EXECUTION


    

    
      

      

    

     

    STANDARD
      TERMS


    


    


    TO

    


    


    MASTER
      SERVICING

    


    


    


    AND

    


    


    TRUST
      AGREEMENT

    


    


    
      
        

      

    

    


    


    GS
      Mortgage Securities Corp.

    Depositor

    


    GSR
      Mortgage Loan Trust 2006-10F 

    Mortgage
      Pass-Through Certificates, Series 2006-10F

    


    December
      2006 Edition

    


    


    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS


     

    
      	 	 	
               Page

            
	
              STANDARD
                TERMS

            	 	
               

            
	 	 	
               

            
	
              ARTICLE
                I DEFINITIONS

            	 	
              1

            
	
              Section
                1.01

            	 	
              Defined
                Terms.

            	 	
              1

            
	 	 	
               

            
	
              ARTICLE
                II MORTGAGE LOAN FILES

            	 	
              23

            
	
              Section
                2.01

            	 	
              Mortgage
                Loan Files.

            	 	
              23

            
	
              Section
                2.02

            	 	
              Acceptance
                by the Trustee.

            	 	
              23

            
	
              Section
                2.03

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

            	 	
              26

            
	
              Section
                2.04

            	 	
              Representations
                and Warranties of the Depositor.

            	 	
              31

            
	 	
               

            
	
              ARTICLE
                III ADMINISTRATION OF THE TRUST

            	
              33

            
	
              Section
                3.01

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

            	 	
              33

            
	
              Section
                3.02

            	 	
              Filings
                with the Commission.

            	 	
              36

            
	
              Section
                3.03

            	 	
              Securities
                Administrator to Cooperate; Release of Mortgage Files.

            	 	
              43

            
	
              Section
                3.04

            	 	
              Amendments
                to Servicing Agreement.

            	 	
              44

            
	
              Section
                3.05

            	 	
              Monthly
                Advances by Master Servicer or Trustee.

            	 	
              45

            
	
              Section
                3.06

            	 	
              Enforcement
                of Servicing Agreement.

            	 	
              47

            
	 	 	
               

            
	
              ARTICLE
                IV REPORTING/REMITTING TO CERTIFICATEHOLDERS

            	 	
              47

            
	
              Section
                4.01

            	 	
              Statements
                to Certificateholders.

            	 	
              47

            
	
              Section
                4.02

            	 	
              Remittance
                Reports and other Reports from the Servicers.

            	 	
              50

            
	
              Section
                4.03

            	 	
              Compliance
                with Withholding Requirements.

            	 	
              50

            
	
              Section
                4.04

            	 	
              Reports
                of Certificate Balances to The Depository Trust Company.

            	 	
              51

            
	
              Section
                4.05

            	 	
              Preparation
                of Regulatory Reports.

            	 	
              51

            
	
              Section
                4.06

            	 	
              Management
                and Disposition of REO Property.

            	 	
              52

            
	 	 	
               

            
	
              ARTICLE
                V THE INTERESTS AND THE SECURITIES

            	 	
              52

            
	
              Section
                5.01

            	 	
              REMIC
                Interests.

            	 	
              52

            
	
              Section
                5.02

            	 	
              The
                Certificates.

            	 	
              52

            
	
              Section
                5.03

            	 	
              Book-Entry
                Securities.

            	 	
              53

            
	
              Section
                5.04

            	 	
              Registration
                of Transfer and Exchange of Certificates.

            	 	
              55

            
	
              Section
                5.05

            	 	
              Restrictions
                on Transfer.

            	 	
              56

            
	
              Section
                5.06

            	 	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	 	
              62

            
	
              Section
                5.07

            	 	
              Persons
                Deemed Owners.

            	 	
              63

            
	
              Section
                5.08

            	 	
              Appointment
                of Paying Agent.

            	 	
              63

            
	 	 	
               

            
	
              ARTICLE
                VI THE DEPOSITOR

            	 	
              63

            
	
              Section
                6.01

            	 	
              Liability
                of the Depositor.

            	 	
              63

            
	
              Section
                6.02

            	 	
              Merger
                or Consolidation of the Depositor.

            	 	
              63

            
	 	 	
               

            
	
              ARTICLE
                VII TERMINATION OF SERVICING ARRANGEMENTS

            	 	
              64

            
	
              Section
                7.01

            	 	
              Termination
                and Substitution of Servicer.

            	 	
              64

            
	
              Section
                7.02

            	 	
              Notification
                to Certificateholders.

            	 	
              66

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

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

            	 	
              66

            
	
              Section
                8.01

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

            	 	
              66

            
	
              Section
                8.02

            	 	
              Maintenance
                of Fidelity Bond and Errors and Omissions Insurance.

            	 	
              70

            
	
              Section
                8.03

            	 	
              Representations
                and Warranties of the Master Servicer.

            	 	
              71

            
	
              Section
                8.04

            	 	
              Master
                Servicer Events of Default.

            	 	
              73

            
	
              Section
                8.05

            	 	
              Waiver
                of Default.

            	 	
              75

            
	
              Section
                8.06

            	 	
              Successor
                to the Master Servicer.

            	 	
              75

            
	
              Section
                8.07

            	 	
              Fees
                and Other Amounts Payable to the Master Servicer.

            	 	
              76

            
	
              Section
                8.08

            	 	
              Merger
                or Consolidation.

            	 	
              77

            
	
              Section
                8.09

            	 	
              Resignation
                and Removal of Master Servicer.

            	 	
              77

            
	
              Section
                8.10

            	 	
              Assignment
                or Delegation of Duties by the Master Servicer.

            	 	
              77

            
	
              Section
                8.11

            	 	
              Limitation
                on Liability of the Master Servicer and Others.

            	 	
              78

            
	
              Section
                8.12

            	 	
              Indemnification;
                Third-Party Claims.

            	 	
              79

            
	
               

            	 	
               

            
	
              ARTICLE
                IX CONCERNING THE TRUSTEE

            	 	
              79

            
	
              Section
                9.01

            	 	
              Duties
                of Trustee.

            	 	
              79

            
	
              Section
                9.02

            	 	
              Certain
                Matters Affecting the Trustee.

            	 	
              81

            
	
              Section
                9.03

            	 	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            	 	
              84

            
	
              Section
                9.04

            	 	
              Trustee
                May Own Certificates.

            	 	
              84

            
	
              Section
                9.05

            	 	
              Trustee’s
                Fees and Expenses.

            	 	
              84

            
	
              Section
                9.06

            	 	
              Eligibility
                Requirements for Trustee.

            	 	
              85

            
	
              Section
                9.07

            	 	
              Resignation
                and Removal of the Trustee.

            	 	
              85

            
	
              Section
                9.08

            	 	
              Successor
                Trustee.

            	 	
              86

            
	
              Section
                9.09

            	 	
              Merger
                or Consolidation of Trustee.

            	 	
              86

            
	
              Section
                9.10

            	 	
              Appointment
                of Co-Trustee or Separate Trustee.

            	 	
              86

            
	
              Section
                9.11

            	 	
              Appointment
                of Custodians.

            	 	
              87

            
	
              Section
                9.12

            	 	
              Appointment
                of Office or Agent.

            	 	
              88

            
	
              Section
                9.13

            	 	
              Representation
                and Warranties of the Trustee.

            	 	
              88

            
	 	 	
               

            
	
              ARTICLE
                X TERMINATION OF TRUST

            	 	
              89

            
	
              Section
                10.01

            	 	
              Qualified
                Liquidation.

            	 	
              89

            
	
              Section
                10.02

            	 	
              Termination.

            	 	
              89

            
	
              Section
                10.03

            	 	
              Procedure
                for Termination.

            	 	
              90

            
	
              Section
                10.04

            	 	
              Additional
                Termination Requirements.

            	 	
              91

            
	 	 	
               

            
	
              ARTICLE
                XI CONCERNING THE SECURITIES ADMINISTRATOR

            	 	
              92

            
	
              Section
                11.01

            	 	
              Certain
                Matters Affecting the Securities Administrator.

            	 	
              92

            
	
              Section
                11.02

            	 	
              Securities
                Administrator Not Liable for Certificates or Mortgage
                Loans.

            	 	
              97

            
	
              Section
                11.03

            	 	
              Securities
                Administrator May Own Certificates.

            	 	
              97

            
	
              Section
                11.04

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

            	 	
              97

            
	
              Section
                11.05

            	 	
              Resignation
                and Removal of the Securities Administrator.

            	 	
              98

            
	
              Section
                11.06

            	 	
              Successor
                Securities Administrator.

            	 	
              99

            
	
              Section
                11.07

            	 	
              Representations
                and Warranties of the Securities Administrator.

            	 	
              99

            
	
              Section
                11.08

            	 	
              Eligibility
                Requirements for the Securities Administrator.

            	 	
              100

            
	 	 	
               

            
	
              ARTICLE
                XII REMIC TAX PROVISIONS

            	 	
              101

            
	
              Section
                12.01

            	 	
              REMIC
                Administration.

            	 	
              101

            
	
              Section
                12.02

            	 	
              Prohibited
                Activities.

            	 	
              103

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                XIII MISCELLANEOUS PROVISIONS

            	 	
              105

            
	
              Section
                13.01

            	 	
              Amendment
                of Trust Agreement.

            	 	
              105

            
	
              Section
                13.02

            	 	
              Recordation
                of Agreement; Counterparts.

            	 	
              106

            
	
              Section
                13.03

            	 	
              Limitation
                on Rights of Certificateholders.

            	 	
              107

            
	
              Section
                13.04

            	 	
              [Reserved].

            	 	
              107

            
	
              Section
                13.05

            	 	
              Notices.

            	 	
              108

            
	
              Section
                13.06

            	 	
              Severability
                of Provision.

            	 	
              108

            
	
              Section
                13.07

            	 	
              Sale
                of Mortgage Loans.

            	 	
              108

            
	
              Section
                13.08

            	 	
              Notice
                to Rating Agencies

            	 	
              108

            
	
              Section
                13.09

            	 	
              Custodian’s
                Limitation of Liability.

            	 	
              109

            


    

    


    
      	
              Exhibit A

            	
              Form
                of Trust Receipt

            
	
              Exhibit B

            	
              Form
                of Final Certification

            
	
              Exhibit C-1

            	
              Form
                of Rule 144A Agreement - QIB Certification

            
	
              Exhibit
                C-2

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

            
	
              Exhibit
                C-3 

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

            
	
              Exhibit D

            	
              Form
                of Transferee Agreement

            
	
              Exhibit E

            	
              Form
                of Benefit Plan Affidavit

            
	
              Exhibit F

            	
              Form
                of Residual Transferee Agreement

            
	
              Exhibit G-1

            	
              Form
                of Non-U.S. Person Affidavit

            
	
              Exhibit G-2

            	
              Form
                of U.S. Person Affidavit

            
	
              Exhibit H

            	
              Form
                of Securities Administrator Certification

            
	
              Exhibit I

            	
              Form
                of Master Servicer Certification

            
	
              Exhibit
                J

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

            
	
              Exhibit
                K

            	
              Form
                8-K Disclosure Information

            
	
              Exhibit
                L

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit
                M

            	
              Additional
                Form 10-K Disclosure

            
	
              Schedule
                I

            	
              Bond
                Level Report

            
	
              Schedule
                II

            	
              Loan
                Level Report

            
	
              Schedule
                III

            	
              Remittance
                Report

            


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    RECITALS

     

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

     

    STANDARD
      PROVISIONS

     

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

     

    ARTICLE
      I


     

    DEFINITIONS

     

    Section
      1.01 Defined
      Terms.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “Administrative
      Cost Rate”:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

    “Certification
      Parties”:
      As
      defined in Section 3.02.

     

    “Certifying
      Person”:
      As
      defined in Section 3.02.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Distribution
      Statement”:
      As
      defined in Section 4.01.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    “Initial
      Purchaser”:
      Goldman, Sachs
&
      Co.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

    “Master
      Servicer Fee Rate”:
      Not
      applicable.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

    (a)
      the
      Originator’s loan number;

     

    (b)
      the
      Borrower’s name;

     

    (c)
      the
      original principal balance;

     

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

     

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

     

    (f)
      the
      mortgage loan interest rate;

     

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

     

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

     

    “Mortgagor”:
      Borrower.

     

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

     

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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “PCAOB”:
      The
      Public Company Accounting Oversight Board.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

    “Prepayment
      Period”:
      Unless
      otherwise specified in the Trust Agreement, with respect to each Distribution
      Date, the calendar month preceding the month in which such Distribution Date
      occurs.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Reportable
      Event”:
      As
      defined in Section 3.02.

     

    “Reporting
      Servicer”:
      As
      defined in Section 3.02.

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “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.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

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

     

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

     

    “Trust
      Agreement” or
      this “Agreement”:
      The
      Master Servicing and Trust Agreement, dated as of December 1, 2006, among the
      Depositor, the Custodians, the Master Servicer, the Securities Administrator
      and
      the Trustee relating to the issuance of Certificates, and into which these
      Standard Terms are incorporated by reference.

     

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

     

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

     

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

     

    “Trustee
      Advance”:
      Not
      applicable.

     

    “Trustee
      Fee”:
      Not
      applicable.

     

    “Trustee
      Fee Rate”:
      Not
      applicable.

    
       

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

      
        
           

        

        (a)
          The
          original executed mortgage note endorsed, “Pay to the order of ________________
          or in the name of the Trustee, U.S. Bank National Association, as trustee
          under
          a Master Servicing and Trust Agreement, dated as of December 1, 2006, without
          recourse”, and signed in the name of the Seller (or an affiliate of such Seller,
          if applicable) by an officer of such Seller (or an affiliate of such Seller,
          if
          applicable), or a Lost Document Affidavit with a copy of the original mortgage
          note attached; provided that unless otherwise provided in the related Sale
          and
          Servicing Agreement or if the mortgage note has been left blank, the words
“U.S.
          Bank National Association, as trustee under a Master Servicing and Trust
          Agreement, dated as of December 1, 2006 shall be inserted into the blank;
          and
          provided that the mortgage note shall include all intervening original
          endorsements showing a complete chain of title from the originator to such
          Seller (or an affiliate of such Seller, if applicable);

         

      

    

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

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

     

    ARTICLE
      II


     

    MORTGAGE
      LOAN FILES

     

    Section
      2.01 Mortgage
      Loan Files.

     

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


    


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

     

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

     

    Section
      2.02 Acceptance
      by the Trustee.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (d)
      On or
      before December 29, 2007, each Custodian shall deliver to the Trustee (or any
      assignee of the Trustee) a Final Certification in the form of Exhibit
      B
      evidencing the completeness of such Trustee Mortgage Loan File for each related
      Mortgage Loan (provided,
      however,
      that
      such Custodian shall not be required nor does it intend to re-examine the
      contents of the Trustee Mortgage Loan File for any of the Mortgage Loans in
      connection with entering into this Agreement). An updated exceptions report
      for
      the Mortgage Loans is attached to such Custodian’s Final Certification to be
      delivered under this Section 2.02.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    
      
        
        

      

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

     

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

     

    Section
      2.04 Representations
      and Warranties of the Depositor.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    ARTICLE
      III

     

    ADMINISTRATION
      OF THE TRUST

     

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

     

    (a)
      Servicer
      and Master Servicer Remittances.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    Section
      3.02 Filings
      with the Commission.

     

    (a)
      As
      further set forth in Section 8.01(e), the Master Servicer and the Securities
      Administrator shall deliver (and the Master Servicer and Securities
      Administrator shall cause any Additional Servicer engaged by it to deliver)
      to
      the Depositor and the Securities Administrator on or before March 15 of each
      year, commencing in March 2007, 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.

     

    
      
        
        

      

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

     

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

     

    As
      set
      forth on Exhibit K hereto, for so long as the Trust is subject to the Exchange
      Act reporting requirements, no later than the end of business on the second
      Business Day after the occurrence of a Reportable Event (i) certain parties
      to
      the GSR Mortgage Loan Trust 2006-10F Mortgage Pass-Through Certificates, Series
      2006-10F transaction shall be required to provide to the Securities
      Administrator and Depositor, to the extent known, in form compatible with the
      Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”), or in
      such other form as otherwise agreed upon by the Securities Administrator and
      such party, the form and substance of any Form 8-K Disclosure Information,
      if
      applicable and (ii) the Depositor shall approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information. The Depositor shall be responsible for any reasonable fees and
      expenses assessed or incurred by the Securities Administrator in connection
      with
      including any Form 8-K Disclosure Information on Form 8- K pursuant to this
      paragraph. 

     

    After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a draft copy of the Form 8-K to the Depositor for review. No
      later than 12:00 noon New York City time on the fourth Business Day after the
      Reportable Event, a duly authorized representative of the Master Servicer in
      charge of the master servicing function shall sign the Form 8-K and return
      such
      signed Form 8-K to the Securities Administrator, and no later than 5:00 p.m.
      New
      York City time on such Business Day the Securities Administrator shall file
      such
      Form 8-K with the Commission. If a Form 8-K cannot be filed on time or if a
      previously filed Form 8-K needs to be amended, the Securities Administrator
      will
      follow the procedures set forth in Section 3.02(e). Promptly (but no later
      than
      one Business Day) after filing with the Commission, the Securities Administrator
      will make available on its internet website (located at www.ctslink.com) a
      final
      executed copy of each Form 8-K prepared by the Securities Administrator. The
      signing party at the Master Servicer can be contacted at 9062 Old Annapolis
      Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust, GSR 2006-10F.
      The parties to this Agreement acknowledge that the performance by the Securities
      Administrator of its duties under this Section 3.02(b) related to the timely
      preparation and filing of Form 8-K is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 3.02. The Securities Administrator shall have no liability for any
      loss,
      expense, damage, claim arising out of or with respect to any failure to properly
      prepare and/or timely file such Form 8-K, where such failure results from the
      Securities Administrator’s inability or failure to receive on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 8-K, not resulting from its own negligence, bad
      faith or willful misconduct.

     

    
      
        
        

      

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

     

    As
      set
      forth on Exhibit L hereto, within five calendar days after the related
      Distribution Date, (i) certain parties to the GSR Mortgage Loan Trust 2006-10F
      Mortgage Pass-Through Certificates, Series 2006-10F transaction shall be
      required to provide to the Securities Administrator and the Depositor, to the
      extent known, in EDGAR-compatible form, or in such other form as otherwise
      agreed upon by the Securities Administrator and such party, the form and
      substance of any Additional Form 10-D Disclosure, if applicable and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. The
      Depositor shall be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Securities Administrator in connection with any Additional
      Form
      10-D Disclosure on Form 10-D pursuant to this Section 3.02(c).

     

    
      
        
        

      

      
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    After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a draft copy of the Form 10-D to the Depositor for review. No
      later than two Business Days following the tenth calendar day after the related
      Distribution Date, a duly authorized representative of the Master Servicer
      in
      charge of the master servicing function shall sign the Form 10-D and return
      such
      signed Form 10-D to the Securities Administrator and Depositor, and no later
      than 5:00 p.m. New York City time on the fifteenth calendar day after such
      Distribution Date the Securities Administrator shall file such Form 10-D with
      the Commission. If a Form 10-D cannot be filed on time or if a previously filed
      Form 10-D needs to be amended, the Securities Administrator will follow the
      procedures set forth in Section 3.02(e). Promptly (but no later than one
      Business Day) after filing with the Commission, the Securities Administrator
      will make available on its internet website (located at www.ctslink.com) a
      final
      executed copy of each Form 10-D prepared by the Securities Administrator. The
      signing party at the Master Servicer can be contacted at 9062 Old Annapolis
      Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust, GSR 2006-10F.
      Each party to this Agreement acknowledges that the performance by the Securities
      Administrator of its duties under this Section 3.02(c) related to the timely
      preparation and filing of Form 10-D is contingent upon such parties strictly
      observing all applicable deadlines in the performance of their duties under
      this
      Section 3.02. The Securities Administrator shall have no liability for any
      loss,
      expense, damage or claim arising out of or with respect to any failure to
      properly prepare and/or timely file such Form 10-D, where such failure results
      from the Securities Administrator’s inability or failure to receive on a timely
      basis, any information from any other party hereto needed to prepare, arrange
      for execution or file such Form 10-D, not resulting from its own negligence,
      bad
      faith or willful misconduct.

     

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

    


    
      
        
        

      

      
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    (d)
      Within 90 days after the end of each fiscal year of the Trust or such earlier
      date as may be required by the Exchange Act (the “10-K
      Filing Deadline”)
      (it
      being understood that the fiscal year for the Trust ends on December 31 of
      each
      year), commencing in March 2007, the Securities Administrator shall prepare
      and
      file on behalf of the Depositor an annual report on Form 10-K, in form and
      substance as required by the Exchange Act. Each such Form 10-K shall include
      the
      following items, in each case to the extent they have been delivered to the
      Securities Administrator within the applicable time frames set forth in this
      Agreement and the related Servicing Agreement: (i) an annual compliance
      statement for each Servicer, each Additional Servicer, the Master Servicer
      and
      the Securities Administrator (each, a “Reporting
      Servicer”)
      as
      described under Section 3.02(a), (ii)(A) the annual reports on assessment of
      compliance with servicing criteria for each Reporting Servicer, as described
      under Section 8.01(e) and Section 11.01(c), and (B) if each Reporting Servicer’s
      report on assessment of compliance with servicing criteria described under
      Section 8.01(e) and Section 11.01(c) identifies any material instance of
      noncompliance, disclosure identifying such instance of noncompliance, or if
      each
      Reporting Servicer’s report on assessment of compliance with servicing criteria
      described under Section 8.01(e) and Section 11.01(c) is not included as an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, (iii)(A) the registered public
      accounting firm attestation report for each Reporting Servicer, as described
      under Section 8.01(f) and Section 11.01(d), and (B) if any registered public
      accounting firm attestation report described under Section 8.01(f) and Section
      11.01(d) identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any such registered public
      accounting firm attestation report is not included as an exhibit to such Form
      10-K, disclosure that such report is not included and an explanation why such
      report is not included, and (iv) a Sarbanes-Oxley Certification as described
      in
      Section 3.02(f). Any disclosure or information in addition to the disclosure
      or
      information specified in items (i) through (iv) above that is required to be
      included on Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall
      be determined and prepared by and at the direction of the Depositor pursuant
      to
      the following paragraph and the Securities Administrator shall have no duty
      or
      liability for any failure hereunder to determine or prepare any Additional
      Form
      10-K Disclosure, except as set forth in this Section 3.02(d). 

     

    As
      set
      forth on Exhibit M hereto, no later than March 1 of each year that the Trust
      is
      subject to the Exchange Act reporting requirements, commencing in 2007, (i)
      certain parties to the GSR Mortgage Loan Trust 2006-10F Mortgage Pass-Through
      Certificates, Series 2006-10F transaction shall be required to provide to the
      Securities Administrator and the Depositor, to the extent known, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and such party, the form and substance of any
      Additional Form 10-K Disclosure, if applicable and (ii) the Depositor shall
      approve, as to form and substance, or disapprove, as the case may be, the
      inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Depositor
      shall be responsible for any reasonable fees and expenses assessed or incurred
      by the Securities Administrator in connection with including any Additional
      Form
      10-K Disclosure on Form 10-K pursuant to this Section 3.02(d).

     

    
      
        
        

      

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

     

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

    


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

       

    

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


     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    Section
      3.04 Amendments
      to Servicing Agreement.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      3.05 Monthly
      Advances by Master Servicer or Trustee.

     

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

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

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

     

    Section
      3.06 Enforcement
      of Servicing Agreement.

     

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

     

    ARTICLE
      IV

     

    REPORTING/REMITTING
      TO CERTIFICATEHOLDERS

     

    Section
      4.01 Statements
      to Certificateholders.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    (viii)
      LIBOR for such Distribution Date

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xv)
      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;

     

    
      
        
        

      

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

     

    (xvii)
      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;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      4.02 Remittance
      Reports
      and other Reports from the
      Servicers.

     

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

     

    Section
      4.03 Compliance
      with Withholding Requirements.

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      4.05 Preparation
      of Regulatory Reports.

     

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

     

    
      
        
        

      

      
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    Section
      4.06 Management
      and Disposition of REO Property.

     

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

     

    ARTICLE
      V

     

    THE
      INTERESTS AND THE SECURITIES

     

    Section
      5.01 REMIC
      Interests.

     

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

     

    Section
      5.02 The
      Certificates.

     

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

     

    
      
        
        

      

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

     

    Section
      5.03 Book-Entry
      Securities.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

      
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    Section
      5.04 Registration
      of Transfer and Exchange of Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      5.05 Restrictions
      on Transfer.

     

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

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

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

     

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

     

    
      	 	
              (A)

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

            


    

     

    
      	 	
              (B)

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

            


    

     

    
      
        
        

      

      
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              (C)

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

            


    

     

    
      
        
        

      

      
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              (D)

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

            


    

     

    
      	 	
              (E)

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

            


    

     

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

     

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

    


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

     

    
      
        
        

      

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

     

    
      
        
        

      

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

     

    Section
      5.06 Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

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

     

    
      
        
        

      

      
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    Section
      5.07 Persons
      Deemed Owners.

     

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

     

    Section
      5.08 Appointment
      of Paying Agent.

     

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

     

    ARTICLE
      VI

     

    THE
      DEPOSITOR

     

    Section
      6.01 Liability
      of the Depositor.

     

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

     

    Section
      6.02 Merger
      or Consolidation of the Depositor.

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    TERMINATION
      OF SERVICING ARRANGEMENTS

     

    Section
      7.01 Termination
      and Substitution of Servicer.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      7.02 Notification
      to Certificateholders.

     

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

     

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

     

    ARTICLE
      VIII

     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

    BY
      THE MASTER SERVICER

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    (e)
      On or
      prior to the Closing Date, the Master Servicer shall deliver to the Depositor
      a
      certification in the form of Exhibit
      J
      attached
      hereto specifying the items it will address in its assessment of compliance
      with
      the servicing criteria under this Section 8.01. On or before March 15 of each
      year, commencing in March 2007, the Master Servicer, at its own expense, shall
      furnish, and shall cause any Servicing Function Participant engaged by it to
      furnish, each at its own expense, to the Securities Administrator and the
      Depositor, an assessment of compliance with the Relevant Servicing Criteria
      that
      contains (i) a statement by such party of its responsibility for assessing
      compliance with the Servicing Criteria, (ii) a statement that such party used
      the Servicing Criteria to assess compliance with the Relevant Servicing
      Criteria, (iii) such party’s assessment of compliance with the Relevant
      Servicing Criteria as of and for the fiscal year covered by the Form 10-K
      required to be filed pursuant to Section 3.02(e), including, if there has been
      any material instance of noncompliance with the Relevant Servicing Criteria,
      a
      discussion of each such failure and the nature and status thereof, and (iv)
      a
      statement that a registered public accounting firm has issued an attestation
      report on such party’s assessment of compliance with the Relevant Servicing
      Criteria as of and for such period. 

     

    
      
        
        

      

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

     

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

     

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

     

    (f)
      On or
      before March 15 of each calendar year, commencing in March 2007, the Master
      Servicer, at its own expense, shall cause, and shall cause any Servicing
      Function Participant engaged by it to cause, each at its own expense, a
      registered public accounting firm (which may also render other services to
      the
      Master Servicer or such other Servicing Function Participants, as the case
      may
      be) that is a member of the American Institute of Certified Public Accountants
      to furnish a report to the Securities Administrator and the Depositor (and,
      in
      the case of any other Servicing Function Participant, the Master Servicer)
      to
      the effect that (i) it has obtained a representation regarding certain matters
      from the management of such party, which includes an assertion that such party
      has complied with the Relevant Servicing Criteria, and (ii) on the basis of
      an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
      to
      whether such party’s compliance with the Relevant Servicing Criteria was fairly
      stated in all material respects, or it cannot express an overall opinion
      regarding such party’s assessment of compliance with the Relevant Servicing
      Criteria. In the event that an overall opinion cannot be expressed, such
      registered public accounting firm shall state in such report why it was unable
      to express such an opinion. Such report must be available for general use and
      not contain restricted use language. 

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

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

    


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

     

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

     

    
      
        
        

      

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

     

    Section
      8.03 Representations
      and Warranties of the Master Servicer.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      8.04 Master
      Servicer Events of Default.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      8.05 Waiver
      of Default.

     

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

     

    Section
      8.06 Successor
      to the Master Servicer.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      8.08 Merger
      or Consolidation.

     

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

     

    Section
      8.09 Resignation
      and Removal of Master Servicer.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      8.12 Indemnification;
      Third-Party Claims.

     

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

     

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

     

    ARTICLE
      IX

     

    CONCERNING
      THE TRUSTEE

     

    Section
      9.01 Duties
      of Trustee.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      9.02 Certain
      Matters Affecting the Trustee.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

    
       

      
        
          
          

        

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      9.03 Trustee
      Not Liable for Certificates or Mortgage Loans.

     

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

     

    Section
      9.04 Trustee
      May Own Certificates.

     

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

     

    Section
      9.05 Trustee’s
      Fees and Expenses
      and Indemnification.

     

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

     

    
      
        
        

      

      
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    Section
      9.06 Eligibility
      Requirements for Trustee.

     

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

     

    Section
      9.07 Resignation
      and Removal of the Trustee.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      9.08 Successor
      Trustee.

     

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

     

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

     

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

     

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

     

    Section
      9.09 Merger
      or Consolidation of Trustee.

     

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

     

    Section
      9.10 Appointment
      of Co-Trustee or Separate Trustee.

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    Section
      9.11 Appointment
      of Custodians.

     

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

     

    
      
        
        

      

      
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    Section
      9.12 Appointment
      of Office or Agent.

     

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

     

    Section
      9.13 Representation
      and Warranties of the Trustee.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    ARTICLE
      X

     

    TERMINATION
      OF TRUST

     

    Section
      10.01 Qualified
      Liquidation.

     

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

     

    Section
      10.02 Termination.

     

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

     

    
      
        
        

      

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

     

    Section
      10.03 Procedure
      for Termination.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      10.04 Additional
      Termination Requirements.

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    ARTICLE
      XI

     

    CONCERNING
      THE SECURITIES ADMINISTRATOR

     

    Section
      11.01 Certain
      Matters Affecting the Securities Administrator.

     

    (a) Except
      as
      otherwise provided herein:

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (c) On
      or
      prior to the Closing Date, the Securities Administrator shall deliver to the
      Depositor a certification in the form of Exhibit J attached hereto specifying
      the items it will address in its assessment of compliance with the servicing
      criteria under this Section 11.01. On or before March 15 of each year,
      commencing in March 2007, the Securities Administrator, at its own expense,
      shall furnish, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish, each at its own expense, to the Securities
      Administrator and the Depositor, a report on an assessment of compliance with
      the Relevant Servicing Criteria that contains (i) a statement by such party
      of
      its responsibility for assessing compliance with the Servicing Criteria, (ii)
      a
      statement that such party used the Servicing Criteria to assess compliance
      with
      the Relevant Servicing Criteria, (iii) such party’s assessment of compliance
      with the Relevant Servicing Criteria as of and for the fiscal year covered
      by
      the Form 10-K required to be filed pursuant to Section 3.02(e), including,
      if
      there has been any material instance of noncompliance with the Relevant
      Servicing Criteria, a discussion of each such failure and the nature and status
      thereof, and (iv) a statement that a registered public accounting firm has
      issued an attestation report on such party’s assessment of compliance with the
      Relevant Servicing Criteria as of and for such period. 

     

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

     

    (d) On
      or
      before March 15 of each year, commencing in March 2007, the Securities
      Administrator, at its own expense, shall cause, and shall cause any Servicing
      Function Participant engaged by it to cause, each at its own expense, a
      registered public accounting firm (which may also render other services to
      the
      Securities Administrator, or such other Servicing Function Participants, as
      the
      case may be) that is a member of the American Institute of Certified Public
      Accountants to furnish a report to the Depositor (and, in the case of any other
      Servicing Function Participant, the Master Servicer) to the effect that (i)
      it
      has obtained a representation regarding certain matters from the management
      of
      such party, which includes an assertion that such party has complied with the
      Relevant Servicing Criteria, and (ii) on the basis of an examination conducted
      by such firm in accordance with standards for attestation engagements issued
      or
      adopted by the PCAOB, it is expressing an opinion as to whether such party’s
      compliance with the Relevant Servicing Criteria was fairly stated in all
      material respects, or it cannot express an overall opinion regarding such
      party’s assessment of compliance with the Relevant Servicing Criteria. In the
      event that an overall opinion cannot be expressed, such registered public
      accounting firm shall state in such report why it was unable to express such
      an
      opinion. Such report must be available for general use and not contain
      restricted use language. 

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      11.03 Securities
      Administrator May Own Certificates. 

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      11.05 Resignation
      and Removal of the Securities Administrator. 

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    

     

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


     

    Section
      11.06 Successor
      Securities Administrator. 

     

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

     

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

     

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

     

    Section
      11.07 Representations
      and Warranties of the Securities Administrator. 

     

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

     

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

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    Section
      11.08 Eligibility
      Requirements for the Securities Administrator.

     

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

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XII


     

    REMIC
      TAX PROVISIONS

     

    Section
      12.01 REMIC
      Administration.

     

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

     

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

     

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

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Section
      12.02 Prohibited
      Activities.

     

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

     

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

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    ARTICLE
      XIII


     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      13.01 Amendment
      of Trust Agreement.

     

    The
      Trust
      Agreement may be amended or supplemented from time to time by the Master
      Servicer, the Depositor, the Securities Administrator and the Trustee without
      the consent of any of the Certificateholders to (a) cure any ambiguity,
      (b) correct or supplement any provisions herein which may be inconsistent
      with any other provisions herein, (c) modify, eliminate or add to any of
      its provisions to such extent as shall be necessary or appropriate to maintain
      the qualification of the Trust (or any assets thereof) either as a REMIC, as
      applicable under the Code at all times that any Certificates are outstanding,
      (d) conform to the terms of this Agreement to the terms described in the
      Prospectus dated October 6, 2006, together with the Prospectus Supplement
      thereto dated December 27, 2006,
      or
      (e) make any other provisions with respect to matters or questions arising
      under the Trust Agreement or matters arising with respect to the Trust which
      are
      not covered by the Trust Agreement which shall not be inconsistent with the
      provisions of the Trust Agreement, provided that such action shall not adversely
      affect in any material respect the interests of any Certificateholder. Any
      such
      amendment or supplement shall be deemed not to adversely affect in any material
      respect any Certificateholder if there is delivered to the Securities
      Administrator written notification from each Rating Agency that rated the
      applicable Certificates to the effect that such amendment or supplement will
      not
      cause that Rating Agency to reduce the then current rating assigned to such
      Certificates, as well as an Opinion of Counsel that such amendment or supplement
      will not result in the loss by the Trust or the assets thereof of REMIC
      status.

     

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

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Section
      13.02 Recordation
      of Agreement; Counterparts.

     

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

     

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

     

    Section
      13.03 Limitation
      on Rights of Certificateholders.

     

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

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Section
      13.04 [Reserved].

     

    Section
      13.05 Notices.

     

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

    
       

      
        
          
          

        

        
          107

          
            

          

        

        
          
          

        

      

    

     

    Section
      13.06 Severability
      of Provision.

     

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

     

    Section
      13.07 Sale
      of Mortgage Loans.

     

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

     

    Section
      13.08 Notice
      to Rating Agencies

     

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

     

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

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (v)
      the
      final payment to Certificateholders;

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      13.09 Custodian’s
      Limitation of Liability.

     

    The
      Custodians shall be entitled to the same rights, protections, immunities and
      indemnities hereunder as afforded under the Custodial Agreement dated as of
      December 1, 2006.   

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

     

    Exhibit A

     

    FORM
      OF TRUST RECEIPT


     

    [DATE]

    


    Goldman
      Sachs Mortgage Company

    85
      Broad
      Street, 26th
      Floor


    New
      York,
      New York 10004 

    Attn.:
      Christina House

    Telephone:
      (212) 357-8168

    Telecopy:
      (212) 493-0014

    


    U.S.
      Bank
      National Association

    One
      Penn
      Plaza Suite 2700

    New
      York,
      New York 10119

    Attention:
      Structured Finance Department

    GSR
      2006-10F

    


    
      	RE:	
              The
                Master Servicing and Trust Agreement dated December 1, 2006 (the
                “Trust
                Agreement”),
                among GS
                Mortgage Securities Corp., as Depositor, U.S. Bank National Association,
                as a Custodian and as Trustee, Wells Fargo Bank, N.A., as Master
                Servicer
                and Securities Administrator, and Deutsche Bank National Trust Company,
                as
                a Custodian, and the Standard Terms to Master Servicing and Trust
                Agreement (December 2006 Edition) incorporated by reference thereto
                (the
                “Standard
                Terms”)
                

            


    

    


    Ladies
      and Gentlemen:

    


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

     

    
      
        
        

      

      
        Exhibit
          A-1

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              [DEUTSCHE
                BANK NATIONAL TRUST COMPANY,
                as Custodian]

              [U.S.
                BANK NATIONAL ASSOCIATION,
                as Custodian]

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name:
                

              Title:
                

            


    

     

    
      
        
        

      

      
        Exhibit
          A-2

        
          

        

      

      
        
        

      

    

     

    Exhibit B

     

    FORM
      OF FINAL CERTIFICATION

    


    [Date]

    


    Goldman
      Sachs Mortgage Company 

    85
      Broad Street

    New
      York, New York 10004 

    Attn.:
      Christina House

    


    U.S.
      Bank National Association

    One
      Penn Plaza Suite 2700

    New
      York, New York 10119

    Attention:
      Structured Finance Department

    GSR
      2006-10F

    


    
      	RE:	
              The
                Master Servicing and Trust Agreement dated December 1, 2006 (the
                “Trust
                Agreement”),
                among GS Mortgage Securities Corp., as Depositor, U.S. Bank National
                Association, as a Custodian and as Trustee, Wells Fargo Bank, N.A.,
                as
                Master Servicer and Securities Administrator, and Deutsche Bank National
                Trust Company, as a Custodian, and the Standard Terms to Master Servicing
                and Trust Agreement (December 2006 Edition) incorporated by reference
                thereto (the “Standard
                Terms”)
                

            


    

     

    Ladies
      and Gentlemen:

    


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

    


    
      
        
        

      

      
        Exhibit
          B-1

        
          

        

      

      
        
        

      

       

    

    
      	 	 	 
	 	
              [DEUTSCHE
                BANK NATIONAL TRUST COMPANY,
                as Custodian] 

              [U.S.
                BANK NATIONAL ASSOCIATION,
                as Custodian]

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        Exhibit
          B-2

        
          

        

      

      
        
        

      

    

    
       

      Exhibit C-1



    FORM
      OF RULE 144A AGREEMENT — QIB CERTIFICATION

    
______________,
      20__

    


    U.S.
      Bank
      National Association

    One
      Penn
      Plaza Suite 2700

    New
      York,
      New York 10119

    Attention:
      Structured Finance Department

    GSR
      2006-10F

    


    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

    


    
      	Re:	
              GS
                Mortgage Securities Corp., Depositor 
                GSR
                  Mortgage Loan Trust 2006-10F,

                Pass-Through
                  Certificates Series 2006-10F

                having
                  an original principal amount of
                  $

              

            


    

     

    Ladies
      and Gentlemen:

    


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

     

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

     

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

     

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

     

    
      
        
        

      

      
        C-1-1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    Capitalized
      terms used but not otherwise defined herein shall have the meanings assigned
      to
      such terms in the Master Servicing and Trust Agreement, dated as of December
      1,
      2006, among
      GS
      Mortgage Securities Corp., as Depositor, U.S. Bank National Association, as
      a
      Custodian and as Trustee, Wells Fargo Bank, N.A., as Master Servicer and
      Securities Administrator, and Deutsche Bank National Trust Company, as a
      Custodian, and the Standard Terms to Master Servicing and Trust Agreement
      (December 2006 Edition) incorporated by reference thereto.

    
      	 	 	 
	 	
              Sincerely,

               

              
                [Name
                  of Transferee]

              

            
	 
 	 
 	 
 
	 	By:	 
	 	
              

              Name:

              
                

              

              Title:

              
                

              

            


    

    
       

      
        
        

      

      
        C-1-2

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C-2

    


    FORM
      OF
      TRANSFER CERTIFICATE

    FOR
      TRANSFER FROM RULE 144A CERTIFICATE

    TO
      REGULATION S GLOBAL SECURITY

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

                          
      of the
      Agreement)                            

     

    U.S.
      Bank
      National Association

    One
      Penn
      Plaza Suite 2700

    New
      York,
      New York 10119

    Attention:
      Structured Finance Department

    GSR
      2006-10F

    


    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

     

    
      	Re:	
              GS
                Mortgage Securities Corp., Depositor 
                GSR
                  Mortgage Loan Trust 2006-10F,

                Pass-Through
                  Certificates
                  Series 2006-10F

              

            


    

    
       

    

    Reference
      is hereby made to the Master Servicing and Trust Agreement dated December 1,
      2006 (the “Trust Agreement”), among GS
      Mortgage Securities Corp., as Depositor, U.S. Bank National Association, as
      a
      Custodian and as Trustee, Wells Fargo Bank, N.A., as Master Servicer and
      Securities Administrator, and Deutsche Bank National Trust Company, as a
      Custodian, and the Standard Terms to Master Servicing and Trust Agreement
      (December 2006 Edition)
      incorporated by reference thereto (the “Standard Terms” and together with the
      Trust Agreement, the “Agreement”) Capitalized terms used but not defined herein
      shall have the meanings given to them in the Agreement.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        C-2-1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

         

        
          
            
            

          

          
            C-2-2

            
              

            

          

          
            
            

          

        

      

    


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

    
      	 	 	 
	 	
              
                

              

              [Name
                of Transferor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            


    

     

    Date:                   
      ,       

    


    
      
        
        

      

      
        C-2-3

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      C-3

    


    FORM
      OF
      TRANSFER CERTIFICATE FOR TRANSFER 

    FROM
      REGULATION S GLOBAL SECURITY

    TO
      RULE
      144A CERTIFICATE

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

                              of
      the
      Agreement)                          

     

    U.S.
      Bank
      National Association

    One
      Penn
      Plaza Suite 2700

    New
      York,
      New York 10119

    Attention:
      Structured Finance Department

    GSR
      2006-10F

    


    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

    


    
      	Re:	
              GS
                Mortgage Securities Corp., Depositor 
                GSR
                  Mortgage Loan Trust 2006-10F,

                Pass-Through
                  Certificates
                  Series 2006-10F

              

            


    

    
       

    

    Reference
      is hereby made to the Master Servicing and Trust Agreement dated December 1,
      2006 (the “Trust Agreement”), among GS
      Mortgage Securities Corp., as Depositor, U.S. Bank National Association, as
      a
      Custodian and as Trustee, Wells Fargo Bank, N.A., as Master Servicer and
      Securities Administrator, and Deutsche Bank National Trust Company, as a
      Custodian, and the Standard Terms to Master Servicing and Trust Agreement
      (December 2006 Edition) incorporated by reference thereto (the
      “Standard Terms” and together with the Trust Agreement, the “Agreement”).
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Agreement.

     

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

     

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

     

    
      
        
        

      

      
        Exhibit
          C-3-1

        
          

        

      

      
        
        

      

       

    

    
      	 	 	 
	 	
              
[Name
              of Transferor]
	 
 	 
 	 
 
	 	By:  	
            
	 	
              

              Name:

              Title:

            


    

     

    Date:                   
      ,        

     

    
      
        
        

      

      
        Exhibit
          C-3-2

        
          

        

      

       

      
        
        

      

    

    


    Exhibit D

    


    FORM
      OF TRANSFEREE AGREEMENT

     

    ________,
      20___

     

    U.S.
      Bank
      National Association

    One
      Penn
      Plaza Suite 2700

    New
      York,
      New York 10119

    Attention:
      Structured Finance Department

    GSR
      2006-10F

    


    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

     

    
      
        	Re:	
                GS
                  Mortgage Securities Corp., Depositor 
                  
                    GSR
                      Mortgage
                      Loan Trust 2006-10F,

                  

                  Pass-Through
                    Certificates Series 2006-10F

                  having
                    an original principal amount of
                    $          

                

              


      

    

     

    Ladies
      and Gentlemen:

    


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

     

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

     

    (B) We
      understand that any subsequent transfer of the Certificates is subject to
      certain restrictions and conditions set forth in the Master Servicing and Trust
      Agreement, dated as of December 1, 2006, GS
      Mortgage Securities Corp., as Depositor, U.S. Bank National Association, as
      a
      Custodian and as Trustee, Wells Fargo Bank, N.A., as Master Servicer and
      Securities Administrator, and Deutsche Bank National Trust Company, as a
      Custodian, and the Standard Terms to Master Servicing and Trust Agreement
      (December 2006 Edition) incorporated by reference thereto (the
      “Trust
      Agreement”),
      and
      we agree to be bound by, and not to resell, pledge or otherwise transfer the
      Certificates except in compliance with such restrictions and conditions and
      the
      Securities Act of 1933, as amended (the “Securities
      Act”)
      and
      our failure to comply with the foregoing agreement shall render any purported
      transfer to be null and void.

     

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

     

    
      
        
        

      

      
        Exhibit
          D-1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

    
       

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

       

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

       

      
        
          
          

        

        
          Exhibit
            D-2

          
            

          

        

        
          
          

        

      

       

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

       

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

    

    
       

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

      

    

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

    
      	 	 	 
	 	
              Sincerely,

              


              [Name
                of Transferee]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name: 

              
                

              

              Title:

              
                

              

            


    

     

    
      
        
        

      

      
        Exhibit
          D-3

        
          

        

      

      
        
        

      

    

     

    Exhibit E

    


    FORM
      OF BENEFIT PLAN AFFIDAVIT

    


    
      	
              Re:

            	
              GS
                Mortgage Securities Corp.,

            


    

    
      	 	
              as
                Depositor

            


    

    
      	 	
              GSR
                Mortgage Loan Trust

            


    

    
      	 	
              2006-10F
                (the “Trust”)

            


    

     

    
      	STATE
              OF                         	)
	 	
              )
                ss:

            
	COUNTY
              OF                          	)


    

     

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

     

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

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

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

    


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

     

    
      
        
        

      

      
        Exhibit
          E-1

        
          

        

      

      
        
        

      

    

     

    4. The
      Transferee either:

    


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

    


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

    


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

     

    
      
        
        

      

      
        Exhibit
          E-2

        
          

        

      

      
        
        

      

    

    


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

    
      	 	 	 
	 	[Name
              of
              Transferee]
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            


    

     

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

     

    Subscribed
      and sworn to before me this

    ______
      day of ________________, 20___.

     

    __________________________________________

    Notary
      Public

     

    My
      commission expires: ________________________

    


    
      
        
        

      

      
        Exhibit
          E-3

        
          

        

      

      
        
        

      

       

    

    Exhibit F

    


    FORM
      OF RESIDUAL TRANSFEREE AGREEMENT

     

    _________________

    (DATE)

     

    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

    


    U.S.
      Bank
      National Association

    One
      Penn
      Plaza Suite 2700

    New
      York,
      New York 10119

    Attention:
      Structured Finance Department

    GSR
      2006-10F

    


    
      	 	
              Re:

            	
              Master
                Servicing and Trust Agreement, dated as of December 1, 2006, among
                GS
                Mortgage Securities Corp., as Depositor, Wells Fargo Bank, N.A.,
                as Master
                Servicer, Securities Administrator, Deutsche Bank National Trust
                Company,
                as a Custodian, and U.S. Bank National Association, as a Custodian
                and as
                Trustee of GSR Mortgage Loan
                Trust 2006-10F

            


    

    


    Ladies
      and Gentlemen:

    


    In
      connection with the purchase on the date hereof of the captioned securities
      (the
“Residual
      Certificate”),
      to be
      issued pursuant to the Master Servicing and Trust Agreement, dated as of
      December 1, 2006, among GS Mortgage Securities Corp., Wells
      Fargo Bank, N.A.,
      as
      Master Servicer and Securities Administrator, Deutsche Bank National Trust
      Company, as a Custodian, and U.S. Bank National Association, as a Custodian
      and
      Trustee (the “Trustee”),
      which
      incorporates by reference the Standard Terms to Trust Agreement, December 2006
      Edition (the “Standard
      Terms to Trust Agreement”)
      (collectively, the “Trust
      Agreement”),
      the
      undersigned hereby certifies and covenants to the transferor, the Depositor,
      the
      Trustee and the Trust as follows:

     

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

     

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

     

    
      
        
        

      

      
        Exhibit
          F-1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        Exhibit
          F-2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (signature
      page follows)

     

    
      
        
        

      

      
        Exhibit
          F-3

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 	 
	 	
              
                

              

              [Name
                of Transferee]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              Its:

            	
              

            
	 	
            	
              

            
	 	
              Taxpayer ID #

              
                
                  

                

              

            


    

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

    


    Subscribed
      and sworn to before me this

    ______
      day of ________________, 20___.

     

    ________________________________________________

    Notary
      Public

    


    My
      commission expires: ____________________________    

    


    
      
        
        

      

      
        Exhibit
          F-4

        
          

        

      

      
        
        

      

    

     

    Exhibit G-1

    


    FORM
      OF NON-U.S. PERSON AFFIDAVIT

    AND
      AFFIDAVIT PURSUANT TO SECTIONS

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

    OF
      THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

     

    Re: GS
      Mortgage Securities Corp., Depositor

    GSR
      Mortgage Loan Trust

    2006-10F
      (the “Trust”)


    
       

      
        	STATE
                OF                         	)
	 	
                )
                  ss.:

              
	CITY
                OF                          	)


      

       

    

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        Exhibit
          G-1-1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        Exhibit
          G-1-2

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Capitalized
      terms used and not otherwise defined herein shall have the meanings assigned
      to
      them in the Master Servicing and Trust Agreement, dated as of December 1, 2006,
      among
      GS
      Mortgage Securities Corp., as Depositor, U.S. Bank National Association, as
      a
      Custodian and as Trustee, Wells Fargo Bank, N.A., as Master Servicer and
      Securities Administrator, and Deutsche Bank National Trust Company, as a
      Custodian, and the Standard Terms to Master Servicing and Trust Agreement
      (December 2006 Edition) incorporated by reference thereto.

     

    
      
        
        

      

      
        Exhibit
          G-1-3

        
          

        

      

      
        
        

      

    

     

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

     

    
      	 	 	 
	 	
              
                

              

              [Name
                of Transferee]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                Its:

              

            	
              
 
	 	
              
                

              

            

 

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

     

     

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

    
       

      
        	 	 	 
	 	
                
                  

                

                
                  Notary
                    Public

                

              

 

    

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

     

    
      
        
        

      

      
        
          Exhibit
            G-1-4

        

        
          

        

      

      
        
        

      

    

     

    Exhibit G-2

    


    FORM
      OF U.S. PERSON AFFIDAVIT

    AND
      AFFIDAVIT PURSUANT TO SECTIONS

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

    OF
      THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

     

    
      	Re:	
              GS
                Mortgage Securities Corp., Depositor 
                GSR
                  Mortgage Loan Trust

                2006-10F
                  (the “Trust”)

              

            


    

     

    
      
        	STATE
                OF                         	)
	 	
                )
                  ss.:

              
	CITY OF                         	)


      

    

    


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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
          Exhibit
            G-2-1

        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Capitalized
      terms used and not otherwise defined herein shall have the meanings assigned
      to
      them in the Master Servicing and Trust Agreement, dated as of December 1, 2006,
      among
      GS
      Mortgage Securities Corp., as Depositor, U.S. Bank National Association, as
      a
      Custodian and as Trustee, Wells Fargo Bank, N.A., as Master Servicer and
      Securities Administrator, and Deutsche Bank National Trust Company, as a
      Custodian, and the Standard Terms to Master Servicing and Trust Agreement
      (December 2006 Edition) incorporated by reference thereto.

     

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

     

    
      	 	 	 
	 	
              
                

              

              [Name
                of Transferee]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	Its:	
              
                

              

               

            
	 	
            	
              
                

              

            


    

    


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

     

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

    
       

      
        	 	 	 
	 	
                
                  

                

                Notary
                  Public

              


      

    

     

    My
      commission expires the ____ day of ____________________, 20__.

     

    
      
        
        

      

      
        
          Exhibit
            G-2-2

        

        
          

        

      

      
        
        

      

    

    


    Exhibit H

    


    FORM
      OF CERTIFICATION TO BE PROVIDED TO THE DEPOSITOR BY THE SECURITIES
      ADMINISTRATOR

    


    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

    


    
      	Re:	
              GS
                Mortgage Securities Corp., Depositor

              GSR
                Mortgage Loan Trust 2006-10F (the “Trust”)

            


    

     

    Reference
      is made to the Master Servicing and Trust Agreement, dated as of December 1,
      2006 (the “Trust
      Agreement”),
      by
      and among U.S. Bank National Association, as a Custodian and Trustee (the
“Trustee”),
      Wells
      Fargo Bank, N.A., as Master Servicer (the “Master
      Servicer”)
      and as
      Securities Administrator (the “Securities
      Administrator”),
      Deutsche Bank National Trust Company, as a Custodian, and GS Mortgage Securities
      Corp., as Depositor (the “Depositor”)
      and the
      Standard Terms to Master Servicing and Trust Agreement (October 2006 Edition)
      incorporated by reference thereto.
      The
      Securities Administrator hereby certifies to the Depositor, and its officers,
      directors and affiliates, and with the knowledge and intent that they will
      rely
      upon this certification, that:

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

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

            


    

     

    (signature
      page follows)

     

    
      
        
        

      

      
        Exhibit
          H-1

        
          

        

      

      
        
        

      

    

     

    Date:
      
      	 	 	 
	 	
              Wells
                Fargo Bank, N.A.,

              as
                Securities Administrator

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              Name:

            	
              
 
	 	
              Title:

            	
              
 
	 	
              
                

              

            


    

    
       

    

    
      
        
        

      

      
        Exhibit
          H-2

        
          

        

      

      
        
        

      

    

     

    Exhibit I

    


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


    


    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

    


    
      	Re:	
              GS
                Mortgage Securities Corp., Depositor

              GSR
                Mortgage Loan Trust 2006-10F (the “Trust”)

            


    

     

    Reference
      is made to the Master Servicing and Trust Agreement, dated as of December 1,
      2006 (the “Trust
      Agreement”),
      by
      and among U.S. Bank National Association, as a Custodian and Trustee (the
“Trustee”),
      Wells
      Fargo Bank, N.A., as Master Servicer (the “Master
      Servicer”)
      and as
      Securities Administrator (the “Securities
      Administrator”),
      Deutsche Bank National Trust Company, as a Custodian, and GS Mortgage Securities
      Corp., as Depositor (the “Depositor”)
      and the
      Standard Terms to Master Servicing and Trust Agreement (October 2006 Edition)
      incorporated by reference thereto.
      The
      Master Servicer hereby certifies to the Depositor, the Securities Administrator
      and the Trustee, and their respective officers, directors and affiliates, and
      with the knowledge and intent that they will rely upon this certification,
      that:

     

    
      	 	
              (i)

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

            


    

     

    
      	
               

               

            	
              (ii)

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

            


    

     

    
      	
               

               

            	
              (iii)

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

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      
        
        

      

      
        Exhibit
          I-1

        
          

        

      

      
        
        

      

    

     

    Date:

     

    
      	 	 	 
	 	
              Wells
                Fargo Bank, N.A.,

              as
                Master Servicer

            
	 
 	 
 	 
	
            	By:  	
            
	 	
              Name:

            	
              

            
	 	
              Title:

            	
              
 
	 	
            	
              

            


    

    
       

    

    
      
        
        

      

      
        Exhibit
          I-2

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      J

     

    FORM
      OF
      CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON
      ASSESSMENT OF COMPLIANCE

     

    To:

    


    Goldman
      Sachs Mortgage Company

    85
      Broad
      Street, 26th
      Floor


    New
      York,
      New York 10004 

    


    GS
      Mortgage Securities Corp.

    85
      Broad
      Street

    New
      York,
      New York 10004

    


    Reference
      is made to that certain Standard Terms to Master Servicing and Trust Agreement
      (December 2006 Edition) (the “Agreement”),
      which
      is incorporated by reference in the Master Servicing and Trust Agreement, dated
      as of December 1, 2006 (the “Trust
      Agreement”),
      by
      and among U.S. Bank National Association, as a Custodian and Trustee (the
“Trustee”),
      Wells
      Fargo Bank, N.A., as Master Servicer (the “Master
      Servicer”)
      and as
      Securities Administrator (the “Securities
      Administrator”),
      Deutsche Bank National Trust Company, as a Custodian, and GS Mortgage Securities
      Corp., as Depositor (the “Depositor”),
      with
      respect to GSR Mortgage Loan Trust Mortgage Pass-Through Certificates, Series
      2006-10F. This certification is delivered pursuant to Section 8.01 and 11.01
      of
      the Agreement. Capitalized terms used herein but not otherwise defined shall
      have the meanings set forth in the Agreement.

    


    _________________________,
      the undersigned, a duly authorized _______________ of Wells Fargo Bank, N.A.,
      does hereby certify that the assessment of compliance to be delivered by Wells
      Fargo Bank, N.A. shall address, at a minimum, the criteria identified below
      as
“Applicable Servicing Criteria” as identified by a mark in the column titled
“Applicable Servicing Criteria.”


    

      
        	
                Servicing
                  Criteria

              	 	
                Applicable

                Servicing

                Criteria
                  for Wells Fargo

              
	
                Reference

              	 	
                Criteria

              	 	 
	 	 	 	 	 
	 	 	
                General
                  Servicing Considerations

              	 	 
	 	 	 	 	 
	
                1122(d)(1)(i)

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

              	 	
                X

              
	
                1122(d)(1)(ii)

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

              	 	
                X

              
	
                1122(d)(1)(iii)

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

              	 	 


      

       

    

    
      
        
        

      

      
        Exhibit
          J-1

        
          

        

      

      
        
        

      

    

    

      
        	
                Servicing
                  Criteria

              	 	
                Applicable

                Servicing

                Criteria
                  for Wells Fargo

              
	
                Reference

              	 	
                Criteria

              	 	 
	 	 	 	 	 
	
                1122(d)(1)(iv)

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

              	 	
                X

              
	 	 	 	 	 
	 	 	
                Cash
                  Collection and Administration

              	 	 
	 	 	 	 	 
	
                1122(d)(2)(i)

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

              	 	
                X

              
	
                1122(d)(2)(ii)

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

              	 	
                X

              
	
                1122(d)(2)(iii)

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

              	 	
                X

              
	
                1122(d)(2)(iv)

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

              	 	
                X

              
	
                1122(d)(2)(v)

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

              	 	
                X

              
	
                1122(d)(2)(vi)

              	 	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 	
                X

              
	
                1122(d)(2)(vii)

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

              	 	
                X

              
	 	 	 	 	 
	 	 	
                Investor
                  Remittances and Reporting

              	 	 
	 	 	 	 	 
	
                1122(d)(3)(i)

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

              	 	
                X

              


      

       

      
        
          
          

        

        
          Exhibit
            J-2

          
            

          

        

        
          
          

        

      

    

    

      
        	
                Servicing
                  Criteria

              	 	
                Applicable

                Servicing

                Criteria
                  for Wells Fargo

              
	
                Reference

              	 	
                Criteria

              	 	 
	 	 	 	 	 
	
                1122(d)(3)(ii)

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

              	 	
                X

              
	
                1122(d)(3)(iii)

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

              	 	
                X

              
	
                1122(d)(3)(iv)

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

              	 	
                X

              
	 	 	 	 	 
	 	 	
                Pool
                  Asset Administration

              	 	 
	 	 	 	 	 
	
                1122(d)(4)(i)

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

              	 	 
	
                1122(d)(4)(ii)

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

              	 	 
	
                1122(d)(4)(iii)

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

              	 	 
	
                1122(d)(4)(iv)

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

              	 	 
	
                1122(d)(4)(v)

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

              	 	 
	
                1122(d)(4)(vi)

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

              	 	 
	
                1122(d)(4)(vii)

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

              	 	 
	
                1122(d)(4)(viii)

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

              	 	 
	
                1122(d)(4)(ix)

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

              	 	 
	
                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.

              	 	 


      

       

      
        
          
          

        

        
          Exhibit
            J-3

          
            

          

        

        
          
          

        

      

    

    

      
        	
                Servicing
                  Criteria

              	 	
                Applicable

                Servicing

                Criteria
                  for Wells Fargo

              
	
                Reference

              	 	
                Criteria

              	 	 
	 	 	 	 	 


      

    

    
      
        	
                1122(d)(4)(xi)

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

              	 	 
	
                1122(d)(4)(xii)

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

              	 	 
	
                1122(d)(4)(xiii)

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

              	 	 
	
                1122(d)(4)(xiv)

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

              	 	
                X

              


      

    

     

    
      
        
        

      

      
        Exhibit
          J-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      K

     

    Form
      8-K
      Disclosure Information

    
      
         

      

      
        
          	
                  FORM
                    8-K DISCLOSURE INFORMATION

                
	
                  Item
                    on Form 8-K

                	 	
                  Party
                    Responsible 

                
	
                  Item
                    1.01- Entry into a Material Definitive Agreement

                   

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

                   

                  Examples:
                    servicing agreement, custodial agreement.

                   

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

                	 	
                  All
                    parties (other than the Custodians)

                
	 	 	 
	
                  Item
                    1.02- Termination of a Material Definitive Agreement

                   

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

                   

                  Examples:
                    servicing agreement, custodial agreement.

                	 	
                  All
                    parties (other than the Custodians)

                
	 	 	 
	
                  Item
                    1.03- Bankruptcy or Receivership

                   

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

                	 	
                  Depositor

                
	
                  ·
                    Sponsor (Seller)

                	 	
                  Depositor/Sponsor
                    (Seller)

                
	
                  ·
                    Depositor

                	 	
                  Depositor

                
	
                  ·
                    Master Servicer

                	 	
                  Master
                    Servicer

                
	
                  ·
                    Affiliated Servicer

                	 	
                  Servicer

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

                	 	
                  Servicer

                
	
                  ·
                    Other material
                    servicers

                	 	
                  Servicer

                
	
                  ·
                    Trustee

                	 	
                  Trustee

                
	
                  ·
                    Securities
                    Administrator

                	 	
                  Securities
                    Administrator

                
	
                  ·
                    Significant Obligor

                	 	
                  Depositor

                
	
                  ·
                    Credit Enhancer (10% or
                    more)

                	 	
                  Depositor

                


        

         

        
          
            
            

          

          
            Exhibit
              K-1

            
              

            

          

          
            
            

          

        

      

    

     

    
      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	 	
                Party
                  Responsible 

              
	
                ·
                  Derivative
                  Counterparty

              	 	
                Depositor

              
	
                ·
                  Custodian

              	 	
                Custodian

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

                 

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

                 

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

              	 	
                Depositor

                Master
                  Servicer

                Securities
                  Administrator

              
	
                Item
                  3.03- Material Modification to Rights of Security
                  Holders

                 

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

              	 	
                Securities
                  Administrator

                Trustee

                Depositor

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

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

              	 	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational
                  Material

              	 	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Securities Administrator

                 

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

              	 	
                Master
                  Servicer/Securities Administrator/Depositor/

                Servicer/Trustee

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

              	 	
                Servicer/Master
                  Servicer/Depositor

              
	
                Reg
                  AB disclosure about any new Trustee is also required.

              	 	
                Trustee

              
	
                Item
                  6.03- Change in Credit Enhancement or External
                  Support

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

              	 	
                Depositor/Securities
                  Administrator/Trustee

              


      

       

    

    
      
        
        

      

      
        Exhibit
          K-2

        
          

        

      

      
        
        

      

    

     

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	 	
              Party
                Responsible 

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

            	 	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	 	
              Securities
                Administrator

              Trustee

            
	
              Item
                6.05- Securities Act Updating Disclosure

               

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

            	 	
              Depositor

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

            	 	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	 	
              All
                parties (other than the Custodians)

            
	
              Item
                8.01- Other Events

               

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

            	 	
              Depositor

            
	
              Item
                9.01- Financial Statements and Exhibits

            	 	
              Responsible
                party for reporting/disclosing the financial statement or
                exhibit

            


    

    
       

      
        
        

      

      
        Exhibit
          K-3

        
          

        

      

      
        
        

      

    

    
       

    

    EXHIBIT
      L

     

    Additional
      Form 10-D Disclosure

    
      

        
          	
                  ADDITIONAL
                    FORM 10-D DISCLOSURE

                
	
                  Item
                    on Form 10-D

                	 	
                  Party
                    Responsible 

                
	
                  Item
                    1: Distribution and Pool Performance Information

                   

                	 	 
	
                  Information
                    included in the [Monthly Statement]

                	 	
                  Servicer

                  Master
                    Servicer

                  Securities
                    Administrator

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

                	 	
                  Depositor

                
	
                  Item
                    2: Legal Proceedings

                   

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

                	 	 
	
                  · Issuing
                    Entity (Trust
                    Fund)

                	 	
                  Trustee,
                    Master Servicer, Securities Administrator and Depositor

                
	
                  · Sponsor
                    (Seller)

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

                
	
                  · Depositor

                	 	
                  Depositor

                
	
                  · Trustee

                	 	
                  Trustee

                
	
                  · Securities
                    Administrator

                	 	
                  Securities
                    Administrator

                
	
                  · Master
                    Servicer

                	 	
                  Master
                    Servicer

                
	
                  · Custodian

                	 	
                  Custodian

                
	
                  · 1110(b)
                    Originator

                	 	
                  Depositor

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

                	 	
                  Servicer

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

                	 	
                  Depositor

                
	
                  Item
                    3: Sale of Securities and Use of Proceeds

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

                   

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

                	 	
                  Depositor

                


        

         

      

    

    
      
        
        

      

      
        Exhibit
          L-1

        
          

        

      

      
        
        

      

    

     

      
        
          
            	
                    ADDITIONAL
                      FORM 10-D DISCLOSURE

                  
	
                    Item
                      on Form 10-D

                  	 	
                    Party
                      Responsible 

                  
	
                    Item
                      4: Defaults Upon Senior Securities

                     

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

                     

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

                  	 	
                    Securities
                      Administrator

                    Trustee

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

                     

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

                  	 	
                    Securities
                      Administrator

                    Trustee

                  
	
                    Item
                      6: Significant Obligors of Pool Assets

                     

                    Item
                      1112(b) - Significant
                      Obligor Financial Information*

                  	 	
                    Depositor

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

                  	 	 
	
                    Item
                      7: Significant Enhancement Provider Information

                     

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

                  	 	 
	
                    · Determining
                      applicable
                      disclosure threshold

                  	 	
                    Depositor

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

                  	 	
                    Depositor

                  
	
                    Item
                      1115(b) - Derivative Counterparty Financial
                      Information*

                  	 	 
	
                    · Determining
                      current maximum
                      probable exposure

                  	 	
                    Depositor

                  
	
                    · Determining
                      current significance
                      percentage

                  	 	
                    Depositor

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

                  	 	
                    Depositor

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

                  	 	 


          

           

          
            
              
              

            

            
              Exhibit
                L-2

              
                

              

            

            
              
              

            

          

        

      

    

    
       

      
        	
                ADDITIONAL
                  FORM 10-D DISCLOSURE

              
	
                Item
                  on Form 10-D

              	 	
                Party
                  Responsible 

              
	
                Item
                  8: Other Information

                 

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

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

              
	
                Item
                  9: Exhibits

              	 	 
	
                Monthly
                  Statement to Certificateholders

              	 	
                Securities
                  Administrator

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

              	 	
                Depositor

              


      

    

     

    
      
        
        

      

      
        Exhibit
          L-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      M

    


    Additional
      Form 10-K Disclosure

    

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	 	
                Party
                  Responsible 

              
	
                Item
                  1B: Unresolved Staff Comments

                 

              	 	
                Depositor

              
	
                Item
                  9B: Other Information

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

              	 	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15: Exhibits, Financial Statement Schedules

              	 	
                Securities
                  Administrator

                Depositor

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

              	 	 
	
                Significant
                  Obligor Financial Information*

              	 	
                Depositor

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

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

              	 	 
	
                · Determining
                  applicable
                  disclosure threshold

              	 	
                Depositor

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

              	 	
                Depositor

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

              	 	 
	
                Reg
                  AB Item 1115(b): Derivative Counterparty Financial
                  Information

              	 	 
	
                · Determining
                  current maximum
                  probable exposure

              	 	
                Depositor

              
	
                · Determining
                  current significance
                  percentage

              	 	
                Depositor

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

              	 	
                Depositor

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

              	 	 

 

    

    
      
        
        

      

      
        Exhibit
          M-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)

              	 	
                Trustee,
                  Master Servicer, Securities Administrator and Depositor

              
	
                · Sponsor
                  (Seller)

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

              
	
                · Depositor

              	 	
                Depositor

              
	
                ·
                  Trustee

              	 	
                Trustee

              
	
                ·
                  Securities
                  Administrator

              	 	
                Securities
                  Administrator

              
	
                ·
                  Master Servicer

              	 	
                Master
                  Servicer

              
	
                ·
                  Custodian

              	 	
                Custodian

              
	
                ·
                  1110(b) Originator

              	 	
                Depositor

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

              	 	
                Servicer

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

              	 	
                Depositor

              
	
                Reg
                  AB Item 1119: Affiliations and Relationships

              	 	 
	
                Whether
                  (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                  of
                  the following parties, and (b) to the extent known and material,
                  any of
                  the following parties are affiliated with one another:

              	 	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                · Master
                  Servicer

              	 	
                Master
                  Servicer 

              
	
                ·
                  Securities
                  Administrator

              	 	
                Securities
                  Administrator

              
	
                ·
                  Trustee

              	 	
                Trustee

              
	
                ·
                  Any other 1108(a)(3)
                  servicer

              	 	
                Servicer

              
	
                ·
                  Any 1110 Originator

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any 1112(b) Significant
                  Obligor

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any 1114 Credit Enhancement
                  Provider

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any 1115 Derivate Counterparty
                  Provider

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any other 1101(d)(1) material
                  party

              	 	
                Depositor/Sponsor

              


      

       

    

    
      
        
        

      

      
        Exhibit
          M-2

        
          

        

      

      
        
        

      

    

    

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	 	
                Party
                  Responsible 

              
	
                Whether
                  there are any “outside the ordinary course business arrangements” other
                  than would be obtained in an arm’s length transaction between (a) the
                  Sponsor (Seller), Depositor or Issuing Entity on the one hand,
                  and (b) any
                  of the following parties (or their affiliates) on the other hand,
                  that
                  exist currently or within the past two years and that are material
                  to a
                  Certificateholder’s understanding of the Certificates:

              	 	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ·
                  Master Servicer

              	 	
                Master
                  Servicer 

              
	
                ·
                  Securities
                  Administrator

              	 	
                Securities
                  Administrator

              
	
                ·
                  Trustee

              	 	
                Trustee

              
	
                ·
                  Any other 1108(a)(3)
                  servicer

              	 	
                Servicer

              
	
                ·
                  Any 1110 Originator

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any 1112(b) Significant
                  Obligor

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any 1114 Credit Enhancement
                  Provider

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any 1115 Derivate Counterparty
                  Provider

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any other 1101(d)(1) material
                  party

              	 	
                Depositor/Sponsor

              
	
                Whether
                  there are any specific relationships involving the transaction
                  or the pool
                  assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                  on
                  the one hand, and (b) any of the following parties (or their affiliates)
                  on the other hand, that exist currently or within the past two
                  years and
                  that are material:

              	 	
                Depositor
                  as to (a) 

                Sponsor/Seller
                  as to (a)

              
	
                ·
                  Master Servicer

              	 	
                Master
                  Servicer 

              
	
                ·
                  Securities
                  Administrator

              	 	
                Securities
                  Administrator

              
	
                ·
                  Trustee

              	 	
                Trustee

              
	
                ·
                  Any other 1108(a)(3)
                  servicer

              	 	
                Servicer

              
	
                ·
                  Any 1110 Originator

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any 1112(b) Significant
                  Obligor

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any 1114 Credit Enhancement
                  Provider

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any 1115 Derivate Counterparty
                  Provider

              	 	
                Depositor/Sponsor

              
	
                ·
                  Any other 1101(d)(1) material
                  party

              	 	
                Depositor/Sponsor

              


      

       

    

    
      
        
        

      

      
        Exhibit
          M-3

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      I

    


    BOND
      LEVEL REPORT

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      II

    


    LOAN
      LEVEL REPORT

    


    
      
        
        

      

      
        II-1

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      III

    


    REMITTANCE
      REPORT


    

      
        	
                Data
                  Field

              	 	
                Investor_ID

              	 	
                Category_ID

              	 	
                Servicer
                  loan number

              	 	
                Investor
                  Loan #

              	 	
                PIF
                  Principal Amount

              	 	
                PIF
                  Net Interest Paid

              	 	
                PIF
                  date

              	 	
                Beginning
                  scheduled note rate

              	 	
                Ending
                  note rate

              	 	
                Beginning
                  schedule service fee

              	 	
                Ending
                  service fee

              
	
                Format

              	 	
                Number
                  (no decimals)

              	 	
                Number
                  (no decimals)

              	 	
                Number
                  (no decimals)

              	 	
                Number
                  (no decimals)

              	 	
                Number
                  (two decimals)

              	 	
                Number
                  (two decimals)

              	 	
                Date
                  (mm/dd/yy) format

              	 	
                Number
                  (seven Decimals)

              	 	
                Number
                  (seven decimals)

              	 	
                Number
                  (seven decimals)

              	 	
                Number
                  (seven decimals)

              
	
                Description

              	 	
                ID
                  number used by your company for the investor

              	 	
                ID
                  number used by your company for the specific deal.

              	 	
                Servicer
                  Loan Number - loan number used at your company.

              	 	
                Loan
                  number used by Investor

              	 	
                Paid-in-full
                  principal balance amount

              	 	
                Net
                  interest paid the loan was paid-in-full

              	 	
                Enter
                  the date the loan was paid-in-full. Leave blank if no PIF
                  transaction.

              	 	
                Beginning
                  scheduled note rate before the servicer's monthly activity. Can
                  be blank
                  for act/act pools.

              	 	
                Ending
                  scheduled loan note rate after servicer's monthly activity (sch/sch)
                  or
                  the ending actual loan note rate after servicer's activity
                  (act/act).

              	 	
                Beginning
                  scheduled servicer service fee rate before the servicer's monthly
                  activity. Can be blank for act/act pools.

              	 	
                Ending
                  scheduled servicer service fee rate after the servicer's monthly
                  activity.

              
	
                Example:

              	 	
                1000

              	 	
                2

              	 	
                1234

              	 	
                56789

              	 	
                0.00

              	 	
                0.00

              	 	
                 

              	 	
                0.0887500

              	 	
                0.0887500

              	 	
                0.0025000

              	 	
                0.0025000

              


      

    

    

      
        	
                Ending
                  due date

              	 	
                Beginning
                  schedule 100% P&I

              	 	
                Ending
                  100% P&I

              	 	
                Beginning
                  security balance

              	 	
                Ending
                  security balance

              	 	
                Ending
                  part UPB

              	 	
                Ending
                  100% UPB

              	 	
                Principal

                remitted

              	 	
                Interest
                  remitted

              	 	
                Principal

              	 	
                Curtailment

              
	
                Date
                  (mm/dd/yy) format

              	 	
                Number
                  (two decimals)

              	 	
                Number
                  (two decimals)

              	 	
                Number
                  (two decimals)

              	 	
                Number
                  (two decimals)

              	 	
                Number
                  (two decimals)

              	 	
                Number
                  (two decimals)

              	 	
                Number
                  (two decimals)

              	 	
                Number
                  (two decimals)

              	 	
                Number
                  (two decimals)

              	 	
                Number
                  (two decimals)

              
	
                Ending
                  actual loan due date

              	 	
                Beginning
                  scheduled 100% monthly payment amount before the servicer's monthly
                  activity. Can be blank for act/act pools.

              	 	
                Ending
                  100% scheduled monthly loan payment amount after servicer's monthly
                  activity (sch/sch) or the ending 100% actual monthly loan payment
                  amount
                  after servicer's activity (act/act).

              	 	
                (Sch/Sch)
                  beginning scheduled balance.

                (Act/Act)
                  beginning 100% Actual balance or the beginning participation Actual
                  balance for participation loans.

              	 	
                (Sch/Sch)
                  Ending scheduled balance.

                (Act/Act)
                  Ending 100% Actual balance or the ending participation Actual balance
                  for
                  participation loans.

              	 	
                Ending
                  actual participation loan principal balance after servicer's monthly
                  activity.

              	 	
                Ending
                  100% actual principal balance after servicer's monthly
                  activity.

              	 	
                (Sch/Sch)
                  --- Add scheduled principal + Curtailments + payoff/liquidation
                  amount
                  (Act/Act) --- Add actual principal + curtailments + payoff/liquidation
                  amounts.

              	 	
                For
                  Sch/Sch loans, enter the scheduled net
                  interest
                  amount remitted. For Act/Act loans, enter the net interest amount
                  remitted. Net Interest should equal the Gross Interest Amount minus
                  Service Fee Amount.

              	 	
                (Sch/Sch)
                  --- scheduled principal (Act/Act) --- actual principal
                  paid

              	 	
                Curtailment
                  amount

              
	
                07/01/02

              	 	
                4475.51

              	 	
                4475.51

              	 	
                557866.38

              	 	
                557516.76

              	 	
                557866.38

              	 	
                557866.38

              	 	
                349.62

              	 	
                4009.67

              	 	
                349.62

              	 	
                0.00

              


      

    

     

    
      
        
        

      

      
        III-1