EXHIBIT 4

                          GS MORTGAGE SECURITIES CORP.,

                                   Depositor,

                     NATIONAL CITY HOME LOAN SERVICES, INC.,

                                    Servicer,

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY,

                                     Trustee

                      -------------------------------------

                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2005

                      -------------------------------------

                              FFMLT TRUST 2005-FF11

                       MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2005-FF11

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01   Definitions.................................................

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

Section 2.01   Conveyance of Mortgage Loans................................
Section 2.02   Acceptance by the Trustee of the Mortgage Loans.............
Section 2.03   Representations, Warranties and Covenants of the Servicer...
Section 2.04   Execution and Delivery of Certificates......................
Section 2.05   REMIC Matters...............................................
Section 2.06   Representations and Warranties of the Depositor.............
Section 2.07   Enforcement of Obligations for Breach of Mortgage Loan
                  Representations..........................................

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

Section 3.01   Servicer to Service Mortgage Loans..........................
Section 3.02   Subservicing Agreements between the Servicer and
                 Subservicers..............................................
Section 3.03   Successor Subservicers......................................
Section 3.04   Liability of the Servicer...................................
Section 3.05   No Contractual Relationship between Subservicers and the
                 Trustee...................................................
Section 3.06   Assumption or Termination of Subservicing Agreements by
                 Trustee...................................................
Section 3.07   Collection of Certain Mortgage Loan Payments................
Section 3.08   Subservicing Accounts.......................................
Section 3.09   Collection of Taxes, Assessments and Similar Items; Escrow
                 Accounts..................................................
Section 3.10   Collection Accounts.........................................
Section 3.11   Withdrawals from the Collection Account.....................
Section 3.12   Investment of Funds in the Collection Accounts and the
                 Distribution Account......................................
Section 3.13   Maintenance of Hazard Insurance, Errors and Omissions and
                 Fidelity Coverage.........................................
Section 3.14   Enforcement of Due-on-Sale Clauses; Assumption Agreements...
Section 3.15   Realization upon Defaulted Mortgage Loans...................
Section 3.16   Release of Mortgage Files...................................
Section 3.17   Title, Conservation and Disposition of REO Property.........
Section 3.18   Notification of Adjustments.................................
Section 3.19   Access to Certain Documentation and Information Regarding
                 the Mortgage Loans........................................
Section 3.20   Documents, Records and Funds in Possession of the Servicer
                 to Be Held for the Trustee................................
Section 3.21   Servicing Compensation......................................
Section 3.22   Annual Statement as to Compliance...........................
Section 3.23   Annual Independent Public Accountants' Servicing Statement;
                 Financial Statements......................................
Section 3.24   Trustee to Act as Servicer..................................
Section 3.25   Compensating Interest.......................................
Section 3.26   Credit Reporting; Gramm-Leach-Bliley Act....................
Section 3.27   Excess Reserve Fund Account; Distribution Account...........
Section 3.28   Optional Purchase of Delinquent Mortgage Loans..............

                                   ARTICLE IV

                                DISTRIBUTIONS AND
                            ADVANCES BY THE SERVICER

Section 4.01   Advances....................................................
Section 4.02   Priorities of Distribution..................................
Section 4.03   Monthly Statements to Certificateholders....................
Section 4.04   Certain Matters Relating to the Determination of LIBOR......
Section 4.05   Allocation of Applied Realized Loss Amounts.................
Section 4.06   Supplemental Interest Trust.................................

                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01   The Certificates............................................
Section 5.02   Certificate Register; Registration of Transfer and
                 Exchange of Certificates..................................
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates...........
Section 5.04   Persons Deemed Owners.......................................
Section 5.05   Access to List of Certificateholders' Names and Addresses...
Section 5.06   Maintenance of Office or Agency.............................

                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

Section 6.01   Respective Liabilities of the Depositor and the Servicer....
Section 6.02   Merger or Consolidation of the Depositor or the Servicer....
Section 6.03   Limitation on Liability of the Depositor, the Servicer
                 and Others................................................
Section 6.04   Limitation on Resignation of the Servicer...................
Section 6.05   Additional Indemnification by the Servicer; Third
                 Party Claims..............................................

                                   ARTICLE VII

                                     DEFAULT

Section 7.01   Events of Default...........................................
Section 7.02   Trustee to Act; Appointment of Successor Servicer...........
Section 7.03   Notification to Certificateholders..........................

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01   Duties of the Trustee.......................................
Section 8.02   Certain Matters Affecting the Trustee.......................
Section 8.03   Trustee Not Liable for Certificates or Mortgage Loans.......
Section 8.04   Trustee May Own Certificates................................
Section 8.05   Trustee's Fees and Expenses.................................
Section 8.06   Eligibility Requirements for the Trustee....................
Section 8.07   Resignation and Removal of the Trustee......................
Section 8.08   Successor Trustee...........................................
Section 8.09   Merger or Consolidation of the Trustee......................
Section 8.10   Appointment of Co-Trustee or Separate Trustee...............
Section 8.11   Tax Matters.................................................
Section 8.12   Periodic Filings............................................
Section 8.13   Tax Treatment of Upper-Tier Carry Forward Amounts
                 and Basis Risk Carry Forward Amounts......................

                                   ARTICLE IX

                                   TERMINATION

Section 9.01   Termination upon Liquidation or Purchase of the Mortgage
                 Loans.....................................................
Section 9.02   Final Distribution on the Certificates......................
Section 9.03   Additional Termination Requirements.........................

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01  Amendment...................................................
Section 10.02  Recordation of Agreement; Counterparts......................
Section 10.03  Governing Law...............................................
Section 10.04  Intention of Parties........................................
Section 10.05  Notices.....................................................
Section 10.06  Severability of Provisions..................................
Section 10.07  Assignment; Sales; Advance Facilities.......................
Section 10.08  Limitation on Rights of Certificateholders..................
Section 10.09  Inspection and Audit Rights.................................
Section 10.10  Certificates Nonassessable and Fully Paid...................
Section 10.11  Waiver of Jury Trial........................................
Section 10.12  Limitation of Damages.......................................
Section 10.13  Rights of the Swap Provider.................................
Section 10.14  No Solicitation.............................................

SCHEDULES

Schedule I  Mortgage Loan Schedule
Schedule II Representations and Warranties of NCHLS, as the Servicer


EXHIBITS
Exhibit A-1 Form of Class A, Class M and Class B Certificates
Exhibit B   Form of Class P Certificate
Exhibit C   Form of Class C Certificate
Exhibit D-1 Form of Class R-1 Certificate
Exhibit D-2 Form of Class R-2 Certificate
Exhibit D-3 Form of Class R-3 Certificate
Exhibit E   Form of Class X Certificate
Exhibit F   Form of Initial Certification of Trustee
Exhibit G   Form of Document Certification and Exception Report of Trustee
Exhibit H   Form of Residual Transfer Affidavit
Exhibit I   Form of Transferor Certificate
Exhibit J   Form of Rule 144A Letter
Exhibit K   Form of Investment Letter (Non-Rule 144A)
Exhibit L   Form of Request for Release
Exhibit M   Contents of Each Mortgage File
Exhibit N   Servicer Reporting Requirements
Exhibit O   Form of Certification to be provided with Form 10-K
Exhibit P   Form of Trustee Certification to be provided to Depositor
Exhibit Q   Form of Servicer Certification to be provided to Depositor
Exhibit R   Responsible Party Agreements

<PAGE>

            THIS POOLING AND SERVICING AGREEMENT, dated as of November 1, 2005,
is among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the "Depositor"),
NATIONAL CITY HOME LOAN SERVICES, INC., a Delaware corporation ("NCHLS"), as
Servicer, and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking
association, as trustee (the "Trustee").

                              W I T N E S S E T H:

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

                              PRELIMINARY STATEMENT

            The Trustee shall elect that five segregated asset pools within the
Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Supplemental Interest Trust, (iv) the Excess Reserve
Fund Account, and (v) the right of the LIBOR Certificates to receive Upper-Tier
Carry Forward Amounts and, without duplication, Basis Risk Carry Forward Amounts
and the obligation to pay Class IO Shortfalls) be treated for federal income tax
purposes as comprising five REMICs (each, a "Trust REMIC" or, in the
alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the Lower-Tier REMIC,
the Upper-Tier REMIC and the Class X REMIC, respectively). The Class X Interest
and each Class of LIBOR Certificates (other than the right of each Class of
LIBOR Certificates to receive Upper-Tier Carry Forward Amounts and, without
duplication, Basis Risk Carry Forward Amounts) and the obligation to pay Class
IO Shortfalls represents ownership of a regular interest in a REMIC for purposes
of the REMIC Provisions.

            The Class R-3 Certificates represent ownership of the sole class of
residual interest in the Class X REMIC. The Class R-2 Certificates represent
ownership of the sole class of residual interest in Pooling-Tier REMIC-1 for
purposes of the REMIC Provisions. The Class R-1 Certificates represent ownership
of the sole class of residual interest in each of Pooling-Tier REMIC-2, the
Lower-Tier REMIC and the Upper-Tier REMIC for purposes of the REMIC Provisions.

            The Start-up Day for each REMIC described herein is the Closing
Date. The latest possible maturity date for each Certificate is the latest date
referenced in Section 2.06.

            The Class X REMIC shall hold as assets the Class UT-X Interest and
the Class UT-IO Interest as set out below. The Upper-Tier REMIC shall hold as
assets the several classes of uncertificated Lower-Tier Regular Interests, set
out below. The Lower-Tier REMIC shall hold as assets the several classes of
uncertificated Pooling-Tier REMIC-2 Regular Interests. Pooling-Tier REMIC-2
shall hold as assets the several classes of uncertificated Pooling-Tier REMIC-1
Regular Interests. Pooling-Tier REMIC-1 shall hold as assets the assets of the
Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) the Interest Rate
Swap Agreement, (iii) the Supplemental Interest Trust, (iv) the Excess Reserve
Fund Account, and (v) the right of the LIBOR Certificates to receive Upper-Tier
Carry Forward Amounts and, without duplication, Basis Risk Carry Forward Amounts
and the obligation to pay Class IO Shortfalls).

            For federal income tax purposes, each Class of LIBOR Certificates,
the Class X Certificates and the Class P Certificates represent beneficial
ownership of portions of the Trust Fund which shall be treated as a grantor
trust as more fully described in Section 8.11.

                              Pooling-Tier REMIC-1
                              --------------------

            Pooling-Tier REMIC-1 shall issue the following interests in
Pooling-Tier REMIC-1, and each such interest is hereby designated as a regular
interest in the Pooling-Tier REMIC-1. Pooling-Tier REMIC-1 Interests with an "I"
in their designation shall relate to Loan Group I and Pooling-Tier REMIC-1
Interests with a "II" in their designation shall relate to Loan Group II.
Pooling-Tier REMIC-1 shall also issue the Class R-2 Certificates. The Class R-2
Certificates are hereby designated as the sole class of residual interest in
Pooling-Tier REMIC-1. The Class R-2 Certificates shall have a $100 Class
Certificate Balance and shall have no interest rate.

                   Pooling-Tier     Initial Pooling-Tier
Pooling-Tier          REMIC-1        REMIC-1 Principal
REMIC-1 Interest   Interest Rate           Amount
----------------   -------------    --------------------
Class PT1-I-1           (1)               $15,749,062.61
Class PT1-I-2A          (2)                $2,207,192.43
Class PT1-I-2B          (3)                $2,207,192.43
Class PT1-I-3A          (2)                $2,698,261.89
Class PT1-I-3B          (3)                $2,698,261.89
Class PT1-I-4A          (2)                $3,183,879.26
Class PT1-I-4B          (3)                $3,183,879.26
Class PT1-I-5A          (2)                $3,659,772.84
Class PT1-I-5B          (3)                $3,659,772.84
Class PT1-I-6A          (2)                $4,121,158.41
Class PT1-I-6B          (3)                $4,121,158.41
Class PT1-I-7A          (2)                $4,563,182.85
Class PT1-I-7B          (3)                $4,563,182.85
Class PT1-I-8A          (2)                $4,980,960.12
Class PT1-I-8B          (3)                $4,980,960.12
Class PT1-I-9A          (2)                $5,369,665.06
Class PT1-I-9B          (3)                $5,369,665.06
Class PT1-I-10A         (2)                $5,724,610.47
Class PT1-I-10B         (3)                $5,724,610.47
Class PT1-I-11A         (2)                $6,041,104.77
Class PT1-I-11B         (3)                $6,041,104.77
Class PT1-I-12A         (2)                $5,716,458.00
Class PT1-I-12B         (3)                $5,716,458.00
Class PT1-I-13A         (2)                $5,409,421.14
Class PT1-I-13B         (3)                $5,409,421.14
Class PT1-I-14A         (2)                $5,118,920.43
Class PT1-I-14B         (3)                $5,118,920.43
Class PT1-I-15A         (2)                $4,844,063.20
Class PT1-I-15B         (3)                $4,844,063.20
Class PT1-I-16A         (2)                $4,584,005.08
Class PT1-I-16B         (3)                $4,584,005.08
Class PT1-I-17A         (2)                $4,337,947.25
Class PT1-I-17B         (3)                $4,337,947.25
Class PT1-I-18A         (2)                $4,105,104.63
Class PT1-I-18B         (3)                $4,105,104.63
Class PT1-I-19A         (2)                $3,884,824.56
Class PT1-I-19B         (3)                $3,884,824.56
Class PT1-I-20A         (2)                $3,676,398.44
Class PT1-I-20B         (3)                $3,676,398.44
Class PT1-I-21A         (2)                $3,479,186.75
Class PT1-I-21B         (3)                $3,479,186.75
Class PT1-I-22A         (2)                $3,292,584.35
Class PT1-I-22B         (3)                $3,292,584.35
Class PT1-I-23A         (2)               $29,350,503.77
Class PT1-I-23B         (3)               $29,350,503.77
Class PT1-I-24A         (2)                $1,117,445.75
Class PT1-I-24B         (3)                $1,117,445.75
Class PT1-I-25A         (2)                $1,059,989.51
Class PT1-I-25B         (3)                $1,059,989.51
Class PT1-I-26A         (2)                $1,005,507.99
Class PT1-I-26B         (3)                $1,005,507.99
Class PT1-I-27A         (2)                  $953,846.05
Class PT1-I-27B         (3)                  $953,846.05
Class PT1-I-28A         (2)                  $904,856.74
Class PT1-I-28B         (3)                  $904,856.74
Class PT1-I-29A         (2)                  $858,400.71
Class PT1-I-29B         (3)                  $858,400.71
Class PT1-I-30A         (2)                  $814,346.57
Class PT1-I-30B         (3)                  $814,346.57
Class PT1-I-31A         (2)                  $772,568.74
Class PT1-I-31B         (3)                  $772,568.74
Class PT1-I-32A         (2)                  $732,949.23
Class PT1-I-32B         (3)                  $732,949.23
Class PT1-I-33A         (2)                  $695,375.82
Class PT1-I-33B         (3)                  $695,375.82
Class PT1-I-34A         (2)                  $659,741.50
Class PT1-I-34B         (3)                  $659,741.50
Class PT1-I-35A         (2)                $6,825,775.64
Class PT1-I-35B         (3)                $6,825,775.64
Class PT1-I-36A         (2)                  $252,902.14
Class PT1-I-36B         (3)                  $252,902.14
Class PT1-I-37A         (2)                  $241,241.86
Class PT1-I-37B         (3)                  $241,241.86
Class PT1-I-38A         (2)                  $230,119.66
Class PT1-I-38B         (3)                  $230,119.66
Class PT1-I-39A         (2)                  $219,509.99
Class PT1-I-39B         (3)                  $219,509.99
Class PT1-I-40A         (2)                  $209,390.08
Class PT1-I-40B         (3)                  $209,390.08
Class PT1-I-41A         (2)                  $199,736.57
Class PT1-I-41B         (3)                  $199,736.57
Class PT1-I-42A         (2)                  $190,528.10
Class PT1-I-42B         (3)                  $190,528.10
Class PT1-I-43A         (2)                  $181,744.31
Class PT1-I-43B         (3)                  $181,744.31
Class PT1-I-44A         (2)                  $173,365.62
Class PT1-I-44B         (3)                  $173,365.62
Class PT1-I-45A         (2)                  $165,373.08
Class PT1-I-45B         (3)                  $165,373.08
Class PT1-I-46A         (2)                  $157,748.90
Class PT1-I-46B         (3)                  $157,748.90
Class PT1-I-47A         (2)                  $150,476.53
Class PT1-I-47B         (3)                  $150,476.53
Class PT1-I-48A         (2)                  $143,538.98
Class PT1-I-48B         (3)                  $143,538.98
Class PT1-I-49A         (2)                  $136,921.28
Class PT1-I-49B         (3)                  $136,921.28
Class PT1-I-50A         (2)                  $130,608.87
Class PT1-I-50B         (3)                  $130,608.87
Class PT1-I-51A         (2)                  $124,586.96
Class PT1-I-51B         (3)                  $124,586.96
Class PT1-I-52A         (2)                  $118,842.97
Class PT1-I-52B         (3)                  $118,842.97
Class PT1-I-53A         (2)                  $113,363.73
Class PT1-I-53B         (3)                  $113,363.73
Class PT1-I-54A         (2)                  $108,136.66
Class PT1-I-54B         (3)                  $108,136.66
Class PT1-I-55A         (2)                  $103,150.58
Class PT1-I-55B         (3)                  $103,150.58
Class PT1-I-56A         (2)                   $98,394.50
Class PT1-I-56B         (3)                   $98,394.50
Class PT1-I-57A         (2)                   $93,857.25
Class PT1-I-57B         (3)                   $93,857.25
Class PT1-I-58A         (2)                   $89,529.25
Class PT1-I-58B         (3)                   $89,529.25
Class PT1-I-59A         (2)                  $169,201.14
Class PT1-I-59B         (3)                  $169,201.14
Class PT1-I-60A         (2)                   $76,785.02
Class PT1-I-60B         (3)                   $76,785.02
Class PT1-I-61A         (2)                $1,602,148.09
Class PT1-I-61B         (3)                $1,602,148.09
Class PT1-II-1          (4)               $23,691,008.64
Class PT1-II-2A         (5)                $3,320,215.57
Class PT1-II-2B         (6)                $3,320,215.57
Class PT1-II-3A         (5)                $4,058,917.11
Class PT1-II-3B         (6)                $4,058,917.11
Class PT1-II-4A         (5)                $4,789,417.24
Class PT1-II-4B         (6)                $4,789,417.24
Class PT1-II-5A         (5)                $5,505,290.16
Class PT1-II-5B         (6)                $5,505,290.16
Class PT1-II-6A         (5)                $6,199,339.09
Class PT1-II-6B         (6)                $6,199,339.09
Class PT1-II-7A         (5)                $6,864,263.65
Class PT1-II-7B         (6)                $6,864,263.65
Class PT1-II-8A         (5)                $7,492,713.88
Class PT1-II-8B         (6)                $7,492,713.88
Class PT1-II-9A         (5)                $8,077,431.44
Class PT1-II-9B         (6)                $8,077,431.44
Class PT1-II-10A        (5)                $8,611,365.53
Class PT1-II-10B        (6)                $8,611,365.53
Class PT1-II-11A        (5)                $9,087,458.73
Class PT1-II-11B        (6)                $9,087,458.73
Class PT1-II-12A        (5)                $8,599,102.00
Class PT1-II-12B        (6)                $8,599,102.00
Class PT1-II-13A        (5)                $8,137,235.36
Class PT1-II-13B        (6)                $8,137,235.36
Class PT1-II-14A        (5)                $7,700,243.57
Class PT1-II-14B        (6)                $7,700,243.57
Class PT1-II-15A        (5)                $7,286,783.80
Class PT1-II-15B        (6)                $7,286,783.80
Class PT1-II-16A        (5)                $6,895,585.92
Class PT1-II-16B        (6)                $6,895,585.92
Class PT1-II-17A        (5)                $6,525,448.25
Class PT1-II-17B        (6)                $6,525,448.25
Class PT1-II-18A        (5)                $6,175,189.87
Class PT1-II-18B        (6)                $6,175,189.87
Class PT1-II-19A        (5)                $5,843,828.94
Class PT1-II-19B        (6)                $5,843,828.94
Class PT1-II-20A        (5)                $5,530,299.56
Class PT1-II-20B        (6)                $5,530,299.56
Class PT1-II-21A        (5)                $5,233,639.75
Class PT1-II-21B        (6)                $5,233,639.75
Class PT1-II-22A        (5)                $4,952,939.15
Class PT1-II-22B        (6)                $4,952,939.15
Class PT1-II-23A        (5)               $44,151,111.73
Class PT1-II-23B        (6)               $44,151,111.73
Class PT1-II-24A        (5)                $1,680,941.25
Class PT1-II-24B        (6)                $1,680,941.25
Class PT1-II-25A        (5)                $1,594,511.49
Class PT1-II-25B        (6)                $1,594,511.49
Class PT1-II-26A        (5)                $1,512,556.51
Class PT1-II-26B        (6)                $1,512,556.51
Class PT1-II-27A        (5)                $1,434,842.95
Class PT1-II-27B        (6)                $1,434,842.95
Class PT1-II-28A        (5)                $1,361,149.76
Class PT1-II-28B        (6)                $1,361,149.76
Class PT1-II-29A        (5)                $1,291,267.29
Class PT1-II-29B        (6)                $1,291,267.29
Class PT1-II-30A        (5)                $1,224,997.93
Class PT1-II-30B        (6)                $1,224,997.93
Class PT1-II-31A        (5)                $1,162,152.76
Class PT1-II-31B        (6)                $1,162,152.76
Class PT1-II-32A        (5)                $1,102,554.27
Class PT1-II-32B        (6)                $1,102,554.27
Class PT1-II-33A        (5)                $1,046,033.68
Class PT1-II-33B        (6)                $1,046,033.68
Class PT1-II-34A        (5)                  $992,430.00
Class PT1-II-34B        (6)                  $992,430.00
Class PT1-II-35A        (5)               $10,267,816.36
Class PT1-II-35B        (6)               $10,267,816.36
Class PT1-II-36A        (5)                  $380,433.36
Class PT1-II-36B        (6)                  $380,433.36
Class PT1-II-37A        (5)                  $362,893.14
Class PT1-II-37B        (6)                  $362,893.14
Class PT1-II-38A        (5)                  $346,162.34
Class PT1-II-38B        (6)                  $346,162.34
Class PT1-II-39A        (5)                  $330,202.51
Class PT1-II-39B        (6)                  $330,202.51
Class PT1-II-40A        (5)                  $314,979.42
Class PT1-II-40B        (6)                  $314,979.42
Class PT1-II-41A        (5)                  $300,457.93
Class PT1-II-41B        (6)                  $300,457.93
Class PT1-II-42A        (5)                  $286,605.90
Class PT1-II-42B        (6)                  $286,605.90
Class PT1-II-43A        (5)                  $273,392.69
Class PT1-II-43B        (6)                  $273,392.69
Class PT1-II-44A        (5)                  $260,788.88
Class PT1-II-44B        (6)                  $260,788.88
Class PT1-II-45A        (5)                  $248,765.92
Class PT1-II-45B        (6)                  $248,765.92
Class PT1-II-46A        (5)                  $237,297.10
Class PT1-II-46B        (6)                  $237,297.10
Class PT1-II-47A        (5)                  $226,357.47
Class PT1-II-47B        (6)                  $226,357.47
Class PT1-II-48A        (5)                  $215,921.52
Class PT1-II-48B        (6)                  $215,921.52
Class PT1-II-49A        (5)                  $205,966.72
Class PT1-II-49B        (6)                  $205,966.72
Class PT1-II-50A        (5)                  $196,471.13
Class PT1-II-50B        (6)                  $196,471.13
Class PT1-II-51A        (5)                  $187,412.54
Class PT1-II-51B        (6)                  $187,412.54
Class PT1-II-52A        (5)                  $178,772.03
Class PT1-II-52B        (6)                  $178,772.03
Class PT1-II-53A        (5)                  $170,529.77
Class PT1-II-53B        (6)                  $170,529.77
Class PT1-II-54A        (5)                  $162,666.84
Class PT1-II-54B        (6)                  $162,666.84
Class PT1-II-55A        (5)                  $155,166.42
Class PT1-II-55B        (6)                  $155,166.42
Class PT1-II-56A        (5)                  $148,012.00
Class PT1-II-56B        (6)                  $148,012.00
Class PT1-II-57A        (5)                  $141,186.75
Class PT1-II-57B        (6)                  $141,186.75
Class PT1-II-58A        (5)                  $134,676.25
Class PT1-II-58B        (6)                  $134,676.25
Class PT1-II-59A        (5)                  $254,524.36
Class PT1-II-59B        (6)                  $254,524.36
Class PT1-II-60A        (5)                  $115,505.48
Class PT1-II-60B        (6)                  $115,505.48
Class PT1-II-61A        (5)                $2,410,064.91
Class PT1-II-61B        (6)                $2,410,064.91
Class PT1-R             (7)                      $100.00

--------------------

(1)   For any Distribution Date (and the related Interest Accrual Period), this
      Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
      REMIC-1 Loan Group I WAC Rate.

(2)   For any Distribution Date (and the related Interest Accrual Period) this
      Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the product of
      (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan Group I WAC Rate, subject to
      a maximum rate of 9.5050%.

(3)   For any Distribution Date (and the related Interest Accrual Period) this
      Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
      any, of (A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
      Group I WAC Rate over (B) 9.5050%.

(4)   For any Distribution Date (and the related Interest Accrual Period), this
      Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the Pooling-Tier
      REMIC-1 Loan Group II WAC Rate.

(5)   For any Distribution Date (and the related Interest Accrual Period) this
      Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the product of
      (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan Group II WAC Rate, subject to
      a maximum rate of 9.5050%.

(6)   For any Distribution Date (and the related Interest Accrual Period) this
      Pooling-Tier REMIC-1 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-1 Interest Rate") equal to the excess, if
      any, of (A) the product of (i) 2 and (ii) the Pooling-Tier REMIC-1 Loan
      Group II WAC Rate over (B) 9.5050%.

(7)   The Class PT1-R Interest shall not bear interest.

            On each Distribution Date, the Trustee shall first pay from the
Trust Fund and charge as an expense of Pooling-Tier REMIC-1 all expenses of the
Trust for such Distribution Date. Such expense, other than Servicing Fees and
Trustee Fees, shall be allocated in the same manner as Realized Losses.

            On each Distribution Date, the interest distributable in respect of
the Mortgage Loans from the related Loan Group for such Distribution Date shall
be deemed to be distributed to the Pooling-Tier REMIC-1 Regular Interests at the
rates shown above.

            On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group I Mortgage Loans shall be
allocated to the Class R-2 Certificates pursuant to Section 4.02(a)(iii) until
its Class Certificate Balance is reduced to zero, then to the outstanding
Pooling-Tier REMIC-1 Regular Interest relating to Loan Group I with the lowest
numerical denomination (other than the Class PT1-1 Interest) until the
Pooling-Tier REMIC-1 Principal Amount of such interest is reduced to zero,
provided that, with respect to Pooling-Tier REMIC-1 Regular Interests relating
to Loan Group I with the same numerical denomination, such Realized Losses and
payments of principal shall be allocated pro rata between such Pooling-Tier
REMIC-1 Regular Interests, and then to the Class PT1-1 Interest until the
Pooling-Tier REMIC-1 Principal Amount of such interest is reduced to zero.

            On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group II Mortgage Loans shall be
allocated to the outstanding Pooling-Tier REMIC-1 Regular Interest relating to
Loan Group II with the lowest numerical denomination (other than the Class
PT1-II-1 Interest) until the Pooling-Tier REMIC-1 Principal Amount of such
interest is reduced to zero, provided that, with respect to Pooling-Tier REMIC-1
Regular Interests relating to Loan Group II with the same numerical
denomination, such Realized Losses and payments of principal shall be allocated
pro rata between such Pooling-Tier REMIC-1 Regular Interests, and then to the
Class PT1-II-1 Interest until the Pooling-Tier REMIC-1 Principal Amount of such
interest is reduced to zero.

                              Pooling-Tier REMIC-2

            Pooling-Tier REMIC-2 shall issue the following interests in
Pooling-Tier REMIC-2, and each such interest, other than the Class PT2-R
Interest, is hereby designated as a regular interest in Pooling-Tier REMIC-2.
Pooling-Tier REMIC-2 Interests with an "I" in their designation shall relate to
Loan Group I and Pooling Tier REMIC-2 Interests with a "II" in their designation
shall relate to Loan Group II. The Class PT2-R Interest is hereby designated as
the sole class of residual interest in Pooling-Tier REMIC-2 and shall be
represented by the Class R-1 Certificates.

<TABLE>
<CAPTION>
                                                                                                Corresponding
                                                                              Corresponding       Scheduled
                     Pooling-Tier      Pooling-Tier       Corresponding        Pooling-Tier       Crossover
Pooling-Tier            REMIC-2      REMIC-2 Initial       Pooling-Tier          REMIC-1         Distribution
REMIC-2 Interest     Interest Rate   Principal Amount       REMIC-2 IO       Regular Interest        Date
------------------   -------------   ----------------   ------------------   ----------------   --------------
<S>                  <C>             <C>                <C>                  <C>                <C>
Class PT2-I-1             (1)           $15,749,012.61    N/A                  N/A                N/A
Class PT2-I-2A            (2)            $2,207,192.43    Class PT2-I-IO-2     N/A                N/A
Class PT2-I-2B            (3)            $2,207,192.43    N/A                  N/A                N/A
Class PT2-I-3A            (2)            $2,698,261.89    Class PT2-I-IO-3     N/A                N/A
Class PT2-I-3B            (3)            $2,698,261.89    N/A                  N/A                N/A
Class PT2-I-4A            (2)            $3,183,879.26    Class PT2-I-IO-4     N/A                N/A
Class PT2-I-4B            (3)            $3,183,879.26    N/A                  N/A                N/A
Class PT2-I-5A            (2)            $3,659,772.84    Class PT2-I-IO-5     N/A                N/A
Class PT2-I-5B            (3)            $3,659,772.84    N/A                  N/A                N/A
Class PT2-I-6A            (2)            $4,121,158.41    Class PT2-I-IO-6     N/A                N/A
Class PT2-I-6B            (3)            $4,121,158.41    N/A                  N/A                N/A
Class PT2-I-7A            (2)            $4,563,182.85    Class PT2-I-IO-7     N/A                N/A
Class PT2-I-7B            (3)            $4,563,182.85    N/A                  N/A                N/A
Class PT2-I-8A            (2)            $4,980,960.12    Class PT2-I-IO-8     N/A                N/A
Class PT2-I-8B            (3)            $4,980,960.12    N/A                  N/A                N/A
Class PT2-I-9A            (2)            $5,369,665.06    Class PT2-I-IO-9     N/A                N/A
Class PT2-I-9B            (3)            $5,369,665.06    N/A                  N/A                N/A
Class PT2-I-10A           (2)            $5,724,610.47    Class PT2-I-IO-10    N/A                N/A
Class PT2-I-10B           (3)            $5,724,610.47    N/A                  N/A                N/A
Class PT2-I-11A           (2)            $6,041,104.77    Class PT2-I-IO-11    N/A                N/A
Class PT2-I-11B           (3)            $6,041,104.77    N/A                  N/A                N/A
Class PT2-I-12A           (2)            $5,716,458.00    Class PT2-I-IO-12    N/A                N/A
Class PT2-I-12B           (3)            $5,716,458.00    N/A                  N/A                N/A
Class PT2-I-13A           (2)            $5,409,421.14    Class PT2-I-IO-13    N/A                N/A
Class PT2-I-13B           (3)            $5,409,421.14    N/A                  N/A                N/A
Class PT2-I-14A           (2)            $5,118,920.43    Class PT2-I-IO-14    N/A                N/A
Class PT2-I-14B           (3)            $5,118,920.43    N/A                  N/A                N/A
Class PT2-I-15A           (2)            $4,844,063.20    Class PT2-I-IO-15    N/A                N/A
Class PT2-I-15B           (3)            $4,844,063.20    N/A                  N/A                N/A
Class PT2-I-16A           (2)            $4,584,005.08    Class PT2-I-IO-16    N/A                N/A
Class PT2-I-16B           (3)            $4,584,005.08    N/A                  N/A                N/A
Class PT2-I-17A           (2)            $4,337,947.25    Class PT2-I-IO-17    N/A                N/A
Class PT2-I-17B           (3)            $4,337,947.25    N/A                  N/A                N/A
Class PT2-I-18A           (2)            $4,105,104.63    Class PT2-I-IO-18    N/A                N/A
Class PT2-I-18B           (3)            $4,105,104.63    N/A                  N/A                N/A
Class PT2-I-19A           (2)            $3,884,824.56    Class PT2-I-IO-19    N/A                N/A
Class PT2-I-19B           (3)            $3,884,824.56    N/A                  N/A                N/A
Class PT2-I-20A           (2)            $3,676,398.44    Class PT2-I-IO-20    N/A                N/A
Class PT2-I-20B           (3)            $3,676,398.44    N/A                  N/A                N/A
Class PT2-I-21A           (2)            $3,479,186.75    Class PT2-I-IO-21    N/A                N/A
Class PT2-I-21B           (3)            $3,479,186.75    N/A                  N/A                N/A
Class PT2-I-22A           (2)            $3,292,584.35    Class PT2-I-IO-22    N/A                N/A
Class PT2-I-22B           (3)            $3,292,584.35    N/A                  N/A                N/A
Class PT2-I-23A           (2)           $29,350,503.77    Class PT2-I-IO-23    N/A                N/A
Class PT2-I-23B           (3)           $29,350,503.77    N/A                  N/A                N/A
Class PT2-I-24A           (2)            $1,117,445.75    Class PT2-I-IO-24    N/A                N/A
Class PT2-I-24B           (3)            $1,117,445.75    N/A                  N/A                N/A
Class PT2-I-25A           (2)            $1,059,989.51    Class PT2-I-IO-25    N/A                N/A
Class PT2-I-25B           (3)            $1,059,989.51    N/A                  N/A                N/A
Class PT2-I-26A           (2)            $1,005,507.99    Class PT2-I-IO-26    N/A                N/A
Class PT2-I-26B           (3)            $1,005,507.99    N/A                  N/A                N/A
Class PT2-I-27A           (2)              $953,846.05    Class PT2-I-IO-27    N/A                N/A
Class PT2-I-27B           (3)              $953,846.05    N/A                  N/A                N/A
Class PT2-I-28A           (2)              $904,856.74    Class PT2-I-IO-28    N/A                N/A
Class PT2-I-28B           (3)              $904,856.74    N/A                  N/A                N/A
Class PT2-I-29A           (2)              $858,400.71    Class PT2-I-IO-29    N/A                N/A
Class PT2-I-29B           (3)              $858,400.71    N/A                  N/A                N/A
Class PT2-I-30A           (2)              $814,346.57    Class PT2-I-IO-30    N/A                N/A
Class PT2-I-30B           (3)              $814,346.57    N/A                  N/A                N/A
Class PT2-I-31A           (2)              $772,568.74    Class PT2-I-IO-31    N/A                N/A
Class PT2-I-31B           (3)              $772,568.74    N/A                  N/A                N/A
Class PT2-I-32A           (2)              $732,949.23    Class PT2-I-IO-32    N/A                N/A
Class PT2-I-32B           (3)              $732,949.23    N/A                  N/A                N/A
Class PT2-I-33A           (2)              $695,375.82    Class PT2-I-IO-33    N/A                N/A
Class PT2-I-33B           (3)              $695,375.82    N/A                  N/A                N/A
Class PT2-I-34A           (2)              $659,741.50    Class PT2-I-IO-34    N/A                N/A
Class PT2-I-34B           (3)              $659,741.50    N/A                  N/A                N/A
Class PT2-I-35A           (2)            $6,825,775.64    Class PT2-I-IO-35    N/A                N/A
Class PT2-I-35B           (3)            $6,825,775.64    N/A                  N/A                N/A
Class PT2-I-36A           (2)              $252,902.14    Class PT2-I-IO-36    N/A                N/A
Class PT2-I-36B           (3)              $252,902.14    N/A                  N/A                N/A
Class PT2-I-37A           (2)              $241,241.86    Class PT2-I-IO-37    N/A                N/A
Class PT2-I-37B           (3)              $241,241.86    N/A                  N/A                N/A
Class PT2-I-38A           (2)              $230,119.66    Class PT2-I-IO-38    N/A                N/A
Class PT2-I-38B           (3)              $230,119.66    N/A                  N/A                N/A
Class PT2-I-39A           (2)              $219,509.99    Class PT2-I-IO-39    N/A                N/A
Class PT2-I-39B           (3)              $219,509.99    N/A                  N/A                N/A
Class PT2-I-40A           (2)              $209,390.08    Class PT2-I-IO-40    N/A                N/A
Class PT2-I-40B           (3)              $209,390.08    N/A                  N/A                N/A
Class PT2-I-41A           (2)              $199,736.57    Class PT2-I-IO-41    N/A                N/A
Class PT2-I-41B           (3)              $199,736.57    N/A                  N/A                N/A
Class PT2-I-42A           (2)              $190,528.10    Class PT2-I-IO-42    N/A                N/A
Class PT2-I-42B           (3)              $190,528.10    N/A                  N/A                N/A
Class PT2-I-43A           (2)              $181,744.31    Class PT2-I-IO-43    N/A                N/A
Class PT2-I-43B           (3)              $181,744.31    N/A                  N/A                N/A
Class PT2-I-44A           (2)              $173,365.62    Class PT2-I-IO-44    N/A                N/A
Class PT2-I-44B           (3)              $173,365.62    N/A                  N/A                N/A
Class PT2-I-45A           (2)              $165,373.08    Class PT2-I-IO-45    N/A                N/A
Class PT2-I-45B           (3)              $165,373.08    N/A                  N/A                N/A
Class PT2-I-46A           (2)              $157,748.90    Class PT2-I-IO-46    N/A                N/A
Class PT2-I-46B           (3)              $157,748.90    N/A                  N/A                N/A
Class PT2-I-47A           (2)              $150,476.53    Class PT2-I-IO-47    N/A                N/A
Class PT2-I-47B           (3)              $150,476.53    N/A                  N/A                N/A
Class PT2-I-48A           (2)              $143,538.98    Class PT2-I-IO-48    N/A                N/A
Class PT2-I-48B           (3)              $143,538.98    N/A                  N/A                N/A
Class PT2-I-49A           (2)              $136,921.28    Class PT2-I-IO-49    N/A                N/A
Class PT2-I-49B           (3)              $136,921.28    N/A                  N/A                N/A
Class PT2-I-50A           (2)              $130,608.87    Class PT2-I-IO-50    N/A                N/A
Class PT2-I-50B           (3)              $130,608.87    N/A                  N/A                N/A
Class PT2-I-51A           (2)              $124,586.96    Class PT2-I-IO-51    N/A                N/A
Class PT2-I-51B           (3)              $124,586.96    N/A                  N/A                N/A
Class PT2-I-52A           (2)              $118,842.97    Class PT2-I-IO-52    N/A                N/A
Class PT2-I-52B           (3)              $118,842.97    N/A                  N/A                N/A
Class PT2-I-53A           (2)              $113,363.73    Class PT2-I-IO-53    N/A                N/A
Class PT2-I-53B           (3)              $113,363.73    N/A                  N/A                N/A
Class PT2-I-54A           (2)              $108,136.66    Class PT2-I-IO-54    N/A                N/A
Class PT2-I-54B           (3)              $108,136.66    N/A                  N/A                N/A
Class PT2-I-55A           (2)              $103,150.58    Class PT2-I-IO-55    N/A                N/A
Class PT2-I-55B           (3)              $103,150.58    N/A                  N/A                N/A
Class PT2-I-56A           (2)               $98,394.50    Class PT2-I-IO-56    N/A                N/A
Class PT2-I-56B           (3)               $98,394.50    N/A                  N/A                N/A
Class PT2-I-57A           (2)               $93,857.25    Class PT2-I-IO-57    N/A                N/A
Class PT2-I-57B           (3)               $93,857.25    N/A                  N/A                N/A
Class PT2-I-58A           (2)               $89,529.25    Class PT2-I-IO-58    N/A                N/A
Class PT2-I-58B           (3)               $89,529.25    N/A                  N/A                N/A
Class PT2-I-59A           (2)              $169,201.14    Class PT2-I-IO-59    N/A                N/A
Class PT2-I-59B           (3)              $169,201.14    N/A                  N/A                N/A
Class PT2-I-60A           (2)               $76,785.02    Class PT2-I-IO-60    N/A                N/A
Class PT2-I-60B           (3)               $76,785.02    N/A                  N/A                N/A
Class PT2-I-61A           (2)            $1,602,148.09    Class PT2-I-IO-61    N/A                N/A
Class PT2-I-61B           (3)            $1,602,148.09    N/A                  N/A                N/A
Class PT2-II-1            (5)           $23,691,008.64    N/A                  N/A                N/A
Class PT2-II-2A           (6)            $3,320,215.57    Class PT2-II-IO-2    N/A                N/A
Class PT2-II-2B           (7)            $3,320,215.57    N/A                  N/A                N/A
Class PT2-II-3A           (6)            $4,058,917.11    Class PT2-II-IO-3    N/A                N/A
Class PT2-II-3B           (7)            $4,058,917.11    N/A                  N/A                N/A
Class PT2-II-4A           (6)            $4,789,417.24    Class PT2-II-IO-4    N/A                N/A
Class PT2-II-4B           (7)            $4,789,417.24    N/A                  N/A                N/A
Class PT2-II-5A           (6)            $5,505,290.16    Class PT2-II-IO-5    N/A                N/A
Class PT2-II-5B           (7)            $5,505,290.16    N/A                  N/A                N/A
Class PT2-II-6A           (6)            $6,199,339.09    Class PT2-II-IO-6    N/A                N/A
Class PT2-II-6B           (7)            $6,199,339.09    N/A                  N/A                N/A
Class PT2-II-7A           (6)            $6,864,263.65    Class PT2-II-IO-7    N/A                N/A
Class PT2-II-7B           (7)            $6,864,263.65    N/A                  N/A                N/A
Class PT2-II-8A           (6)            $7,492,713.88    Class PT2-II-IO-8    N/A                N/A
Class PT2-II-8B           (7)            $7,492,713.88    N/A                  N/A                N/A
Class PT2-II-9A           (6)            $8,077,431.44    Class PT2-II-IO-9    N/A                N/A
Class PT2-II-9B           (7)            $8,077,431.44    N/A                  N/A                N/A
Class PT2-II-10A          (6)            $8,611,365.53    Class PT2-II-IO-10   N/A                N/A
Class PT2-II-10B          (7)            $8,611,365.53    N/A                  N/A                N/A
Class PT2-II-11A          (6)            $9,087,458.73    Class PT2-II-IO-11   N/A                N/A
Class PT2-II-11B          (7)            $9,087,458.73    N/A                  N/A                N/A
Class PT2-II-12A          (6)            $8,599,102.00    Class PT2-II-IO-12   N/A                N/A
Class PT2-II-12B          (7)            $8,599,102.00    N/A                  N/A                N/A
Class PT2-II-13A          (6)            $8,137,235.36    Class PT2-II-IO-13   N/A                N/A
Class PT2-II-13B          (7)            $8,137,235.36    N/A                  N/A                N/A
Class PT2-II-14A          (6)            $7,700,243.57    Class PT2-II-IO-14   N/A                N/A
Class PT2-II-14B          (7)            $7,700,243.57    N/A                  N/A                N/A
Class PT2-II-15A          (6)            $7,286,783.80    Class PT2-II-IO-15   N/A                N/A
Class PT2-II-15B          (7)            $7,286,783.80    N/A                  N/A                N/A
Class PT2-II-16A          (6)            $6,895,585.92    Class PT2-II-IO-16   N/A                N/A
Class PT2-II-16B          (7)            $6,895,585.92    N/A                  N/A                N/A
Class PT2-II-17A          (6)            $6,525,448.25    Class PT2-II-IO-17   N/A                N/A
Class PT2-II-17B          (7)            $6,525,448.25    N/A                  N/A                N/A
Class PT2-II-18A          (6)            $6,175,189.87    Class PT2-II-IO-18   N/A                N/A
Class PT2-II-18B          (7)            $6,175,189.87    N/A                  N/A                N/A
Class PT2-II-19A          (6)            $5,843,828.94    Class PT2-II-IO-19   N/A                N/A
Class PT2-II-19B          (7)            $5,843,828.94    N/A                  N/A                N/A
Class PT2-II-20A          (6)            $5,530,299.56    Class PT2-II-IO-20   N/A                N/A
Class PT2-II-20B          (7)            $5,530,299.56    N/A                  N/A                N/A
Class PT2-II-21A          (6)            $5,233,639.75    Class PT2-II-IO-21   N/A                N/A
Class PT2-II-21B          (7)            $5,233,639.75    N/A                  N/A                N/A
Class PT2-II-22A          (6)            $4,952,939.15    Class PT2-II-IO-22   N/A                N/A
Class PT2-II-22B          (7)            $4,952,939.15    N/A                  N/A                N/A
Class PT2-II-23A          (6)           $44,151,111.73    Class PT2-II-IO-23   N/A                N/A
Class PT2-II-23B          (7)           $44,151,111.73    N/A                  N/A                N/A
Class PT2-II-24A          (6)            $1,680,941.25    Class PT2-II-IO-24   N/A                N/A
Class PT2-II-24B          (7)            $1,680,941.25    N/A                  N/A                N/A
Class PT2-II-25A          (6)            $1,594,511.49    Class PT2-II-IO-25   N/A                N/A
Class PT2-II-25B          (7)            $1,594,511.49    N/A                  N/A                N/A
Class PT2-II-26A          (6)            $1,512,556.51    Class PT2-II-IO-26   N/A                N/A
Class PT2-II-26B          (7)            $1,512,556.51    N/A                  N/A                N/A
Class PT2-II-27A          (6)            $1,434,842.95    Class PT2-II-IO-27   N/A                N/A
Class PT2-II-27B          (7)            $1,434,842.95    N/A                  N/A                N/A
Class PT2-II-28A          (6)            $1,361,149.76    Class PT2-II-IO-28   N/A                N/A
Class PT2-II-28B          (7)            $1,361,149.76    N/A                  N/A                N/A
Class PT2-II-29A          (6)            $1,291,267.29    Class PT2-II-IO-29   N/A                N/A
Class PT2-II-29B          (7)            $1,291,267.29    N/A                  N/A                N/A
Class PT2-II-30A          (6)            $1,224,997.93    Class PT2-II-IO-30   N/A                N/A
Class PT2-II-30B          (7)            $1,224,997.93    N/A                  N/A                N/A
Class PT2-II-31A          (6)            $1,162,152.76    Class PT2-II-IO-31   N/A                N/A
Class PT2-II-31B          (7)            $1,162,152.76    N/A                  N/A                N/A
Class PT2-II-32A          (6)            $1,102,554.27    Class PT2-II-IO-32   N/A                N/A
Class PT2-II-32B          (7)            $1,102,554.27    N/A                  N/A                N/A
Class PT2-II-33A          (6)            $1,046,033.68    Class PT2-II-IO-33   N/A                N/A
Class PT2-II-33B          (7)            $1,046,033.68    N/A                  N/A                N/A
Class PT2-II-34A          (6)              $992,430.00    Class PT2-II-IO-34   N/A                N/A
Class PT2-II-34B          (7)              $992,430.00    N/A                  N/A                N/A
Class PT2-II-35A          (6)           $10,267,816.36    Class PT2-II-IO-35   N/A                N/A
Class PT2-II-35B          (7)           $10,267,816.36    N/A                  N/A                N/A
Class PT2-II-36A          (6)              $380,433.36    Class PT2-II-IO-36   N/A                N/A
Class PT2-II-36B          (7)              $380,433.36    N/A                  N/A                N/A
Class PT2-II-37A          (6)              $362,893.14    Class PT2-II-IO-37   N/A                N/A
Class PT2-II-37B          (7)              $362,893.14    N/A                  N/A                N/A
Class PT2-II-38A          (6)              $346,162.34    Class PT2-II-IO-38   N/A                N/A
Class PT2-II-38B          (7)              $346,162.34    N/A                  N/A                N/A
Class PT2-II-39A          (6)              $330,202.51    Class PT2-II-IO-39   N/A                N/A
Class PT2-II-39B          (7)              $330,202.51    N/A                  N/A                N/A
Class PT2-II-40A          (6)              $314,979.42    Class PT2-II-IO-40   N/A                N/A
Class PT2-II-40B          (7)              $314,979.42    N/A                  N/A                N/A
Class PT2-II-41A          (6)              $300,457.93    Class PT2-II-IO-41   N/A                N/A
Class PT2-II-41B          (7)              $300,457.93    N/A                  N/A                N/A
Class PT2-II-42A          (6)              $286,605.90    Class PT2-II-IO-42   N/A                N/A
Class PT2-II-42B          (7)              $286,605.90    N/A                  N/A                N/A
Class PT2-II-43A          (6)              $273,392.69    Class PT2-II-IO-43   N/A                N/A
Class PT2-II-43B          (7)              $273,392.69    N/A                  N/A                N/A
Class PT2-II-44A          (6)              $260,788.88    Class PT2-II-IO-44   N/A                N/A
Class PT2-II-44B          (7)              $260,788.88    N/A                  N/A                N/A
Class PT2-II-45A          (6)              $248,765.92    Class PT2-II-IO-45   N/A                N/A
Class PT2-II-45B          (7)              $248,765.92    N/A                  N/A                N/A
Class PT2-II-46A          (6)              $237,297.10    Class PT2-II-IO-46   N/A                N/A
Class PT2-II-46B          (7)              $237,297.10    N/A                  N/A                N/A
Class PT2-II-47A          (6)              $226,357.47    Class PT2-II-IO-47   N/A                N/A
Class PT2-II-47B          (7)              $226,357.47    N/A                  N/A                N/A
Class PT2-II-48A          (6)              $215,921.52    Class PT2-II-IO-48   N/A                N/A
Class PT2-II-48B          (7)              $215,921.52    N/A                  N/A                N/A
Class PT2-II-49A          (6)              $205,966.72    Class PT2-II-IO-49   N/A                N/A
Class PT2-II-49B          (7)              $205,966.72    N/A                  N/A                N/A
Class PT2-II-50A          (6)              $196,471.13    Class PT2-II-IO-50   N/A                N/A
Class PT2-II-50B          (7)              $196,471.13    N/A                  N/A                N/A
Class PT2-II-51A          (6)              $187,412.54    Class PT2-II-IO-51   N/A                N/A
Class PT2-II-51B          (7)              $187,412.54    N/A                  N/A                N/A
Class PT2-II-52A          (6)              $178,772.03    Class PT2-II-IO-52   N/A                N/A
Class PT2-II-52B          (7)              $178,772.03    N/A                  N/A                N/A
Class PT2-II-53A          (6)              $170,529.77    Class PT2-II-IO-53   N/A                N/A
Class PT2-II-53B          (7)              $170,529.77    N/A                  N/A                N/A
Class PT2-II-54A          (6)              $162,666.84    Class PT2-II-IO-54   N/A                N/A
Class PT2-II-54B          (7)              $162,666.84    N/A                  N/A                N/A
Class PT2-II-55A          (6)              $155,166.42    Class PT2-II-IO-55   N/A                N/A
Class PT2-II-55B          (7)              $155,166.42    N/A                  N/A                N/A
Class PT2-II-56A          (6)              $148,012.00    Class PT2-II-IO-56   N/A                N/A
Class PT2-II-56B          (7)              $148,012.00    N/A                  N/A                N/A
Class PT2-II-57A          (6)              $141,186.75    Class PT2-II-IO-57   N/A                N/A
Class PT2-II-57B          (7)              $141,186.75    N/A                  N/A                N/A
Class PT2-II-58A          (6)              $134,676.25    Class PT2-II-IO-58   N/A                N/A
Class PT2-II-58B          (7)              $134,676.25    N/A                  N/A                N/A
Class PT2-II-59A          (6)              $254,524.36    Class PT2-II-IO-59   N/A                N/A
Class PT2-II-59B          (7)              $254,524.36    N/A                  N/A                N/A
Class PT2-II-60A          (6)              $115,505.48    Class PT2-II-IO-60   N/A                N/A
Class PT2-II-60B          (7)              $115,505.48    N/A                  N/A                N/A
Class PT2-II-61A          (6)            $2,410,064.91    Class PT2-II-IO-61   N/A                N/A
Class PT2-II-61B          (7)            $2,410,064.91    N/A                  N/A                N/A
Class PT2-I-IO-2          (4)                       (4)   N/A                  Class PT1-I-2A     December 2005
Class PT2-I-IO-3          (4)                       (4)   N/A                  Class PT1-I-3A     January 2006
Class PT2-I-IO-4          (4)                       (4)   N/A                  Class PT1-I-4A     February 2006
Class PT2-I-IO-5          (4)                       (4)   N/A                  Class PT1-I-5A     March 2006
Class PT2-I-IO-6          (4)                       (4)   N/A                  Class PT1-I-6A     April 2006
Class PT2-I-IO-7          (4)                       (4)   N/A                  Class PT1-I-7A     May 2006
Class PT2-I-IO-8          (4)                       (4)   N/A                  Class PT1-I-8A     June 2006
Class PT2-I-IO-9          (4)                       (4)   N/A                  Class PT1-I-9A     July 2006
Class PT2-I-IO-10         (4)                       (4)   N/A                  Class PT1-I-10A    August 2006
Class PT2-I-IO-11         (4)                       (4)   N/A                  Class PT1-I-11A    September 2006
Class PT2-I-IO-12         (4)                       (4)   N/A                  Class PT1-I-12A    October 2006
Class PT2-I-IO-13         (4)                       (4)   N/A                  Class PT1-I-13A    November 2006
Class PT2-I-IO-14         (4)                       (4)   N/A                  Class PT1-I-14A    December 2006
Class PT2-I-IO-15         (4)                       (4)   N/A                  Class PT1-I-15A    January 2007
Class PT2-I-IO-16         (4)                       (4)   N/A                  Class PT1-I-16A    February 2007
Class PT2-I-IO-17         (4)                       (4)   N/A                  Class PT1-I-17A    March 2007
Class PT2-I-IO-18         (4)                       (4)   N/A                  Class PT1-I-18A    April 2007
Class PT2-I-IO-19         (4)                       (4)   N/A                  Class PT1-I-19A    May 2007
Class PT2-I-IO-20         (4)                       (4)   N/A                  Class PT1-I-20A    June 2007
Class PT2-I-IO-21         (4)                       (4)   N/A                  Class PT1-I-21A    July 2007
Class PT2-I-IO-22         (4)                       (4)   N/A                  Class PT1-I-22A    August 2007
Class PT2-I-IO-23         (4)                       (4)   N/A                  Class PT1-I-23A    September 2007
Class PT2-I-IO-24         (4)                       (4)   N/A                  Class PT1-I-24A    October 2007
Class PT2-I-IO-25         (4)                       (4)   N/A                  Class PT1-I-25A    November 2007
Class PT2-I-IO-26         (4)                       (4)   N/A                  Class PT1-I-26A    December 2007
Class PT2-I-IO-27         (4)                       (4)   N/A                  Class PT1-I-27A    January 2008
Class PT2-I-IO-28         (4)                       (4)   N/A                  Class PT1-I-28A    February 2008
Class PT2-I-IO-29         (4)                       (4)   N/A                  Class PT1-I-29A    March 2008
Class PT2-I-IO-30         (4)                       (4)   N/A                  Class PT1-I-30A    April 2008
Class PT2-I-IO-31         (4)                       (4)   N/A                  Class PT1-I-31A    May 2008
Class PT2-I-IO-32         (4)                       (4)   N/A                  Class PT1-I-32A    June 2008
Class PT2-I-IO-33         (4)                       (4)   N/A                  Class PT1-I-33A    July 2008
Class PT2-I-IO-34         (4)                       (4)   N/A                  Class PT1-I-34A    August 2008
Class PT2-I-IO-35         (4)                       (4)   N/A                  Class PT1-I-35A    September 2008
Class PT2-I-IO-36         (4)                       (4)   N/A                  Class PT1-I-36A    October 2008
Class PT2-I-IO-37         (4)                       (4)   N/A                  Class PT1-I-37A    November 2008
Class PT2-I-IO-38         (4)                       (4)   N/A                  Class PT1-I-38A    December 2008
Class PT2-I-IO-39         (4)                       (4)   N/A                  Class PT1-I-39A    January 2009
Class PT2-I-IO-40         (4)                       (4)   N/A                  Class PT1-I-40A    February 2009
Class PT2-I-IO-41         (4)                       (4)   N/A                  Class PT1-I-41A    March 2009
Class PT2-I-IO-42         (4)                       (4)   N/A                  Class PT1-I-42A    April 2009
Class PT2-I-IO-43         (4)                       (4)   N/A                  Class PT1-I-43A    May 2009
Class PT2-I-IO-44         (4)                       (4)   N/A                  Class PT1-I-44A    June 2009
Class PT2-I-IO-45         (4)                       (4)   N/A                  Class PT1-I-45A    July 2009
Class PT2-I-IO-46         (4)                       (4)   N/A                  Class PT1-I-46A    August 2009
Class PT2-I-IO-47         (4)                       (4)   N/A                  Class PT1-I-47A    September 2009
Class PT2-I-IO-48         (4)                       (4)   N/A                  Class PT1-I-48A    October 2009
Class PT2-I-IO-49         (4)                       (4)   N/A                  Class PT1-I-49A    November 2009
Class PT2-I-IO-50         (4)                       (4)   N/A                  Class PT1-I-50A    December 2009
Class PT2-I-IO-51         (4)                       (4)   N/A                  Class PT1-I-51A    January 2010
Class PT2-I-IO-52         (4)                       (4)   N/A                  Class PT1-I-52A    February 2010
Class PT2-I-IO-53         (4)                       (4)   N/A                  Class PT1-I-53A    March 2010
Class PT2-I-IO-54         (4)                       (4)   N/A                  Class PT1-I-54A    April 2010
Class PT2-I-IO-55         (4)                       (4)   N/A                  Class PT1-I-55A    May 2010
Class PT2-I-IO-56         (4)                       (4)   N/A                  Class PT1-I-56A    June 2010
Class PT2-I-IO-57         (4)                       (4)   N/A                  Class PT1-I-57A    July 2010
Class PT2-I-IO-58         (4)                       (4)   N/A                  Class PT1-I-58A    August 2010
Class PT2-I-IO-59         (4)                       (4)   N/A                  Class PT1-I-59A    September 2010
Class PT2-I-IO-60         (4)                       (4)   N/A                  Class PT1-I-60A    October 2005
Class PT2-I-IO-61         (4)                       (4)   N/A                  Class PT1-I-61A    November 2005
Class PT2-II-IO-2         (4)                       (4)   N/A                  Class PT1-II-2A    December 2005
Class PT2-II-IO-3         (4)                       (4)   N/A                  Class PT1-II-3A    January 2006
Class PT2-II-IO-4         (4)                       (4)   N/A                  Class PT1-II-4A    February 2006
Class PT2-II-IO-5         (4)                       (4)   N/A                  Class PT1-II-5A    March 2006
Class PT2-II-IO-6         (4)                       (4)   N/A                  Class PT1-II-6A    April 2006
Class PT2-II-IO-7         (4)                       (4)   N/A                  Class PT1-II-7A    May 2006
Class PT2-II-IO-8         (4)                       (4)   N/A                  Class PT1-II-8A    June 2006
Class PT2-II-IO-9         (4)                       (4)   N/A                  Class PT1-II-9A    July 2006
Class PT2-II-IO-10        (4)                       (4)   N/A                  Class PT1-II-10A   August 2006
Class PT2-II-IO-11        (4)                       (4)   N/A                  Class PT1-II-11A   September 2006
Class PT2-II-IO-12        (4)                       (4)   N/A                  Class PT1-II-12A   October 2006
Class PT2-II-IO-13        (4)                       (4)   N/A                  Class PT1-II-13A   November 2006
Class PT2-II-IO-14        (4)                       (4)   N/A                  Class PT1-II-14A   December 2006
Class PT2-II-IO-15        (4)                       (4)   N/A                  Class PT1-II-15A   January 2007
Class PT2-II-IO-16        (4)                       (4)   N/A                  Class PT1-II-16A   February 2007
Class PT2-II-IO-17        (4)                       (4)   N/A                  Class PT1-II-17A   March 2007
Class PT2-II-IO-18        (4)                       (4)   N/A                  Class PT1-II-18A   April 2007
Class PT2-II-IO-19        (4)                       (4)   N/A                  Class PT1-II-19A   May 2007
Class PT2-II-IO-20        (4)                       (4)   N/A                  Class PT1-II-20A   June 2007
Class PT2-II-IO-21        (4)                       (4)   N/A                  Class PT1-II-21A   July 2007
Class PT2-II-IO-22        (4)                       (4)   N/A                  Class PT1-II-22A   August 2007
Class PT2-II-IO-23        (4)                       (4)   N/A                  Class PT1-II-23A   September 2007
Class PT2-II-IO-24        (4)                       (4)   N/A                  Class PT1-II-24A   October 2007
Class PT2-II-IO-25        (4)                       (4)   N/A                  Class PT1-II-25A   November 2007
Class PT2-II-IO-26        (4)                       (4)   N/A                  Class PT1-II-26A   December 2007
Class PT2-II-IO-27        (4)                       (4)   N/A                  Class PT1-II-27A   January 2008
Class PT2-II-IO-28        (4)                       (4)   N/A                  Class PT1-II-28A   February 2008
Class PT2-II-IO-29        (4)                       (4)   N/A                  Class PT1-II-29A   March 2008
Class PT2-II-IO-30        (4)                       (4)   N/A                  Class PT1-II-30A   April 2008
Class PT2-II-IO-31        (4)                       (4)   N/A                  Class PT1-II-31A   May 2008
Class PT2-II-IO-32        (4)                       (4)   N/A                  Class PT1-II-32A   June 2008
Class PT2-II-IO-33        (4)                       (4)   N/A                  Class PT1-II-33A   July 2008
Class PT2-II-IO-34        (4)                       (4)   N/A                  Class PT1-II-34A   August 2008
Class PT2-II-IO-35        (4)                       (4)   N/A                  Class PT1-II-35A   September 2008
Class PT2-II-IO-36        (4)                       (4)   N/A                  Class PT1-II-36A   October 2008
Class PT2-II-IO-37        (4)                       (4)   N/A                  Class PT1-II-37A   November 2008
Class PT2-II-IO-38        (4)                       (4)   N/A                  Class PT1-II-38A   December 2008
Class PT2-II-IO-39        (4)                       (4)   N/A                  Class PT1-II-39A   January 2009
Class PT2-II-IO-40        (4)                       (4)   N/A                  Class PT1-II-40A   February 2009
Class PT2-II-IO-41        (4)                       (4)   N/A                  Class PT1-II-41A   March 2009
Class PT2-II-IO-42        (4)                       (4)   N/A                  Class PT1-II-42A   April 2009
Class PT2-II-IO-43        (4)                       (4)   N/A                  Class PT1-II-43A   May 2009
Class PT2-II-IO-44        (4)                       (4)   N/A                  Class PT1-II-44A   June 2009
Class PT2-II-IO-45        (4)                       (4)   N/A                  Class PT1-II-45A   July 2009
Class PT2-II-IO-46        (4)                       (4)   N/A                  Class PT1-II-46A   August 2009
Class PT2-II-IO-47        (4)                       (4)   N/A                  Class PT1-II-47A   September 2009
Class PT2-II-IO-48        (4)                       (4)   N/A                  Class PT1-II-48A   October 2009
Class PT2-II-IO-49        (4)                       (4)   N/A                  Class PT1-II-49A   November 2009
Class PT2-II-IO-50        (4)                       (4)   N/A                  Class PT1-II-50A   December 2009
Class PT2-II-IO-51        (4)                       (4)   N/A                  Class PT1-II-51A   January 2010
Class PT2-II-IO-52        (4)                       (4)   N/A                  Class PT1-II-52A   February 2010
Class PT2-II-IO-53        (4)                       (4)   N/A                  Class PT1-II-53A   March 2010
Class PT2-II-IO-54        (4)                       (4)   N/A                  Class PT1-II-54A   April 2010
Class PT2-II-IO-55        (4)                       (4)   N/A                  Class PT1-II-55A   May 2010
Class PT2-II-IO-56        (4)                       (4)   N/A                  Class PT1-II-56A   June 2010
Class PT2-II-IO-57        (4)                       (4)   N/A                  Class PT1-II-57A   July 2010
Class PT2-II-IO-58        (4)                       (4)   N/A                  Class PT1-II-58A   August 2010
Class PT2-II-IO-59        (4)                       (4)   N/A                  Class PT1-II-59A   September 2010
Class PT2-II-IO-60        (4)                       (4)   N/A                  Class PT1-II-60A   October 2010
Class PT2-II-IO-61        (4)                       (4)   N/A                  Class PT1-II-61A   November 2010
Class PT2-R               (8)                   $50.00    N/A                  N/A                N/A
</TABLE>


-----------------

(1)   For any Distribution Date (and the related Interest Accrual Period), this
      Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
      REMIC-1 Loan Group I WAC Rate.

(2)   For any Distribution Date (and the related Interest Accrual Period), this
      Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
      average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
      REMIC-1 Regular Interests relating to Loan Group I and having an "A" in
      their class designation, provided that, on each Distribution Date on which
      interest is distributable on the Corresponding Pooling-Tier REMIC-2 IO
      Interest, this Pooling-Tier REMIC-2 Regular Interest shall bear interest
      at a per annum rate equal to Swap LIBOR subject to a maximum rate equal to
      the weighted average of the Pooling-Tier REMIC-1 Interest Rates on the
      Pooling-Tier REMIC-1 Regular Interests relating to Loan Group I and having
      an "A" in their class designation.

(3)   For any Distribution Date (and the related Interest Accrual Period), this
      Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
      average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
      REMIC-1 Regular Interests relating to Loan Group I and having a "B" in
      their class designation.

(4)   Each Pooling-Tier REMIC-2 IO is an interest-only interest and does not
      have a principal balance but has a notional balance ("Pooling-Tier REMIC-2
      IO Notional Balance") equal to the Pooling-Tier REMIC-2 Principal Amount
      of the Corresponding Pooling-Tier REMIC-1 Regular Interest. From the
      Closing Date through and including the Corresponding Actual Crossover
      Distribution Date, each Pooling-Tier REMIC-2 IO Interest shall be entitled
      to receive interest that accrues on the Corresponding Pooling-Tier REMIC-1
      Regular Interest at a rate equal to the excess, if any, of (i) the
      Pooling-Tier REMIC-1 Interest Rate for the Corresponding Pooling-Tier
      REMIC-1 Regular Interest over (ii) Swap LIBOR. After the Corresponding
      Actual Crossover Distribution Date, the Pooling-Tier REMIC-2 IO Interest
      shall not accrue interest.

(5)   For any Distribution Date (and the related Interest Accrual Period), this
      Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the Pooling-Tier
      REMIC-1 Loan Group II WAC Rate.

(6)   For any Distribution Date (and the related Interest Accrual Period), this
      Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
      average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
      REMIC-1 Regular Interests relating to Loan Group II and having an "A" in
      their class designation, provided that, on each Distribution Date on which
      interest is distributable on the Corresponding Pooling-Tier REMIC-2 IO
      Interest, this Pooling-Tier REMIC-2 Regular Interest shall bear interest
      at a per annum rate equal to Swap LIBOR subject to a maximum rate equal to
      the weighted average of the Pooling-Tier REMIC-1 Interest Rates on the
      Pooling-Tier REMIC-1 Regular Interests relating to Loan Group II and
      having an "A" in their class designation.

(7)   For any Distribution Date (and the related Interest Accrual Period), this
      Pooling-Tier REMIC-2 Regular Interest shall bear interest at a per annum
      rate (its "Pooling-Tier REMIC-2 Interest Rate") equal to the weighted
      average of the Pooling-Tier REMIC-1 Interest Rates on the Pooling-Tier
      REMIC-1 Regular Interests relating to Loan Group II and having a "B" in
      their class designation.

(8)   The Class PT2-R Interest shall not bear interest.

            On each Distribution Date, the interest distributable in respect of
the Mortgage Loans for such Distribution Date shall be distributed to the
Pooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2 Interest
Rates shown above.

            On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group I Mortgage Loans shall be
allocated to the Class R-1 Certificates in respect of the Class PT2-R Interest
pursuant to Section 4.02(a)(ii) until its Class Certificate Balance is reduced
to zero, then to the outstanding Pooling-Tier REMIC-2 Regular Interests (other
than the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group I with the
lowest numerical denomination (other than the Class PT2-I-1 Interest) until the
Pooling-Tier REMIC-2 Principal Amount of such interest is reduced to zero,
provided that, for Pooling-Tier REMIC-2 Regular Interests relating to Loan Group
I with the same numerical denomination, such Realized Losses and payments of
principal shall be allocated pro rata between such Pooling-Tier REMIC-2 Regular
Interests, and then to the Class PT2-I-1 Interest until the Pooling-Tier REMIC-2
Principal Amount of such interest is reduced to zero.

            On each Distribution Date, Realized Losses, Subsequent Recoveries
and payments of principal in respect of the Group II Mortgage Loans shall be
allocated to the outstanding Pooling-Tier REMIC-2 Regular Interests (other than
the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group II with the lowest
numerical denomination (other than the Class PT2-II-1 Interest) until the
Pooling-Tier REMIC-2 Principal Amount of such interest is reduced to zero,
provided that, for Pooling-Tier REMIC-2 Regular Interests relating to Loan Group
II with the same numerical denomination, such Realized Losses and payments of
principal shall be allocated pro rata between such Pooling-Tier REMIC-2 Regular
Interests, and then to the Class PT2-II-1 Interest until the Pooling-Tier
REMIC-2 Principal Amount of such interest is reduced to zero.

                                Lower-Tier REMIC

            The Lower-Tier REMIC shall issue the following interests, and each
such interest, other than the Class LT-R Interest, is hereby designated as a
regular interest in the Lower-Tier REMIC. The Class LT-R Interest is hereby
designated as the sole class of residual interest in the Lower-Tier REMIC and
shall be represented by the Class R-1 Certificates.

<TABLE>
<CAPTION>
                                                                                              Corresponding
                                                                                               Upper-Tier
Lower-Tier          Lower-Tier                        Initial Lower-Tier                      REMIC Regular
Regular Interest   Interest Rate                       Principal Amount                         Interest
----------------   -------------    ------------------------------------------------------    -------------
<S>                <C>              <C>                                                       <C>
Class LT-A-1            (1)         1/2 initial Class Certificate Balance of Corresponding         A-1
                                    Upper-Tier REMIC Regular Interest
Class LT-A-2A           (1)         1/2 initial Class Certificate Balance of Corresponding        A-2A
                                    Upper-Tier REMIC Regular Interest
Class LT-A-2B           (1)         1/2 initial Class Certificate Balance of Corresponding        A-2B
                                    Upper-Tier REMIC Regular Interest
Class LT-A-2C           (1)         1/2 initial Class Certificate Balance of Corresponding        A-2C
                                    Upper-Tier REMIC Regular Interest
Class LT-A-2D           (1)         1/2 initial Class Certificate Balance of Corresponding        A-2D
                                    Upper-Tier REMIC Regular Interest
Class LT-M-1            (1)         1/2 initial Class Certificate Balance of Corresponding         M-1
                                    Upper-Tier REMIC Regular Interest
Class LT-M-2            (1)         1/2 initial Class Certificate Balance of Corresponding         M-2
                                    Upper-Tier REMIC Regular Interest
Class LT-M-3            (1)         1/2 initial Class Certificate Balance of Corresponding         M-3
                                    Upper-Tier REMIC Regular Interest
Class LT-M-4            (1)         1/2 initial Class Certificate Balance of Corresponding         M-4
                                    Upper-Tier REMIC Regular Interest
Class LT-M-5            (1)         1/2 initial Class Certificate Balance of Corresponding         M-5
                                    Upper-Tier REMIC Regular Interest
Class LT-M-6            (1)         1/2 initial Class Certificate Balance of Corresponding         M-6
                                    Upper-Tier REMIC Regular Interest
Class LT-B-1            (1)         1/2 initial Class Certificate Balance of Corresponding         B-1
                                    Upper-Tier REMIC Regular Interest
Class LT-B-2            (1)         1/2 initial Class Certificate Balance of Corresponding         B-2
                                    Upper-Tier REMIC Regular Interest
Class LT-B-3            (1)         1/2 initial Class Certificate Balance of Corresponding         B-3
                                    Upper-Tier REMIC Regular Interest
Class LT-Accrual        (1)         1/2 Pool Principal Balance plus 1/2 Overcollateralized
                                    Amount, less the Initial Lower-Tier Principal Amounts of
                                    the Class LT-Group I, Class LT-Group II and Class LT-3
                                    Interests, less $150
Class LT-Group I        (2)          0.001% aggregate Stated Principal Balance of Group I          N/A
                                    Mortgage Loans(4)
Class LT-Group II       (3)         0.001% aggregate Stated Principal Balance of Group II          N/A
                                    Mortgage Loans(4)
Class LT-IO             (5)         (5)                                                            N/A
Class LT-3              (6)         $50.00
Class LT-R              (7)         (7)                                                            N/A
</TABLE>


-------------------------
(1)   The interest rate with respect to any Distribution Date for these
      interests is a per annum variable rate equal to the weighted average of
      the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
      Regular Interests (other than the Pooling-Tier REMIC-2 IO Interests).

(2)   The interest rate with respect to any Distribution Date for the Class
      LT-Group I Interest is a per annum variable rate (expressed as a
      percentage rounded to eight decimal places) equal to the weighted average
      of the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
      Regular Interests (other than the Pooling Tier REMIC-2 IO Interests)
      relating to Loan Group I.

(3)   The interest rate with respect to any Distribution Date for the Class
      LT-Group II Interest is a per annum variable rate (expressed as a
      percentage rounded to eight decimal places) equal to the weighted average
      of the Pooling-Tier REMIC-2 Interest Rates of the Pooling-Tier REMIC-2
      Regular Interests (other than the Pooling Tier REMIC-2 IO Interests)
      relating to Loan Group II.

(4)   For all Distribution Dates, the Lower-Tier Principal Amount of these
      Lower-Tier Regular Interests shall be rounded to eight decimal places.

(5)   This Lower-Tier Regular Interest is an interest-only interest and does not
      have a Lower-Tier Principal Amount. On each Distribution Date, this
      Lower-Tier Regular Interest shall be entitled to receive all interest
      distributable on the Pooling-Tier REMIC-2 IO Interests.

(6)   This Lower-Tier Regular Interest shall not be entitled to interest and
      shall have a Lower-Tier Principal Amount at all times equal to the Class
      Certificate Balance of the Class R-3 Certificates.

(7)   The Class LT-R Interest does not have a principal amount or an interest
      rate.

            Each Lower-Tier Regular Interest is hereby designated as a regular
interest in the Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2A, Class
LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class LT-M-2, Class LT-M-3,
Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1, Class LT-B-2 and Class
LT-B-3 Interests are hereby designated the LT-Accretion Directed Classes (the
"LT-Accretion Directed Classes").

            On each Distribution Date, 50% of the increase in the
Overcollateralized Amount shall be payable as a reduction of the Lower-Tier
Principal Amount of the LT-Accretion Directed Classes (each such Class will be
reduced by an amount equal to 50% of any increase in the Overcollateralized
Amount that is attributable to a reduction in the Class Certificate Balance of
its Corresponding Class) and shall be accrued and added to the Lower-Tier
Principal Amount of the Class LT-Accrual Interest. On each Distribution Date,
the increase in the Lower-Tier Principal Amount of the Class LT-Accrual Interest
shall not exceed interest accruals for such Distribution Date for the Class
LT-Accrual Interest. In the event that: (i) 50% of the increase in the
Overcollateralized Amount exceeds (ii) interest accruals on the Class LT-Accrual
Interest for such Distribution Date, the excess for such Distribution Date
(accumulated with all such excesses for all prior Distribution Dates) will be
added to any increase in the Overcollateralized Amount for purposes of
determining the amount of interest accrual on the Class LT-Accrual Interest
payable as principal on the LT-Accretion Directed Classes on the next
Distribution Date pursuant to the first sentence of this paragraph. All payments
of scheduled principal and prepayments of principal generated by the Mortgage
Loans and all Subsequent Recoveries allocable to principal shall be allocated
(i) 50% to the Class LT-Accrual Interest, the Class LT-Group I Interest and
Class LT-Group II Interest (and further allocated among these Lower-Tier Regular
Interests in the manner described below) and (ii) 50% to the LT-Accretion
Directed Classes (such principal payments and Subsequent Recoveries shall be
allocated among such LT-Accretion Directed Classes in an amount equal to 50% of
the principal amounts and Subsequent Recoveries allocated to their respective
Corresponding Classes), until paid in full. Notwithstanding the above, principal
payments allocated to the Class UT-X Interest that result in the reduction in
the Overcollateralized Amount shall be allocated to the Class LT-Accrual
Interest (until paid in full). Realized Losses shall be applied so that after
all distributions have been made on each Distribution Date (i) the Lower-Tier
Principal Amount of each of the LT-Accretion Directed Classes is equal to 50% of
the Class Certificate Balance of their Corresponding Class, and (ii) the Class
LT-Accrual Interest, the Class LT-Group I and the Class LT-Group II Interest
(and further allocated between these Lower-Tier Regular Interests in the manner
described below) is equal to 50% of the aggregate Stated Principal Balance of
the Mortgage Loans plus 50% of the Overcollateralized Amount. Any increase in
the Class Certificate Balance of a Class of LIBOR Certificates as a result of a
Subsequent Recovery shall increase the Lower-Tier Principal Amount of the
Corresponding Lower-Tier Regular Interest by 50% of such increase, and the
remaining 50% of such increase shall increase the Lower-Tier Principal Amount of
the Class LT-Accrual Interest. As among the Class LT-Accrual Interest, the Class
LT-Group I Interest and the Class LT-Group II Interest, all payments of
scheduled principal and prepayments of principal generated by the Mortgage
Loans, all Subsequent Recoveries and all Realized Losses, allocable to such
Lower-Tier Regular Interests shall be allocated (i) to the Class LT-Group I
Interest and the Class LT-Group II Interest, each from the related Loan Group so
that their respective Lower-Tier Principal Amounts (computed to at least eight
decimal places) are equal to 0.001% of the aggregate Stated Principal Balance of
the Mortgage Loans in the related Loan Group and (ii) the remainder to the Class
LT-Accrual Interest.

                                Upper-Tier REMIC

            The Upper-Tier REMIC shall issue the following interests, and each
such interest, other than the Class UT-R Interest, is hereby designated as a
regular interest in the Upper-Tier REMIC. The Class UT-R Interest is hereby
designated as the sole class of residual interests in the Upper-Tier REMIC and
shall be represented by the Class R-1 Certificates.

Upper-Tier        Upper-Tier     Initial Principal   Corresponding Class
REMIC Interest   Interest Rate   Upper-Tier Amount     of Certificates
--------------   -------------   -----------------   -------------------
Class A-1             (1)             $240,920,000    Class A-1
Class A-2A            (1)             $162,968,000    Class A-2A
Class A-2B            (1)              $65,054,000    Class A-2B
Class A-2C            (1)              $62,808,000    Class A-2C
Class A-2D            (1)              $71,578,000    Class A-2D
Class M-1             (1)              $46,612,000    Class M-1
Class M-2             (1)              $15,412,000    Class M-2
Class M-3             (1)              $21,803,000    Class M-3
Class M-4             (1)               $9,398,000    Class M-4
Class M-5             (1)               $9,773,000    Class M-5
Class M-6             (1)               $6,766,000    Class M-6
Class B-1             (1)               $5,263,000    Class B-1
Class B-2             (1)               $4,887,000    Class B-2
Class B-3             (1)               $7,518,000    Class B-3
Class UT-IO           (4)                       (4)   N/A
Class UT-X            (5)                       (5)   N/A
Class UT-3            (6)                      $50    N/A
Class UT-R            (7)                       (7)   Class R-1


-----------------
(1)   For any Distribution Date (and the related Interest Accrual Period), this
      interest shall bear interest at the least of (i) the Pass-Through Rate
      (determined without regard to the Loan Group I Cap or WAC Cap) for the
      Corresponding Class of Certificates, (ii) the Lower-Tier Interest Rate for
      the Class LT-Group I Interest (the "Upper-Tier REMIC Loan Group I Rate")
      and (ii) the Upper-Tier REMIC WAC Rate.

(2)   For any Distribution Date (and the related Interest Accrual Period), this
      interest shall bear interest at the least of (i) the Pass-Through Rate
      (determined without regard to the Loan Group II Cap or WAC Cap) for the
      Corresponding Class of Certificates, (ii) the Lower-Tier Interest Rate for
      the Class LT-Group II Interest (the "Upper-Tier REMIC Loan Group II Rate")
      and (ii) the Upper-Tier REMIC WAC Rate.

(3)   For any Distribution Date (and the related Interest Accrual Period), this
      interest shall bear interest at the lesser of (i) the Pass-Through Rate
      (determined without regard to the applicable WAC Cap) for the
      Corresponding Class of Certificates and (ii) the Upper-Tier REMIC WAC
      Rate.

(4)   This interest is an interest-only interest and does not have a principal
      balance. On each Distribution Date, the Class UT-IO Interest shall be
      entitled to receive all interest distributable on the Class LT-IO
      Interest.

(5)   The Class UT-X Interest has an initial principal balance of $21,050,971
      but will not accrue interest on such balance but will accrue interest on a
      notional principal balance. As of any Distribution Date, the Class UT-X
      Interest shall have a notional principal balance equal to the aggregate of
      the Lower-Tier Principal Amounts of the Lower-Tier Regular Interests
      (other than the Class LT-IO and Class LT-3 Interests) as of the first day
      of the related Interest Accrual Period. With respect to any Interest
      Accrual Period, the Class UT-X Interest shall bear interest at a rate
      equal to the excess, if any, of the Upper-Tier REMIC WAC Rate over the
      product of (i) 2 and (ii) the weighted average of the Lower-Tier Interest
      Rates of the Lower-Tier REMIC Interests (other than the Class LT-IO and
      Class LT-3 Interests), where the Lower-Tier Interest Rate on each of the
      Class LT-Accrual Interest, Class LT-Group I Interest and Class LT-Group II
      Interest is subject to a cap equal to zero and each LT Accretion Directed
      Class is subject to a cap equal to the Upper-Tier Interest Rate on its
      Corresponding Class of Upper-Tier Regular Interest. With respect to any
      Distribution Date, interest that so accrues on the notional principal
      balance of the Class UT-X Interest shall be deferred in an amount equal to
      any increase in the Overcollateralized Amount on such Distribution Date.
      Such deferred interest shall not itself bear interest.

(6)   This Upper-Tier Regular Interest shall not be entitled to interest and
      shall have a principal balance equal to the Class Certificate Balance of
      the Class R-3 Certificates.

(7)   The Class UT-R Interest does not have an interest rate or a principal
      balance.

            On each Distribution Date, interest distributable in respect of the
Lower-Tier Interests for such Distribution Date shall be deemed to be
distributed on the interests in the Upper-Tier REMIC at the rates shown above,
provided that the Class UT-IO Interest shall be entitled to receive interest
before any other interest in the Upper-Tier REMIC.

            On each Distribution Date, all Realized Losses, Subsequent
Recoveries and all payments of principal shall be allocated to the Upper-Tier
Interests until the outstanding principal balance of each such interest equals
the outstanding Class Certificate Balance of the Corresponding Class of
Certificates as of such Distribution Date.

                                  Class X REMIC

            The Class X REMIC shall issue the following classes of interests.
The Class X Interest and the Class IO Interest shall each represent a regular
interest in the Class X REMIC and the Class R-3 Certificates shall represent
sole class of residual interest in the Class X REMIC.

Class X REMIC                                Class X REMIC
Designation              Interest Rate      Principal Amount
----------------------   -------------    --------------------
Class X Interest              (1)                           (1)
Class IO Interest             (2)                           (2)
Class R-3 Certificates        (3)                       $50.00


----------------
(1)   The Class X Interest has an initial principal balance equal to the initial
      principal balance of the Class UT-X Interest and is entitled to 100% of
      the interest and principal on the Class UT-X Interest on each Distribution
      Date.

(2)   This interest is an interest-only interest and does not have a principal
      balance. On each Distribution Date the Class IO Interest shall be entitled
      to receive 100% of the interest distributable on the Class UT-IO Interest.

(3)   The Class R-3 Certificates do not have an interest rate.

                                  Certificates

                     Class Pass-      Class Certificate
Class Designation   Through Rate           Balance
-----------------   -------------    --------------------
Class A-1(19)             (1)                $240,920,000
Class A-2A(19)            (2)                $162,968,000
Class A-2B(19)            (3)                 $65,054,000
Class A-2C(19)            (4)                 $62,808,000
Class A-2D(19)            (5)                 $71,578,000
Class M-1(19)             (6)                 $46,612,000
Class M-2(19)             (7)                 $15,412,000
Class M-3(19)             (8)                 $21,803,000
Class M-4(19)             (9)                  $9,398,000
Class M-5(19)            (10)                  $9,773,000
Class M-6(19)            (11)                  $6,766,000
Class B-1(19)            (12)                  $5,263,000
Class B-2(19)            (13)                  $4,887,000
Class B-3(19)            (14)                  $7,518,000
Class X                  (15)                         (15)
Class R-1                (16)                         $50
Class R-2                (17)                        $100
Class R-3                (18)                         $50


------------------
(1)   The Class A-1 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the least of (1) One-Month LIBOR plus
      the applicable Pass-Through Margin, (2) the Loan Group I Cap and (3) the
      WAC Cap.

(2)   The Class A-2A Certificates will bear interest during each Interest
      Accrual Period at a per annum rate equal to the least of (1) One-Month
      LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group II Cap
      and (3) the WAC Cap.

(3)   The Class A-2B Certificates will bear interest during each Interest
      Accrual Period at a per annum rate equal to the least of (1) One-Month
      LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group II Cap
      and (3) the WAC Cap.

(4)   The Class A-2C Certificates will bear interest during each Interest
      Accrual Period at a per annum rate equal to the least of (1) One-Month
      LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group II Cap
      and (3) the WAC Cap.

(5)   The Class A-2D Certificates will bear interest during each Interest
      Accrual Period at a per annum rate equal to the least of (1) One-Month
      LIBOR plus the applicable Pass-Through Margin, (2) the Loan Group II Cap
      and (3) the WAC Cap.

(6)   The Class M-1 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
      the applicable Pass-Through Margin and (2) the WAC Cap.

(7)   The Class M-2 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
      the applicable Pass-Through Margin and (2) the WAC Cap.

(8)   The Class M-3 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
      the applicable Pass-Through Margin and (2) the WAC Cap.

(9)   The Class M-4 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
      the applicable Pass-Through Margin and (2) the WAC Cap.

(10)  The Class M-5 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
      the applicable Pass-Through Margin and (2) the WAC Cap.

(11)  The Class M-6 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
      the applicable Pass-Through Margin and (2) the WAC Cap.

(12)  The Class B-1 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
      the applicable Pass-Through Margin and (2) the WAC Cap.

(13)  The Class B-2 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
      the applicable Pass-Through Margin and (2) the WAC Cap.

(14)  The Class B-3 Certificates will bear interest during each Interest Accrual
      Period at a per annum rate equal to the lesser of (1) One-Month LIBOR plus
      the applicable Pass-Through Margin and (2) the WAC Cap.

(15)  The Class X Certificates will represent beneficial ownership of (i) the
      Class X Interest, (ii) the Class IO Interest, (iii) the right to receive
      Class IO Shortfalls, (iv) amounts in the Supplemental Interest Trust,
      including the Interest Rate Swap Agreement subject to the obligation to
      pay Net Swap Payments and Upper-Tier Carry Forward Amounts and, without
      duplication, Basis Risk Carry Forward Amounts and (v) amounts in the
      Excess Reserve Fund Account, subject to the obligation to make payments
      from the Excess Reserve Fund Account in respect of Basis Risk Carry
      Forward Amounts. For federal income tax purposes, the Trustee will treat a
      Class X Certificateholder's obligation to make payments of Basis Risk
      Carry Forward Amounts and, without duplication, Upper-Tier Carry Forward
      Amounts to the LIBOR Certificates from the Excess Reserve Fund Account and
      the Supplemental Interest Trust as payments made pursuant to an interest
      rate cap contract written by the Class X Certificateholders in favor of
      each Class of LIBOR Certificates. Such rights of the Class X
      Certificateholders and LIBOR Certificateholders shall be treated as held
      in a portion of the Trust Fund that is treated as a grantor trust under
      subpart E, Part I of subchapter J of the Code.

(16)  The Class R-1 Certificates do not have an interest rate. The Class R-1
      Certificates represent ownership of the Class PT2-R Interest, the Class
      LT-R Lower-Tier Interest and the Class UT-R Interest.

(17)  The Class R-2 Certificates do not have an interest rate. The Class R-2
      Certificates represent the residual interest in Pooling-Tier REMIC-1.

(18)  The Class R-3 Certificates do not have an interest rate. The Class R-3
      Certificates represent the residual interest in the Class X REMIC.

(19)  Each of these Certificates will represent not only the ownership of the
      Corresponding Class of Upper-Tier Regular Interest but also the right to
      receive payments from the Excess Reserve Fund Account and the Supplemental
      Interest Trust. Each of these Certificates will also be subject to the
      obligation to pay Class IO Shortfalls as described in Section 8.13. For
      federal income tax purposes, any amount distributed on the LIBOR
      Certificates on any such Distribution Date in excess of the amount
      distributable on their Corresponding Class of Upper-Tier Regular Interest
      on such Distribution Date shall be treated as having been paid from the
      Excess Reserve Fund Account or the Supplemental Interest Trust, as
      applicable, and any amount distributable on such Corresponding Class of
      Upper-Tier Regular Interest on such Distribution Date in excess of the
      amount distributable on LIBOR Certificates on such Distribution Date shall
      be treated as having been paid to the Supplemental Interest Trust, all
      pursuant to, and as further provided in, Section 8.13. The Trustee will
      treat a LIBOR Certificateholder's right to receive payments from the
      Excess Reserve Fund Account and the Supplemental Interest Trust as
      payments made pursuant to an interest rate cap contract written by the
      Class X Certificateholders.

            The minimum denomination for the LIBOR Certificates will be $25,000,
with integral multiples of $1 in excess thereof except that one Certificate in
each Class may be issued in a different amount. The minimum denomination for (a)
the Class R-1 Certificates will be $50, representing a 100% Percentage Interest
in the related Class, (b) the Class R-2 Certificates will be $100, representing
a 100% Percentage Interest in the related Class, (c) the Class R-3 Certificates
will be $50, representing a 100% Percentage Interest in the related Class, (d)
the Class P Certificates will be a 1% Percentage Interest in such Class, (e) the
Class C Certificates will be a 1% Percentage Interest in such Class, and (f) the
Class X Certificates will be a 1% Percentage Interest in such Class.

            Set forth below are designations of Classes of Certificates to the
categories used herein:

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

Class A Certificates......... Class A-1, Class A-2A, Class A-2B, Class A-2C
                              and Class A-2D Certificates.

Class R Certificates......... The Class R-1, Class R-2 and Class R-3
                              Certificates.

Class B Certificates......... Class B-1, Class B-2 and Class B-3 Certificates.

Class M Certificates......... Class M-1, Class M-2, Class M-3, Class M-4,
                              Class M-5 and Class M-6 Certificates.

ERISA-Restricted

Certificates................. Class R Certificates, Class C Certificates, Class
                              P Certificates and Class X Certificates; and any
                              Certificate with a rating below the lowest
                              applicable permitted rating under the
                              Underwriter's Exemption.

LIBOR Certificates........... The Class A-1, Class A-2A, Class A-2B, Class A-2C,
                              Class A-2D, Class M-1, Class M-2, Class M-3,
                              Class M-4, Class M-5, Class M-6, Class B-1,
                              Class B-2 and Class B-3 Certificates,
                              collectively.

Offered Certificates......... All Classes of Certificates other than the Private
                              Certificates.

Physical Certificates........ Class P Certificates, Class C Certificates and
                              Class X Certificates.

Private Certificates......... Class B Certificates, Class P Certificates and
                              Class X Certificates.

Rating Agencies.............. Standard & Poor's and Moody's.

Regular Certificates......... All Classes of Certificates other than the Class P
                              Certificates, Class C Certificates and Class R
                              Certificates.

Residual Certificates........ Class R Certificates.

Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class M-4, Class
                              M-5, Class M-6, Class B-1, Class B-2 and Class B-3
                              Certificates.


                                   ARTICLE I

                                   DEFINITIONS

            Section 1.01 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

            Accepted Servicing Practices: With respect to any Mortgage Loan, the
servicing and administration of such Mortgage Loan (i) in the same manner in
which, and with the same care, skill, prudence and diligence with which the
Servicer generally services and administers similar mortgage loans with similar
mortgagors (A) for other third parties, giving due consideration to customary
and usual standards of practice of prudent institutional residential mortgage
lenders servicing their own mortgage loans or (B) held in the Servicer's own
portfolio, whichever standard is higher, and (ii) in accordance with applicable
local, state and federal laws, rules and regulations.

            Account: Any of the Collection Account, the Distribution Account,
any Escrow Account or the Excess Reserve Fund Account. Each Account shall be an
Eligible Account.

            Accrued Certificate Interest Distribution Amount: With respect to
any Distribution Date for each Class of LIBOR Certificates, the amount of
interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the related Class Certificate Balance immediately prior to
such Distribution Date, as reduced by such Class's share of Net Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution
Date allocated to such Class pursuant to Section 4.02.

            Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan
purchased pursuant to the Purchase Agreement.

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

            Adjustment Date: As to any Mortgage Loan, the first Due Date on
which the related Mortgage Interest Rate adjusts as set forth in the related
Mortgage Note and each Due Date thereafter on which the Mortgage Interest Rate
adjusts as set forth in the related Mortgage Note.

            Advance: Any P&I Advance or Servicing Advance.

            Advance Facility: A financing or other facility as described in
Section 10.07.

            Advance Reimbursement Amounts: As defined in Section 10.07.

            Advancing Person: The Person to whom the Servicer's rights under
this Agreement to be reimbursed for any P&I Advances or Servicing Advances have
been assigned pursuant to Section 10.07.

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

            Agreement: This Pooling and Servicing Agreement and all amendments
or supplements hereto.

            Applied Realized Loss Amount: With respect to any Distribution Date,
the amount, if any, by which the aggregate Class Certificate Balance of the
LIBOR Certificates after distributions of principal on such Distribution Date
exceeds the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date.

            Appraised Value: (i) In the case of a purchase, the least of the
sale price of the related Mortgaged Property, its appraised value or its review
appraisal value (as determined pursuant to the Underwriting Guidelines) at the
time of sale, or (ii) in the case of a refinancing or modification of a Mortgage
Loan, the appraised value of the related Mortgaged Property at the time of the
refinancing or modification.

            Assignment and Recognition Agreement: The Assignment and Recognition
Agreement, dated as of November 22, 2005, by and between the Responsible Party,
the Purchaser and the Depositor.

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

            Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Trustee (x) the sum of (i) all
scheduled installments of interest (net of the related Expense Fees) and
principal due on the Due Date on such Mortgage Loans in the related Due Period
and received on or prior to the related Determination Date, together with any
P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance
Proceeds and Liquidation Proceeds received during the related Prepayment Period
(in each case, net of unreimbursed expenses incurred in connection with a
liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial
or full prepayments on the Mortgage Loans received during the related Prepayment
Period together with all Compensating Interest paid by the Servicer in
connection therewith (excluding Prepayment Premiums); (iv) all amounts received
with respect to such Distribution Date as the Substitution Adjustment Amount or
the Repurchase Price in respect of a Deleted Mortgage Loan substituted for or a
Mortgage Loan repurchased by the Purchaser or the Responsible Party as of such
Distribution Date; (v) any Net Swap Receipts for such Distribution Date; and
(vi) the proceeds received with respect to the termination of the Trust Fund
pursuant to clause (a) of Section 9.01, reduced by (y) all amounts in
reimbursement for P&I Advances and Servicing Advances previously made with
respect to the Mortgage Loans, and other amounts as to which the Servicer, the
Depositor or the Trustee (or co-trustee) are entitled to be paid or reimbursed
pursuant to this Agreement.

            Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the Principal Remittance Amount for such
Distribution Date over (ii) the Excess Overcollateralized Amount, if any, for
such Distribution Date.

            Basis Risk Carry Forward Amount: With respect to each Class of LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on such
Distribution Date the Pass-Through Rate for any Class of LIBOR Certificates is
based upon a Loan Group Cap or the WAC Cap, the excess, if any, of (i) the
Accrued Certificate Interest Distribution Amount on such Class of LIBOR
Certificates would otherwise be entitled to receive on such Distribution Date
had such Pass-Through Rate not been subject to the Loan Group Cap or the WAC
Cap, over (ii) the Accrued Certificate Interest Distribution Amount on such
Class of Certificates on such Distribution Date taking into account (a) with
respect to the Class A-1 Certificates at the lesser of the WAC Cap and the Loan
Group I Cap, (b) with respect to the Class A-2 Certificates at the lesser of the
WAC Cap and the Loan Group II Cap, and (c) with respect to each other Class of
LIBOR Certificates, the WAC Cap, and (B) the Basis Risk Carry Forward Amount for
such Class of LIBOR Certificates for all previous Distribution Dates not
previously paid, together with interest thereon at a rate equal to the
applicable Pass-Through Rate for such Class of LIBOR Certificates for such
Distribution Date (without giving effect to the WAC Cap, Loan Group I Cap or
Loan Group II Cap, as applicable).

            Basis Risk Payment: For any Distribution Date, an amount equal to
the lesser of (i) the aggregate of the Basis Risk Carry Forward Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior to any
reduction for Basis Risk Payments from the Excess Reserve Fund Account or any
Defaulted Swap Termination Payment).

            Best's: Best's Key Rating Guide, as the same shall be amended from
time to time.

            Book-Entry Certificates: As specified in the Preliminary Statement.

            Business Day: Any day other than (i) Saturday or Sunday, or (ii) a
day on which banking and savings and loan institutions, in (a) the States of New
York, Ohio and California, (b) the State in which the Servicer's servicing
operations are located, or (c) the State in which the Trustee's operations are
located, are authorized or obligated by law or executive order to be closed.

            Certificate: Any one of the Certificates executed by the Trustee in
substantially the forms attached hereto as exhibits.

            Certificate Balance: With respect to any Class of LIBOR Certificates
or Residual Certificates, at any date, the maximum dollar amount of principal to
which the Holder thereof is then entitled hereunder, such amount being equal to
the Denomination thereof minus all distributions of principal previously made
with respect thereto and reduced by the amount of any Applied Realized Loss
Amounts previously allocated to such Class of Certificates pursuant to Section
4.05; provided, however, that immediately following the Distribution Date on
which a Subsequent Recovery is distributed, the Class Certificate Balances of
any Class or Classes of Certificates that have been previously reduced by
Applied Realized Loss Amounts will be increased, in order of seniority, by the
amount of the Subsequent Recovery distributed on such Distribution Date (up to
the amount of Applied Realized Loss Amounts allocated to such Class or Classes).
The Class X, Class P and Class C Certificates have no Certificate Balance.

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

            Certificate Register: The register maintained pursuant to Section
5.02.

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

            Certification: As defined in Section 8.12(b).

            Class: All Certificates bearing the same class designation as set
forth in the Preliminary Statement.

            Class A Certificate Group: Either the Class A-1 Certificate Group or
the Class A-2 Certificate Group, as applicable.

            Class A Certificates: As specified in the Preliminary Statement.

            Class A Principal Allocation Percentage: For any Distribution Date,
the percentage equivalent of a fraction, determined as follows: (A) with respect
to the Class A-1 Certificate Group, a fraction, the numerator of which is the
portion of the Principal Remittance Amount for such Distribution Date that is
attributable to the principal received or advanced on the Group I Mortgage Loans
and the denominator of which is the Principal Remittance Amount for such
Distribution Date; and (B) with respect to the Class A-2 Certificate Group, a
fraction, the numerator of which is the portion of the Principal Remittance
Amount for such Distribution Date that is attributable to the principal received
or advanced on the Group II Mortgage Loans and the denominator of which is the
Principal Remittance Amount for such Distribution Date.

            Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class Certificate Balances of
the Class A Certificates immediately prior to such Distribution Date over (ii)
the lesser of (A) 60.50% of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date over the Overcollateralization Floor.

            Class A-1 Certificate Group: The Class A-1 Certificates.

            Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."

            Class A-2 Certificate Group: The Class A-2 Certificates.

            Class A-2 Certificates: As specified in the Preliminary Statement.

            Class A-2A Certificates: All Certificates bearing the class
designation of "Class A-2A."

            Class A-2B Certificates: All Certificates bearing the class
designation of "Class A-2B."

            Class A-2C Certificates: All Certificates bearing the class
designation of "Class A-2C."

            Class A-2D Certificates: All Certificates bearing the class
designation of "Class A-2D."

            Class B Certificates: As specified in the Preliminary Statement.

            Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."

            Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the Class
M-5 Principal Distribution Amount on such Distribution Date), (G) the Class
Certificate Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date) and (H) the Class Certificate Balance of the Class B-1 Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (A) the
product of (x) 91.10% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date over the Overcollateralization Floor.

            Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."

            Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the Class
M-5 Principal Distribution Amount on such Distribution Date), (G) the Class
Certificate Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (H) the Class Certificate Balance of the Class B-1 Certificates (after
taking into account the distribution of the Class B-1 Principal Distribution
Amount on such Distribution Date) and (I) the Class Certificate Balance of the
Class B-2 Certificates immediately prior to such Distribution Date, over (ii)
the lesser of (A) the product of (x) 92.40% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over the Overcollateralization Floor.

            Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3."

            Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the Class
M-5 Principal Distribution Amount on such Distribution Date), (G) the Class
Certificate Balance of the Class M-6 Certificates (after taking into account the
distribution of the Class M-6 Principal Distribution Amount on such Distribution
Date), (H) the Class Certificate Balance of the Class B-1 Certificates (after
taking into account the distribution of the Class B-1 Principal Distribution
Amount on such Distribution Date), (I) the Class Certificate Balance of the
Class B-2 Certificates (after taking into account the distribution of the Class
B-2 Principal Distribution Amount on such Distribution Date) and (J) the Class
Certificate Balance of the Class B-3 Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (A) the product of (x) 94.40% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date over the
Overcollateralization Floor.

            Class C Certificates: All Certificates bearing the class designation
of "Class C."

            Class Certificate Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date.

            Class IO Interest: As specified in the Preliminary Statement.

            Class IO Shortfalls: As defined in Section 8.13. For the avoidance
of doubt, the Class IO Shortfall for any Distribution Date shall equal the
amount payable to the Class X Certificates in respect of amounts due to the Swap
Provider on such Distribution Date (other than Defaulted Swap Termination
Payments) in excess of the amount payable on the Class X Interest on such
Distribution Date, all as further provided in Section 8.13.

            Class LT-R Interest: The residual interest in the Lower-Tier REMIC
as described in the Preliminary Statement and the related footnote thereto.

            Class M Certificates: As specified in the Preliminary Statement.

            Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."

            Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), and (B) the Class Certificate Balance of the Class M-1 Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (A) the
product of (x) 72.90% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date over the Overcollateralization Floor.

            Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."

            Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date) and (C) the Class Certificate Balance of the
Class M-2 Certificates immediately prior to such Distribution Date, over (ii)
the lesser of (A) the product of (x) 77.00% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over the Overcollateralization Floor.

            Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."

            Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date) and (D) the Class
Certificate Balance of the Class M-3 Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (A) the product of (x) 82.80% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date over the
Overcollateralization Floor.

            Class M-4 Certificates: All Certificates bearing the class
designation of "Class M-4."

            Class M-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date) and (E) the Class Certificate Balance of the Class M-4 Certificates
immediately prior to such Distribution Date, over (ii) the lesser of (A) the
product of (x) 85.30% and (y) the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date over the Overcollateralization Floor.

            Class M-5 Certificates: All Certificates bearing the class
designation of "Class M-5."

            Class M-5 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date) and (F) the Class Certificate Balance of the
Class M-5 Certificates immediately prior to such Distribution Date, over (ii)
the lesser of (A) the product of (x) 87.90% and (y) the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over the Overcollateralization Floor.

            Class M-6 Certificates: All Certificates bearing the class
designation of "Class M-6."

            Class M-6 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after
taking into account the distribution of the Class M-4 Principal Distribution
Amount on such Distribution Date), (F) the Class Certificate Balance of the
Class M-5 Certificates (after taking into account the distribution of the Class
M-5 Principal Distribution Amount on such Distribution Date) and (G) the Class
Certificate Balance of the Class M-6 Certificates immediately prior to such
Distribution Date, over (ii) the lesser of (A) the product of (x) 89.70% and (y)
the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date over the
Overcollateralization Floor.

            Class P Certificates: All Certificates bearing the class designation
of "Class P."

            Class PT1-R Interest: The residual interest in Pooling-Tier REMIC-1
as described in the Preliminary Statement and the related footnote thereto.

            Class PT2-R Interest: The residual interest in Pooling-Tier REMIC-2
as described in the Preliminary Statement and the related footnote thereto.

            Class R Certificates: As defined in the Preliminary Statement.

            Class R-1 Certificates: All Certificates bearing the class
designation of "Class R-1."

            Class R-2 Certificates: All Certificates bearing the class
designation of "Class R-2."

            Class R-3 Certificates: All Certificates bearing the class
designation of "Class R-3."

            Class UT-IO Interest: A regular interest in the Upper-Tier REMIC as
described in the Preliminary Statement and the related footnote thereto.

            Class UT-R Interest: The residual interest in the Upper-Tier REMIC
as described in the Preliminary Statement and the related footnote thereto.

            Class UT-X Interest: A regular interest in the Upper-Tier REMIC as
described in the Preliminary Statement and the related footnote thereto.

            Class X Certificates: All Certificates bearing the class designation
of "Class X."

            Class X Distributable Amount: On any Distribution Date, (i) as a
distribution in respect of interest, the amount of interest that has accrued on
the Class UT-X Interest and not applied as an Extra Principal Distribution
Amount on such Distribution Date, plus any such accrued interest remaining
undistributed from prior Distribution Dates, plus, without duplication, (ii) as
a distribution in respect of principal, any portion of the principal balance of
the Class UT-X Interest which is distributable as an Overcollateralization
Reduction Amount, minus (iii) the sum of (A) any amounts paid from the Excess
Reserve Fund Account to pay Basis Risk Carry Forward Amounts and (B) any Swap
Termination Payment payable to the Swap Provider.

            Class X Interest: The regular interest in the Class X REMIC
represented by the Class X Certificates as specified and described in the
Preliminary Statement and the related footnote thereto.

            Class X REMIC: As defined in the Preliminary Statement.

            Class X REMIC Regular Interest: Each of the Class X Interest and
Class IO Interest issued by the Class X REMIC.

            Class X-R Interest: The residual interest in the Class X REMIC as
described in the Preliminary Statement and the related footnote thereto.

            Closing Date: November 22, 2005.

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

            Collection Accounts: As defined in Section 3.10(a).

            Compensating Interest: For any Distribution Date, the lesser of (a)
the Prepayment Interest Shortfall, if any, for such Distribution Date, with
respect to all Principal Prepayments during the related Prepayment Period, and
(b) the aggregate Servicing Fees payable to the Servicer for such Distribution
Date.

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

            Corporate Trust Office: The designated office of the Trustee in the
State of California at which at any particular time its corporate trust business
with respect to this Agreement is administered, which office at the date of the
execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana,
California 92705-4934, Attn: Trust Administration - FF0511, facsimile no. (714)
247-6478 and which is the address to which notices to and correspondence with
the Trustee should be directed.

            Corresponding Actual Crossover Distribution Date: For each
Pooling-Tier REMIC-2 IO Interest, the related Corresponding Scheduled Crossover
Distribution Date, unless on such date two times the aggregate Pooling-Tier
REMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 IO Interest then
outstanding is less than the scheduled swap notional amount of the Interest Rate
Swap Agreement applicable for such Distribution Date, in which case the
Corresponding Actual Crossover Distribution Date for such Pooling-Tier REMIC-2
IO Interest shall be the first Distribution Date thereafter on which two times
the aggregate Pooling-Tier REMIC-2 IO Notional Balance of each other
Pooling-Tier REMIC-2 IO Interest then outstanding is greater than or equal to
the scheduled swap notional amount of the Interest Rate Swap Agreement.

            Corresponding Class: The Class of interests in one Trust REMIC
created under this Agreement that corresponds to the Class of interests in the
other Trust REMIC or to a Class of Certificates in the manner set out below:

                       Upper-Tier
                      and Class X
Lower-Tier               REMIC             Corresponding
Class Designation   Regular Interest   Class of Certificates
-----------------   ----------------   ---------------------
Class LT-A-1        Class A-1          Class A-1
Class LT-A-2A       Class A-2A         Class A-2A
Class LT-A-2B       Class A-2B         Class A-2B
Class LT-A-2C       Class A-2C         Class A-2C
Class LT-A-2D       Class A-2D         Class A-2D
Class LT-M-1        Class M-1          Class M-1
Class LT-M-2        Class M-2          Class M-2
Class LT-M-3        Class M-3          Class M-3
Class LT-M-4        Class M-4          Class M-4
Class LT-M-5        Class M-5          Class M-5
Class LT-M-6        Class M-6          Class M-6
Class LT-B-1        Class B-1          Class B-1
Class LT-B-2        Class B-2          Class B-2
Class LT-B-3        Class B-3          Class B-3
N/A                 Class X            Class X

            Corresponding Pooling-Tier REMIC-2 IO Interest: As described in the
Preliminary Statement.

            Corresponding Scheduled Crossover Distribution Date: The
Distribution Date in the month and year specified in the Preliminary Statement
corresponding to a Pooling-Tier REMIC-2 IO Interest.

            Cumulative Realized Loss Percentage: As set forth in the definition
of Trigger Event.

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

            Cut-off Date: November 1, 2005.

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

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

            Data Tape Information: The information provided by the Responsible
Party or the Servicer as of the Cut-off Date to the Depositor setting forth the
following information with respect to each Mortgage Loan: (1) the applicable
Responsible Party's Mortgage Loan identifying number; (2) the Mortgagor's name;
(3) the street address of the Mortgaged Property including the city, state and
zip code; (4) a code indicating whether the Mortgaged Property is
owner-occupied, a second home or investment property; (5) the number and type of
residential units constituting the Mortgaged Property (i.e., a single family
residence, a 2-4 family residence, a unit in a condominium project or a unit in
a planned unit development or a manufactured housing unit); (6) the original
months to maturity or the remaining months to maturity from the Cut-off Date, in
any case based on the original amortization schedule and, if different, the
maturity expressed in the same manner but based on the actual amortization
schedule; (7) the Loan-to-Value Ratio at origination; (8) the Mortgage Interest
Rate as of the Cut-off Date; (9) the date on which the Scheduled Payment was due
on the Mortgage Loan and, if such date is not consistent with the Due Date
currently in effect, such Due Date; (10) the stated maturity date; (11) the
amount of the Scheduled Payment as of the Cut-off Date; (12) the last payment
date on which a Scheduled Payment was actually applied to pay interest and the
outstanding principal balance; (13) the original principal amount of the
Mortgage Loan; (14) the principal balance of the Mortgage Loan as of the close
of business on the Cut-off Date, after deduction of payments of principal due
and collected on or before the Cut-off Date; (15) with respect to Adjustable
Rate Mortgage Loans, the Adjustment Date; (16) with respect to Adjustable Rate
Mortgage Loans, the Gross Margin; (17) with respect to Adjustable Rate Mortgage
Loans, the Lifetime Rate Cap under the terms of the Mortgage Note; (18) with
respect to Adjustable Rate Mortgage Loans, a code indicating the type of Index;
(19) with respect to Adjustable Rate Mortgage Loans, the Periodic Mortgage
Interest Rate Cap under the terms of the Mortgage Note; (20) with respect to
Adjustable Rate Mortgage Loans, the Periodic Mortgage Interest Rate Floor under
the terms of the Mortgage Note; (21) the type of Mortgage Loan (i.e., fixed rate
and adjustable rate); (22) a code indicating the purpose of the loan (i.e.,
purchase, rate and term refinance, equity take-out refinance); (23) a code
indicating the documentation style (i.e., full documentation, limited
documentation or stated income); (24) the loan credit classification (as
described in the Underwriting Guidelines); (25) whether such Mortgage Loan
provides for a Prepayment Premium; (26) the Prepayment Premium period of such
Mortgage Loan, if applicable; (27) a description of the Prepayment Premium, if
applicable; (28) the Mortgage Interest Rate as of origination; (29) the credit
risk score (FICO score) at origination; (30) the date of origination; (31) the
Mortgage Interest Rate adjustment period; (32) the Mortgage Interest Rate floor;
(33) a code indicating whether the Mortgage Loan has been modified; (34) the
payment history; (35) the Due Date for the first Scheduled Payment; (36) the
original Scheduled Payment due; (37) with respect to the related Mortgagor, the
debt-to-income ratio; (38) the Appraised Value of the Mortgaged Property; (39)
the sales price of the Mortgaged Property if the Mortgage Loan was originated in
connection with the purchase of the Mortgaged Property; (40) the Mortgage
Interest Rate calculation method (i.e., 30/360, simple interest, other); (41) a
code indicating whether the Mortgage Loan is a Section 32 Mortgage Loan; (42) a
code indicating whether the Mortgage Loan is assumable; (43) the date of the
purchase of the Mortgage Loan; (44) whether the Mortgage Loan is covered by PMI
policy and name of insurer; (45) with respect to each MERS Designated Mortgage
Loan, the MERS identification number; (46) a code indicating if the Mortgage
Loan is an Interest Only Mortgage Loan; and (47) a code indicating if a Mortgage
Loan is or has had a 30 Day Delinquency. With respect to the Mortgage Loans in
the aggregate: (1) the number of Mortgage Loans; (2) the current aggregate
outstanding principal balance of the Mortgage Loans; (3) the weighted average
Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average
maturity of the Mortgage Loans.

            Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which
became final and non-appealable, except for such a reduction resulting from a
Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.

            Defaulted Swap Termination Payment: Any Swap Termination Payment
required to be paid by the Trust to the Swap Provider pursuant to the Interest
Rate Swap Agreement as a result of an Event of Default (as defined in the
Interest Rate Swap Agreement) with respect to which the Swap Provider is the
defaulting party or a Termination Event (as defined in the Interest Rate Swap
Agreement) (other than Illegality or a Tax Event that is not a Tax Event Upon
Merger (each as defined in the Interest Rate Swap Agreement )) with respect to
which the Swap Provider is the sole Affected Party (as defined in the Interest
Rate Swap Agreement).

            Deficient Valuation: With respect to any Mortgage Loan, a valuation
of the related Mortgaged Property by a court of competent jurisdiction in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the United States
Bankruptcy Code.

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

            Deleted Mortgage Loan: Any Mortgage Loan permitted to be removed
from the Trust Fund under the circumstances set forth in the Assignment
Agreement.

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

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

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

            Depository Institution: Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated P-1 by Moody's, F1+ by Fitch and A-1 by Standard & Poor's (in each
case, to the extent they are designated as Rating Agencies in the Preliminary
Statement).

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

            Determination Date: With respect to each Distribution Date, the 18th
day of the calendar month in which such Distribution Date occurs or, if such day
is not a Business Day, the immediately preceding Business Day.

            Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.27(b) in the name of the Trustee
for the benefit of the Certificateholders and designated "Deutsche Bank National
Trust Company in trust for registered Holders of FFMLT Trust 2005-FF11 Mortgage
Pass-Through Certificates, Series 2005-FF11." Funds in the Distribution Account
shall be held in trust for the Certificateholders for the uses and purposes set
forth in this Agreement and may be invested in Permitted Investments.

            Distribution Date: The 25th day of each calendar month after the
initial issuance of the Certificates or, if such day is not a Business Day, the
next succeeding Business Day, commencing in December 2005.

            Document Certification and Exception Report: The report attached to
Exhibit G hereto.

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

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

            Eligible Account: Either (i) an account maintained with a federal or
state-chartered depository institution or trust company that complies with the
definition of Eligible Institution, (ii) an account maintained with the
corporate trust department of a federal depository institution or
state-chartered depository institution subject to regulations regarding
fiduciary funds on deposit similar to Title 12 of the U.S. Code of Federal
Regulation Section 9.10(b), which, in either case, has corporate trust powers
and is acting in its fiduciary capacity or (iii) any other account acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the Trustee.

            Eligible Institution: A federal or state-chartered depository
institution or trust company the commercial paper, short-term debt obligations,
or other short-term deposits of which are rated at least "A-1+" by Standard &
Poor's if the amounts on deposit are to be held in the account for no more than
365 days (or at least "A-2" by Standard & Poor's if the amounts on deposit are
to be held in the account for no more than 30 days), or the long-term unsecured
debt obligations of which are rated at least "AA-" by Standard & Poor's if the
amounts on deposit are to be held in the account for no more than 365 days, and
the commercial paper, short-term debt obligations, or other short-term deposits
of which are rated at least "P-1" by Moody's and "F1+" by Fitch (or a comparable
rating if another Rating Agency is specified by the Depositor by written notice
to the Servicer and the Trustee) (in each case to the extent they are designated
as Rating Agencies in the Preliminary Statement).

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

            ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of Prohibited
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002) (or any
successor thereto), or any substantially similar administrative exemption
granted by the U.S. Department of Labor.

            ERISA-Restricted Certificate: As specified in the Preliminary
Statement.

            Escrow Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.09(b).

            Escrow Payments: As defined in Section 3.09(b) of this Agreement.

            Event of Default: As defined in Section 7.01.

            Excess Overcollateralized Amount: With respect to any Distribution
Date, the excess, if any, of (a) the Overcollateralized Amount on such
Distribution Date over (b) the Specified Overcollateralized Amount for such
Distribution Date.

            Excess Reserve Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Sections 3.27(a) in the name of the
Trustee for the benefit of the Regular Certificateholders and designated
"Deutsche Bank National Trust Company in trust for registered Holders of FFMLT
Trust 2005-FF11, Mortgage Pass-Through Certificates, Series 2005-FF11." Funds in
the Excess Reserve Fund Account shall be held in trust for the Regular
Certificateholders for the uses and purposes set forth in this Agreement.
Amounts on deposit in the Excess Reserve Fund Account shall not be invested.

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

            Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal
to the sum of the Servicing Fee Rate and the Trustee Fee Rate.

            Expense Fees: As to each Mortgage Loan, the sum of the Servicing Fee
and the Trustee Fee.

            Extra Principal Distribution Amount: As of any Distribution Date,
the lesser of (x) the related Total Monthly Excess Spread for such Distribution
Date and (y) the related Overcollateralization Deficiency for such Distribution
Date.

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

            Fannie Mae Guides: The Fannie Mae Seller's Guide and the Fannie Mae
Servicer's Guide and all amendments or additions thereto.

            FDIC: The Federal Deposit Insurance Corporation, and its successors
in interest.

            Final Recovery Determination: With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Depositor, the Responsible Party or the Purchaser, as contemplated by
this Agreement), a determination made by the Servicer that all Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or
recoveries which the Servicer, in its reasonable good faith judgment, expects to
be finally recoverable in respect thereof have been so recovered. The Servicer
shall maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.

            Final Scheduled Distribution Date: The Final Scheduled Distribution
Date for each Class of Certificates is the Distribution Date occurring in
November 2035.

            Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan.

            Forbearance: As defined in Section 3.07(a).

            Freddie Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, and its successors in interest.

            Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note to be added
to the applicable Index to determine the Mortgage Interest Rate.

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

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

            High Cost Mortgage Loan: A Mortgage Loan that is (a) covered by the
Home Ownership and Equity Protection Act of 1994, (b) identified, classified or
characterized as "high cost," "threshold," "covered," or "predatory" under any
other applicable state, federal or local law (or a similarly identified,
classified or characterized loan using different terminology under an applicable
law imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and/or fees) or
(c) categorized as "High Cost" or "Covered" pursuant to Appendix E of the
Standard & Poor's Glossary.

            Home Loan: A Mortgage Loan categorized as "Home Loan" pursuant to
Appendix E of Standard & Poor's Glossary.

            Index: As to each Adjustable Rate Mortgage Loan, the index from time
to time in effect for the adjustment of the Mortgage Interest Rate set forth as
such on the related Mortgage Note.

            Initial Certification: The Initial Certification submitted by the
Trustee, substantially in the form of Exhibit F.

            Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and endorsements thereto
in effect, including any replacement policy or policies for any Insurance
Policies.

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

            Interest Accrual Period: With respect to each Class of LIBOR
Certificates and each Corresponding Class of Lower-Tier Regular Interests and
each Corresponding Class of Upper-Tier Regular Interests for any Distribution
Date, the period commencing on the immediately preceding Distribution Date (or,
for the initial Distribution Date, the Closing Date) and ending on the day
immediately preceding the current Distribution Date. For purposes of computing
interest accruals on each Class of LIBOR Certificates, each Corresponding Class
of Lower-Tier Regular Interest and each Corresponding Class of Upper-Tier
Regular Interest, each Interest Accrual Period has the actual number of days in
such period and each year is assumed to have 360 days.

            Interest Only Mortgage Loan: A Mortgage Loan for which the related
Mortgage Note provides for Scheduled Payments of interest only for a period of
time as specified in the related Mortgage Note.

            Interest Rate Swap Agreement: The interest rate swap agreement,
dated as of November 22, 2005, between Goldman Sachs Capital Markets, L.P. and
Goldman Sachs Mortgage Company or any other swap agreement (including any
related schedules) entered into by the Trustee on behalf of the Trust pursuant
to Section 2.01(d).

            Interest Remittance Amount: With respect to any Distribution Date
and the Mortgage Loans in a Loan Group, that portion of Available Funds
allocated to interest relating to the Mortgage Loans in such Loan Group and any
Net Swap Receipts attributable to such Loan Group for such Distribution Date,
net of any Net Swap Payments made from such Loan Group with respect to such
Distribution Date. For purposes of this Agreement, any Net Swap Payments or Net
Swap Receipts shall be allocated by the Trustee between Loan Groups based on the
respective aggregate Stated Principal Balance of the Mortgage Loans in each Loan
Group.

            Investment Account: As defined in Section 3.12(a).

            Investor: With respect to each MERS Designated Mortgage Loan, the
Person named on the MERS System as the investor pursuant to the MERS Procedures
Manual.

            Investor-Based Exemption: Any of Prohibited Transaction Class
Exemption ("PTCE") 84-14 (for transactions by independent "qualified
professional asset managers"), PTCE 91-38 (for transactions by bank collective
investment funds), PTCE 90-1 (for transactions by insurance company pooled
separate accounts), PTCE 95-60 (for transactions by insurance company general
accounts) or PTCE 96-23 (for transactions effected by "in-house asset
managers"), or any comparable exemption available under Similar Law.

            Late Collections: With respect to any Mortgage Loan and any Due
Period, all amounts received after the Remittance Date immediately following
such Due Period, whether as late payments of Scheduled Payments or as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal and/or interest due (without
regard to any acceleration of payments under the related Mortgage and Mortgage
Note) but delinquent for such Due Period and not previously recovered.

            LIBOR: With respect to any Interest Accrual Period for the LIBOR
Certificates, the rate determined by the Trustee on the related LIBOR
Determination Date on the basis of the offered rate for one-month U.S. dollar
deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London
time) on such date; provided, that if such rate does not appear on Telerate Page
3750, the rate for such date will be determined on the basis of the rates at
which one-month U.S. dollar deposits are offered by the Reference Banks at
approximately 11:00 a.m. (London time) on such date to prime banks in the London
interbank market. In such event, the Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that date will be the
arithmetic mean of the quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16%). If fewer than two quotations are provided as
requested, the rate for that date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Trustee (after
consultation with the Depositor), at approximately 11:00 a.m. (New York City
time) on such date for one-month U.S. dollar deposits of leading European banks.

            LIBOR Certificates: As specified in the Preliminary Statement.

            LIBOR Determination Date: With respect to any Interest Accrual
Period for the LIBOR Certificates, the second London Business Day preceding the
commencement of such Interest Accrual Period.

            Lifetime Rate Cap: The provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage
Interest Rate thereunder. The Mortgage Interest Rate during the terms of each
Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage Interest
Rate at the time of origination of such Adjustable Rate Mortgage Loan by more
than the amount per annum set forth on the Mortgage Loan Schedule.

            Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated or
charged-off in the calendar month preceding the month of such Distribution Date
and as to which the Servicer has certified (in accordance with this Agreement)
that it has made a Final Recovery Determination.

            Liquidation Event: With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from coverage under this Agreement by reason of its being purchased,
sold or replaced pursuant to or as contemplated by this Agreement. With respect
to any REO Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO Property is
removed from coverage under this Agreement by reason of its being purchased
pursuant to this Agreement.

            Liquidation Proceeds: The amounts, other than Insurance Proceeds,
Condemnation Proceeds or those received following the acquisition of REO
Property, received in connection with the liquidation of a defaulted Mortgage
Loan, whether through a trustee's sale, foreclosure sale or otherwise, including
any Subsequent Recoveries.

            Loan Group: The Group I Mortgage Loans or the Group II Mortgage
Loans, as applicable.

            Loan Group Cap: The Loan Group I Cap or the Loan Group II Cap, as
applicable.

            Loan Group I Cap: With respect to the Group I Mortgage Loans as of
any Distribution Date, a per annum rate equal to the product of (i) 30 divided
by the actual number of days in the applicable Interest Accrual Period and (ii)
the sum of (A) the weighted average of the Mortgage Interest Rates for each
Group I Mortgage Loan (in each case, less the applicable Expense Fee Rate) then
in effect on the beginning of the related Due Period and (B) Net Swap Receipts,
if any, less Net Swap Payments if any, for that Distribution Date divided by the
Stated Principal Balance of the Mortgage Loans at the beginning of the related
Due Period, multiplied by 12.

            Loan Group II Cap: With respect to the Group II Mortgage Loans as of
any Distribution Date, a per annum rate equal to the product of (i) 30 divided
by the actual number of days in the applicable Interest Accrual Period and (ii)
the sum of (A) the weighted average of the Mortgage Interest Rates for each
Group II Mortgage Loan (in each case, less the applicable Expense Fee Rate) then
in effect on the beginning of the related Due Period and (B) Net Swap Receipts,
if any, less Net Swap Payments if any, for that Distribution Date divided by the
Stated Principal Balance of the Mortgage Loans at the beginning of the related
Due Period, multiplied by 12.

            Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, at
any time, the ratio (expressed as a percentage) of the principal balance of the
Mortgage Loan as of the date of determination, to the Appraisal Value of the
related Mortgaged Property.

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

            Lower-Tier Interest Rate: As described in the Preliminary Statement.

            Lower-Tier Principal Amount: As described in the Preliminary
Statement.

            Lower-Tier Regular Interest: Each of the Class LT-A-1, Class
LT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, Class
LT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-B-1,
Class LT-B-2, Class LT-B-3, Class LT-IO, Class LT-3, Class LT-Group I, Class
LT-Group II, and Class LT-Accrual Interests as described in the Preliminary
Statement.

            Lower-Tier REMIC: As described in the Preliminary Statement.

            Majority Class C Certificateholder: The Holder or Holders of a
majority of the Percentage Interests in the Class C Certificates.

            Market Value Change Report: A report setting forth changes in
property value of the Mortgaged Properties in a format agreed upon by the
Servicer and the Depositor.

            MERS: As defined in Section 2.01(b).

            MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
applicable Original Loan Seller has designated or will designate MERS as, and
has taken or will take such action as is necessary to cause MERS to be, the
mortgagee of record, as nominee for the applicable Original Loan Seller, in
accordance with the MERS Procedures Manual and (b) the applicable Original Loan
Seller has designated or will designate the Trust as the Investor on the MERS(R)
System.

            MERS Procedures Manual: The MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time.

            MERS(R) System: MERS mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.

            Monthly Statement: The statement made available to the
Certificateholders pursuant to Section 4.03.

            Moody's: Moody's Investors Service, Inc., and its successors in
interest. If Moody's is designated as a Rating Agency in the Preliminary
Statement, for purposes of Section 10.05(b) the address for notices to Moody's
shall be Moody's Investors Service, Inc., 99 Church Street, New York, New York
10007, Attention: Residential Mortgage Pass-Through Group, or such other address
as Moody's may hereafter furnish to the Depositor, the Servicer and the Trustee.

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

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

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

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

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

            Mortgage Loan Schedule: A schedule of Mortgage Loans delivered to
the Trustee on the Closing Date and referred to on Schedule I, such schedule
setting forth the following information with respect to each Mortgage Loan as of
the Cut-off Date: (1) the applicable Responsible Party Mortgage Loan identifying
number; (2) the Mortgagor's name; (3) the street address of the Mortgaged
Property including the city, state and zip code; (4) a code indicating whether
the Mortgaged Property is owner-occupied, a second home or investment property;
(5) the number and type of residential units constituting the Mortgaged Property
(i.e., a single family residence, a 2-4 family residence, a unit in a
condominium project or a unit in a planned unit development or a manufactured
housing unit); (6) the original months to maturity or the remaining months to
maturity from the Cut-off Date, in any case based on the original amortization
schedule and, if different, the maturity expressed in the same manner but based
on the actual amortization schedule; (7) the Loan-to-Value Ratio at origination;
(8) the Mortgage Interest Rate as of the Cut-off Date; (9) the date on which the
Scheduled Payment was due on the Mortgage Loan and, if such date is not
consistent with the Due Date currently in effect, such Due Date; (10) the stated
maturity date; (11) the amount of the Scheduled Payment as of the Cut-off Date;
(12) the last payment date on which a Scheduled Payment was actually applied to
pay interest and the outstanding principal balance; (13) the original principal
amount of the Mortgage Loan; (14) the principal balance of the Mortgage Loan as
of the close of business on the Cut-off Date, after deduction of payments of
principal due and collected on or before the Cut-off Date; (15) with respect to
Adjustable Rate Mortgage Loans, the Adjustment Date; (16) with respect to
Adjustable Rate Mortgage Loans, the Gross Margin; (17) with respect to
Adjustable Rate Mortgage Loans, the Lifetime Rate Cap under the terms of the
Mortgage Note; (18) with respect to Adjustable Rate Mortgage Loans, a code
indicating the type of Index; (19) with respect to Adjustable Rate Mortgage
Loans, the Periodic Mortgage Interest Rate Cap under the terms of the Mortgage
Note; (20) with respect to Adjustable Rate Mortgage Loans, the Periodic Mortgage
Interest Rate Floor under the terms of the Mortgage Note; (21) the type of
Mortgage Loan (i.e., fixed rate or adjustable rate); (22) a code indicating the
purpose of the loan (i.e., purchase, rate and term refinance, equity take-out
refinance); (23) a code indicating the documentation style (i.e., full
documentation, limited documentation or stated income); (24) the loan credit
classification (as described in the Underwriting Guidelines); (25) whether such
Mortgage Loan provides for a Prepayment Premium; (26) the Prepayment Premium
period of such Mortgage Loan, if applicable; (27) a description of the
Prepayment Premium, if applicable; (28) the Mortgage Interest Rate as of
origination; (29) the credit risk score (FICO score) at origination; (30) the
date of origination; (31) the date of the purchase of the Mortgage Loan, if
applicable; (32) the Mortgage Interest Rate adjustment period; (33) the Mortgage
Interest Rate floor; (34) a code indicating whether the Mortgage Loan has been
modified; (35) the payment history; (36) the Due Date for the first Scheduled
Payment; (37) the original Scheduled Payment due; (38) with respect to the
related Mortgagor, the debt-to-income ratio; (39) the Appraised Value of the
Mortgaged Property; (40) the sales price of the Mortgaged Property if the
Mortgage Loan was originated in connection with the purchase of the Mortgaged
Property; (41) the Mortgage Interest Rate calculation method (i.e., 30/360,
simple interest, other); (42) a code indicating whether the Mortgage Loan is a
Section 32 Mortgage Loan; (43) a code indicating whether the Mortgage Loan is
assumable; (44) whether the Mortgage Loan is covered by PMI policy and name of
insurer; (45) with respect to each MERS Designated Mortgage Loan, the MERS
identification number; (46) a code indicating whether the Mortgage Loan is a
Group I Mortgage Loan or a Group II Mortgage Loan; (47) a code indicating if a
Mortgage Loan is or has had a 30 Day Delinquency; (48) with respect to each MERS
Designated Mortgage Loan, the MERS identification number; (49) a code indicating
if the Mortgage Loan is an Interest Only Mortgage Loan; (50) a code indicating
whether such Mortgage Loan is a Home Loan; and (51) the Original Purchase Date.
With respect to the Mortgage Loans in the aggregate: (1) the number of Mortgage
Loans; (2) the current aggregate outstanding principal balance of the Mortgage
Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans;
and (4) the weighted average maturity of the Mortgage Loans.

            Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan, including all riders thereto.

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

            Mortgagor: The obligor(s) on a Mortgage Note.

            NCHLS: National City Home Loan Services, Inc., a Delaware
corporation, and its successors in interest.

            NCHLS Serviced Mortgage Loan: Each Mortgage Loan with respect to
which NCHLS is listed as Servicer on the Mortgage Loan Schedule.

            Net Monthly Excess Cash Flow: For any Distribution Date the amount
remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving
effect to distributions pursuant to such subsection).

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

            Net Swap Payment: With respect to any Distribution Date, any net
payment (other than a Swap Termination Payment) made by the Trust to the Swap
Provider on the related Fixed Rate Payer Payment Date (as defined in the
Interest Rate Swap Agreement).

            Net Swap Receipt: With respect to any Distribution Date, any net
payment (other than a Swap Termination Payment) made by the Swap Provider to the
Trust on the related Floating Rate Payer Payment Date (as defined in the
Interest Rate Swap Agreement).

            NIM Issuer: The entity established as the issuer of the NIM
Securities.

            NIM Securities: Any debt securities secured or otherwise backed by
some or all of the Class X and Class P Certificates that are rated by one or
more Rating Agencies.

            NIM Trustee: The trustee for the NIM Securities.

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

            Non-Permitted Transferee: As defined in Section 8.11(e).

            Nonrecoverable P&I Advance: Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Servicer, will not or, in the case of a
proposed P&I Advance, would not be ultimately recoverable from related late
payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds on
such Mortgage Loan or REO Property as provided herein.

            Nonrecoverable Servicing Advance: Any Servicing Advances previously
made or proposed to be made in respect of a Mortgage Loan or REO Property,
which, in the good faith business judgment of the Servicer, will not or, in the
case of a proposed Servicing Advance, would not, be ultimately recoverable from
related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise.

            Non-Rule 144A Investment Letter: As defined in Section 5.02(b).

            Notice of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.

            Offered Certificates: As specified in the Preliminary Statement.

            Officer's Certificate: A certificate signed by an officer of the
Servicer with responsibility for the servicing of the Mortgage Loans required to
be serviced by the Servicer and listed on a list delivered to the Trustee
pursuant to this Agreement.

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

            Optional Termination Date: The date determined as follows: The
Servicer (at the direction of the Majority Class C Certificateholder (as
evidenced on the Certificate Register)), pursuant to Section 9.01, shall cause
the Optional Termination Date to occur on any Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of
the related Due Period, is equal to 10% or less of the Cut off Date Pool
Principal Balance (provided, that if the Depositor or an Affiliate of the
Depositor is one of the Holders constituting such majority, then there must be
at least one other unaffiliated Holder constituting such majority and the Class
C Certificates held by such Holder, or unaffiliated Holders in the aggregate,
must represent at least a 10% Percentage Interest in the Class C Certificates).

            Original Purchase Date: October 14, 2005.

            OTS: Office of Thrift Supervision, and any successor thereto.

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

            (i) Certificates theretofore cancelled by the Trustee or delivered
      to the Trustee for cancellation; and

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

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

            Overcollateralized Amount: As of any Distribution Date, the excess,
if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date over (b) the aggregate of the Class Certificate Balances
of the Certificates as of such Distribution Date (after giving effect to the
payment of the Principal Remittance Amount on such Certificates on such
Distribution Date).

            Overcollateralization Deficiency: With respect to any Distribution
Date, the excess, if any, of (a) the Specified Overcollateralized Amount
applicable to such Distribution Date over (b) the Overcollateralized Amount
applicable to such Distribution Date.

            Overcollateralization Floor: With respect to any Distribution Date,
0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            Overcollateralization Reduction Amount: With respect to any
Distribution Date, an amount equal to the lesser of (a) the Excess
Overcollateralized Amount and (b) the Net Monthly Excess Cash Flow.

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

            P&I Advance: As to any Mortgage Loan or REO Property, any advance
made by the Servicer in respect of any Remittance Date representing the
aggregate of all payments of principal and interest, net of the Servicing Fee,
that were due during the related Due Period on the Mortgage Loans and that were
delinquent on the related Remittance Date, plus certain amounts representing
assumed payments not covered by any current net income on the Mortgaged
Properties acquired by foreclosure or deed in lieu of foreclosure as determined
pursuant to Section 4.01.

            Pass-Through Margin: Except as set forth in the following sentence,
with respect to each Class of LIBOR Certificates, the following percentages:
Class A-1 Certificates, 0.240%; Class A-2A Certificates, 0.100%; Class A-2B
Certificates, 0.180%; Class A-2C Certificates, 0.240%; Class A-2D Certificates,
0.340%; Class M-1 Certificates, 0.430%; Class M-2 Certificates, 0.450%; Class
M-3 Certificates, 0.620%; Class M-4 Certificates, 0.670%; Class M-5
Certificates, 1.200%; Class M-6 Certificates, 1.500%; Class B-1 Certificates,
1.750%; Class B-2 Certificates, 2.500% and Class B-3 Certificates, 2.500%. On
the first possible Optional Termination Date, the Pass-Through Margins shall
increase to: Class A-1, 0.480%; Class A-2A, 0.200%; Class A-2B, 0.360%; Class
A-2C, 0.480%; Class A-2D, 0.680%; Class M-1, 0.645%; Class M-2, 0.675%; Class
M-3, 0.930%; Class M-4, 1.005%; Class M-5, 1.800%; Class M-6, 2.250%; Class B-1,
2.625%; Class B-2, 3.750% and Class B-3, 3.750%.

            Pass-Through Rate: For each Class of Regular Certificates, each
Pooling-Tier REMIC-1 Regular Interest, each Pooling-Tier REMIC-2 Regular
Interest, each Lower-Tier Regular Interest, each Upper-Tier Regular Interest,
and each Class X REMIC Regular Interest, the per annum rate set forth or
calculated in the manner described in the Preliminary Statement.

            Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.

            Periodic Mortgage Interest Rate Cap: With respect to each Adjustable
Rate Mortgage Loan, the provision of each Mortgage Note which provides for an
absolute maximum amount by which the Mortgage Interest Rate therein may increase
or decrease on an Adjustment Date above or below the Mortgage Interest Rate
previously in effect. The Periodic Mortgage Interest Rate Cap for each
Adjustable Rate Mortgage Loan is the rate set forth on the Mortgage Loan
Schedule.

            Periodic Mortgage Interest Rate Floor: With respect to each
Adjustable Rate Mortgage Loan, the provision of each Mortgage Note which
provides for an absolute minimum amount by which the Mortgage Interest Rate
therein may increase or decrease on an Adjustment Date above or below the
Mortgage Interest Rate previously in effect. The Periodic Mortgage Interest Rate
Floor for each Adjustable Rate Mortgage Loan is the rate set forth on the
Mortgage Loan Schedule.

            Permitted Investments: Any one or more of the following obligations
or securities acquired at a purchase price of not greater than par, regardless
of whether issued by the Servicer, the Trustee or any of their respective
Affiliates:

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

            (ii) demand and time deposits in, certificates of deposit of, or
      bankers' acceptances (which shall each have an original maturity of not
      more than 90 days and, in the case of bankers' acceptances, shall in no
      event have an original maturity of more than 365 days or a remaining
      maturity of more than 30 days) denominated in United States dollars and
      issued by any Depository Institution and rated "P-1" by Moody's, "A-1+" by
      S&P and "F1+" by Fitch (in each case, to the extent they are designated as
      Rating Agencies in the Preliminary Statement);

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

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

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

            (vi) units of money market funds, including money market funds
      advised by the Depositor or the Trustee or an Affiliate thereof, that have
      been rated "Aaa" by Moody's, "AAAm" or "AAAm-G" by Standard & Poor's and
      at least "AA" by Fitch (in each case, to the extent they are designated as
      Rating Agencies in the Preliminary Statement); and

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

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.
For investments in the Distribution Account (except during the Trustee Float
Period), only the obligations or securities (or instruments which invest in the
obligations or securities) specified in clause (i) above shall constitute
Permitted Investments.

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

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

            Physical Certificates: As specified in the Preliminary Statement.

            Plan: As defined in Section 5.02(b).

            Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans for such
Distribution Date that were Outstanding Mortgage Loans on the Due Date in the
related Due Period.

            Pooling-Tier Interest Rate: As specified in the Preliminary
Statement.

            Pooling-Tier REMIC-1: As described in the Preliminary Statement.

            Pooling-Tier REMIC-1 Interest Rate: As described in the Preliminary
Statement.

            Pooling-Tier REMIC-1 Loan Group I WAC Rate: With respect to the
Group I Mortgage Loans as of any Distribution Date, a per annum rate equal to
(a) the weighted average of the Mortgage Interest Rates for each such Mortgage
Loan (in each case, less than the applicable Expense Fee Rate) then in effect on
the beginning of the related Due Period on such Mortgage Loans, multiplied by
(b) 30 divided by the actual number of days in the related Interest Accrual
Period.

            Pooling-Tier REMIC-1 Loan Group II WAC Rate: With respect to the
Group II Mortgage Loans as of any Distribution Date, a per annum rate equal to
(a) the weighted average of the Mortgage Interest Rates for each such Mortgage
Loan (in each case, less than the applicable Expense Fee Rate) then in effect on
the beginning of the related Due Period on such Mortgage Loans, multiplied by
(b) 30 divided by the actual number of days in the related Interest Accrual
Period.

            Pooling-Tier REMIC-1 Principal Amount: As described in the
Preliminary Statement.

            Pooling-Tier REMIC-1 Regular Interest: As described in the
Preliminary Statement.

            Pooling-Tier REMIC-2: As described in the Preliminary Statement.

            Pooling-Tier REMIC-2 Interest Rate: As described in the Preliminary
Statement.

            Pooling-Tier REMIC-2 IO Interest: Any of the Pooling-Tier REMIC-2
Regular Interests with the designation "IO" in its name.

            Pooling-Tier REMIC-2 IO Notional Balance: As described in the
Preliminary Statement.

            Pooling-Tier REMIC-2 Principal Amount: As described in the
Preliminary Statement.

            Pooling-Tier REMIC-2 Regular Interest: As described in the
Preliminary Statement.

            Prepayment Interest Shortfall: With respect to any Remittance Date,
the sum of, for each Mortgage Loan that was, during the related Prepayment
Period, the subject of a Principal Prepayment that was applied by the Servicer
to reduce the outstanding principal balance of such Mortgage Loan on a date
preceding the Due Date in the succeeding Prepayment Period, an amount equal to
the product of (a) the Mortgage Interest Rate net of the Servicing Fee Rate for
such Mortgage Loan, (b) the amount of the Principal Prepayment for such Mortgage
Loan, (c) 1/360 and (d) the number of days commencing on the date on which such
Principal Prepayment was applied and ending on the last day of the related
Prepayment Period.

            Prepayment Period: With respect to any Distribution Date, the
calendar month preceding the calendar month in which such Distribution Date
occurs.

            Prepayment Premium: Any prepayment premium, penalty or charge
collected by the Servicer with respect to a Mortgage Loan from a Mortgagor in
connection with any voluntary Principal Prepayment pursuant to the terms of the
related Mortgage Note.

            Principal Distribution Amount: For any Distribution Date, the sum of
(i) the Basic Principal Distribution Amount for such Distribution Date and (ii)
the Extra Principal Distribution Amount for such Distribution Date.

            Principal Prepayment: Any full or partial payment or other recovery
of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan)
which is received in advance of its scheduled Due Date, excluding any Prepayment
Premium and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment.

            Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.

            Principal Remittance Amount: With respect to any Distribution Date,
the amount equal to the sum of the following amounts (without duplication) with
respect to the related Due Period: (i) each Scheduled Payment of principal on a
Mortgage Loan due during such Due Period and received by the Servicer on or
prior to the related Determination Date or advanced by the Servicer for the
related Remittance Date (ii) all Principal Prepayments received during the
related Prepayment Period, (iii) all Liquidation Proceeds, Condemnation Proceeds
and Insurance Proceeds on the Mortgage Loans allocable to principal actually
collected by the Servicer during the related Prepayment Period, (iv) the portion
of the Repurchase Price allocable to principal with respect to each Deleted
Mortgage Loan, the repurchase obligation for which arose during the related
Prepayment Period, that was repurchased during the period from the prior
Distribution Date through the Remittance Date for the current Distribution Date,
(v) the portion of all Substitution Adjustment Amounts allocable to principal
with respect to the substitutions of Mortgage Loans that occur during the
calendar month in which such Distribution Date occurs, and (vi) the allocable
portion of the proceeds received with respect to the termination of the Trust
Fund pursuant to clause (a) of Section 9.01 (to the extent such proceeds relate
to principal).

            Privacy Laws: Title V of the Gramm-Leach-Bliley Act of 1999, as
amended, and all applicable regulations promulgated thereunder.

            Private Certificates: As specified in the Preliminary Statement.

            Prospectus Supplement: The Prospectus Supplement, dated November 17,
2005, relating to the Offered Certificates.

            PTCE 95-60: As defined in Section 5.02(b).

            PUD: A planned unit development.

            Purchase Agreement: The Flow Mortgage Loan Purchase and Warranties
Agreement, dated as of February 27, 2004, by and between the Responsible Party
and the Purchaser, as amended by Amendment No. 1 to Purchase Agreement, dated
November 29, 2004, by and between the Responsible Party and the Purchaser,
solely insofar as such agreement relates to the Mortgage Loans.

            Purchaser: Goldman Sachs Mortgage Company, a New York limited
partnership, and its successors in interest, as purchaser of the Mortgage Loans
under the Purchase Agreement.

            Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee. References
herein to a given rating or rating category of a Rating Agency shall mean such
rating category without giving effect to any modifiers. For purposes of Section
10.05(b), the addresses for notices to each Rating Agency shall be the address
specified therefor in the definition corresponding to the name of such Rating
Agency, or such other address as either such Rating Agency may hereafter furnish
to the Depositor and the Servicer.

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

            Record Date: With respect to any Distribution Date, the close of
business on the last Business Day of the related Interest Accrual Period;
provided, however, that for any Certificate issued in definitive form, the
Record Date shall be the close of business on the last Business Day of the month
preceding the month in which such applicable Distribution Date occurs.

            Reference Bank: As defined in Section 4.04.

            Regular Certificates: As specified in the Preliminary Statement.

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

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

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

            Remittance Date: With respect to any Distribution Date, no later
than 12:00 PM, Central Time on the Business Day immediately preceding such
Distribution Date.

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

            REO Imputed Interest: As to any REO Property, for any period, an
amount equivalent to interest (at the Mortgage Interest Rate net of the
Servicing Fee Rate that would have been applicable to the related Mortgage Loan
had it been outstanding) on the unpaid principal balance of the Mortgage Loan as
of the date of acquisition thereof (as such balance is reduced pursuant to
Section 3.15 by any income from the REO Property treated as a recovery of
principal).

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

            Reporting Date: The 18th day of each calendar month or the
immediately following Business Day if the 18th is not a Business Day.

            Repurchase Price: With respect to any Mortgage Loan repurchased by
(a) the Purchaser, an amount equal to the sum of (i) the unpaid principal
balance of such Mortgage Loan as of the date of repurchase, (ii) interest on
such unpaid principal balance of such Mortgage Loan at the Mortgage Interest
Rate from the last date through which interest has been paid and distributed to
the Trustee to the date of repurchase, (iii) all unreimbursed Servicing
Advances, (iv) all expenses incurred by the Servicer, the Trust or the Trustee,
as the case may be, in respect of a breach or defect, including, without
limitation, expenses arising out of the Servicer's or Trustee's, as the case may
be, enforcement of the Purchaser's repurchase obligations, to the extent not
included in clause (iii), and (v) any costs and damages incurred by the Trust in
connection with any violation by such Mortgage Loan of any predatory lending law
or abusive lending law or (b) Responsible Party, the Repurchase Price as that
term is defined in the Purchase Agreement.

            Request for Release: The Request for Release submitted by the
Servicer to the Trustee substantially in the form of Exhibit L.

            Residual Certificates: As specified in the Preliminary Statement.

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

            Responsible Party: First Franklin Financial Corp., a subsidiary of
National City Bank of Indiana, a Delaware corporation, and its successors in
interest.

            Responsible Party Agreements: The Purchase Agreement and the
Assignment and Recognition Agreement, as the case may be, copies of which are
attached hereto as Exhibit R.

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

            Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.

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

            Senior Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class
Certificate Balance of the Subordinated Certificates and (ii) the
Overcollateralized Amount (in each case after taking into account the
distributions of the Principal Distribution Amount for such Distribution Date)
by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date.

            Senior Specified Enhancement Percentage: As of any date of
determination, 39.50%.

            Servicer: NCHLS.

            Servicer Remittance Report: As defined in Section 4.03(d).

            Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred prior to, on, or after the Cut-off Date
by the Servicer in the performance of its servicing obligations in connection
with a default, delinquency or other unanticipated event, including, but not
limited to, the cost of (i) the preservation, restoration, inspection and
protection of a Mortgaged Property, (ii) any enforcement, administrative or
judicial proceedings, including foreclosures and litigation, in respect of a
particular Mortgage Loan, (iii) the management (including reasonable fees in
connection therewith) and liquidation of any REO Property, (iv) the performance
of its obligations under Sections 3.01, 3.07, 3.09, 3.13 and 3.15. Servicing
Advances also include any reasonable "out-of-pocket" costs and expenses
(including legal fees) incurred by the Servicer in connection with executing and
recording instruments of satisfaction, deeds of reconveyance or Assignments of
Mortgage in connection with any satisfaction or foreclosures in respect of any
Mortgage Loan to the extent not recovered from the Mortgagor or otherwise
payable under this Agreement and (v) obtaining or correcting any legal
documentation required to be included in the Mortgage Files and necessary for
the Servicer to perform its obligations under this Agreement. No Servicer shall
be required to make any Nonrecoverable Servicing Advances.

            Servicing Fee: With respect to each Mortgage Loan and any
Distribution Date, an amount equal to the product of (i) one-twelfth of the
Servicing Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan
as of the first day of the calendar month preceding the month in which such
Distribution Date occurs. Such fee shall be payable monthly, and shall be pro
rated for any portion of a month during which the Mortgage Loan is serviced by
the Servicer under this Agreement. The Servicing Fee is payable solely from the
interest portion (including recoveries with respect to interest from Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds and proceeds received with
respect to REO Properties, to the extent permitted by Section 3.11) of such
Scheduled Payment collected by the Servicer or as otherwise provided under
Section 3.11.

            Servicing Fee Rate: With respect to each Mortgage Loan, 0.50% per
annum.

            Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals or copies of all documents in
the Mortgage File which are not delivered to the Trustee in the Custodial File
and copies of the Mortgage Loan Documents set forth in Exhibit M hereto.

            Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished to
the Trustee by the Servicer on the Closing Date pursuant to this Agreement, as
such list may from time to time be amended.

            Servicing Transfer Costs: All reasonable out-of-pocket costs and
expenses incurred by the Trustee in connection with the transfer of servicing
from a terminated Servicer, including, without limitation, any such 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 Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee (or any successor Servicer appointed pursuant to
Section 7.02) to service the Mortgage Loans properly and effectively.

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

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

            Specified Overcollateralized Amount: Prior to the Stepdown Date, an
amount equal to 2.80% of the Cut-off Date Pool Principal Balance. On and after
the Stepdown Date, an amount equal to 5.60% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date, subject, until the
Class Certificate Balance of each Class of LIBOR Certificates has been reduced
to zero, to a minimum amount equal to the Overcollateralization Floor; provided,
however, that if, on any Distribution Date, a Trigger Event has occurred, the
Specified Overcollateralized Amount shall not be reduced to the applicable
percentage of the then current aggregate Stated Principal Balance of the
Mortgage Loans until the Distribution Date on which a Trigger Event is no longer
occurring; provided, further, that when the Class Certificate Balance of each
Class of LIBOR Certificates has been reduced to zero, the Specified
Overcollateralized Amount will thereafter equal zero.

            Standard & Poor's: Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., and its successors in interest. If Standard &
Poor's is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 10.05(b) the address for notices to Standard & Poor's shall
be Standard & Poor's, 55 Water Street, New York, New York 10041, Attention:
Residential Mortgage Surveillance Group - FFMLT Trust 2005-FF11, or such other
address as Standard & Poor's may hereafter furnish to the Depositor, the
Servicer and the Trustee.

            Standard & Poor's Glossary: Version 5.6(b) of the Standard & Poor's
LEVELS(R) Glossary.

            Start-up Day: As defined in Section 2.05.

            Stated Principal Balance: As to each Mortgage Loan and as of any
date of determination, (i) the principal balance of the Mortgage Loan at the
Cut-off Date after giving effect to payments of principal due on or before such
date, minus (ii) all amounts previously remitted to the Trustee with respect to
the related Mortgage Loan representing payments or recoveries of principal
including advances in respect of Scheduled Payments of principal. For purposes
of any Distribution Date, the Stated Principal Balance of any Mortgage Loan will
give effect to any Scheduled Payments of principal received by the Servicer on
or prior to the related Determination Date or advanced by the Servicer for the
related Remittance Date and any unscheduled principal payments and other
unscheduled principal collections received during the related Prepayment Period,
and the Stated Principal Balance of any Mortgage Loan that has prepaid in full
or has become a Liquidated Mortgage Loan during the related Prepayment Period
shall be zero.

            Stepdown Date: The earlier to occur of (a) the date on which the
aggregate Class Certificate Balances of the Class A Certificates have been
reduced to zero, and (b) the later to occur of (i) the Distribution Date in
December 2008, and (ii) the first Distribution Date on which the Senior
Enhancement Percentage is greater than or equal to the Senior Specified
Enhancement Percentage.

            Subordinated Certificates: As specified in the Preliminary
Statement.

            Subsequent Recoveries: Amounts received with respect to any
Liquidated Mortgage Loan after it has become a Liquidated Mortgage Loan.

            Subservicer: As defined in Section 3.02(a).

            Subservicing Account: As defined in Section 3.08.

            Subservicing Agreements: As defined in Section 3.02(a).

            Substitute Mortgage Loan: A Mortgage Loan eligible to be substituted
for a Deleted Mortgage Loan pursuant to the terms of the Assignment and
Recognition Agreement.

            Substitution Adjustment Amount: Any amount required to be paid in
connection with a Substitute Mortgage Loan pursuant to the Assignment and
Recognition Agreement.

            Supplemental Interest Trust: The corpus of a trust created pursuant
to Section 4.06 of this Agreement, consisting of the Interest Rate Swap
Agreement, the Class IO Interest and the right to receive Class IO Shortfalls,
subject to the obligation to pay amounts specified in Section 4.06.

            Swap LIBOR: With respect to any Distribution Date (and the related
Interest Accrual Period), the product of (i) USD-LIBOR-BBA (as used in the
Interest Rate Swap Agreement), (ii) two, and (iii) the quotient of (a) the
actual number of days in the Interest Accrual Period for the LIBOR Certificates
divided by (b) 30.

            Swap Provider: Goldman Sachs Mitsui Marine Derivative Products,
L.P., a Delaware limited partnership, and its successors in interest, and any
successor swap provider under any replacement Interest Rate Swap Agreement.

            Swap Termination Payment: Any payment payable by the Trust or the
Swap Provider upon termination of the Interest Rate Swap Agreement as a result
of an Event of Default (as defined in the Interest Rate Swap Agreement) or a
Termination Event (as defined in the Interest Rate Swap Agreement).

            Tax Matters Person: The Holder of the (i) Class R-2, (ii) Class R-1
and (iii) Class R-3 Certificates designated as "tax matters person" of (i)
Pooling-Tier REMIC-1, (ii) Pooling-Tier REMIC-2, the Lower-Tier REMIC and the
Upper-Tier REMIC, and (iii) the Class X REMIC respectively, in the manner
provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations
Section 301.6231(a)(7)-1.

            Tax Service Contract: As defined in Section 3.09(a).

            Telerate Page 3750: The display page currently so designated on the
Bridge Telerate Service (or such other page as may replace that page on that
service for displaying comparable rates or prices).

            Termination Price: As defined in Section 9.01.

            30 Day Delinquency: The failure of the Mortgagor to make any
Scheduled Payment due under the Mortgage Note on a Due Date, which failure
continues unremedied for a period of one month after the following Due Date.

            Total Monthly Excess Spread: As to any Distribution Date, an amount
equal to the excess if any, of (i) the interest collected on the Mortgage Loans
received by the Servicer on or prior to the related Determination Date or
advanced by the Servicer for the related Remittance Date (net of Expense Fees)
and plus any Net Swap Receipts and less any Net Swap Payments for such
Distribution Date, over (ii) the sum of the interest payable to the LIBOR
Certificates on such Distribution Date pursuant to Section 4.02(a)(i).

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

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

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

            Trigger Event: With respect to any Distribution Date, a Trigger
Event exists if (i) the quotient (expressed as a percentage) of (1) the rolling
three month average of the aggregate unpaid principal balance of 60+ Day
Delinquent Mortgage Loans, divided by (2) the aggregate unpaid principal balance
of the Mortgage Loans as of the last day of the related Due Period, equals or
exceeds 38.00% of the Senior Enhancement Percentage as of the last day of the
prior Due Period or (ii) the quotient (expressed as a percentage) of (x) the
aggregate amount of Realized Losses incurred since the Cut-off Date through the
last day of the related Prepayment Period divided by (y) the Cut-off Date Pool
Principal Balance, exceeds the applicable percentages set forth below with
respect to such Distribution Date:

Distribution Date Occurring In             Cumulative Realized Loss Percentage
------------------------------             -----------------------------------
December 2007 through November 2008        1.000% for the first month, plus an
                                           additional 1/12th of 1.250% for
                                           each month thereafter
December 2008 through November 2009        2.250% for the first month, plus an
                                           additional 1/12th of 1.300% for
                                           each month thereafter
December 2009 through November 2010        3.550% for the first month, plus an
                                           additional 1/12th of 1.050% for
                                           each month thereafter
December 2010 through November 2011        4.600% for the first month, plus an
                                           additional 1/12th of 0.550% for
                                           each month thereafter
December 2011 and thereafter               5.150%

            Trust: The express trust created hereunder in Section 2.01(c).

            Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loans and all interest and principal received on or with
respect thereto after the related Cut-off Date, other than such amounts which
were due on the Mortgage Loans on or before the related Cut-off Date; (ii) the
Collection Account, the Excess Reserve Fund Account, the Distribution Account,
and all amounts deposited therein pursuant to the applicable provisions of this
Agreement; (iii) property that secured a Mortgage Loan and has been acquired by
foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Interest Rate
Swap Agreement; (v) the Trust's rights under the Responsible Party Agreements;
(vi) the Supplemental Interest Trust; and (vii) all proceeds of the conversion,
voluntary or involuntary, of any of the foregoing.

            Trust REMIC: Any of Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, the
Lower-Tier REMIC, the Upper-Tier REMIC or the Class X REMIC, as applicable.

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

            Trustee Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month's interest at the related Trustee Fee Rate on the
Stated Principal Balance of such Mortgage Loan as of the preceding Distribution
Date (or as of the Closing Date in the case of the first Distribution Date) or,
in the event of any payment of interest which accompanies a Principal Prepayment
in Full made by the Mortgagor, interest at the Trustee Fee Rate on the Stated
Principal Balance of such Mortgage Loan for the period covered by such payment
of interest.

            Trustee Fee Rate: With respect to each Mortgage Loan, 0.0036% per
annum.

            Trustee Float Period: With respect to any Distribution Date and the
related amounts in the Distribution Account, the period commencing on the
Business Day immediately preceding such Distribution Date and ending on such
Distribution Date.

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

            Underwriter's Exemption: Any exemption listed in footnote 1 of, and
amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002),
or any successor exemption.

            Underwriting Guidelines: The underwriting guidelines attached to the
Purchase Agreement.

            Unpaid Interest Amounts: As of any Distribution Date and any Class
of Certificates, the sum of (a) the portion of the Accrued Certificate Interest
Distribution Amount from prior Distribution Dates remaining unpaid immediately
prior to the current Distribution Date and (b) interest on such unpaid amount in
clause (a) at the applicable Pass-Through Rate (to the extent permitted by
applicable law).

            Upper-Tier Carry Forward Amount: With respect to each Class of LIBOR
Certificates, as of any Distribution Date, the sum of (A) if on such
Distribution Date the Upper-Tier Interest Rate for the Class of Corresponding
Upper-Tier REMIC Regular Interest is based upon the Upper-Tier REMIC Loan Group
I Rate or Upper-Tier REMIC Loan Group II Rate, as and if applicable, or the
Upper-Tier REMIC WAC Rate, the excess, if any, of (i) the amount of interest
such Class of Upper-Tier Regular Interest would otherwise be entitled to receive
on such Distribution Date had such Upper-Tier REMIC Regular Interest not been
subject to the Upper-Tier REMIC Loan Group I Rate or Upper-Tier REMIC Loan Group
II Rate, as and if applicable, or the Upper-Tier REMIC WAC Rate, over (ii) the
amount of interest payable on such Class of Certificates on such Distribution
Date taking into account the Upper-Tier REMIC Loan Group I Rate or Upper-Tier
REMIC Loan Group II Rate, as and if applicable, or the Upper-Tier REMIC WAC Rate
and (B) the Upper-Tier Carry Forward Amount for such Class of Certificates for
all previous Distribution Dates not previously paid, together with interest
thereon at a rate equal to the applicable Upper-Tier Interest Rate for such
Class of Certificates for such Distribution Date, without giving effect to the
Upper-Tier REMIC Loan Group I Rate or Upper-Tier REMIC Loan Group II Rate, as
and if applicable, or the Upper-Tier REMIC WAC Rate.

            Upper-Tier Interest Rate: As described in the Preliminary Statement.

            Upper-Tier Regular Interest: As described in the Preliminary
Statement.

            Upper-Tier REMIC: As described in the Preliminary Statement.

            Upper-Tier REMIC Loan Group I Rate: As described in the Preliminary
Statement.

            Upper-Tier REMIC Loan Group II Rate: As described in the Preliminary
Statement.

            Upper-Tier REMIC WAC Rate: For any Distribution Date, the weighted
average of the Lower-Tier Interest Rates on the Lower-Tier Regular Interests
(other than the Class LT-IO and Class LT-3 Interests), as of the first day of
the related Interest Accrual Period, weighted on the basis of the Lower-Tier
Principal Amounts of such Lower-Tier Regular Interests as of the first day of
the related Interest Accrual Period.

            Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Class X
Certificates, if any (such Voting Rights to be allocated among the holders of
Certificates of each such Class in accordance with their respective Percentage
Interests), (b) 1% of all Voting Rights shall be allocated to the Class P
Certificates, if any, and (c) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date. The Class C
Certificates shall have no Voting Rights.

            WAC Cap: With respect to the Mortgage Loans as of any Distribution
Date, a per annum rate equal to the product of (i) 30 divided by the actual
number of days in the applicable Interest Accrual Period and (ii) the sum of (A)
the weighted average of the Adjusted Net Mortgage Interest Rates then in effect
at the beginning of the related Due Period on the Mortgage Loans and (B) Net
Swap Receipts, if any, for that Distribution Date less Net Swap Payments, if
any, for that Distribution Date divided by the Stated Principal Balance of the
Mortgage Loans at the beginning of the related Due Period, multiplied by 12.


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

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

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

            (i) the original Mortgage Note (except for up to 0.01% of the
      Mortgage Notes for which there is a lost note affidavit and the copy of
      the Mortgage Note) bearing all intervening endorsements showing a complete
      chain of endorsement from the originator to the last endorsee, endorsed
      "Pay to the order of _____________, without recourse" and signed in the
      name of the last endorsee. To the extent that there is no room on the face
      of any Mortgage Note for an endorsement, the endorsement may be contained
      on an allonge, unless state law does not so allow and the Trustee is
      advised by the Responsible Party that state law does not so allow. If the
      Mortgage Loan was acquired by the Responsible Party in a merger, the
      endorsement must be by "[last endorsee], successor by merger to [name of
      predecessor]". If the Mortgage Loan was acquired or originated by the last
      endorsee while doing business under another name, the endorsement must be
      by "[last endorsee], formerly known as [previous name]";

            (ii) the original of any guarantee executed in connection with the
      Mortgage Note;

            (iii) the original Mortgage with evidence of recording thereon or a
      certified true copy of such Mortgage submitted for recording. If in
      connection with any Mortgage Loan, the Responsible Party cannot deliver or
      cause to be delivered the original Mortgage with evidence of recording
      thereon on or prior to the Closing Date because of a delay caused by the
      public recording office where such Mortgage has been delivered for
      recordation or because such Mortgage has been lost or because such public
      recording office retains the original recorded Mortgage, the Responsible
      Party (to the extent that it has not previously delivered the same to the
      Purchaser or the Trustee), shall deliver or cause to be delivered to the
      Trustee, a photocopy of such Mortgage, together with (A) in the case of a
      delay caused by the public recording office, an officer's certificate of
      the Responsible Party, or evidence of certification on the face of such
      photocopy of such Mortgage, or certified by the title company, escrow
      agent, or closing attorney stating that such Mortgage has been dispatched
      to the appropriate public recording office for recordation and that the
      original recorded Mortgage or a copy of such Mortgage certified by such
      public recording office to be a true and complete copy of the original
      recorded Mortgage will be promptly delivered to the Trustee upon receipt
      thereof by the Responsible Party; or (B) in the case of a Mortgage where a
      public recording office retains the original recorded Mortgage or in the
      case where a Mortgage is lost after recordation in a public recording
      office, a copy of such Mortgage certified by such public recording office
      to be a true and complete copy of the original recorded Mortgage;

            (iv) the originals of all assumption, modification, consolidation or
      extension agreements (if provided), with evidence of recording thereon or
      a certified true copy of such agreement submitted for recording;

            (v) except with respect to each MERS Designated Mortgage Loan, the
      original Assignment of Mortgage for each Mortgage Loan endorsed in blank
      and in recordable form;

            (vi) the originals of all intervening Assignments of Mortgage (if
      any) evidencing a complete chain of assignment from the applicable
      originator (or MERS with respect to each MERS Designated Mortgage Loan) to
      the last endorsee with evidence of recording thereon, or if any such
      intervening assignment has not been returned from the applicable recording
      office or has been lost or if such public recording office retains the
      original recorded Assignments of Mortgage, the Responsible Party (to the
      extent that it has not previously delivered the same to the Purchaser or
      the Trustee), shall deliver or cause to be delivered to the Trustee, a
      photocopy of such intervening assignment, together with (A) in the case of
      a delay caused by the public recording office, an officer's certificate of
      the Responsible Party, or evidence of certification on the face of such
      photocopy of such intervening assignment, or certified by the title
      company, escrow agent, or closing attorney stating that such intervening
      Assignment of Mortgage has been dispatched to the appropriate public
      recording office for recordation and that such original recorded
      intervening Assignment of Mortgage or a copy of such intervening
      Assignment of Mortgage certified by the appropriate public recording
      office to be a true and complete copy of the original recorded intervening
      assignment of mortgage will be promptly delivered to the Trustee upon
      receipt thereof by the Responsible Party, or (B) in the case of an
      intervening assignment where a public recording office retains the
      original recorded intervening assignment or in the case where an
      intervening assignment is lost after recordation in a public recording
      office, a copy of such intervening assignment certified by such public
      recording office to be a true and complete copy of the original recorded
      intervening assignment;

            (vii) the original or duplicate lender's title policy and any riders
      thereto or, any one of an original title binder, an original or copy of
      the preliminary title report or an original or copy of the title
      commitment, and if, copies then certified by the title company; and

            (viii) a security agreement, chattel mortgage or equivalent document
      executed in connection with the Mortgage (if provided);

            The Depositor shall use reasonable efforts to assist the Trustee and
the Servicer in enforcing the obligations of the Purchaser under the Responsible
Party Agreements.

            Each Mortgage Loan for which a Mortgage Note is missing shall be
evidenced by a lost note affidavit as of the Closing Date. In the event one or
more lost note affidavits are provided to cover multiple missing Mortgage Notes
on the Closing Date, the Depositor shall use reasonable efforts to cause the
Responsible Party to deliver to the Trustee the applicable individual lost note
affidavits within ten (10) Business Days of the Closing Date. If the Responsible
Party fails to deliver the required individual lost note affidavits within the
specified period of time, the Trustee shall notify the Responsible Party to take
such remedial actions, including, without limitation, the repurchase by the
Responsible Party of such Mortgage Loan within 60 days of the Closing Date.

            The Depositor shall use reasonable efforts to cause the Purchaser
and the Responsible Party to deliver to the Trustee the applicable recorded
document promptly upon receipt from the respective recording office but in no
event later than 150 days from the Closing Date.

            If any Mortgage has been recorded in the name of Mortgage Electronic
Registration System, Inc. ("MERS") or its designee, no Assignment of Mortgage in
favor of the Trustee will be required to be prepared or delivered and instead,
the Servicer shall take all reasonable actions as are necessary at the expense
of the Depositor to cause the Trust to be shown as the owner of the related
Mortgage Loan on the records of MERS for the purpose of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.

            The Depositor shall use reasonable efforts to cause the Purchaser
and Responsible Party, as applicable, to forward to the Trustee additional
documents evidencing an assumption, modification, consolidation or extension of
a Mortgage Loan approved by the Responsible Party in accordance with the terms
of the Responsible Party Agreements. All such Mortgage Loan Documents held by
the Trustee as to each Mortgage Loan shall constitute the "Custodial File."

            On or prior to the Closing Date, the Depositor shall use reasonable
efforts to cause the Purchaser or Responsible Party to deliver to the Trustee
Assignments of Mortgages, in blank, for each applicable Mortgage Loan (except
with respect to each MERS Designated Mortgage Loan). The Depositor shall use
reasonable efforts to cause the Purchaser or Responsible Party to cause the
Assignments of Mortgage with completed recording information to be provided to
the Servicer in a reasonably acceptable manner. No later than thirty (30)
Business Days following the later of the Closing Date and the date of receipt by
the Servicer of the fully completed Assignments of Mortgages in recordable form,
the Servicer shall promptly submit or cause to be submitted for recording, at
the expense of the Responsible Party pursuant to the Purchase Agreement, at no
expense to the Trust Fund, the Trustee or the Depositor in the appropriate
public office for real property records, each Assignment of Mortgage referred to
in Section 2.01(b)(v). Notwithstanding the foregoing, however, for
administrative convenience and facilitation of servicing and to reduce closing
costs, the Assignments of Mortgage shall not be required to be completed and
submitted for recording with respect to any Mortgage Loan if the Trustee and
each Rating Agency has received an opinion of counsel, satisfactory in form and
substance to the Trustee and each Rating Agency, to the effect that the
recordation of such Assignments of Mortgage in any specific jurisdiction is not
necessary to protect the Trustee's interest in the related Mortgage Note or (ii)
if such Mortgage Loan is a MERS Designated Mortgage Loan. If the Assignment of
Mortgage is to be recorded, the Depositor shall use reasonable efforts to cause
the Purchaser to assign the Mortgage at the Purchaser's expense to "Deutsche
Bank National Trust Company, as trustee under the Pooling and Servicing
Agreement dated as of November 1, 2005, FFMLT Trust 2005-FF11." In the event
that any such assignment is lost or returned unrecorded because of a defect
therein with respect to any Mortgage Loan, and such defect is not cured, the
Trustee shall cause the Purchaser to repurchase such Mortgage Loan pursuant to
the Responsible Party Agreements.

            On or prior to the Closing Date, the Depositor shall deliver to the
Trustee and the Servicer a copy of the Data Tape Information in electronic,
machine readable medium in a form mutually acceptable to the Depositor, the
Servicer and the Trustee. Within ten (10) Business Days of the Closing Date, the
Depositor shall deliver a copy of the complete Mortgage Loan Schedule to the
Trustee and the Servicer.

            In the event, with respect to any Mortgage Loan, that such original
or copy of any document submitted for recordation to the appropriate public
recording office is not so delivered to the Trustee within 180 days of the
applicable Original Purchase Date as specified in the Purchase Agreement, the
Trustee shall notify the Depositor and the Depositor shall take or cause to be
taken such remedial actions under the Purchase Agreement as may be permitted to
be taken thereunder, including without limitation, if applicable, the repurchase
by the Responsible Party of such Mortgage Loan. The foregoing repurchase remedy
shall not apply in the event that the Responsible Party cannot deliver such
original or copy of any document submitted for recordation to the appropriate
public recording office within the specified period due to a delay caused by the
recording office in the applicable jurisdiction; provided, that the Responsible
Party shall instead deliver a recording receipt of such recording office or, if
such recording receipt is not available, an officer's certificate of an officer
of the Responsible Party confirming that such document has been accepted for
recording.

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

            (c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express
trust (the "Trust") to be known, for convenience, as "FFMLT Trust 2005-FF11" and
Deutsche Bank National Trust Company is hereby appointed as Trustee in
accordance with the provisions of this Agreement.

            (d) The Trust shall have the capacity, power and authority, and the
Trustee on behalf of the Trust is hereby authorized, to accept the sale,
transfer, assignment, set over and conveyance by the Depositor to the Trust of
all the right, title and interest of the Depositor in and to the Trust Fund
(including, without limitation, the Mortgage Loans, the Interest Rate Swap
Agreement and the Responsible Party Agreements) pursuant to Section 2.01(a). The
parties hereby acknowledge and agree that the execution and delivery of the
Interest Rate Swap Agreement by the Trustee on behalf of the Trust was
authorized and is hereby ratified and confirmed.

            (e) It is agreed and understood by the Depositor and the Trustee
that it is the policy and intention of the Trust to acquire only Mortgage Loans
meeting the requirements set forth in this Agreement, including without
limitation, including the requirement that no Mortgage Loan be a High Cost
Mortgage Loan and no Mortgage Loan originated on or after October 1, 2002
through March 6, 2003 be governed by the Georgia Fair Lending Act.

            Section 2.02 Acceptance by the Trustee of the Mortgage Loans. The
Trustee, on behalf of the Trust, hereby accepts the Trust Fund and assumes the
obligations of the Depositor under the Responsible Party Agreements from and
after the Closing Date and solely insofar as they as they relate to the Mortgage
Loans. For avoidance of doubt, the parties acknowledge that all obligations so
assumed are obligations of the Trust and, to the extent such obligations are
payment or monetary obligations, are payable solely from the Trust Fund, and not
of the Trustee in its individual capacity. The Trustee acknowledges receipt of
the documents identified in the Initial Certification in the form annexed hereto
as Exhibit F, and declares that it holds and will hold such documents and the
other documents delivered to it pursuant to Section 2.01, and that it holds or
will hold such other assets as are included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders. The
Trustee acknowledges that it will maintain possession of the related Mortgage
Notes in the State of California unless otherwise permitted by the Rating
Agencies.

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

            On the Closing Date, the Trustee shall ascertain that all documents
required to be reviewed by it are in its possession, and shall deliver to the
Depositor and the Servicer an Initial Certification, in the form annexed hereto
as Exhibit F, and shall deliver to the Depositor and the Servicer a Document
Certification and Exception Report, in the form annexed hereto as Exhibit G,
within 90 days (or with respect to any Substitute Mortgage Loan delivered to the
Trustee, within 30 days after the receipt of the Mortgage File by the Trustee)
after the Closing Date to the effect that, as to each Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in such certification as an exception and
not covered by such certification): (i) all documents required to be reviewed by
it are in its possession; (ii) such documents have been reviewed by it and
appear regular on their face and relate to such Mortgage Loan; (iii) based on
its examination and only as to the foregoing documents, the information set
forth in items (1), (2) and (13) of the Mortgage Loan Schedule and items (1),
(2) and (13) of the Data Tape Information respecting such Mortgage Loan is
correct; and (iv) each Mortgage Note has been endorsed as provided in Section
2.01 of this Agreement. The Trustee shall not be responsible to verify the
validity, sufficiency or genuineness of any document in any Custodial File.

            The Trustee shall retain possession and custody of each Custodial
File in accordance with and subject to the terms and conditions set forth
herein. The Servicer shall promptly deliver to the Trustee, upon the execution
or receipt thereof, the originals of such other documents or instruments
constituting the Custodial File as come into the possession of the Servicer from
time to time.

            The Depositor shall use reasonable efforts to cause the Responsible
Party to deliver to the Servicer copies of all trailing documents required to be
included in the Custodial File at the same time the original or certified copies
thereof are delivered to the Trustee, including but not limited to such
documents as the title insurance policy and any other Mortgage Loan Documents
upon return from the public recording office. The Depositor shall use reasonable
efforts to cause the Responsible Party to deliver such documents at the
Responsible Party's expense (pursuant to the Purchase Agreement) to the Servicer
and in no event shall the Servicer be responsible for any expenses relating to
such delivery obligation.

            Section 2.03 Representations, Warranties and Covenants of the
Servicer. (a) NCHLS hereby makes the representations and warranties set forth in
Schedule II hereto to the Depositor and the Trustee as of the Closing Date.

            (b) It is understood and agreed by the Servicer that the
representations and warranties set forth in this Section 2.03 shall survive the
transfer of the Mortgage Loans by the Depositor to the Trustee, and shall inure
to the benefit of the Depositor and the Trustee notwithstanding any restrictive
or qualified endorsement on any Mortgage Note or Assignment of Mortgage or the
examination or failure to examine any Mortgage File. Upon discovery by any of
the Depositor, the Trustee or the Servicer of a breach of any of the foregoing
representations and warranties, the party discovering such breach shall give
prompt written notice to the others.

            (c) In connection with any repurchase or substitution of a Mortgage
Loan pursuant to this Section 2.03, Section 2.07, Section 3.28 or the
Responsible Party Agreements, the Servicer shall, based on information provided
by the Purchaser, amend the Mortgage Loan Schedule for the benefit of the
Certificateholders to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Substitute Mortgage Loan or Loans and the Servicer shall
deliver the amended Mortgage Loan Schedule to the Trustee. Upon any such
repurchase or any substitution and the deposit to the Collection Account of any
Substitution Adjustment Amount, the Trustee shall release the Mortgage File held
for the benefit of the Certificateholders relating to such Deleted Mortgage Loan
to the Purchaser, the Depositor or the Responsible Party, as applicable, and
shall execute and deliver at the direction of the Purchaser, the Depositor or
the Responsible Party, as applicable, such instruments of transfer or assignment
prepared by the Purchaser, the Depositor or the Responsible Party, as
applicable, in each case without recourse, as shall be necessary to vest title
in the Purchaser or its designee, the Depositor or the Responsible Party, as
applicable, or their respective designees, the Trustee's interest in any Deleted
Mortgage Loan repurchased or substituted for as described above in this Section
2.03(c).

            (d) For any month in which the Purchaser the Depositor or the
Responsible Party, as applicable, substitutes one or more Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Servicer will determine the
amount (if any) by which the aggregate unpaid principal balance of all such
Substitute Mortgage Loans as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after
application of the scheduled principal portion of the Scheduled Payments due in
the Due Period of substitution). The Depositor shall remit, with respect to any
Mortgage Loans for which the Depositor is making a substitution, or shall use
reasonable efforts to cause the Purchaser the Depositor or the Responsible
Party, as applicable, to remit to the Servicer for deposit into the Collection
Account on or before the next Remittance Date any Substitution Adjustment
Amount.

            (e) In the event that a Mortgage Loan shall have been repurchased
pursuant to this Agreement or the Responsible Party Agreements, the proceeds
from such repurchase shall be deposited in the Collection Account by the
Servicer pursuant to Section 3.10 on or before the next Remittance Date and upon
such deposit of the Repurchase Price, and receipt of a Request for Release in
the form of Exhibit L hereto, the Trustee shall release the related Custodial
File held for the benefit of the Certificateholders to such Person as directed
by the Servicer, and the Trustee shall execute and deliver at such Person's
direction such instruments of transfer or assignment prepared by such Person, in
each case without recourse, as shall be necessary to transfer title from the
Trustee. It is understood and agreed that the obligation under this Agreement of
any Person to cure, repurchase or replace any Mortgage Loan as to which a breach
has occurred and is continuing together with satisfaction of any related
indemnification obligations shall constitute the sole remedy against such
Persons respecting such breach available to Certificateholders, the Depositor,
the Servicer or the Trustee on their behalf.

            The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Custodial Files to the Trustee for
the benefit of the Certificateholders.

            Section 2.04 Execution and Delivery of Certificates. The Trustee
acknowledges the transfer and assignment to it of the Trust Fund and,
concurrently with such transfer and assignment, has executed and delivered to or
upon the order of the Depositor, the Certificates in authorized Denominations
evidencing directly or indirectly the entire ownership of the Trust Fund. The
Trustee agrees to hold the Trust Fund and exercise the rights referred to above
for the benefit of all present and future Holders of the Certificates.

            Section 2.05 REMIC Matters. The Preliminary Statement sets forth the
designations for federal income tax purposes of all interests created hereby.
For the avoidance of doubt, the Class C Certificates shall not represent a
regular or residual interest in any Trust REMIC. The "Start-up Day" for purposes
of the REMIC Provisions shall be the Closing Date. The "latest possible maturity
date" is the Distribution Date in November 2035, which is the Distribution Date
in the month following the month in which the latest maturity date of any
Mortgage Loan occurs. Amounts distributable to the Class X Certificates (prior
to any reduction for any Basis Risk Payment or Swap Termination Payment),
exclusive of any amounts received from the Swap Provider, shall be deemed paid
from the Upper-Tier REMIC to the Class X REMIC in respect of the Class UT-X
Interest and then from the Class X REMIC in respect of the Class X Interest to
the Holders of the Class X Certificates prior to distribution of any Basis Risk
Payments to the LIBOR Certificates.

            For federal income tax purposes, any amount distributed on the LIBOR
Certificates on any Distribution Date in excess of the amount distributable on
their Corresponding Class of Upper-Tier Regular Interest on such Distribution
Date shall be treated as having been paid from the Excess Reserve Fund Account
or the Supplemental Interest Trust, as applicable, and any amount distributable
on such Corresponding Class of Upper-Tier Regular Interest on such Distribution
Date in excess of the amount distributable on the Corresponding Class of LIBOR
Certificates on such Distribution Date shall be treated as having been paid to
the Supplemental Interest Trust, all pursuant to and as further provided in
Section 8.13.

            Section 2.06 Representations and Warranties of the Depositor. The
Depositor hereby represents, warrants and covenants to the Trustee and the
Servicer that as of the date of this Agreement or as of such date specifically
provided herein:

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

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

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

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

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

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

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

            (h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had good title to,
and was the sole owner of each Mortgage Loan, free of any interest of any other
Person, and the Depositor has transferred all right, title and interest in each
Mortgage Loan to the Trustee. The transfer of each Mortgage Note and each
Mortgage as and in the manner contemplated by this Agreement is sufficient
either (i) fully to transfer to the Trustee, for the benefit of the
Certificateholders, all right, title, and interest of the Depositor thereto as
note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of
the Certificateholders, the security interest referred to in Section 10.04.

            It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.06 shall survive delivery of the
respective Custodial Files to the Trustee and shall inure to the benefit of the
Trustee.

            Within 30 days of the earlier of either discovery by or notice to
the Depositor of a breach of the representations and warranties set forth in
clause (h) above that materially and adversely affects the value of any Mortgage
Loan or the interest of the Trustee or the Certificateholders therein, the
Depositor shall use its best efforts to promptly cure such breach in all
material respects and if such defect or breach cannot be remedied, the Depositor
shall repurchase such Mortgage Loan at the Repurchase Price or substitute a
Substitute Mortgage Loan for the defective Mortgage Loan. Any such repurchase
shall be conducted in the same manner as set forth in Section 2.03. The
obligations of the Depositor to cure such breach or to purchase any Mortgage
Loan constitute the sole remedies respecting a material breach of any such
representation or warranty to the Holders of the Certificates and the Trustee.

            Section 2.07 Enforcement of Obligations for Breach of Mortgage Loan
Representations.. Upon discovery by any of the parties hereto of a breach of a
representation or warranty made by the Purchaser or Responsible Party pursuant
to the Responsible Party Agreements, the party discovering such breach shall
give prompt written notice thereof to the other parties to this Agreement and
the Responsible Party. The Trustee shall take such action, with the Depositor's
consent, with respect to such breach under the Responsible Party Agreements as
may be necessary or appropriate to enforce the rights of the Trust with respect
thereto.


                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

            Section 3.01 Servicer to Service Mortgage Loans. (a) For and on
behalf of the Certificateholders, the Servicer shall service and administer the
Mortgage Loans in accordance with the terms of this Agreement and the respective
Mortgage Loans, to the extent consistent with such terms, in compliance with all
applicable federal, state and local laws, and in the same manner in which it
services and administers similar mortgage loans for its own portfolio, giving
due consideration to customary and usual standards of practice of mortgage
lenders and loan servicers administering similar mortgage loans but without
regard to:

            (i) any relationship that the Servicer, any Subservicer or any
      Affiliate of the Servicer or any Subservicer may have with the related
      Mortgagor;

            (ii) the ownership or non-ownership of any Certificate by the
      Servicer or any Affiliate of the Servicer;

            (iii) the Servicer's obligation to make P&I Advances or Servicing
      Advances; or

            (iv) the Servicer's or any Subservicer's right to receive
      compensation for its services hereunder or with respect to any particular
      transaction.

            To the extent consistent with the foregoing, the Servicer shall seek
to maximize the timely and complete recovery of principal and interest on the
related Mortgage Notes. Subject only to the above-described servicing standards
and the terms of this Agreement and of the respective Mortgage Loans, the
Servicer shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do or cause to be done any and all
things in connection with such servicing and administration which it may deem
necessary or desirable. Without limiting the generality of the foregoing, the
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Servicer believes it appropriate in its
best judgment in accordance with Accepted Servicing Practices, to execute and
deliver any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and in the name of the Trust. The Servicer
shall service and administer the Mortgage Loans in accordance with applicable
state and federal law and shall provide to the Mortgagors any reports required
to be provided to them thereby. The Servicer shall also comply in the
performance of this Agreement with all reasonable rules and requirements of each
insurer under any standard hazard insurance policy. Subject to Section 3.16, the
Trustee shall execute, at the written request of the Servicer, and furnish to
the Servicer and any Subservicer such documents as are necessary or appropriate
to enable the Servicer or any Subservicer to carry out their servicing and
administrative duties hereunder, and the Trustee hereby grants to the Servicer,
and this Agreement shall constitute, a power of attorney to carry out such
duties including a power of attorney to take title to Mortgaged Properties after
foreclosure on behalf of the Trustee and in the name of the Trust. The Trustee
shall execute any power of attorney furnished to it by the Servicer in favor of
the Servicer for the purposes described herein to the extent necessary or
desirable to enable the Servicer to perform its duties hereunder. The Trustee
shall not be liable for the actions of the Servicer or any Subservicers under
such powers of attorney.

            (b) Subject to Section 3.09(b), in accordance with the standards of
the preceding paragraph, the Servicer shall advance or cause to be advanced
funds as necessary for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09(b), and further as provided in Section 3.11.
Any cost incurred by the Servicer or by Subservicers in effecting the timely
payment of taxes and assessments on a Mortgaged Property shall not be added to
the unpaid principal balance of the related Mortgage Loan, notwithstanding that
the terms of such Mortgage Loan so permit.

            (c) Notwithstanding anything in this Agreement to the contrary, the
Servicer may not make any future advances with respect to a Mortgage Loan
(except as provided in Section 4.01) and the Servicer shall not (i) permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, reduce or increase the principal balance (except for reductions
resulting from actual payments of principal) or change the final maturity date
on such Mortgage Loan (except for (A) a reduction of interest or principal
payments resulting from the application of the Servicemembers Civil Relief Act
or any similar state statutes or (B) as provided in Section 3.07, if the
Mortgagor is in default with respect to the Mortgage Loan or such default is, in
the judgment of the Servicer, reasonably foreseeable) or (ii) permit any
modification, waiver or amendment of any term of any Mortgage Loan that would
both (A) effect an exchange or reissuance of such Mortgage Loan under Section
1001 of the Code (or final, temporary or proposed Treasury regulations
promulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as a
REMIC under the Code or the imposition of any tax on "prohibited transactions"
or "contributions after the start-up day" under the REMIC Provisions, or (iii)
except as provided in Section 3.07(a), waive any Prepayment Premiums.

            (d) The Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Servicer
from the responsibilities or liabilities arising under this Agreement.

            Section 3.02 Subservicing Agreements between the Servicer and
Subservicers.

            (a) The Servicer may enter into subservicing agreements with
subservicers (each, a "Subservicer"), for the servicing and administration of
the Mortgage Loans ("Subservicing Agreements").

            (b) Each Subservicer shall be (i) authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the
Subservicer to perform its obligations hereunder and under the Subservicing
Agreement, (ii) an institution approved as a mortgage loan originator by the
Federal Housing Administration or an institution that has deposit accounts
insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage
servicer. Each Subservicing Agreement must impose on the Subservicer
requirements conforming to the provisions set forth in Section 3.08 and provide
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Servicer will examine each Subservicing Agreement and will be familiar with
the terms thereof. The terms of any Subservicing Agreement will not be
inconsistent with any of the provisions of this Agreement. The Servicer and the
respective Subservicers may enter into and make amendments to the Subservicing
Agreements or enter into different forms of Subservicing Agreements; provided,
however, that any such amendments or different forms shall be consistent with
and not violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Trustee, without the consent of
the Trustee. Any variation without the consent of the Trustee from the
provisions set forth in Section 3.08 relating to insurance or priority
requirements of Subservicing Accounts, or credits and charges to the
Subservicing Accounts or the timing and amount of remittances by the
Subservicers to the Servicer, are conclusively deemed to be inconsistent with
this Agreement and therefore prohibited. The Servicer shall deliver to the
Trustee and the Depositor copies of all Subservicing Agreements, and any
amendments or modifications thereof, promptly upon the Servicer's execution and
delivery of such instruments.

            (c) As part of its servicing activities hereunder, the Servicer
(except as otherwise provided in the last sentence of this paragraph), for the
benefit of the Trustee, shall enforce the obligations of each Subservicer under
the related Subservicing Agreement, including, without limitation, any
obligation to make advances in respect of delinquent payments as required by a
Subservicing Agreement. Such enforcement, including, without limitation, the
legal prosecution of claims, termination of Subservicing Agreements, and the
pursuit of other appropriate remedies, shall be in such form and carried out to
such an extent and at such time as the Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Servicer shall pay the costs of such enforcement at its own expense, and shall
be reimbursed therefor only (i) from a general recovery resulting from such
enforcement, to the extent, if any, that such recovery exceeds all amounts due
in respect of the related Mortgage Loans or (ii) from a specific recovery of
costs, expenses or attorneys' fees against the party against whom such
enforcement is directed.

            Section 3.03 Successor Subservicers. The Servicer shall be entitled
to terminate any Subservicing Agreement and the rights and obligations of any
Subservicer pursuant to any Subservicing Agreement in accordance with the terms
and conditions of such Subservicing Agreement. In the event of termination of
any Subservicer, all servicing obligations of such Subservicer shall be assumed
simultaneously by the Servicer without any act or deed on the part of such
Subservicer or the Servicer, and the Servicer either shall service directly the
Mortgage Loans or shall enter into a Subservicing Agreement with a successor
Subservicer which qualifies under Section 3.02.

            Any Subservicing Agreement shall include the provision that such
agreement may be immediately terminated by the Depositor or the Trustee without
fee, in accordance with the terms of this Agreement, in the event that the
Servicer which is a party to the related Subservicing Agreement shall, for any
reason, no longer be the Servicer (including termination due to an Event of
Default).

            Section 3.04 Liability of the Servicer. Notwithstanding any
Subservicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a Subservicer or reference
to actions taken through a Subservicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering such Mortgage Loans. The
Servicer shall be entitled to enter into any agreement with a Subservicer for
indemnification of the Servicer by such Subservicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.

            Section 3.05 No Contractual Relationship between Subservicers and
the Trustee. Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee (or any successor to the Servicer) shall not be
deemed a party thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.06.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.

            Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee. In the event the Servicer at any time shall for any reason no longer be
the Servicer (including by reason of the occurrence of an Event of Default), the
Trustee, or its designee, or the successor Servicer if the successor Servicer is
not the Trustee, shall thereupon assume all of the rights and obligations of the
Servicer under each Subservicing Agreement that the Servicer may have entered
into, with copies thereof provided to the Trustee prior to the Trustee assuming
such rights and obligations, unless the Trustee elects to terminate any
Subservicing Agreement in accordance with its terms as provided in Section 3.03.

            Upon such assumption, the Trustee, its designee or the successor
servicer shall be deemed, subject to Section 3.03, to have assumed all of the
Servicer's interest therein and to have replaced the Servicer as a party to each
Subservicing Agreement to the same extent as if each Subservicing Agreement had
been assigned to the assuming party, except that (i) the Servicer shall not
thereby be relieved of any liability or obligations under any Subservicing
Agreement that arose before it ceased to be the Servicer and (ii) none of the
Depositor, the Trustee, their designees or any successor Servicer shall be
deemed to have assumed any liability or obligation of the Servicer that arose
before it ceased to be the Servicer.

            The Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to each
Subservicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the
Subservicing Agreements to the assuming party.

            Section 3.07 Collection of Certain Mortgage Loan Payments. (a) The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable Insurance Policies, follow such collection procedures as it
would follow with respect to mortgage loans comparable to the Mortgage Loans and
held for its own account. Consistent with the foregoing and Accepted Servicing
Practices, the Servicer may (i) waive any late payment charge or, if applicable,
any penalty interest, or (ii) extend the Due Dates for the Scheduled Payments
due on a Mortgage Note for a period of not greater than 180 days; provided, that
any extension pursuant to clause (ii) above shall not affect the amortization
schedule of any Mortgage Loan for purposes of any computation hereunder, except
as provided below. In the event of any such arrangement pursuant to clause (ii)
above, the Servicer shall make timely advances on such Mortgage Loan during such
extension pursuant to Section 4.01 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements, subject to Section 4.01(d) pursuant to which the Servicer shall
not be required to make any such advances that are Nonrecoverable P&I Advances.
Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or in the judgment of the Servicer, such default is reasonably foreseeable, the
Servicer, consistent with the standards set forth in Section 3.01, may also
waive, modify or vary any term of such Mortgage Loan (including modifications
that would change the Mortgage Interest Rate, forgive the payment of principal
or interest, extend the final maturity date of such Mortgage Loan or waive, in
whole or in part, a Prepayment Premium), accept payment from the related
Mortgagor of an amount less than the Stated Principal Balance in final
satisfaction of such Mortgage Loan, or consent to the postponement of strict
compliance with any such term or otherwise grant indulgence to any Mortgagor
(any and all such waivers, modifications, variances, forgiveness of principal or
interest, postponements, or indulgences collectively referred to herein as
"Forbearance"); provided, however, that the Servicer's approval of a
modification of a Due Date shall not be considered a modification for purposes
of this sentence; provided, further, that the final maturity date of any
Mortgage Loan may not be extended beyond the Final Scheduled Distribution Date
for the LIBOR Certificates. The Servicer's analysis supporting any Forbearance
and the conclusion that any Forbearance meets the standards of Section 3.01
shall be reflected in writing in the Servicing File or on the Servicer's
servicing records. In addition, notwithstanding the foregoing, the Servicer may
also waive (or permit a Subservicer to waive), in whole or in part, a Prepayment
Premium if such waiver would, in the Servicer's judgment, maximize recoveries on
the related Mortgage Loan or if such Prepayment Premium is (i) not permitted to
be collected by applicable law, or the collection of the Prepayment Premium
would be considered "predatory" pursuant to written guidance published by any
applicable federal, state or local regulatory authority having jurisdiction over
such matters, or (ii) the enforceability of such Prepayment Premium is limited
(x) by bankruptcy, insolvency, moratorium, receivership or other similar laws
relating to creditors' rights or (y) due to acceleration in connection with a
foreclosure or other involuntary payment. If a Prepayment Premium is waived
other than as permitted in this Section 3.07(a), then the Servicer is required
to pay the amount of such waived Prepayment Premium, for the benefit of the
Holders of the Class P Certificates, by depositing such amount into the
Collection Account together with and at the time that the amount prepaid on the
related Mortgage Loan is required to be deposited into the Collection Account;
provided, however, that the Servicer shall not have an obligation to pay the
amount of any uncollected Prepayment Premium if the failure to collect such
amount is the direct result of inaccurate or incomplete information on the
Mortgage Loan Schedule in effect at such time.

            (b) The Servicer shall give notice to the Trustee, each Rating
Agency and the Depositor of any proposed change of the location of the
Collection Account within a reasonable period of time prior to any change
thereof.

            Section 3.08 Subservicing Accounts. In those cases where a
Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,
the Subservicer will be required to establish and maintain one or more accounts
(collectively, the "Subservicing Account"). The Subservicing Account shall be an
Eligible Account and shall otherwise be acceptable to the Servicer. The
Subservicer shall deposit in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Subservicer's
receipt thereof, all proceeds of Mortgage Loans received by the Subservicer less
its servicing compensation to the extent permitted by the Subservicing
Agreement, and shall thereafter deposit such amounts in the Subservicing
Account, in no event more than two Business Days after the deposit of such funds
into the clearing account. The Subservicer shall thereafter deposit such
proceeds in the Collection Account of the Servicer or remit such proceeds to the
Servicer for deposit in the Collection Account of the Servicer not later than
two Business Days after the deposit of such amounts in the Subservicing Account.
For purposes of this Agreement, the Servicer shall be deemed to have received
payments on the Mortgage Loans when the Subservicer receives such payments.

            Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) The Servicer shall ensure that each of the Mortgage Loans
shall be covered by a paid-in-full, life-of-the-loan tax service contract in
effect with respect to each Mortgage Loan (each, a "Tax Service Contract")
serviced by the Servicer. Each Tax Service Contract shall be assigned to the
Trustee, or its designee, at the Servicer's expense in the event that the
Servicer is terminated as Servicer of the Mortgage Loan.

            (b) To the extent that the services described in this paragraph (b)
are not otherwise provided pursuant to the Tax Service Contracts described in
paragraph (a) hereof, the Servicer undertakes to perform such functions with
respect to the Mortgage Loans serviced by the Servicer. To the extent the
related Mortgage Loan provides for Escrow Payments, the Servicer shall establish
and maintain, or cause to be established and maintained, one or more accounts
(the "Escrow Accounts"), which shall be Eligible Accounts. The Servicer shall
deposit in the clearing account (which account must be an Eligible Account) in
which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a daily basis, and in
no event more than one Business Day after the Servicer's receipt thereof, all
collections from the Mortgagors (or related advances from Subservicers) for the
payment of taxes, assessments, hazard insurance premiums and comparable items
for the account of the Mortgagors ("Escrow Payments") collected on account of
the Mortgage Loans and shall thereafter deposit such Escrow Payments in the
Escrow Accounts, in no event more than two Business Days after the deposit of
such funds in the clearing account, for the purpose of effecting the payment of
any such items as required under the terms of this Agreement. Withdrawals of
amounts from an Escrow Account may be made only to (i) effect payment of taxes,
assessments, fire and hazard insurance premiums, condominium charges and
comparable items; (ii) reimburse the Servicer (or a Subservicer to the extent
provided in the related Subservicing Agreement) out of related collections for
any advances made pursuant to Section 3.01(b) (with respect to taxes and
assessments) and Section 3.13(a) (with respect to hazard insurance); (iii)
refund to Mortgagors any sums as may be determined to be overages; (iv) apply to
the restoration or repair of the Mortgaged Property in accordance with Section
3.13(a); (v) transfer to the Collection Account and application to reduce the
principal balance of the Mortgage Loan in accordance with the terms of the
related Mortgage and Mortgage Note; (vi) pay interest to the Servicer and, if
required and as described below, to Mortgagors on balances in the Escrow
Account; (vii) clear and terminate the Escrow Account at the termination of the
Servicer's obligations and responsibilities in respect of the related Mortgage
Loans under this Agreement; or (viii) recover amounts deposited in error or for
which amounts previously deposited are returned due to a "not sufficient funds"
or other denial of payment by the related Mortgagor's banking institution. As
part of its servicing duties, the Servicer or Subservicers shall pay to the
Mortgagors interest on funds in Escrow Accounts, to the extent required by law
and, to the extent that interest earned on funds in the Escrow Accounts is
insufficient, to pay such interest from its or their own funds, without any
reimbursement therefor. To the extent that a Mortgage Loan does not provide for
Escrow Payments, the Servicer shall use commercially reasonable efforts
consistent with Accepted Servicing Practices to determine whether any such
payments are made by the Mortgagor in a manner and at a time that avoids the
loss of the Mortgaged Property due to a tax sale or the foreclosure as a result
of a tax lien. The Servicer assumes full responsibility for the payment of all
such bills within such time and shall effect payments of all such bills
irrespective of the Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments and shall make advances from its own funds to
effect such payments; provided, however, that such advances are deemed to be
Servicing Advances.

            Section 3.10 Collection Accounts. (a) On behalf of the Trustee, the
Servicer shall establish and maintain, or cause to be established and
maintained, one or more segregated Eligible Accounts (each such account or
accounts, a "Collection Account"), held in trust for the benefit of the Trustee.
Funds in the Collection Account shall not be commingled with any other funds of
the Servicer. On behalf of the Trustee, the Servicer shall deposit or cause to
be deposited in the clearing account (which account must be an Eligible Account)
in which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a daily basis, and in
no event more than one Business Day after the Servicer's receipt thereof, and
shall thereafter deposit in the Collection Account, in no event more than two
Business Days after the deposit of such funds into the clearing account, as and
when received or as otherwise required hereunder, the following payments and
collections received or made by it subsequent to the Cut-off Date (other than in
respect of principal or interest on the related Mortgage Loans due on or before
the Cut-off Date), or payments (other than Principal Prepayments) received by it
on or prior to the Cut-off Date but allocable to a Due Period subsequent
thereto:

            (i) all payments on account of principal, including Principal
      Prepayments, on the Mortgage Loans;

            (ii) all payments on account of interest (net of the related
      Servicing Fee) on each Mortgage Loan;

            (iii) all Insurance Proceeds and Condemnation Proceeds (to the
      extent such Insurance Proceeds and Condemnation Proceeds are not to be
      applied to the restoration of the related Mortgaged Property or released
      to the related Mortgagor in accordance with the express requirements of
      law or in accordance with prudent and customary servicing practices) and
      all Liquidation Proceeds;

            (iv) any amounts required to be deposited pursuant to Section
      3.12(b) in connection with any losses realized on Permitted Investments
      with respect to funds held in the Collection Account;

            (v) any amounts required to be deposited by the Servicer pursuant to
      the second paragraph of Section 3.13(a) in respect of any blanket policy
      deductibles;

            (vi) all proceeds of any Mortgage Loan repurchased or purchased in
      accordance with this Agreement and any Substitution Adjustment Amount; and

            (vii) all Prepayment Premiums collected by the Servicer.

            The foregoing requirements for deposit in the Collection Accounts
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges, NSF
fees, reconveyance fees, assumption fees and other similar fees and charges need
not be deposited by the Servicer in the Collection Account and shall, upon
collection, belong to the Servicer as additional compensation for its servicing
activities. In the event the Servicer shall deposit in the Collection Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from its Collection Account, any provision herein to the contrary
notwithstanding.

            (b) Funds in the Collection Accounts may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The
Servicer shall give notice to the Trustee and the Depositor of the location of
the Collection Account maintained by it when established and prior to any change
thereof.

            Section 3.11 Withdrawals from the Collection Account. (a) The
Servicer shall, from time to time, make withdrawals from the Collection Account
for any of the following purposes or as described in Section 4.01:

            (i) on or prior to the Remittance Date, to remit to the Trustee (A)
      the Trustee Fee with respect to such Distribution Date and (B) all
      Available Funds in respect of the related Distribution Date together with
      all amounts representing Prepayment Premiums from the Mortgage Loans
      received during the related Prepayment Period;

            (ii) to reimburse the Servicer for P&I Advances, but only to the
      extent of amounts received which represent Late Collections (net of the
      related Servicing Fees) of Scheduled Payments on Mortgage Loans with
      respect to which such P&I Advances were made in accordance with the
      provisions of Section 4.01;

            (iii) to pay the Servicer or any Subservicer (A) any unpaid
      Servicing Fees or (B) any unreimbursed Servicing Advances with respect to
      each Mortgage Loan serviced by the Servicer, but only to the extent of any
      Late Collections, Liquidation Proceeds, Condemnation Proceeds, Insurance
      Proceeds or other amounts as may be collected by the Servicer from a
      Mortgagor, or otherwise received with respect to such Mortgage Loan (or
      the related REO Property);

            (iv) to pay to the Servicer as servicing compensation (in addition
      to the Servicing Fee) on the Remittance Date any interest or investment
      income earned on funds deposited in its Collection Account;

            (v) to pay the Purchaser, the Depositor or the Responsible Party, as
      applicable, with respect to each Mortgage Loan that has previously been
      repurchased or replaced pursuant to this Agreement all amounts received
      thereon subsequent to the date of purchase or substitution, as the case
      may be;

            (vi) to reimburse the Servicer for (A) any P&I Advance or Servicing
      Advance previously made which the Servicer has determined to be a
      Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance in
      accordance with the provisions of Section 4.01 and (B) any unpaid
      Servicing Fees to the extent not recoverable from Liquidation Proceeds,
      Insurance Proceeds or other amounts received with respect to the related
      Mortgage Loan under Section 3.11(a)(iii);

            (vii) to pay to the Servicer any unpaid Servicing Fees upon
      termination of the obligations of the Servicer;

            (viii) to pay, or to reimburse the Servicer for advances in respect
      of, expenses incurred in connection with any Mortgage Loan serviced by the
      Servicer pursuant to Section 3.15;

            (ix) to reimburse the Servicer, the Depositor or the Trustee for
      expenses incurred by or reimbursable to the Servicer, the Depositor or the
      Trustee, as the case may be, pursuant to Section 6.03, Section 7.02 or
      Section 8.05;

            (x) to reimburse the Servicer or the Trustee, as the case may be,
      for expenses reasonably incurred in respect of the breach or defect giving
      rise to the repurchase obligation as described in Section 2.03 of this
      Agreement that were included in the Repurchase Price of the Mortgage Loan,
      including any expenses arising out of the enforcement of the repurchase
      obligation, to the extent not otherwise paid pursuant to the terms hereof;

            (xi) to withdraw any amounts deposited in the Collection Account in
      error or for which amounts previously deposited are returned due to a "not
      sufficient funds" or other denial of payment by the related Mortgagor's
      banking institution;

            (xii) to withdraw any amounts held in the Collection Account and not
      required to be remitted to the Trustee on the Remittance Date occurring in
      the month in which such amounts are deposited into the Collection Account,
      to reimburse the Servicer for unreimbursed P&I Advances;

            (xiii) to invest funds in Permitted Investments in accordance with
      Section 3.12;

            (xiv) to recover any amounts deposited in error; and

            (xv) to clear and terminate the Collection Account upon termination
      of this Agreement.

            To the extent that the Servicer does not timely make the remittance
referred to in clause (i) above, the Servicer shall pay the Trustee for the
account of the Trustee interest on any amount not timely remitted at the prime
rate, from and including the applicable Remittance Date to but excluding the
date such remittance is actually made.

            (b) The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from its Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (a)(ii), (iii), (iv), (v), (vi), (viii), (ix) and (x)
above. The Servicer shall provide written notification to the Depositor, on or
prior to the next succeeding Remittance Date, upon making any withdrawals from
the Collection Account pursuant to subclause (a)(vi) above.

            Section 3.12 Investment of Funds in the Collection Accounts and the
Distribution Account (a) The Servicer may invest the funds in the Collection
Account and the Trustee may invest funds in the Distribution Account during the
Trustee Float Period, and shall (except during the Trustee Float Period), invest
such funds in the Distribution Account at the direction of the Depositor (for
purposes of this Section 3.12, each of the Collection Accounts and the
Distribution Accounts are referred to as an "Investment Account"), in one or
more Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, no later than the Business Day on which such funds are
required to be withdrawn from such account pursuant to this Agreement (except
for investments made at the Depositor's direction, which shall mature no later
than the Business Day immediately preceding the date of required withdrawal).
All such Permitted Investments shall be held to maturity, unless payable on
demand. Any investment of funds in an Investment Account shall be made in the
name of the Trustee. The Trustee shall be entitled to sole possession (except
with respect to investment direction of funds held in the related Account and
any income and gain realized thereon in any Account other than the Distribution
Account during the Trustee Float Period) over each such investment, and any
certificate or other instrument evidencing any such investment shall be
delivered directly to the Trustee or its agent, together with any document of
transfer necessary to transfer title to such investment to the Trustee. In the
event amounts on deposit in an Investment Account are at any time invested in a
Permitted Investment payable on demand, the Trustee may:

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

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

            (b) All income and gain realized from the investment of funds
deposited in the Collection Account and Escrow Account held by or on behalf of
the Servicer, shall be for the benefit of the Servicer and shall be subject to
its withdrawal in the manner set forth in Section 3.11. Any other benefit
derived from the Collection Account and Escrow Account associated with the
receipt, disbursement and accumulation of principal, interest, taxes, hazard
insurance, mortgage blanket insurance, and like sources, shall accrue to the
benefit of the Servicer, except that the Servicer shall not realize any economic
benefit from any forced charging of services except as permitted by applicable
law. The Servicer shall deposit in the Collection Account and Escrow Account the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such accounts immediately upon realization of such
loss.

            (c) All income and gain realized from the investment of funds
deposited in the Distribution Account held by the Trustee, shall be for the
benefit of the Depositor (except for any income or gain realized from the
investment of funds on deposit in the Distribution Account during the Trustee
Float Period, which shall be for the benefit of the Trustee). The Depositor
shall deposit in the Distribution Account (except with respect to the Trustee
Float Period, in which case the Trustee shall so deposit) the amount of any loss
of principal incurred in respect of any such Permitted Investment made with
funds in such accounts immediately upon realization of such loss.

            (d) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee shall take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings.

            (e) The Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Trustee's economic
self-interest for (i) serving as investment adviser, administrator, shareholder
or servicing agent with respect to certain of the Permitted Investments, (ii)
using Affiliates to effect transactions in certain Permitted Investments and
(iii) effecting transactions in certain Permitted Investments.

            (f) The Trustee shall not be liable for the amount of any loss
incurred with respect of any investment (except that during the Trustee Float
Period, it will be responsible for reimbursing the Trust for such loss) or lack
of investment of funds held in any Investment Account or the Distribution
Account if made in accordance with this Section 3.12.

            Section 3.13 Maintenance of Hazard Insurance, Errors and Omissions
and Fidelity Coverage (a) The Servicer shall cause to be maintained for each
Mortgage Loan serviced by the Servicer fire insurance with extended coverage on
the related Mortgaged Property in an amount which is at least equal to the least
of (i) the outstanding principal balance of such Mortgage Loan, (ii) the amount
necessary to fully compensate for any damage or loss to the improvements that
are a part of such property on a replacement cost basis, (iii) the maximum
insurable value of the improvements which are a part of such Mortgaged Property,
and (iv) the amount determined by applicable federal or state law, in each case
in an amount not less than such amount as is necessary to avoid the application
of any coinsurance clause contained in the related hazard insurance policy. The
Servicer shall also cause to be maintained fire insurance with extended coverage
on each REO Property serviced by the Servicer in an amount which is at least
equal to the lesser of (i) the maximum insurable value of the improvements which
are a part of such property and (ii) the outstanding principal balance of the
related Mortgage Loan at the time it became an REO Property, plus accrued
interest at the Mortgage Interest Rate and related Servicing Advances. The
Servicer will comply in the performance of this Agreement with all reasonable
rules and requirements of each insurer under any such hazard policies. Any
amounts to be collected by the Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the property subject to
the related Mortgage or amounts to be released to the Mortgagor in accordance
with the procedures that the Servicer would follow in servicing loans held for
its own account, subject to the terms and conditions of the related Mortgage and
Mortgage Note) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.11. If the Mortgagor fails to provide Mortgage
Loan hazard insurance coverage after thirty (30) days of the Servicer's written
notification, the Servicer shall put in place such hazard insurance coverage on
the Mortgagor's behalf. Any out-of-pocket expense or advance made by the
Servicer on such force placed hazard insurance coverage shall be deemed a
Servicing Advance. Any cost incurred by the Servicer in maintaining any such
insurance shall not, for the purpose of calculating distributions to the
Trustee, be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit. It is understood
and agreed that no earthquake or other additional insurance is to be required of
any Mortgagor other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance. If
the Mortgaged Property or REO Property is at any time in an area identified in
the Federal Register by the Federal Emergency Management Agency as having
special flood hazards and flood insurance has been made available, the Servicer
will cause to be maintained a flood insurance policy in respect thereof. Such
flood insurance shall be in an amount equal to the lesser of (i) the minimum
amount required, under the terms of coverage, to compensate for any damage or
loss on a replacement cost basis (or the unpaid principal balance of the related
Mortgage Loan if replacement cost coverage is not available for the type of
building insured) and (ii) the maximum amount of insurance which is available
under the Flood Disaster Protection Act of 1973, as amended. If at any time
during the term of the Mortgage Loan, the Servicer determines in accordance with
applicable law and pursuant to the Federal Emergency Management Agency Guides
that a Mortgaged Property is located in a special flood hazard area and is not
covered by flood insurance or is covered in an amount less than the amount
required by the Flood Disaster Protection Act of 1973, as amended, the Servicer
shall notify the related Mortgagor to obtain such flood insurance coverage, and
if said Mortgagor fails to obtain the required flood insurance coverage within
forty-five (45) days after such notification, the Servicer shall immediately
force place the required flood insurance on the Mortgagor's behalf. Any
out-of-pocket expense or advance made by the Servicer on such force placed flood
insurance coverage shall be deemed a Servicing Advance.

            In the event that the Servicer shall obtain and maintain a blanket
policy with an insurer either (i) acceptable to Fannie Mae or Freddie Mac, or
(ii) having a General Policy Rating of A:12 or better in Best's (or such other
rating that is comparable to such rating) insuring against hazard losses on all
of the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first two sentences of this Section 3.13, it
being understood and agreed that such policy may contain a deductible clause, in
which case the Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy complying
with the first two sentences of this Section 3.13, and there shall have been one
or more losses which would have been covered by such policy, deposit to the
Collection Account from its own funds the amount not otherwise payable under the
blanket policy because of such deductible clause. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of itself, the Trustee claims under any
such blanket policy in a timely fashion in accordance with the terms of such
policy.

            (b) The Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of the Servicer's obligations under this Agreement,
which policy or policies shall be in such form and amount that would meet the
requirements of Fannie Mae or Freddie Mac if it were the purchaser of the
Mortgage Loans, unless the Servicer has obtained a waiver of such requirements
from Fannie Mae or Freddie Mac. The Servicer shall also maintain a fidelity bond
in the form and amount that would meet the requirements of Fannie Mae or Freddie
Mac, unless the Servicer has obtained a waiver of such requirements from Fannie
Mae or Freddie Mac. The Servicer shall provide the Trustee upon request with
copies of any such insurance policies and fidelity bond. The Servicer shall be
deemed to have complied with this provision if an Affiliate of the Servicer has
such errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends to
the Servicer. Any such errors and omissions policy and fidelity bond shall by
its terms not be cancelable without thirty days' prior written notice to the
Trustee. The Servicer shall also cause each Subservicer to maintain a policy of
insurance covering errors and omissions and a fidelity bond which would meet
such requirements.

            Section 3.14 Enforcement of Due-on-Sale Clauses; Assumption
Agreements. The Servicer will, to the extent it has knowledge of any conveyance
or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause, if any, applicable thereto; provided, however, that the
Servicer shall not be required to take such action if, in its sole business
judgment, the Servicer believes it is not in the best interests of the Trust
Fund and shall not exercise any such rights if prohibited by law from doing so.
If the Servicer reasonably believes it is unable under applicable law to enforce
such "due-on-sale" clause or if any of the other conditions set forth in the
proviso to the preceding sentence apply, the Servicer will enter into an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note, and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. The Servicer is also
authorized to enter into a substitution of liability agreement with such person,
pursuant to which the original Mortgagor is released from liability and such
person is substituted as the Mortgagor and becomes liable under the Mortgage
Note; provided, that no such substitution shall be effective unless such person
satisfies the underwriting criteria of the Servicer and such substitution is in
the best interest of the Certificateholders as determined by the Servicer. In
connection with any assumption, modification or substitution, the Servicer shall
apply such underwriting standards and follow such practices and procedures as
shall be normal and usual in its general mortgage servicing activities and as it
applies to other mortgage loans owned solely by it. The Servicer shall not take
or enter into any assumption and modification agreement, however, unless (to the
extent practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable hazard insurance
policy, or a new policy meeting the requirements of this Section is obtained.
Any fee collected by the Servicer in respect of an assumption or substitution of
liability agreement will be retained by the Servicer as additional servicing
compensation. In connection with any such assumption, no material term of the
Mortgage Note (including but not limited to the related Mortgage Interest Rate
and the amount of the Scheduled Payment) may be amended or modified, except as
otherwise required pursuant to the terms thereof. The Servicer shall notify the
Trustee that any such substitution, modification or assumption agreement has
been completed by forwarding to the Trustee the executed original of such
substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.

            Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatsoever. For purposes of this Section 3.14, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.

            Section 3.15 Realization upon Defaulted Mortgage Loans. The Servicer
shall use its best efforts, consistent with Accepted Servicing Practices, to
foreclose upon or otherwise comparably convert (which may include an acquisition
of REO Property) the ownership of properties securing such of the Mortgage Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07, and which are not released from this Agreement pursuant to any
other provision hereof. The Servicer shall use reasonable efforts to realize
upon such defaulted Mortgage Loans in such manner as will maximize the receipt
of principal and interest by the Trustee, taking into account, among other
things, the timing of foreclosure proceedings. The foregoing is subject to the
provisions that, in any case in which a Mortgaged Property shall have suffered
damage from an uninsured cause, the Servicer shall not be required to expend its
own funds toward the restoration of such property unless it shall determine in
its sole discretion (i) that such restoration will increase the net proceeds of
liquidation of the related Mortgage Loan to the Trustee, after reimbursement to
itself for such expenses, and (ii) that such expenses will be recoverable by the
Servicer through Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds from the related Mortgaged Property, as contemplated in Section 3.11.
The Servicer shall be responsible for all other costs and expenses incurred by
it in any such proceedings; provided, however, that it shall be entitled to
reimbursement thereof from the related property, as contemplated in Section
3.11.

            The proceeds of any Liquidation Event or REO Disposition, as well as
any recovery resulting from a partial collection of Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds or any income from an REO
Property, will be applied in the following order of priority: first, to
reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
Advances, pursuant to Section 3.11 or 3.17; second, to reimburse the Servicer
for any related unreimbursed P&I Advances, pursuant to Section 3.11; third, to
accrued and unpaid interest on the Mortgage Loan or REO Imputed Interest, at the
Mortgage Interest Rate, to the date of the liquidation or REO Disposition, or to
the Due Date prior to the Remittance Date on which such amounts are to be
distributed if not in connection with a Liquidation Event or REO Disposition;
and fourth, as a recovery of principal of the Mortgage Loan. If the amount of
the recovery so allocated to interest is less than a full recovery thereof, that
amount will be allocated as follows: first, to unpaid Servicing Fees; and
second, as interest at the Mortgage Interest Rate (net of the Servicing Fee
Rate). The portion of the recovery so allocated to unpaid Servicing Fees shall
be reimbursed to the Servicer or any Subservicer pursuant to Section 3.11 or
3.17. The portions of the recovery so allocated to interest at the Mortgage
Interest Rate (net of the Servicing Fee Rate) and to principal of the Mortgage
Loan shall be applied as follows: first, to reimburse the Servicer or any
Subservicer for any related unreimbursed Servicing Advances in accordance with
Section 3.11 or 3.17, and second, to the Trustee in accordance with the
provisions of Section 4.02, subject to the last paragraph of Section 3.17 with
respect to certain excess recoveries from an REO Disposition.

            Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in
the event the Servicer has received actual notice of, or has actual knowledge of
the presence of, hazardous or toxic substances or wastes on the related
Mortgaged Property, or if the Trustee otherwise requests, the Servicer shall
cause an environmental inspection or review of such Mortgaged Property to be
conducted by a qualified inspector. Upon completion of the inspection, the
Servicer shall promptly provide the Trustee and the Depositor, with a written
report of the environmental inspection.

            After reviewing the environmental inspection report, the Servicer
shall determine consistent with Accepted Servicing Practices how to proceed with
respect to the Mortgaged Property. In the event (a) the environmental inspection
report indicates that the Mortgaged Property is contaminated by hazardous or
toxic substances or wastes and (b) the Servicer determines, consistent with
Accepted Servicing Practices, to proceed with foreclosure or acceptance of a
deed in lieu of foreclosure, the Servicer shall be reimbursed for all reasonable
costs associated with such foreclosure or acceptance of a deed in lieu of
foreclosure and any related environmental clean-up costs, as applicable, from
the related Liquidation Proceeds, or if the Liquidation Proceeds are
insufficient to fully reimburse the Servicer, the Servicer shall be entitled to
be reimbursed from amounts in the Collection Account pursuant to Section 3.11.
In the event the Servicer determines not to proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed
from general collections for all Servicing Advances made with respect to the
related Mortgaged Property from the Collection Account pursuant to Section 3.11.
The Trustee shall not be responsible for any determination made by the Servicer
pursuant to this paragraph or otherwise.

            Section 3.16 Release of Mortgage Files. (a) Upon the payment in full
of any Mortgage Loan, or the receipt by the Servicer of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Servicer will, within five (5) Business Days of the payment in full, notify the
Trustee by a certification (which certification shall include a statement to the
effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account pursuant to
Section 3.10 have been or will be so deposited) of a Servicing Officer and shall
request delivery to it of the Custodial File by completing a Request for Release
to the Trustee. Upon receipt of such certification and Request for Release, the
Trustee shall promptly release the related Custodial File to the Servicer within
three (3) Business Days. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Collection
Account.

            (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee shall, upon
request of the Servicer and delivery to the Trustee of a Request for Release,
release the related Custodial File to the Servicer, and the Trustee shall, at
the direction of the Servicer, execute such documents provided to it as shall be
necessary to the prosecution of any such proceedings and the Servicer shall
retain the Mortgage File in trust for the benefit of the Trustee. Such Request
for Release shall obligate the Servicer to return each and every document
previously requested from the Custodial File to the Trustee when the need
therefor by the Servicer no longer exists, unless the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Collection Account or the Mortgage File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Servicer has delivered to the Trustee a certificate of a
Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes of
such delivery. Upon receipt of a certificate of a Servicing Officer stating that
such Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation that are required to be deposited
into the Collection Account have been so deposited, or that such Mortgage Loan
has become an REO Property, a copy of the Request for Release shall be released
by the Trustee to the Servicer or its designee. Upon receipt of a Request for
Release under this Section 3.16, the Trustee shall deliver the related Custodial
File to the requesting Servicer by regular mail, unless the Servicer requests
that the Trustee deliver such Custodial File to the Servicer by overnight
courier (in which case such delivery shall be at the Servicer's expense);
provided, however, that in the event the Servicer has not previously received
copies of the relevant Mortgage Loan Documents necessary to service the related
Mortgage Loan in accordance with Accepted Servicing Practices, the Depositor
shall use reasonable efforts to cause the Responsible Party to reimburse the
Servicer for any overnight courier charges incurred for the requested Custodial
Files.

            Upon written certification of a Servicing Officer, the Trustee shall
execute and deliver to the Servicer copies of any court pleadings, requests for
trustee's sale or other documents reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity, or shall exercise and deliver to the Servicer a power of attorney
sufficient to authorize the Servicer to execute such documents on its behalf.
Each such certification shall include a request that such pleadings or documents
be executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

            Section 3.17 Title, Conservation and Disposition of REO Property.
(a) This Section shall apply only to REO Properties acquired for the account of
the Trustee and shall not apply to any REO Property relating to a Mortgage Loan
which was purchased or repurchased from the Trustee pursuant to any provision
hereof. In the event that title to any such REO Property is acquired, the
Servicer shall cause the deed or certificate of sale to be issued in the name of
the Trustee, on behalf of the Certificateholders, or the Trustee's nominee.

            (b) The Servicer shall manage, conserve, protect and operate each
REO Property for the Trustee solely for the purpose of its prompt disposition
and sale. The Servicer, either itself or through an agent selected by the
Servicer, shall manage, conserve, protect and operate the REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. The Servicer shall attempt to
sell the same (and may temporarily rent the same for a period not greater than
one year, except as otherwise provided below) on such terms and conditions as
the Servicer deems to be in the best interest of the Trustee.

            (c) The Servicer shall use Accepted Servicing Practices, to dispose
of the REO Property as soon as possible and shall sell such REO Property in any
event within three years after title has been taken to such REO Property, unless
the Servicer determines, and gives an appropriate notice to the Trustee to such
effect, that a longer period is necessary for the orderly liquidation of such
REO Property, so long as such extended period is within the time period
specified in Section 3.17(h). Subject to Section 3.17(h), if a period longer
than three years is permitted under the foregoing sentence and is necessary to
sell any REO Property, the Servicer shall report monthly to the Trustee as to
the progress being made in selling such REO Property. The Trustee has no
obligation with respect to REO Dispositions.

            (d) The Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets and shall deposit such funds in the
Collection Account.

            (e) The Servicer shall deposit net of reimbursement to the Servicer
for any related outstanding Servicing Advances and unpaid Servicing Fees
provided in Section 3.11, or cause to be deposited, on a daily basis in the
Collection Account all revenues received with respect to the related REO
Property and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of the REO Property.

            (f) The Servicer, upon an REO Disposition, shall be entitled to
reimbursement for any related unreimbursed Servicing Advances as well as any
unpaid Servicing Fees from proceeds received in connection with the REO
Disposition, as further provided in Section 3.11.

            (g) Any net proceeds from an REO Disposition which are in excess of
the unpaid principal balance of the related Mortgage Loan plus all unpaid REO
Imputed Interest thereon through the date of the REO Disposition shall be
retained by the Servicer as additional servicing compensation.

            (h) The Servicer shall use Accepted Servicing Practices, to sell, or
cause the Subservicer to sell, in accordance with Accepted Servicing Practices,
any REO Property as soon as possible, but in no event later than the conclusion
of the third calendar year beginning after the year of its acquisition by the
REMIC unless (i) the Servicer applies for an extension of such period from the
Internal Revenue Service pursuant to the REMIC Provisions and Code Section
856(e)(3), in which event such REO Property shall be sold within the applicable
extension period pursuant to the requirements of Section 3.17(c), or (ii) the
Servicer obtains for the Trustee an Opinion of Counsel, addressed to the
Depositor, the Trustee and the Servicer, to the effect that the holding by the
Pooling-Tier REMIC-1 of such REO Property subsequent to such period will not
result in the imposition of taxes on "prohibited transactions" as defined in
Section 860F of the Code or cause any Trust REMIC to fail to qualify as a REMIC
under the REMIC Provisions or comparable provisions of relevant state laws at
any time. The Servicer shall manage, conserve, protect and operate each REO
Property serviced by the Servicer for the Trustee solely for the purpose of its
prompt disposition and sale in a manner which does not cause such REO Property
to fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) or result in the receipt by the Pooling-Tier REMIC-1 of any "income
from non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the
Code or any "net income from foreclosure property" which is subject to taxation
under Section 860G(a)(1) of the Code. Pursuant to its efforts to sell such REO
Property, the Servicer shall either itself or through an agent selected by the
Servicer protect and conserve such REO Property in the same manner and to such
extent as is customary in the locality where such REO Property is located and
may, incident to its conservation and protection of the interests of the Trustee
on behalf of the Certificateholders, rent the same, or any part thereof, as the
Servicer deems to be in the best interest of the Trustee on behalf of the
Certificateholders for the period prior to the sale of such REO Property;
provided, however, that any rent received or accrued with respect to such REO
Property qualifies as "rents from real property" as defined in Section 856(d) of
the Code.

            Section 3.18 Notification of Adjustments. With respect to each
Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Interest
Rate on the related Adjustment Date and shall adjust the Scheduled Payment on
the related mortgage payment adjustment date, if applicable, in compliance with
the requirements of applicable law and the related Mortgage and Mortgage Note.
In the event that an Index becomes unavailable or otherwise unpublished, the
Servicer shall select a comparable alternative index over which it has no direct
control and which is readily verifiable. The Servicer shall execute and deliver
any and all necessary notices required under applicable law and the terms of the
related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and
Scheduled Payment adjustments. The Servicer shall promptly, upon written request
therefor, deliver to the Trustee such notifications and any additional
applicable data regarding such adjustments and the methods used to calculate and
implement such adjustments. Upon the discovery by the Servicer or the receipt of
notice from the Trustee that the Servicer has failed to adjust a Mortgage
Interest Rate or Scheduled Payment in accordance with the terms of the related
Mortgage Note, the Servicer shall deposit in the Collection Account from its own
funds the amount of any interest loss caused as such interest loss occurs.

            Section 3.19 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall provide, or cause the
applicable Subservicer to provide, to the Depositor, the Trustee, the OTS or the
FDIC and the examiners and supervisory agents thereof, access to the
documentation regarding the Mortgage Loans in its possession required by
applicable regulations of the OTS. Such access shall be afforded without charge,
but only upon 15 days' (or, if an Event of Default has occurred and is
continuing, 3 Business Days') prior written request and during normal business
hours at the offices of the Servicer. Nothing in this Section shall derogate
from the obligation of any such party to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors and the failure of any such
party to provide access as provided in this Section as a result of such
obligation shall not constitute a breach of this Section.

            Nothing in this Section 3.19 shall require the Servicer to collect,
create, collate or otherwise generate any information that it does not generate
in its usual course of business. The Servicer shall not be required to make
copies of or to ship documents to any Person who is not a party to this
Agreement, and then only if provisions have been made for the reimbursement of
the costs thereof.

            Section 3.20 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee. The Servicer shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan serviced by the Servicer. All Mortgage
Files and funds collected or held by, or under the control of, the Servicer in
respect of any Mortgage Loans, whether from the collection of principal and
interest payments or from Liquidation Proceeds, including, but not limited to,
any funds on deposit in its Collection Account, shall be held by the Servicer
for and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this Agreement.
The Servicer also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in any Collection Account, the Distribution
Account or any Escrow Account, or any funds that otherwise are or may become due
or payable to the Trustee for the benefit of the Certificateholders, to any
claim, lien, security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Mortgage File or any funds collected on, or in connection with, a
Mortgage Loan, except, however, that the Servicer shall be entitled to set off
against and deduct from any such funds any amounts that are properly due and
payable to the Servicer under this Agreement.

            Section 3.21 Servicing Compensation. (a) As compensation for its
activities hereunder, the Servicer shall, with respect to each Mortgage Loan, be
entitled to retain from deposits to the Collection Account and from Liquidation
Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage
Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of
such amounts retained by any Subservicer). In addition, the Servicer shall be
entitled to recover unpaid Servicing Fees out of related Late Collections and as
otherwise permitted in Section 3.11. The right to receive the Servicing Fee may
not be transferred in whole or in part except as provided in Section 10.07 or in
connection with the transfer of all of the Servicer's responsibilities and
obligations under this Agreement; provided, however, that the Servicer may pay
from the Servicing Fee any amounts due to a Subservicer pursuant to a
Subservicing Agreement entered into under Section 3.02.

            (b) Additional servicing compensation in the form of assumption or
modification fees, late payment charges, NSF fees, reconveyance fees and other
similar fees and charges (other than Prepayment Premiums) shall be retained by
the Servicer only to the extent such fees or charges are received by the
Servicer. The Servicer shall also be entitled pursuant to Section 3.09(b)(vi)
and Section 3.11(a)(iv) to withdraw from the Collection Account, as additional
servicing compensation, interest or other income earned on deposits therein.

            (c) The Servicer shall be required to pay all expenses incurred by
it in connection with its servicing activities hereunder (including payment of
premiums for any blanket policy insuring against hazard losses pursuant to
Section 3.13, servicing compensation of the Subservicer to the extent not
retained by it and the fees and expenses of independent accountants and any
agents appointed by the Servicer), and shall not be entitled to reimbursement
therefor except as specifically provided in Section 3.11.

            Section 3.22 Annual Statement as to Compliance. The Servicer will
deliver or cause to be delivered to the Depositor, the Rating Agencies, and the
Trustee on or before March 15th of each calendar year, commencing in 2006, an
Officer's Certificate stating, as to each signatory thereof, that (i) a review
of the activities of the Servicer during the preceding calendar year and of
performance under this Agreement or a similar agreement has been made under such
officers' supervision, and (ii) to the best of such officers' knowledge, based
on such review, the Servicer has fulfilled all of its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officers and the nature and status thereof. Promptly after receipt of such
Officer's Certificate, the Depositor shall review such Officer's Certificate
and, if applicable, consult with the Servicer as to the nature of any defaults
by the Servicer in the fulfillment of any of the Servicer's obligations. The
obligations of the Servicer under this Section apply to the Servicer that
serviced during the applicable period, whether or not the Servicer is acting as
the Servicer at the time such Officer's Certificate is required to be delivered.

            Section 3.23 Annual Independent Public Accountants' Servicing
Statement; Financial Statements. Not later than March 15th of each calendar year
commencing in 2006, the Servicer, at its expense, shall cause a nationally
recognized firm of independent certified public accountants to furnish to the
Depositor, the Rating Agencies, and the Trustee a report stating that (i) it has
obtained a letter of representation regarding certain matters from the
management of the Servicer which includes an assertion that the Servicer has
complied with certain minimum residential mortgage loan servicing standards,
identified in the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America, with respect to the
servicing of residential mortgage loans during the most recently completed
calendar year and (ii) on the basis of an examination conducted by such firm in
accordance with standards established by the American Institute of Certified
Public Accountants, such representation is fairly stated in all material
respects, subject to such exceptions and other qualifications that may be
appropriate. In rendering its report such firm may rely, as to matters relating
to the direct servicing of residential mortgage loans by Subservicers, upon
comparable reports of firms of independent certified public accountants rendered
on the basis of examinations conducted in accordance with the same standards
(rendered within one year of such report) with respect to those Subservicers.
Promptly after receipt of such report, the Depositor shall review such report
and, if applicable, consult with the Servicer as to the nature of any defaults
by the Servicer in the fulfillment of any of the Servicer's obligations. The
obligations of the Servicer under this Section apply to the Servicer that
serviced during the applicable period, whether or not the Servicer is acting as
the Servicer at the time such report is required to be delivered.

            Section 3.24 Trustee to Act as Servicer. (a) In the event that the
Servicer shall for any reason no longer be the Servicer hereunder (including by
reason of an Event of Default), the Trustee or its successor shall, thereupon
assume all of the rights and obligations of the Servicer hereunder arising
thereafter (except that the Trustee shall not be (i) liable for losses of such
predecessor Servicer pursuant to Section 3.10 or any acts or omissions of such
predecessor Servicer hereunder, (ii) obligated to make Advances if it is
prohibited from doing so by applicable law, (iii) obligated to effectuate
repurchases or substitutions of Mortgage Loans hereunder, including but not
limited to repurchases or substitutions pursuant to Section 2.03, (iv)
responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed
to have made any representations and warranties of the Servicer hereunder). Any
such assumption shall be subject to Section 7.02.

            (b) Every Subservicing Agreement entered into by the Servicer shall
contain a provision giving the successor Servicer the option to terminate such
agreement in the event a successor Servicer is appointed.

            (c) If the Servicer shall for any reason no longer be the Servicer
(including by reason of any Event of Default), the Trustee (or any other
successor Servicer) may, at its option, succeed to any rights and obligations of
the Servicer under any Subservicing Agreement in accordance with the terms
thereof; provided, that the Trustee (or any other successor Servicer) shall not
incur any liability or have any obligations in its capacity as successor
Servicer under a Subservicing Agreement arising prior to the date of such
succession unless it expressly elects to succeed to the rights and obligations
of the Servicer thereunder; and the Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing Agreement arising prior to
the date of such succession.

            (d) The Servicer shall, upon request of the Trustee, but at the
expense of the Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement (if any) to which it is a party and the
Mortgage Loans then being serviced thereunder and an accounting of amounts
collected and held by it and otherwise use its best efforts to effect the
orderly and efficient transfer of such Subservicing Agreement to the assuming
party.

            Section 3.25 Compensating Interest. The Servicer shall remit to the
Trustee on each Remittance Date an amount from its own funds equal to
Compensating Interest payable by the Servicer for such Remittance Date.

            Section 3.26 Credit Reporting; Gramm-Leach-Bliley Act. (a) With
respect to each Mortgage Loan, the Servicer shall fully furnish, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (e.g., favorable and unfavorable) on the related
Mortgagor credit files to Equifax, Experian and TransUnion Credit Information
Company (three of the national credit repositories), on a monthly basis.

            (b) Each party shall comply with all provisions of the Privacy Laws
relating to the Mortgage Loans, the related borrowers and any "nonpublic
personal information" (as defined in the Privacy Laws) received by such party
incidental to the performance of its obligations under this Agreement,
including, maintaining adequate information security procedures to protect such
nonpublic personal information and, in the case of the Servicer, providing all
privacy notices required by the Privacy Laws.

            Section 3.27 Excess Reserve Fund Account; Distribution Account. (a)
The Trustee shall establish and maintain the Excess Reserve Fund Account, on
behalf of the Class X Certificateholders, to receive that portion of the
distributions on the Class X Interest up to an amount equal to any Basis Risk
Payments and to pay to the LIBOR Certificateholders any Basis Risk Carry Forward
Amounts (prior to using any Net Swap Receipts). For the avoidance of doubt, any
Basis Risk Carry Forward Amounts shall be paid to the LIBOR Certificates first
from the Excess Reserve Fund Account and then from the Supplemental Interest
Trust.

            On each Distribution Date on which there exists a Basis Risk Carry
Forward Amount on any Class of LIBOR Certificates, the Trustee shall (1)
withdraw from the Distribution Account and deposit in the Excess Reserve Fund
Account, as set forth in Section 4.02(a)(iii)(J), the lesser of the Class X
Distributable Amount (to the extent remaining after the distributions specified
in Sections 4.02(a)(iii)(A)-(I) and without regard to the reduction in clause
(iii) of the definition thereof for any Basis Risk Payment or Defaulted Swap
Termination Payment) and the aggregate Basis Risk Carry Forward Amount and (2)
withdraw from the Excess Reserve Fund Account amounts necessary to pay to such
Class or Classes of LIBOR Certificates the applicable Basis Risk Carry Forward
Amounts. Such payments, along with payments from the Supplemental Interest
Trust, shall be allocated to those Classes based upon the amount of Basis Risk
Carry Forward Amount owed to each such Class and shall be paid in the priority
set forth in Section 4.02(a)(iii)(K). In the event that the Class Certificate
Balance of any Class of Certificates is reduced because of Applied Realized Loss
Amounts, the applicable Certificateholders will not be entitled to receive Basis
Risk Carry Forward Amounts on the written down amounts on such Distribution Date
or any future Distribution Dates (except to the extent such Class Certificate
Balance is increased as a result of any Subsequent Recoveries), even if funds
are otherwise available for distribution.

            The Trustee shall account for the Excess Reserve Fund Account as an
asset of a grantor trust under subpart E, Part I of subchapter J of the Code and
not as an asset of any Trust REMIC created pursuant to this Agreement. The
beneficial owners of the Excess Reserve Fund Account are the Class X
Certificateholders.

            Any Basis Risk Carry Forward Amounts distributed by the Trustee to
the LIBOR Certificateholders from the Excess Reserve Fund Account shall be
accounted for by the Trustee, for federal income tax purposes, as amounts paid
first to the Holders of the Class X Certificates (in respect of the Class X
Interest) and then to the respective Class or Classes of LIBOR Certificates. In
addition, the Trustee shall account for the rights of Holders of each Class of
LIBOR Certificates to receive payments of Basis Risk Carry Forward Amounts from
the Excess Reserve Fund Account (along with payments of Basis Risk Carry Forward
Amounts and, without duplication, Upper-Tier Carry Forward Amounts from the
Supplemental Interest Trust) as rights in a separate limited recourse interest
rate cap contract written by the Class X Certificateholders in favor of Holders
of each such Class.

            Notwithstanding any provision contained in this Agreement, the
Trustee shall not be required to make any payments from the Excess Reserve Fund
Account except as expressly set forth in this Section 3.27(a).

            (b) The Trustee shall establish and maintain the Distribution
Account on behalf of the Certificateholders. The Trustee shall, promptly upon
receipt on the Business Day received, deposit in the Distribution Account and
retain therein the following:

            (i) the aggregate amount remitted by the Servicer to the Trustee
      pursuant to Section 3.11;

            (ii) any amount deposited by the Servicer pursuant to Section
      3.12(b) in connection with any losses on Permitted Investments;

            (iii) any amounts remitted by the Servicer to the Trustee in respect
      of Compensating Interest pursuant to Section 3.25; and

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

            In the event that the Servicer shall remit any amount not required
to be remitted, the Servicer may at any time direct the Trustee in writing to
withdraw such amount from the Distribution Account, any provision herein to the
contrary notwithstanding. Such direction may be accomplished by delivering
notice to the Trustee, which describes the amounts deposited in error in the
Distribution Account. All funds deposited in the Distribution Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 4.02.

            (c)In order to comply with its duties under the USA Patriot Act of
2001, the Trustee shall obtain and verify certain information and documentation
from the other parties to this Agreement including, but not limited to, each
such party's name, address, and other identifying information.

            Section 3.28 Optional Purchase of Delinquent Mortgage Loans. The
Depositor, in its sole discretion, shall have the option, but shall not be
obligated, to purchase any 90+ Day Delinquent Mortgage Loans from the Trust
Fund. The purchase price for any such Mortgage Loan shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued and unpaid interest on the
related Mortgage Loan at the applicable Mortgage Interest Rate, plus the amount
of any unreimbursed Servicing Advances made by the Servicer. Upon receipt of
such purchase price, the Servicer shall provide to the Trustee a Request for
Release and the Trustee shall promptly release to the Depositor, the Mortgage
File relating to the Mortgage Loan being repurchased.

                                   ARTICLE IV

                                DISTRIBUTIONS AND
                            ADVANCES BY THE SERVICER

            Section 4.01 Advances. (a) The amount of P&I Advances to be made by
the Servicer for any Remittance Date shall equal, subject to Section 4.01(c),
the sum of (i) the aggregate amount of Scheduled Payments (with each interest
portion thereof net of the related Servicing Fee), due during the Due Period
immediately preceding such Remittance Date in respect of the Mortgage Loans
serviced by the Servicer, which Scheduled Payments were not received as of the
close of business on the related Determination Date, plus (ii) with respect to
each REO Property, which REO Property was acquired during or prior to the
related Prepayment Period and as to which such REO Property an REO Disposition
did not occur during the related Prepayment Period, an amount equal to the
excess, if any, of the Scheduled Payments (with REO Imputed Interest) that would
have been due on the related Due Date in respect of the related Mortgage Loan,
over the net income from such REO Property transferred to the Collection Account
for distribution on such Remittance Date.

            (b) On each Remittance Date, the Servicer shall remit in immediately
available funds to the Trustee an amount equal to the aggregate amount of P&I
Advances, if any, to be made in respect of the Mortgage Loans and REO Properties
serviced by the Servicer for the related Remittance Date either (i) from its own
funds or (ii) from the Collection Account, to the extent of funds held therein
for future distribution (in which case, it will cause to be made an appropriate
entry in the records of the Collection Account that Amounts Held for Future
Distribution have been, as permitted by this Section 4.01, used by the Servicer
in discharge of any such P&I Advance) or (iii) in the form of any combination of
(i) and (ii) aggregating the total amount of P&I Advances to be made by the
Servicer with respect to the Mortgage Loans and REO Properties. Any Amounts Held
for Future Distribution and so used shall be appropriately reflected in the
Servicer's records and replaced by the Servicer by deposit in the Collection
Account on or before any future Remittance Date to the extent required.

            (c) The obligation of the Servicer to make such P&I Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until a Final Recovery Determination in connection therewith or the
removal thereof from coverage under this Agreement, except as otherwise provided
in this Section 4.01.

            (d) Notwithstanding anything herein to the contrary, no P&I Advance
or Servicing Advance shall be required to be made hereunder by the Servicer if
such P&I Advance or Servicing Advance would, if made, constitute a
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. The
determination by the Servicer that it has made a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing
Advance, if made, would constitute a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance, respectively, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Trustee. In addition the
Servicer shall not be required to advance any Relief Act Interest Shortfalls.

            (e) Except as otherwise provided herein, the Servicer shall be
entitled to reimbursement pursuant to Section 3.11 for Advances from recoveries
from the related Mortgagor or from all Liquidation Proceeds and other payments
or recoveries (including Insurance Proceeds and Condemnation Proceeds) with
respect to the related Mortgage Loan.

            Section 4.02 Priorities of Distribution. (a) On each Distribution
Date, the Trustee shall make the disbursements and transfers from amounts then
on deposit in the Distribution Account in the following order of priority and to
the extent of the Available Funds remaining:

            (i) to the Supplemental Interest Trust and to the holders of each
      Class of LIBOR Certificates in the following order of priority:

                  (A) to the Supplemental Interest Trust, the sum of (x) all Net
            Swap Payments and (y) any Swap Termination Payment owed to the Swap
            Provider other than a Defaulted Swap Termination Payment;

                  (B) concurrently, (1) from the Interest Remittance Amount
            related to the Group I Mortgage Loans, to the Class A-1
            Certificates, the related Accrued Certificate Interest Distribution
            Amounts and Unpaid Interest Amounts for the Class A-1 Certificates;
            (2) from the Interest Remittance Amount related to the Group II
            Mortgage Loans, pro rata (based on the Accrued Certificate Interest
            Distribution Amounts and Unpaid Interest Amounts distributable to
            the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates)
            to the Class A-2A, Class A-2B, Class A-2C and Class A-2D
            Certificates, the related Accrued Certificate Interest Distribution
            Amounts and Unpaid Interest Amounts for the Class A-2A, Class A-2B,
            Class A-2C and Class A-2D Certificates; (3) provided, that if the
            Interest Remittance Amount for either Loan Group is insufficient to
            make the related payments set forth clause (1) or (2) above, any
            Interest Remittance Amount relating to the other Loan Group
            remaining after payment of the related Accrued Certificate Interest
            Distribution Amounts and Unpaid Interest Amounts will be available
            to cover that shortfall;

                  (C) from any remaining Interest Remittance Amounts, to the
            Class M-1 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class;

                  (D) from any remaining Interest Remittance Amounts, to the
            Class M-2 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class;

                  (E) from any remaining Interest Remittance Amounts, to the
            Class M-3 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class;

                  (F) from any remaining Interest Remittance Amounts, to the
            Class M-4 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class;

                  (G) from any remaining Interest Remittance Amounts, to the
            Class M-5 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class;

                  (H) from any remaining Interest Remittance Amounts, to the
            Class M-6 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class;

                  (I) from any remaining Interest Remittance Amounts, to the
            Class B-1 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class;

                  (J) from any remaining Interest Remittance Amounts, to the
            Class B-2 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class; and

                  (K) from any remaining Interest Remittance Amounts, to the
            Class B-3 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class.

            (ii) (A) on each Distribution Date (a) prior to the Stepdown Date or
      (b) with respect to which a Trigger Event is in effect, to the holders of
      the Class or Classes of LIBOR Certificates then entitled to distributions
      of principal as set forth below, an amount equal to the Principal
      Distribution Amount in the following order of priority:

                  (a) sequentially:

                        (x) concurrently to the Class R-1, Class R-2 and Class
                  R-3 Certificates, allocated pro rata, until their respective
                  Class Certificate Balances have been reduced to zero; and

                        (y) to the Class A Certificates, allocated as described
                  in Section 4.02(c), until their respective Class Certificate
                  Balances are reduced to zero;

                  (b) sequentially, to the Class M-1, Class M-2, Class M-3,
            Class M-4, Class M-5, Class M-6, Class B-1, Class B-2 and Class B-3
            Certificates, in that order, until their respective Class
            Certificate Balances are reduced to zero;

            (B) on each Distribution Date (a) on and after the Stepdown Date and
      (b) so long as a Trigger Event is not in effect, to the holders of the
      Class or Classes of LIBOR Certificates then entitled to distributions of
      principal as set forth below, an amount equal to the Principal
      Distribution Amount in the following order of priority:

                  (a) the lesser of (x) the Principal Distribution Amount and
            (y) the Class A Principal Distribution Amount to the Class A
            Certificates, allocated as described in Section 4.02(c), until their
            respective Class Certificate Balances are reduced to zero;

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

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

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

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

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

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

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

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

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

            (iii) any amount remaining after the distributions in clauses
      4.02(a)(i) and (ii) above shall be distributed in the following order of
      priority:

                  (A) to the Class M-1 Certificates, any Unpaid Interest Amount
            for such Class;

                  (B) to the Class M-2 Certificates, any Unpaid Interest Amount
            for such Class;

                  (C) to the Class M-3 Certificates, any Unpaid Interest Amount
            for such Class;

                  (D) to the Class M-4 Certificates, any Unpaid Interest Amount
            for such Class;

                  (E) to the Class M-5 Certificates, any Unpaid Interest Amount
            for such Class;

                  (F) to the Class M-6 Certificates, any Unpaid Interest Amount
            for such Class;

                  (G) to the Class B-1 Certificates, any Unpaid Interest Amount
            for such Class;

                  (H) to the Class B-2 Certificates, any Unpaid Interest Amount
            for such Class;

                  (I) to the Class B-3 Certificates, any Unpaid Interest Amount
            for such Class;

                  (J) to the Excess Reserve Fund Account, the amount of any
            Basis Risk Payment (without regard to Net Swap Receipts) for such
            Distribution Date;

                  (K) from funds on deposit in the Excess Reserve Fund Account
            with respect to such Distribution Date, an amount equal to any Basis
            Risk Carry Forward Amount with respect to the LIBOR Certificates for
            such Distribution Date to such Classes in the same order and
            priority as set forth in Section 4.02(a)(i), with the allocation to
            the Class A Certificates being pro rata based on their respective
            Basis Risk Carry Forward Amounts;

                  (L) to the Supplemental Interest Trust, the amount of any
            Defaulted Swap Termination Payment;

                  (M) to the Class X Certificates, the remainder of the Class X
            Distributable Amount not distributed pursuant to Sections
            4.02(a)(iii)(A)-(L);

                  (N) to the Class R-2 Certificates, any remaining amount, in
            respect of Pooling-Tier REMIC-1;

                  (O) to the Class R-1 Certificates, any remaining amount, in
            respect of Pooling-Tier REMIC-2, the Lower-Tier REMIC and the
            Upper-Tier REMIC; and

                  (P) to the Class R-3 Certificates, any remaining amount, in
            respect of the Class X REMIC.

            Notwithstanding the foregoing, if the Stepdown Date is the date on
which the Class Certificate Balance of the Class A Certificates is reduced to
zero, any Principal Distribution Amount remaining after principal distributions
to the Class A Certificates pursuant to clause (ii)(A) above will be included as
part of the distributions pursuant to clause (ii)(B) above.

            (b) On each Distribution Date, all amounts representing Prepayment
Premiums from the Mortgage Loans received during the related Prepayment Period
shall be distributed by the Trustee to the holders of the Class P Certificates.

            (c) All principal distributions allocated to the Class A
Certificates on any Distribution Date shall be allocated among the Class A-1
Certificate Group and the Class A-2 Certificate Group based on the Class A
Principal Allocation Percentage for the Class A-1 Certificate Group and the
Class A-2 Certificate Group, as applicable. However, if the Class Certificate
Balances of the Class A Certificates in any Class A Certificate Group is reduced
to zero, then the remaining amount of principal distributions distributable to
the Class A Certificates in that Class A Certificate Group on that Distribution
Date, and the amount of principal distributions distributable on all subsequent
Distribution Dates, shall be distributed to the Class A Certificates of the
other Class A Certificate Group remaining Outstanding, in accordance with the
principal distribution allocations set forth in this Section 4.02(c), until
their respective Class Certificate Balances have been reduced to zero. Any
distributions of principal to the Class A-1 Certificate Group shall be made
first from Available Funds relating to the Group I Mortgage Loans. Any
distributions of principal to the Class A-2 Certificate Group shall be made
first from Available Funds relating to the Group II Mortgage Loans.

            Any principal distributions allocated to the Class A-2 Certificate
Group are required to be distributed sequentially to the Class A-2A
Certificates, until their Class Certificate Balance has been reduced to zero,
then to the Class A-2B Certificates, until their Class Certificate Balance has
been reduced to zero, then to the Class A-2B Certificates, until their Class
Certificate Balance has been reduced to zero and then to the Class A-2D
Certificates, until their Class Certificate Balance has been reduced to zero.

            Notwithstanding the allocation of principal to the Class A
Certificates described in the preceding paragraphs, from and after the
Distribution Date on which the aggregate Class Certificate Balances of the
Subordinated Certificates and the principal balance of the Class X Certificates
have been reduced to zero, any principal distributions allocated to the Class A
Certificates are required to be allocated pro rata to the Class A Certificates,
based on their respective Certificate Principal Balances.

            (d) On any Distribution Date, any Relief Act Interest Shortfalls and
Net Prepayment Interest Shortfalls for such Distribution Date shall be allocated
by the Trustee, pro rata, as a reduction of the Accrued Certificate Interest
Distribution Amount for the Class A, Class M and Class B Certificates, based on
the amount of interest to which such Classes would otherwise be entitled on such
Distribution Date.

            Section 4.03 Monthly Statements to Certificateholders. (a) Not later
than each Distribution Date, the Trustee shall make available to each
Certificateholder, the Servicer, the Depositor and each Rating Agency a
statement setting forth with respect to the related distribution:

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

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

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

            (iv) the Class Certificate Balance of each Class of Certificates
      after giving effect to the distribution of principal on such Distribution
      Date;

            (v) the Pool Stated Principal Balance for the following Distribution
      Date;

            (vi) the amount of the Servicing Fees paid to or retained by the
      Servicer or Subservicer (with respect to the Subservicers, in the
      aggregate) with respect to such Distribution Date;

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

            (viii) the amount of Advances included in the distribution on such
      Distribution Date and the aggregate amount of Advances reported by the
      Servicer as outstanding as of the close of business on the Determination
      Date immediately preceding such Distribution Date;

            (ix) the number and aggregate outstanding principal balances of
      Mortgage Loans (1) as to which the Scheduled Payment is delinquent 31 to
      60 days, 61 to 90 days and 91 or more days, (2) that have become REO
      Property, (3) that are in foreclosure and (4) that are in bankruptcy, in
      each case as of the close of business on the last Business Day of the
      immediately preceding month;

            (x) for each of the preceding 12 calendar months, or all calendar
      months since the related Cut-off Date, whichever is less, the aggregate
      dollar amount of the Scheduled Payments (A) due on all Outstanding
      Mortgage Loans on each of the Due Dates in each such month and (B)
      delinquent 60 days or more on each of the Due Dates in each such month;

            (xi) with respect to all Mortgage Loans that became REO Properties
      during the preceding calendar month, the aggregate number of such Mortgage
      Loans and the aggregate Stated Principal Balance of such Mortgage Loans as
      of the close of business on the Determination Date preceding such
      Distribution Date and the date of acquisition thereof;

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

            (xiii) whether a Trigger Event has occurred and is continuing
      (including the calculation of thereof and the aggregate outstanding
      balance of all 60+ Day Delinquent Mortgage Loans);

            (xiv) the amount of any Basis Risk Carry Forward Amounts paid from
      the Excess Reserve Fund Account or the Supplemental Interest Trust and the
      amount of any Upper-Tier Carry Forward Amounts paid from the Supplemental
      Interest Trust;

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

            (xvi) the amount of any Net Monthly Excess Cash Flow on such
      Distribution Date and the allocation thereof to the Certificateholders
      with respect to Applied Realized Loss Amounts and Unpaid Interest Amounts;

            (xvii) the Overcollateralized Amount and Specified
      Overcollateralized Amount;

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

            (xix) the Cumulative Realized Loss Percentage;

            (xx) the amount distributed on the Class X Certificates;

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

            (xxii) the amount of any Net Swap Payments, Net Swap Receipts, Swap
      Termination Payments or Defaulted Swap Termination Payments; and

            (xxiii) the calculations of LIBOR and Swap LIBOR.

            (b) The Trustee's responsibility for providing the above statement
to the Certificateholders, each Rating Agency, the Servicer and the Depositor is
limited to the availability, timeliness and accuracy of the information derived
from the Servicer. The Trustee will provide the above statement via the
Trustee's internet website. The Trustee's website will initially be located at
https://www.tss.db.com/invr and assistance in using the website can be obtained
by calling the Trustee's investor relations desk at 1-800-735-7777. A paper copy
of the above statement will also be made available upon request.

            (c) Upon request, within a reasonable period of time after the end
of each calendar year, the Trustee shall cause to be furnished to each Person
who at any time during the calendar year was a Certificateholder, a statement
containing the information set forth in clauses (a)(i) and (a)(ii) of this
Section 4.03 aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time in effect.

            (d) Not later than the Reporting Date, the Servicer shall furnish to
the Trustee and a monthly remittance advice statement (in a format mutually
agreed upon by the Servicer and the Trustee) containing such information as
shall be reasonably requested by the Trustee to provide the reports required by
Section 4.03(a) as to the accompanying remittance and the period ending on the
close of business on the last Business Day of the immediately preceding month
(the "Servicer Remittance Report").

            The Servicer shall furnish to the Trustee an individual loan
accounting report, as of the last Business Day of each month, to document
Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report (in
electronic format) shall be received by the Trustee no later than the Reporting
Date, which report shall contain the following:

            (i) with respect to each Scheduled Payment, the amount of such
      remittance allocable to principal (including a separate breakdown of any
      Principal Prepayment, including the date of such prepayment, and any
      Prepayment Premiums, along with a detailed report of interest on Principal
      Prepayment amounts remitted in accordance with Section 3.25);

            (ii) with respect to each Scheduled Payment, the amount of such
      remittance allocable to interest;

            (iii) the amount of servicing compensation received by the Servicer
      during the prior distribution period;

            (iv) the individual and aggregate Stated Principal Balance of the
      Mortgage Loans;

            (v) the aggregate of any expenses reimbursed to the Servicer during
      the prior distribution period pursuant to Section 3.11;

            (vi) the number and aggregate outstanding principal balances of
      Mortgage Loans (a) delinquent (1) 31 to 60 days, (2) 61 to 90 days, or (3)
      91 days or more; (b) as to which foreclosure has commenced; and (c) as to
      which REO Property has been acquired;

            (vii) each Mortgage Loan which has been altered, modified or varied
      during such month, and the reason for such modification (i.e., extension
      of maturity date, Mortgage Interest Rate);

            (viii) with respect to each Liquidated Mortgage Loan, the amount of
      any Realized Losses for such Mortgage Loan; and

            (ix) any other information reasonably required by the Trustee to
      enable it to prepare the Monthly Statement referred to in Section 4.03(a).

            Section 4.04 Certain Matters Relating to the Determination of LIBOR.
LIBOR shall be calculated by the Trustee in accordance with the definition of
"LIBOR." Until all of the LIBOR Certificates are paid in full, the Trustee will
at all times retain at least four Reference Banks for the purpose of determining
LIBOR with respect to each LIBOR Determination Date. The Trustee initially shall
designate the Reference Banks (after consultation with the Depositor). Each
"Reference Bank" shall be a leading bank engaged in transactions in Eurodollar
deposits in the international Eurocurrency market, shall not control, be
controlled by, or be under common control with, the Trustee and shall have an
established place of business in London. If any such Reference Bank should be
unwilling or unable to act as such or if the Trustee should terminate its
appointment as Reference Bank, the Trustee shall promptly appoint or cause to be
appointed another Reference Bank (after consultation with the Depositor). The
Trustee shall have no liability or responsibility to any Person for (i) the
selection of any Reference Bank for purposes of determining LIBOR or (ii) any
inability to retain at least four Reference Banks which is caused by
circumstances beyond its reasonable control.

            The Pass-Through Rate for each Class of LIBOR Certificates for each
Interest Accrual Period shall be determined by the Trustee on each LIBOR
Determination Date so long as the LIBOR Certificates are Outstanding on the
basis of LIBOR and the respective formulae appearing in footnotes corresponding
to the LIBOR Certificates in the table relating to the Certificates in the
Preliminary Statement. The Trustee shall not have any liability or
responsibility to any Person for its inability, following a good-faith
reasonable effort, to obtain quotations from the Reference Banks or to determine
the arithmetic mean referred to in the definition of LIBOR, all as provided for
in this Section 4.04 and the definition of LIBOR. The establishment of LIBOR and
each Pass-Through Rate for the LIBOR Certificates by the Trustee shall (in the
absence of manifest error) be final, conclusive and binding upon each Holder of
a Certificate and the Trustee.

            Section 4.05 Allocation of Applied Realized Loss Amounts. Any
Applied Realized Loss Amounts shall be allocated by the Trustee to the most
junior Class of Subordinated Certificates then Outstanding in reduction of the
Class Certificate Balance thereof. In the event Applied Realized Loss Amounts
are allocated to any Class of LIBOR Certificates, their Class Certificate
Balances shall be reduced by the amount so allocated, and no funds will be
distributable with respect to the written down amounts (including without
limitation Basis Risk Carry Forward Amounts) or with respect to interest on the
written down amounts on that Distribution Date or any future Distribution Dates,
even if funds are otherwise available for distribution. Notwithstanding the
foregoing, the Class Certificate Balance of each Class of Subordinated
Certificates that has been previously reduced by Applied Realized Loss Amounts
will be increased, in order of seniority, by the amount of the Subsequent
Recoveries (but not in excess of the Applied Realized Loss Amount allocated to
the applicable Class of Subordinated Certificates).

            Section 4.06 Supplemental Interest Trust. On the Closing Date, the
Trustee shall establish and maintain in its name, a separate non-interest
bearing trust account for the benefit of the holders of the LIBOR Certificates
(the "Supplemental Interest Trust") as a part of the Trust Fund. The
Supplemental Interest Trust shall be an Eligible Account, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled with,
any other moneys, including, without limitation, other moneys of the Trustee
held pursuant to this Agreement.

            On any Distribution Date, Swap Termination Payments, Net Swap
Payments owed to the Swap Provider and Net Swap Receipts for that Distribution
Date will be deposited into the Supplemental Interest Trust. Funds in the
Supplemental Interest Trust will be distributed in the following order of
priority:

            (i) to the Swap Provider, the sum of (x) all Net Swap Payments and
      (y) any Swap Termination Payment, other than a Defaulted Swap Termination
      Payment, to the Swap Provider, if any, owed for that Distribution Date;

            (ii) to the LIBOR Certificateholders, to pay Accrued Certificate
      Interest Distribution Amounts and, if applicable, any Unpaid Interest
      Amounts as described in Section 4.02(a)(i) and Section 4.02(a)(iii), to
      the extent unpaid from other Available Funds;

            (iii) to the LIBOR Certificateholders, to pay principal as described
      in Section 4.02(a)(ii), but only to the extent necessary to maintain the
      Overcollateralized Amount at the Specified Overcollateralized Amount,
      after giving effect to payments and distributions from other Available
      Funds;

            (iv) to the LIBOR Certificateholders, to pay Unpaid Interest Amounts
      and Basis Risk Carry Forward Amounts as described in Section 4.02(a)(iii),
      to the extent unpaid from other Available Funds (including Basis Risk
      Payments on deposit in the Excess Reserve Fund Account);

            (v) to the Swap Provider, any Defaulted Swap Termination Payment
      owed to the Swap Provider for that Distribution Date; and

            (vi) to the holders of the Class X Certificates, any remaining
      amounts.

            Upon termination of the Trust, any amounts remaining in the
Supplemental Interest Trust shall be distributed pursuant to the priorities set
forth in this Section 4.06.

            The Trustee shall account for the Supplemental Interest Trust as an
asset of a grantor trust under subpart E, Part I of subchapter J of the Code and
not as an asset of any Trust REMIC created pursuant to this Agreement. The
beneficial owners of the Supplemental Interest Trust are the Class X
Certificateholders. For federal income tax purposes, Net Swap Payments and Swap
Termination Payments payable to the Swap Provider shall be deemed to be paid to
the Supplemental Interest Trust first, from the Class X REMIC, by the Holder of
the Class X Certificates (in respect of the Class IO Interest and, if
applicable, Class X Interest) and second, other than any Defaulted Swap
Termination Payment, from the Upper-Tier REMIC by the Holders of the applicable
Class or Classes of LIBOR Certificates (in respect of Class IO Shortfalls) as
and to the extent provided in Section 8.13.

            Any Basis Risk Carry Forward Amounts and, without duplication,
Upper-Tier Carry Forward Amounts distributed by the Trustee to the LIBOR
Certificateholders shall be accounted for by the Trustee, for federal income tax
purposes, as amounts paid first to the Holders of the Class X Certificates in
respect of the Class X Interest and (to the extent remaining after payments to
the Swap Provider) the Class IO Interest and then to the respective Class or
Classes of LIBOR Certificates. In addition, the Trustee shall account for the
rights of Holders of each Class of LIBOR Certificates to receive payments of
Basis Risk Carry Forward Amounts and, without duplication, Upper-Tier Carry
Forward Amounts from the Supplemental Interest Trust (along with Basis Risk
Carry Forward Amounts payable from the Excess Reserve Fund Account) as rights in
a separate limited recourse interest rate cap contract written by the Class X
Certificateholders in favor of Holders of each such Class.

            The Supplemental Interest Trust shall be an "outside reserve fund"
for federal income tax purposes and not an asset of any Trust REMIC.
Furthermore, the Holders of the Class X Certificates shall be the beneficial
owners of the Supplemental Interest Trust for all federal income tax purposes,
and shall be taxable on all income earned thereon.

            With respect to the failure of the Swap Provider to perform any of
its obligations under the Interest Rate Swap Agreement, the breach by the Swap
Provider of any of its representations and warranties made pursuant to the
Interest Rate Swap Agreement, or the termination of the Interest Rate Swap
Agreement, the Trustee shall send any notices and make any demands, on behalf of
the Trust, as are required under the Interest Rate Swap Agreement.


                                   ARTICLE V

                                THE CERTIFICATES

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

            The Depositor hereby directs the Trustee to register the Class X,
Class C and Class P Certificates in the name of the Depositor or its designee.
On a date as to which the Depositor notifies the Trustee, the Depositor hereby
directs the Trustee to transfer the Class X and Class P Certificates in the name
of the NIM Trustee, or such other name or names as the Depositor shall request,
and to deliver the Class X and Class P Certificates to Deutsche Bank National
Trust Company, as NIM Trustee, or to such other Person or Persons as the
Depositor shall request.

            Subject to Section 9.02 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee shall make distributions to
each Certificateholder of record on the preceding Record Date either (x) by wire
transfer in immediately available funds to the account of such Holder at a bank
or other entity having appropriate facilities therefor as directed by that
Certificateholder by written wire instructions provided to the Trustee or (y),
in the event that no wire instructions are provided to the Trustee, by check
mailed by first class mail to such Certificateholder at the address of such
Holder appearing in the Certificate Register.

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

            Section 5.02 Certificate Register; Registration of Transfer and
Exchange of Certificates. (a) The Trustee shall maintain, or cause to be
maintained in accordance with the provisions of Section 5.06, a Certificate
Register for the Trust Fund in which, subject to the provisions of subsections
(b) and (c) below and to such reasonable regulations as it may prescribe, the
Trustee shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon surrender for registration of
transfer of any Certificate, the Trustee shall execute and deliver, in the name
of the designated transferee or transferees, one or more new Certificates of the
same Class and aggregate Percentage Interest.

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

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

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

            (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. Except
with respect to (i) the transfer of the Class X, Class C, Class P or Class R
Certificates to the Depositor or an Affiliate of the Depositor, (ii) the
transfer of the Class X or Class P Certificates to the NIM Issuer or the NIM
Trustee, or (iii) a transfer of the Class X or Class P Certificates from the NIM
Issuer or the NIM Trustee to the Depositor or an Affiliate of the Depositor, in
the event that a transfer of a Private Certificate which is a Physical
Certificate is to be made in reliance upon an exemption from the Securities Act
and such laws, in order to assure compliance with the Securities Act and such
laws, the Certificateholder desiring to effect such transfer shall certify to
the Trustee in writing the facts surrounding the transfer in substantially the
form set forth in Exhibit I (the "Transferor Certificate") and either (i) there
shall be delivered to the Trustee a letter in substantially the form of Exhibit
J (the "Rule 144A Letter") or Exhibit K (the "Non-Rule 144A Investment Letter")
or (ii) in the case of the Class X Certificates, there shall be delivered to the
Trustee at the expense of the transferor an Opinion of Counsel that such
transfer may be made without registration under the Securities Act. In the event
that a transfer of a Private Certificate which is a Book-Entry Certificate is to
be made in reliance upon an exemption from the Securities Act and such laws, in
order to assure compliance with the Securities Act and such laws, the
Certificateholder desiring to effect such transfer will be deemed to have made
as of the transfer date each of the certifications set forth in the Transferor
Certificate in respect of such Certificate and the transferee will be deemed to
have made as of the transfer date each of the certifications set forth in the
Rule 144A Letter in respect of such Certificate, in each case as if such
Certificate were evidenced by a Physical Certificate. The Depositor shall
provide to any Holder of a Private Certificate and any prospective transferee
designated by any such Holder, information regarding the related Certificates
and the Mortgage Loans and such other information as shall be necessary to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer
of any such Certificate without registration thereof under the Securities Act
pursuant to the registration exemption provided by Rule 144A. The Trustee and
the Servicer shall cooperate with the Depositor in providing the Rule 144A
information referenced in the preceding sentence, including providing to the
Depositor such information regarding the Certificates, the Mortgage Loans and
other matters regarding the Trust Fund as the Depositor shall reasonably request
to meet its obligation under the preceding sentence. Each Holder of a Private
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor and the Servicer against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            Except with respect to (i) the transfer of the Class R, Class X,
Class C or Class P Certificates to the Depositor or an Affiliate of the
Depositor, (ii) the transfer of the Class X or Class P Certificates to the NIM
Issuer or the NIM Trustee, or (iii) a transfer of the Class X or Class P
Certificates from the NIM Issuer or the NIM Trustee to the Depositor or an
Affiliate of the Depositor, no transfer of an ERISA-Restricted Certificate shall
be made unless the Trustee shall have received either (i) a representation from
the transferee of such Certificate acceptable to and in form and substance
satisfactory to the Trustee (in the event such Certificate is a Private
Certificate or a Residual Certificate, such requirement is satisfied only by the
Trustee's receipt of a representation letter from the transferee substantially
in the form of Exhibit I), to the effect that such transferee is not an employee
benefit plan or arrangement subject to Section 406 of ERISA, a plan subject to
Section 4975 of the Code or a plan subject to any Federal, state or local law
("Similar Law") materially similar to the foregoing provisions of ERISA or the
Code, nor a Person acting on behalf of any such plan or arrangement nor using
the assets of any such plan or arrangement (collectively, a "Plan") to effect
such transfer, (ii) in the case of an ERISA-Restricted Certificate other than a
Residual Certificate, a Class C Certificate or a Class P Certificate that has
been the subject of an ERISA-Qualifying Underwriting and the purchaser is an
insurance company, a representation that the purchaser is an insurance company
that is purchasing such Certificates with funds contained in an "insurance
company general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE 95-60
or (iii) in the case of any such ERISA-Restricted Certificate other than a
Residual Certificate, a Class C Certificate or a Class P Certificate presented
for registration in the name of a Plan, an Opinion of Counsel satisfactory to
the Trustee, which Opinion of Counsel shall not be an expense of the Trustee,
the Depositor, the Servicer or the Trust Fund, addressed to the Trustee, to the
effect that the purchase or holding of such ERISA-Restricted Certificate will
not constitute or result in a non-exempt prohibited transaction within the
meaning of ERISA, Section 4975 of the Code or any Similar Law and will not
subject the Trustee, the Depositor or the Servicer to any obligation in addition
to those expressly undertaken in this Agreement or to any liability. For
purposes of the preceding sentence, with respect to an ERISA-Restricted
Certificate that is not a Private Certificate or a Residual Certificate, in the
event the representation letter referred to in the preceding sentence is not
furnished, such representation shall be deemed to have been made to the Trustee
by the transferee's (including an initial acquirer's) acceptance of the
ERISA-Restricted Certificates. Notwithstanding anything else to the contrary
herein, (a) any purported transfer of an ERISA Restricted Certificate, other
than a Class C Certificate, a Class P Certificate or a Residual Certificate, to
or on behalf of an employee benefit plan subject to ERISA, the Code or Similar
Law without the delivery to the Trustee of an Opinion of Counsel satisfactory to
the Trustee as described above shall be void and of no effect and (b) any
purported transfer of a Class P Certificate, Class C Certificate or Residual
Certificate to a transferee that does not make the representation in clause (i)
above shall be void and of no effect.

            The Class R, Class C and Class P Certificates may not be sold to any
employee benefit plan subject to Title I of ERISA, any plan subject to Section
4975 of the Code, or any plan subject to any Similar Law or any Person investing
on behalf of or with plan assets of such Plan.

            To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA-Restricted Certificate that is in fact
not permitted by this Section 5.02(b) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.

            As long as the Interest Rate Swap Agreement is in effect, each
beneficial owner of a Certificate, or any interest therein, shall be deemed to
have represented that either (i) it is not a Plan or (ii) the acquisition and
holding of the Certificate are eligible for the exemptive relief available under
at least one of the Investor-Based Exemptions.

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

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

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

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

            (iv) Any attempted or purported Transfer of any Ownership Interest
      in a Residual Certificate in violation of the provisions of this Section
      5.02(c) shall be absolutely null and void and shall vest no rights in the
      purported Transferee. If any purported transferee shall become a Holder of
      a Residual Certificate in violation of the provisions of this Section
      5.02(c), then the last preceding Permitted Transferee shall be restored to
      all rights as Holder thereof retroactive to the date of registration of
      Transfer of such Residual Certificate. The Trustee shall be under no
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by Section 5.02(b) and this
      Section 5.02(c) or for making any payments due on such Certificate to the
      Holder thereof or taking any other action with respect to such Holder
      under the provisions of this Agreement so long as the Transfer was
      registered after receipt of the related Transfer Affidavit, Transferor
      Certificate and the Rule 144A Letter. The Trustee shall be entitled but
      not obligated to recover from any Holder of a Residual Certificate that
      was in fact not a Permitted Transferee at the time it became a Holder or,
      at such subsequent time as it became other than a Permitted Transferee,
      all payments made on such Residual Certificate at and after either such
      time. Any such payments so recovered by the Trustee shall be paid and
      delivered by the Trustee to the last preceding Permitted Transferee of
      such Certificate; and

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

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

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

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

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

            If (x) (i) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (ii) the Trustee or the Depositor is
unable to locate a qualified successor, or (y) the Depositor notifies the
Depository of its intent to terminate the book-entry system through the
Depository and, upon receipt of notice of such intent from the Depository, the
Depository Participants holding beneficial interests in the Book-Entry
Certificates agree to initiate such termination, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of definitive, fully-registered Certificates (the
"Definitive Certificates") to Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates. None of the Servicer, the
Depositor or the Trustee shall be liable for any delay in delivery of such
instruction and each may conclusively rely on, and shall be protected in relying
on, such instructions. The Depositor shall provide the Trustee with an adequate
inventory of Certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder;
provided, that the Trustee shall not by virtue of its assumption of such
obligations become liable to any party for any act or failure to act of the
Depository.

            (f) Each Private Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer and accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and
all appropriate attachments) or W-9 in form satisfactory to the Trustee and the
Certificate Registrar, duly executed by the Certificateholder or his attorney
duly authorized in writing. Each Certificate presented or surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Certificate Registrar in accordance with its customary
practice. No service charge shall be made for any registration of transfer or
exchange of Private Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Private
Certificates.

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

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

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

            Section 5.06 Maintenance of Office or Agency. The Trustee will
maintain or cause to be maintained at its expense an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer
or exchange. The Trustee initially designates the offices of its agent located
at DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee
37211-3658, Attention: Transfer Unit, for purposes of Certificate transfers, and
DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211-3658,
Attention: Securities Payment Unit, for purposes of the surrender of
Certificates for the final distribution. The Trustee will give prompt written
notice to the Certificateholders of any change in such location of any such
office or agency.


                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

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

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

            Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any Person resulting from any merger or consolidation to which
the Depositor or the Servicer shall be a party, or any Person succeeding to the
business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Servicer shall be qualified to sell
mortgage loans to, and to service mortgage loans on behalf of, Fannie Mae or
Freddie Mac, and meets the requirements of Section 7.02, and provided, further,
that such merger, consolidation or succession does not adversely affect the then
current rating or ratings on the LIBOR Certificates.

            Section 6.03 Limitation on Liability of the Depositor, the Servicer
and Others. Neither the Depositor, the Servicer nor any of their respective
directors, officers, employees or agents shall be under any liability to the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Servicer or any such Person against any breach of representations or warranties
made by it herein or protect the Depositor, the Servicer or any such Person from
any liability which would otherwise be imposed by reasons of willful
misfeasance, bad faith or negligence (or gross negligence in the case of the
Depositor) in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor and the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee, Affiliate or agent of the Depositor and the
Servicer shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any audit, controversy or
judicial proceeding relating to a governmental taxing authority or any legal
action relating to this Agreement or the Certificates or any other unanticipated
or extraordinary expense, other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence (or gross negligence in
the case of the Depositor) in the performance of duties hereunder or by reason
of reckless disregard of obligations and duties hereunder. Neither the Depositor
nor the Servicer shall be under any obligation to appear in, prosecute or defend
any legal action that is not incidental to its respective duties hereunder and
which in its opinion may involve it in any expense or liability; provided,
however, that each of the Depositor and the Servicer may in its discretion
undertake any such action (or direct the Trustee to undertake such actions
pursuant to Section 2.07 for the benefit of the Certificateholders) that it may
deem necessary or desirable in respect of this Agreement and the rights and
duties of the parties hereto and interests of the Trustee and the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, and the Servicer shall be
entitled to be reimbursed therefor out of the Collection Account.

            Section 6.04 Limitation on Resignation of the Servicer. (a) The
Servicer shall not assign this Agreement or resign from the obligations and
duties hereby imposed on it except (i) by mutual consent of the Servicer, the
Depositor and the Trustee or (ii) upon the determination that its duties
hereunder are no longer permissible under applicable law and such incapacity
cannot be cured by the Servicer. Any such determination permitting the
resignation of the Servicer under clause (ii) above shall be evidenced by an
Opinion of Counsel (which Opinion shall not be an expense of the Trustee or the
Trust Fund) to such effect delivered to the Depositor and the Trustee which
Opinion of Counsel shall be in form and substance acceptable to the Depositor
and the Trustee. No such resignation shall become effective until a successor
shall have assumed the Servicer's responsibilities and obligations hereunder.

            Section 6.05 Additional Indemnification by the Servicer; Third Party
Claims. The Servicer shall indemnify the Depositor and any Affiliate, director,
officer, employee or agent of the Depositor and the Trustee and hold each of
them harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses that any of them may sustain in any way
related to any breach by the Servicer of (i) any of its representations and
warranties referred to in Section 2.03(a), (ii) any error in any tax or
information return prepared by the Servicer, or (iii) the failure of the
Servicer to perform its duties and service the Mortgage Loans in compliance with
the terms of this Agreement. The Servicer immediately shall notify the Depositor
and the Trustee if such claim is made by a third party with respect to this
Agreement or the Mortgage Loans, assume (with the prior written consent of the
Depositor and the Trustee) the defense of any such claim and pay all expenses in
connection therewith, including reasonable counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
the Depositor, or the Trustee in respect of such claim. This indemnity shall
survive the termination of this Agreement or the earlier resignation or removal
of the Servicer.


                                  ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default. "Event of Default," wherever used
herein, means any one of the following events:

            (a) any failure by the Servicer to remit to the Trustee any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of one Business Day after the date upon which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Servicer by the Depositor, or by the Trustee, or to the Servicer, the Depositor
and the Trustee by Certificateholders entitled to at least 25% of the Voting
Rights; or

            (b) the failure on the part of the Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on the
part of the Servicer set forth in this Agreement, which continues unremedied for
a period of thirty days (except that such number of days shall be ten days in
the case of a failure to observe or perform any of the obligations set forth in
Sections 3.22, 3.23 or 8.12) after the earlier of (i) the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Servicer by the Depositor or by the Trustee, or to the Servicer, the
Depositor and the Trustee by Certificateholders of Certificates entitled to at
least 25% of the Voting Rights and (ii) actual knowledge of such failure by a
Servicing Officer of the Servicer; provided, however, that in the case of a
failure or breach that cannot be cured within 30 days after notice or actual
knowledge by the Servicer, the cure period may be extended for an additional 30
days upon delivery by the Servicer to the Trustee of a certificate to the effect
that the Servicer believes in good faith that the failure or breach can be cured
within such additional time period and the Servicer is diligently pursuing
remedial action; or

            (c) (1) the failure by the Servicer, in any month, to deliver the
Servicer Remittance Report to the Trustee, and such failure continues uncured
for more than 30 days after the date upon which written notice of such failure,
requiring the same to be remedied, shall have been given to the Servicer by the
Depositor or by the Trustee, or to the Servicer, the Depositor and the Trustee
by Certificateholders entitled to at least 25% of the Voting Rights; or

            (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, marshalling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer and
such decree or order shall have remained in force undischarged or unstayed for a
period of sixty days; or

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

            (f) the Servicer shall admit in writing its inability to pay its
debts generally 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; or

            (g) with respect to the Servicer, National City Bank of Indiana
fails to maintain a minimum net worth of $25,000,000; or

            (h) any failure of the Servicer to make any P&I Advance on any
Remittance Date required to be made from its own funds pursuant to Section 4.01
which continues unremedied for one Business Day immediately following the
Remittance Date; or

            (i) with respect to the Servicer, NCHLS attempts to assign its right
to servicing compensation under this Agreement or it attempts, without the
consent of the Depositor, to sell or otherwise dispose of all or substantially
all of its property or assets or to assign all or a portion of its servicing
responsibilities or to delegate its duties under this Agreement; or

            (j) a breach of any representation and warranty of the Servicer
referred to in Section 2.03(a), which materially and adversely affects the
interests of the Certificateholders and which continues unremedied for a period
of thirty days after the date upon which written notice of such breach is given
to the Servicer by the Trustee or by the Depositor, or to the Servicer, the
Trustee and the Depositor by Certificateholders entitled to at least 25% of the
Voting Rights in the Certificates; or

            (k) any reduction, withdrawal or qualification of the servicer
rating of the Servicer by any rating agency which results in the inability of
the Servicer to act as a primary or special servicer for any mortgage-backed or
asset-backed transaction rated or to be rated by any rating agency.

            If an Event of Default described in clauses (a) through (k) of this
Section 7.01 shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, the Trustee may, or at the
direction of Certificateholders entitled to a majority of the Voting Rights the
Trustee shall, by notice in writing to the Servicer (with a copy to each Rating
Agency), terminate all of the rights and obligations of the Servicer under this
Agreement and in and to the Mortgage Loans serviced by the Servicer and the
proceeds thereof, other than its rights as a Certificateholder hereunder;
provided, however, that the Trustee shall not be required to give written notice
to the Servicer of the occurrence of an Event of Default described in clauses
(b) through (h), (j) and (k) of this Section 7.01 unless and until a Responsible
Officer of the Trustee has actual knowledge of the occurrence of such an Event
of Default. In the event that a Responsible Officer of the Trustee has actual
knowledge of the occurrence of an Event of Default described in clause (a) of
this Section 7.01, the Trustee shall give written notice to the Servicer of the
occurrence of such an event within one Business Day of the first day on which
such Responsible Officer obtains actual knowledge of such occurrence; provided
that failure to give such notice shall not constitute a waiver of such Event of
Default. The Trustee, upon a Responsible Officer having actual knowledge of such
default, shall deliver a written notice to the Servicer of the default on any
Remittance Date on which the Servicer fails to make any deposit or payment
required pursuant to this Agreement (including, but not limited to Advances, to
the extent required by this Agreement); provided, however, that if an Event of
Default occurs due to the failure of the Servicer to make an Advance to the
extent required, the Trustee, as successor Servicer, or another successor
Servicer shall, prior to the next Distribution Date, immediately make such
Advance. Any such notice to the Servicer shall also be given to each Rating
Agency and the Depositor. Notwithstanding any other provision of this Agreement,
any remedy with respect to clauses (a) or (h) of this Section 7.01 shall be
effective only if taken no later than 8:00 AM Eastern time on the Business Day
immediately following (i) with respect to clause (a) of this Section 7.01, the
date of written notice to the Servicer, or (ii) with respect to clause (h) of
this Section 7.01, the related Remittance Date. On and after the receipt by the
Servicer of such written notice, all authority and power of the Servicer
hereunder, whether with respect to the Mortgage Loans or otherwise, shall pass
to and be vested in the Trustee. The Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. Unless
expressly provided in such written notice, no such termination shall affect any
obligation of the Servicer to pay amounts owed pursuant to Article VIII. The
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee of all cash amounts which shall at the
time be credited to the Collection Account of such predecessor Servicer, or
thereafter be received with respect to the Mortgage Loans.

            Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive from the Trust Fund, prior
to transfer of its servicing obligations hereunder, payment of all accrued and
unpaid portion of the Servicing Fees to which the Servicer would have been
entitled and to continue to receive reimbursement for all outstanding P&I
Advances and Servicing Advances, including Servicing Advances incurred prior to
but not invoiced until after the date of termination, in accordance with the
terms of this Agreement. In addition, the Servicer shall continue to be entitled
to the benefits of Section 6.03, notwithstanding any termination hereunder, with
respect to events occurring prior to such termination.

            Section 7.02 Trustee to Act; Appointment of Successor Servicer. On
and after the time the Trustee gives, and the Servicer receives a notice of
termination pursuant to Section 7.01, the Trustee shall, subject to and to the
extent provided in Sections 3.06 and 7.03, and subject to the rights of the
Trustee to appoint a successor Servicer, be the successor to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall immediately assume all of the obligations of the
Servicer to make P&I Advances and Servicing Advances as successor Servicer and
shall assume and be subject to all the other responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof and applicable law as soon as practicable but in no event later than 90
days after the receipt by the Servicer of the notice of termination pursuant to
Section 7.01. As compensation therefor, the Trustee shall be entitled to all
funds relating to the Mortgage Loans that the Servicer would have been entitled
to charge to its Collection Account if the Servicer had continued to act
hereunder including, if the Servicer was receiving the Servicing Fee, the
Servicing Fee and the income on investments or gain related to its Collection
Account (in addition to income on investments or gain related to the
Distribution Account for the benefit of the Trustee as provided herein).
Notwithstanding the foregoing, if the Trustee has become the successor to the
Servicer in accordance with this Section 7.02, the Trustee may, if it shall be
unwilling to so act, or shall, if it is prohibited by applicable law from making
P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is
otherwise unable to so act, or, at the written request of Certificateholders
entitled to a majority of the Voting Rights, appoint, or petition a court of
competent jurisdiction to appoint, any established mortgage loan servicing
institution the appointment of which does not adversely affect the then current
rating of the Certificates by each Rating Agency, as the successor to the
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Servicer hereunder. No such appointment of a
successor to the Servicer hereunder shall be effective until the Depositor shall
have consented thereto. Any successor to the Servicer shall be an institution
which is a Fannie Mae- and Freddie Mac-approved seller/servicer in good
standing, which has a net worth of at least $30,000,000, which is willing to
service the Mortgage Loans and which executes and delivers to the Depositor and
the Trustee an agreement accepting such delegation and assignment, containing an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the terminated Servicer (other than liabilities
of the terminated Servicer under Section 6.03 incurred prior to termination of
the Servicer under Section 7.01), with like effect as if originally named as a
party to this Agreement; provided, that each Rating Agency acknowledges that its
rating of the Certificates in effect immediately prior to such assignment and
delegation will not be qualified or reduced, as a result of such assignment and
delegation. Pending appointment of a successor to the Servicer hereunder, the
Trustee, unless the Trustee is prohibited by law from so acting, shall, subject
to Section 3.05, act in such capacity as hereinabove provided. 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, the
Depositor and such successor shall agree; provided, however, that no such
compensation shall be in excess of the Servicing Fee and amounts paid to the
predecessor Servicer from investments. The Trustee and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Neither the Trustee nor any other successor Servicer shall
be deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the predecessor Servicer to
deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.

            In the event that the Servicer is terminated pursuant to Section
7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer
the Servicing Files to a successor Servicer and pay all of its own out-of-pocket
costs and expenses related to such obligations. In addition, all Servicing
Transfer Costs incurred by parties other than the terminated Servicer shall be
paid by the terminated Servicer promptly upon presentation of reasonable
documentation of such costs. If such predecessor Servicer defaults in its
obligations to pay such costs, such costs shall be paid by the successor
Servicer (in which case the successor Servicer shall be entitled to
reimbursement therefor from the Trust Fund or if the successor Servicer fails to
pay, the Trustee pays such amounts from the Trust Fund.). If the Trustee is the
predecessor Servicer (except in the case where the Trustee in its role as
successor Servicer is being terminated pursuant to Section 7.01 by reason of an
Event of Default caused solely by the Trustee as the successor Servicer and not
by the predecessor Servicer's actions or omissions), such costs shall be paid by
the prior terminated Servicer promptly upon presentation of reasonable
documentation of such costs.

            Any successor to the Servicer as servicer shall give notice to the
Mortgagors of such change of Servicer, in accordance with applicable federal and
state law, and shall, during the term of its service as Servicer, maintain in
force the policy or policies that the Servicer is required to maintain pursuant
to Section 3.13.

            Any such successor Servicer shall be required to satisfy the
requirements of a successor Servicer under this Section 7.02.

            Section 7.03 Notification to Certificateholders. (a) Upon any
termination of or appointment of a successor to the Servicer, the Trustee shall
give prompt written notice thereof to Certificateholders, and to each Rating
Agency.

            (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders, and each Rating Agency
notice of each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

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

            The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are in
the form required by this Agreement. The Trustee shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order, or other instrument.

            No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own bad faith or willful misfeasance.

            Unless an Event of Default known to the Trustee has occurred and is
continuing,

            (a) the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of the duties and obligations specifically set
forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee, and the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Agreement which it believed in good faith
to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;

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

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

            Section 8.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 8.01:

            (a) the Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, officer's certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties and the Trustee shall have no responsibility to
ascertain or confirm the genuineness of any signature of any such party or
parties;

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

            (c) the Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, nor shall
the Trustee be liable for acts or omissions of the other;

            (d) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by Holders of
Certificates evidencing not less than 25% of the Voting Rights allocated to each
Class of Certificates;

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

            (f) the Trustee shall not be required to risk or expend its own
funds or otherwise incur any financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers hereunder if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not assured to it;

            (g) the Trustee shall not be liable for any loss on any investment
of funds pursuant to this Agreement (other than as issuer of the investment
security and except with respect to the investment of funds in the Distribution
Account not made at the direction of the Depositor during the Trustee Float
Period);

            (h) the Trustee shall not be deemed to have knowledge of an Event of
Default until a Responsible Officer of the Trustee shall have received written
notice thereof except as otherwise provided in Section 7.01; and

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

            Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates shall be taken as the
statements of the Depositor and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document other than with respect to the Trustee's execution and
authentication of the Certificates. The Trustee shall not be accountable for the
use or application by the Depositor or the Servicer of any funds paid to the
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Depositor or the Servicer.

            The Trustee shall have no responsibility for filing or recording any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder (unless the Trustee shall have become the successor
Servicer).

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

            Section 8.04 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not the Trustee.

            Section 8.05 Trustee's Fees and Expenses. As compensation for its
activities under this Agreement, the Trustee may withdraw from the Distribution
Account on each Distribution Date the Trustee Fee for the Distribution Date and,
during the Trustee Float Period, any interest or investment income earned on
funds deposited in the Distribution Account. The Trustee and any director,
officer, employee, or agent of the Trustee shall be indemnified by the Trust
Fund and held harmless against any loss, liability, or expense (including
reasonable attorneys' fees) incurred in connection with any claim or legal
action relating to:

            (a) this Agreement,

            (b) the Certificates, or

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

other than any loss, liability, or expense (i) resulting from any breach of the
Servicer's obligations in connection with this Agreement for which the Servicer
has performed its obligation to indemnify the Trustee pursuant to Section 6.05,
(ii) resulting from any breach of the Responsible Party's obligations in
connection with the Responsible Party Agreements for which the Responsible Party
has performed its obligation to indemnify the Trustee pursuant to the
Responsible Party Agreements or (iii) incurred because of willful misfeasance,
bad faith, or negligence in the performance of any of the Trustee's duties under
this Agreement. This indemnity shall survive the termination of this Agreement
or the resignation or removal of the Trustee under this Agreement. Without
limiting the foregoing, except as otherwise agreed upon in writing by the
Depositor and the Trustee, and except for any expense, disbursement, or advance
arising from the Trustee's negligence, bad faith, or willful misfeasance, the
Trust Fund shall pay or reimburse the Trustee, for all reasonable expenses,
disbursements, and advances incurred or made by the Trustee in accordance with
this Agreement with respect to:

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

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

            Except as otherwise provided in this Agreement or a separate letter
agreement between the Trustee and the Depositor, the Trustee shall not be
entitled to payment or reimbursement for any routine ongoing expenses incurred
by the Trustee in the ordinary course of its duties as Trustee, Registrar, or
paying agent under this Agreement or for any other expenses incurred by the
Trustee; provided, however, no expense shall be reimbursed hereunder if it would
not constitute an "unanticipated expense incurred by the REMIC" within the
meaning of the REMIC Provisions.

            Section 8.06 Eligibility Requirements for the Trustee. The Trustee
hereunder shall at all times be a corporation or association organized and doing
business under the laws of a state or the United States of America, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000, subject to supervision or examination by
federal or state authority and with a credit rating which would not cause any of
the Rating Agencies to reduce their respective then current ratings of the
Certificates (or having provided such security from time to time as is
sufficient to avoid such reduction) as evidenced in writing by each Rating
Agency. If such corporation or association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation or association shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with this Section 8.06, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07. The
entity serving as Trustee may have normal banking and trust relationships with
the Depositor and its Affiliates or the Servicer and their Affiliates; provided,
however, that such entity cannot be an Affiliate of the Depositor or the
Servicer other than the Trustee in its role as successor to the Servicer.

            Section 8.07 Resignation and Removal of the Trustee. The Trustee may
at any time resign and be discharged from the trusts hereby created by giving
written notice of resignation to the Depositor, the Servicer, and each Rating
Agency not less than 60 days before the date specified in such notice, when,
subject to Section 8.08, such resignation is to take effect, and acceptance by a
successor trustee in accordance with Section 8.08 meeting the qualifications set
forth in Section 8.06. If no successor trustee meeting such qualifications shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice or resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.

            If at any time the Trustee shall cease to be eligible in accordance
with Section 8.06 and shall fail to resign after written request thereto by the
Depositor, or if at any time the Trustee shall become incapable of acting, or
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or a tax is imposed with respect to
the Trust Fund by any state in which the Trustee or the Trust Fund is located
and the imposition of such tax would be avoided by the appointment of a
different trustee, then the Depositor or the Servicer may remove the Trustee and
appoint a successor trustee by written instrument, in triplicate, one copy of
which shall be delivered to the Trustee, one copy to the Servicer and one copy
to the successor trustee.

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

            Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section 8.07 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 8.08.

            Section 8.08 Successor Trustee. Any successor trustee appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor
and to its predecessor trustee and the Servicer an instrument accepting such
appointment hereunder and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the
like effect as if originally named as trustee herein. The Depositor, the
Servicer and the predecessor trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor trustee all such rights,
powers, duties, and obligations.

            No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of its acceptance, the successor trustee is
eligible under Section 8.06 and its appointment does not adversely affect the
then current rating of the Certificates.

            Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.

            Section 8.09 Merger or Consolidation of the 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 business of the Trustee, shall be the successor of the Trustee
hereunder; provided, that such corporation shall be eligible under Section 8.06
without the execution or filing of any paper or further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Servicer 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 separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider appropriate. If the Servicer shall not
have joined in such appointment within 15 days after the receipt by the Servicer
of a request to do so, or in the case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06 and no
notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.08.

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

            (a) To the extent necessary to effectuate the purposes of this
Section 8.10, all rights, powers, duties and obligations conferred or imposed
upon the Trustee, except for the obligation of the Trustee under this Agreement
to advance funds on behalf of the Servicer, shall be conferred or imposed upon
and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as
successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the applicable Trust
Fund or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;

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

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

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

            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the separate trustees and co-trustees, when
and as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Servicer and the Depositor.

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

            Section 8.11 Tax Matters. It is intended that the assets with
respect to which any REMIC election pertaining to the Trust Fund is to be made,
as set forth in the Preliminary Statement, shall constitute, and that the
conduct of matters relating to such assets shall be such as to qualify such
assets as, a "real estate mortgage investment conduit" as defined in and in
accordance with the REMIC Provisions. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the Trustee is
hereby appointed to act as agent) on behalf of each Trust REMIC described in the
Preliminary Statement and that in such capacity it shall:

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

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

            (c) make an election that each of Pooling-Tier REMIC-1, Pooling-Tier
REMIC-2, the Lower-Tier REMIC, the Upper-Tier REMIC and the Class X REMIC be
treated as a REMIC on the federal tax return for its first taxable year (and, if
necessary, under applicable state law);

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

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

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

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

            (h) pay, from the sources specified in the second to last paragraph
of this Section 8.11, the amount of any federal or state tax, including
prohibited transaction taxes as described below, imposed on each Trust REMIC
before its termination when and as the same shall be due and payable (but such
obligation shall not prevent the Trustee or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not prevent the
Trustee from withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings);

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

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

            The Holder of the largest Percentage Interest of the Class R-2
Certificates shall act as Tax Matters Person for Pooling-Tier REMIC-1, the
holder of the largest Percentage Interest of the Class R-1 Certificates shall
act as the Tax Matters Person for Pooling-Tier REMIC-2, the Lower-Tier REMIC and
the Upper-Tier REMIC, and the Holder of the largest Percentage Interest of the
Class R-3 Certificates shall act as Tax Matters Person for the Class X REMIC, in
each case, within the meaning of Treasury Regulations Section 1.860F-4(d), and
the Trustee is hereby designated as agent of such Certificateholders for such
purpose (or if the Trustee is not so permitted, such Holder shall be the Tax
Matters Person in accordance with the REMIC Provisions). In such capacity, the
Trustee shall, as and when necessary and appropriate, represent any Trust REMIC
in any administrative or judicial proceedings relating to an examination audit
by any governmental taxing authority, request an administrative adjustment as to
any taxable year of any Trust REMIC, enter into settlement agreements with any
governmental taxing agency, extend any statute of limitations relating to any
tax item of any Trust REMIC, and otherwise act on behalf of each Trust REMIC in
relation to any tax matter or controversy involving it.

            The Trustee shall treat the rights of the Class P Certificateholders
to receive Prepayment Premiums, the rights of the Class X Certificateholders to
receive amounts from the Excess Reserve Fund Account and the Supplemental
Interest Trust (subject to the obligation to pay Basis Risk Carry Forward
Amounts and, without duplication, Upper-Tier Carry Forward Amounts) and the
rights of the LIBOR Certificateholders to receive Basis Risk Carry Forward
Amounts and, without duplication, Upper-Tier Carry Forward Amounts as the
beneficial ownership of interests in a grantor trust and not as obligations of
any Trust REMIC created hereunder, for federal income tax purposes. The Trustee
shall file or cause to be filed with the Internal Revenue Service Form 1041 or
such other form as may be applicable and shall furnish or cause to be furnished,
to the Class P, Class X Certificateholders and the LIBOR Certificateholders, the
respective amounts described above that are received, in the time or times and
in the manner required by the Code.

            To enable the Trustee to perform its duties under this Agreement,
the Depositor shall provide to the Trustee within ten days after the Closing
Date all information or data that the Trustee requests in writing and determines
to be relevant for tax purposes to the valuations and offering prices of the
Certificates, including the price, yield, prepayment assumption, and projected
cash flows of the Certificates and the Mortgage Loans. Moreover, the Depositor
shall provide information to the Trustee concerning the value, if any, to each
Class of LIBOR Certificates of the right to receive Basis Risk Carry Forward
Amounts from the Excess Reserve Fund Account and Basis Risk Carry Forward
Amounts or Upper-Tier Carry Forward Amounts from the Supplemental Interest
Trust. Thereafter, the Depositor shall provide to the Trustee promptly upon
written request therefor any additional information or data that the Trustee
may, from time to time, reasonably request to enable the Trustee to perform its
duties under this Agreement; provided, however, that the Depositor shall not be
required to provide any information regarding the Mortgage Loans after the
Closing Date or any information that the Servicer is required to provide to the
Trustee pursuant to this Agreement. The Depositor hereby indemnifies the Trustee
for any losses, liabilities, damages, claims, or expenses of the Trustee arising
from any errors or miscalculations of the Trustee that result from any failure
of the Depositor to provide, pursuant to this paragraph, accurate information or
data to the Trustee on a timely basis.

            The Trustee shall not (i) cause the creation of any interests in any
Trust REMIC other than the regular and residual interests set forth in the
Preliminary Statement, (ii) receive any amount representing a fee or other
compensation for services (except as otherwise permitted by this Agreement) or
(iii) otherwise knowingly or intentionally take any action, cause the Trust Fund
to take any action or fail to take (or fail to cause to be taken) any action
reasonably within its control and the scope of duties more specifically set
forth herein, that, under the REMIC Provisions, if taken or not taken, as the
case may be, could (i) endanger the status of any Trust REMIC as a REMIC or (ii)
result in the imposition of a tax upon any Trust REMIC or the Trust Fund
(including but not limited to the tax on "prohibited transactions" as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code, or the tax on "net income from foreclosure
property") unless the Trustee receives an Opinion of Counsel (at the expense of
the party seeking to take such action or, if such party fails to pay such
expense, at the expense of the Trust Fund, but in no event at the expense of the
Trustee) to the effect that the contemplated action will not, with respect to
the Trust Fund, result in the imposition of a tax upon any Trust REMIC created
hereunder or endanger the status of any Trust REMIC.

            If any tax is imposed on "prohibited transactions" of any Trust
REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from
foreclosure property" of the Pooling-Tier REMIC-1 as defined in Section 860G(c)
of the Code, on any contribution to any Trust REMIC after the Start-up Day
pursuant to Section 860G(d) of the Code, or any other tax is imposed, including,
if applicable, any minimum tax imposed on any Trust REMIC pursuant to Sections
23153 and 24874 of the California Revenue and Taxation Code, if not paid as
otherwise provided for herein, the tax shall be paid by (i) the Trustee if such
tax arises out of or results from negligence of the Trustee in the performance
of any of its obligations under this Agreement, (ii) the Servicer, in the case
of any such minimum tax, and otherwise if such tax arises out of or results from
a breach by the Servicer of any of its obligations under this Agreement, (iii)
the Purchaser if such tax arises out of or results from the Purchaser's
obligation to repurchase a Mortgage Loan pursuant to this Agreement or the
Responsible Party if such tax arises out of or results from the Purchaser's
obligation to repurchase a Mortgage Loan pursuant to the Responsible Party
Agreements, or (iv) in all other cases, or if the Trustee, the Servicer or the
Purchaser fails to honor its obligations under the preceding clause (i), (ii),
or (iii), any such tax will be paid with amounts otherwise to be distributed to
the Certificateholders, as provided in Section 4.02(a).

            For as long as each Trust REMIC shall exist, the Trustee shall act
in accordance with this Agreement and shall comply with any directions of the
Depositor or the Servicer as provided herein so as to assure such continuing
treatment. The Trustee shall not (a) sell or permit the sale of all or any
portion of the Mortgage Loans unless pursuant to a repurchase or substitution in
accordance with this Agreement, or of any investment of deposits in an Account,
and (b) accept any contribution to any Trust REMIC after the Startup Day without
receipt of a REMIC Opinion.

            Section 8.12 Periodic Filings. (a) The Trustee and the Servicer
shall reasonably cooperate with the Depositor in connection with the Trust's
satisfying the reporting requirements under the Exchange Act. The Trustee shall
prepare on behalf of the Trust any Forms 8-K and 10-K customary for similar
securities as required by the Exchange Act and the Rules and Regulations of the
Securities and Exchange Commission thereunder, and the Trustee shall sign and
file (via the Securities and Exchange Commission's Electronic Data Gathering and
Retrieval System) such Forms on behalf of the Depositor, if an officer of the
Depositor signs the Certification pursuant to paragraph (b) of this Section
8.12, or otherwise on behalf of the Trust. In the event the Trustee is signing
on behalf of the Depositor pursuant to the preceding sentence, the Depositor
hereby grants to the Trustee a limited power of attorney to execute and file
each such document on behalf of the Depositor. Such power of attorney shall
continue until the earlier of either (i) receipt by the Trustee from the
Depositor of written termination of such power of attorney and (ii) the
termination of the Trust. Notwithstanding the foregoing, the Trustee shall
prepare such Form 10-K to be signed by the Depositor and the Depositor shall
sign such form unless the Securities and Exchange Commission has indicated that
it will accept a Certification signed by the Depositor where the related Form
10-K is signed by the Trustee on behalf of the Depositor.

            (b) The Depositor shall prepare or cause to be prepared and file the
current Report on Form 8-K attaching this Agreement as an exhibit and,
thereafter, each Form 8-K shall be filed by the Trustee within 15 days after
each Distribution Date, including a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. On or prior
to March 30th of each year (or such earlier date as may be required by the
Exchange Act and the Rules and Regulations of the Securities and Exchange
Commission), the Trustee shall file a Form 10-K, in substance as required by
applicable law or applicable Securities and Exchange Commission staff's
interpretations. Such Form 10-K shall include as exhibits the Servicer's annual
statement of compliance described under Section 3.22 and the accountant's report
described under Section 3.23, in each case to the extent they have been timely
delivered to the Trustee (and upon which the Trustee may rely in delivering its
certification hereunder). If they are not so timely delivered, the Trustee shall
file an amended Form 10-K including such documents as exhibits reasonably
promptly after they are delivered to the Trustee. The Trustee shall have no
liability with respect to any failure to properly prepare or file such periodic
reports resulting from or relating to the Trustee's inability or failure to
obtain any information not resulting from its own negligence, willful misconduct
or bad faith. The Form 10-K shall also include a certification in the form
attached hereto as Exhibit O (the "Certification"), which shall, except as
described below, be signed by the senior officer of the Depositor in charge of
securitization. Notwithstanding the foregoing, if it is determined by the
Depositor that the Certification may be executed by multiple persons, the
Trustee shall sign the Certification in respect of items 1 through 3 thereof and
the Servicer shall cause the senior officer in charge of servicing at the
Servicer to sign the Certification in respect of items 4 and 5 thereof, solely
and with respect to the Servicer and the Trustee may rely on the Certification
signed by the Servicer to the same extent as provided in subsection (c) below.

            (c) In the event the Certification is to be signed by an officer of
the Depositor, the Trustee shall sign a certification (in the form attached
hereto as Exhibit P) for the benefit of the Depositor and its officers,
directors and Affiliates in respect of items 1 through 3 of the Certification
(provided, however, that the Trustee shall not undertake an analysis of the
accountant's report attached as an exhibit to the Form 10-K), and the Servicer
shall sign a certification solely with respect to the Servicer (in the form
attached hereto as Exhibit Q) for the benefit of the Depositor, the Trustee and
their officers, directors and Affiliates in respect of items 4 and 5 of the
Certification. Each such certification shall be delivered to the Depositor and
the Trustee by March 20th of each year (or if not a Business Day, the
immediately preceding Business Day). The Certification attached hereto as
Exhibit O shall be delivered to the Trustee by March 25th for filing on or prior
to March 30th of each year (or if not a Business Day, the immediately preceding
Business Day). In addition, (i) the Trustee shall indemnify and hold harmless
the Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 8.12(c) or
the Trustee's negligence, bad faith or willful misconduct in connection
therewith, and (ii) the Servicer, severally and not jointly, shall indemnify and
hold harmless the Depositor, the Trustee and their respective officers,
directors, employees, agents and Affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Servicer's obligations under this Section 8.12(c) or the
Servicer's negligence, bad faith or willful misconduct in connection therewith.
If the indemnification provided for herein is unavailable or insufficient to
hold harmless the indemnified party, then (i) the Trustee agrees in connection
with a breach of the Trustee's obligations under this Section 8.12(c) or the
Trustee's negligence, bad faith or willful misconduct in connection therewith
that it shall contribute to the amount paid or payable by the Depositor as a
result of the losses, claims, damages or liabilities of the Depositor in such
proportion as is appropriate to reflect the relative fault of the Depositor on
the one hand and the Trustee on the other and (ii) the Servicer agrees that it
shall contribute to the amount paid or payable by the Depositor and/or the
Trustee as a result of the losses, claims, damages or liabilities of the
Depositor and/or the Trustee in such proportion as is appropriate to reflect the
relative fault of the Depositor or the Trustee, as the case may be, on the one
hand and the Servicer on the other in connection with a breach of the Servicer's
obligations under this Section 8.12(c) or the Servicer's negligence, bad faith
or willful misconduct in connection therewith.

            (d) Upon any filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver to the Depositor a copy of any such executed
report, statement or information.

            (e) Prior to January 30 of the first year in which the Trustee is
able to do so under applicable law, the Trustee shall file a Form 15 Suspension
Notification with respect to the Trust.

            Section 8.13 Tax Treatment of Upper-Tier Carry Forward Amounts and
Basis Risk Carry Forward Amounts. The Trustee shall treat the rights that each
Class of LIBOR Certificates has to receive payments of Upper-Tier Carry Forward
Amounts and, to the extent not paid from the Excess Reserve Fund Account, Basis
Risk Carry Forward Amounts from the Supplemental Interest Trust (together with
Basis Risk Carry Forward Amounts from the Excess Reserve Fund Account) as rights
to receive payments under a limited recourse interest rate cap contract written
by the Class X Certificateholders in favor of each such Class. Accordingly, each
Class of Certificates (excluding the Class X, Class P and Class R Certificates)
will be comprised of two components - an Upper-Tier Regular Interest and an
interest in an interest rate cap contract, and the Class X Certificate will be
comprised of four components - two Upper-Tier Regular Interests (the Class X
Interest and the Class IO Interest), ownership of the Excess Reserve Fund
Account, subject to an obligation to pay Basis Risk Carry Forward Amounts, and
ownership of the Supplemental Interest Trust and the Interest Rate Swap
Agreement, subject to the obligation to pay Upper-Tier Carry Forward Amounts
and, without duplication, Basis Risk Carry Forward Amounts. The Trustee shall
allocate the issue price for a Class of LIBOR Certificates among the respective
components for purposes of determining the issue price of the Upper-Tier Regular
Interest component based on information received from the Depositor. Unless
otherwise advised by the Depositor in writing, for federal income tax purposes,
the Trustee is hereby directed to assign a value of zero to the right of each
Holder of a LIBOR Certificate to receive the related Upper-Tier Carry Forward
Amounts and, without duplication, the related Basis Risk Carry Forward Amount
for purposes of allocating the purchase price of an initial LIBOR
Certificateholder between such right and the related Upper-Tier Regular
Interest.

            Holders of LIBOR Certificates shall also be treated as having agreed
to pay, on each Distribution Date, to the Holders of the Class X Certificates an
aggregate amount equal to the excess, if any, of (i) Net Swap Payments and Swap
Termination Payments (other than Defaulted Swap Termination Payments) over (ii)
the sum of amounts payable on the Class X Interest available for such payments
and amounts payable on the Class IO Interest (such excess, a "Class IO
Shortfall"), first from interest and then from principal distributable on the
LIBOR Certificates. A Class IO Shortfall payable from interest collections shall
be allocated pro rata among such LIBOR Certificates based on the amount of
interest otherwise payable to such Class of LIBOR Certificates, and a Class IO
Shortfall payable from principal collections shall be allocated in reverse
sequential order beginning with the most subordinate Class of LIBOR Certificates
then Outstanding.

            Any payments of Class IO Shortfalls shall be treated for tax
purposes as having been received by the Holders of such Class of LIBOR
Certificates in respect of the corresponding Upper-Tier Regular Interest and as
having been paid by such Holders to the Holders of the Class X Certificates
through the Supplemental Interest Trust.


                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination upon Liquidation or Purchase of the
Mortgage Loans. Subject to Section 9.02 and Section 9.03, the obligations and
responsibilities of the Depositor, the Servicer and the Trustee created hereby
with respect to the Trust Fund shall terminate upon the earlier of (a) the
purchase, on the Optional Termination Date, by the Servicer of all Mortgage
Loans (and REO Properties) at the price equal to the sum of (i) 100% of the
unpaid principal balance of each Mortgage Loan (other than in respect of REO
Property) plus accrued and unpaid interest thereon at the applicable Mortgage
Interest Rate, (ii) the lesser of (x) the appraised value of any REO Property as
determined by the higher of two appraisals completed by two independent
appraisers selected by the Person electing to terminate the Trust Fund (or in
the case of the Servicer, acting at the direction of the Majority Class C
Certificateholder, selected by the Majority Class C Certificateholder), at the
expense of such Person (or in the case of the Servicer, acting at the direction
of the Majority Class C Certificateholder, the Majority Class C
Certificateholder), plus accrued and unpaid interest on the related Mortgage
Loan at the applicable Mortgage Interest Rates and (y) the unpaid principal
balance of each Mortgage Loan related to any REO Property, in each case plus
accrued and unpaid interest thereon at the applicable Mortgage Interest Rate,
and (iii) any Swap Termination Payment owed to the Swap Provider (as provided to
the Trustee by the Swap Provider pursuant to the Interest Rate Swap Agreement)
("Termination Price") and (b) the later of (i) the maturity or other Liquidation
Event (or any Advance with respect thereto) of the last Mortgage Loan remaining
in the Trust Fund and the disposition of all REO Property and (ii) the
distribution to Certificateholders of all amounts required to be distributed to
them pursuant to this Agreement. In no event shall the trusts created hereby
continue beyond the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James's, living on the date hereof.

            Section 9.02 Final Distribution on the Certificates. If on any
Remittance Date, the Servicer notifies the Trustee that there are no Outstanding
Mortgage Loans and no other funds or assets in the Trust Fund other than the
funds in the Collection Account, the Servicer shall direct the Trustee promptly
to send a Notice of Final Distribution to each Certificateholder and the Swap
Provider. If the Servicer (at the direction of the Majority Class C
Certificateholder) elects to terminate the Trust Fund pursuant to clause (a) of
Section 9.01, by the 25th day of the month preceding the month of the final
distribution, the Person electing to terminate the Trust Fund shall notify the
Depositor, the Servicer and the Trustee of the date the electing Person intends
to terminate the Trust Fund and of the applicable Termination Price of the
Mortgage Loans and REO Properties. The Servicer, when acting at the direction of
the Majority Class C Certificateholder, shall be entitled to reasonably rely on
a representation from the Majority Class C Certificateholder that it is the
Majority Class C Certificateholder and is entitled under this Agreement to
direct the Servicer to terminate the Trust Fund.

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

            In the event such Notice of Final Distribution is given and the
Person electing to terminate the Trust Fund is the Servicer (at the direction of
the Majority Class C Certificateholder), the Majority Class C Certificateholder
shall remit the applicable Termination Price in immediately available funds to
the Servicer at least two Business Days prior to the applicable Distribution
Date, and, upon receipt of such funds from the Majority Class C
Certificateholder, the Servicer shall promptly deposit such funds in the
applicable Collection Account. During the time such funds are held in such
Collection Account, such funds shall be invested, at the direction of the
Majority Class C Certificateholder, in Permitted Investments, and the Majority
Class C Certificateholder shall be entitled to all income from such investments,
and shall be responsible for, and shall reimburse the Servicer for all losses
from such investments. The Majority Class C Certificateholder shall be obligated
to reimburse the Servicer for its reasonable out-of-pocket expenses incurred in
connection with its termination of the Trust Fund at the direction of the
Majority Class C Certificateholder and shall indemnify and hold harmless the
Servicer for any losses, liabilities or expenses resulting from any claims
directly resulting from or relating to the Servicer's termination of the Trust
Fund at the direction of the Majority Class C Certificateholder, except to the
extent such losses, liabilities or expenses arise out of or result from the
Servicer's negligence, bad faith or willful misconduct. In connection with any
such termination of the Trust Fund, the Servicer shall cause all funds in the
Collection Account, including the applicable Termination Price for the Mortgage
Loans and REO Properties if the Servicer is electing to terminate the Trust
Fund, to be remitted to the Trustee for deposit in the Distribution Account on
the Business Day prior to the applicable Distribution Date. Upon such final
deposit with respect to the Trust Fund and the receipt by the Trustee of a
Request for Release therefor, the Trustee shall promptly release to the Person
electing to terminate the Trust Fund, or its designee, the Custodial Files for
the Mortgage Loans.

            Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Certificateholders of each Class (after
reimbursement of all amounts due to the Servicer (including all unreimbursed
Advances and any Servicing Fees accrued and unpaid as of the date the
Termination Price is paid), the Depositor and the Trustee hereunder), in each
case on the final Distribution Date and in the order set forth in Section 4.02,
in proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount up to an amount equal to (i) as
to each Class of Regular Certificates (except the Class X Certificates), the
Certificate Balance thereof plus for each such Class and the Class X
Certificates accrued interest thereon in the case of an interest bearing
Certificate and all other amounts to which such Classes are entitled pursuant to
Section 4.02, (ii) as to the Residual Certificates, the amount, if any, which
remains on deposit in the Distribution Account (other than the amounts retained
to meet claims) after application pursuant to clause (i) above.

            In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered for cancellation,
the Class R Certificateholders shall be entitled to all unclaimed funds and
other assets of the Trust Fund which remain subject hereto.

            Section 9.03 Additional Termination Requirements. In the event a
Person elects to terminate the Trust Fund as provided in Section 9.01, the Trust
Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel,
at the expense of the electing Person, to the effect that the failure to comply
with the requirements of this Section 9.03 will not (i) result in the imposition
of taxes on "prohibited transactions" on any Trust REMIC as defined in Section
860F of the Code, or (ii) cause any Trust REMIC to fail to qualify as a REMIC at
any time that any Certificates are Outstanding:

            (a) The Trustee shall sell all of the assets of the Trust Fund to
the Person electing to terminate the Trust Fund, or its designee, and, within 90
days of such sale, shall distribute to the Certificateholders the proceeds of
such sale in complete liquidation of each of the Trust REMICs; and

            (b) The Trustee shall attach a statement to the final federal income
tax return for each of the Trust REMICs stating that pursuant to Treasury
Regulations Section 1.860F 1, the first day of the 90 day liquidation period for
each such Trust REMIC was the date on which the Trustee sold the assets of the
Trust Fund to the electing Person.



                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer and the Trustee without the consent of any
of the Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct
any defective provision herein or to supplement any provision herein which may
be inconsistent with any other provision herein, (iii) to add to the duties of
the Depositor or the Servicer, (iv) to add any other provisions with respect to
matters or questions arising hereunder or (v) to modify, alter, amend, add to or
rescind any of the terms or provisions contained in this Agreement; provided,
that any action pursuant to clause (iv) or (v) above shall not, as evidenced by
an Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee or the Trust Fund), adversely affect in any material respect the
interests of any Certificateholder; provided, further, that the amendment shall
not be deemed to adversely affect in any material respect the interests of the
Certificateholders if the Person requesting the amendment obtains a letter from
each Rating Agency stating that the amendment would not result in the
downgrading or withdrawal of the respective ratings then assigned to the
Certificates; it being understood and agreed that any such letter in and of
itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. The Trustee, the Depositor and the Servicer also may
at any time and from time to time amend this Agreement, but without the consent
of the Certificateholders to modify, eliminate or add to any of its provisions
to such extent as shall be necessary or helpful to (i) maintain the
qualification of each Trust REMIC under the REMIC Provisions, (ii) avoid or
minimize the risk of the imposition of any tax on any Trust REMIC pursuant to
the Code that would be a claim at any time prior to the final redemption of the
Certificates or (iii) comply with any other requirements of the Code; provided,
that the Trustee has been provided an Opinion of Counsel, which opinion shall be
an expense of the party requesting such opinion but in any case shall not be an
expense of the Trustee or the Trust Fund, to the effect that such action is
necessary or helpful to, as applicable, (i) maintain such qualification, (ii)
avoid or minimize the risk of the imposition of such a tax or (iii) comply with
any such requirements of the Code.

            This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Trustee with the consent of the Holders of
Certificates evidencing Percentage Interests aggregating not less than 66(2)/3%
of each Class of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in
clause (i), without the consent of the Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests aggregating not less than
66(2)/3%, or (iii) reduce the aforesaid percentages of Certificates the Holders
of which are required to consent to any such amendment, without the consent of
the Holders of all such Certificates then Outstanding.

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

            Notwithstanding the foregoing provisions of this Section 10.01, with
respect to any amendment that significantly modifies the permitted activities of
the Trustee or the Servicer, any Certificate beneficially owned by the Depositor
or any of its Affiliates shall be deemed not to be Outstanding (and shall not be
considered when determining the percentage of Certificateholders consenting or
when calculating the total number of Certificates entitled to consent) for
purposes of determining if the requisite consents of Certificateholders under
this Section 10.01 have been obtained.

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

            It shall not be necessary for the consent of Certificateholders
under this Section 10.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            Nothing in this Agreement shall require the Trustee to enter into an
amendment which modifies its obligations or liabilities without its consent and
in all cases without receiving an Opinion of Counsel (which Opinion shall not be
an expense of the Trustee or the Trust Fund), satisfactory to the Trustee that
(i) such amendment is permitted and is not prohibited by this Agreement and that
all requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.

            Section 10.02 Recordation of Agreement; Counterparts. This Agreement
is subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by either Servicer at the expense of the Trust, but only upon receipt
of an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.

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

            Section 10.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Section 10.04 Intention of Parties. It is the express intent of the
parties hereto that the conveyance (i) of the Mortgage Loans by the Depositor
and (ii) of the Trust Fund by the Depositor to the Trustee each be, and be
construed as, an absolute sale thereof. It is, further, not the intention of the
parties that such conveyances be deemed a pledge thereof. However, in the event
that, notwithstanding the intent of the parties, such assets are held to be the
property of the Depositor, as the case may be, or if for any other reason this
Agreement is held or deemed to create a security interest in either such assets,
then (i) this Agreement shall be deemed to be a security agreement within the
meaning of the Uniform Commercial Code of the State of New York and (ii) the
conveyances provided for in this Agreement shall be deemed to be an assignment
and a grant by the Depositor to the Trustee, for the benefit of the
Certificateholders, of a security interest in all of the assets transferred,
whether now owned or hereafter acquired.

            The Depositor, for the benefit of the Certificateholders, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in
the Trust Fund, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of the Agreement.

            Section 10.05 Notices. (a) The Trustee shall use its best efforts to
promptly provide notice to each Rating Agency with respect to each of the
following of which it has actual knowledge:

            1. Any material change or amendment to this Agreement;

            2. The occurrence of any Event of Default that has not been cured;

            3. The resignation or termination of the Servicer or the Trustee and
the appointment of any successor;

            4. The repurchase or substitution of Mortgage Loans pursuant to
Sections 2.03, 2.07 or 3.28; and

            5. The final payment to Certificateholders.

            (b) In addition, the Trustee shall promptly furnish to each Rating
Agency copies of the following:

            1. Each report to Certificateholders described in Section 4.03.

            2. Any notice of a purchase of a Mortgage Loan pursuant to Section
3.28.

            All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered to (a) in the case of
the Depositor, to GS Mortgage Securities Corp., 85 Broad Street, New York, New
York 10004, Attention: Principal Finance Group/Christopher M. Gething and Asset
Management Group/Senior Asset Manager (and, in the case of the Officer's
Certificate delivered pursuant to Section 3.22, to PricewaterhouseCoopers LLP,
222 Lakeview Avenue, Suite 360, West Palm Beach, Florida 33401, Attention:
Jonathan Collman), or such other address as may be hereafter furnished to the
Trustee and the Servicer by the Depositor in writing; (b) in the case of the
Servicer, to National City Home Loan Services, Inc., 150 Allegheny Center,
Pittsburgh, PA 15212, Attention: Steven A. Baranet, or such other address as may
be hereafter furnished to the Depositor and the Trustee by NCHLS in writing; (c)
in the case of the Trustee, to the Corporate Trust Office, or such other address
as the Trustee may hereafter furnish to the Depositor and NCHLS, and (d) in the
case of each of the Rating Agencies, the address specified therefor in the
definition corresponding to the name of such Rating Agency. Notices to
Certificateholders shall be deemed given when mailed, first class postage
prepaid, to their respective addresses appearing in the Certificate Register.

            Section 10.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

            Section 10.07 Assignment; Sales; Advance Facilities. (a)
Notwithstanding anything to the contrary contained herein, except as provided in
Section 6.04, this Agreement may be assigned by the Servicer with the prior
written consent of the Depositor and the Trustee. In addition, for so long as
the Servicer is acting as the Servicer hereunder (i) the Servicer is hereby
authorized to enter into an advance facility ("Advance Facility") under which
(A) the Servicer sells, assigns or pledges to an Advancing Person the Servicer's
rights under this Agreement to be reimbursed for any P&I Advances or Servicing
Advances and/or (B) an Advancing Person agrees to fund some or all P&I Advances
or Servicing Advances required to be made by the Servicer pursuant to this
Agreement and (ii) the Servicer is hereby authorized to assign its rights to the
Servicing Fee; it being understood neither the Trust Fund nor any party hereto
shall have a right or claim to an Advance Reimbursement Amount so assigned or to
the portion of the Servicing Fee so assigned; it being further understood that
upon resignation or termination of the Servicer and reimbursement of all amounts
due to the Servicer hereunder, the assignment of further Advance reimbursement
rights to such Advance Facility (in the case of clause (i)) and such assignment
(in the case of clause (ii)) shall be terminated with respect to amounts due
related to this Agreement. No consent of the Trustee, Certificateholders, or any
other party is required before the Servicer may enter into an Advance Facility.
Notwithstanding the existence of any Advance Facility under which an Advancing
Person agrees to fund P&I Advances and/or Servicing Advances on the Servicer's
behalf, the Servicer shall remain obligated pursuant to this Agreement to make
P&I Advances and Servicing Advances pursuant to and as required by this
Agreement, and shall not be relieved of such obligations by virtue of such
Advance Facility.

            (b) Advance reimbursement amounts ("Advance Reimbursement Amounts")
shall consist solely of amounts in respect of P&I Advances and/or Servicing
Advances made with respect to the Mortgage Loans for which the Servicer would be
permitted to reimburse itself in accordance with this Agreement, assuming the
Servicer had made the related P&I Advance(s) and/or Servicing Advance(s).

            (c) The Servicer shall maintain and provide to any successor
Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced
by, pledged or assigned to, and reimbursed to any Advancing Person. The
successor Servicer shall be entitled to rely on any such information provided by
the predecessor Servicer, and the successor Servicer shall not be liable for any
errors in such information.

            (d) An Advancing Person who purchases or receives an assignment or
pledge of the rights to be reimbursed for P&I Advances and/or Servicing
Advances, and/or whose obligations hereunder are limited to the funding of P&I
Advances and/or Servicing Advances shall not be required to meet the criteria
for qualification of a Subservicer set forth in this Agreement.

            (e) Advance Reimbursement Amounts distributed with respect to each
Mortgage Loan shall be allocated to outstanding unreimbursed P&I Advances or
Servicing Advances (as the case may be) made with respect to that Mortgage Loan
on a "first-in, first out" (FIFO) basis. Such documentation shall also require
the Servicer to provide to the related Advancing Person or its designee
loan-by-loan information with respect to each such Advance Reimbursement Amount
distributed to such Advancing Person or Advance Facility trustee on each
Distribution Date, to enable the Advancing Person or Advance Facility trustee to
make the FIFO allocation of each such Advance Reimbursement Amount with respect
to each Mortgage Loan. The Servicer shall remain entitled to be reimbursed by
the Advancing Person or Advance Facility trustee for all P&I Advances and
Servicing Advances funded by the Servicer to the extent the related rights to be
reimbursed therefor have not been sold, assigned or pledged to an Advancing
Person.

            (f) Any amendment to this Section 10.07 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 10.07, including
amendments to add provisions relating to a successor Servicer, may be entered
into by the Trustee, the Depositor and the Servicer without the consent of any
Certificateholder, notwithstanding anything to the contrary in this Agreement,
provided, that the Trustee has been provided an Opinion of Counsel that such
amendment has no material adverse effect on the Certificateholders which opinion
shall be an expense of the Servicer entering into the Advance Facility but in
any case shall not be an expense of the Trustee or the Trust Fund; provided,
further, that the amendment shall not be deemed to adversely affect in any
material respect the interests of the Certificateholders if the Person
requesting the amendment obtains a letter from each Rating Agency (instead of
obtaining an Opinion of Counsel) stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates; it being understood and agreed that any such rating letter in and
of itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. Prior to entering into an Advance Facility, the
Servicer shall notify the lender under such facility in writing that: (a) the
Advances financed by and/or pledged to the lender are obligations owed to the
Servicer on a non-recourse basis payable only from the cash flows and proceeds
received under this Agreement for reimbursement of Advances only to the extent
provided herein, and the Trustee and the Trust are not otherwise obligated or
liable to repay any Advances financed by the lender; (b) the Servicer will be
responsible for remitting to the lender the applicable amounts collected by it
as reimbursement for Advances funded by the lender, subject to the restrictions
and priorities created in this Agreement; and (c) the Trustee shall not have any
responsibility to track or monitor the administration of the financing
arrangement between the Servicer and the lender.

            Section 10.08 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust created hereby, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the Trust
created hereby, or otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.

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

            No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as herein provided, and
unless the Holders of Certificates evidencing not less than 25% of the Voting
Rights evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity shall have neglected or refused to institute any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

            Section 10.09 Inspection and Audit Rights. The Servicer agrees that
on reasonable prior notice, it will permit any representative of the Depositor,
or the Trustee during such Person's normal business hours, to examine all the
books of account, records, reports and other papers of such Person relating to
the applicable Mortgage Loans, to make copies and extracts therefrom, to cause
such books to be audited by independent certified public accountants selected by
the Depositor or the Trustee and to discuss its affairs, finances and accounts
relating to such Mortgage Loans with its officers, employees and independent
public accountants (and by this provision the Servicer hereby authorizes said
accountants to discuss with such representative such affairs, finances and
accounts), all at such reasonable times and as often as may be reasonably
requested. Any reasonable out-of-pocket expense of the Servicer incident to the
exercise by the Depositor, or the Trustee of any right under this Section 10.09
shall be borne by the Servicer. The Servicer may impose commercially reasonable
restrictions on dissemination of information the Servicer defines as
confidential.

            Nothing in this Section 10.09 shall limit the obligation of the
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of the Servicer to provide access as
provided in this Section 10.09 as a result of such obligation shall not
constitute a breach of this Section. Nothing in this Section 10.09 shall require
the Servicer to collect, create, collate or otherwise generate any information
that it does not generate in its usual course of business. The Servicer shall
not be required to make copies of or to ship documents to any Person who is not
a party to this Agreement, and then only if provisions have been made for the
reimbursement of the costs thereof.

            Section 10.10 Certificates Nonassessable and Fully Paid. It is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully paid.

            Section 10.11 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW)
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED
BEFORE A JUDGE SITTING WITHOUT A JURY.

            Section 10.12 Limitation of Damages. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE
LIABLE TO ANY OTHER PARTY FOR ANY PUNITIVE DAMAGES WHATSOEVER, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL
OR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT BE
APPLICABLE WITH RESPECT TO THIRD PARTY CLAIMS MADE AGAINST A PARTY.

            Section 10.13 Rights of the Swap Provider. The Swap Provider shall
be deemed a third-party beneficiary of this Agreement to the same extent as if
it were a party hereto and shall have the right to enforce its rights under this
Agreement.

            Section 10.14 No Solicitation. From and after the Closing Date, the
Servicer agrees that it will not take any action or permit or cause any action
to be taken by any of its agents or Affiliates, or by any independent
contractors or independent mortgage brokerage companies on its behalf, to
personally, by telephone, mail or electronic mail, specifically target through
direct solicitations, the Mortgagors under the Mortgage Loans for the purpose of
refinancing such Mortgage Loans; provided, however, that the Servicer may
solicit any Mortgagor for whom the Servicer has become aware of or received a
request for payoff, or a written or verbal communication from Mortgagor or
his/her agent indicating a desire to prepay the related Mortgage Loan and,
provided, further, that it is understood and agreed that promotions undertaken
by the Servicer or any of its Affiliates which (i) concern optional insurance
products (excluding single premium insurance) or other financial products or
services (excluding any mortgage related products such as home equity lines of
credit and second mortgage products), or (ii) are directed to the general public
at large or certain segments thereof exclusive of the Mortgagors as a targeted
group and, including mass mailings based on commercially acquired mailing lists,
newspaper, radio and television advertisements shall not constitute solicitation
under this Section 10.14, nor is the Servicer prohibited from responding to
unsolicited requests or inquiries made by a Mortgagor or his or her agent.


                                 * * * * * * *


<PAGE>


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


                                             GS MORTGAGE SECURITIES CORP.



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


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



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             NATIONAL CITY HOME LOAN SERVICES,
                                                INC.



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


<PAGE>


                                   SCHEDULE I

                             Mortgage Loan Schedule
                     [Available Upon Request to the Trustee]


<PAGE>


                                   SCHEDULE II

                      FFMLT Mortgage Loan Trust 2005-FF11,
                       Mortgage Pass-Through Certificates
      Representations and Warranties of National City Home Loan Services,
                               Inc., as Servicer

            National City Home Loan Services, Inc. ("NCHLS") hereby makes the
representations and warranties set forth in this Schedule II to the Depositor
and the Trustee, as of the Closing Date, or if so specified herein, as of the
Cut-off Date:

            (1) NCHLS is a corporation organized under the laws of the State of
      Delaware and is an operating subsidiary of National City Bank of Indiana.
      As a national bank operating subsidiary, it is regulated by the Office of
      the Comptroller of the Currency and is subject to applicable laws and
      regulations. NCHLS is duly authorized to service mortgage loans and to
      carry on its business as now being conducted as an operating subsidiary of
      a national bank and has any applicable licenses necessary to carry on its
      business as now being conducted and is, if applicable, qualified and in
      good standing in each state where a Mortgaged Property is located if the
      applicable laws of such state require licensing or qualification in order
      to conduct business of the type conducted by NCHLS, and in any event NCHLS
      is, if applicable, in compliance with the laws of any such state to the
      extent necessary to service the related Mortgage Loan and to ensure for
      the Seller the enforceability of the related Mortgage Loan in accordance
      with the terms of this Pooling and Servicing Agreement; NCHLS has the full
      corporate power and authority to execute and deliver this Agreement and to
      perform in accordance herewith; the execution, delivery and performance of
      this Agreement (including all instruments or transfer to be delivered
      pursuant to this Agreement) by NCHLS and the consummation of the
      transactions contemplated hereby have been duly and validly authorized;
      this Agreement evidences the valid, binding and enforceable obligation of
      NCHLS; and all requisite corporate action has been taken by NCHLS to make
      this Agreement valid and binding upon NCHLS in accordance with its terms,
      subject to: (1) bankruptcy, reorganization, insolvency, moratorium or
      other similar laws now or hereafter in effect relating to creditors'
      rights generally, including, without limitation, the effect of statutory
      or ether laws regarding fraudulent conveyances or preferential transfers,
      and (2) general principles of equity upon the specific enforceability of
      any of the remedies, covenants or other provisions of this Pooling and
      Servicing Agreement and upon the availability of injunctive relief or
      other equitable remedies and the application of principles of equity
      (regardless of whether such enforceability is considered in a proceeding
      in equity or at law) as such principles relate to, limit or affect the
      enforcement of creditors' rights generally and the discretion of the court
      before which any proceeding for such enforcement may be brought;

            (2) The consummation of the transactions contemplated by this
      Pooling and Servicing Agreement are in the ordinary course of business of
      NCHLS;

            (3) Neither the execution and delivery of this Pooling and Servicing
      Agreement, nor the fulfillment of or compliance with the terms and
      conditions of this Agreement, will conflict with or result in a breach of
      any of the terms, conditions or provisions of NCHLS's charter or by-laws
      or any legal restriction or any agreement or instrument to which NCHLS is
      now a party or by which it is bound, or constitute a default or result in
      an acceleration under any of the foregoing, or result in the violation of
      any law, rule, regulation, order, judgment or decree to which NCHLS or its
      property is subject, or impair the ability of the Purchaser to realize on
      the Mortgage Loans, or impair the value of the Mortgage Loans;

            (4) NCHLS is a seller/servicer of residential mortgage loans, with
      the facilities, procedures, and experienced personnel necessary for the
      sound servicing of mortgage loans of the same type as the Mortgage Loans;

            (5) NCHLS does not believe, nor does it have any reason or cause to
      believe, that it cannot perform each and every covenant contained in this
      Pooling and Servicing Agreement;

            (6) There is no action, suit, proceeding or investigation pending
      or, to the best of NCHLS's knowledge, threatened against NCHLS which,
      either in any one instance or in the aggregate, may result in any material
      adverse change in the business, operations, financial condition,
      properties or assets of NCHLS, or in any material impairment of the right
      or ability of NCHLS to carry on its business substantially as now
      conducted, or in any material liability on the part of NCHLS, or which
      would draw into question the validity of this Agreement or the Mortgage
      Loans or of any action taken or to be taken in connection with the
      obligations of NCHLS contemplated herein, or which would be likely to
      impair materially the ability of NCHLS to perform under the terms of this
      Pooling and Servicing Agreement;

            (7) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by NCHLS of or compliance by NCHLS with this Agreement or the
      servicing of the Mortgage Loans as evidenced by the consummation of the
      transactions contemplated by this Pooling and Servicing Agreement, or if
      required, such approval has been obtained prior to the Closing Date;

            (8) Neither this Agreement nor any statement, report or other
      document furnished or to be furnished pursuant to this Pooling and
      Servicing Agreement or in connection with the transactions contemplated
      hereby contains any untrue statement of fact.

            (9) Prior to the date hereof, each Mortgage Loan has been serviced
      in all material respects in strict compliance with Accepted Servicing
      Practices and NCHLS has reported the Mortgagor credit files to each of the
      three credit repositories on a monthly basis in a timely manner.

            With respect to each NCHLS Serviced Mortgage Loan, to the extent
NCHLS serviced such NCHLS Serviced Mortgage Loan and to the extent NCHLS
provided monthly reports to the three credit repositories, NCHLS has fully
furnished, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information (i.e., favorable and unfavorable)
on its borrower credit files to Equifax, Experian, and Trans Union Credit
Information Company (three of the credit repositories), on a monthly basis.


<PAGE>


                                   EXHIBIT A-1

                FORM OF CLASS A, CLASS M AND CLASS B CERTIFICATES

[To be added to the Class B-1, Class B-2 and Class B-3 Certificates while they
remain Private Certificates: IF THIS CERTIFICATE IS A PHYSICAL CERTIFICATE,
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE (THE
"TRANSFEROR CERTIFICATE") IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO
HEREIN AND EITHER (I) THE TRUSTEE RECEIVES A RULE 144A LETTER (THE "144A
LETTER") IN THE FORM OF EXHIBIT J TO THE AGREEMENT REFERRED TO HEREIN OR A
LETTER (THE "NON-RULE 144A INVESTMENT LETTER") IN THE FORM OF EXHIBIT K TO THE
AGREEMENT REFERRED TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL,
DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE PROPOSED TRANSFEROR WILL BE
DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE TRANSFEROR
CERTIFICATE AND THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE EACH OF THE
CERTIFICATIONS SET FORTH IN THE RULE 144A LETTER, IN EACH CASE AS IF SUCH
CERTIFICATE WERE EVIDENCED BY A PHYSICAL CERTIFICATE.

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

Unless this Certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER
ASSETS.

AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER
OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE
REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A
PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON
BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR
ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE
FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION
CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-8, PTCE 95-60 OR PTCE 96-23
OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.

Certificate No.                     :

Cut-off Date                        :          November 1, 2005

First Distribution Date             :          December 27, 2005

Initial Certificate Balance
of this Certificate
("Denomination")                    :

<TABLE>
<CAPTION>
Initial Certificate Balances of
all Certificates of this Class      :             Class        Class Certificate Balance
                                                ----------     -------------------------
<S>                                             <C>            <C>
                                                Class A-1                   $240,920,000
                                                Class A-2A                  $162,968,000
                                                Class A-2B                   $65,054,000
                                                Class A-2C                   $62,808,000
                                                Class A-2D                   $71,578,000
                                                Class M-1                    $46,612,000
                                                Class M-2                    $15,412,000
                                                Class M-3                    $21,803,000
                                                Class M-4                     $9,398,000
                                                Class M-5                     $9,773,000
                                                Class M-6                     $6,766,000
                                                Class B-1                     $5,263,000
                                                Class B-2                     $4,887,000
                                                Class B-3                     $7,518,000

CUSIP                               :             Class                        CUSIP No.
                                                ----------                    -----------
                                                Class A-1                     362341 YA 1
                                                Class A-2A                    362341 YB 9
                                                Class A-2B                    362341 YC 7
                                                Class A-2C                    362341 YD 5
                                                Class A-2D                    362341 YE 3
                                                Class M-1                     362341 YF 0
                                                Class M-2                     362341 YG 8
                                                Class M-3                     362341 YH 6
                                                Class M-4                     362341 YJ 2
                                                Class M-5                     362341 YK 9
                                                Class M-6                     362341 YL 7
                                                Class B-1                     362341 YQ 6
                                                Class B-2                     362341 YR 4
                                                Class B-3                     362341 YS 2

ISIN                                :             Class
                                                ----------
                                                Class A-1                    US362341YA10
                                                Class A-2A                   US362341YB92
                                                Class A-2B                   US362341YC75
                                                Class A-2C                   US362341YD58
                                                Class A-2D                   US362341YE32
                                                Class M-1                    US362341YF07
                                                Class M-2                    US362341YG89
                                                Class M-3                    US362341YH62
                                                Class M-4                    US362341YJ29
                                                Class M-5                    US362341YK91
                                                Class M-6                    US362341YL74
                                                Class B-1                    US362341YQ61
                                                Class B-2                    US362341YR45
                                                Class B-3                    US362341YS28
</TABLE>


<PAGE>


                          GS MORTGAGE SECURITIES CORP.

                              FFMLT Trust 2005-FF11
              Mortgage Pass-Through Certificates, Series 2005-FF11
                        [Class A-] [Class M-] [Class B-]

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, the Purchaser, the Responsible Party or the Trustee
referred to below or any of their respective affiliates. Neither this
Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality.

            This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions pursuant to a Pooling and Servicing Agreement, dated as of the
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities
Corp., as depositor (the "Depositor"), National City Home Loan Services, Inc.,
as servicer (the "Servicer"), and Deutsche Bank National Trust Company, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.

                                       *  *  *


<PAGE>


            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated:

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



                                          By:
                                             -----------------------------------


Authenticated:



By:
   -------------------------------------
   Authorized Signatory of
   DEUTSCHE BANK NATIONAL TRUST COMPANY,
   not in its individual capacity,
   but solely as Trustee


<PAGE>


                          GS MORTGAGE SECURITIES CORP.
                              FFMLT Trust 2005-FF11
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as FFMLT Trust 2005-FF11 Mortgage Pass-Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes, or such other location specified in the notice to Certificateholders
of such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders
of Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

--------------------------------------------------------------------------------

Dated:


                                       -----------------------------------------
                                       Signature by or on behalf of assignor


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.


<PAGE>


                                    EXHIBIT B

                           FORM OF CLASS P CERTIFICATE

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE IN THE FORM
OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT J TO THE AGREEMENT REFERRED
TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO APPLICABLE FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW
WITHOUT THE REPRESENTATION LETTER SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.

Certificate No.                                    :        1

Cut-off Date                                       :        November 1, 2005

First Distribution Date                            :        December 27, 2005

Percentage Interest of this Certificate
("Denomination")                                   :        [__]%

CUSIP                                              :

ISIN                                               :


<PAGE>


                          GS MORTGAGE SECURITIES CORP.

                              FFMLT Trust 2005-FF11
              Mortgage Pass-Through Certificates, Series 2005-FF11

                                     Class P

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation
of, or an interest in, and is not guaranteed by the Depositor, the Servicer or
the Trustee referred to below or any of their respective affiliates. Neither
this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.

            This certifies that __________ is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities
Corp., as depositor (the "Depositor"), National City Home Loan Services, Inc.,
as servicer (the "Servicer"), and Deutsche Bank National Trust Company, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
offices designated by the Trustee for such purpose.

            No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with the 1933 Act and such laws. In the event of any
such transfer, the Trustee shall require the transferor to execute a transferor
certificate (in substantially the form attached to the Pooling and Servicing
Agreement) and deliver either (i) a Rule 144A Letter, in either case
substantially in the form attached to the Agreement, or (ii) a written Opinion
of Counsel to the Trustee that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from the
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel
shall be an expense of the transferor.

            No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA, Section 4975 of the Code or any materially
similar provisions of applicable Federal, state or local law ("Similar Law"), or
a person acting on behalf of or investing plan assets of any such plan, which
representation letter shall not be an expense of the Trustee.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.

                                       *  *  *


<PAGE>


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:


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



                                         By:
                                            ------------------------------------


Authenticated:



By
  ----------------------------------------
  Authorized Signatory of
  DEUTSCHE BANK NATIONAL TRUST COMPANY,
  not in its individual capacity,
  but solely as Trustee


<PAGE>


                          GS MORTGAGE SECURITIES CORP.
                              FFMLT Trust 2005-FF11
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as FFMLT Trust 2005-FF11 Mortgage Pass-Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes or such other location specified in the notice to Certificateholders of
such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders
of Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

--------------------------------------------------------------------------------

Dated:


                                       -----------------------------------------
                                       Signature by or on behalf of assignor


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.


<PAGE>


                                    EXHIBIT C

                           FORM OF CLASS C CERTIFICATE

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE IN THE FORM
OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (I) THE TRUSTEE
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT J TO THE AGREEMENT REFERRED
TO HEREIN OR (II) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW
WITHOUT THE REPRESENTATION LETTER SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.

Certificate No.                                    :       C-1

Cut-off Date                                       :       November 1, 2005

First Distribution Date                            :       December 27, 2005

Percentage Interest of this Certificate
("Denomination")                                   :       [___]

CUSIP                                              :

ISIN                                               :


<PAGE>


                          GS MORTGAGE SECURITIES CORP.

                              FFMLT Trust 2005-FF11
              Mortgage Pass-Through Certificates, Series 2005-FF11

                                     Class C

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            This Certificate does not evidence an obligation of, or an interest
in, and is not guaranteed by the Depositor or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

            This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly
distributions pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities
Corp., as depositor (the "Depositor"), National City Home Loan Services, Inc.,
as servicer (the "Servicer"), and Deutsche Bank National Trust Company, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            This Certificate does not have a Pass-Through Rate and will not be
entitled to any distributions pursuant to the Agreement. The only rights of this
Class under the Agreement is to make a request as set forth in Article IX of the
Agreement.

            No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with the 1933 Act and such laws. In the event of any
such transfer, the Trustee shall require the transferor to execute a transferor
certificate (in substantially the form attached to the Agreement) and deliver
either (i) a Rule 144A Letter, in either case substantially in the form attached
to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act or is being made pursuant to
the 1933 Act, which Opinion of Counsel shall be an expense of the transferor.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated:


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:


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



                                         By:
                                            ------------------------------------


Authenticated:



By
  ----------------------------------------
  Authorized Signatory of
  DEUTSCHE BANK NATIONAL TRUST COMPANY,
  not in its individual capacity,
  but solely as Trustee


<PAGE>


                          GS MORTGAGE SECURITIES CORP.
                              FFMLT Trust 2005-FF11
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as FFMLT Trust 2005-FF11 Mortgage Pass-Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes or such other location specified in the notice to Certificateholders of
such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders
of Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

--------------------------------------------------------------------------------

Dated:


                                       -----------------------------------------
                                       Signature by or on behalf of assignor


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.


<PAGE>


                                   EXHIBIT D-1

                          FORM OF CLASS R-1 CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN THREE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.

Certificate No.                                 :           1

Cut-off Date                                    :           November 1, 2005

First Distribution Date                         :           December 27, 2005

Initial Certificate Balance of this
Certificate ("Denomination")                    :           $50

Initial Certificate Balance of
all Certificates of this Class                  :           $50

CUSIP                                           :

ISIN                                            :



<PAGE>


                          GS MORTGAGE SECURITIES CORP.

                              FFMLT Trust 2005-FF11
              Mortgage Pass-Through Certificates, Series 2005-FF11

                                    Class R-1

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class R-1 Certificate is not entitled to
distributions in respect of interest. This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer, or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.

            This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly
distributions pursuant to a Pooling and Servicing Agreement, dated as of the
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities
Corp., as depositor (the "Depositor"), National City Home Loan Services, Inc.,
as servicer (the "Servicer"), and Deutsche Bank National Trust Company, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class R-1
Certificate at the offices designated by the Trustee for such purposes.

            No transfer of a Class R-1 Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such
representation is violated, or any attempt is made to transfer to a plan or
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any
such plan or arrangement or using the assets of any such plan or arrangement,
such attempted transfer or acquisition shall be void and of no effect.

            Each Holder of this Class R-1 Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R-1 Certificate to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in this Class R-1 Certificate are
expressly subject to the following provisions: (i) each Person holding or
acquiring any Ownership Interest in this Class R-1 Certificate shall be a
Permitted Transferee and shall promptly notify the Trustee of any change or
impending change in its status as a Permitted Transferee, (ii) no Ownership
Interest in this Class R-1 Certificate may be registered on the Closing Date or
thereafter transferred, and the Trustee shall not register the Transfer of this
Certificate unless, in addition to the certificates required to be delivered to
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been
furnished with a Transfer Affidavit of the initial owner or the proposed
transferee in the form attached as Exhibit H to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R-1 Certificate shall
agree (A) to obtain a Transfer Affidavit from any other Person to whom such
Person attempts to Transfer its Ownership Interest this Class R-1 Certificate,
(B) to obtain a Transfer Affidavit from any Person for whom such Person is
acting as nominee, trustee or agent in connection with any Transfer of this
Class R-1 Certificate, (C) not to cause income with respect to the Class R-1
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other U.S. Person and (D) not to Transfer the Ownership Interest in this
Class R-1 Certificate or to cause the Transfer of the Ownership Interest in this
Class R-1 Certificate to any other Person if it has actual knowledge that such
Person is not a Permitted Transferee and (iv) any attempted or purported
Transfer of the Ownership Interest in this Class R-1 Certificate in violation of
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.


<PAGE>


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:


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



                                         By:
                                            ------------------------------------


Authenticated:



By
  ----------------------------------------
  Authorized Signatory of
  DEUTSCHE BANK NATIONAL TRUST COMPANY,
  not in its individual capacity,
  but solely as Trustee


<PAGE>


                          GS MORTGAGE SECURITIES CORP.
                              FFMLT Trust 2005-FF11
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as FFMLT Trust 2005-FF11 Mortgage Pass-Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes or such other location specified in the notice to Certificateholders of
such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders
of Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

--------------------------------------------------------------------------------

Dated:


                                       -----------------------------------------
                                       Signature by or on behalf of assignor


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.


<PAGE>


                                   EXHIBIT D-2

                          FORM OF CLASS R-2 CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.

Certificate No.                                   :          1

Cut-off Date                                      :          November 1, 2005

First Distribution Date                           :          December 27, 2005

Initial Certificate Balance of this
Certificate ("Denomination")                      :          $100

Initial Certificate Balances of
all Certificates of this
Class                                             :          $100

CUSIP                                             :

ISIN                                              :


<PAGE>


                          GS MORTGAGE SECURITIES CORP.
                              FFMLT Trust 2005-FF11
              Mortgage Pass-Through Certificates, Series 2005-FF11

                                    Class R-2

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class R-2 Certificate is not entitled to
distributions in respect of interest. This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer, or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.

            This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly
distributions pursuant to a Pooling and Servicing Agreement, dated as of the
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities
Corp., as depositor (the "Depositor"), National City Home Loan Services, Inc.,
as servicer (the "Servicer"), and Deutsche Bank National Trust Company, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class R-2
Certificate at the offices designated by the Trustee for such purposes.

            No transfer of a Class R-2 Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such
representation is violated, or any attempt is made to transfer to a plan or
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any
such plan or arrangement or using the assets of any such plan or arrangement,
such attempted transfer or acquisition shall be void and of no effect.

            Each Holder of this Class R-2 Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R-2 Certificate to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in this Class R-2 Certificate are
expressly subject to the following provisions: (i) each Person holding or
acquiring any Ownership Interest in this Class R-2 Certificate shall be a
Permitted Transferee and shall promptly notify the Trustee of any change or
impending change in its status as a Permitted Transferee, (ii) no Ownership
Interest in this Class R-2 Certificate may be registered on the Closing Date or
thereafter transferred, and the Trustee shall not register the Transfer of this
Certificate unless, in addition to the certificates required to be delivered to
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been
furnished with a Transfer Affidavit of the initial owner or the proposed
transferee in the form attached as Exhibit H to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R-2 Certificate shall
agree (A) to obtain a Transfer Affidavit from any other Person to whom such
Person attempts to Transfer its Ownership Interest this Class R-2 Certificate,
(B) to obtain a Transfer Affidavit from any Person for whom such Person is
acting as nominee, trustee or agent in connection with any Transfer of this
Class R-2 Certificate, (C) not to cause income with respect to the Class R-2
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other U.S. Person and (D) not to Transfer the Ownership Interest in this
Class R-2 Certificate or to cause the Transfer of the Ownership Interest in this
Class R-2 Certificate to any other Person if it has actual knowledge that such
Person is not a Permitted Transferee and (iv) any attempted or purported
Transfer of the Ownership Interest in this Class R-2 Certificate in violation of
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.


<PAGE>


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:


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



                                         By:
                                            ------------------------------------


Authenticated:



By
  ----------------------------------------
  Authorized Signatory of
  DEUTSCHE BANK NATIONAL TRUST COMPANY,
  not in its individual capacity,
  but solely as Trustee


<PAGE>


                          GS MORTGAGE SECURITIES CORP.
                              FFMLT Trust 2005-FF11
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as FFMLT Trust 2005-FF11 Mortgage Pass-Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes or such other location specified in the notice to Certificateholders of
such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders
of Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

--------------------------------------------------------------------------------

Dated:


                                       -----------------------------------------
                                       Signature by or on behalf of assignor


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.


<PAGE>


                                   EXHIBIT D-3

                          FORM OF CLASS R-3 CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THAT SUCH
REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN OR
ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF
THE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT,
SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.

Certificate No.                               :          1

Cut-off Date                                  :          November 1, 2005

First Distribution Date                       :          December 27, 2005

Initial Certificate Balance of this
Certificate ("Denomination")                  :          $50

Initial Certificate Balances of
all Certificates of this Class                :          $50

CUSIP                                         :

ISIN                                          :


<PAGE>


                          GS MORTGAGE SECURITIES CORP.

                              FFMLT Trust 2005-FF11
              Mortgage Pass-Through Certificates, Series 2005-FF11

                                    Class R-3

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class R-3 Certificate is not entitled to
distributions in respect of interest. This Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer, or the Trustee referred to below or any of their respective
affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or
insured by any governmental agency or instrumentality.

            This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly
distributions pursuant to a Pooling and Servicing Agreement, dated as of the
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities
Corp., as depositor (the "Depositor"), National City Home Loan Services, Inc.,
as servicer (the "Servicer"), and Deutsche Bank National Trust Company, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class R-3
Certificate at the offices designated by the Trustee for such purposes.

            No transfer of a Class R-3 Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such
representation is violated, or any attempt is made to transfer to a plan or
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any
such plan or arrangement or using the assets of any such plan or arrangement,
such attempted transfer or acquisition shall be void and of no effect.

            Each Holder of this Class R-3 Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R-3 Certificate to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in this Class R-3 Certificate are
expressly subject to the following provisions: (i) each Person holding or
acquiring any Ownership Interest in this Class R-3 Certificate shall be a
Permitted Transferee and shall promptly notify the Trustee of any change or
impending change in its status as a Permitted Transferee, (ii) no Ownership
Interest in this Class R-3 Certificate may be registered on the Closing Date or
thereafter transferred, and the Trustee shall not register the Transfer of this
Certificate unless, in addition to the certificates required to be delivered to
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been
furnished with a Transfer Affidavit of the initial owner or the proposed
transferee in the form attached as Exhibit H to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class R-3 Certificate shall
agree (A) to obtain a Transfer Affidavit from any other Person to whom such
Person attempts to Transfer its Ownership Interest this Class R-3 Certificate,
(B) to obtain a Transfer Affidavit from any Person for whom such Person is
acting as nominee, trustee or agent in connection with any Transfer of this
Class R-3 Certificate, (C) not to cause income with respect to the Class R-3
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other U.S. Person and (D) not to Transfer the Ownership Interest in this
Class R-3 Certificate or to cause the Transfer of the Ownership Interest in this
Class R-3 Certificate to any other Person if it has actual knowledge that such
Person is not a Permitted Transferee and (iv) any attempted or purported
Transfer of the Ownership Interest in this Class R-3 Certificate in violation of
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.


<PAGE>


IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:


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



                                         By:
                                            ------------------------------------


Authenticated:



By
  ----------------------------------------
  Authorized Signatory of
  DEUTSCHE BANK NATIONAL TRUST COMPANY,
  not in its individual capacity,
  but solely as Trustee


<PAGE>


                          GS MORTGAGE SECURITIES CORP.
                              FFMLT Trust 2005-FF11
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as FFMLT Trust 2005-FF11 Mortgage Pass-Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes or such other location specified in the notice to Certificateholders of
such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders
of Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

--------------------------------------------------------------------------------

Dated:


                                       -----------------------------------------
                                       Signature by or on behalf of assignor


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.


<PAGE>


                                    EXHIBIT E

                           FORM OF CLASS X CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS TWO
"REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER ASSETS.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR CERTIFICATE IN THE FORM
OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT J TO THE AGREEMENT REFERRED
TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND
THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I
AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE
MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT
SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE SERVICER TO ANY OBLIGATION IN ADDITION
TO THOSE EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO ANY LIABILITY.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF
THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I
OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION
LETTER OR OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.

Certificate No.                            :         1

Cut-off Date                               :         November 1, 2005

First Distribution Date                    :         December 27, 2005

Percentage Interest of this
Certificate ("Denomination")               :         [__]%

CUSIP                                      :

ISIN                                       :


<PAGE>


                          GS MORTGAGE SECURITIES CORP.

                              FFMLT Trust 2005-FF11
              Mortgage Pass-Through Certificates, Series 2005-FF11

                                     Class X

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class X Certificate has no Certificate Balance
and is not entitled to distributions in respect of principal or interest. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, the Purchaser, the Responsible Party
or the Trustee referred to below or any of their respective affiliates. Neither
this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.

            This certifies that [_____________] is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly
distributions pursuant to a Pooling and Servicing Agreement, dated as of the
Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities
Corp., as depositor (the "Depositor"), National City Home Loan Services, Inc.,
as servicer (the "Servicer"), and Deutsche Bank National Trust Company, as
trustee (the "Trustee"). To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class X
Certificate at the offices designated by the Trustee for such purposes.

            Each Holder of this Class X Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class X Certificate to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in this Class X Certificate are
expressly subject to the following provisions: (i) each Person holding or
acquiring any Ownership Interest in this Class X Certificate shall be a
Permitted Transferee and shall promptly notify the Trustee of any change or
impending change in its status as a Permitted Transferee, (ii) no Ownership
Interest in this Class X Certificate may be registered on the Closing Date or
thereafter transferred, and the Trustee shall not register the Transfer of this
Certificate unless, in addition to the certificates required to be delivered to
the Trustee under Section 5.02(b) of the Agreement, the Trustee shall have been
furnished with a Transfer Affidavit of the initial owner or the proposed
transferee in the form attached as Exhibit G to the Agreement, (iii) each Person
holding or acquiring any Ownership Interest in this Class X Certificate shall
agree (A) to obtain a Transfer Affidavit from any other Person to whom such
Person attempts to Transfer its Ownership Interest this Class X Certificate, (B)
to obtain a Transfer Affidavit from any Person for whom such Person is acting as
nominee, trustee or agent in connection with any Transfer of this Class X
Certificate, (C) not to cause income with respect to the Class X Certificate to
be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such Person or any other U.S.
Person and (D) not to Transfer the Ownership Interest in this Class X
Certificate or to cause the Transfer of the Ownership Interest in this Class X
Certificate to any other Person if it has actual knowledge that such Person is
not a Permitted Transferee and (iv) any attempted or purported Transfer of the
Ownership Interest in this Class X Certificate in violation of the provisions
herein shall be absolutely null and void and shall vest no rights in the
purported Transferee.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.


<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated:


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



                                         By:
                                            ------------------------------------


Authenticated:



By
  ----------------------------------------
  Authorized Signatory of
  DEUTSCHE BANK NATIONAL TRUST COMPANY,
  not in its individual capacity,
  but solely as Trustee


<PAGE>


                          GS MORTGAGE SECURITIES CORP.
                              FFMLT Trust 2005-FF11
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as FFMLT Trust 2005-FF11 Mortgage Pass-Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes or such other location specified in the notice to Certificateholders of
such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders
of Certificates affected by such amendment evidencing the requisite Percentage
Interest, as provided in the Agreement. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange therefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

--------------------------------------------------------------------------------

Dated:


                                       -----------------------------------------
                                       Signature by or on behalf of assignor


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ______________, or, if mailed by check, to _____________________.
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

            This information is provided by ___________________________________,
the assignee named above, or __________________________________________________,
as its agent.


<PAGE>


                                    EXHIBIT F

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                     [date]

[Depositor]

[Servicer]

------------------------
------------------------

            Re:   Pooling and Servicing Agreement among GS Mortgage Securities
                  Corp., as Depositor, National City Home Loan Services, Inc.,
                  as Servicer, and Deutsche Bank National Trust Company, as
                  Trustee, FFMLT Trust, 2005-FF11
                  ------------------------------------------------------------

Gentlemen:

            In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, for each Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan listed in the attached schedule of exceptions), certifies that
it has received:

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

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

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

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

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

                                        DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                           as Trustee



                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


<PAGE>


                                    EXHIBIT G

                         FORM OF DOCUMENT CERTIFICATION
                         AND EXCEPTION REPORT OF TRUSTEE

                                     [date]

[Depositor]

[Servicer]

-------------------------
-------------------------

            Re:   Pooling and Servicing Agreement among GS Mortgage Securities
                  Corp., as Depositor, National City Home Loan Services, Inc.,
                  as Servicer, and Deutsche Bank National Trust Company, as
                  Trustee, FFMLT Trust, 2005-FF11
                  --------------------------------------------------------------

Gentlemen:

            In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
attached Document Exception Report) it has received:

            (i) The original Mortgage Note, endorsed in the form provided in
      Section 2.01 of the Pooling and Servicing Agreement, with all intervening
      endorsements showing a complete chain of endorsement from the originator
      to the last endorsee.

            (ii) The original recorded Mortgage or a certified copy thereof.

            (iii) Except with respect to each MERS Designated Mortgage Loan, a
      duly executed Assignment of Mortgage endorsed in blank in the form
      provided in Section 2.01 of the Pooling and Servicing Agreement; or, if
      the Trustee has actual knowledge that the related Mortgage has not been
      returned from the applicable recording office, a copy of the Assignment of
      Mortgage (excluding information to be provided by the recording office).

            (iv) Except with respect to each MERS Designated Mortgage Loan, the
      original or duplicate original recorded assignment or assignments of the
      Mortgage endorsed in blank showing a complete chain of assignment from the
      originator to the last endorsee.

            (v) The original or duplicate original or certified copy lender's
      title policy and all riders thereto or, any one of an original title
      binder, an original preliminary title report or an original title
      commitment, or a copy thereof certified by the title company.

            Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such
Mortgage Loan, and (b) the information set forth in items (1), (2) and (13) of
the Mortgage Loan Schedule and the Data Tape Information accurately reflects
information set forth in the Custodial File.

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

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

                                        DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                           as Trustee



                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


<PAGE>


                                    EXHIBIT H

                       FORM OF RESIDUAL TRANSFER AFFIDAVIT

                             FFMLT Trust 2005-FF11,
                       Mortgage Pass-Through Certificates


STATE OF          )
                  ) ss.:
COUNTY OF         )


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

            1. The undersigned is an officer of ___________________, the
proposed Transferee of an Ownership Interest in a Residual Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement dated as
of November 1, 2005 (the "Agreement"), among GS Mortgage Securities Corp., as
depositor (the "Depositor"), National City Home Loan Services, Inc., as servicer
(the "Servicer"), and Deutsche Bank National Trust Company, as trustee (the
"Trustee"). Capitalized terms used, but not defined herein or in Exhibit 1
hereto, shall have the meanings ascribed to such terms in the Agreement. The
Transferee has authorized the undersigned to make this affidavit on behalf of
the Transferee for the benefit of the Depositor and the Trustee.

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

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

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

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

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

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

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

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

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

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

            12. Check one of the following:

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

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

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

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

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

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

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

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

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

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

            [] None of the above.

            13. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a
plan subject to any Federal, state or local law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting
on behalf of or investing plan assets of such a plan.


<PAGE>


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



                                                --------------------------------
                                                Print Name of Transferee



                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:

[Corporate Seal]

ATTEST:



-----------------------------------
[Assistant] Secretary

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

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



                                                  ------------------------------
                                                            NOTARY PUBLIC

                                                  My Commission expires the __
                                                  day of _________, 20__


<PAGE>


                                    EXHIBIT I

                         FORM OF TRANSFEROR CERTIFICATE

                                                                __________, 20__

GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004
Attention:

Deutsche Bank National Trust Company,
as Trustee
1761 East St. Andrew Place
Santa Ana, California 92705-4934

      Re:   FFMLT Trust, 2005-FF11, Mortgage Pass-Through Certificates, Class
            [__]
            -----------------------------------------------------------------

Ladies and Gentlemen:

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

                                                 Very truly yours,



                                                 -------------------------------
                                                 Print Name of Transferor



                                                 By:
                                                    ----------------------------
                                                    Authorized Officer


<PAGE>


                                    EXHIBIT J

                            FORM OF RULE 144A LETTER

                                                              ____________, 20__

GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004
Attention:

Deutsche Bank National Trust Company,
as Trustee
1761 East St. Andrew Place
Santa Ana, California 92705-4934

      Re:   FFMLT Trust 2005-FF11, Mortgage Pass-Through Certificates, Class
            [__]
            ----------------------------------------------------------------

Ladies and Gentlemen:

            In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either we are not an employee benefit plan that
is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to
any Federal, state or local law materially similar to the foregoing provisions
of ERISA or the Code, nor are we acting on behalf of any such plan or
arrangement nor using the assets of any such plan or arrangement to effect such
acquisition, or, with respect to a Class X Certificate, the purchaser is an
insurance company that is purchasing this certificate with funds contained in an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificates are covered under Sections I and III
of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificates, and (f) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act and have completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We
are aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, we understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.


<PAGE>


                                                            ANNEX 1 TO EXHIBIT I

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

            [For Transferees Other Than Registered Investment Companies]

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

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

            2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A"), because (i) the Buyer owned
and/or invested on a discretionary basis $____________((1)) in securities
(except for the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in accordance with
Rule 144A and (ii) the Buyer satisfies the criteria in the category marked
below.

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

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

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

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


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


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

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

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

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

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

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

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

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

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

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


                                             -----------------------------------
                                             Print Name of Transferor



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             Date:
                                                  ------------------------------


<PAGE>


                                                            ANNEX 2 TO EXHIBIT I

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

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

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

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

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

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

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

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

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

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



                                             -----------------------------------
                                             Print Name of Transferor



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             IF AN ADVISER:


                                             -----------------------------------
                                             Print Name of Buyer


                                             Date:
                                                  ------------------------------


<PAGE>


                                    EXHIBIT K

                    FORM OF INVESTMENT LETTER (NON-RULE 144A)

                                                           ---------------------
                                                           Date


GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004
Attention: Kevin Gasvoda

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705

            Re:   FFMLT Trust 2005-FF11, Mortgage Pass-Through Certificates,
                  Series 2005-FF11, Class B [_]
                  ----------------------------------------------------------

Ladies and Gentlemen:

            In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
institutional "accredited investor" (within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Act, and have such knowledge and experience
in financial and business matters that we are capable of evaluating the merits
and risks of investments in the Certificates, (c) we have had the opportunity to
ask questions of and receive answers from the Depositor concerning the purchase
of the Certificates and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificates, (d)
either we are purchasing a Class B-1, Class B-2 or Class B-3 Certificate, or we
are not an employee benefit plan that is subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or a plan or arrangement that
is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") or a plan subject to any federal, state or local law materially similar
to the foregoing provisions of ERISA or the Code, nor are we acting on behalf of
any such plan or arrangement nor using the assets of any such plan or
arrangement to effect such acquisition, or, with respect to a Class X
Certificate, the purchaser is an insurance company that is purchasing this
certificate with funds contained in an "insurance company general account" (as
such term is defined in Section V(e) of Prohibited Transaction Class Exemption
95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are
covered under Sections I and III of PTCE 95-60, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Pooling and Servicing Agreement.


                                             -----------------------------------
                                             Print Name of Transferor



                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


                                             Date:
                                                  ------------------------------


<PAGE>


                                    EXHIBIT L

                           FORM OF REQUEST FOR RELEASE
                                  (for Trustee)

To: [Address]

    Re:

            In connection with the administration of the Mortgage Loans held by
you as the Trustee on behalf of the Certificateholders we request the release,
and acknowledge receipt, of the (Custodial File/[specify documents]) for the
Mortgage Loan described below, for the reason indicated.

Mortgagor's Name, Address & Zip Code:
------------------------------------

Mortgage Loan Number:
--------------------

Reason for Requesting Documents (check one)
-------------------------------

____1. Mortgage Loan Paid in Full. (The Company hereby certifies that all
       amounts received in connection therewith have been credited to the
       Collection Account as provided in the Pooling and Servicing Agreement.)

____2. Mortgage Loan Repurchase Pursuant to Section 2.03, 2.07 or 3.28 of the
       Pooling and Servicing Agreement. (The Company hereby certifies that the
       repurchase price has been credited to the Collection Account as provided
       in the Pooling and Servicing Agreement.)

____3. Mortgage Loan Liquidated by _________________. (The Company hereby
       certifies that all proceeds of foreclosure, insurance, condemnation or
       other liquidation have been finally received and credited to the
       Collection Account pursuant to the Pooling and Servicing Agreement.)

____4. Mortgage Loan in Foreclosure.

____5. Other (explain)._________________________________________________________

If box 1, 2 or 3 above is checked, and if all or part of the Custodial File was
previously released to us, please release to us our previous request and receipt
on file with you, as well as any additional documents in your possession
relating to the specified Mortgage Loan. If Box 4 or 5 above is checked, upon
our return of all of the above documents to you as the Trustee, please
acknowledge your receipt by signing in the space indicated below, and returning
this form, if requested.

Address to which {Trustee
Deliver the Trustee's Mortgage File: ___________________________________________
                                     ___________________________________________
                                     ___________________________________________


                                        By:
                                           -------------------------------------
                                                    (authorized signer)



                                        Issuer:_________________________________
                                        Address:________________________________
                                        ________________________________________


                                        Date:___________________________________


Trustee
-------

Acknowledged receipt by:

Deutsche Bank National Trust Company, as Trustee

By:
   ---------------------------------------------
   Name:
   Title:
   Date:


<PAGE>


                                    EXHIBIT M

                         CONTENTS OF EACH MORTGAGE FILE

            With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the
Purchaser and which shall be retained by the Servicer or delivered to and
retained by the Trustee, as applicable:

      (a)   The original Mortgage Note bearing all intervening endorsements,
            showing a complete chain of endorsement from the originator to the
            last endorsee endorsed "Pay to the order of _______________, without
            recourse" and signed (which may be by facsimile signature) in the
            name of the last endorsee. To the extent that there is no room on
            the face of any Mortgage Note for an endorsement, the endorsement
            may be contained on an allonge, unless state law does not so allow
            and the Trustee is advised by the Depositor that state law does not
            so allow;

      (b)   The original of any guaranty executed in connection with the
            Mortgage Note;

      (c)   The original Mortgage with evidence of recording thereon or a
            certified true copy of such Mortgage submitted for recording. If in
            connection with any Mortgage Loan, the Responsible Party cannot
            deliver or cause to be delivered the original Mortgage with evidence
            of recording thereon on or prior to the Closing Date because of a
            delay caused by the public recording office where such Mortgage has
            been delivered for recordation or because such Mortgage has been
            lost or because such public recording office retains the original
            recorded Mortgage, such Responsible Party (to the extent that it has
            not previously delivered the same to the Purchaser or the Trustee)
            shall deliver or cause to be delivered to the Trustee, a photocopy
            of such Mortgage, together with (A) in the case of a delay caused by
            the public recording office, an officer's certificate of the
            Responsible Party, or evidence of certification on the face of such
            photocopy of such Mortgage, or certified by the title company,
            escrow agent, or closing attorney stating that such Mortgage has
            been dispatched to the appropriate public recording office for
            recordation and that the original recorded Mortgage or a copy of
            such Mortgage certified by such public recording office to be a true
            and complete copy of the original recorded Mortgage will be promptly
            delivered to the Trustee upon receipt thereof by the Responsible
            Party; or (B) in the case of a Mortgage where a public recording
            office retains the original recorded Mortgage or in the case where a
            Mortgage is lost after recordation in a public recording office, a
            copy of such Mortgage certified by such public recording office to
            be a true and complete copy of the original recorded Mortgage;

      (d)   The originals of all assumption, modification, consolidation or
            extension agreements, (if provided), with evidence of recording
            thereon or a certified true copy of such agreement submitted for
            recording;

      (e)   except with respect to each MERS Designated Mortgage Loan, the
            original Assignment of Mortgage for each Mortgage Loan endorsed in
            blank and in recordable form;

      (f)   The originals of all intervening Assignments of Mortgage (if any)
            evidencing a complete chain of assignment from the applicable
            originator (or MERS with respect to each MERS Designated Mortgage
            Loan) to the last endorsee with evidence of recording thereon, or if
            any such intervening assignment has not been returned from the
            applicable recording office or has been lost or if such public
            recording office retains the original recorded Assignments of
            Mortgage, the Responsible Party (to the extent that it has not
            previously delivered the same to the Purchaser or the Trustee) shall
            deliver or cause to be delivered to the Trustee, a photocopy of such
            intervening assignment, together with (A) in the case of a delay
            caused by the public recording office, an officer's certificate of
            the Responsible Party, or evidence of certification on the face of
            such photocopy of such intervening assignment, or certified by the
            title company, escrow agent, or closing attorney stating that such
            intervening Assignment of Mortgage has been dispatched to the
            appropriate public recording office for recordation and that such
            original recorded intervening Assignment of Mortgage or a copy of
            such intervening Assignment of Mortgage certified by the appropriate
            public recording office to be a true and complete copy of the
            original recorded intervening assignment of mortgage will be
            promptly delivered to the Trustee upon receipt thereof by
            Responsible Party, or (B) in the case of an intervening assignment
            where a public recording office retains the original recorded
            intervening assignment or in the case where an intervening
            assignment is lost after recordation in a public recording office, a
            copy of such intervening assignment certified by such public
            recording office to be a true and complete copy of the original
            recorded intervening assignment;

      (g)   The original mortgagee title insurance policy or attorney's opinion
            of title and abstract of title or, in the event such original title
            policy is unavailable, a certified true copy of the related policy
            binder or commitment for title certified to be true and complete by
            the title insurance company;

      (h)   The original of any security agreement, chattel mortgage or
            equivalent document executed in connection with the Mortgage (if
            provided);

      (i)   Residential loan application;

      (j)   Mortgage Loan closing statement;

      (k)   Verification of employment and income, if applicable;

      (l)   Verification of acceptable evidence of source and amount of down
            payment;

      (m)   Credit report on Mortgagor;

      (n)   Residential appraisal report.

      (o)   Photograph of the Mortgaged Property;

      (p)   Survey of the Mortgaged Property;

      (q)   Copy of each instrument necessary to complete identification of any
            exception set forth in the exception schedule in the title policy,
            i.e., map or plat, restrictions, easements, sewer agreements, home
            association declarations, etc;

      (r)   All required disclosure statements;

      (s)   If required in an appraisal, termite report, structural engineer's
            report, water potability and septic certification;

      (t)   Sales contract, if applicable; and

      (u)   Original powers of attorney, if applicable, with evidence of
            recording thereon, if required.

Evidence of payment of taxes and insurance, insurance claim files,
correspondence, current and historical computerized data files (which include
records of tax receipts and payment history from the date of origination), and
all other processing, underwriting and closing papers and records which are
customarily contained in a mortgage loan file and which are required to document
the Mortgage Loan or to service the Mortgage Loan.


<PAGE>


                                   EXHIBIT N

                         SERVICER REPORTING REQUIREMENTS

                                Data File Layout


GOLDMAN SACHS LOAN SERVICER INFORMATION REQUEST LIST

                         Legend:
                         A=Available at Inception
                         T=Tech staff to resolve
                         B=Best efforts to provide data
                         N=Not available


<TABLE>
<CAPTION>
FIELD NAME                               FIELD DESCRIPTION                                                                   FORMAT
<S>                           <C>        <C>                                                                                 <C>
ONE TIME, STATIC FIELDS       Legend

Loan Number                      A       Loan Number currently being used to service this loan.                              Text
Prior Loan Number                A       Prior Loan Number (if any). If servicing has transferred this should contain the    Text
                                         Loan Number used by the previous servicer.
Trustee File Number              T       Trustee ID used to file documents. This can be the Trustee's only id or a           Text
                                         category used to arrange documents into proper pools.
Trustee Loan Number              T       Trustee secondary ID used to file documents. Often this is used in conjunction      Text
                                         with Trustee File Number to uniquely identify loans.
Origination Date                 A       Origination Date shown on loan documents.                                           Date
Original Balance                 A       Original amount of loan granted to borrower. In the case of construction loans      Numeric
                                         this should be the full amount extended on which the monthly payments are based.
First Payment Date               A       This is the contractual date when the first payment was to be made. If the loan has been
                                         modified this should be the first scheduled payment date following the modification.
Original Maturity Date           A       This is the contractual date when the last payment on the loan is scheduled to      Date
                                         be made. For balloons it should be the balloon date. For modified loans it
                                         should not be the modified maturity date.
Original Term                    A       The number of months from First Payment Date to Maturity Date inclusive.            Number
Balloon Flag                     A       Code/literal to identify balloon loans. Example: Y, N.                              Text
Loan Type                        A       Code/literal to identify the loan type. See Enumerations worksheet.                 Text
Amortization Type                A       Generic category to describe loan type. See Enumerations worksheet.                 Text
Original Amortization Term       A       Original Amortization Term of the loan in number of months. For fully amortizing    Number
                                         loans would be the same as Original Term. For balloon loans this would
                                         exceed Original Term. For IO loans this would have no value.
Interest Calculation Method      A       The basis on which interest is calculated. See Enumerations worksheet.
Daily Simple Interest Flag       T       Flag to identify loans where interest is due is calculated based on the date that
                                         each payment is actually received.
Original Principal and Interest  A       Original contractual principal and interest payment amount.                         Number
Original Interest Rate           A       Original contractual interest rate for loan.
Negative Amortization Flag       A       Code/literal to identify loans where negative amortization is allowed. Example:     Text
                                         Y=neg am allowed, N=no neg am allowed.
Negam Percent Cap                A       Maximum percentage of original balance that a loan may negatively amortize by.      Number
                                         Example: 1.25, 1,10.
Servicing Fee                    A       Servicing Fee rate due servicer. Example: 0.25%.                                    Number
Property Type                    A       Code/literal that identifies the type of property securing the loan. See            Text
                                         Enumerations worksheet.
Property Address                 A       Property address, not billing address.                                              Text
Property City                    A       Property city.                                                                      Text
Property State                   A       Property state.                                                                     Text
Property Zip                     A       Property zip.                                                                       Number
Borrower Name                    A       Name of borrower. Preferably in a fixed format. Example:                            Text
                                         SMITH                     JOHN                  W.
CoBorrower Name                  A       Name of Co borrower. Preferably in a fixed format. Example:                         Text
                                         SMITH                     JOHN                  W.
Borrower Social Security         A       Eleven character ID. Example: 111-22-3333.                                          Number
Number/TIN
CoBorrower Social Security       A       Eleven character ID. Example: 111-22-3333.                                          Number
Number/TIN
Original FICO score              A        Credit bureau score obtained at application.                                        Number
Original Credit Grade            A        Internal credit grade assigned at origination.                                      Text
Original Loan To Value Ratio     A        Ratio representing the Original Loan Balance to the lower of the Original
                                          Appraised Value or Original Purchase Price. Example: 80.00.
Original Appraised Value         A        Appraised value at time of application.                                             Number
Original Appraisal Date          A        Date of the original Appraisal                                                      Date
Original Appraisal Firm          A        Name of the Appraisal firm                                                          Text
Original Purchase Price          A        Price paid for home.                                                                Number
Purchase BPO                     A        BPO at the time of Purchase by GS.                                                  Number
Purchase BPO Date                A        Date of the Purchase BPO                                                            Date
Lien Position                    A        Number used to identify the lien position in effect at the time of application.     Number
                                          Example: 1, 2, 3
PMI Provider                     A        Name or code for company providing private mortgage insurance.
PMI Coverage Percentage          A        Percentage of insurance provided by PMI agreement.
PMI Certificate ID               A        Unique ID to identify PMI insurance certificate.
Occupancy Type                   A        Occupancy status at time of application. See Enumerations worksheet.                Text
Purpose of Loan                  A        Code/literal used to identify the original purpose of the loan. See Enumerations    Text
                                          worksheet.
Prepayment Flag                  A        Code/Flag to determine if loan was originated with a prepayment penalty.            Text
Prepayment Penalty Type          T        Code/literal to identify characteristics of penalty. Example: 6 MO INT ON 80%       Text
                                          OBAL, 5/4/3/2/1, 3%.
Prepayment Term                  A        Original number of months that penalty was imposed.                                 Number
Front Ratio                      T        Front End Ratio at time of application. Mortgage debt to borrower income.           Number
Back Ratio                       T        Back End Ratio at time of application. Total debt to borrower income.               Number

MONTHLY LOAN DATA UPDATES

As Of Date                       A        As Of Date for data sent.                                                           Date
Loan Number                      A        Loan Number currently being used to service this loan.                              Number
Investor Number                  A        This is the servicer assigned number for reporting purposes.                        Number
Investor Category                A        This is the servicer assigned category for reporting purposes.
Current Maturity Date            A        This is the actual date when the last payment on the loan is scheduled to be        Date
                                          made. For balloons it should be the balloon date. For modified loans
                                          it should be the modified maturity date.
Remaining Term                   A        The Remaining Term of the loan                                                      Number
Current Principal &              A        Principal & Interest in effect for currently outstanding payment.                   Number
Interest Payment
Current Interest Rate            A        Interest Rate in effect for currently outstanding payment.                          Number
Next Due Date                    A        Date next payment is due.
Interest Paid To Date            A        Date interest is paid to. Typically for 30/360 loans it is one month prior to Next
                                          Due Date.
Last Payment Date                A        Date last payment was made.                                                         Date
Current Balance                  A        Actual outstanding balance of loan.                                                 Number
Current Balance Net              T        The net present value of the current balance                                        Number
Present Value
Days Past Due                    A        Number of days loan is past due.
Delinquency Convention                    Indicates if ABS or MBS method for reporting delinquencies is used.
Delinquency Status               A        Indicates delinquency reported. Example: 30, 60, 90.                                Number
Status of Loan                   A        Code/literal used to identify loan status. See Enumerations worksheet.              Text
12 Month Pay String              T        12 character string representing the timing of payments received on a rolling 12
                                          month basis. String should begin with January and end with December.
Time 30 Days Delinquent          A        Indicates the number of times a loan payment has been made 30 or more days delinquent in
in Past 12 Months                         the past 12 months.
Time 60 Days Delinquent
in Past 12 Months                A        Indicates the number of times a loan payment has been made 60 or more days delinquent in
                                          the past 12 months.
Time 90 Days Delinquent          A        Indicates the number of times a loan payment has been made 90 or more days delinquent in
in Past 12 Months                         the past 12 months.
Last Modification Date           B        Date that loan was last modified.
Last Extension Date              B        Date loan term was last extended.
Total Extension Months           B        Number of months loan has been extended in total.
Restructured Interest            B        Total amount of restructured interest.

Property Sale Date               A        Date property sold.                                                                 Date
Debt To Income Ratio             A        Debt To Income Ratio                                                                Number
Senior Lien Amount               A        Most recently recorded senior lien amount.                                          Number
Recent Property Valuation        A        Most recent appraised value or BPO value.                                           Number
Recent Property Valuation Date   A        Date of most recent valuation.                                                      Date
Valuation Method                 A        Identify method used to obtain new valuation. See Enumerations worksheet.           Text
Valuation Firm                   T        Name of the Firm who appraised the property                                         Text
Current FICO                     T        Current FICO score.                                                                 Number
FICO Date                        T        FICO Date.                                                                          Date

MONTHLY SERVICING UPDATES

Borrower Payments
Total Monthly Payment            A        Total cash received from borrower.                                                  Number
Total Monthly Payment Principal  A        Cash applied to principal.                                                          Number
Total Monthly Payment Interest   A        Cash applied to interest.                                                           Number
Total Monthly Payment            A        Cash applied to fees.                                                               Text
Penalties / Fee
Total Monthly Escrow Payment     A        Cash applied to escrow account.                                                     Number
Total Monthly Prepayment Amount  T        Total amount borrower prepaid                                                       Number
Payment Date                     A        Date the payment was made.                                                          Date
Scheduled P&I                    A        Borrower Scheduled P&I payment for the month                                        Number
REO Rent Collection              A        Collection of rent on an REO Property

Servicer Payments
Monthly Escrow Advances          A        Net escrow advances made or recovered by servicer. Positive value denotes           Number
                                          payments made by servicer.
Monthly Corporate Advances       A        Net corporate advances made or recovered by servicer. Positive value denotes        Number
                                          payments made by servicer.
Monthly Non Recoverable          A        Net Non Recoverable Corporate Advances made or recovered by Servicer. Positive      Number
Corporate Advances                        value denotes payments made by Servicer.
Principal Advances               A        Total outstanding principal advances made by servicer.                              Number
Interest Advances                A        Total outstanding interest advances made by servicer.                               Number
LPMI Flag                        A        Code/Flag to determine if PMI is paid by owner of loan                              Text
LPMI Rate                        A        Rate per annum of LPMI premiums                                                     Number
Account Balances
Beginning Scheduled Balance      A        Beginning scheduled loan balance. If the loan is serviced on a scheduled balance    Number
                                          basis

Ending Scheduled Balance         A        Ending scheduled loan balance. If the loan is serviced on a scheduled balance
                                          basis

Escrow Balance                   A        Current balance of escrow account (borrower's positive funds).                      Number
Escrow Advance Balance           A        Total outstanding escrow advance balance.                                           Number
Recoverable Corporate            A        Total outstanding Recoverable corporate advance balance amount.                     Number
Advance Balance
Non Recoverable Corporate        A        Total outstanding Non Recoverable corporate advance balance amount.                 Number
Advance Balance
Suspense Account Balance         A        Total suspense account balance                                                      Number
Accrued Interest                 A        Total Accrued Interest on loan.                                                     Number

Account Management Statistics
Forced Placed Insurance Flag     T        Code indicating loan is on forced placed insurance.
Annual Forced Placed Insurance   T        Amount of forced placed policy.

Stop Advance Flag                B        Code indicating loan has been placed in a stop advance status. Example: Y=Stop      Text
                                          Advance.
Stop Advance Recovered           B        Amount of principal and interest advances recovered at stop date.
Stop Advance Start Date          B        Date loan was initially placed on a stop advance status.                            Date
Stop Advance Reversal Date       B        Date stop advance status was reversed.                                              Date
Stop Advance Reversal Amount     B        Amount of advances reversed.                                                        Number
Last Contact Date                A        Date of Servicer's last contact with the borrower.                                  Date
Last Attempt Date                A        Date of the Servicer's last attempt to contact the borrower.                        Date
Bankruptcy Flag                  A        Flag indicating loan is in bankruptcy.                                              Text
Bankruptcy Chapter               A        Chapter of bankruptcy (7, 11, 12, 13).                                              Text
Bankruptcy Start Date            A        Bankruptcy filing date.                                                             Date
Bankruptcy End Date              A        Dismissal/Discharge date.                                                           Date
Bankruptcy Post Petition         A        Payment due date of Bankruptcy payment plan. In essence the new due date.           Date
Due Date
Motion for Relief Request Date   A        Motion for Relief Request Date.                                                     Date
Motion for Relief Filing Date    A                                                                                            Date
Motion for Relief Hearing Date   A        Motion for Relief Hearing Date.                                                     Date
Motion for Relief Granted Date   A        Motion for Relief Granted Date.                                                     Date
Motion for Relief Denied Date    N        Date the motion was Denied (if applicable)                                          Date

In Demand Flag                   T        Code indicating demand letter has been sent.                                        Text
In Demand Start Date             T        Date demand letter was sent.                                                        Date
In Demand End Date               T        Expiration of demand letter.                                                        Date
Foreclosure Start Date           A        Date foreclosure flag placed on loan.                                               Date
Due Date At Referral             T        The revised due date on any payment modification.                                   Date
Foreclosure Estimated End Date   T        On loans that are in Foreclosure the Servicer's estimate of when the FCL will be
                                          completed.
Foreclosure Sale Date            A        Date of actual foreclosure sale.                                                    Date
Foreclosure end date             T        Date of recording of foreclosure deed.                                              Date
First Legal Date                 A        Date of first legal action taken on foreclosure.                                    Date
Foreclosure Resolution Flag      B        Indicates if the loan has moved out of foreclosure (i.e. Did not go to REO).        Number
Foreclosure Resolution Type      B        Method used by the servicer to prevent the foreclosed loan from moving into REO (i.e.
                                          Reinstated, Paid Off, Worked out Repayment plan.).
Foreclosure On Hold              B        Flag indicating that the loan is in foreclosure but on hold.
Foreclosure Hold Start Date      B        Date indicating when the loan's foreclosure proceedings were put on hold.           Date
Bankruptcy Cash Delays           B        Number of days an active foreclosure has been in BK subsequent to its initial foreclosure
                                          start date.
Forbearance Cash Delays          B        Number of days an active foreclosure has been in forbearance subsequent to its initial
                                          foreclosure start date.
Non - Cash Delays                B        Number of allowable days that a loan's foreclosure proceedings have been on hold due to a
                                          non cash delay (i.e. Title problem) [again as per Fannie time line]
Forbearance Start Date           A        Date forbearance plan was initiated.                                                Date
Forbearance Payment              A        Amount of payment under Forbearance plan.                                           Number
Forbearance End Date             A        Date forbearance plan scheduled to be complete.                                     Date
Eviction Start Date              A        Date eviction flag placed on loan.                                                  Date
Eviction End Date                A        Date property is vacated.                                                           Date

REO Start Date                   A        Date REO flag placed on loan (including any redemption periods).                    Date
REO End Date                     A        Date property is sold.                                                              Date
REO Sub Status                   A        Status while within REO. See Enumerations worksheet.
Not Acquired Date                T        Date that the REO enters "Not Acquired" sub status                                  Date
Eviction Date                    A        Date that the REO enters "Eviction" sub status                                      Date
Possession Date                  T        Date that the REO enters "Possession" sub status                                    Date
Listed Date                      A        Date that the REO enters "Listed" sub status                                        Date
Under Contract Date              T        Date that the REO enters "Under Contract" sub status                                Date
Estimated Sale Date              A        Servicer estimated closing date on loan                                             Date
Days In REO                      A        Number of Days from the REO becomes marketable to the As of Date                    Number
Estimated Sales Price            A        Servicer estimated REO Sales Price                                                  Number
Possession Date                  A        Date when the servicer takes possession of the property. Date we have full access to the
                                          property, eviction completed
Redemption End Date              A        Legal time period, determined by State, when borrower can redeem their property.
                                          Property not available for sale until redemption completed (no beginning date, just an
                                          end date)
Initial Listing Price            A        First listing price of property.                                                    Number
Initial Listing Date             A        Date of the first listing price of property                                         Date
Current List Price               A        Most recent listing price of property.                                              Number
Current List Date                A        Date of the most recent listing price of property.                                  Date

Reason For Default               A        Servicer Code representing the Reason for Default. See Enumerations worksheet.

LIQUIDATED LOANS (Liquidated and Paid Off loans)

Termination Type                 A        Type of liquidation. See Enumerations worksheet.                                    Text
Balance at Termination           A        Actual Principal balance at time of termination.                                    Number
Scheduled Sale Date              A        Dates of planned sales for properties in Foreclosure                                Date
Property Sales Price             A        Sales price if liquidation was short sale or REO sale.                              Number
Liquidation Date                 A        Date property liquidated.                                                           Date
Gross Total Proceeds             A        Gross Total Proceeds.                                                               Number
Net Total Proceeds               A        Gross total proceeds less expenses.

Principal Advanced               A        Total of principal advanced at time of liquidation.                                 Number
Interest Advanced                A        Total of interest advanced at time of liquidation.                                  Number
Deferred Interest                T        Amount of deferred interest on the loan @ liquidation                               Number
Accrued Servicing Fee Recovered  T        Servicing fee recovered at time of liquidation.                                     Number
Corporate Advances Recovered     A        The amount of the Total Corporate Advance balance recovered at termination          Number
at Termination
Escrow Advances Recovered        A        The amount of the Total Escrow Advance balance recovered at termination             Number
at Termination
Commission                       A        The broker commission amount on liquidation                                         Number
Seller Concession                A        The dollar amt of seller concessions upon liquidation.                              Number
Taxes                            A        Taxes paid on liquidation                                                           Number
Repairs                          A        Cost of Repairs to property                                                         Number
Water and Sewer                  A        Water & Sewer costs                                                                 Number
Expenses Recovered               A        The amount of the Total Expenses recovered at termination                           Number
at Termination
Corporate Advances               A        Corporate advance balance at time of liquidation.                                   Number
at Termination
Escrow Advances at Termination   T        Escrow advance balance at time of liquidation.                                      Number
Days from Acquisition to Close   A        Days from Acquisition to Close                                                      Number
Days from Possession to Close    A        Days from Possession to Close                                                       Number
Charge-off amount                A        Loss amount.                                                                        Number
Severity                         A        Severity percentage.
Severity Formula                 A        Formula for calculating Severity percentage.                                        Text
Potential Deficiency             N        Flag indicating loan is referred for deficiency collections.                        Text
Judgment Flag
Potential Deficiency Amount      N        Deficiency balance reported to borrower/IRS.                                        Number
Deficiency Proceeds              N        Deficiency proceeds collected in current month.                                     Number
(this period)
Deficiency Proceeds Total        N        Deficiency proceeds collected to date.                                              Number
(to date)
Deficiency Vendor Expense        N        Deficiency vendor out of pocket expenses.                                           Number
Deficiency Servicer Expense      N        Deficiency vendor collection fee                                                    Number
Hazard Insurance Claim Date      B        Date hazard claim filed.                                                            Date
Hazard Insurance Claim Due Date  B        Date hazard claim due.                                                              Number
Hazard Insurance Claim Amount    B        Amount of hazard claim.                                                             Date
Hazard Insurance Claim           B        Amount of hazard claim paid to investor.                                            Number
Paid Amount
MI Insurance Claim Date          A        Date MI claim filed.
MI Insurance Claim Due Date      A        Date MI claim is due to be paid.
MI Insurance Claim Amount        A        Expected MI proceeds.
MI Insurance Claim Paid Amount   A        Actual MI proceeds received.
Servicer Hold Back Amount        B        Amount servicer withholds for future trailing expenses.
</TABLE>


Interest Calculation Method
---------------------------
3360                                    30/360
A360                                    Actual/360
A365                                    Actual/365
AA                                      Actual/Actual

Loan Type
---------
COMI                                    Conventional, with mi. Collecting a
                                        premium from the borrower for mortgage
                                        insurance and is FHA and is VA
CONV                                    Conventional, no mi
FHA                                     FHA Mortgage
HEL                                     Home Equity Line of credit
CC                                      Credit Card
A                                       Auto
B                                       Boats
RV                                      RV's
MFG                                     Manufactured Housing
ATV                                     ATV
VA                                      VA Mortgage
OTH                                     Other

Occupancy Type
--------------
2ND                                     2nd Home
NOO                                     Non Owner Occupied
OO                                      Owner Occupied
VA                                      Vacant

Property Type
-------------
2F                                      2 Family
3F                                      3 Family
4F                                      4 Family
2-4F                                    2-4 Family
AUTO                                    Automobile
BOAT                                    Boat
COND                                    Condominium
COOP                                    Cooperative
HR-CONDO                                High Rise Condo
HVAC                                    HVAC
MF                                      Multi Family
MH                                      Manufactured Housing
MX                                      Mixed Use
OF                                      Office
OTH                                     Other
PUDA                                    PUD - Attached
PUDD                                    PUD - Detached
PWR                                     PowerSports
RT                                      Retail
RV                                      Recreational Vehicle
SF                                      Single Family
TH                                      TownHouse

Purpose of Loan
---------------
PUR                                     Purchase
RELO                                    Relocation
REFI                                    Rate/Term Refinance
CASH                                    Cash Out Refinance
DEBT                                    Cash Out Debt Consolidation
IMPR                                    Cash Out Home Improvement
EDUC                                    Cash Out Medical or Educational Expense
TIT1                                    Title One Home Improvement
CONST                                   New Construction
REO                                     Facilitate REO

Status of Loan
--------------
BU                                      Bankrupt - Unknown Status
C                                       Current
DISP                                    Dispute
F                                       Foreclosure
NE                                      Non Equity (NPV of current balance
                                        < $7,500)
FB                                      Forbearance
ID                                      In Demand
LIT                                     Litigation
NLS                                     No Longer Serviced
PO                                      Paid Off- Borrower paid down entire
                                        balance
REO                                     Real Estate Owned - MUST Include a REO
                                        sub status
RSLD                                    Resolved
LIQ                                     Liquidated - MUST include a Termination
                                        Type
U                                       Unknown

Termination Type
----------------
CO                                      Charge Off
COC                                     Charge Off with cash possible
NLPO                                    Negotiated Loan Payoff
NS                                      Negotiated Sale
PO                                      Paid Off
PPOC                                    PPO with More Cash Possible
REOS                                    REO Sale
TPPO                                    Third Party Paid Off

Valuation Method
----------------
DB                                      Drive By
WT                                      Walk Through
OTH                                     Other
APPR                                    Appraisal
DD                                      Due Diligence
PRFC                                    Pre Foreclosure
SUPP                                    Supplemental
RR                                      Re-review

REO Sub Status
--------------
AC                                      Acquired
PS                                      Possession
EV                                      Eviction
LS                                      Listed
UC                                      Under Contract

Reason For Default
------------------
ABP                                     Abandonment of Property
BF                                      Business Failure
CI                                      Curtailment Of Income
D                                       Death
EO                                      Excessive Obligations
ILL                                     Illness
ITR                                     Inability To Rent
MD                                      Marital Difficulties
MS                                      Military Service
MI                                      Mortgagor Incarcerated
N                                       No Reason
PD                                      Payment Dispute
PP                                      Property Problem
SP                                      Servicing Problems
TOP                                     Transfer Of Ownership Pen
UC                                      Unable To Contact
UEMP                                    Unemployment


<PAGE>


                                    EXHIBIT O

               FORM OF CERTIFICATION TO BE PROVIDED WITH FORM-10-K

      Re:   FFMLT Trust 2005-FF11 (the "Trust") Mortgage Pass-Through
            Certificates, Series 2005-FF11, issued pursuant to the Pooling and
            Servicing Agreement, dated as of November 1, 2005 (the "Pooling and
            Servicing Agreement"), among GS Mortgage Securities Corp., as
            depositor (the "Depositor"), National City Home Loan Services, Inc.,
            as servicer ("NCHLS"), and Deutsche Bank National Trust Company, as
            trustee (the "Trustee")
            --------------------------------------------------------------------

I, [identify the certifying individual], certify that:

1.    I have reviewed this annual report on Form 10-K ("Annual Report"), and all
      reports on Form 8-K containing distribution reports (collectively with
      this Annual Report, the "Reports") filed in respect of periods included in
      the year covered by this Annual Report, of the Trust;

2.    Based on my knowledge, the information in the Reports, taken as a whole,
      does not contain any untrue statement of a material fact or omit to state
      a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading as of
      the last day of the period covered by this Annual Report;

3.    Based on my knowledge, the distribution or servicing information required
      to be provided to the Trustee by the Servicer under the Pooling and
      Servicing Agreement for inclusion in the Reports is included in the
      Reports;

4.    Based on my knowledge and upon the annual compliance statement included in
      this Annual Report and required to be delivered to the Trustee in
      accordance with the terms of the Pooling and Servicing Agreement, and
      except as disclosed in the Reports, the Servicer has fulfilled its
      obligations under the Pooling and Servicing Agreement; and

5.    The Reports disclose all significant deficiencies relating to the
      Servicer's compliance with the minimum servicing standards based upon the
      report provided by an independent public accountant, after conducting a
      review in compliance with the Uniform Single Attestation Program for
      Mortgage Bankers or similar procedure, as set forth in the Pooling and
      Servicing Agreement, that is included in the Reports.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: the Trustee and the
Servicer.

Date:__________________________


-------------------------------
[Signature]
[Title]


<PAGE>


                                    EXHIBIT P

            FORM OF TRUSTEE CERTIFICATION TO BE PROVIDED TO DEPOSITOR

      Re:   FFMLT Trust 2005-FF11 (the "Trust") Mortgage Pass-Through
            Certificates, Series 2005-FF11, issued pursuant to the Pooling and
            Servicing Agreement, dated as of November 1, 2005 (the "Pooling and
            Servicing Agreement"), among GS Mortgage Securities Corp., as
            depositor (the "Depositor"), National City Home Loan Services, Inc.,
            as servicer ("NCHLS"), and Deutsche Bank National Trust Company, as
            trustee (the "Trustee")
            --------------------------------------------------------------------

      I, [identify the certifying individual], a [title] of Deutsche Bank
      National Trust Company certify to the Depositor and its officers,
      directors and affiliates, and with the knowledge and intent that they will
      rely upon this certification, that:

1.    I have reviewed the annual report on Form 10-K (the "Annual Report") 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 the
      Annual Report (collectively with the Annual Report, the "Reports"), of the
      Trust;

2.    Based on my knowledge, the information in the Reports, taken as a whole,
      does not contain any untrue statement of a material fact or omit to state
      a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading as of
      the last day of the period covered by the Annual Report; and

3.    Based on my knowledge, the distribution or servicing information required
      to be provided to the Trustee by the Servicer under the Pooling and
      Servicing Agreement for inclusion in the Reports is included in the
      Reports.


Date:___________________________


DEUTSCHE BANK NATIONAL TRUST COMPANY

By:
   -----------------------------------------
Name:
     ---------------------------------------
Title:
      --------------------------------------


<PAGE>


                                    EXHIBIT Q

           FORM OF SERVICER CERTIFICATION TO BE PROVIDED TO DEPOSITOR

      Re:   FFMLT Trust 2005-FF11 (the "Trust") Mortgage Pass-Through
            Certificates, Series 2005-FF11, issued pursuant to the Pooling and
            Servicing Agreement, dated as of November 1, 2005 (the "Pooling and
            Servicing Agreement"), among GS Mortgage Securities Corp., as
            depositor (the "Depositor"), National City Home Loan Services, Inc.,
            as servicer ("NCHLS"), and Deutsche Bank National Trust Company, as
            trustee (the "Trustee")
            --------------------------------------------------------------------

            NCHLS certifies to the Depositor and the Trustee, and their
            respective officers, directors and affiliates, and with the
            knowledge and intent that they will rely upon this certification,
            that:

4.    Based on our knowledge, the information prepared by NCHLS and relating to
      the mortgage loans pursuant to the Pooling And Servicing Agreement and
      provided by NCHLS to the Trustee in its reports to the Trustee is accurate
      and complete in all material respects as of the last day of the period
      covered by such report;

5.    Based on our knowledge, the servicing information required to be provided
      to the Trustee by NCHLS pursuant to the Pooling and Servicing Agreement
      has been provided to the Trustee;

6.    Based upon the review required under the Pooling and Servicing Agreement,
      and except as disclosed in its annual compliance statement required to be
      delivered pursuant to the Pooling and Servicing Agreement, NCHLS as of the
      last day of the period covered by such annual compliance statement has
      fulfilled its obligations under the Pooling and Servicing Agreement; and

7.    NCHLS has disclosed to its independent auditor, who issues the independent
      auditor's report on the Uniform Single Attestation Program for Mortgage
      Bankers for NCHLS, any significant deficiencies relating to the NCHLS's
      compliance with minimum servicing standards.


NATIONAL CITY HOME LOAN SERVICES, INC.


Date:__________________________


-------------------------------
[Signature]
[Title]


<PAGE>

                                    EXHIBIT R

                          RESPONSIBLE PARTY AGREEMENTS


================================================================================


             FLOW MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT


                ------------------------------------------------


                         GOLDMAN SACHS MORTGAGE COMPANY


                                    Purchaser


                      FIRST FRANKLIN FINANCIAL CORPORATION,


                                     Seller


                ------------------------------------------------


                          Dated as of February 27, 2004


                                  Conventional,
            Fixed and Adjustable Rate, B/C Residential Mortgage Loans


================================================================================


<PAGE>

                                TABLE OF CONTENTS

SECTION 1.     DEFINITIONS..................................................

SECTION 2.     AGREEMENT TO PURCHASE........................................

SECTION 3.     MORTGAGE LOAN SCHEDULES......................................

SECTION 4.     PURCHASE PRICE...............................................

SECTION 5.     EXAMINATION OF MORTGAGE FILES................................

SECTION 6.     CONVEYANCE FROM SELLER TO PURCHASER..........................

   Subsection 6.01   Conveyance of Mortgage Loans...........................

   Subsection 6.02   Books and Records......................................

   Subsection 6.03   Delivery of Mortgage Files.............................

   Subsection 6.04   Quality Control Procedures.............................

SECTION 7.     SERVICING OF THE MORTGAGE LOANS..............................

SECTION 8.     REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER;
               REMEDIES FOR BREACH..........................................

   Subsection 8.01   Representations and Warranties Regarding the
                     Seller.................................................

   Subsection 8.02   Representations and Warranties Regarding
                     Individual Mortgage Loans..............................

   Subsection 8.03   Remedies for Breach of Representations and
                     Warranties.............................................

   Subsection 8.04   Repurchase of Mortgage Loans With Early Payment
                     Defaults...............................................

   Subsection 8.05   Repurchase of Certain Mortgage Loans That Prepay
                     in Full................................................

SECTION 9.     CLOSING......................................................

SECTION 10.    CLOSING DOCUMENTS............................................

SECTION 11.    COSTS........................................................

SECTION 12.    COOPERATION OF SELLER WITH A RECONSTITUTION..................

SECTION 13.    THE SELLER...................................................

   Subsection 13.01  Additional Indemnification by the Seller; Third
                     Party Claims...........................................

   Subsection 13.02  Merger or Consolidation of the Seller..................

SECTION 14.    FINANCIAL STATEMENTS.........................................

SECTION 15.    GRANT OF SECURITY INTEREST...................................

SECTION 16.    NOTICES......................................................

SECTION 17.    SEVERABILITY CLAUSE..........................................

SECTION 18.    COUNTERPARTS.................................................

SECTION 19.    GOVERNING LAW................................................

SECTION 20.    INTENTION OF THE PARTIES.....................................

SECTION 21.    SUCCESSORS AND ASSIGNS; ASSIGNMENT OF PURCHASE AGREEMENT.....

SECTION 22.    WAIVERS......................................................

SECTION 23.    EXHIBITS.....................................................

SECTION 24.    GENERAL INTERPRETIVE PRINCIPLES..............................

SECTION 25.    REPRODUCTION OF DOCUMENTS....................................

SECTION 26.    FURTHER AGREEMENTS...........................................

SECTION 27.    RECORDATION OF ASSIGNMENTS OF MORTGAGE.......................

SECTION 28.    NO SOLICITATION..............................................

SECTION 29.    WAIVER OF TRIAL BY JURY......................................

SECTION 30.    SUBMISSION TO JURISDICTION; WAIVERS..........................


<PAGE>

                                    EXHIBITS

EXHIBIT A   CONTENTS OF EACH MORTGAGE FILE

EXHIBIT B   CONTENTS OF EACH CREDIT FILE

EXHIBIT C   FORM OF SELLER'S OFFICER'S CERTIFICATE

EXHIBIT D   FORM OF OPINION OF COUNSEL TO THE SELLER

EXHIBIT E   FORM OF SECURITY RELEASE CERTIFICATION

EXHIBIT F   FORM OF SECURITY RELEASE CERTIFICATION

EXHIBIT G   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBIT H   RESERVED

EXHIBIT I   RESERVED

EXHIBIT J   SELLER'S UNDERWRITING GUIDELINES

EXHIBIT K   RESERVED

EXHIBIT L   DELINQUENT MORTGAGE LOANS

EXHIBIT M   ASSIGNMENT AND CONVEYANCE


<PAGE>

              FLOW MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT
              ----------------------------------------------------

            This FLOW MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT (the
"Agreement"), dated as of February 27, 2004, by and between Goldman Sachs
Mortgage Company, a New York limited partnership, having an office at 85 Broad
Street, New York, New York 10004 (the "Purchaser") and First Franklin Financial
Corporation, a Delaware corporation, having an office at 2150 North First
Street, San Jose, CA 95131 (the "Seller").

                              W I T N E S S E T H:

            WHEREAS, from time to time, the Seller desires to sell to the
Purchaser, and, from time to time, the Purchaser desires to purchase from the
Seller, certain conventional adjustable and fixed rate B/C, residential first
and second lien mortgage loans (the "Mortgage Loans") on a servicing released
basis as described herein, and which shall be delivered as a pool of whole
loans;

            WHEREAS, each Mortgage Loan is secured by a mortgage, deed of trust
or other security instrument creating a first or second lien on a residential
dwelling located in the jurisdiction indicated on the related Mortgage Loan
Schedule;

            WHEREAS, the Purchaser and the Seller wish to prescribe the manner
of the conveyance and control of the Mortgage Loans; and

            WHEREAS, following its purchase of the Mortgage Loans from the
Seller, the Purchaser desires to sell some or all of the Mortgage Loans to one
or more purchasers as a whole loan transfer or a public or private, rated or
unrated mortgage pass-through transaction;

            NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Purchaser and the
Seller agree as follows:

            SECTION 1. Definitions.

            For purposes of this Agreement the following capitalized terms shall
have the respective meanings set forth below.

            Accepted Servicing Practices: With respect to any Mortgage Loan
those mortgage servicing practices of prudent mortgage lending institutions
which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located and incorporating
the Delinquency Collection Policies and Procedures and in accordance with
applicable law.

            Act: The National Housing Act, as amended from time to time.

            Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan
purchased pursuant to this Agreement.

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

            Agency Transfer: A Fannie Mae Transfer or a Freddie Mac Transfer.

            Agreement: This Flow Mortgage Loan Purchase and Warranties Agreement
and all amendments hereof and supplements hereto.

            ALTA: The American Land Title Association or any successor thereto.

            Appraised Value: (i) With respect to any First Lien Loan, the value
set forth in an appraisal made in connection with the origination of the related
Mortgage Loan as the value of the related Mortgaged Property, and (ii) with
respect to any Second Lien Loan, the value, determined pursuant to the Seller's
Underwriting Guidelines, of the related Mortgaged Property as of the origination
of the Second Lien Loan..

            Appropriate Federal Banking Agency: Appropriate Federal Banking
Agency shall have the meaning ascribed to it by Section 1813(q) of Title 12 of
the United States Code, as amended from time to time.

            Assignment and Assumption Agreement: As defined in Section 22.

            Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the sale of the Mortgage to the Purchaser.

            BIF: The Bank Insurance Fund, or any successor thereto.

            Business Day: Any day other than (i) a Saturday or Sunday, (ii) a
day on which banking and savings and loan institutions in the State of New York
or executive order to be closed, or (iii) the State in which the Purchaser's or
the Seller's operations are located, are authorized or obligated by law to be
closed.

            Closing Date: The date or dates set forth on the related Purchase
Price and Terms Agreement on which the Purchaser from time to time shall
purchase and the Seller from time to time shall sell, the Mortgage Loans listed
on the related Mortgage Loan Schedule

            CLTV: As of any date and as to any Second Lien Loan, the ratio,
expressed as a percentage, of the (a) sum of (i) the outstanding principal
balance of the Second Lien Loan and (ii) the outstanding principal balance as of
such date of any mortgage loan or mortgage loans that are senior or equal in
priority to the Second Lien Loan and which are secured by the same Mortgaged
Property to (b) the Appraised Value.

            Code: Internal Revenue Code of 1986, as amended.

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

            Credit File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit B annexed hereto, and any additional documents required
to be added to the credit File pursuant to this Agreement.

            Custodial Agreement: The agreement between the Purchaser and the
Custodian governing the retention of the originals of each Mortgage Note,
Mortgage, Assignment of Mortgage and other documents constituting the Mortgage
Files.

            Custodian: Deutsche Bank National Trust Company, or its successor in
interest or permitted assigns, or any successor to the Custodian under the
Custodial Agreement as therein provided.

            Cut-off Date: The date set forth on the related Purchase Price and
Terms Agreement.

            Deleted Mortgage Loan: A Mortgage Loan that is repurchased by the
Seller in accordance with the terms of this Agreement.

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

            Eligible Account: Any of (i) an account maintained with a federal or
state chartered depository institution or trust company the short-term unsecured
debt obligations of which (or, in the case of a depository institution or trust
company that is a subsidiary of a holding company, the short-term unsecured debt
obligations of such holding company) are rated A-1 by Standard & Poor's or
Prime-1 by Moody's (or a comparable rating if another Rating Agency is specified
by the Purchaser by written notice to the Seller) at the time any amounts are
held on deposit therein, (ii) an account or accounts the deposits in which are
fully insured by the FDIC, or (iii) a trust account or accounts maintained with
a federal or state chartered depository institution or trust company acting in
its fiduciary capacity.

            Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the mortgagee pursuant to the Mortgage or any other document.

            Fannie Mae: Fannie Mae, f/k/a the Federal National Mortgage
Association, or any successor thereto.

            Fannie Mae Guides: The Fannie Mae Selling Guide and the Fannie Mae
Servicing Guide and all amendments or additions thereto.

            Fannie Mae Transfer: As defined in Section 12 hereof.

            FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.

            First Lien Loan: Any Mortgage Loan secured by a first lien Mortgage
on the related Mortgaged Property.

            Fitch: Fitch, Inc., or its successor in interest.

            Fixed Rate Mortgage Loan: A Mortgage Loan that accrues interest on a
fixed Mortgage Interest Rate set forth in the related Mortgage Note.

            Freddie Mac: Freddie Mac, f/k/a the Federal Home Loan Mortgage
Corporation, or any successor thereto.

            Freddie Mac Transfer: As defined in Section 13 hereof.

            Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note which amount
is added to the Index in accordance with the terms of the related Mortgage Note
to determine on each Interest Rate Adjustment Date the Mortgage Interest Rate
for such Mortgage Loan.

            High Cost Loan: A Mortgage Loan classified as (a) a "high cost" loan
under the Home Ownership and Equity Protection Act of 1994 or (b) a "high cost,"
"threshold," "covered", "predatory" or similar loan under any other applicable
state, federal or local law (or a similarly classified loan using different
terminology under a law imposing heightened regulatory scrutiny or additional
legal liability for residential mortgage loans having high interest rates,
points and/or fees).

            Index: With respect to each Adjustable Rate Mortgage Loan, a rate
per annum set forth on Exhibit I hereto.

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

            Insured Depository Institution: Insured Depository Institution shall
have the meaning ascribed to such term by Section 1813(c)(2) of Title 12 of the
United States Code, as amended from time to time.

            Interest Rate Adjustment Date: With respect to each Adjustable Rate
Mortgage Loan, the date, specified in the related Mortgage Note and the related
Mortgage Loan Schedule, on which the Mortgage Interest Rate is adjusted.

            Interim Servicer: First Franklin Financial Corporation

            Interim Servicing Agreement: Shall mean the servicing agreement
between the Seller and a Interim Servicer providing for the servicing and
administration of the related Mortgage Loans by such Interim Servicer for the
benefit of the Seller

            Lifetime Rate Cap: The provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage
Interest Rate thereunder. The Mortgage Interest Rate during the terms of each
Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage Interest
Rate at the time of origination of such Adjustable Rate Mortgage Loan by more
than the amount per annum set forth on the related Mortgage Loan Schedule.

            Limited Documentation Program: The guidelines under which the Seller
generally originates Mortgage Loans principally on the basis of the
Loan-to-Value Ratio of the related Mortgage Loan and the creditworthiness of the
Mortgagor.

            Liquidation Proceeds: Cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through the sale or assignment
of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise or the sale
of the related Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan.

            Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, the
ratio (expressed as a percentage) of the outstanding principal amount of the
Mortgage Loan as of the related Cut-off Date (unless otherwise indicated), to
the lesser of (a) the Appraised Value of the Mortgaged Property at origination
and (b) if the Mortgage Loan was made to finance the acquisition of the related
Mortgaged Property, the purchase price of the Mortgaged Property.

            Monthly Payment: The scheduled monthly payment of principal and
interest on a Mortgage Loan.

            Moody's: Moody's Investors Service, Inc., and any successor thereto.

            Mortgage: The mortgage, deed of trust or other instrument securing a
Mortgage Note, which creates a first lien, in the case of a First Lien Loan, or
a second lien, in the case of a Second Lien Loan, on an unsubordinated estate in
fee simple in real property securing the Mortgage Note; except that with respect
to real property located in jurisdictions in which the use of leasehold estates
for residential properties is a widely-accepted practice, the mortgage, deed of
trust or other instrument securing the Mortgage Note may secure and create a
first lien, in the case of a First Lien Loan, or a second lien, in the case of a
Second Lien Loan, upon a leasehold estate of the Mortgagor.

            Mortgage File: The items pertaining to a particular Mortgage Loan
referred to in Exhibit A annexed hereto, and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.

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

            Mortgage Interest Rate Cap: With respect to an Adjustable Rate
Mortgage Loan, the limit on each Mortgage Interest Rate adjustment as set forth
in the related Mortgage Note.

            Mortgage Loan: An individual Mortgage Loan which is the subject of
this Agreement, each Mortgage Loan originally sold and subject to this Agreement
being identified on the related Mortgage Loan Schedule, which Mortgage Loan
includes without limitation the Mortgage File, the Credit File, the Servicing
File, the Monthly Payments, Principal Prepayments, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, Servicing Rights, Prepayment
Penalties, and all other rights, benefits, proceeds and obligations arising from
or in connection with such Mortgage Loan, excluding replaced or repurchased
mortgage loans.

            Mortgage Loan Package: A pool of Mortgage Loans sold to the
Purchaser by the Seller on a Closing Date.

            Mortgage Loan Schedule: With respect to each Mortgage Loan Package,
a schedule of Mortgage Loans annexed to the related Assignment and Conveyance as
Exhibit 1, setting forth the following information with respect to each Mortgage
Loan: (1) the Seller's Mortgage Loan identifying number; (2) the Mortgagor's
name; (3) the street address of the Mortgaged Property including the city, state
and zip code; (4) a code indicating whether the Mortgaged Property is
owner-occupied, a second home or investment property; (5) the number and type of
residential units constituting the Mortgaged Property (i.e. a single family
residence, a 2-4 family residence, a unit in a condominium project or a unit in
a planned unit development, manufactured housing); (6) the original months to
maturity or the remaining months to maturity from the related Cut-off Date, in
any case based on the original amortization schedule and, if different, the
maturity expressed in the same manner but based on the actual amortization
schedule; (7) the Loan-to-Value Ratio at origination; (8) with respect to First
Lien Loans, the LTV and with respect to Second Lien Loans, the CLTV; (9) the
Mortgage Interest Rate as of the related Cut-off Date; (10) the date on which
the Monthly Payment was due on the Mortgage Loan and, if such date is not
consistent with the Due Date currently in effect, such Due Date; (11) the stated
maturity date; (12) the amount of the Monthly Payment as of the related Cut-off
Date; (13) the last payment date on which a Monthly Payment was actually applied
to pay interest and the outstanding principal balance; (14) the original
principal amount of the Mortgage Loan; (15) the principal balance of the
Mortgage Loan as of the close of business on the related Cut-off Date, after
deduction of payments of principal due and collected on or before the related
Cut-off Date; (16) with respect to Adjustable Rate Mortgage Loans, the Interest
Rate Adjustment Date; (17) with respect to Adjustable Rate Mortgage Loans, the
Gross Margin; (18) with respect to Adjustable Rate Mortgage Loans, the Lifetime
Rate Cap under the terms of the Mortgage Note; (19) with respect to Adjustable
Rate Mortgage Loans, a code indicating the type of Index; (20) with respect to
Adjustable Rate Mortgage Loans, the Periodic Rate Cap under the terms of the
Mortgage Note; (21) with respect to Adjustable Rate Mortgage Loans, the Periodic
Rate Floor under the terms of the Mortgage Note; (22) the type of Mortgage Loan
(i.e., Fixed Rate, Adjustable Rate); (23) a code indicating the purpose of the
loan (i.e., purchase, rate and term refinance, equity take-out refinance); (24)
a code indicating the documentation style (i.e. full, alternative or reduced);
(25) the loan credit classification (as described in the Underwriting
Guidelines); (26) whether such Mortgage Loan provides for a Prepayment Penalty;
(27) the Prepayment Penalty period of such Mortgage Loan, if applicable; (28)
the Mortgage Interest Rate as of origination; (29) the credit risk score (FICO
score) at origination; (30) the date of origination; (31) the Mortgage Interest
Rate adjustment period; (32) the Mortgage Interest Rate floor; (33) the Mortgage
Interest Rate calculation method (i.e., 30/360, simple interest, other); (34) a
code indicating whether the Mortgage Loan is a Section 32 Mortgage Loan; (35) a
code indicating whether the Mortgage Loan is assumable; (36) a code indicating
whether the Mortgage Loan has been modified; (37) the one year payment history;
(38) the Due Date for the first Monthly Payment; (39) the original Monthly
Payment due; (40) with respect to the related Mortgagor, the debt-to-income
ratio; (41) the Appraised Value of the Mortgaged Property; and (42) the sales
price of the Mortgaged Property if the Mortgage Loan was originated in
connection with the purchase of the Mortgaged Property. With respect to the
Mortgage Loans in the aggregate, the related Mortgage Loan Schedule shall set
forth the following information, as of the related Cut-off Date: (1) the number
of Mortgage Loans; (2) the current aggregate outstanding principal balance of
the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.

            Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.

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

            Mortgagor: The obligor on a Mortgage Note.

            Net Mortgage Interest Rate: The Mortgage Interest Rate with respect
to a Mortgage Loan minus the Servicing Fee Rate payable to the Servicer.

            OCC: Office of the Comptroller of the Currency, and its successors
in interest.

            Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or a President or a Vice President and
by the Treasurer or the Secretary or one of the Assistant Treasurers or
Assistant Secretaries of the Seller, and delivered to the Purchaser as required
by this Agreement.

            Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Seller, reasonably acceptable to the Purchaser. .

            OTS: Office of Thrift Supervision, and any successor thereto.

            Periodic Rate Cap: The provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which provides for an absolute maximum amount by
which the Mortgage Interest Rate therein may increase on an Interest Rate
Adjustment Date above or below the Mortgage Interest Rate previously in effect.
The Periodic Rate Cap for each Adjustable Rate Mortgage Loan is the rate set
forth on the related Mortgage Loan Schedule.

            Periodic Rate Floor: With respect to each Adjustable Rate Mortgage
Loan, the provision of each Mortgage Note which provides for an absolute maximum
amount by which the Mortgage Interest Rate therein may decrease on an Interest
Rate Adjustment Date below the Mortgage Interest Rate previously in effect.

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

            Preliminary Mortgage Loan Schedule: As defined in Section 3.

            Prepayment Penalty: With respect to each Mortgage Loan, the fee, if
any, payable upon the prepayment, in whole or in part, of such Mortgage Loan, as
set forth in the related Mortgage Note.

            Prime Rate: The prime rate announced to be in effect from time to
time, as published as the average rate in The Wall Street Journal (Northeast
edition).

            Principal Prepayment: Any payment or other recovery of principal on
a Mortgage Loan which is received in advance of its scheduled Due Date,
including any Prepayment Penalty or premium thereon and which is not accompanied
by an amount of interest representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment.

            Purchase Price: The price paid on the related Closing Date by the
Purchaser to the Seller in exchange for the Mortgage Loans in a Mortgage Loan
Package as calculated in Section 4 of this Agreement.

            Purchase Price and Terms Agreement: With respect to each purchase of
a Mortgage Loan Package hereunder, that certain letter agreement setting forth
the general terms and conditions of such transaction consummated herein and
identifying the Mortgage Loans to be purchased hereunder, by and between the
Seller and the Purchaser.

            Purchaser: Goldman Sachs Mortgage Company, a New York limited
partnership, and its successors in interest and assigns, and any successor to
the Purchaser under this Agreement as herein provided.

            Qualified Appraiser: An appraiser, duly appointed by the Seller, who
had no interest, direct or indirect in the Mortgaged Property or in any loan
made on the security thereof, and whose compensation is not affected by the
approval or disapproval of the Mortgage Loan, and such appraiser and the
appraisal made by such appraiser both satisfy the requirements of Title XI of
the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 and the
regulations promulgated thereunder, all as in effect on the date the Mortgage
Loan was originated.

            Qualified Insurer: An insurance company duly qualified as such under
the laws of the states in which the Mortgaged Properties are located, duly
authorized and licensed in such states to transact the applicable insurance
business and to write the insurance provided, approved as an insurer by Fannie
Mae and Freddie Mac and whose claims paying ability is rated in the highest
rating category by any of the Rating Agencies with respect to primary mortgage
insurance and in the two highest rating categories by A.M. Best's with respect
to hazard and flood insurance (or such other rating as may be required by a
Rating Agency in connection with a Securitization Transfer in order to achieve
the desired ratings for the securities to be issued in connection with such
Securitization Transfer)..

            Rating Agency: Any of Fitch, Moody's or Standard & Poor's, or their
respective successors designated by the Purchaser.

            Reconstitution: A Whole Loan Transfer, Agency Transfer or a
Securitization Transfer.

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

            REMIC Provisions: Provisions of the federal income tax law relating
to a REMIC, which appear at Section 860A through 860G of Subchapter M of Chapter
1, Subtitle A of the Code, and related provisions and regulations, rulings or
pronouncements promulgated thereunder, as the foregoing may be in effect from
time to time.

            Repurchase Price: With respect to any Mortgage Loan for which a
breach of a representation or warranty under this Agreement is found, a price
equal to the then outstanding principal balance of the Mortgage Loan to be
repurchased, plus accrued interest thereon at the Mortgage Interest Rate from
the date on which interest had last been paid through the date of such
repurchase, plus the amount of any outstanding advances owed to any servicer,
and plus all costs and expenses incurred by the Purchaser or any servicer
arising out of or based upon such breach, including without limitation costs and
expenses incurred in the enforcement of the Seller's repurchase obligation
hereunder.

            RESPA: Real Estate Settlement Procedures Act, as amended from time
to time.

            Second Lien Loan: A Mortgage Loan secured by a second lien Mortgage
on the related Mortgaged Property.

            Securitization Transfer: The sale or transfer of some or all of the
Mortgage Loans to a trust or other entity as part of a publicly-issued or
privately-placed, rated or unrated mortgage pass-through or other
mortgage-backed securities transaction.

            Seller: First Franklin Financial Corporation, its successors in
interest and assigns.

            Servicing Agreement: An agreement entered into by the Purchaser and
the Successor Servicer, providing for the Successor Servicer to service the
Mortgage Loans as specified by the Servicing Agreement after the termination of
any Interim Servicer by the Purchaser.

            Servicing File: With respect to each Mortgage Loan, the file
retained by the Interim Servicer consisting of originals of all documents in the
Mortgage File which are not delivered to the Purchaser or the Custodian and
copies of the documents in the Mortgage File which have been delivered to the
Custodian as provided in Section 6.03 hereof.

            Servicing Rights: Any and all of the following: (a) any and all
rights to service the Mortgage Loans; (b) any payments to or monies received by
the Seller or Servicer for servicing the Mortgage Loans; (c) any late fees,
penalties or similar payments with respect to the Mortgage Loans but not
including any Prepayment Penalties; (d) all agreements or documents creating,
defining or evidencing any such servicing rights to the extent they relate to
such servicing rights and all rights of the Seller thereunder; (e) Escrow
Payments or other similar payments with respect to the Mortgage Loans and any
amounts actually collected by the Seller with respect thereto; (f) all accounts
and other rights to payment related to any of the property described in this
paragraph; and (g) any and all documents, files, records, servicing files,
servicing documents, servicing records, data tapes, computer records, or other
information pertaining to the Mortgage Loans or pertaining to the past, present
or prospective servicing of the Mortgage Loans.

            Standard & Poor's: Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies Inc., and its successors in interest.

            Stated Principal Balance: As to each Mortgage Loan, (i) the
principal balance of the Mortgage Loan at the related Cut-off Date after giving
effect to payments of principal due on or before such date, to the extent
actually received, minus (ii) all amounts previously distributed to the
Purchaser with respect to the related Mortgage Loan representing payments or
recoveries of principal.

            Successor Servicer: Any servicer appointed by the Purchaser pursuant
to the Servicing Agreement.

            Transfer Date: The date on which the Purchaser, or its designee,
shall receive the transfer of servicing responsibilities and begin to perform
the servicing of all or a portion of the Mortgage Loans, and the Interim
Servicer shall cease all servicing responsibilities under the Interim Servicing
Agreement, as set forth in the related Purchase Price and Terms Agreement.

            Underwriting Guidelines: The underwriting guidelines of the Seller,
a copy of which is attached hereto as Exhibit J.

            Well Capitalized: Well Capitalized shall mean, with respect to any
Insured Depository Institution, the maintenance by such Insured Depository
Institution of capital ratios at or above the required minimum levels for such
capital category under the regulations promulgated pursuant to Section 1831(o)
of the United States Code, as amended from time to time, by the Appropriate
Federal Banking Agency for such institution, as such regulation may be amended
from time to time.

            Whole Loan Transfer: The sale or transfer by Purchaser of some or
all of the Mortgage Loans in a whole loan or participation format.

            SECTION 2. Agreement to Purchase.

            The Seller, on each related Closing Date, agrees to sell, and the
Purchaser agrees to purchase, Mortgage Loans having an aggregate principal
balance on the related Cut-off Date in an amount as set forth in the related
Purchase Price and Terms Agreement, or in such other amount as agreed by the
Purchaser and the Seller as evidenced by the aggregate principal balance of the
Mortgage Loans accepted by the Purchaser on the related Closing Date.

            SECTION 3. Mortgage Loan Schedules.

            The Seller shall provide the Purchaser with certain information
constituting a preliminary listing of the Mortgage Loans in the Mortgage Loan
Package to be purchased on a Closing Date in accordance with the related
Purchase Price and Terms Agreement and this Agreement (a "Preliminary Mortgage
Schedule").

            The Seller shall deliver the related Mortgage Loan Schedule for the
Mortgage Loans in the Mortgage Loan Package to be purchased on a Closing Date to
the Purchaser at least two (2) Business Days prior to the related Closing Date
or such later date on which the Purchaser has identified to the Seller the final
list of Mortgage Loans the Purchaser desires to purchase. The Mortgage Loan
Schedule shall be the Preliminary Mortgage Loan Schedule with any Mortgage Loans
which have not been funded prior to the Closing Date deleted.

            SECTION 4. Purchase Price.

            The Purchase Price for each Mortgage Loan in the related Mortgage
Loan Package shall be the percentage of par as stated in the related Purchase
Price and Terms Agreement (subject to adjustment as provided therein),
multiplied by the aggregate principal balance, as of the related Cut-off Date,
of the Mortgage Loans, after application of scheduled payments of principal due
on or before the related Cut-off Date, to the extent such payments were actually
received. The initial principal amount of the Mortgage Loans in the related
Mortgage Loan Package shall be the aggregate principal balance of the Mortgage
Loans, so computed as of the related Cut-off Date as set forth on the related
Mortgage Loan Schedule. If so provided in the related Purchase Price and Terms
Agreement, portions of the Mortgage Loans shall be priced separately.

            In addition to the Purchase Price as described above, the Purchaser
shall pay to the Seller, at closing, accrued interest on the current principal
amount of the Mortgage Loans in the related Mortgage Loan Package at the
weighted average Mortgage Interest Rate of those Mortgage Loans from the related
paid through date through the date prior to the related Closing Date, inclusive.
The Servicing Fee will not be applicable until the Closing Date. The Purchase
Price plus accrued interest as set forth in the preceding paragraph shall be
paid to the Seller by wire transfer of immediately available funds to an account
designated by the Seller in writing.

            The Purchaser shall be entitled to (l) all scheduled principal due
after the related Cut-off Date, (2) all other recoveries of principal collected
on or after the related Cut-off Date, and (3) all payments of interest on the
Mortgage Loans (minus that portion of any such payment which is allocable to the
period prior to the related Cut-off Date). The outstanding principal balance of
each Mortgage Loan as of the related Cut-off Date is determined after
application of payments of principal due on or before the related Cut-off Date,
to the extent actually collected, together with any unscheduled principal
prepayments collected prior to the related Cut-off Date; provided, however, that
payments of scheduled principal and interest paid prior to the related Cut-off
Date, but to be applied on a due date beyond the related Cut-off Date shall not
be applied to the principal balance as of the related Cut-off Date. Such prepaid
amounts shall be the property of the Purchaser. The Seller cause any such
prepaid amounts to be remitted to the Interim Servicer for subsequent remittance
to the Purchaser.

            SECTION 5. Examination of Mortgage Files.

            At least five (5) Business Days prior to the related Closing Date
(or, with respect to not more than 25% of the Mortgage Loans, at least three (3)
Business Days prior to the related Closing Date), the Seller shall deliver to
the Purchaser or its designee in escrow, for examination with respect to each
Mortgage Loan in the related Mortgage Loan Package to be purchased, the related
Mortgage File, including a copy of the Assignment of Mortgage, pertaining to
each Mortgage Loan.

            At least five (5) Business Days prior to the related Closing Date,
with respect to each Mortgage Loan in the related Mortgage Loan Package to be
purchased, the Seller shall make the related Servicing Files and Credit Files
available to the Purchaser for examination at such other location as shall
otherwise be acceptable to the Purchaser.

            Such examination of the Mortgage Files may be made by the Purchaser
or its designee at any reasonable time before or after the related Closing Date.
If the Purchaser makes such examination prior to the related Closing Date and
determines, in its reasonable discretion, that any Mortgage Loans are
unacceptable to the Purchaser for any reason, such Mortgage Loans shall be
deleted from the related Mortgage Loan Schedule. The Purchaser may, at its
option and without notice to the Seller, purchase some or all of the Mortgage
Loans without conducting any partial or complete examination. The fact that the
Purchaser or its designee has conducted or has failed to conduct any partial or
complete examination of the Mortgage Files or the Credit Files shall not affect
the Purchaser's (or any of its successor's) rights to demand repurchase,
substitution or other relief as provided herein.

            In the event that the Seller fails to deliver the Credit Files with
respect to any Mortgage Loan after the related Closing Date, the Seller shall,
upon the request of the Purchaser, repurchase such Mortgage Loan at the price
and in the manner specified in Subsection 9.03.

            SECTION 6. Conveyance from Seller to Purchaser.

            Subsection 6.01. Conveyance of Mortgage Loans.

            The Seller, on each related Closing Date, does hereby sell,
transfer, assign, set over and convey to the Purchaser, without recourse, but
subject to the terms of this Agreement, all rights, title and interest of the
Seller in and to the Mortgage Loans in the related Mortgage Loan Package,
together with the Servicing Rights, the Mortgage Files, the Servicing and Credit
Files, and all rights and obligations arising under the documents contained
therein for each Mortgage Loan in the related Mortgage Loan Package.

            Subsection 6.02. Books and Records.

            Record title to each Mortgage as of the related Closing Date shall
be in the name of the Seller, an Affiliate of the Seller, the Purchaser or one
or more designees of the Purchaser, as the Purchaser shall select.
Notwithstanding the foregoing, each Mortgage and related Mortgage Note shall be
possessed solely by the Purchaser or the appropriate designee of the Purchaser,
as the case may be. All rights arising out of the Mortgage Loans including, but
not limited to, all funds received by the Seller after the related Cut-off Date
on or in connection with a Mortgage Loan shall be vested in the Purchaser or one
or more designees of the Purchaser; provided, however, that all funds received
on or in connection with a Mortgage Loan shall be received and held by the
Seller or the Interim Servicer in trust for the benefit of the Purchaser or the
appropriate designee of the Purchaser, as the case may be, as the owner of the
Mortgage Loans pursuant to the terms of this Agreement.

            The sale of each Mortgage Loan shall be reflected on the Seller's
balance sheet and other financial statements as a sale of assets by the Seller.

            Subsection 6.03. Delivery of Mortgage Files.

            The Seller shall, as directed by the Purchaser, deliver and release
to the Custodian no later than five (5) Business Days prior to the related
Closing Date (or, with respect to not more than 25% of the Mortgage Loans, at
least three (3) Business Days prior to the related Closing Date) the Mortgage
Files with respect to each Mortgage Loan in the related Mortgage Loan Package to
be purchased by the Purchaser on the related Closing Date.

            The Custodian shall certify its receipt of all such Mortgage Files
for the related Closing Date to the Purchaser, as evidenced by the Initial
Certification of the Custodian in the form annexed to the Custodial Agreement.

            The Seller shall forward to the Custodian, or to such other Person
as the Purchaser shall designate in writing, original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with this Agreement within two weeks of their
execution, provided, however, that the Seller shall provide the Custodian, or to
such other Person as the Purchaser shall designate in writing, with a certified
true copy of any such document submitted for recordation within two weeks of its
execution, and shall promptly provide the original of any document submitted for
recordation or a copy of such document certified by the appropriate public
recording office to be a true and complete copy of the original within ninety
days of its submission for recordation.

            In the event any document listed on Exhibit A as constituting a part
of the Mortgage Files and required to be delivered to the Custodian pursuant to
this Section 6.03, including an original or copy of any document submitted for
recordation to the appropriate public recording office, is not so delivered to
the Custodian, or to such other Person as the Purchaser shall designate in
writing, on the related Closing Date (other than with respect to the Assignments
of Mortgage which shall be delivered to the Custodian in blank on or prior to
the related Closing Date and recorded subsequently by the Purchaser or its
designee or document submitted for recordation to the appropriate public
recording office), and in the event that the Seller does not cure such failure
within [30] days of discovery or receipt of written notification of such failure
from the Purchaser, the related Mortgage Loan shall, upon the request of the
Purchaser, be repurchased by the Seller at the price and in the manner specified
in Subsection 9.03. The foregoing repurchase obligation shall not apply in the
event that the Seller cannot deliver an original document submitted for
recordation to the appropriate public recording office within the specified
period due to a delay caused by the recording office in the applicable
jurisdiction; provided that (i) the Seller shall instead deliver a recording
receipt of such recording office or, if such recording receipt is not available,
an officer's certificate of an officer of the Seller, confirming that such
documents have been accepted for recording; provided that, upon request of the
Purchaser and delivery by the Purchaser to the Seller of a schedule of the
Mortgage Loans, the Seller shall reissue and deliver to the Purchaser or its
designee said officer's certificate and (ii) such document is delivered within
180 calendar days of the related Closing Date, provided, that, in the event such
document cannot be delivered within 180 calendar days because of a delay caused
by the public recording office in returning any recorded document, the Seller
shall deliver to the Purchaser an Officer's Certificate which shall (i) identify
the recorded document, (ii) state that the recorded document has not been
delivered to the Custodian due solely to a delay caused by the public recording
office, (iii) state the amount of time generally required by the applicable
recording office to record and return a document submitted for recordation, and
(iv) specify the date the applicable recorded document will be delivered to the
Custodian. An extension of the date specified in (iv) above may be requested
from the Purchaser, which consent shall not be unreasonably withheld. Any such
document shall be delivered to the Purchaser or its designee not later than 12
months from the related Closing Date.

            The Seller shall pay all initial recording fees, if any, for the
Assignments of Mortgage and any other fees or costs in transferring all original
documents to the Custodian or, upon written request of the Purchaser, to the
Purchaser or the Purchaser's designee. The Purchaser or the Purchaser's designee
shall be responsible for recording the Assignments of Mortgage and shall be
reimbursed by the Seller for the costs associated therewith pursuant to the
preceding sentence.

            Subsection 6.04. Quality Control Procedures.

            The Seller shall have an internal quality control program that
verifies, on a regular basis, the existence and accuracy of the legal documents,
credit documents, property appraisals, and underwriting decisions. The program
shall include evaluating and monitoring the overall quality of the Seller's loan
production and the servicing activities of the Seller. The program is to ensure
that the Mortgage Loans are originated and serviced in accordance with Accepted
Servicing Practices and the Underwriting Guidelines; guard against dishonest,
fraudulent, or negligent acts; and guard against errors and omissions by
officers, employees, or other authorized persons.

            SECTION 7. Servicing of the Mortgage Loans.

            The Mortgage Loans have been sold by the Seller to the Purchaser on
a servicing released basis. For the period beginning on the related Closing Date
and ending on the related Transfer Date, the Seller shall cause each Interim
Servicer to service and administer the Mortgage Loans for the benefit of the
Purchaser in accordance with the related Interim Servicing Agreement. The Seller
shall take any actions necessary to cause each Interim Servicer to terminate
servicing the Mortgage Loans on behalf of the Seller. In such connection the
Seller shall cause each Interim Servicer to enter into an Assignment, Assumption
and Recognition Agreement (each, an "Assignment Agreement") whereby the related
Interim Servicer will recognize the Purchaser as the owner of the Mortgage Loans
and shall service and administer such Mortgage Loans for the benefit of the
Purchaser on an interim servicing basis.

            In addition, the Seller shall, or shall cause the Interim Servicer
to notify the related mortgagors of the transfer of servicing to the Successor
Servicer in accordance with the requirements of the RESPA and the Cranston
Gonzalez National Affordable Housing Act of 1990. On or before the related
Transfer Date, the Seller shall or shall cause the Interim Servicer to prepare,
execute and deliver to the Servicer any and all documents and other instruments,
place in the Successor Servicer's possession all Mortgage Loan Documents
necessary or appropriate to effect the purposes of such notice of termination,
including but not limited to the transfer and endorsement or assignment of the
related Mortgage Loans and related documents, at the Seller's sole expense. The
Seller shall, and shall cause the Interim Servicer to cooperate fully with the
Purchaser and the Successor Servicer in effecting the termination of the Interim
Servicer's responsibilities and rights with respect to the servicing and
administration of the Mortgage Loans.

            On the related Transfer Date, the Servicer shall, and shall cause
the Interim Servicer to comply with this Section 7 and the Interim Servicing
Agreement to effect a complete transfer of the servicing and administration of
the Mortgage Loans.

            SECTION 8. Representations, Warranties and Covenants of the Seller;
                       Remedies for Breach.

            Subsection 8.01. Representations and Warranties Regarding the
Seller.

            The Seller represents, warrants and covenants to the Purchaser that
as of the date hereof and as of each Closing Date:

            (a) Due Organization and Authority. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Delaware and is an operating subsidiary of National City Bank of Indiana [and
has all licenses necessary to carry on its business as now being conducted and
is licensed, qualified and in good standing in each state wherein it owns or
leases any material properties or where a Mortgaged Property is located, if the
laws of such state require licensing or qualification in order to conduct
business of the type conducted by the Seller, and in any event the Seller is in
compliance with the laws of any such state to the extent necessary to ensure the
enforceability of the related Mortgage Loan in accordance with the terms of this
Agreement;]. As a national bank operating subsidiary, it is regulated by the
Office of the Comptroller of the Currency and is subject to applicable laws and
regulations. Seller is duly authorized to originate Mortgage Loans and to carry
on its business as now being conducted as an operating subsidiary of a national
bank. The Seller has the full corporate power, authority and legal right to
hold, transfer and convey the Mortgage Loans and to execute and deliver this
Agreement and to perform its obligations hereunder; the execution, delivery and
performance of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by the Seller and the consummation of the
transactions contemplated hereby have been duly and validly authorized; this
Agreement and all agreements contemplated hereby have been duly executed and
delivered and constitute the valid, legal, binding and enforceable obligations
of the Seller, regardless of whether such enforcement is sought in a proceeding
in equity or at law; and all requisite corporate action has been taken by the
Seller to make this Agreement and all agreements contemplated hereby valid and
binding upon the Seller in accordance with their terms, subject to: (1)
bankruptcy, reorganization, insolvency, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, including, without
limitation, the effect of statutory or ether laws regarding fraudulent
conveyances or preferential transfers, and (2) general principles of equity upon
the specific enforceability of any of the remedies, covenants or other
provisions of the Purchase Agreement and upon the availability of injunctive
relief or other equitable remedies and the application of principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) as such principles relate to, limit or affect the enforcement
of creditors' rights generally and the discretion of the court before which any
proceeding for such enforcement may be brought;

            (b) Ordinary Course of Business. The consummation of the
transactions contemplated by this Agreement are in the ordinary course of
business of the Seller, and the transfer, assignment and conveyance of the
Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are
not subject to the bulk transfer or any similar statutory provisions in effect
in any applicable jurisdiction;

            (c) No Conflicts. Neither the execution and delivery of this
Agreement, the acquisition or origination of the Mortgage Loans by the Seller,
the sale of the Mortgage Loans to the Purchaser, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the
terms and conditions of this Agreement, will conflict with or result in a breach
of any of the terms, conditions or provisions of the Seller's charter or by-laws
or any legal restriction or any agreement or instrument to which the Seller is
now a party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Seller or its property
is subject, or result in the creation or imposition of any lien, charge or
encumbrance that would have an adverse effect upon any of its properties
pursuant to the terms of any mortgage, contract, deed of trust or other
instrument, or impair the ability of the Purchaser to realize on the Mortgage
Loans, impair the value of the Mortgage Loans, or impair the ability of the
Purchaser to realize the full amount of any insurance benefits accruing pursuant
to this Agreement;

            (d) Ability to Perform; Solvency. The Seller does not believe, nor
does it have any reason or cause to believe, that it cannot perform each and
every covenant contained in this Agreement. The Seller is solvent and the sale
of the Mortgage Loans will not cause the Seller to become insolvent. The sale of
the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud
any of Seller's creditors;

            (e) No Litigation Pending. There is no action, suit, proceeding or
investigation pending or threatened against the Seller, before any court,
administrative agency or other tribunal asserting the invalidity of this
Agreement, seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or which, either in any one instance or in the
aggregate, may result in any material adverse change in the business,
operations, financial condition, properties or assets of the Seller, or in any
material impairment of the right or ability of the Seller to carry on its
business substantially as now conducted, or in any material liability on the
part of the Seller, or which would draw into question the validity of this
Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Seller contemplated herein, or which
would be likely to impair materially the ability of the Seller to perform under
the terms of this Agreement;

            (f) No Consent Required. No consent, approval, authorization or
order of, or registration or filing with, or notice to any court or governmental
agency or body is required for the execution, delivery and performance by the
Seller of or compliance by the Seller with this Agreement or the Mortgage Loans,
the delivery of a portion of the Mortgage Files to the Custodian or the sale of
the Mortgage Loans or the consummation of the transactions contemplated by this
Agreement, or if required, such approval has been obtained prior to the related
Closing Date;

            (g) Selection Process. The Mortgage Loans were selected from among
the outstanding one- to four-family mortgage loans in the Seller's portfolio at
the related Closing Date as to which the representations and warranties set
forth in Subsection 9.02 could be made and such selection was not made in a
manner so as to affect adversely the interests of the Purchaser;

            (h) Delivery to the Custodian. The Mortgage Note, the Mortgage, the
Assignment of Mortgage and any other documents required to be delivered with
respect to each Mortgage Loan pursuant to Section 6.03 hereof, shall be
delivered to the Custodian. With respect to each Mortgage Loan, the Seller will
be in possession of a complete Mortgage File in compliance with Exhibit A
hereto, except for such documents as will be delivered to the Custodian;

            (i) Mortgage Loan Characteristics. The characteristics of the
Mortgage Loans are as set forth on the description of the pool characteristics
for the Mortgage Loans delivered pursuant to Section 11 on the related Closing
Date in the form attached as Exhibit I hereto;

            (j) No Untrue Information. Neither this Agreement nor any
information, statement, tape, diskette, report, form, or other document
furnished or to be furnished pursuant to this Agreement or in connection with
the transactions contemplated hereby (including any Securitization Transfer or
Whole Loan Transfer) contains or will contain any untrue statement of fact or
omits or will omit to state a fact necessary to make the statements contained
herein or therein not misleading;

            (k) Financial Statements. The Seller has delivered to the Purchaser
financial statements as to its last three completed fiscal years and any later
quarter ended more than 60 days prior to the execution of this Agreement. All
such financial statements fairly present the pertinent results of operations and
changes in financial position for each of such periods and the financial
position at the end of each such period of the Seller and its subsidiaries and
have been prepared in accordance with generally accepted accounting principles
consistently applied throughout the periods involved, except as set forth in the
notes thereto. There has been no change in the business, operations, financial
condition, properties or assets of the Seller since the date of the Seller's
financial statements that would have a material adverse effect on its ability to
perform its obligations under this Agreement. The Seller has completed any forms
requested by the Purchaser in a timely manner and in accordance with the
provided instructions;

            (l) No Brokers. The Seller has not dealt with any broker, investment
banker, agent or other person that may be entitled to any commission or
compensation in connection with the sale of the Mortgage Loans;

            (m) Sale Treatment. The Seller intends to reflect the transfer of
the Mortgage Loans as a sale on the books and records of the Seller and the
Seller has determined that the disposition of the Mortgage Loans pursuant to
this Agreement will be afforded sale treatment for tax and accounting purposes;

            (n) Reasonable Purchase Price. The Seller deems the consideration
received upon the sale of the Mortgage Loans under this Agreement to be fair
consideration and reasonably equivalent value for the Mortgage Loans;

            (o) Seller's Origination. The Seller's decision to originate any
mortgage loan or to deny any mortgage loan application is an independent
decision based upon Seller's underwriting guidelines, and is in no way made as a
result of Purchaser's decision to purchase, or not to purchase, or the price
Purchaser may offer to pay for, any such mortgage loan, if originated; and

            (p) Owner of Record. The Seller is the owner of record of each
Mortgage and the indebtedness evidenced by each Mortgage Note, except for the
Assignments of Mortgage which have been sent for recording, and upon recordation
the Seller will be the owner of record of each Mortgage and the indebtedness
evidenced by each Mortgage Note.

            Subsection 8.02. Representations and Warranties Regarding Individual
Mortgage Loans.

            The Seller hereby represents and warrants to the Purchaser that, as
to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:

            (a) Mortgage Loans as Described. The information set forth in the
related Mortgage Loan Schedule is complete, true and correct;

            (b) Payments Current. All payments required to be made up to the
related Closing Date for the Mortgage Loan under the terms of the Mortgage Note,
other than payments not yet 30 days delinquent, have been made and credited. No
payment required under the Mortgage Loan is 30 days or more delinquent nor has
any payment under the Mortgage Loan been 30 days or more delinquent at any time
since the origination of the Mortgage Loan. The first Monthly Payment after the
related Cut-off Date shall be made with respect to the Mortgage Loan on its Due
Date or within the month the payment is due, all in accordance with the terms of
the related Mortgage Note;

            (c) No Outstanding Charges. There are no defaults in complying with
the terms of the Mortgage, and all taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges, leasehold payments or ground rents
which previously became due and owing have been paid, or an escrow of funds has
been established in an amount sufficient to pay for every such item which
remains unpaid and which has been assessed but is not yet due and payable. The
Seller has not advanced funds, or induced, solicited or knowingly received any
advance of funds by a party other than the Mortgagor, directly or indirectly,
for the payment of any amount required under the Mortgage Loan, except for
interest accruing from the date of the Mortgage Note or date of disbursement of
the Mortgage Loan proceeds, whichever is earlier, to the day which precedes by
one month the Due Date of the first installment of principal and interest;

            (d) Original Terms Unmodified. The terms of the Mortgage Note and
Mortgage have not been impaired, waived, altered or modified in any respect,
from and after the date of origination except by a written instrument which has
been recorded, if necessary to protect the interests of the Purchaser, and which
has been delivered to the Custodian or to such other Person as the Purchaser
shall designate in writing, and the terms of which are reflected in the related
Mortgage Loan Schedule. The substance of any such waiver, alteration or
modification has been approved by the title insurer, if any, to the extent
required by the policy, and its terms are reflected on the related Mortgage Loan
Schedule, if applicable. No Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement, approved by the issuer of the
title insurer, to the extent required by the policy, and which assumption
agreement is part of the Mortgage Loan File delivered to the Custodian or to
such other Person as the Purchaser shall designate in writing and the terms of
which are reflected in the related Mortgage Loan Schedule;

            (e) No Defenses. The Mortgage Loan is not subject to any right of
rescission, set-off, counterclaim or defense, including without limitation the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to
any right of rescission, set-off, counterclaim or defense, including without
limitation the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto, and no Mortgagor
was a debtor in any state or Federal bankruptcy or insolvency proceeding, at, or
subsequent to, the time the Mortgage Loan was originated;

            (f) Hazard Insurance. Pursuant to the terms of the Mortgage, all
buildings or other improvements upon the Mortgaged Property are insured by a
generally acceptable insurer against loss by fire, hazards of extended coverage
and such other hazards as are provided for in the Fannie Mae Guides or by
Freddie Mac. If required by the National Flood Insurance Act of 1968, as
amended, each Mortgage Loan is covered by a flood insurance policy meeting the
requirements of the current guidelines of the Federal Insurance Administration
is in effect which policy conforms to Fannie Mae or Freddie Mac. All individual
insurance policies contain a standard mortgagee clause naming the Seller and its
successors and assigns as mortgagee, and all premiums thereon have been paid.
The Mortgage obligates the Mortgagor thereunder to maintain the hazard insurance
policy at the Mortgagor's cost and expense, and on the Mortgagor's failure to do
so, authorizes the holder of the Mortgage to obtain and maintain such insurance
at such Mortgagor's cost and expense, and to seek reimbursement therefor from
the Mortgagor. Where required by state law or regulation, the Mortgagor has been
given an opportunity to choose the carrier of the required hazard insurance,
provided the policy is not a "master" or "blanket" hazard insurance policy
covering a condominium, or any hazard insurance policy covering the common
facilities of a planned unit development. The hazard insurance policy is the
valid and binding obligation of the insurer, is in full force and effect, and
will be in full force and effect and inure to the benefit of the Purchaser upon
the consummation of the transactions contemplated by this Agreement. The Seller
has not engaged in, and has no knowledge of the Mortgagor's or any servicer's
having engaged in, any act or omission which would impair the coverage of any
such policy, the benefits of the endorsement provided for herein, or the
validity and binding effect of such policy, without limitation, and no unlawful
fee, commission, kickback or other unlawful compensation or value of any kind
has been or will be received, retained or realized by any attorney, firm or
other person or entity, and no such unlawful items have been received, retained
or realized by the Seller;

            (g) Compliance with Applicable Laws. Any and all requirements of any
federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit protection,
equal credit opportunity and disclosure laws, all applicable predatory and
abusive lending laws, or unfair and deceptive practices laws applicable to the
Mortgage Loans have been complied with, the consummation of the transactions
contemplated hereby will not involve the violation of any such laws or
regulations;

            (h) No Satisfaction of Mortgage. The Mortgage has not been
satisfied, canceled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in whole
or in part, nor has any instrument been executed that would effect any such
release, cancellation, subordination or rescission. The Seller has not waived
the performance by the Mortgagor of any action, if the Mortgagor's failure to
perform such action would cause the Mortgage Loan to be in default, nor has the
Seller waived any default resulting from any action or inaction by the
Mortgagor;

            (i) Location and Type of Mortgaged Property. The Mortgaged Property
is located in the state identified in the related Mortgage Loan Schedule and
consists of real property with a detached single family residence erected
thereon, or an individual condominium unit an individual unit in a planned unit
development or a de minimis planned unit development stories or less, provided,
however, that any mobile home (double wide only) or manufactured dwelling shall
conform with the applicable Fannie Mae and Freddie Mac requirements regarding
such dwellings and that no Mortgage Loan is secured by a single parcel of real
property with a cooperative housing corporation or, except as described in
Exhibit I, a mobile home erected thereon or by a mixed-use property, a property
in excess of 10 acres, or other unique property types. As of the date of
origination, no portion of the Mortgaged Property was used for commercial
purposes, and since the date of origination, no portion of the Mortgaged
Property has been used for commercial purposes; provided, that Mortgaged
Properties which contain a home office shall not be considered as being used for
commercial purposes as long as the Mortgaged Property has not been altered for
commercial purposes and is not storing any chemicals or raw materials other than
those commonly used for homeowner repair, maintenance and/or household purposes.
With respect to any Mortgage Loan secured by a Mortgaged Property improved by
manufactured housing, (i) the related manufactured housing unit is permanently
affixed to the land, and (ii) the related manufactured housing unit and the
related land are subject to a Mortgage properly filed in the appropriate public
recording office and naming the Seller as mortgagee.

            (j) Valid First or Second Lien. Each Mortgage is a valid,
subsisting, enforceable and perfected first lien, with respect to First Lien
Loans, or second lien, with respect to Second Lien Loans, of record on a single
parcel of real estate constituting the Mortgaged Property, including all
buildings and improvements on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems located
in or annexed to such buildings, and all additions, alterations and replacements
made at any time, with respect to the foregoing. The lien of the Mortgage is
subject only to:

                  (1) with respect to Second Lien Loans, the lien of the first
            mortgage on the Mortgaged Property;

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

                  (3) covenants, conditions and restrictions, rights of way,
            easements and other matters of the public record as of the date of
            recording acceptable to prudent mortgage lending institutions
            generally and specifically referred to in the lender's title
            insurance policy delivered to the originator of the Mortgage Loan
            and (a) specifically referred to or otherwise considered in the
            appraisal made for the originator of the Mortgage Loan or (b) which
            do not adversely affect the Appraised Value of the Mortgaged
            Property set forth in such appraisal; and

                  (4) other matters to which like properties are commonly
            subject which do not materially interfere with the benefits of the
            security intended to be provided by the Mortgage or the use,
            enjoyment, value or marketability of the related Mortgaged Property.

Any security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a valid,
subsisting, enforceable and perfected (A) first lien and first priority security
interest with respect to each First Lien Loan, or (B) second lien and second
priority security interest with respect to each Second Lien Loan, in either
case, on the property described therein and Seller has full right to sell and
assign the same to the Purchaser;

            (k) Validity of Mortgage Documents. The Mortgage Note and the
Mortgage and any other agreement executed and delivered by a Mortgagor in
connection with a Mortgage Loan are genuine, and each is the legal, valid and
binding obligation of the maker thereof enforceable in accordance with its
terms, subject to bankruptcy laws and similar laws of general application
affecting creditor's rights and subject to the application of the rules of
equity, including those respecting the availability of specific performance. All
parties to the Mortgage Note, the Mortgage and any other such related agreement
had legal capacity to enter into the Mortgage Loan and to execute and deliver
the Mortgage Note, the Mortgage and any such agreement, and the Mortgage Note,
the Mortgage and any other such related agreement have been duly and properly
executed by other such related parties. The documents, instruments and
agreements submitted for loan underwriting were not falsified and contain no
untrue statement of material fact or omit to state a material fact required to
be stated therein or necessary to make the information and statements therein
not misleading. No fraud, error, omission, misrepresentation, negligence or
similar occurrence with respect to a Mortgage Loan has taken place on the part
of the Seller, or, to the best of the Seller's knowledge, any other Person,
including without limitation, the Mortgagor, any appraiser, any builder or
developer, or any other party involved in the origination or servicing of the
Mortgage Loan. The Seller has reviewed all of the documents constituting the
Servicing File and has made such inquiries as it deems necessary to make and
confirm the accuracy of the representations set forth herein;

            (l) Full Disbursement of Proceeds. The Mortgage Loan has been closed
and the proceeds of the Mortgage Loan have been fully disbursed and there is no
requirement for future advances thereunder, and any and all requirements as to
completion of any on-site or off-site improvement and as to disbursements of any
escrow funds therefor have been complied with. All costs, fees and expenses
incurred in making or closing the Mortgage Loan and the recording of the
Mortgage were paid, and the Mortgagor is not entitled to any refund of any
amounts paid or due under the Mortgage Note or Mortgage with the exception of
proceeds due under the Seller's dividend loan program;

            (m) Ownership. The Seller is the sole owner of record and holder of
the Mortgage Loan and the indebtedness evidenced by each Mortgage Note. The
Mortgage Loan is not assigned or pledged, and the Seller has good, indefeasible
and marketable title thereto, and has full right to transfer and sell the
Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest, and
has full right and authority subject to no interest or participation of, or
agreement with, any other party, to sell and assign each Mortgage Loan pursuant
to this Agreement and following the sale of each Mortgage Loan, the Purchaser
will own such Mortgage Loan free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security interest. The
Seller intends to relinquish all rights to possess, control and monitor the
Mortgage Loan. After the related Closing Date, the Seller will have no right to
modify or alter the terms of the sale of the Mortgage Loan and the Seller will
have no obligation or right to repurchase the Mortgage Loan or substitute
another Mortgage Loan, except as provided in this Agreement;

            (n) Doing Business. All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) (1) in
compliance with any and all applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located, and (2) either (i) organized
under the laws of such state, or (ii) qualified to do business in such state, or
(iii) a federal savings and loan association, a savings bank or a national bank
having a principal office in such state, or (3) not doing business in such
state;

            (o) LTV; CLTV. No Mortgage Loan has an LTV or CLTV greater than
100%.

            (p) Title Insurance. The Mortgage Loan is covered by an ALTA
lender's title insurance policy, or with respect to any Mortgage Loan for which
the related Mortgaged Property is located in California a CLTA lender's title
insurance policy, or other generally acceptable form of policy or insurance
acceptable to Fannie Mae or Freddie Mac and each such title insurance policy is
issued by a title insurer acceptable to Fannie Mae or Freddie Mac and qualified
to do business in the jurisdiction where the Mortgaged Property is located,
insuring the Seller, its successors and assigns, as to the first or second
priority lien of the Mortgage in the original principal amount of the Mortgage
Loan, subject only to the exceptions contained in clauses (1) and (2) of
paragraph (j) of this Subsection 9.02, and in the case of Adjustable Rate
Mortgage Loans, against any loss by reason of the invalidity or unenforceability
of the lien resulting from the provisions of the Mortgage providing for
adjustment to the Mortgage Interest Rate and Monthly Payment. Where required by
state law or regulation, the Mortgagor has been given the opportunity to choose
the carrier of the required mortgage title insurance. Additionally, such
lender's title insurance policy affirmatively insures ingress and egress, and
against encroachments by or upon the Mortgaged Property or any interest therein.
The title policy does not contain any special exceptions (other than the
standard exclusions) for zoning and uses and has been marked to delete the
standard survey exception or to replace the standard survey exception with a
specific survey reading. The Seller, its successors and assigns, are the sole
insureds of such lender's title insurance policy, and such lender's title
insurance policy is valid and remains in full force and effect and will be in
force and effect upon the consummation of the transactions contemplated by this
Agreement. No claims have been made under such lender's title insurance policy,
and no prior holder of the related Mortgage, has done, by act or omission,
anything which would impair the coverage of such lender's title insurance
policy, , and Seller has not done, by act or omission, anything that would
impair the coverage of such lender's title insurance policy. No unlawful fee,
commission, kickback or other unlawful compensation or value of any kind has
been or will be received, retained or realized by any attorney, firm or other
person or entity, and no such unlawful items have been received, retained or
realized by the Seller;

            (q) No Defaults. Other than payments due but not yet 30 days or more
delinquent, there is no default, breach, violation or event which would permit
acceleration existing under the Mortgage or the Mortgage Note and no event
which, with the passage of time or with notice and the expiration of any grace
or cure period, would constitute a default, breach, violation or event which
would permit acceleration, and neither the Seller nor any of its affiliates nor
any of their respective predecessors, have waived any default, breach, violation
or event which would permit acceleration. With respect to each Second Lien Loan,
(i) the prior mortgage is in full force and effect, (ii) there is no default,
breach, violation or event of acceleration existing under such prior mortgage or
the related mortgage note, (iii) no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration thereunder, and either (A)
the prior mortgage contains a provision which allows or (B) applicable law
requires, the mortgagee under the Second Lien Loan to receive notice of, and
affords such mortgagee an opportunity to cure any default by payment in full or
otherwise under the prior mortgage;

            (r) No Mechanics' Liens. Except as insured against by the title
insurance policy, there are no mechanics' or similar liens or claims which have
been filed for work, labor or material (and no rights are outstanding that under
law could give rise to such liens) affecting the related Mortgaged Property
which are or may be liens prior to, or equal or coordinate with, the lien of the
related Mortgage;

            (s) Location of Improvements; No Encroachments. Except as insured
against by the title insurance policy, all improvements which were considered in
determining the Appraised Value of the Mortgaged Property lay wholly within the
boundaries and building restriction lines of the Mortgaged Property, and no
improvements on adjoining properties encroach upon the Mortgaged Property. No
improvement located on or being part of the Mortgaged Property is in violation
of any applicable zoning law or regulation;

            (t) Origination; Payment Terms. At the time the Mortgage Loan was
originated, the originator was a mortgagee approved by the Secretary of Housing
and Urban Development pursuant to Sections 203 and 211 of the National Housing
Act, a savings and loan association, a savings bank, a commercial bank, an
operating subsidiary of a national bank, credit union, insurance company or
other similar institution which is supervised and examined by a federal or state
authority. The documents, instruments and agreements submitted for loan
underwriting were not falsified and contain no untrue statement of material fact
or omit to state a material fact required to be stated therein or necessary to
make the information and statements therein not misleading. No Mortgage Loan
contains terms or provisions which would result in negative amortization.
Principal payments on the Mortgage Loan commenced no more than sixty days after
funds were disbursed in connection with the Mortgage Loan. The Mortgage Interest
Rate as well as the Lifetime Rate Cap and the Periodic Rate Cap, are as set
forth on Exhibit I hereto. The Mortgage Note is payable in equal monthly
installments of principal and interest, which installments of interest, with
respect to Adjustable Rate Mortgage Loans, are subject to change due to the
adjustments to the Mortgage Interest Rate on each Interest Rate Adjustment Date,
with interest calculated and payable in arrears, sufficient to amortize the
Mortgage Loan fully by the stated maturity date, over an original term of not
more than thirty years from commencement of amortization. Unless otherwise
specified on the description of pool characteristics attached as Exhibit I
hereto, the Mortgage Loan is payable on the first day of each month;

            (u) Customary Provisions. The Mortgage contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the Mortgaged Property of the
benefits of the security provided thereby, including, (i) in the case of a
Mortgage designated as a deed of trust, by trustee's sale, and (ii) otherwise by
judicial foreclosure. Upon default by a Mortgagor on a Mortgage Loan and
foreclosure on, or trustee's sale of, the Mortgaged Property pursuant to the
proper procedures, the holder of the Mortgage Loan will be able to deliver good
and merchantable title to the Mortgaged Property. There is no homestead or other
exemption available to a Mortgagor which would interfere with the right to sell
the Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage, subject to applicable federal and state laws and judicial precedent
with respect to bankruptcy and right of redemption or similar law;

            (v) Conformance with Agency and Underwriting Standards. The Mortgage
Loan was underwritten in accordance with the Underwriting Standards (a copy of
which is attached hereto as Exhibit J). The Mortgage Note and Mortgage are on
forms acceptable to Freddie Mac or Fannie Mae and the Seller has not made any
representations to a Mortgagor that are inconsistent with the mortgage
instruments used;

            (w) Occupancy of the Mortgaged Property. As of the related Closing
Date the Mortgaged Property is lawfully occupied under applicable law. All
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect to
the use and occupancy of the same, including but not limited to certificates of
occupancy and fire underwriting certificates, have been made or obtained from
the appropriate authorities;

            (x) No Additional Collateral. The Mortgage Note is not and has not
been secured by any collateral except the lien of the corresponding Mortgage and
the security interest of any applicable security agreement or chattel mortgage
referred to in clause (j) above;

            (y) Deeds of Trust. In the event the Mortgage constitutes a deed of
trust, a trustee, authorized and duly qualified under applicable law to serve as
such, has been properly designated and currently so serves and is named in the
Mortgage, and no fees or expenses are or will become payable by the Purchaser to
the trustee under the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor;

            (z) Acceptable Investment. There are no circumstances or conditions
with respect to the Mortgage, the Mortgaged Property, the Mortgagor, the
Mortgage File or the Mortgagor's credit standing that can reasonably be expected
to cause private institutional investors to regard the Mortgage Loan as an
unacceptable investment, cause the Mortgage Loan to become delinquent, or
adversely affect the value or marketability of the Mortgage Loan.;

            (aa) Delivery of Mortgage Documents. The Mortgage Note, the
Mortgage, the Assignment of Mortgage and any other documents required to be
delivered under the Custodial Agreement for each Mortgage Loan have been
delivered to the Custodian. The Seller is in possession of a complete, true and
accurate Mortgage File in compliance with Exhibit A hereto, except for such
documents the originals of which have been delivered to the Custodian;

            (bb) Condominiums/Planned Unit Developments. If the Mortgaged
Property is a condominium unit or a planned unit development (other than a de
minimis planned unit development) such condominium or planned unit development
project such Mortgage Loan was originated in accordance with, and the Mortgaged
Property meets the guidelines set forth in the Seller's Underwriting Guidelines;

            (cc) Transfer of Mortgage Loans. The Assignment of Mortgage with
respect to each Mortgage Loan is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located. The transfer, assignment and conveyance of the Mortgage Notes and the
Mortgages by the Seller are not subject to the bulk transfer or similar
statutory provisions in effect in any applicable jurisdiction;

            (dd) Due-On-Sale. With respect to each Fixed Rate Mortgage Loan, the
Mortgage contains an enforceable provision for the acceleration of the payment
of the unpaid principal balance of the Mortgage Loan in the event that the
Mortgaged Property is sold or transferred without the prior written consent of
the mortgagee thereunder, and to the best of the Seller's knowledge, such
provision is enforceable;

            (ee) Assumability. With respect to each Adjustable Rate Mortgage
Loan, the documents contained in the Mortgage File provide that after the first
Interest Rate Adjustment Date of each such Adjustable Rate Mortgage Loan, such
Adjustable Rate Mortgage Loan may only be assumed if the party assuming such
Adjustable Rate Mortgage Loan meets certain credit requirements stated in the
documents contained in the related Mortgage File related Mortgage Loan
Documents;

            (ff) No Buydown Provisions; No Graduated Payments or Contingent
Interests. The Mortgage Loan does not contain provisions pursuant to which
Monthly Payments are paid or partially paid with funds deposited in any separate
account established by the Seller, the Mortgagor, or anyone on behalf of the
Mortgagor, or paid by any source other than the Mortgagor nor does it contain
any other similar provisions which may constitute a "buydown" provision. The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
does not have a shared appreciation or other contingent interest feature;

            (gg) Consolidation of Future Advances. Any future advances made to
the Mortgagor prior to the related Cut-off Date have been consolidated with the
outstanding principal amount secured by the Mortgage, and the secured principal
amount, as consolidated, bears a single interest rate and single repayment term.
The lien of the Mortgage securing the consolidated principal amount is expressly
insured as having first or second, as applicable, lien priority by a title
insurance policy, an endorsement to the policy insuring the mortgagee's
consolidated interest or by other title evidence acceptable to Fannie Mae and
Freddie Mac. The consolidated principal amount does not exceed the original
principal amount of the Mortgage Loan;

            (hh) Mortgaged Property Undamaged; No Condemnation Proceedings.
There is no proceeding pending or threatened for the total or partial
condemnation of the Mortgaged Property. The Mortgaged Property is undamaged by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
casualty so as to affect adversely the value of the Mortgaged Property as
security for the Mortgage Loan or the use for which the premises were intended
and each Mortgaged Property is in good repair. There have not been any
condemnation proceedings with respect to the Mortgaged Property and the Seller
has no knowledge that any such proceedings is contemplated;

            (ii) Collection Practices; Escrow Deposits; Interest Rate
Adjustments. The origination, servicing and collection practices used by the
Interim Servicer, the Seller and any prior servicer with respect to the Mortgage
Loan have been in all respects in compliance with Accepted Servicing Practices,
applicable laws and regulations, and have been in all respects legal and proper
and prudent in the mortgage origination and servicing business. With respect to
escrow deposits and Escrow Payments (other than with respect to Second Lien
Loans for which the mortgagee under the prior mortgage lien is collecting Escrow
Payments), all such payments are in the possession of, or under the control of,
the Interim Servicer or the Seller and there exist no deficiencies in connection
therewith for which customary arrangements for repayment thereof have not been
made. All Escrow Payments have been collected in full compliance with state and
federal law and the provisions of the related Mortgage Note and Mortgage and has
been established in an amount sufficient to pay for every item that remains
unpaid and has been assessed but is not yet due and payable. An escrow of funds
is not prohibited by applicable law. No escrow deposits or Escrow Payments or
other charges or payments due the Seller have been capitalized under the
Mortgage or the Mortgage Note. All Mortgage Interest Rate adjustments have been
made in strict compliance with state and federal law and the terms of the
related Mortgage and Mortgage Note on the related Interest Rate Adjustment Date.
If, pursuant to the terms of the Mortgage Note, another index was selected for
determining the Mortgage Interest Rate, the same index was used with respect to
each Mortgage Note which required a new index to be selected, and such selection
did not conflict with the terms of the related Mortgage Note. The Seller
executed and delivered any and all notices required under applicable law and the
terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest
Rate and the Monthly Payment adjustments. Any interest required to be paid
pursuant to state, federal and local law has been properly paid and credited;

            (jj) Other Insurance Policies. No action, inaction or event has
occurred and no state of facts exists or has existed that has resulted or will
result in the exclusion from, denial of, or defense to coverage under any
applicable, special hazard insurance policy, or bankruptcy bond, irrespective of
the cause of such failure of coverage. In connection with the placement of any
such insurance, no commission, fee, or other compensation has been or will be
received by the Seller or by any officer, director, or employee of the Seller or
any designee of the Seller or any corporation in which the Seller or any
officer, director, or employee had a financial interest at the time of placement
of such insurance;

            (kk) No Violation of Environmental Laws. The Mortgaged Property is
free from any and all toxic or hazardous substances and there exists no
violation of any local, state or federal environmental law, rule or regulation.
There is no pending action or proceeding directly involving the Mortgaged
Property in which compliance with any environmental law, rule or regulation is
an issue; there is no violation of any environmental law, rule or regulation
with respect to the Mortgaged Property; and nothing further remains to be done
to satisfy in full all requirements of each such law, rule or regulation
constituting a prerequisite to use and enjoyment of said property;

            (ll) Servicemembers Civil Relief Act of 2003. The Mortgagor has not
notified the Seller, and the Seller has no knowledge of any relief requested or
allowed to the Mortgagor under the Servicemembers Civil Relief Act of 2003, as
amended from time to time;

            (mm) Appraisal. The Mortgage File contains an appraisal of the
related Mortgaged Property signed prior to the approval of the Mortgage Loan
application by a Qualified Appraiser, duly appointed by the Seller, who had no
interest, direct or indirect in the Mortgaged Property or in any loan made on
the security thereof, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan, and the appraisal and appraiser both satisfy
the requirements of Fannie Mae or Freddie Mac and Title XI of the Financial
Institutions Reform, Recovery, and Enforcement Act of 1989 and the regulations
promulgated thereunder, all as in effect on the date the Mortgage Loan was
originated or pursuant to Seller's automated appraisal methodology as set forth
in the Seller's Underwriting Guidelines;

            (nn) Disclosure Materials. The Seller has complied with, all
applicable law with respect to the making of the Mortgage Loans;

            (oo) Construction or Rehabilitation of Mortgaged Property. No
Mortgage Loan was made in connection with the construction or rehabilitation of
a Mortgaged Property or facilitating the trade-in or exchange of a Mortgaged
Property;

            (pp) Value of Mortgaged Property. The Seller has no knowledge of any
circumstances existing that could reasonably be expected to adversely affect the
value or the marketability of any Mortgaged Property or Mortgage Loan;

            (qq) No Defense to Insurance Coverage. The Seller has caused or will
cause to be performed any and all acts required to preserve the rights and
remedies of the Purchaser in any insurance policies applicable to the Mortgage
Loans including, without limitation, any necessary notifications of insurers,
assignments of policies or interests therein, and establishments of coinsured,
joint loss payee and mortgagee rights in favor of the Purchaser. No action has
been taken or failed to be taken, no event has occurred and no state of facts
exists or has existed on or prior to the related Closing Date (whether or not
known to the Seller on or prior to such date) which has resulted or will result
in an exclusion from, denial of, or defense to coverage under any primary
mortgage insurance (including, without limitation, any exclusions, denials or
defenses which would limit or reduce the availability of the timely payment of
the full amount of the loss otherwise due thereunder to the insured) whether
arising out of actions, representations, errors, omissions, negligence, or fraud
of the Seller, the related Mortgagor or any party involved in the application
for such coverage, including the appraisal, plans and specifications and other
exhibits or documents submitted therewith to the insurer under such insurance
policy, or for any other reason under such coverage, but not including the
failure of such insurer to pay by reason of such insurer's breach of such
insurance policy or such insurer's financial inability to pay;

            (rr) Escrow Analysis. With respect to each Mortgage, the Seller has
within the last twelve months (unless such Mortgage was originated within such
twelve month period) analyzed any required Escrow Payments for each Mortgage and
adjusted the amount of such payments so that, assuming all required payments are
timely made, any deficiency will be eliminated on or before the first
anniversary of such analysis, or any overage will be refunded to the Mortgagor,
in accordance with RESPA and any other applicable law;

            (ss) Prior Servicing. Each Mortgage Loan has been serviced in all
material respects in strict compliance with Accepted Servicing Practices and the
Interim Servicer has reported the Mortgagor credit files to each of the three
credit repositories in a timely manner;

            (tt) Credit Information. As to each consumer report (as defined in
the Fair Credit Reporting Act, Public Law 91-508) or other credit information
furnished by the Seller to the Purchaser, that Seller has full right and
authority and is not precluded by law or contract from furnishing such
information to the Purchaser and the Purchaser is not precluded from furnishing
the same to any subsequent or prospective purchaser of such Mortgage, subject to
Purchaser's and the subsequent or prospective purchaser's adherence to
applicable federal and state credit reporting and privacy laws and regulations,
including, but not limited to the Fair Credit Reporting Act and the Gramm Leach
Bliley Act. The Seller shall hold the Purchaser harmless from any and all
damages, losses, costs and expenses (including attorney's fees actually
incurred) arising from disclosure of credit information in connection with the
Purchaser's secondary marketing operations and the purchase and sale of
mortgages or Servicing Rights thereto, unless such damage, loss, cost and
expense arises out of Purchaser's noncompliance with applicable federal or state
credit reporting and privacy laws and regulations. The Seller has or has caused
the related servicer to, for each Mortgage Loan, fully furnish, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (e.g., favorable and unfavorable) on its borrower
credit files to Equifax, Experian and Trans Union Credit Information Company
(three of the credit repositories), on a monthly basis;

            (uu) Leaseholds. If the Mortgage Loan is secured by a long-term
residential lease, (1) the lessor under the lease holds a fee simple interest in
the land; (2) the terms of such lease expressly permit the mortgaging of the
leasehold estate, the assignment of the lease without the lessor's consent and
the acquisition by the holder of the Mortgage of the rights of the lessee upon
foreclosure or assignment in lieu of foreclosure or provide the holder of the
Mortgage with substantially similar protections; (3) the terms of such lease do
not (a) allow the termination thereof upon the lessee's default without the
holder of the Mortgage being entitled to receive written notice of, and
opportunity to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured (or receiving proceeds of
insurance) under the hazard insurance policy or policies relating to the
Mortgaged Property or (d) permit any increase in rent other than pre-established
increases set forth in the lease; (4) the original term of such lease is not
less than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted practice;

            (vv) Prepayment Penalty. Each Mortgage Loan is subject to a
Prepayment Penalty as provided in the related Mortgage Note unless otherwise
indicated on the related Mortgage Loan Schedule, and (i) with respect to
Mortgage Loans originated prior to October 1, 2002, no Mortgage Loan has a
Prepayment Penalty period in excess of five years, and (ii) with respect to
Mortgage Loans originated on or after October 1, 2002, no Mortgage Loan has a
Prepayment Penalty period in excess of five years;

            (ww) Predatory Lending Regulations. No Mortgage Loan is a High Cost
Loan. No predatory or deceptive lending practices, including, without
limitation, the extension of credit without regard to the ability of the
Mortgagor to repay and the extension of credit which has no apparent benefit to
the Mortgagor, were employed in the origination of the Mortgage Loan. None of
the Mortgage Loans that are secured by residential real property in North
Carolina contains prepayment penalties that (i) exceed, in the aggregate, more
that two percent of the amount prepaid or (ii) may be collected more than 30
months after loan closing;

            (xx) Single-premium Credit Life Insurance Policy. In connection with
the origination of any Mortgage Loan, no proceeds from any Mortgage Loan were
used to finance a single-premium credit life insurance policy;

            (yy) Tax Service Contract; Flood Certification Contract. Each
Mortgage Loan is covered by a paid in full, life of loan, tax service contract
and a paid in full, life of loan, flood certification contract and each of these
contracts is assignable to the Purchaser;

            (zz) Qualified Mortgage. The Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code;

            (aaa) Regarding the Mortgagor. The Mortgagor is one or more natural
persons and/or trustees for an Illinois land trust or a trustee under a "living
trust" and such "living trust" is in compliance with applicable law;

            (bbb) Recordation. Each original Mortgage was recorded and all
subsequent assignments of the original Mortgage (other than the assignment to
the Purchaser) have been recorded in the appropriate jurisdictions wherein such
recordation is necessary to perfect the lien thereof as against creditors of the
Seller, or is in the process of being recorded;

            (ccc) FICO Scores. Each Mortgagor has a non-zero FICO score. No
Mortgage Loan has a Mortgagor with a FICO score of less than 500;

            (ddd) Compliance with Anti-Money Laundering Laws. Each Mortgage Loan
was originated in compliance with, and the Seller is in compliance with, all
applicable anti-money laundering laws, including the relevant provisions of the
Bank Secrecy Act, as amended by the USA Patriot Act of 2001 and its implementing
regulations, and related government rules and regulations (collectively, the
"Patriot Act"); the Seller has established an anti-money laundering compliance
program and, with respect to the Patriot Act , has (i) developed internal
policies, procedures and controls reasonably designed to prevent it from being
used for money laundering or the financing of terrorist activities, (ii)
designated a compliance officer, (iii) implemented an ongoing employee training
program and (iv) developed an independent audit function to test the compliance
program;

            (eee) Georgia Fair Lending Act. There is no Mortgage Loan that was
originated on or after October 1, 2002 and on or prior to March 7, 2003, which
is secured by property located in the State of Georgia. There is no Mortgage
Loan that was originated on or after March 7, 2003 that is a "high cost home
loan" as defined under the Georgia Fair Lending Act;

            (fff) Credit Reporting. The Seller has furnished or has caused the
Interim Servicer to furnish, in accordance with the Fair Credit Reporting Act
accurate and complete information on its borrower credit files with respect to
each Mortgage Loan to Equifax, Experian and Trans Union Credit Information
Company, on a monthly basis;

            (ggg) New York State Banking Law. There is no Mortgage Loan that (a)
is secured by property located in the State of New York; (b) had an original
principal balance of $300,000 or less, and (c) has an application date on or
after April 1, 2003, the terms of which loan equal or exceed either the annual
percentage rate or the points and fees threshold for "high-cost home loans," as
defined in Section 6-L of the New York State Banking Law.

            (hhh) Fannie Mae's Required Representations. The Seller represents
and warrants to the Purchaser that as of the related Closing Date or as of such
date specifically provided herein:

                  (1) Each Mortgage Loan is in compliance with the
            anti-predatory lending eligibility for purchase requirements of the
            Fannie Mae Guide;

                  (2) No Mortgage Loan is a "High Cost Home Loan" as defined in
            New York Banking Law 6-1;

                  (3) No Mortgage Loan is a "High Cost Home Loan" as defined in
            the Arkansas Home Loan Protection Act effective July 16, 2003 (Act
            1340 of 2003);

                  (4) No Mortgage Loan is a "High Cost Home Loan" as defined in
            the Kentucky high-cost home loan statute effective June 24, 2003
            (Ky. Rev. Stat. Section 360.100);

                  (5) No borrower was encouraged or required to select a
            Mortgage Loan product offered by the Mortgage Loan's originator
            which is a higher cost product designed for less creditworthy
            borrowers, unless at the time of the Mortgage Loan's origination,
            such borrower did not qualify taking into account credit history and
            debt to income ratios for a lower cost credit product then offered
            by the Mortgage Loan's originator or any affiliate of the Mortgage
            Loan's originator. If, at the time of loan application, the borrower
            may have qualified for a for a lower cost credit product then
            offered by any mortgage lending affiliate of the Mortgage Loan's
            originator, the Mortgage Loan's originator referred the borrower's
            application to such affiliate for underwriting consideration;

                  (6) The methodology used in underwriting the extension of
            credit for each Mortgage Loan employs objective mathematical
            principles which relate the borrower's income, assets and
            liabilities to the proposed payment and such underwriting
            methodology does not rely on the extent of the borrower's equity in
            the collateral as the principal determining factor in approving such
            credit extension. Such underwriting methodology confirmed that at
            the time of origination (application/approval) the borrower had a
            reasonable ability to make timely payments on the Mortgage Loan;

                  (7) With respect to any Mortgage Loan that contains a
            provision permitting imposition of a premium upon a prepayment prior
            to maturity: (i) prior to the loan's origination, the borrower
            agreed to such premium in exchange for a monetary benefit, including
            but not limited to a rate or fee reduction, (ii) prior to the loan's
            origination, the borrower was offered the option of obtaining a
            mortgage loan that did not require payment of such a premium, (iii)
            the prepayment premium is disclosed to the borrower in the loan
            documents pursuant to applicable state and federal law, and (iv)
            notwithstanding any state or federal law to the contrary, the
            Company shall not impose such prepayment premium in any instance
            when the mortgage debt is accelerated as the result of the
            borrower's default in making the loan payments;

                  (8) No borrower was required to purchase any credit life,
            disability, accident or health insurance product as a condition of
            obtaining the extension of credit. No borrower obtained a prepaid
            single premium credit life, disability, accident or health insurance
            policy in connection with the origination of the Mortgage Loan; No
            proceeds from any Mortgage Loan were used to purchase single premium
            credit insurance policies as part of the origination of, or as a
            condition to closing, such Mortgage Loan;

                  (9) All points and fees related to each Mortgage Loan were
            disclosed in writing to the borrower in accordance with applicable
            state and federal law and regulation. Except in the case of a
            Mortgage Loan in an original principal amount of less than $60,000
            which would have resulted in an unprofitable origination, no
            borrower was charged "points and fees" (whether or not financed) in
            an amount greater than 5% of the principal amount of such loan, such
            5% limitation is calculated in accordance with Fannie Mae's
            anti-predatory lending requirements as set forth in the Fannie Mae
            Guide.

                  (10) All fees and charges (including finance charges) and
            whether or not financed, assessed, collected or to be collected in
            connection with the origination and servicing of each Mortgage Loan
            has been disclosed in writing to the borrower in accordance with
            applicable state and federal law and regulation; and

                  (11) The Company will transmit full-file credit reporting data
            for each Mortgage Loan pursuant to Fannie Mae Guide Announcement
            95-19 and that for each Mortgage Loan, Company agrees it shall
            report one of the following statuses each month as follows: new
            origination, current, delinquent (30-, 60-, 90-days, etc.),
            foreclosed, or charged-off.

            Subsection 8.03. Remedies for Breach of Representations and
Warranties.

            It is understood and agreed that the representations and warranties
set forth in Subsections 8.01 and 8.02 shall survive the sale of the Mortgage
Loans to the Purchaser and shall inure to the benefit of the Purchaser,
notwithstanding any restrictive or qualified endorsement on any Mortgage Note or
Assignment of Mortgage or the examination or failure to examine any Mortgage
File and notwithstanding the fact that any such representation or warranty was
made to the best of the Seller's knowledge. Upon discovery by either the Seller
or the Purchaser of a material breach of any of the foregoing representations
and warranties, the party discovering such breach shall give prompt written
notice to the other.

            Within 60 days of the earlier of either discovery by or notice to
the Seller of any breach of a representation or warranty which materially and
adversely affects the value of the Mortgage Loans or the interest of the
Purchaser therein (or which materially and adversely affects the value of the
applicable Mortgage Loan or the interest of the Purchaser therein in the case of
a representation and warranty relating to a particular Mortgage Loan), the
Seller shall use its best efforts promptly to cure such breach in all material
respects and, if such breach cannot be cured, the Seller shall, at the
Purchaser's option, repurchase such Mortgage Loan (a "Deleted Mortgage Loan") at
the Repurchase Price, together with all expenses incurred by the Purchaser as a
result of such repurchase. Notwithstanding the above sentence, within 60 days of
the earlier of either discovery by, or notice to, the Seller of any breach of
the representations or warranties set forth in clauses (vv), (ww), (xx), (eee)
or (ggg) of Subsection 8.02, the Seller shall repurchase such Mortgage Loan at
the Repurchase Price. In the event that a breach shall involve any
representation or warranty set forth in Subsection 8.01, and such breach cannot
be cured within 60 days of the earlier of either discovery by or notice to the
Seller of such breach, all of the Mortgage Loans shall, at the Purchaser's
option, be repurchased by the Seller at the Repurchase Price. Any repurchase of
a Mortgage Loan or Loans pursuant to the foregoing provisions of this Subsection
9.03 shall be accomplished by direct remittance of the Repurchase Price to the
Purchaser or its designee in accordance with the Purchaser's instructions.

            At the time of repurchase, the Purchaser and the Seller shall
arrange for the reassignment of the Deleted Mortgage Loan to the Seller and the
delivery to the Seller of any documents held by the Custodian relating to the
Deleted Mortgage Loan. The Seller shall, simultaneously with such reassignment,
give written notice to the Purchaser that such repurchase has taken place and
amend the related Mortgage Loan Schedule to reflect the withdrawal of the
Deleted Mortgage Loan from this Agreement.

            In addition to such repurchase obligation, the Seller shall
indemnify the Purchaser and its assignees and hold it harmless against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees which are actually incurred and related costs, judgments, and other costs
and expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, a material breach of the Seller
representations and warranties contained in this Agreement. It is understood and
agreed that the obligations of the Seller set forth in this Subsection 8.03 to
cure or repurchase a defective Mortgage Loan and to indemnify the Purchaser as
provided in this Subsection 8.03 constitute the sole remedies of the Purchaser
respecting a breach of the foregoing representations and warranties. For
purposes of this paragraph, "Purchaser" shall mean the Person then acting as the
Purchaser under this Agreement and any and all Persons who previously were
"Purchasers" under this Agreement and "Successor Servicer" shall mean the Person
then acting as the Successor Servicer under this Agreement and any and all
Persons who previously were "Successor Servicers" under this Agreement.

            Any cause of action against the Seller relating to or arising out of
the breach of any representations and warranties made in Subsections 8.01 and
8.02 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by
the Purchaser or notice thereof by the Seller to the Purchaser, (ii) failure by
the Seller to cure such breach or repurchase such Mortgage Loan as specified
above, and (iii) demand upon the Seller by the Purchaser for compliance with
this Agreement.

            Subsection 8.04. Repurchase of Mortgage Loans With Early Payment
Defaults.

            If the related Mortgagor is delinquent after the related Closing
Date with respect to the Mortgage Loan's first Monthly Payment by more than 30
days or more following the related Due Date first occurring after the related
Closing Date, the Seller, at the Purchaser's option exercised in its sole
discretion, shall repurchase such Mortgage Loan from the Purchaser within thirty
(30) Business Days following the Purchaser's request therefor at a price equal
to the percentage of par as stated in the related Purchase Price and Terms
Agreement (subject to adjustment as provided therein) multiplied by the then
outstanding principal balance of such Mortgage Loan, plus accrued and unpaid
interest thereon from the date to which interest was last paid through the day
prior to the repurchase date at the applicable Mortgage Interest Rate, plus any
outstanding advances owed to any servicer in connection with such Mortgage Loan.

            Subsection 8.05. Repurchase of Certain Mortgage Loans That Prepay in
Full.

            With respect to Mortgage Loans without Prepayment Penalties, in the
event that any such Mortgage Loan is prepaid in full on or before the earlier to
occur of (i) the date which is six (6) months after the related Closing Date and
(ii) the date on which the Mortgage Loan becomes subject to any Securitization
Transfer that is a mortgage backed-security net interest margin (NIM)
transaction, the Seller shall pay the Purchaser, within thirty (30) Business
Days of Seller's receipt of notification of such prepayment in full, the
difference between (a) the Purchase Price (as adjusted) for such Mortgage Loan
and (b) the sum of the outstanding principal balance of such Mortgage Loan as of
the related Cut-off Date.

            SECTION 9. Closing.

            Each closing for the purchase and sale of the Mortgage Loans shall
take place on the related Closing Date. At the Purchaser's option, each Closing
shall be either: by telephone, confirmed by letter or wire as the parties shall
agree, or conducted in person, at such place as the parties shall agree.

            The closing for the Mortgage Loans to be purchased on each Closing
Date shall be subject to each of the following conditions:

            (i)   at least two Business Days prior to the related Closing Date,
                  the Seller shall deliver to the Purchaser via electronic
                  medium acceptable to the Purchaser, a listing on a loan-level
                  basis of the necessary information to compute the Purchase
                  Price of the Mortgage Loans delivered on the related Closing
                  Date (including accrued interest), and prepare the related
                  Mortgage Loan Schedule;

            (ii)  all of the representations and warranties of the Seller under
                  this Agreement and the Interim Servicing Agreement shall be
                  true and correct as of the related Closing Date and no event
                  shall have occurred which, with notice or the passage of time,
                  would constitute a default under this Agreement;

            (iii) the Purchaser shall have received, or the Purchaser's
                  attorneys shall have received in escrow, all closing documents
                  as specified in Section 11 of this Agreement, in such forms as
                  are agreed upon and acceptable to the Purchaser, duly executed
                  by all signatories other than the Purchaser as required
                  pursuant to the terms hereof;

            (iv)  the Seller shall have delivered and released to the Custodian
                  all documents required pursuant to Section 6.03 hereof; and

            (v)   all other terms and conditions of this Agreement and the
                  related Purchase Price and Terms Agreement shall have been
                  complied with.

            Subject to the foregoing conditions, the Purchaser shall pay to the
Seller on the related Closing Date the Purchase Price, plus accrued interest
pursuant to Section 4 of this Agreement, by wire transfer of immediately
available funds to the account designated by the Seller.

            SECTION 10. Closing Documents.

            (a) The Closing Documents for the Mortgage Loans to be purchased on
the initial Closing Date shall consist of fully executed originals of the
following documents:

            1.    this Agreement;

            2.    a copy of the Interim Servicing Agreement, certified by the
                  Seller as true and correct;

            3.    an Assignment Agreement relating to each Interim Servicing
                  Agreement;

            4.    an Officer's Certificate, in the form of Exhibit E hereto with
                  respect to the Seller, including all attachments thereto;

            5.    an Opinion of Counsel of the Seller (who may be an employee of
                  the Seller), in the form of Exhibit F hereto ("Opinion of
                  Counsel of the Seller");

            6.    the Underwriting Guidelines to be attached hereto as Exhibit
                  J; and

            (b) The Closing Documents to be delivered on each Closing Date shall
consist of fully executed originals of the following documents:

            1.    an Assignment and Conveyance in the form of Exhibit M hereto,
                  including all exhibits;

            2.    an acknowledgment agreement with respect to the related
                  Interim Servicing Agreement;

            3.    a Purchase Price and Terms Agreement;

            4.    the related Mortgage Loan Schedule, with one copy to be
                  attached to the related Assignment and Conveyance;

            5.    each of the documents required to be delivered by the Seller
                  pursuant to Section 6.03 hereof;

            6.    the initial certification of the Custodian with respect to the
                  related Mortgage Loan Package;

            7.    a Security Release Certification, substantially in the form of
                  Exhibit E or F, as applicable,, hereto executed by any person,
                  as requested by the Purchaser, if any of the Mortgage Loans
                  have at any time been subject to any security interest, pledge
                  or hypothecation for the benefit of such person; and

            8.    a certificate or other evidence of merger or change of name,
                  signed or stamped by the applicable regulatory authority, if
                  any of the Mortgage Loans were acquired by the Seller by
                  merger or acquired or originated by the Seller while
                  conducting business under a name other than its present name,
                  if applicable.

            9.    if requested by the Purchaser in connection with a material
                  change in Seller's financial condition or corporate structure,
                  an updated Officer's Certificate, in the form of Exhibit
                  hereto, including all attachments thereto and an updated
                  Opinion of Counsel of the Seller, in the form of Exhibit D
                  hereto.

            The Seller shall bear the risk of loss of the closing documents
until such time as they are received by the Purchaser or its attorneys.

            SECTION 11. Costs.

            The Purchaser shall pay any commissions due its salesmen and the
legal fees and expenses of its attorneys and custodial fees. All other costs and
expenses incurred in connection with the transfer and delivery of the Mortgage
Loans and the Servicing Rights including recording fees, fees for title policy
endorsements and continuations, fees for recording Assignments of Mortgage, and
the Seller's attorney's fees, shall be paid by the Seller. In addition, the
Seller shall pay any Outstanding Charges as described in Subsection 8.02(c)
hereof that become known to the Purchaser up to the related Closing Date.

            SECTION 12. Cooperation of Seller with a Reconstitution.

            The Seller and the Purchaser agree that with respect to some or all
of the Mortgage Loans, after the related Closing Date, on one or more dates
(each a "Reconstitution Date") at the Purchaser's sole option, the Purchaser may
effect a sale (each, a "Reconstitution") of some or all of the Mortgage Loans
then subject to this Agreement, without recourse, to:

            (i)   Fannie Mae under its Cash Purchase Program or MBS Program
                  (Special Servicing Option) (each a "Fannie Mae Transfer"); or

            (ii)  Freddie Mac (the "Freddie Mac Transfer"); or

            (iii) one or more third party purchasers in one or more Whole Loan
                  Transfers; or

            (iv)  one or more trusts or other entities to be formed as part of
                  one or more Securitization Transfers.

            With respect to any Reconstitution, the Seller agrees to cooperate
with the Purchaser, any prospective purchaser, any rating agency or any party to
any agreement executed in connection with such Reconstitution, with respect to
all reasonable requests and due diligence procedures and to use its best efforts
to facilitate such Reconstitution, provided that Purchaser shall give Seller at
least fifteen (15) Business Days notice of such proposed Reconstitution and
provided further that: (x) Seller shall review and approve any document that
Purchaser, any prospective purchaser, rating agency or other party to a
Reconstitution requests that Seller execute; (y) Seller's obligations under any
such document shall not exceed its obligations to Purchaser under the Purchase
Agreement, and (z) Purchaser shall bear all expenses incurred by Seller in
connection with the Reconstitution. Notwithstanding anything set forth in the
preceding sentence, Seller agrees to enter into a The Seller agrees to enter
into an assignment, assumption and recognition agreement pursuant to which the
Seller assigns the representations and warranties and remedies in the Purchase
Agreement to the related Reconstitution.

            All Mortgage Loans whether or not sold or transferred pursuant to a
Reconstitution shall remain subject to this Agreement and with respect thereto
this Agreement shall remain in full force and effect.

            SECTION 13. The Seller.

            Subsection 13.01. Additional Indemnification by the Seller; Third
Party Claims.

            The Seller shall indemnify the Purchaser and its assignees and hold
it harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees (including (without limitation) legal fees incurred in
connection with the enforcement of the Seller's indemnification obligation under
this Subsection 14.01) and related costs, judgments, and any other costs, fees
and expenses that the Purchaser or its assignees may sustain in any way related
to the failure of the Seller to perform its duties under this Agreement and the
Interim Servicer to service the Mortgage Loans in strict compliance with the
terms of the Interim Servicing Agreement or this Agreement. The Seller
immediately shall notify the Purchaser if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans, assume (with the prior written
consent of the Purchaser) the defense of any such claim and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or the Purchaser
in respect of such claim. The Purchaser promptly shall reimburse the Seller for
all amounts advanced by it pursuant to the preceding sentence, except when the
claim is in any way related to the Seller's indemnification pursuant to Section
9, or is in any way related to the failure of any Interim Servicer to service
and administer the Mortgage Loans in strict compliance with the terms of the
Interim Servicing Agreement or this Agreement.

            Subsection 13.02. Merger or Consolidation of the Seller.

            The Seller will keep in full effect its existence, rights and
franchises as a corporation under the laws of the state of its incorporation
except as permitted herein, and will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement; provided, however, that the successor or
surviving Person shall have a net worth of at least $25,000,000.

            Any Person into which the Seller may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Seller shall be a party, or any Person succeeding to the business of the
Seller, shall be the successor of the Seller hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

            SECTION 14. Financial Statements.

            The Seller understands that in connection with the Purchaser's
marketing of the Mortgage Loans, the Purchaser shall make available to
prospective purchasers audited financial statements of the Seller for the most
recently completed fiscal year respecting which such statements are available,
as well as a Consolidated Statement of Condition of the Seller at the end of the
last fiscal year covered by such Consolidated Statement of Operations. The
Seller shall also make available any comparable interim statements to the extent
any such statements have been prepared by the Seller (and are available upon
request to members or stockholders of the Seller or the public at large). The
Seller, if it has not already done so, agrees to furnish promptly to the
Purchaser copies of the statements specified above.

            The Seller also agrees to allow reasonable access to a knowledgeable
financial or accounting officer for the purpose of answering questions asked by
any prospective purchaser regarding recent developments affecting the Seller or
the financial statements of the Seller.

            SECTION 15. Grant of Security Interest.

            The Seller hereby grants to the Purchaser a lien on and a continuing
security interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller of
its obligations under the related Purchase Price and Terms Agreement, and the
Seller agrees that it shall hold such Mortgage Loans in custody for the
Purchaser subject to the Purchaser's (i) right to reject any Mortgage Loan under
the terms of this Agreement, and (ii) obligation to pay the Purchase Price for
the Mortgage Loans. All rights and remedies of the Purchaser under this
Agreement are distinct from, and cumulative with, any other rights or remedies
under this Agreement or afforded by law or equity and all such rights and
remedies may be exercised concurrently, independently or successively.

            SECTION 16. Notices.

            All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed, by registered or
certified mail, return receipt requested, or, if by other means, when received
by the other party at the address as follows:

                  (i)   if to the Seller:

                        First Franklin Financial Corporation
                        2150 North First Street
                        San Jose, California 95131
                        Attention: Mr. James Mark

                        with a copy to:
                        National City Corporation
                        3232 Newmark Drive
                        Miamisberg, Ohio 45342
                        Attention: Mr. Robert Ellis

                  (ii)  if to the Purchaser:

                        Goldman Sachs Mortgage Company
                        85 Broad Street
                        New York, New York 10004
                        Attention: Michelle Gill

or such other address as may hereafter be furnished to the other party by like
notice. Any such demand, notice or communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt).

            SECTION 17. Severability Clause.

            Any part, provision representation or warranty of this Agreement
which is prohibited or unenforceable or is held to be void or unenforceable in
any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof. If the invalidity of any
part, provision, representation or warranty of this Agreement shall deprive any
party of the economic benefit intended to be conferred by this Agreement, the
parties shall negotiate, in good-faith, to develop a structure the economic
effect of which is nearly as possible the same as the economic effect of this
Agreement without regard to such invalidity.

            SECTION 18. Counterparts.

            This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument.

            SECTION 19. Governing Law.

            This Agreement shall be deemed in effect when a fully executed
counterpart thereof is received by the Purchaser in the State of New York and
shall be deemed to have been made in the State of New York. The Agreement shall
be construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with the substantive laws of the State of New York (without regard to
conflicts of laws principles), except to the extent preempted by Federal law.

            SECTION 20. Intention of the Parties.

            It is the intention of the parties that the Purchaser is purchasing,
and the Seller is selling the Mortgage Loans and not a debt instrument of the
Seller or another security. Accordingly, the parties hereto each intend to treat
the transaction for Federal income tax purposes as a sale by the Seller, and a
purchase by the Purchaser, of the Mortgage Loans. Moreover, the arrangement
under which the Mortgage Loans are held shall be consistent with classification
of such arrangement as a grantor trust in the event it is not found to represent
direct ownership of the Mortgage Loans. The Purchaser shall have the right to
review the Mortgage Loans and the related Mortgage Loan Files to determine the
characteristics of the Mortgage Loans which shall affect the Federal income tax
consequences of owning the Mortgage Loans and the Seller shall cooperate with
all reasonable requests made by the Purchaser in the course of such review.

            SECTION 21. Successors and Assigns; Assignment of Purchase
                        Agreement.

            This Agreement shall bind and inure to the benefit of and be
enforceable by the Seller and the Purchaser and the respective permitted
successors and assigns of the Seller and the successors and assigns of the
Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the
Seller to a third party without the prior written consent of the Purchaser,
which consent may be withheld by the Purchaser in its sole discretion. This
Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or
in part, and with respect to one or more of the Mortgage Loans, without the
consent of the Seller. If the Purchaser assigns any or all of its rights as
Purchaser hereunder, the assignee of the Purchaser will become the "Purchaser"
hereunder to the extent of such assignment. Any such assignment by the Purchaser
shall be accompanied by the delivery and execution of an Assignment and
Assumption Agreement (the "Assignment and Assumption Agreement") in the form
attached hereto as Exhibit G.

            SECTION 22. Waivers.

            No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party against
whom such waiver or modification is sought to be enforced.

            SECTION 23. Exhibits.

            The exhibits to this Agreement are hereby incorporated and made a
part hereof and are an integral part of this Agreement.

            SECTION 24. General Interpretive Principles.

            For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

            (a) the terms defined in this Agreement have the meanings assigned
to them in this Agreement and include the plural as well as the singular, and
the use of any gender herein shall be deemed to include the other gender;

            (b) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles;

            (c) references herein to "Articles," "Sections," "Subsections,"
"Paragraphs," and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other subdivisions of
this Agreement;

            (d) reference to a Subsection without further reference to a Section
is a reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to Paragraphs and other
subdivisions;

            (e) the words "herein," "hereof," "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision; and

            (f) the term "include" or "including" shall mean without limitation
by reason of enumeration.

            SECTION 25. Reproduction of Documents.

            This Agreement and all documents relating thereto, including,
without limitation, (a) consents, waivers and modifications which may hereafter
be executed, (b) documents received by any party at the closing, and (c)
financial statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

            SECTION 26. Further Agreements.

            The Seller and the Purchaser each agree to execute and deliver to
the other such reasonable and appropriate additional documents, instruments or
agreements as may be necessary or appropriate to effectuate the purposes of this
Agreement.

            SECTION 27. Recordation of Assignments of Mortgage.

            To the extent permitted by applicable law, each of the Assignments
of Mortgage is subject to recordation in all appropriate public offices for real
property records in all the counties or their comparable jurisdictions in which
any or all of the Mortgaged Properties are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected at the Seller's expense in the event recordation is either necessary
under applicable law or requested by the Purchaser at its sole option.

            SECTION 28. No Solicitation.

            From and after the related Closing Date, the Seller agrees that it
will not take any action or permit or cause any action to be taken by any of its
agents or affiliates, or by any independent contractors on the Seller's behalf,
to personally, by telephone or mail, solicit the borrower or obligor under any
Mortgage Loan for any purpose whatsoever, including to refinance a Mortgage
Loan, in whole or in part, without the prior written consent of the Purchaser.
It is understood and agreed that all rights and benefits relating to the
solicitation of any Mortgagors and the attendant rights, title and interest in
and to the list of such Mortgagors and data relating to their Mortgages
(including insurance renewal dates) shall be transferred to the Purchaser
pursuant hereto on the related Closing Date and the Seller shall take no action
to undermine these rights and benefits. Notwithstanding the foregoing, it is
understood and agreed that promotions undertaken by the Seller or any affiliate
of the Seller which are directed to the general public at large, including,
without limitation, mass mailing based on commercially acquired mailing lists,
newspaper, radio and television advertisements shall not constitute solicitation
under this Section 28.

            SECTION 29. Waiver of Trial by Jury.

            THE SELLER AND THE PURCHASER EACH KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

            SECTION 30. Submission To Jurisdiction; Waivers.

            The Seller hereby irrevocably and unconditionally:

            (A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY
JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY
THEREOF;

            (B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT
COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

            (C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR
ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET
FORTH HEREIN OR AT SUCH OTHER ADDRESS OF WHICH THE PURCHASER SHALL HAVE BEEN
NOTIFIED; AND

            (D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
TO SUE IN ANY OTHER JURISDICTION.

            SECTION 31. Confidentiality

            Seller and Purchaser each hereby agree to fully comply with all
applicable federal and state laws, rules and regulations governing the
confidentiality of any information acquired from or concerning the Mortgagors,
including but not limited to the Gramm Leach Bliley Act and Regulation P.

                     [Signatures Commence on Following Page]


<PAGE>

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

                                      GOLDMAN SACHS MORTGAGE
                                      COMPANY, a New York limited partnership
                                            (Purchaser)

                                            By:GOLDMAN SACHS REAL
                                            ESTATE FUNDING CORP., a New
                                            York corporation, as General Partner

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                      FIRST FRANKLIN FINANCIAL
                                      CORPORATION
                                            (Seller)

                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


<PAGE>

                                                                       Exhibit A

                                    EXHIBIT A
                         CONTENTS OF EACH MORTGAGE FILE
                         ------------------------------

            With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the
Purchaser and any prospective Purchaser, and which shall be delivered to the
Custodian, or to such other Person as the Purchaser shall designate in writing,
pursuant to Section 6 of the Flow Mortgage Loan Purchase and Warranties
Agreement to which this Exhibit is attached (the "Agreement"):

            (a) the original Mortgage Note bearing all intervening endorsements,
endorsed "Pay to the order of _________, without recourse" and signed in the
name of the last endorsee (the "Last Endorsee") by an authorized officer. If the
Mortgage Loan was acquired by the Seller in a merger, the endorsement must be by
"[Last Endorsee], successor by merger to [name of predecessor]". If the Mortgage
Loan was acquired or originated by the Last Endorsee while doing business under
another name, the endorsement must be by "[Last Endorsee], formerly known as
[previous name]";

            (b) the original of any guarantee executed in connection with the
Mortgage Note;

            (c) the original Mortgage with evidence of recording thereon. If in
connection with any Mortgage Loan, the Seller cannot deliver or cause to be
delivered the original Mortgage with evidence of recording thereon on or prior
to the related Closing Date because of a delay caused by the public recording
office where such Mortgage has been delivered for recordation or because such
Mortgage has been lost or because such public recording office retains the
original recorded Mortgage, the Seller shall deliver or cause to be delivered to
the Custodian, a photocopy of such Mortgage, together with (i) in the case of a
delay caused by the public recording office, an Officer's Certificate of the
Seller (or certified by the title company, escrow agent, or closing attorney)
stating that such Mortgage has been dispatched to the appropriate public
recording office for recordation and that the original recorded Mortgage or a
copy of such Mortgage certified by such public recording office to be a true and
complete copy of the original recorded Mortgage will be promptly delivered to
the Custodian upon receipt thereof by the Seller; or (ii) in the case of a
Mortgage where a public recording office retains the original recorded Mortgage
or in the case where a Mortgage is lost after recordation in a public recording
office, a copy of such Mortgage certified by such public recording office to be
a true and complete copy of the original recorded Mortgage;

            (d) the originals of all assumption, modification, consolidation or
extension agreements, if any, with evidence of recording thereon;

            (e) the original Assignment of Mortgage for each Mortgage Loan, in
form and substance acceptable for recording. The Assignment of Mortgage must be
duly recorded only if recordation is either necessary under applicable law or
commonly required by private institutional mortgage investors in the area where
the Mortgaged Property is located or on direction of the Purchaser as provided
in this Agreement. If the Assignment of Mortgage is to be recorded, the Mortgage
shall be assigned to the Purchaser. If the Assignment of Mortgage is not to be
recorded, the Assignment of Mortgage shall be delivered in blank. If the
Mortgage Loan was acquired by the Seller in a merger, the Assignment of Mortgage
must be made by "First Franklin Financial Corporation, successor by merger to
[name of predecessor]". If the Mortgage Loan was acquired or originated by the
Seller while doing business under another name, the Assignment of Mortgage must
be by "First Franklin Financial Corporation, formerly known as [previous name]";

            (f) the originals of all intervening assignments of mortgage (if
any) evidencing a complete chain of assignment from the originator to the Last
Endorsee with evidence of recording thereon, or if any such intervening
assignment has not been returned from the applicable recording office or has
been lost or if such public recording office retains the original recorded
assignments of mortgage, the Seller shall deliver or cause to be delivered to
the Custodian, a photocopy of such intervening assignment, together with (i) in
the case of a delay caused by the public recording office, an Officers
Certificate of the Seller (or certified by the title company, escrow agent, or
closing attorney) stating that such intervening assignment of mortgage has been
dispatched to the appropriate public recording office for recordation and that
such original recorded intervening assignment of mortgage or a copy of such
intervening assignment of mortgage certified by the appropriate public recording
office to be a true and complete copy of the original recorded intervening
assignment of mortgage will be promptly delivered to the Custodian upon receipt
thereof by the Seller; or (ii) in the case of an intervening assignment of
mortgage where a public recording office retains the original recorded
intervening assignment of mortgage or in the case where an intervening
assignment of mortgage is lost after recordation in a public recording office, a
copy of such intervening assignment of mortgage certified by such public
recording office to be a true and complete copy of the original recorded
intervening assignment of mortgage;

            (g) The original mortgagee policy of title insurance or, in the
event such original title policy is unavailable, a certified true copy of the
related policy binder or commitment for title certified to be true and complete
by the title insurance company; and

            (h) security agreement, chattel mortgage or equivalent document
executed in connection with the Mortgage.

            In the event an Officer's Certificate of the Seller is delivered to
the Purchaser because of a delay caused by the public recording office in
returning any recorded document, the Seller shall deliver to the Purchaser,
within 90 days of the related Closing Date, an Officer's Certificate which shall
(i) identify the recorded document, (ii) state that the recorded document has
not been delivered to the Custodian due solely to a delay caused by the public
recording office, (iii) state the amount of time generally required by the
applicable recording office to record and return a document submitted for
recordation, and (iv) specify the date the applicable recorded document will be
delivered to the Custodian. An extension of the date specified in (iv) above may
be requested from the Purchaser, which consent shall not be unreasonably
withheld.


<PAGE>

                                                                       Exhibit B

                                    EXHIBIT B

                          CONTENTS OF EACH CREDIT FILE
                          ----------------------------

            (a) The original hazard insurance policy and, if required by law,
flood insurance policy.

            (b) Residential loan application.

            (c) Mortgage Loan closing statement.

            (d) Verification of employment and income except for Mortgage Loans
originated under a Limited Documentation Program.

            (e) Verification of acceptable evidence of source and amount of
downpayment.

            (f) Credit report on the Mortgagor.

            (g) Residential appraisal report, if available.

            (h) Photograph of the Mortgaged Property.

            (i) Survey of the Mortgaged Property, if any.

            (j) Copy of each instrument necessary to complete identification of
any exception set forth in the exception schedule in the title policy, i.e., map
or plat, restrictions, easements, sewer agreements, home association
declarations, etc.

            (k) All required disclosure statements.

            (l) If available, termite report, structural engineer's report,
water potability and septic certification.

            (m) Sales contract, if applicable.

            (n) Tax receipts, insurance premium receipts, ledger sheets, payment
history from date of origination, insurance claim files, correspondence, current
and historical computerized data files, and all other processing, underwriting
and closing papers and records which are customarily contained in a mortgage
loan file and which are required to document the Mortgage Loan or to service the
Mortgage Loan.

            (o) Amortization schedule, if applicable.

<PAGE>

                                                                       Exhibit C

                                    EXHIBIT C

                         SELLER'S OFFICER'S CERTIFICATE
                         ------------------------------

            I, ____________________, hereby certify that I am the duly elected
[Vice] President of ________________[COMPANY], a [state] [federally] chartered
institution organized under the laws of the [state of ____________] [United
States] (the "Company") and further as follows:

            1. Attached hereto as Exhibit 1 is a true, correct and complete copy
      of the charter of the Company which is in full force and effect on the
      date hereof and which has been in effect without amendment, waiver,
      rescission or modification since ___________.

            2. Attached hereto as Exhibit 2 is a true, correct and complete copy
      of the bylaws of the Company which are in effect on the date hereof and
      which have been in effect without amendment, waiver, rescission or
      modification since ___________.

            3. Attached hereto as Exhibit 3 is an original certificate of good
      standing of the Company issued within ten days of the date hereof, and no
      event has occurred since the date thereof which would impair such
      standing.

            4. Attached hereto as Exhibit 4 is a true, correct and complete copy
      of the corporate resolutions of the Board of Directors of the Company
      authorizing the Company to execute and deliver the Flow Mortgage Loan
      Purchase and Warranties Agreement, dated as of February 27, 2004, by and
      between __________________ (the "Purchaser") and the Company (the
      "Purchase Agreement") and to endorse the Mortgage Notes and execute the
      Assignments of Mortgages by original or facsimile signature, and such
      resolutions are in effect on the date hereof and have been in effect
      without amendment, waiver, rescission or modification since ____________.

            5. Either (i) no consent, approval, authorization or order of any
      court or governmental agency or body is required for the execution,
      delivery and performance by the Company of or compliance by the Company
      with the Purchase Agreement, the sale of the mortgage loans or the
      consummation of the transactions contemplated by the agreements; or (ii)
      any required consent, approval, authorization or order has been obtained
      by the Company.

            6. Neither the consummation of the transactions contemplated by, nor
      the fulfillment of the terms of the Purchase Agreement conflicts or will
      conflict with or results or will result in a breach of or constitutes or
      will constitute a default under the charter or by-laws of the Company, the
      terms of any indenture or other agreement or instrument to which the
      Company is a party or by which it is bound or to which it is subject, or
      any statute or order, rule, regulations, writ, injunction or decree of any
      court, governmental authority or regulatory body to which the Company is
      subject or by which it is bound.

            7. To the best of my knowledge, there is no action, suit, proceeding
      or investigation pending or threatened against the Company which, in my
      judgment, either in any one instance or in the aggregate, may result in
      any material adverse change in the business, operations, financial
      condition, properties or assets of the Company or in any material
      impairment of the right or ability of the Company to carry on its business
      substantially as now conducted or in any material liability on the part of
      the Company or which would draw into question the validity of the Purchase
      Agreement, or the mortgage loans or of any action taken or to be taken in
      connection with the transactions contemplated hereby, or which would be
      likely to impair materially the ability of the Company to perform under
      the terms of the Purchase Agreement.

            8. Each person listed on Exhibit 5 attached hereto who, as an
      officer or representative of the Company, signed (a) the Purchase
      Agreement and (b) any other document delivered or on the date hereof in
      connection with any purchase described in the agreements set forth above
      was, at the respective times of such signing and delivery, and is now, a
      duly elected or appointed, qualified and acting officer or representative
      of the Company, who holds the office set forth opposite his or her name on
      Exhibit 5, and the signatures of such persons appearing on such documents
      are their genuine signatures.

            9. The Company is duly authorized to engage in the transactions
      described and contemplated in the Purchase Agreement.


<PAGE>

            IN WITNESS WHEREOF, I have hereunto signed my name and affixed the
seal of the Company.

Dated:                           By:
      -----------------------       -----------------------
                                 Name:
                                      ---------------------

[Seal] Title: [Vice] President

            I, ________________________, an [Assistant] Secretary of
______________[COMPANY], hereby certify that ____________ is the duly elected,
qualified and acting [Vice] President of the Company and that the signature
appearing above is [her] [his] genuine signature.

            IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:                           By:
      -----------------------       -----------------------
                                 Name:
                                      ---------------------
                                 Title: [Assistant] Secretary


<PAGE>

                                  EXHIBIT 5 to
                         Company's Officer's Certificate

           NAME                       TITLE                   SIGNATURE
           ----                       -----                   ---------

-------------------------  -------------------------  -------------------------

-------------------------  -------------------------  -------------------------

-------------------------  -------------------------  -------------------------

-------------------------  -------------------------  -------------------------

-------------------------  -------------------------  -------------------------

-------------------------  -------------------------  -------------------------

-------------------------  -------------------------  -------------------------


<PAGE>

                                                                       Exhibit D

                                    EXHIBIT D

                    FORM OF OPINION OF COUNSEL TO THE SELLER
                    ----------------------------------------

                                     (date)

Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004

Dear Sirs:

            You have requested [our] [my] opinion, as [Assistant] General
Counsel to ___________________ (the "Company"), with respect to certain matters
in connection with the sale by the Company of the Mortgage Loans pursuant to
that certain Flow Mortgage Loan Purchase and Warranties Agreement by and between
the Company and Goldman Sachs Mortgage Company (the "Purchaser"), dated as of
_________ __, 200_ (the "Purchase Agreement") which sale is in the form of whole
loans, delivered to the Purchaser or its designee as described in the Purchase
Agreement. Capitalized terms not otherwise defined herein have the meanings set
forth in the Purchase Agreement.

            [We] [I] have examined the following documents:

            1.    the Purchase Agreement;

            2.    the form of Assignment of Mortgage;

            3.    the form of endorsement of the Mortgage Notes; and

            4.    such other documents, records and papers as we have deemed
                  necessary and relevant as a basis for this opinion.

            To the extent [we] [I] have deemed necessary and proper, [we] [I]
have relied upon the representations and warranties of the Company contained in
the Purchase Agreement. [We] [I] have assumed the authenticity of all documents
submitted to [us] [me] as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
documents.

            Based upon the foregoing, it is [our] [my] opinion that:

            1.    The Company is a [type of entity] duly organized, validly
                  existing and in good standing under the laws of ___________
                  and is qualified to transact business in, and is in good
                  standing under, the laws of [the state of incorporation].

            2.    The Company has the power to engage in the transactions
                  contemplated by the Purchase Agreement and all requisite
                  power, authority and legal right to execute and deliver such
                  Agreements and to perform and observe the terms and conditions
                  of the Purchase Agreement.

            3.    The Purchase Agreement has been duly authorized, executed and
                  delivered by the Company, and is a legal, valid and binding
                  agreement enforceable in accordance with its respective terms
                  against the Company, subject to bankruptcy laws and other
                  similar laws of general application affecting rights of
                  creditors and subject to the application of the rules of
                  equity, including those respecting the availability of
                  specific performance, none of which will materially interfere
                  with the realization of the benefits provided thereunder or
                  with the Purchaser's ownership of the Mortgage Loans.

            4.    The Company has been duly authorized to allow any of its
                  officers to execute any and all documents by original
                  signature in order to complete the transactions contemplated
                  by the Purchase Agreement.

            5.    The Company has been duly authorized to allow any of its
                  officers to execute by original [or facsimile] signature the
                  endorsements to the Mortgage Notes and the Assignments of
                  Mortgages, and the original [or facsimile] signature of the
                  officer at the Company executing the endorsements to the
                  Mortgage Notes and the Assignments of Mortgages represents the
                  legal and valid signature of said officer of the Company.

            6.    Either (i) no consent, approval, authorization or order of any
                  court or governmental agency or body is required for the
                  execution, delivery and performance by the Company of, or
                  compliance by the Company with, the Purchase Agreement and the
                  sale of the Mortgage Loans by the Company or the consummation
                  of the transactions contemplated by the Purchase Agreement or
                  (ii) any required consent, approval, authorization or order
                  has been obtained by the Company.

            7.    Neither the consummation of the transactions contemplated by,
                  nor the fulfillment of the terms of, the Purchase Agreement
                  conflicts or will conflict with or results or will result in a
                  breach of or constitutes or will constitute a default under
                  the charter or by-laws of the Company, the terms of any
                  indenture or other agreement or instrument to which the
                  Company is a party or by which it is bound or to which it is
                  subject, or violates any statute or order, rule, regulations,
                  writ, injunction or decree of any court, governmental
                  authority or regulatory body to which the Company is subject
                  or by which it is bound.

            8.    There is no action, suit, proceeding or investigation pending
                  or, to the best of [our] [my] knowledge, threatened against
                  the Company which, in [our] [my] judgment, either in any one
                  instance or in the aggregate, may result in any material
                  adverse change in the business, operations, financial
                  condition, properties or assets of the Company or in any
                  material impairment of the right or ability of the Company to
                  carry on its business substantially as now conducted or in any
                  material liability on the part of the Company or which would
                  draw into question the validity of the Purchase Agreement to
                  which it is a party or the Mortgage Loans or of any action
                  taken or to be taken in connection with the transactions
                  contemplated thereby, or which would be likely to impair
                  materially the ability of the Company to perform under the
                  terms of the Purchase Agreement.

            9.    The sale of each Mortgage Note and Mortgage as and in the
                  manner contemplated by the Purchase Agreement is sufficient to
                  fully transfer to the Purchaser all right, title and interest
                  of the Company thereto as noteholder and mortgagee.

            10.   The Mortgages have been duly assigned and the Mortgage Notes
                  have been duly endorsed as provided in Exhibit A attached to
                  the Purchase Agreement. The Assignments of Mortgage are in
                  recordable form, except for the insertion of the name of the
                  assignee, and upon the name of the assignee being inserted,
                  are acceptable for recording under the laws of the state where
                  each related Mortgaged Property is located. The endorsement of
                  the Mortgage Notes, the delivery to the Purchaser, or its
                  designee, of the Assignments of Mortgage, and the delivery of
                  the original endorsed Mortgage Notes to the Purchaser, or its
                  designee, are sufficient to permit the Purchaser to avail
                  itself of all protection available under applicable law
                  against the claims of any present or future creditors of the
                  Company, and are sufficient to prevent any other sale,
                  transfer, assignment, pledge or hypothecation of the Mortgages
                  and the Mortgage Notes by the Company from being enforceable.

            This opinion is given to you for your sole benefit, and no other
person or entity is entitled to rely hereon except that the purchaser or
purchasers to which you initially and directly resell the Mortgage Loans may
rely on this opinion as if it were addressed to them as of its date.

                                                Very truly yours,


                                                --------------------------------
                                                     [Name]
                                                     [Assistant] General Counsel


<PAGE>

                                                                       Exhibit E

                                    EXHIBIT E

                     FORM OF SECURITY RELEASE CERTIFICATION
                     --------------------------------------

                                                    ___________________, 200__

[_________________________
______(the "Association")]
__________________________
__________________________

Attention:  ___________________________
            ___________________________

      Re:   Notice of Sale and Release of Collateral

Dear Sirs:

            This letter serves as notice that ________________________[COMPANY]
a [type of entity], organized pursuant to the laws of [the state of
incorporation] (the "Company") has committed to sell to
_____________________________ under a Flow Mortgage Loan Purchase and Warranties
Agreement, dated as of ______ __, 200_, certain mortgage loans originated by the
Association. The Company warrants that the mortgage loans to be sold to
___________________________________ are in addition to and beyond any collateral
required to secure advances made by the Association to the Company.

            The Company acknowledges that the mortgage loans to be sold to
___________________________________ shall not be used as additional or
substitute collateral for advances made by the Association.
___________________________________ understands that the balance of the
Company's mortgage loan portfolio may be used as collateral or additional
collateral for advances made by the Association, and confirms that it has no
interest therein.

            Execution of this letter by the Association shall constitute a full
and complete release of any security interest, claim, or lien which the
Association may have against the mortgage loans to be sold to
_____________________.

                                                Very truly yours,


                                                --------------------------------

                                                By:
                                                   -----------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------
                                                Date:
                                                     ---------------------------

Acknowledged and approved:


--------------------------

                                                By:
                                                   -----------------------------
                                                Name:
                                                     ---------------------------
                                                Title:
                                                      --------------------------
                                                Date:
                                                     ---------------------------


<PAGE>

                                                                       Exhibit F
                                    EXHIBIT F

                     FORM OF SECURITY RELEASE CERTIFICATION
                     --------------------------------------

                         I. Release of Security Interest

            The financial institution named below hereby relinquishes any and
all right, title and interest it may have in all Mortgage Loans to be purchased
by to ___________________________________ from the Company named below pursuant
to that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as
of ______ __, 200_, and certifies that all notes, mortgages, assignments and
other documents in its possession relating to such Mortgage Loans have been
delivered and released to the Company named below or its designees, as of the
date and time of the sale of such Mortgage Loans to ________________________.

Name and Address of Financial Institution


      --------------------------------
                (name)


      --------------------------------
               (Address)

      By:
         -----------------------------


<PAGE>

                          II. Certification of Release

            The Company named below hereby certifies to _______________________
that, as of the date and time of the sale of the above-mentioned
___________________________________ the security interests in the Mortgage Loans
released by the above-named financial institution comprise all security
interests relating to or affecting any and all such Mortgage Loans. The Company
warrants that, as of such time, there are and will be no other security
interests affecting any or all of such Mortgage Loans.


                                                --------------------------------

                                                By:
                                                   -----------------------------
                                                Title:
                                                      --------------------------
                                                Date:
                                                     ---------------------------


<PAGE>

                                                                       Exhibit G

                                    EXHIBIT G

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
                   -------------------------------------------

            ASSIGNMENT AND ASSUMPTION AGREEMENT, dated ______________, between
__________________________________, a corporation ("Assignor") and
________________________________, a __________________ corporation ("Assignee"):

            For good and valuable consideration the receipt and sufficiency of
which hereby are acknowledged, and of the mutual covenants herein contained, the
parties hereto hereby agree as follows:

            1. The Assignor hereby grants, transfers, conveys and assigns to
Assignee, as Purchaser, all of the right, title and interest of Assignor with
respect to the mortgage loans listed on Exhibit A attached hereto (the "Mortgage
Loans"), and with respect to such Mortgage Loans, in, to and under that certain
Flow Mortgage Loan Purchase and Warranties Agreement (Conventional Fixed and
Adjustable Rate, B/C Residential Mortgage Loans) (the "Purchase Agreement"),
between Assignor and First Franklin Financial Corporation (the "Seller").

            2. The Assignor warrants and represents to, and covenants with, the
Assignee that:

                  a. The Assignor is the lawful owner of the Mortgage Loans with
the full right to transfer the Mortgage Loans free from any and all claims and
encumbrances whatsoever;

                  b. The Assignor has not received notice of, and has no
knowledge of, any offsets, counterclaims or other defenses available to the
Seller with respect to the Purchase Agreement or the Mortgage Loans;

                  c. The Assignor has not waived or agreed to any waiver under,
or agreed to any amendment or other modification of, the Purchase Agreement. The
Assignor has no knowledge of, and has not received notice of, any waivers under
or amendments or other modifications of, or assignments of rights or obligations
under, the Purchase Agreement; and

                  d. Neither the Assignor nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans
or any interest in the Mortgage Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Mortgage Loans, or any interest in
the Mortgage Loans or otherwise approached or negotiated with respect to the
Mortgage Loans, or any interest in the Mortgage with any person in any manner,
or made any general solicitation by means of general advertising or in any other
manner, or taken any other action which would constitute a distribution of the
Mortgage Loans under the Securities Act of 1933, as amended (the "1933 Act") or
which would render the disposition of the Mortgage Loans a violation of Section
5 of the 1933 Act or require registration pursuant thereto.

            3. The Assignee warrants and represents to, and covenants with, the
Assignor and the Seller pursuant to the Purchase Agreement that:

                  a. The Assignee is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation, and has all requisite corporate power and authority to acquire,
own and purchase the Mortgage Loans;

                  b. The Assignee has full corporate power and authority to
execute, deliver and perform under this Assignment and Assumption Agreement, and
to consummate the transactions set forth herein. The execution, delivery and
performance of the Assignee of this Assignment and Assumption Agreement, and the
consummation by it of the transactions contemplated hereby, have been duly
authorized by all necessary corporate action of the Assignee. This Assignment
and Assumption Agreement has been duly executed and delivered by the Assignee
and constitutes the valid and legally binding obligation of the Assignee
enforceable against the Assignee in accordance with its respective terms;

                  c. To the best of Assignee's knowledge, no material consent,
approval, order or authorization of, or declaration, filing or registration
with, any governmental entity is required to be obtained or made by the Assignee
in connection with the execution, delivery or performance by the Assignee of
this Assignment and Assumption Agreement, or the consummation by it of the
transactions contemplated hereby;

                  d. The Assignee agrees to be bound, as Purchaser, by all of
the terms, covenants and conditions of the Purchase Agreement, the Mortgage
Loans, and from and after the date hereof, the Assignee assumes for the benefit
of each of the Seller, the Assignor and the Custodian all of the Assignor's
obligations as Purchaser thereunder; including, without limitation, the
limitation on assignment set forth in Section 21 of the Purchase Agreement;

                  e. The Assignee understands that the Mortgage Loans have not
been registered under the 1933 Act or the securities laws of any state;

                  f. The purchase price being paid by the Assignee for the
Mortgage Loans is in excess of $250,000 and will be paid by cash remittance of
the full purchase price within 60 days of the sale;

                  g. The Assignee is acquiring the Mortgage Loans for investment
for its own account only and not for any other person;

                  h. The Assignee considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Mortgage Loans;

                  i. The Assignee has been furnished with all information
regarding the Mortgage Loans that it has requested from the Assignor or the
Seller;

                  j. Neither the Assignee nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans
or any interest in the Mortgage Loans, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Mortgage Loans or any interest in
the Mortgage Loans, or otherwise approached or negotiated with respect to the
Mortgage Loans or any interest in the Mortgage Loans with any person in any
manner which would constitute a distribution of the Mortgage Loans under the
1933 Act or which would render the disposition of the Mortgage Loans a violation
of Section 5 of the 1933 Act or require registration pursuant thereto, nor will
it act, nor has it authorized or will it authorize any person to act, in such
manner with respect to the Mortgage Loans; and

                  k. Either: (1) the Assignee is not an employee benefit plan
("Plan") within the meaning of section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or a plan (also "Plan") within the
meaning of section 4975(e)(1) of the Internal Revenue Code of 1986 ("Code"), and
the Assignee is not directly or indirectly purchasing the Mortgage Loans on
behalf of, investment manager of, as named fiduciary of, as Trustee of, or with
assets of, a Plan; or (2) the Assignee's purchase of the Mortgage Loans will not
result in a prohibited transaction under section 406 of ERISA or section 4975 of
the Code.

            4. (a) The Assignee's address for purposes of all notices and
correspondence related to the Mortgage Loans, this Assignment and Assumption
Agreement and the Purchase Agreement is:



            The Assignee's wire instructions for purposes of all remittances and
payments related to the Mortgage Loans are:



            (b) The Assignor's address for purposes for all notices and
correspondence related to the Mortgage Loans and this Assignment and Assumption
Agreement is:



            5. This Assignment and Assumption Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws, except to the extent preempted by federal law.

            6. This Assignment and Assumption Agreement shall inure to the
benefit of the successors and assigns of the parties hereto. This Assignment and
Assumption Agreement may not be assigned by the Assignee without the express
written consent of the Assignor. Any entity into which the Assignor or Assignee
may be merged or consolidated shall, without the requirement for any further
writing, be deemed the Assignor or Assignee, respectively, hereunder.

            7. No term or provision of this Assignment and Assumption Agreement
may be waived or modified unless such waiver or modification is in writing and
signed by the party against whom such waiver or modification is sought to be
enforced.

            8. This Assignment and Assumption Agreement shall survive the
conveyance of the Mortgage Loans and the assignment of the Agreements by the
Assignor.

            9. Notwithstanding the assignment of the Agreements by either the
Assignor or Assignee, this Assignment and Assumption Agreement shall not be
deemed assigned by the Assignor or the Assignee unless assigned by separate
written instrument.

            10. For the purpose for facilitating the execution of this
Assignment and Assumption Agreement as herein provided and for other purposes,
this Assignment and Assumption 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 and be one and the same
instrument.


<PAGE>

            IN WITNESS WHEREOF, the parties have caused this Assignment and
Assumption Agreement to be executed by their duly authorized officers as of the
date first above written.

------------------------------                ------------------------------
Assignor                                      Assignee

By:                                           By:
  ----------------------------                  ----------------------------
Its:                                          Its:
   ---------------------------                   ---------------------------

Taxpayer                                      Taxpayer
Identification No.                            Identification No.
                  ------------                                  ------------


<PAGE>

                                                                       Exhibit H

                                    EXHIBIT H

                                    RESERVED
                                    --------


<PAGE>

                                                                       Exhibit I

                                    EXHIBIT I

                                    RESERVED
                                    --------

<PAGE>

                                                                       Exhibit J

                                    EXHIBIT J

                        SELLER'S UNDERWRITING GUIDELINES
                        --------------------------------


<PAGE>

                                                                       Exhibit K

                                    EXHIBIT K

                                    RESERVED
                                    --------


<PAGE>

                                                                       Exhibit L

                                    EXHIBIT L

                            DELINQUENT MORTGAGE LOANS
                            -------------------------


<PAGE>

                                    EXHIBIT M

                            ASSIGNMENT AND CONVEYANCE
                            -------------------------

            On this __ day of _________, 200_, First Franklin Financial
Corporation, as the Seller, under that certain Flow Mortgage Loan Purchase and
Warranties Agreement, dated as of February 27, 2004 (the "Agreement") does
hereby sell, transfer, assign, set over and convey to Goldman Sachs Mortgage
Company, as Purchaser under the Agreement all rights, title and interest of the
Seller in and to (a) the Mortgage Loans listed on the related Mortgage Loan
Schedule attached as Exhibit 1 hereto, and (b) the Servicing Rights, together
with the related Mortgage Files and all rights and obligations arising under the
documents contained therein. Pursuant to Section 2 of the Agreement, the Seller
has delivered to the Custodian the documents for each Mortgage Loan to be
purchased as set forth in the Agreement. The ownership of each Mortgage Note,
Mortgage, and the contents of each Mortgage File is vested in the Purchaser and
the ownership of all records and documents with respect to the related Mortgage
Loan prepared by or which come into the possession of the Seller shall
immediately vest in the Purchaser and shall be delivered promptly by the Seller
to the Purchaser.

            The Seller confirms to the Purchaser that, unless otherwise agreed
upon in writing by the Seller and the Purchaser, the representations and
warranties set forth in Section 7 of the Agreement with respect to the Mortgage
Loans listed on the Mortgage Loan Schedule attached hereto, and the
representations and warranties in Section 6 of the Agreement with respect to the
Seller are true and correct as of the date hereof.

            Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Agreement.

                                    FIRST FRANKLIN FINANCIAL
                                    CORPORATION
                                    (Seller)

                                    By:
                                       -----------------------
                                    Name:
                                         ---------------------
                                    Title:
                                          --------------------


<PAGE>

                                    EXHIBIT 1
                                    ---------

                             MORTGAGE LOAN SCHEDULE

<PAGE>

                                    EXHIBIT 2
                                    ---------

   REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF
                               THE MORTGAGE LOANS
                               ------------------

            Pool Characteristics of the Mortgage Loans as delivered on the
Closing Date:


<PAGE>


                                                               EXECUTION VERSION

                                 AMENDMENT NO. 1
                              TO PURCHASE AGREEMENT

            Amendment No. 1, dated as of November 29, 2004 (this "Amendment"),
by and between GOLDMAN SACHS MORTGAGE COMPANY (the "Purchaser") and FIRST
FRANKLIN FINANCIAL CORPORATION (the "Seller").

                                    RECITALS

            The Seller and the Purchaser are parties to that certain Flow
Mortgage Loan Purchase And Warranties Agreement, dated as of February 27, 2004,
(the "Existing Purchase Agreement"; as amended by this Amendment, the "Purchase
Agreement"). Capitalized terms used but not otherwise defined herein shall have
the meanings given to them in the Existing Purchase Agreement.

            The Seller and the Purchaser have agreed, subject to the terms and
conditions of this Amendment, that the Existing Purchase Agreement be amended to
reflect certain agreed upon revisions to the terms of the Existing Purchase
Agreement.

            Accordingly, the Seller and the Purchaser hereby agree, in
consideration of the mutual promises and mutual obligations set forth herein,
that the Existing Purchase Agreement is hereby amended as follows:

            SECTION 1. Section 1 to the existing Purchase Agreement is hereby
amended by deleting the existing definition of High Cost Loan and replacing it
with the following language:

                  High Cost Loan: A Mortgage Loan classified as (a) a "high
            cost" loan under the Home Ownership and Equity Protection Act of
            1994 or (b) a "high cost," "threshold," "covered" (excluding home
            loans defined as "covered home loans" in the New Jersey Home
            Ownership Security Act of 2002 that were originated between November
            26, 2003 and July 7, 2004), "predatory" or similar loan under any
            other applicable state, federal or local law (or a similarly
            classified loan using different terminology under an applicable law
            imposing heightened regulatory scrutiny or additional legal
            liability for residential mortgage loans having high interest rates,
            points and/or fees))

            SECTION 2. Section 1 to the existing Purchase Agreement is hereby
amended by adding the following language as a new clause (43) to the definition
of Mortgage Loan Schedule:

                  Repurchase Price: With respect to any Mortgage Loan for which
            a breach of a representation or warranty under this Agreement is
            found, a price equal to the then outstanding principal balance of
            the Mortgage Loan to be repurchased, plus accrued interest thereon
            at the Mortgage Interest Rate from the date on which interest had
            last been paid through the date of such repurchase, plus the amount
            of any outstanding advances owed to any servicer, and plus all costs
            and expenses incurred by the Purchaser or any servicer arising out
            of or based upon such breach, including without limitation costs and
            expenses incurred in the enforcement of the Seller's repurchase
            obligation hereunder plus any costs and damages incurred by the
            Purchaser with respect to any securitization of the Mortgage Loan in
            connection with any violation by such Mortgage Loan of any
            applicable predatory- or abusive-lending law.

            SECTION 3. Section 8.02 of the existing Purchase Agreement is hereby
amended by:

            (a) deleting the existing subsection (vv) in its entirety and
      replacing it with the following:

                  (vv) Prepayment Penalty. Each Mortgage Loan is subject to a
            Prepayment Penalty as provided in the related Mortgage Note unless
            otherwise indicated on the related Mortgage Loan Schedule, and (i)
            with respect to Mortgage Loans originated prior to October 1, 2004,
            no Mortgage Loan has a Prepayment Penalty period in excess of five
            years, and (ii) with respect to Mortgage Loans originated on or
            after October 1, 2004, no Mortgage Loan has a Prepayment Penalty
            period in excess of three years;

            (b) deleting the existing subsection (ww) in its entirety and
      replacing it with the following:

                  (ww) Predatory Lending Regulations. None of the Mortgage Loans
            are (i) High Cost Loans, (ii) covered by the Home Ownership and
            Equity Protection Act of 1994 or (iii) in violation of, or
            classified as "high cost", "threshold," "predatory" or "covered"
            loans under, any other applicable state, federal or local law. No
            predatory or deceptive lending practices, as defined by applicable
            laws, including, without limitation, the extension of credit without
            regard to the ability of the Mortgagor to repay and the extension of
            credit which has no apparent benefit to the Mortgagor, were employed
            in the origination of the Mortgage Loan. None of the Mortgage Loans
            that are secured by residential real property in North Carolina
            contains prepayment penalties that (i) exceed, in the aggregate,
            more that two percent of the amount prepaid or (ii) may be collected
            more than 30 months after loan closing. No Mortgage Loan is a High
            Cost Loan or Covered Loan, as applicable (as such terms are defined
            in the then current Standard & Poor's LEVELS(R) Glossary);

            (c) adding the following language at the end of section (hhh)(6):

                  and (iv) for loans originated on or after September 1, 2004,
            the duration of the prepayment period shall not exceed three (3)
            years from the date of the note, unless the loan was modified to
            reduce the prepayment period to no more than three years from the
            date of the note and the borrower was notified in writing of such
            reduction in prepayment period, and (v) notwithstanding any state or
            federal law to the contrary, the Servicer shall not impose such
            prepayment premium in any instance when the mortgage debt is
            accelerated as the result of the borrower's default in making the
            loan payments

            (d) deleting the existing subsection (hhh)(7) in its entirety and
      replacing it with the following:

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

            (e) adding the following language at the end of section (hhh):

                  (12) No Mortgage Loan is a "High-Cost Home Loan" as defined in
            the New Jersey Home Ownership Act effective November 27, 2003
            (N.J.S.A. 46:10B-22 et seq.);

                  (13) No Mortgage Loan is a "High-Cost Home Loan" as defined in
            the New Mexico Home Loan Protection Act effective January 1, 2004
            (N.M. Stat. Ann. ss.ss. 58-21A-1 et seq.);

                  (14) No Mortgage Loan is a "High-Risk Home Loan" as defined in
            the Illinois High-Risk Home Loan Act effective January 1, 2004 (815
            Ill. Comp. Stat. 137/1 et seq.);

                  (15) No Mortgage Loan is a "High-Cost Home Mortgage Loan" as
            defined in the Massachusetts Predatory Home Loan Practices Act,
            effective November 6, 2004 (Mass. Ann. Laws Ch. 183C);

                  (16) No Mortgage Loan is a balloon mortgage loan that has an
            original stated maturity of less than seven (7) years;

                  (17) No Mortgage Loan is subject to mandatory arbitration
            except when the terms of the arbitration also contain a waiver
            provision that provides that in the event of a sale or transfer of
            the Mortgage Loan or interest in the Mortgage Loan to Fannie Mae,
            the terms of the arbitration are null and void. The Seller hereby
            covenants that the Seller or servicer of the Mortgage Loan, as
            applicable, will notify the Mortgagor in writing within 60 days of
            the sale or transfer of the Mortgage Loan to Fannie Mae that the
            terms of the arbitration are null and void.

            (f) adding the following language as a new section (iii)

                  (iii) Arbitration With respect to any Mortgage Loan originated
            on or after August 1, 2004, neither the related Mortgage nor the
            related Mortgage Note requires the Mortgagor to submit to
            arbitration to resolve any dispute arising out of or relating in any
            way to the Mortgage Loan transaction

            SECTION 4. Conditions Precedent. This Amendment shall become
effective on November 29, 2004 (the "Amendment Effective Date") subject to the
satisfaction of the following conditions precedent:

            4.1 Delivered Documents. On the Amendment Effective Date, the
Purchaser shall have received the following documents, each of which shall be
satisfactory to the Purchaser in form and substance:

            (a) this Amendment, executed and delivered by duly authorized
      officers of the Seller and the Purchaser;

            (b) such other documents as the Purchaser or counsel to the
      Purchaser may reasonably request.

            SECTION 5. Representations and Warranties. The Seller hereby
represents and warrants to the Purchaser that it is in compliance with all the
terms and provisions set forth in the Existing Purchase Agreement on its part to
be observed or performed, and hereby confirms and reaffirms the representations
and warranties contained in Section 8.01 of the Existing Purchase Agreement.

            SECTION 6. Limited Effect. Except as expressly amended and modified
by this Amendment, the Existing Purchase Agreement shall continue to be, and
shall remain, in full force and effect in accordance with its terms.

            SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

            SECTION 8. Counterparts. This Amendment may be executed in one or
more counterparts and by different parties hereto on separate counterparts, each
of which, when so executed, shall constitute one and the same agreement.

            SECTION 9. Conflicts. The parties hereto agree that in the event
there is any conflict between the terms of this Amendment, and the terms of the
Existing Purchase Agreement, the provisions of this Amendment shall control.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>

                                                               EXECUTION VERSION

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

Purchaser:                       GOLDMAN SACHS MORTGAGE COMPANY,
                                 a New York limited partnership

                                 By: Goldman Sachs Real Estate Funding Corp.,
                                     its general partner


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:

Seller:                          FIRST FRANKLIN FINANCIAL CORPORATION


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:

<PAGE>


                     ASSIGNMENT AND RECOGNITION AGREEMENT


            THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated November 22, 2005
("Agreement"), among Goldman Sachs Mortgage Company, a New York limited
partnership ("Assignor"), GS Mortgage Securities Corp., a Delaware corporation
("Assignee") and First Franklin Financial Corporation, a Delaware corporation
(the "Company"):

            For and in consideration of the sum of TEN DOLLARS ($10.00) and
other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

Assignment and Conveyance

            1. The Assignor hereby conveys, sells, grants, transfers and assigns
to the Assignee (x) all of the right, title and interest of the Assignor, as
purchaser, in, to and under (a) those certain Mortgage Loans listed on the
schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the
"Mortgage Loans") including, without limitation, interest and principal payments
after November 1, 2005 and (b) except as described below, that certain Flow
Mortgage Loan Purchase and Warranties Agreement, dated as of February 27, 2004,
as amended by Amendment No. 1 thereto, dated as of November 29, 2004 (as so
amended, the "Purchase Agreement"), between the Assignor, as purchaser (the
"Assignor"), and the Company, as seller, solely insofar as the Purchase
Agreement relates to the Mortgage Loans and (y) other than as provided below
with respect to the enforcement of representations and warranties, none of the
obligations of the Assignor under the Purchase Agreement.

            The Assignor specifically reserves and does not assign to the
Assignee hereunder (i) any and all right, title and interest in, to and under
and any obligations of the Assignor with respect to any mortgage loans subject
to the Purchase Agreement that are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement, (ii) the
rights of the Assignor under Subsection 8.05, Section 12 and Subsection 13.01 of
the Purchase Agreement, (iii) the rights retained by the Assignor pursuant to
Section 6 hereof, and (iv) any rights of the Assignor under the letter
agreement, relating to the Mortgage Loans, dated as of September 22, 2005 (the
"Purchase Price and Terms Agreement") among the Company, the Assignor and the
Servicer (as defined below).

Recognition of the Company

            2. From and after the date hereof (the "Securitization Closing
Date"), the Company shall and does hereby recognize that the Assignee will
transfer the Mortgage Loans and assign its rights under the Purchase Agreement
(solely to the extent set forth herein) and this Agreement to FFMLT Trust
2005-FF11 (the "Trust") created pursuant to a Pooling and Servicing Agreement,
dated as of November 1, 2005 (the "Pooling Agreement"), among the Assignee,
Deutsche Bank National Trust Company, as trustee (including its successors in
interest and any successor trustees under the Pooling Agreement, the "Trustee"),
and National City Home Loan Services, Inc., as servicer, (including its
successors in interest and any successor servicers under the Pooling Agreement,
the "Servicer"). The Company hereby acknowledges and agrees that from and after
the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the
Company shall look solely to the Trust for performance of any obligations of the
Assignor insofar as they relate to the enforcement of the representations,
warranties and covenants with respect to the Mortgage Loans, (iii) the Trust
(including the Trustee and the Servicer acting on the Trust's behalf) shall have
all the rights and remedies available to the Assignor, insofar as they relate to
the Mortgage Loans, under the Purchase Agreement, including, without limitation,
the enforcement of the document delivery requirements set forth in Subsection
6.03 of the Purchase Agreement, and shall be entitled to enforce all of the
obligations of the Company thereunder insofar as they relate to the Mortgage
Loans, including without limitation, the remedies for breaches of
representations and warranties set forth in Section 8.03 of the Purchase
Agreement, and (iv) all references to the Assignor (insofar as they relate to
the rights, title and interest and, with respect to obligations of the Assignor,
only insofar as they relate to the enforcement of the representations,
warranties and covenants of the Company) under the Purchase Agreement insofar as
they relate to the Mortgage Loans, shall be deemed to refer to the Trust
(including the Trustee and the Servicer acting on the Trust's behalf). Neither
the Company nor the Assignor shall amend or agree to amend, modify, waive, or
otherwise alter any of the terms or provisions of the Purchase Agreement which
amendment, modification, waiver or other alteration would in any way affect the
Mortgage Loans or the Company's performance under the Purchase Agreement with
respect to the Mortgage Loans without the prior written consent of the Trustee.

Representations and Warranties of the Company

            3. The Company warrants and represents to the Assignor, the Assignee
and the Trust (including the Trustee and the Servicer acting on the Trust's
behalf) as of the date hereof that:

            (a) The Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its formation;

            (b) The Company has full power and authority to execute, deliver and
perform its obligations under this Agreement. The execution by the Company of
this Agreement is in the ordinary course of the Company's business and will not
conflict with, or result in a breach of, any of the terms, conditions or
provisions of the Company's charter or bylaws or any legal restriction, or any
material agreement or instrument to which the Company is now a party or by which
it is bound, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Company or its property is subject. The
execution, delivery and performance by the Company of this Agreement have been
duly authorized by all necessary corporate action on part of the Company. This
Agreement has been duly executed and delivered by the Company, and, upon the due
authorization, execution and delivery by the Assignor and the Assignee, will
constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except as enforceability may be
limited by bankruptcy, reorganization, insolvency, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally, and by
general principles of equity regardless of whether enforceability is considered
in a proceeding in equity or at law;

            (c) No consent, approval, order or authorization of, or declaration,
filing or registration with, any governmental entity is required to be obtained
or made by the Company in connection with the execution, delivery or performance
by the Company of this Agreement;

            (d) There is no action, suit, proceeding or investigation pending
or, to the best of the company's knowledge, threatened against the Company,
before any court, administrative agency or other tribunal, which would draw into
question the validity of this Agreement or the Purchase Agreement, or which,
either in any one instance or in the aggregate, is likely to result in any
material adverse change in the ability of the Company to perform its obligations
under this Agreement or the Purchase Agreement, and the Company is solvent; and

            (e) No Mortgage Loan is a High Cost or Covered Loan, as applicable,
and no Mortgage Loan originated on or after October 1, 2002 through March 6,
2003 is governed by the Georgia Fair Lending Act. For the purposes of this
Section 3(e) the following definitions shall apply:

            (i) Covered Loan: A Mortgage Loan categorized as Covered pursuant to
      Appendix E of Standard & Poor's Glossary.

            (ii) Home Loan: A Mortgage Loan categorized as Home Loan pursuant to
      Appendix E of Standard & Poor's Glossary.

            (iii) Standard & Poor's Glossary: The Standard & Poor's LEVELS(R)
      Glossary, as may be in effect from time to time.

            (iv) High Cost Loan: A Mortgage Loan (a) covered by the Home
      Ownership and Equity Protection Act of 1994, (b) classified as a "high
      cost home," "threshold," "covered," (excluding New Jersey "Covered Home
      Loans" as that term is defined in clause (1) of the definition of that
      term in the New Jersey Home Ownership Security Act of 2002), "high risk
      home," "predatory" or similar loan under any other applicable state,
      federal or local law (or a similarly classified loan using different
      terminology under an applicable law imposing heightened regulatory
      scrutiny or additional legal liability for residential mortgage loans
      having high interest rates, points and/or fees) or (c) categorized as High
      Cost pursuant to Appendix E of Standard & Poor's Glossary. For avoidance
      of doubt, the parties agree that this definition shall apply to any law
      regardless of whether such law is presently, or in the future becomes, the
      subject of judicial review or litigation. However, this definition shall
      not apply if it is wholly invalidated by a court of final jurisdiction.

            4. Pursuant to Section 12 of the Purchase Agreement, the Company
hereby represents and warrants, for the benefit of the Assignor, the Assignee
and the Trust, that (i) the representations and warranties set forth in
Subsection 8.01 of the Purchase Agreement are true and correct as of the date
hereof as if such representations and warranties were made on the date hereof;
(ii) the representations and warranties set forth in Subsection 8.02 of the
Purchase Agreement are true and correct, with respect to each Mortgage Loan, as
of the Closing Date (as defined in the Purchase Agreement).

Remedies for Breach of Representations and Warranties of the Company

            5. The Company hereby acknowledges and agrees that the remedies
available to the Assignor, the Assignee and the Trust (including the Trustee and
the Servicer acting on the Trust's behalf) in connection with any breach of the
representations and warranties made by the Company set forth in Sections 3 and 4
hereof shall be as set forth in Subsection 8.03 of the Purchase Agreement as if
they were set forth herein (including without limitation the repurchase and
indemnity obligations set forth therein).

            6. In the event a Mortgage Loan is required to be repurchased
pursuant to the Purchase Agreement, the Company shall pay to (a) the Trust the
then outstanding principal balance of such Mortgage Loan as of the date of such
repurchase, plus (ii) accrued interest on such Mortgage Loan at the mortgage
interest rate from the date on which interest had last been paid through the
date of such repurchase, plus (iii) the amount of any outstanding advances owed
to the Servicer, plus (iv) all reasonable costs and expenses incurred by the
Trust, the Assignor or the Servicer arising out of or based upon such breach,
including, without limitation, reasonable costs and expenses incurred in the
enforcement of the Company's repurchase obligation thereunder plus (v) any costs
and damages incurred by the Trust, the Assignor, the Assignee or the Servicer in
connection with any violation of any applicable predatory or abusive lending law
by such Mortgage Loan and (b) the Assignor an amount equal to the product of (i)
the excess of the purchase price percentage for such Mortgage Loan as set forth
in the Purchase Price and Terms Agreement between the Assignor and the Company
over 100% and (ii) the then outstanding principal balance of such Mortgage Loan
as of the date of such repurchase. It is hereby understood that the right to
such excess over par is not being sold or assigned hereunder and rather is being
retained by the Assignor.

Representations and Warranties of the Assignor

            7. The Assignor warrants and represents to the Assignee and the
Trust as of the date hereof that, with respect to each Mortgage Loan:

            (a) The Assignor is the sole owner of record and holder of the
Mortgage Loan and the indebtedness evidenced by each Mortgage Note. The Mortgage
Loan is not assigned or pledged, and the Assignor has good, indefeasible and
marketable title thereto, and has full right to transfer and sell the Mortgage
Loan to the Assignee free and clear of any encumbrance, equity, participation
interest, lien, pledge, charge, claim or security interest, and has full right
and authority subject to no interest or participation of, or agreement with, any
other party, to sell and assign each Mortgage Loan pursuant to this Agreement
and following the sale of each Mortgage Loan, the Assignee will own such
Mortgage Loan free and clear of any encumbrance, equity, participation interest,
lien, pledge, charge, claim or security interest. The Assignor intends to
relinquish all rights to possess, control and monitor the Mortgage Loan;

            (b) The Assignor has not waived the performance by the Mortgagor of
any action, if the Mortgagor's failure to perform such action would cause the
Mortgage Loan to be in default, nor has the Company waived any default resulting
from any action or inaction by the Mortgagor;

            (c) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity and disclosure
laws, all applicable predatory and abusive lending laws or unfair and deceptive
practices applicable to the Mortgage Loan, including, without limitation, any
provisions related to Prepayment Penalties, have been complied with and the
consummation of the transactions contemplated hereby will not involve the
violation of any such laws or regulations;

            (d) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable. For the purposes of this Section 7(d) the following definitions
shall apply:

                  (i) Covered Loan: A Mortgage Loan categorized as Covered
      pursuant to Appendix E of Standard & Poor's Glossary.

                  (ii) Standard & Poor's Glossary: The Standard & Poor's
      LEVELS(R) Glossary, as may be in effect from time to time.

                  (iii) High Cost Loan: A Mortgage Loan categorized as High Cost
      pursuant to Appendix E of Standard & Poor's Glossary;

            (e) None of the Mortgage Loans has a Prepayment Penalty period in
excess of three years; and

            (f) Bring Down. To the Assignor's knowledge, nothing has occurred or
failed to occur from and after the Closing Date set forth in such Purchase
Agreement to the Securitization Closing Date that would cause any of the
representations and warranties relating to the Mortgage Loans set forth in
Schedule I hereto to be incorrect in any material respect as of the date hereof
as if made on the date hereof, except for approximately 0.02% of the Mortgage
Loans which are no more than one payment past due as of the cut-off date. The
determination as to whether or not there exists a breach by the Assignor of the
representation and warranty described in clause (j) on Schedule I hereto, shall
be made without regard to the knowledge qualification in the preceding sentence.

Remedies for Breach of Representations and Warranties of the Assignor

            8. The Assignor hereby acknowledges and agrees that in the event of
any breach of any of the representations and warranties with respect to any
Mortgage Loan made by the Assignor set forth in Section 7 hereof that materially
and adversely affects the value of such Mortgage Loan or the interest of the
Assignee or the Trust therein and such breach is not cured by the Assignor, it
shall, subject to the substitution provisions set in forth in Section 9 hereof,
purchase or cause the purchase of the applicable Mortgage Loan at the Repurchase
Price (as defined in the Pooling Agreement) within 60 days of the earlier of
either discovery by or notice to the Assignor of such breach of a representation
or warranty. It is understood and agreed that the obligation of the Assignor set
forth herein to cure, repurchase or substitute for a Mortgage Loan in breach of
a representation or warranty contained in Section 7 hereof constitutes the sole
remedy of the Trust or any other person or entity against the Assignor with
respect to such breach.

Substitution Obligation for Breach of a Representation or Warranty

            9. The Company and Assignor hereby acknowledge and agree that if
either the Company or the Assignor, as applicable, discovers or receives notice
of any breach of any of the representations and warranties made by the Company
in Subsection 8.02 of the Purchase Agreement or made by the Assignor pursuant to
Section 7 hereof, as applicable, within two years of the Securitization Closing
Date, the Company or the Assignor, as applicable, shall, at the Trust's option,
and provided that the Company or Assignor has a Substitute Mortgage Loan (as
defined below), rather than repurchase such Mortgage Loan as provided above,
remove such Mortgage Loan and substitute in its place a Substitute Mortgage Loan
or Mortgage Loans, provided that any such substitution shall be effected not
later than two years after the Securitization Closing Date. If the Company or
Assignor, as applicable, has no Substitute Mortgage Loan, the Company or
Assignor, as applicable, shall, if such breach is not cured, repurchase the
deficient Mortgage Loan. Any repurchase of a Mortgage Loan or Mortgage Loans
pursuant to the foregoing provisions shall be accomplished by direct remittance
of the applicable repurchase price to the Trust or its designee in accordance
with the Trust's instructions.

            At the time of substitution, the Company or the Assignor, as
applicable, shall arrange for the reassignment of the deleted Mortgage Loan to
the Trust and the delivery to the Trust of any documents held by the Trustee
relating to the deleted Mortgage Loan. In the event of a substitution, the
Company or the Assignor, as applicable, shall (i) simultaneously with such
reassignment, give written notice to the Trust that such substitution has taken
place, (ii) amend or cooperate with the Trust in amending the applicable
Mortgage Loan Schedule to reflect the withdrawal of the deleted Mortgage Loan
and (iii) identify a Substitute Mortgage Loan and amend or cooperate with the
Trust in amending the applicable Mortgage Loan Schedule to reflect the addition
of such Substitute Mortgage Loan. In connection with any such substitution, the
Company or the Assignor, as applicable, shall be deemed to have made as to such
Substitute Mortgage Loan the representations and warranties set forth in
Subsection 8.02 of the Purchase Agreement except that all such representations
and warranties set forth in this Agreement shall be deemed made as of the date
of such substitution. The Assignor or Company, as applicable, shall effect such
substitution by delivering to the Trustee or to its designee the documents
required by the Pooling Agreement, with the Mortgage Note endorsed as required
by the Pooling Agreement. No substitution will be made in any calendar month
after the initial determination date for such month. The Assignor or Company, as
applicable, shall remit directly to the Trust or its designee in accordance with
the Trust's instructions, the monthly payment less the servicing fee due, if
any, on such Substitute Mortgage Loan or Mortgage Loans in the month following
the date of such substitution. Monthly payments due with respect to Substitute
Mortgage Loans in the month of substitution shall be retained by the Assignor.
For the month of substitution, distributions to the Trust shall include the
monthly payment due on any deleted Mortgage Loan in the month of substitution,
and the Assignor or Company, as applicable, shall thereafter be entitled to
retain all amounts subsequently received by the Assignor or Company, as
applicable, in respect of such deleted Mortgage Loan.

            For any month in which the Company or the Assignor substitutes a
Substitute Mortgage Loan for a deleted Mortgage Loan, the Trust shall determine
the amount (if any) by which the aggregate principal balance of all Substitute
Mortgage Loans as of the date of substitution is less than the aggregate stated
principal balance of all deleted Mortgage Loans (after application of scheduled
principal payments due in the month of substitution). The amount of such
shortfall shall be distributed by the Assignor or the Company, as applicable,
directly to the Trust or its designee in accordance with the Trust's
instructions within two (2) business days of such substitution.

            Any cause of action against the Company or the Assignor relating to
or arising out of the breach of any representations and warranties made in
Subsection 8.02 of the Purchase Agreement or Section 7 hereof, as applicable,
shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the
Trust or notice thereof by the Company or the Assignor to the Trust, (ii)
failure by the Company or the Assignor to cure such breach, repurchase such
Mortgage Loan or substitute a Substitute Mortgage Loan as specified above, and
(iii) demand upon the Company or Assignor by the Trust for compliance with this
Agreement.

            A Substitute Mortgage Loan ("Substitute Mortgage Loan") is a
mortgage loan eligible to be substituted by the Company or Assignor for a
deleted Mortgage Loan which must, on the date of such substitution, (i) have an
outstanding principal balance, after deduction of all scheduled payments due in
the month of substitution (or in the case of a substitution of more than one
mortgage loan for a deleted Mortgage Loan, an aggregate principal balance), not
in excess of the outstanding principal balance of the deleted Mortgage Loan (the
amount of any shortfall will be paid by the Company or Assignor to the Trust or
its designee in the month of substitution); (ii) have a mortgage interest rate
not less than, and not more than 1% greater than, the mortgage interest rate of
the deleted Mortgage Loan; (iii) have a remaining term to maturity not greater
than, and not more than one year less than, that of the deleted Mortgage Loan;
(iv) be of the same type as the deleted Mortgage Loan (i.e., fixed rate or
adjustable rate with same Periodic Mortgage Interest Rate Cap and Index); and
(v) comply with each representation and warranty (respecting individual Mortgage
Loans) set forth in Subsection 8.02 of the Purchase Agreement.

Miscellaneous

            10. This Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws.

            11. No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party against
whom such waiver or modification is sought to be enforced, with the prior
written consent of the Trustee.

            12. This Agreement shall inure to the benefit of (i) the successors
and assigns of the parties hereto and (ii) the Trust (including the Trustee and
the Servicer acting on the Trust's behalf). Any entity into which the Assignor,
Assignee or Company may be merged or consolidated shall, without the requirement
for any further writing, be deemed Assignor, Assignee or Company, respectively,
hereunder.

            13. Each of this Agreement and the Purchase Agreement shall survive
the conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (to the extent assigned hereunder) by the Assignor to the Assignee and
by Assignee to the Trust and nothing contained herein shall supersede or amend
the terms of the Purchase Agreement.

            14. This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and all such
counterparts shall constitute one and the same instrument.

            15. In the event that any provision of this Agreement conflicts with
any provision of the Purchase Agreement with respect to the Mortgage Loans, the
terms of this Agreement shall control.

            16. Capitalized terms used in this Agreement (including the exhibits
hereto) but not defined in this Agreement shall have the meanings given to such
terms in the Purchase Agreement.

                           [SIGNATURE PAGE FOLLOWS]

<PAGE>


            IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.

                                       GS MORTGAGE SECURITIES CORP.


                                       By:
                                          ------------------------------------
                                       Name:
                                       Title:


                                       GOLDMAN SACHS MORTGAGE COMPANY,
                                         a New York limited partnership


                                       By: GOLDMAN SACHS REAL ESTATE FUNDING
                                         CORP., a New York corporation, its
                                         General Partner


                                       By:
                                          ------------------------------------
                                       Name:
                                       Title:



                                       FIRST FRANKLIN FINANCIAL CORPORATION



                                       By:
                                          ------------------------------------
                                       Name:
                                       Title:

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              EXHIBIT A TO ASSIGNMENT AND RECOGNITION AGREEMENT

                            Mortgage Loan Schedule

<PAGE>

              SCHEDULE I TO ASSIGNMENT AND RECOGNITION AGREEMENT

         Mortgage Loan Representations and Warranties of the Assignor

            (a) Payments Current. All payments required to be made up to the
      related closing date for the Mortgage Loan under the terms of the Mortgage
      Note, other than payments not yet 30 days delinquent, have been made and
      credited. No payment required under the Mortgage Loan is 30 days or more
      delinquent nor has any payment under the Mortgage Loan been 30 days or
      more delinquent at any time since the origination of the Mortgage Loan.
      The first Monthly Payment after the related Cut-off Date shall be made
      with respect to the Mortgage Loan on its Due Date or within the month the
      payment is due, all in accordance with the terms of the related Mortgage
      Note;

            (b) No Outstanding Charges. There are no defaults in complying with
      the terms of the Mortgage, and all taxes, governmental assessments,
      insurance premiums, water, sewer and municipal charges, leasehold payments
      or ground rents which previously became due and owing have been paid, or
      an escrow of funds has been established in an amount sufficient to pay for
      every such item which remains unpaid and which has been assessed but is
      not yet due and payable. The Company has not advanced funds, or induced,
      solicited or knowingly received any advance of funds by a party other than
      the Mortgagor, directly or indirectly, for the payment of any amount
      required under the Mortgage Loan, except for interest accruing from the
      date of the Mortgage Note or date of disbursement of the Mortgage Loan
      proceeds, whichever is earlier, to the day which precedes by one month the
      due date of the first installment of principal and interest;

            (c) Original Terms Unmodified. The terms of the Mortgage Note and
      Mortgage have not been impaired, waived, altered or modified in any
      respect, from and after the date of origination except by a written
      instrument which has been recorded, if necessary to protect the interests
      of the Assignor, and which has been delivered to the custodian or to such
      other Person as the Assignor shall designate in writing, and the terms of
      which are reflected in the related Mortgage Loan Schedule. The substance
      of any such waiver, alteration or modification has been approved by the
      title insurer, if any, to the extent required by the policy, and its terms
      are reflected on the related Mortgage Loan Schedule, if applicable. No
      Mortgagor has been released, in whole or in part, except in connection
      with an assumption agreement, approved by the issuer of the title insurer,
      to the extent required by the policy, and which assumption agreement is
      part of the Mortgage Loan File delivered to the custodian or to such other
      Person as the Assignor shall designate in writing and the terms of which
      are reflected in the related Mortgage Loan Schedule;

            (d) No Defenses. The Mortgage Loan is not subject to any right of
      rescission, set-off, counterclaim or defense, including without limitation
      the defense of usury, nor will the operation of any of the terms of the
      Mortgage Note or the Mortgage, or the exercise of any right thereunder,
      render either the Mortgage Note or the Mortgage unenforceable, in whole or
      in part, or subject to any right of rescission, set-off, counterclaim or
      defense, including without limitation the defense of usury, and no such
      right of rescission, set-off, counterclaim or defense has been asserted
      with respect thereto, and no Mortgagor was a debtor in any state or
      Federal bankruptcy or insolvency proceeding, at, or subsequent to, the
      time the Mortgage Loan was originated;

            (e) Hazard Insurance. Pursuant to the terms of the Mortgage, all
      buildings or other improvements upon the Mortgaged Property are insured by
      a generally acceptable insurer against loss by fire, hazards of extended
      coverage and such other hazards as are provided for in the Fannie Mae
      Guides or by Freddie Mac. If required by the National Flood Insurance Act
      of 1968, as amended, each Mortgage Loan is covered by a flood insurance
      policy meeting the requirements of the current guidelines of the Federal
      Insurance Administration is in effect which policy conforms to Fannie Mae
      or Freddie Mac. All individual insurance policies contain a standard
      mortgagee clause naming the Company and its successors and assigns as
      mortgagee, and all premiums thereon have been paid. The Mortgage obligates
      the Mortgagor thereunder to maintain the hazard insurance policy at the
      Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
      authorizes the holder of the Mortgage to obtain and maintain such
      insurance at such Mortgagor's cost and expense, and to seek reimbursement
      therefor from the Mortgagor. Where required by state law or regulation,
      the Mortgagor has been given an opportunity to choose the carrier of the
      required hazard insurance, provided the policy is not a "master" or
      "blanket" hazard insurance policy covering a condominium, or any hazard
      insurance policy covering the common facilities of a planned unit
      development. The hazard insurance policy is the valid and binding
      obligation of the insurer, is in full force and effect, and will be in
      full force and effect and inure to the benefit of the Assignor upon the
      consummation of the transactions contemplated by this Agreement. The
      Company has not engaged in, and has no knowledge of the Mortgagor's or any
      servicer's having engaged in, any act or omission which would impair the
      coverage of any such policy, the benefits of the endorsement provided for
      herein, or the validity and binding effect of such policy, without
      limitation, and no unlawful fee, commission, kickback or other unlawful
      compensation or value of any kind has been or will be received, retained
      or realized by any attorney, firm or other person or entity, and no such
      unlawful items have been received, retained or realized by the Company;

            (f) No Satisfaction of Mortgage. The Mortgage has not been
      satisfied, canceled, subordinated or rescinded, in whole or in part, and
      the Mortgaged Property has not been released from the lien of the
      Mortgage, in whole or in part, nor has any instrument been executed that
      would effect any such release, cancellation, subordination or rescission.
      The Company has not waived the performance by the Mortgagor of any action,
      if the Mortgagor's failure to perform such action would cause the Mortgage
      Loan to be in default, nor has the Company waived any default resulting
      from any action or inaction by the Mortgagor;

            (g) Doing Business. All parties which have had any interest in the
      Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are
      (or, during the period in which they held and disposed of such interest,
      were) (1) in compliance with any and all applicable licensing requirements
      of the laws of the state wherein the Mortgaged Property is located, and
      (2) either (i) organized under the laws of such state, or (ii) qualified
      to do business in such state, or (iii) a federal savings and loan
      association, a savings bank or a national bank having a principal office
      in such state, or (3) not doing business in such state;

            (h) No Defaults. Other than payments due but not yet 30 days or more
      delinquent, there is no default, breach, violation or event which would
      permit acceleration existing under the Mortgage or the Mortgage Note and
      no event which, with the passage of time or with notice and the expiration
      of any grace or cure period, would constitute a default, breach, violation
      or event which would permit acceleration, and neither the Company nor any
      of its affiliates nor any of their respective predecessors, have waived
      any default, breach, violation or event which would permit acceleration.

            (i) No Mechanics' Liens. Except as insured against by the title
      insurance policy, there are no mechanics' or similar liens or claims which
      have been filed for work, labor or material (and no rights are outstanding
      that under law could give rise to such liens) affecting the related
      Mortgaged Property which are or may be liens prior to, or equal or
      coordinate with, the lien of the related Mortgage;

            (j) Mortgaged Property Undamaged; No Condemnation Proceedings. There
      is no proceeding pending or threatened for the total or partial
      condemnation of the Mortgaged Property. The Mortgaged Property is
      undamaged by waste, fire, earthquake or earth movement, windstorm, flood,
      tornado or other casualty so as to affect adversely the value of the
      Mortgaged Property as security for the Mortgage Loan or the use for which
      the premises were intended and each Mortgaged Property is in good repair.
      There have not been any condemnation proceedings with respect to the
      Mortgaged Property and the Company has no knowledge that any such
      proceedings is contemplated;

            (k) Prior Servicing. Each Mortgage Loan has been serviced in all
      material respects in strict compliance with accepted servicing practices
      and the interim servicer has reported the Mortgagor credit files to each
      of the three credit repositories in a timely manner;

            (l) Qualified Mortgage. The Mortgage Loan is a "qualified mortgage"
      within the meaning of Section 860G(a)(3) of the Code;