer, enforceable against it in accordance
          with the terms hereof, except as such enforcement may be limited by bankruptcy,
          insolvency, reorganization, moratorium and other laws affecting the enforcement
          of creditors’ rights in general, and by general equity principles (regardless of
          whether such enforcement is considered in a proceeding in equity or at
          law);

         

        (iv)
          the
          Master Servicer is not in default with respect to any order or decree of
          any
          court or any order or regulation of any federal, state, municipal or
          governmental agency to the extent that any such default would materially
          and
          adversely affect its performance hereunder;

         

        (v)
          the
          Master Servicer is not a party to or bound by any agreement or instrument
          or
          subject to any charter provision, bylaw or any other corporate restriction
          or
          any judgment, order, writ, injunction, decree, law or regulation that may
          materially and adversely affect its ability as Master Servicer to perform
          its
          obligations under this Trust Agreement or that requires the consent of
          any third
          person to the execution of this Trust Agreement or the performance by the
          Master
          Servicer of its obligations under this Trust Agreement;

         

        (vi)
          no
          litigation is pending or, to the best of the Master Servicer’s knowledge,
          threatened against the Master Servicer that would prohibit its entering
          into
          this Trust Agreement or performing its obligations under this Trust
          Agreement;

         

        (vii)
          the
          Master Servicer, or an affiliate thereof the primary business of which
          is the
          servicing of conventional residential mortgage loans, is a FNMA and FHLMC
          approved seller/servicer;

         

        (viii)
          no
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by the Master
          Servicer of or compliance by the Master Servicer with this Trust Agreement
          or
          the consummation of the transactions contemplated by this Trust Agreement,
          except for such consents, approvals, authorizations and orders (if any)
          as have
          been obtained; and

         


        
          
            
            

          

          
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        (ix)
          the
          consummation of the transactions contemplated by this Trust Agreement are
          in the
          ordinary course of business of the Master Servicer.

         

        (b)
          It is
          understood and agreed that the representations and warranties set forth
          in this
          Section shall survive the execution and delivery of this Trust Agreement.
          The Master Servicer shall indemnify the Depositor, the Securities Administrator
          and the Trustee and hold them harmless against any loss, damages, penalties,
          fines, forfeitures, reasonable legal fees and related costs, judgments,
          and
          other reasonable costs and expenses resulting from any claim, demand, defense
          or
          assertion based on or grounded upon, or resulting from, a material breach
          of the
          Master Servicer’s representations and warranties contained in
          Section 8.03(a) above. It is understood and agreed that the enforcement of
          the obligation of the Master Servicer set forth in this Section to
          indemnify the Depositor, the Securities Administrator and the Trustee
          constitutes the sole remedy of the Depositor and the Trustee, respecting
          a
          breach of the foregoing representations and warranties. Such indemnification
          shall survive any termination of the Master Servicer as Master Servicer
          hereunder and any termination of this Trust Agreement.

         

        Any
          cause
          of action against the Master Servicer relating to or arising out of the
          breach
          of any representations and warranties made in this Section shall accrue
          upon discovery of such breach by either the Depositor, the Master Servicer,
          the
          Securities Administrator or the Trustee or notice thereof by any one of
          such
          parties to the other parties.

         

        Section
          8.04 Master
          Servicer Events of Default.

         

        Each
          of
          the following shall constitute a Master Servicer Event of Default:

         

        (a)
          any
          failure by the Master Servicer to remit to the Securities Administrator
          any
          payment required to be made under the terms of this Trust Agreement which
          continues unremedied for a period of two (2) Business Days after the date
          upon
          which written notice of such failure, requiring the same to be remedied,
          shall
          have been given to the Master Servicer (with a copy to the Trustee) by
          the
          Securities Administrator;

         

        (b)
          failure by the Master Servicer to duly observe or perform, in any material
          respect, any other covenants, obligations or agreements of the Master Servicer
          as set forth in this Trust Agreement which failure continues unremedied
          for a
          period of thirty (30) days after the date on which written notice of such
          failure, requiring the same to be remedied, shall have been given to the
          Master
          Servicer by the Securities Administrator;

         


        
          
            
            

          

          
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        (c)
          failure by the Master Servicer to maintain its license to do business in
          any
          jurisdiction where the Mortgaged Premises are located if such license is
          required;

         

        (d)
          a
          decree or order of a court or agency or supervisory authority having
          jurisdiction for the appointment of a conservator or receiver or liquidator
          in
          any insolvency, bankruptcy, readjustment of debt, marshaling of assets
          and
          liabilities or similar proceedings, or for the winding-up or liquidation
          of its
          affairs, shall have been entered against the Master Servicer and such decree
          or
          order shall have remained in force, undischarged or unstayed for a period
          of
          sixty (60) days;

         

        (e)
          the
          Master Servicer shall consent to the appointment of a conservator or receiver
          or
          liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
          of
          assets and liabilities or similar proceedings of or relating to the Master
          Servicer or relating to all or substantially all of its property;

         

        (f)
          the
          Master Servicer shall admit in writing its inability to pay its debts as
          they
          become due, file a petition to take advantage of any applicable insolvency
          or
          reorganization statute, make an assignment for the benefit of its creditors,
          or
          voluntarily suspend payment of its obligations for three (3) Business
          Days;

         

        (g)
          an
          affiliate of the Master Servicer that performs any back-up servicer duties
          of
          the Master Servicer or any servicing duties assumed by the Master Servicer
          as
          successor servicer under any Servicing Agreement ceases to meet the
          qualifications of a FNMA or FHLMC servicer;

         

        (h)
          the
          Master Servicer attempts to assign this Trust Agreement or its responsibilities
          hereunder or to delegate its duties hereunder (or any portion thereof)
          without
          the consent of the Trustee and the Depositor; or

         

        (i)
          the
          indictment of the Master Servicer for the taking of any action by the Master
          Servicer, any employee thereof, any Affiliate or any director or employee
          thereof that constitutes fraud or criminal activity in the performance
          of its
          obligations under the Trust Agreement, in each case, where such indictment
          materially and adversely affects the ability of the Master Servicer to
          perform
          its obligations under the Trust Agreement (subject to the condition that
          such
          indictment is not dismissed within ninety (90) days).

         


        
          
            
            

          

          
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        In
          each
          and every such case, so long as a Master Servicer Event of Default shall
          not
          have been remedied, in addition to whatever rights the Trustee may have
          at law
          or equity to damages, including injunctive relief and specific performance,
          the
          Trustee, by notice in writing to the Master Servicer, may terminate with
          cause
          all the rights and obligations of the Master Servicer under this Trust
          Agreement.

         

        Upon
          receipt by the Master Servicer of such written notice, all authority and
          power
          of the Master Servicer under this Trust Agreement, shall pass to and be
          vested
          in any successor master servicer appointed hereunder that accepts such
          appointments. Upon written request from the Trustee, the Master Servicer
          shall
          prepare, execute and deliver to the successor entity designated by the
          Trustee
          any and all documents and other instruments related to the performance
          of its
          duties hereunder as the Master Servicer and, place in such successor’s
          possession all such documents, together with any Mortgage Files related
          to any
          pool of Mortgage Loans with respect to which it acts as a successor servicer,
          and do or cause to be done all other acts or things necessary or appropriate
          to
          effect the purposes of such notice of termination, at the Master Servicer’s sole
          expense. The Master Servicer shall cooperate with the Trustee and such
          successor
          master servicer in effecting the termination of the Master Servicer’s
          responsibilities and rights hereunder, including without limitation, the
          transfer to such successor master servicer for administration by it of
          all cash
          amounts that shall at the time be credited to the Master Servicer Account
          or are
          thereafter received with respect to the Mortgage Loans.

         

        The
          Master Servicer being terminated shall bear and agrees to reimburse the
          Trustee
          and the successor master servicer from all costs, damages, expenses and
          liabilities incurred by them in connection with the transfer of master
          servicing, including but not limited to, legal fees and expenses, accounting
          fees and expenses. If the terminated Master Servicer does not pay any such
          costs
          and expenses within thirty (30) days of its receipt of an invoice therefore,
          the
          Trust shall reimburse the Trustee (or successor master servicer therefore)
          and
          the Trustee shall be entitled to withdraw such reimbursement from amounts
          on
          deposit in the Certificate Account pursuant to Section 3.01(a)(iv); provided
          that the terminated Master Servicer shall reimburse the Trust for any such
          expense incurred by the Trust.

         

        Section
          8.05 Waiver
          of Default.

         

        By
          a
          written notice, the Trustee may waive any default by the Master Servicer
          in the
          performance of its obligations hereunder and its consequences. Upon any
          waiver
          of a past default, such default shall cease to exist, and any Master Servicer
          Event of Default arising therefrom shall be deemed to have been remedied
          for
          every purpose of this Trust Agreement. No such waiver shall extend to any
          subsequent or other default or impair any right consequent thereon except
          to the
          extent expressly so waived.

         

        Section
          8.06 Successor
          to the Master Servicer.

         

        Upon
          termination of the Master Servicer’s responsibilities and duties under this
          Trust Agreement, the Trustee shall appoint a successor, which shall succeed
          to
          all rights and assume all of the responsibilities, duties and liabilities
          of the
          Master Servicer under this Trust Agreement prior to the termination of
          the
          Master Servicer. In connection with such appointment and assumption, the
          Trustee
          may make such arrangements for the compensation of such successor out of
          payments on Mortgage Loans as it and such successor shall agree; provided,
          however,
          that in
          no event shall the Master Servicing Fee paid to such successor master servicer
          exceed that paid to the Master Servicer hereunder. In the event that the
          Master
          Servicer’s duties, responsibilities and liabilities under this Trust Agreement
          are terminated, the Master Servicer shall continue to discharge its duties
          and
          responsibilities hereunder until the effective date of such termination
          with the
          same degree of diligence and prudence that it is obligated to exercise
          under
          this Trust Agreement and shall take no action whatsoever that might impair
          or
          prejudice the rights of its successor. The termination of the Master Servicer
          shall not become effective until a successor shall be appointed pursuant
          hereto
          and shall in no event (a) relieve the Master Servicer of responsibility for
          the representations and warranties made pursuant to Section 8.03(a) hereof
          and the remedies available to the Trustee under Section 8.03(b) hereof, it
          being understood and agreed that the provisions of Section 8.03 hereof
          shall be applicable to the Master Servicer notwithstanding any such sale,
          assignment, resignation or termination of the Master Servicer or the termination
          of this Trust Agreement; or (b) affect the right of the Master Servicer to
          receive payment and/or reimbursement of any amounts accruing to it hereunder
          prior to the date of termination (or during any transition period in which
          the
          Master Servicer continues to perform its duties hereunder prior to the
          date the
          successor master servicer fully assumes its duties).

         


        
          
            
            

          

          
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        If
          no
          successor master servicer has accepted its appointment within ninety (90)
          days
          of the time the Trustee receives the resignation of the Master Servicer,
          the
          Trustee shall be the successor master servicer in all respects under the
          Trust
          Agreement and shall have all the rights and powers and be subject to all
          the
          responsibilities, duties and liabilities relating thereto, including the
          obligation to make Monthly Advances; provided,
          however,
          that
          any
          failure to perform any duties or responsibilities caused by the Master
          Servicer’s failure to provide information required by these Standard Terms shall
          not be considered a default by the Trustee hereunder. In the Trustee’s capacity
          as such successor, the Trustee shall have the same limitations on liability
          herein granted to the Master Servicer. As compensation therefor, the Trustee
          shall be entitled to receive the compensation, reimbursement and indemnities
          otherwise payable to the Master Servicer under these Standard Terms, including
          the fees and other amounts payable pursuant to Section 8.07
          hereof.

         

        Any
          successor master servicer appointed as provided herein, shall execute,
          acknowledge and deliver to the Master Servicer and to the Trustee (a) an
          instrument accepting such appointment hereunder, wherein the successor
          shall
          make the representations and warranties set forth in Section 8.03(a) hereof
          and (b) if the Depositor is subject to Exchange Act reporting with respect
          to
          the Certificates, the certification required pursuant to the first sentence
          of
          Section 8.01(e) hereof, and whereupon such successor shall become fully
          vested
          with all of the rights, powers, duties, responsibilities, obligations and
          liabilities of the Master Servicer, with like effect as if originally named
          as a
          party to this Trust Agreement. Any termination or resignation of the Master
          Servicer or termination of this Trust Agreement shall not affect any claims
          that
          the Trustee may have against the Master Servicer arising out of the Master
          Servicer’s actions or failure to act prior to any such termination or
          resignation.

         

        Upon
          a
          successor’s acceptance of appointment as such, the Master Servicer shall notify
          by mail the Trustee of such appointment.

         


        
          
            
            

          

          
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        Section
          8.07 Fees
          and Other Amounts Payable to the Master Servicer.

         

        The
          Master Servicer and the Trustee, as successor Master Servicer, shall be
          entitled
          to either retain or withdraw from the Master Servicer Account, (a) the
          Master Servicing Fee, (b) amounts necessary to reimburse itself for any
          previously unreimbursed Advances and any Advances the Master Servicer deems
          to
          be non-recoverable from the related Mortgage Loan proceeds, (c) an
          aggregate annual amount to indemnify the Master Servicer for amounts due
          in
          accordance with Section 8.01(b), 8.11 and 8.12 hereof, and (d) any
          other amounts that it or the Trustee, as successor Master Servicer is entitled
          to receive hereunder for reimbursement, indemnification or otherwise. The
          Master
          Servicer shall be required to pay all expenses incurred by it in connection
          with
          its activities hereunder and shall not be entitled to reimbursement therefor
          except as provided in this Trust Agreement. 

         

        Section
          8.08 Merger
          or Consolidation.

         

        Any
          Person into which the Master Servicer may be merged or consolidated, or
          any
          Person resulting from any merger, conversion, other change in form or
          consolidation to which the Master Servicer shall be a party, or any Person
          succeeding to the business of the Master Servicer, shall be the successor
          to the
          Master Servicer hereunder, without the execution or filing of any paper
          or any
          further act on the part of any of the parties hereto, anything herein to
          the
          contrary notwithstanding; provided,
          however,
          that the
          successor or resulting Person to the Master Servicer shall (a) be a Person
          (or have an Affiliate) that is qualified and approved to service mortgage
          loans
          for Fannie Mae and FHLMC (provided
          that
          a
          successor master servicer that satisfies subclause (a) through an Affiliate
          agrees to service the Mortgage Loans in accordance with all applicable
          Fannie
          Mae and FHLMC guidelines) and (b) have a net worth of not less than
          $25,000,000.

         

        Section
          8.09 Resignation
          and Removal of Master Servicer.

         

        Except
          as
          otherwise provided in Sections 8.08 and 8.10 hereof, the Master Servicer
          shall not resign from the obligations and duties hereby imposed on it unless
          the
          Master Servicer’s duties hereunder are no longer permissible under applicable
          law or are in material conflict by reason of applicable law with any other
          activities carried on by it and cannot be cured. Any such determination
          permitting the resignation of the Master Servicer shall be evidenced by
          an
          Opinion of Counsel that shall be Independent to such effect delivered to
          the
          Trustee. No such resignation shall become effective until the Trustee shall
          have
          assumed, or a successor master servicer shall have been appointed by the
          Trustee
          and until such successor shall have assumed, the Master Servicer’s
          responsibilities and obligations under this Trust Agreement. Notice of
          such
          resignation shall be given promptly by the Master Servicer and the Depositor
          to
          the Trustee.

         

        In
          the
          event that the Master Servicer fails to comply with the provisions of Section
          3.02, the Depositor may at any such time remove the Master Servicer by
          written
          instrument, in duplicate, which instrument shall be delivered to the Master
          Servicer so removed and to the Trustee. In any such event the Trustee shall
          appoint a successor master servicer by written instrument, in duplicate,
          which
          instrument shall be delivered to the Master Servicer so removed, to the
          Depositor and to the successor master servicer. If the Trustee and Depositor
          execute such an instrument, then the Trustee shall deliver copies of such
          instrument to the Certificateholders and each Servicer.

         


        
          
            
            

          

          
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        Section
          8.10 Assignment
          or Delegation of Duties by the Master Servicer.

         

        Except
          as
          expressly provided herein, the Master Servicer shall not assign or transfer
          any
          of its rights, benefits or privileges hereunder to any other Person, or
          delegate
          to or subcontract with, or authorize or appoint any other Person to perform
          any
          of the duties, covenants or obligations to be performed by the Master Servicer
          without the prior written consent of Freddie Mac; provided,
          however,
          that the
          Master Servicer shall have the right with the prior written consent of
          the
          Trustee and the Depositor (which shall not be unreasonably withheld) and
          upon
          delivery to the Trustee and the Depositor of a letter from each Rating
          Agency to
          the effect that such action shall not result in a downgrade or withdrawal
          of the
          ratings assigned to any of the Certificates, to delegate or assign to or
          subcontract with or authorize or appoint any qualified Person to perform
          and
          carry out any duties, covenants or obligations to be performed and carried
          out
          by the Master Servicer hereunder. Notice of such permitted assignment shall
          be
          given promptly by the Master Servicer to the Depositor and the Trustee.
          If,
          pursuant to any provision hereof, the duties of the Master Servicer are
          transferred to a successor master servicer, the entire amount of the Master
          Servicing Fee and other compensation payable to the Master Servicer pursuant
          hereto shall thereafter be payable to such successor master servicer, but
          in no
          event shall the Master Servicing Fee payable to the successor master servicer
          exceed that payable to the predecessor master servicer.

         

        Section
          8.11 Limitation
          on Liability of the Master Servicer and Others.

         

        Neither
          the Master Servicer nor any of the directors, officers, employees or agents
          of
          the Master Servicer shall be under any liability to the Trustee, the Depositor,
          the Securities Administrator or the Certificateholders for any action taken
          or
          for refraining from the taking of any action in good faith pursuant to
          this
          Trust Agreement, or for errors in judgment; provided,
          however,
          that
          this provision shall not protect the Master Servicer or any such person
          against
          any liability that would otherwise be imposed by reason of willful malfeasance,
          bad faith or negligence in the performance of its duties or by reason of
          reckless disregard for its obligations and duties under this Trust Agreement.
          The Master Servicer and any director, officer, employee or agent of the
          Master
          Servicer may rely in good faith on any document prima
          facie
          properly
          executed and submitted by any Person respecting any matters arising hereunder.
          The Master Servicer shall be under no obligation to appear in, prosecute
          or
          defend any legal action that is not incidental to its duties as Master
          Servicer
          with respect to the Mortgage Loans under this Trust Agreement and that
          in its
          opinion may involve it in any expenses or liability; provided,
          however,
          that the
          Master Servicer may in its sole discretion undertake any such action that
          it may
          deem necessary or desirable in respect to this Trust Agreement and the
          rights
          and duties of the parties hereto and the interests of the Certificateholders
          hereunder. In such event, the legal expenses and costs of such action and
          any
          liability resulting therefrom, shall be liabilities of the Trust, and the
          Master
          Servicer shall be entitled to be reimbursed therefor out of the Master
          Servicer
          Account in accordance with the provisions of Section 8.07 and
          Section 8.12.

         

        The
          Master Servicer shall not be liable for any acts or omissions of any Servicer
          except to the extent that damages or expenses are incurred as a result
          of such
          act or omissions and such damages and expenses would not have been incurred
          but
          for the negligence, willful malfeasance, bad faith or recklessness of the
          Master
          Servicer in supervising, monitoring and overseeing the obligations of each
          Servicer under this Trust Agreement.

         


        
          
            
            

          

          
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        Section
          8.12 Indemnification;
          Third-Party Claims.

         

        The
          Master Servicer agrees to indemnify the Depositor, the Securities Administrator
          and the Trustee, and hold them harmless against, any and all claims, losses,
          penalties, fines, forfeitures, legal fees and related costs, judgments,
          and any
          other costs, liability, fees and expenses that the Depositor, the Securities
          Administrator or the Trustee may sustain as a result of the Master Servicer’s
          willful malfeasance, bad faith or negligence in the performance of its
          duties
          hereunder or by reason of its reckless disregard for its obligations and
          duties
          under this Trust Agreement. Each of the Depositor, the Securities Administrator
          and the Trustee shall, immediately upon notice to it, notify the Master
          Servicer
          if a claim is made by a third party with respect to this Trust Agreement
          or the
          Mortgage Loans which would entitle the Depositor, the Securities Administrator
          or the Trustee, as the case may be, to indemnification under this
          Section 8.12, whereupon the Master Servicer shall assume the defense of any
          such claim and pay all expenses in connection therewith, including counsel
          fees
          and expenses, and promptly pay, discharge and satisfy any judgment or decree
          which may be entered against it or them in respect of such claim.

         

        The
          Trust
          will indemnify the Master Servicer and hold it harmless against any and
          all
          claims, losses, penalties, fines, forfeitures, legal fees and related costs,
          judgments, and any other costs, liabilities, fees and expenses that the
          Master
          Servicer may incur or sustain in connection with, arising out of or related
          to
          this Trust Agreement, any Servicing Agreement, any Assignment Agreement,
          the
          Custodial Agreement or the Certificates, except to the extent that any
          such
          loss, liability or expense (a) is related to (i) a material breach of the
          Master Servicer’s representations and warranties in the Trust Agreement or
          (ii) the Master Servicer’s willful malfeasance, bad faith or negligence or
          by reason of its reckless disregard of its duties and obligations under
          any such
          agreement or (b) does not constitute an “unanticipated expense” within the
          meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii). The Master Servicer
          shall be entitled to reimburse itself for any such indemnified amount from
          funds
          on deposit in the Master Servicer Account.

         

        ARTICLE
          IX


         

        CONCERNING
          THE TRUSTEE

         

        Section
          9.01 Duties
          of Trustee.

         

        The
          Trustee, prior to the occurrence of a Master Servicer Event of Default
          and after
          the curing of any such Master Servicer Event of Default, undertakes to
          perform
          such duties and only such duties as are specifically set forth in the Trust
          Agreement. Notwithstanding anything to the contrary herein, the appointment
          by
          the Trustee of Wells Fargo Bank as Securities Administrator to perform
          the
          duties and obligations specifically set forth in Sections 2.03, 3.01, 3.02,
          3.03, 3.05, 4.01, 4.03, 4.04, 5.02, 5.03, 5.04, 5.08, 7.01, 7.02 and 10.03
          hereof, and any other duties and obligations as may be set forth in a letter
          agreement between Wells Fargo Bank, and the Trustee, shall not release
          the
          Trustee from its duty to perform such duties and obligations hereunder;
          provided,
          however,
          that
          the Trustee shall not be liable for any action or failure to act by the
          Securities Administrator pursuant to any such Section. During a Master
          Servicer
          Event of Default relating to the Trustee of which a Responsible Officer
          of the
          Trustee has notice, the Trustee shall exercise such of the rights and powers
          vested in it by the Trust Agreement, and use the same degree of care and
          skill
          in their exercise as a prudent Person would exercise or use under the
          circumstances in the conduct of such Person’s own affairs. 

         


        
          
            
            

          

          
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        The
          Trustee upon receipt of all resolutions, certificates, statements, reports,
          documents, orders or other instruments created by any Person other than
          itself
          and furnished to it which are specifically required to be furnished pursuant
          to
          any provision of the Trust Agreement, Custody Agreement, Servicing Agreement,
          Sale Agreement or Assignment Agreement shall examine them to determine
          whether
          they conform to the requirements of such agreement; provided,
          however,
          that the
          Trustee shall not be under any duty to recalculate, verify or recompute
          the
          information provided to it hereunder by any Servicer or the Depositor.
          If any
          such instrument is found not to conform to the requirements of such agreement
          in
          a material manner, the Trustee shall take action as it deems appropriate
          to have
          the instrument corrected, and if the instrument is not corrected to its
          satisfaction, then it will provide notice thereof to the other and to the
          Certificateholders.

         

        No
          provision of the Trust Agreement shall be construed to relieve the Trustee
          from
          liability for its own negligent action, its own negligent failure to act
          or its
          own willful misconduct; provided,
          however,
          that:

         

        (a)
          Prior
          to the
          occurrence of any Master
          Servicer Event
          of
          Default and after the curing of all of such Events of Default, the
          respective duties and obligations of the Trustee shall be determined solely
          by
          the express provisions of the Trust Agreement (including the obligation
          of the
          Trustee to enforce each Custody Agreement against the related Custodian,
          each
          Sale Agreement against the related Seller, each Assignment Agreement against
          GSMC and otherwise to act as owner under such agreements for the benefit
          of the
          Certificateholders), the Trustee shall not be liable except for the performance
          of the respective duties and obligations as are specifically set forth
          in the
          Trust Agreement, no implied covenants or obligations shall be read into
          the
          Trust Agreement against the Trustee and, in the absence of bad faith on
          the part
          of the Trustee, the Trustee may conclusively rely, as to the truth of the
          statements and the correctness of the opinions expressed therein, upon
          any
          certificates or opinions furnished to the Trustee that conform to the
          requirements of the Trust Agreement;

         

        (b)
          The
          Trustee shall not be personally liable for an error of judgment made in
          good
          faith by an Officer of the Trustee unless it shall be proved that the Trustee
          was negligent in ascertaining the pertinent facts;

         


        
          
            
            

          

          
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        (c)
          The
          Trustee shall not be personally liable with respect to any action taken,
          suffered or omitted to be taken by it in good faith in accordance with
          the
          direction of Holders of Certificates entitled to at least 25% of the Voting
          Rights relating to the time, method and place of conducting any proceeding
          for
          any remedy available to the Trustee, or exercising any trust or power conferred
          upon the Trustee, under the Trust Agreement;

         

        (d)
          Any
          determination of negligence, bad faith, willful misconduct or breach of
          conduct
          of the Trustee shall be made only upon a finding that there is clear and
          convincing evidence (and not upon the mere preponderance of evidence) thereof
          in
          a proceeding before a court of competent jurisdiction in which the Trustee
          has
          had an opportunity to defend; and

         

        (e)
          In no
          event shall the Trustee be held liable for the actions or omissions of
          the
          Master Servicer, Securities Administrator, any Servicer or Custodian (excepting
          the Trustee’s own actions as Servicer or Custodian). Prior to the occurrence of
          any Event of Default and after the curing of all such Events of Default,
          other
          than those obligations assumed by the Trustee as successor Servicer under
          Article VII, no provision of the Trust Agreement shall require the Trustee
          to
          expend or risk its own funds or otherwise incur any financial liability
          in the
          performance of any of its duties hereunder, or in the exercise of any of
          its
          rights or powers, if it shall have reasonable grounds for believing that
          repayment of such funds or adequate indemnity against such risk or liability
          is
          not reasonably assured to it unless such risk or liability relates to duties
          set
          forth herein.

         

        Section
          9.02 Certain
          Matters Affecting the Trustee.

         

        (a)
          Except as otherwise provided in Section 9.01 hereof:

         

        (i)
          The
          Trustee may rely and shall be protected in acting or refraining from acting
          upon
          any resolution, certificate of auditors or any other certificate, statement,
          instrument, opinion, report, notice, request, consent, order, appraisal,
          bond or
          other paper or document believed by it to be genuine and to have been signed or
          presented by the proper party or parties. Further, the Trustee may accept
          a copy
          of the vote of the Board of Directors of any party certified by its clerk
          or
          assistant clerk or secretary or assistant secretary as conclusive evidence
          of
          the authority of any person to act in accordance with such vote, and such
          vote
          may be considered as in full force and effect until receipt by the Trustee
          of
          written notice to the contrary;

         

        (ii)
          The
          Trustee may, in the absence of bad faith on its part, rely upon a certificate
          of
          an Officer of the appropriate Person whenever in the administration of
          the Trust
          Agreement the Trustee shall deem it desirable that a matter be proved or
          established (unless other evidence be herein specifically prescribed) prior
          to
          taking, suffering or omitting any action hereunder;

         


        
          
            
            

          

          
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        (iii)
          The
          Trustee may consult with counsel and the written advice of such counsel
          or any
          Opinion of Counsel shall be full and complete authorization and protection
          in
          respect of any action taken or suffered or omitted by it hereunder in good
          faith
          and in accordance with such written advice or Opinion of Counsel;

         

        (iv)
          The
          Trustee shall not be under any obligation to exercise any of the trusts
          or
          powers vested in it by the Trust Agreement or to institute, conduct or
          defend
          any litigation thereunder or in relation thereto at the request, order
          or
          direction of any of the Certificateholders, pursuant to the provisions
          of the
          Trust Agreement, unless such Certificateholders shall have offered to the
          Trustee reasonable security or indemnity against the costs, expenses and
          liabilities which may be incurred therein or thereby;

         

        (v)
          The
          Trustee shall not be personally liable for any action taken, suffered or
          omitted
          by it in good faith and believed by it to be authorized or within the discretion
          or rights or powers conferred upon it by the Trust Agreement;

         

        (vi)
          The
          Trustee shall not be bound to make any investigation into the facts or
          matters
          stated in any resolution, certificate, statement, instrument, opinion,
          report,
          notice, request, consent, order, approval, bond or other paper or document,
          unless requested in writing to do so by Holders of Certificates entitled
          to at
          least 25% of the Voting Rights; provided,
          however,
          that if
          the payment within a reasonable time to the Trustee of the costs, expenses
          or
          liabilities likely to be incurred by it in the making of such investigation
          is,
          in the opinion of the Trustee not assured to the Trustee by the security
          afforded to it by the terms of the Trust Agreement, the Trustee may require
          indemnity against such expense or liability as a condition to taking any
          such
          action;

         

        (vii)
          The
          Trustee may execute any of the trusts or powers under the Trust Agreement
          or
          perform any duties hereunder either directly or by or through agents or
          attorneys and the Trustee shall not be responsible for any misconduct or
          negligence on the part of any agent or attorney appointed with due care
          by it
          under the Trust Agreement, provided that any agent appointed by the Trustee
          hereunder shall be entitled to all of the protections of the Trustee under
          this
          Agreement including, without limitation, the indemnification provided for
          under
          Section 9.05 hereof;

         

        (viii)
          Whenever the Trustee is authorized herein to require acts or documents
          in
          addition to those required to be provided it in any matter, it shall be
          under no
          obligation to make any determination whether or not such additional acts
          or
          documents should be required unless obligated to do so under
          Section 9.01;

         

        (ix)
          The
          permissive right or authority of the Trustee to take any action enumerated
          in
          this Agreement shall not be construed as a duty or obligation;

         


        
          
            
            

          

          
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        (x)
          The
          Trustee shall not be deemed to have notice of any matter, including without
          limitation any Event of Default, unless one of its Responsible Officers
          has
          actual knowledge thereof or unless written notice thereof is received by
          the
          Trustee at its Corporate Trust Office and such notice references the applicable
          Certificates generally, the applicable Servicer or Seller, the Trust or
          this
          Agreement;

         

        (xi)
          The
          Trustee shall not be required to expend or risk its own funds or otherwise
          incur
          financial liability for the performance of any of its duties hereunder
          or the
          exercise of any of its rights or powers (except with respect to its obligation
          to make Monthly Advances as successor Master Servicer pursuant hereto)
          if there
          is reasonable ground for believing that the repayment of such funds or
          adequate
          indemnity against such risk or liability is not assured to it, and none
          of the
          provisions contained in this Agreement shall in any event require the Trustee
          to
          perform, or be responsible for the manner of performance of, any of the
          obligations of any Servicer or the Master Servicer under this Agreement
          except
          with respect to the Trustee’s obligation to make Monthly Advances pursuant
          hereto as successor Master Servicer or any successor master servicer under
          this
          Agreement and during such time, if any, as the Trustee shall be the successor
          to, and be vested with the rights, duties, powers and privileges of, any
          Servicer or the Master Servicer in accordance with the terms of this
          Agreement;

         

        (xii)
          Subject to the other provisions of this Agreement and without limiting
          the
          generality of this Section 9.02, the Trustee shall not have any duty
          (A) to see to any recording, filing or depositing of this Agreement or any
          agreement referred to herein or any financing statement or continuation
          statement evidencing a security interest, or to see the maintenance of
          any such
          recording of filing or depositing or to any rerecording, refiling or
          redepositing any thereof, (B) to see to any insurance, (C) to see to
          the payment or discharge of any tax, assessment or other governmental charge
          or
          any lien or encumbrance of any kind owing with respect to, assessed or
          levied
          against, any part of the Trust Estate other than from funds available in
          the
          Certificate Account, or (D) to confirm or verify the contents of any
          reports or certificates of any Servicer delivered to the Trustee pursuant
          to
          this Agreement believed by the Trustee to be genuine and to have been signed
          or
          presented by the proper party or parties;

         

        (xiii)
          The Trustee shall not be required to give any bond or surety in respect
          of the
          execution of the Trust Estate created hereby or the powers granted hereunder;
          and

         

        (xiv)
          Anything in this Agreement to the contrary notwithstanding, in no event
          shall
          the Trustee be liable for special, indirect or consequential loss or damage
          of
          any kind whatsoever (including but not limited to lost profits), even if
          the
          Trustee has been advised of the likelihood of such loss or damage and regardless
          of the form of action.

         

        (b)
          All
          rights of action under the Trust Agreement or under any of the Certificates,
          enforceable by the Trustee may be enforced by it without the possession
          of any
          of the Certificates, or the production thereof at the trial or other proceeding
          relating thereto, and any such suit, action or proceeding instituted by
          the
          Trustee shall be brought in its name for the benefit of all the Holders
          of such
          Certificates, subject to the provisions of the Trust Agreement. Any recovery
          of
          judgment shall, after provision for the payment of the reasonable compensation,
          expenses, disbursements and advances of the Trustee, its agents and counsel,
          be
          for the ratable benefit of the Holders in respect of which such judgment
          has
          been recovered.

         


        
          
            
            

          

          
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        Section
          9.03 Trustee
          Not Liable for Certificates or Mortgage Loans.

         

        The
          recitals contained in the Trust Agreement and in the Certificates (other
          than
          the signature of the Trustee, the acknowledgments by the Trustee in
          Section 2.02 hereof and the representations and warranties made in
          Section 9.13 hereof) shall be taken as the statements of the Depositor, and
          the Trustee assumes no responsibility for their correctness. The Trustee
          makes
          no representations or warranties as to the validity or sufficiency of the
          Trust
          Agreement, any Supplemental Trust Agreement or of the Certificates (other
          than
          the signature of the Trustee on the Certificates) or of any Mortgage Loan
          or related document. The Trustee shall not be accountable for the use or
          application by the Depositor of any of the Certificates or of the proceeds
          of
          such Certificates, or for the use or application of any funds paid to the
          Depositor in respect of the Mortgage Loans or deposited in or withdrawn
          from any
          Collection Account, the Master Servicer Account or the Certificate Account
          or
          Collection Account other than any funds, if any, held by the Trustee in
          accordance with Sections 3.01 and 3.02 or as owner of the Regular Interests
          of any REMIC.

         

        Section
          9.04 Trustee
          May Own Certificates.

         

        The
          Trustee in its individual capacity or any other capacity may become the
          owner or
          pledgee of Certificates with the same rights it would have if it were not
          Trustee.

         

        Section
          9.05 Trustee’s
          Fees and Expenses and Indemnification.

         

        Pursuant
          to the Trust Agreement, the Trustee shall be paid by the Securities
          Administrator. The Trustee shall be entitled to reimbursement for all reasonable
          expenses and disbursements incurred or made by the Trustee in accordance
          with
          any of the provisions of the Trust Agreement (including but not limited
          to the
          reasonable compensation and the expenses and disbursements of its counsel
          and of
          all persons not regularly in its employ) except any such expense, disbursement
          or advance as may arise from its negligence, bad faith, willful misconduct
          or
          breach of contract by the Trustee. The Trustee and any director, officer,
          employee or agent of the Trustee shall be indemnified and held harmless
          by the
          Trust against any loss, liability or expense thereof, including reasonable
          attorney’s fees and expenses, incurred, arising out of or in connection with the
          Trust Agreement, any Custody Agreement, any Supplemental Trust Agreement
          or the
          Certificates, including, but not limited to, any such loss, liability,
          or
          expense incurred in connection with any legal action against the Trust
          or the
          Trustee or any director, officer, employee or agent thereof, or the performance
          of any of the Trustee’s duties under the Trust Agreement other than any loss,
          liability or expense incurred by reason of willful misfeasance, bad faith,
          negligence, willful misconduct or breach of contract in the performance
          of
          duties under the Trust Agreement or by reason of reckless disregard of
          obligations and duties under the Trust Agreement or that do not constitute
          “unanticipated expenses” within the meaning of Treasury Regulation Section
          1.860G-1(b)(3)(ii). The provisions of this Section 9.05 shall survive the
          resignation or removal of the Trustee.

         


        
          
            
            

          

          
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        Section
          9.06 Eligibility
          Requirements for Trustee.

         

        The
          Trustee shall at all times be a corporation or national banking association
          that
          is not an Affiliate of the Depositor organized and doing business under
          the laws
          of any state or the United States of America, authorized under such laws
          to
          exercise corporate trust powers, having a combined capital and surplus
          of at
          least $50,000,000 and subject to supervision or examination by federal
          or state
          authority. If such corporation publishes reports of its conditions at least
          annually, pursuant to law or to the requirements of the aforesaid supervising
          or
          examining authority, then for the purposes of this Section the combined
          capital and surplus of such corporation shall be deemed to be its combined
          capital and surplus as set forth in its most recent report of conditions
          so
          published. In case at any time the Trustee shall cease to be eligible in
          accordance with the provisions of this Section, the Trustee shall resign
          immediately in the manner and with the effect specified in
          Section 9.07.

         

        Section
          9.07 Resignation
          and Removal of the Trustee.

         

        The
          Trustee may at any time resign and be discharged from the trusts created
          pursuant to the Trust Agreement by giving written notice thereof to the
          Depositor, the Master Servicer and to all Certificateholders. Upon receiving
          such notice of resignation, the Depositor shall promptly appoint a successor
          trustee by written instrument, in triplicate, which instrument shall be
          delivered to the resigning Trustee and to the successor trustee. A copy
          of such
          instrument shall be delivered to the Depositor, the Certificateholders
          and each
          Servicer by the Depositor. If no successor trustee shall have been so appointed
          and have accepted appointment within sixty (60) days after the giving of
          such
          notice of resignation, the resigning Trustee may petition any court of
          competent
          jurisdiction for the appointment of a successor trustee.

         

        The
          Depositor may at any time remove the Trustee and appoint a successor trustee
          by
          written instrument, in duplicate, which instrument shall be delivered to
          the
          Trustee so removed and to the successor trustee. If the Depositor executes
          such
          an instrument, then the Depositor shall deliver a copy of such instrument
          to the
          Certificateholders, the Trustee and each Servicer.

         

        The
          Holders of Certificates entitled to at least 51% of the Voting Rights may
          at any
          time remove the Trustee and appoint a successor trustee by written instrument
          or
          instruments, in triplicate, signed by such Holders or their attorneys-in-fact
          duly authorized, one complete set of which instruments shall be delivered
          to
          each of the Depositor, the Trustee so removed and the successor trustee
          so
          appointed. A copy of such instrument shall be delivered to the
          Certificateholders and each Servicer and Seller by the Depositor.

         

        Any
          resignation or removal of the Trustee and appointment of a successor trustee
          pursuant to any of the provisions of this Section shall not become
          effective until acceptance of appointment by the successor trustee as provided
          in Section 9.08 hereof.

         


        
          
            
            

          

          
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        Section
          9.08 Successor
          Trustee.

         

        Any
          successor trustee appointed as provided in Section 9.07 shall execute,
          acknowledge and deliver to the Depositor and to the predecessor trustee
          an
          instrument accepting such appointment under the Trust Agreement and thereupon
          the resignation or removal of the predecessor trustee shall become effective
          and
          such successor trustee without any further act, deed or conveyance, shall
          become
          fully vested with all the rights, powers, duties and obligations of its
          predecessor thereunder, with the like effect as if originally named as
          trustee
          therein. The predecessor trustee shall deliver to the successor trustee,
          all
          Trustee Mortgage Loan Files and related documents and statements held by
          it
          under the Trust Agreement and the Depositor and the predecessor trustee
          shall
          execute and deliver such instruments and do such other things as may reasonably
          be required for more fully and certainly vesting and confirming in the
          successor
          trustee, all such rights, powers, duties and obligations.

         

        No
          successor trustee shall accept appointment as provided in this
          Section unless at the time of such acceptance such successor trustee shall
          be eligible under the provisions of Section 9.06 hereof.

         

        Upon
          acceptance of appointment by a successor trustee as provided in this Section,
          the Depositor shall mail notice of the succession of such trustee under
          the
          Trust Agreement to all Holders of Certificates at their addresses as shown
          in
          the Certificate Register. If the Depositor fails to mail such notice within
          ten
          (10) days after acceptance of appointment by the successor trustee, the
          Trustee
          shall cause such notice to be mailed at the expense of the
          Depositor.

         

        Notwithstanding
          anything to the contrary contained herein, the appointment of any successor
          Trustee pursuant to any provisions of this Agreement will be subject to
          the
          prior written consent of the Trustee, which consent will not be unreasonably
          withheld.

         

        Section
          9.09 Merger
          or Consolidation of Trustee.

         

        Any
          corporation into which the Trustee may be merged or converted or with which
          it
          may be consolidated or any corporation resulting from any merger, conversion
          or
          consolidation to which the Trustee shall be a party, or any corporation
          succeeding to the corporate trust business of the Trustee shall be the
          successor
          of the Trustee under the Trust Agreement, provided
          such
          corporation shall be eligible under the provisions of Section 9.06, without
          the execution or filing of any paper or any further act on the part of
          any of
          the parties hereto, anything herein to the contrary
          notwithstanding.

         

        Section
          9.10 Appointment
          of Co-Trustee or Separate Trustee.

         

        For
          the
          purpose of meeting any legal requirements of any jurisdiction in which
          any part
          of the Trust or property securing the same may at the time be located,
          the
          Depositor and the Trustee acting jointly shall have the power and shall
          execute
          and deliver all instruments to appoint one or more Persons approved by
          the
          Trustee to act as co-trustee or co-trustees, jointly with the Trustee,
          or
          separate trustee or trustees, of all or any part of the Trust, and to vest
          in
          such Person or Persons, in such capacity, such title to the Trust, or any
          part
          thereof, and, subject to the other provisions of this Section 9.10, such
          powers, duties, obligations, rights and trusts as the Depositor and the
          Trustee
          may consider necessary or desirable. If the Depositor shall not have joined
          in
          such appointment within fifteen (15) days after the receipt by it of a
          request
          so to do, the Trustee alone shall have the power to make such appointment.
          No
          co-trustee or separate trustee(s) hereunder shall be required to meet the
          terms
          of eligibility as a successor trustee under Section 9.06 hereof and no
          notice to Holders of Certificates of the appointment of co-trustee(s) or
          separate trustee(s) shall be required under Section 9.08
          hereof.

         


        
          
            
            

          

          
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        In
          the
          case of any appointment of a co-trustee or separate trustee pursuant to
          this
          Section 9.10 all rights, powers, duties and obligations conferred or
          imposed upon the Trustee shall be conferred or imposed upon and exercised
          or
          performed by the Trustee and such separate trustee or co-trustee jointly,
          except
          to the extent that under any law of any jurisdiction in which any particular
          act
          or acts are to be performed the Trustee shall be incompetent or unqualified
          to
          perform such act or acts, in which event such rights, powers, duties and
          obligations (including the holding of title to the Trust or any portion
          thereof
          in any such jurisdiction) shall be exercised and performed by such separate
          trustee or co-trustee at the direction of the Trustee.

         

        Any
          notice, request or other writing given to the Trustee shall be deemed to
          have
          been given to each of the then separate trustees and co-trustees, as effectively
          as if given to each of them. Every instrument appointing any separate trustee
          or
          co-trustee shall refer to the Trust Agreement and the conditions of this
          Article IX. Each separate trustee and co-trustee, upon its acceptance of
          the trusts conferred, shall be vested with the estates or property specified
          in
          its instrument of appointment, either jointly with the Trustee or separately,
          as
          may be provided therein, subject to all the provisions of the Trust Agreement,
          specifically including every provision of the Trust Agreement relating
          to the
          conduct of, affecting the liability of, or affording protection to, the
          Trustee.
          Every such instrument shall be filed with the Trustee. No trustee (including
          the
          Trustee) shall be responsible for the actions of any co-trustee.

         

        Any
          separate trustee or co-trustee may, at any time, constitute the Trustee,
          its
          agent or attorney-in-fact, with full power and authority, to the extent
          not
          prohibited by law, to do any lawful act under or in respect of the Trust
          Agreement on its behalf and in its name. If any separate trustee or co-trustee
          shall die, become incapable of acting, resign or be removed, all of its
          estates,
          properties, rights, remedies and trusts shall vest in and be exercised
          by the
          Trustee, to the extent permitted by law, without the appointment of a new
          or
          successor trustee.

         

        Section
          9.11 Appointment
          of Custodians.

         

        The
          Trustee may appoint one or more Custodians to hold all or a portion of
          the
          Trustee Mortgage Loan Files as agent for the Trustee, by entering into
          a custody
          agreement. The appointment of any Custodian may at any time be terminated
          and a
          substitute custodian appointed therefor by the Trustee. Subject to this
          Article IX, the Trustee agrees to comply with the terms of each custody
          agreement and to enforce the terms and provisions thereof against the Custodians
          for the benefit of the Certificateholders. Each Custodian shall be a depository
          institution or trust company subject to supervision by federal or state
          authority, shall have combined capital and surplus of at least $10,000,000
          and
          shall be qualified to do business in the jurisdiction in which it holds
          any
          Trustee Mortgage Loan File. Any such Custodian may not be an affiliate
          of the
          Depositor or any Seller or Servicer. The Trustee shall not be responsible
          or
          liable for the acts or omissions of any Custodian appointed by it hereunder
          (except for a Custodian which is an affiliate of the Trustee). Any
          indemnification due a Custodian under a Custody Agreement shall be an obligation
          of the Purchaser, as stated in such Custody Agreement.

         


        
          
            
            

          

          
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        Section
          9.12 Appointment
          of Office or Agent.

         

        The
          Trustee shall appoint an office or agent in The City of New York where
          notices
          to and demands upon the Trustee in respect of the Certificates and the
          Trust
          Agreement may be served. The parties hereto and the Certificateholders
          hereby
          acknowledge that the Trustee may delegate or assign to or subcontract with
          or
          authorize or appoint any qualified Person to perform and carry out certain
          non-fiduciary duties or obligations relating to the administration of the
          Trust,
          including the duties and obligations of the Certificate Registrar and Paying
          Agent; provided,
          however,
          in no
          event shall any such delegation, assignment, authorization or appointment
          relieve the Trustee of its liability with regard to such duties or obligations.
          Any such agent shall nevertheless be entitled to all the rights, benefits
          and
          protections afforded to the Trustee under Article IX, to the extent assigned
          to
          any such agent by the Trustee. 

         

        Section
          9.13 Representation
          and Warranties of the Trustee.

         

        The
          Trustee hereby represents and warrants to the Depositor that as of the
          Closing
          Date or as of such other date specifically provided herein:

         

        (a)
          It is
          a national banking association and has been duly organized, and is validly
          existing in good standing under the laws of the United States of America
          with
          full power and authority (corporate and other) to enter into and perform
          its
          obligations under the Trust Agreement;

         

        (b)
          The
          Trust Agreement has been duly executed and delivered by it, and, assuming
          due
          authorization, execution and delivery by the Depositor, constitutes a legal,
          valid and binding agreement of such entity, enforceable against it in accordance
          with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
          or
          other similar laws affecting creditors’ rights generally and to general
          principles of equity regardless of whether enforcement is sought in a proceeding
          in equity or at law;

         

        (c)
          The
          execution, delivery and performance by it of the Trust Agreement and the
          consummation of the transactions contemplated thereby do not require the
          consent
          or approval of, the giving of notice to, the registration with, or the
          taking of
          any other action in respect of, any state, federal or other governmental
          authority or agency, except such as has been obtained, given, effected
          or taken
          prior to the date thereof;

         

        (d)
          The
          execution and delivery of this Trust Agreement by it have been duly authorized
          by all necessary corporate action on its part; neither the execution and
          delivery by it of the Trust Agreement, consummation of the transactions
          therein
          contemplated, nor compliance by it with the provisions thereof, will conflict
          with or result in a breach of, or constitute a default under, any of the
          provisions of its articles of organization or by-laws or any law, governmental
          rule or regulation or any judgment, decree or order binding on it to its
          knowledge or any of its properties, or any of the provisions of any indenture,
          mortgage, deed of trust, contract or other instrument to which it is a
          party or
          by which it is bound;

         


        
          
            
            

          

          
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        (e)
          There
          are
          no actions, suits or proceedings pending or, to its knowledge, threatened
          or
          asserted against it, before or by any court, administrative agency, arbitrator
          or governmental body (i) with respect to any of the transactions
          contemplated by the Trust Agreement or (ii) with respect to any other
          matter which in its judgment will be determined adversely to it and will
          if
          determined adversely to it materially adversely affect its ability to perform
          its obligations under the Trust Agreement;
          and

         

        (f)
          It
          meets all of the eligibility requirements set forth in Section 9.06
          thereof.

         

        ARTICLE
          X


         

        TERMINATION
          OF TRUST

         

        Section
          10.01 Qualified
          Liquidation.

         

        The
          Provisions of this Article X are subject to the requirement that any
          termination shall be a “qualified liquidation” of each associated REMIC unless
          100% of the affected holders of interests in each such REMIC have consented
          to
          waive such requirements. For this purpose “affected holders” shall mean each
          holder of a regular or residual interest which would likely receive a smaller
          amount in final distributions if the termination were not a “qualified
          liquidation” and REMIC owed taxes as a result hereof. 

         

        Section
          10.02 Termination.

         

        The
          party
          designated in Section 4.03 of the Trust Agreement may, at its option, make
          or cause a Person to make a Terminating Purchase for the Termination Price
          at
          the time and on the terms and conditions specified in the Trust Agreement.
          Upon
          such Terminating Purchase or the final payment or other liquidation (or
          any
          advance with respect thereto) of the last Mortgage Loan remaining in the
          Trust
          or the disposition of the last REO Property remaining in the Trust, the
          respective obligations and responsibilities under the Trust Agreement of
          the
          Depositor, the Master Servicer, the Trustee and the Securities Administrator
          shall terminate upon payment to the Certificateholders of all amounts held
          by or
          on behalf of the Securities Administrator and required hereunder to be
          so paid
          and upon deposit of unclaimed funds otherwise distributable to
          Certificateholders in the Termination Account. Notwithstanding the foregoing,
          in
          no event shall the Trust created hereby continue beyond the expiration
          of
          twenty-one (21) years from the death of the last survivor of the descendants
          of
          Joseph P. Kennedy, the late ambassador of the United States to the Court
          of St.
          James, living on the date hereof.

         


        
          
            
            

          

          
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        The
          Trust
          also may be terminated and the Certificates retired if the Securities
          Administrator determines, based upon an Opinion of Counsel, that the REMIC
          status of any related REMIC has been lost or that a substantial risk exists
          that
          such REMIC status will be lost for the then-current taxable year.

         

        Section
          10.03 Procedure
          for Termination.

         

        The
          party
          designated in Section 4.03 of the Trust Agreement shall advise the Securities
          Administrator in writing of its election to cause a Terminating Purchase,
          no
          later than the Distribution Date in the month preceding the Distribution
          Date on
          which the Terminating Purchase will occur.

         

        Notice
          of
          the Distribution Date on which any such termination shall occur (or the
          Distribution Date on which final payment or other Liquidation of the last
          Mortgage Loan remaining in the Trust or the disposition of the last REO
          Property
          remaining in the Trust will be distributed to Certificateholders, as reflected
          in the Remittance Report for such month (the “Final
          Distribution Date”)
          shall
          be given promptly by the Securities Administrator by letter to
          Certificateholders mailed (a) in the event such notice is given in
          connection with a Terminating Purchase, not earlier than the 15th day of
          the
          month preceding such final distribution and not later than the 5th
          day of
          the month of such final distribution or (b) otherwise during the month of
          such final distribution on or before the Servicer Remittance Date in such
          month,
          in each case specifying (i) the Final Distribution Date and that final
          payment of the Certificates will be made upon presentation and surrender
          of
          Certificates at the office of the Securities Administrator therein designated
          on
          that date, (ii) the amount of any such final payment and (iii) that
          the Record Date otherwise applicable to such Final Distribution Date is
          not
          applicable, payments being made only upon presentation and surrender of
          the
          Certificates at the office of the Securities Administrator. The Securities
          Administrator shall give such notice to the Certificate Registrar at the
          time
          such notice is given to Certificateholders. In the event such notice is
          given in
          connection with a Terminating Purchase, the purchaser shall deliver to
          the
          Securities Administrator for deposit in the Certificate Account on the
          Business
          Day immediately preceding the Final Distribution Date an amount in next
          day
          funds equal to the Termination Price, as the case may be.

         

        Upon
          presentation and surrender of the Certificates on a Distribution Date by
          Certificateholders, the Securities Administrator shall distribute to
          Certificateholders (a) the amount otherwise distributable on such
          Distribution Date, if not in connection with Terminating Purchase, or
          (b) if in connection with a Terminating Purchase, an amount determined as
          follows: with respect to each Certificate with an outstanding Certificate
          Balance, the outstanding Certificate Balance thereof, plus
          interest
          thereon through the Accounting Date preceding the Distribution Date fixed
          for
          termination and any previously unpaid interest, net of unrealized losses,
          Realized Interest Shortfall and Shortfall with respect thereto; and in
          addition,
          with respect to each Residual Certificate, the Percentage Interest evidenced
          thereby multiplied by the difference between the Termination Price and
          the
          aggregate amount to be distributed as provided in the first clause of this
          sentence and the next succeeding sentence.

         


        
          
            
            

          

          
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        Upon
          the
          receipt of a request for release from the Master Servicer, the applicable
          Custodian, on behalf of the Trustee, shall promptly release to the purchaser
          the
          Trustee Mortgage Loan Files for the remaining Mortgage Loans, and the Securities
          Administrator, on behalf of the Trustee, shall execute all assignments,
          endorsements and other instruments without recourse necessary to effectuate
          such
          transfer. The Trust shall terminate immediately following the deposit of
          funds
          in the Termination Account as provided below.

         

        In
          the
          event that all of the Certificateholders shall not surrender their Certificates
          within six months after the Final Distribution Date specified in the
          above-mentioned written notice, the Securities Administrator shall give
          a second
          written notice to the remaining Certificateholders to surrender their
          Certificates and receive the final distribution with respect thereto, net
          of the
          cost of such second notice. If within one year after the second notice
          all the
          Certificates shall not have been surrendered for cancellation, the Securities
          Administrator may take appropriate steps, or may appoint an agent to take
          appropriate steps, to contact the remaining Certificateholders concerning
          surrender of their Certificates, and the cost thereof shall be paid out
          of the
          amounts otherwise payable on such Certificates. Any funds payable to
          Certificateholders that are not distributed on the Final Distribution Date
          shall
          be deposited in a Termination Account, which shall be an Eligible Account,
          to be
          held for the benefit of Certificateholders not presenting and surrendering
          their
          Certificates in the aforesaid manner, and shall be disposed of in accordance
          with this Section. The Securities Administrator shall establish the Termination
          Accounts, which shall be Eligible Accounts, on or about the Closing
          Date.

         

        Section
          10.04 Additional
          Termination Requirements.

         

        (a)
          In
          the event of a Terminating Purchase as provided in Section 10.02, the Trust
          shall be terminated in accordance with the following additional requirements,
          unless the Securities Administrator receives (i) a Special Tax Opinion and
          (ii) a Special Tax Consent from each of the Holders of the Residual
          Certificates (unless the Special Tax Opinion specially provides that no
          REMIC-level tax will result from the Terminating Purchase):

         

        (i) Within
          ninety (90) days prior to the Final Distribution Date, the Depositor and
          the
          Trustee on behalf of the related REMIC shall adopt a plan of complete
          liquidation meeting the requirements of a qualified liquidation under the
          REMIC
          Provisions (which plan may be adopted by the Securities Administrator’s
          attachment of a statement specifying the first day of the 90-day liquidation
          period to the REMIC’s final federal income tax return) and the REMIC will sell
          all of its assets (other than cash);

         

        (ii) Upon
          making final payment on the Regular Certificates or the deposit of any
          unclaimed
          funds otherwise distributable to the holders of the Regular Certificates
          in the
          Termination Account on the Final Distribution Date, the Securities Administrator
          shall distribute or credit, or cause to be distributed or credited, pro rata,
          to the
          Holders of the Residual Certificates representing ownership of the residual
          interest in such REMIC all cash on hand relating to such REMIC after such
          final
          payment (other than cash retained to meet claims), and such REMIC shall
          terminate at that time; and

         


        
          
            
            

          

          
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        (iii) In
          no
          event may the final payment on the Certificates be made after the 90th
          day from
          the date on which the plan of complete liquidation is adopted. A payment
          into
          the Termination Account with respect to any Certificate pursuant to
          Section 10.03 shall be deemed a final payment on, or final distribution
          with respect to, such Certificate for the purposes of this clause.

         

        (b)
          By
          its acceptance of a Residual Certificate, the Holder thereof hereby
          (i) authorizes such action as may be necessary to adopt a plan of complete
          liquidation of any related REMIC and (ii) agrees to take such action as may
          be necessary to adopt a plan of complete liquidation of any related REMIC
          upon
          the written request of the Trustee, which authorization shall be binding
          upon
          all successor Holders of Residual Certificates.

         

        ARTICLE
          XI


         

        CONCERNING
          THE SECURITIES ADMINISTRATOR

         

        Section
          11.01 Certain
          Matters Affecting the Securities Administrator.

         

        (a) Except
          as
          otherwise provided herein:

         

        (i) The
          Securities Administrator may rely and shall be protected in acting or refraining
          from acting upon any resolution, certificate of auditors or any other
          certificate, statement, instrument, opinion, report, notice, request, consent,
          order, appraisal, bond or other paper or document believed by it to be
          genuine
          and to have been signed or presented by the proper party or parties. Further,
          the Securities Administrator may accept a copy of the vote of the board
          of
          directors of any party certified by its clerk or assistant clerk or secretary
          or
          assistant secretary as conclusive evidence of the authority of any person
          to act
          in accordance with such vote, and such vote may be considered as in full
          force
          and effect until receipt by the Securities Administrator of written notice
          to
          the contrary;

         

        (ii) The
          Securities Administrator may, in the absence of bad faith on its part,
          rely upon
          a certificate of an Officer of the appropriate Person whenever in the
          administration of the Trust Agreement the Securities Administrator shall
          deem it
          desirable that a matter be proved or established (unless other evidence
          be
          herein specifically prescribed) prior to taking, suffering or omitting
          any
          action hereunder;

         

        (iii) The
          Securities Administrator may consult with counsel and the written advice
          of such
          counsel or any Opinion of Counsel shall be full and complete authorization
          and
          protection in respect of any action taken or suffered or omitted by it
          hereunder
          in good faith and in accordance with such written advice or Opinion of
          Counsel;

         


        
          
            
            

          

          
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        (iv) The
          Securities Administrator shall not be under any obligation to exercise
          any of
          the trusts or powers vested in it by the Trust Agreement or to institute,
          conduct or defend any litigation thereunder or in relation thereto at the
          request, order or direction of any of the Certificateholders, pursuant
          to the
          provisions of the Trust Agreement, unless such Certificateholders shall
          have
          offered to the Securities Administrator reasonable security or indemnity
          against
          the costs, expenses and liabilities which may be incurred therein or
          thereby;

         

        (v) The
          Securities Administrator shall not be personally liable for any action
          taken,
          suffered or omitted by it in good faith and believed by it to be authorized
          or
          within the discretion or rights or powers conferred upon it by the Trust
          Agreement;

         

        (vi) The
          Securities Administrator shall not be bound to make any investigation into
          the
          facts or matters stated in any resolution, certificate, statement, instrument,
          opinion, report, notice, request, consent, order, approval, bond or other
          paper
          or document, unless requested in writing to do so by Holders of Certificates
          entitled to at least 25% of the Voting Rights; provided, however, that
          if the
          payment within a reasonable time to the Securities Administrator of the
          costs,
          expenses or liabilities likely to be incurred by it in the making of such
          investigation is, in the opinion of the Securities Administrator not assured
          to
          the Securities Administrator by the security afforded to it by the terms
          of the
          Trust Agreement, the Securities Administrator may require indemnity against
          such
          expense or liability as a condition to taking any such action;

         

        (vii) The
          Securities Administrator may execute any of the trusts or powers under
          the Trust
          Agreement or perform any duties hereunder either directly or by or through
          agents or attorneys and the Securities Administrator shall not be responsible
          for any misconduct or negligence on the part of any agent or attorney appointed
          with due care by it under the Trust Agreement, provided that any agent
          appointed
          by the Securities Administrator hereunder shall be entitled to all of the
          protections of the Securities Administrator under this Agreement;

         

        (viii) Whenever
          the Securities Administrator is authorized herein to require acts or documents
          in addition to those required to be provided it in any matter, it shall
          be under
          no obligation to make any determination whether or not such additional
          acts or
          documents should be required unless obligated to do so hereunder;

         

        (ix) The
          permissive right or authority of the Securities Administrator to take any
          action
          enumerated in this Agreement shall not be construed as a duty or
          obligation;

         


        
          
            
            

          

          
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        (x) The
          Securities Administrator shall not be deemed to have notice of any matter,
          including without limitation any Event of Default, unless one of its Responsible
          Officers has actual knowledge thereof or unless written notice thereof
          is
          received by the Securities Administrator at its Corporate Trust Office
          and such
          notice references the applicable Certificates generally, the applicable
          Servicer
          or Seller, the Trust or this Agreement;

         

        (xi) The
          Securities Administrator shall not be required to expend or risk its own
          funds
          or otherwise incur financial liability for the performance of any of its
          duties
          hereunder or the exercise of any of its rights or powers if there is reasonable
          ground for believing that the repayment of such funds or adequate indemnity
          against such risk or liability is not assured to it, and none of the provisions
          contained in this Agreement shall in any event require the Securities
          Administrator to perform, or be responsible for the manner of performance
          of,
          any of the obligations of any Servicer or the Master Servicer under this
          Agreement;

         

        (xii) Subject
          to the other provisions of this Agreement and without limiting the generality
          of
          this Section 11.01, the Securities Administrator shall not have any duty
          (A) to
          see to any recording, filing or depositing of this Agreement or any agreement
          referred to herein or any financing statement or continuation statement
          evidencing a security interest, or to see the maintenance of any such recording
          of filing or depositing or to any rerecording, refiling or redepositing
          any
          thereof, (B) to see to any insurance, (C) to see to the payment or discharge
          of
          any tax, assessment or other governmental charge or any lien or encumbrance
          of
          any kind owing with respect to, assessed or levied against, any part of
          the
          Trust Estate other than from funds available in the Certificate Account,
          or (D)
          to confirm or verify the contents of any reports or certificates of any
          Servicer
          delivered to the Securities Administrator pursuant to this Agreement believed
          by
          the Securities Administrator to be genuine and to have been signed or presented
          by the proper party or parties;

         

        (xiii) The
          Securities Administrator shall not be required to give any bond or surety
          in
          respect of the execution of the Trust Estate created hereby or the powers
          granted hereunder; and

         

        (xiv) Anything
          in this Agreement to the contrary notwithstanding, in no event shall the
          Securities Administrator be liable for special, indirect or consequential
          loss
          or damage of any kind whatsoever (including but not limited to lost profits),
          even if the Securities Administrator has been advised of the likelihood
          of such
          loss or damage and regardless of the form of action.

         

        (b) All
          rights of action under the Trust Agreement or under any of the Certificates,
          enforceable by the Securities Administrator may be enforced by it without
          the
          possession of any of the Certificates, or the production thereof at the
          trial or
          other proceeding relating thereto, and any such suit, action or proceeding
          instituted by the Securities Administrator shall be brought in name of
          the
          Trustee for the benefit of all the Holders of such Certificates, subject
          to the
          provisions of the Trust Agreement. Any recovery of judgment shall, after
          provision for the payment of the reasonable compensation, expenses,
          disbursements and advances of the Securities Administrator, its agents
          and
          counsel, be for the ratable benefit of the Holders in respect of which
          such
          judgment has been recovered.

         


        
          
            
            

          

          
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        (c) On
          or
          before March 15 of each year, commencing in March 2008, the Securities
          Administrator, at its own expense, shall furnish, and each such party shall
          cause any Servicing Function Participant engaged by it to furnish, each
          at its
          own expense, to the Securities Administrator and the Depositor, a report
          on an
          assessment of compliance with the Relevant Servicing Criteria that contains
          (i)
          a statement by such party of its responsibility for assessing compliance
          with
          the Servicing Criteria, (ii) a statement that such party used the Servicing
          Criteria to assess compliance with the Relevant Servicing Criteria, (iii)
          such
          party’s assessment of compliance with the Relevant Servicing Criteria as of and
          for the fiscal year covered by the Form 10-K required to be filed pursuant
          to
          Section 3.02(e), including, if there has been any material instance of
          noncompliance with the Relevant Servicing Criteria, a discussion of each
          such
          failure and the nature and status thereof, and (iv) a statement that a
          registered public accounting firm has issued an attestation report on such
          party’s assessment of compliance with the Relevant Servicing Criteria as of and
          for such period. 

         

        Promptly
          after receipt of each such report on assessment of compliance, (i) the
          Depositor
          shall review each such report and, if applicable, consult with the Master
          Servicer, the Securities Administrator and any Servicing Function Participant
          engaged by such parties as to the nature of any material instance of
          noncompliance with the Relevant Servicing Criteria by each such party,
          and (ii)
          the Securities Administrator shall confirm that the assessments, taken
          as a
          whole, address all of the Servicing Criteria and, taken individually, address
          the Relevant Servicing Criteria for each party as set forth on Exhibit
          J
          and on
          any similar exhibit set forth in each Servicing Agreement in respect of
          the
          applicable Servicer and notify the Depositor of any exceptions. None of
          such
          parties shall be required to deliver any such assessment until April 15
          in any
          given year if such party has received written confirmation from the Depositor
          that a Form 10-K is not required to be filed in respect of the Trust for
          the
          preceding calendar year.

         

        (d) On
          or
          before March 15 of each year, commencing in March 2008, the Securities
          Administrator, at its own expense, shall cause, and shall cause any Servicing
          Function Participant engaged by it to cause, each at its own expense, a
          registered public accounting firm (which may also render other services
          to the
          Securities Administrator, or such other Servicing Function Participants,
          as the
          case may be) that is a member of the American Institute of Certified Public
          Accountants to furnish a report to the Depositor (and, in the case of any
          other
          Servicing Function Participant, the Master Servicer) to the effect that
          (i) it
          has obtained a representation regarding certain matters from the management
          of
          such party, which includes an assertion that such party has complied with
          the
          Relevant Servicing Criteria, and (ii) on the basis of an examination conducted
          by such firm in accordance with standards for attestation engagements issued
          or
          adopted by the PCAOB, it is expressing an opinion as to whether such party’s
          compliance with the Relevant Servicing Criteria was fairly stated in all
          material respects, or it cannot express an overall opinion regarding such
          party’s assessment of compliance with the Relevant Servicing Criteria. In the
          event that an overall opinion cannot be expressed, such registered public
          accounting firm shall state in such report why it was unable to express
          such an
          opinion. Such report must be available for general use and not contain
          restricted use language. 

         


        
          
            
            

          

          
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        Promptly
          after receipt of such report from the Securities Administrator or any Servicing
          Function Participant engaged by such parties, (i) the Depositor shall review
          the
          report and, if applicable, consult with or cause the Master Servicer to
          consult
          with such parties as to the nature of any defaults by such parties, in
          the
          fulfillment of any of each such party’s obligations hereunder or under any other
          applicable agreement and (ii) the Securities Administrator shall confirm
          that
          each assessment submitted pursuant to Section 8.01(e) or Section 11.01(c)
          is
          coupled with an attestation meeting the requirements of this Section and
          shall
          notify the Depositor of any exceptions. Neither the Securities Administrator
          nor
          any Servicing Function Participant shall be required to deliver any such
          assessment until April 15 in any given year if such party has received
          written
          confirmation from the Depositor that a Form 10-K is not required to be
          filed in
          respect of the Trust for the preceding calendar year.

         

        (e) The
          Securities Administrator shall give prior written notice to the Depositor
          of the
          appointment of any Subcontractor by it and a written description (in form
          and
          substance satisfactory to the Depositor) of the role and function of each
          Subcontractor utilized by the Securities Administrator, specifying (i)
          the
          identity of each such Subcontractor and (ii) which elements of the servicing
          criteria set forth under Item 1122(d) of Regulation AB will be addressed
          in
          assessments of compliance provided by each such Subcontractor.

         

        (f) The
          Securities Administrator shall notify the Depositor and the Sponsor within
          five
          (5) days of its gaining knowledge thereof (i) of any legal proceedings
          pending
          against the Securities Administrator of the type described in Item 1117
          (§
229.1117) of Regulation AB, (ii) of any merger, consolidation or sale of
          substantially all of the assets of the Securities Administrator and (iii)
          if the
          Securities Administrator shall become (but only to the extent not previously
          disclosed) at any time an affiliate of any of the Depositor, any Servicer,
          any
          Originator contemplated by Item 1110 (§ 229.1110) of Regulation AB, any
          significant obligor contemplated by Item 1112 (§ 229.1112) of Regulation AB, any
          enhancement or support provider contemplated by Items 1114 or 1115 (§§
229.1114-1115) of Regulation AB or any successor thereto or any other material
          party to the Trust Fund contemplated by Item 1100(d)(1) (§ 229.1100(d)(1)) of
          Regulation AB, as applicable.

         


        
          
            
            

          

          
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        Section
          11.02 Securities
          Administrator Not Liable for Certificates or Mortgage Loans.


         

        The
          recitals contained in the Trust Agreement and in the Certificates (other
          than
          the signature of the Securities Administrator and the representations and
          warranties made in Section 11.07 hereof) shall be taken as the statements
          of the
          Depositor, and the Securities Administrator assumes no responsibility for
          their
          correctness. The Securities Administrator makes no representations or warranties
          as to the validity or sufficiency of the Trust Agreement, any Supplemental
          Trust
          Agreement or of the Certificates (other than the signature of the Securities
          Administrator on the Certificates) or of any Mortgage Loan or related document.
          The Securities Administrator shall not be accountable for the use or application
          by the Depositor of any of the Certificates or of the proceeds of such
          Certificates, or for the use or application of any funds paid to the Depositor
          in respect of the Mortgage Loans or deposited in or withdrawn from any
          Collection Account, the Master Servicer Account or the Certificate Account
          other
          than any funds held by or on behalf of the Securities Administrator in
          accordance with Sections 3.01 and 3.05.

         

        Section
          11.03 Securities
          Administrator May Own Certificates. 

         

        The
          Securities Administrator in its individual capacity or any other capacity
          may
          become the owner or pledgee of Certificates with the same rights it would
          have
          if it were not Securities Administrator.

         

        Section
          11.04 Custodian’s
          and Securities Administrator's Fees, Expenses and Indemnification.


         

        The
          Securities Administrator shall be entitled to reimbursement for all reasonable
          expenses and disbursements incurred or made by the Securities Administrator
          in
          accordance with any of the provisions of the Trust Agreement (including
          but not
          limited to the reasonable compensation and the expenses and disbursements
          of its
          counsel and of all persons not regularly in its employ) except any such
          expense,
          disbursement or advance as may arise from its negligence, bad faith, willful
          misconduct or breach of contract by the Securities Administrator or any
          expense
          that does not constitute an “unanticipated expense” with the meaning of Treasury
          Regulation Section 1.860G-1(b)(3)(ii). On each Distribution Date, the Securities
          Administrator may withdraw from the amount on deposit in the REMIC I
          Distribution Account, its expenses (in accordance with this agreement).
          The
          Securities Administrator, each Custodian and any director, officer, employee
          or
          agent of the Securities Administrator and each Custodian shall be indemnified
          and held harmless by the Trust against any loss, liability or expense thereof,
          including reasonable attorney's fees and expenses, incurred, arising out
          of or
          in connection with the Trust Agreement, any custody agreement, any Supplemental
          Trust Agreement or the Certificates, including, but not limited to, any
          such
          loss, liability, or expense incurred in connection with any legal action
          against
          the Trust, such Custodian or the Securities Administrator or any director,
          officer, employee or agent thereof, or the performance of any of the Securities
          Administrator's or Custodian’s duties under the Trust Agreement, any custody
          agreement or any Supplemental Trust Agreement other than any loss, liability
          or
          expense incurred by reason of willful misfeasance, bad faith, negligence,
          willful misconduct or breach of contract (except with respect to a Custodian)
          in
          the performance of its respective duties under the Trust Agreement, any
          custody
          agreement or any Supplemental Trust Agreement or by reason of reckless
          disregard
          of obligations and duties under the Trust Agreement, any custody agreement
          or
          any Supplemental Trust Agreement or any expense that does not constitute
          an
“unanticipated expense” with the meaning of Treasury Regulation Section
          1.860G-1(b)(3)(ii). The Securities Administrator hereby agrees to pay the
          fees
          and expenses of the Custodians pursuant to the terms of a separate agreement
          between each Custodian and the Securities Administrator and the payment
          of such
          fees and expenses (as set forth in such separate agreement) shall be the
          sole
          obligation of the Securities Administrator; provided, however, that the
          Depositor shall pay any indemnified amounts to the Custodians. The provisions
          of
          this Section 11.04 shall survive (a) the termination of the Trust Agreement,
          any
          custody agreement or any Supplemental Trust Agreement and (b) the resignation
          or
          removal of the Securities Administrator or a Custodian, as the case may
          be.


         


        
          
            
            

          

          
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        Section
          11.05 Resignation
          and Removal of the Securities Administrator. 

         

        The Securities
          Administrator may at any time resign and be discharged from the trusts
          created
          pursuant to the Trust Agreement and any Supplemental Trust Agreement by
          giving
          written notice thereof to the Depositor, the Master Servicer, the Trustee
          and to
          all Certificateholders. Upon receiving (which may be the Trustee) such
          notice of
          resignation, the Trustee shall promptly appoint a successor securities
          administrator by written instrument, in triplicate, which instrument shall
          be
          delivered to the resigning Securities Administrator and to the successor
          securities administrator. A copy of such instrument shall be delivered
          to the
          Depositor, the Certificateholders and each Servicer by the Trustee. If
          no
          successor securities administrator shall have been so appointed and have
          accepted appointment within sixty (60) days after the giving of such notice
          of
          resignation, the resigning Securities Administrator may petition any court
          of
          competent jurisdiction for the appointment of a successor securities
          administrator.

         

        The
          Trustee may at any time remove the Securities Administrator and appoint
          a
          successor securities administrator by written instrument, in duplicate,
          which
          instrument shall be delivered to the Securities Administrator so removed
          and to
          the successor securities administrator. If the Trustee executes such an
          instrument, then the Trustee shall deliver a copy of such instrument to
          the
          Certificateholders, the Depositor and each Servicer.

         

        The
          Holders of Certificates entitled to at least 51% of the Voting Rights may
          at any
          time remove the Securities Administrator and appoint a successor securities
          administrator by written instrument or instruments, in triplicate, signed
          by
          such Holders or their attorneys-in-fact duly authorized, one complete set
          of
          which instruments shall be delivered to each of the Depositor, the Trustee,
          the
          Securities Administrator so removed and the successor securities administrator
          so appointed. A copy of such instrument shall be delivered to the
          Certificateholders and each Servicer and Seller by the Securities
          Administrator.

         

        In
          the
          event that the Securities Administrator fails to comply with the provisions
          of
          Section 3.02, the Depositor may at any such time remove the Securities
          Administrator by written instrument, in duplicate, which instrument shall
          be
          delivered to the Securities Administrator so removed and to the Trustee.
          In any
          such event the Trustee shall appoint a successor securities administrator
          by
          written instrument, in duplicate, which instrument shall be delivered to
          the
          Securities Administrator so removed, to the Depositor and to the successor
          securities administrator. If the Trustee and Depositor execute such an
          instruments, then the Trustee shall deliver copies of such instruments
          to the
          Certificateholders and each Servicer.

         


        
          
            
            

          

          
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        Any
          resignation or removal of the Securities Administrator and appointment
          of a
          successor securities administrator pursuant to any of the provisions of
          this
          Section shall not become effective until acceptance of appointment by the
          successor securities administrator as provided in Section 11.06 hereof.
          

         

        Section
          11.06 Successor
          Securities Administrator. 

         

        Any
          successor securities administrator appointed as provided in Section 11.05
          shall
          execute, acknowledge and deliver to the Trustee and to the predecessor
          Securities Administrator an instrument accepting such appointment under
          the
          Trust Agreement and any Supplemental Trust Agreement and thereupon the
          resignation or removal of the predecessor Securities Administrator shall
          become
          effective and such successor securities administrator without any further
          act,
          deed or conveyance, shall become fully vested with all the rights, powers,
          duties and obligations of its predecessor thereunder, with the like effect
          as if
          originally named as securities administrator therein. The predecessor Securities
          Administrator shall deliver to the successor securities administrator,
          all
          Trustee Mortgage Loan Files and related documents and statements held by
          it
          under the Trust Agreement and the Trustee and the predecessor Securities
          Administrator shall execute and deliver such instruments and do such other
          things as may reasonably be required for more fully and certainly vesting
          and
          confirming in the successor securities administrator, all such rights,
          powers,
          duties and obligations.

         

        Upon
          acceptance of appointment by a successor securities administrator as provided
          in
          this Section, the Trustee shall mail notice of the succession of such securities
          administrator under the Trust Agreement to all Holders of Certificates
          at their
          addresses as shown in the Certificate Register.

         

        Notwithstanding
          anything to the contrary contained herein, the appointment of any successor
          securities administrator pursuant to any provisions of this Agreement will
          be
          subject to the prior written consent of the Trustee, which consent will
          not be
          unreasonably withheld.

         

        Section
          11.07 Representations
          and Warranties of the Securities Administrator. 

         

        The
          Securities Administrator hereby represents and warrants to the Depositor,
          the
          Master Servicer and the Trustee that as of the Closing Date or as of such
          other
          date specifically provided herein:

         

        (a) It
          is a
          national banking association and has been duly organized, and is validly
          existing in good standing under the laws of the United States with full
          power
          and authority (corporate and other) to enter into and perform its obligations
          under the Trust Agreement;

         


        
          
            
            

          

          
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        (b) The
          Trust
          Agreement has been duly executed and delivered by it, and, assuming due
          authorization, execution and delivery by the Depositor, constitutes a legal,
          valid and binding agreement of such entity, enforceable against it in accordance
          with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
          or
          other similar laws affecting creditors' rights generally and to general
          principles of equity regardless of whether enforcement is sought in a proceeding
          in equity or at law;

         

        (c) The
          execution, delivery and performance by it of the Trust Agreement and the
          consummation of the transactions contemplated thereby do not require the
          consent
          or approval of, the giving of notice to, the registration with, or the
          taking of
          any other action in respect of, any state, federal or other governmental
          authority or agency, except such as has been obtained, given, effected
          or taken
          prior to the date thereof,

         

        (d) The
          execution and delivery of this Trust Agreement by it have been duly authorized
          by all necessary corporate action on its part; none of the execution and
          delivery by it of the Trust Agreement, consummation of the transactions
          therein
          contemplated, or compliance by it with the provisions thereof, will conflict
          with or result in a breach of, or constitute a default under, any of the
          provisions of its articles of organization or by-laws or any law, governmental
          rule or regulation or any judgment, decree or order binding on it to its
          knowledge or any of its properties, or any of the provisions of any indenture,
          mortgage, deed of trust, contract or other instrument to which it is a
          party or
          by which it is bound; and

         

        (e) There
          are no actions, suits or proceedings pending or, to its knowledge, threatened
          or
          asserted against it, before or by any court, administrative agency, arbitrator
          or government body (A) with respect to any of the transactions contemplated
          by
          the Trust Agreement or (B) with respect to any other matter which in its
          judgment will be determined adversely to it and will if determined adversely
          to
          it materially adversely affect its ability to perform its obligations under
          the
          Trust Agreement.

         

        Section
          11.08 Eligibility
          Requirements for the Securities Administrator.

         

        The
          Securities Administrator shall at all times be a corporation or national
          banking
          association that is not an Affiliate of the Depositor organized and doing
          business under the laws of any state or the United States of America, authorized
          under such laws to exercise corporate trust powers, having a combined capital
          and surplus of at least $50,000,000 and subject to supervision or examination
          by
          federal or state authority. If such corporation or national banking association
          publishes reports of its conditions at least annually, pursuant to law
          or to the
          requirements of the aforesaid supervising or examining authority, then
          for the
          purposes of this Section the combined capital and surplus of such corporation
          shall be deemed to be its combined capital and surplus as set forth in
          its most
          recent report of conditions so published. In case at any time the Securities
          Administrator shall cease to be eligible in accordance with the provisions
          of
          this Section, the Securities Administrator shall resign immediately in
          the
          manner and with the effect specified in Section 11.05. In addition, the
          Securities Administrator (a) may not be an originator of Mortgage Loans,
          the
          Master Servicer, a Servicer, the Depositor or an affiliate of the Depositor
          unless the Securities Administrator is in an institutional trust department
          of
          the Securities Administrator and (b) must be rated at least “A/F1” by Fitch, if
          Fitch is a Rating Agency that has rated the Securities Administrator, or
          the
          equivalent rating by S&P or Moody’s. 

         


        
          
            
            

          

          
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        ARTICLE
          XII


         

        REMIC
          TAX PROVISIONS

         

        Section
          12.01 REMIC
          Administration.

         

        (a)
          i)Unless otherwise specified in the Trust Agreement, the Securities
          Administrator, on behalf of the Trustee, shall elect (on behalf of each
          REMIC to
          be created) to have the Trust (or designated assets thereof) treated as
          one or
          more REMICs on Form 1066 or other appropriate federal tax or information
          return
          for the taxable year ending on the last day of the calendar year in which
          the
          Certificates are issued as well as on any corresponding state tax or information
          return necessary to have the Trust (or such assets) treated as a REMIC
          under
          state law.

         

        (ii)
          In
          order to enable the Securities Administrator, on behalf of the Trustee,
          to
          perform its duties as set forth herein, the Depositor shall provide or
          cause to
          be provided to the Securities Administrator, within ten (10) days after
          the
          Closing Date, all information or data that the Securities Administrator
          reasonably determines to be relevant for tax purposes to the valuations
          and
          offering prices of the Certificates (security instruments), including,
          without
          limitation, the price, yield, prepayment assumption and projected cash
          flows of
          the Certificates and the Mortgage Loans. Thereafter, the Depositor shall
          provide
          to the Securities Administrator, promptly upon request therefor, any additional
          information or data that the Securities Administrator may from time to
          time
          reasonably request in order to enable the Securities Administrator to perform
          its duties as set forth herein.

         

        (b)
          The
          Securities Administrator, on behalf of the Trustee, shall pay any and all
          tax
          related expenses (not including taxes) of each REMIC, including but not
          limited
          to any professional fees or expenses related to audits or any administrative
          or
          judicial proceedings with respect to such REMIC that involve the Internal
          Revenue Service or state tax authorities, but only to the extent that
          (i) such expenses are ordinary or routine expenses, including expenses of a
          routine audit but not expenses of litigation (except as described in (ii));
          or
          (ii) such expenses or liabilities (including taxes and penalties) are
          attributable to the negligence or willful misconduct of the Securities
          Administrator in fulfilling its duties hereunder (including its duties
          as tax
          return preparer). The Securities Administrator shall be entitled to
          reimbursement of the expenses to the extent provided in clause (i) above
          from the Certificate Account, but only to the extent such expenses are
          “unanticipated expenses” for purposes of Treasury Regulation
          Section 1.860G-1(b)(3)(ii).

         


        
          
            
            

          

          
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        (c)
          The
          Securities Administrator, on behalf of the Trustee, shall prepare any necessary
          forms for election as well as all of the Trust’s and each REMIC’s federal and
          any appropriate state tax and information returns. The Trustee shall sign
          and
          the Securities Administrator, on behalf of the Trustee, shall file such
          returns
          on behalf of each REMIC. The expenses of preparing and filing such returns
          shall
          be borne by the Securities Administrator.

         

        (d)
          The
          Securities Administrator, on behalf of the Trustee, shall perform all reporting
          and other tax compliance duties that are the responsibility of the Trust
          and
          each REMIC under the REMIC Provisions or New York tax law. Among its other
          duties, if required by the REMIC Provisions, the Securities Administrator,
          on
          behalf of the Trustee, acting as agent of each REMIC, shall provide (i) to
          the Treasury or other governmental authority such information as is necessary
          for the application of any tax relating to the transfer of a Residual
          Certificate to any Disqualified Organization and (ii) to the Securities
          Administrator such information as is necessary for the Securities Administrator,
          on behalf of the Trustee, to discharge its obligations under the REMIC
          Provisions to report tax information to the Certificateholders.

         

        (e)
          The
          Depositor, the Securities Administrator, the Trustee and the Holders of
          the
          Residual Certificates shall take any action or cause any REMIC to take
          any
          action necessary to create or maintain the status of such REMIC as a REMIC
          under
          the REMIC Provisions and shall assist each other as necessary to create
          or
          maintain such status.

         

        (f)
          The
          Depositor, the Securities Administrator, the Trustee and the Holders of
          the
          Residual Certificates shall not take any action, or fail to take any action,
          or
          cause any REMIC to take any action or fail to take any action that, if
          taken or
          not taken, as the case may be, could endanger the status of any such REMIC
          as a
          REMIC unless the Securities Administrator has received an Opinion of Counsel
          (at
          the expense of the party seeking to take or to fail to take such action)
          to the
          effect that the contemplated action or failure to act will not endanger
          such
          status.

         

        (g)
          Any
          taxes that are imposed upon the Trust or any REMIC by federal or state
          (including local) governmental authorities (other than taxes paid by a
          party
          pursuant to Section 10.02 hereof or as provided in the following sentence)
          shall be allocated in the same manner as Realized Losses are allocated.
          Any
          state (or local) taxes imposed upon the Trust or any REMIC that would not
          have
          been imposed on the Trust or such REMIC in the absence of any legal or
          business
          connection between the Trustee and the state (or locality) imposing such
          taxes
          shall be paid by the Trustee, and, notwithstanding anything to the contrary
          in
          these Standard Terms, such taxes shall be deemed to be part of the Trustee’s
          cost of doing business and shall not be reimbursable to the
          Trustee.

         


        
          
            
            

          

          
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        (h)
          Wells
          Fargo Bank shall acquire a Residual Certificate in each REMIC and Wells
          Fargo
          Bank will act as the Tax Matters Person of each REMIC and perform various
          tax
          administration functions of each REMIC as its agent, as set forth in this
          Section, provided that Wells Fargo Bank shall not have to sign a Residual
          Transferee Agreement as required under Section 5.05(c) of these Standard
          Terms.
          If Wells Fargo Bank or an Affiliate is unable for any reason to fulfill
          its
          duties as Tax Matters Person for a REMIC, the holder of the largest Percentage
          Interest of the Residual Certificates in such REMIC shall become the successor
          Tax Matters Person of such REMIC.

         

        (i)
          The
          Tax Matters Person shall apply for an employer identification number with
          the
          Internal Revenue Service via a Form SS-4 or other comparable method for
          each
          REMIC, for the trust created for any Supplemental Interest Trust and for
          any
          other trust created pursuant to the Trust Agreement or any other document
          named
          therein. In connection with the foregoing, the Tax Matters Person shall
          provide
          the name and address of the person who can be contacted to obtain information
          required to be reported to the holders of Regular Interests in each REMIC
          as
          required by IRS Form 8811.

         

        (j)
          For
          purposes of compliance with the REMIC Provisions, the amount of any expenses
          payable from the Trust Fund or the Termination Price, in each case pursuant
          to
          Section 4.03 of the Trust Agreement, that reduces amounts otherwise
          distributable to the Certificates (other than the Residual Certificates)
          and
          that do not constitute “unanticipated expenses” of a REMIC within the meaning of
          Treasury Regulation Section 1.860G-1(b)(3)(ii) shall be treated, first,
          as
          having been distributed on the Certificates that suffered such reduction
          to the
          extent of such reduction and, next, as having been paid by the beneficial
          holders of such Certificates to the parties to whom such expenses were
          payable.

         

        Section
          12.02 Prohibited
          Activities.

         

        Except
          as
          otherwise provided in the Trust Agreement, none of the Depositor, the Trustee,
          the Securities Administrator, each Servicer, the Master Servicer nor the
          Holders
          of the Residual Certificates, nor the Trustee shall engage in, nor shall
          the
          Master Servicer permit, any of the following transactions or activities
          unless
          it has received (a) a Special Tax Opinion and (b) a Special Tax
          Consent from each of the Holders of the Residual Certificates (unless the
          Special Tax Opinion specially provides that no REMIC-level tax will result
          from
          the transaction or activity in question):

         


        
          
            
            

          

          
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        (i)
          the
          sale or other disposition of, or substitution for, any of the Mortgage
          Loans
          except pursuant to (A) a foreclosure or default with respect to such
          Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the
          termination of any REMIC pursuant to Section 10.02, or (D) a purchase
          (but not a substitution) in accordance with Section 2.03;

         

        (ii)
          the
          acquisition of any Mortgage Loans for the Trust after the Closing Date
          except
          during the three-month period beginning on the Closing Date pursuant to
          a fixed
          price contract in effect on the Closing Date that has been reviewed and
          approved
          by tax counsel acceptable to the Securities Administrator;

         

        (iii)
          the
          sale or other disposition of any investment in the Certificate Account
          or the
          Distribution Account at a gain;

         

        (iv)
          the
          sale or other disposition of any asset held in a Reserve Fund for a period
          of
          less than three months (a “Short-Term
          Reserve Fund Investment”)
          if
          such sale or disposition would cause 30% or more of a REMIC’s income from such
          Reserve Fund for the taxable year to consist of a gain from the sale or
          disposition of Short-Term Reserve Fund Investments;

         

        (v)
          the
          withdrawal of any amounts from any Reserve Fund except (A) for the
          distribution pro rata
          to the
          Holders of the Residual Certificates representing ownership of the residual
          interest in the related REMIC or (B) to provide for the payment of Trust
          expenses or amounts payable on the Certificates in the event of defaults
          or late
          payments on the Mortgage Loans or lower than expected returns on funds
          held in
          the Certificate Account or the Distribution Account, as provided under
          Section 860G(a)(7) of the Code;

         

        (vi)
          the
          acceptance of any contribution to the Trust except the following cash
          contributions: (A) a contribution received during the three-month period
          beginning on the Closing Date, (B) a contribution to a Reserve Fund owned
          by a REMIC that is made pro rata
          by the
          Holders of the Residual Certificates representing ownership of the residual
          interest in the related REMIC, (C) a contribution to facilitate a
          Terminating Purchase that is made within the 90-day period beginning on
          the date
          on which a plan of complete liquidation is adopted pursuant to
          Section 10.04(a)(A), or (D) any other contribution approved by the
          Securities Administrator after consultation with tax counsel;

         

        (vii)
          except in the case of a Mortgage Loan that is a default, or as to which,
          in the
          reasonable judgment of any Servicer, default is reasonably foreseeable,
          the
          Master Servicer shall not permit any modification of any material term
          of a
          Mortgage Loan (including, but not limited to, the interest rate, the principal
          balance, the amortization schedule, the remaining term to maturity, or
          any other
          term affecting the amount or timing of payments on the Mortgage Loan) unless
          the
          Master Servicer has received an Opinion of Counsel (at the expense of the
          party
          seeking to modify the Mortgage Loan) to the effect that such modification
          would
          not be treated as giving rise to a new debt instrument for REMIC purposes;
          or

         


        
          
            
            

          

          
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        (viii)
          any other transaction or activity that is not contemplated by the Trust
          Agreement.

         

        Any
          party
          causing the Trust to engage in any of the activities prohibited in this
          Section shall be liable for the payment of any tax and any associated cost
          imposed on the Trust pursuant to Code Section 860F(a)(1) or 860G(d) as a
          result of the Trust engaging in such activities and indemnify the Trust
          and the
          Master Servicer for such amounts.

         

        ARTICLE
          XIII


         

        MISCELLANEOUS
          PROVISIONS

         

        Section
          13.01 Amendment
          of Trust Agreement.

         

        The
          Trust
          Agreement may be amended or supplemented from time to time by the Master
          Servicer, the Depositor, the Securities Administrator and the Trustee without
          the consent of any of the Certificateholders to (a) cure any ambiguity,
          (b) correct or supplement any provisions herein which may be inconsistent
          with any other provisions herein, (c) modify, eliminate or add to any of
          its provisions to such extent as shall be necessary or appropriate to maintain
          the qualification of the Trust (or any assets thereof) either as a REMIC,
          as
          applicable under the Code at all times that any Certificates are outstanding,
          (d) conform to the terms of this Agreement to the terms described in the
          Prospectus dated February 7, 2007, together with the Prospectus Supplement
          thereto dated February 27, 2007,
          or
          (e) make any other provisions with respect to matters or questions arising
          under the Trust Agreement or matters arising with respect to the Trust
          which are
          not covered by the Trust Agreement which shall not be inconsistent with
          the
          provisions of the Trust Agreement, provided that such action shall not
          adversely
          affect in any material respect the interests of any Certificateholder.
          Any such
          amendment or supplement shall be deemed not to adversely affect in any
          material
          respect any Certificateholder if there is delivered to the Securities
          Administrator written notification from each Rating Agency that rated the
          applicable Certificates to the effect that such amendment or supplement
          will not
          cause that Rating Agency to reduce the then current rating assigned to
          such
          Certificates, as well as an Opinion of Counsel that such amendment or supplement
          will not result in the loss by the Trust or the assets thereof of REMIC
          status.

         

        The
          Trust
          Agreement may also be amended from time to time by the Depositor, the Master
          Servicer, the Securities Administrator and the Trustee with the consent
          of the
          Holders of Certificates entitled to at least 66% of the Voting Rights for
          the
          purpose of adding any provisions to or changing in any manner or eliminating
          any
          of the provisions of the Trust Agreement or of modifying in any manner
          the
          rights of the Holders of Certificates; provided,
          however,
          that no
          such amendment shall (a) reduce in any manner the amount of, or delay the
          timing of, payments received on Mortgage Loans which are required to be
          distributed on any Certificate without the consent of the Holder of such
          Certificate, (b) adversely affect in any material respect the interests of
          the Holders of any Class of Certificates, or (c) reduce the aforesaid
          percentage of Certificates the Holders of which are required to consent
          to any
          such amendment, unless each Holder of a Certificate affected by such amendment
          consents. For purposes of the giving or withholding of consents pursuant
          to this
          Section 13.01, Certificates registered in the name of the Depositor or an
          Affiliate shall be entitled to Voting Rights with respect to matters affecting
          such Certificates.

         


        
          
            
            

          

          
            105

            
              

            

          

          
            
            

          

        


        Prior
          to
          consenting to any amendment, each of the Securities Administrator, the
          Trustee
          and the Master Servicer shall be entitled to receive an Opinion of Counsel
          from
          the Depositor stating that the proposed amendment is authorized and permitted
          pursuant to this Trust Agreement. No amendment affecting the rights, duties
          and
          indemnities of the Custodians shall be entered into without the Custodians’
consent.

         

        Promptly
          after the execution of any such amendment, the Securities Administrator
          shall
          notify Certificateholders of such amendment and, upon written request,
          furnish a
          copy of such amendment to any Certificateholder.

         

        It
          shall
          not be necessary for the consent of Certificateholders under this
          Section 13.01 to approve the particular form of any proposed amendment, but
          it shall be sufficient if such consent shall approve the substance thereof.
          The
          manner of obtaining such consents and of evidencing the authorization of
          the
          execution thereof by Certificateholders shall be subject to such reasonable
          regulations as the Securities Administrator may prescribe.

         

        Section
          13.02 Recordation
          of Agreement; Counterparts.

         

        To
          the
          extent required by applicable law, the Trust Agreement is subject to recordation
          in all appropriate public offices for real property records in all the
          counties
          or other comparable jurisdictions in which any or all of the properties
          subject
          to the Mortgages are situated, and in any other appropriate public recording
          office or elsewhere, such recordation to be effected by the applicable
          Custodian
          (except with respect to Deutsche Bank), on behalf of the Trustee, at the
          expense
          of the Trust, but only if such recordation is requested by the Depositor
          and
          accompanied by an Opinion of Counsel (which shall not be an expense of
          the
          Depositor or any Custodian) to the effect that such recordation materially
          and
          beneficially affects the interests of the Certificateholders. 

         

        For
          the
          purpose of facilitating the recordation of the Trust Agreement as herein
          provided, and for any other purpose, the Trust Agreement may be executed
          simultaneously in any number of counterparts, each of which counterparts
          shall
          be deemed to be an original, and such counterparts shall constitute but
          one and
          the same instrument.

         

        Section
          13.03 Limitation
          on Rights of Certificateholders.

         

        The
          death
          or incapacity of any Certificateholder shall not operate to terminate the
          Trust
          Agreement or the Trust, nor entitle such Certificateholder’s legal
          representatives or heirs to claim an accounting or to take any action or
          proceeding in any court for a partition or winding up of the Trust, nor
          otherwise affect the rights, obligations and liabilities of the parties
          hereto
          or any of them.

         


        
          
            
            

          

          
            106

            
              

            

          

          
            
            

          

        

         

        No
          Certificateholder shall have any right to vote (except as expressly provided
          for
          herein) or in any manner otherwise control the operation and management
          of the
          Trust, or the obligations of the parties hereto, nor shall anything herein
          set
          forth, or contained in the terms of the Certificates, be construed so as
          to
          constitute the Certificateholders from time to time as partners or members
          of an
          association; nor shall any Certificateholder be under any liability to
          any third
          person by reason of any action taken by the parties to the Trust Agreement
          pursuant to any provision hereof.
 

        No
          Certificateholder shall have any right by virtue of any provision of the
          Trust
          Agreement to institute any suit, action or proceeding in equity or at law
          upon
          or under or with respect to the Trust Agreement or any Sale Agreement,
          Servicing
          Agreement, Custody Agreement or Assignment Agreement, unless such Holder
          previously shall have given to the Securities Administrator a written notice
          of
          default and of the continuance thereof, as hereinbefore provided, and unless
          also the Holders of Certificates entitled to at least 25% of the Voting
          Rights
          shall have made written request upon the Securities Administrator to institute
          such action, suit or proceeding in its own name as Securities Administrator
          under the Trust Agreement and shall have offered to the Securities Administrator
          such reasonable indemnity as it may require against the costs, expenses
          and
          liabilities to be incurred therein or thereby, and the Securities Administrator,
          for fifteen (15) days after its receipt of such notice, request and offer
          of
          indemnity, shall have neglected or refused to institute any such action,
          suit or
          proceeding. It is understood and intended, and expressly covenanted by
          each
          Certificateholder with every other Certificateholder and the Securities
          Administrator, that no one or more Holders of Certificates shall have any
          right
          in any manner whatever by virtue of any provision of the Trust Agreement
          to
          affect, disturb or prejudice the rights of the Holders of any other of
          such
          Certificates, or to obtain or seek to obtain priority over or preference
          to any
          other such Holder, or to enforce any right under the Trust Agreement, except
          in
          the manner therein provided and for the equal, ratable and common benefit
          of all
          Certificateholders. For the protection and enforcement of the provisions
          of this
          Section, each and every Certificateholder, the Master Servicer, the Securities
          Administrator and the Trustee shall be entitled to such relief as can be
          given
          either at law or in equity.

         

        Section
          13.04 [Reserved].

         

        Section
          13.05 Notices.

         

        All
          demands and notices under the Trust Agreement shall be in writing and shall
          be
          deemed to have been duly given if personally delivered at or mailed by
          first-class mail, postage prepaid, or by express delivery service, to addresses,
          telecopy numbers or email addresses set forth in the Trust Agreement. Any
          notice
          required or permitted to be mailed to a Certificateholder shall be given
          by
          first-class mail, postage prepaid, or by express delivery service, at the
          address of such Holder as shown in the Certificate Register. Any notice
          so
          mailed within the time prescribed in the Trust Agreement shall be conclusively
          presumed to have been duly given, whether or not the Certificateholder
          receives
          such notice. A copy of any notice required to be telecopied hereunder also
          shall
          be mailed to the appropriate party in the manner set forth above. A copy
          of any
          notice given hereunder to any other party shall be delivered to the Securities
          Administrator.


        
          
            
            

          

          
            107

            
              

            

          

          
            
            

          

        

         

        Section
          13.06 Severability
          of Provision.

         

        If
          any
          one or more of the covenants, agreements, provisions or terms of the Trust
          Agreement shall be for any reason whatsoever held invalid, then such covenants,
          agreements, provisions or terms shall be deemed severable from the remaining
          covenants, agreements, provisions or terms of the Trust Agreement and shall
          in
          no way affect the validity or enforceability of the other provisions of
          the
          Trust Agreement or of the Certificates or the rights of the Holders
          thereof.

         

        Section
          13.07 Sale
          of Mortgage Loans.

         

        It
          is the
          express intent of the Depositor and the Trustee that the conveyance of
          the
          Mortgage Loans by the Depositor to the Trustee pursuant to the Trust Agreement
          be construed as a sale of the Mortgage Loans by the Depositor to the Trustee.
          It
          is, further, not the intention of the Depositor and the Trustee that such
          conveyance be deemed a pledge of the Mortgage Loans by the Depositor to
          the
          Trustee to secure a debt or other obligation of the Depositor. However,
          in the
          event that, notwithstanding the intent of the parties, the Mortgage Loans
          are
          held to continue to be property of the Depositor then (a) the Trust
          Agreement also shall be deemed to be a security agreement within the meaning
          of
          Article 9 of the UCC; (b) the conveyance by the Depositor provided for
          in the Trust Agreement shall be deemed to be a grant by the Depositor to
          the
          Trustee of a security interest in all of the Depositor’s right, title and
          interest in and to the Mortgage Loans and all amounts payable to the holders
          of
          the Mortgage Loans in accordance with the terms thereof and all proceeds
          of the
          conversion, voluntary or involuntary, of the foregoing into cash, instruments,
          securities or other property, including without limitation all amounts,
          other
          than investment earnings, from time to time held or invested in any Collection
          Account or the Certificate Account, whether in the form of cash, instruments,
          securities or other property; (c) the possession by the Trustee or its
          agent of Notes and such other items of property as constitute instruments,
          money, negotiable documents or chattel paper shall be deemed to be “possession
          by the secured party” for purposes of perfecting the security interest pursuant
          to Section 9-313 of the UCC; and (d) notifications to persons holding
          such property, and acknowledgments, receipts or confirmations from persons
          holding such property, shall be deemed notifications to, or acknowledgments,
          receipts or confirmations from, financial intermediaries, bailees or agents
          (as
          applicable) of the Trustee for the purpose of perfecting such security
          interest
          under applicable law. The Depositor and the Trustee shall, to the extent
          consistent with the Trust Agreement, take such actions as may be necessary
          to
          ensure that, if the Trust Agreement were deemed to create a security interest
          in
          the Mortgage Loans, such security interest would be deemed to be a perfected
          security interest of first priority under applicable law and will be maintained
          as such throughout the term of the Trust Agreement.

         

        Section
          13.08 Notice
          to Rating Agencies

         

        (a)
          The
          Securities Administrator, on behalf of the Trustee, shall use its best
          efforts
          promptly to provide notice to each Rating Agency with respect to each of
          the
          following of which an Officer of the Securities Administrator has actual
          knowledge:

         


        
          
            
            

          

          
            108

            
              

            

          

          
            
            

          

        

         

        (i)
          any
          material change or amendment to the Trust Agreement or any agreement assigned
          to
          the Trust;

         

        (ii)
          the
          occurrence of any Event of Default under a Servicing
          Agreement;
 

        (iii)
          the
          resignation, termination or merger of the Depositor, the Securities
          Administrator, the Trustee or any Servicer or Custodian;

         

        (iv)
          the
          purchase of Mortgage Loans pursuant to Section 2.03;

         

        (v)
          the
          final payment to Certificateholders;

         

        (vi)
          any
          change in the location of any Collection Account, Reserve Fund or Certificate
          Account; and

         

        (vii)
          any
          event that would result in the inability of any Servicer to make Advances
          regarding delinquent Mortgage Loans.

         

        (b)
          The
          Securities Administrator shall promptly make available, through a website
          located at www.ctslink.com, if practicable, to each Rating Agency copies
          of the
          following:

         

        (i)
          each
          report to Certificateholders described in Section 4.01; and

         

        (ii)
          upon
          written request of any such Person, a hard copy of each Annual Compliance
          Statement and other reports provided by the Servicer under each Servicing
          Agreement.

         

        (c)
          Any
          notice pursuant to this Section 13.08 shall be in writing and shall be
          deemed to have been duly given if personally delivered or mailed by first
          class
          mail, postage prepaid or by express delivery service to each Rating Agency
          at
          the address specified in the Trust Agreement.

         

        Section
          13.09 Custodian’s
          Limitation of Liability.

         

        The
          Custodian shall be entitled to the same rights, protections, immunities
          and
          indemnities hereunder as afforded under the Custodial Agreement dated as
          of
          February 1, 2007.    


         


        
          
            
            

          

          
            109

            
              

            

          

          
            
            

          

        


        Exhibit A

        FORM
          OF TRUST RECEIPT

        


        [DATE]

        


        Goldman
          Sachs Mortgage Company

        85
          Broad
          Street, 26th
          Floor


        New
          York,
          New York 10004 

        Attn.:
          Christina House

        Telephone:
          (212) 357-8168

        Telecopy:
          (212) 493-0014

        


        U.S.
          Bank
          National Association

        One
          Penn
          Plaza Suite 2700

        New
          York,
          New York 10119

        Attention:
          Structured Finance Department

        GSR
          2007-1F

        


        
          	
                  RE:

                	
                  The
                    Master Servicing and Trust Agreement dated February 1, 2007 (the
                    “Trust
                    Agreement”),
                    among GS Mortgage Securities Corp., as Depositor, U.S. Bank National
                    Association, as Trustee, Wells Fargo Bank, N.A., as Master Servicer
                    and
                    Securities Administrator, and Deutsche Bank National Trust Company,
                    as
                    Custodian, and the Standard Terms to Master Servicing and Trust
                    Agreement
                    (February 2007 Edition) incorporated by reference thereto (the
                    “Standard
                    Terms”).
                    

                


        

        


        Ladies
          and Gentlemen:

        


        In
          accordance with the provision of Section
          2.02
          of the
          above-referenced Standard Terms, the undersigned, as the Custodian, hereby
          certifies (subject to any exceptions listed on the exception report attached
          hereto) that as to each Mortgage Loan listed on the Mortgage Loan Schedule
          of
          the Trust Agreement, it has reviewed the Trustee Mortgage Loan File as
          of the
          date of such Trust Agreement and has determined that (a) all documents
          required
          to be delivered to it pursuant to clauses (a) through (e) and (g) of the
          definition of Trustee Mortgage Loan File are in its possession; provided,
          that
          the Custodian has no obligation to verify the receipt of any documents
          the
          existence of which was not made known to the Custodian by the Trustee Mortgage
          Loan File, and provided,
          further,
          that
          the Custodian has no obligation to determine whether recordation of any
          such
          modification is necessary; (b) such documents have been reviewed by it
          and
          appear regular on their face and to relate to such Mortgage Loans; provided,
          however,
          that
          the Custodian makes no representation and has no responsibilities as to
          the
          authenticity of such documents, their compliance with applicable law, or
          the
          collectability of any of the Mortgage Loans relating thereto; (c) based
          upon its
          examination, and only as to the foregoing documents, the information set
          forth
          on the Mortgage Loan Schedule accurately reflects, the Verified Information
          with
          respect to each Mortgage Loan; and (d) each Mortgage Note has been endorsed
          and
          each assignment has been assigned as required under Section
          2.02
          of the
          Standard Terms. Moreover, the attached Data Collection Schedule accurately
          and
          completely sets forth the information required to be set forth therein
          pursuant
          to Section
          2.02
          of the
          Standard Terms.

        



        
          
            
            

          

          
            Exhibit-A-1

            
              

            

          

          
            
            

          

        


        [DEUTSCHE
          BANK NATIONAL TRUST COMPANY,
          as
          Custodian] 

        By:
          _________________________________

        Name:
          

        Title:
          


        
          
            
            

          

          
            Exhibit-A-2

            
              

            

          

          
            
            

          

        


        Exhibit B

        FORM
          OF FINAL CERTIFICATION

        


        [Date]

        


        Goldman
          Sachs Mortgage Company 

        85
          Broad Street

        New
          York, New York 10004 

        Attn.:
          Christina House

        


        U.S.
          Bank National Association

        One
          Penn Plaza Suite 2700

        New
          York, New York 10119

        Attention:
          Structured Finance Department

        GSR
          2007-1F

        


        
          	
                  RE:

                	
                  The
                    Master Servicing and Trust Agreement dated February 1, 2007 (the
                    “Trust
                    Agreement”),
                    among GS Mortgage Securities Corp., as Depositor, U.S. Bank National
                    Association, as Trustee, Wells Fargo Bank, N.A., as Master Servicer
                    and
                    Securities Administrator, and Deutsche Bank National Trust Company,
                    as
                    Custodian, and the Standard Terms to Master Servicing and Trust
                    Agreement
                    (February 2007 Edition) incorporated by reference thereto (the
                    “Standard
                    Terms”).
                    

                


        

         

        Ladies
          and Gentlemen:

        


        In
          accordance with the provision of Section
          2.02
          of the
          above-referenced Standard
          Terms,
          the
          undersigned, as the Custodian, hereby certifies (subject to any exceptions
          listed on the exception report attached hereto) that as to each Mortgage
          Loan
          listed on the attached Mortgage Loan Schedule, it has reviewed the Trustee
          Mortgage Loan File
          and has
          determined that (a) (i) all documents required to be delivered to it pursuant
          to
clauses
          (a) through (e) and (g) of the definition of Trustee Mortgage Loan
          File
          are in
          its possession; provided
          that the
          Custodian has no obligation to verify the receipt of any such documents
          the
          existence of which was not made known to the Custodian by the Trustee
          Mortgage Loan File,
          and
provided,
          further,
          that the
          Custodian has no obligation to determine whether recordation of any such
          modification is necessary; (b) such documents have been reviewed by it
          and
          appear regular on their face and to relate to such Mortgage Loans; provided,
          however,
          that
          the Custodian makes no representation and has no responsibilities as to
          the
          authenticity of such documents, their compliance with applicable law, or
          the
          collectability of any of the Mortgage Loans relating thereto; and (c) each
          Mortgage Note has been endorsed and each assignment has been assigned as
          required under Section
          2.02
          of the
Standard
          Terms.

        



        
          
            
            

          

          
            Exhibit-B-1

            
              

            

          

          
            
            

          

        


        [DEUTSCHE
          BANK NATIONAL TRUST COMPANY,
          as
          Custodian]

        


        By:
          _____________________________

        Name:

        Title:

         


        
          
            
            

          

          
            Exhibit-B-2

            
              

            

          

          
            
            

          

        


        Exhibit C-1

         

        FORM
          OF RULE 144A AGREEMENT — QIB CERTIFICATION

        


        ______________,
          20__

        


        U.S.
          Bank
          National Association

        One
          Penn
          Plaza Suite 2700

        New
          York,
          New York 10119

        Attention:
          Structured Finance Department

        GSR
          2007-1F

        


        GS
          Mortgage Securities Corp.

        85
          Broad
          Street

        New
          York,
          New York 10004

        


        
          	
                  Re:

                	
                  GS
                    Mortgage Securities Corp., Depositor

                
	 	
                  GSR
                    Mortgage Loan Trust 2007-1F,

                
	 	
                  Pass-Through
                    Certificates Series 2007-1F

                
	 	
                  having
                    an original principal amount of $

                


        

        


        Ladies
          and Gentlemen:

        


        In
          connection with our proposed purchase of the Certificates referred to above
          (the
“Certificates”),
          we
          confirm that:

         

        (A) We
          have
          received a copy of the Offering Supplement dated _________ __, 20__ (the
          “Offering
          Circular”),
          relating to the Certificates and such other information and documents as
          we deem
          necessary in order to make our investment decision. We acknowledge that
          we have
          read and agree to the restrictions on duplication and circulation of the
          Offering Circular and the matters stated in the section entitled “Notice to
          Investors.”

         

        (B) We
          are a
“qualified institutional buyer” (as that term is defined in Rule 144A under the
          Securities Act). We area aware that the sale of the Certificates to us
          is being
          made in reliance on Rule 144A under the Securities Act. We are acquiring
          the
          Certificates for our own account or for the account of a qualified institutional
          buyer.

         

        (C) We
          understand that the offer and sale of the Certificates has not been registered
          under the Securities Act and that the Certificates may not be offered,
          sold, or
          otherwise transferred in the absence of such registration or an applicable
          exemption therefrom. We agree, on our own behalf and on behalf of any accounts
          for which we are acting as hereinafter stated, that we will not offer,
          sell,
          pledge or otherwise transfer any Certificate, or any interest therein,
          except
          (1) (A) in accordance with Rule 144A under the Securities Act to a
“qualified institutional buyer” (as defined therein), or (B) pursuant to an
          effective registration statement under the Securities Act, and (2) in
          accordance with all applicable securities laws of the states of the United
          States or any other applicable jurisdiction.

         


        
          
            
            

          

          
            Exhibit-C-1-1

            
              

            

          

          
            
            

          

        


        (D) We
          understand that, on any proposed resale of any Certificates, we will be
          required
          to furnish to the Depositor and to the Trustee such certificates, legal
          opinions
          and other information as the Depositor, or the Trustee may reasonably require
          to
          confirm that the proposed sale complies with the foregoing restrictions.
          We
          further understand that the Certificates purchased by us will bear a legend
          to
          the foregoing effect.

         

        (E) We
          acknowledge that none of the Depositor, Goldman, Sachs & Co. (the
“Initial
          Purchaser”),
          the
          Trustee, or any person acting on behalf of the Depositor, the Initial Purchaser,
          or the Trustee has made any representations concerning the Trust or the
          offer
          and sale of the Certificates, except as set forth in the Offering
          Circular.

         

        (F) We
          acknowledge that the Depositor, the Initial Purchaser, the Trustee and
          others
          will rely on the truth and accuracy of the foregoing acknowledgments,
          representations and agreements, and agree that if any of the foregoing
          acknowledgments, representations and agreements are no longer accurate
          we shall
          promptly notify the Depositor, the Initial Purchaser, and the
          Trustee.

         

        The
          Transferee hereby agrees to indemnify and hold harmless the Depositor,
          the
          Trustee and the Initial Purchaser from and against any and all loss, damage
          or
          liability (including attorney’s fees) due to or arising out of a breach of any
          representation or warranty, confirmation or statement contained in this
          letter.

         

        The
          Depositor, the Trustee and the Initial Purchaser are entitled to rely upon
          this
          letter and are irrevocably authorized to produce this letter or a copy
          hereof to
          any interested party in any administrative or legal proceedings or official
          inquiry with respect to the matters covered hereby.

         

        Capitalized
          terms used but not otherwise defined herein shall have the meanings assigned
          to
          such terms in the Master Servicing and Trust Agreement, dated as of February
          1,
          2007, among
          GS
          Mortgage Securities Corp., as Depositor, U.S. Bank National Association,
          as
          Trustee, Wells Fargo Bank, N.A., as Master Servicer and Securities
          Administrator, and Deutsche Bank National Trust Company, as Custodian,
          and the
          Standard Terms to Master Servicing and Trust Agreement (February 2007 Edition)
          incorporated by reference thereto.

         

        


        Sincerely,

        


        [Name
          of
          Transferee]


        


        By:    

        Name:
             

        Title:   


        
          
            
            

          

          
            Exhibit-C-1-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          C-2

        


        FORM
          OF
          TRANSFER CERTIFICATE

        FOR
          TRANSFER FROM RULE 144A CERTIFICATE

        TO
          REGULATION S GLOBAL SECURITY

        (Transfers
          pursuant to § 5.05(d)(B)

                              
          of the
          Agreement)                            

         

        U.S.
          Bank
          National Association

        One
          Penn
          Plaza Suite 2700

        New
          York,
          New York 10119

        Attention:
          Structured Finance Department

        GSR
          2007-1F

        


        GS
          Mortgage Securities Corp.

        85
          Broad
          Street

        New
          York,
          New York 10004

        


        
          	
                  Re:

                	
                  GS
                    Mortgage Securities Corp., Depositor

                
	 	
                  GSR
                    Mortgage Loan Trust 2007-1F,

                
	 	
                  Pass-Through
                    Certificates Series 2007-1F

                


        

         

        Reference
          is hereby made to the Master Servicing and Trust Agreement dated February
          1,
          2007 (the “Trust Agreement”), among GS
          Mortgage Securities Corp., as Depositor, U.S. Bank National Association,
          as
          Trustee, Wells Fargo Bank, N.A., as Master Servicer and Securities
          Administrator, and Deutsche Bank National Trust Company, as Custodian,
          and the
          Standard Terms to Master Servicing and Trust Agreement (February 2007
          Edition)
          incorporated by reference thereto (the “Standard Terms” and together with the
          Trust Agreement, the “Agreement”) Capitalized terms used but not defined herein
          shall have the meanings given to them in the Agreement.

         

        This
          letter relates to U.S. $                            
          aggregate
          principal amount of Securities which are held in the form of a Rule 144A
          Certificate with DTC in the name of [name of transferor]                                                       
          (the
“Transferor”) to effect the transfer of the Securities in exchange for an
          equivalent beneficial interest in a Regulation S Global Security.

         

        In
          connection with such request, the Transferor does hereby certify that such
          transfer has been effected in accordance with the transfer restrictions
          set
          forth in the Agreement and the Securities and in accordance with Rule 904
          of
          Regulation S, and that:

         

        a. the
          offer
          of the Securities was not made to a person in the United States; 

         

        b. at
          the
          time the buy order was originated, the transferee was outside the United
          States
          or the Transferor and any person acting on its behalf reasonably believed
          that
          the transferee was outside the United States;

         


        
          
            
            

          

          
            Exhibit-C-2-1

            
              

            

          

          
            
            

          

        


        c. no
          directed selling efforts have been made in contravention of the requirements
          of
          Rule 903 or 904 of Regulation S, as applicable;

         

        d. the
          transaction is not part of a plan or scheme to evade the registration
          requirements of the United States Securities Act of 1933, as amended;
          and

         

        
          
            e.
              the
              transferee is not a U.S. person (as defined in Regulation
              S).

          

        

         


        
          
            
            

          

          
            Exhibit-C-2-2

            
              

            

          

          
            
            

          

        


        You
          are
          entitled to rely upon this letter and are irrevocably authorized to produce
          this
          letter or a copy hereof to any interested party in any administrative or
          legal
          proceedings or official inquiry with respect to the matters covered hereby.
          Terms used in this certificate have the meanings set forth in Regulation
          S.


        


                                                                    
          

        [Name
          of
          Transferor]

        


        


        By:
                                                                  

        Name:

        Title:

         

        Date:             
            ,
                 

        
 


        
          
            
            

          

          
            Exhibit-C-2-3

            
              

            

          

          
            
            

          

        


        EXHIBIT
          C-3

        


        FORM
          OF
          TRANSFER CERTIFICATE FOR TRANSFER 

        FROM
          REGULATION S GLOBAL SECURITY

        TO
          RULE
          144A CERTIFICATE

        (Transfers
          pursuant to § 5.05(d)(C)

                                  of
          the
          Agreement)                          

         

        U.S.
          Bank
          National Association

        One
          Penn
          Plaza Suite 2700

        New
          York,
          New York 10119

        Attention:
          Structured Finance Department

        GSR
          2007-1F

        


        GS
          Mortgage Securities Corp.

        85
          Broad
          Street

        New
          York,
          New York 10004

        


        
          	
                  Re:

                	
                  GS
                    Mortgage Securities Corp., Depositor

                
	 	
                  GSR
                    Mortgage Loan Trust 2007-1F,

                
	 	
                  Pass-Through
                    Certificates Series 2007-1F

                


        

         

        Reference
          is hereby made to the Master Servicing and Trust Agreement dated February
          1,
          2007 (the “Trust Agreement”), among GS
          Mortgage Securities Corp., as Depositor, U.S. Bank National Association,
          as
          Trustee, Wells Fargo Bank, N.A., as Master Servicer and Securities
          Administrator, and Deutsche Bank National Trust Company, as Custodian,
          and the
          Standard Terms to Master Servicing and Trust Agreement (February 2007 Edition)
          incorporated by reference thereto (the
          “Standard Terms” and together with the Trust Agreement, the “Agreement”).
          Capitalized terms used but not defined herein shall have the meanings given
          to
          them in the Agreement.

         

        This
          letter relates to U.S. $                            
          aggregate
          principal amount of Securities which are held in the form of a Regulations
          S
          Global Security in the name of [name of transferor]                                                       
          (the
          “Transferor”) to effect the transfer of the Securities in exchange for an
          equivalent beneficial interest in a Rule 144A Certificate.

         

        In
          connection with such request, and in respect of such Securities, the Transferor
          does hereby certify that such Securities are being transferred in accordance
          with (i) the transfer restrictions set forth in the Agreement and the Securities
          and (ii) Rule 144A under the United States Securities Act of 1933, as amended,
          to a transferee that the Transferor reasonably believes is purchasing the
          Securities for its own account or an account with respect to which the
          transferee exercises sole investment discretion, the transferee and any
          such
          account is a qualified institutional buyer within the meaning of Rule 144A,
          in a
          transaction meeting the requirements of Rule 144A and in accordance with
          any
          applicable securities laws of any state of the United States or any other
          jurisdiction.


        
          
            
            

          

          
            Exhibit-C-3-1

            
              

            

          

          
            
            

          

        


                                                                    
          

        [Name
          of
          Transferor]

        


        By:                                                        

        Name:

        Title:

         

        Date:             
            ,
                 

         


        
          
            
            

          

          
            Exhibit-C-3-2

            
              

            

          

          
            
            

          

        


        Exhibit D

        


        FORM
          OF TRANSFEREE AGREEMENT

         

        ,
          20___

         

        U.S.
          Bank
          National Association

        One
          Penn
          Plaza Suite 2700

        New
          York,
          New York 10119

        Attention:
          Structured Finance Department

        GSR
          2007-1F

        


        GS
          Mortgage Securities Corp.

        85
          Broad
          Street

        New
          York,
          New York 10004

        


        
          	
                  Re:

                	
                  GS
                    Mortgage Securities Corp., Depositor

                
	 	
                  GSR
                    Mortgage Loan Trust 2007-1F,

                
	 	
                  Pass-Through
                    Certificates Series 2007-1F

                
	 	
                  having
                    an original principal amount of
                    $          

                


        

        


        Ladies
          and Gentlemen:

        


        In
          connection with our proposed purchase of the Certificates referred to above
          (the
“Certificates”),
          we
          confirm that:

         

        (A) We
          have
          received a copy of the Offering Supplement, dated __________ ___, 20 
          (the
“Offering
          Circular”),
          relating to the Certificates and such other information and documents as
          we deem
          necessary in order to make our investment decision. We acknowledge that
          we have
          read and agree to the matters stated in the Section entitled “Notice to
          Investors,” and the restrictions on duplication and circulation of the Offering
          Circular.

         

        (B) We
          understand that any subsequent transfer of the Certificates is subject
          to
          certain restrictions and conditions set forth in the Master Servicing and
          Trust
          Agreement, dated as of February 1, 2007, GS
          Mortgage Securities Corp., as Depositor, U.S. Bank National Association,
          as
          Trustee, Wells Fargo Bank, N.A., as Master Servicer and Securities
          Administrator, and Deutsche Bank National Trust Company, as Custodian,
          and the
          Standard Terms to Master Servicing and Trust Agreement (February 2007 Edition)
          incorporated by reference thereto (the
          “Trust
          Agreement”),
          and
          we agree to be bound by, and not to resell, pledge or otherwise transfer
          the
          Certificates except in compliance with such restrictions and conditions
          and the
          Securities Act of 1933, as amended (the “Securities
          Act”)
          and
          our failure to comply with the foregoing agreement shall render any purported
          transfer to be null and void.

         

        (C) We
          understand that the offer and sale of the Certificates has not been registered
          under the Securities Act and that the Certificates may not be offered,
          sold, or
          otherwise transferred in the absence of such registration or an applicable
          exemption thereof. We agree, on our own behalf and on behalf of any accounts
          for
          which we are acting as hereinafter stated, that we will not offer, sell,
          pledge
          or otherwise transfer any Certificate or any interest therein, except
          (A) in accordance with Rule 144A under the Securities Act to a “qualified
          institutional buyer” (as defined therein), (B) to an institutional
“accredited investor” (as defined below) that, prior to such transfer, furnishes
          to the Trustee a signed letter contained certain representations and agreements
          relating to the restrictions on transfer of the Certificates (the form
          of which
          letter can be obtained from the Trustee), or (C) pursuant to an effective
          registration statement under the Securities Act, and we further agree to
          provide
          to any person purchasing any of the Certificates from us a notice advising
          such
          person that resale of the Certificates are restricted as stated
          herein.

         


        
          
            
            

          

          
            Exhibit-D-1

            
              

            

          

          
            
            

          

        


        (D) We
          understand that, on any proposed resale of any Certificates, we will be
          required
          to furnish to the Depositor and to the Trustee of such certificates, legal
          opinions and other information as the Depositor or the Trustee may reasonably
          require to confirm that the proposed sale complies with the foregoing
          restrictions. We further understand that the Certificates purchased by
          us will
          bear a legend to the foregoing effect.

         

        (E) We
          are an
          institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
          (7) of Regulation D under the Securities Act) and have knowledge and experience
          in financial and business matters as to be capable of evaluating the merits
          and
          risks of our investment in the Certificates, and we and any accounts for
          which
          we are acting are each able to bear the economic risks of our or their
          investment.

         

        (F) We
          are
          acquiring the Certificates purchased by us for our own account or for one
          or
          more accounts (each of which is an institutional “accredited investor”) as to
          each of which we exercise sole investment discretion.

         

        (G) We
          are
          acquiring at least the required minimum principal amount of the Certificates
          for
          each account for which we are purchasing such Certificates and will not
          offer,
          sell, pledge or otherwise transfer any such Certificates or any interest
          therein
          at any time except in the Required Minimum denomination.

         

        (H) We
          have
          been furnished all information regarding the Certificates that we have
          requested
          from the Depositor and the Trustee.

         

        (I) We
          acknowledge that neither the Trust, the Depositor, Goldman, Sachs & Co. (the
“Initial
          Purchaser”)
          nor
          the Trustee nor any person acting on behalf of the Trust, the Depositor,
          the
          Initial Purchaser or the Trustee has made any representations concerning
          the
          Trust or the offer and sale of the Certificates, except as set forth in
          the
          Offering Circular.

         

        (J) We
          have
          such knowledge and experience in financial and business matters that we
          are
          capable of evaluating the merits and risks of purchasing the
          Certificates.

         

        (K) If
          we are
          acquiring any of the Certificates as fiduciary or agent for one or more
          accounts, we represent that we have sole investment discretion with respect
          to
          each such amount and that we have full power to make the forgoing
          acknowledgments, representations and agreements with respect to each such
          account as set forth.

         


        
          
            
            

          

          
            Exhibit-D-2

            
              

            

          

          
            
            

          

        


        (L) We
          acknowledge that the Depositor, the Initial Purchaser, the Trustee, and
          others
          will rely on the truth and accuracy of the foregoing acknowledgments,
          representations and agreements, and agree that if any of the foregoing
          acknowledgments, representations and agreements are no longer accurate
          we shall
          promptly notify the Depositor, the Initial Purchaser and the
          Trustee.

         

        The
          Transferee hereby agrees to indemnify and hold harmless the Trust, the
          Depositor, the Trustee, and the Initial Purchaser from and against any
          and all
          loss, damage or liability (including attorney’s fees) due to or arising out of a
          breach of any representation or warranty, confirmation or statement contained
          in
          this letter.

         

        The
          Depositor, the Trustee, and the Initial Purchaser are entitled to rely
          upon this
          letter and are irrevocably authorized to produce this letter or a copy
          hereof to
          any interested party in any administrative or legal proceedings or official
          inquiry with respect to the matters covered hereby.

         

        Capitalized
          terms used but not otherwise defined herein shall have the meanings assigned
          to
          such terms in the Trust Agreement.

         

        Sincerely,

        


        [Name
          of
          Transferee]


        


        By:    

        Name:   

        Title:   

        



        
          
            
            

          

          
            Exhibit-D-3

            
              

            

          

          
            
            

          

        


        Exhibit E

        


        FORM
          OF BENEFIT PLAN AFFIDAVIT

        


        
          	
                  Re:

                	
                  GS
                    Mortgage Securities Corp.,

                
	 	
                  as
                    Depositor

                
	 	
                  GSR
                    Mortgage Loan Trust

                
	 	
                  2007-1F
                    (the “Trust”)

                


        

         

         

        
          	
                  STATE
                    OF ___________

                	
                  )

                
	 	
                  )
                    ss:

                
	
                  COUNTY
                    OF __________

                	
                  )

                


        

         

        Under
          penalties of perjury, I, the undersigned, declare that, to the best of
          my
          knowledge and belief, the following representations are true, correct,
          and
          complete.

         

        1. I
          am a
          duly authorized signatory of _______________, a ____________ (the “Transferee”),
          whose
          taxpayer identification number is _______________, and on behalf of which
          I have
          the authority to make this affidavit.

        2. The
          Transferee is acquiring the _________ and __________ Certificates (the
          “Certificates”),
          each
          representing an interest in the Trust, for certain assets of which one
          or more
          real estate mortgage investment conduit (“REMIC”)
          elections are to be made under Section 860D of the Internal Revenue Code of
          1986, as amended (the “Code”).

        3. The
          Transferee understands that the Certificates will bear the following
          legend:

        


        NO
          TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
          TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT
          THAT SUCH
          TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
          ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
          ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
          OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING
          ON BEHALF OF, OR USING THE ASSETS OF, ANY SUCH PLAN OR (2) IF THE CERTIFICATE
          (OTHER THAN A RESIDUAL CERTIFICATE OR A CLASS X CERTIFICATE) HAS BEEN SUBJECT
          TO
          AN ERISA-QUALIFYING UNDERWRITING, IS AN INSURANCE COMPANY PURCHASING SUCH
          CERTIFICATES WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS
          SUCH TERM IS DEFINED IN SECTION V(E) OF THE PROHIBITED TRANSACTION CLASS
          EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
          ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR (B) AN OPINION OF
          COUNSEL
          SATISFACTORY TO THE TRUSTEE AND THE SECURITIES ADMINISTRATOR, UPON WHICH
          THE
          TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER AND THE DEPOSITOR
          SHALL BE ENTITLED TO RELY TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
          SUCH
          CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL NOT RESULT IN ANY NON-EXEMPT
          PROHIBITED TRANSACTIONS UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
          CODE
          AND WILL NOT SUBJECT THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER
          SERVICER OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN
          BY
          SUCH PARTIES IN THE TRUST AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT
          BE AN
          EXPENSE OF THE TRUST FUND OR ANY OF THE ABOVE PARTIES. A TRANSFEREE OF
          A
          BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE A REPRESENTATION AS
          REQUIRED
          IN THE TRUST AGREEMENT.

         


        
          
            
            

          

          
            Exhibit-E-1

            
              

            

          

          
            
            

          

        


        4. The
          Transferee either:

        


        (a) is
          neither an employee benefit plan or other retirement arrangement subject
          to
          section 406 of the Employee Retirement Income Security Act of 1974, as
          amended
          (“ERISA”),
          or
          Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
          nor a
          person acting on behalf of, or using the assets of, any such plan or
          arrangement; or

        


        (b) if
          the
          Certificates (other than a Residual Certificate or a Class X Certificate)
          have
          been subject to an ERISA-Qualifying Underwriting, is an insurance company
          purchasing such Certificates with funds contained in an “insurance company
          general account” (as such term is defined in Section V(e) of the Prohibited
          Transaction Class Exemption 95-60 (“PTCE
          95-60”))
          and
          the purchase and holding of such Certificate are covered under Sections
          I and
          III of PTCE 95-60; or

        


        (c) a
          Benefit
          Plan Opinion satisfactory to the Trustee, upon which the Trustee, the Securities
          Administrator, the Master Servicer and the Depositor shall be entitled
          to rely
          to the effect that the purchase or holding of such Certificate by the
          prospective transferee will not result in any non-exempt prohibited transactions
          under Section 406 of ERISA or Section 4975 of the Code and will not subject
          the
          Trustee, the Securities Administrator, the Master Servicer or the Depositor
          to
          any obligation in addition to those undertaken by such parties in the Trust
          Agreement, which Benefit Plan Opinion shall not be an expense of the Trust
          or
          any of the above parties. 


        
          
            
            

          

          
            Exhibit-E-2

            
              

            

          

          
            
            

          

        


        


        IN
          WITNESS WHEREOF, the Transferee has caused this instrument to be duly executed
          on its behalf, by its duly authorized officer on this ____day of ________,
          20 .

         

        [Name
          of
          Transferee]

        


        


        


        By:      

        Name:

        Title:

        


        


        


        


        Personally
          appeared before me ________________, known or proved to me to be the same
          person
          who executed the foregoing instrument and to be a _________________________
          of
          the Transferee, and acknowledged to me that he executed the same as his
          or her
          free act and deed and as the free act and deed of the Transferee.

        


        


        Subscribed
          and sworn to before me this

        ______
          day of ________________, 20 .

        


                        

        Notary
          Public

         

        My
          commission expires:     



        
          
            
            

          

          
            Exhibit-E-3

            
              

            

          

          
            
            

          

        


        Exhibit F

        


        FORM
          OF RESIDUAL TRANSFEREE AGREEMENT

         

        _________________

        (DATE)


        


        GS
          Mortgage Securities Corp.

        85
          Broad
          Street

        New
          York,
          New York 10004

        


        U.S.
          Bank
          National Association

        One
          Penn
          Plaza Suite 2700

        New
          York,
          New York 10119

        Attention:
          Structured Finance Department

        GSR
          2007-1F

        


        
          	
                  Re:

                	
                  Master
                    Servicing and Trust Agreement, dated as of February 1, 2007,
                    among GS
                    Mortgage Securities Corp., as Depositor, Wells Fargo Bank, N.A.,
                    as Master
                    Servicer, Securities Administrator, Deutsche Bank National Trust
                    Company,
                    as Custodian, and U.S. Bank National Association, as Trustee
                    of GSR
                    Mortgage Loan
                    Trust 2007-1F

                


        

        
 

        Ladies
          and Gentlemen:

        


        In
          connection with the purchase on the date hereof of the captioned securities
          (the
“Residual
          Certificate”),
          to be issued pursuant to the Master Servicing and Trust Agreement, dated
          as of
          February 1, 2007, among GS Mortgage Securities Corp., Wells
          Fargo Bank, N.A.,
          as Master Servicer and Securities Administrator, Deutsche Bank National
          Trust
          Company, as Custodian, and U.S. Bank National Association, as Trustee (the
          “Trustee”),
          which incorporates by reference the Standard Terms to Trust Agreement,
          February
          2007 Edition (the “Standard
          Terms to Trust Agreement”)
          (collectively, the “Trust
          Agreement”),
          the undersigned hereby certifies and covenants to the transferor, the Depositor,
          the Trustee and the Trust as follows:

         

        1. We
          certify that on the date hereof we have simultaneously herewith delivered
          to you
          an affidavit certifying, among other things, that (A) we are not a
          Disqualified Organization and (B) we are not purchasing such Residual
          Certificate on behalf of a Disqualified Organization. We understand that
          any
          breach by us of this certification may cause us to be liable for a tax
          imposed
          upon transfers to Disqualified Organizations.

         

        2. We
          acknowledge that we will be the beneficial owner of the Residual Certificate
          and
          that the Residual Certificate will be registered in our name and not in
          the name
          of a nominee.

         

        3. We
          certify that no purpose of our purchase of the Residual Certificate is
          to avoid
          or impede the assessment or collection of tax.

         


        
          
            
            

          

          
            Exhibit-F-1

            
              

            

          

          
            
            

          

        


        4. (A) We
          understand that the Residual Certificate represents for federal income
          tax
          purposes a “residual interest” in a real estate mortgage investment conduit and
          (B) we understand that as the holder of the Residual Certificate we will be
          required to take into account, in determining our taxable income, our pro
          rata
          percentage interest of the taxable income of each REMIC formed pursuant
          to the
          Trust Agreement in accordance with all applicable provisions of the Internal
          Revenue Code of 1986, as amended (the “Code”).

         

        5. We
          understand that if, notwithstanding the transfer restrictions, any of the
          Residual Certificates is in fact transferred to a Disqualified Organization,
          a
          tax may be imposed on the transferor of such Residual Certificate. We agree
          that
          any breach by us of these representations shall render such transfer of
          such
          Residual Certificate by us absolutely null and void and shall cause no
          rights in
          the Residual Certificate to vest in the transferee.

         

        6. The
          sale to us and our purchase of the Residual Certificates constitutes a
          sale for
          tax and all other purposes and each party thereto has received due and
          adequate
          consideration. In our view, the transaction represents fair value, representing
          the results of arms length negotiations and taking into account our analysis
          of
          the tax and other consequences of investment in the Residual
          Certificates.

         

        7. Unless
          this provision is explicitly waived by the transferor to us of the Residual
          Certificates, we expect that the purchase of the Residual Certificates,
          together
          with the receipt of the price, if any, therefor will be economically neutral
          or
          profitable to us overall, after all related expenses (including taxes)
          have been
          paid and based on conservative assumptions with respect to discount rates,
          prepayments and other factors necessary to evaluate profitability.

         

        8. We
          are a
“U.S. Person” within the meaning of Section 7701(a)(30) of the Code. We are
          duly organized and validly existing under the laws of the jurisdiction
          of our
          organization. We are neither bankrupt nor insolvent nor do we have reason
          to
          believe that we will become bankrupt or insolvent. We have conducted and
          are
          conducting our business so as to comply in all material respects with all
          applicable statutes and regulations. The person executing and delivering
          this
          letter on our behalf is duly authorized to do so, the execution and delivery
          by
          us of this letter and the consummation of the transaction on the terms
          set forth
          herein are within our corporate power, and upon such execution and delivery,
          this letter will constitute our legal, valid and binding obligation, enforceable
          against us in accordance with its terms, subject, as to the enforcement
          of
          remedies, to applicable bankruptcy, reorganization, insolvency, moratorium
          and
          other laws affecting the right of creditors generally and to general principles
          of equity and the discretion of the court (regardless of whether enforcement
          of
          such remedies is considered in a proceeding in equity or at law).

         

        9. Neither
          the execution and delivery by us of this letter, nor the compliance by
          us with
          the provisions hereof, nor the consummation by us of the transactions as
          set
          forth herein, will (A) conflict with or result in a breach of, or
          constitute a default or result in the acceleration of any obligation under,
          our
          certificate of incorporation or by-laws or, after giving effect to the
          consents
          or the taking of the actions contemplated by clause (B) of this
          subparagraph, any of the provisions of any law, governmental rule, regulation,
          judgment, decree or order binding on us or our properties, or any of the
          provisions of any indenture or mortgage or any other contract or instrument
          to
          which we are a party or by which we or any of our properties is bound,
          or
          (B) require the consent of or notice to or any filing with, any person,
          entity or governmental body, which has not been obtained or made by
          us.

         


        
          
            
            

          

          
            Exhibit-F-2

            
              

            

          

          
            
            

          

        


        10. We
          anticipate being a profit-making entity on an ongoing basis.

         

        11. We
          have filed all required federal and state income tax returns and have paid
          all
          federal and state income taxes due; we intend to file and pay all such
          returns
          and taxes in the future. We acknowledge that as the holder of the Residual
          Certificates, to the extent the Residual Certificates would be treated
          as a
          noneconomic residual interest within the meaning of U.S. Treasury Regulation
          Section 1.860E-1(c)(2), we may incur tax liabilities in excess of cash
          flows generated by the Residual Certificates and that we intend to pay
          taxes
          associated with holding the Residual Certificates as they become
          due.

         

        12. We
          agree that in the event that at some future time we wish to transfer any
          interest in the Residual Certificates, we will transfer such interest in
          the
          Residual Certificates only to a transferee that:

         

        (a) is
          not a Disqualified Organization and is not purchasing such interest in
          the
          Residual Certificates on behalf of a Disqualified Organization, and

         

        (b) has
          delivered to the Trustee a transferee agreement in the form of Exhibit D to
          the Standard Terms to Trust Agreement and an affidavit in the form of
          Exhibit G-1 or Exhibit G-2, as applicable, to the Standard Terms to
          Trust Agreement and, if requested by the Trustee, an opinion of counsel,
          in form
          acceptable to the Trustee, that the proposed transfer will not cause the
          Residual Certificates to be held by a Disqualified Organization.

         

        13. We
          are
          knowledgeable and experienced in financial, business and tax matters generally
          and in particular, the investment risks and tax consequences of REMIC residuals
          that provide little or no cash flow, and are capable of evaluating the
          merits
          and risks of an investment in the Residual Certificates; we are able to
          bear the
          economic risks of an investment in the Residual Certificates.

         

        14. In
          addition, we acknowledge that the Trustee will not register the transfer
          of a
          Residual Certificate to a transferee that is not a “U.S. Person” within the
          meaning of Section 7701(a)(30) of the Code. 

         

        15. Capitalized
          terms used herein but not defined herein shall have the meanings ascribed
          to
          such terms in the Standard Terms to Trust Agreement.

         

        16. We
          hereby
          designate the Trustee as our fiduciary to perform the duties of the tax
          matters
          person for each REMIC formed pursuant to the Trust Agreement.

         

        (signature
          page follows)

         


        
          
            
            

          

          
            Exhibit-F-3

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the undersigned has caused this Agreement be validly executed
          by its duly authorized representative as of the day and year first above
          written.

         

                            

        [Name
          of
          Transferee]

        


        By:        

        


        Its:        

        


        Taxpayer
          ID #    


        


        


        Personally
          appeared before me ________________, known or proved to me to be the same
          person
          who executed the foregoing instrument and to be a _________________________
          of
          the Transferee, and acknowledged to me that he executed the same as his
          or her
          free act and deed and as the free act and deed of the Transferee.

         

        Subscribed
          and sworn to before me this

        ______
          day of ________________, 20 .

        


                            

        Notary
          Public

         

        My
          commission expires:     


        



        
          
            
            

          

          
            Exhibit-F-4

            
              

            

          

          
            
            

          

        


        Exhibit G-1

        


        FORM
          OF NON-U.S. PERSON AFFIDAVIT

        AND
          AFFIDAVIT PURSUANT TO SECTIONS

        860D(a)(6)(A)
          and 860E(e)(4)

        OF
          THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


        
          


          
            	
                    Re:

                  	
                    GS
                      Mortgage Securities Corp., Depositor

                  
	 	
                    GSR
                      Mortgage Loan Trust

                  
	 	
                    2007-1F
                      (the “Trust”)

                  


          

           

          
            	
                    STATE
                      OF

                  	
                      

                  	
                    )

                  	 
	 	 	
                    )

                  	
                    ss.:

                  
	
                    CITY
                      OF

                  	
                      

                  	
                    )

                  	 


          

           

        

        Under
          penalties of perjury, I, the undersigned, declare that to the best of my
          knowledge and belief, the following representations are true, correct and
          complete:

         

        1. I
          am a
          duly authorized officer of ___________________ (the “Transferee”),
          and
          on behalf of which I have the authority to make this affidavit.

         

        2. The
          Transferee is acquiring all or a portion of the securities (the “Residual
          Certificates”),
          which
          represent a residual interest in one or more real estate mortgage investment
          conduits (each, a “REMIC”)
          for
          which elections are to be made under Section 860D of the Internal Revenue
          Code of 1986, as amended (the “Code”).

         

        3. The
          Transferee is a foreign person within the meaning of Treasury Regulation
          Section 1.860G-3(a)(1) (i.e.,
          a
          person other than (i) a citizen or resident of the United States,
          (ii) a corporation or partnership that is organized under the laws of the
          United States or any jurisdiction thereof or therein, (iii) an estate that
          is subject to United States federal income tax regardless of the source
          of its
          income or (iv) a trust if a court within the United States is able to
          exercise primary supervision over the administration of such trust and
          one or
          more United States Persons have the authority to control all substantial
          decisions of the trust) who would be subject to United States income tax
          withholding pursuant to Section 1441 or 1442 of the Code on income derived
          from the Residual Certificates (a “Non-U.S.
          Person”).

         

        4. The
          Transferee agrees that it will not hold the Residual Certificates in connection
          with a trade or business in the United States, and the Transferee understands
          that it will be subject to United States federal income tax under
          Sections 871 and 881 of the Code in accordance with Section 860G of
          the Code and any Treasury regulations issued thereunder on “excess inclusions”
that accrue with respect to the Residual Certificates during the period
          the
          Transferee holds the Residual Certificates.

         


        
          
            
            

          

          
            Exhibit-G-1-1

            
              

            

          

          
            
            

          

        


        5. The
          Transferee understands that the federal income tax on excess inclusions
          with
          respect to the Residual Certificates may be withheld in accordance with
          Section 860G(b) of the Code from distributions that otherwise would be made
          to the Transferee on the Residual Certificates and, to the extent that
          such tax
          has not been imposed previously, that such tax may be imposed at the time
          of
          disposition of any such Residual Certificate pursuant to Section 860G(b) of
          the Code.

         

        6. The
          Transferee agrees (i) to file a timely United States federal income tax
          return for the year in which disposition of a Residual Certificate it holds
          occurs (or earlier if required by law) and will pay any United States federal
          income tax due at that time and (ii) if any tax is due at that time, to
          provide satisfactory written evidence of payment of such tax to the Trustee
          or
          its designated paying agent or other person who is liable to withhold federal
          income tax from a distribution on the Residual Certificates under
          Sections 1441 and 1442 of the Code and the regulations thereunder (the
“Withholding
          Agent”).

         

        7. The
          Transferee understands that until it provides written evidence of the payment
          of
          tax due upon the disposition of a Residual Certificate to the Withholding
          Agent
          pursuant to paragraph 6 above, the Withholding Agent may (i) withhold
          an amount equal to such tax from future distributions made with respect
          to the
          Residual Certificate to subsequent transferees (after giving effect to
          the
          withholding of taxes imposed on such subsequent transferees), and (ii) pay
          the withheld amount to the Internal Revenue Service.

         

        8. The
          Transferee understands that (i) the Withholding Agent may withhold other
          amounts required to be withheld pursuant to United States federal income
          tax
          law, if any, from distributions that otherwise would be made to such transferee
          on each Residual Certificate it holds and (ii) the Withholding Agent may
          pay to the Internal Revenue Service amounts withheld on behalf of any and
          all
          former holders of each Residual Certificate held by the Transferee.

         

        9. The
          Transferee understands that if it transfers a Residual Certificate (or
          any
          interest therein) to a United States Person (including a foreign person
          who is
          subject to net United States federal income taxation with respect to such
          Residual Certificate), the Withholding Agent may disregard the transfer
          for
          federal income tax purposes if the transfer would have the effect of allowing
          the Transferee to avoid tax on accrued excess inclusions and may continue
          to
          withhold tax from future distributions as though the Residual Certificate
          were
          still held by the Transferee.

         

        10. The
          Transferee understands that a transfer of a Residual Certificate (or any
          interest therein) to a Non-U.S. Person (i.e.,
          a
          foreign person who is not subject to net United States federal income tax
          with
          respect to such Residual Certificate) will not be recognized unless the
          Withholding Agent has received from the transferee an affidavit in substantially
          the same form as this affidavit containing these same agreements and
          representations.

         

        11. The
          Transferee understands that distributions on a Residual Certificate may
          be
          delayed, without interest, pending determination of amounts to be
          withheld.

         


        
          
            
            

          

          
            Exhibit-G-1-2

            
              

            

          

          
            
            

          

        


        12. The
          Transferee is not a “Disqualified Organization” (as defined below), and the
          Transferee is not acquiring a Residual Certificate for the account of,
          or as
          agent or nominee of, or with a view to the transfer of direct or indirect
          record
          or beneficial ownership to, a Disqualified Organization. For the purposes
          hereof, a Disqualified Organization is any of the following: (i) the United
          States, any State or political subdivision thereof, any foreign government,
          any
          international organization, or any agency or instrumentality of any of
          the
          foregoing; (ii) any organization (other than a farmer’s cooperative as
          defined in Section 521 of the Code) that is exempt from federal income
          taxation (including taxation under the unrelated business taxable income
          provisions of the Code); (iii) any rural telephone or electrical service
          cooperative described in Section 1381(a)(2)(C) of the Code; or
          (iv) any other entity treated as a “disqualified organization” within the
          meaning of Section 860E(e)(5) of the Code. In addition, a corporation will
          not be treated as an instrumentality of the United States or of any state
          or
          political subdivision thereof if all of its activities are subject to tax
          and,
          with the exception of the Federal Home Loan Mortgage Corporation, a majority
          of
          its board of directors is not selected by such governmental unit.

         

        13. The
          Transferee agrees to consent to any amendment of the Trust Agreement that
          shall
          be deemed necessary by the Depositor (upon the advice of counsel to the
          Depositor) to constitute a reasonable arrangement to ensure that no interest
          in
          a Residual Certificate will be owned directly or indirectly by a Disqualified
          Organization.

         

        14. The
          Transferee acknowledges that Section 860E(e) of the Code would impose a
          substantial tax on the transferor or, in certain circumstances, on an agent
          for
          the Transferee, with respect to any transfer of any interest in any Residual
          Certificate to a Disqualified Organization.

         

        Capitalized
          terms used and not otherwise defined herein shall have the meanings assigned
          to
          them in the Master Servicing and Trust Agreement, dated as of February
          1, 2007,
among
          GS
          Mortgage Securities Corp., as Depositor, U.S. Bank National Association,
          as
          Trustee, Wells Fargo Bank, N.A., as Master Servicer and Securities
          Administrator, and Deutsche Bank National Trust Company, as Custodian,
          and the
          Standard Terms to Master Servicing and Trust Agreement (February 2007 Edition)
          incorporated by reference thereto.

         


        
          
            
            

          

          
            Exhibit-G-1-3

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Transferee has caused this instrument to be duly executed
          on its behalf, by its duly authorized officer as of the _______ day of
          _____________, 20__.


         

                            

        [Name
          of
          Transferee]

        


        By:      

        


        Its:      

        


        


        Personally
          appeared before me ___________________________, known or proved to me to
          be the
          same person who executed the foregoing instrument and to be a
          ______________________ of the Transferee, and acknowledged to me that he
          or she
          executed the same as his or her free act and deed and as the free act and
          deed
          of the Transferee.

         

        Subscribed
          and sworn before me this ______ day of __________, 20__.


         

         

                            

        Notary
          Public

        


        


        My
          commission expires the _____ day of ________________, 20__.

         


        
          
            
            

          

          
            Exhibit-G-1-4

            
              

            

          

          
            
            

          

        


        Exhibit G-2

        


        FORM
          OF U.S. PERSON AFFIDAVIT

        AND
          AFFIDAVIT PURSUANT TO SECTIONS

        860D(a)(6)(A)
          and 860E(e)(4)

        OF
          THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

        
          
            

              
                	
                        Re:

                      	
                        GS
                          Mortgage Securities Corp., Depositor

                      
	 	
                        GSR
                          Mortgage Loan Trust

                      
	 	
                        2007-1F
                          (the “Trust”)

                      


              

            

             

            
              	
                      STATE
                        OF

                    	
                        

                    	
                      )

                    	 
	 	 	
                      )

                    	
                      ss.:

                    
	
                      CITY
                        OF

                    	
                        

                    	
                      )

                    	 


            

             

          

        

        Under
          penalties of perjury, I, the undersigned declare that, to the best of my
          knowledge and belief, the following representations are true, correct and
          complete:

         

        1. I
          am a
          duly authorized officer of ______________________ (the “Transferee”),
          on
          behalf of which I have the authority to make this affidavit.

         

        2. The
          Transferee is acquiring all or a portion of the securities (the “Residual
          Certificates”), which represent a residual interest in one or more real estate
          mortgage investment conduits (each, a “REMIC”)
          for
          which elections are to be made under Section 860D of the Internal Revenue
          Code of 1986, as amended (the “Code”).

         

        3. The
          Transferee either is (i) a citizen or resident of the United States,
          (ii) a domestic partnership or corporation, (iii) an estate that is
          subject to United States federal income tax regardless of the source of
          its
          income, (iv) a trust if a court within the United States is able to
          exercise primary supervision over the administration of such trust and
          one or
          more United States Persons have the authority to control all substantial
          decisions of the trust, or (v) a foreign person who would be subject to
          United States income taxation on a net basis on income derived from the
          Residual
          Certificates (a “U.S.
          Person”).

         

        4. The
          Transferee is a not a “Disqualified Organization” (as defined below), and the
          Transferee is not acquiring a Residual Certificate for the account of,
          or as
          agent or nominee of, or with a view to the transfer of direct or indirect
          record
          or beneficial ownership to, a Disqualified Organization. For the purposes
          hereof, a Disqualified Organization is any of the following: (i) the United
          States, any state or political subdivision thereof, any foreign government,
          any
          international organization, or any agency or instrumentality of any of
          the
          foregoing; (ii) any organization (other than a farmer’s cooperative as
          defined in Section 521 of the Code) that is exempt from federal income
          taxation (including taxation under the unrelated business taxable income
          provisions of the Code); (iii) any rural telephone or electrical service
          cooperative described in § 1381(a)(2)(C) of the Code; or (iv) any
          other entity treated as a “disqualified organization” within the meaning of
          Section 860E(e)(5) of the Code. In addition, a corporation will not be
          treated as an instrumentality of the United States or of any state or political
          subdivision thereof if all of its activities are subject to tax and, with
          the
          exception of the Federal Home Loan Mortgage Corporation, a majority of
          its board
          of directors is not selected by such governmental unit.

         


        
          
            
            

          

          
            Exhibit-G-2-1

            
              

            

          

          
            
            

          

        


        5. The
          Transferee agrees to consent to any amendment of the Trust Agreement that
          shall
          be deemed necessary by the Depositor (upon the advice of counsel to the
          Depositor) to constitute a reasonable arrangement to ensure that no interest
          in
          a Residual Certificate will be owned directly or indirectly by a Disqualified
          Organization.

         

        6. The
          Transferee acknowledges that Section 860E(e) of the Code would impose a
          substantial tax on the transferor or, in certain circumstances, on an agent
          for
          the Transferee, with respect to any transfer of any interest in any Residual
          Certificate to a Disqualified Organization.

         

        Capitalized
          terms used and not otherwise defined herein shall have the meanings assigned
          to
          them in the Master Servicing and Trust Agreement, dated as of February
          1, 2007,
among
          GS
          Mortgage Securities Corp., as Depositor, U.S. Bank National Association,
          as
          Trustee, Wells Fargo Bank, N.A., as Master Servicer and Securities
          Administrator, and Deutsche Bank National Trust Company, as Custodian,
          and the
          Standard Terms to Master Servicing and Trust Agreement (February 2007 Edition)
          incorporated by reference thereto.

         

        IN
          WITNESS WHEREOF, the Transferee has caused this instrument to be duly executed
          on its behalf, by its duly authorized officer this ____ day of ______,
          20__.

         

                            

        [Name
          of
          Transferee]

        


        By:      

        


        Its:      

        


        


        Personally
          appeared before me ___________________________, known or proved to me to
          be the
          same person who executed the foregoing instrument and to be a
          ______________________ of the Transferee, and acknowledged to me that he
          or she
          executed the same as his or her free act and deed and as the free act and
          deed
          of the Transferee.

         

        Subscribed
          and sworn before me this ______ day of __________, 20__.


         

         

                            

        Notary
          Public

        


        


        My
          commission expires the _____ day of ________________, 20__.

         


        
          
            
            

          

          
            Exhibit-G-2-2

            
              

            

          

          
            
            

          

        


        


        Exhibit H

        


        FORM
          OF CERTIFICATION TO BE PROVIDED TO THE DEPOSITOR BY THE 

        SECURITIES
          ADMINISTRATOR

        


        GS
          Mortgage Securities Corp.

        85
          Broad
          Street

        New
          York,
          New York 10004

        

          
            	
                    Re:

                  	
                    GS
                      Mortgage Securities Corp., Depositor

                  
	 	
                    GSR
                      Mortgage Loan Trust 2007-1F (the “Trust”)

                  
	 	 


          

        

        Reference
          is made to the Master Servicing and Trust Agreement, dated as of February
          1,
          2007 (the “Trust
          Agreement”),
          by
          and among U.S. Bank National Association, as Trustee (the “Trustee”),
          Wells
          Fargo Bank, N.A., as Master Servicer (the “Master
          Servicer”)
          and as
          Securities Administrator (the “Securities
          Administrator”),
          Deutsche Bank National Trust Company, as Custodian, and GS Mortgage Securities
          Corp., as Depositor (the “Depositor”)
          and the
          Standard Terms to Master Servicing and Trust Agreement (February 2007 Edition)
          incorporated by reference thereto.
          The
          Securities Administrator hereby certifies to the Depositor, and its officers,
          directors and affiliates, and with the knowledge and intent that they will
          rely
          upon this certification, that:

         

        
          	 	
                  (i)

                	
                  The
                    Securities Administrator has reviewed the annual report on Form
                    10-K for
                    the fiscal year [ ], and all reports on Form 8-K containing distribution
                    reports filed in respect of periods included in the year covered
                    by that
                    annual report, relating to the above-referenced
                    trust;

                


        

         

        
          	 	
                  (ii)

                	
                  Subject
                    to paragraph (iv), the distribution information in the distribution
                    reports contained in all Monthly Form 8-K’s included in the year covered
                    by the annual report on Form 10-K for the calendar year [___],
                    taken as a
                    whole, does not contain any untrue statement of a material fact
                    or omit to
                    state a material fact required by the Trust Agreement to be included
                    therein and necessary to make the statements made, in light of
                    the
                    circumstances under which such statements were made, not misleading
                    as of
                    the last day of the period covered by that annual
                    report;

                


        

         

        
          	 	
                  (iii)

                	
                  The
                    distribution information required to be provided by the Securities
                    Administrator under the Trust Agreement is included in these
                    reports.

                


        

         

        
          	 	
                  (iv)

                	
                  In
                    compiling the distribution information and making the foregoing
                    certifications, the Securities Administrator has relied upon
                    information
                    furnished to it by the Master Servicer under the Trust Agreement.
                    The
                    Securities Administrator shall have no responsibility or liability
                    for any
                    inaccuracy in such reports resulting from information so provided
                    by the
                    Master Servicer.

                


        

         

        (signature
          page follows)

         


        
          
            
            

          

          
            Exhibit-H-1

            
              

            

          

          
            
            

          

        


         

        Date:

        Wells
          Fargo Bank, N.A.,

        as
          Securities Administrator


        


        By: ____________________________

        Name: ____________________________

        Title: ____________________________

        



        
          
            
            

          

          
            Exhibit-H-2

            
              

            

          

          
            
            

          

        


        


        Exhibit I

        


        FORM
          OF CERTIFICATION TO BE PROVIDED TO THE DEPOSITOR BY THE MASTER
          SERVICER

        


        


        GS
          Mortgage Securities Corp.

        85
          Broad
          Street

        New
          York,
          New York 10004

        

          
            	
                    Re:

                  	
                    GS
                      Mortgage Securities Corp., Depositor

                  
	 	
                    GSR
                      Mortgage Loan Trust 2007-1F (the “Trust”)

                  


          

        

         

        Reference
          is made to the Master Servicing and Trust Agreement, dated as of February
          1,
          2007 (the “Trust
          Agreement”),
          by
          and among U.S. Bank National Association, as Trustee (the “Trustee”),
          Wells
          Fargo Bank, N.A., as Master Servicer (the “Master
          Servicer”)
          and as
          Securities Administrator (the “Securities
          Administrator”),
          Deutsche Bank National Trust Company, as Custodian, and GS Mortgage Securities
          Corp., as Depositor (the “Depositor”)
          and the
          Standard Terms to Master Servicing and Trust Agreement (February 2007 Edition)
          incorporated by reference thereto.
          The
          Master Servicer hereby certifies to the Depositor, the Securities Administrator
          and the Trustee, and their respective officers, directors and affiliates,
          and
          with the knowledge and intent that they will rely upon this certification,
          that:

         

        
          	 	
                  (i)

                	
                  Based
                    on our knowledge, the information prepared by the Master Servicer
                    and
                    relating to the mortgage loans master serviced by the Master
                    Servicer and
                    provided by the Master Servicer to the Securities Administrator
                    and the
                    Trustee and in its reports to the Securities Administrator and
                    the Trustee
                    is accurate and complete in all material respects as of the last
                    day of
                    the period covered by such report;

                


        

         

        
          	 	
                  (ii)

                	
                  Based
                    on our knowledge, the servicing information required to be provided
                    to the
                    Securities Administrator and the Trustee by the Master Servicer
                    pursuant
                    to the Trust Agreement has been provided to the Securities Administrator
                    and the Trustee;

                


        

         

        
          	 	
                  (iii)

                	
                  Based
                    upon the review required under the Trust Agreement, and except
                    as
                    disclosed in its reports, the Master Servicer as of the last
                    day of the
                    period covered by such reports has fulfilled its obligations
                    under the
                    Trust Agreement; and

                


        

         

        
          	 	
                  (iv)

                	
                  In
                    compiling the distribution information and making the foregoing
                    certifications, the Master Servicer has relied upon information
                    furnished
                    to it by the servicers under the respective servicing agreements.
                    The
                    Master Servicer shall have no responsibility or liability for
                    any
                    inaccuracy in such reports resulting from information so provided
                    by such
                    servicers.

                


        

         


        
          
            
            

          

          
            Exhibit-I-1

            
              

            

          

          
            
            

          

        

         

        Date:

        Wells
          Fargo Bank, N.A.,

        as
          Master
          Servicer


        


        By: ____________________________

        Name: ____________________________

        Title: ____________________________

        



        
          
            
            

          

          
            Exhibit-I-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          J

         

        FORM
          OF
          CERTIFICATION REGARDING SERVICING CRITERIA TO BE 

        ADDRESSED
          IN REPORT ON ASSESSMENT OF COMPLIANCE BY WELLS FARGO

        


        
          	 	 	 
	
                  Servicing
                    Criteria

                	 	
                  Applicable

                  Servicing

                  Criteria
                    for Wells Fargo

                
	
                  Reference

                	 	
                  Criteria

                	 	 
	 	 	
                  General
                    Servicing Considerations

                	 	 
	 	 	 	 	 
	
                  1122(d)(1)(i)

                	 	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	 	
                  X

                
	
                  1122(d)(1)(ii)

                	 	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

                	 	
                  X

                
	
                  1122(d)(1)(iii)

                	 	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the mortgage loans are maintained.

                	 	 


        


        
          
            
            

          

          
            Exhibit-J-1

            
              

            

          

          
            
            

          

        


        


        
          	 	 	 
	
                  Servicing
                    Criteria

                	 	
                  Applicable

                  Servicing

                  Criteria
                    for Wells Fargo

                
	
                  Reference

                	 	
                  Criteria

                	 	 
	
                  1122(d)(1)(iv)

                	 	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements.

                	 	
                  X

                
	 	 	
                  Cash
                    Collection and Administration

                	 	 
	
                  1122(d)(2)(i)

                	 	
                  Payments
                    on mortgage loans are deposited into the appropriate custodial
                    bank
                    accounts and related bank clearing accounts no more than two
                    business days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	 	
                  X

                
	
                  1122(d)(2)(ii)

                	 	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	 	
                  X

                
	
                  1122(d)(2)(iii)

                	 	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction
                    agreements.

                	 	
                  X

                
	
                  1122(d)(2)(iv)

                	 	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of overcollateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements.

                	 	
                  X

                
	
                  1122(d)(2)(v)

                	 	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange
                    Act.

                	 	
                  X

                
	
                  1122(d)(2)(vi)

                	 	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	 	
                  X

                
	
                  1122(d)(2)(vii)

                	 	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements.

                	 	
                  X

                
	 	 	
                  Investor
                    Remittances and Reporting

                	 	 
	
                  1122(d)(3)(i)

                	 	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of mortgage loans serviced by the
                    Servicer.

                	 	
                  X

                


        


        
          
            
            

          

          
            Exhibit-J-2

            
              

            

          

          
            
            

          

        


        


        
          	 	 	 
	
                  Servicing
                    Criteria

                	 	
                  Applicable

                  Servicing

                  Criteria
                    for Wells Fargo

                
	
                  Reference

                	 	
                  Criteria

                	 	 
	
                  1122(d)(3)(ii)

                	 	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                	 	
                  X

                
	
                  1122(d)(3)(iii)

                	 	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                	 	
                  X

                
	
                  1122(d)(3)(iv)

                	 	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	 	
                  X

                
	 	 	
                  Pool
                    Asset Administration

                	 	 
	
                  1122(d)(4)(i)

                	 	
                  Collateral
                    or security on mortgage loans is maintained as required by the
                    transaction
                    agreements or related mortgage loan documents.

                	 	 
	
                  1122(d)(4)(ii)

                	 	
                  Mortgage
                    loan and related documents are safeguarded as required by the
                    transaction
                    agreements.

                	 	 
	
                  1122(d)(4)(iii)

                	 	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	 	 
	
                  1122(d)(4)(iv)

                	 	
                  Payments
                    on mortgage loans, including any payoffs, made in accordance
                    with the
                    related mortgage loan documents are posted to the Servicer’s obligor
                    records maintained no more than two business days after receipt,
                    or such
                    other number of days specified in the transaction agreements,
                    and
                    allocated to principal, interest or other items (e.g., escrow)
                    in
                    accordance with the related mortgage loan documents.

                	 	 
	
                  1122(d)(4)(v)

                	 	
                  The
                    Servicer’s records regarding the mortgage loans agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	 	 
	
                  1122(d)(4)(vi)

                	 	
                  Changes
                    with respect to the terms or status of an obligor’s mortgage loans (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents.

                	 	 
	
                  1122(d)(4)(vii)

                	 	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements.

                	 	 
	
                  1122(d)(4)(viii)

                	 	
                  Records
                    documenting collection efforts are maintained during the period
                    a mortgage
                    loan is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent mortgage loans including,
                    for example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	 	 
	
                  1122(d)(4)(ix)

                	 	
                  Adjustments
                    to interest rates or rates of return for mortgage loans with
                    variable
                    rates are computed based on the related mortgage loan
                    documents.

                	 	 


        


        
          
            
            

          

          
            Exhibit-J-3

            
              

            

          

          
            
            

          

        


        


        
          	 	 	 
	
                  Servicing
                    Criteria

                	 	
                  Applicable

                  Servicing

                  Criteria
                    for Wells Fargo

                
	
                  Reference

                	 	
                  Criteria

                	 	 
	
                  1122(d)(4)(x)

                	 	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s mortgage loan
                    documents, on at least an annual basis, or such other period
                    specified in
                    the transaction agreements; (B) interest on such funds is paid,
                    or
                    credited, to obligors in accordance with applicable mortgage
                    loan
                    documents and state laws; and (C) such funds are returned to
                    the obligor
                    within 30 calendar days of full repayment of the related mortgage
                    loans,
                    or such other number of days specified in the transaction
                    agreements.

                	 	 
	
                  1122(d)(4)(xi)

                	 	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	 	 
	
                  1122(d)(4)(xii)

                	 	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	 	 
	
                  1122(d)(4)(xiii)

                	 	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	 	 
	
                  1122(d)(4)(xiv)

                	 	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	 	
                  X

                
	 	 	 	 	 


        

        


        



        
          
            
            

          

          
            Exhibit-J-4

            
              

            

          

          
            
            

          

        


        EXHIBIT
          K

         

        Form
          8-K
          Disclosure Information

        


        
          	 
	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

                
	
                  Item
                    1.01- Entry into a Material Definitive Agreement

                   

                  Disclosure
                    is required regarding entry into or amendment of any definitive
                    agreement
                    that is material to the securitization, even if depositor is
                    not a party.
                    

                   

                  Examples:
                    servicing agreement, custodial agreement.

                   

                  Note:
                    disclosure not required as to definitive agreements that are
                    fully
                    disclosed in the prospectus

                	
                  All
                    parties (other than the Custodians)

                
	
                  Item
                    1.02- Termination of a Material Definitive Agreement

                   

                  Disclosure
                    is required regarding termination of any definitive agreement
                    that is
                    material to the securitization (other than expiration in accordance
                    with
                    its terms), even if depositor is not a party. 

                   

                  Examples:
                    servicing agreement, custodial agreement.

                	
                  All
                    parties (other than the Custodians)

                
	
                  Item
                    1.03- Bankruptcy or Receivership

                   

                  Disclosure
                    is required regarding the bankruptcy or receivership, with respect
                    to any
                    of the following: 

                	
                  Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	
                  Depositor/Sponsor
                    (Seller)

                
	
                  ▪
                    Depositor

                	
                  Depositor

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer

                
	
                  ▪
                    Affiliated Servicer

                	
                  Servicer

                
	
                  ▪
                    Other Servicer servicing 20% or more of the pool assets at the
                    time of the
                    report

                	
                  Servicer

                
	
                  ▪
                    Other material servicers

                	
                  Servicer

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Significant Obligor

                	
                  Depositor

                
	
                  ▪
                    Credit Enhancer (10% or more)

                	
                  Depositor

                


        


        
          
            
            

          

          
            Exhibit-K-1

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

                
	
                  ▪
                    Derivative Counterparty

                	
                  Depositor

                
	
                  ▪
                    Custodian

                	
                  Custodian

                
	
                  Item
                    2.04- Triggering Events that Accelerate or Increase a Direct
                    Financial
                    Obligation or an Obligation under an Off-Balance Sheet
                    Arrangement

                   

                  Includes
                    an early amortization, performance trigger or other event, including
                    event
                    of default, that would materially alter the payment priority/distribution
                    of cash flows/amortization schedule.

                   

                  Disclosure
                    will be made of events other than waterfall triggers which are
                    disclosed
                    in the monthly statements to the certificateholders.

                	
                  Depositor

                  Master
                    Servicer

                  Securities
                    Administrator

                
	
                  Item
                    3.03- Material Modification to Rights of Security
                    Holders

                   

                  Disclosure
                    is required of any material modification to documents defining
                    the rights
                    of Certificateholders, including the Pooling and Servicing
                    Agreement.

                	
                  Securities
                    Administrator

                  Trustee

                  Depositor

                
	
                  Item
                    5.03- Amendments of Articles of Incorporation or Bylaws; Change
                    of Fiscal
                    Year

                  Disclosure
                    is required of any amendment “to the governing documents of the issuing
                    entity”.

                	
                  Depositor

                
	
                  Item
                    6.01- ABS Informational and Computational
                    Material

                	
                  Depositor

                
	
                  Item
                    6.02- Change of Servicer or Securities Administrator

                   

                  Requires
                    disclosure of any removal, replacement, substitution or addition
                    of any
                    master servicer, affiliated servicer, other servicer servicing
                    10% or more
                    of pool assets at time of report, other material servicers or
                    trustee.

                	
                  Master
                    Servicer/Securities Administrator/Depositor/

                  Servicer/Trustee

                
	
                  Reg
                    AB disclosure about any new servicer or master servicer is also
                    required.

                	
                  Servicer/Master
                    Servicer/Depositor

                
	
                  Reg
                    AB disclosure about any new Trustee is also required.

                	
                  Trustee

                


        


        
          
            
            

          

          
            Exhibit-K-2

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible 

                
	
                  Item
                    6.03- Change in Credit Enhancement or External
                    Support

                  Covers
                    termination of any enhancement in manner other than by its terms,
                    the
                    addition of an enhancement, or a material change in the enhancement
                    provided. Applies to external credit enhancements as well as
                    derivatives.
                    

                	
                  Depositor/Securities
                    Administrator/Trustee

                
	
                  Reg
                    AB disclosure about any new enhancement provider is also
                    required.

                	
                  Depositor

                
	
                  Item
                    6.04- Failure to Make a Required Distribution

                	
                  Securities
                    Administrator

                  Trustee

                
	
                  Item
                    6.05- Securities Act Updating Disclosure

                   

                  If
                    any material pool characteristic differs by 5% or more at the
                    time of
                    issuance of the securities from the description in the final
                    prospectus,
                    provide updated Reg AB disclosure about the actual asset
                    pool.

                	
                  Depositor

                
	
                  If
                    there are any new servicers or originators required to be disclosed
                    under
                    Regulation AB as a result of the foregoing, provide the information
                    called
                    for in Items 1108 and 1110 respectively.

                	
                  Depositor

                
	
                  Item
                    7.01- Reg FD Disclosure

                	
                  All
                    parties (other than the Custodians)

                
	
                  Item
                    8.01- Other Events

                   

                  Any
                    event, with respect to which information is not otherwise called
                    for in
                    Form 8-K, that the registrant deems of importance to
                    certificateholders.

                	
                  Depositor

                
	
                  Item
                    9.01- Financial Statements and Exhibits

                	
                  Responsible
                    party for reporting/disclosing the financial statement or
                    exhibit

                


        

        


         


        
          
            
            

          

          
            Exhibit-K-3

            
              

            

          

          
            
            

          

        


        


        EXHIBIT
          L

         

        Additional
          Form 10-D Disclosure

        


        
          	 
	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible 

                
	
                  Item
                    1: Distribution and Pool Performance Information

                   

                	 
	
                  Information
                    included in the [Monthly Statement]

                	
                  Servicer

                  Master
                    Servicer

                  Securities
                    Administrator

                
	
                  Any
                    information required by 1121 which is NOT included on the [Monthly
                    Statement]

                	
                  Depositor

                
	
                  Item
                    2: Legal Proceedings

                   

                  Any
                    legal proceeding pending against the following entities or their
                    respective property, that is material to Certificateholders,
                    including any
                    proceedings known to be contemplated by governmental
                    authorities:

                	 
	
                  ▪
                    Issuing Entity (Trust Fund)

                	
                  Trustee,
                    Master Servicer, Securities Administrator and Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	
                  Seller
                    (if a party to the Pooling and Servicing Agreement) or
                    Depositor

                
	
                  ▪
                    Depositor

                	
                  Depositor

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer

                
	
                  ▪
                    Custodian

                	
                  Custodian

                
	
                  ▪
                    1110(b) Originator

                	
                  Depositor

                
	
                  ▪
                    Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                    Administrator)

                	
                  Servicer

                
	
                  ▪
                    Any other party contemplated by 1100(d)(1)

                	
                  Depositor

                


        


        
          
            
            

          

          
            Exhibit-L-1

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible 

                
	
                  Item
                    3: Sale of Securities and Use of Proceeds

                  Information
                    from Item 2(a) of Part II of Form 10-Q:

                   

                  With
                    respect to any sale of securities by the sponsor, depositor or
                    issuing
                    entity, that are backed by the same asset pool or are otherwise
                    issued by
                    the issuing entity, whether or not registered, provide the sales
                    and use
                    of proceeds information in Item 701 of Regulation S-K. Pricing
                    information
                    can be omitted if securities were not registered.

                	
                  Depositor

                
	
                  Item
                    4: Defaults Upon Senior Securities

                   

                  Information
                    from Item 3 of Part II of Form 10-Q:

                   

                  Report
                    the occurrence of any Event of Default (after expiration of any
                    grace
                    period and provision of any required notice)

                	
                  Securities
                    Administrator

                  Trustee

                
	
                  Item
                    5: Submission of Matters to a Vote of Security
                    Holders

                   

                  Information
                    from Item 4 of Part II of Form 10-Q

                	
                  Securities
                    Administrator

                  Trustee

                
	
                  Item
                    6: Significant Obligors of Pool Assets

                   

                  Item
                    1112(b) - Significant
                    Obligor Financial Information*

                	
                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Item.

                	 
	
                  Item
                    7: Significant Enhancement Provider Information

                   

                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information*

                	 
	
                  ▪
                    Determining applicable disclosure threshold

                	
                  Depositor

                
	
                  ▪
                    Requesting required financial information (including any required
                    accountants’ consent to the use thereof) or effecting incorporation by
                    reference

                	
                  Depositor

                
	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information*

                	 
	
                  ▪
                    Determining current maximum probable exposure

                	
                  Depositor

                
	
                  ▪
                    Determining current significance percentage

                	
                  Depositor

                
	
                  ▪
                    Requesting required financial information (including any required
                    accountants’ consent to the use thereof) or effecting incorporation by
                    reference

                	
                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Items.

                	 


        


        
          
            
            

          

          
            Exhibit-L-2

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible 

                
	
                  Item
                    8: Other Information

                   

                  Disclose
                    any information required to be reported on Form 8-K during the
                    period
                    covered by the Form 10-D but not reported

                	
                  Any
                    party responsible for the applicable Form 8-K Disclosure
                    item

                
	
                  Item
                    9: Exhibits

                	 
	
                  Monthly
                    Statement to Certificateholders

                	
                  Securities
                    Administrator

                
	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	
                  Depositor

                


        

        


        


         


        
          
            
            

          

          
            Exhibit-L-3

            
              

            

          

          
            
            

          

        


        EXHIBIT
          M

         

        Additional
          Form 10-K Disclosure

        


        
          	 
	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible 

                
	
                  Item
                    1B: Unresolved Staff Comments

                   

                	
                  Depositor

                
	
                  Item
                    9B: Other Information

                  Disclose
                    any information required to be reported on Form 8-K during the
                    fourth
                    quarter covered by the Form 10-K but not reported

                	
                  Any
                    party responsible for disclosure items on Form 8-K

                
	
                  Item
                    15: Exhibits, Financial Statement Schedules

                	
                  Securities
                    Administrator

                  Depositor

                
	
                  Reg
                    AB Item 1112(b): Significant Obligors of Pool
                    Assets

                	 
	
                  Significant
                    Obligor Financial Information*

                	
                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Item.

                	 
	
                  Reg
                    AB Item 1114(b)(2): Credit Enhancement Provider Financial
                    Information

                	 
	
                  ▪
                    Determining applicable disclosure threshold

                	
                  Depositor

                
	
                  ▪
                    Requesting required financial information (including any required
                    accountants’ consent to the use thereof) or effecting incorporation by
                    reference

                	
                  Depositor

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Items.

                	 
	
                  Reg
                    AB Item 1115(b): Derivative Counterparty Financial
                    Information

                	 
	
                  ▪
                    Determining current maximum probable exposure

                	
                  Depositor

                
	
                  ▪
                    Determining current significance percentage

                	
                  Depositor

                
	
                  ▪
                    Requesting required financial information (including any required
                    accountants’ consent to the use thereof) or effecting incorporation by
                    reference

                	
                  Depositor

                


        


        
          
            
            

          

          
            Exhibit-M-1

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible 

                
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Items.

                	 
	
                  Reg
                    AB Item 1117: Legal Proceedings

                   

                  Any
                    legal proceeding pending against the following entities or their
                    respective property, that is material to Certificateholders,
                    including any
                    proceedings known to be contemplated by governmental
                    authorities:

                	 
	
                  ▪
                    Issuing Entity (Trust Fund)

                	
                  Trustee,
                    Master Servicer, Securities Administrator and Depositor

                
	
                  ▪
                    Sponsor (Seller)

                	
                  Seller
                    (if a party to the Pooling and Servicing Agreement) or
                    Depositor

                
	
                  ▪
                    Depositor

                	
                  Depositor

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer

                
	
                  ▪
                    Custodian

                	
                  Custodian

                
	
                  ▪
                    1110(b) Originator

                	
                  Depositor

                
	
                  ▪
                    Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                    Administrator)

                	
                  Servicer

                
	
                  ▪
                    Any other party contemplated by 1100(d)(1)

                	
                  Depositor

                
	
                  Reg
                    AB Item 1119: Affiliations and Relationships

                	 
	
                  Whether
                    (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                    of
                    the following parties, and (b) to the extent known and material,
                    any of
                    the following parties are affiliated with one another:

                	
                  Depositor
                    as to (a) 

                  Sponsor/Seller
                    as to (a)

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer 

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	
                  Servicer

                
	
                  ▪
                    Any 1110 Originator

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1115 Derivate Counterparty Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1101(d)(1) material party

                	
                  Depositor/Sponsor

                


        


        
          
            
            

          

          
            Exhibit-M-2

            
              

            

          

          
            
            

          

        


        


        
          	 
	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible 

                
	
                  Whether
                    there are any “outside the ordinary course business arrangements” other
                    than would be obtained in an arm’s length transaction between (a) the
                    Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                    and (b) any
                    of the following parties (or their affiliates) on the other hand,
                    that
                    exist currently or within the past two years and that are material
                    to a
                    Certificateholder’s understanding of the Certificates:

                	
                  Depositor
                    as to (a) 

                  Sponsor/Seller
                    as to (a)

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer 

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	
                  Servicer

                
	
                  ▪
                    Any 1110 Originator

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1115 Derivate Counterparty Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1101(d)(1) material party

                	
                  Depositor/Sponsor

                
	
                  Whether
                    there are any specific relationships involving the transaction
                    or the pool
                    assets between (a) the Sponsor (Seller), Depositor or Issuing
                    Entity on
                    the one hand, and (b) any of the following parties (or their
                    affiliates)
                    on the other hand, that exist currently or within the past two
                    years and
                    that are material:

                	
                  Depositor
                    as to (a) 

                  Sponsor/Seller
                    as to (a)

                
	
                  ▪
                    Master Servicer

                	
                  Master
                    Servicer 

                
	
                  ▪
                    Securities Administrator

                	
                  Securities
                    Administrator

                
	
                  ▪
                    Trustee

                	
                  Trustee

                
	
                  ▪
                    Any other 1108(a)(3) servicer

                	
                  Servicer

                
	
                  ▪
                    Any 1110 Originator

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1112(b) Significant Obligor

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1114 Credit Enhancement Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any 1115 Derivate Counterparty Provider

                	
                  Depositor/Sponsor

                
	
                  ▪
                    Any other 1101(d)(1) material party

                	
                  Depositor/Sponsor

                


        

        


        



        
          
            
            

          

          
            Exhibit-M-3

            
              

            

          

          
            
            

          

        


        


        SCHEDULE
          I

        


        BOND
          LEVEL REPORT


        



        
          
            
            

          

          
            I-1

            
              

            

          

          
            
            

          

        


        SCHEDULE
          II

        


        LOAN
          LEVEL REPORT

        



        
          
            
            

          

          
            II-1

            
              

            

          

          
            
            

          

        


        SCHEDULE
          III

        


        REMITTANCE
          REPORT


        
          


          
            	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Data
                      Field

                  	
                    Investor_ID

                  	
                    Category_ID

                  	
                    Servicer
                      loan number

                  	
                    Investor
                      Loan #

                  	
                    PIF
                      Principal Amount

                  	
                    PIF
                      Net Interest Paid

                  	
                    PIF
                      date

                  	
                    Beginning
                      scheduled note rate

                  	
                    Ending
                      note rate

                  	
                    Beginning
                      schedule service fee

                  	
                    Ending
                      service fee

                  
	
                    Format

                  	
                    Number
                      (no decimals)

                  	
                    Number
                      (no decimals)

                  	
                    Number
                      (no decimals)

                  	
                    Number
                      (no decimals)

                  	
                    Number
                      (two decimals)

                  	
                    Number
                      (two decimals)

                  	
                    Date
                      (mm/dd/yy) format

                  	
                    Number
                      (seven Decimals)

                  	
                    Number
                      (seven decimals)

                  	
                    Number
                      (seven decimals)

                  	
                    Number
                      (seven decimals)

                  
	
                    Description

                  	
                    ID
                      number used by your company for the investor

                  	
                    ID
                      number used by your company for the specific deal.

                  	
                    Servicer
                      Loan Number - loan number used at your company.

                  	
                    Loan
                      number used by Investor

                  	
                    Paid-in-full
                      principal balance amount

                  	
                    Net
                      interest paid the loan was paid-in-full

                  	
                    Enter
                      the date the loan was paid-in-full. Leave blank if no PIF
                      transaction.

                  	
                    Beginning
                      scheduled note rate before the servicer's monthly activity.
                      Can be blank
                      for act/act pools.

                  	
                    Ending
                      scheduled loan note rate after servicer's monthly activity
                      (sch/sch) or
                      the ending actual loan note rate after servicer's activity
                      (act/act).

                  	
                    Beginning
                      scheduled servicer service fee rate before the servicer's monthly
                      activity. Can be blank for act/act pools.

                  	
                    Ending
                      scheduled servicer service fee rate after the servicer's monthly
                      activity.

                  
	
                    Example:

                  	
                    1000

                  	
                    2

                  	
                    1234

                  	
                    56789

                  	
                    0.00

                  	
                    0.00

                  	
                     

                  	
                    0.0887500

                  	
                    0.0887500

                  	
                    0.0025000

                  	
                    0.0025000

                  


          

           

          


          
            	 	 	 	 	 	 	 	 	 	 	 
	
                    Ending
                      due date

                  	
                    Beginning
                      schedule 100% P&I

                  	
                    Ending
                      100% P&I

                  	
                    Beginning
                      security balance

                  	
                    Ending
                      security balance

                  	
                    Ending
                      part UPB

                  	
                    Ending
                      100% UPB

                  	
                    Principal

                    remitted

                  	
                    Interest
                      remitted

                  	
                    Principal

                  	
                    Curtailment

                  
	
                    Date
                      (mm/dd/yy) format

                  	
                    Number
                      (two decimals)

                  	
                    Number
                      (two decimals)

                  	
                    Number
                      (two decimals)

                  	
                    Number
                      (two decimals)

                  	
                    Number
                      (two decimals)

                  	
                    Number
                      (two decimals)

                  	
                    Number
                      (two decimals)

                  	
                    Number
                      (two decimals)

                  	
                    Number
                      (two decimals)

                  	
                    Number
                      (two decimals)

                  
	
                    Ending
                      actual loan due date

                  	
                    Beginning
                      scheduled 100% monthly payment amount before the servicer's
                      monthly
                      activity. Can be blank for act/act pools.

                  	
                    Ending
                      100% scheduled monthly loan payment amount after servicer's
                      monthly
                      activity (sch/sch) or the ending 100% actual monthly loan payment
                      amount
                      after servicer's activity (act/act).

                  	
                    (Sch/Sch)
                      beginning scheduled balance.

                    (Act/Act)
                      beginning 100% Actual balance or the beginning participation
                      Actual
                      balance for participation loans.

                  	
                    (Sch/Sch)
                      Ending scheduled balance.

                    (Act/Act)
                      Ending 100% Actual balance or the ending participation Actual
                      balance for
                      participation loans.

                  	
                    Ending
                      actual participation loan principal balance after servicer's
                      monthly
                      activity.

                  	
                    Ending
                      100% actual principal balance after servicer's monthly
                      activity.

                  	
                    (Sch/Sch)
                      --- Add scheduled principal + Curtailments + payoff/liquidation
                      amount
                      (Act/Act) --- Add actual principal + curtailments + payoff/liquidation
                      amounts.

                  	
                    For
                      Sch/Sch loans, enter the scheduled net
                      interest
                      amount remitted. For Act/Act loans, enter the net interest
                      amount
                      remitted. Net Interest should equal the Gross Interest Amount
                      minus
                      Service Fee Amount.

                  	
                    (Sch/Sch)
                      --- scheduled principal (Act/Act) --- actual principal
                      paid

                  	
                    Curtailment
                      amount

                  
	
                    07/01/02

                  	
                    4475.51

                  	
                    4475.51

                  	
                    557866.38

                  	
                    557516.76

                  	
                    557866.38

                  	
                    557866.38

                  	
                    349.62

                  	
                    4009.67

                  	
                    349.62

                  	
                    0.00

                  


          

           

        

        

          
            
              
              

            

            
              III-1