EXECUTION

     

    
      
        

      



    


     

    GSR
      MORTGAGE LOAN TRUST 2007-OA2

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-OA2

     

    


     

    MASTER
      SERVICING

     

    and

     

    TRUST
      AGREEMENT

     

     

    among

     

     

    GS
      MORTGAGE SECURITIES CORP.,

    as
      Depositor,

     

    WELLS
      FARGO BANK, N.A.,

    as
      Securities Administrator and Master Servicer

     

    and

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    as
      Trustee and Custodian

     

     

    Dated
      as of October 1, 2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF CONTENTS

     

    Page

     

    
      	
              ARTICLE
                I

               

              DEFINITIONS

            
	 	 
	
              Section
                1.01  Definitions

            	
              6

            
	 
	
              ARTICLE
                II

               

              CONVEYANCE
                OF DEPOSITOR’S INTEREST IN TRUST 

              FUND;
                REPRESENTATIONS AND WARRANTIES

            
	 	 
	
              Section
                2.01  Conveyance of Mortgage Loans

            	
              39

            
	
              Section
                2.02  Acceptance by the Custodian of the Mortgage Loans;
                Assignments to the Trustee

            	
              41

            
	
              Section
                2.03  Execution and Delivery of Certificates

            	
              43

            
	
              Section
                2.04  REMIC Matters

            	
              43

            
	
              Section
                2.05  Representations and Warranties of the
                Depositor

            	
              43

            
	
              Section
                2.06  Representations and Warranties of Deutsche
                Bank

            	
              44

            
	 
	
              ARTICLE
                III

               

              TRUST
                ACCOUNTS

            
	 	 
	
              Section
                3.01  Certificate Account

            	
              45

            
	
              Section
                3.02  Investment of Funds in the Certificate
                Account

            	
              46

            
	 
	
              ARTICLE
                IV

               

              DISTRIBUTIONS

            
	 	 
	
              Section
                4.01  Priorities of Distribution

            	
              47

            
	
              Section
                4.02  Monthly Statements to Certificateholders

            	
              52

            
	
              Section
                4.03  Allocation of Realized Losses and
                Shortfalls

            	
              54

            
	
              Section
                4.04  [Reserved]

            	
              55

            
	
              Section
                4.05  [Reserved]

            	
              55

            
	
              Section
                4.06  [Reserved]

            	
              55

            
	
              Section
                4.07  [Reserved]

            	
              55

            
	
              Section
                4.08  Crossover Amounts

            	
              55

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                V

               

              THE
                CERTIFICATES

            
	 	 
	
              Section
                5.01  The Certificates

            	
              56

            
	
              Section
                5.02  Certificate Register; Registration of Transfer and
                Exchange of Certificates

            	
              57

            
	
              Section
                5.03  Mutilated, Destroyed, Lost or Stolen
                Certificates

            	
              64

            
	
              Section
                5.04  Persons Deemed Owners

            	
              65

            
	
              Section
                5.05  Access to List of Certificateholders’ Names and
                Addresses

            	
              65

            
	
              Section
                5.06  Maintenance of Office or Agency

            	
              65

            
	 
	
              ARTICLE
                VI

               

              THE
                DEPOSITOR

            
	 	 
	
              Section
                6.01  Liabilities of the Depositor

            	
              65

            
	
              Section
                6.02  Merger or Consolidation of the Depositor

            	
              66

            
	
              Section
                6.03  Limitation on Liability of the Depositor and
                Others

            	
              66

            
	
              Section
                6.04  Servicing Compliance Review

            	
              66

            
	 
	
              ARTICLE
                VII

               

              SERVICER
                DEFAULT

            
	 	 
	
              Section
                7.01  Events of Default

            	
              67

            
	
              Section
                7.02  Master Servicer to Act; Appointment of
                Successor

            	
              67

            
	
              Section
                7.03  Master Servicer to Act as Servicer

            	
              68

            
	
              Section
                7.04  Notification to Certificateholders

            	
              69

            
	 
	
              ARTICLE
                VIII

               

              CONCERNING
                THE TRUSTEE AND THE CUSTODIAN

            
	 	 
	
              Section
                8.01  Duties of the Trustee and the Custodian

            	
              69

            
	
              Section
                8.02  [Reserved]

            	
              70

            
	
              Section
                8.03  Certain Matters Affecting the Trustee and the
                Custodian

            	
              70

            
	
              Section
                8.04  Trustee and Custodian Not Liable for Certificates or
                Mortgage Loans

            	
              71

            
	
              Section
                8.05  Trustee May Own Certificates

            	
              72

            
	
              Section
                8.06  Trustee’s Fees and Expenses

            	
              72

            
	
              Section
                8.07  Eligibility Requirements for the Trustee

            	
              73

            
	
              Section
                8.08  Resignation and Removal of the Trustee

            	
              73

            
	
              Section
                8.09  Successor Trustee

            	
              74

            
	
              Section
                8.10  Merger or Consolidation of the Trustee or
                Custodian

            	
              75

            
	
              Section
                8.11  Appointment of Co-Trustee or Separate
                Trustee

            	
              75

            
	
              Section
                8.12  Tax Matters

            	
              76

            
	
              Section
                8.13  [Reserved]

            	
              79

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                8.14  [Reserved]

            	
              79

            
	
              Section
                8.15  [Reserved]

            	
              79

            
	
              Section
                8.16  Custodial Responsibilities

            	
              79

            
	 
	
              ARTICLE
                IX

               

              ADMINISTRATION
                OF THE MORTGAGE LOANS BY THE MASTER SERVICER

            
	 	 
	
              Section
                9.01  Duties of the Master Servicer; Enforcement of Servicer’s
                Obligations

            	
              80

            
	
              Section
                9.02  Maintenance of Fidelity Bond and Errors and Omissions
                Insurance

            	
              82

            
	
              Section
                9.03  Representations and Warranties of the Master Servicer and
                Others

            	
              82

            
	
              Section
                9.04  Master Servicer Events of Default

            	
              84

            
	
              Section
                9.05  Waiver of Default

            	
              86

            
	
              Section
                9.06  Successor to the Master Servicer

            	
              86

            
	
              Section
                9.07  Compensation of the Master Servicer

            	
              87

            
	
              Section
                9.08  Merger or Consolidation

            	
              87

            
	
              Section
                9.09  Resignation of the Master Servicer

            	
              87

            
	
              Section
                9.10  Assignment or Delegation of Duties by the Master
                Servicer

            	
              88

            
	
              Section
                9.11  Limitation on Liability of the Master
                Servicer

            	
              88

            
	
              Section
                9.12  Indemnification; Third Party Claims

            	
              89

            
	 
	
              ARTICLE
                X

               

              CONCERNING
                THE SECURITIES ADMINISTRATOR

            
	 	 
	
              Section
                10.01  Duties of the Securities Administrator

            	
              90

            
	
              Section
                10.02  Certain Matters Affecting the Securities
                Administrator

            	
              91

            
	
              Section
                10.03  Securities Administrator Not Liable for Certificates or
                Mortgage Loans

            	
              92

            
	
              Section
                10.04  Securities Administrator May Own
                Certificates

            	
              93

            
	
              Section
                10.05  Securities Administrator’s Fees and
                Expenses

            	
              93

            
	
              Section
                10.06  Eligibility Requirements for the Securities
                Administrator

            	
              94

            
	
              Section
                10.07  Resignation and Removal of the Securities
                Administrator

            	
              94

            
	
              Section
                10.08  Successor Securities Administrator

            	
              95

            
	
              Section
                10.09  Merger or Consolidation of the Securities
                Administrator

            	
              96

            
	
              Section
                10.10  Assignment or Delegation of Duties by the Securities
                Administrator

            	
              96

            
	 
	
              ARTICLE
                XI

               

              TERMINATION

            
	 	 
	
              Section
                11.01  Termination upon Liquidation or Purchase of the Mortgage
                Loans

            	
              97

            
	
              Section
                11.02  Final Distribution on the Certificates

            	
              98

            
	
              Section
                11.03  Additional Termination Requirements

            	
              99

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                XII

               

              MISCELLANEOUS
                PROVISIONS

            
	 	 
	
              Section
                12.01  Amendment

            	
              99

            
	
              Section
                12.02  Recordation of Agreement; Counterparts

            	
              102

            
	
              Section
                12.03  Governing Law

            	
              102

            
	
              Section
                12.04  Intention of Parties

            	
              102

            
	
              Section
                12.05  Notices

            	
              102

            
	
              Section
                12.06  Severability of Provisions

            	
              104

            
	
              Section
                12.07  Limitation on Rights of
                Certificateholders

            	
              104

            
	
              Section
                12.08  Certificates Nonassessable and Fully Paid

            	
              105

            
	
              Section
                12.09  Waiver of Jury Trial

            	
              105

            
	
              Section
                12.10  Intended Third-Party Beneficiary

            	
              105

            
	
              Section
                12.11  Modifications of Mortgage Loans

            	
              105

            
	
              Section
                12.12  Optional Purchase of Delinquent Mortgage
                Loans

            	
              105

            
	 
	
              ARTICLE
                XIII

               

              EXCHANGE
                ACT REPORTING

            
	 	 
	
              Section
                13.01  Filing Obligations

            	
              106

            
	
              Section
                13.02  Form 8-K Filings

            	
              107

            
	
              Section
                13.03  Form 10-D Filings

            	
              108

            
	
              Section
                13.04  Form 10-K Filings

            	
              109

            
	
              Section
                13.05  Form 15 Filing

            	
              111

            
	
              Section
                13.06  Sarbanes-Oxley Certification

            	
              111

            
	
              Section
                13.07  Report on Assessment of Compliance and
                Attestation

            	
              112

            
	
              Section
                13.08  Use of Subservicers and Subcontractors

            	
              113

            


    

    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    SCHEDULES

     

    
      	
              Schedule
                I

            	
              Mortgage
                Loan Schedule

            


    

     

    
      	
              Schedule
                II

            	
              Schedule
                of First Payment Default Mortgage
                Loans

            


    

     

    EXHIBITS

     

    
      	
              Exhibit
                A

            	
              Forms
                of Senior Certificates (other than the Residual Certificates) and
                Subordinate Certificates

            


    

     

    
      	
              Exhibit
                B

            	
              Form
                of Class P Certificates

            


    

     

    
      	
              Exhibit
                C

            	
              Forms
                of Class R and Class RC
                Certificates

            


    

     

    
      	
              Exhibit
                D

            	
              [Reserved]

            


    

     

    
      	
              Exhibit
                E

            	
              Form
                of Initial Certification of
                Custodian

            


    

     

    
      	
              Exhibit
                F

            	
              Form
                of Document Certification and Exception Report of
                Custodian

            


    

     

    
      	
              Exhibit
                G

            	
              Form
                of Residual Transfer Affidavit

            


    

     

    
      	
              Exhibit
                H

            	
              Form
                of Transferor Certificate

            


    

     

    
      	
              Exhibit
                I-1

            	
              Form
                of Rule 144A Letter

            


    

     

    
      	
              Exhibit
                I-2

            	
              Form
                of ERISA Transfer Affidavit

            


    

     

    
      	
              Exhibit
                I-3 

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

            


    

     

    
      	
              Exhibit
                I-4

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

            


    

     

    
      	
              Exhibit
                J-1

            	
              Form
                of Back-up Certification (Master
                Servicer)

            


    

     

    
      	
              Exhibit
                J-2

            	
              Form
                of Back-up Certification (Securities
                Administrator)

            


    

     

    
      	
              Exhibit
                K

            	
              Form
                of Servicing Criteria to be Addressed in Assessment of Compliance
                Statement

            


    

     

    
      	
              Exhibit
                L

            	
              Form
                of Request for Release of Documents (Deutsche Bank National Trust
                Company)

            


    

     

    
      	
              Exhibit
                M

            	
              Form
                8-K Disclosure Information

            


    

     

    
      	
              Exhibit
                N

            	
              Additional
                Form 10-D Disclosure

            


    

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    
      	
              Exhibit
                O

            	
              Additional
                Form 10-K Disclosure

            


    

     

    
      	
              Exhibit
                P

            	
              Loan
                Level Data Report

            


    

     

    


     

    


     


    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    



    This
      MASTER SERVICING AND TRUST AGREEMENT dated as of October 1, 2007 (the
“Master
      Servicing and Trust Agreement,”
      “Trust
      Agreement”
or
      this
“Agreement”),
      is
      hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware
      corporation (the “Depositor”),
      DEUTSCHE BANK NATIONAL TRUST COMPANY (“Deutsche
      Bank”),
      as
      trustee (in such capacity, the “Trustee”)
      and as
      custodian (in such capacity, the “Custodian”)
      and
      WELLS FARGO BANK, N.A. (“Wells
      Fargo Bank”),
      as
      master servicer (in such capacity, the “Master
      Servicer”)
      and as
      securities administrator (in such capacity, the “Securities
      Administrator”).

     

    WITNESSETH:

     

    In
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    PRELIMINARY
      STATEMENT

     

    Elections
      shall be made by the Securities Administrator to treat the assets of the Trust
      Fund described
      in the definition of the term “REMIC I” and the assets of the Trust Fund
      described in the definition of the term “REMIC II” as two separate
      REMICs
      for
      federal income tax purposes. The REMIC
      I
      Regular Interests shall constitute the regular interests in REMIC I and the
      REMIC II Regular Interests shall constitute the regular interests in REMIC
      II.
       REMIC
      I
      shall issue the Class RC Certificates, which shall constitute the sole class
      of
      residual interests in REMIC I and REMIC II shall issue the Class R Certificates,
      which shall constitute the sole class of residual interests in REMIC
      II.

     

    (a) REMIC
      I Designation.
      

    The
      following table specifies the class designation, interest rate, principal amount
      and corresponding class of certificates, Component or Group for each interest
      in
      REMIC I:

    


    
      	
              Class

              Designation

            	 	
               

              Interest
                Rate

            	 	
              Initial
                

              Principal

              Amount

            	 	
              Corresponding
                Class of Certificates, Component or Group

            
	
              LTI-1-A1

            	 	
              (1)

            	 	
              (3)

            	 	
              1-A1

            
	
              LTI-1-A2

            	 	
              (1)

            	 	
              (4)

            	 	
              1-A2

            
	
              LTI-1X

            	 	
              (1)

            	 	
              (5)

            	 	
              1X

            
	
              LTI-2-A1

            	 	
              (2)

            	 	
              (6)

            	 	
              2-A1

            
	
              LTI-2-A2

            	 	
              (2)

            	 	
              (7)

            	 	
              2-A2

            
	
              LTI-2X

            	 	
              (2)

            	 	
              (8)

            	 	
              2X

            
	
              LTI-R

            	 	
              (1)

            	 	
              $100.00

            	 	
              R

            
	
              LTI-1-GSA

            	 	
              (1)

            	 	
              (9)

            	 	
              Loan
                Group 1

            
	
              LTI-1-Pool

            	 	
              (1)

            	 	
              (10)

            	 	
              Loan
                Group 1

            
	
              LTI-2-GSA

            	 	
              (2)

            	 	
              (9)

            	 	
              Loan
                Group 2

            
	
              LTI-2-Pool

            	 	
              (2)

            	 	
              (10)

            	 	
              Loan
                Group 2

            
	
              RC

            	 	
              (1)

            	 	
              $100.00

            	 	
              RC

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      
_________________________

    
      	 	
              (1)

            	
              The
                interest shall bear interest at a per annum rate equal to the Net
                WAC Rate
                for Loan Group 1.

            


    

     

    
      	 	
              (2)

            	
              The
                interest shall bear interest at a per annum rate equal to the Net
                WAC Rate
                for Loan Group 2.

            


    

     

    
      	 	
              (3)

            	
              This
                interest shall have an initial principal balance equal to one-half
                of the
                initial Class Principal Balance of the Class 1A-1
                Certificates.

            


    

     

    
      	 	
              (4)

            	
              This
                interest shall have an initial principal balance equal to one-half
                of the
                initial Class 1A-2 Component Principal
                Balance.

            


    

     

    
      	 	
              (5)

            	
              This
                interest shall have an initial principal balance equal to one-half
                of the
                sum of the initial Class Principal Balance of the Class 1A-1 Certificates
                and the initial Class 1A-2 Component Principal
                Balance.

            


    

     

    
      	 	
              (6)

            	
              This
                interest shall have an initial principal balance equal to one-half
                of the
                initial Class Principal Balance of the Class 2A-1
                Certificates.

            


    

     

    
      	 	
              (7)

            	
              This
                interest shall have an initial principal balance equal to one-half
                of the
                initial Class 2A-2 Component Principal
                Balance.

            


    

     

    
      	 	
              (8)

            	
              This
                interest shall have an initial principal balance equal to one-half
                of the
                sum of the initial Class Principal Balance of the Class 2A-1 Certificates
                and the initial Class 2A-2 Component Principal
                Balance.

            


    

     

    
      	 	
              (9)

            	
              Each
                of these interests shall have an initial principal amount equal to
                1% of
                the Group Subordinate Amount for the corresponding Loan Group as
                of the
                Cut-off Date.

            


    

     

    
      	 	
              (10)

            	
              Each
                of these interests shall have any initial principal amount equal
                to 99% of
                the Group Subordinate Amount for the corresponding Loan Group as
                of the
                Cut-off Date.

            


    

     

    On
      each
      Distribution Date, the portion of the Available Distribution Amount
      distributable as interest shall be distributed as interest with respect to
      the
      REMIC I Interests based on the interest rates described above, provided that
      interest shall not be paid currently on a REMIC I Regular Interest to the extent
      Net Deferred Interest is allocated to such REMIC I Regular Interest for such
      Distribution Date as provided below. 

     

    On
      each
      Distribution Date, the portion of the Available Distribution Amount
      distributable as principal shall be distributed as principal on REMIC I
      Interests and any Net Deferred Interest with respect to such Distribution Date
      shall be allocated as follows: 

     

    
      	 	
              (1)

            	
              First,
                to the Class LTI-R interest until the balance of such interest equals
                that
                of the Class R Certificates immediately after the Distribution
                Date;

            


    

     

    
      	 	
              (2)

            	
              Second,
                to the Class RC interest until the balance of such interest equals
                that of
                the Class RC Certificates immediately after the Distribution
                Date;

            


    

     

    
      	 	
              (3)

            	
              Third,
                from remaining amounts with respect to Loan Group 1, to
                the Class LTI-1-GSA interest until its principal balance equals one
                percent of the Group Subordinate Amount for Loan Group 1 after such
                Distribution Date;

            


    

     

    
      	 	
              (4)

            	
              Fourth,
                from remaining amounts with respect to Loan Group 2, to
                the Class LTI-2-GSA interest until its principal balance equals one
                percent of the Group Subordinate Amount for Loan Group 2 after such
                Distribution Date;

            


    

     

    
      	 	
              (5)

            	
              Fifth,
                from remaining amounts with respect to each of the Loan Groups, to
                the
                Class LTI-1-GSA and Class LTI-2-GSA interests, from the remaining
                Available Distribution Amount for Loan Group 1 and Loan Group 2,
                the
                minimum amount necessary to cause the ratio of the principal balance
                of
                each such REMIC I Regular Interest to the principal balance of the
                other
                REMIC I Regular Interest to equal the ratio of the Group Subordinate
                Amount related to such REMIC I Regular Interest to the Group Subordinate
                Amounts related to the other REMIC I Regular Interest immediately
                after
                such Distribution Date;

            


    

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	 	
              (6)

            	
              Sixth,
                from the remaining
                amounts with respect to
                each of the Loan Groups, concurrently, as follows -
                

            


    

     

    
      	 	
              (a)

            	
              To
                the Class LTI-1-Pool until the sum of (a) its principal balance and
                (b)
                the principal balance of the LTI-1-GSA, after taking into account
                distributions made pursuant to priorities (3) and (5) above, equals
                the
                Group Subordinate Amount for Loan Group 1 immediately after such
                Distribution Date;

            


    

     

    
      	 	
              (b)

            	
              To
                the Class LTI-2-Pool until the sum of (a) its principal balance and
                (b)
                the principal balance of the LTI-2-GSA, after taking into account
                distributions made pursuant to priorities (4) and (5) above, equals
                the
                Group Subordinate Amount for Loan Group 2 immediately after such
                Distribution Date;

            


    

     

    
      	 	
              (7)

            	
              Seventh,
                to the Class LTI-1X until its principal balance equals the sum of
                (i)
                one-half of the sum of the Class Principal Balances of the Class
                1A-1
                Certificates and the Class 1A-2 Component immediately after such
                Distribution Date and (ii) the Class Principal Balance of the Class
                1X-PO
                Component immediately after such Distribution
                Date.

            


    

     

    
      	 	
              (8)

            	
              Eighth,
                to the Class LTI-2X until its principal balance equals the sum of
                (i)
                one-half of the sum of the Class Principal Balances of the Class
                2A-1
                Certificates and the Class 2A-2 Component immediately after such
                Distribution Date and (ii) the Class Principal Balance of the Class
                2X-PO
                Component immediately after such Distribution
                Date.

            


    

     

    
      	 	
              (9)

            	
              Finally,
                from the remaining
                amounts with respect to
                each of the Loan Groups to each REMIC I Regular Interest for which
                there
                is a Corresponding Class of Certificates or Component (other than
                Class
                LTI-1X, Class LTI-2X and Class LTI-R) until the principal balance
                of such
                REMIC I Regular Interest equals one-half of the Class Principal Amount
                of
                the Corresponding Class of Certificates or Component immediately
                after
                such Distribution Date.

            


    

     

    For
      each
      Distribution Date, Realized Losses shall be allocated among the REMIC I Regular
      Interests in the same manner that principal is allocated among the REMIC I
      Regular Interests.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              REMIC
                II Designation.
                

            


    

     

    The
      Trust
      shall issue each of the following Classes of Certificates, each of which shall
      have the following Certificate Rates and initial Class Principal Balances and
      shall evidence ownership of a regular interest in REMIC II except to the extent
      provided below:

    


    
      	
              Class
                of 

              Certificates

            	 	
              Initial
                Class 

              Principal
                Balance 

              or
                Notional 

              Amount
                

            	 	
              Initial
                

              Certificate
                Rate

            
	
              Class
                1A-1

            	 	
              $186,326,000

            	 	
              (6)

            
	
              Class
                2A-1

            	 	
              $105,399,000

            	 	
              (7)

            
	
              Class
                A-2(1)

            	 	
              $  72,931,000

            	 	
              (8)

            
	
              Class
                1X(2)

            	 	
              $232,907,000(4)

            	 	
              (9)

            
	
              Class
                2X(3)

            	 	
              $131,749,000(4)

            	 	
              (10)

            
	
              Class
                B-1

            	 	
              $    9,736,000

            	 	
              (11)

            
	
              Class
                B-2

            	 	
              $    8,677,000

            	 	
              (11)

            
	
              Class
                B-3

            	 	
              $    5,291,000

            	 	
              (11)

            
	
              Class
                B-4

            	 	
              $    8,677,000

            	 	
              (11)

            
	
              Class
                B-5

            	 	
              $    6,138,000

            	 	
              (11)

            
	
              Class
                B-6

            	 	
              $    9,312,000

            	 	
              (11)

            
	
              Class
                B-7

            	 	
              $    2,328,000

            	 	
              (11)

            
	
              Class
                B-8

            	 	
              $    8,466,000

            	 	
              (11)

            
	
              Class
                R

            	 	
              $              100

            	 	
              (12)

            
	
              Class
                RC

            	 	
              $              100

            	 	
              (13)

            
	
              Class
                P-1

            	 	
              $              100(5)

            	 	
              (14)

            
	
              Class
                P-2

            	 	
              $              100(5)

            	 	
              (14)

            


    

    ________________________

    
      	
              (1)

            	
              As
                described herein, the Class A-2 Certificates will be issued in two
                Components: the Class 1A-2 Component and the Class 2A-2 Component.
                The
                Components are not severable.

            


    

     

    
      	
              (2)

            	
              As
                described herein, the Class 1X Certificates will be issued in two
                Components: the Class 1X-IO Component and the Class 1X-PO Component.
                The
                Components are not severable.

            


    

     

    
      	
              (3)

            	
              As
                described herein, the Class 1X Certificates will be issued in two
                Components: the Class 1X-IO Component and the Class 1X-PO Component.
                The
                Components are not severable.

            


    

     

    
      	
              (4)

            	
              The
                amounts listed for the Class 1X and Class 2X Certificates are notional
                amounts based on the initial Component Notional Amounts of the Class
                1X-IO
                Component and Class 2X-IO Component,
                respectively.

            


    

     

    
      	
              (5)

            	
              The
                amounts listed for the Class P-1 and Class P-2 Certificates are notional
                amounts. 

            


    

     

    
      	
              (6)

            	
              For
                each Distribution Date, the Certificate Rate for the Class 1A-1
                Certificates shall equal a per annum rate equal to the Net WAC Rate
                for
                Loan Group 1. 

            


    

     

    
      	
              (7)

            	
              For
                each Distribution Date, the Certificate Rate for the Class 2-A1
                Certificates shall equal a per annum rate equal to the Net WAC Rate
                for
                Loan Group 2.

            


    

     

    
      	
              (8)

            	
              For
                each Distribution Date, the Certificate Rate for the Class A-2
                Certificates shall equal a per annum rate equal to the weighted average
                of
                the Certificate Rates of the Class 1A-2 Component and the Class 2A-2
                Component. The Certificate Rate of the Class 1A-2 Component shall
                equal
                the Certificate Rate of the Class 1A-1 Certificates. The Certificate
                Rate
                of the Class 2A-2 Component shall equal the Certificate Rate of the
                Class
                2A-1 Certificates.

            


    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
              (9)

            	
              The
                Class 1X Certificate will be comprised of two components, the Class
                1X-IO
                Component and the Class 1X-PO Component. For each distribution date,
                the
                certificate rate for the Class 1X-IO Component will equal a per annum
                rate
                of 0.61807%. For each distribution date, the certificate rate for
                the
                Class 1X-PO Component will equal a per annum rate equal to the Net
                WAC
                Rate for Loan Group 1. For purposes of compliance with the REMIC
                Provisions, this Class of Certificates shall represent ownership
                of a
                regular interest in REMIC II with a notional balance that will at
                all
                times equal the aggregate of the outstanding principal amounts of
                the
                Class LT1-1-A1, Class LT1-1-A2 and Class LT1-1X interests in REMIC
                I. For
                each Distribution Date (and the related Interest Accrual Period)
                this
                notional component shall bear interest at a per annum rate equal
                to the
                excess, if any, of (i) the weighted average of the interest rates
                on such
                REMIC I Regular Interests over (ii) an amount equal to (i) two, multiplied
                by (ii) the weighted average of the interest rates for such Distribution
                Date for each such REMIC I Regular Interest, weighted in proportion
                to
                their class principal amounts as of the beginning of the related
                Interest
                Accrual Period and computed (i) by subjecting the rate on Class LTI-1X
                to
                a cap of 0.00% and (ii) by subjecting the rate on each remaining
                regular
                interest to a cap that corresponds to the Certificate Rate for the
                Corresponding Class of Certificates or Component. For any Distribution
                Date, interest that accrues on the regular interest evidenced by
                this
                Class of Certificates shall be deferred to the extent Net Deferred
                Interest is allocated to this Class of Certificates on such Distribution
                Date. Such Deferred Interest shall not itself bear interest.
                

            


    

     

    
      	
              (10)

            	
              The
                Class 2X Certificate will be comprised of two components, the Class
                2X-IO
                Component and the Class 2X-PO Component. For each distribution date,
                the
                certificate rate for the Class 2X-IO Component will equal a per annum
                rate
                of 0.47092%. For each distribution date, the certificate rate for
                the
                Class 2X-PO Component will equal a per annum rate equal to the Net
                WAC
                Rate for Loan Group 2. For purposes of compliance with the REMIC
                Provisions, this Class of Certificates shall represent ownership
                of a
                regular interest in REMIC II with a notional balance that will at
                all
                times equal the aggregate of the outstanding principal amounts of
                the
                Class LT1-2-A1, Class LT1-2-A2 and Class LT1-2X interests in REMIC
                I. For
                each Distribution Date (and the related Interest Accrual Period)
                this
                notional component shall bear interest at a per annum rate equal
                to the
                excess, if any, of (i) the weighted average of the interest rates
                on such
                REMIC I Regular Interests over (ii) an amount equal to (i) two, multiplied
                by (ii) the weighted average of the interest rates for such Distribution
                Date for each such REMIC I Regular Interest, weighted in proportion
                to
                their class principal amounts as of the beginning of the related
                Interest
                Accrual Period and computed (i) by subjecting the rate on Class LTI-2X
                to
                a cap of 0.00% and (ii) by subjecting the rate on each remaining
                regular
                interest to a cap that corresponds to the Certificate Rate for the
                Corresponding Class of Certificates or Component. For any Distribution
                Date, interest that accrues on the regular interest evidenced by
                this
                Class of Certificates shall be deferred to the extent Net Deferred
                Interest is allocated to this Class of Certificates on such Distribution
                Date. Such Deferred Interest shall not itself bear
                interest.

            


    

     

    
      	
              (11)

            	
              For
                each Distribution Date, the Certificate Rate for the Class B-1, Class
                B-2,
                Class B-3, Class B-4, Class B-5, Class B-6, Class B-7 and Class B-8
                Certificates will equal a per annum rate equal to the weighted average
                of
                the Net WAC Rates for Loan Group 1 and Loan Group 2, weighted on the
                basis of the related Group Subordinate
                Amounts.

            


    

     

    
      	
              (12)

            	
              For
                each Distribution Date, the Certificate Rate for the Class R Certificates
                shall equal a per annum rate equal to the Net WAC Rate for Loan Group
                1.
                The Class R Certificates represent beneficial ownership of the sole
                class
                of residual interest in REMIC II.

            


    

     

    
      	
              (13)

            	
              For
                each Distribution Date, the Certificate Rate for the Class RC Certificates
                shall equal a per annum rate equal to the Net WAC Rate for Loan Group
                1.
                The Class RC Certificates represent the sole class of residual interests
                in REMIC I.

            


    

     

    
      	
              (14)

            	
              The
                Class P-1 and Class P-2 Certificates do not accrue
                interest.

            


    

     

    (c) REMIC
      Final Scheduled Distribution.
      The
“latest possible maturity date” for each REMIC and each Class of Certificates
      and Regular Interests is the 36th Distribution Date following the latest stated
      maturity date of any Mortgage Loan included in the Trust as of the Closing
      Date.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    For
      any
      purpose for which the Pass-Through Rates are calculated, the interest rate
      on
      the Mortgage Loans shall be appropriately adjusted to account for the difference
      between the monthly day count convention of the Mortgage Loans and the monthly
      day count convention of the regular interests issued by each of the REMICs.
      For
      purposes of calculating the Pass-Through Rates for each of the interests issued
      by REMIC I, such rates shall be adjusted to equal a monthly day count convention
      based on a 30 day month for each Due Period and a 360-day year so that the
      Mortgage Loans and all regular interests will be using the same monthly day
      count convention.

    


    The
      minimum denomination for each Class of the Senior Certificates (other than
      the
      Class 1X-IO Component, the Class 2X-IO Component and the Residual Certificates)
      shall be $25,000 initial Class Principal Balance, with integral multiples of
      $1
      in excess thereof except that one Certificate in each Class may be issued in
      a
      different amount. The Class 1X-IO and Class 2X-IO Components will be issued
      in
      minimum denominations of $1,000,000 initial Component Notional Amount each
      and
      multiples of $1 in excess of $1,000,000. The minimum denomination for each
      Class
      of Subordinate Certificates shall be $100,000 initial Class Principal Balance,
      with integral multiples of $1 in excess thereof except that one Certificate
      in
      each Class may be issued in a different amount. The minimum denomination for
      (a)
      each Class of the Residual Certificates shall be $100 and each shall be a
      divided into a 99.99% Percentage Interest and a 0.01% Percentage Interest in
      each such respective Class and (b) the Class P-1 and Class P-2 Certificates
      shall be $10, with integral multiples of $1 in excess thereof.

    


    ARTICLE
      I

    DEFINITIONS

    


    Section
      1.01 Definitions.
      Capitalized terms used in this Agreement but not defined herein have the
      meanings given them in the applicable Servicing Agreement or Sale
      Agreement.

    


    10-K
      Filing Deadline:
      As
      defined in Section 13.04 hereof.

    


    60+
      Day Delinquent Mortgage Loan:
      Each
      Mortgage Loan with respect to which any portion of a Scheduled Payment is,
      as of
      the last day of the prior Due Period, two (2) months or more past due (without
      giving effect to any grace period), each Mortgage Loan in foreclosure, all
      REO
      Property and each Mortgage Loan for which the Mortgagor has filed for
      bankruptcy.

    


    Account:
      The
      Certificate Account.

    


    Accrued
      Certificate Interest:
      With
      respect to any Class of Certificates and any Distribution Date the sum of (a)
      Certificate Interest for the related Interest Accrual Period for such Class
      of
      Certificates and (b) the aggregate of all Accrued Certificate Interest that
      remains unpaid from prior Distribution Dates (after reducing such amount for
      any
      Net Deferred Interest previously allocated to such Class or Component on each
      prior Distribution Date).


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Additional
      Form 10-D Disclosure:
      As
      defined in Section 13.03 hereof.

    


    Additional
      Form 10-K Disclosure:
      As
      defined in Section 13.04 hereof.

    


    Additional
      Servicer:
      Each
      affiliate of each Servicer that services any of the Mortgage Loans and each
      Person who is not an affiliate of the any Servicer, who services 10% or more
      of
      the Mortgage Loans. For clarification purposes, the Master Servicer and the
      Securities Administrator are Additional Servicers.

    


    Adjusted
      Net Mortgage Interest Rate:
      With
      respect to each Mortgage Loan and at any time, the per
      annum
      rate
      equal to the related Mortgage Interest Rate less the Expense Fee
      Rate.

    


    Administrative
      Fee Rate:
      Not
      applicable.

    


    Administrative
      Fees:
      Not
      applicable.

    


    Advance:
      Any
      Delinquency Advance or Servicing Advance.

    


    Affected
      Senior Certificate:
      As
      defined in Section 4.08 hereof.

    


    Affected
      Subordinate Certificate:
      As
      defined in Section 4.01(g) hereof.

    


    Affiliate:
      With
      respect to any Person, any other Person controlling, controlled by or under
      common control with such first Person. For the purposes of this definition,
      “control” means the power to direct the management and policies of such Person,
      directly or indirectly, whether through the ownership of voting securities,
      by
      contract or otherwise; and the terms “controlling” and “controlled” have
      meanings correlative to the foregoing.

    


    Agreement
      or
Trust
      Agreement:
      This
      Master Servicing and Trust Agreement, and all amendments or supplements thereto
      and hereto.

    


    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument in
      recordable form (other than the assignee’s name and recording information not
      yet returned from the recording office), reflecting the sale of the Mortgage
      to
      the Trustee.

    


    Assignment
      Agreement:
      A Step
      1 Assignment Agreement or a Step 2 Assignment Agreement.

    


    Auction
      Call:
      As
      defined in Section 9.03(b) hereof. 

    


    Available
      Distribution Amount:
      For any
      Distribution Date and any Loan Group, the aggregate for all of the Mortgage
      Loans in such Loan Group of the following amounts:

    


    (1) the
      total
      amount of all cash received from or on behalf of the Mortgagors or advanced
      by
      the applicable Servicer or successor servicer in the event the applicable
      Servicer fails to make such required advances (or the Master Servicer, in the
      event such Servicer or successor servicer fails to make such required advances,
      or successor master servicer, or by the Trustee in its capacity as successor
      master servicer in the event the Master Servicer or successor master servicer
      fails to make any such required advances, pursuant to Sections 7.02, 8.01 and
      9.01 hereof) on the Mortgage Loans in such Loan Group and not previously
      distributed (including Advances made by such Servicer (or the Master Servicer
      as
      successor servicer), Compensating Interest Payments made by such Servicer (or
      the Master Servicer or the Trustee in its capacity as successor master servicer,
      as the case may be) and proceeds of Mortgage Loans that are liquidated,
      except:


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (a) all
      Scheduled Payments collected but due on a Due Date after such Distribution
      Date;

    


    (b) all
      Curtailments received after the previous calendar month;

    


    (c) all
      Payoffs received after the previous calendar month (together with any interest
      payment received with such Payoffs to the extent that such Payoffs represent
      the
      payment of interest accrued on such Mortgage Loans for the period after the
      previous calendar month);

    


    (d) Liquidation
      Proceeds and Insurance Proceeds received on the Mortgage Loans in such Loan
      Group after the previous calendar month;

    


    (e) all
      amounts from Mortgage Loans in the related Loan Groups that are then due and
      payable to the applicable Servicer under the related Sale and Servicing
      Agreement;

    


    (f) the
      Servicing Fee and the Lender Fee Paid Mortgage Insurance Amount, if applicable,
      for each Mortgage Loan in such Loan Group, net of any amounts payable as
      compensating interest by the applicable Servicer on that Distribution
      Date;

    


    (g) any
      Crossover Amount from such Loan Group required to be allocated to any other
      Loan
      Group pursuant to Section 3.03; and

    


    (h) such
      Loan
      Group’s share of all related indemnification amounts and other amounts
      reimbursable on such Distribution Date to the Master Servicer, the Securities
      Administrator, the Custodian and the Trustee as provided herein or in the
      Standard Terms.

    


    (2) the
      total
      amount of any cash received by the Securities Administrator or the applicable
      Servicer (or the Master Servicer or the Trustee) from the repurchase by the
      applicable Seller, the Depositor or GSMC of any Mortgage Loans pursuant to
      any
      Assignment Agreement or Sale and Servicing Agreement, together with any
      Substitution Adjustment Amount received by the Securities Administrator in
      connection with the substitution by the Depositor of a mortgage loan for a
      Deleted Mortgage Loan, in each case as a result of defective documentation
      or
      breach of representations and warranties (provided that the obligation to
      repurchase arose before the related Due Date);


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (3) any
      Crossover Amount from any other Loan Group required to be allocated to such
      Loan
      Group pursuant to Section 4.08; and

    


    (4) any
      Subsequent Recoveries received with respect to the Mortgage Loans in such Loan
      Group

    


    Avelo:
      Avelo
      Mortgage, L.L.C., a Delaware limited liability company, and its successors
      in
      interest and assigns.

    


    Avelo
      Servicing Agreement:
      The
      Flow Servicing Agreement, dated as of January 1, 2006, between Avelo and
      GSMC, as modified by the related Assignment Agreements. 

    


    Back-Up
      Certification:
      As
      defined in Section 13.06 hereof.

    


    Book-Entry
      Certificates:
      All
      Classes of Certificates other than the Physical Certificates.

    


    Business
      Day:
      Any day
      other than (i) Saturday or Sunday, or (ii) a day on which banking and savings
      and loan institutions are authorized or obligated by law or executive order
      to
      be closed in (a) the States of New York, California, Maryland and Minnesota,
      (b)
      with respect to a Servicer, the State in which such Servicer’s servicing
      operations are located or (c) the State in which the Corporate Trust Office
      of
      the Securities Administrator and the Trustee are located.

    


    Certificate:
      Any one
      of the Certificates executed by the Securities Administrator in substantially
      the forms attached to this Agreement as exhibits.

    


    Certificate
      Account:
      The
      separate Eligible Account created by the Securities Administrator pursuant
      to
      Section 3.01(b) of this Agreement in the name of the Securities Administrator
      as
      paying agent for the benefit of the Trustee and the Certificateholders and
      designated “Wells Fargo Bank, N.A., as paying agent, in trust for registered
      Holders of GSR Mortgage Loan Trust 2007-OA2, Mortgage Pass-Through Certificates,
      Series 2007-OA2.” Funds in the Certificate Account shall be held in trust for
      the Certificateholders for the uses and purposes set forth in this Agreement.
      So
      long as Wells Fargo Bank shall be both the Master Servicer and the Securities
      Administrator, the Master Servicer Account shall be the same account as, or
      a
      sub-account of, the Certificate Account, as provided in Section 3.01(b) of
      this
      Agreement.

    


    Certificate
      Balance:
      With
      respect to each Class of Certificates, at any date, the maximum dollar amount
      of
      principal to which the Holder therof is then entitled hereunder, such amount
      being equal to the Denomination therof reduced
      by
      (a) all principal payments previously distributed to such Class of
      Certificates in accordance with this Agreement, and (b) all Realized
      Losses, if any, previously allocated to such Class of Certificates pursuant
      to
      this Agreement and increased
      by the
      amount of Net Deferred Interest allocated to such Class of Certificates pursuant
      to this Agreement; provided,
      however,
      that
      immediately following the Distribution Date on which a Subsequent Recovery
      is
      distributed, the Class Principal Balances of any Class or Classes of
      Certificates that have been previously reduced by Realized Losses will be
      increased, in order of seniority, by the amount of the Subsequent Recovery
      distributed on such Distribution Date (up to the amount of Realized Losses
      allocated to such Class or Classes). The Certificate Balance of the Class A-2
      Certificates will be equal to the sum of the Class 1A-2 and Class 2A-2 Component
      Principal Balances. The Class P Certificates are not entitled to distributions
      of principal.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Certificate
      Group:
      The
      Group 1 Certificates or Group 2 Certificates, as applicable. 

    


    Certificate
      Interest:
      For
      each Class of Certificates, on each Distribution Date, an amount equal to the
      product of (a) the Certificate Rate for such Class, (b) a fraction,
      the numerator of which is the number of days in the Interest Accrual Period
      and
      the denominator of which is 360, and (c) the applicable Class Principal
      Balance, Component Principal Balance or Component Notional Amount, as
      applicable.

    


    Certificate
      Owner:
      With
      respect to a Book-Entry Certificate, the Person who is the beneficial owner
      of
      such Book-Entry Certificate.

    


    Certificate
      Rate:
      With
      respect to each Class of Certificates on any Distribution Date, the percentage
      per
      annum
      rate or
      other entitlement to interest described in the Preliminary
      Statement.

    


    Certificate
      Register:
      The
      register maintained pursuant to Section 5.02 of this Agreement.

    


    Certificateholder
      or
Holder:
      The
      person in whose name a Certificate is registered in the Certificate Register,
      except that, solely for the purpose of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of the Depositor or any
      affiliate of the Depositor shall be deemed not to be Outstanding and the
      Percentage Interest evidenced thereby shall not be taken into account in
      determining whether the requisite amount of Percentage Interests necessary
      to
      effect such consent has been obtained; provided,
      however,
      that if
      any such Person (including the Depositor) owns 100% of the Percentage Interests
      evidenced by a Class of Certificates, such Certificates shall be deemed to
      be
      Outstanding for purposes of any provision of this Agreement that requires the
      consent of the Holders of Certificates of a particular Class as a condition
      to
      the taking of any action hereunder. The Securities Administrator is entitled
      to
      rely conclusively on a certification of the Depositor or any affiliate of the
      Depositor in determining which Certificates are registered in the name of an
      affiliate of the Depositor.

    


    Certification
      Parties:
      As
      defined in Section 13.06 hereof.

    


    Certifying
      Person:
      As
      defined in Section 13.06 hereof.

    


    Class:
      All
      Certificates bearing the same class designation as set forth in this
      Agreement.

    


    Class
      1A-1 Certificates:
      All
      Certificates bearing the Class designation of “Class 1A-1.”

    


    Class
      1A-2 Component:
      The
      Component bearing the Class designation of “Class 1A-2.”


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Class
      1A-2 Component Principal Balance:
      For
      each Distribution Date, the aggregate amount of principal to which the Class
      1A-2 Component is entitled as of the Closing Date, reduced
      by (a)
      all distributions of principal (other than reimbursements of Realized Losses)
      to
      the Class 1A-2 Component and (b) all Realized Losses previously allocated to
      the
      Class 1A-2 Component before that Distribution Date and increased
      by (x)
      the amount of any Subsequent Recoveries allocated to the Class 1A-2 Component
      and (y) the amount of any Net Deferred Interest allocated to the Class 1A-2
      Component. The Component Principal Balance of the Class 1A-2 Component will
      initially be equal to $46,581,000.

    


    Class
      1X Certificates:
      All
      Certificates bearing the Class designation of “Class 1X.”

    


    Class
      1X-IO Component:
      The
      Component bearing the Class designation of “Class 1X-IO.”

    


    Class
      1X-IO Component Notional Amount:
      For
      each Interest Accrual Period and the related Distribution Date, the sum of
      (a)
      the Class Principal Balance of the Class 1A-1 Certificates immediately prior
      to
      that Distribution Date and (b) the Component Principal Balance of the Class
      1A-2
      Component immediately prior to that Distribution Date. The Component Notional
      Amount of the Class 1X-IO Component will initially be equal to
      $232,907,000.

    


    Class
      1X-PO Component:
      The
      Component bearing the Class designation of “Class 1X-PO.”

    


    Class
      1X-PO Component Principal Balance:
      For
      each Distribution Date (other than the first Distribution Date), the Component
      Principal Balance of the Class 1X-PO Component immediately prior to that
      Distribution Date, increased
      by (a)
      the amount of any Net Deferred Interest allocated to the Class 1X Certificates
      and (b) the amount of any Subsequent Recoveries allocated to the Class 1X-PO
      Component and reduced
      by (x)
      all amounts distributed as principal of the Class 1X-PO Component on all prior
      Distribution Dates and (y) all Realized Losses applied in reduction of the
      Class
      1X-PO Component on all prior Distribution Dates. The Component Principal Balance
      of the Class 1X-PO Component will initially be equal to zero.

    


    Class
      2A-1 Certificates:
      All
      Certificates bearing the Class designation of “Class 2A-1.”

    


    Class
      2A-2 Component:
      The
      Component bearing the Class designation of “Class 2A-2.”

    


    Class
      2A-2 Component Principal Balance:
      For
      each Distribution Date, the aggregate amount of principal to which the Class
      2A-2 Component is entitled as of the Closing Date, reduced
      by (a)
      all distributions of principal (other than reimbursements of Realized Losses)
      to
      the Class 2A-2 Component and (b) all Realized Losses previously allocated to
      the
      Class 2A-2 Component before that Distribution Date and increased
      by (x)
      the amount of any Subsequent Recoveries allocated to the Class 2A-2 Component
      and (y) the amount of any Net Deferred Interest allocated to the Class 2A-2
      Component. The Component Principal Balance of the Class 2A-2 Component will
      initially be equal to $26,350,000.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Class
      2X Certificates:
      All
      Certificates bearing the Class designation of “Class 2X.”

    


    Class
      2X-IO Component:
      The
      Component bearing the Class designation of “Class 2X-IO.”

    


    Class
      2X-IO Component Notional Amount:
      For
      each Interest Accrual Period and the related Distribution Date, the sum of
      (a)
      the Class Principal Balance of the Class 2A-1 Certificates immediately prior
      to
      that Distribution Date and (b) the Component Principal Balance of the Class
      2A-2
      Component immediately prior to that Distribution Date. The Component Notional
      Amount of the Class 2X-IO Component will initially be equal to
      $131,749,000.

    


    Class
      2X-PO Component:
      The
      Component bearing the Class designation of “Class 2X-PO.”

    


    Class
      2X-PO Component Principal Balance:
      For
      each Distribution Date (other than the first Distribution Date), the Component
      Principal Balance of the Class 2X-PO Component immediately prior to that
      Distribution Date, increased
      by (a)
      the amount of any Net Deferred Interest allocated to the Class 2X Certificates
      and (b) the amount of any Subsequent Recoveries allocated to the Class 2X-PO
      Component and reduced
      by (x)
      all amounts distributed as principal of the Class 2X-PO Component on all prior
      Distribution Dates and (y) all Realized Losses applied in reduction of the
      Class
      2X-PO Component on all prior Distribution Dates. The Component Principal Balance
      of the Class 2X-PO Component will initially be equal to zero.

    


    Class
      A-2 Certificates:
      All
      Certificates bearing the Class designation of “Class A-2.”

    


    Class
      B Certificates:
      The
      Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7
      and
      Class B-8 Certificates. 

    


    Class
      B-1 Certificates:
      All
      Certificates bearing the Class designation of “Class B-1.”

    


    Class
      B-2 Certificates:
      All
      Certificates bearing the Class designation of “Class B-2.”

    


    Class
      B-3 Certificates:
      All
      Certificates bearing the Class designation of “Class B-3.”

    


    Class
      B-4 Certificates:
      All
      Certificates bearing the Class designation of “Class B-4.”

    


    Class
      B-5 Certificates:
      All
      Certificates bearing the Class designation of “Class B-5.”

    


    Class
      B-6 Certificates:
      All
      Certificates bearing the Class designation of “Class B-6.”


    
      
        
        

      

      
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    Class
      B-7 Certificates:
      All
      Certificates bearing the Class designation of “Class B-7.”

    


    Class
      B-8 Certificates:
      All
      Certificates bearing the Class designation of “Class B-8.”

    


    Class
      P Certificates:
      The
      Class P-1 and Class P-2 Certificates.

    


    Class
      P-1 Certificates:
      All
      Certificates bearing the Class designation of “Class P-1.”

    


    Class
      P-2 Certificates:
      All
      Certificates bearing the Class designation of “Class P-2.”

    


    Class
      Principal Balance:
      With
      respect to any Class of Certificates (Other than the Class 1X, Class 2X, Class
      A-2 and Class P Certificates) and any Distribution Date, the aggregate amount
      of
      principal to which such Class is entitled as of the Closing Date, reduced
      by (a)
      all distributions of principal (other than reimbursements of Realized Losses)
      to
      that class and (b) all Realized Losses previously allocated to such
      class before that Distribution Date and increased
      by (x)
      the amount of any Subsequent Recoveries allocated to that class and (y) the
      amount of any Net Deferred Interest allocated to that class. 

    


    Class
      R Certificates:
      All
      Certificates bearing the Class designation of “Class R.”

    


    Class
      RC Certificates:
      All
      Certificates bearing the Class designation of “Class RC.”

    


    Class
      X Certificates:
      The
      Class 1X and Class 2X Certificates.

    


    Closing
      Date:
      October
      29, 2007.

    


    Code:
      The
      Internal Revenue Code of 1986, including any successor or amendatory
      provisions.

    


    Collection
      Account:
      The
“Custodial Account” as defined in the applicable Servicing
      Agreement.

    


    Commission:
      The
      U.S. Securities and Exchange Commission.

    


    Compensating
      Interest:
      With
      respect to the Mortgage Loans and any Distribution Date and any Servicer, an
      amount equal to the excess of (A) the aggregate of any Prepayment Interest
      Shortfalls on the Mortgage Loans for the related Distribution Date resulting
      from voluntary Principal Prepayments on the Mortgage Loans during the related
      Prepayment Period and (B)(i) with respect to Avelo, one-half of the servicing
      fee actually received for such month for the Mortgage Loans and (ii) with
      respect to RFC, the servicing fee actually received for such month for the
      Mortgage Loans.


    
      
        
        

      

      
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    Component:
      With
      respect to the Class A2 Certificates, each of the Class 1A-2 and Class 2A-2
      Components thereof. With respect to the Class 1X Certificates, each of the
      Class
      1X-IO and Class 1X-PO Components thereof. With respect to the Class 2X
      Certificates, each of the Class 2X-IO and Class 2X-PO Components thereof. The
      Components are not severable.

    


    Component
      Interest Rate:
      The
      component interest rate in respect of the Class 1A-2 Component of the Class
      A2
      Certificates shall equal the Certificate Rate for the Class 1A-1 Certificates.
      The component interest rate in respect of the Class 2A-2 Component of the Class
      A2 Certificates shall equal the Certificate Rate for the Class 2A-1
      Certificates. The component interest rate in respect of the Class 1X-IO
      Component of the Class 1X Certificates shall equal 0.61807%. The component
      interest rate in respect of the Class 1X-PO Component of the Class 1X
      Certificates shall equal a per annum rate equal to the Net WAC Rate for Group
      1
      Mortgage Loans. The component interest rate in respect of the Class 2X-IO
      Component of the Class 2X Certificates shall equal 0.47092%. The component
      interest rate in respect of the Class 2X-PO Component of the Class 2X
      Certificates shall equal a per annum rate equal to the Net WAC Rate for Group
      2
      Mortgage Loans. 

    


    Component
      Notional Amount:
      The
      Class 1X-IO Component Notional Amount or the Class 2X-IO Component Notional
      Amount, as applicable. 

    


    Component
      Principal Balance:
      The
      Class 1X-PO Component Principal Balance, Class 2X-PO Component Principal
      Balance, Class 1A-2 Component Principal Balance or Class 2A-2 Component
      Principal Balance, as applicable. 

    


    Condemnation
      Proceeds:
      All
      awards or settlements in respect of a Mortgaged Property, whether permanent
      or
      temporary, partial or entire, by exercise of the power of eminent domain or
      condemnation, to the extent not required to be released to a Mortgagor in
      accordance with the terms of the related Mortgage Loan Documents.

    


    Corporate
      Trust Office:
      With
      respect to the Securities Administrator, the principal office of the Securities
      Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
      Client Manager and its office for Certificate transfer services is located
      at
      Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
      Corporate Trust Services, GSR Mortgage Loan Trust 2007-OA2, or at such other
      address as the Securities Administrator may designate from time to time by
      notice to the Certificateholders. With respect to the Trustee, the principal
      office of the Trustee at 1761 East St. Andrew Place, Santa Ana, California
      92705-4934, Attention: Trust Administration - GS07OA2, or at such other address
      as the Trustee may designate from time to time by notice to the
      Certificateholders.

    


    Curtailments:
      Voluntary partial prepayments on a Mortgage Loan (i.e., not including Payoffs,
      Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds).

    


    Custodial
      File:
      With
      respect to each Mortgage Loan, any Mortgage Loan Document which is delivered
      to
      the Custodian or which at any time comes into the possession of the
      Custodian.


    
      
        
        

      

      
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    Custodian:
      Deutsche Bank, or any successor in interest or assign, as the context may
      require.

    


    Cut-off
      Date:
      October
      1, 2007.

    


    Cut-off
      Date Pool Principal Balance:
      The
      aggregate Scheduled Principal Balance of all Mortgage Loans as of the Cut-off
      Date.

    


    Cut-off
      Date Principal Balance:
      With
      respect to any Mortgage Loan, the Scheduled Principal Balance thereof as of
      the
      close of business on the Cut-off Date (after giving effect to payments of
      principal due on that date, whether or not received).

    


    Deferred
      Interest:
      For any
      Mortgage Loan and each Due Period, the excess, if any, of the amount of interest
      accrued on such Mortgage Loan from the Due Date in the preceding Due Period
      to
      the Due Date in such Due Period, over the monthly payment due for such Due
      Period, that is deferred and added to the principal balance of a Mortgage Loan
      due to negative amortization. 

    


    Definitive
      Certificates:
      Any
      Certificate evidenced by a Physical Certificate and any Certificate issued
      in
      lieu of a Book-Entry Certificate pursuant to Section 5.02(e) of this
      Agreement.

    


    Deleted
      Mortgage Loan:
      A
      Mortgage Loan which is purchased or repurchased by any Seller, the Purchaser
      or
      the Depositor in accordance with the terms of any Sale Agreement, any Assignment
      Agreement or this Agreement, as applicable, or which is, in the case of a
      substitution by any Servicer (if permitted under the applicable Servicing
      Agreement) or by the Purchaser pursuant to the Assignment Agreements or this
      Agreement, replaced or to be replaced with a substitute mortgage
      loan.

    


    Delinquency
      Advance:
      For
      each Mortgage Loan, any Monthly Advance, provided
      that
      notwithstanding anything to the contrary in any related Servicing Agreement,
      but
      in accordance with the provisions of each Assignment Agreement, the amount
      of
      any such Monthly Advance used to determine the amount of the related Delinquency
      Advance shall be the amount necessary to equal, when combined with any amounts
      paid by the respective Mortgagor, the minimum scheduled payment due under the
      related mortgage note, net of any related Servicing Fee.

    


    Delinquency/Loss
      Test:
      The
      test as to whether on any Distribution Date: (A) the aggregate Scheduled
      Principal Balance of the Mortgage Loans delinquent 60 days or more (including
      Mortgage Loans in bankruptcy or foreclosure and REO Property) averaged over
      the
      immediately preceding three-month period is less than or equal to 30% of the
      aggregate outstanding Class Principal Balance of the Subordinate Certificates
      as
      of such Distribution Date, and (B) cumulative Realized Losses as of each
      Distribution Date prior to November 2018, November 2019, November 2020, November
      2021 and each November thereafter do not exceed 15%, 20%, 20%, 20% and 25%,
      respectively, of the aggregate initial Class Principal Balance of Subordinate
      Certificates.


    
      
        
        

      

      
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    Denomination:
      With
      respect to each Certificate, the amount set forth on the face thereof as the
      “Initial Certificate Balance of this Certificate” or the Percentage Interest
      appearing on the face thereof.

    


    Depositor:
      GS
      Mortgage Securities Corp., a Delaware corporation, and its successors in
      interest and assigns.

    


    Depository:
      The
      initial Depository shall be The Depository Trust Company, the nominee of which
      is CEDE & Co., as the registered Holder of the Book-Entry Certificates. The
      Depository shall at all times be a “clearing corporation” as defined in Section
      8-102(a)(5) of the Uniform Commercial Code of the State of New
      York.

    


    Depository
      Institution:
      Any
      depository institution or trust company, including the Trustee and the
      Securities Administrator, that (a) is incorporated under the laws of the United
      States of America or any State thereof, (b) is subject to supervision and
      examination by federal or state banking authorities and (c) has outstanding
      unsecured commercial paper or other short-term unsecured debt obligations that
      are rated “P-1” by Moody’s and “A-1” by Standard & Poor’s.

    


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

    


    Determination
      Date:
      With
      respect to each Distribution Date, as defined in each Servicing Agreement,
      or,
      with respect to the Goldman Conduit Mortgage Loans, the 15th calendar day (or
      if
      such 15th day is not a Business Day, the Business Day immediately following
      such
      15th day) of the month of the related Distribution Date.

    


    Deutsche
      Bank:
      Deutsche Bank National Trust Company, a national banking association, and its
      successors in interest and assigns.

    


    Distribution
      Date:
      The
      25th day of each month or, if such day is not a Business Day, the immediately
      succeeding Business Day, commencing in November 2007.

    


    Document
      Certification and Exception Report:
      The
      report attached to Exhibit
      F
      of this
      Agreement.

    


    Due
      Date:
      The day
      of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive
      of any days of grace.

    


    Due
      Period:
      With
      respect to any Distribution Date, the period commencing on the second day of
      the
      calendar month preceding the month in which that Distribution Date occurs and
      ending on the first day of the calendar month in which that Distribution Date
      occurs.

    


    EDGAR:
      The
      Commission’s Electronic Data Gathering, Analysis and Retrieval
      system.


    
      
        
        

      

      
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    Eligible
      Account:
      A trust
      account (i) maintained
      by a depository institution, the long-term unsecured debt obligations are rated
      by the Rating Agency in one of its two highest rating categories at the time
      of
      any deposit therein, (ii) maintained with the Securities Administrator or
      the Trustee and satisfies either clause (i) or (iii) hereof or (iii) an
      account otherwise deemed an Eligible Account by the Rating Agencies.
Eligible
      Accounts may bear interest, and may include, if otherwise qualified under this
      definition, accounts maintained with the Securities Administrator or the
      Trustee.

    


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

    


    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of Prohibited Transaction Exemption (“PTE”)
      2007-5, 72 Fed. Reg. 13,130 (March 20, 2007) (or any successor thereto), or
      any
      substantially similar administrative exemption granted by the U.S. Department
      of
      Labor.

    


    ERISA-Restricted
      Certificate:
      The
      Senior Support Certificates, the Subordinate Certificates, the Residual
      Certificates, the Private Certificates and any Certificate with a rating below
      the lowest applicable permitted rating under the Underwriters’
Exemption.

    


    ERISA-Restricted
      Trust Certificate:
      None.

    


    Event
      of Default:
      As
      defined in the applicable Servicing Agreement.

    


    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

    


    Exchange
      Act Filing Obligation:
      The
      obligations of the Master Servicer under Section 9.04 and Article XIII (except
      Section 13.07) hereof with respect to notice and information to be provided
      to
      the Depositor.

    


    Exchange
      Act Reports:
      Any
      reports on Form 10-D, Form 8-K and Form 10-K required to be filed by the
      Depositor with respect to the Trust Fund under the Exchange Act.

    


    Expense
      Fee Rate:
      With
      respect to each Mortgage Loan, a per
      annum
      rate
      equal to the sum of the Servicing Fee Rate, the Administrative Fee Rate and,
      if
      set forth on the Mortgage Loan Schedule, the applicable Primary Mortgage
      Insurance Policy premium rate or Lender Paid Mortgage Insurance
      Rate.

    


    Expense
      Fees:
      With
      respect to each Mortgage Loan, the fees calculated by reference to the Expense
      Fee Rate.

    


    Fair
      Market Value Excess:
      With
      respect to any Mortgage Loans to be purchased pursuant to Section 11.01 hereof,
      the excess, if any, of the Fair Market Value Price for such Mortgage Loans
      over
      the Par Value for such Mortgage Loans.

    


    Fair
      Market Value Price:
      The sum
      of the aggregate fair market value of all of the assets of the Trust Fund as
      determined by the Securities Administrator in consultation with the Purchaser
      (or, if the 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 Terminating 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
      11.02 hereof; 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 assets in the Trust or the appraised value
      of any REO Property shall be based upon the inclusion of (i) accrued interest
      to
      the Due Date in 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 (including any
      Mortgage Loan which became an REO Property as to which an REO Property
      Disposition has not occurred), (ii) the amount of outstanding Servicing Advances
      to the Due Date in the month in which the Termination Price is distributed
      to
      the Certificateholders, and (iii) 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 Loan remaining in the Trust.


    
      
        
        

      

      
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    Fannie
      Mae:
      The
      Federal National Mortgage Association, and its successors in interest and
      assigns.

    


    Final
      Scheduled Distribution Date:
      The
      Final Scheduled Distribution Date for each Class of Certificates is the
      Distribution Date occurring in June 2047.

    


    First
      Payment Default Mortgage Loan:
      Any
      Mortgage Loans as to which the related Mortgagor does not make the first payment
      due to the Purchaser within the time frame required under the applicable Sale
      Agreement and which are identified on Schedule II to this
      Agreement.

    


    First
      Payment Default Purchase Price:
      The
      purchase price paid for a First Payment Default Mortgage Loan that is required
      to be repurchased by a Seller pursuant to the applicable Sale Agreement,
provided
      that in
      the event such purchase price is in an amount less than the amount required
      to
      repurchase such First Payment Default Mortgage Loan from the Trustee pursuant
      to
      the provisions of this Agreement, the Purchaser shall make up any such shortfall
      and provided,
      further, that
      in
      the event such purchase price is in an amount greater than the amount required
      to repurchase such First Payment Default Mortgage Loan from the Trustee pursuant
      to the provisions of this Agreement, any such excess amount shall be distributed
      to the Class RC Certificates pursuant to the provisions of Section 4.01(e)
      hereof.

    


    Fitch:
      Fitch,
      Inc.

    


    Form
      8-K Disclosure Information:
      As defined in Section 13.02 hereof.

    


    Freddie
      Mac:
      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, and its successors in interest and
      assigns.


    
      
        
        

      

      
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    Goldman
      Conduit:
      Goldman
      Sachs Residential Mortgage Conduit Program.

    


    Goldman
      Conduit Mortgage Loans:
      The
      Mortgage Loans acquired by the Purchaser pursuant to the applicable Goldman
      Conduit Sale Agreements.

    


    Goldman
      Conduit Sale Agreements:
      The
      Master Loan Purchase Agreements, between various mortgage loan sellers and
      GSMC,
      dated as of their respective dates, together with the Trade Confirmation dated
      February 2, 2007, between GSMC and Just Mortgage, Inc. (“Just
      Mortgage”),
      the
      Trade Confirmation dated May 29, 2007, between GSMC and SCME Mortgage Bankers,
      Inc. (“SCME”),
      the
      Trade Confirmation dated July 5, 2007, between GSMC and SCME, the Trade
      Confirmation dated January 25, 2007, between GSMC and Loan Link Financial
      Services (“Loan
      Link”),
      the
      Trade Confirmation dated January 9, 2007, between GSMC and Residential Mortgage
      Capital (“RMC”),
      the
      Trade Confirmation dated April 25, 2007, between GSMC and RMC, the Trade
      Confirmation dated May 2, 2007, between GSMC and RMC, the Purchase Price and
      Terms Agreement dated December 4, 2006, between GSMC and Paul Financial, LLC
      (“Paul
      Financial”),
      the
      Purchase Price and Terms Agreement dated April 23, 2007, between GSMC and Paul
      Financial, the Purchase Confirmation dated January 23, 2007, between GSMC and
      Quicken Loans, Inc. (“Quicken”),
      the
      Purchase Confirmation dated February 13, 2007, between GSMC and Quicken, the
      Purchase Confirmation dated February 26, 2007, between GSMC and Quicken and
      the
      Purchase Confirmation dated June 18, 2007, between GSMC and Quicken
      (collectively, the “PPTL
      Agreements”),
      the
      Master Mortgage Loan Purchase Agreement dated as of April 5, 2006, between
      GSMC
      and Just Mortgage, the Master Mortgage Loan Purchase Agreement dated as of
      September 23, 2004, between GSMC and SCME, the Master Mortgage Loan Purchase
      Agreement dated as of January 25, 2007, between GSMC and Loan Link, the Master
      Mortgage Loan Purchase Agreement dated as of November 26, 2004, between GSMC
      and
      RMC, the Flow Mortgage Loan Purchase and Warranties Agreement dated as of May
      1,
      2006, as amended by Amendment No. 1 dated as of December 1, 2007, between GSMC
      and Paul Financial and the Amended and Restated Seller’s Purchase, Warranties
      and Interim Servicing Agreement dated as of June 1, 2006, between GSMC and
      Quicken, as amended by Amendment No. 1 dated as of October 30,
      2006.

    


    Group
      1 Certificates:
      The
      Class 1A-1 and Class 1X Certificates and the Class 1A-2 Component.

    


    Group
      1 Mortgage Loans:
      The
      Mortgage Loans identified on the Mortgage Loan Schedule as Group 1 Mortgage
      Loans.

    


    Group
      2 Certificates:
      The
      Class 2A-1 and Class 2X Certificates and the Class 2A-2 Component.

    


    Group
      2 Mortgage Loans:
      The
      Mortgage Loans identified on the Mortgage Loan Schedule as Group 2 Mortgage
      Loans. 

    


    Group
      Subordinate Amount:
      With
      respect to any Distribution Date and (a) the Group 1 Mortgage Loans, the excess
      of the aggregate scheduled principal balance of the Group 1 Mortgage Loans
      for
      the preceding Distribution Date over the aggregate Class Principal Balance
      (or
      Component Principal Balance) of the Group 1 Certificates (or related Component
      thereof) after giving effect to distributions on that preceding Distribution
      Date and (b) the Group 2 Mortgage Loans, the excess of the aggregate scheduled
      principal balance of the Group 2 Mortgage Loans for the preceding Distribution
      Date over the aggregate Class Principal Balance (or Component Principal Balance)
      of the Group 2 Certificates (or related Component thereof) after giving effect
      to distributions on that preceding Distribution Date


    
      
        
        

      

      
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    GSMC
      or
Purchaser:
      Goldman
      Sachs Mortgage Company, a New York limited partnership, and its successors
      in
      interest and assigns.

    


    Holder
      or
Certificateholder:
      The
      person in whose name a Certificate is registered in the Certificate Register,
      except that, solely for the purpose of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of the Depositor or any
      affiliate of the Depositor shall be deemed not to be Outstanding and the
      Percentage Interest evidenced thereby shall not be taken into account in
      determining whether the requisite amount of Percentage Interests necessary
      to
      effect such consent has been obtained; provided,
      however,
      that if
      any such Person (including the Depositor) owns 100% of the Percentage Interests
      evidenced by a Class of Certificates, such Certificates shall be deemed to
      be
      Outstanding for purposes of any provision of this Agreement that requires the
      consent of the Holders of Certificates of a particular Class as a condition
      to
      the taking of any action hereunder. The Securities Administrator is entitled
      to
      rely conclusively on a certification of the Depositor or any affiliate of the
      Depositor in determining which Certificates are registered in the name of an
      affiliate of the Depositor.

    


    IndyMac:
      IndyMac
      Bank, F.S.B., and its successors in interest and assigns.

    


    IndyMac
      Mortgage Loans:
      The
      Mortgage Loans acquired by the Purchaser pursuant to the IndyMac Sale
      Agreement.

    


    IndyMac
      Sale Agreement:
      The
      Second Amended and Restated Master Mortgage Loan Purchase Agreement dated as
      of
      March 1, 2006, as amended by Amendment No. 1 dated as of June 1, 2006, as
      supplemented by Trade Confirmation dated April 18, 2006, in each case between
      IndyMac and GSMC and as each may be modified by the related Assignment
      Agreements.

    


    IndyMac
      Servicing Agreement:
      The
      Amended and Restated Servicing Agreement dated as of November 1, 2005, as
      supplemented by Trade Confirmation dated April 18, 2006, in each case between
      IndyMac and GSMC and as each may be modified by the related Assignment
      Agreements.

    


    Initial
      Optional Termination Date:
      The
      first Distribution Date on which the aggregate Scheduled Principal Balance
      of
      the Mortgage Loans, as of the last day of the related Due Period, is equal
      to
      10.00% or less of the Scheduled Principal Balance of the Mortgage Loans as
      of
      the Cut-off Date.

    


    Insurance
      Proceeds:
      With
      respect to each Mortgage Loan, proceeds of insurance policies insuring the
      Mortgage Loan or the related Mortgaged Property.


    
      
        
        

      

      
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    Interest
      Accrual Period:
      With
      respect to any Distribution Date, and each Class of Certificates, the calendar
      month preceding the month in which such Distribution Date occurs, calculated
      on
      the basis of a 360-day year consisting of twelve thirty-day months..


    


    Investment
      Account:
      As
      defined in Section 3.02(a) hereof.

    


    Item
      1119 Party:
      The
      Depositor, the Master Servicer, the Trustee, any Servicer, any subservicer
      and
      any originator identified in the Prospectus Supplement.

    


    Lender
      Paid Mortgage Insurance Rate:
      If so
      provided on the Mortgage Loan schedule, the per annum rate that represents
      the
      portion of the interest payment due from the related borrower that will be
      used
      by the related Servicer to pay the premium for any required Primary Mortgage
      Insurance Policy.

    


    LIBOR:
      With
      respect to any Interest Accrual Period for the LIBOR Certificates, the rate
      determined by the Securities Administrator on the related LIBOR Determination
      Date on the basis of the offered rate for one month U.S. dollar deposits as
      such
      rate appears on Bloomberg Terminal Reuters Screen LIBOR01 Page as of 11:00
      a.m.
      (London time) on such date; provided
      that if
      such rate does not appear on the Bloomberg Terminal, the rate for such date
      will
      be determined on the basis of the rates at which one-month U.S. dollar deposits
      are offered by the Reference Banks at approximately 11:00 a.m. (London time)
      on
      such date to prime banks in the London interbank market. In such event, the
      Securities Administrator shall request the principal London office of each
      of
      the Reference Banks to provide a quotation of its rate. If at least two such
      quotations are provided, the rate for that date will be the arithmetic mean
      of
      the quotations (rounded upwards if necessary to the nearest whole multiple
      of
      1/16%). If fewer than two quotations are provided as requested, the rate for
      that date will be the arithmetic mean of the rates quoted by major banks in
      New
      York City, selected by the Securities Administrator (after consultation with
      the
      Depositor), at approximately 11:00 a.m. (New York City time) on such date for
      one-month U.S. dollar deposits of leading European banks. The establishment
      of
      LIBOR by the Securities Administrator and the Securities Administrator’s
      subsequent calculations based thereon, in the absence of manifest error, shall
      be final and binding. Except as otherwise set forth herein, absent manifest
      error, the Securities Administrator may conclusively rely on quotations of
      LIBOR
      as such quotations appear on Bloomberg Terminal Reuters Screen LIBOR01
      Page.

    


    LIBOR
      Certificates:
      [Reserved]

    


    LIBOR
      Determination Date:
      [Reserved] 

    


    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.

    


    Liquidated
      Mortgage Loan:
      A
      Mortgage Loan for which the applicable Servicer has determined that it has
      received all amounts that it expects to recover from or on account of the
      Mortgage Loan, whether from Insurance Proceeds, Liquidation Proceeds, the
      liquidation of any assets pledged for the further security of such Mortgage
      Loan
      in addition to the Mortgaged Property or otherwise.


    
      
        
        

      

      
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    Liquidation
      Principal:
      For any
      Distribution Date, the principal portion of Liquidation Proceeds received with
      respect to each Mortgage Loan that became a Liquidated Mortgage Loan during
      the
      calendar month preceding the month of the Distribution Date

    


    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
      Group:
      The
      Group 1 Mortgage Loans or the Group 2 Mortgage Loans, as
      applicable.

    


    London
      Business Day:
      Any day
      on which dealings in deposits of United States dollars are transacted in the
      London interbank market.

    


    Master
      Servicer:
      Wells
      Fargo Bank, and if a successor master servicer is appointed hereunder, such
      successor. So long as Wells Fargo Bank shall be the Master Servicer, if Wells
      Fargo Bank shall resign or be terminated as Master Servicer under this
      Agreement, Wells Fargo Bank shall simultaneously resign or be terminated as
      Securities Administrator.

    


    Master
      Servicer Account:
      The
      Eligible Account created pursuant to Section 3.01(a) hereof. So long as Wells
      Fargo Bank shall be both the Master Servicer and the Securities Administrator,
      the Master Servicer Account shall be the same account as, or a sub-account
      of,
      the Certificate Account, as described in the definition of “Certificate Account”
as provided in Section 3.01(a) hereof.

    


    Master
      Servicer Event of Default:
      As
      defined in Section 9.04 hereof.

    


    Master
      Servicer Float Period:
      With
      respect to any Distribution Date and each Mortgage Loan, the period commencing
      three (3) Business Days immediately preceding such Distribution Date and ending
      on such Distribution Date.

    


    Master
      Servicing Fee:
      All
      income and gain, or a portion thereof, realized from the investment of funds
      in
      the Master Servicer Account.

    


    MERS:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

    


    MERS
      Loan:
      Any
      Mortgage Loan registered with MERS on the MERS System.

    


    MERS
      System:
      The
      system of recording transfers of mortgages electronically maintained by
      MERS.


    
      
        
        

      

      
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    Monthly
      Advance:
      As
      defined in the applicable Servicing Agreement.

    


    Monthly
      Statement:
      The
      statement made available to the Certificateholders pursuant to Section 4.02
      hereof.

    


    Moody’s:
      Moody’s
      Investors Service, Inc. If Moody’s is designated as a Rating Agency in the
      Preliminary Statement, for purposes of Section 12.05(b) hereof the address
      for
      notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street,
      New York, New York 10007, Attention: Residential Mortgage Pass-Through Group,
      or
      such other address as Moody’s may hereafter furnish to the Depositor and the
      Master Servicer.

    


    Mortgage:
      The
      mortgage, deed of trust or other instrument identified on the Mortgage Loan
      Schedule as securing a Mortgage Note.

    


    Mortgage
      File:
      The
      items pertaining to a particular Mortgage Loan contained in either the Servicing
      File or Custodial File.

    


    Mortgage
      Interest Rate:
      The
      annual rate of interest borne on a Mortgage Note with respect to each Mortgage
      Loan.

    


    Mortgage
      Loan:
      An
      individual Mortgage Loan which is the subject of a Sale Agreement and a
      Servicing Agreement, each Mortgage Loan originally sold and subject to any
      Sale
      Agreement being identified on the Mortgage Loan Schedule, which Mortgage Loan
      includes without limitation the Mortgage File, the Servicing File, the Scheduled
      Payments, Principal Prepayments, Prepayment Premiums, Liquidation Proceeds,
      Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds and all
      other rights, benefits, proceeds and obligations arising from or in connection
      with such Mortgage Loan.

    


    Mortgage
      Loan Documents:
      The
      mortgage loan documents pertaining to each Mortgage Loan.

    


    Mortgage
      Loan Schedule:
      A
      schedule of Mortgage Loans annexed to this Agreement as Schedule I (which shall
      be delivered to the Custodian in an electronic format acceptable to the
      Custodian), such schedule setting forth the following information with respect
      to each Mortgage Loan: (1) the Seller’s Mortgage Loan number; (2) the address,
      city, state and zip code of the Mortgaged Property; (3) a code indicating
      whether the Mortgagor is self-employed; (4) a code indicating whether the
      Mortgaged Property is owner-occupied, investment property or a second home;
      (5)
      a code indicating whether the Mortgaged Property is a single-family residence,
      two-family residence, three-family residence, four-family residence,
      condominium, manufactured housing or planned unit development; (6) the purpose
      of the Mortgage Loan; (7) the type of Mortgage Loan; (8) the Mortgage Interest
      Rate at origination; (9) the current Mortgage Interest Rate; (10) the name
      of
      the applicable Servicer; (11) the applicable Servicing Fee Rate; (12) the
      current Scheduled Payment; (13) the original term to maturity; (14) the
      remaining term to maturity; (15) the principal balance of the Mortgage Loan
      as
      of the Cut-off Date after deduction of payments of principal due on or before
      the Cut-off Date whether or not collected; (16) the LTV at origination and
      if
      the Mortgage Loan has a second lien, combined LTV at origination; (17) the
      actual principal balance of the Mortgage Loan as of the Cut-off Date; (18)
      social security number of the Mortgagor; (19) a code indicating whether the
      Mortgage Loan had a second lien at origination; (20) if the Mortgage Loan has
      a
      second lien, combined loan balance as of the Cut-off Date; (21) a code
      indicating whether the Mortgaged Property is a leasehold estate; (22) the due
      date of the Mortgage Loan; (23) whether the Mortgage Loan is insured by a
      Primary Mortgage Insurance Policy and the name of the insurer; (24) the
      certificate number of the Primary Mortgage Insurance Policy; (25) the amount
      of
      coverage of the Primary Mortgage Insurance Policy, and if it is a lender-paid
      Primary Mortgage Insurance Policy, the premium rate; (26) the type of appraisal;
      (27) a code indicating whether the Mortgage Loan is a MERS Loan; (28)
      documentation type (including asset and income type); (29) first payment date;
      (30) the schedule of the payment delinquencies in the prior 12 months; (31)
      FICO
      score; (32) the Mortgagor’s name; (33) the stated maturity date; (34) the
      original principal amount of the Mortgage Loan; (35) the name of the Custodian;
      and (36) a code indicating whether the Mortgage Loan is a Group 1 Mortgage
      Loan
      or a Group 2 Mortgage Loan. With respect to the Mortgage Loans in the aggregate:
      (1) the number of Mortgage Loans; (2) the current aggregate outstanding
      principal balance of the Mortgage Loans; (3) the weighted average Mortgage
      Interest Rate of the Mortgage Loans; and (4) the weighted average maturity
      of
      the Mortgage Loans.


    
      
        
        

      

      
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    Mortgaged
      Property:
      The
      real property (or leasehold estate, if applicable) identified on the Mortgage
      Loan Schedule as securing repayment of the debt evidenced by a Mortgage Note.
      

    


    Mortgagor:
      The
      obligor on a Mortgage Note.

    


    Net
      Deferred Interest:
      With
      respect to any Loan Group and any Distribution Date, the excess, if any, of
      the
      aggregate Deferred Interest that accrued on the related Mortgage Loans during
      the related Due Period, over the sum of (i) the amount of Principal Prepayments
      received on the Mortgage Loans during the Prepayment Period related to that
      Distribution Date and (ii) interest received on the Mortgage Loans in excess
      of
      the Accrued Certificate Interest for all Classes of Offered Certificates (other
      than the Residual Certificates).

    


    Net
      Monthly Excess Cash Flow:
      For any
      Distribution Date the amount remaining for distribution pursuant to Section
      4.01(a)(iii) hereof (before giving effect to distributions pursuant to such
      section).

    


    Net
      Prepayment Interest Shortfall:
      For any
      Distribution Date, the amount by which the sum of the Prepayment Interest
      Shortfalls exceeds the sum of the Compensating Interest payments made on such
      Distribution Date.

    


    Net
      Principal Prepayment Amount:
      For any
      Distribution Date and any Loan Group, the excess, if any, of the Principal
      Prepayment Amount for that Loan Group over the aggregate amount of Deferred
      Interest accrued on the Mortgage Loans in that Loan Group from the Due Date
      in
      the preceding Due Period to the Due Date in the Due Period related to that
      Distribution Date. 

    


    Net
      Rate:
      With
      respect to each Mortgage Loan, the interest rate of such Mortgage Loan less
      the
      Servicing Fee Rate applicable to such Mortgage Loan (and the Lender Paid
      Mortgage Insurance Rate for such Mortgage Loan, if applicable). For purposes
      of
      calculating the Certificate Rates of the REMIC Interests and Certificates,
      the
      Net Rate of a Mortgage Loan shall be calculated without regard to any
      modification, waiver or amendment of the interest rate of the Mortgage Loan,
      whether agreed to by any Servicer or resulting from a bankruptcy, insolvency
      or
      similar proceeding involving the related Mortgagor. Further, in the case of
      any
      Distribution Date and any Mortgage Loan that has a first payment date after
      the
      first day of the related Due Period, the Net Rate of such Mortgage Loan shall
      be
      treated as zero for purposes of calculating the Certificate Rates of the REMIC
      Interests and the Certificates.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    Net
      WAC Rate:
      With
      respect to any Distribution Date and each Loan Group, the per annum rate equal
      to a fraction (i) the numerator of which is the sum, for each Mortgage Loan
      in such Loan Group, of the product of (x) the Net Rate in effect for such
      Mortgage Loan as of the beginning of the related Due Period and (y) the
      Scheduled Principal Balance of such Mortgage Loan as of the beginning of the
      related Due Period (after taking into account scheduled payments of principal
      on
      such date), and (ii) the denominator of which is the aggregate Scheduled
      Principal Balance of the Mortgage Loans in such Loan Group as of the beginning
      of the related Due Period.

    


    NIM
      Issuer:
      [Reserved].

    


    NIM
      Securities:
      [Reserved].

    


    NIM
      Trustee:
      [Reserved].

    


    Non
      Permitted Transferee:
      As
      defined in Section 8.12(e) hereof.

    


    Nonrecoverable
      Delinquency Advance:
      Any
      Delinquency Advance previously made or proposed to be made in respect of a
      Mortgage Loan or REO Property that, in the good faith business judgment of
      the
      applicable Servicer (in accordance with the related Servicing Standard set
      forth
      in the related Servicing Agreement), the Master Servicer or any successor Master
      Servicer including the Trustee, as applicable, will not or, in the case of
      a
      proposed Delinquency Advance, would not be ultimately recoverable from related
      late payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds
      on such Mortgage Loan or REO Property as provided herein.

    


    Nonrecoverable
      Servicing Advance:
      Any
      Servicing Advance previously made or proposed to be made in respect of a
      Mortgage Loan or REO Property, which, in the good faith business judgment of
      the
      applicable Servicer (in accordance with the related Servicing Standard set
      forth
      in the related Servicing Agreement), the Master Servicer or any successor Master
      Servicer including the Trustee, as applicable, will not or, in the case of
      a
      proposed Servicing Advance, would not, be ultimately recoverable from related
      Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
      otherwise.

    


    Notice
      of Final Distribution:
      The
      notice to be provided pursuant to Section 11.02 hereof to the effect that final
      distribution on any of the Certificates shall be made only upon presentation
      and
      surrender thereof.

    


    Offered
      Certificates:
      The
      Senior Certificates and the Subordinate Certificates.


    
      
        
        

      

      
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    Officer’s
      Certificate:
      A
      certificate signed by the Chairman of the Board or the Vice Chairman of the
      Board or the President or a Vice President or an Assistant Vice President and
      by
      the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
      Secretaries of any Servicer or any Seller, and delivered to the Trustee and
      the
      Securities Administrator, as required by any Servicing Agreement or Sale
      Agreement or, in the case of any other Person, signed by an authorized officer
      of such Person.

    


    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be in house counsel for the applicable
      Servicer, reasonably acceptable to the Trustee and/or the Securities
      Administrator, as applicable (and/or such other Persons as may be set forth
      herein); provided
      that any
      Opinion of Counsel relating to (a) qualification of any Trust REMIC or (b)
      compliance with the REMIC Provisions, must be (unless otherwise stated in such
      Opinion of Counsel) an opinion of counsel who (i) is in fact independent of
      the
      applicable Servicer or the Master Servicer of the Mortgage Loans, (ii) does
      not
      have any material direct or indirect financial interest in the applicable
      Servicer or the Master Servicer of the Mortgage Loans or in an affiliate of
      either and (iii) is not connected with the applicable Servicer or the Master
      Servicer of the Mortgage Loans as an officer, employee, director or person
      performing similar functions.

    


    Outstanding:
      With
      respect to the Certificates as of any date of determination, all Certificates
      theretofore executed and authenticated under this Agreement except:

    


    (i) Certificates
      theretofore canceled by the Securities Administrator or delivered to the
      Securities Administrator for cancellation; and

    


    (ii) Certificates
      in exchange for which or in lieu of which other Certificates have been executed
      and delivered by the Securities Administrator pursuant to this
      Agreement.

    


    Outstanding
      Mortgage Loan:
      As of
      any Due Date, a Mortgage Loan with a Scheduled Balance greater than zero which
      was not the subject of a Principal Prepayment in full prior to such Due Date
      and
      which did not become a Liquidated Mortgage Loan prior to such Due
      Date.

    


    Ownership
      Interest:
      With
      respect to any Residual Certificate, any ownership interest in such Certificate
      including any interest in such Certificate as the Holder thereof and any other
      interest therein, whether direct or indirect, legal or beneficial.

    


    Par
      Value:
      An
      amount equal to the greater of (a) the sum of (1) 100% of the unpaid principal
      balance of the Mortgage Loans (other than Mortgage Loans related to REO
      Properties), (2) interest accrued and unpaid on the Mortgage Loans, (3) any
      unreimbursed Delinquency Advances, fees and expenses of the Master Servicer,
      the
      Securities Administrator and the Trustee and (4) with respect to any REO
      Property, the lesser of (x) the appraised value of each REO Property, as
      determined by the higher of two appraisals completed by two independent
      appraisers selected by the Master Servicer or its designee, and (y) the unpaid
      principal balance of each Mortgage Loan related to any REO Property, and (b)
      the
      sum of (1) the aggregate unpaid Class Principal Balance of each Class of
      Certificates then outstanding, (2) interest accrued and unpaid on the
      Certificates and (3) any unreimbursed Delinquency Advances, fees and expenses
      of
      the Master Servicer, the Securities Administrator and the
      Trustee.


    
      
        
        

      

      
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    Pass-Through
      Rate:
      For
      each Class of Certificates and each REMIC I Regular Interest, the per
      annum
      rate set
      forth or calculated in the manner described in the Preliminary
      Statement.

    


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

    


    Percentage
      Interest:
      With
      respect to any Certificate to which principal is assigned as of the Closing
      Date, the percentage interest evidenced thereby in distributions required to
      be
      made on the related Class, such percentage interest being set forth on the
      face
      thereof or equal to the percentage obtained by dividing the Denomination of
      such
      Certificate by the aggregate of the Denominations of all Certificates of the
      same Class. 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:
      Any one
      or more of the following obligations or securities acquired at a purchase price
      of not greater than par, regardless of whether issued by the Servicer, the
      Trustee, the Securities Administrator or any of their respective
      Affiliates:

    


    (i) direct
      obligations of, or obligations fully guaranteed as to timely payment of
      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) demand
      and time deposits in, certificates of deposit of, or bankers’ acceptances (which
      shall each have an original maturity of not more than ninety (90) days and,
      in
      the case of bankers’ acceptances, shall in no event have an original maturity of
      more than 365 days or a remaining maturity of more than thirty (30) days)
      denominated in United States dollars and issued by any Depository Institution
      and rated F1+ by Fitch, P-1 by Moody’s and A-1+ by S&P;

    


    (iii) repurchase
      obligations with respect to any security described in clause (i) above entered
      into with a Depository Institution (acting as principal);

    


    (iv) securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America or any state thereof
      and that are rated by each Rating Agency that rates such securities in its
      highest long-term unsecured rating categories at the time of such investment
      or
      contractual commitment providing for such investment;

    


    (v) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than thirty (30) days after the date of acquisition thereof) that is rated
      by
      each Rating Agency that rates such securities in its highest short-term
      unsecured debt rating available at the time of such investment;


    
      
        
        

      

      
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    (vi) units
      of
      money market funds, including money market funds advised by the Depositor,
      the
      Securities Administrator or the Trustee or an Affiliate thereof, that have
      been
      rated “Aaa” by Moody’s, “AAAm” or “AAAm-G” by Standard & Poor’s and, if
      rated by Fitch, at least “AA” by Fitch; and

    


    (vii) if
      previously confirmed in writing to the Securities Administrator, any other
      demand, money market or time deposit, or any other obligation, security or
      investment, as may be acceptable to the Rating Agencies as a permitted
      investment of funds backing “Aaa” or “AAA” rated securities;

    


    provided,
      however,
      that no
      instrument described hereunder shall evidence either the right to receive (a)
      only interest with respect to the obligations underlying such instrument or
      (b)
      both principal and interest payments derived from obligations underlying such
      instrument and 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.

    


    Permitted
      Transferee:
      Any
      Person other than (i) the United States, any State or political subdivision
      thereof, or any agency or instrumentality of any of the foregoing, (ii) a
      foreign government, international organization or any agency or instrumentality
      of either of the foregoing, (iii) an organization (except certain farmers’
cooperatives described in Section 521 of the Code) which is exempt from tax
      imposed by Chapter 1 of the Code (including the tax imposed by Section 511
      of
      the Code on unrelated business taxable income) on any excess inclusions (as
      defined in Section 860E(c)(1) of the Code) with respect to any Residual
      Certificate, (iv) rural electric and telephone cooperatives described in Section
      1381(a)(2)(C) of the Code, (v) a Person that is not a U.S. Person or a U.S.
      Person with respect to whom income from a Residual Certificate is attributable
      to a foreign permanent establishment or fixed base (within the meaning of an
      applicable income tax treaty) of such Person or any other U.S. Person, (vi)
      an
“electing large partnership” within the meaning of Section 775 of the Code and
      (vii) any other Person so designated by the Depositor based upon an Opinion
      of
      Counsel that the Transfer of an Ownership Interest in a Residual Certificate
      to
      such Person may cause any Trust REMIC to fail to qualify as a REMIC at any
      time
      that the Certificates are outstanding. The terms “United States,” “State” and
“international organization” shall have the meanings set forth in Section 7701
      of the Code or successor provisions. A corporation will not be treated as an
      instrumentality of the United States or of any State or political subdivision
      thereof for these purposes if all of its activities are subject to tax and,
      with
      the exception of the Freddie Mac, a majority of its board of directors is not
      selected by such government unit.

    


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

    


    Physical
      Certificates:
      The
      Class R and Class RC Certificates.


    
      
        
        

      

      
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    Preliminary
      Statement:
      The
      preliminary statement to this Agreement.

    


    Prepayment
      Interest Shortfall:
      With
      respect to any Remittance Date, the sum of, for each Mortgage Loan that was
      during the related Prepayment Period the subject of a Principal Prepayment
      that
      was applied by the related Servicer to reduce the outstanding principal balance
      of such Mortgage Loan on a date preceding the Due Date in the succeeding
      Prepayment Period, an amount equal to the difference between (i) one full
      month’s interest at the applicable Mortgage Interest 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.

    


    Prepayment
      Period:
      With
      respect to any Distribution Date, and the Mortgage Loans serviced by (a) Avelo
      and RFC, the 16th
      day of
      the prior month through the 15th
      day of
      the month in which such Distribution Date occurs and (b) the other Servicers,
      the calendar month preceding the month in which that Distribution Date occurs,
      unless otherwise specified in the applicable Servicing Agreement.

    


    Prepayment
      Premium:
      Any
      prepayment premium, penalty or charge, if any, required under the terms of
      the
      related Mortgage Loan to be paid in connection with a Principal Prepayment,
      to
      the extent permitted by law.

    


    Primary
      Mortgage Insurance Policy:
      Any
      policy of primary mortgage guaranty insurance issued by an insurance company,
      FHA Insurance or a VA Guaranty with respect to any Mortgage Loan.

    


    Principal
      Prepayment Amount:
      For any
      Distribution Date and any Loan Group, the sum, for all of the Mortgage Loans
      in
      such Loan Group, of all Payoffs and Curtailments that were received during
      the
      related Prepayment Period.

    


    Private
      Certificates:
      The
      Class B-6, Class B-7, Class B-8, Class P-1 and Class P-2
      Certificates.

    


    Prospectus
      Supplement:
      The
      Prospectus Supplement dated October 26, 2007, to the Prospectus dated February
      13, 2007, relating to the Offered Certificates.

    


    PTCE:
      Prohibited Transaction Class Exemption, issued by the U.S. Department of
      Labor.

    


    PUD:
      A
      planned unit development.

    


    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 Mortgage Interest 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.


    
      
        
        

      

      
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    Purchaser
      or
GSMC:
      Goldman
      Sachs Mortgage Company, a New York limited partnership, and its successors
      in
      interest and assigns.

    


    Rating
      Agency:
      Each of
      S&P and Moody’s. If such organization or a successor is no longer in
      existence, “Rating Agency” shall be such nationally recognized statistical
      rating organization, or other comparable Person, as is designated by the
      Depositor, notice of which designation shall be given to the Trustee and the
      Securities Administrator. References herein to a given rating or rating category
      of a Rating Agency shall mean such rating category without giving effect to
      any
      modifiers. For purposes of Section 12.05(b) hereof, the addresses for notices
      to
      each Rating Agency shall be the address specified therefor in the definition
      corresponding to the name of such Rating Agency, or such other address as either
      such Rating Agency may hereafter furnish to the Depositor and the Master
      Servicer.

    


    Realized
      Loss(es):
      With
      respect to any date of determination and any Liquidated Mortgage Loan, the
      amount, if any, by which (a) the unpaid principal balance of such Liquidated
      Mortgage Loan together with accrued and unpaid interest thereon exceeds (b)
      the
      Liquidation Proceeds with respect thereto net of the expenses incurred by the
      related Servicer in connection with the liquidation of such Liquidated Mortgage
      Loan and net of any amount of unreimbursed Servicing Advances with respect
      to
      such Liquidated Mortgage Loan.

    


    Record
      Date:
      With
      respect to any Distribution Date, the close of business on the last Business
      Day
      of the related Interest Accrual Period; provided,
      however,
      that
      for any Definitive Certificate issued pursuant to Section 5.02(e) hereof, the
      Record Date shall be the close of business on the last Business Day of the
      month
      immediately preceding the month in which the related Distribution Date
      occurs.

    


    Reference
      Bank:
      As
      defined in Section 4.04 hereof.

    


    Regular
      Certificates:
      All
      Classes of Certificates other than the Residual Certificates.

    


    Regular
      Interests:
      Any
      REMIC I Regular Interests or REMIC II Regular Interests.

    


    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 5.02(b) hereof.


    
      
        
        

      

      
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    Relief
      Act Interest Shortfall:
      With
      respect to any Distribution Date and any Mortgage Loan, any reduction in the
      amount of interest collectible on such Mortgage Loan for the most recently
      ended
      Due Period as a result of the application of the Servicemembers Civil Relief
      Act, as amended, or any similar state or local law.

    


    REMIC:
      A “real
      estate mortgage investment conduit” within the meaning of Section 860D of the
      Code.

    


    REMIC
      Provisions:
      Provisions of the federal income tax law relating to real estate mortgage
      investment conduits, which appear at Sections 860A through 860G of Subchapter
      M
      of Chapter 1 of the Code, and related provisions, and regulations promulgated
      thereunder, as the foregoing may be in effect from time to time as well as
      provisions of applicable state laws.

    


    REMIC
      Interests:
      Each
      Class of Regular Interests and the Class RC and Class R
      Certificates.

    


    REMIC
      I:
      One of
      the real estate mortgage investment conduits created in the Trust, the assets
      of
      which consist of the Mortgage Loans.

    


    REMIC
      I Regular Interests:
      The
      regular interests issued by REMIC I as specified in the Preliminary
      Statement.

    


    REMIC
      II:
      One of
      the real estate mortgage investment conduits created in the Trust, the assets
      of
      which consist of the Certificate Account and the REMIC I Regular
      Interests.

    


    REMIC
      II Regular Interests:
      The
      regular interests issued by REMIC II, consisting of the Certificates (other
      than
      the Residual Certificates and the Class P Certificates).

    


    Remittance
      Date:
      With
      respect to any Distribution Date and (a) Avelo, the 18th day (or if such 18th
      day is not a Business Day, the first Business Day immediately preceding such
      18th day) of the month in which such Distribution Date occurs; (b) IndyMac,
      the
      18th day (or if such 18th day is not a Business Day, the first Business Day
      immediately following such 18th day) of the month in which such Distribution
      Date occurs; and (c) RFC, the fourth Business Day after
      the
      15th day of the month in which such Distribution Date occurs.

    


    REO
      Disposition:
      The
      final sale by a Servicer of any REO Property.

    


    REO
      Property:
      A
      Mortgaged Property acquired by the Trust Fund through foreclosure or
      deed-in-lieu of foreclosure in connection with a defaulted Mortgage
      Loan.

    


    Reportable
      Event:
      As
      defined in Section 13.02 hereof.

    


    Reporting
      Party:
      The
      Depositor, any Originator, the Master Servicer, any Servicer, any originator
      defined in the Prospectus Supplement, any swap or corridor contract
      counterparty, any credit enhancement provider described herein and any other
      material transaction party (excluding the Trustee and Custodian) as may be
      mutually agreed between the Depositor and the Master Servicer from time to
      time
      for the purpose of complying with the requirements of the
      Commission.


    
      
        
        

      

      
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    Reporting
      Servicer:
      As
      defined in Section 13.04 hereof.

    


    Reporting
      Subcontractor:
      With
      respect to the Master Servicer or the Securities Administrator, any
      Subcontractor determined by such Person pursuant to Section 13.08(b) hereof
      to
      be “participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB. References to a Reporting Subcontractor shall refer only to
      the
      Subcontractor of such Person and shall not refer to Subcontractors
      generally.

    


    Residual
      Certificates:
      The
      Class R and Class RC Certificates.

    


    Responsible
      Officer:
      When
      used with respect to the Securities Administrator or the Master Servicer, any
      vice president, any assistant vice president, any assistant secretary, any
      assistant treasurer, any associate or any other officer of the Securities
      Administrator or the Master Servicer, customarily performing functions similar
      to those performed by any of the above designated officers who at such time
      shall be officers to whom, with respect to a particular matter, such matter
      is
      referred because of such officer’s knowledge of and familiarity with the
      particular subject and who shall have direct responsibility for the
      administration of this Agreement. When used with respect to the Trustee, any
      officer of the Trustee having direct responsibility for the administration
      of
      this transaction, or to whom corporate trust matters are referred because of
      that officer’s knowledge of and familiarity with the particular
      subject.

    


    Reuters
      Screen LIBOR01 Page:
      The
      display page currently so designated on the Bridge Telerate Service (or any
      other page as may replace that page on that service for the purpose of
      displaying comparable rates or prices).

    


    RFC:
      Residential Funding Company, LLC, a Delaware limited liability company, and
      its
      successors in interest and assigns.

    


    RFC
      Mortgage Loans:
      The
      Mortgage Loans acquired by the Purchaser pursuant to the RFC Sale
      Agreement.

    


    RFC
      Sale Agreement:
      The
      Standard Terms and Provisions of Sale and Servicing Agreement, dated as of
      September 29, 2005, amended by Amendment No. 1 dated as of June 26, 2006,
      Amendment No. 2 dated as of October 6, 2006, Amendment No. 3 dated as of
      December 28, 2006 and Amendment No. 4 dated as of March 15, 2007 of which that
      certain Regulation AB Compliance Addendum forms a part, as supplemented by
      the
      Reference Agreements dated April 27, 2007, in each case between RFC and GSMC
      and
      as each may be modified by the related Assignment Agreements.

    


    Rule
      144A:
      Rule
      144A under the Securities Act.

    


    Rule
      144A Letter:
      As
      defined in Section 5.02(b) hereof.

    


    Sale
      Agreement:
      Each of
      the IndyMac Sale Agreement, the RFC Sale Agreement and the Goldman Conduit
      Sale
      Agreement.


    
      
        
        

      

      
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    Sarbanes-Oxley
      Certification:
      As
      defined in Section 13.06 hereof.

    


    Scheduled
      Payment:
      With
      respect to each Mortgage Loan, the minimum scheduled payment to be paid on
      each
      Due Date under the terms of the related mortgage note, net of any servicing
      fees.

    


    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
      Act:
      The
      Securities Act of 1933, as amended.

    


    Securities
      Administrator:
      Wells
      Fargo Bank, and if a successor securities administrator is appointed hereunder,
      such successor. So long as Wells Fargo Bank shall be the Securities
      Administrator, if Wells Fargo Bank shall resign or be terminated as Securities
      Administrator under this Agreement, Wells Fargo Bank shall simultaneously resign
      or be terminated as Master Servicer.

    


    Securities
      Administration Fee:
      All
      income and gain, or a portion thereof, realized from the investment of funds
      in
      the Certificate Account after payment of the Trustee Fee.

    


    Seller:
      Each of
      IndyMac and RFC, each in its capacity as seller under the applicable Sale
      Agreement. With respect to the Goldman Conduit Mortgage Loans, the
      Purchaser.

    


    Senior
      Certificates:
      The
      Group 1 Certificates, the Group 2 Certificates and the Residual
      Certificates.

    


    Senior
      Liquidation Amount:
      For any
      Distribution Date and any Loan Group, shall equal the aggregate, for each
      Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during
      the calendar month preceding the month of that Distribution Date, of the lesser
      of (i) the applicable Senior Percentage of the Scheduled Principal Balance
      of that Mortgage Loan and (ii) the applicable Senior Prepayment Percentage
      of the Liquidation Principal derived from such Mortgage Loan.

    


    Senior
      Percentage:
      For any
      Distribution Date and any Loan Group, shall equal the lesser of (a) 100%
      and (b) the sum of the Class Principal Balance or Component Principal
      Balance (immediately before such Distribution Date) of the Senior Certificates
      related to such Loan Group, divided by the aggregate Scheduled Principal Balance
      of the Mortgage Loans in such Loan Group as of the Due Date in the prior
      calendar month, after giving effect to the Scheduled Payments due on that Due
      Date (whether or not received).


    
      
        
        

      

      
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    Senior
      Prepayment Amount:
      For any
      Distribution Date and any Loan Group, the product of (i) the applicable
      Senior Prepayment Percentage and (ii) the Principal Prepayment Amount for
      such Loan Group received during the related Prepayment Period.

    


    Senior
      Prepayment Percentage:
      For
      each Distribution Date and any Loan Group, the applicable Senior Percentage
      for
      such Distribution Date, plus
      the
      percentage of the Subordinate Percentage for the applicable Loan Group or Loan
      Groups identified below for the period during which such Distribution Date
      occurs:

    


    
      	
              Distribution
                Date

            	 	
              Percent
                of Applicable

              Subordinate
                Percentage

            
	
              November
                2007 through October 2017

            	 	
              100%

            
	
              November
                2017 through October 2018

            	 	
               
                70%

            
	
              November
                2018 through October 2019

            	 	
               
                60%

            
	
              November
                2019 through October 2020

            	 	
               
                40%

            
	
              November
                2020 through October 2021

            	 	
               
                20%

            
	
              November
                2021 and thereafter

            	 	
               
                  0%

            


    

    


    provided,
      however,
      that,
      (i) on any Distribution Date, if the Senior Percentage for any Loan Group for
      such Distribution Date exceeds the initial Senior Percentage of such Loan Group
      as of the Closing Date, then the Senior Prepayment Percentage for each Loan
      Group and that Distribution Date shall equal 100%; (ii) if before the
      Distribution Date in November 2010, (x) the combined Subordinate Percentage
      for all Loan Groups for such Distribution Date is greater than or equal to
      twice
      the combined Subordinate Percentage as of the Closing Date and (y) the
      aggregate amount of Realized Losses realized on the Mortgage Loans in all Loan
      Groups (in the aggregate) is less than or equal to 10% of the initial aggregate
      Class Principal Balance of the Subordinate Certificates, then the Senior
      Prepayment Percentage for each Loan Group for such Distribution Date shall
      equal
      the Senior Percentage for such Loan Group plus 50% of the related Subordinate
      Percentage for that Distribution Date; and (iii) if on or after the
      Distribution Date in November 2010, (x) the combined Subordinate Percentage
      for all Loan Groups for such Distribution Date is greater than or equal to
      twice
      the combined Subordinate Percentage as of the Closing Date and (y) the
      aggregate amount of Realized Losses realized on the Mortgage Loans in all Loan
      Groups (in the aggregate) is less than or equal to 15% of the initial aggregate
      Class Principal Balance of the Subordinate Certificates, then the Senior
      Prepayment Percentage for each Loan Group for such Distribution Date shall
      equal
      the Senior Percentage for such Loan Group for such Distribution Date; and
provided,
      further,
      that if
      the Delinquency/Loss Test is not satisfied as of the respective Distribution
      Date, the Senior Prepayment Percentage for each Loan Group for the related
      Distribution Date shall equal 100%. If on any Distribution Date the allocation
      to the Senior Certificates in the percentage required would reduce the sum
      of
      the Class Principal Balances of the Senior Certificates related to a Loan Group
      below zero, the Senior Prepayment Percentage for such Distribution Date and
      such
      Loan Group shall be limited to the percentage necessary to reduce such sum
      to
      zero.


    
      
        
        

      

      
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    Senior
      Support Certificate:
      Any
      Class A-2 Certificate.

    


    Senior
      Support Component:
      Each of
      the Class 1A-2 and 2A-2 Components of the Class A-2 Certificate. 

    


    Servicer:
      Each of
      Avelo, IndyMac and RFC, in its capacity as servicer under the related Servicing
      Agreement, or any successor servicer appointed pursuant to such Servicing
      Agreement.

    


    Servicing
      Advances:
      As
      defined in the related Servicing Agreement.

    


    Servicing
      Agreement:
      Each of
      the Avelo Servicing Agreement, the IndyMac Servicing Agreement and the RFC
      Sale
      Agreement.

    


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

    


    Servicing
      Fee:
      As
      defined in the related Servicing Agreement.

    


    Servicing
      Fee Rate:
      With
      respect to each Mortgage Loan, the per
      annum
      rate for
      such Mortgage Loan specified on the Mortgage Loan Schedule.

    


    Servicing
      File:
      As
      defined in the applicable Servicing Agreement.

    


    Servicing
      Function Participant:
      Any
      Subservicer, Subcontractor or any other Person, other than each Servicer, the
      Master Servicer, the Trustee, the Securities Administrator and any Custodian,
      that is performing activities addressed by the Servicing Criteria.

    


    Similar
      Law:
      As
      defined in Section 5.02(b) hereof.

    


    Sixty-Plus
      Delinquency Percentage:
      With
      respect to any Distribution Date on or after the Stepdown Date, the quotient
      (expressed as a percentage) of (x) the rolling three month average of the
      aggregate unpaid principal balance of the Mortgage Loans that are sixty (60)
      days delinquent or more, including Mortgage Loans in foreclosure, all REO
      Properties and Mortgage Loans where the Mortgagor has filed for bankruptcy,
      and
      (y) the aggregate unpaid principal balance of the Mortgage Loans, as of the
      last
      day of the related Due Period.

    


    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.


    
      
        
        

      

      
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    Standard
      & Poor’s or S&P:
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc. If Standard & Poor’s is designated as a Rating Agency in the
      Preliminary Statement, for purposes of Section 12.05(b) hereof the address
      for
      notices to Standard & Poor’s shall be Standard & Poor’s, 55 Water
      Street, New York, New York 10041, Attention: Residential Mortgage Surveillance
      Group - GSR Mortgage Loan Trust 2007-OA2, or such other address as Standard
      & Poor’s may hereafter furnish to the Depositor and the Master
      Servicer.

    


    Startup
      Day:
      The
      Closing Date.

    


    Step
      1
      Assignment Agreement:
      Each of
      the (i) Assignment, Assumption and Recognition Agreement, dated as of October
      1,
      2007, between the Purchaser, Avelo and the Depositor; (ii) Assignment,
      Assumption and Recognition Agreement, dated as of October 1, 2007, between
      the
      Purchaser, IndyMac and the Depositor; and (iii) Assignment, Assumption and
      Recognition Agreement, dated as of October 1, 2007, between the Purchaser,
      RFC
      and the Depositor.

    


    Step
      2
      Assignment Agreement:
      Each of
      the (i) Assignment, Assumption and Recognition Agreement, dated as of October
      1,
      2007, between the Depositor, the Master Servicer and the Trustee (regarding
      the
      Mortgage Loans serviced by Avelo); (ii) Assignment, Assumption and Recognition
      Agreement, dated as of October 1, 2007, between the Depositor, the Master
      Servicer, the Trustee and IndyMac; and (iii) Assignment, Assumption and
      Recognition Agreement, dated as of October 1, 2007, between the Depositor,
      the
      Master Servicer, the Trustee and RFC.

    


    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 the Master Servicer, any
      Servicer, any subservicer or the Securities Administrator, as the case may
      be.

    


    Subordinate
      Certificates:
      The
      Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class B-7
      and
      Class B-8 Certificates.

    


    Subordinate
      Percentage:
      For any
      Distribution Date and any Loan Group, (x) 100% minus
      (y) the
      Senior Percentage for such Loan Group.

    


    Subordinate
      Principal Distribution Amount:
      For any
      Distribution Date and any Loan Group, (x) the sum of the Principal Payment
      Amount, the Net Principal Prepayment Amount and the Liquidation Principal for
      such Loan Group minus
      (y) the Senior Principal Distribution Amount for such Loan Group,
minus
      (z)
      Crossover Amounts, if any, allocable to principal paid to the Senior
      Certificates related to the other Loan Group.


    
      
        
        

      

      
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    Subordination
      Levels:
      With
      respect to any Class of Subordinate Certificates on any specified date, the
      percentage obtained by dividing the sum of the Class Principal Balances of
      all
      Classes of Subordinate Certificates that are subordinate to that Class by the
      sum of the Class Principal Balances of all Classes of Certificates as of such
      date, before giving effect to distributions and allocations of Realized Losses
      to the Certificates on such date.

    


    Subsequent
      Recoveries:
      With
      respect to any Distribution Date and any Mortgage Loan, amounts received in
      respect of principal on such Mortgage Loan during the related Prepayment Period
      which have previously been allocated as a Realized Loss to a Class of
      Certificates.

    


    Substitution
      Adjustment Amount:
      With
      respect to any Servicing Agreement in which substitution is permitted, or with
      respect to a Mortgage Loan substituted by the Purchaser, an amount of cash
      received from the applicable Servicer or the Purchaser, as applicable, in
      connection with a substitution for a Deleted Mortgage Loan.

    


    Super
      Senior Certificates:
      The
      Class 1A-1 and Class 2A-1 Certificates.

    


    Tax
      Matters Person:
      The
      Person designated as “tax matters person” in the manner provided under Treasury
      regulation § 1.860F-4(d) and temporary Treasury regulation §301.6231(a)(7)1T.
      Initially, the Tax Matters Person shall be the Securities
      Administrator.

    


    Terminating
      Purchase:
      The
      purchase of all Mortgage Loans and each REO Property owned by the Trustee on
      behalf of the Trust Fund pursuant to Section 11.01 hereof.

    


    Termination
      Price:
      The
      greater of (i) Par Value and (ii) the Fair Market Value Price.

    


    Total
      Monthly Excess Spread:
      [Reserved].

    


    Transaction
      Documents:
      This
      Trust Agreement, the Assignment Agreements and any other document or agreement
      entered into in connection with the Trust Fund, the Certificates or the Mortgage
      Loans.

    


    Transfer:
      Any
      direct or indirect transfer or sale of any Ownership Interest in a Residual
      Certificate.

    


    Transfer
      Affidavit:
      As
      defined in Section 5.02(c)(ii) hereof.

    


    Transferor
      Certificate:
      As
      defined in Section 5.02(b) hereof.

    


    Trust:
      The
      express trust created under Section 2.01(c) hereof.

    


    Trust
      Fund:
      The
      corpus of the Trust created hereunder consisting of (i) the Mortgage Loans
      and
      all Scheduled Payments due thereon after the Cut-off Date and all principal
      prepayments collected with respect to the Mortgage Loans and paid by a Mortgagor
      on or after the Cut-off Date; (ii) the Certificate Account, and all amounts
      deposited therein pursuant to the applicable provisions of this Agreement;
      (iii)
      property that secured a Mortgage Loan and has been acquired by foreclosure,
      deed-in-lieu of foreclosure or otherwise; (iv) the rights of the Trustee on
      behalf of the Trust Fund under the Step 2 Assignment Agreements (including,
      without limitation, any rights conveyed therein to enforce the obligations
      of a
      Relevant Party under the respective Sale Agreement (including, without
      limitation, the rights to enforce a Relevant Party’s repurchase obligations with
      respect to any First Payment Default Mortgage Loan, subject to the limitations
      provided under Section 2.02 hereof)); (v) all proceeds of the conversion,
      voluntary or involuntary, of any of the foregoing. The Trust Fund created
      hereunder is referred to as the GSR Mortgage Loan Trust 2007-OA2.



    
      
        
        

      

      
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    Trust
      REMIC:
      Either
      of REMIC I or REMIC II.

    


    Trustee:
      Deutsche Bank, and its successors in interest and assigns, and, if a successor
      trustee is appointed hereunder, such successor.

    


    Trustee
      Fee:
      The
      annual fee paid to the Trustee as compensation for its activities under this
      Agreement, as specified in Section 8.06 herein.

    


    Underwriters’
      Exemption:
      Any
      exemption listed in footnote 1 of, and amended by, Prohibited Transaction
      Exemption 2007-5, 72 Fed. Reg. 13,130 (March 20, 2007), or any successor
      exemption.

    


    U.S.
      Person:
      (i) A
      citizen or resident of the United States; (ii) a corporation (or entity treated
      as a corporation for tax purposes) created or organized in the United States
      or
      under the laws of the United States or of any State thereof, including, for
      this
      purpose, the District of Columbia; (iii) a partnership (or entity treated as
      a
      partnership for tax purposes) organized in the United States or under the laws
      of the United States or of any State thereof, including, for this purpose,
      the
      District of Columbia (unless provided otherwise by future Treasury regulations);
      (iv) an estate whose income is includible in gross income for United States
      income tax purposes regardless of its source; or (v) a trust, if a court within
      the United States is able to exercise primary supervision over the
      administration of the trust and one or more U.S. Persons have authority to
      control all substantial decisions of the trust. Notwithstanding the last clause
      of the preceding sentence, to the extent provided in Treasury regulations,
      certain trusts in existence on August 20, 1996, and treated as U.S. Persons
      prior to such date, may elect to continue to be U.S. Persons.

    


    Voting
      Rights:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate. As of any date of determination, (a) 1% of all Voting Rights
      shall be allocated to the Class P Certificates, if any (such Voting Rights
      to be
      allocated among the Holders of Certificates of such Class in accordance with
      their respective Percentage Interests), and (b) the remaining Voting Rights
      shall be allocated among Holders of the each Class of Offered Certificates
      in
      proportion to the Certificate Balances of their respective Certificates on
      such
      date.

    


    Wells
      Fargo Bank:
      Wells
      Fargo Bank, N.A., a national banking association, and its successors in interest
      and assigns.


    
      
        
        

      

      
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    ARTICLE
      II

     

    CONVEYANCE
      OF DEPOSITOR’S INTEREST IN TRUST FUND;

    REPRESENTATIONS
      AND WARRANTIES

    


    Section
      2.01 Conveyance
      of Mortgage Loans.
      (a) The
      Depositor, concurrently with the execution and delivery hereof, hereby sells,
      transfers, assigns, sets over and otherwise conveys to the Trustee for the
      benefit of the Certificateholders, without recourse, all the right, title and
      interest of the Depositor in and to the Trust Fund.

    


    (a) In
      connection with the transfer and assignment of each Mortgage Loan, the Depositor
      has delivered or caused to be delivered to the applicable Custodian on behalf
      of
      the Trustee for the benefit of the Certificateholders the following documents
      or
      instruments with respect to each applicable Mortgage Loan so
      assigned:

    


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

    


    (ii) The
      original Assignment of Mortgage in blank, unless the Mortgage Loan is a MERS
      Loan;

    


    (iii) personal
      endorsement, surety and/or guaranty agreements executed in connection with
      all
      non individual Mortgage Loans (corporations, partnerships, trusts, estates,
      etc.
      (if any);

    


    (iv) the
      related original Mortgage and evidence of its recording or a certified copy
      of
      the Mortgage with evidence of recording;

    


    (v) originals
      of any intervening Mortgage assignment or certified copies in either case
      necessary to show a complete chain of title from the original mortgagee to
      the
      seller and evidencing recording; provided
      that
      except in the case of the Goldman Conduit Mortgage Loans, the assignment may
      be
      in the form of a blanket assignment or assignments, a copy of which with
      evidence of recording shall be acceptable;

    


    (vi) originals
      of all assumption, modification, consolidation or extension agreements or
      certified copies thereof, in either case with evidence of recording if required
      to maintain the lien of the mortgage or if otherwise required, or, if
      recordation is not required, an original or copy of the agreement; provided
      that in
      the case of the Goldman Conduit Mortgage Loans, an original with evidence of
      recording thereon is always required;

    


    (vii) if
      applicable to the files held by the Custodian, an original or copy of a title
      insurance policy or evidence of title;

    


    (viii) to
      the
      extent applicable, an original power of attorney;


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    (ix) for
      each
      Mortgage Loan (if applicable to the files held by the Custodian) with respect
      to
      which the Mortgagor’s name as it appears on the note does not match the
      borrower’s name on the Mortgage Loan Schedule, one of the following: the
      original of the assumption agreement, or a certified copy thereof, in either
      case with evidence of recording thereon if required to maintain the lien of
      the
      mortgage or if otherwise required, or, if recordation is not so required, an
      original or copy of such assumption agreement;

    


    (x) if
      applicable to the files held by the Custodian, a security agreement, chattel
      mortgage or equivalent document executed in connection with the Mortgage, if
      any; and

    


    (xi) with
      respect to each Mortgage Loan, the complete Custodial File including all items
      as set forth in the applicable Servicing Agreement to the extent in the
      possession of the Depositor or the Depositor’s Agents.

    


    The
      Depositor shall deliver or cause each Seller to deliver to the applicable
      Custodian the applicable recorded document promptly upon receipt from the
      respective recording office but in no event later than 120 days from the Closing
      Date.

    


    From
      time
      to time, pursuant to the applicable Sale Agreement, the Seller may forward
      to
      the Custodian additional original documents, additional documents evidencing
      an
      assumption, modification, consolidation or extension of a Mortgage Loan, in
      accordance with the terms of the applicable Sale Agreement. All such mortgage
      documents held by the Custodian as to each Mortgage Loan shall constitute the
      “Custodial
      File.”
      

    


    On
      or
      prior to the Closing Date, the Depositor shall deliver to the Custodian
      Assignments of Mortgages (except in the case of MERS Loans), in blank, for
      each
      applicable Mortgage Loan. On the Closing Date, the Trustee shall provide a
      written request to each Seller to submit the Assignments of Mortgage for
      recordation, at the Seller’s expense, pursuant to the applicable Sale Agreement.
      The Custodian shall deliver the Assignment of Mortgages to be submitted for
      recordation to the applicable Seller upon receipt of a written request for
      release in standard and customary form as set forth in Exhibit
      L.

    


    On
      or
      prior to the Closing Date, the Depositor shall deliver to the Custodian and
      the
      Master Servicer a copy of the Mortgage Loan Schedule in electronic, machine
      readable medium in a form mutually acceptable to the Depositor, the Custodian,
      the Master Servicer and the Trustee.

    


    In
      the
      event that such original or copy of any document submitted for recordation
      to
      the appropriate public recording office is not so delivered to the applicable
      Custodian within the time period and in the manner specified in the applicable
      Sale Agreement, the Trustee shall take or cause to be taken such remedial
      actions under the Sale Agreement against the applicable Seller as may be
      permitted to be taken thereunder, including without limitation, if applicable,
      the repurchase by the applicable Seller of such Mortgage Loan. The foregoing
      repurchase remedy shall not apply in the event that the Seller cannot deliver
      such original or copy of any document submitted for recordation to the
      appropriate public recording office within the specified period due to a delay
      caused by the recording office in the applicable jurisdiction; provided
      that the
      applicable Seller shall instead deliver a recording receipt of such recording
      office or, if such recording receipt is not available, an officer’s certificate
      of an officer of the applicable Seller, confirming that such document has been
      accepted for recording.


    
      
        
        

      

      
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    Notwithstanding
      anything to the contrary contained in this Section 2.01, in those instances
      where the public recording office retains or loses the original Mortgage or
      assignment after it has been recorded, the obligations of the Seller shall
      be
      deemed to have been satisfied upon delivery by the Seller to the Custodian
      prior
      to the Closing Date of a copy of such Mortgage or assignment, as the case may
      be, certified (such certification to be an original thereof) by the public
      recording office to be a true and complete copy of the recorded original
      thereof.

    


    (b) The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust (the
“Trust”)
      to be
      known, for convenience, as “GSR Mortgage Loan Trust 2007-OA2” and Deutsche Bank
      is hereby appointed as Trustee in accordance with the provisions of this
      Agreement.

    


    (c) It
      is the
      policy and intention of the Trust that none of the Mortgage Loans included
      in
      the Trust is (a) covered by the Home Ownership and Equity Protection Act of
      1994, or (b) considered a “high cost home,” “threshold,” “predatory” or
“covered” loan (excluding “covered home loans” as defined under clause (1) of
      the definition of “covered home loans” in the New Jersey Home Ownership Security
      Act of 2002) under applicable state, federal or local laws.

    


    (e) [Reserved].

    


    Section
      2.02 Acceptance
      by the Custodian of the Mortgage Loans; Assignments to the
      Trustee.
      (a) The
      Custodian acknowledges receipt of the documents identified in the Initial
      Certification related to it, subject to any exceptions listed on the exception
      report attached thereto, in the form annexed hereto as Exhibit
      E
      (or such
      other form pursuant to any separate custodial agreement related to the Mortgage
      Loans), and declares that it holds and will hold such documents and the other
      documents delivered to it pursuant to Section 2.01, and that it holds or will
      hold such other assets as are included in the Trust Fund, in trust for the
      exclusive use and benefit of all present and future Certificateholders. Deutsche
      Bank, as Custodian, shall hold in its possession and custody at 1761 East St.
      Andrew Place, Santa Ana, California 92705 (or such other location as the
      Custodian may designate in writing), all of the Custodian’s Mortgage Files
      delivered from time to time by the applicable Servicer to the
      Custodian.

    


    Prior
      to
      and as a condition to the Closing, the Custodian shall deliver via facsimile
      (with original to follow the next Business Day) to the Depositor an Initial
      Certification prior to the Closing Date, or as the Depositor agrees to, on
      the
      Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage,
      subject to any exceptions listed on the exception report attached thereto,
      for
      each Mortgage Loan. The Custodian shall not be responsible for verifying the
      validity, sufficiency or genuineness of any document in any Custodial
      File.


    
      
        
        

      

      
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    On
      the
      Closing Date, the Custodian shall ascertain that all documents required to
      be
      delivered to it on or prior to the Closing Date are in its possession, subject
      to any exceptions listed on the exception report attached thereto, and shall
      deliver to the Depositor and the Trustee an Initial Certification, in the form
      annexed hereto as Exhibit
      E,
      and
      shall deliver to the Depositor and the Trustee a Document Certification and
      Exception Report, in the form annexed hereto as Exhibit
      F,
      within
      ninety (90) days after the Closing Date to the effect that, as to each
      applicable Mortgage Loan listed in the Mortgage Loan Schedule (other than any
      Mortgage Loan paid in full or any Mortgage Loan specifically identified in
      such
      certification as an exception and not covered by such certification): (i) all
      documents required to be delivered to it are in its possession; (ii) such
      documents have been reviewed by it and appear regular on their face and relate
      to such Mortgage Loan; (iii) based on its examination and only as to the
      foregoing documents, as to Deutsche Bank, the information set forth in items
      2,
      8, 33, and 34 of the Mortgage Loan Schedule respecting such Mortgage Loan is
      correct; and (iv) each Mortgage Note has been endorsed as provided in Section
      2.01 of this Agreement. The Custodian shall not be responsible for verifying
      the
      validity, sufficiency or genuineness of any document in any Custodial
      File.

    


    The
      Custodian shall retain possession and custody of each applicable Custodial
      File
      in accordance with and subject to the terms and conditions set forth
      herein.

    


    The
      Custodian shall notify the Trustee of any Mortgage Loans that do not conform
      to
      the requirements of Sections 2.01 and 2.02 hereof by delivery of the Document
      Certification and Exception Report. In its capacity as “Assignee” under the Step
      2 Assignment Agreements, the Trustee shall enforce the obligation of the Sellers
      to cure or repurchase Mortgage Loans that do not conform to such requirements
      as
      determined in the Custodian’s review as required herein, or based upon
      notification from the Master Servicer (who shall be entitled to rely on
      information regarding any such defaults by a Seller that has been provided
      by
      the applicable Servicer for purposes of providing such notification to the
      Trustee), by notifying the applicable Seller to correct or cure such default.
      

    


    (b) In
      its
      capacity as “Assignee” under the Step 2 Assignment Agreements, the Trustee shall
      also enforce the obligation of the Sellers under the Sale Agreements, and to
      the
      extent applicable, of any Servicer under the Servicing Agreements, and of the
      Purchaser under the Step 1 Assignment Agreements to cure or repurchase Mortgage
      Loans for which there is a defect or a breach of a representation or warranty
      thereunder of which a Responsible Officer of the Trustee has actual knowledge,
      by notifying the applicable party to correct or cure such default; provided
      that
      with respect to any breach of a representation or warranty contained in a Sale
      Agreement regarding a First Payment Default Mortgage Loan, the Trustee shall
      only enforce the obligation of a Relevant Party to repurchase such First Payment
      Default Mortgage Loan pursuant to the terms of the applicable Sale Agreement
      if
      the Trustee is directed to take such action by the Majority Class RC
      Certificateholder (the Majority Class RC Certificateholder, by acceptance of
      the
      Class RC Certificates, shall be deemed to consent to such obligation so to
      direct the Trustee). If any Servicer, any Seller or the Purchaser, as the case
      may be, fails or is unable to correct or cure the defect or breach within the
      period set forth in the applicable agreement, the Trustee shall notify the
      Depositor of such failure to correct or cure. Unless otherwise directed by
      the
      Depositor within five (5) Business Days after notifying the Depositor of such
      failure by the applicable party to correct or cure, the Trustee shall notify
      such party to repurchase the Mortgage Loan. If, within ten (10) Business Days
      of
      receipt of such notice by such party, such party fails to repurchase such
      Mortgage Loan, the Trustee shall notify the Depositor of such failure. The
      Trustee shall pursue all legal remedies available to the Trustee against the
      Servicers, the Sellers and the Purchaser, as applicable, under this Agreement,
      if the Trustee has received written notice from the Depositor directing the
      Trustee to pursue such remedies.


    
      
        
        

      

      
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    Section
      2.03 Execution
      and Delivery of Certificates.
      The
      Trustee acknowledges the transfer and assignment to it of the Trust Fund and,
      concurrently with such transfer and assignment, the Securities Administrator
      has
      executed and delivered to or upon the order of the Depositor, the Certificates
      in authorized denominations evidencing directly or indirectly the entire
      ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and
      exercise the rights referred to above for the benefit of all present and future
      Holders of the Certificates.

    


    Section
      2.04 REMIC
      Matters.
      The
      Preliminary Statement sets forth the designations for federal income tax
      purposes of all interests created hereby. The “Startup
      Day”
for
      purposes of the REMIC Provisions shall be the Closing Date. The “latest possible
      maturity date” is the 36th
      Distribution Date following the latest Mortgage Loan maturity date of any
      Mortgage Loan included in the Trust Fund on the Closing Date.

    


    Section
      2.05 Representations
      and Warranties of the Depositor.
      The
      Depositor hereby represents, warrants and covenants to the Trustee that as
      of
      the date of this Agreement or as of such date specifically provided
      herein:

    


    (a) The
      Depositor is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware;

    


    (b) The
      Depositor has the corporate power and authority to convey the Mortgage Loans
      and
      to execute, deliver and perform, and to enter into and consummate the
      transactions contemplated by, this Agreement;

    


    (c) This
      Agreement has been duly and validly authorized, executed and delivered by the
      Depositor, all requisite corporate action having been taken, and, assuming
      the
      due authorization, execution and delivery hereof by the other parties hereto,
      constitutes or will constitute the legal, valid and binding agreement of the
      Depositor, enforceable against the Depositor in accordance with its terms,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting the
      rights of creditors generally, and by general equity principles (regardless
      of
      whether such enforcement is considered in a proceeding in equity or at
      law);

    


    (d) No
      consent, approval, authorization or order of or registration or filing with,
      or
      notice to, any governmental authority or court is required for the execution,
      delivery and performance of or compliance by the Depositor with this Agreement
      or the consummation by the Depositor of any of the transactions contemplated
      hereby, except as have been made on or prior to the Closing
      Date;


    
      
        
        

      

      
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    (e) None
      of
      the execution and delivery of this Agreement, the consummation of the
      transactions contemplated hereby or thereby, or the fulfillment of or compliance
      with the terms and conditions of this Agreement, (i) conflicts or will conflict
      with or results or will result in a breach of, or constitutes or will constitute
      a default or results or will result in an acceleration under (A) the charter
      or
      bylaws of the Depositor, or (B) any term, condition or provision of any material
      indenture, deed of trust, contract or other agreement or instrument to which
      the
      Depositor or any of its subsidiaries is a party or by which it or any of its
      subsidiaries is bound; (ii) results or will result in a violation of any law,
      rule, regulation, order, judgment or decree applicable to the Depositor of
      any
      court or governmental authority having jurisdiction over the Depositor or its
      subsidiaries; or (iii) results in the creation or imposition of any lien, charge
      or encumbrance which would have a material adverse effect upon the Mortgage
      Loans or any documents or instruments evidencing or securing the Mortgage
      Loans;

    


    (f) There
      are
      no actions, suits or proceedings before or against or investigations of, the
      Depositor pending, or to the knowledge of the Depositor, threatened, before
      any
      court, administrative agency or other tribunal, and no notice of any such
      action, which, in the Depositor’s reasonable judgment, might materially and
      adversely affect the performance by the Depositor of its obligations under
      this
      Agreement, or the validity or enforceability of this Agreement;

    


    (g) The
      Depositor is not in default with respect to any order or decree of any court
      or
      any order, regulation or demand of any federal, state, municipal or governmental
      agency that may materially and adversely affect its performance hereunder;
      and

    


    (h) Immediately
      prior to the transfer and assignment by the Depositor to the Trustee on the
      Closing Date, the Depositor had good title to, and was the sole owner of each
      Mortgage Loan, free of any interest of any other Person, and the Depositor
      has
      transferred all right, title and interest in each Mortgage Loan to the Trustee.
      The transfer of each Mortgage Note and each Mortgage as and in the manner
      contemplated by this Agreement is sufficient either (i) fully to transfer to
      the
      Trustee, for the benefit of the Certificateholders, all right, title, and
      interest of the Depositor thereto as note holder and mortgagee or (ii) to grant
      to the Trustee, for the benefit of the Certificateholders, the security interest
      referred to in Section 12.04 hereof.

    


    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive delivery of the Custodial Files to
      the
      Custodian, and shall inure to the benefit and to
      Certificateholders.

    


    Section
      2.06 Representations
      and Warranties of Deutsche Bank.
      The
      Custodian hereby represents and warrants to the Depositor, the Master Servicer
      and the Trustee, as of the Closing Date:

    


    (a) The
      Custodian is duly organized and is validly existing and in good standing under
      the laws of its jurisdiction of incorporation and is duly authorized and
      qualified to transact any and all business contemplated by this Agreement to
      be
      conducted by the Custodian or is otherwise not required under applicable law
      to
      effect such qualification and, in any event, is in compliance with the doing
      business laws of any such state, to the extent necessary to perform any of
      its
      obligations under this Agreement in accordance with the terms
      thereof.


    
      
        
        

      

      
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    (b) The
      Custodian has the full power and authority to execute, deliver and perform,
      and
      to enter into and consummate the transactions contemplated by this Agreement
      and
      has duly authorized by all necessary action on the part of the Custodian the
      execution, delivery and performance of this Agreement; and this Agreement,
      assuming the due authorization, execution and delivery thereof by the other
      parties thereto, constitutes a legal, valid and binding obligation of the
      Custodian, enforceable against the Custodian in accordance with its terms,
      except that (i) the enforceability thereof may be limited by bankruptcy,
      insolvency, moratorium, receivership and other similar laws relating to
      creditors’ rights generally and (ii) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought.

    


    (c) The
      execution and delivery of this Agreement by the Custodian, the consummation
      of
      any other of the transactions contemplated by this Agreement, and the
      fulfillment of or compliance with the terms thereof are in the ordinary course
      of business of the Custodian and will not result in a material breach of any
      term or provision of the articles of incorporation or by laws of the
      Custodian.

    


    ARTICLE
      III

     

    TRUST
      ACCOUNTS

    


    Section
      3.01 Certificate
      Account. 

    


    (a) The
      Securities Administrator shall establish and maintain the Certificate Account
      on
      behalf of the Certificateholders. So long as Wells Fargo Bank shall be both
      the
      Master Servicer and the Securities Administrator, the Master Servicer Account
      shall be the same account as, or a sub-account of, the Certificate Account.
      The
      amount remitted by each Servicer to the Master Servicer on each Remittance
      Date
      shall be credited to the Certificate Account within two (2) Business Days once
      the amounts are identified as a remittance in connection with the Trust and
      reconciled to the reports provided by the Servicer. The Securities Administrator
      shall establish and maintain the Certificate Account on behalf of the
      Certificateholders. The Master Servicer shall, promptly upon receipt on the
      Business Day received, deposit in the Certificate Account and retain therein
      the
      following:

    


    (i) the
      aggregate amount remitted by the Servicers to the Master Servicer pursuant
      to
      the Servicing Agreements; 

    


    (ii) any
      First
      Payment Default Purchase Price received in respect of the repurchase of a First
      Payment Default Mortgage Loan; and

    


    (iii) any
      other
      amounts deposited hereunder which are required to be deposited in the
      Certificate Account.

    


    In
      the
      event that any Servicer shall remit any amount not required to be remitted
      pursuant to the applicable Servicing Agreement, and such Servicer directs the
      Master Servicer in writing to withdraw such amount from the Certificate Account,
      the Master Servicer shall return such funds to the applicable Servicer. All
      funds deposited in the Certificate Account shall be held by the Securities
      Administrator in trust for the Certificateholders until disbursed in accordance
      with this Agreement or withdrawn in accordance with Section
      4.01.


    
      
        
        

      

      
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    (b) From
      time
      to time, the Securities Administrator may also establish any other accounts
      for
      the purposes of carrying out its duties hereunder.

    


    Section
      3.02 Investment
      of Funds in the Certificate Account.
      (a)
      Other than during the Master Servicer Float Period, the Depositor shall direct
      the investment of funds held in the Certificate Account in one or more Permitted
      Investments. Absent such direction, the Securities Administrator shall invest
      such funds during such period in the Wells Fargo Bank Advantage Prime Investment
      Money Market Fund so long as such fund is a Permitted Investment. The Securities
      Administrator may (but shall not be obligated to) invest funds in the
      Certificate Account during the Master Servicer Float Period (for purposes of
      this Section 3.02, 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 Bank, 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. In the event
      amounts on deposit in an Investment Account are at any time invested in a
      Permitted Investment payable on demand, the Securities Administrator
      may:

    


    
      	 	
              (x)

            	
              consistent
                with any notice required to be given thereunder, demand that payment
                thereon be made on the last day such Permitted Investment may otherwise
                mature hereunder in an amount equal to the lesser of (1) all amounts
                then
                payable thereunder and (2) the amount required to be withdrawn on
                such
                date; and

            


    

    


    
      	 	
              (y)

            	
              demand
                payment of all amounts due thereunder that such Permitted Investment
                would
                not constitute a Permitted Investment in respect of funds thereafter
                on
                deposit in the Investment Account.

            


    

    


    (a) All
      income and gain realized from the investment of funds deposited in the
      Certificate Account held by the Securities Administrator during the Master
      Servicer Float Period shall be subject to the Securities Administrator’s
      withdrawal in the manner set forth in Section 10.05.

    


    (b) Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment, or if a default occurs
      in any other performance required under any Permitted Investment, the Securities
      Administrator shall take such action as may be appropriate to enforce such
      payment or performance, including the institution and prosecution of appropriate
      proceedings. Notwithstanding the foregoing, the Depositor shall be liable to
      the
      Trust for any loss on any investment of funds in the Certificate Account other
      than during the Master Servicer Float Period and the Securities Administrator
      shall be liable to the Trust for any such loss on any funds it has invested
      under this Section 3.02 only during the Master Servicer Float Period, and the
      Depositor or the Securities Administrator, as the case may be, shall deposit
      funds in the amount of such loss in the Certificate Account promptly after
      such
      loss is incurred.


    
      
        
        

      

      
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    (c) The
      Securities Administrator or its Affiliates are permitted to receive additional
      compensation that could be deemed to be in the Securities Administrator’s
      economic self-interest for (i) serving as investment adviser, administrator,
      shareholder, servicing agent, custodian or sub-custodian with respect to certain
      of the Permitted Investments, (ii) using Affiliates to effect transactions
      in
      certain Permitted Investments and (iii) effecting transactions in certain
      Permitted Investments. Such compensation is not payable or reimbursable under
      Section 8.06 of this Agreement.

    


    (d) In
      order
      to comply with laws, rules and regulations applicable to banking institutions,
      including those relating to the funding of terrorist activities and money
      laundering, Deutsche Bank as Trustee and as Custodian is required to obtain,
      verify and record certain information relating to individuals and entities
      which
      maintain a business relationship with Deutsche Bank. Accordingly, each of the
      parties agrees to provide to Deutsche Bank upon its request from time to time
      such party’s complete name, address, tax identification number and such other
      identifying information together with copies of such party’s constituting
      documentation, securities disclosure documentation and such other identifying
      documentation as may be available for such party.

    


    ARTICLE
      IV

     

    DISTRIBUTIONS

    


    Section
      4.01 Priorities
      of Distribution.

    


    (a) In
      accordance with Section 3.01 hereof and subject to the exceptions set forth
      below, on each Distribution Date, the Securities Administrator shall withdraw
      from the Certificate Account the aggregate Available Distribution Amount for
      Loan Group 1 and Loan Group 2 and shall distribute it in the following manner
      and order of priority (and make corresponding allocations for the interests
      in
      each REMIC as described in the Preliminary Statement):

    


    (i) the
      Available Distribution Amount for Loan Group 1 and such Distribution Date shall
      be distributed in the following order of priority:

    


    (A)first,
      pro rata (based
      on
      the Accrued Certificate Interest thereon for such Distribution Date), to the
      Class R, Class RC and Class 1A-1 Certificates and Class 1A-2, Class 1X-PO and
      Class 1X-IO Components, Accrued Certificate Interest thereon for such
      Distribution Date; and


    
      
        
        

      

      
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    (B)second,
      in the
      following order:

    


    (I)
       to
      the
      Class R Certificates, as principal, in an amount up to the Senior Principal
      Distribution Amount for Loan Group 1 for such Distribution Date, until the
      Class
      Principal Balance thereof has been reduced to zero; and then to the Class RC
      Certificates, as principal, in an amount up to the remaining Senior Principal
      Distribution Amount for Loan Group 1 for such Distribution Date, until the
      Class
      Principal Balance thereof has been reduced to zero;

    


    (II) pro
      rata,
      to the
      Class 1A-1 Certificates and Class 1A-2 Component, based on the Class
      Principal Balance and Component Principal Balance, respectively, as principal,
      in an amount up to the remaining Senior Principal Distribution Amount for Loan
      Group 1 for such Distribution Date, until the Class Principal Balance and
      Component Principal Balance thereof have been reduced to zero; and

    


    (III)to
      the
      Class 1X-PO Component (provided such component has a Component Principal
      Balance greater than $0), as principal, in an amount up to the remaining Senior
      Principal Distribution Amount for Loan Group 1 for such Distribution Date,
      until
      the Component Principal Balance thereof has been reduced to zero;

    


    (ii) the
      Available Distribution Amount for Loan Group 2 and such Distribution Date shall
      be distributed in the following order of priority:

    


    (A)first,
      pro
      rata (based
      on
      the Accrued Certificate Interest thereon for such Distribution Date), to the
      Class 2A-1 Certificates and Class 2A-2, Class 2X-PO and Class 2X-IO Components,
      Accrued Certificate Interest thereon for such Distribution Date;
      and

    


    (B)second,
      in the
      following order:

    


    (II)
       pro
      rata,
      to the
      Class 2A-1 Certificates and Class 2A-2 Component, based on the Class
      Principal Balance and Component Principal Balance, respectively, as principal,
      in an amount up to the remaining Senior Principal Distribution Amount for Loan
      Group 2 for such Distribution Date, until the Class Principal Balance and
      Component Principal Balance thereof have been reduced to zero; and

    


    (II)to
      the
      Class 2X-PO Component (provided such component has a Component Principal
      Balance greater than $0), as principal, in an amount up to the remaining Senior
      Principal Distribution Amount for Loan Group 2 for such Distribution Date,
      until
      the Component Principal Balance thereof has been reduced to zero.

    


    (b) Subject
      to the exceptions described below, unless the Class Principal Balance of a
      Class
      of Subordinate Certificates has been previously reduced to zero, the portion
      of
      the Available Distribution Amount for all of the Loan Groups in the aggregate
      remaining after making the distributions described above in Section 4.01(a)
      shall be distributed in the following order of priority:


    
      
        
        

      

      
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    (i) first,
      to
      the Class B-1 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date;

    


    (ii) second,
      to the Class B-1 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the related Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero;

    


    (iii) third,
      to
      the Class B-2 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date;

    


    (iv) fourth,
      to the Class B-2 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the related Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero;

    


    (v) fifth,
      to
      the Class B-3 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date;

    


    (vi) sixth,
      to
      the Class B-3 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the related Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero;

    


    (vii) seventh,
      to the Class B-4 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date;

    


    (viii) eighth,
      to the Class B-4 Certificates, as principal, their pro rata share (based on
      their Class Principal Balance) of the related Subordinate Principal Distribution
      Amount for such Distribution Date, until their Class Principal Balance has
      been
      reduced to zero;

    


    (ix) ninth,
      to
      the Class B-5 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date;

    


    (x) tenth,
      to
      the Class B-5 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the related Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero;

    


    (xi) eleventh,
      to the Class B-6 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date; 


    
      
        
        

      

      
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    (xii) twelfth,
      to the Class B-6 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the related Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero; 

    


    (xiii)
      thirteenth, to the Class B-7 Certificates, Accrued Certificate Interest thereon
      for such Distribution Date;

    


    (xiv) fourteenth,
      to the Class B-7 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the related Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero;

    


    (xv) fifteenth,
      to the Class B-8 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date; 

    


    (xvi) sixteenth,
      to the Class B-8 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the related Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero; and

    


    (xvii) seventeenth,
      to each Class of Certificates in order of seniority (and among Classes of Senior
      Certificates, pro
      rata,
      based
      on the amount of unreimbursed Realized Losses allocated to such Classes), up
      to
      the amount of unreimbursed Realized Losses previously allocated to that Class,
      if any (unless the allocation of Realized Losses has reduced any Class of
      Certificates to zero on a previous Distribution Date, in which case no amounts
      shall be reimbursed to that Class); provided,
      however,
      that
      any amounts distributed pursuant to this paragraph (b)(xvii) shall not cause
      a
      further reduction in the Class Principal Balance of any Class of
      Certificates.

    


    (c)At
      such
      time as all Classes of Certificates have been paid in full and all related
      Realized Losses previously allocated have been reimbursed in full (unless the
      allocation of Realized Losses has reduced any Class of Certificates to zero
      on a
      previous Distribution Date, in which case no amounts shall be reimbursed to
      such
      Class), all remaining amounts shall be distributed to the Class R Certificates
      to the extent attributable to REMIC II and to the Class RC Certificates to
      the
      extent attributable to REMIC I.

    


    (d)[Reserved].

    


    (e)[Reserved].

    


    (f)[Reserved].

    


    (g)Notwithstanding
      the above, if the Subordination Level for any Class of Subordinate Certificates
      on any Distribution Date is less than the Subordination Level on the Closing
      Date for such Class of Certificates (such Class, the “Affected
      Subordinate Certificates”),
      the
      aggregate portion of the Principal Prepayment Amount otherwise payable on such
      Distribution Date to Classes of Subordinate Certificates shall be allocated
      as
      follows:


    
      
        
        

      

      
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    (i) pro
      rata
      (based
      on their respective Class Principal Balances) to each Class of related
      Subordinate Certificates whose Subordination Level equals or exceeds its initial
      Subordination Level and the related Class of Affected Subordinate Certificates
      having the lowest numerical designation, or

    


    (ii) if
      no
      class of related Subordinate Certificates has a Subordination Level equal to
      or
      in excess of its initial Subordination Level, to the related Class of Affected
      Subordinate Certificates having the lowest numerical designation up to an amount
      sufficient to restore its Subordination Level to its initial Subordination
      Level, and then to the related Class of Affected Subordinate Certificates having
      the next lowest numerical designation, in the same manner.

    


    (h)All
      distributions or allocations made with respect to each Class of Certificates
      on
      each Distribution Date shall be allocated pro
      rata
      among
      the outstanding Certificates of such Class based on the outstanding principal
      balance of each such Certificate. Payment shall be made either (1) by check
      mailed to the address of each Certificateholder as it appears in the Certificate
      Register on the Record Date immediately prior to such Distribution Date or
      (2)
      with respect to the Regular Certificates, by wire transfer of immediately
      available funds to the account of a Holder at a bank or other entity having
      appropriate facilities therefor, if such Holder shall have so notified the
      Securities Administrator in writing by the Record Date immediately prior to
      such
      Distribution Date and such Holder is the registered owner of Regular
      Certificates with an initial principal amount of at least $1,000,000. The
      Securities Administrator may charge the Holder a fee for any payment made by
      wire transfer. Final distribution on the Certificates shall be made only upon
      surrender of the Certificates at the offices of the Certificate Registrar set
      forth in the notice of such final distribution.

    


    (i)In
      the
      event that the Mortgage Loans are purchased at the election of the Master
      Servicer pursuant to the terms of Section 11.01 hereof, the Securities
      Administrator shall remit the amount of any Fair Market Value Excess with
      respect to the Mortgage Loans by wire transfer of immediately available funds
      to
      the Holders of the Class RC Certificates in accordance with the instructions
      of
      the applicable Certificateholder.

    


    (j) Any
      amounts remaining in the Certificate Account on any Distribution Date after
      all
      allocations and distributions required to be made by this Trust Agreement have
      been made shall be paid to the Holders of the applicable Residual Certificates
      with respect to the related REMIC.

    


    (k) On
      each
      Distribution Date, all amounts representing Prepayment Premiums from the Group
      1
      Mortgage Loans and Group 2 Mortgage Loans received during the related Prepayment
      Period shall be distributed by the Securities Administrator to the Holders
      of
      the Class P-1 and Class P-2 Certificates, respectively.

    


    (l) On
      any
      Distribution Date, any Relief Act Interest Shortfalls and Net Prepayment
      Interest Shortfalls for such Distribution Date shall be allocated pro
      rata,
      as a
      reduction of the Accrued Certificate Interest for the Senior Certificates and
      the Subordinate Certificates, based on the Accrued Certificate Interest to
      which
      such Classes would otherwise be entitled on such Distribution Date.



    
      
        
        

      

      
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    (m) With
      respect to each Distribution Date and any First Payment Default Purchase Price
      received by or on behalf of the Trustee in connection with the repurchase by
      a
      Seller of a First Payment Default Mortgage Loan that is in an amount greater
      than the amount required to repurchase such First Payment Default Mortgage
      Loan
      from the Trustee pursuant to the provisions of this Trust Agreement, such excess
      amount shall be distributed to the Class RC Certificates.

    


    Section
      4.02 Monthly
      Statements to Certificateholders.
      (a) Not
      later than each Distribution Date, the Securities Administrator shall make
      available to each Certificateholder, the Depositor, the Trustee and each Rating
      Agency a statement based, in part, upon the information provided by the
      Servicers setting forth with respect to the related distribution:

    


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

    


    (ii) the
      Available Distribution Amount and the Principal Prepayment Amount for such
      Distribution Date; 

    


    (iii) the
      amount thereof allocable to principal, separately identifying the aggregate
      amount of any Principal Prepayments and Liquidation Proceeds included
      therein;

    


    (iv) the
      amount of distributions to the Holders of Certificates of each 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;

    


    (v) the
      aggregate amount of the Servicing Fees 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;

    


    (vi) the
      Class
      Principal Balance of each Class of Certificates, the Component Principal Balance
      of the Class 1A-2, Class 2A-2, Class 1X-PO and Class 2X-PO Components, and
      the
      Component Notional Amount of the Class 1X-IO and Class 2X-IO Components after
      giving effect to the distribution of principal on such Distribution
      Date;

    


    (vii) the
      aggregate Scheduled Principal Balance of the Mortgage Loans for the following
      Distribution Date;

    


    (viii) the
      amount of the expenses and fees paid to or retained by the Servicers and paid
      to
      or retained by the Trustee with respect to such Distribution Date;

    


    (ix) if
      any,
      the amount of any Administrative Fees paid to the Master Servicer or Securities
      Administrator with respect to such Distribution Date;

    


    (x) the
      Pass-Through Rate for each such Class of Certificates with respect to such
      Distribution Date;


    
      
        
        

      

      
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    (xi) the
      amount of Delinquency Advances included in the distribution on such Distribution
      Date and the aggregate amount of Delinquency Advances reported by the Servicers
      (and the Master Servicer, the Trustee as successor master servicer and any
      other
      successor master servicer, if applicable) as outstanding as of the close of
      business on the Determination Date immediately preceding such Distribution
      Date;

    


    (xii) the
      number and aggregate Scheduled Principal Balances of Mortgage Loans as reported
      to the Securities Administrator by the applicable Servicer, (i) 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), (ii)
      that
      have become REO property, (iii) as to which foreclosure proceedings have been
      commenced and (iv) as to which the related borrower is subject to a bankruptcy
      proceeding;

    


    (xiii) 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;

    


    (xiv) the
      total
      number and principal balance of any REO Properties (and market value, if
      available) as of the close of business on the Determination Date preceding
      such
      Distribution Date;

    


    (xv) in
      the
      aggregate and for each Class of Certificates, the aggregate amount of Realized
      Losses incurred during the preceding calendar month and aggregate Realized
      Losses through such Distribution Date;

    


    (xvi) 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;

    


    (xvii) the
      Prepayment Premiums collected by or paid by the Servicers;

    


    (xviii) the
      percentage equal to the aggregate realized losses divided by the aggregate
      Scheduled Principal Balance of the Mortgage Loans as of the Cut-off
      Date;

    


    (xix) the
      amount distributed on the Class P Certificates;

    


    (xx) the
      amount of any Subsequent Recoveries for such Distribution Date;

    


    (xxi) updated
      Mortgage Loan information, such as weighted average interest rate, and weighted
      average remaining term; 

    


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

    


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


    
      
        
        

      

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

    


    (xxv) the
      Certificate Rate for each Class of Certificates applicable to such Distribution
      Date.

    


    (b) The
      Securities Administrator’s responsibility for providing the above statement to
      the Certificateholders, each Rating Agency, the Trustee and the Depositor is
      limited to the availability, timeliness and accuracy of the information derived
      from the Master Servicer, the Servicers and the Sellers. The Securities
      Administrator shall provide the above statement via the Securities
      Administrator’s internet website which can be located at www.ctslink.com.
      Assistance in using the website can be obtained by calling the Securities
      Administrator’s investor relations desk at (866) 856-4526. The Securities
      Administrator will also make a paper copy of the above statement available
      upon
      request.

    


    (c) Upon
      request, within a reasonable period of time after the end of each calendar
      year,
      the Securities Administrator shall cause to be furnished to each Person who
      at
      any time during the calendar year was a Certificateholder, a statement
      containing the information set forth in clauses (a)(i), (a)(ii), (a)(iii) and
      (a)(vii) of this Section 4.02 aggregated for such calendar year or applicable
      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 Securities Administrator pursuant to any requirements of the
      Code as from time to time in effect.

    


    The
      Securities Administrator shall be entitled to rely on information provided
      by
      third parties for purposes of preparing the foregoing report, but shall not
      be
      responsible for the accuracy of such information.

    


    Section
      4.03  Allocation
      of Realized Losses and Shortfalls.
      (a) On
      each Distribution Date, Realized Losses realized during the prior calendar
      month
      shall be allocated to reduce the Class Principal Balances of the related
      Subordinate Certificates in reverse numerical order, in each case until the
      Class Principal Balance of each such Class has been reduced to zero. If the
      Class Principal Balances of the Subordinate Certificates have been reduced
      to
      zero, further Realized Losses shall be allocated to the Senior Certificates
      related to the Loan Group in which such Realized Losses occurred, based on
      the
      outstanding Class Principal Balances (or Component Principal Balances, as
      applicable) of such Senior Certificates (or related Components), in each case
      until each such Class Principal Balance (or Component Principal Balance, as
      applicable) has been reduced to zero; provided,
      however,
      that
      Realized Losses otherwise allocable (A) to the Class 1A-1 Certificates shall
      first
      be
      allocated to the Class 1A-2 Component, to reduce the Component Principal Balance
      of each such Component until such Component Principal Balance has been reduced
      to zero, and thereafter
      such
      Realized Losses shall be allocated to the Class 1A-1 Certificates, to reduce
      the
      Certificate Balance of such Class until such Certificate Balance has been
      reduced to zero, (B) to the Class 2A-1 Certificates shall first
      be
      allocated to the Class 2A-2 Component, to reduce the Component Principal Balance
      of each such Component until such Component Principal Balance has been reduced
      to zero, and thereafter
      such
      Realized Losses shall be allocated to the Class 2A-1 Certificates, to reduce
      the
      Certificate Balance of such Class until such Certificate Balance has been
      reduced to zero.


    
      
        
        

      

      
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    Whenever
      Realized Losses are required to be allocated to a Class of Certificates, the
      Realized Loss shall be allocated to Certificates of such Class of the related
      Loan Group or Loan Groups, as the case may be, based on their respective
      outstanding principal amounts.

    


    (b) Interest
      Shortfall.
      Notwithstanding anything herein to the contrary, on each Distribution Date,
      before any distributions are made on the Certificates, any Shortfall with
      respect to any Mortgage Loan shall be allocated to reduce the Accrued
      Certificate Interest on each Class of Senior Certificates related to the Loan
      Group of such Mortgage Loan and each Class of related Subordinate Certificates,
      pro
      rata,
      based
      on the amount of Accrued Certificate Interest otherwise owing to each such
      Class, in the case of the Senior Certificates, and the related Group Subordinate
      Amount, in the case of the Subordinate Certificates, pursuant to clause (i)
      of
      the definition of Accrued Certificate Interest.

    


    (c) Modification
      Losses.
      Notwithstanding anything in the Standard Terms or this Trust Agreement to the
      contrary, in the event that the Mortgage Interest Rate on a Mortgage Loan is
      reduced as a result of a modification, waiver or amendment of the terms of
      such
      Mortgage Loan, whether agreed to by any Servicer or resulting from a bankruptcy,
      insolvency or similar proceeding involving the related Mortgagor, such
      modification, waiver or amendment shall be disregarded for purposes of
      calculating the Certificate Rate on any Class of Certificates. 

    


    (d) Subsequent
      Recoveries.
      With
      respect to any Subsequent Recoveries received with respect to a Mortgage Loan,
      such Subsequent Recoveries shall be treated as a principal prepayment. In
      addition, the Class Principal Balance of each Class of Certificates to which
      Realized Losses have been allocated shall be increased, sequentially in the
      order of payment priority, by the amount of Subsequent Recoveries, but not
      by
      more than the amount of Realized Losses previously allocated to reduce the
      Class
      Principal Balance of such Class.

    


    Notwithstanding
      the foregoing, the Class Principal Balance of each Class of Subordinate
      Certificates that has been previously reduced by Applied Realized Loss Amounts
      shall be increased, in the order of seniority, by the amount of the Subsequent
      Recoveries (but not in excess of the Applied Realized Loss Amount allocated
      to
      the applicable Class of Subordinate Certificates).

    


    Section
      4.04 [Reserved]

    


    Section
      4.05 [Reserved]

    


    Section
      4.06 [Reserved]

    


    Section
      4.07 [Reserved]

    


    Section
      4.08 Crossover
      Amounts.

    


    (a) If,
      on
      any Distribution Date, the aggregate Class Principal Balance of the Group 1
      or
      Group 2 Certificates exceeds the outstanding aggregate principal balance of
      the
      Mortgage Loans in the related Loan Group (such class or classes, the related
      “Affected
      Senior Certificates”),
      then
      future principal payments otherwise allocable to the Subordinate Certificates
      shall be “crossed over” or used to repay principal of the Affected Senior
      Certificates by increasing the Senior Principal Distribution Amount for the
      Loan
      Group related to the Affected Senior Certificates in an amount equal to the
      lesser of (i) the aggregate amount of principal otherwise payable to the
      Subordinate Certificates on such Distribution Date and (ii) the amount required
      to be paid to the Affected Senior Certificates so that their aggregate Class
      Principal Balance is equal to the outstanding aggregate principal balance of
      the
      Mortgage Loans in the related Loan Group. 


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    (b) In
      addition, if, as a result of rapid prepayments, the aggregate Class Principal
      Balance of the Group 1 or Group 2 Certificates has been reduced to zero and
      such
      Senior Certificates are retired, amounts otherwise distributable as principal
      on
      each class of Subordinate Certificates shall instead be distributed as principal
      to the Senior Certificates related to the other Loan Groups which remain
      outstanding, until the Class Principal Balances of the Senior Certificates
      related to such Loan Groups have been reduced to zero. In order for the
      distribution priority described in the foregoing sentence to apply on any
      Distribution Date, it must also be true that either (a) the related Subordinate
      Percentage for that Distribution Date is less than 200% of such Subordinate
      Percentage as of the Cut-Off Date, or (b) the average outstanding principal
      balance of the Mortgage Loans in Loan Group 1 and Loan Group 2 that are
      delinquent 60 days or more (including any such Mortgage Loans in foreclosure
      or
      bankruptcy and REO properties) during the most recent three calendar months
      as a
      percentage of the related Subordinate Percentage is greater than or equal to
      50%.

    


    (c) All
      distributions described in this Section 4.08 shall be made in accordance with
      the priorities set forth in Section 4.01

    


    ARTICLE
      V

     

    THE
      CERTIFICATES

    


    Section
      5.01 The
      Certificates.
      The
      Certificates shall be substantially in the forms attached hereto as exhibits.
      The Certificates shall be issuable in registered form, in the minimum
      denominations, integral multiples in excess thereof (except that one Certificate
      in each Class may be issued in a different amount) and aggregate denominations
      per Class set forth in the Preliminary Statement.

    


    The
      Depositor hereby directs the Securities Administrator to register the Class
      P
      Certificates in the name of the Depositor or its designee. On a date as to
      which
      the Depositor notifies the Securities Administrator, the Depositor hereby
      directs the Securities Administrator to transfer the Class P Certificates in
      the
      name of the NIM Trustee or such other name or names as the Depositor shall
      request, and to deliver the Class P Certificates to the NIM Trustee, or to
      such
      other person or persons as the Depositor shall request.

    


    Subject
      to Section 11.02 respecting the final distribution on the Certificates, on
      each
      Distribution Date the Securities Administrator shall make distributions to
      each
      Certificateholder of record on the preceding Record Date either (x) by wire
      transfer in immediately available funds to the account of such Holder at a
      bank
      or other entity having appropriate facilities therefor as directed by that
      Certificateholder by written wire instructions provided to the Securities
      Administrator or (y), in the event that no wire instructions are provided to
      the
      Securities Administrator, by check mailed by first class mail to such
      Certificateholder at the address of such Holder appearing in the Certificate
      Register.


    
      
        
        

      

      
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    The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      Securities Administrator by an authorized officer. Certificates bearing the
      manual or facsimile signatures of individuals who were, at the time such
      signatures were affixed, authorized to sign on behalf of the Securities
      Administrator shall bind the Securities Administrator, notwithstanding that
      such
      individuals or any of them have ceased to be so authorized prior to the
      authentication and delivery of any such Certificates or did not hold such office
      at the date of such Certificate. No Certificate shall be entitled to any benefit
      under this Agreement, or be valid for any purpose, unless authenticated by
      the
      Securities Administrator by manual signature, and such authentication upon
      any
      Certificate shall be conclusive evidence, and the only evidence, that such
      Certificate has been duly executed and delivered hereunder. All Certificates
      shall be dated the date of their authentication. On the Closing Date, the
      Securities Administrator shall authenticate the Certificates to be issued at
      the
      direction of the Depositor, or any affiliate thereof.

    


    Section
      5.02 Certificate
      Register; Registration of Transfer and Exchange of Certificates.
      (a) The
      Securities Administrator shall maintain, in accordance with the provisions
      of
      Section 5.06, a Certificate Register for the Trust Fund in which, subject to
      the
      provisions of subsections (b) and (c) below and 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. Upon surrender for registration of transfer of any Certificate,
      the Securities Administrator shall execute and deliver, in the name of the
      designated transferee or transferees, one or more new Certificates of the same
      Class and aggregate Percentage Interest.

    


    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Securities Administrator. Whenever
      any
      Certificates are so surrendered for exchange, the Securities Administrator
      shall
      execute, authenticate and deliver the Certificates which the Certificateholder
      making the exchange is entitled to receive. Every Certificate presented or
      surrendered for registration of transfer or exchange shall be accompanied by
      a
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by the Holder thereof or his attorney duly
      authorized in writing. In the event, the Depositor or an Affiliate transfers
      the
      Class P Certificates, or a portion thereof, to another Affiliate, it shall
      notify the Securities Administrator in writing of the affiliated status of
      the
      transferee. The Securities Administrator shall have no liability regarding
      the
      lack of notice with respect thereto.

    


    No
      service charge to the Certificateholders shall be made for any registration
      of
      transfer or exchange of Certificates, but 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 may be required.


    
      
        
        

      

      
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    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled and subsequently destroyed by the Securities Administrator in
      accordance with the Securities Administrator’s customary
      procedures.

    


    (a) No
      transfer of a Private Certificate shall be made unless such transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such state securities laws. Except with respect to (i) the
      initial transfer of the Class P Certificates on the Closing Date, (ii) the
      transfer of the Class P Certificates to the NIM Issuer or the NIM Trustee,
      or
      (iii) a transfer of the Class P Certificates to the Depositor or any Affiliate
      of the Depositor, in the event that a transfer of a Private Certificate which
      is
      a Physical Certificate is to be made in reliance upon an exemption from the
      Securities Act and such laws, in order to assure compliance with the Securities
      Act and such laws, the Certificateholder desiring to effect such transfer shall
      certify to the Securities Administrator in writing the facts surrounding the
      transfer in substantially the form set forth in Exhibit
      H
      (the
“Transferor
      Certificate”)
      and
      either (i) there shall be delivered to the Securities Administrator a letter
      in
      substantially the form of Exhibit
      I-1
      (the
“Rule
      144A Letter”)
      (in
      the case of a Rule 144A Certificate) or (ii) there shall be delivered to the
      Securities Administrator at the expense of the transferor an Opinion of Counsel
      that such transfer may be made without registration under the Securities Act.
      

    


    In
      the
      event that a transfer of a Private Certificate which is a Book-Entry Certificate
      is to be made in reliance upon an exemption from the Securities Act and such
      laws, in order to assure compliance with the Securities Act and such laws,
      the
      Certificateholder desiring to effect such transfer will be deemed to have made
      as of the transfer date each of the certifications set forth in the Transferor
      Certificate in respect of such Certificate and the transferee will be deemed
      to
      have made as of the transfer date each of the certifications set forth in the
      Rule 144A Letter in respect of such Certificate (if the Certificate is a Rule
      144A Certificate), in each case as if such Certificate were evidenced by a
      Physical Certificate. 

    


    The
      Depositor shall provide to any Holder of a Private Certificate and any
      prospective transferee designated by any 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 Certificate without registration thereof
      under the Securities Act pursuant to the registration exemption provided by
      Rule
      144A. The Trustee and the Securities Administrator shall cooperate with the
      Depositor in providing the Rule 144A information referenced in the preceding
      sentence, including providing to the Depositor such information regarding the
      Certificates, the Mortgage Loans and other matters regarding the Trust Fund
      as
      the Depositor shall reasonably request to meet its obligation under the
      preceding sentence. 

    


    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 this 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.


    
      
        
        

      

      
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    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.

    


    Each
      Holder of a Private Certificate desiring to effect such transfer shall, and
      does
      hereby agree to, indemnify the Trustee and the Depositor and each Servicer
      against any liability that may result if the transfer is not so exempt or is
      not
      made in accordance with such federal and state laws.

    


    Except
      with respect to (i) the initial transfer of the Class P Certificates on the
      Closing Date, (ii) the transfer of the Class P Certificates to the NIM Issuer
      or
      the NIM Trustee or (iii) a transfer of the Class P Certificates to the Depositor
      or any Affiliate of the Depositor, no transfer of an ERISA-Restricted
      Certificate shall be made unless the Securities Administrator shall have
      received either (i) a representation from the transferee of such Certificate
      acceptable to and in form and substance satisfactory to the Securities
      Administrator (in the event such Certificate is a Private Certificate or a
      Residual Certificate, such requirement is satisfied only by the Securities
      Administrator’s receipt of a representation letter from the transferee
      substantially in the form of Exhibit
      I-2),
      to the
      effect that such transferee is not an employee benefit plan or arrangement
      subject to Section 406 of ERISA, a plan subject to Section 4975 of the Code
      or a
      plan subject to any Federal, state or local law (“Similar
      Law”)
      materially similar to the foregoing provisions of ERISA or the Code, nor a
      person acting on behalf of any such plan or arrangement nor using the assets
      of
      any such plan or arrangement to effect such transfer (each such investor a
      “Plan”),
      (ii)
      in the case of an ERISA-Restricted Certificate that has been the subject of
      an
      ERISA-Qualifying Underwriting, a representation that the purchaser is an
      insurance company that is purchasing such Certificates with funds contained
      in
      an “insurance company general account” (as such term is defined in Section V(e)
      of Prohibited Transaction Class Exemption (“PTCE”)
      95-60)
      and that the purchase and holding of such Certificates satisfy the requirements
      for exemptive relief under Sections I and III of PTCE 95-60 or (iii) in the
      case
      of any ERISA-Restricted Certificate presented for registration in the name
      of an
      employee benefit plan subject to Title I of ERISA, a plan or arrangement subject
      to Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), or a plan subject to Similar Law, or a trustee of any such plan
      or
      any other person acting on behalf of any such plan or arrangement or using
      such
      plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the
      Securities Administrator and the Depositor, which Opinion of Counsel shall
      not
      be an expense of the Trustee, the Depositor, the Securities Administrator or
      the
      Trust Fund, addressed to the Securities Administrator and the Depositor, to
      the
      effect that the purchase and holding of such ERISA-Restricted Certificate will
      not constitute or result in a non-exempt prohibited transaction within the
      meaning of ERISA, Section 4975 of the Code or any Similar Law and will not
      subject the Trustee, the Depositor, the Master Servicer, any other servicer
      or
      the Securities Administrator to any obligation in addition to those expressly
      undertaken in this Agreement or to any liability. For purposes of the preceding
      sentence, with respect to an ERISA-Restricted Certificate that is not a Private
      Certificate or a Residual Certificate, in the event the representation letter
      referred to in the preceding sentence is not furnished, such representation
      shall be deemed to have been made to the Securities Administrator by the
      transferee’s (including an initial acquirer’s) acceptance of the
      ERISA-Restricted Certificates. In the event that such representation is
      violated, or any attempt is made to transfer to a plan or arrangement subject
      to
      Section 406 of ERISA, a plan subject to Section 4975 of the Code or a plan
      subject to Similar Law, or a person acting on behalf of any such plan or
      arrangement or using the assets of any such plan or arrangement, without such
      Opinion of Counsel, such attempted transfer or acquisition shall be void and
      of
      no effect.


    
      
        
        

      

      
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    No
      transfer of an ERISA-Restricted Trust Certificate shall be made unless the
      Securities Administrator shall have received either a representation from the
      transferee of such ERISA-Restricted Trust Certificate acceptable to and in
      form
      and substance satisfactory to the Securities Administrator to the effect that
      such transferee is not a Plan, or (ii) a representation that the purchase and
      holding of the ERISA-Restricted Trust Certificate satisfy the requirements
      for
      exemptive relief under the statutory exemption for non-fiduciary service
      providers under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the
      Code,
      PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other
      applicable exemption, or in the case of a Plan subject to Similar Law, will
      not
      constitute a non-exempt violation of such Similar Law. In the event such a
      representation letter is not delivered, one of the foregoing representations,
      as
      appropriate, shall be deemed to have been made by the transferee’s (including an
      initial acquirer’s) acceptance of the ERISA-Restricted Trust Certificate. In the
      event that such representation is violated, such transfer or acquisition shall
      be void and of no effect. The Residual Certificates may not be sold to any
      employee benefit plan subject to Title I of ERISA, any plan subject to Section
      4975 of the Code, or any plan subject to any Similar Law or any person investing
      on behalf of or with plan assets of such plan.

    


    The
      Securities Administrator shall have no duty to monitor transfers of beneficial
      interests in any Book-Entry Certificate and shall not be under liability to
      any
      Person for any registration of transfer of any ERISA Restricted Certificate
      that
      is in fact not permitted by this Section 5.02(b) or for making any payments
      due
      on such Certificate to the Holder thereof or taking any other action with
      respect to such Holder under the provisions of this Agreement so long as the
      transfer was registered by the Securities Administrator in accordance with
      the
      foregoing requirements.


    
      
        
        

      

      
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    (b) Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

    


    (i) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator of any change or impending change in its status as a Permitted
      Transferee;

    


    (ii) No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Securities Administrator shall not
      register the Transfer of any Residual Certificate unless, in addition to the
      Certificates required to be delivered to the Securities Administrator under
      subparagraph (b) above, the Securities Administrator shall have been furnished
      with an affidavit (a “Transfer
      Affidavit”)
      of the
      initial owner or the proposed transferee in the form attached hereto as
Exhibit
      G;

    


    (iii) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
      such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
      Person is acting as nominee, trustee or agent in connection with any Transfer
      of
      a Residual Certificate and (C) not to Transfer its Ownership Interest in a
      Residual Certificate or to cause the Transfer of an Ownership Interest in a
      Residual Certificate to any other Person if it has actual knowledge that such
      Person is not a Permitted Transferee;

    


    (iv) Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section 5.02(c) shall be
      absolutely null and void and shall vest no rights in the purported Transferee.
      If any purported transferee shall become a Holder of a Residual Certificate
      in
      violation of the provisions of this Section 5.02(c), then the last preceding
      Permitted Transferee shall be restored to all rights as Holder thereof
      retroactive to the date of registration of Transfer of such Residual
      Certificate. Neither the Securities Administrator nor the Trustee shall have
      any
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by Section 5.02(b) and this Section
      5.02(c) or for making any payments due on such Certificate to the Holder thereof
      or taking any other action with respect to such Holder under the provisions
      of
      this Agreement. The Securities Administrator shall be entitled but not obligated
      to recover from any Holder of a Residual Certificate that was in fact not a
      Permitted Transferee at the time it became a Holder or, at such subsequent
      time
      as it became other than a Permitted Transferee, all payments made on such
      Residual Certificate at and after either such time. Any such payments so
      recovered by the Securities Administrator shall be paid and delivered by the
      Securities Administrator to the last preceding Permitted Transferee of such
      Certificate; and

    


    (v) The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Securities Administrator, all information necessary to compute
      any tax imposed under Section 860E(e) of the Code as a result of a Transfer
      of
      an Ownership Interest in a Residual Certificate to any Holder who is not a
      Permitted Transferee.


    
      
        
        

      

      
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    The
      restrictions on Transfers of a Residual Certificate set forth in this Section
      5.02(c) shall cease to apply (and the applicable portions of the legend on
      a
      Residual Certificate may be deleted) with respect to Transfers occurring after
      delivery to the Securities Administrator of an Opinion of Counsel, which Opinion
      of Counsel shall not be an expense of the Trust Fund, the Trustee, or the
      Securities Administrator, to the effect that the elimination of such
      restrictions will not cause any Trust REMIC to fail to qualify as a REMIC at
      any
      time that the Certificates are outstanding or result in the imposition of any
      tax on the Trust Fund, a Certificateholder or another Person. Each Person
      holding or acquiring any Ownership Interest in a Residual Certificate hereby
      consents to any amendment of this Agreement which, based on an Opinion of
      Counsel furnished to the Securities Administrator, is reasonably necessary
      (a)
      to ensure that the record ownership of, or any beneficial interest in, a
      Residual Certificate is not transferred, directly or indirectly, to a Person
      that is not a Permitted Transferee and (b) to provide for a means to compel
      the
      Transfer of a Residual Certificate which is held by a Person that is not a
      Permitted Transferee to a Holder that is a Permitted Transferee.

    


    (c) The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 5.02 in connection with transfer shall be at the expense of the
      parties to such transfers.

    


    (d) Except
      as
      provided below, the Book-Entry Certificates shall at all times remain registered
      in the name of the Depository or its nominee and at all times: (i) registration
      of the Certificates may not be transferred by the Securities Administrator
      except to another Depository; (ii) the Depository shall maintain book entry
      records with respect to the Certificate Owners and with respect to ownership
      and
      transfers of such Book-Entry Certificates; (iii) ownership and transfers of
      registration of the Book-Entry Certificates on the books of the Depository
      shall
      be governed by applicable rules established by the Depository; (iv) the
      Depository may collect its usual and customary fees, charges and expenses from
      its Depository Participants; (v) the Trustee and the Securities Administrator
      shall deal with the Depository, Depository Participants and indirect
      participating firms as representatives of the Certificate Owners of the
      Book-Entry Certificates for purposes of exercising the rights of Holders under
      this Agreement, and requests and directions for and votes of such
      representatives shall not be deemed to be inconsistent if they are made with
      respect to different Certificate Owners; and (vi) the Securities Administrator
      may rely and shall be fully protected in relying upon information furnished
      by
      the Depository with respect to its Depository Participants and furnished by
      the
      Depository Participants with respect to indirect participating firms and persons
      shown on the books of such indirect participating firms as direct or indirect
      Certificate Owners.

    


    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owner. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners it represents
      or of brokerage firms for which it acts as agent in accordance with the
      Depository’s normal procedures.


    
      
        
        

      

      
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    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
      I-3
      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.

    


    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 I-4 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. Transfers of interests
      in
      any Regulation S Global Security to U.S. persons (as defined in Regulation
      S)
      shall be limited to transfers made pursuant to the provisions of this paragraph.
      


    
      
        
        

      

      
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    If
      (x)
      (i) the Depository or the Depositor advises the Securities Administrator in
      writing that the Depository is no longer willing or able to properly discharge
      its responsibilities as Depository, and (ii) the Securities Administrator or
      the
      Depositor is unable to locate a qualified successor, or (y) the Depositor
      notifies the Depository of its intent to terminate the book entry system through
      the Depository, the Depository Participants holding beneficial interests in
      the
      Book-Entry Certificates agree to initiate such termination, the Securities
      Administrator shall notify all Certificate Owners, through the Depository,
      of
      the occurrence of any such event and of the availability of definitive, fully
      registered Certificates (the “Definitive
      Certificates”)
      to
      Certificate Owners requesting the same. Upon surrender to the Securities
      Administrator of the related Class of Certificates by the Depository,
      accompanied by the instructions from the Depository for registration, the
      Securities Administrator shall issue the Definitive Certificates. Neither the
      Depositor nor the Securities Administrator shall be liable for any delay in
      delivery of such instruction and each may conclusively rely on, and shall be
      protected in relying on, such instructions. The Depositor shall provide the
      Securities Administrator with an adequate inventory of Certificates to
      facilitate the issuance and transfer of Definitive Certificates. Upon the
      issuance of Definitive Certificates all references herein to obligations imposed
      upon or to be performed by the Depository shall be deemed to be imposed upon
      and
      performed by the Securities Administrator, to the extent applicable with respect
      to such Definitive Certificates and the Securities Administrator shall recognize
      the Holders of the Definitive Certificates as Certificateholders hereunder;
      provided
      that the
      Securities Administrator shall not by virtue of its assumption of such
      obligations become liable to any party for any act or failure to act of the
      Depository.

    


    (e) Each
      Private Certificate presented or surrendered for registration of transfer or
      exchange shall be accompanied by a written instrument of transfer and
      accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and all appropriate attachments)
      or W-9 in form satisfactory to the Securities Administrator, duly executed
      by
      the Certificateholder or his attorney duly authorized in writing. Each
      Certificate presented or surrendered for registration of transfer or exchange
      shall be canceled and subsequently disposed of by the Securities Administrator
      in accordance with its customary practice. No service charge shall be made
      for
      any registration of transfer or exchange of Private Certificates, 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 Private Certificates.

    


    Section
      5.03 Mutilated,
      Destroyed, Lost or Stolen Certificates.
      If (a)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate and (b) there is delivered to
      the
      Depositor, the Trustee and the Securities Administrator such security or
      indemnity as may be required by them to hold each of them harmless, then, in
      the
      absence of notice to the Securities Administrator that such Certificate has
      been
      acquired by a protected purchaser, the Securities Administrator shall execute,
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
      and Percentage Interest. In connection with the issuance of any new Certificate
      under this Section 5.03, 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 Securities Administrator) connected therewith. Any replacement
      Certificate issued pursuant to this Section 5.03 shall constitute complete
      and
      indefeasible evidence of ownership, as if originally issued, whether or not
      the
      lost, stolen or destroyed Certificate shall be found at any
      time.


    
      
        
        

      

      
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    Section
      5.04 Persons
      Deemed Owners.
      The
      Trustee, the Depositor, the Securities Administrator and any agent of the
      Depositor, the Securities Administrator or the Trustee may treat the Person
      in
      whose name any Certificate is registered as the owner of such Certificate for
      the purpose of receiving distributions as provided in this Agreement and for
      all
      other purposes whatsoever, and none of the Trustee, the Securities
      Administrator, the Depositor or any agent of the Depositor, the Securities
      Administrator or the Trustee shall be affected by any notice to the
      contrary.

    


    Section
      5.05 Access
      to List of Certificateholders’ Names and Addresses.
      If
      three or more Certificateholders (a) request such information in writing from
      the Securities Administrator, (b) state that such Certificateholders desire
      to
      communicate with other Certificateholders with respect to their rights under
      this Agreement or under the Certificates, and (c) provide a copy of the
      communication which such Certificateholders propose to transmit, or if the
      Depositor or a Servicer shall request such information in writing from the
      Securities Administrator, then the Securities Administrator shall, within ten
      (10) Business Days after the receipt of such request, provide the Depositor,
      such Servicer or such Certificateholders at such recipients’ expense the most
      recent list of the Certificateholders of such Trust Fund held by the Securities
      Administrator, if any. The Depositor and every Certificateholder, by receiving
      and holding a Certificate, agree that the Securities Administrator shall not
      be
      held accountable by reason of the disclosure of any such information as to
      the
      list of the Certificateholders hereunder, regardless of the source from which
      such information was derived.

    


    Section
      5.06 Maintenance
      of Office or Agency.
      The
      Securities Administrator will maintain or cause to be maintained at its expense
      an office or agency or agencies where Certificates may be surrendered for
      registration of transfer or exchange. The Securities Administrator initially
      designates its Corporate Trust Office for such purposes. The Securities
      Administrator will give prompt written notice to the Certificateholders of
      any
      change in such location of any such office or agency.

    


    ARTICLE
      VI

     

    THE
      DEPOSITOR

    


    Section
      6.01 Liabilities
      of the Depositor.
      The
      Depositor shall be liable in accordance herewith only to the extent of the
      obligations specifically and respectively imposed upon and undertaken by it
      herein.


    
      
        
        

      

      
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    Section
      6.02 Merger
      or Consolidation of the Depositor.
      The
      Depositor will keep in full effect its existence, rights and franchises as
      a
      corporation or federally chartered savings bank, as the case may be, under
      the
      laws of the United States or under the laws of one of the states thereof and
      will each obtain and preserve its qualification to do business as a foreign
      corporation in each jurisdiction in which such qualification is or shall be
      necessary to protect the validity and enforceability of this Agreement, or
      any
      of the Mortgage Loans and to perform its respective duties under this
      Agreement.

    


    Any
      Person into which the Depositor may be merged or consolidated, or 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, as the case may be, 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.

    


    Section
      6.03 Limitation
      on Liability of the Depositor and Others.
      Neither
      the Depositor nor any of its directors, officers, employees or agents shall
      be
      under any liability to the Certificateholders for any action taken or for
      refraining from the taking of any action in good faith pursuant to this
      Agreement, or for errors in judgment; provided,
      however,
      that
      this provision shall not protect the Depositor or any such Person against any
      breach of representations or warranties made by it herein or protect the
      Depositor or any such Person from any liability which would otherwise be imposed
      by reasons of willful misfeasance, bad faith or gross negligence in the
      performance of duties or by reason of reckless disregard of obligations and
      duties hereunder. The Depositor and any director, officer, employee or agent
      of
      the Depositor may rely in good faith on any document of any kind prima facie
      properly executed and submitted by any Person respecting any matters arising
      hereunder. The Depositor and any director, officer, employee or agent of the
      Depositor shall be indemnified by the Trust Fund and held harmless against
      any
      loss, liability or expense incurred in connection with any audit, controversy
      or
      judicial proceeding relating to a governmental taxing authority or any legal
      action relating to this Agreement or the Certificates, other than any loss,
      liability or expense incurred by reason of willful misfeasance, bad faith or
      gross negligence in the performance of duties hereunder or by reason of reckless
      disregard of obligations and duties hereunder. The Depositor shall not be under
      any obligation to appear in, prosecute or defend any legal action that is not
      incidental to its respective duties hereunder and which in its opinion may
      involve it in any expense or liability; provided,
      however,
      that
      the Depositor may in its discretion undertake any such action (or direct the
      Trustee to undertake such actions for the benefit of the Certificateholders)
      that it may deem necessary or desirable in respect of this Agreement and the
      rights and duties of the parties hereto and interests of the Trustee and the
      Certificateholders hereunder. In such event, the legal expenses and costs of
      such action and any liability resulting therefrom shall be expenses, costs
      and
      liabilities of the Trust Fund, the Depositor shall be entitled to be reimbursed
      therefor out of the Certificate Account.

    


    Section
      6.04 Servicing
      Compliance Review.
      Promptly upon receipt from each Servicer of its annual statement of compliance
      and accountant’s report described in the applicable Step 2 Assignment Agreement
      the Master Servicer shall furnish a copy thereof to the Depositor. Promptly
      after the Depositor’s receipt thereof, the Depositor shall review the same and,
      if applicable, consult with such Servicer as to the nature of any defaults
      by
      such Servicer in the fulfillment of any of its Servicer’s obligations under the
      applicable Servicing Agreement.


    
      
        
        

      

      
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    ARTICLE
      VII

     

    SERVICER
      DEFAULT

    


    Section
      7.01 Events
      of Default.
      If an
      Event of Default described in any Servicing Agreement shall occur with respect
      to the related Servicer then, and in each and every such case, so long as such
      Event of Default shall not have been remedied, the Master Servicer may, or
      at
      the direction of Certificateholders entitled to a majority of the Voting Rights
      the Master Servicer shall, by notice in writing to the applicable Servicer
      (with
      a copy to each Rating Agency), terminate all of the rights and obligations
      of
      such Servicer under the applicable Servicing Agreement and in and to the
      Mortgage Loans and the proceeds thereof. The Holders of Certificates evidencing
      at least 66% of the Voting Rights of Certificates affected by a Event of Default
      may waive such Event of Default; provided,
      however,
      that
      (a) an Event of Default with respect to any Servicer’s obligation to make
      Advances may be waived only by all of the Holders of the Certificates affected
      by such Event of Default and (b) no such waiver is permitted that would
      materially adversely affect any non consenting Certificateholder. On and after
      the receipt by such Servicer of such written notice of termination, all
      authority and power of such Servicer hereunder or under the applicable Servicing
      Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass
      to and be vested in the Master Servicer. The Master Servicer is hereby
      authorized and empowered to execute and deliver, on behalf of such Servicer,
      as
      attorney-in-fact or otherwise, any and all documents and other instruments,
      and
      to do or accomplish all other acts or things necessary or appropriate to effect
      the purposes of such notice of termination, whether to complete the transfer
      and
      endorsement or assignment of the Mortgage Loans and related documents, or
      otherwise.

    


    Section
      7.02 Master
      Servicer to Act; Appointment of Successor.
      Within
      120 days after the Master Servicer gives, and the applicable Servicer receives
      a
      notice of termination pursuant to Section 7.01, the Master Servicer shall,
      subject to and to the extent provided in Section 7.03, and subject to the rights
      of the Master Servicer to appoint a successor Servicer pursuant to this Section
      7.02, be the successor to such Servicer in its capacity as servicer under the
      applicable Servicing Agreement and the transactions set forth or provided for
      herein and in such Servicing Agreement and shall be subject to all the
      responsibilities, duties and liabilities relating thereto placed on such
      Servicer by the terms and provisions of such Servicing Agreement and applicable
      law including the obligation to make Advances pursuant to such Servicing
      Agreement (it being understood and agreed that if any Servicer fails to make
      an
      Advance, the Master Servicer shall do so unless a determination has been made
      that such Advance would constitute a Nonrecoverable Delinquency Advance or
      a
      Nonrecoverable Servicing Advance). As compensation therefor, the Master Servicer
      shall be entitled to all funds relating to the Mortgage Loans that such Servicer
      would have been entitled to charge to the Collection Account if such Servicer
      had continued to act under the Servicing Agreement including, if such Servicer
      was receiving the Servicing Fee at the Servicing Fee Rate set forth in the
      Servicing Agreement (as set forth in the Mortgage Loan Schedule with respect
      to
      the related Group 1 Mortgage Loans and Group 2 Mortgage Loans, respectively)
      such Servicing Fee and the income on investments or gain related to the
      Collection Account.


    
      
        
        

      

      
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    Notwithstanding
      the foregoing, the Master Servicer may, if it shall be unwilling to so act,
      or
      shall, if it is prohibited by applicable law from making Advances pursuant
      to
      the applicable Servicing Agreement, or if it is otherwise unable to so act,
      or,
      at the written request of Certificateholders entitled to a majority of the
      Voting Rights, appoint, or petition a court of competent jurisdiction to
      appoint, any established mortgage loan servicing institution the appointment
      of
      which does not adversely affect the then current rating of the Certificates
      by
      each Rating Agency, as the successor to such Servicer under the applicable
      Servicing Agreement in the assumption of all or any part of the
      responsibilities, duties or liabilities of such Servicer. No such appointment
      of
      a successor to a Servicer hereunder shall be effective until the Depositor
      shall
      have consented thereto. Any successor to such Servicer shall be an institution
      which is a Fannie Mae and Freddie Mac approved seller/servicer in good standing,
      which has a net worth of at least $25,000,000, which is willing to service
      the
      Mortgage Loans and which executes and delivers to the Depositor and the Master
      Servicer an agreement accepting such delegation and assignment, containing
      an
      assumption by such Person of the rights, powers, duties, responsibilities,
      obligations and liabilities of such terminated Servicer, (other than liabilities
      of such terminated Servicer incurred prior to termination of such Servicer
      under
      Section 7.01), with like effect as if originally named as a party to this
      Agreement; provided
      that
      each Rating Agency acknowledges that its rating of the Certificates in effect
      immediately prior to such assignment and delegation will not be qualified or
      reduced, as a result of such assignment and delegation. Pending appointment
      of a
      successor to a Servicer hereunder, the Master Servicer, unless the Master
      Servicer is prohibited by law from so acting, shall, subject to this Section
      7.02, act in such capacity as hereinabove provided. In connection with such
      appointment and assumption, the Master Servicer may make such arrangements
      for
      the compensation of such successor out of payments on Mortgage Loans as it,
      the
      Depositor and such successor shall agree; provided,
      however,
      that no
      such compensation shall be in excess of the Servicing Fee Rate and amounts
      paid
      to the applicable Servicer from investments. The Master Servicer and such
      successor shall take such action, consistent with this Agreement, as shall
      be
      necessary to effectuate any such succession. Neither the Master Servicer nor
      any
      other successor to a Servicer shall be deemed to be in default hereunder by
      reason of any failure to make, or any delay in making, any distribution
      hereunder or any portion thereof or any failure to perform, or any delay in
      performing, any duties or responsibilities hereunder, in either case caused
      by
      the failure of the predecessor Servicer to deliver or provide, or any delay
      in
      delivering or providing, any cash, information, documents or records to
      it.

    


    Any
      successor Servicer shall give notice to the Mortgagors of such change of
      Servicer, in accordance with applicable federal and state law, and shall, during
      the term of its service as servicer, maintain in force the policy or policies
      that each Servicer is required to maintain pursuant to the applicable Servicing
      Agreement.

    


    Notwithstanding
      the foregoing, the Master Servicer may not terminate a Servicer without
      cause.

    


    Section
      7.03 Master
      Servicer to Act as Servicer.
      In the
      event that a Servicer shall for any other reason no longer be the Servicer,
      the
      Master Servicer or another successor Servicer, shall thereupon assume all of
      the
      rights and obligations of the predecessor Servicer hereunder arising thereafter
      pursuant to Section 7.02.


    
      
        
        

      

      
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    Section
      7.04 Notification
      to Certificateholders.
      (a)
      Upon any termination of or appointment of a successor to a Servicer, the
      Securities Administrator shall give prompt written notice thereof to
      Certificateholders and to each Rating Agency.

    


    (a) Promptly
      after the occurrence of any Event of Default, the Securities Administrator
      shall
      transmit by mail to all Certificateholders and each Rating Agency notice of
      each
      such Event of Default hereunder known to the Securities Administrator, unless
      such Event of Default shall have been cured or waived.

    


    ARTICLE
      VIII

     

    CONCERNING
      THE TRUSTEE AND THE CUSTODIAN

    


    Section
      8.01 Duties
      of the Trustee and the Custodian.
      The
      Trustee, before the occurrence of a Master Servicer Event of Default and after
      the curing of all Master Servicer Events of Default that may have occurred,
      shall undertake to perform such duties and only such duties as are specifically
      set forth in this Agreement. In case a Master Servicer Event of Default has
      occurred and remains uncured, the Trustee shall exercise such of the rights
      and
      powers vested in it by this Agreement, and use the same degree of care and
      skill
      in their exercise as a prudent person would exercise or use under the
      circumstances in the conduct of such person’s own affairs.

    


    The
      Trustee and the Custodian, upon receipt of all resolutions, certificates,
      statements, opinions, reports, documents, orders or other instruments furnished
      to the Trustee or the Custodian, as applicable, that are specifically required
      to be furnished pursuant to any provision of this Agreement shall examine them
      to determine whether on their face they are in the form required by this
      Agreement, or with respect to the documents in the respective Custodial Files
      whether they satisfy the review criteria set forth in Section 2.02. Neither
      the
      Trustee nor the Custodian shall be responsible for the accuracy or content
      of
      any resolution, certificate, statement, opinion, report, document, order or
      other instrument.

    


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

    


    (a) unless
      a
      Master Servicer Event of Default of which a Responsible Officer of the Trustee
      obtains actual knowledge has occurred and is continuing, the duties and
      obligations of the Trustee shall be determined solely by the express provisions
      of this Agreement, the Trustee shall not be liable except for the performance
      of
      the duties and obligations specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee,
      and 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 and conforming to the requirements of this Agreement
      which it believed in good faith to be genuine and to have been duly executed
      by
      the proper authorities respecting any matters arising
      hereunder;


    
      
        
        

      

      
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    (b) the
      Trustee shall not be liable for an error of judgment made in good faith by
      a
      Responsible Officer or Responsible Officers of the Trustee, unless it is finally
      proven that the Trustee was negligent in ascertaining the pertinent facts;
      and

    


    (c) the
      Trustee shall not be liable with respect to any action taken, suffered, or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders of Certificates evidencing not less than 25% of the Voting Rights of
      Certificates 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 this Agreement.

    


    Section
      8.02 [Reserved]

    


    Section
      8.03 Certain
      Matters Affecting the Trustee and the Custodian.
      Except
      as otherwise provided in Section 8.01:

    


    (a) the
      Trustee and the Custodian may request and rely upon and shall be protected
      in
      acting or refraining from acting upon any resolution, Officer’s Certificate,
      Opinion of Counsel, 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 and the Trustee and the Custodian
      shall
      have no responsibility to ascertain or confirm the genuineness of any signature
      of any such party or parties;

    


    (b) before
      taking any action under this Agreement, the Trustee and the Custodian may
      consult with counsel, financial advisers or accountants and the advice of any
      such counsel, financial advisers or accountants and 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
      advice or Opinion of Counsel;

    


    (c) the
      Trustee and the Custodian shall not be 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 this Agreement;

    


    (d) 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 so to do by Holders of Certificates evidencing
      not
      less than 25% of the Voting Rights allocated to each Class of Certificates;
      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 this Agreement, the Trustee may require indemnity
      satisfactory to the Trustee against such cost, expense or liability as a
      condition to taking any such action. The reasonable expense of every such
      examination shall be paid by the applicable Servicer or, if paid by the Trustee,
      shall be repaid by such Servicer upon demand from the applicable Servicer’s own
      funds;


    
      
        
        

      

      
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    (e) the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents, accountants or attorneys
      and
      the Trustee shall not be responsible for any misconduct or negligence on the
      part of any agents, accountants or attorneys appointed with due care by it
      hereunder;

    


    (f) neither
      the Trustee nor the Custodian shall be required to risk or expend its own funds
      or otherwise incur any financial liability in the performance of any of its
      duties or in the exercise of any of its rights or powers hereunder if it shall
      have reasonable grounds for believing that repayment of such funds or indemnity
      satisfactory to it against such risk or liability is not assured to
      it;

    


    (g) the
      Trustee shall not be liable for any loss on any investment of funds pursuant
      to
      this Agreement (other than as issuer of the investment security);

    


    (h) unless
      a
      Responsible Officer of the Trustee has actual knowledge of the occurrence of
      a
      Master Servicer Event of Default or an Event of Default, the Trustee shall
      not
      be deemed to have knowledge of a Master Servicer Event of Default or an Event
      of
      Default, until a Responsible Officer of the Trustee shall have received written
      notice thereof;

    


    (i) the
      Trustee shall be under no obligation to exercise any of the trusts, rights
      or
      powers vested in it by this Agreement or to institute, conduct or defend any
      litigation hereunder or in relation hereto at the request, order or direction
      of
      any of the Certificateholders, pursuant to this Agreement, unless such
      Certificateholders shall have offered to the Trustee reasonable security or
      indemnity satisfactory to the Trustee against the costs, expenses and
      liabilities which may be incurred therein or thereby;

    


    (j) the
      right
      of the Trustee to perform any discretionary act enumerated in this Agreement
      shall not be construed as a duty, and the Trustee shall not be answerable for
      other than its negligence or willful misconduct in the performance of such
      act;

    


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

    


    (l) notwithstanding
      anything to the contrary in any Servicing Agreement, the Trustee shall not
      consent to a Servicer’s request of assigning the Servicing Agreement or the
      servicing rights thereunder to any other party;

    


    (m) the
      Trustee and the Custodian shall not be accountable and shall have no liability
      for any acts or omissions by the Securities Administrator, the Master Servicer
      or other party hereto; and

    


    (n) in
      no
      event shall the Trustee or Custodian be liable for special, indirect or
      consequential damages.

    


    Section
      8.04 Trustee
      and Custodian Not Liable for Certificates or Mortgage Loans.
      The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor and neither the Trustee nor the Custodian assumes
      any responsibility for their correctness. The Trustee and the Custodian make
      no
      representations as to the validity or sufficiency of this Agreement or of the
      Certificates or of any Mortgage Loan or related document. Neither the Trustee
      nor the Custodian shall be accountable for the use or application by the
      Depositor, the Master Servicer, any Servicer or the Securities Administrator
      of
      any funds paid to the Depositor, the Master Servicer, any Servicer or the
      Securities Administrator in respect of the Mortgage Loans or deposited in or
      withdrawn from the Collection Account or the Certificate Account by the
      Depositor, the Master Servicer, any Servicer, or the Securities
      Administrator.


    
      
        
        

      

      
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    The
      Trustee shall have no responsibility (i) for filing or recording any financing
      or continuation statement in any public office at any time or to otherwise
      perfect or maintain the perfection of any security interest or lien granted
      to
      it hereunder (unless the Trustee shall have become and remains the successor
      Master Servicer) (ii) to see to any insurance (unless the Trustee shall have
      become the successor Master Servicer), or (iii) to confirm or verify the
      contents of any reports or certificates of the Servicers, Securities
      Administrator or Master 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.

    


    The
      Securities Administrator executes the Certificates not in its individual
      capacity but solely as Securities Administrator of the Trust Fund created by
      this Agreement, in the exercise of the powers and authority conferred and vested
      in it by this Agreement. Each of the undertakings and agreements made on the
      part of the Securities Administrator on behalf of the Trust Fund in the
      Certificates is made and intended not as a personal undertaking or agreement
      by
      the Securities Administrator but is made and intended for the purpose of binding
      only the Trust Fund.

    


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

    


    Section
      8.06 Trustee’s
      Fees and Expenses.
      As
      compensation for its activities under this Agreement, the Trustee shall be
      paid
      an annual fee by the Securities Administrator pursuant to a separate agreement.
      The Trustee shall have no lien on the Trust Fund for the payment of such fees.
      The Trustee shall be entitled to be reimbursed, from funds on deposit in the
      Certificate Account, amounts sufficient to indemnify and hold harmless the
      Trustee and any director, officer, employee, or agent of the Trustee against
      any
      loss, liability, or expense (including reasonable attorneys’ fees) incurred in
      connection with any claim or legal action relating to

    


    (a) this
      Agreement,

    


    (b) the
      Certificates, or

    


    (c) the
      performance of any of the Trustee’s duties under this Agreement,

    


    other
      than any loss, liability, or expense (i) resulting from any breach of any
      Servicer’s obligations in connection with its Servicing Agreement for which that
      Servicer has performed its obligation to indemnify the Trustee pursuant to
      Servicing Agreement, (ii) resulting from any breach of the Seller’s obligations
      in connection with any Sale Agreement for which it has performed its obligation
      to indemnify the Trustee pursuant to the Sale Agreement, (iii) resulting from
      any breach of the Master Servicer’s obligations hereunder for which the Master
      Servicer has performed its obligation to indemnify the Trustee pursuant to
      this
      Agreement, or (iv) incurred because of willful misfeasance, bad faith, or
      negligence in the performance of any of the Trustee’s duties under this
      Agreement. This indemnity shall survive the termination of this Agreement or
      the
      resignation or removal of the Trustee under this Agreement. Without limiting
      the
      foregoing, except for any expense, disbursement or advance arising from the
      Trustee’s negligence, bad faith or willful misfeasance, the Trust Fund shall pay
      or reimburse the Trustee, for all reasonable expenses, disbursements, and
      advances incurred or made by the Trustee in accordance with this Agreement
      with
      respect to:


    
      
        
        

      

      
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    (A) the
      reasonable compensation, expenses, and disbursements of its counsel not
      associated with the closing of the issuance of the Certificates,
      and

    


    (B) the
      reasonable compensation, expenses and disbursements of any accountant, engineer
      or appraiser that is not regularly employed by the Trustee, to the extent that
      the Trustee must engage them to perform services under this
      Agreement.

    


    Except
      as
      otherwise provided in this Agreement, the Trustee shall not be entitled to
      payment or reimbursement for any routine ongoing expenses incurred by the
      Trustee in the ordinary course of its duties as Trustee under this Agreement
      or
      for any other expenses.

    


    Section
      8.07 Eligibility
      Requirements for the Trustee.
      The
      Trustee hereunder shall at all times be a corporation, banking association
      or
      other association organized and doing business under the laws of a 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, subject
      to supervision or examination by federal or state authority and the appointment
      of which would not cause any of the Rating Agencies to reduce or withdraw their
      respective then current ratings of the Certificates (or having provided such
      security from time to time as is sufficient to avoid such reduction) as
      evidenced in writing by each Rating Agency. If such corporation or association
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of the aforesaid supervising or examining authority, then for
      the
      purposes of this Section 8.07 the combined capital and surplus of such
      corporation or association shall be deemed to be its combined capital and
      surplus as set forth in its most recent report of condition so published. In
      case at any time the Trustee shall cease to be eligible in accordance with
      this
      Section 8.07, the Trustee shall resign immediately in the manner and with the
      effect specified in Section 8.08. The entity serving as Trustee may have normal
      banking and trust relationships with the Depositor and its affiliates or with
      each Servicer and its affiliates; provided,
      however,
      that
      such entity cannot be an affiliate of the Depositor or of any Servicer other
      than the Trustee in its role as successor to the Master Servicer.

    


    Section
      8.08 Resignation
      and Removal of the Trustee.
      The
      Trustee may at any time resign and be discharged from the trusts hereby created
      by giving written notice of resignation to the Depositor, the Master Servicer,
      the Securities Administrator and each Rating Agency not less than sixty (60)
      days before the date specified in such notice, when, subject to Section 8.09,
      such resignation is to take effect, and acceptance by a successor trustee in
      accordance with Section 8.09 meeting the qualifications set forth in Section
      8.07. If no successor trustee meeting such qualifications shall have been so
      appointed and have accepted appointment within thirty (30) days after the giving
      of such notice or resignation, the resigning Trustee may petition any court
      of
      competent jurisdiction for the appointment of a successor
      trustee.


    
      
        
        

      

      
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    If
      at any
      time (i) the Trustee shall cease to be eligible in accordance with Section
      8.07
      and shall fail to resign after written request thereto by the Depositor, (ii)
      the Trustee shall become incapable of acting, or shall be adjudged as bankrupt
      or insolvent, or a receiver of the Trustee or of its property shall be
      appointed, or any public officer shall take charge or control of the Trustee
      or
      of its property or affairs for the purpose of rehabilitation, conservation
      or
      liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any
      state in which the Trustee or the Trust Fund is located and (B) the imposition
      of such tax would be avoided by the appointment of a different trustee, or
      (iv)
      the Trustee fails to comply with its obligations under the last sentence of
      Section 9.04 in the preceding paragraph, Section 8.10 or Article XIII and such
      failure is not remedied within the lesser of ten (10) calendar days or such
      period in which the applicable Exchange Act Report can be timely filed (without
      taking into account any extensions), then, in the case of clauses (i) through
      (iv), the Depositor may remove the Trustee and appoint a successor trustee
      by
      written instrument, in duplicate, one copy of which shall be delivered to the
      Trustee and one copy to the successor trustee.

    


    The
      Holders of Certificates entitled to a majority of the Voting Rights may at
      any
      time remove the Trustee and appoint a successor trustee by written instrument
      or
      instruments, in duplicate, signed by such Holders or their attorneys in fact
      duly authorized, one complete set of which shall be delivered to the Trustee
      so
      removed and one complete set to the successor so appointed. The successor
      trustee shall notify each Rating Agency of any removal of the
      Trustee.

    


    Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to this Section 8.08 shall become effective upon acceptance of
      appointment by the successor trustee as provided in Section 8.09.

    


    Section
      8.09 Successor
      Trustee.
      Any
      successor trustee appointed as provided in Section 8.08 shall execute,
      acknowledge and deliver to the Depositor and to its predecessor trustee an
      instrument accepting such appointment hereunder 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
      hereunder, with the like effect as if originally named as trustee herein. 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 8.09
      unless at the time of its acceptance, the successor trustee is eligible under
      Section 8.07 and its appointment does not adversely affect the then current
      rating of the Certificates and has provided to the Depositor in writing and
      in
      form and substance reasonably satisfactory to the Depositor, all information
      reasonably requested by the Depositor in order to comply with its reporting
      obligation under Item 6.02 of Form 8-K with respect to a replacement
      Trustee.


    
      
        
        

      

      
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    Upon
      acceptance of appointment by a successor trustee as provided in this Section
      8.09, the Depositor shall mail notice of the succession of such trustee
      hereunder to all Holders of Certificates and the Custodian. If the Depositor
      fails to mail such notice within ten (10) days after acceptance of appointment
      by the successor trustee, the successor trustee shall cause such notice to
      be
      mailed at the expense of the Depositor.

    


    Section
      8.10 Merger
      or Consolidation of the Trustee or Custodian.
      Any
      corporation into which the Trustee or Custodian, as applicable, 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 or Custodian,
      as
      applicable, shall be a party, or any corporation succeeding to the business
      of
      the Trustee or Custodian, as applicable, shall be the successor of the Trustee
      or Custodian, as applicable, hereunder; provided
      that
      such corporation shall be eligible under Section 8.07 without the execution
      or
      filing of any paper or further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding.

    


    Section
      8.11 Appointment
      of Co-Trustee or Separate Trustee.
      Notwithstanding any other provisions of this Agreement, at any time, for the
      purpose of meeting any legal requirements of any jurisdiction in which any
      part
      of the Trust Fund or property securing any Mortgage Note may at the time be
      located, the Trustee shall have the power and shall execute and deliver all
      instruments to appoint one or more Persons to act as co-trustee or co-trustees
      jointly with the Trustee, or separate trustee or separate trustees, of all
      or
      any part of the Trust Fund, and to vest in such Person or Persons, in such
      capacity and for the benefit of the Certificateholders, such title to the Trust
      Fund or any part thereof, whichever is applicable, and, subject to the other
      provisions of this Section 8.11, such powers, duties, obligations, rights and
      trusts as the Trustee may consider appropriate. No co-trustee or separate
      trustee hereunder shall be required to meet the terms of eligibility as a
      successor trustee under Section 8.09 and no notice to Certificateholders of
      the
      appointment of any co-trustee or separate trustee shall be required under
      Section 8.09.

    


    Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

    


    (a) To
      the
      extent necessary to effectuate the purposes of this Section 8.11, all rights,
      powers, duties and obligations conferred or imposed upon the Trustee, except
      for
      the obligation of the Trustee (as successor Master Servicer) under this
      Agreement to advance funds on behalf of the Master Servicer, shall be conferred
      or imposed upon and exercised or performed by the Trustee and such separate
      trustee or co-trustee jointly (it being understood that such separate trustee
      or
      co-trustee is not authorized to act separately without the Trustee joining
      in
      such act), except to the extent that under any law of any jurisdiction in which
      any particular act or acts are to be performed (whether as Trustee hereunder
      or
      as successor to the Master Servicer hereunder), 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 applicable Trust
      Fund or any portion thereof in any such jurisdiction) shall be exercised and
      performed singly by such separate trustee or co-trustee, but solely at the
      direction of the Trustee;


    
      
        
        

      

      
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    (b) No
      trustee hereunder shall be held personally liable because of any act or omission
      of any other trustee hereunder and such appointment shall not, and shall not
      be
      deemed to, constitute any such separate trustee or co-trustee as agent of the
      Trustee;

    


    (c) The
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee; and

    


    (d) The
      Trust
      Fund, and not the Trustee, shall be liable for the payment of reasonable
      compensation, reimbursement and indemnification to any such separate trustee
      or
      co-trustee.

    


    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the separate trustees and co-trustees, when and as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Agreement and the conditions
      of this Article VIII. 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 this Agreement,
      specifically including every provision of this 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 and a copy thereof given to
      the
      Master Servicer and the Depositor.

    


    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 this 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
      8.12 Tax
      Matters.
      It is
      intended that the assets with respect to which any REMIC election pertaining
      to
      the Trust Fund is to be made, as set forth in the Preliminary Statement, shall
      constitute, and that the conduct of matters relating to such assets shall be
      such as to qualify such assets as, a “real estate mortgage investment conduit”
as defined in, and in accordance with, the REMIC Provisions. The Securities
      Administrator shall acquire a Residual Certificate in each REMIC and shall
      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 Agreement,
provided
      that the
      Securities Administrator shall not be required to sign a Transfer Affidavit
      as
      required under Section 5.02(c)(ii) of this Agreement. If the Securities
      Administrator 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. In its capacity as Tax Matters Person, the Securities
      Administrator shall:

    


    (a) prepare
      and file, in a timely manner, a U.S. Real Estate Mortgage Investment Conduit
      (REMIC) Income Tax Return (Form 1066 or any successor form adopted by the
      Internal Revenue Service) and prepare and file with the Internal Revenue Service
      and applicable state or local tax authorities income tax or information returns
      for each taxable year with respect to each Trust REMIC containing such
      information and at the times and in the manner as may be required by the Code
      or
      state or local tax laws, regulations, or rules, and furnish to
      Certificateholders the schedules, statements or information at such times and
      in
      such manner as may be required thereby;


    
      
        
        

      

      
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    (b) within
      thirty (30) days of the Closing Date, apply for an employer identification
      number from the Internal Revenue Service via Form SS-4 or any other acceptable
      method for all tax entities and shall also furnish to the Internal Revenue
      Service, on Form 8811 or as otherwise may be required by the Code, the name,
      title, address, and telephone number of the person that the Holders of the
      Certificates may contact for tax information relating thereto, together with
      such additional information as may be required by such Form, and update such
      information at the time or times in the manner required by the
      Code;

    


    (c) make
      an
      election that each Trust REMIC be treated as a REMIC on the federal tax return
      for its first taxable year (and, if necessary, under applicable state
      law);

    


    (d) prepare
      and forward to the Certificateholders and to the Internal Revenue Service and,
      if necessary, state tax authorities, all information returns and reports as
      and
      when required to be provided to them in accordance with the REMIC Provisions,
      including the calculation of any original issue discount using the prepayment
      assumption (as described in the Prospectus Supplement);

    


    (e) provide
      information necessary for the computation of tax imposed on the transfer of
      a
      Residual Certificate to a Person that is not a Permitted Transferee (a
“Non
      Permitted Transferee”),
      or an
      agent (including a broker, nominee or other middleman) of a Non Permitted
      Transferee, or a pass through entity in which a Non Permitted Transferee is
      the
      record holder of an interest (the reasonable cost of computing and furnishing
      such information may be charged to the Person liable for such tax);

    


    (f) to
      the
      extent that they are under its control, conduct matters relating to such assets
      at all times that any Certificates are outstanding so as to maintain the status
      of each Trust REMIC as a REMIC under the REMIC Provisions;

    


    (g) not
      knowingly or intentionally take any action or omit to take any action that
      would
      cause the termination of the REMIC status of any Trust REMIC created
      hereunder;

    


    (h) pay,
      from
      the sources specified in the last paragraph of this Section 8.12, the amount
      of
      any federal or state tax, including prohibited transaction taxes as described
      below, imposed on any Trust REMIC before its termination when and as the same
      shall be due and payable (but such obligation shall not prevent the Securities
      Administrator or any other appropriate Person from contesting any such tax
      in
      appropriate proceedings and shall not prevent the Securities Administrator
      from
      withholding payment of such tax, if permitted by law, pending the outcome of
      such proceedings);

    


    (i) cause
      federal, state or local income tax or information returns to be signed by the
      Trustee or such other person as may be required to sign such returns by the
      Code
      or state or local laws, regulations or rules;


    
      
        
        

      

      
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    (j) maintain
      records relating to each of the Trust REMICs, including the income, expenses,
      assets, and liabilities thereof on a calendar year basis and on the accrual
      method of accounting and the fair market value and adjusted basis of the assets
      determined at such intervals as may be required by the Code, as may be necessary
      to prepare the foregoing returns, schedules, statements or information;
      and

    


    (k) as
      and
      when necessary and appropriate, represent each Trust REMIC in any administrative
      or judicial proceedings relating to an examination or audit by any governmental
      taxing authority, request an administrative adjustment as to any taxable year
      of
      each Trust REMIC, enter into settlement agreements with any governmental taxing
      agency, extend any statute of limitations relating to any tax item of any Trust
      REMIC, and otherwise act on behalf of each Trust REMIC in relation to any tax
      matter or controversy involving it.

    


    The
      Securities Administrator shall file or cause to be filed with the Internal
      Revenue Service any form as may be applicable and shall furnish or cause to
      be
      furnished, to the Class P Certificateholders and the Holders of the Offered
      Certificates, any such forms, in the time or times and in the manner required
      by
      the Code.

    


    To
      enable
      the Securities Administrator to perform its duties under this Agreement, the
      Depositor shall provide to the Securities Administrator within ten (10) days
      after the Closing Date all information or data that the Securities Administrator
      requests in writing and determines to be relevant for tax purposes to the
      valuations and offering prices of the Certificates, including 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 written request therefor any additional information
      or data that the Securities Administrator may, from time to time, reasonably
      request to enable the Securities Administrator to perform its duties under
      this
      Agreement. The Depositor hereby indemnifies the Securities Administrator for
      any
      losses, liabilities, damages, claims, or expenses of the Securities
      Administrator arising from any errors or miscalculations of the Securities
      Administrator that result from any failure of the Depositor to provide, or
      to
      cause to be provided, accurate information or data to the Securities
      Administrator on a timely basis.

    


    If
      any
      tax is imposed on “prohibited transactions” of any Trust REMIC as defined in
      Section 860F(a)(2) of the Code, on the “net income from foreclosure property” of
      any Trust REMIC as defined in Section 860G(c) of the Code, on any contribution
      to any Trust REMIC after the Startup Day pursuant to Section 860G(d) of the
      Code, or any other tax is imposed, including any minimum tax imposed on any
      Trust REMIC pursuant to Sections 23153 and 24874 of the California Revenue
      and
      Taxation Code, if not paid as otherwise provided for herein, the tax shall
      be
      paid by (i) the Master Servicer, the Trustee or the Securities Administrator,
      as
      applicable if such tax arises out of or results from negligence of the Master
      Servicer, the Trustee or the Securities Administrator, as applicable in the
      performance of any of its obligations under this Agreement, (ii) a Servicer,
      in
      the case of any such minimum tax, and otherwise if such tax arises out of or
      results from a breach by such Servicer of any of its obligations under the
      applicable Servicing Agreement, (iii) a Seller if such tax arises out of or
      results from the Seller’s obligation to repurchase a Mortgage Loan pursuant to
      the applicable Sale Agreement or (iv) in all other cases, or if the Trustee,
      the
      Master Servicer, the Securities Administrator, a Servicer or the Seller fails
      to
      honor its obligations under the preceding clause (i), (ii), or (iii), any such
      tax will be paid with amounts otherwise to be distributed to the
      Certificateholders, as provided in Section 4.01(a).


    
      
        
        

      

      
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    For
      as
      long as each Trust REMIC shall exist, the Securities Administrator shall act
      as
      specifically required herein, and the Securities Administrator shall comply
      with
      any directions of the Depositor or a Servicer stating that such directions
      are
      being given to assure such continuing treatment. In particular, the Securities
      Administrator shall not (a) sell or authorize the sale of all or any portion
      of
      the Mortgage Loans or of any investment of deposits in an Account unless such
      sale is as a result of a purchase or repurchase of the Mortgage Loans pursuant
      to this Agreement or (b) accept any contribution to any Trust REMIC after the
      Startup Day without receipt of an Opinion of Counsel that such action described
      in clause (a) or (b) will not result in the imposition of a tax on any Trust
      REMIC or cause any Trust REMIC to fail to qualify as a REMIC at any time that
      any Certificates are outstanding.

    


    Section
      8.13 [Reserved]

    


    Section
      8.14 [Reserved] 

    


    Section
      8.15 [Reserved] 

    


    Section
      8.16 Custodial
      Responsibilities.
      The
      Custodian shall provide access to the related Mortgage Loan documents in its
      possession regarding the related Mortgage Loans and REO Property and the
      servicing thereof to the Trustee, the Certificateholders, the FDIC, and the
      supervisory agents and examiners of the FDIC, such access being afforded only
      upon two (2) Business Days prior written request and during normal business
      hours at the office of the Custodian; provided,
      however,
      that
      unless otherwise required by law or any regulatory or administrative agency
      (including the FDIC), the Custodian shall not be required to provide access
      to
      such records and documentation if the provision thereof would violate the legal
      right to privacy of any Mortgagor. The Custodian shall allow representatives
      of
      the above entities to photocopy any of the records and documentation and shall
      provide equipment for that purpose at the expense of the Trust that covers
      the
      Custodian’s actual costs.

    


    Upon
      receipt of a request for release by a Servicer substantially in the form of
      Exhibit
      L
      hereto,
      the Custodian shall release within five (5) Business Days the related Mortgage
      File to such Servicer and the Trustee shall execute and deliver to such
      Servicer, without recourse, a request for reconveyance, deed of reconveyance
      or
      release or satisfaction of mortgage or such instrument releasing the lien of
      the
      Mortgage (furnished by such Servicer), together with the Mortgage
      Note.

    


    The
      Custodian may resign at any time or may be terminated by the Trustee with cause,
      in each case, upon sixty (60) days written notice to the applicable Servicer,
      the Depositor and the Securities Administrator, in which event the Depositor
      will be obligated to appoint a successor. If no successor has been appointed
      and
      has accepted appointment within sixty (60) days after the resignation or
      termination of the Custodian, the Custodian may petition any court of competent
      jurisdiction for appointment of a successor.


    
      
        
        

      

      
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    The
      Securities Administrator, pursuant to a separate agreement, shall pay to the
      Custodian its customary ongoing safekeeping and release fees. The Custodian
      shall have no lien on the Trust Fund for the payment of such fees. The Custodian
      shall be entitled to be reimbursed, from funds on deposit in the Certificate
      Account, amounts sufficient to indemnify and hold harmless the Custodian and
      any
      director, officer, employee, or agent of the Custodian against any loss,
      liability, or expense (including reasonable attorneys’ fees) incurred in
      connection with any claim or legal action relating to:

    


    (a) this
      Agreement;

    


    (b) the
      Certificates; or

    


    (c) the
      performance of any of the Custodian’s duties under this Agreement,

    


    other
      than any loss, liability, or expense (i) resulting from any breach of a
      Servicer’s obligations in connection with a Servicing Agreement for which such
      Servicer has performed its obligation to indemnify the Custodian pursuant to
      such Servicing Agreement, (ii) resulting from any breach of the Seller’s
      obligations in connection with a Sale Agreement for which the Seller has
      performed its obligation to indemnify the Custodian pursuant to such Sale
      Agreement, or (iii) incurred because of willful misfeasance, bad faith, or
      negligence in the performance of any of the Custodian’s duties under this
      Agreement. This indemnity shall survive the termination of this Agreement or
      the
      earlier resignation or removal of the Custodian.

    


    ARTICLE
      IX

     

    ADMINISTRATION
      OF THE MORTGAGE LOANS

    BY
      THE MASTER SERVICER

    


    Section
      9.01 Duties
      of the Master Servicer; Enforcement of 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 related Servicing Agreements, and (except as set forth
      below) shall use its reasonable good faith efforts to cause the Servicers to
      duly and punctually perform their duties and obligations thereunder as
      applicable. Upon the occurrence of an Event of Default of which a Responsible
      Officer of the Master Servicer has actual knowledge, the Master Servicer shall
      promptly notify the Securities Administrator and the 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 an Event of Default shall occur and be continuing,
      the Master Servicer shall take the actions specified in Article VII. 

    


    If
      (i) a
      Servicer reports a delinquency on a monthly report and (ii) such Servicer,
      by 11
      a.m. (New York Time) on the Business Day preceding the related Remittance Date,
      neither makes a Delinquency Advance nor provides the Securities Administrator
      and the Master Servicer with a report certifying that such a Delinquency Advance
      would be a Nonrecoverable Delinquency Advance, then the Master Servicer shall
      deposit in the Certificate Account not later than the Business Day immediately
      preceding the related Distribution Date a Delinquency Advance in an amount
      equal
      to the difference between (x) with respect to each Scheduled Payment due on
      a
      Mortgage Loan that is delinquent (other than Relief Act Interest Shortfalls)
      and
      for which the related Servicer was required to make a Delinquency Advance
      pursuant to the related Servicing Agreement and (y) amounts deposited in the
      Collection Account to be used for Delinquency Advances with respect to such
      Mortgage Loan, except to the extent the Master Servicer determines any such
      Delinquency Advance to be a Nonrecoverable Delinquency Advance or Nonrecoverable
      Servicing Advance. Subject to the foregoing, the Master Servicer shall continue
      to make such Delinquency Advances for so long as the related Servicer is
      required to do so under the related Servicing Agreement. If applicable, on
      the
      Business Day immediately preceding the Distribution Date, the Master Servicer
      shall deliver an Officer’s Certificate to the Trustee stating that the Master
      Servicer elects not to make a Delinquency Advance in a stated amount and
      detailing the reason(s) it deems the Delinquency Advance to be a Nonrecoverable
      Delinquency Advance. Any amounts deposited by the Master Servicer pursuant
      to
      this Section 9.01 shall be net of the Servicing Fee for the related Mortgage
      Loans.


    
      
        
        

      

      
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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,
      (ii)
      the appointment of a successor servicer or (iii) the transfer to and assumption
      of, the servicing by the Master 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 or to a successor servicer
      are not paid for by the predecessor or successor Servicer (provided
      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 the Master Servicer or any other successor servicer.

    


    (c) If
      the
      Master Servicer assumes the servicing with respect to any of the Mortgage Loans,
      it will not assume liability for the representations and warranties of any
      Servicer it replaces or for any errors or omissions of such
      Servicer

    


    If
      the
      Depositor or an affiliate of the Depositor, is the owner of the servicing rights
      for a servicer and the Depositor chooses to terminate such servicer with or
      without cause and sell those servicing rights to a successor servicer, then
      the
      Depositor must provide thirty (30) days’ notice to the Master Servicer, such
      successor servicer must be reasonably acceptable to the Master Servicer, the
      terminated servicer must be reimbursed for any unreimbursed Delinquency
      Advances, servicing fees and any related expenses, the successor servicer must
      be qualified to service mortgage loans for Fannie Mae or Freddie Mac and the
      Depositor must obtain prior written consent from the Rating Agencies that the
      transfer of the servicing of the mortgage loans will not result in a downgrade,
      qualification or withdrawal of the then current ratings of the Certificates.
      The
      costs of such transfer (including any costs of the Master Servicer) are to
      be
      borne by the Depositor.

    


    Neither
      the Depositor nor the Securities Administrator shall consent to the assignment
      by any Servicer of such Servicer’s rights and obligations under the Agreement
      without the prior written consent of the Master Servicer, which consent shall
      not be unreasonably withheld.

    


    (d) The
      Master Servicer shall provide a monthly loan level data file to the Securities
      Administrator and the Securities Administrator shall promptly make available
      on
      its internet website a monthly loan level data file (based solely on information
      provided by the Master Servicer) containing data provided by the Master
      Servicer, available to those who are permitted to access the website, including
      the Rating Agencies. Such data at a minimum shall contain the fields referenced
      in Exhibit
      P.
      


    
      
        
        

      

      
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    Section
      9.02 Maintenance
      of Fidelity Bond and Errors and Omissions Insurance.
      The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, directors, employees and other Persons
      acting on such Master Servicer’s behalf, and covering errors and omissions in
      the performance of the Master Servicer’s obligations hereunder. The errors and
      omissions insurance policy and the fidelity bond shall be in such form and
      amount generally acceptable for entities serving as master servicers or
      trustees.

    


    Section
      9.03 Representations
      and Warranties of the Master Servicer and Others.
      (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 of America, and as Master Servicer has full power
      and
      authority to transact any and all business contemplated by this Agreement and
      to
      execute, deliver and comply with its obligations under the terms of this
      Agreement, the execution, delivery and performance of which have been duly
      authorized by all necessary corporate action on the part of the Master
      Servicer;

    


    (ii) the
      execution and delivery of this Agreement by the Master Servicer and its
      performance and compliance with the terms of this 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 Agreement;

    


    (iii) this
      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;


    
      
        
        

      

      
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    (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 Agreement or that requires the consent of any third
      person to the execution of this Agreement or the performance by the Master
      Servicer of its obligations under this Agreement;

    


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

    


    (vii) [Reserved];

    


    (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 Agreement or the
      consummation of the transactions contemplated by this Agreement, except for
      such
      consents, approvals, authorizations and orders (if any) as have been obtained;
      and

    


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

    


    (b) Section
      11.01 of this Agreement provides that the Depositor, at its option, may request
      the Master Servicer to solicit bids in a commercially reasonable manner, on
      or
      after the Initial Optional Termination Date (such event, the “Auction
      Call”),
      for
      the purchase of all of the Mortgage Loans (and REO Properties) at the
      Termination Price. The Master Servicer shall accommodate such request to conduct
      an Auction Call at its sole discretion. The Depositor hereby represents,
      covenants and agrees with any applicable NIM Issuer that it will not exercise
      its right to request the Master Servicer to solicit bids in a commercially
      reasonable manner, on or after the Initial Optional Termination Date, for the
      purchase of all of the Mortgage Loans (and REO Properties) unless it has
      received (x) written notification from the NIM Trustee that all of the
      outstanding notes issued under the applicable indenture have been paid in full
      or (y) an Officer’s Certificate of the NIM Issuer pursuant to the applicable
      section of the relevant indenture to the effect that all conditions precedent
      to
      the satisfaction and discharge of the indenture have been complied with. The
      Master Servicer shall give Avelo written notice of the occurrence of the Initial
      Optional Termination Date as promptly as practicable after the related Due
      Period upon which the Initial Optional Termination Date is based.

    


    (c) It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section shall survive the execution and delivery of this Agreement. The Master
      Servicer shall indemnify the Depositor, 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 9.03(a)
      above. It is understood and agreed that the enforcement of the obligation of
      the
      Master Servicer set forth in this Section 9.03 to indemnify the Depositor,
      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
      Agreement.


    
      
        
        

      

      
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    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,
      Securities Administrator or the Trustee or notice thereof by any one of such
      parties to the other parties.

    


    Section
      9.04 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 deposit in the Certificate Account any payment
      received by it from any Servicer or required to be made by the Master Servicer
      under the terms of this 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
      by any other party hereto;

    


    (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 Agreement (including any obligation to cause any subservicer, Servicer
      or Reporting Subcontractor to take any action specified in Sections 13.07(a)(3),
      13.08(a) or 13.08(b)), 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 Trustee
      or to the Master Servicer and the Trustee by the Holders of Certificates
      evidencing at least 25% of the Voting Rights; provided
      that the
      thirty (30) day cure period shall not apply so long as the Depositor is required
      to file Exchange Act Reports with respect to the Trust Fund, the failure to
      comply with the requirements set forth in Article XIII, for which the grace
      period shall not exceed the lesser of ten (10) calendar days or such period
      in
      which the applicable Exchange Act Report can be timely filed (without taking
      into account any extensions);

    


    (c) 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;

    


    (d) 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;

    


    (e) 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;


    
      
        
        

      

      
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    (f) except
      as
      otherwise set forth herein, the Master Servicer attempts to assign this
      Agreement or its responsibilities hereunder or to delegate its duties hereunder
      (or any portion thereof) without the consent of the Securities Administrator
      and
      the Depositor; or

    


    (g) 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 this Agreement, in each case, where such indictment materially
      and adversely affects the ability of the Master Servicer to perform its
      obligations under this 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, and (a) upon the
      request of the Holders of Certificates representing at least 51% of the Voting
      Rights (except with respect to any Master Servicer Event of Default related
      to a
      failure to comply with an Exchange Act Filing Obligation) or (b) the Depositor,
      in the case of a failure related to an Exchange Act Filing Obligation, shall,
      terminate with cause all the rights and obligations of the Master Servicer
      under
      this Agreement.

    


    The
      Depositor shall not be entitled to terminate the rights and obligations of
      the
      Master Servicer, pursuant to the above paragraph, if a failure of the Master
      Servicer to identify a Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB was attributable solely to
      the
      role or functions of such Subcontractor with respect to mortgage loans other
      than the Mortgage Loans.

    


    Upon
      receipt by the Master Servicer of such written notice, all authority and power
      of the Master Servicer under this Agreement, shall pass to and be vested in
      any
      successor master servicer appointed hereunder which accepts such appointments.
      Upon written request from the Trustee or the Depositor, 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 with respect to the master servicing of the
      Mortgage Loans 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 which shall at the time be credited to the Certificate Account
      or
      are thereafter received with respect to the Mortgage Loans.

    


    Upon
      the
      occurrence of a Master Servicer Event of Default, the Securities Administrator
      shall provide the Depositor in writing and in form and substance reasonably
      satisfactory to the Depositor, all information reasonably requested by the
      Depositor in order to comply with its reporting obligation under Item 6.02
      of
      Form 8-K with respect to a successor master servicer in the event the Trustee
      should succeed to the duties of the Master Servicer as set forth
      herein.


    
      
        
        

      

      
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    Section
      9.05 Waiver
      of Default.
      By a
      written notice, the Trustee may with the consent of a Holders of Certificates
      evidencing at least 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 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
      9.06 Successor
      to the Master Servicer.
      Upon
      termination of the Master Servicer’s responsibilities and duties under this
      Agreement, the Trustee shall appoint or may petition any court of competent
      jurisdiction for the appointment of a successor, which shall succeed to all
      rights and assume all of the responsibilities, duties and liabilities of the
      Master Servicer under this Agreement prior to the termination of the Master
      Servicer. Any successor shall be a Fannie Mae and Freddie Mac approved servicer
      in good standing and acceptable to the Depositor and the Rating Agencies. 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 any fees in respect of master servicing paid to such successor
      master servicer exceed any fees in respect of master servicing paid hereunder.
      In the event that the Master Servicer’s duties, responsibilities and liabilities
      under this 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 which it is
      obligated to exercise under this 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 (i) relieve the Master Servicer
      of responsibility for the representations and warranties made pursuant to
      Section 9.03(a) hereof and the remedies available to the Trustee under Section
      9.03(b) hereof, it being understood and agreed that the provisions of Section
      9.03 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 Agreement; or (ii) 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). 

    


    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 this
      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 Delinquency Advances; provided,
      however,
      that
      any failure to perform any duties or responsibilities caused by the Master
      Servicer’s failure to provide information required by this Agreement 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, including the fees and other amounts payable
      pursuant to Section 9.07 hereof.


    
      
        
        

      

      
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    At
      least
      fifteen (15) calendar days prior to the effective date of such appointment,
      the
      Trustee shall provide written notice to the Depositor of such successor pursuant
      to this Section 9.06.

    


    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, wherein the successor shall make the representations
      and warranties set forth in Section 9.03 hereof, and whereupon such successor
      shall become fully vested with all of the rights, powers, duties,
      responsibilities, obligations and liabilities of the Master Servicer, with
      like
      effect as if originally named as a party to this Agreement. Any termination
      or
      resignation of the Master Servicer or termination of this 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 or in connection with the Trustee’s assumption as
      successor master servicer of such obligations, duties and
      responsibilities.

    


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

    


    Section
      9.07 Compensation
      of the Master Servicer.
      As
      compensation for its activities under this Agreement, the Master Servicer shall
      be paid the Master Servicing Fee.

    


    Section
      9.08 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 (i) be a Person
      (or have an Affiliate) that is qualified and approved to service mortgage loans
      for Fannie Mae and FHLMC (provided, further,
      that a
      successor Master Servicer that satisfies subclause (i) through an Affiliate
      agrees to service the Mortgage Loans in accordance with all applicable Fannie
      Mae and FHLMC guidelines) and (ii) have a net worth of not less than
      $25,000,000.

    


    Section
      9.09 Resignation
      of the Master Servicer.
      Except
      as otherwise provided in Sections 9.08 and 9.10 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 satisfactory to the Trustee and the
      Depositor shall have assumed, the Master Servicer’s responsibilities and
      obligations under this Agreement. Notice of such resignation shall be given
      promptly by the Master Servicer and the Depositor to the
      Trustee.


    
      
        
        

      

      
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    At
      least
      fifteen (15) calendar days prior to the effective date of such resignation,
      the
      Master Servicer shall provide written notice to the Depositor of any successor
      pursuant to this Section.

    


    If
      at any
      time, Wells Fargo Bank, as Master Servicer, resigns under this Section 9.09,
      or
      is removed as Master Servicer pursuant to Section 9.04, then at such time Wells
      Fargo Bank shall also resign (and shall be entitled to resign) as Securities
      Administrator under this Agreement, pursuant to Section 10.07.

    


    Section
      9.10 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; provided,
      however,
      that
      the Master Servicer shall have the right with the prior written consent of
      the
      Depositor (which shall not be unreasonably withheld or delayed), 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 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 compensation payable to the Master
      Servicer pursuant hereto shall thereafter be payable to such successor master
      servicer but in no event shall the fee payable to the successor master servicer
      exceed that payable to the predecessor master servicer.

    


    Section
      9.11 Limitation
      on Liability of the Master Servicer.
      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 Securities
      Administrator, the Servicers or the Certificateholders for any action taken
      or
      for refraining from the taking of any action in good faith pursuant to this
      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 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 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 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 9.12.


    
      
        
        

      

      
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    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 the
      Servicers as required under this Agreement.

    


    Section
      9.12 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 such Person 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 9.12, 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
      Master Servicer agrees to indemnify and hold harmless the Trustee from and
      against any and all claims, losses, penalties, fines, forfeitures, legal fees
      and related costs, judgments, and any other costs, liability, fees and expenses
      (including reasonable attorneys’ fees) that the Trustee may sustain as a result
      of such liability or obligations of the Master Servicer and in connection with
      the Trustee’s assumption (not including the Trustee’s performance, except to the
      extent that costs or liability of the Trustee are created or increased as a
      result of negligent or wrongful acts or omissions of the Master Servicer prior
      to its replacement as Master Servicer) of the Master Servicer’s obligations,
      duties or responsibilities under such agreement.

    


    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 Agreement, the Servicing Agreements, the Sale Agreements, the Step 2
      Assignment Agreements or the Certificates, except to the extent that any such
      loss, liability or expense is related to (i) a material breach of the Master
      Servicer’s representations and warranties in this 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;
      provided
      that any
      such loss, liability or expense constitutes an “unanticipated expense incurred
      by the REMIC” within the meaning of Treasury Regulations Section
      1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement
      for
      any such indemnified amount from funds on deposit in the Certificate
      Account.


    
      
        
        

      

      
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    ARTICLE
      X

     

    CONCERNING
      THE SECURITIES ADMINISTRATOR

    


    Section
      10.01 Duties
      of the Securities Administrator.
      The
      Securities Administrator shall undertake to perform such duties and only such
      duties as are specifically set forth in this Agreement.

    


    The
      Securities Administrator, upon receipt of all resolutions, certificates,
      statements, opinions, reports, documents, orders or other instruments furnished
      to the Securities Administrator that are specifically required to be furnished
      pursuant to any provision of this Agreement shall examine them to determine
      whether they are in the form required by this Agreement; provided,
      however,
      that
      the Securities Administrator shall not be responsible for the accuracy or
      content of any such resolution, certificate, statement, opinion, report,
      document, order or other instrument. If any such instrument is found not to
      conform in any material respect to the requirements of this Agreement, the
      Securities Administrator shall notify the Certificateholders of such non
      conforming instrument in the event the Securities Administrator, after so
      requesting, does not receive a satisfactorily corrected instrument.

    


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

    


    (i) the
      duties and obligations of the Securities Administrator shall be determined
      solely by the express provisions of this Agreement, the Securities Administrator
      shall not be liable except for the performance of such duties and obligations
      as
      are specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Securities
      Administrator and the Securities Administrator 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 Securities Administrator
      and
      conforming to the requirements of this Agreement which it believed in good
      faith
      to be genuine and to have been duly executed by the proper authorities
      respecting any matters arising hereunder;

    


    (ii) the
      Securities Administrator shall not be liable for an error of judgment made
      in
      good faith by a Responsible Officer or Responsible Officers of the Securities
      Administrator, unless it shall be conclusively determined by a court of
      competent jurisdiction, such determination no longer subject to appeal, that
      the
      Securities Administrator was negligent in ascertaining the pertinent
      facts;

    


    (iii) the
      Securities Administrator shall not be liable with respect to any action or
      inaction taken, suffered or omitted to be taken by it in good faith in
      accordance with the direction of Holders of Certificates evidencing not less
      than 25% of the Voting Rights of Certificates relating to the time, method
      and
      place of conducting any proceeding for any remedy available to the Securities
      Administrator, or exercising or omitting to exercise any trust or power
      conferred upon the Securities Administrator under this Agreement;
      and


    
      
        
        

      

      
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    (iv) the
      Securities Administrator shall not be accountable, shall have no liability
      and
      makes no representation as to any acts or omissions hereunder of the Master
      Servicer or the Trustee.

    


    Section
      10.02 Certain
      Matters Affecting the Securities Administrator.
      Except
      as otherwise provided in Section 10.01:

    


    (a) the
      Securities Administrator may request and conclusively rely upon and shall be
      fully protected in acting or refraining from acting upon any resolution,
      Officer’s Certificate, 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 and the Securities
      Administrator shall have no responsibility to ascertain or confirm the
      genuineness of any signature of any such party or parties;

    


    (b) the
      Securities Administrator may consult with counsel, financial advisers or
      accountants and the advice of any such counsel, financial advisers or
      accountants and any advice or 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 advice or
      Opinion of Counsel;

    


    (c) the
      Securities Administrator shall not be liable for any action or inaction 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 this
      Agreement;

    


    (d) 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 so to do by Holders of Certificates
      evidencing not less than 25% of the Voting Rights allocated to each Class of
      Certificates; 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 reasonably
      assured to the Securities Administrator by the security afforded to it by the
      terms of this Agreement, the Securities Administrator may require reasonable
      indemnity against such expense or liability as a condition to so proceeding.
      Nothing in this clause (iv) shall derogate from the obligation of the Master
      Servicer to observe any applicable law prohibiting disclosure of information
      regarding the Mortgagors, provided
      that the
      Master Servicer shall have no liability for disclosure required by this
      Agreement;

    


    (e) the
      Securities Administrator may execute any of the trusts or powers hereunder
      or
      perform any duties hereunder either directly or by or through agents or
      attorneys or a custodian and the Securities Administrator shall not be
      responsible for any misconduct or negligence on the part of any such agent,
      attorney or custodian appointed by the Securities Administrator with due
      care;


    
      
        
        

      

      
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    (f) the
      Securities Administrator shall not be required to risk or expend its own funds
      or otherwise incur any financial liability in the performance of any of its
      duties or in the exercise of any of its rights or powers hereunder if it shall
      have reasonable grounds for believing that 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 the Master Servicer under this Agreement;

    


    (g) the
      Securities Administrator shall be under no obligation to exercise any of the
      trusts, rights or powers vested in it by this Agreement or to institute, conduct
      or defend any litigation hereunder or in relation hereto at the request, order
      or direction of any of the Certificateholders, pursuant to the provisions of
      this Agreement, unless such Certificateholders shall have offered to the
      Securities Administrator reasonable security or indemnity satisfactory to the
      Securities Administrator against the costs, expenses and liabilities which
      may
      be incurred therein or thereby;

    


    (h) the
      Securities Administrator shall have no obligation to appear in, prosecute or
      defend any legal action that is not incidental to its duties hereunder and
      which
      in its opinion may involve it in any expense or liability; provided,
      however,
      that
      the Securities Administrator may in its discretion undertake any such action
      that it may deem necessary or desirable in respect of this Agreement and the
      rights and duties of the parties hereto and the interests of the Trustee, the
      Securities Administrator and the Certificateholders hereunder. In such event,
      the legal expenses and costs of such action and any liability resulting
      therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
      Securities Administrator shall be entitled to be reimbursed therefor out of
      the
      Collection Account; and

    


    (i) in
      no
      event shall the Securities Administrator be liable for special, indirect or
      consequential damages.

    


    The
      Securities Administrator shall have no duty (A) to cause 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 to the maintenance of any such recording or filing or depositing or
      to
      any rerecording, refiling or redepositing thereof, (B) to cause the provision
      of
      any insurance or (C) to cause 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 Fund other than
      from funds available in the Certificate Account.

    


    Section
      10.03 Securities
      Administrator Not Liable for Certificates or Mortgage Loans.
      The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor or the Transferor, as the case may be, and the
      Securities Administrator assumes no responsibility for their correctness. The
      Securities Administrator makes no representations as to the validity or
      sufficiency of this Agreement or of the Certificates or of any Mortgage Loan
      or
      related document other than with respect to the Securities Administrator’s
      execution and authentication of the Certificates. The Securities Administrator
      shall not be accountable for the use or application by the Depositor or the
      Master Servicer of any funds paid to the Depositor or the Master Servicer in
      respect of the Mortgage Loans or deposited in or withdrawn from the Collection
      Account by the Depositor or the Master Servicer.


    
      
        
        

      

      
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    Section
      10.04 Securities
      Administrator May Own Certificates.
      The
      Securities Administrator in its individual or any other capacity may become
      the
      owner or pledgee of Certificates and may transact business with the parties
      hereto and their Affiliates with the same rights as it would have if it were
      not
      the Securities Administrator.

    


    Section
      10.05 Securities
      Administrator’s Fees and Expenses.
      The
      Securities Administrator shall be entitled to receive the Securities
      Administration Fee. The Securities Administrator and any director, officer,
      employee, agent or “control person” within the meaning of the Securities Act of
      1933, as amended, and the Securities Exchange of 1934, as amended (“Control
      Person”),
      of
      the Securities Administrator shall be indemnified by the Trust and held harmless
      against any loss, liability or expense (including reasonable attorney’s fees)
      (i) incurred in connection with any claim or legal action relating to (a) this
      Agreement, (b) the Mortgage Loans or (c) the Certificates, other than any loss,
      liability or expense incurred by reason of willful misfeasance, bad faith or
      negligence in the performance of any of the Securities Administrator’s duties
      hereunder, (ii) incurred in connection with the performance of any of the
      Securities Administrator’s duties hereunder, other than any loss, liability or
      expense incurred by reason of willful misfeasance, bad faith or negligence
      in
      the performance of any of the Securities Administrator’s duties hereunder or
      (iii) incurred by reason of any action of the Securities Administrator taken
      at
      the direction of the Certificateholders, provided
      that any
      such loss, liability or expense constitutes an “unanticipated expense incurred
      by the REMIC” within the meaning of Treasury Regulations Section
      1.860G-1(b)(3)(ii). Such indemnity shall survive the termination of this
      Agreement or the resignation or removal of the Securities Administrator
      hereunder. Without limiting the foregoing, and except for any such expense,
      disbursement or advance as may arise from the Securities Administrator’s
      negligence, bad faith or willful misconduct, or which would not be an
“unanticipated expense” within the meaning of the second preceding sentence, the
      Securities Administrator shall be reimbursed by the Trust for all reasonable
      expenses, disbursements and advances incurred or made by the Securities
      Administrator in accordance with any of the provisions of this Agreement with
      respect to: (A) the reasonable compensation and the expenses and disbursements
      of its counsel not associated with the closing of the issuance of the
      Certificates, (B) the reasonable compensation, expenses and disbursements of
      any
      accountant, engineer, appraiser or other agent that is not regularly employed
      by
      the Securities Administrator, to the extent that the Securities Administrator
      must engage such Persons to perform acts or services hereunder and (C) printing
      and engraving expenses in connection with preparing any Definitive Certificates.
      The Trust shall fulfill its obligations under this paragraph from amounts on
      deposit from time to time in the Certificate Account.

    


    The
      Securities Administrator may retain or withdraw from the Certificate Account,
      (i) the Securities Administration Fee, (ii) amounts necessary to reimburse
      it or
      the Master Servicer for any previously unreimbursed Advances and any Advances
      the Master Servicer deems to be non-recoverable from the related Mortgage Loan
      proceeds, (iii) an aggregate annual amount to indemnify the Master Servicer
      and
      itself for amounts due in accordance with this Agreement, and (iv) any other
      amounts which it or the Master Servicer is entitled to receive hereunder for
      reimbursement, indemnification or otherwise, including the amount to which
      the
      Securities Administrator is entitled pursuant to Section 3.02 hereof. The
      Securities Administrator 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 Agreement.


    
      
        
        

      

      
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    Section
      10.06 Eligibility
      Requirements for the Securities Administrator.
      The
      Securities Administrator hereunder shall at all times be a corporation or
      association organized and doing business under the laws the United States of
      America or any state thereof, authorized under such laws to exercise corporate
      trust powers, having a combined capital and surplus of at least $50,000,000,
      subject to supervision or examination by federal or state authority and with
      a
      credit rating of at least investment grade. If such corporation or association
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of the aforesaid supervising or examining authority, then for
      the
      purposes of this Section 10.06 the combined capital and surplus of such
      corporation or association shall be deemed to be its combined capital and
      surplus as set forth in its most recent report of condition so published. In
      case at any time the Securities Administrator shall cease to be eligible in
      accordance with the provisions of this Section 10.06, the Securities
      Administrator shall resign immediately in the manner and with the effect
      specified in Section 10.07 hereof. The entity serving as Securities
      Administrator may have normal banking and trust relationships with the Depositor
      and its affiliates or the Trustee and its affiliates.

    


    Any
      successor Securities Administrator (i) may not be an originator, the Master
      Servicer, the Servicer, the Depositor or an affiliate of the Depositor unless
      the Securities Administrator functions are operated through an institutional
      trust department of the Securities Administrator, (ii) must be authorized to
      exercise corporate trust powers under the laws of its jurisdiction of
      organization, and (iii) must be rated at least “A/F1” by Fitch, if Fitch is a
      Rating Agency and if rated by Fitch, or the equivalent rating by S&P or
      Moody’s. If no successor Securities Administrator shall have been appointed and
      shall have accepted appointment within sixty (60) days after the Securities
      Administrator ceases to be the Securities Administrator pursuant to Section
      10.07, then the Trustee may (but shall not be obligated to) become the successor
      Securities Administrator. The Depositor shall appoint a successor to the
      Securities Administrator in accordance with Section 10.07. The Trustee shall
      notify the Rating Agencies of any change of Securities
      Administrator.

    


    Section
      10.07 Resignation
      and Removal of the Securities Administrator.
      The
      Securities Administrator may at any time resign by giving written notice of
      resignation to the Depositor and the Trustee and each Rating Agency not less
      than sixty (60) days before the date specified in such notice when, subject
      to
      Section 10.08, such resignation is to take effect, and acceptance by a successor
      Securities Administrator in accordance with Section 10.08 meeting the
      qualifications set forth in Section 10.06. If no successor Securities
      Administrator meeting such qualifications shall have been so appointed by the
      Depositor and have accepted appointment within thirty (30) 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.


    
      
        
        

      

      
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    At
      least
      fifteen (15) calendar days prior to the effective date of such resignation,
      the
      Securities Administrator shall provide written notice to the Depositor or any
      successor pursuant to this Section 10.07.

    


    If
      at any
      time (i) the Securities Administrator shall cease to be eligible in accordance
      with the provisions of Section 10.06 hereof and shall fail to resign after
      written request thereto by the Depositor, (ii) the Securities Administrator
      shall become incapable of acting, or shall be adjudged as bankrupt or insolvent,
      or a receiver of the Securities Administrator or of its property shall be
      appointed, or any public officer shall take charge or control of the Securities
      Administrator or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, (iii)(A) a tax is imposed with respect to the
      Trust
      Fund by any state in which the Securities Administrator or the Trust Fund is
      located and (B) the imposition of such tax would be avoided by the appointment
      of a different Securities Administrator, or (iv) the Securities Administrator
      fails to comply with its obligations under Article XIII and such failure is
      not
      a result of the Securities Administrator’s inability or failure to receive, on a
      timely basis, any information from any other party hereto and under the
      applicable Servicing Agreement needed to prepare for execution or file such
      form
      not resulting from its own negligence, bad faith or willful misconduct, and
      not
      remedied within the lesser of ten (10) calendar days or such period in which
      the
      applicable Exchange Act Report can be timely filed (without taking into account
      any extensions), then, in the case of clauses (i) through (iv), the Depositor
      may remove the Securities Administrator and appoint a successor Securities
      Administrator by written instrument, in triplicate, one copy of which instrument
      shall be delivered to the Securities Administrator so removed, one copy of
      which
      shall be delivered to the Master Servicer and one copy to the successor
      Securities Administrator.

    


    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 by the successor Securities Administrator
      to the Trustee, one complete set to the Securities Administrator so removed
      and
      one complete set to the successor so appointed. Notice of any removal of the
      Securities Administrator shall be given to each Rating Agency by the successor
      Securities Administrator.

    


    Any
      resignation or removal of the Securities Administrator and appointment of a
      successor Securities Administrator pursuant to any of the provisions of this
      Section 10.07 shall become effective upon acceptance by the successor Securities
      Administrator of appointment as provided in Section 10.08 hereof. If at any
      time, Wells Fargo Bank, as Securities Administrator, resigns or is removed
      as
      Securities Administrator under this Section 10.07, then at such time Wells
      Fargo
      Bank shall also resign (and shall be entitled to resign) as Master Servicer
      under this Agreement pursuant to Section 9.09.

    


    Section
      10.08 Successor
      Securities Administrator.
      Any
      successor Securities Administrator (which may be the Trustee) appointed as
      provided in Section 10.07 hereof shall execute, acknowledge and deliver to
      the
      Depositor and to its predecessor Securities Administrator and the Trustee an
      instrument accepting such appointment hereunder 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 hereunder, with the like effect as if originally
      named as Securities Administrator herein. The Depositor, the Trustee, the Master
      Servicer 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.


    
      
        
        

      

      
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    No
      successor Securities Administrator shall accept appointment as provided in
      this
      Section 10.08 unless at the time of such acceptance such successor Securities
      Administrator shall be eligible under the provisions of Section 10.06 hereof
      and
      its appointment shall not adversely affect the then current rating of the
      Certificates, as confirmed in writing by each Rating Agency and has provided
      to
      the Depositor in writing and in form and substance reasonably satisfactory
      to
      the Depositor, all information reasonably requested by the Depositor in order
      to
      comply with its reporting obligation under Item 6.02 of Form 8-K with respect
      to
      a replacement Securities Administrator.

    


    Upon
      acceptance by a successor Securities Administrator of appointment as provided
      in
      this Section 10.08, the Depositor shall mail notice of the succession of such
      Securities Administrator hereunder to all Holders of Certificates. If the
      Depositor fails to mail such notice within ten (10) days after acceptance by
      the
      successor Securities Administrator of appointment, the successor Securities
      Administrator shall cause such notice to be mailed at the expense of the
      Depositor.

    


    Section
      10.09 Merger
      or Consolidation of the Securities Administrator.
      Any
      corporation or other entity into which the Securities Administrator may be
      merged or converted or with which it may be consolidated or any corporation
      or
      other entity resulting from any merger, conversion or consolidation to which
      the
      Securities Administrator shall be a party, or any corporation or other entity
      succeeding to the business of the Securities Administrator, shall be the
      successor of the Securities Administrator hereunder, provided
      that
      such corporation or other entity shall be eligible under the provisions of
      Section 10.06 hereof, without the execution or filing of any paper or further
      act on the part of any of the parties hereto, anything herein to the contrary
      notwithstanding.

    


    Section
      10.10 Assignment
      or Delegation of Duties by the Securities Administrator.
      Except
      as expressly provided herein, the Securities Administrator 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 Securities Administrator; provided,
      however,
      that
      the Securities Administrator shall have the right with the prior written consent
      of the Depositor (which shall not be unreasonably withheld or delayed), 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 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
      Securities Administrator hereunder. Notice of such permitted assignment shall
      be
      given promptly by the Securities Administrator to the Depositor and the Trustee.
      If, pursuant to any provision hereof, the duties of the Securities Administrator
      are transferred to a successor securities administrator, the entire compensation
      payable to the Securities Administrator pursuant hereto shall thereafter be
      payable to such successor securities administrator but in no event shall the
      fee
      payable to the successor securities administrator exceed that payable to the
      predecessor securities administrator.


    
      
        
        

      

      
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    ARTICLE
      XI

     

    TERMINATION

    


    Section
      11.01 Termination
      upon Liquidation or Purchase of the Mortgage Loans.
      Subject
      to Section 11.03, the obligations and responsibilities of the Depositor, the
      Master Servicer, the Servicers, the Securities Administrator and the Trustee
      created hereby with respect to the Trust Fund shall terminate upon the earlier
      of: (a) the Depositor’s requesting the Master Servicer to exercise its option to
      conduct an Auction Call for the purchase of the Mortgage Loans and all other
      property of the Trust Fund on a non-recourse basis with no representations
      or
      warranties of any nature whatsoever and the sale of all of the Property of
      the
      Trust Fund, on or after the Initial Optional Termination Date and (b) the later
      of (i) the maturity or other liquidation (or any Advance with respect thereto)
      of the last Mortgage Loan remaining in the Trust Fund and the disposition of
      all
      REO Property and (ii) the distribution to Certificateholders of all amounts
      required to be distributed to them pursuant to this Agreement. In no event
      shall
      the trusts created hereby continue beyond the expiration of 21 years from the
      death of the survivor of the descendants of Joseph P. Kennedy, the late
      Ambassador of the United States to the Court of St. James’s, living on the date
      hereof. 

    


    The
      Master Servicer shall accommodate such request to conduct an Auction Call at
      its
      sole discretion. The Property of the Trust Fund shall be sold by the Trustee
      as
      directed by the Depositor or the Master Servicer to the entity with the highest
      bid received by the Master Servicer from closed bids solicited by the Master
      Servicer or its designee; provided
      that to
      effectuate such sale, the Master Servicer or its designee shall have made
      reasonable efforts to sell all of the property of the Trust Fund for its fair
      market value in a commercially reasonable manner and on commercially reasonable
      terms, which includes the good faith solicitation of competitive bids to
      prospective purchasers that are recognized broker/dealers for assets of this
      type; and provided,
      further,
      that (i)
      such sale price shall not be less than the Par Value as certified by the
      Depositor, (ii) the Master Servicer receives bids from no fewer than three
      prospective purchasers (which may include the Majority Class P
      Certificateholder) and (iii) such sale price shall be deposited with the Master
      Servicer prior to the Distribution Date following the month in which such value
      is determined; 

    


    The
      proceeds of the purchase or sale of such assets of the Trust pursuant to the
      Auction Call described in this Section 11.01 (other than any Fair Market Value
      Excess) shall be distributed to the Holders of the Certificates in accordance
      with Section 4.01. Any Fair Market Value Excess shall be distributed to the
      Holders of the Class RC Certificates pursuant to Section 4.01(d).

    


    Except
      to
      the extent provided above with regard to allocating any Fair Market Value Excess
      to the Holders of the Class RC Certificates, the proceeds of such a purchase
      or
      sale will be treated as a prepayment of the Mortgage Loans for purposes of
      distributions to Certificateholders. Accordingly, the sale of the Mortgage
      Loans
      and the REO Properties as a result of the exercise of the Auction Call will
      result in the final distribution on the Certificates on that Distribution
      Date.


    
      
        
        

      

      
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    Section
      11.02 Final
      Distribution on the Certificates.
      If, on
      any Remittance Date, the Servicers notify the Securities Administrator that
      there are no Outstanding Mortgage Loans and no other funds or assets in the
      Trust Fund other than the funds in the Collection Account, the Securities
      Administrator shall promptly send a Notice of Final Distribution to the
      applicable Certificateholders. If Avelo exercises its option to terminate the
      Trust Fund pursuant to clause (a) of Section 11.01, or if an Auction Call is
      requested pursuant to clause (b) of such Section, the Master Servicer, pursuant
      to the applicable Step 2 Assignment Agreements and by no later than the tenth
      (10th)
      day of
      the month of final distribution, shall notify the Trustee, each Servicer and
      the
      Securities Administrator of the final Distribution Date and of the applicable
      sale price of the Mortgage Loans and REO Properties.

    


    A
      Notice
      of Final Distribution, specifying the Distribution Date on which
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Securities
      Administrator by letter to Certificateholders mailed not later than the 15th
      day
      of the month of such final distribution. Any such Notice of Final Distribution
      shall specify (a) the Distribution Date upon which final distribution on the
      Certificates will be made upon presentation and surrender of Certificates at
      the
      office therein designated, (b) the amount of such final distribution, (c) the
      location of the office or agency at which such presentation and surrender must
      be made, and (d) that the Record Date otherwise applicable to such Distribution
      Date is not applicable, distributions being made only upon presentation and
      surrender of the Certificates at the office therein specified. The Securities
      Administrator will give such Notice of Final Distribution to each Rating Agency
      at the time such Notice of Final Distribution is given to
      Certificateholders.

    


    In
      the
      event the Mortgage Loans (and REO Properties) and all rights and obligations
      under the Servicing Agreements are purchased or sold pursuant to Section 11.01
      and pursuant to the applicable Step 2 Assignment Agreement, the Master Servicer
      on behalf of the Trustee is required thereunder to remit to the Securities
      Administrator the applicable Termination Price on the applicable Remittance
      Date
      immediately preceding the applicable final Distribution Date. Upon such final
      deposit with respect to the Trust Fund and the receipt by the Securities
      Administrator and the Custodian of a request for release therefor in the form
      of
Exhibit
      L,
      the
      Master Servicer shall direct the Custodian to release and the Custodian shall
      promptly release to the Master Servicer or its designee the related Custodial
      Files for the Mortgage Loans.

    


    Upon
      presentation and surrender of the Certificates, the Securities Administrator
      shall cause to be distributed to the Certificateholders of each Class (after
      reimbursement of all amounts due the Depositor, the Master Servicer, the
      Securities Administrator, the Trustee and the Custodian hereunder), in each
      case
      on the final Distribution Date and in the order set forth in Section 4.01,
      in
      proportion to their respective Percentage Interests, with respect to
      Certificateholders of the same Class, an amount up to an amount equal to (i)
      as
      to each Class of Regular Certificates (except the Class P Certificates), the
      Certificate Balance thereof plus for each such Class accrued interest thereon
      in
      the case of an interest-bearing Certificate and all other amounts to which
      such
      Classes are entitled pursuant to Section 4.01, and (ii) as to the Residual
      Certificates, the amount, if any, which remains on deposit in the Certificate
      Account after application pursuant to clause (i) above (other than the amounts
      retained to meet claims). The foregoing provisions are intended to distribute
      to
      each Class of Regular Certificates any accrued and unpaid interest and principal
      to which they are entitled based on the Pass-Through Rates and actual Class
      Principal Balances or notional principal balances set forth in the Preliminary
      Statement upon liquidation of the Trust Fund.


    
      
        
        

      

      
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    In
      the
      event that any affected Certificateholders shall not surrender Certificates
      for
      cancellation within six (6) months after the 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 for cancellation and receive the final distribution with respect
      thereto. If within six months after the second notice all the applicable
      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
      funds and other assets which remain a part of the Trust Fund. If within one
      (1)
      year after the second notice all Certificates shall not have been surrendered
      for cancellation, the Class R Certificateholders shall be entitled to all
      unclaimed funds and other assets of the Trust Fund which remain subject
      hereto.

    


    Section
      11.03 Additional
      Termination Requirements.
      In the
      event of a Terminating Purchase as provided in Section 11.01, the Trust
      Fund shall be terminated in accordance with the following additional
      requirements, unless the Securities Administrator receives (i) a Special
      Tax Opinion, at the expense of the Purchaser, 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):

    


    (a) The
      Securities Administrator on behalf of the Trustee shall sell all of the assets
      of the Trust Fund to the entity with the highest bid received pursuant to the
      Auction Call and, by the next Distribution Date after such sale, shall
      distribute to the Certificateholders the proceeds of such sale in complete
      liquidation of each of the Trust REMICs; and

    


    (b) The
      Securities Administrator shall attach a statement to the final federal income
      tax return for each of the Trust REMICs stating that pursuant to Treasury
      Regulations Section 1.860F-1, the first day of the ninety (90) day liquidation
      period for each such Trust REMIC was the date on which the Securities
      Administrator on behalf of the Trustee sold the assets of the Trust Fund to
      the
      entity with the highest bid received pursuant to the Auction Call.

    


    ARTICLE
      XII

     

    MISCELLANEOUS
      PROVISIONS

    


    Section
      12.01 Amendment.
      This
      Agreement may be amended from time to time by the Depositor, the Master
      Servicer, the Securities Administrator, the Custodian and the Trustee (and
      the
      Master Servicer may request an amendment or consent to any amendment of a
      Servicing Agreement as directed by the Depositor), without the consent of any
      of
      the Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct
      any
      defective provision herein or in the applicable Servicing Agreement, or to
      supplement any provision in this Agreement which may be inconsistent with any
      other provision herein or in the applicable Servicing Agreement, (iii) to add
      to
      the duties of the Depositor, or the Trustee (or with respect to the applicable
      Servicing Agreement, of the applicable Servicer) the Master Servicer, the
      Securities Administrator or the Custodian, (iv) to add any other provisions
      with
      respect to matters or questions arising hereunder or under the applicable
      Servicing Agreement, or (v) to modify, alter, amend, add to or rescind any
      of
      the terms or provisions contained in this Agreement or in the applicable
      Servicing Agreement; provided
      that any
      action pursuant to clause (iv) or (v) above shall not, as evidenced by an
      Opinion of Counsel (which Opinion of Counsel shall be an expense of the
      requesting party, but in any case shall not be an expense of the Trustee, the
      Master Servicer, the Securities Administrator, the Custodian or the Trust Fund,
      and shall be addressed to the foregoing entities), adversely affect in any
      material respect the interests of any Certificateholder; provided,
      further,
      that
      the amendment shall not be deemed to adversely affect in any material respect
      the interests of the Certificateholders if the Person requesting the amendment
      obtains a letter from each Rating Agency stating that the amendment would not
      result in the downgrading or withdrawal of the respective ratings then assigned
      to the Certificates; it being understood and agreed that any such letter in
      and
      of itself will not represent a determination as to the materiality of any such
      amendment and will represent a determination only as to the credit issues
      affecting any such rating. The Trustee, the Depositor, the Custodian, the
      Securities Administrator and the Master Servicer also may at any time and from
      time to time amend this Agreement (and the Master Servicer shall request the
      Servicers amend the applicable Servicing Agreements), without the consent of
      the
      Certificateholders, to modify, eliminate or add to any of its provisions to
      such
      extent as shall be necessary or helpful to (i) maintain the qualification of
      each Trust REMIC under the REMIC Provisions, (ii) avoid or minimize the risk
      of
      the imposition of any tax on any Trust REMIC pursuant to the Code that would
      be
      a claim at any time prior to the final redemption of the Certificates or (iii)
      comply with any other requirements of the Code; provided
      that the
      Trustee and the Master Servicer have been provided an Opinion of Counsel, which
      opinion shall be an expense of the party requesting such opinion but in any
      case
      shall not be an expense of the Trustee or the Trust Fund, to the effect that
      such action is necessary or helpful to, as applicable, (i) maintain such
      qualification, (ii) avoid or minimize the risk of the imposition of such a
      tax
      or (iii) comply with any such requirements of the Code.


    
      
        
        

      

      
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    This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer, the Custodian, the Securities Administrator and the Trustee (and
      the
      Master Servicer shall consent to any amendment to the applicable Servicing
      Agreement as directed by the Depositor), with the consent of the Holders of
      Certificates evidencing Percentage Interests aggregating not less than 662⁄3% of
      each Class of Certificates affected thereby for the purpose of adding any
      provisions to or changing in any manner or eliminating any of the provisions
      of
      this Agreement or of modifying in any manner the rights of the Holders of
      Certificates; provided,
      however,
      that no
      such amendment shall (i) reduce in any manner the amount of, or delay the timing
      of, payments required to be distributed on any Certificate without the consent
      of the Holder of such Certificate, (ii) adversely affect in any material respect
      the interests of the Holders of any Class of Certificates in a manner other
      than
      as described in clause (i), without the consent of the Holders of Certificates
      of such Class evidencing, as to such Class, Percentage Interests aggregating
      not
      less than 662⁄3%, or (iii) reduce the aforesaid percentages of Certificates the
      Holders of which are required to consent to any such amendment, without the
      consent of the Holders of all such Certificates then
      outstanding.


    
      
        
        

      

      
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    Notwithstanding
      any contrary provision of this Agreement, the Trustee and the Master Servicer
      shall not consent to any amendment to this Agreement or any Servicing Agreement
      unless (i) each shall have first received an Opinion of Counsel, which opinion
      shall not be an expense of the Trustee, the Master Servicer or the Trust Fund,
      to the effect that such amendment will not cause the imposition of any tax
      on
      any Trust REMIC or the Certificateholders or cause any Trust REMIC to fail
      to
      qualify as a REMIC at any time that any Certificates are outstanding and (ii)
      the party seeking such amendment shall have provided written notice to the
      Rating Agencies (with a copy of such notice to the Trustee and the Master
      Servicer) of such amendment, stating the provisions of the Agreement to be
      amended.

    


    Notwithstanding
      the foregoing provisions of this Section 12.01, with respect to any amendment
      that significantly modifies the permitted activities of the Trustee or a
      Servicer under the applicable Servicing Agreement, any Certificate beneficially
      owned by the Depositor or any of its Affiliates or by the Seller or any of
      its
      Affiliates shall be deemed not to be outstanding (and shall not be considered
      when determining the percentage of Certificateholders consenting or when
      calculating the total number of Certificates entitled to consent) for purposes
      of determining if the requisite consents of Certificateholders under this
      Section 12.01 have been obtained.

    


    Promptly
      after the execution of any amendment to this Agreement or any Servicing
      Agreement requiring the consent of Certificateholders, the Trustee shall furnish
      written notification of the substance or a copy of such amendment to each
      Certificateholder and each Rating Agency.

    


    It
      shall
      not be necessary for the consent of Certificateholders under this Section 12.01
      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 Trustee may prescribe.

    


    Nothing
      in this Agreement shall require the Trustee, any Custodian, the Master Servicer
      or the Securities Administrator to enter into an amendment which modifies its
      obligations or liabilities without its consent and in all cases without
      receiving an Opinion of Counsel (which Opinion shall not be an expense of the
      Trustee, any Custodian, the Master Servicer, the Securities Administrator or
      the
      Trust Fund), satisfactory to the Trustee, the Master Servicer or the Securities
      Administrator, as applicable, that (i) such amendment is permitted and is not
      prohibited by this Agreement or the applicable Servicing Agreement and that
      all
      requirements for amending this Agreement or such Servicing Agreement have been
      complied with; and (ii) either (A) the amendment does not adversely affect
      in
      any material respect the interests of any Certificateholder or (B) the
      conclusion set forth in the immediately preceding clause (A) is not required
      to
      be reached pursuant to this Section 12.01.

    


    Notwithstanding
      the Trustee’s consent to, or the Master Servicer’s request for, any amendment of
      any Servicing Agreement pursuant to the terms of this Section 12.01, such
      Servicing Agreement cannot be amended without the consent of the applicable
      Servicer. Neither the Master Servicer nor the Trustee shall be responsible
      for
      any failure by such Servicer to consent to any amendment to the applicable
      Servicing Agreement.


    
      
        
        

      

      
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    Section
      12.02 Recordation
      of Agreement; Counterparts.
      This
      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 shall
      be caused to be effected by the Depositor at the expense of the Trust, but
      only
      if an Opinion of Counsel to the effect that such recordation materially and
      beneficially affects the interests of the Certificateholders is delivered to
      the
      Depositor.

    


    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this 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
      12.03 Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
      THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
      SUCH LAWS.

    


    Section
      12.04 Intention
      of Parties.
      It is
      the express intent of the parties hereto that the conveyance (i) of the Mortgage
      Loans by the Depositor and (ii) of the Trust Fund by the Depositor to the
      Trustee each be, and be construed as, an absolute sale thereof. It is, further,
      not the intention of the parties that such conveyances be deemed a pledge
      thereof. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Depositor, or if for any other
      reason this Agreement is held or deemed to create a security interest in either
      of such assets, then (i) this Agreement shall be deemed to be a security
      agreement within the meaning of the Uniform Commercial Code of the State of
      New
      York and (ii) the conveyances provided for in this Agreement shall be deemed
      to
      be an assignment and a grant by the Depositor to the Trustee, for the benefit
      of
      the Certificateholders, of a security interest in all of the assets transferred,
      whether now owned or hereafter acquired.

    


    The
      Depositor, for the benefit of the Certificateholders, shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the Trust
      Fund, 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 Agreement. The Depositor shall arrange for filing any Uniform
      Commercial Code continuation statements in connection with any security interest
      granted or assigned to the Trustee for the benefit of the
      Certificateholders.

    


    Section
      12.05 Notices.
      (a) The
      Securities Administrator shall use its best efforts to promptly provide notice
      to each Rating Agency with respect to each of the following of which it has
      actual knowledge:


    
      
        
        

      

      
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    (i) Any
      material change or amendment to this Agreement;

    


    (ii) The
      occurrence of any Event of Default that has not been cured;

    


    (iii) The
      resignation or termination of a Servicer, Master Servicer, Securities
      Administrator or the Trustee and the appointment of any successor;

    


    (iv) The
      repurchase or substitution of Mortgage Loans pursuant to this Agreement or
      the
      Sale Agreements; and

    


    (v) The
      final
      payment to Certificateholders.

    


    (b) In
      addition, the Securities Administrator shall promptly make available on its
      internet website to each Rating Agency copies of the following:

    


    (i) Each
      report to Certificateholders described in Section 4.02.

    


    (ii) Each
      Servicer’s annual statement of compliance and the accountant’s report described
      in the Servicing Agreements; and

    


    (iii) Any
      notice of a purchase of a Mortgage Loan pursuant to this Agreement and any
      Sale
      Agreement.

    


    (c) All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered to: (a) in the case of the
      Depositor, the Purchaser or the Goldman Conduit, to Goldman, Sachs & Co., 85
      Broad Street, New York, New York 10004, Attention: President (telecopy number
      (212) 902-3000 and email addresses: Canem.Arkan@gs.com,
      Lawrence.DeCamillo@gs.com and Poonam.Shah@gs.com), or such other address as
      may
      be hereafter furnished to the Securities Administrator by the Depositor in
      writing; (b) in the case of Avelo, to Avelo Mortgage, L.L.C., 250 E. John
      Carpenter Freeway, Suite 300, Irving, Texas 75062, Attention: President and
      General Counsel, or such other address as may be hereafter furnished to the
      Depositor and the Securities Administrator by Avelo in writing; (c) in the
      case
      of IndyMac, to IndyMac Bank, F.S.B. 3465 East Foothill Boulevard Pasadena,
      California 91107 Attention: Secondary Marketing, or such other address as may
      be
      hereafter furnished to the Depositor and the Securities Administrator by IndyMac
      in writing; (d) in the case of RFC, to Residential Funding Company, LLC, 8400
      Normandale Lake Boulevard, Suite 250, Minneapolis, Minnesota 55437, Attention:
      Office of the President, with a copy to Residential Funding Company, LLC, 2255
      N. Ontario Street, Suite 400, Burbank, California 91504, Attention: Bond
      Administration Manager, or such other address as may be hereafter furnished
      to
      the Depositor and the Securities Administrator by RFC in writing; (e) in the
      case of the Trustee or the Securities Administrator to its Corporate Trust
      Office, or such other address as the Trustee or the Securities Administrator
      may
      hereafter furnish to the Depositor; (f) in the case of the Master Servicer
      and
      the Securities Administrator, Wells Fargo Bank, N.A., P.O. Box 98, Columbia,
      Maryland 21046, Attention: Client Manager - GSR 2007-OA2, or such other address
      as may be hereafter furnished to the Depositor and the Securities Administrator
      by the Master Servicer in writing; (g) in the case of Deutsche Bank, Deutsche
      Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana, California
      92705, Attention: Trust Administration - GS07OA2; and (h) in the case of each
      of
      the Rating Agencies, the address specified therefor in the definition
      corresponding to the name of such Rating Agency. Notices to Certificateholders
      shall be deemed given when mailed, first class postage prepaid, to their
      respective addresses appearing in the Certificate Register.


    
      
        
        

      

      
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    Section
      12.06 Severability
      of Provisions.
      If any
      one or more of the covenants, agreements, provisions or terms of this 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 this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

    


    Section
      12.07 Limitation
      on Rights of Certificateholders.
      The
      death or incapacity of any Certificateholder shall not operate to terminate
      this
      Agreement or the trust created hereby, nor entitle such Certificateholder’s
      legal representative or heirs to claim an accounting or to take any action
      or
      commence any proceeding in any court for a petition or winding up of the trust
      created hereby, or 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 provided herein)
      or in
      any manner otherwise control the operation and management of the Trust Fund,
      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 party by
      reason of any action taken by the parties to this Agreement pursuant to any
      provision hereof.

    


    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee a written notice of an Event
      of Default and of the continuance thereof, as herein provided, and unless the
      Holders of Certificates evidencing not less than 25% of the Voting Rights
      evidenced by the Certificates shall also have made written request to the
      Trustee to institute such action, suit or proceeding in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the costs, expenses, and liabilities to be incurred therein
      or thereby, and the Trustee, for sixty (60) 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 being understood and intended,
      and being expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue or by availing itself
      or
      themselves of any provisions of this Agreement to affect, disturb or prejudice
      the rights of the Holders of any other of the Certificates, or to obtain or
      seek
      to obtain priority over or preference to any other such Holder or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      common benefit of all Certificateholders. For the protection and enforcement
      of
      the provisions of this Section 12.07, each and every Certificateholder and
      the
      Trustee shall be entitled to such relief as can be given either at law or in
      equity.


    
      
        
        

      

      
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    Section
      12.08 Certificates
      Nonassessable and Fully Paid.
      It is
      the intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

    


    Section
      12.09 Waiver
      of Jury Trial.
      EACH
      PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT
      PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY
      DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH
      DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

    


    Section
      12.10 Intended
      Third-Party Beneficiary.

    


    [Reserved].

    


    Section
      12.11 Modifications
      of Mortgage Loans.

    


    (a) As
      long
      as any of the Certificates are outstanding and rated by S&P, to the extent
      that there is an amendment to a provision relating to the modification of a
      Mortgage Loan in a Servicing Agreement (as amended by the related Assignment
      Agreement) or the Trust Agreement, the party seeking such amendment shall notify
      S&P in writing of such amendment.

    


    (b) The
      terms
      of any Mortgage Loan shall not be modified such that the maturity of such
      Mortgage Loan exceeds the Final Scheduled Distribution Date.

    


    (c) To
      the
      extent that the Trust or Trustee has the right to consent to or approve the
      modification of a Mortgage Loan, the Master Servicer assumes such right on
      behalf of the Trust or Trustee, as applicable. 

    


    Section
      12.12 Optional
      Purchase of Delinquent Mortgage Loans.
      The
      Depositor (or its assignee), in it sole discretion, shall have the option,
      but
      shall not be obligated, to purchase from the Trust Fund any Mortgage Loan that
      (i) is ninety (90) days or more delinquent or (ii) has experienced a First
      Payment Default; provided,
      that,
      with respect to a purchase under clause (i) above, the outstanding principal
      balance as of the Cut-off Date of such purchased Mortgage Loans shall not exceed
      5% of the aggregate principal balance as of the Cut-off Date of all the Mortgage
      Loans in the Trust Fund. The
      purchase price for any purchased Mortgage Loan shall be 100% of the Scheduled
      Principal Balance of such Mortgage Loan plus accrued and unpaid interest on
      the
      related Mortgage Loan at the applicable Mortgage Interest Rate, plus the amount
      of any unreimbursed Servicing Advances made by the related Servicer with respect
      to such Mortgage Loan plus the amount of any tax imposed on either REMIC formed
      hereby as a result of
      such
      purchase. Upon receipt of such purchase price, the Servicer shall provide to
      the
      Custodian a request for release and the Custodian shall promptly release to
      the
      Depositor or the Servicer, as applicable, the Mortgage File relating to the
      Mortgage Loan being repurchased; and the Trustee shall execute and deliver
      to
      such Servicer, without recourse or representation and warranty, a request for
      reconveyance, deed of reconveyance or release or satisfaction of mortgage or
      such instrument releasing the lien of the Mortgage (furnished by such Servicer),
      together with the Mortgage Note.
      The
      Depositor may exercise the option in clause (ii) above up to 180 days after
      the
      First Payment Default occurs, or later if it has made a claim which has not
      yet
      been resolved with the related Seller within the initial 180 day
      period. 


    
      
        
        

      

      
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    ARTICLE
      XIII

     

    EXCHANGE
      ACT REPORTING 

    


    Section
      13.01 Filing
      Obligations.

    


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

    


    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.

    


    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 Exchange 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 this Trust Agreement and the Mortgage Loans as the Depositor
      reasonably deems appropriate to prepare and file all necessary Exchange Act
      Reports with the Commission.


    
      
        
        

      

      
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    Section
      13.02 Form
      8-K Filings.

    


    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 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.
      

    


    As
      set
      forth on Exhibit M 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-OA2 Mortgage Pass-Through Certificates, Series
      2007-OA2 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
      shall follow the procedures set forth in Section 13.05. Promptly (but no later
      than one Business Day) after filing with the Commission, the Securities
      Administrator shall make available on its internet website (located at
      www.ctslink.com) a final executed copy of each Form 8-K prepared by the
      Securities Administrator. The signing party at the Master Servicer can be
      contacted at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention:
      Corporate Trust, GSR 2007-OA2. The parties to this Agreement acknowledge that
      the performance by the Securities Administrator of its duties under this Section
      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. 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 or under the
      applicable servicing agreement needed to prepare, arrange for execution or
      file
      such Form 8-K, not resulting from its own negligence, bad faith or willful
      misconduct.


    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    


    Section
      13.03 Form
      10-D Filings.

    


    Within
      fifteen days after each Distribution Date (subject to permitted extensions
      under
      the Exchange Act), the Securities Administrator shall prepare and file with
      the
      Commission (and the Master Servicer shall sign on behalf of the Depositor)
      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 shall 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.

    


    As
      set
      forth on Exhibit N hereto, within five calendar days after the related
      Distribution Date, (i) certain parties to the GSR Mortgage Loan Trust 2007-OA2
      Mortgage Pass-Through Certificates, Series 2007-OA2 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 shall 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.

    


    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 shall follow the
      procedures set forth in Section 13.05. Promptly (but no later than one Business
      Day) after filing with the Commission, the Securities Administrator shall 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-OA2. Each
      party to this Agreement acknowledges that the performance by the Securities
      Administrator of its duties under this Section 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.
      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.


    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    


    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.

    


    Section
      13.04 Form
      10-K Filings.

    


    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 13.01,
      (ii)(A) the annual reports on assessment of compliance with servicing criteria
      for each Reporting Servicer, as described under this Section 13.04 and Section
      13.07, and (B) if each Reporting Servicer’s report on assessment of compliance
      with servicing criteria described under Section 13.07 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 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
      13.07, and (B) if any registered public accounting firm attestation report
      described under Section 13.07 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 13.06. 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 13.04. 


    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    


    As
      set
      forth on Exhibit O hereto, no later than March 1 of each year that the Trust
      is
      subject to the Exchange Act reporting requirements, commencing in 2007, (i)
      certain parties to the GSR Mortgage Loan Trust 2007-OA2 Mortgage Pass-Through
      Certificates, Series 2007-OA2 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.

    


    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 shall follow the procedures set forth in Section
      13.05. Promptly (but no later than one Business Day) after filing with the
      Commission, the Securities Administrator shall 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 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 13.04, Section 13.06, Section
      13.01, and Section 13.07. 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 or under
      the applicable Servicing Agreement 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.


    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    


    Section
      13.05 Form
      15 Filing.

    


    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 shall immediately notify the Depositor. In the case of Form 10-D
      and 10-K, the parties to this Agreement shall 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-DA and 10-KA as applicable, pursuant
      to
      Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Securities
      Administrator shall, 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-DA or 10-KA. 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 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.

    


    Section
      13.06 Sarbanes-Oxley
      Certification.

    


    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 J-1 (in the
      case of the Master Servicer) and Exhibit J-2 (in the case of the Securities
      Administrator), 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 with respect to the period of time it was subject to this Agreement
      or any applicable sub-servicing agreement, as the case may be.


    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    


    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.

    


    Section
      13.07 Report
      on Assessment of Compliance and Attestation.

    


    (a) On
      or
      before March 15th of each calendar year, commencing in 2008:

    


    (1) Each
      of
      the Master Servicer, the Securities Administrator and the Custodian shall
      deliver to the Depositor and the Securities Administrator a report regarding
      the
      Master Servicer’s, the Securities Administrator’s or Custodian’s, as applicable,
      assessment of compliance with the Servicing Criteria applicable to it during
      the
      immediately preceding calendar year, as required under Rules 13-A-18 and 15d-18
      of the Exchange Act and Item 1122 of Regulation AB; provided,
      however,
      the
      Securities Administrator and the Custodian shall deliver such report until
      a
      Form 15 is filed pursuant to Section 13.06. Such report shall be signed by
      an
      authorized officer of such Person and shall address each of the Servicing
      Criteria applicable to it identified in Exhibit
      K
      hereto
      delivered to the Depositor concurrently with the execution of this Agreement.
      To
      the extent any of the Servicing Criteria so specified are not applicable to
      such
      Person, with respect to asset-backed securities transactions taken as a whole
      involving such Person and that are backed by the same asset type backing the
      Certificates, such report shall include such a statement to that effect. The
      Depositor and its respective officers and directors shall be entitled to rely
      on
      upon each such servicing criteria assessment.

    


    (2) Each
      of
      the Master Servicer, the Securities Administrator and the Custodian shall
      deliver to the Depositor, the Securities Administrator and the Master Servicer
      a
      report of a registered public accounting firm that attests to, and reports
      on,
      the assessment of compliance made by Master Servicer, the Securities
      Administrator or the Custodian, as applicable, and delivered pursuant to the
      preceding paragraphs. Such attestation shall be in accordance with Rules
      1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
      Exchange Act, including, without limitation that 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. To the extent
      any of the Servicing Criteria are not applicable to such Person, with respect
      to
      asset-backed securities transactions taken as a whole involving such Person
      and
      that are backed by the same asset type backing the Certificates, such report
      shall include such a statement to that effect.


    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    


    (3) The
      Master Servicer shall cause each Servicer and Reporting Subcontractor to deliver
      to the Depositor an assessment of compliance and accountant’s attestation as and
      when provided in paragraphs (a) and (b) of this Section 13.07.

    


    (4) The
      Securities Administrator shall cause each Reporting Subcontractor under its
      employ, if any, to deliver to the Depositor and the Master Servicer an
      assessment of compliance and accountant’s attestation as and when provided in
      paragraphs (a) and (b) of this Section.

    


    (b) Each
      assessment of compliance provided by the Securities Administrator, the Master
      Servicer or the Custodian pursuant to Section 13.07(a)(2) shall address each
      of
      the Servicing Criteria applicable to it specified on a Exhibit
      K
      hereto
      delivered to the Depositor concurrently with the execution of this Agreement
      or,
      in the case of a securities administrator, master servicer or custodian
      subsequently appointed as such, on or prior to the date of such appointment.
      An
      assessment of compliance provided by a Subcontractor pursuant to Section
      13.07(a)(3) or (4) need not address any elements of the Servicing Criteria
      other
      than those specified pursuant to Section 13.07(a)(1).

    


    Section
      13.08 Use
      of
      Subservicers and Subcontractors.

    


    (a) The
      Master Servicer shall cause any subservicer used by the Master Servicer and
      shall cause each Servicer to cause any subservicer used by such servicer for
      the
      benefit of the Depositor to comply with the provisions of this Article XIII
      to
      the same extent as if such Servicer or subservicer were the Master Servicer
      (except with respect to the Master Servicer’s duties with respect to preparing
      and filing any Exchange Act Reports or as the Certifying Person). The Master
      Servicer shall be responsible for obtaining from each Servicer and subservicer
      and delivering to the Depositor any servicer compliance statement required
      to be
      delivered by such Servicer or subservicer pursuant to the second paragraph
      of
      Section 13.04, any assessment of compliance and attestation required to be
      delivered by such Servicer or subservicer under Section 13.07 and any
      certification required to be delivered to the Certifying Person under Section
      13.05 as and when required to be delivered.

    


    (b) It
      shall
      not be necessary for the Master Servicer, any Servicer, any subservicer or
      the
      Securities Administrator to seek the consent of the Depositor or any other
      party
      hereto to the utilization of any Subcontractor. The Master Servicer or the
      Securities Administrator, as applicable, shall promptly upon request provide
      to
      the Depositor (or any designee of the Depositor, such as the Master Servicer
      or
      administrator) a written description (in form and substance satisfactory to
      the
      Depositor) of the role and function of each Subcontractor utilized by such
      Person (or in the case of the Master Servicer, any Servicer or any subservicer),
      specifying (i) the identity of each such Subcontractor, (ii) which (if any)
      of
      such Subcontractors are “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB, and (iii) which elements of the Servicing
      Criteria will be addressed in assessments of compliance provided by each
      Subcontractor identified pursuant to clause (ii) of this
      paragraph.


    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    


    As
      a
      condition to the utilization of any Subcontractor determined to be a Reporting
      Subcontractor, the Master Servicer or the Securities Administrator, as
      applicable, shall cause any such Subcontractor used by such Person (or in the
      case of the Master Servicer, any Servicer or any subservicer) for the benefit
      of
      the Depositor to comply with the provisions of Sections 13.07 of this Agreement
      to the same extent as if such Subcontractor were the Master Servicer (except
      with respect to the Master Servicer’s duties with respect to preparing and
      filing any Exchange Act Reports or as the Certifying Person) or the Securities
      Administrator, as applicable. The Master Servicer or the Securities
      Administrator, as applicable, shall be responsible for obtaining from each
      Subcontractor and delivering to the Depositor and the Master Servicer, any
      assessment of compliance and attestation required to be delivered by such
      Subcontractor under Section 13.07, in each case as and when required to be
      delivered.

    


    


    


    *
      * * * *
      * *

    



    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    

    

      IN
        WITNESS WHEREOF, the parties hereto have caused their names to be signed
        hereto
        by their respective officers thereunto duly authorized as of the day and
        year
        first above written.

       

      GS
        MORTGAGE SECURITIES CORP.,

      as
        Depositor

       

       

      By:
        /s/
        Michelle
        Gill                                    


      Name:
        Michelle Gill 

      Title:
        Vice President 

       

       

      WELLS
        FARGO BANK, N.A., 

      as
        Master
        Servicer 

       

       

      By:/s/
        Martin
        Reed                                     


      Name:
        Martin Reed 

      Title:
        Vice President 

       

       

      WELLS
        FARGO BANK, N.A., 

      as
        Securities Administrator 

       

       

      By:/s/
        Martin
        Reed                                    


      Name:
        Martin Reed 

      Title:
        Vice President 

       

       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY, solely in its capacity as Trustee and not in
        its
        individual capacity

       

       

      By: /s/
        Mei
        Nghia                                       


      Name:
        Mei
        Nghia 

      Title:
        Authorized Signer 

       

       

      By:/s/
        Benaldo
        Reyes                                


      Name:
        Benaldo Reyes 

      Title:
        Vice President

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY, solely in its capacity as Custodian and not
        in its
        individual capacity

       

       

      By: /s/
        Mei
        Nghia                                     


      Name:
        Mei
        Nghia 

      Title:
        Authorized Signer 

       

       

      By:
        /s/
        Benaldo
        Reyes                              


      Name:
        Benaldo Reyes 

      Title:
        Vice President

       

      


    

     

     

    

 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    SCHEDULE
      I

     

    Mortgage
      Loan Schedule

     

    


     

    [To
      be
      retained in a separate closing binder entitled “GSR 2007-OA2 Mortgage Loan
      Schedules” at the Washington D.C. Offices of McKee Nelson LLP]

     


    
      
        
        

      

      
        S-I-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      II

     

    First
      Payment Default Mortgage Loans

    


    [To
      be
      retained in a separate closing binder entitled “GSR 2007-OA2 Mortgage Loan
      Schedules” at the Washington D.C. Offices of McKee Nelson LLP]


    
      
        
        

      

      
        S-II-1

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      A

     

    FORMS
      OF
      SENIOR CERTIFICATES (OTHER THAN THE RESIDUAL CERTIFICATES) AND SUBORDINATE
      CERTIFICATES

     

    (CLASS
      1A-1, CLASS 1X, CLASS 2A-1, CLASS 2X, CLASS A-2, CLASS B-1, CLASS B-2, CLASS
      B-3, CLASS B-4, CLASS B-5, CLASS B-6, CLASS B-7 AND CLASS B-8)

     

    


     


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      B

     

    FORM
      OF
      CLASS P CERTIFICATES

     

    


     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      C

     

    FORMS
      OF
      CLASS R AND CLASS RC CERTIFICATES

     

    


     

     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      D

     

    [Reserved]

     

    


    



    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      E

     

    FORM
      OF
      INITIAL CERTIFICATION OF CUSTODIAN

     

    [date]

     

    [Depositor]

     

    [Trustee]

     

    _____________________

     

    _____________________

     

    
      	 	
              Re:

            	
              Master
                Servicing and Trust Agreement, dated as of October 1, 2007 (the
                “Agreement”), among GS Mortgage Securities Corp., as depositor (the
                “Depositor”), Deutsche Bank National Trust Company, as trustee (in such
                capacity, the “Trustee”) and as custodian (the “Custodian”) and Wells
                Fargo Bank, N.A., as master servicer (in such capacity, the
                “Master Servicer”)
                and securities administrator (in such capacity, the
                “Securities Administrator”)

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Master Servicing and Trust
      Agreement (the “Trust
      Agreement”),
      the
      undersigned, as Custodian, for each Mortgage Loan listed in the Mortgage Loan
      Schedule for which the undersigned is specified as the Custodian (other than
      any
      Mortgage Loan listed in the attached exception report), it has
      received:

     

    (i) the
      original Mortgage Note, endorsed as provided in the following form: “Pay to the
      order of ________, without recourse”; and

     

    (ii) except
      with respect to a MERS Loan, an executed Assignment of Mortgage (which may
      be
      included in a blanket assignment or assignments).

     

    Based
      on
      its review and examination and only as to the foregoing documents, such
      documents appear regular on their face and related to such Mortgage
      Loan.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      Mortgage File beyond the review specifically required in the Trust Agreement.
      The Custodian makes no representations as to: (i) the validity, legality,
      sufficiency, enforceability, recordability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectibility,
      insurability, effectiveness or suitability of any such Mortgage Loan or the
      perfection or priority of any Mortgage. Notwithstanding anything herein to
      the
      contrary, the Custodian has made no determination and makes no representations
      as to whether (i) any endorsement is sufficient to transfer all right, title
      and
      interest of the party so endorsing, as noteholder or assignee thereof, in and
      to
      that Mortgage Note or (ii) any assignment is in recordable form or sufficient
      to
      effect the assignment of and transfer to the assignee thereof, under the
      Mortgage to which the assignment relates.

     


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement.

     

    [DEUTSCHE
      BANK NATIONAL TRUST

    COMPANY],
      not in its individual capacity, but solely as Custodian

     

     

    By:_________________________________

    Name:_______________________________

    Title:________________________________

     

    



    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      F

     

    FORM
      OF
      DOCUMENT CERTIFICATION

    AND
      EXCEPTION REPORT OF CUSTODIAN

     

    [date]

     

    [Depositor]

     

    [Trustee]

     

    _____________________

     

    _____________________

     

    
      	 	
              Re:

            	
              Master
                Servicing and Trust Agreement, dated as of October 1, 2007 (the
                “Agreement”), among GS Mortgage Securities Corp., as depositor (the
                “Depositor”), Deutsche Bank National Trust Company, as trustee (in such
                capacity, the “Trustee”) and as custodian (the “Custodian”) and Wells
                Fargo Bank, N.A., as master servicer (in such capacity, the
                “Master Servicer”)
                and securities administrator (in such capacity, the
                “Securities Administrator”)

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Master Servicing and Trust
      Agreement (the “Trust
      Agreement”),
      the
      undersigned, as Custodian, hereby certifies, subject to any exceptions listed
      on
      the exception report attached hereto, that as to each Mortgage Loan listed
      in
      the Mortgage Loan Schedule for which the undersigned is specified as the
      Custodian (other than any Mortgage Loan paid in full or listed on the attached
      exception report) it has received:

     

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

     

    (b) the
      original Assignment of Mortgage in blank, unless the Mortgage Loan is a MERS
      Loan;

     

    (c) personal
      endorsement and/or guaranty agreements executed in connection with all non
      individual Mortgage Loans (corporations, partnerships, trusts, estates, etc.
      (if
      provided);

     

    (d) the
      related original Mortgage and evidence of its recording or a certified copy
      of
      the Mortgage with evidence of recording thereof;

     


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    (e) except
      with respect to a MERS Loan, originals of any intervening Mortgage assignment
      or
      certified copies in either case evidencing recording; provided
      that the
      assignment may be in the form of a blanket assignment or assignments, a copy
      of
      which with evidence of recording shall be acceptable;

     

    (f) if
      provided, originals of all assumption, modification, agreements or certified
      copies thereof, in either case with evidence of recording if required to
      maintain the lien of the mortgage or if otherwise required, or, if recordation
      is not required, an original or copy of the agreement;

     

    (g) an
      original or copy of a title insurance policy, a certificate of title, or
      attorney’s opinion of title and abstract of title;

     

    (h) to
      the
      extent applicable, (1) an original power of attorney, or a certified copy
      thereof, in either case with evidence of recordation if the document to which
      such power of attorney relates is recorded, and (2) if provided, an original
      or
      copy of any surety agreement or guaranty agreement;

     

    (i) for
      each
      Mortgage Loan with respect to which the Mortgagor’s name as it appears on the
      note does not match the borrower’s name on the Mortgage Loan Schedule, one of
      the following: the original of the assumption agreement or a certified copy
      thereof, in either case with evidence of recording thereon;

     

    (j) a
      security agreement, chattel mortgage or equivalent document executed in
      connection with the mortgage, if provided.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (a) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (b) the information set forth in items 2, 8, 33 and 34 of the Mortgage Loan
      Schedule accurately reflects information set forth in the Custodial
      File.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      Mortgage File beyond the review of the Custodial File specifically required
      in
      the Trust Agreement. The Custodian makes no representations as to: (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectibility,
      insurability, effectiveness or suitability of any such Mortgage Loan or the
      perfection or priority of any Mortgage. Notwithstanding anything herein to
      the
      contrary, the Custodian has made no determination and makes no representations
      as to whether (i) any endorsement is sufficient to transfer all right, title
      and
      interest of the party so endorsing, as noteholder or assignee thereof, in and
      to
      that Mortgage Note or (ii) any assignment is in recordable form or sufficient
      to
      effect the assignment of and transfer to the assignee thereof, under the
      Mortgage to which the assignment relates.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement.

    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    

     

    [DEUTSCHE
      BANK NATIONAL TRUST

    COMPANY],
      not in its individual capacity, but solely as Custodian

    
 

     

    By:_________________________________

    Name:_______________________________

    Title:________________________________

     

    



    
      
        
        

      

      
        F-3

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      G

     

    FORM
      OF
      RESIDUAL TRANSFER AFFIDAVIT

     

    GSR
      Mortgage Loan Trust 2007-OA2,

    Mortgage
      Pass-Through Certificates, Series 2007-OA2

     

    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    


    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1. The
      undersigned is an officer of ___________________, the proposed Transferee of
      an
      Ownership Interest in a Class [R][RC] Certificate (the “Certificate”)
      issued
      pursuant to the Master Servicing and Trust Agreement (the “Agreement”),
      among
      GS Mortgage Securities Corp., as depositor (the “Depositor”),
      Deutsche Bank National Trust Company, as trustee (the “Trustee”)
      and as
      custodian, and Wells Fargo Bank, N.A., as Master Servicer (in such capacity,
      the
“Master
      Servicer”)
      and
      Securities Administrator (in such capacity, the “Securities
      Administrator”).
      Capitalized terms used, but not defined herein, shall have the meanings ascribed
      to such terms in the Agreement. The Transferee has authorized the undersigned
      to
      make this affidavit on behalf of the Transferee for the benefit of the
      Depositor, the Securities Administrator and the Trustee.

     

    2. The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. The Transferee has no knowledge
      that any such affidavit is false.

     

    3. The
      Transferee has been advised of, and understands that (i) a tax will be imposed
      on Transfers of the Certificate to Persons that are not Permitted Transferees;
      (ii) such tax will be imposed on the transferor, or, if such Transfer is through
      an agent (which includes a broker, nominee or middleman) for a Person that
      is
      not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable
      for the tax shall be relieved of liability for the tax if the subsequent
      Transferee furnished to such Person an affidavit that such subsequent Transferee
      is a Permitted Transferee and, at the time of Transfer, such Person does not
      have actual knowledge that the affidavit is false.

     

    4. The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass through entity an affidavit that such record holder
      is a Permitted Transferee and the pass through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury Regulations, persons holding
      interests in pass through entities as a nominee for another
      Person.)

     


    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    


    5. The
      Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
      and
      understands the legal consequences of the acquisition of an Ownership Interest
      in the Certificate including, without limitation, the restrictions on subsequent
      Transfers and the provisions regarding voiding the Transfer and mandatory sales.
      The Transferee expressly agrees to be bound by and to abide by the provisions
      of
      Section 5.02(c) of the Agreement and the restrictions noted on the face of
      the
      Certificate. The Transferee understands and agrees that any breach of any of
      the
      representations included herein shall render the Transfer to the Transferee
      contemplated hereby null and void.

     

    6. The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee. In connection with any
      such
      Transfer by the Transferee, the Transferee agrees to deliver to the Securities
      Administrator a certificate substantially in the form set forth as Exhibit
      H
      to the
      Agreement (a “Transferor
      Certificate”)
      to the
      effect that such Transferee has no actual knowledge that the Person to which
      the
      Transfer is to be made is not a Permitted Transferee.

     

    7. The
      Transferee has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes payable
      with respect to the Certificate may exceed the cash flow with respect thereto
      in
      some or all periods and intends to pay such taxes as they become due. The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the
      Certificate.

     

    8. The
      Transferee’s taxpayer identification number is __________.

     

    9. The
      Transferee is a U.S. Person as defined in Code Section 7701(a)(30).

     

    10. The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11. The
      Transferee will not cause income from the Certificate to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Transferee or any other U.S.
      person.

     

    12. Check
      one
      of the following:

     

    o
The
      present value of the anticipated tax liabilities associated with holding the
      Certificate, as applicable, does not exceed the sum of:

     


    
      
        
        

      

      
        G-2

        
          

        

      

      
        
        

      

    


    (i) the
      present value of any consideration given to the Transferee to acquire such
      Certificate;

     

    (ii) the
      present value of the expected future distributions on such Certificate;
      and

     

    (iii) the
      present value of the anticipated tax savings associated with holding such
      Certificate as the related REMIC generates losses.

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at the
      highest rate currently specified in Section 11(b) of the Code (but the tax
      rate
      in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in Section 11(b) of the Code if the Transferee has been subject to
      the
      alternative minimum tax under Section 55 of the Code in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate) and (ii) present values are computed using a
      discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
      of the Code for the month of the transfer and the compounding period used by
      the
      Transferee.

     

    o
The
      transfer of the Certificate complies
      with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and,
      accordingly,

     

    (i) the
      Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations
      Section 1.860E-1(c)(6)(i), as to which income from the Certificate will only
      be
      taxed in the United States;

     

    (ii) at
      the
      time of the transfer, and at the close of the Transferee’s two fiscal years
      preceding the year of the transfer, the Transferee had gross assets for
      financial reporting purposes (excluding any obligation of a person related
      to
      the Transferee within the meaning of U.S. Treasury Regulations Section
      1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10
      million;

     

    (iii) the
      Transferee will transfer the Certificate only to another “eligible corporation,”
as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a
      transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i),
      (ii)
      and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
      and

     

    (iv) the
      Transferee determined the consideration paid to it to acquire the Certificate
      based on reasonable market assumptions (including, but not limited to, borrowing
      and investment rates, prepayment and loss assumptions, expense and reinvestment
      assumptions, tax rates and other factors specific to the Transferee) that it
      has
      determined in good faith.

     

    o
None
      of the above.

     


    
      
        
        

      

      
        G-3

        
          

        

      

      
        
        

      

    


    13. The
      Transferee (a) is not an employee benefit plan that is subject to Title I of
      ERISA or a plan that is subject to Section 4975 of the Code or a plan subject
      to
      any federal, state or local law that is substantially similar to Title I of
      ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
      of
      or investing plan assets of such a plan or (b) if this certificate has been
      the
      subject of an ERISA-Qualifying Underwriting, the transferee is an insurance
      company that is purchasing this certificate with funds contained in an
“insurance company general account” (as such term is defined in Section V(e) of
      Prohibited Transaction Class Exemption 95-60 (“PTCE
      95-60”))
      and
      the purchase and holding of such Certificates satisfy the requirements for
      exemptive relief under Sections I and III of PTCE 95-60.

     


    
      
        
        

      

      
        G-4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
      ____
      day of _______, 20__.

     

     

    _______________________________

    Print
      Name of Transferee

     

     

    By:______________________________

    Name:

    Title:

     

    [Corporate
      Seal]

     

    ATTEST:

     

     

    _______________________________

    [Assistant]
      Secretary

     

    Personally
      appeared before me the above-named __________, known or proved to me to be
      the
      same person who executed the foregoing instrument and to be the ___________
      of
      the Transferee, and acknowledged that he executed the same as his free act
      and
      deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this ____ day of ________, 20__.

     

    ___________________________

    NOTARY
      PUBLIC


     

    My
      Commission expires the __ day

    of
      _________, 20__

     

    



    
      
        
        

      

      
        G-5

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      H

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    __________,
      20__

     

    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust Services, GSR 2007-OA2

     

    
      	 	
              Re:

            	
              GSR
                Mortgage Loan Trust 2007-OA2, Mortgage Pass-Through 

              Certificates
                Series 2007-OA2, Class [___]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”),
      and
      are being disposed by us in a transaction that is exempt from the registration
      requirements of the Act, (b) we have not offered or sold any Certificates to,
      or
      solicited offers to buy any Certificates from, any person, or otherwise
      approached or negotiated with any person with respect thereto, in a manner
      that
      would be deemed, or taken any other action which would result in, a violation
      of
      Section 5 of the Act and (c) to the extent we are disposing of a Residual
      Certificate, (A) we have no knowledge the Transferee is not a Permitted
      Transferee and (B) after conducting a reasonable investigation of the financial
      condition of the Transferee, we have no knowledge and no reason to believe
      that
      the Transferee will not pay all taxes with respect to the Residual Certificates
      as they become due and (C) we have no reason to believe that the statements
      made
      in paragraphs 7, 10 and 11 of the Transferee’s Residual Transfer Affidavit are
      false.

     

    Very
      truly yours,

    
 

    _______________________________


    Print
      Name of Transferor

    


    


    By:_________________________________

    Authorized
      Officer

    


     

    



    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      I-1

     

    FORM
      OF
      RULE 144A LETTER

     

    ____________,
      20__

     

    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust Services, GSR 2007-OA2

    


    
      	 	
              Re:

            	
              GSR
                Mortgage Loan Trust 2007-OA2, Mortgage Pass-Through Certificates,
                Series 2007-OA2, Class [__]

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”),
      or
      any state securities laws and are being transferred to us in a transaction
      that
      is exempt from the registration requirements of the Act and any such laws,
      (b)
      we have such knowledge and experience in financial and business matters that
      we
      are capable of evaluating the merits and risks of investments in the
      Certificates, (c) we have had the opportunity to ask questions of and receive
      answers from the Depositor concerning the purchase of the Certificates and
      all
      matters relating thereto or any additional information deemed necessary to
      our
      decision to purchase the Certificates, (d) either we are purchasing a Class
      1A-1, Class 1X, Class 2A-1, Class 2X or Class A-2, Certificate, or we are not
      an
      employee benefit plan that is subject to Title I of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”),
      or a
      plan or arrangement that is subject to Section 4975 of the Internal Revenue
      Code
      of 1986, as amended (the “Code”),
      or a
      plan subject to any federal, state or local law materially similar to the
      foregoing provisions of ERISA or the Code, nor are we acting on behalf of any
      such plan or arrangement or using the assets of any such plan or arrangement
      to
      effect such acquisition, or, with respect to an ERISA-Restricted Certificate
      that has been the subject of an ERISA-Qualifying Underwriting, the purchaser
      is
      an insurance company that is purchasing this certificate with funds contained
      in
      an “insurance company general account” (as such term is defined in Section V(e)
      of Prohibited Transaction Class Exemption 95-60 (“PTCE
      95-60”))
      and
      the purchase and holding of such ERISA-Restricted Certificates satisfy the
      requirements for exemptive relief under Sections I and III of PTCE 95-60, (e)
      we
      have not, nor has anyone acting on our behalf offered, transferred, pledged,
      sold or otherwise disposed of the Certificates, any interest in the Certificates
      or any other similar security to, or solicited any offer to buy or accept a
      transfer, pledge or other disposition of the Certificates, any interest in
      the
      Certificates or any other similar security from, or otherwise approached or
      negotiated with respect to the 

     


    
      
        
        

      

      
        I-1-1

        
          

        

      

      
        
        

      

    


    Certificates,
      any interest in the Certificates or any other similar security with, any person
      in any manner, or made any general solicitation by means of general advertising
      or in any other manner, or taken any other action, that would constitute a
      distribution of the Certificates under the Securities Act or that would render
      the disposition of the Certificates a violation of Section 5 of the Securities
      Act or require registration pursuant thereto, nor will act, nor has authorized
      or will authorize any person to act, in such manner with respect to the
      Certificates and (f) we are a “qualified institutional buyer” as that term is
      defined in Rule 144A under the Securities Act and have completed either of
      the
      forms of certification to that effect attached hereto as Annex 1 or Annex 2.
      We
      are aware that the sale to us is being made in reliance on Rule 144A. We are
      acquiring the Certificates for our own account or for resale pursuant to Rule
      144A and further, understand that such Certificates may be resold, pledged
      or
      transferred only (i) to a person reasonably believed to be a qualified
      institutional buyer that purchases for its own account or for the account of
      a
      qualified institutional buyer to whom notice is given that the resale, pledge
      or
      transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
      exemption from registration under the Securities Act.

     


    
      
        
        

      

      
        I-1-2

        
          

        

      

      
        
        

      

    


    ANNEX
      1
      TO EXHIBIT I

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”)
      hereby
      certifies as follows to the parties listed in the Rule 144A Transferee
      Certificate to which this certification relates with respect to the Certificates
      described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule
      144A”),
      because (i) the Buyer owned and/or invested on a discretionary basis
      $___________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    ____ Corporation,
      etc.
      The
      Buyer is a corporation (other than a bank, savings and loan association or
      similar institution), Massachusetts or similar business trust, partnership,
      or
      charitable organization described in Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended.

     

    ____ Bank.
      The
      Buyer (a) is a national bank or banking institution organized under the laws
      of
      any State, territory or the District of Columbia, the business of which is
      substantially confined to banking and is supervised by the State or territorial
      banking commission or similar official or is a foreign bank or equivalent
      institution, and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a
      copy
      of which is attached hereto.

     

    ____ Savings
      and Loan.
      The
      Buyer (a) is a savings and loan association, building and loan association,
      cooperative bank, homestead association or similar institution, which is
      supervised and examined by a State or Federal authority having supervision
      over
      any such institutions or is a foreign savings and loan association or equivalent
      institution and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a
      copy
      of which is attached
      hereto.

     

    ____ Broker-dealer.
      The
      Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
      Act of 1934.

     

    ____ Insurance
      Company.
      The
      Buyer is an insurance company whose primary and predominant business activity
      is
      the writing of insurance or the reinsuring of risks underwritten by insurance
      companies and which is subject to supervision by the insurance commissioner
      or a
      similar official or agency of a State, territory or the District of
      Columbia.

     

    _____________________

    1    Buyer
      must own and/or invest on a discretionary basis at least $100,000,000 in
      securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
      invest on a discretionary basis at least $10,000,000 in securities.



    
      
        
        

      

      
        I-1-3

        
          

        

      

      
        
        

      

    


    ____ State
      or Local Plan.
      The
      Buyer is a plan established and maintained by a State, its political
      subdivisions, or any agency or instrumentality of the State or its political
      subdivisions, for the benefit of its employees.

     

    ____ ERISA
      Plan.
      The
      Buyer is an employee benefit plan within the meaning of Title I of the Employee
      Retirement Income Security Act of 1974.

     

    ____ Investment
      Advisor.
      The
      Buyer is an investment advisor registered under the Investment Advisors Act
      of
      1940.

     

    ____ Small
      Business Investment Company.
      Buyer
      is a small business investment company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment
      Act
      of 1958.

     

    ____ Business
      Development Company.
      Buyer
      is a business development company as defined in Section 202(a)(22) of the
      Investment Advisors Act of 1940.

     

     

    3. The
      term
“securities”
as
      used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Buyer, (ii) securities that
      are part of an unsold allotment to or subscription by the Buyer, if the Buyer
      is
      a dealer, (iii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
      (v) loan participations, (vi) repurchase agreements, (vii) securities owned
      but
      subject to a repurchase agreement and (viii) currency, interest rate and
      commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published. If clause (ii) in the preceding sentence applies, the securities
      may be valued at market. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934, as
      amended.

     

    5. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Certificates are relying and will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    6. Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the
      parties to which this certification is made of any changes in the information
      and conclusions herein. Until such notice is given, the Buyer’s purchase of the
      Certificates will constitute a reaffirmation of this certification as of the
      date of such purchase. In addition, if the Buyer is a bank or savings and loan
      is provided above, the Buyer agrees that it will furnish to such parties updated
      annual financial statements promptly after they become available.

     


    
      
        
        

      

      
        I-1-4

        
          

        

      

      
        
        

      

    


    _____________________________

    Print
      Name of Transferee

    


    


    By: 
      _________________________

    Name:

    Title:

    


     

    Date:
      _________________________


    
      
        
        

      

      
        I-1-5

        
          

        

      

      
        
        

      

    


    ANNEX
      2
      TO EXHIBIT I

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”)
      hereby
      certifies as follows to the parties listed in the Rule 144A Transferee
      Certificate to which this certification relates with respect to the Certificates
      described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule
      144A”),
      because Buyer is part of a Family of Investment Companies (as defined below),
      is
      such an officer of the Adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii)
      as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal year. For
      purposes of determining the amount of securities owned by the Buyer or the
      Buyer’s Family of Investment Companies, the cost of such securities was used,
      except (i) where the Buyer or the Buyer’s Family of Investment Companies reports
      its securities holdings in its financial statements on the basis of their market
      value, and (ii) no current information with respect to the cost of those
      securities has been published. If clause (ii) in the preceding sentence applies,
      the securities may be valued at market.

    ____ The
      Buyer
      owned $___________ in securities (other than the excluded securities referred
      to
      below) as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A).

    ____ The
      Buyer
      is part of a Family of Investment Companies which owned in the aggregate
      $__________ in securities (other than the excluded securities referred to below)
      as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A).

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities
      issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

     


    
      
        
        

      

      
        I-1-6

        
          

        

      

      
        
        

      

    


    5. The
      Buyer
      is familiar with Rule 144A and understands that the parties listed in the Rule
      144A Transferee Certificate to which this certification relates are relying
      and
      will continue to rely on the statements made herein because one or more sales
      to
      the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
      purchase for the Buyer’s own account.

     

    6. Until
      the
      date of purchase of the Certificates, the undersigned will notify the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates of any changes in the information and conclusions herein. Until such
      notice is given, the Buyer’s purchase of the Certificates will constitute a
      reaffirmation of this certification by the undersigned as of the date of such
      purchase.

     

    _________________________________

    Print
      Name of Transferee

    


     

    By:_______________________________

    Name:

    Title:

    


    


    IF
      AN
      ADVISER:

    


    


    


    __________________________________

    Print
      Name of Buyer

    


    


    Date:______________________________

     

    
      
        
        

      

      
        I-1-7

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I-2

    ERISA
      TRANSFER AFFIDAVIT

    


    


    
      	
              Re:

            	
              GS
                Mortgage Securities Corp.,

            


    

    
      	 	
               
                as Depositor

            


    

    
      	 	
              GSR
                Mortgage Loan Trust

            


    

    
      	 	
              2007-OA2
                (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:

    
      
        
        

      

      
        I-2-1

        
          

        

      

      
        
        

      

    

    


    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR 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 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 DEPOSITOR 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.


    
      
        
        

      

      
        I-2-2

        
          

        

      

      
        
        

      

    


    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 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) has
      provided a Benefit Plan Opinion satisfactory to 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 Benefit Plan Opinion
      shall not be an expense of the Trust or any of the above parties.



    
      
        
        

      

      
        I-2-3

        
          

        

      

      
        
        

      

    


    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: ________________________

    


    



    
      
        
        

      

      
        I-2-4

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I-3

    


    


    FORM
      OF
      TRANSFER CERTIFICATE

    FOR
      TRANSFER FROM RULE 144A CERTIFICATE

    TO
      REGULATION S GLOBAL SECURITY

    


     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust Services, GSR 2007-OA2

    


    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

    


    Re:   GS
      Mortgage Securities Corp., Depositor

    GSR
      Mortgage Loan Trust 2007-OA2,

    Mortgage
      Pass-Through Certificates, Series 2007-OA2

    


     

    Reference
      is hereby made to the Master Servicing and Trust Agreement dated as of October
      1, 2007 (the “Trust Agreement”), among GS
      Mortgage Securities Corp., as Depositor, Wells
      Fargo Bank, N.A.,
      as Master Servicer and Securities Administrator, and Deutsche Bank National
      Trust Company, as Trustee and as Custodian
      (the
“Agreement”). Capitalized terms used but not defined herein shall have the
      meanings given to them in the Agreement.

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        I-3-1

        
          

        

      

      
        
        

      

    


    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).

            


    

     


    
      
        
        

      

      
        I-3-2

        
          

        

      

      
        
        

      

    


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

     

    


    


    


    _______________________________


    [Name
      of
      Transferor]

    


    


    By:_________________________________

         
      Name:

         
      Title:

     

    Date:
      _________________, _____

    


    


    



    
      
        
        

      

      
        I-3-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I-4

    


    


    FORM
      OF
      TRANSFER CERTIFICATE FOR TRANSFER 

    FROM
      REGULATION S GLOBAL SECURITY

    TO
      RULE
      144A CERTIFICATE

    


    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      GSR 2007-OA2

    


    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

    


    
      	
              Re:

            	
              GS
                Mortgage Securities Corp.,
                Depositor

            


    

    GSR
      Mortgage Loan Trust 2007-OA2,

    Mortgage
      Pass-Through Certificates, Series 2007-OA2

    


     

    Reference
      is hereby made to the Master Servicing and Trust Agreement dated as of October
      1, 2007 (the “Trust Agreement”), among GS
      Mortgage Securities Corp., as Depositor, Wells
      Fargo Bank, N.A.,
      as Master Servicer and Securities Administrator and Deutsche Bank National
      Trust
      Company, as Trustee and as Custodian (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.

     

                                                                
      

    [Name
      of
      Transferor]

    


    By:                                                        

    Name:

    Title:

     

    Date:             
        ,
             

    


    



    
      
        
        

      

      
        I-4-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      J-1

     

    FORM
      OF
      BACK-UP CERTIFICATION

    (Master
      Servicer)

     

     

    
      	 	
              Re:

            	
              Master
                Servicing and Trust Agreement, dated as of October 1, 2007 (the
                “Agreement”),
                among GS Mortgage Securities Corp., as depositor (the “Depositor”),
                Deutsche Bank National Trust Company, as trustee (in such capacity,
                the
                “Trustee”)
                and as custodian (the “Custodian”)
                and Wells Fargo Bank, N.A., as master servicer (in such capacity,
                the
                “Master
                Servicer”)
                and securities administrator (in such capacity, the “Securities
                Administrator”)

            


    

     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY] (the “Company”), certify to the Depositor, and its officers, with the
      knowledge and intent that they will rely upon this certification,
      that:

     

    (1) I
      have reviewed the servicer compliance statement of the Company provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Company’s compliance with the servicing criteria set
      forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in
      accordance with Rules 13-A-18 and 15d-18 under Securities Exchange Act of 1934,
      as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13-A-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation Report”), all servicing
      reports, officer’s certificates and other information relating to the servicing
      of the Mortgage Loans by the Company during 2007 that were delivered by the
      Company to the Depositor and the Securities Administrator pursuant to the
      Agreement (collectively, the “Company Servicing Information”); 

     

    (2) Based
      on my knowledge, the Company Servicing Information, taken as a whole, does
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on my knowledge, all of the Company Servicing Information required to be
      provided by the Company under the Agreement has been provided to the
      Depositor;

     

    (4) I
      am responsible for reviewing the activities performed by the Company as a
      servicer under the Agreement, and based on my knowledge and the compliance
      review conducted in preparing the Compliance Statement and except as disclosed
      in the Compliance Statement, the Servicing Assessment or the Attestation Report,
      the Company has fulfilled its obligations under the Agreement;
      and


    
      
        
        

      

      
        J-1-1

        
          

        

      

      
        
        

      

    


     

    (5) The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to the Master Servicer. Any material instances
      of
      noncompliance described in such reports have been disclosed to the Master
      Servicer. Any material instance of noncompliance with the Servicing Criteria
      has
      been disclosed in such reports.

     

    Date: _________________________

     

    By: 
      ________________________________
Name:
Title:

    
       

    

    


     

    


     


    
      
        
        

      

      
        J-1-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      J-2

     

    FORM
      OF
      BACK-UP CERTIFICATION

     

    (Securities
      Administrator)

     

     

    
      	 	
              Re:

            	
              Master
                Servicing and Trust Agreement, dated as of October 1, 2007 (the
                “Agreement”),
                among GS Mortgage Securities Corp., as depositor (the “Depositor”),
                Deutsche Bank National Trust Company, as trustee (in such capacity,
                the
                “Trustee”)
                and as custodian (the “Custodian”),
                and Wells Fargo Bank, N.A., as master servicer (in such capacity,
                the
                “Master
                Servicer”)
                and securities administrator (in such capacity, the “Securities
                Administrator”)

            


    

    


     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY] (the “Company”), certify to the Depositor, and its officers, with the
      knowledge and intent that they will rely upon this certification,
      that:

     

    (1) I
      have reviewed the report on assessment of the Company’s compliance with the
      servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing
      Criteria”), provided in accordance with Rules 13-A-18 and 15d-18 under
      Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122
      of Regulation AB (the “Servicing Assessment”), the registered public accounting
      firm’s attestation report provided in accordance with Rules 13-A-18 and 15d-18
      under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), all reports on Form 10-D containing statements to Certificateholders
      filed in respect of the period included in the year covered by the annual report
      of the Trust Fund (collectively, the “Distribution Date Statements”);


     

    (2) Assuming
      the accuracy and completeness of the information delivered to the Company by
      the
      Master Servicer as provided in the Agreement and subject to paragraph (4) below,
      the distribution information determined by the Company and set forth in the
      Distribution Date Statements contained in all Form 10-D’s included in the year
      covered by the annual report of such Trust on Form 10-K for the calendar year
      200[ ], is complete and does not contain any material misstatement of fact
      as of
      the last day of the period covered by such annual report;

     

    (3) Based
      solely on the information delivered to the Company by the Master Servicer as
      provided in the Agreement, (i) the distribution information required under
      the
      Agreement to be contained in the Trust Fund’s Distribution Date Statements and
      (ii) the servicing information required to be provided by the Master Servicer
      to
      the Securities Administrator for inclusion in the Trust Fund’s Distribution Date
      Statements, to the extent received by the Securities Administrator from the
      Master Servicer in accordance with the Agreement, is included in such
      Distribution Date Statements;


    
      
        
        

      

      
        J-2-1

        
          

        

      

      
        
        

      

    


     

    (4) The
      Company is not certifying as to the accuracy, completeness or correctness of
      the
      information which it received from the Master Servicer and did not independently
      verify or confirm the accuracy, completeness or correctness of the information
      provided by the Master Servicer; 

     

    (5) I
      am responsible for reviewing the activities performed by the Company as a person
      “performing a servicing function” under the Agreement, and based on my knowledge
      and the compliance review conducted in preparing the Servicing Assessment and
      except as disclosed in the Servicing Assessment or the Attestation Report,
      the
      Company has fulfilled its obligations under the Agreement; and

     

    (6) The
      Servicing Assessment and Attestation Report required to be provided by the
      Company pursuant to the Agreement, have been provided to the Depositor. Any
      material instances of noncompliance described in such reports have been
      disclosed to the Depositor. Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.

     

    Date: ________________________________

     

    By: 
      ________________________________
Name:
Title:

    


     

    



    
      
        
        

      

      
        J-2-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      K

     

    FORM
      OF
      SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
      STATEMENT

     

    The
      assessment of compliance to be delivered by the [Master Servicer] [Securities
      Administrator] [Custodian] shall address, at a minimum, the criteria identified
      as below as “Applicable Servicing Criteria”: 

     

    


    
      	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
               

              Custodian

            
	
              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.

            	 	 	 
	
              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.

            	 	 	 
	
              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

            	 	 


    


    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
               

              Custodian

            
	
              Reference

            	
              Criteria

            	 	 	
               

            
	
              1122(d)(2)(iii)

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

            	
               

               

              X

            	 	 
	
              1122(d)(2)(iv)

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

            	
               

               

              X

            	 	 
	
              1122(d)(2)(v)

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

            	
               

               

               

              X

            	 	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
               

              X

            	 	 
	
              1122(d)(2)(vii)

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

            	
               

               

               

               

               

              X

            	 	 
	 	
              Investor
                Remittances and Reporting

            	 	 	 


    


    
      
        
        

      

      
        K-2

        
          

        

      

      
        
        

      

    


    


    
      	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
               

              Custodian

            
	
              Reference

            	
              Criteria

            	 	 	
               

            
	
              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

            	
               

               

               

               

               

              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

            	
               

              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.

            	 	 	
              X

            
	
              1122(d)(4)(ii)

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

            	 	 	
              X

            


    


    
      
        
        

      

      
        K-3

        
          

        

      

      
        
        

      

    


    


    
      	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
               

              Custodian

            
	
              Reference

            	
              Criteria

            	 	 	
               

            
	
              1122(d)(4)(iii)

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

            	 	 	 
	
              1122(d)(4)(iv)

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

            	 	 	 
	
              1122(d)(4)(v)

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

            	 	 	 
	
              1122(d)(4)(vi)

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

            	 	 	 
	
              1122(d)(4)(vii)

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

            	 	 	 
	
              1122(d)(4)(viii)

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

            	 	 	 


    


    
      
        
        

      

      
        K-4

        
          

        

      

      
        
        

      

    


    


    
      	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
               

              Custodian

            
	
              Reference

            	
              Criteria

            	 	 	
               

            
	
              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.

            	 	 	 


    


    
      
        
        

      

      
        K-5

        
          

        

      

      
        
        

      

    


    


    
      	
              Servicing
                Criteria

            	
              Master
                Servicer

            	
              Securities
                Administrator

            	
               

              Custodian

            
	
              Reference

            	
              Criteria

            	 	 	
               

            
	
              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.

            	 	 	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 	 	 
	 	
               

            	 	 	
               

            


    

    


    


     

     

    



    
      
        
        

      

      
        K-6

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L

     

    FORM
      OF
      REQUEST FOR RELEASE OF DOCUMENTS

     

    
      	
              To: 

            	
              [Deutsche
                Bank National Trust Company

            


    

    1761
      East
      St. Andrew Place, 

    Santa
      Ana, California 92705

    Attention:
      Mortgage Custody - GS07OA2]

    


    


    RE:
       Master
      Servicing and Trust Agreement, dated as of October 1, 2007 (the “Agreement”),
      among GS Mortgage Securities Corp., as depositor (the “Depositor”), Deutsche
      Bank National Trust Company, as trustee (in such capacity, the “Trustee”) and as
      custodian and Wells Fargo Bank, N.A., as master servicer (in such capacity,
      the
“Master Servicer”) and securities administrator (in such capacity, the
“Securities Administrator”)

    


    In
      connection with and pursuant to Section____________, of the agreement, we
      request the release and acknowledge of the custodial file for the mortgage
      loan
      described below, for the reason indicated below. Further, any payments received
      by the Servicer listed below in connection with this request for release have
      been deposited into the Certificate Account for the benefit of the
      Trust.

    


    FROM:
      Servicer:________________________________________________________,
      City/State______________

    


    SERVICER
      LOAN #: ___________________________, 

    DEUTSCHE
      BANK #_____________________________________,

    Deal
      Name: ____________________,

    


    Mortgagor’s
      Name: _______________________________________________ Original
      loan amount: ________

    


    Property
      Address: ________________________________________________ Payment amount:
      ____________

    


    City/State/Zip:
      __________________________________________________ Interest rate:
      ________________

    


    REASON
      FOR REQUESTING DOCUMENTS (check one)

    


    ________1.
      Loan paid in full

    


    ________2.
      Loan in foreclosure

    


    ________3.
      Loan being substituted

    


    ________4.
      Loan being liquidated by company


    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    


    ________5.
      Other (please explain)
      _________________________________________________________

    


    If
      box 1
      or 4 above is checked, and if all or part of the Custodial File was previously
      released to us, then please provide a copy of the previous release request
      (RR)
      to us as well as any additional documents in your possession relating to the
      above specified mortgage loan.

    


    If
      box 2
      or 5 above is checked, then upon our return to you as custodian, all of the
      documents for the above specified mortgage loan, please acknowledge your receipt
      by signing in the space indicated below, and returning this form to
      us.

    


    COMPANY
      NAME:____________________________________________PHONE#__________________________________

    


    AUTHORIZED
      SIGNER:
      _________________________________________________________________________ 

    NAME(TYPED):_______________________________________________DATE:____________________________

     

    PHONE
      #:_____________________________________________________
      DATE:__________________________

    


    


    PLEASE
      MAIL DOCUMENTS BACK TO: 

    _________________________________________________________________________________

    __________________________________________________________________________________

    _____________________________

    


     

    


     


    
      
        
        

      

      
        L-2

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      M

    


    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

            	
               

               

               

               

              The
                party to this Agreement entering into such Material Definitive
                Agreement.

            
	
              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.

            	
               

               

               

               

              The
                party to this Agreement requesting termination of a Material Definitive
                Agreement.

            
	
              Item
                1.03- Bankruptcy or Receivership

               

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

            	 
	
              ▪
                Sponsor

            	
              Depositor/Sponsor

            
	
              ▪
                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

            


    


    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              ▪
                Derivative Counterparty

            	
              Depositor

            
	
              ▪
                Custodian

            	
              Custodian

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

               

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

               

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

            	
              Master
                Servicer and 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 Trust Agreement.

            	
              Securities
                Administrator

            
	
              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”.

            	
              (i)
                Securities Administrator and (ii) Depositor with respect to any
                information relating to the 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/

              Servicer

            
	
              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.

            	
              Depositor/Successor
                Trustee

            


    


    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    


    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              Item
                6.03- Change in Credit Enhancement or External
                Support

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

            	
              Depositor
                and Securities Administrator

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

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Securities

                Administrator

            
	
              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 (excluding Custodian and Trustee)

            
	
              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

            	
              Seller
                for reporting/disclosing the financial statement or
                exhibit

            


    

    



    
      
        
        

      

      
        M-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N

     

    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 and 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)

            	
              Master
                Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor

            	
              Sponsor/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.

            	
              (i)
                Depositor (with respect to the Closing Date) and (ii) Master
                Servicer

            


    


    
      
        
        

      

      
        N-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

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

               

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

            	
              Securities
                Administrator

            
	
              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.

            	 


    


    
      
        
        

      

      
        N-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 disclosure items on Form
                8-K

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Securities
                Administrator

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

            	
              Depositor

            


    

    


    



    
      
        
        

      

      
        N-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      O

    


    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

            	
              (i)
                As to agreements, Securities Administrator/Depositor and (ii) as
                to
                financial statements, Reporting Parties (as to themselves) (excluding
                Custodian or Trustee)

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

            	 
	
              Significant
                Obligor Financial Information*

            	
              Depositor

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

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

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

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

            	
              Depositor

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

            	 
	
              Reg
                AB Item 1115(b): Derivative Counterparty Financial
                Information

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

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

            	
              Depositor

            
	
              *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.

            	 


    


    
      
        
        

      

      
        O-1

        
          

        

      

      
        
        

      

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              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)

            	
              Master
                Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor

            	
              Sponsor/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, 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:

            	
              Sponsor/Depositor
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                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, 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/Depositor
                as to (a)

            


    


    
      
        
        

      

      
        O-2

        
          

        

      

      
        
        

      

    


    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Depositor

            
	
              ▪
                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, 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/Sponsor
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Depositor

            
	
              ▪
                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

            


    

    


     


    
      
        
        

      

      
        O-3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      P

    


    Loan
      Level Data Report

    


     

    
      	
              LOAN
                NUM

            
	
              NEXT
                DUE DATE

            
	
              PMT
                P&I CONTSTANT

            
	
              RTE

            
	
              BEG
                SCHED BAL

            
	
              SCHED
                PRIN

            
	
              CURTAIL

            
	
              LIQUIDATED
                BALANCE

            
	
              END
                SCHED BAL

            
	
              NET
                INT

            
	
              NEG
                AMORT AMOUNT

            
	
              NEXT
                RATE CHANGE DATE

            
	
              ACTION
                CODE STATUS

            
	
              DEALID

            
	
              LOSS
                ON LIQUIDATED PROP

            
	
              MODIFICATION
                DATE

            


    

    


     


    
      
        
        

      

      
        P-1