EXECUTION

     

    

      
        
          

        



      


      


      STANDARD
        TERMS

      


      


      


      TO

      


      


      MASTER
        SERVICING

      


      


      


      AND

      


      


      TRUST
        AGREEMENT

      


      


      


      


      __________________________________

      


      


      GS
        Mortgage Securities Corp.

      Depositor

      


      GSR
        Mortgage Loan Trust 2007-5F

      Mortgage
        Pass-Through Certificates, Series 2007-5F

      


      December
        2007 Edition

      


      


      


      


      
        
          

        




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

       

        
          

        

      

      


      Page

      


      
        	
                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.

              	
                26

              
	
                Section
                  2.04

              	
                Representations
                  and Warranties of the Depositor.

              	
                30

              
	 	 	 
	
                ARTICLE
                  III ADMINISTRATION OF THE TRUST

              	
                32

              
	
                Section
                  3.01

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

              	
                32

              
	
                Section
                  3.02

              	
                Filings
                  with the Commission.

              	
                34

              
	
                Section
                  3.03

              	
                Securities
                  Administrator to Cooperate; Release of Mortgage Files.

              	
                40

              
	
                Section
                  3.04

              	
                Amendments
                  to Servicing Agreement.

              	
                41

              
	
                Section
                  3.05

              	
                Monthly
                  Advances by Master Servicer or Trustee.

              	
                42

              
	
                Section
                  3.06

              	
                Enforcement
                  of Servicing Agreement.

              	
                43

              
	 	 	 
	
                ARTICLE
                  IV REPORTING/REMITTING TO CERTIFICATEHOLDERS

              	
                43

              
	
                Section
                  4.01

              	
                Statements
                  to Certificateholders.

              	
                43

              
	
                Section
                  4.02

              	
                Remittance
                  Reports and other Reports from the Servicers.

              	
                46

              
	
                Section
                  4.03

              	
                Compliance
                  with Withholding Requirements.

              	
                47

              
	
                Section
                  4.04

              	
                Reports
                  of Certificate Balances to The Depository Trust Company.

              	
                47

              
	
                Section
                  4.05

              	
                Preparation
                  of Regulatory Reports.

              	
                48

              
	
                Section
                  4.06

              	
                Management
                  and Disposition of REO Property.

              	
                48

              
	 	 	 
	
                ARTICLE
                  V THE INTERESTS AND THE SECURITIES

              	
                48

              
	
                Section
                  5.01

              	
                REMIC
                  Interests.

              	
                48

              
	
                Section
                  5.02

              	
                The
                  Certificates.

              	
                49

              
	
                Section
                  5.03

              	
                Book-Entry
                  Certificates.

              	
                49

              
	
                Section
                  5.04

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	
                51

              
	
                Section
                  5.05

              	
                Restrictions
                  on Transfer.

              	
                51

              
	
                Section
                  5.06

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                56

              
	
                Section
                  5.07

              	
                Persons
                  Deemed Owners.

              	
                57

              
	
                Section
                  5.08

              	
                Appointment
                  of Paying Agent.

              	
                57

              
	 	 	 
	
                ARTICLE
                  VI THE DEPOSITOR

              	
                57

              
	
                Section
                  6.01

              	
                Liability
                  of the Depositor.

              	
                57

              
	
                Section
                  6.02

              	
                Merger
                  or Consolidation of the Depositor.

              	
                58

              
	 	 	 
	
                ARTICLE
                  VII TERMINATION OF SERVICING ARRANGEMENTS

              	
                58

              
	
                Section
                  7.01

              	
                Termination
                  and Substitution of Servicer.

              	
                58

              
	
                Section
                  7.02

              	
                Notification
                  to Certificateholders.

              	
                60

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


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

              	
                60

              
	
                Section
                  8.01 

              	Duties of
                the Master
                Servicer; Enforcement of Servicer’s and Master Servicer’s
                Obligations.	
                60

              
	
                Section
                  8.02

              	
                Maintenance
                  of Fidelity Bond and Errors and Omissions Insurance.

              	
                63

              
	
                Section
                  8.03

              	
                Representations
                  and Warranties of the Master Servicer.

              	
                64

              
	
                Section
                  8.04

              	
                Master
                  Servicer Events of Default.

              	
                66

              
	
                Section
                  8.05

              	
                Waiver
                  of Default.

              	
                68

              
	
                Section
                  8.06

              	
                Successor
                  to the Master Servicer.

              	
                68

              
	
                Section
                  8.07

              	
                Fees
                  and Other Amounts Payable to the Master Servicer.

              	
                69

              
	
                Section
                  8.08

              	
                Merger
                  or Consolidation.

              	
                69

              
	
                Section
                  8.09

              	
                Resignation
                  and Removal of Master Servicer.

              	
                70

              
	
                Section
                  8.10

              	
                Assignment
                  or Delegation of Duties by the Master Servicer.

              	
                70

              
	
                Section
                  8.11

              	
                Limitation
                  on Liability of the Master Servicer and Others.

              	
                71

              
	
                Section
                  8.12

              	
                Indemnification;
                  Third-Party Claims.

              	
                71

              
	 	 	 
	
                ARTICLE
                  IX CONCERNING THE TRUSTEE

              	
                72

              
	
                Section
                  9.01

              	
                Duties
                  of Trustee.

              	
                72

              
	
                Section
                  9.02

              	
                Certain
                  Matters Affecting the Trustee.

              	
                73

              
	
                Section
                  9.03

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                76

              
	
                Section
                  9.04

              	
                Trustee
                  May Own Certificates.

              	
                76

              
	
                Section
                  9.05

              	
                Trustee’s
                  Fees and Expenses and Indemnification.

              	
                76

              
	
                Section
                  9.06

              	
                Eligibility
                  Requirements for Trustee.

              	
                77

              
	
                Section
                  9.07

              	
                Resignation
                  and Removal of the Trustee.

              	
                77

              
	
                Section
                  9.08

              	
                Successor
                  Trustee.

              	
                78

              
	
                Section
                  9.09

              	
                Merger
                  or Consolidation of Trustee.

              	
                78

              
	
                Section
                  9.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                79

              
	
                Section
                  9.11

              	
                Appointment
                  of Custodian.

              	
                79

              
	
                Section
                  9.12

              	
                Appointment
                  of Office or Agent.

              	
                80

              
	
                Section
                  9.13

              	
                Representation
                  and Warranties of the Trustee.

              	
                80

              
	 	 	 
	
                ARTICLE
                  X TERMINATION OF TRUST

              	
                81

              
	
                Section
                  10.01

              	
                Qualified
                  Liquidation.

              	
                81

              
	
                Section
                  10.02

              	
                Termination.

              	
                81

              
	
                Section
                  10.03

              	
                Procedure
                  for Termination.

              	
                82

              
	
                Section
                  10.04

              	
                Additional
                  Termination Requirements.

              	
                83

              
	 	 	 
	
                ARTICLE
                  XI CONCERNING THE SECURITIES ADMINISTRATOR

              	
                84

              
	
                Section
                  11.01

              	
                Certain
                  Matters Affecting the Securities Administrator.

              	
                84

              
	
                Section
                  11.02

              	
                Securities
                  Administrator Not Liable for Certificates or Mortgage
                  Loans.

              	
                88

              
	
                Section
                  11.03

              	
                Securities
                  Administrator May Own Certificates.

              	
                88

              
	
                Section
                  11.04

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

              	
                88

              
	
                Section
                  11.05

              	
                Resignation
                  and Removal of the Securities Administrator.

              	
                89

              
	
                Section
                  11.06

              	
                Successor
                  Securities Administrator.

              	
                90

              
	
                Section
                  11.07

              	
                Representations
                  and Warranties of the Securities Administrator.

              	
                91

              
	
                Section
                  11.08

              	
                Eligibility
                  Requirements for the Securities Administrator.

              	
                91

              
	 	 	 
	
                ARTICLE
                  XII REMIC TAX PROVISIONS

              	
                92

              
	
                Section
                  12.01

              	
                REMIC
                  Administration.

              	
                92

              
	
                Section
                  12.02

              	
                Prohibited
                  Activities.

              	
                94

              


      


      
        
          
          

        

        
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                ARTICLE
                  XIII MISCELLANEOUS PROVISIONS

              	
                95

              
	
                Section
                  13.01

              	
                Amendment
                  of Trust Agreement.

              	
                95

              
	
                Section
                  13.02

              	
                Recordation
                  of Agreement; Counterparts.

              	
                97

              
	
                Section
                  13.03

              	
                Limitation
                  on Rights of Certificateholders.

              	
                97

              
	
                Section
                  13.04

              	
                [Reserved].

              	
                98

              
	
                Section
                  13.05

              	
                Notices.

              	
                98

              
	
                Section
                  13.06

              	
                Severability
                  of Provision.

              	
                98

              
	
                Section
                  13.07

              	
                Sale
                  of Mortgage Loans.

              	
                98

              
	
                Section
                  13.08

              	
                Notice
                  to Rating Agencies

              	
                99

              
	
                Section
                  13.09

              	
                Custodian’s
                  Limitation of Liability.

              	
                100

              


      

      


      
        	
                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

              	
                Wells
                  Fargo Servicing Criteria 

              
	
                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.

       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      “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.

       

      “Curtailment”:
        Any
        prepayment or other recovery of principal on a Mortgage Loan less than the
        Unpaid Principal Balance of such Mortgage Loan that is recognized as having
        been
        received or recovered in advance of the scheduled Due Date and applied to
        reduce
        the principal balance of such Mortgage Loan in accordance with the terms
        of the
        Note or the related Sale and Servicing Agreement.

       

      “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.

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      “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.

       

      “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 short-term debt
        obligations, or other short-term deposits of which are rated at least “A-2” by
        Standard & Poor’s if the amounts on deposit are to be held in the account
        for no more than 30 days), “P 1” by Moody’s and “F1+” by Fitch (or a comparable
        rating if another Rating Agency is specified by the Depositor by written
        notice
        to each of the Servicer and the Securities Administrator) or long-term unsecured
        debt obligations are rated at least “AA-” by Standard & Poor’s if the
        amounts on deposit are to be held in the account for more than 365 days,
        (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 Agencies. 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. In the event the
        depository institution is no longer acceptable to the Rating Agencies, the
        Funds
        on deposit therewith in connection with this transaction shall be transferred
        to
        an Eligible Account within 30 days.

       

      “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.

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      “Final
        Certification”:
        A
        certification as to the completeness of each Trustee Mortgage Loan File
        substantially in the form of Exhibit B hereto provided by a 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.

       

      “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.

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      “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.

       

      “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
        Reuters Screen LIBOR01, as reported by Bloomberg Financial Markets Commodities
        News (or such other page as may replace Reuters Screen LIBOR01 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 Reuters Screen LIBOR01 (or such other page as may replace Reuters
        Screen LIBOR01 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.

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      “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.

       

      “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 applicable
        Custodian, 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.

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      “Master
        Servicer Float Period”:
        With
        respect to any Distribution Date and each Mortgage Loan, the period commencing
        four Business Days prior to such Distribution Date and ending on such
        Distribution Date.

       

      “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.

       

      “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.

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      “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.

       

      “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”:
        As
        defined in the Trust Agreement.

       

      “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 that is recognized as having been
        received or recovered in advance of the scheduled Due Date and applied to
        reduce
        the principal balance of such Mortgage Loan in accordance with the terms
        of the
        Note or the Sale and Servicing Agreement, including any prepayment penalty
        or
        premium thereon, which is accompanied by an amount of interest representing
        scheduled interest from the date interest was last paid by the Mortgagor
        to the
        date of such prepayment.

       


      
        
          
          

        

        
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      “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;

       

      (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);

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      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.

       

      “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”:
        As
        defined in the Trust Agreement.

       

      “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.

       


      
        
          
          

        

        
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      “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.

       

      “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.

       


      
        
          
          

        

        
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      “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) that represents a Regular
        Interest in a REMIC or a combination of Regular Interests in a
        REMIC.

       

      “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 and on any similar exhibit set forth in each Servicing Agreement and
        each
        Custody Agreement. 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.

       


      
        
          
          

        

        
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      “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.

       

      “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.

       


      
        
          
          

        

        
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      “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).

       

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

       


      
        
          
          

        

        
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      “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”:
        Any
        shortfall in amounts paid by any Mortgagors on the related Mortgage Loan
        that
        occurs pursuant to the Servicemembers Civil Relief Act, as amended, or
        comparable state or local laws affording relief to members of the armed
        forces.

       

      “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.

       


      
        
          
          

        

        
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      “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.

       

      “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.

       


      
        
          
          

        

        
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      “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.

       

      “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 December 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 each Custodian pursuant to Section 2.02 hereof.

       


      
        
          
          

        

        
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      “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.

       

      “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 December 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 December 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;

       


      
        
          
          

        

        
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      (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;

       

      (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.

       


      
        
          
          

        

        
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      “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 related 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 applicable 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
        applicable 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 the
        applicable Custodian’s possession, provided
        that,

       

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

       

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

       

      (ii)
        all
        documents have been examined by such 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 such Custodian shall have no obligation to confirm that the assignments
        are
        in recordable form.

       

      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.

       


      
        
          
          

        

        
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      (c) It
        is
        understood that before delivering the Trust Receipt, the applicable 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 November 30, 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 shall be attached to such Custodian’s Final Certification to
        be delivered under this Section 2.02.

       

      (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 January 2008, 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
        attached to each Trust Receipt shall not be included unless specifically
        requested in advance by such Servicer, the Depositor or the Trustee. No
        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.

       


      
        
          
          

        

        
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      (f) In
        lieu
        of the Trustee’s taking possession of the Trustee Mortgage Loan Files and
        reviewing such files itself, the Trustee shall, in accordance with Section
        9.11
        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 such 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 such 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
        applicable Custodian of any notices delivered to the Trustee with respect
        to
        those Trustee Mortgage Loan Files.

       

      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.

       


      
        
          
          

        

        
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      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.

       

      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 Trustee 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.

       


      
        
          
          

        

        
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      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.

       

      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.

       

      (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.

       


      
        
          
          

        

        
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      (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) an 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.

       

      (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.

       

       


      
        
          
          

        

        
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      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;

       

      (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;

       


      
        
          
          

        

        
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      (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).

       

      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 applicable 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.

       


      
        
          
          

        

        
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      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.

       

      (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 in its own name in trust for the
        benefit of the Certificateholders (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
        such 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:

       


      
        
          
          

        

        
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      (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, such party 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.

       

      (f) Investments
        by the Master Servicer or the Securities Administrator.
        Other
        than during the Master Servicer Float Period, the Depositor shall direct
        the
        investment of funds received by 2 p.m. eastern standard time on the Servicer
        Remittance Date in one or more Permitted Investments. Absent such direction,
        the
        Securities Administrator shall invest such funds during such period in the
        Goldman Sachs Financial Square Prime Obligation Fund 426 or any successor
        fund
        so long as such fund is a Permitted Investment. The Securities Administrator
        may
        (but shall not be obligated to) invest funds in the Master Servicer Account
        during the Master Servicer Float Period (for purposes of this Section 3.01(f),
        such Account is referred to as an “Investment Account”), in one or more
        Permitted Investments bearing interest or sold at a discount, and maturing,
        unless payable on demand, or maturing on such Distribution Date, in the case
        of
        an investment that is an obligation of Wells Fargo, no later than the Business
        Day immediately preceding the date on which such funds are required to be
        withdrawn from such account pursuant to this Agreement. All such Permitted
        Investments shall be held to maturity, unless payable on demand. Any investment
        of funds in an Investment Account shall be made in the name of the Securities
        Administrator. The Securities Administrator shall be entitled to sole possession
        over each such investment, and any certificate or other instrument evidencing
        any such investment shall be delivered directly to the Securities Administrator
        or its agent, together with any document of transfer necessary to transfer
        title
        to such investment to the Securities Administrator. All income and gain realized
        from any such investment of amounts in the Investment 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.

       


      
        
          
          

        

        
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      (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 substantially in the
        form of Exhibit H and Exhibit I hereto, respectively, 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.

       


      
        
          
          

        

        
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      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 2007-5F Mortgage Pass-Through Certificates, Series
        2007-5F 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.


       

      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: Client Manager, GSR 2007-5F.
        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.

       


      
        
          
          

        

        
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      (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 2007-5F
        Mortgage Pass-Through Certificates, Series 2007-5F 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).

       

      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: Client Manager, GSR 2007-5F.
        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.

       


      
        
          
          

        

        
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      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.

       

      (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). 

       


      
        
          
          

        

        
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      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 2007-5F Mortgage Pass-Through
        Certificates, Series 2007-5F 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.

       


      
        
          
          

        

        
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      (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.

       


      
        
          
          

        

        
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      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.

       

      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.

       


      
        
          
          

        

        
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      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.

       

      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.

       


      
        
          
          

        

        
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      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.

       


      
        
          
          

        

        
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      (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).

       

      (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;

       


      
        
          
          

        

        
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      (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, if any,
        have
        taken place since the preceding Distribution Date, and, if applicable, the
        names, certificate balances, including notional balances, pass-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;

       

      (v)
        the
        amount of distributions to the Holders of Certificates of each 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 (xi) 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;

       


      
        
          
          

        

        
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      (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;

       

      (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 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.

       


      
        
          
          

        

        
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      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, the 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.

       

       


      
        
          
          

        

        
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      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.

       

      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.

       

      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 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 or proposed transferee 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.

              


      

       


      
        
          
          

        

        
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                (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”)
        or
        Residual 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.

       

      (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 Affidavit 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 Bank), 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.

       

       


      
        
          
          

        

        
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      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.

       

      The
        Depositor may be merged or consolidated with or into any Person, or transfer
        all
        or substantially all of its 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, 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. 

       


      
        
          
          

        

        
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      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
        terminated Servicer, (b) obligated to make Advances if it is prohibited from
        doing so under applicable law, (c) responsible for expenses of the terminated
        Servicer pursuant to the terms of the Servicing Agreement or (d) obligated
        to
        deposit losses on any Permitted Investments directed by the terminated
        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 and if the Servicer
        is to
        be terminated under this Section 7.01, 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 therefor,
        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.

       


      
        
          
          

        

        
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      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.

       

      If
        Wells
        Fargo is the defaulting Servicer, then the Master Servicer shall appoint a
        successor servicer pursuant to this Section and shall not assume the duties
        of
        the terminated Servicer. 

       

      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.


       


      
        
          
          

        

        
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      (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. 

       

      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.

       


      
        
          
          

        

        
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      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 and each Custody
        Agreement in respect of the applicable Servicer or Custodian 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. 

       

      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.

       


      
        
          
          

        

        
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      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.

       

      (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, and identified as such to
        the
        Master Servicer.

       

      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;

       

      (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;

       


      
        
          
          

        

        
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      (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).

       

      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.

       


      
        
          
          

        

        
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      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 therefor,
        the
        Trust shall reimburse the Trustee (or successor master servicer therefor)
        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, and shall, at the direction of the
        Certificateholders holding 51% of the Voting Rights, 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 an instrument
        accepting such appointment hereunder, wherein the successor shall make the
        representations and warranties set forth in Section 8.03(a) hereof, 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.

       

      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.

       

       


      
        
          
          

        

        
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      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.

       

      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.

       

       


      
        
          
          

        

        
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      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.

       

      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.

       


      
        
          
          

        

        
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      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 hereunder. During a Master Servicer Event of Default
        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 its exercise thereof as a prudent
        Person would exercise or use under the circumstances in the conduct of such
        Person’s own affairs. 

       

      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 parties hereto
        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:

       


      
        
          
          

        

        
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      (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;

       

      (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;

       


      
        
          
          

        

        
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      (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;

       

      (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;

       


      
        
          
          

        

        
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      (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;

       

      (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.

       


      
        
          
          

        

        
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      (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.

       

      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 Master Servicer, the
        Securities Administrator, 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 Master Servicer, the Securities Administrator, 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, the Master Servicer, the Securities Administrator and
        each
        Servicer and Seller by the Depositor.

       


      
        
          
          

        

        
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      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.

       

      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.

       

       


      
        
          
          

        

        
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      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.

       

      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 Custodian.

       

      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 and the other parties
        hereto, 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;

       


      
        
          
          

        

        
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      (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;

       

      (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
        hereof.

       

      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 receive a smaller amount in final
        distributions if the termination were not a “qualified liquidation” and such
        REMIC owed taxes as a result thereof. 

       

      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.

       


      
        
          
          

        

        
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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

       

      (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.

       


      
        
          
          

        

        
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      (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;

       

      (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;

       


      
        
          
          

        

        
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      (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;

       

      (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;

       


      
        
          
          

        

        
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      (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.

       

      (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. 

       


      
        
          
          

        

        
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      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 and each Custody
        Agreement in respect of the applicable Servicer or Custodian 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. 

       

      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.

       


      
        
          
          

        

        
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      (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.

       

      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 such
        notice
        of resignation, the Trustee shall promptly appoint a successor securities
        administrator (which may be the Trustee) 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.

       


      
        
          
          

        

        
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      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.

       

      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.

       

       


      
        
          
          

        

        
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      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;

       

      (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.

       

      (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.

       


      
        
          
          

        

        
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      (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 shall engage in, nor shall the Master Servicer
        permit (to the extent within its control), 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):

       

      (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;

       


      
        
          
          

        

        
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      (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)(i),
        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

       

      (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) as a REMIC under the Code
        at
        all times that any Certificates are outstanding, (d) to conform the terms
        of
        this Agreement to the terms described in the Prospectus dated February 13,
        2007,
        together with the Prospectus Supplement thereto dated December 27, 2007,
        or (e)
        to add any other provisions with respect to matters or questions arising
        hereunder or (f) to modify, alter, amend, add to or rescind any of the terms
        or
        provisions contained in this Agreement; provided,
        that
        any action pursuant to clause (e) or (f) above 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 the Person requesting such amendment delivers 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 result in the downgrade or withdrawal of the then current rating assigned
        to
        such Certificates, as well as an Opinion of Counsel (delivered at the expense
        of
        the Person requesting such amendment) 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.

       


      
        
          
          

        

        
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      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.

       

      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.

       

       


      
        
          
          

        

        
          96

          
            

          

        

        
          
          

        

      


      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.

       

      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.

       


      
        
          
          

        

        
          97

          
            

          

        

        
          
          

        

      


      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.

       

      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.

       

       


      
        
          
          

        

        
          98

          
            

          

        

        
          
          

        

      


      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:

       

      (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

       


      
        
          
          

        

        
          99

          
            

          

        

        
          
          

        

      


      (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
        December 1, 2007. 

       


      
        
          
          

        

        
          100

          
            

          

        

        
          
          

        

      



      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-[ ]F

       

      
        	
                RE:

              	
                The
                  Master Servicing and Trust Agreement dated [ ] 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 [ ], as Custodian(s), and the Standard
                  Terms
                  to Master Servicing and Trust Agreement ([ ] 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.

       


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      [
        ], as
        Custodian

      By:
        _________________________________

      Name:

      Title:

       


      
        
          
          

        

        
          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-[ ]F

       

      
        	
                RE:

              	
                The
                  Master Servicing and Trust Agreement dated [ ] 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 [ ], as Custodian(s), and the Standard
                  Terms
                  to Master Servicing and Trust Agreement ([ ] 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.

       

      [
        ], as
        Custodian

       

      By:
        _____________________________

      Name:

      Title:



      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      


      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-[ ]F

       

      Wells
        Fargo Bank, N.A. 

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust Services: GSR 2007-[ ]F

       

      GS
        Mortgage Securities Corp.

      85
        Broad
        Street

      New
        York,
        New York 10004

       

      
        	
                Re:

              	
                GS
                  Mortgage Securities Corp., Depositor

              
	 	
                GSR
                  Mortgage Loan Trust 2007-[ ]F,

              
	 	
                Pass-Through
                  Certificates Series 2007-[ ]F

              
	 	
                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.

       


      
        
          
          

        

        
          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 [ ] 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 [ ], as Custodian(s), and the Standard Terms
        to
        Master Servicing and Trust Agreement ([ ] 2007 Edition) incorporated by
        reference thereto.

       

      Sincerely,

       

      [Name
        of
        Transferee]

       

      By:______________________

      Name:            

      Title:             

      



      
        
          
          

        

        
          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-[ ]F

       

      Wells
        Fargo Bank, N.A. 

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust Services: GSR 2007-[ ]F

       

      GS
        Mortgage Securities Corp.

      85
        Broad
        Street

      New
        York,
        New York 10004

       

      
        	
                Re:

              	
                GS
                  Mortgage Securities Corp., Depositor

                GSR
                  Mortgage Loan Trust 2007-[ ]F,

                Pass-Through
                  Certificates Series 2007-[ ]F

              


      

       

      Reference
        is hereby made to the Master Servicing and Trust Agreement, dated as of [
        ] 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 [ ], as a Custodian(s), and the Standard Terms
        to
        Master Servicing and Trust Agreement ([ ] 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;

       


      
        
          
          

        

        
          C-2-1

          
            

          

        

        
          
          

        

      


      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;

       

      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).

       

      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:             
          ,
        ____________

       


      
        
          
          

        

        
          C-2-2

          
            

          

        

        
          
          

        

      


      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-[ ]F

       

      Wells
        Fargo Bank, N.A. 

      Sixth
        Street and Marquette Avenue

      Minneapolis,
        Minnesota 55479

      Attention:
        Corporate Trust Services: GSR 2007-[ ]F

       

      GS
        Mortgage Securities Corp.

      85
        Broad
        Street

      New
        York,
        New York 10004

       

      
        	
                Re:

              	
                GS
                  Mortgage Securities Corp., Depositor

                GSR
                  Mortgage Loan Trust 2007-[ ]F,

                Pass-Through
                  Certificates Series 2007-[ ]F

              


      

       

      Reference
        is hereby made to the Master Servicing and Trust Agreement, dated as of [
        ] 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 [ ], as Custodian(s), and the Standard Terms
        to
        Master Servicing and Trust Agreement ([ ] 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.

       


      
        
          
          

        

        
          C-3-1

          
            

          

        

        
          
          

        

      


      


                  

      [Name
        of
        Transferor]

       

      By:

      Name:

      Title:

       

      Date:             
                    
,
        ___________

       


      
        
          
          

        

        
          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-[ ]F

       

      GS
        Mortgage Securities Corp.

      85
        Broad
        Street

      New
        York,
        New York 10004

       

      
        	
                Re:

              	
                GS
                  Mortgage Securities Corp., Depositor

              
	 	
                GSR
                  Mortgage Loan Trust 2007-[ ]F,

              
	 	
                Pass-Through
                  Certificates Series 2007-[ ]F

              
	 	
                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 [ ] 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 [ ], as Custodian(s),
        and
        the Standard Terms to Master Servicing and Trust Agreement ([ ] 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.

       


      
        
          
          

        

        
          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.

       

      (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.

       


      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      


      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:
            

       


      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      


      Exhibit E

       

      FORM
        OF BENEFIT PLAN AFFIDAVIT

       

      
        	
                Re:

              	
                GS
                  Mortgage Securities Corp.,

              
	 	
                as
                  Depositor

              
	 	
                GSR
                  Mortgage Loan Trust

              
	 	
                2007-[
                  ]F (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) 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.

       


      
        
          
          

        

        
          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) 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.

       


      
        
          
          

        

        
          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: ______________________

       


      
        
          
          

        

        
          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-[ ]F

       

      
        	
                Re:

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

              


      

       

      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
        [ ] 1,
        2007, among GS Mortgage Securities Corp., as Depositor, U.S. Bank National
        Association, as Trustee (the “Trustee”),
        Wells
        Fargo Bank, N.A., as Master Servicer and Securities Administrator, and [
        ], as
        Custodian(s), and the Standard Terms to Master Servicing and Trust Agreement
        ([
        ] 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.

       


      
        
          
          

        

        
          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.

       


      
        
          
          

        

        
          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)

       


      
        
          
          

        

        
          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:     

       


      
        
          
          

        

        
          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-[
                  ]F (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 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.

       


      
        
          
          

        

        
          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.

       

      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.

       


      
        
          
          

        

        
          G-1-2

          
            

          

        

        
          
          

        

      


      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 [ ] 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 [ ], as Custodian(s), and the Standard Terms to Master
        Servicing and Trust Agreement ([ ] 2007 Edition) incorporated by reference
        thereto.

       


      
        
          
          

        

        
          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:     

         

      


      
        
          
          

        

        
          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-[
                  ]F (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 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.

       


      
        
          
          

        

        
          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 [ ] 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 [ ], as Custodian(s), and the Standard Terms to Master
        Servicing and Trust Agreement ([ ] 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:     

           

        

      


      
        
          
          

        

        
          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-[ ]F (the “Trust”)

              


      

       

      Reference
        is made to the Master Servicing and Trust Agreement, dated as of [ ] 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”),
        and [
        ], as Custodian(s), and GS Mortgage Securities Corp., as Depositor (the
“Depositor”)
        and
        the Standard Terms to Master Servicing and Trust Agreement ([ ] 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 10D 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 10-D’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)

       

      


       


      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      


      Date:

      Wells
        Fargo Bank, N.A.,

      as
        Securities Administrator

       

      By: ____________________________

      Name: ____________________________

      Title: ____________________________

       


      
        
          
          

        

        
          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-[ ]F (the “Trust”)

              


      

       

      Reference
        is made to the Master Servicing and Trust Agreement, dated as of [ ] 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”),
        and [
        ], as Custodian(s), and GS Mortgage Securities Corp., as Depositor (the
“Depositor”)
        and
        the Standard Terms to Master Servicing and Trust Agreement ([ ] 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.

              


      

       

      


       


      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      


      Date:

      Wells
        Fargo Bank, N.A.,

       

      as
        Master
        Servicer

       

      By: ____________________________

      Name: ____________________________

      Title: ____________________________

       


      
        
          
          

        

        
          I-2

          
            

          

        

        
          
          

        

      


      Exhibit J

       

      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.

              	 
	
                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

              


      

       

      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  Servicing
                    Criteria

                	
                  Applicable

                  Servicing

                  Criteria
                    for Wells Fargo

                
	
                  Reference

                	
                  Criteria

                	 


        

      

      
        	 	
                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

              
	
                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.

              	 


      

       

      
        
          
          

        

        
          J-2

          
            

          

        

        
          
          

        

      

       

      
         

        
          	
                  Servicing
                    Criteria

                	
                  Applicable

                  Servicing

                  Criteria
                    for Wells Fargo

                
	
                  Reference

                	
                  Criteria

                	 


        

      

      
        	
                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.

              	 
	
                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

              
	 	 	 


      


      
        
          
          

        

        
          J-3

          
            

          

        

        
          
          

        

      


      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

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              


      

       

      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible

                


        

      

      
        	
                ▪
                  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

              
	
                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

              


      

       

      
        
          
          

        

        
          K-2

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	
                  Party
                    Responsible

                


        

      

      
        	
                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

              


      


      
        
          
          

        

        
          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

              
	
                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

              


      

       

      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	
                  Party
                    Responsible

                


        

      

      
        	
                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.

              	 


      

       

      
        
          
          

        

        
          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

              


      



      
        
          
          

        

        
          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.

              	 


      

       

      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible

                


        

      

      
        	
                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

              
	
                *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

              
	
                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)

              


      

       

      
        
          
          

        

        
          M-2

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  ADDITIONAL
                    FORM 10-K DISCLOSURE

                
	
                  Item
                    on Form 10-K

                	
                  Party
                    Responsible

                


        

      

      
        	
                ▪
                  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

              


      


      
        
          
          

        

        
          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