Contract

EXHIBIT 4 GS MORTGAGE SECURITIES CORP., Depositor, LITTON LOAN SERVICING LP, Servicer, SELECT PORTFOLIO SERVICING, INC., Servicer, AVELO MORTGAGE, L.L.C., Servicer, J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, Custodian, U.S. BANK NATIONAL ASSOCIATION, Custodian, DEUTSCHE BANK NATIONAL TRUST COMPANY, Custodian, LASALLE BANK NATIONAL ASSOCIATION, Trustee, and WELLS FARGO BANK, N.A., Master Servicer and Securities Administrator ________________________________________________ POOLING AND SERVICING AGREEMENT Dated as of May 1, 2006 ________________________________________________ GSAMP TRUST 2006-HE3 MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-HE3 TABLE OF CONTENTS ARTICLE I DEFINITIONSSection 1.01 Definitions…………………………………………. ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIESSection 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 Servicers and each Custodian…………………………………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 LOANSSection 3.01 Servicers to Service Mortgage Loans…………………….Section 3.02 Subservicing Agreements between a Servicer and Subservicers.Section 3.03 Successor Subservicers………………………………..Section 3.04 Liability of the Servicer……………………………..Section 3.05 No Contractual Relationship between Subservicers, the Trustee and the Master Servicer……………………..Section 3.06 Assumption or Termination of Subservicing Agreements by Master Servicer……………………………………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 Account……………………………………Section 3.11 Withdrawals from the Collection Account…………………Section 3.12 Investment of Funds in the Collection Account 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 Servicers to Be Held for the Securities Administrator for the Benefit of the Trustee……………………………..Section 3.21 Servicing Compensation………………………………..Section 3.22 Annual Statement as to Compliance………………………Section 3.23 Annual Reports on Assessment of Compliance with Servicing Criteria; Annual Independent Public Accountants’ Attestation Report…………………………………Section 3.24 Master Servicer 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…………..Section 3.29 Transfer of Servicing for Certain Mortgage Loans………… ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE SERVICERSection 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 CERTIFICATESSection 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 SERVICERSSection 6.01 Respective Liabilities of the Depositor and the Servicers…Section 6.02 Merger or Consolidation of the Depositor or a Servicer……Section 6.03 Limitation on Liability of the Depositor, the Servicers and Others……………………………………………Section 6.04 Limitation on Resignation of a Servicer…………………Section 6.05 Additional Indemnification by the Servicers; Third Party Claims……………………………………………Section 6.06 Servicing Rights Pledge………………………………. ARTICLE VII DEFAULTSection 7.01 Events of Default…………………………………….Section 7.02 Master Servicer to Act; Appointment of Successor Servicer…Section 7.03 Notification to Certificateholders…………………….. ARTICLE VIII CONCERNING THE TRUSTEE AND THE CUSTODIANSSection 8.01 Duties of the Trustee…………………………………Section 8.02 Certain Matters Affecting each Custodian and 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 and Indemnification………….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, Basis Risk Carry Forward Amounts, the Supplemental Interest Trust and the Interest Rate Swap Agreement……………Section 8.14 Custodial Responsibilities…………………………….Section 8.15 Limitations on Custodial Responsibilities………………. ARTICLE IX ADMINISTRATION OF THE MORTGAGE LOANS BY THE MASTER SERVICERSection 9.01 Duties of the Master Servicer; Enforcement of Servicer’s Obligations……………………………………….Section 9.02 Maintenance of Fidelity Bond and Errors and Omissions Insurance…………………………………………Section 9.03 Representations and Warranties of the Master Servicer…….Section 9.04 Master Servicer Events of Default………………………Section 9.05 Waiver of Default…………………………………….Section 9.06 Successor to the Master Servicer……………………….Section 9.07 Compensation of the Master Servicer…………………….Section 9.08 Merger or Consolidation……………………………….Section 9.09 Resignation of the Master Servicer……………………..Section 9.10 Assignment or Delegation of Duties by the Master Servicer…Section 9.11 Limitation on Liability of the Master Servicer…………..Section 9.12 Indemnification; Third Party Claims……………………. ARTICLE X CONCERNING THE SECURITIES ADMINISTRATORSection 10.01 Duties of Securities Administrator……………………..Section 10.02 Certain Matters Affecting the Securities Administrator……Section 10.03 Securities Administrator Not Liable for Certificates or Mortgage Loans…………………………………….Section 10.04 Securities Administrator May Own Certificates……………Section 10.05 Securities Administrator’s Fees and Expenses…………….Section 10.06 Eligibility Requirements for Securities Administrator…….Section 10.07 Resignation and Removal of Securities Administrator………Section 10.08 Successor Securities Administrator……………………..Section 10.09 Merger or Consolidation of Securities Administrator………Section 10.10 Assignment or Delegation of Duties by the Securities Administrator…………………………………….. ARTICLE XI TERMINATIONSection 11.01 Termination upon Liquidation or Purchase of the Mortgage Loans…………………………………………….Section 11.02 Final Distribution on the Certificates………………….Section 11.03 Additional Termination Requirements……………………. ARTICLE XII MISCELLANEOUS PROVISIONSSection 12.01 Amendment……………………………………………Section 12.02 Recordation of Agreement; Counterparts………………….Section 12.03 Governing Law………………………………………..Section 12.04 Intention of Parties………………………………….Section 12.05 Notices……………………………………………..Section 12.06 Severability of Provisions…………………………….Section 12.07 Assignment; Sales; Advance Facilities…………………..Section 12.08 Limitation on Rights of Certificateholders………………Section 12.09 Inspection and Audit Rights……………………………Section 12.10 Certificates Nonassessable and Fully Paid……………….Section 12.11 Waiver of Jury Trial………………………………….Section 12.12 Limitation of Damages…………………………………Section 12.13 Rights of the Swap Provider……………………………Section 12.14 No Solicitation………………………………………Section 12.15 Regulation AB Compliance; Intent of the Parties; Reasonableness…………………………………….SCHEDULESSchedule I Mortgage Loan ScheduleSchedule II Representations and Warranties of Litton Loan Servicing LP, as ServicerSchedule III Representations and Warranties of Select Portfolio Servicing, Inc., as ServicerSchedule IV Representations and Warranties of Avelo Mortgage, L.L.C., as ServicerSchedule V Representations and Warranties of J.P. Morgan Trust Company, National Association, as CustodianSchedule VI Representations and Warranties of U.S. Bank National Association, as CustodianSchedule VII Representations and Warranties of Deutsche Bank National Trust Company, as CustodianEXHIBITSExhibit A-1 Form of Class A, Class M and Class B CertificatesExhibit B Form of Class P CertificateExhibit C [Reserved]Exhibit D-1 Form of Class R CertificateExhibit D-2 Form of Class RC CertificateExhibit D-3 Form of Class RX CertificateExhibit E Form of Class X CertificateExhibit F Form of Initial Certification of the CustodiansExhibit G Form of Document Certification and Exception Report of the CustodiansExhibit H Form of Residual Transfer AffidavitExhibit I Form of Transferor CertificateExhibit J Form of Rule 144A LetterExhibit K Form of Investment Letter (Non-Rule 144A)Exhibit L Form of Request for ReleaseExhibit M Contents of Each Mortgage FileExhibit N [Reserved]Exhibit O Form of Certification to be provided with Form 10-KExhibit P Form of Securities Administrator Certification to be provided to DepositorExhibit Q-1 Form of Servicer Certification to be provided to DepositorExhibit Q-2 Form of Subservicer Certification to be provided to DepositorExhibit Q-3 Form of Master Servicer Certification to be provided to DepositorExhibit R Form of Power of AttorneyExhibit S Representations and Warranties AgreementExhibit T Servicing CriteriaExhibit U Additional Form 10-D DisclosureExhibit V Additional Form 10-K DisclosureExhibit W Form 8-K Disclosure InformationExhibit X Interest Rate Swap AgreementExhibit Y Aames AgreementsExhibit Z Fremont AgreementsExhibit AA Impac AgreementsExhibit BB Meritage AgreementsExhibit CC Form of Servicer Remittance ReportExhibit DD Form of Monthly Defaulted Loan ReportExhibit EE Form of Realized Loss Report THIS POOLING AND SERVICING AGREEMENT, dated as of May 1, 2006, amongGS MORTGAGE SECURITIES CORP., a Delaware corporation (the “Depositor”), LITTONLOAN SERVICING LP, a Delaware limited partnership, as a servicer (“Litton”),SELECT PORTFOLIO SERVICING, INC., a Utah corporation, as a servicer (“SPS”),AVELO MORTGAGE, L.L.C., a Delaware limited liability company, as a servicer(“Avelo”, and together with Litton and SPS, the “Servicers”), J.P. MORGAN TRUSTCOMPANY, NATIONAL ASSOCIATION, a national banking association, as a custodian(“J.P. Morgan”), U.S. BANK NATIONAL ASSOCIATION, a national banking association,as a custodian (a “U.S. Bank”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a nationalbanking association, as a custodian (“Deutsche Bank”, and together with J.P.Morgan and U.S. Bank, the “Custodians”), LASALLE BANK NATIONAL ASSOCIATION, astrustee (the “Trustee”), and WELLS FARGO BANK, N.A., as securities administrator(in such capacity, the “Securities Administrator”) and as master servicer (insuch capacity, the “Master Servicer”). W I T N E S S E T H: In consideration of the mutual agreements herein contained, theparties hereto agree as follows: PRELIMINARY STATEMENT The Securities Administrator shall elect that five segregated assetpools within the Trust Fund (exclusive of (i) the Prepayment Premiums, (ii) theInterest Rate Swap Agreement, (iii) the Supplemental Interest Trust, (iv) theExcess Reserve Fund Account and (v) the right of the LIBOR Certificates toreceive Upper-Tier Carry Forward Amounts and, without duplication, Basis RiskCarry Forward Amounts and the obligation to pay Class IO Shortfalls) be treatedfor federal income tax purposes as comprising five REMICs (each, a “Trust REMIC”or, in the alternative, Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, theLower-Tier REMIC, the Upper-Tier REMIC and the Class X REMIC, respectively). TheClass X Interest, Class IO Interest and each Class of LIBOR Certificates (otherthan the right of each Class of LIBOR Certificates to receive (i) Upper-TierCarry Forward Amounts and, without duplication, Basis Risk Carry Forward Amountsand (ii) the obligation to pay Class IO Shortfalls) represents ownership of aregular interest in a REMIC for purposes of the REMIC Provisions. The Class RX Certificates represent ownership of the sole class ofresidual interest in the Class X REMIC for purposes of the REMIC Provisions. TheClass RC Certificates represent ownership of the sole class of residual interestin Pooling-Tier REMIC-1 for purposes of the REMIC Provisions. The Class RCertificates represent ownership of the sole class of residual interest in eachof Pooling-Tier REMIC-2, the Lower-Tier REMIC and the Upper-Tier REMIC forpurposes of the REMIC Provisions. The Start-up Day for each Trust REMIC is theClosing Date. The latest possible maturity date for each regular interest is thelatest date referenced in Section 2.05. The Class X REMIC shall hold as assets the Class UT-X Interest, theClass UT-IO Interest and the Class UT-3 Interest as set out below. TheUpper-Tier REMIC shall hold as assets the several classes of uncertificatedLower-Tier Regular Interests, set out below. The Lower-Tier REMIC shall hold asassets the several classes of uncertificated Pooling-Tier REMIC-2 RegularInterests. Pooling-Tier REMIC-2 shall hold as assets the several classes ofuncertificated Pooling-Tier REMIC-1 Regular Interests. Pooling-Tier REMIC-1shall hold as assets the assets of the Trust Fund (exclusive of (i) thePrepayment Premiums, (ii) the Interest Rate Swap Agreement, (iii) theSupplemental Interest Trust, (iv) the Excess Reserve Fund Account and (v) theright of the LIBOR Certificates to receive Upper-Tier Carry Forward Amounts and,without duplication, Basis Risk Carry Forward Amounts and the obligation to payClass IO Shortfalls). Each such Lower Tier Regular Interest is hereby designatedas 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, ClassLT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7, Class LT-M-8,Class LT-M-9, Class LT-B-1 and Class LT-B-2 Interests are hereby designated theLT-Accretion Directed Classes (the “LT-Accretion Directed Classes”). The Class X REMIC shall hold as assets the Class UT-X Interest, theClass UT-IO Interest and the Class UT-3 Interest issued by the Upper-Tier REMIC,the Class X Interest shall represent the regular interest issued by the Class XREMIC and the Class RX Interest shall represent the sole class residual interestin the Class X REMIC. The Class X Certificates represent beneficial ownership ofthe Class X Interest, the Class IO Interest, the Supplemental Interest Trust andthe Excess Reserve Fund Account. For federal income tax purposes, each Class of LIBOR Certificates,the Class X Certificates, and the Class P Certificates represent beneficialownership of portions of the Trust Fund, which shall be treated as a grantortrust as more fully described in Section 8.11. Pooling-Tier REMIC-1 Pooling-Tier REMIC-1 shall issue the following interests inPooling-Tier REMIC-1, and each such interest is hereby designated as a regularinterest 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-1Interests with a “II” in their designation shall relate to Loan Group II.Pooling-Tier REMIC-1 shall also issue the Class RC Certificates. The Class RCCertificates are hereby designated as the sole class of residual interest inPooling-Tier REMIC-1. The Class RC Certificates shall have a $100 ClassCertificate Balance and shall have no interest rate. Initial Pooling-Tier Pooling-Tier Pooling-Tier REMIC-1 REMIC-1 Principal REMIC-1 Interest Interest Rate Amount- ——————— ——————— ——————-Class PT1-I-1 (1) $ 5,848,118.08Class PT1-I-2A (2) $ 3,743,850.35Class PT1-I-2B (3) $ 3,743,850.35Class PT1-I-3A (2) $ 4,362,575.24Class PT1-I-3B (3) $ 4,362,575.24Class PT1-I-4A (2) $ 4,967,296.48Class PT1-I-4B (3) $ 4,967,296.48Class PT1-I-5A (2) $ 5,550,486.83Class PT1-I-5B (3) $ 5,550,486.83Class PT1-I-6A (2) $ 6,108,230.30Class PT1-I-6B (3) $ 6,108,230.30Class PT1-I-7A (2) $ 6,633,252.82Class PT1-I-7B (3) $ 6,633,252.82Class PT1-I-8A (2) $ 7,120,446.26Class PT1-I-8B (3) $ 7,120,446.26Class PT1-I-9A (2) $ 7,511,071.57Class PT1-I-9B (3) $ 7,511,071.57Class PT1-I-10A (2) $ 7,523,728.01Class PT1-I-10B (3) $ 7,523,728.01Class PT1-I-11A (2) $ 7,166,591.66Class PT1-I-11B (3) $ 7,166,591.66Class PT1-I-12A (2) $ 6,826,504.80Class PT1-I-12B (3) $ 6,826,504.80Class PT1-I-13A (2) $ 6,502,650.05Class PT1-I-13B (3) $ 6,502,650.05Class PT1-I-14A (2) $ 6,194,249.10Class PT1-I-14B (3) $ 6,194,249.10Class PT1-I-15A (2) $ 5,900,520.21Class PT1-I-15B (3) $ 5,900,520.21Class PT1-I-16A (2) $ 5,620,843.59Class PT1-I-16B (3) $ 5,620,843.59Class PT1-I-17A (2) $ 5,354,503.11Class PT1-I-17B (3) $ 5,354,503.11Class PT1-I-18A (2) $ 5,100,859.80Class PT1-I-18B (3) $ 5,100,859.80Class PT1-I-19A (2) $ 4,877,035.64Class PT1-I-19B (3) $ 4,877,035.64Class PT1-I-20A (2) $ 4,658,574.58Class PT1-I-20B (3) $ 4,658,574.58Class PT1-I-21A (2) $ 4,890,842.47Class PT1-I-21B (3) $ 4,890,842.47Class PT1-I-22A (2) $ 8,400,254.87Class PT1-I-22B (3) $ 8,400,254.87Class PT1-I-23A (2) $12,014,233.29Class PT1-I-23B (3) $12,014,233.29Class PT1-I-24A (2) $ 9,757,566.86Class PT1-I-24B (3) $ 9,757,566.86Class PT1-I-25A (2) $ 6,183,371.60Class PT1-I-25B (3) $ 6,183,371.60Class PT1-I-26A (2) $ 1,549,877.04Class PT1-I-26B (3) $ 1,549,877.04Class PT1-I-27A (2) $ 794,629.91Class PT1-I-27B (3) $ 794,629.91Class PT1-I-28A (2) $ 2,407,229.00Class PT1-I-28B (3) $ 2,407,229.00Class PT1-I-29A (2) $ 2,270,962.35Class PT1-I-29B (3) $ 2,270,962.35Class PT1-I-30A (2) $ 2,143,636.26Class PT1-I-30B (3) $ 2,143,636.26Class PT1-I-31A (2) $ 2,023,629.89Class PT1-I-31B (3) $ 2,023,629.89Class PT1-I-32A (2) $ 1,910,515.19Class PT1-I-32B (3) $ 1,910,515.19Class PT1-I-33A (2) $ 1,803,916.16Class PT1-I-33B (3) $ 1,803,916.16Class PT1-I-34A (2) $ 1,702,962.47Class PT1-I-34B (3) $ 1,702,962.47Class PT1-I-35A (2) $ 1,608,248.17Class PT1-I-35B (3) $ 1,608,248.17Class PT1-I-36A (2) $ 1,518,947.74Class PT1-I-36B (3) $ 1,518,947.74Class PT1-I-37A (2) $ 1,434,745.70Class PT1-I-37B (3) $ 1,434,745.70Class PT1-I-38A (2) $ 1,355,345.48Class PT1-I-38B (3) $ 1,355,345.48Class PT1-I-39A (2) $ 1,280,464.45Class PT1-I-39B (3) $ 1,280,464.45Class PT1-I-40A (2) $ 1,209,802.36Class PT1-I-40B (3) $ 1,209,802.36Class PT1-I-41A (2) $ 1,143,201.98Class PT1-I-41B (3) $ 1,143,201.98Class PT1-I-42A (2) $ 1,080,380.95Class PT1-I-42B (3) $ 1,080,380.95Class PT1-I-43A (2) $ 1,021,119.71Class PT1-I-43B (3) $ 1,021,119.71Class PT1-I-44A (2) $ 965,212.56Class PT1-I-44B (3) $ 965,212.56Class PT1-I-45A (2) $ 921,843.57Class PT1-I-45B (3) $ 921,843.57Class PT1-I-46A (2) $ 915,811.67Class PT1-I-46B (3) $ 915,811.67Class PT1-I-47A (2) $ 865,955.07Class PT1-I-47B (3) $ 865,955.07Class PT1-I-48A (2) $ 818,904.59Class PT1-I-48B (3) $ 818,904.59Class PT1-I-49A (2) $ 774,498.54Class PT1-I-49B (3) $ 774,498.54Class PT1-I-50A (2) $ 732,584.52Class PT1-I-50B (3) $ 732,584.52Class PT1-I-51A (2) $ 693,019.49Class PT1-I-51B (3) $ 693,019.49Class PT1-I-52A (2) $ 655,667.94Class PT1-I-52B (3) $ 655,667.94Class PT1-I-53A (2) $ 620,403.33Class PT1-I-53B (3) $ 620,403.33Class PT1-I-54A (2) $ 587,105.62Class PT1-I-54B (3) $ 587,105.62Class PT1-I-55A (2) $ 555,662.23Class PT1-I-55B (3) $ 555,662.23Class PT1-I-56A (2) $ 525,967.33Class PT1-I-56B (3) $ 525,967.33Class PT1-I-57A (2) $ 498,009.38Class PT1-I-57B (3) $ 498,009.38Class PT1-I-58A (2) $ 472,237.48Class PT1-I-58B (3) $ 472,237.48Class PT1-I-59A (2) $ 447,113.31Class PT1-I-59B (3) $ 447,113.31Class PT1-I-60A (2) $ 423,391.93Class PT1-I-60B (3) $ 423,391.93Class PT1-I-61A (2) $ 6,949,291.40Class PT1-I-61B (3) $ 6,949,291.40Class PT1-II-1 (4) $17,193,585.61Class PT1-II-2A (5) $11,006,807.65Class PT1-II-2B (6) $11,006,807.65Class PT1-II-3A (5) $12,825,840.26Class PT1-II-3B (6) $12,825,840.26Class PT1-II-4A (5) $14,603,702.52Class PT1-II-4B (6) $14,603,702.52Class PT1-II-5A (5) $16,318,264.67Class PT1-II-5B (6) $16,318,264.67Class PT1-II-6A (5) $17,958,013.70Class PT1-II-6B (6) $17,958,013.70Class PT1-II-7A (5) $19,501,564.18Class PT1-II-7B (6) $19,501,564.18Class PT1-II-8A (5) $20,933,898.24Class PT1-II-8B (6) $20,933,898.24Class PT1-II-9A (5) $22,082,324.93Class PT1-II-9B (6) $22,082,324.93Class PT1-II-10A (5) $22,119,534.49Class PT1-II-10B (6) $22,119,534.49Class PT1-II-11A (5) $21,069,564.34Class PT1-II-11B (6) $21,069,564.34Class PT1-II-12A (5) $20,069,719.20Class PT1-II-12B (6) $20,069,719.20Class PT1-II-13A (5) $19,117,595.95Class PT1-II-13B (6) $19,117,595.95Class PT1-II-14A (5) $18,210,906.40Class PT1-II-14B (6) $18,210,906.40Class PT1-II-15A (5) $17,347,352.29Class PT1-II-15B (6) $17,347,352.29Class PT1-II-16A (5) $16,525,111.41Class PT1-II-16B (6) $16,525,111.41Class PT1-II-17A (5) $15,742,078.39Class PT1-II-17B (6) $15,742,078.39Class PT1-II-18A (5) $14,996,374.70Class PT1-II-18B (6) $14,996,374.70Class PT1-II-19A (5) $14,338,338.36Class PT1-II-19B (6) $14,338,338.36Class PT1-II-20A (5) $13,696,069.42Class PT1-II-20B (6) $13,696,069.42Class PT1-II-21A (5) $14,378,930.03Class PT1-II-21B (6) $14,378,930.03Class PT1-II-22A (5) $24,696,497.13Class PT1-II-22B (6) $24,696,497.13Class PT1-II-23A (5) $35,321,485.21Class PT1-II-23B (6) $35,321,485.21Class PT1-II-24A (5) $28,686,953.64Class PT1-II-24B (6) $28,686,953.64Class PT1-II-25A (5) $18,178,926.90Class PT1-II-25B (6) $18,178,926.90Class PT1-II-26A (5) $ 4,556,591.96Class PT1-II-26B (6) $ 4,556,591.96Class PT1-II-27A (5) $ 2,336,188.09Class PT1-II-27B (6) $ 2,336,188.09Class PT1-II-28A (5) $ 7,077,181.00Class PT1-II-28B (6) $ 7,077,181.00Class PT1-II-29A (5) $ 6,676,561.15Class PT1-II-29B (6) $ 6,676,561.15Class PT1-II-30A (5) $ 6,302,226.24Class PT1-II-30B (6) $ 6,302,226.24Class PT1-II-31A (5) $ 5,949,411.11Class PT1-II-31B (6) $ 5,949,411.11Class PT1-II-32A (5) $ 5,616,857.31Class PT1-II-32B (6) $ 5,616,857.31Class PT1-II-33A (5) $ 5,303,459.34Class PT1-II-33B (6) $ 5,303,459.34Class PT1-II-34A (5) $ 5,006,658.53Class PT1-II-34B (6) $ 5,006,658.53Class PT1-II-35A (5) $ 4,728,201.33Class PT1-II-35B (6) $ 4,728,201.33Class PT1-II-36A (5) $ 4,465,660.76Class PT1-II-36B (6) $ 4,465,660.76Class PT1-II-37A (5) $ 4,218,109.30Class PT1-II-37B (6) $ 4,218,109.30Class PT1-II-38A (5) $ 3,984,675.02Class PT1-II-38B (6) $ 3,984,675.02Class PT1-II-39A (5) $ 3,764,527.05Class PT1-II-39B (6) $ 3,764,527.05Class PT1-II-40A (5) $ 3,556,782.64Class PT1-II-40B (6) $ 3,556,782.64Class PT1-II-41A (5) $ 3,360,979.52Class PT1-II-41B (6) $ 3,360,979.52Class PT1-II-42A (5) $ 3,176,287.55Class PT1-II-42B (6) $ 3,176,287.55Class PT1-II-43A (5) $ 3,002,061.29Class PT1-II-43B (6) $ 3,002,061.29Class PT1-II-44A (5) $ 2,837,695.94Class PT1-II-44B (6) $ 2,837,695.94Class PT1-II-45A (5) $ 2,710,192.43Class PT1-II-45B (6) $ 2,710,192.43Class PT1-II-46A (5) $ 2,692,458.83Class PT1-II-46B (6) $ 2,692,458.83Class PT1-II-47A (5) $ 2,545,881.93Class PT1-II-47B (6) $ 2,545,881.93Class PT1-II-48A (5) $ 2,407,554.91Class PT1-II-48B (6) $ 2,407,554.91Class PT1-II-49A (5) $ 2,277,002.46Class PT1-II-49B (6) $ 2,277,002.46Class PT1-II-50A (5) $ 2,153,776.48Class PT1-II-50B (6) $ 2,153,776.48Class PT1-II-51A (5) $ 2,037,456.51Class PT1-II-51B (6) $ 2,037,456.51Class PT1-II-52A (5) $ 1,927,644.06Class PT1-II-52B (6) $ 1,927,644.06Class PT1-II-53A (5) $ 1,823,967.17Class PT1-II-53B (6) $ 1,823,967.17Class PT1-II-54A (5) $ 1,726,072.88Class PT1-II-54B (6) $ 1,726,072.88Class PT1-II-55A (5) $ 1,633,630.27Class PT1-II-55B (6) $ 1,633,630.27Class PT1-II-56A (5) $ 1,546,328.17Class PT1-II-56B (6) $ 1,546,328.17Class PT1-II-57A (5) $ 1,464,132.62Class PT1-II-57B (6) $ 1,464,132.62Class PT1-II-58A (5) $ 1,388,364.02Class PT1-II-58B (6) $ 1,388,364.02Class PT1-II-59A (5) $ 1,314,499.69Class PT1-II-59B (6) $ 1,314,499.69Class PT1-II-60A (5) $ 1,244,759.57Class PT1-II-60B (6) $ 1,244,759.57Class PT1-II-61A (5) $20,430,708.10Class PT1-II-61B (6) $20,430,708.10Class PT1-R (7) $ 100- ——————–(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 equal to the applicable Fixed Swap Rate.(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) the applicable Fixed Swap Rate.(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 equal to the applicable Fixed Swap Rate.(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) the applicable Fixed Swap Rate.(7) The Class PT1-R Interest shall not bear interest. On each Distribution Date, the Securities Administrator shall firstpay from the Trust Fund and charge as an expense of Pooling-Tier REMIC-1 allexpenses of the Trust for such Distribution Date. Such expense, other thanServicing Fees and Trustee Fees, shall be allocated in the same manner asRealized Losses. On each Distribution Date, the interest distributable in respect ofthe Mortgage Loans from the related Loan Group for such Distribution Date shallbe deemed to be distributed to the Pooling-Tier REMIC-1 Regular Interests at therates shown above. On each Distribution Date, Realized Losses, Subsequent Recoveriesand payments of principal in respect of the Group I Mortgage Loans shall beallocated to the Class RC Certificates pursuant to Section 4.02(a)(iii) untilits Class Certificate Balance is reduced to zero, then to the outstandingPooling-Tier REMIC-1 Regular Interest relating to Loan Group I with the lowestnumerical denomination (other than the Class PT1-I-1 Interest) until thePooling-Tier REMIC-1 Principal Amount of such interest is reduced to zero,provided that, with respect to Pooling-Tier REMIC-1 Regular Interests relatingto Loan Group I with the same numerical denomination, such Realized Losses andpayments of principal shall be allocated pro rata between such Pooling-TierREMIC-1 Regular Interests, and then to the Class PT1-I-1 Interest until thePooling-Tier REMIC-1 Principal Amount of such interest is reduced to zero. On each Distribution Date, Realized Losses, Subsequent Recoveriesand payments of principal in respect of the Group II Mortgage Loans shall beallocated to the outstanding Pooling-Tier REMIC-1 Regular Interest relating toLoan Group II with the lowest numerical denomination (other than the ClassPT1-II-1 Interest) until the Pooling-Tier REMIC-1 Principal Amount of suchinterest is reduced to zero, provided that, with respect to Pooling-Tier REMIC-1Regular Interests relating to Loan Group II with the same numericaldenomination, such Realized Losses and payments of principal shall be allocatedpro rata between such Pooling-Tier REMIC-1 Regular Interests, and then to theClass PT1-II-1 Interest until the Pooling-Tier REMIC-1 Principal Amount of suchinterest is reduced to zero. Pooling-Tier REMIC-2 Pooling-Tier REMIC-2 shall issue the following interests inPooling-Tier REMIC-2, and each such interest, other than the Class PT2-RInterest, 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 toLoan Group I and Pooling Tier REMIC-2 Interests with a “II” in their designationshall relate to Loan Group II. The Class PT2-R Interest is hereby designated asthe sole class of residual interest in Pooling-Tier REMIC-2 and shall berepresented by the Class R Certificates.

Pooling-Tier Pooling-Tier REMIC-2 Corresponding Corresponding Corresponding Pooling-Tier REMIC-2 REMIC-2 Initial Principal Pooling-Tier REMIC-2 Pooling-Tier REMIC-1 Scheduled Crossover Interest Interest Rate Amount IO Regular Interest Distribution Date- ———————– ————— ——————— ——————— ———————- ——————– Class PT2-I-1 (1) $ 5,848,068.08 N/A N/A N/AClass PT2-I-2A (2) $ 3,743,850.35 Class PT2-I-IO-2 N/A N/AClass PT2-I-2B (3) $ 3,743,850.35 N/A N/A N/AClass PT2-I-3A (2) $ 4,362,575.24 Class PT2-I-IO-3 N/A N/AClass PT2-I-3B (3) $ 4,362,575.24 N/A N/A N/AClass PT2-I-4A (2) $ 4,967,296.48 Class PT2-I-IO-4 N/A N/AClass PT2-I-4B (3) $ 4,967,296.48 N/A N/A N/AClass PT2-I-5A (2) $ 5,550,486.83 Class PT2-I-IO-5 N/A N/AClass PT2-I-5B (3) $ 5,550,486.83 N/A N/A N/AClass PT2-I-6A (2) $ 6,108,230.30 Class PT2-I-IO-6 N/A N/AClass PT2-I-6B (3) $ 6,108,230.30 N/A N/A N/AClass PT2-I-7A (2) $ 6,633,252.82 Class PT2-I-IO-7 N/A N/AClass PT2-I-7B (3) $ 6,633,252.82 N/A N/A N/AClass PT2-I-8A (2) $ 7,120,446.26 Class PT2-I-IO-8 N/A N/AClass PT2-I-8B (3) $ 7,120,446.26 N/A N/A N/AClass PT2-I-9A (2) $ 7,511,071.57 Class PT2-I-IO-9 N/A N/AClass PT2-I-9B (3) $ 7,511,071.57 N/A N/A N/AClass PT2-I-10A (2) $ 7,523,728.01 Class PT2-I-IO-10 N/A N/AClass PT2-I-10B (3) $ 7,523,728.01 N/A N/A N/AClass PT2-I-11A (2) $ 7,166,591.66 Class PT2-I-IO-11 N/A N/AClass PT2-I-11B (3) $ 7,166,591.66 N/A N/A N/AClass PT2-I-12A (2) $ 6,826,504.80 Class PT2-I-IO-12 N/A N/AClass PT2-I-12B (3) $ 6,826,504.80 N/A N/A N/AClass PT2-I-13A (2) $ 6,502,650.05 Class PT2-I-IO-13 N/A N/AClass PT2-I-13B (3) $ 6,502,650.05 N/A N/A N/AClass PT2-I-14A (2) $ 6,194,249.10 Class PT2-I-IO-14 N/A N/AClass PT2-I-14B (3) $ 6,194,249.10 N/A N/A N/AClass PT2-I-15A (2) $ 5,900,520.21 Class PT2-I-IO-15 N/A N/AClass PT2-I-15B (3) $ 5,900,520.21 N/A N/A N/AClass PT2-I-16A (2) $ 5,620,843.59 Class PT2-I-IO-16 N/A N/AClass PT2-I-16B (3) $ 5,620,843.59 N/A N/A N/AClass PT2-I-17A (2) $ 5,354,503.11 Class PT2-I-IO-17 N/A N/AClass PT2-I-17B (3) $ 5,354,503.11 N/A N/A N/AClass PT2-I-18A (2) $ 5,100,859.80 Class PT2-I-IO-18 N/A N/AClass PT2-I-18B (3) $ 5,100,859.80 N/A N/A N/AClass PT2-I-19A (2) $ 4,877,035.64 Class PT2-I-IO-19 N/A N/AClass PT2-I-19B (3) $ 4,877,035.64 N/A N/A N/AClass PT2-I-20A (2) $ 4,658,574.58 Class PT2-I-IO-20 N/A N/AClass PT2-I-20B (3) $ 4,658,574.58 N/A N/A N/AClass PT2-I-21A (2) $ 4,890,842.47 Class PT2-I-IO-21 N/A N/AClass PT2-I-21B (3) $ 4,890,842.47 N/A N/A N/AClass PT2-I-22A (2) $ 8,400,254.87 Class PT2-I-IO-22 N/A N/AClass PT2-I-22B (3) $ 8,400,254.87 N/A N/A N/AClass PT2-I-23A (2) $ 12,014,233.29 Class PT2-I-IO-23 N/A N/AClass PT2-I-23B (3) $ 12,014,233.29 N/A N/A N/AClass PT2-I-24A (2) $ 9,757,566.86 Class PT2-I-IO-24 N/A N/AClass PT2-I-24B (3) $ 9,757,566.86 N/A N/A N/AClass PT2-I-25A (2) $ 6,183,371.60 Class PT2-I-IO-25 N/A N/AClass PT2-I-25B (3) $ 6,183,371.60 N/A N/A N/AClass PT2-I-26A (2) $ 1,549,877.04 Class PT2-I-IO-26 N/A N/AClass PT2-I-26B (3) $ 1,549,877.04 N/A N/A N/AClass PT2-I-27A (2) $ 794,629.91 Class PT2-I-IO-27 N/A N/AClass PT2-I-27B (3) $ 794,629.91 N/A N/A N/AClass PT2-I-28A (2) $ 2,407,229.00 Class PT2-I-IO-28 N/A N/AClass PT2-I-28B (3) $ 2,407,229.00 N/A N/A N/AClass PT2-I-29A (2) $ 2,270,962.35 Class PT2-I-IO-29 N/A N/AClass PT2-I-29B (3) $ 2,270,962.35 N/A N/A N/AClass PT2-I-30A (2) $ 2,143,636.26 Class PT2-I-IO-30 N/A N/AClass PT2-I-30B (3) $ 2,143,636.26 N/A N/A N/AClass PT2-I-31A (2) $ 2,023,629.89 Class PT2-I-IO-31 N/A N/AClass PT2-I-31B (3) $ 2,023,629.89 N/A N/A N/AClass PT2-I-32A (2) $ 1,910,515.19 Class PT2-I-IO-32 N/A N/AClass PT2-I-32B (3) $ 1,910,515.19 N/A N/A N/AClass PT2-I-33A (2) $ 1,803,916.16 Class PT2-I-IO-33 N/A N/AClass PT2-I-33B (3) $ 1,803,916.16 N/A N/A N/AClass PT2-I-34A (2) $ 1,702,962.47 Class PT2-I-IO-34 N/A N/AClass PT2-I-34B (3) $ 1,702,962.47 N/A N/A N/AClass PT2-I-35A (2) $ 1,608,248.17 Class PT2-I-IO-35 N/A N/AClass PT2-I-35B (3) $ 1,608,248.17 N/A N/A N/AClass PT2-I-36A (2) $ 1,518,947.74 Class PT2-I-IO-36 N/A N/AClass PT2-I-36B (3) $ 1,518,947.74 N/A N/A N/AClass PT2-I-37A (2) $ 1,434,745.70 Class PT2-I-IO-37 N/A N/AClass PT2-I-37B (3) $ 1,434,745.70 N/A N/A N/AClass PT2-I-38A (2) $ 1,355,345.48 Class PT2-I-IO-38 N/A N/AClass PT2-I-38B (3) $ 1,355,345.48 N/A N/A N/AClass PT2-I-39A (2) $ 1,280,464.45 Class PT2-I-IO-39 N/A N/AClass PT2-I-39B (3) $ 1,280,464.45 N/A N/A N/AClass PT2-I-40A (2) $ 1,209,802.36 Class PT2-I-IO-40 N/A N/AClass PT2-I-40B (3) $ 1,209,802.36 N/A N/A N/AClass PT2-I-41A (2) $ 1,143,201.98 Class PT2-I-IO-41 N/A N/AClass PT2-I-41B (3) $ 1,143,201.98 N/A N/A N/AClass PT2-I-42A (2) $ 1,080,380.95 Class PT2-I-IO-42 N/A N/AClass PT2-I-42B (3) $ 1,080,380.95 N/A N/A N/AClass PT2-I-43A (2) $ 1,021,119.71 Class PT2-I-IO-43 N/A N/AClass PT2-I-43B (3) $ 1,021,119.71 N/A N/A N/AClass PT2-I-44A (2) $ 965,212.56 Class PT2-I-IO-44 N/A N/AClass PT2-I-44B (3) $ 965,212.56 N/A N/A N/AClass PT2-I-45A (2) $ 921,843.57 Class PT2-I-IO-45 N/A N/AClass PT2-I-45B (3) $ 921,843.57 N/A N/A N/AClass PT2-I-46A (2) $ 915,811.67 Class PT2-I-IO-46 N/A N/AClass PT2-I-46B (3) $ 915,811.67 N/A N/A N/AClass PT2-I-47A (2) $ 865,955.07 Class PT2-I-IO-47 N/A N/AClass PT2-I-47B (3) $ 865,955.07 N/A N/A N/AClass PT2-I-48A (2) $ 818,904.59 Class PT2-I-IO-48 N/A N/AClass PT2-I-48B (3) $ 818,904.59 N/A N/A N/AClass PT2-I-49A (2) $ 774,498.54 Class PT2-I-IO-49 N/A N/AClass PT2-I-49B (3) $ 774,498.54 N/A N/A N/AClass PT2-I-50A (2) $ 732,584.52 Class PT2-I-IO-50 N/A N/AClass PT2-I-50B (3) $ 732,584.52 N/A N/A N/AClass PT2-I-51A (2) $ 693,019.49 Class PT2-I-IO-51 N/A N/AClass PT2-I-51B (3) $ 693,019.49 N/A N/A N/AClass PT2-I-52A (2) $ 655,667.94 Class PT2-I-IO-52 N/A N/AClass PT2-I-52B (3) $ 655,667.94 N/A N/A N/AClass PT2-I-53A (2) $ 620,403.33 Class PT2-I-IO-53 N/A N/AClass PT2-I-53B (3) $ 620,403.33 N/A N/A N/AClass PT2-I-54A (2) $ 587,105.62 Class PT2-I-IO-54 N/A N/AClass PT2-I-54B (3) $ 587,105.62 N/A N/A N/AClass PT2-I-55A (2) $ 555,662.23 Class PT2-I-IO-55 N/A N/AClass PT2-I-55B (3) $ 555,662.23 N/A N/A N/AClass PT2-I-56A (2) $ 525,967.33 Class PT2-I-IO-56 N/A N/AClass PT2-I-56B (3) $ 525,967.33 N/A N/A N/AClass PT2-I-57A (2) $ 498,009.38 Class PT2-I-IO-57 N/A N/AClass PT2-I-57B (3) $ 498,009.38 N/A N/A N/AClass PT2-I-58A (2) $ 472,237.48 Class PT2-I-IO-58 N/A N/AClass PT2-I-58B (3) $ 472,237.48 N/A N/A N/AClass PT2-I-59A (2) $ 447,113.31 Class PT2-I-IO-59 N/A N/AClass PT2-I-59B (3) $ 447,113.31 N/A N/A N/AClass PT2-I-60A (2) $ 423,391.93 Class PT2-I-IO-60 N/A N/AClass PT2-I-60B (3) $ 423,391.93 N/A N/A N/AClass PT2-I-61A (2) $ 6,949,291.40 Class PT2-I-IO-61 N/A N/AClass PT2-I-61B (3) $ 6,949,291.40 N/A N/A N/AClass PT2-I-IO-2 (4) (4) N/A Class PT1-I-2A June 2006Class PT2-I-IO-3 (4) (4) N/A Class PT1-I-3A July 2006Class PT2-I-IO-4 (4) (4) N/A Class PT1-I-4A August 2006Class PT2-I-IO-5 (4) (4) N/A Class PT1-I-5A September 2006Class PT2-I-IO-6 (4) (4) N/A Class PT1-I-6A October 2006Class PT2-I-IO-7 (4) (4) N/A Class PT1-I-7A November 2006Class PT2-I-IO-8 (4) (4) N/A Class PT1-I-8A December 2006Class PT2-I-IO-9 (4) (4) N/A Class PT1-I-9A January 2007Class PT2-I-IO-10 (4) (4) N/A Class PT1-I-10A February 2007Class PT2-I-IO-11 (4) (4) N/A Class PT1-I-11A March 2007Class PT2-I-IO-12 (4) (4) N/A Class PT1-I-12A April 2007Class PT2-I-IO-13 (4) (4) N/A Class PT1-I-13A May 2007Class PT2-I-IO-14 (4) (4) N/A Class PT1-I-14A June 2007Class PT2-I-IO-15 (4) (4) N/A Class PT1-I-15A July 2007Class PT2-I-IO-16 (4) (4) N/A Class PT1-I-16A August 2007Class PT2-I-IO-17 (4) (4) N/A Class PT1-I-17A September 2007Class PT2-I-IO-18 (4) (4) N/A Class PT1-I-18A October 2007Class PT2-I-IO-19 (4) (4) N/A Class PT1-I-19A November 2007Class PT2-I-IO-20 (4) (4) N/A Class PT1-I-20A December 2007Class PT2-I-IO-21 (4) (4) N/A Class PT1-I-21A January 2008Class PT2-I-IO-22 (4) (4) N/A Class PT1-I-22A February 2008Class PT2-I-IO-23 (4) (4) N/A Class PT1-I-23A March 2008Class PT2-I-IO-24 (4) (4) N/A Class PT1-I-24A April 2008Class PT2-I-IO-25 (4) (4) N/A Class PT1-I-25A May 2008Class PT2-I-IO-26 (4) (4) N/A Class PT1-I-26A June 2008Class PT2-I-IO-27 (4) (4) N/A Class PT1-I-27A July 2008Class PT2-I-IO-28 (4) (4) N/A Class PT1-I-28A August 2008Class PT2-I-IO-29 (4) (4) N/A Class PT1-I-29A September 2008Class PT2-I-IO-30 (4) (4) N/A Class PT1-I-30A October 2008Class PT2-I-IO-31 (4) (4) N/A Class PT1-I-31A November 2008Class PT2-I-IO-32 (4) (4) N/A Class PT1-I-32A December 2008Class PT2-I-IO-33 (4) (4) N/A Class PT1-I-33A January 2009Class PT2-I-IO-34 (4) (4) N/A Class PT1-I-34A February 2009Class PT2-I-IO-35 (4) (4) N/A Class PT1-I-35A March 2009Class PT2-I-IO-36 (4) (4) N/A Class PT1-I-36A April 2009Class PT2-I-IO-37 (4) (4) N/A Class PT1-I-37A May 2009Class PT2-I-IO-38 (4) (4) N/A Class PT1-I-38A June 2009Class PT2-I-IO-39 (4) (4) N/A Class PT1-I-39A July 2009Class PT2-I-IO-40 (4) (4) N/A Class PT1-I-40A August 2009Class PT2-I-IO-41 (4) (4) N/A Class PT1-I-41A September 2009Class PT2-I-IO-42 (4) (4) N/A Class PT1-I-42A October 2009Class PT2-I-IO-43 (4) (4) N/A Class PT1-I-43A November 2009Class PT2-I-IO-44 (4) (4) N/A Class PT1-I-44A December 2009Class PT2-I-IO-45 (4) (4) N/A Class PT1-I-45A January 2010Class PT2-I-IO-46 (4) (4) N/A Class PT1-I-46A February 2010Class PT2-I-IO-47 (4) (4) N/A Class PT1-I-47A March 2010Class PT2-I-IO-48 (4) (4) N/A Class PT1-I-48A April 2010Class PT2-I-IO-49 (4) (4) N/A Class PT1-I-49A May 2010Class PT2-I-IO-50 (4) (4) N/A Class PT1-I-50A June 2010Class PT2-I-IO-51 (4) (4) N/A Class PT1-I-51A July 2010Class PT2-I-IO-52 (4) (4) N/A Class PT1-I-52A August 2010Class PT2-I-IO-53 (4) (4) N/A Class PT1-I-53A September 2010Class PT2-I-IO-54 (4) (4) N/A Class PT1-I-54A October 2010Class PT2-I-IO-55 (4) (4) N/A Class PT1-I-55A November 2010Class PT2-I-IO-56 (4) (4) N/A Class PT1-I-56A December 2010Class PT2-I-IO-57 (4) (4) N/A Class PT1-I-57A January 2011Class PT2-I-IO-58 (4) (4) N/A Class PT1-I-58A February 2011Class PT2-I-IO-59 (4) (4) N/A Class PT1-I-59A March 2011Class PT2-I-IO-60 (4) (4) N/A Class PT1-I-60A April 2011Class PT2-I-IO-61 (4) (4) N/A Class PT1-I-61A May 2011Class PT2-II-1 (5) $ 17,193,585.61 N/A N/A N/AClass PT2-II-2A (6) $ 11,006,807.65 Class PT2-II-IO-2 N/A N/AClass PT2-II-2B (7) $ 11,006,807.65 N/A N/A N/AClass PT2-II-3A (6) $ 12,825,840.26 Class PT2-II-IO-3 N/A N/AClass PT2-II-3B (7) $ 12,825,840.26 N/A N/A N/AClass PT2-II-4A (6) $ 14,603,702.52 Class PT2-II-IO-4 N/A N/AClass PT2-II-4B (7) $ 14,603,702.52 N/A N/A N/AClass PT2-II-5A (6) $ 16,318,264.67 Class PT2-II-IO-5 N/A N/AClass PT2-II-5B (7) $ 16,318,264.67 N/A N/A N/AClass PT2-II-6A (6) $ 17,958,013.70 Class PT2-II-IO-6 N/A N/AClass PT2-II-6B (7) $ 17,958,013.70 N/A N/A N/AClass PT2-II-7A (6) $ 19,501,564.18 Class PT2-II-IO-7 N/A N/AClass PT2-II-7B (7) $ 19,501,564.18 N/A N/A N/AClass PT2-II-8A (6) $ 20,933,898.24 Class PT2-II-IO-8 N/A N/AClass PT2-II-8B (7) $ 20,933,898.24 N/A N/A N/AClass PT2-II-9A (6) $ 22,082,324.93 Class PT2-II-IO-9 N/A N/AClass PT2-II-9B (7) $ 22,082,324.93 N/A N/A N/AClass PT2-II-10A (6) $ 22,119,534.49 Class PT2-II-IO-10 N/A N/AClass PT2-II-10B (7) $ 22,119,534.49 N/A N/A N/AClass PT2-II-11A (6) $ 21,069,564.34 Class PT2-II-IO-11 N/A N/AClass PT2-II-11B (7) $ 21,069,564.34 N/A N/A N/AClass PT2-II-12A (6) $ 20,069,719.20 Class PT2-II-IO-12 N/A N/AClass PT2-II-12B (7) $ 20,069,719.20 N/A N/A N/AClass PT2-II-13A (6) $ 19,117,595.95 Class PT2-II-IO-13 N/A N/AClass PT2-II-13B (7) $ 19,117,595.95 N/A N/A N/AClass PT2-II-14A (6) $ 18,210,906.40 Class PT2-II-IO-14 N/A N/AClass PT2-II-14B (7) $ 18,210,906.40 N/A N/A N/AClass PT2-II-15A (6) $ 17,347,352.29 Class PT2-II-IO-15 N/A N/AClass PT2-II-15B (7) $ 17,347,352.29 N/A N/A N/AClass PT2-II-16A (6) $ 16,525,111.41 Class PT2-II-IO-16 N/A N/AClass PT2-II-16B (7) $ 16,525,111.41 N/A N/A N/AClass PT2-II-17A (6) $ 15,742,078.39 Class PT2-II-IO-17 N/A N/AClass PT2-II-17B (7) $ 15,742,078.39 N/A N/A N/AClass PT2-II-18A (6) $ 14,996,374.70 Class PT2-II-IO-18 N/A N/AClass PT2-II-18B (7) $ 14,996,374.70 N/A N/A N/AClass PT2-II-19A (6) $ 14,338,338.36 Class PT2-II-IO-19 N/A N/AClass PT2-II-19B (7) $ 14,338,338.36 N/A N/A N/AClass PT2-II-20A (6) $ 13,696,069.42 Class PT2-II-IO-20 N/A N/AClass PT2-II-20B (7) $ 13,696,069.42 N/A N/A N/AClass PT2-II-21A (6) $ 14,378,930.03 Class PT2-II-IO-21 N/A N/AClass PT2-II-21B (7) $ 14,378,930.03 N/A N/A N/AClass PT2-II-22A (6) $ 24,696,497.13 Class PT2-II-IO-22 N/A N/AClass PT2-II-22B (7) $ 24,696,497.13 N/A N/A N/AClass PT2-II-23A (6) $ 35,321,485.21 Class PT2-II-IO-23 N/A N/AClass PT2-II-23B (7) $ 35,321,485.21 N/A N/A N/AClass PT2-II-24A (6) $ 28,686,953.64 Class PT2-II-IO-24 N/A N/AClass PT2-II-24B (7) $ 28,686,953.64 N/A N/A N/AClass PT2-II-25A (6) $ 18,178,926.90 Class PT2-II-IO-25 N/A N/AClass PT2-II-25B (7) $ 18,178,926.90 N/A N/A N/AClass PT2-II-26A (6) $ 4,556,591.96 Class PT2-II-IO-26 N/A N/AClass PT2-II-26B (7) $ 4,556,591.96 N/A N/A N/AClass PT2-II-27A (6) $ 2,336,188.09 Class PT2-II-IO-27 N/A N/AClass PT2-II-27B (7) $ 2,336,188.09 N/A N/A N/AClass PT2-II-28A (6) $ 7,077,181.00 Class PT2-II-IO-28 N/A N/AClass PT2-II-28B (7) $ 7,077,181.00 N/A N/A N/AClass PT2-II-29A (6) $ 6,676,561.15 Class PT2-II-IO-29 N/A N/AClass PT2-II-29B (7) $ 6,676,561.15 N/A N/A N/AClass PT2-II-30A (6) $ 6,302,226.24 Class PT2-II-IO-30 N/A N/AClass PT2-II-30B (7) $ 6,302,226.24 N/A N/A N/AClass PT2-II-31A (6) $ 5,949,411.11 Class PT2-II-IO-31 N/A N/AClass PT2-II-31B (7) $ 5,949,411.11 N/A N/A N/AClass PT2-II-32A (6) $ 5,616,857.31 Class PT2-II-IO-32 N/A N/AClass PT2-II-32B (7) $ 5,616,857.31 N/A N/A N/AClass PT2-II-33A (6) $ 5,303,459.34 Class PT2-II-IO-33 N/A N/AClass PT2-II-33B (7) $ 5,303,459.34 N/A N/A N/AClass PT2-II-34A (6) $ 5,006,658.53 Class PT2-II-IO-34 N/A N/AClass PT2-II-34B (7) $ 5,006,658.53 N/A N/A N/AClass PT2-II-35A (6) $ 4,728,201.33 Class PT2-II-IO-35 N/A N/AClass PT2-II-35B (7) $ 4,728,201.33 N/A N/A N/AClass PT2-II-36A (6) $ 4,465,660.76 Class PT2-II-IO-36 N/A N/AClass PT2-II-36B (7) $ 4,465,660.76 N/A N/A N/AClass PT2-II-37A (6) $ 4,218,109.30 Class PT2-II-IO-37 N/A N/AClass PT2-II-37B (7) $ 4,218,109.30 N/A N/A N/AClass PT2-II-38A (6) $ 3,984,675.02 Class PT2-II-IO-38 N/A N/AClass PT2-II-38B (7) $ 3,984,675.02 N/A N/A N/AClass PT2-II-39A (6) $ 3,764,527.05 Class PT2-II-IO-39 N/A N/AClass PT2-II-39B (7) $ 3,764,527.05 N/A N/A N/AClass PT2-II-40A (6) $ 3,556,782.64 Class PT2-II-IO-40 N/A N/AClass PT2-II-40B (7) $ 3,556,782.64 N/A N/A N/AClass PT2-II-41A (6) $ 3,360,979.52 Class PT2-II-IO-41 N/A N/AClass PT2-II-41B (7) $ 3,360,979.52 N/A N/A N/AClass PT2-II-42A (6) $ 3,176,287.55 Class PT2-II-IO-42 N/A N/AClass PT2-II-42B (7) $ 3,176,287.55 N/A N/A N/AClass PT2-II-43A (6) $ 3,002,061.29 Class PT2-II-IO-43 N/A N/AClass PT2-II-43B (7) $ 3,002,061.29 N/A N/A N/AClass PT2-II-44A (6) $ 2,837,695.94 Class PT2-II-IO-44 N/A N/AClass PT2-II-44B (7) $ 2,837,695.94 N/A N/A N/AClass PT2-II-45A (6) $ 2,710,192.43 Class PT2-II-IO-45 N/A N/AClass PT2-II-45B (7) $ 2,710,192.43 N/A N/A N/AClass PT2-II-46A (6) $ 2,692,458.83 Class PT2-II-IO-46 N/A N/AClass PT2-II-46B (7) $ 2,692,458.83 N/A N/A N/AClass PT2-II-47A (6) $ 2,545,881.93 Class PT2-II-IO-47 N/A N/AClass PT2-II-47B (7) $ 2,545,881.93 N/A N/A N/AClass PT2-II-48A (6) $ 2,407,554.91 Class PT2-II-IO-48 N/A N/AClass PT2-II-48B (7) $ 2,407,554.91 N/A N/A N/AClass PT2-II-49A (6) $ 2,277,002.46 Class PT2-II-IO-49 N/A N/AClass PT2-II-49B (7) $ 2,277,002.46 N/A N/A N/AClass PT2-II-50A (6) $ 2,153,776.48 Class PT2-II-IO-50 N/A N/AClass PT2-II-50B (7) $ 2,153,776.48 N/A N/A N/AClass PT2-II-51A (6) $ 2,037,456.51 Class PT2-II-IO-51 N/A N/AClass PT2-II-51B (7) $ 2,037,456.51 N/A N/A N/AClass PT2-II-52A (6) $ 1,927,644.06 Class PT2-II-IO-52 N/A N/AClass PT2-II-52B (7) $ 1,927,644.06 N/A N/A N/AClass PT2-II-53A (6) $ 1,823,967.17 Class PT2-II-IO-53 N/A N/AClass PT2-II-53B (7) $ 1,823,967.17 N/A N/A N/AClass PT2-II-54A (6) $ 1,726,072.88 Class PT2-II-IO-54 N/A N/AClass PT2-II-54B (7) $ 1,726,072.88 N/A N/A N/AClass PT2-II-55A (6) $ 1,633,630.27 Class PT2-II-IO-55 N/A N/AClass PT2-II-55B (7) $ 1,633,630.27 N/A N/A N/AClass PT2-II-56A (6) $ 1,546,328.17 Class PT2-II-IO-56 N/A N/AClass PT2-II-56B (7) $ 1,546,328.17 N/A N/A N/AClass PT2-II-57A (6) $ 1,464,132.62 Class PT2-II-IO-57 N/A N/AClass PT2-II-57B (7) $ 1,464,132.62 N/A N/A N/AClass PT2-II-58A (6) $ 1,388,364.02 Class PT2-II-IO-58 N/A N/AClass PT2-II-58B (7) $ 1,388,364.02 N/A N/A N/AClass PT2-II-59A (6) $ 1,314,499.69 Class PT2-II-IO-59 N/A N/AClass PT2-II-59B (7) $ 1,314,499.69 N/A N/A N/AClass PT2-II-60A (6) $ 1,244,759.57 Class PT2-II-IO-60 N/A N/AClass PT2-II-60B (7) $ 1,244,759.57 N/A N/A N/AClass PT2-II-61A (6) $ 20,430,708.10 Class PT2-II-IO-61 N/A N/AClass PT2-II-61B (7) $ 20,430,708.10 N/A N/A N/AClass PT2-II-IO-2 (4) (4) N/A Class PT1-II-2A June 2006Class PT2-II-IO-3 (4) (4) N/A Class PT1-II-3A July 2006Class PT2-II-IO-4 (4) (4) N/A Class PT1-II-4A August 2006Class PT2-II-IO-5 (4) (4) N/A Class PT1-II-5A September 2006Class PT2-II-IO-6 (4) (4) N/A Class PT1-II-6A October 2006Class PT2-II-IO-7 (4) (4) N/A Class PT1-II-7A November 2006Class PT2-II-IO-8 (4) (4) N/A Class PT1-II-8A December 2006Class PT2-II-IO-9 (4) (4) N/A Class PT1-II-9A January 2007Class PT2-II-IO-10 (4) (4) N/A Class PT1-II-10A February 2007Class PT2-II-IO-11 (4) (4) N/A Class PT1-II-11A March 2007Class PT2-II-IO-12 (4) (4) N/A Class PT1-II-12A April 2007Class PT2-II-IO-13 (4) (4) N/A Class PT1-II-13A May 2007Class PT2-II-IO-14 (4) (4) N/A Class PT1-II-14A June 2007Class PT2-II-IO-15 (4) (4) N/A Class PT1-II-15A July 2007Class PT2-II-IO-16 (4) (4) N/A Class PT1-II-16A August 2007Class PT2-II-IO-17 (4) (4) N/A Class PT1-II-17A September 2007Class PT2-II-IO-18 (4) (4) N/A Class PT1-II-18A October 2007Class PT2-II-IO-19 (4) (4) N/A Class PT1-II-19A November 2007Class PT2-II-IO-20 (4) (4) N/A Class PT1-II-20A December 2007Class PT2-II-IO-21 (4) (4) N/A Class PT1-II-21A January 2008Class PT2-II-IO-22 (4) (4) N/A Class PT1-II-22A February 2008Class PT2-II-IO-23 (4) (4) N/A Class PT1-II-23A March 2008Class PT2-II-IO-24 (4) (4) N/A Class PT1-II-24A April 2008Class PT2-II-IO-25 (4) (4) N/A Class PT1-II-25A May 2008Class PT2-II-IO-26 (4) (4) N/A Class PT1-II-26A June 2008Class PT2-II-IO-27 (4) (4) N/A Class PT1-II-27A July 2008Class PT2-II-IO-28 (4) (4) N/A Class PT1-II-28A August 2008Class PT2-II-IO-29 (4) (4) N/A Class PT1-II-29A September 2008Class PT2-II-IO-30 (4) (4) N/A Class PT1-II-30A October 2008Class PT2-II-IO-31 (4) (4) N/A Class PT1-II-31A November 2008Class PT2-II-IO-32 (4) (4) N/A Class PT1-II-32A December 2008Class PT2-II-IO-33 (4) (4) N/A Class PT1-II-33A January 2009Class PT2-II-IO-34 (4) (4) N/A Class PT1-II-34A February 2009Class PT2-II-IO-35 (4) (4) N/A Class PT1-II-35A March 2009Class PT2-II-IO-36 (4) (4) N/A Class PT1-II-36A April 2009Class PT2-II-IO-37 (4) (4) N/A Class PT1-II-37A May 2009Class PT2-II-IO-38 (4) (4) N/A Class PT1-II-38A June 2009Class PT2-II-IO-39 (4) (4) N/A Class PT1-II-39A July 2009Class PT2-II-IO-40 (4) (4) N/A Class PT1-II-40A August 2009Class PT2-II-IO-41 (4) (4) N/A Class PT1-II-41A September 2009Class PT2-II-IO-42 (4) (4) N/A Class PT1-II-42A October 2009Class PT2-II-IO-43 (4) (4) N/A Class PT1-II-43A November 2009Class PT2-II-IO-44 (4) (4) N/A Class PT1-II-44A December 2009Class PT2-II-IO-45 (4) (4) N/A Class PT1-II-45A January 2010Class PT2-II-IO-46 (4) (4) N/A Class PT1-II-46A February 2010Class PT2-II-IO-47 (4) (4) N/A Class PT1-II-47A March 2010Class PT2-II-IO-48 (4) (4) N/A Class PT1-II-48A April 2010Class PT2-II-IO-49 (4) (4) N/A Class PT1-II-49A May 2010Class PT2-II-IO-50 (4) (4) N/A Class PT1-II-50A June 2010Class PT2-II-IO-51 (4) (4) N/A Class PT1-II-51A July 2010Class PT2-II-IO-52 (4) (4) N/A Class PT1-II-52A August 2010Class PT2-II-IO-53 (4) (4) N/A Class PT1-II-53A September 2010Class PT2-II-IO-54 (4) (4) N/A Class PT1-II-54A October 2010Class PT2-II-IO-55 (4) (4) N/A Class PT1-II-55A November 2010Class PT2-II-IO-56 (4) (4) N/A Class PT1-II-56A December 2010Class PT2-II-IO-57 (4) (4) N/A Class PT1-II-57A January 2011Class PT2-II-IO-58 (4) (4) N/A Class PT1-II-58A February 2011Class PT2-II-IO-59 (4) (4) N/A Class PT1-II-59A March 2011Class PT2-II-IO-60 (4) (4) N/A Class PT1-II-60A April 2011Class PT2-II-IO-61 (4) (4) N/A Class PT1-II-61A May 2011Class PT2-R (8) $50.00 N/A N/A N/A

– ————–(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 ofthe Mortgage Loans for such Distribution Date shall be distributed to thePooling-Tier REMIC-2 Regular Interests at the Pooling-Tier REMIC-2 InterestRates shown above. On each Distribution Date, Realized Losses, Subsequent Recoveriesand payments of principal in respect of the Group I Mortgage Loans shall beallocated to the Class R Certificates in respect of the Class PT2-R Interestpursuant to Section 4.02(a)(iii) until its Class Certificate Balance is reducedto zero, then to the outstanding Pooling-Tier REMIC-2 Regular Interests (otherthan the Pooling-Tier REMIC-2 IO Interests) relating to Loan Group I with thelowest numerical denomination (other than the Class PT2-I-1 Interest) until thePooling-Tier REMIC-2 Principal Amount of such interest is reduced to zero,provided that, for Pooling-Tier REMIC-2 Regular Interests relating to Loan GroupI with the same numerical denomination, such Realized Losses and payments ofprincipal shall be allocated pro rata between such Pooling-Tier REMIC-2 RegularInterests, and then to the Class PT2-I-1 Interest until the Pooling-Tier REMIC-2Principal Amount of such interest is reduced to zero. On each Distribution Date, Realized Losses, Subsequent Recoveriesand payments of principal in respect of the Group II Mortgage Loans shall beallocated to the outstanding Pooling-Tier REMIC-2 Regular Interests (other thanthe Pooling-Tier REMIC-2 IO Interests) relating to Loan Group II with the lowestnumerical denomination (other than the Class PT2-II-1 Interest) until thePooling-Tier REMIC-2 Principal Amount of such interest is reduced to zero,provided that, for Pooling-Tier REMIC-2 Regular Interests relating to Loan GroupII with the same numerical denomination, such Realized Losses and payments ofprincipal shall be allocated pro rata between such Pooling-Tier REMIC-2 RegularInterests, and then to the Class PT2-II-1 Interest until the Pooling-TierREMIC-2 Principal Amount of such interest is reduced to zero. Lower-Tier REMIC The Lower-Tier REMIC shall issue the following interests, and eachsuch interest, other than the Class LT-R Interest, is hereby designated as aregular interest in the Lower-Tier REMIC. The Class LT-R Interest is herebydesignated as the sole class of residual interest in the Lower-Tier REMIC andshall be represented by the Class R Certificates.

Corresponding Lower-Tier Lower-Tier Initial Lower-Tier Upper-Tier REMIC Regular Interest Interest Rate Principal Amount Regular Interest- —————————- —————— ——————————————– ——————– Class LT-A-1 (1) 1/2 initial Class Certificate Balance of A-1 Corresponding Upper-Tier REMIC Regular InterestClass LT-A-2A (1) 1/2 initial Class Certificate Balance of A-2A Corresponding Upper-Tier REMIC Regular InterestClass LT-A-2B (1) 1/2 initial Class Certificate Balance of A-2B Corresponding Upper-Tier REMIC Regular InterestClass LT-A-2C (1) 1/2 initial Class Certificate Balance of A-2C Corresponding Upper-Tier REMIC Regular InterestClass LT-A-2D (1) 1/2 initial Class Certificate Balance of A-2D Corresponding Upper-Tier REMIC Regular InterestClass LT-M-1 (1) 1/2 initial Class Certificate Balance of M-1 Corresponding Upper-Tier REMIC Regular InterestClass LT-M-2 (1) 1/2 initial Class Certificate Balance of M-2 Corresponding Upper-Tier REMIC Regular InterestClass LT-M-3 (1) 1/2 initial Class Certificate Balance of M-3 Corresponding Upper-Tier REMIC Regular InterestClass LT-M-4 (1) 1/2 initial Class Certificate Balance of M-4 Corresponding Upper-Tier REMIC Regular InterestClass LT-M-5 (1) 1/2 initial Class Certificate Balance of M-5 Corresponding Upper-Tier REMIC Regular InterestClass LT-M-6 (1) 1/2 initial Class Certificate Balance of M-6 Corresponding Upper-Tier REMIC Regular InterestClass LT-M-7 (1) 1/2 initial Class Certificate Balance of M-7 Corresponding Upper-Tier REMIC Regular InterestClass LT-M-8 (1) 1/2 initial Class Certificate Balance of M-8 Corresponding Upper-Tier REMIC Regular InterestClass LT-M-9 (1) 1/2 initial Class Certificate Balance of M-9 Corresponding Upper-Tier REMIC Regular InterestClass LT-B-1 (1) 1/2 initial Class Certificate Balance of B-1 Corresponding Upper-Tier REMIC Regular InterestClass LT-B-2 (1) 1/2 initial Class Certificate Balance of B-2 Corresponding Upper-Tier REMIC Regular InterestClass LT-Accrual (1) 1/2 Pool Principal Balance plus 1/2 N/A 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 $50Class LT-Group I (2) 0.001% aggregate Stated Principal Balance N/A of Group I Mortgage Loans(4)Class LT-Group II (3) 0.001% aggregate Stated Principal Balance N/A of Group II Mortgage Loans(4)Class LT-IO (5) (5) N/AClass LT-3 (6) $50.00Class LT-R (7) (7) N/A

– ————–(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 RX 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 regularinterest in the Lower-Tier REMIC. The Class LT-A-1, Class LT-A-2A, ClassLT-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-M-7, Class LT-M-8, ClassLT-M-9, Class LT-B-1 and Class LT-B-2 Interests are hereby designated theLT-Accretion Directed Classes (the “LT-Accretion Directed Classes”). On each Distribution Date, 50% of the increase in theOvercollateralized Amount shall be payable as a reduction of the Lower-TierPrincipal Amount of the LT-Accretion Directed Classes (each such Class will bereduced by an amount equal to 50% of any increase in the OvercollateralizedAmount that is attributable to a reduction in the Class Certificate Balance ofits Corresponding Class) and shall be accrued and added to the Lower-TierPrincipal Amount of the Class LT-Accrual Interest. On each Distribution Date,the increase in the Lower-Tier Principal Amount of the Class LT-Accrual Interestshall not exceed interest accruals for such Distribution Date for the ClassLT-Accrual Interest. In the event that: (i) 50% of the increase in theOvercollateralized Amount exceeds (ii) interest accruals on the Class LT-AccrualInterest for such Distribution Date, the excess for such Distribution Date(accumulated with all such excesses for all prior Distribution Dates) will beadded to any increase in the Overcollateralized Amount for purposes ofdetermining the amount of interest accrual on the Class LT-Accrual Interestpayable as principal on the LT-Accretion Directed Classes on the nextDistribution Date pursuant to the first sentence of this paragraph. All paymentsof scheduled principal and prepayments of principal generated by the MortgageLoans and all Subsequent Recoveries allocable to principal shall be allocated(i) 50% to the Class LT-Accrual Interest, the Class LT-Group I Interest andClass LT-Group II Interest (and further allocated among these Lower-Tier RegularInterests in the manner described below) and (ii) 50% to the LT-AccretionDirected Classes (such principal payments and Subsequent Recoveries shall beallocated among such LT-Accretion Directed Classes in an amount equal to 50% ofthe principal amounts and Subsequent Recoveries allocated to their respectiveCorresponding Classes), until paid in full. Notwithstanding the above, principalpayments allocated to the Class X Interest that result in the reduction in theOvercollateralized Amount shall be allocated to the Class LT-Accrual Interest(until paid in full). Realized Losses shall be applied so that after alldistributions have been made on each Distribution Date (i) the Lower-TierPrincipal Amount of each of the LT-Accretion Directed Classes is equal to 50% ofthe Class Certificate Balance of their Corresponding Class, and (ii) the ClassLT-Accrual Interest, the Class LT-Group I and the Class LT-Group II Interest(and further allocated among these Lower-Tier Regular Interests in the mannerdescribed below) is equal to 50% of the aggregate Stated Principal Balance ofthe Mortgage Loans plus 50% of the Overcollateralized Amount. Any increase inthe Class Certificate Balance of a Class of LIBOR Certificates as a result of aSubsequent Recovery shall increase the Lower-Tier Principal Amount of theCorresponding Lower-Tier Regular Interest by 50% of such increase, and theremaining 50% of such increase shall increase the Lower-Tier Principal Amount ofthe Class LT-Accrual Interest. As among the Class LT-Accrual Interest, the ClassLT-Group I Interest and the Class LT-Group II Interest, all payments ofscheduled principal and prepayments of principal generated by the MortgageLoans, all Subsequent Recoveries and all Realized Losses, allocable to suchLower-Tier Regular Interests shall be allocated (i) to the Class LT-Group IInterest and the Class LT-Group II Interest, each from the related Loan Group sothat their respective Lower-Tier Principal Amounts (computed to at least eightdecimal places) are equal to 0.001% of the aggregate Stated Principal Balance ofthe Mortgage Loans in the related Loan Group and (ii) the remainder to the ClassLT-Accrual Interest. Upper-Tier REMIC The Upper-Tier REMIC shall issue the following interests, and eachsuch interest, other than the Class UT-R Interest, is hereby designated as aregular interest in the Upper-Tier REMIC. The Class UT-R Interest is herebydesignated as the sole class of residual interests in the Upper-Tier REMIC andshall be represented by the Class R Certificates. Corresponding Upper-Tier REMIC Upper-Tier Initial Principal Class of Interest Interest Rate Upper-Tier Amount Certificates- ——————– —————— ——————— —————–Class A-1 (1) $ 304,472,000 Class A-1Class A-2A (2) $ 517,353,000 Class A-2AClass A-2B (2) $ 176,107,000 Class A-2BClass A-2C (2) $ 151,980,000 Class A-2CClass A-2D (2) $ 49,697,000 Class A-2DClass M-1 (3) $ 63,053,000 Class M-1Class M-2 (3) $ 59,063,000 Class M-2Class M-3 (3) $ 35,916,000 Class M-3Class M-4 (3) $ 31,926,000 Class M-4Class M-5 (3) $ 29,531,000 Class M-5Class M-6 (3) $ 27,137,000 Class M-6Class M-7 (3) $ 25,540,000 Class M-7Class M-8 (3) $ 22,348,000 Class M-8Class M-9 (3) $ 19,156,000 Class M-9Class B-1 (3) $ 19,155,000 Class B-1Class B-2 (3) $ 17,559,000 Class B-2Class UT-IO (4) (4) N/AClass UT-X (5) (5) N/AClass UT-3 (6) $50 N/AClass UT-R (7) (7) Class R- ————–(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 (iii) 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 (iii) 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 $46,293,070.69 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 RX 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 theLower-Tier Interests for such Distribution Date shall be deemed to bedistributed 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 interestbefore any other interest in the Upper-Tier REMIC. On each Distribution Date, all Realized Losses, SubsequentRecoveries and all payments of principal shall be allocated to the Upper-TierInterests until the outstanding principal balance of each such interest equalsthe outstanding Class Certificate Balance of the Corresponding Class ofCertificates 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 regularinterest in the Class X REMIC and the Class RX Certificates shall represent thesole 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 RX 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 RX Certificates do not have an interest rate. Certificates Class Class Certificate Class Designation Pass-Through Rate Balance- ——————– ——————- ——————Class A-1(21) (1) $304,472,000Class A-2A(21) (2) $517,353,000Class A-2B(21) (3) $176,107,000Class A-2C(21) (4) $151,980,000Class A-2D(21) (5) $ 49,697,000Class M-1(21) (6) $ 63,053,000Class M-2(21) (7) $ 59,063,000Class M-3(21) (8) $ 35,916,000Class M-4(21) (9) $ 31,926,000Class M-5(21) (10) $ 29,531,000Class M-6(21) (11) $ 27,137,000Class M-7(21) (12) $ 25,540,000Class M-8(21) (13) $ 22,348,000Class M-9(21) (14) $ 19,156,000Class B-1(21) (15) $ 19,155,000Class B-2(21) (16) $ 17,559,000Class X (17) 0(17)Class R (18) $ 50Class RC (19) $ 100Class RX (20) $ 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 M-7 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 M-8 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 M-9 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 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.(16) 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.(17) 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 Swap Termination Payments to the Swap Provider 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 Securities Administrator 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.(18) The Class R Certificates do not have an interest rate. The Class R Certificates represent ownership of the Class PT2-R Interest, the Class LT-R Interest and the Class UT-R Interest.(19) The Class RC Certificates do not have an interest rate. The Class RC Certificates represent the residual interest in Pooling-Tier REMIC-1.(20) The Class RX Certificates do not have an interest rate. The Class RX Certificates represent the residual interest in the Class B-1 REMIC, Class B-2 REMIC and Class X REMIC.(21) Each of these Certificates will represent not only the ownership of a regular interest in the Corresponding REMIC 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 the regular interest in the Corresponding REMIC 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 regular interest on such Distribution Date in excess of the amount distributable on the 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 Securities Administrator 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 ineach Class may be issued in a different amount. The minimum denomination for (a)the Class R Certificates will be $25, representing a 50% Percentage Interest inthe related Class, (b) the Class RC Certificates will be $25, representing a 25%Percentage Interest in the related Class, (c) the Class RX Certificates will be$25, representing a 50% Percentage Interest in the related Class, (d) the ClassP Certificates will be a 1% Percentage Interest in such Class, and (e) the ClassX Certificates will be a 1% Percentage Interest in such Class. It is expected that each Class of LIBOR Certificates and ResidualCertificates will receive its final distribution of principal and interest on orprior to the Rated Final Distribution Date. Set forth below are designations of Classes of Certificates to thecategories 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 A-2 Certificates……. Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates.Class B Certificates……… Class B-1 and Class B-2 Certificates.Class M Certificates……… Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.ERISA-Restricted Certificates…………… Class R, Class P and Class X Certificates; and any Certificate with a rating below the lowest applicable permitted rating under the Underwriter’s Exemption.LIBOR Certificates……….. Class A, Class M and Class B Certificates.Offered Certificates……… All Classes of Certificates other than the Private Certificates, the Class P Certificates and the Class X Certificates.Physical Certificates…….. Class P, Class X and Residual Certificates.Private Certificates……… Class B-1 and Class B-2 Certificates.Rating Agencies………….. Moody’s and Standard & Poor’s.Regular Certificates……… All Classes of Certificates other than the Class P and Residual Certificates.Residual Certificates…….. The Class R, Class RC and Class RX Certificates.Subordinated Certificates…. Class M and Class B Certificates. ARTICLE I DEFINITIONS Section 1.01 Definitions. Whenever used in this Agreement, thefollowing words and phrases, unless the context otherwise requires, shall havethe following meanings: Aames: Aames Capital Corporation, a California corporation, and itssuccessors in interest. Aames Agreements: Collectively, the Aames Purchase Agreement and theAames Assignment Agreement, copies of which are attached hereto as Exhibit Y. Aames Assignment Agreement: The Assignment, Assumption andRecognition Agreement, dated as of May 26, 2006, by and among Aames, the Sponsorand the Depositor. Aames Mortgage Loan: Each Mortgage Loan purchased by the Sponsorpursuant to a Aames Purchase Agreement and identified as a “Aames Mortgage Loan”on the Mortgage Loan Schedule. Aames Purchase Agreement: The Mortgage Loan Purchase and WarrantiesAgreements, dated as of April 1, 2006, by and between Aames and the Sponsor,solely insofar as the Aames Purchase Agreement relates to the Aames MortgageLoans. Accepted Servicing Practices: With respect to any Mortgage Loan,those mortgage servicing practices set forth in Section 3.01(a) of thisAgreement. Account: Any of the Collection Account, the Distribution Account,any Escrow Account, the Excess Reserve Fund Account or the Supplemental InterestTrust. Each Account shall be an Eligible Account. Acoustic: Acoustic Home Loans, LLC, a Delaware limited liabilitycompany, and its successors in interest. Acoustic Mortgage Loan: Each Mortgage Loan purchased by the Sponsorpursuant to an Acoustic Purchase Agreement and identified as an “AcousticMortgage Loan” on the Mortgage Loan Schedule. Acoustic Purchase Agreement: The Flow Mortgage Loan Purchase andWarranties Agreement, dated as of November 1, 2005, by and between Acoustic andthe Sponsor, solely insofar as the Acoustic Purchase Agreement relates to theAcoustic Mortgage Loans. Accrued Certificate Interest Distribution Amount: With respect toany Distribution Date for each Class of LIBOR Certificates, the amount ofinterest accrued during the related Interest Accrual Period at the applicablePass-Through Rate on the related Class Certificate Balance immediately prior tosuch Distribution Date, as reduced by such Class’s share of Net PrepaymentInterest Shortfalls and Relief Act Interest Shortfalls for such DistributionDate allocated to such Class pursuant to Section 4.02. Additional Form 10-D Disclosure: As defined in Section 8.12(b). Additional Form 10-K Disclosure: As defined in Section 8.12(c). Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan. Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and atany time, the per annum rate equal to the Mortgage Interest Rate less theExpense Fee Rate. Adjustment Date: As to any Adjustable Rate Mortgage Loan, the firstDue Date on which the related Mortgage Interest Rate adjusts as set forth in therelated Mortgage Note and each Due Date thereafter on which the MortgageInterest 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 inSection 12.07. Advance Facility Notice: As defined in Section 12.07. Advance Financing Person: The Person to whom any Servicer’s rightsunder this Agreement to be reimbursed for any P&I Advances or Servicing Advanceshave been assigned pursuant to Section 12.07. Advance Reimbursement Amounts: As defined in Section 12.07. Affiliate: With respect to any Person, any other Person controlling,controlled by or under common control with such first Person. For the purposesof this definition, “control” means the power to direct the management andpolicies of such Person, directly or indirectly, whether through the ownershipof 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 amendmentsor supplements hereto. Amount Held for Future Distribution: As to the Certificates on anyDistribution Date, the aggregate amount held in the Collection Account at theclose of business on the related Determination Date on account of (i) PrincipalPrepayments, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceedson the Mortgage Loans received after the end of the related Prepayment Periodand (ii) all Scheduled Payments on the Mortgage Loans due after the end of therelated Due Period. Analytics Company: Intex Solutions, Inc., or any other bondanalytics service provider identified to the Trustee by the Depositor. Applied Realized Loss Amount: With respect to any Distribution Date,the amount, if any, by which the aggregate Class Certificate Balance of theLIBOR Certificates after distributions of principal on such Distribution Dateexceeds the aggregate Stated Principal Balance of the Mortgage Loans for suchDistribution Date. Appraised Value: (i) With respect to any First Lien Mortgage Loan,the value of the related Mortgaged Property based upon the appraisal made forthe originator at the time of origination of the Mortgage Loan or the sale priceof the Mortgaged Property at such time of origination, whichever is less, and(ii) with respect to any Second Lien Mortgage Loan, the value, determinedpursuant to the applicable Underwriting Guidelines, of the related MortgagedProperty as of the origination of the Second Lien Mortgage Loan; provided,however, that in the case of a refinanced Mortgage Loan, such value is basedsolely upon the appraisal made at the time of origination of such refinancedMortgage Loan. Assignment Agreement: The Aames Assignment Agreement, the FremontAssignment Agreement, the Impac Assignment Agreement or the Meritage AssignmentAgreement, as applicable. Assignment of Mortgage: An assignment of the Mortgage, notice oftransfer or equivalent instrument in recordable form (other than the assignee’sname and recording information not yet returned from the recording office),reflecting the sale of the Mortgage to the Trust. Auction Call: As defined in Section 11.01. Available Funds: With respect to any Distribution Date and theMortgage Loans to the extent received by the Master Servicer (x) the sum of (i)all scheduled installments of interest (net of the related Expense Fees) andprincipal due on the Due Date on such Mortgage Loans in the related Due Periodand received on or prior to the related Determination Date, together with anyP&I Advances in respect thereof; (ii) all Condemnation Proceeds, InsuranceProceeds and Liquidation Proceeds received during the related Prepayment Period(in each case, net of unreimbursed expenses incurred in connection with aliquidation or foreclosure and unreimbursed Advances, if any); (iii) all partialor full prepayments on the Mortgage Loans received during the related PrepaymentPeriod together with all Compensating Interest paid by the Servicers inconnection therewith (excluding Prepayment Premiums); (iv) all amounts receivedwith respect to such Distribution Date as the Substitution Adjustment Amount orthe Repurchase Price in respect of a Deleted Mortgage Loan substituted for or aMortgage Loan repurchased by the Sponsor, Aames, Fremont, Impac, Meritage or theDepositor, as applicable, as of such Distribution Date; (v) any Net SwapReceipts for such Distribution Date; and (vi) the proceeds received with respectto the termination of the Trust Fund pursuant to clause (a) of Section 9.01,reduced by (y) all amounts in reimbursement for Advances previously made withrespect to the Mortgage Loans, and other amounts as to which the Servicers, theMaster Servicer, the Securities Administrator, the Depositor, the Trustee (orco-trustee) or each Custodian are entitled to be paid or reimbursed pursuant tothis Agreement. Avelo: Avelo Mortgage, L.L.C., a Delaware limited liability company,and its successors in interest. Basic Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the Principal Remittance Amount for suchDistribution Date over (ii) the Excess Overcollateralized Amount, if any, forsuch Distribution Date. Basis Risk Carry Forward Amount: With respect to each Class of LIBORCertificates, as of any Distribution Date, the sum of (A) if on suchDistribution Date the Pass-Through Rate for any Class of LIBOR Certificates isbased upon a Loan Group Cap or the WAC Cap, the excess, if any, of (i) theAccrued Certificate Interest Distribution Amount on such Class of LIBORCertificates would otherwise be entitled to receive on such Distribution Datehad such Pass-Through Rate not been subject to the Loan Group Cap or the WACCap, over (ii) the Accrued Certificate Interest Distribution Amount on suchClass of Certificates on such Distribution Date taking into account (a) withrespect to the Class A-1 Certificates at the lesser of the WAC Cap and the LoanGroup I Cap, (b) with respect to the Class A-2 Certificates at the lesser of theWAC Cap and the Loan Group II Cap, and (c) with respect to each other Class ofLIBOR Certificates, the WAC Cap, and (B) the Basis Risk Carry Forward Amount forsuch Class of LIBOR Certificates for all previous Distribution Dates notpreviously paid, together with interest thereon at a rate equal to theapplicable Pass-Through Rate for such Class of LIBOR Certificates for suchDistribution Date (without giving effect to the WAC Cap, Loan Group I Cap orLoan Group II Cap, as applicable). Basis Risk Payment: For any Distribution Date, an amount equal tothe lesser of (i) the aggregate of the Basis Risk Carry Forward Amounts for suchDistribution Date and (ii) the Class X Distributable Amount (prior to anyreduction for (x) amounts paid to the Excess Reserve Fund Account to pay anyBasis Risk Carry Forward Amount or (y) any Defaulted Swap Termination Payment). Best’s: Best’s Key Rating Guide, as the same shall be amended fromtime to time. Book-Entry Certificates: As specified in the Preliminary Statement. Business Day: Any day other than (i) Saturday or Sunday, or (ii) aday on which banking and savings and loan institutions, in (a) the States of NewYork, California, Maryland and Minnesota, (b) the State in which any Servicer’sservicing operations are located, or (c) the State in which any Corporate TrustOffice is located, are authorized or obligated by law or executive order to beclosed. Certificate: Any one of the Certificates executed by the SecuritiesAdministrator in substantially the forms attached hereto as exhibits. Certificate Balance: With respect to any Class of LIBOR Certificatesor Residual Certificates, at any date, the maximum dollar amount of principal towhich the Holder thereof is then entitled hereunder, such amount being equal tothe Denomination thereof minus all distributions of principal previously madewith respect thereto and reduced by the amount of any Applied Realized LossAmounts previously allocated to such Class of Certificates pursuant to Section4.05; provided, however, that immediately following the Distribution Date onwhich a Subsequent Recovery is distributed, the Class Certificate Balances ofany Class or Classes of Certificates that have been previously reduced byApplied Realized Loss Amounts will be increased, in order of seniority, by theamount of the Subsequent Recovery distributed on such Distribution Date (up tothe amount of Applied Realized Loss Amounts allocated to such Class or Classes).The Class X and Class P Certificates have no Certificate Balance. Certificate Owner: With respect to a Book-Entry Certificate, thePerson who is the beneficial owner of such Book-Entry Certificate. Certificate Register: The register maintained pursuant to Section5.02. Certificateholder or Holder: The Person in whose name a Certificateis registered in the Certificate Register, except that, solely for the purposeof giving any consent pursuant to this Agreement, any Certificate registered inthe name of the Depositor or any Affiliate of the Depositor shall be deemed notto be Outstanding and the Percentage Interest evidenced thereby shall not betaken into account in determining whether the requisite amount of PercentageInterests necessary to effect such consent has been obtained; provided, however,that if any such Person (including the Depositor) owns 100% of the PercentageInterests evidenced by a Class of Certificates, such Certificates shall bedeemed to be Outstanding for purposes of any provision hereof that requires theconsent of the Holders of Certificates of a particular Class as a condition tothe taking of any action hereunder. The Securities Administrator is entitled torely conclusively on a certification of the Depositor or any Affiliate of theDepositor in determining which Certificates are registered in the name of anAffiliate of the Depositor. Class: All Certificates bearing the same class designation as setforth in the Preliminary Statement. Class A Certificate Group: Either the Class A-1 Certificate Group orthe 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 respectto the Class A-1 Certificate Group, a fraction, the numerator of which is theportion of the Principal Remittance Amount for such Distribution Date that isattributable to the principal received or advanced on the Group I Mortgage Loansand the denominator of which is the Principal Remittance Amount for suchDistribution Date; and (B) with respect to the Class A-2 Certificate Group, afraction, the numerator of which is the portion of the Principal RemittanceAmount for such Distribution Date that is attributable to the principal receivedor advanced on the Group II Mortgage Loans and the denominator of which is thePrincipal Remittance Amount for such Distribution Date. Class A Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the aggregate Class Certificate Balances ofthe Class A Certificates immediately prior to such Distribution Date over (ii)the lesser of (A) 50.30% of the aggregate Stated Principal Balance of theMortgage Loans for such Distribution Date and (B) the excess, if any, of theaggregate Stated Principal Balance of the Mortgage Loans for such DistributionDate over the Overcollateralization Floor. Class A-1 Certificate Group: The Class A-1 Certificates. Class A-1 Certificates: All Certificates bearing the classdesignation 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 classdesignation of “Class A-2A.” Class A-2B Certificates: All Certificates bearing the classdesignation of “Class A-2B.” Class A-2C Certificates: All Certificates bearing the classdesignation of “Class A-2C.” Class A-2D Certificates: All Certificates bearing the classdesignation of “Class A-2D.” Class B Certificates: As specified in the Preliminary Statement. Class B-1 Certificates: All Certificates bearing the classdesignation of “Class B-1.” Class B-1 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), (B) the Class Certificate Balance of the Class M-1 Certificates (aftertaking into account the distribution of the Class M-1 Principal DistributionAmount on such Distribution Date), (C) the Class Certificate Balance of theClass M-2 Certificates (after taking into account the distribution of the ClassM-2 Principal Distribution Amount on such Distribution Date), (D) the ClassCertificate Balance of the Class M-3 Certificates (after taking into account thedistribution of the Class M-3 Principal Distribution Amount on such DistributionDate), (E) the Class Certificate Balance of the Class M-4 Certificates (aftertaking into account the distribution of the Class M-4 Principal DistributionAmount on such Distribution Date), (F) the Class Certificate Balance of theClass M-5 Certificates (after taking into account the distribution of the ClassM-5 Principal Distribution Amount on such Distribution Date), (G) the ClassCertificate Balance of the Class M-6 Certificates (after taking into account thedistribution of the Class M-6 Principal Distribution Amount on such DistributionDate), (H) the Class Certificate Balance of the Class M-7 Certificates (aftertaking into account the distribution of the Class M-7 Principal DistributionAmount on such Distribution Date), (I) the Class Certificate Balance of theClass M-8 Certificates (after taking into account the distribution of the ClassM-8 Principal Distribution Amount on such Distribution Date), (J) the ClassCertificate Balance of the Class M-9 Certificates (after taking into account thedistribution of the Class M-9 Principal Distribution Amount on such DistributionDate) and (K) the Class Certificate Balance of the Class B-1 Certificatesimmediately prior to such Distribution Date, over (ii) the lesser of (A) theproduct of (x) 92.00% and (y) the aggregate Stated Principal Balance of theMortgage Loans for such Distribution Date, and (B) the excess, if any, of theaggregate Stated Principal Balance of the Mortgage Loans for such DistributionDate over the Overcollateralization Floor. Class B-2 Certificates: All Certificates bearing the classdesignation of “Class B-2.” Class B-2 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), (B) the Class Certificate Balance of the Class M-1 Certificates (aftertaking into account the distribution of the Class M-1 Principal DistributionAmount on such Distribution Date), (C) the Class Certificate Balance of theClass M-2 Certificates (after taking into account the distribution of the ClassM-2 Principal Distribution Amount on such Distribution Date), (D) the ClassCertificate Balance of the Class M-3 Certificates (after taking into account thedistribution of the Class M-3 Principal Distribution Amount on such DistributionDate), (E) the Class Certificate Balance of the Class M-4 Certificates (aftertaking into account the distribution of the Class M-4 Principal DistributionAmount on such Distribution Date), (F) the Class Certificate Balance of theClass M-5 Certificates (after taking into account the distribution of the ClassM-5 Principal Distribution Amount on such Distribution Date), (G) the ClassCertificate Balance of the Class M-6 Certificates (after taking into account thedistribution of the Class M-6 Principal Distribution Amount on such DistributionDate), (H) the Class Certificate Balance of the Class M-7 Certificates (aftertaking into account the distribution of the Class M-7 Principal DistributionAmount on such Distribution Date), (I) the Class Certificate Balance of theClass M-8 Certificates (after taking into account the distribution of the ClassM-8 Principal Distribution Amount on such Distribution Date), (J) the ClassCertificate Balance of the Class M-9 Certificates (after taking into account thedistribution of the Class M-9 Principal Distribution Amount on such DistributionDate), (K) the Class Certificate Balance of the Class B-1 Certificates (aftertaking into account the distribution of the Class B-1 Principal DistributionAmount on such Distribution Date) and (L) the Class Certificate Balance of theClass B-2 Certificates immediately prior to such Distribution Date, over (ii)the lesser of (A) the product of (x) 94.20% and (y) the aggregate StatedPrincipal Balance of the Mortgage Loans for such Distribution Date, and (B) theexcess, if any, of the aggregate Stated Principal Balance of the Mortgage Loansfor such Distribution Date over the Overcollateralization Floor. Class Certificate Balance: With respect to any Class and as to anydate of determination, the aggregate of the Certificate Balances of allCertificates 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 avoidanceof doubt, the Class IO Shortfall for any Distribution Date shall equal theamount payable to the Class X Certificates in respect of amounts due to the SwapProvider on such Distribution Date (other than Defaulted Swap TerminationPayments) in excess of the amount payable on the Class X Interest (prior to anyreduction for Basis Risk Payments or Defaulted Swap Termination Payments) onsuch Distribution Date, all as further provided in Section 8.13. Class LT-R Interest: The residual interest in the Lower-Tier REMICas 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 classdesignation of “Class M-1.” Class M-1 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), and (B) the Class Certificate Balance of the Class M-1 Certificatesimmediately prior to such Distribution Date, over (ii) the lesser of (A) theproduct of (x) 58.20% and (y) the aggregate Stated Principal Balance of theMortgage Loans for such Distribution Date, and (B) the excess, if any, of theaggregate Stated Principal Balance of the Mortgage Loans for such DistributionDate over the Overcollateralization Floor. Class M-2 Certificates: All Certificates bearing the classdesignation of “Class M-2.” Class M-2 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), (B) the Class Certificate Balance of the Class M-1 Certificates (aftertaking into account the distribution of the Class M-1 Principal DistributionAmount on such Distribution Date) and (C) the Class Certificate Balance of theClass M-2 Certificates immediately prior to such Distribution Date, over (ii)the lesser of (A) the product of (x) 65.60% and (y) the aggregate StatedPrincipal Balance of the Mortgage Loans for such Distribution Date, and (B) theexcess, if any, of the aggregate Stated Principal Balance of the Mortgage Loansfor such Distribution Date over the Overcollateralization Floor. Class M-3 Certificates: All Certificates bearing the classdesignation of “Class M-3.” Class M-3 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), (B) the Class Certificate Balance of the Class M-1 Certificates (aftertaking into account the distribution of the Class M-1 Principal DistributionAmount on such Distribution Date), (C) the Class Certificate Balance of theClass M-2 Certificates (after taking into account the distribution of the ClassM-2 Principal Distribution Amount on such Distribution Date) and (D) the ClassCertificate Balance of the Class M-3 Certificates immediately prior to suchDistribution Date, over (ii) the lesser of (A) the product of (x) 70.10% and (y)the aggregate Stated Principal Balance of the Mortgage Loans for suchDistribution Date, and (B) the excess, if any, of the aggregate Stated PrincipalBalance of the Mortgage Loans for such Distribution Date over theOvercollateralization Floor. Class M-4 Certificates: All Certificates bearing the classdesignation of “Class M-4.” Class M-4 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), (B) the Class Certificate Balance of the Class M-1 Certificates (aftertaking into account the distribution of the Class M-1 Principal DistributionAmount on such Distribution Date), (C) the Class Certificate Balance of theClass M-2 Certificates (after taking into account the distribution of the ClassM-2 Principal Distribution Amount on such Distribution Date), (D) the ClassCertificate Balance of the Class M-3 Certificates (after taking into account thedistribution of the Class M-3 Principal Distribution Amount on such DistributionDate) and (E) the Class Certificate Balance of the Class M-4 Certificatesimmediately prior to such Distribution Date, over (ii) the lesser of (A) theproduct of (x) 74.10% and (y) the aggregate Stated Principal Balance of theMortgage Loans for such Distribution Date, and (B) the excess, if any, of theaggregate Stated Principal Balance of the Mortgage Loans for such DistributionDate over the Overcollateralization Floor. Class M-5 Certificates: All Certificates bearing the classdesignation of “Class M-5.” Class M-5 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), (B) the Class Certificate Balance of the Class M-1 Certificates (aftertaking into account the distribution of the Class M-1 Principal DistributionAmount on such Distribution Date), (C) the Class Certificate Balance of theClass M-2 Certificates (after taking into account the distribution of the ClassM-2 Principal Distribution Amount on such Distribution Date), (D) the ClassCertificate Balance of the Class M-3 Certificates (after taking into account thedistribution of the Class M-3 Principal Distribution Amount on such DistributionDate), (E) the Class Certificate Balance of the Class M-4 Certificates (aftertaking into account the distribution of the Class M-4 Principal DistributionAmount on such Distribution Date) and (F) the Class Certificate Balance of theClass M-5 Certificates immediately prior to such Distribution Date, over (ii)the lesser of (A) the product of (x) 77.80% and (y) the aggregate StatedPrincipal Balance of the Mortgage Loans for such Distribution Date, and (B) theexcess, if any, of the aggregate Stated Principal Balance of the Mortgage Loansfor such Distribution Date over the Overcollateralization Floor. Class M-6 Certificates: All Certificates bearing the classdesignation of “Class M-5.” Class M-6 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), (B) the Class Certificate Balance of the Class M-1 Certificates (aftertaking into account the distribution of the Class M-1 Principal DistributionAmount on such Distribution Date), (C) the Class Certificate Balance of theClass M-2 Certificates (after taking into account the distribution of the ClassM-2 Principal Distribution Amount on such Distribution Date), (D) the ClassCertificate Balance of the Class M-3 Certificates (after taking into account thedistribution of the Class M-3 Principal Distribution Amount on such DistributionDate), (E) the Class Certificate Balance of the Class M-4 Certificates (aftertaking into account the distribution of the Class M-4 Principal DistributionAmount on such Distribution Date), (F) the Class Certificate Balance of theClass M-5 Certificates (after taking into account the distribution of the ClassM-5 Principal Distribution Amount on such Distribution Date) and (G) the ClassCertificate Balance of the Class M-6 Certificates immediately prior to suchDistribution Date, over (ii) the lesser of (A) the product of (x) 81.20% and (y)the aggregate Stated Principal Balance of the Mortgage Loans for suchDistribution Date, and (B) the excess, if any, of the aggregate Stated PrincipalBalance of the Mortgage Loans for such Distribution Date over theOvercollateralization Floor. Class M-7 Certificates: All Certificates bearing the classdesignation of “Class M-7.” Class M-7 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), (B) the Class Certificate Balance of the Class M-1 Certificates (aftertaking into account the distribution of the Class M-1 Principal DistributionAmount on such Distribution Date), (C) the Class Certificate Balance of theClass M-2 Certificates (after taking into account the distribution of the ClassM-2 Principal Distribution Amount on such Distribution Date), (D) the ClassCertificate Balance of the Class M-3 Certificates (after taking into account thedistribution of the Class M-3 Principal Distribution Amount on such DistributionDate), (E) the Class Certificate Balance of the Class M-4 Certificates (aftertaking into account the distribution of the Class M-4 Principal DistributionAmount on such Distribution Date), (F) the Class Certificate Balance of theClass M-5 Certificates (after taking into account the distribution of the ClassM-5 Principal Distribution Amount on such Distribution Date), (G) the ClassCertificate Balance of the Class M-6 Certificates (after taking into account thedistribution of the Class M-6 Principal Distribution Amount on such DistributionDate) and (H) the Class Certificate Balance of the Class M-7 Certificatesimmediately prior to such Distribution Date, over (ii) the lesser of (A) theproduct of (x) 84.40% and (y) the aggregate Stated Principal Balance of theMortgage Loans for such Distribution Date, and (B) the excess, if any, of theaggregate Stated Principal Balance of the Mortgage Loans for such DistributionDate over the Overcollateralization Floor. Class M-8 Certificates: All Certificates bearing the classdesignation of “Class M-8.” Class M-8 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), (B) the Class Certificate Balance of the Class M-1 Certificates (aftertaking into account the distribution of the Class M-1 Principal DistributionAmount on such Distribution Date), (C) the Class Certificate Balance of theClass M-2 Certificates (after taking into account the distribution of the ClassM-2 Principal Distribution Amount on such Distribution Date), (D) the ClassCertificate Balance of the Class M-3 Certificates (after taking into account thedistribution of the Class M-3 Principal Distribution Amount on such DistributionDate), (E) the Class Certificate Balance of the Class M-4 Certificates (aftertaking into account the distribution of the Class M-4 Principal DistributionAmount on such Distribution Date), (F) the Class Certificate Balance of theClass M-5 Certificates (after taking into account the distribution of the ClassM-5 Principal Distribution Amount on such Distribution Date), (G) the ClassCertificate Balance of the Class M-6 Certificates (after taking into account thedistribution of the Class M-6 Principal Distribution Amount on such DistributionDate), (H) the Class Certificate Balance of the Class M-7 Certificates (aftertaking into account the distribution of the Class M-7 Principal DistributionAmount on such Distribution Date) and (I) the Class Certificate Balance of theClass M-8 Certificates immediately prior to such Distribution Date, over (ii)the lesser of (A) the product of (x) 87.20% and (y) the aggregate StatedPrincipal Balance of the Mortgage Loans for such Distribution Date, and (B) theexcess, if any, of the aggregate Stated Principal Balance of the Mortgage Loansfor such Distribution Date over the Overcollateralization Floor. Class M-9 Certificates: All Certificates bearing the classdesignation of “Class M-9.” Class M-9 Principal Distribution Amount: With respect to anyDistribution Date, the excess of (i) the sum of (A) the aggregate ClassCertificate Balances of the Class A Certificates (after taking into account thedistribution of the Class A Principal Distribution Amount on such DistributionDate), (B) the Class Certificate Balance of the Class M-1 Certificates (aftertaking into account the distribution of the Class M-1 Principal DistributionAmount on such Distribution Date), (C) the Class Certificate Balance of theClass M-2 Certificates (after taking into account the distribution of the ClassM-2 Principal Distribution Amount on such Distribution Date), (D) the ClassCertificate Balance of the Class M-3 Certificates (after taking into account thedistribution of the Class M-3 Principal Distribution Amount on such DistributionDate), (E) the Class Certificate Balance of the Class M-4 Certificates (aftertaking into account the distribution of the Class M-4 Principal DistributionAmount on such Distribution Date), (F) the Class Certificate Balance of theClass M-5 Certificates (after taking into account the distribution of the ClassM-5 Principal Distribution Amount on such Distribution Date), (G) the ClassCertificate Balance of the Class M-6 Certificates (after taking into account thedistribution of the Class M-6 Principal Distribution Amount on such DistributionDate), (H) the Class Certificate Balance of the Class M-7 Certificates (aftertaking into account the distribution of the Class M-7 Principal DistributionAmount on such Distribution Date), (I) the Class Certificate Balance of theClass M-8 Certificates (after taking into account the distribution of the ClassM-8 Principal Distribution Amount on such Distribution Date) and (J) the ClassCertificate Balance of the Class M-9 Certificates immediately prior to suchDistribution Date, over (ii) the lesser of (A) the product of (x) 89.60% and (y)the aggregate Stated Principal Balance of the Mortgage Loans for suchDistribution Date, and (B) the excess, if any, of the aggregate Stated PrincipalBalance of the Mortgage Loans for such Distribution Date over theOvercollateralization Floor. Class P Certificates: All Certificates bearing the class designationof “Class P.” Class PT1-R Interest: The residual interest in Pooling-Tier REMIC-1as described in the Preliminary Statement and the related footnote thereto. Class PT2-R Interest: The residual interest in Pooling-Tier REMIC-2as described in the Preliminary Statement and the related footnote thereto. Class R Certificates: As defined in the Preliminary Statement. Class R Certificates: All Certificates bearing the class designationof “Class R.” Class RC Certificates: All Certificates bearing the classdesignation of “Class RC.” Class RX Certificates: All Certificates bearing the classdesignation of “Class RX.” Class UT-IO Interest: A regular interest in the Upper-Tier REMIC asdescribed in the Preliminary Statement and the related footnote thereto. Class UT-R Interest: The residual interest in the Upper-Tier REMICas described in the Preliminary Statement and the related footnote thereto. Class UT-X Interest: A regular interest in the Upper-Tier REMIC asdescribed in the Preliminary Statement and the related footnote thereto. Class X Certificates: All Certificates bearing the class designationof “Class X.” Class X Distributable Amount: On any Distribution Date, the sum of(i) as a distribution in respect of interest, the amount of interest that hasaccrued on the Class UT-X Interest and not applied as an Extra PrincipalDistribution Amount on such Distribution Date, plus any such accrued interestremaining undistributed from prior Distribution Dates, plus (withoutduplication) (ii) as a distribution in respect of principal, any portion of theprincipal balance of the Class UT-X Interest which is distributable as anOvercollateralization Reduction Amount, minus (iii) any amounts paid from theExcess Reserve Fund Account to pay Basis Risk Carry Forward Amounts, and anySwap Termination Payment payable to the Swap Provider. Class X Interest: The regular interest in the Class X REMICrepresented by the Class X Certificates as specified and described in thePreliminary 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 andClass IO Interest issued by the Class X REMIC. Closing Date: May 26, 2006. Code: The Internal Revenue Code of 1986, including any successor oramendatory provisions. Collection Accounts: As defined in Section 3.10(a). Combined Loan-to-Value Ratio or CLTV: As of the date of originationand as to any Second Lien Mortgage Loan, the ratio, expressed as a percentage,of (a) the sum of (i) the outstanding principal balance of the Second LienMortgage Loan as of the date of origination and (ii) the outstanding principalbalance as of the date of origination of any mortgage loan or mortgage loansthat are senior to or equal in priority to the Second Lien Mortgage Loan andwhich are secured by the same Mortgaged Property to (b) the Appraised Value. Commission: The United States Securities and Exchange Commission. Compensating Interest: For any Distribution Date and each Servicer,the lesser of (a) the Prepayment Interest Shortfall, if any, for suchDistribution Date, with respect to voluntary Principal Prepayments in Full(excluding any payments made upon liquidation of the Mortgage Loan) during therelated Prepayment Period, and (b)(i) with respect to Litton and Avelo, one-halfof the Servicing Fee payable to Litton or Avelo, as applicable, for suchDistribution Date and (ii) with respect to SPS, the Servicing Fee payable to SPSfor such Distribution Date. During the period which Fremont will be interimservicing, any Prepayment Interest Shortfalls resulting from PrincipalPrepayments with respect to any Fremont Mortgage Loans during this period willnot be covered by Compensating Interest. Condemnation Proceeds: All awards, compensation and/or settlementsin respect of a Mortgaged Property, whether permanent or temporary, partial orentire, by exercise of the power of eminent domain or condemnation, to theextent not required to be released to a Mortgagor in accordance with the termsof the related Mortgage Loan Documents. Conduit Mortgage Loan: Each Mortgage Loan purchased by the Sponsorpursuant to its mortgage conduit program and identified as a “Conduit MortgageLoan” on the Mortgage Loan Schedule. Corporate Trust Office: With respect to the SecuritiesAdministrator: (i) for certificate transfer purposes, the office of theSecurities Administrator at Sixth Street and Marquette Avenue, Minneapolis,Minnesota 55479, Attention: Corporate Trust Services, GSAMP 2005-HE3, (ii) forall other purposes, 9062 Old Annapolis Road, Columbia, Maryland 21045,Attention: Client Manager GSAMP 05-HE3, or (iii) at such other address as theSecurities Administrator may designate from time to time by notice to theCertificateholders. With respect to the Trustee, the designated office of theTrustee at which at any particular time its corporate trust business withrespect to this Agreement is administered, which office at the date of theexecution of this Agreement is located at 135 South LaSalle Street, Suite 1625,Chicago, Illinois, 60603, Attn: Global Securities and Trust Services–GSAMP2006-HE3, and which is the address to which notices to and correspondence withthe Trustee should be directed. Corresponding Actual Crossover Distribution Date: For eachPooling-Tier REMIC-2 IO Interest, the related Corresponding Scheduled CrossoverDistribution Date, unless on such date two times the aggregate Pooling-TierREMIC-2 IO Notional Balance of each other Pooling-Tier REMIC-2 IO Interest thenoutstanding is less than the scheduled swap notional amount of the Interest RateSwap Agreement applicable for such Distribution Date, in which case theCorresponding Actual Crossover Distribution Date for such Pooling-Tier REMIC-2IO Interest shall be the first Distribution Date thereafter on which two timesthe aggregate Pooling-Tier REMIC-2 IO Notional Balance of each otherPooling-Tier REMIC-2 IO Interest then outstanding is greater than or equal tothe scheduled swap notional amount of the Interest Rate Swap Agreement. Corresponding Class and Corresponding REMIC: The Class of interestsin one Trust REMIC created under this Agreement that corresponds to the Class ofinterests in another such Trust REMIC or to a Class of Certificates and theTrust REMIC in which the corresponding Certificate represents the relatedregular interest issued from such Trust REMIC in the manner set out below. Corresponding Lower-Tier Upper-Tier REMIC Class of Class Designation Regular Interest Certificates Corresponding REMIC- ——————- ——————- —————— ——————— Class LT-A-1 Class A-1 Class A-1 Upper-Tier REMIC Class LT-A-2A Class A-2A Class A-2A Upper-Tier REMIC Class LT-A-2B Class A-2B Class A-2B Upper-Tier REMIC Class LT-A-2C Class A-2C Class A-2C Upper-Tier REMIC Class LT-A-2D Class A-2D Class A-2D Upper-Tier REMIC Class LT-M-1 Class M-1 Class M-1 Upper-Tier REMIC Class LT-M-2 Class M-2 Class M-2 Upper-Tier REMIC Class LT-M-3 Class M-3 Class M-3 Upper-Tier REMIC Class LT-M-4 Class M-4 Class M-4 Upper-Tier REMIC Class LT-M-5 Class M-5 Class M-5 Upper-Tier REMIC Class LT-M-6 Class M-6 Class M-6 Upper-Tier REMIC Class LT-M-7 Class M-7 Class M-7 Upper-Tier REMIC Class LT-M-8 Class M-8 Class M-8 Upper-Tier REMIC Class LT-M-9 Class M-9 Class M-9 Upper-Tier REMIC Class LT-B-1 Class B-1 Class B-1 Upper-Tier REMIC Class LT-B-2 Class B-2 Class B-2 Upper-Tier REMIC Corresponding Pooling-Tier REMIC-2 IO Interest: As described in thePreliminary Statement. Corresponding Scheduled Crossover Distribution Date: TheDistribution Date in the month and year specified in the Preliminary Statementcorresponding to a Pooling-Tier REMIC-2 IO Interest. Cumulative Loss Event: With respect to any Distribution Date, aCumulative Loss Event occurs if the Cumulative Loss Percentage exceeds theapplicable percentage set forth below with respect to such Distribution Date: Distribution Date Occurring In Loss Percentage- ——————————————————————————–June 2009 through May 2010 4.75% of the Cut-off Date Pool Principal BalanceJune 2010 through May 2011 6.85% of the Cut-off Date Pool Principal BalanceJune 2011 through May 2012 8.50% of the Cut-off Date Pool Principal BalanceJune 2012 and thereafter 9.00% of the Cut-off Date Pool Principal Balance Cumulative Realized Loss Percentage: With respect to anyDistribution Date, the percentage equivalent of a fraction, the numerator ofwhich is the aggregate amount of Realized Losses incurred from the Cut-off Dateto the last day of the calendar month preceding the month in which suchDistribution Date occurs and the denominator of which is the Cut-off Date PoolPrincipal Balance. Custodial File: With respect to each Mortgage Loan, any MortgageLoan Document which is delivered to the applicable Custodian or which at anytime comes into the possession of the applicable Custodian. Custodian: Deutsche Bank National Trust Company, a national bankingassociation, and its successors in interest, J.P. Morgan Trust Company, NationalAssociation, a national banking association, and its successors in interest orU.S. Bank National Association, a national banking association, and itssuccessors in interest, as applicable. Cut-off Date: May 1, 2006. Cut-off Date Pool Principal Balance: The aggregate Stated PrincipalBalances of all Mortgage Loans as of the Cut-off Date. Cut-off Date Principal Balance: As to any Mortgage Loan, the StatedPrincipal Balance thereof as of the close of business on the Cut-off Date (aftergiving effect to payments of principal due on that date, whether or notreceived). Data Tape Information: The information provided by the Original LoanSellers or the Servicers as of the Cut-off Date to the Depositor setting forththe following information with respect to each Mortgage Loan: (1) the applicableOriginal Loan Seller’s Mortgage Loan identifying number; (2) the Mortgagor’sname; (3) the street address of the Mortgaged Property including the city, stateand zip code; (4) a code indicating whether the Mortgaged Property isowner-occupied, a second home or investment property; (5) the number and type ofresidential units constituting the Mortgaged Property (i.e., a single familyresidence, a 2-4 family residence, a unit in a condominium project or a unit ina planned unit development or a manufactured housing unit); (6) the originalmonths to maturity or the remaining months to maturity from the Cut-off Date, inany case based on the original amortization schedule and, if different, thematurity expressed in the same manner but based on the actual amortizationschedule; (7) with respect to First Lien Mortgage Loans, the Loan-to-Value Ratioat origination, and with respect to Second Lien Mortgage Loans, the CombinedLoan-to-Value Ratio at origination; (8) the Mortgage Interest Rate as of theCut-off Date; (9) the date on which the Scheduled Payment was due on theMortgage Loan and, if such date is not consistent with the Due Date currently ineffect, such Due Date; (10) the stated maturity date; (11) the amount of theScheduled Payment as of the Cut-off Date; (12) the last payment date on which aScheduled Payment was actually applied to pay interest and the outstandingprincipal 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 theCut-off Date, after deduction of payments of principal due and collected on orbefore the Cut-off Date; (15) with respect to Adjustable Rate Mortgage Loans,the Adjustment Date; (16) with respect to Adjustable Rate Mortgage Loans, theGross Margin; (17) with respect to Adjustable Rate Mortgage Loans, the LifetimeRate Cap under the terms of the Mortgage Note; (18) with respect to AdjustableRate Mortgage Loans, a code indicating the type of Index; (19) with respect toAdjustable Rate Mortgage Loans, the Periodic Mortgage Interest Rate Cap underthe terms of the Mortgage Note; (20) with respect to Adjustable Rate MortgageLoans, the Periodic Mortgage Interest Rate Floor under the terms of the MortgageNote; (21) the type of Mortgage Loan (i.e., fixed rate, adjustable rate, firstlien, second lien); (22) a code indicating the purpose of the loan (i.e.,purchase, rate and term refinance, equity take-out refinance); (23) a codeindicating the documentation style (i.e., full documentation, limiteddocumentation or stated income); (24) the loan credit classification (asdescribed in the Underwriting Guidelines); (25) whether such Mortgage Loanprovides for a Prepayment Premium; (26) the Prepayment Premium period of suchMortgage Loan, if applicable; (27) a description of the Prepayment Premium, ifapplicable; (28) the Mortgage Interest Rate as of origination; (29) the creditrisk score (FICO score) at origination; (30) the date of origination; (31) thedate of the purchase of the Mortgage Loan, if applicable; (32) a code indicatingwhether the Mortgage Loan is assumable; (33) the Mortgage Interest Rateadjustment period; (34) the Mortgage Interest Rate floor; (35) the MortgageInterest Rate calculation method (i.e., 30/360, simple interest, other); (36) acode indicating whether the Mortgage Loan has been modified; (37) the one-yearpayment history; (38) the Due Date for the first Scheduled Payment; (39) theoriginal Scheduled Payment due; (40) with respect to the related Mortgagor, thedebt-to-income ratio; (41) the Appraised Value of the Mortgaged Property; (42)the sales price of the Mortgaged Property if the Mortgage Loan was originated inconnection with the purchase of the Mortgaged Property; (43) whether theMortgage Loan is covered by PMI policy and name of insurer; (44) with respect toeach MERS Designated Mortgage Loan, the MERS identification number; (45) a codeindicating if a Mortgage Loan is or has had a 30-Day Delinquency; and (46) acode indicating if the Mortgage Loan is an Interest Only Mortgage Loan. Withrespect to the Mortgage Loans in the aggregate: (1) the number of MortgageLoans; (2) the current aggregate outstanding principal balance of the MortgageLoans; (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, areduction by a court of competent jurisdiction in a proceeding under the UnitedStates Bankruptcy Code in the Scheduled Payment for such Mortgage Loan whichbecame final and non appealable, except for such a reduction resulting from aDeficient Valuation or any reduction that results in a permanent forgiveness ofprincipal. Defaulted Swap Termination Payment: Any Swap Termination Paymentrequired to be paid by the Trust to the Swap Provider pursuant to the InterestRate Swap Agreement as a result of an Event of Default (as defined in theInterest Rate Swap Agreement) with respect to which the Swap Provider is thedefaulting party or a Termination Event (as defined in the Interest Rate SwapAgreement) (other than Illegality or a Tax Event that is not a Tax Event UponMerger (each as defined in the Interest Rate Swap Agreement )) with respect towhich the Swap Provider is the sole Affected Party (as defined in the InterestRate Swap Agreement). Deficient Valuation: With respect to any Mortgage Loan, a valuationof the related Mortgaged Property by a court of competent jurisdiction in anamount less than the then outstanding principal balance of the Mortgage Loan,which valuation results from a proceeding initiated under the United StatesBankruptcy Code. Definitive Certificates: Any Certificate evidenced by a PhysicalCertificate and any Certificate issued in lieu of a Book-Entry Certificatepursuant to Section 5.02(e). Deleted Mortgage Loan: A Mortgage Loan that is removed from theTrust pursuant to the terms of this Agreement. Denomination: With respect to each Certificate, the amount set forthon the face thereof as the “Initial Certificate Balance of this Certificate” orthe Percentage Interest appearing on the face thereof. Depositor: GS Mortgage Securities Corp., a Delaware corporation, andits successors in interest. Depository: The initial Depository shall be The Depository TrustCompany, the nominee of which is CEDE & Co., as the registered Holder of theBook-Entry Certificates. The Depository shall at all times be a “clearingcorporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code ofthe State of New York. Depository Institution: Any depository institution or trust company,including the Trustee and the Securities Administrator, that (a) is incorporatedunder the laws of the United States of America or any State thereof, (b) issubject to supervision and examination by federal or state banking authoritiesand (c) has outstanding unsecured commercial paper or other short-term unsecureddebt obligations that are rated “P-1” by Moody’s, “F1+” by Fitch and “A-1” byStandard & Poor’s (in each case, to the extent they are designated as RatingAgencies in the Preliminary Statement). Depository Participant: A broker, dealer, bank or other financialinstitution or other Person for whom from time to time a Depository effectsbook-entry transfers and pledges of securities deposited with the Depository. Determination Date: With respect to each Distribution Date, the 18thday of the calendar month in which such Distribution Date occurs or, if such dayis not a Business Day, the immediately preceding Business Day. Deutsche Bank: Deutsche Bank National Trust Company, NationalAssociation, a national banking association, and its successors in interest. Distribution Account: The separate Eligible Account created andmaintained by the Master Servicer pursuant to Section 3.27(b) in the name of theSecurities Administrator as paying agent on behalf of LaSalle Bank NA, for thebenefit of the Certificateholders and designated “Wells Fargo Bank, N.A., intrust for registered Holders of GSAMP Trust 2006-HE3 Mortgage Pass-ThroughCertificates, Series 2006-HE3.” Funds in the Distribution Account shall be heldin trust for the Certificateholders for the uses and purposes set forth in thisAgreement and may be invested in Permitted Investments. Distribution Date: The 25th day of each calendar month or, if suchday is not a Business Day, the next succeeding Business Day, commencing in June2006. Document Certification and Exception Report: The report attached toExhibit G hereto. Due Date: The day of the month on which the Scheduled Payment is dueon a Mortgage Loan, exclusive of any days of grace. Due Period: With respect to any Distribution Date, the periodcommencing on the second day of the calendar month preceding the month in whichthe Distribution Date occurs and ending on the first day of the calendar monthin which the Distribution Date occurs. Eligible Account: Either (i) an account maintained with a federal orstate-chartered depository institution or trust company that complies with thedefinition of Eligible Institution, (ii) an account maintained with thecorporate trust department of a federal depository institution orstate-chartered depository institution subject to regulations regardingfiduciary funds on deposit similar to Title 12 of the U.S. Code of FederalRegulation Section 9.10(b), which, in either case, has corporate trust powersand is acting in its fiduciary capacity or (iii) any other account acceptable toeach Rating Agency. Eligible Accounts may bear interest, and may include, ifotherwise qualified under this definition, accounts maintained with theSecurities Administrator. Each Eligible Account shall be a separate account. Eligible Institution: A federal or state-chartered depositoryinstitution or trust company the commercial paper, short-term debt obligations,or other short-term deposits of which are rated “A-1+” by Standard & Poor’s ifthe 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 heldin the account for no more than 30 days), or the long-term unsecured debtobligations of which are rated at least “AA-” by Standard & Poor’s if theamounts on deposit are to be held in the account for no more than 365 days, andthe commercial paper, short-term debt obligations or other short-term depositsof which are rated at least “P-1” by Moody’s and “F1+” by Fitch (or a comparablerating if another Rating Agency is specified by the Depositor by written noticeto the Master Servicer, the Servicers, the Securities Administrator and theTrustee) (in each case, to the extent they are designated as Rating Agencies inthe Preliminary Statement). ERISA: The Employee Retirement Income Security Act of 1974, asamended. ERISA-Qualifying Underwriting: A best efforts or firm commitmentunderwriting or private placement that meets the requirements of ProhibitedTransaction Exemption (“PTE”) 2002-41, 67 Fed. Reg. 54487 (2002) (or anysuccessor thereto), or any substantially similar administrative exemptiongranted by the U.S. Department of Labor. ERISA-Restricted Certificate: As specified in the PreliminaryStatement. Escrow Account: The Eligible Account or Accounts established andmaintained 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 DistributionDate, the excess, if any, of (a) the Overcollateralized Amount on suchDistribution Date over (b) the Specified Overcollateralized Amount for suchDistribution Date. Excess Reserve Fund Account: The separate Eligible Account createdand maintained by the Securities Administrator pursuant to Sections 3.27(a) inthe name of the Securities Administrator for the benefit of the RegularCertificateholders and designated “Wells Fargo Bank, N.A. in trust forregistered Holders of GSAMP Trust 2006-HE3, Mortgage Pass-Through Certificates,Series 2006-HE3.” Funds in the Excess Reserve Fund Account shall be held intrust for the Regular Certificateholders for the uses and purposes set forth inthis Agreement. Amounts on deposit in the Excess Reserve Fund Account shall notbe invested. Exchange Act: The Securities Exchange Act of 1934, as amended. Expense Fee Rate: As to each Mortgage Loan, a per annum rate equalto the sum of the Servicing Fee Rate and the Master Servicing Fee Rate. Expense Fees: As to each Mortgage Loan, the sum of the Servicing Feeand the Master Servicing Fee. Extra Principal Distribution Amount: As of any Distribution Date,the lesser of (x) the related Total Monthly Excess Spread for such DistributionDate and (y) the related Overcollateralization Deficiency for such DistributionDate. Fannie Mae: The Federal National Mortgage Association and itssuccessors in interest. Fannie Mae Guides: The Fannie Mae Seller’s Guide and the Fannie MaeServicer’s Guide and all amendments or additions thereto. FDIC: The Federal Deposit Insurance Corporation, and its successorsin interest. Final Recovery Determination: With respect to any defaulted MortgageLoan or any REO Property (other than a Mortgage Loan or REO Property purchasedby the Depositor, the Sponsor, Aames, Fremont, Impac or Meritage as contemplatedby this Agreement), a determination made by the applicable Servicer that allInsurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and otherpayments or recoveries which the applicable Servicer, in its reasonable goodfaith judgment, expects to be finally recoverable in respect thereof have beenso recovered. Each Servicer shall maintain records, prepared by a ServicingOfficer, of each Final Recovery Determination made thereby. Final Scheduled Distribution Date: The Final Scheduled DistributionDate for each Class of Certificates is the Distribution Date occurring in May2046. First Lien Mortgage Loan: Any Mortgage Loan secured by a first lienMortgage on the related Mortgaged Property. Fitch: Fitch, Inc., and its successors in interest. If Fitch isdesignated as a Rating Agency in the Preliminary Statement, for purposes ofSection 12.05(b) the address for notices to Fitch shall be Fitch, Inc., OneState Street Plaza, New York, New York 10004, Attention: MBS Monitoring – GSAMPTrust 2006-HE3, or such other address as Fitch may hereafter furnish to theDepositor, the Servicers, the Master Servicer, the Securities Administrator andthe Trustee. Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan. Fixed Swap Rate: For any Distribution Date and the related InterestAccrual Period a per annum rate equal to the product of (i) 2 and (ii) the ratespecified in the Interest Rate Swap Agreement for such Distribution Date andrelated Interest Accrual Period. Forbearance: As defined in Section 3.07(a). Form 8-K Disclosure Information: As defined in Section 8.12(g). 40-Year Trigger Event: If on the 241st Distribution Date or anyDistribution Date thereafter, (i) the aggregate Stated Principal Balance of themortgage loans with a 40-year term to maturity, exceeds (ii) the actualOvercollateralization Amount for such Distribution Date (after giving effect toprincipal distributions on such Distribution Date other than principaldistributions resulting from this event). Freddie Mac: The Federal Home Loan Mortgage Corporation, a corporateinstrumentality of the United States created and existing under Title III of theEmergency Home Finance Act of 1970, as amended, and its successors in interest. Fremont: Fremont Investment & Loan, a California state chartedindustrial bank, and its successors in interest. Fremont Agreements: Collectively, the Fremont Purchase Agreement,the Fremont Servicing Agreement and the Fremont Assignment Agreement, copies ofwhich are attached hereto as Exhibit Z. Fremont Assignment Agreement: The Assignment, Assumption andRecognition Agreement, dated as of May 26, 2006, by and among Fremont, theSponsor and the Depositor. Fremont Mortgage Loan: Each Mortgage Loan purchased by the Sponsorpursuant to a Fremont Purchase Agreement and identified as a “Fremont MortgageLoan” on the Mortgage Loan Schedule. Fremont Purchase Agreement: The First Amended and Restated MortgageLoan Purchase and Warranties Agreements, dated as of January 1, 2006, by andbetween Fremont and the Sponsor, solely insofar as the Fremont PurchaseAgreement relates to the Fremont Mortgage Loans. Fremont Servicing Agreement: The Amended and Restated Flow InterimServicing Agreement, dated as of January 1, 2006, by and between Fremont and theSponsor, solely insofar as the Fremont Servicing Agreement relates to theFremont Mortgage Loans. Gross Margin: With respect to each Adjustable Rate Mortgage Loan,the fixed percentage amount set forth in the related Mortgage Note to be addedto the applicable Index to determine the Mortgage Interest Rate. Group I Mortgage Loans: The Mortgage Loans identified on theMortgage Loan Schedule as Group I Mortgage Loans. Group II Mortgage Loans: The Mortgage Loans identified on theMortgage Loan Schedule as Group II Mortgage Loans. High Cost Mortgage Loan: A Mortgage Loan that is (a) covered by theHome Ownership and Equity Protection Act of 1994, (b) identified, classified orcharacterized as “high cost,” “threshold,” “covered,” or “predatory” under anyother applicable state, federal or local law (or a similarly identified,classified or characterized loan using different terminology under an applicablelaw imposing heightened regulatory scrutiny or additional legal liability forresidential mortgage loans having high interest rates, points and/or fees) or(c) categorized as “High Cost” or “Covered” pursuant to Appendix E of theStandard & Poor’s Glossary. Home Loan: A Mortgage Loan categorized as “Home Loan” pursuant toAppendix E of Standard & Poor’s Glossary. Impac: Impac Funding Corporation, a California corporation, and itssuccessors in interest. Impac Agreements: Collectively, the Impac Purchase Agreement and theImpac Assignment Agreement, copies of which are attached hereto as Exhibit AA. Impac Assignment Agreement: The Assignment, Assumption andRecognition Agreement, dated as of May 26, 2006, by and among Impac (assuccessor in interest to Novelle Financial Services, Inc.), the Sponsor and theDepositor. Impac Mortgage Loan: Each Mortgage Loan purchased by the Sponsorpursuant to an Impac Purchase Agreement and identified as a “Impac MortgageLoan” on the Mortgage Loan Schedule. Impac Purchase Agreement: The Mortgage Loan Purchase and WarrantiesAgreements, dated as of December 1, 2005, by and between Novelle FinancialServices, Inc. and the Sponsor, solely insofar as the Impac Purchase Agreementrelates to the Impac Mortgage Loans. Index: As to each Adjustable Rate Mortgage Loan, the index from timeto time in effect for the adjustment of the Mortgage Interest Rate set forth assuch on the related Mortgage Note. Initial Certification: The Initial Certification submitted by eachCustodian substantially in the form of Exhibit F. Insurance Policy: With respect to any Mortgage Loan included in theTrust Fund, any insurance policy, including all riders and endorsements theretoin effect, including any replacement policy or policies for any InsurancePolicies. Insurance Proceeds: With respect to each Mortgage Loan, proceeds ofinsurance policies insuring the Mortgage Loan or the related Mortgaged Property. Interest Accrual Period: With respect to each Class of LIBORCertificates and each Corresponding Class of Lower-Tier Regular Interests andeach Corresponding Class of Upper-Tier Regular Interests for any DistributionDate, the period commencing on the immediately preceding Distribution Date (or,for the initial Distribution Date, the Closing Date) and ending on the dayimmediately preceding the current Distribution Date. For purposes of computinginterest accruals on each Class of LIBOR Certificates, each Corresponding Classof Lower-Tier Regular Interest and each Corresponding Class of Upper-TierRegular Interest, each Interest Accrual Period has the actual number of days insuch period and each year is assumed to have 360 days. Interest Only Mortgage Loan: A Mortgage Loan for which the relatedMortgage Note provides for Scheduled Payments of interest only for a period oftime as specified in the related Mortgage Note. Interest Rate Swap Agreement: The interest rate swap agreement,dated as of May 26, 2006, between Goldman Sachs Capital Markets, L.P. (asassigned to and assumed by the Swap Provider) and Goldman Sachs Mortgage Companyor any other swap agreement (including any related schedules) entered into bythe Securities Administrator on behalf of the Trust pursuant to Section 2.01(d),a copy of which is attached hereto as Exhibit X. Interest Remittance Amount: With respect to any Distribution Dateand the Mortgage Loans in a Loan Group, that portion of Available Fundsallocated to interest relating to the Mortgage Loans in such Loan Group and anyNet 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 suchDistribution Date. For purposes of this Agreement, any Net Swap Payments or NetSwap Receipts shall be allocated by the Securities Administrator between LoanGroups based on the respective aggregate Stated Principal Balance of theMortgage Loans in each Loan Group. Investment Account: As defined in Section 3.12(a). Investor: With respect to each MERS Designated Mortgage Loan, thePerson named on the MERS System as the investor pursuant to the MERS ProceduresManual. Investor-Based Exemption: Any of Prohibited Transaction ClassExemption (“PTCE”) 84-14 (for transactions by independent “qualifiedprofessional asset managers”), PTCE 91-38 (for transactions by bank collectiveinvestment funds), PTCE 90-1 (for transactions by insurance company pooledseparate accounts), PTCE 95-60 (for transactions by insurance company generalaccounts) or PTCE 96-23 (for transactions effected by “in-house assetmanagers”), or any comparable exemption available under Similar Law. J.P. Morgan Trust Company: J.P. Morgan Trust Company, NationalAssociation, a national banking association, and its successors in interest. Late Collections: With respect to any Mortgage Loan and any DuePeriod, all amounts received after the Determination Date immediately followingsuch Due Period, whether as late payments of Scheduled Payments or as InsuranceProceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, whichrepresent late payments or collections of principal and/or interest due (withoutregard to any acceleration of payments under the related Mortgage and MortgageNote) but delinquent for such Due Period and not previously recovered. Lender: As defined in Section 10.07. LIBOR: With respect to any Interest Accrual Period for the LIBORCertificates, the rate determined by the Securities Administrator on the relatedLIBOR 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 onTelerate Page 3750, the rate for such date will be determined on the basis ofthe rates at which one-month U.S. dollar deposits are offered by the ReferenceBanks at approximately 11:00 a.m. (London time) on such date to prime banks inthe London interbank market. In such event, the Securities Administrator shallrequest the principal London office of each of the Reference Banks to provide aquotation of its rate. If at least two such quotations are provided, the ratefor that date will be the arithmetic mean of the quotations (rounded upwards ifnecessary to the nearest whole multiple of 1/16%). If fewer than two quotationsare provided as requested, the rate for that date will be the arithmetic mean ofthe rates quoted by major banks in New York City, selected by the SecuritiesAdministrator (after consultation with the Depositor), at approximately 11:00a.m. (New York City time) on such date for one-month U.S. dollar loans toleading European banks. LIBOR Certificates: As specified in the Preliminary Statement. LIBOR Determination Date: With respect to any Interest AccrualPeriod for the LIBOR Certificates, the second London Business Day preceding thecommencement of such Interest Accrual Period. Lifetime Rate Cap: The provision of each Mortgage Note related to anAdjustable Rate Mortgage Loan which provides for an absolute maximum MortgageInterest Rate thereunder. The Mortgage Interest Rate during the terms of eachAdjustable Rate Mortgage Loan shall not at any time exceed the Mortgage InterestRate at the time of origination of such Adjustable Rate Mortgage Loan by morethan the amount per annum set forth on the Mortgage Loan Schedule. Liquidated Mortgage Loan: With respect to any Distribution Date, adefaulted Mortgage Loan (including any REO Property) which was liquidated orcharged-off in the calendar month preceding the month of such Distribution Dateand as to which the applicable Servicer has certified (in accordance with thisAgreement) that it has made a Final Recovery Determination. Liquidation Event: With respect to any Mortgage Loan, any of thefollowing events: (i) such Mortgage Loan is paid in full; (ii) a Final RecoveryDetermination is made as to such Mortgage Loan; or (iii) such Mortgage Loan isremoved from coverage under this Agreement by reason of its being purchased,sold or replaced pursuant to or as contemplated by this Agreement. With respectto any REO Property, either of the following events: (i) a Final RecoveryDetermination is made as to such REO Property; or (ii) such REO Property isremoved from coverage under this Agreement by reason of its being purchasedpursuant to this Agreement. Liquidation Proceeds: The amounts, other than Insurance Proceeds,Condemnation Proceeds or those received following the acquisition of REOProperty, received in connection with the liquidation of a defaulted MortgageLoan, whether through a trustee’s sale, foreclosure sale or otherwise, includingany Subsequent Recoveries. Litton: Litton Loan Servicing LP, a Delaware limited partnership,and its successors in interest. Loan Group: The Group I Mortgage Loans or the Group II MortgageLoans, as applicable. Loan Group Cap: The Loan Group I Cap or the Loan Group II Cap, asapplicable. Loan Group I Cap: With respect to the Group I Mortgage Loans as ofany Distribution Date, a per annum rate equal to the product of (i) 30 dividedby 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 eachGroup I Mortgage Loan (in each case, less the applicable Expense Fee Rate) thenin 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 theStated Principal Balance of the Mortgage Loans at the beginning of the relatedDue Period, multiplied by 12. Loan Group II Cap: With respect to the Group II Mortgage Loans as ofany Distribution Date, a per annum rate equal to the product of (i) 30 dividedby 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 eachGroup II Mortgage Loan (in each case, less the applicable Expense Fee Rate) thenin 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 theStated Principal Balance of the Mortgage Loans at the beginning of the relatedDue Period, multiplied by 12. Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, atany time, the ratio (expressed as a percentage) of the principal balance of theMortgage Loan as of the date of determination, to the Appraisal Value of therelated Mortgaged Property. London Business Day: Any day on which dealings in deposits of UnitedStates 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 PreliminaryStatement. Lower-Tier Regular Interest: Each of the Class LT-A-1, ClassLT-A-2A, Class LT-A-2B, Class LT-A-2C, Class LT-A-2D, Class LT-M-1, ClassLT-M-2, Class LT-M-3, Class LT-M-4, Class LT-M-5, Class LT-M-6, Class LT-M-7,Class LT-M-8, Class LT-M-9, Class LT-B-1, Class LT-B-2, Class LT-IO, Class LT-3,Class LT-Group I, Class LT-Group II, and Class LT-Accrual Interests as describedin the Preliminary Statement. Lower-Tier REMIC: As described in the Preliminary Statement. Master Servicer: Wells Fargo, and if a successor master servicer isappointed hereunder, such successor. Master Servicer Event of Default: As defined in Section 9.04. Master Servicing Fee: With respect to each Mortgage Loan and anyDistribution Date, an amount equal to the product of (i) one-twelfth of theMaster Servicing Fee Rate and (ii) the Stated Principal Balance of such MortgageLoan as of the first day of the calendar month preceding the month in which suchDistribution Date occurs. Such fee shall be payable monthly. Master Servicing Fee Rate: With respect to any Mortgage Loan, a perannum rate equal to 0.0075%. Master Servicing Officer: Any officer of the Master Servicerinvolved in, or responsible for, the administration and master servicing of theMortgage Loans. Meritage: Meritage Mortgage Corporation, an Oregon corporation, andits successors in interest. Meritage Agreements: Collectively, the Meritage Purchase Agreementand the Meritage Assignment Agreement, copies of which are attached hereto asExhibit BB. Meritage Assignment Agreement: The Assignment, Assumption andRecognition Agreement, dated as of May 26, 2006, by and among Meritage, theSponsor and the Depositor. Meritage Mortgage Loan: Each Mortgage Loan purchased by the Sponsorpursuant to a Meritage Purchase Agreement and identified as a “Meritage MortgageLoan” on the Mortgage Loan Schedule. Meritage Purchase Agreement: The Amended and Restated Mortgage LoanPurchase and Warranties Agreements, dated as of November 1, 2005, by and betweenMeritage and the Sponsor, solely insofar as the Meritage Purchase Agreementrelates to the Meritage Mortgage Loans. MERS: As defined in Section 2.01(b). MERS Designated Mortgage Loan: Mortgage Loans for which (a) theapplicable Original Loan Seller has designated or will designate MERS as, andhas taken or will take such action as is necessary to cause MERS to be, themortgagee of record, as nominee for the applicable Original Loan Seller, inaccordance with the MERS Procedures Manual and (b) the applicable Original LoanSeller 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 beamended, supplemented or otherwise modified from time to time. MERS(R) System: MERS mortgage electronic registry system, as moreparticularly described in the MERS Procedures Manual. Monthly Statement: The statement made available to theCertificateholders pursuant to Section 4.03. Moody’s: Moody’s Investors Service, Inc., and its successors ininterest. If Moody’s is designated as a Rating Agency in the PreliminaryStatement, for purposes of Section 12.05(b) the address for notices to Moody’sshall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York10007, Attention: Residential Mortgage Pass-Through Group, or such other addressas Moody’s may hereafter furnish to the Depositor, the Securities Administrator,the Servicers and the Trustee. Mortgage: The mortgage, deed of trust or other instrument identifiedon the Mortgage Loan Schedule as securing a Mortgage Note, including all ridersthereto. Mortgage File: The items pertaining to a particular Mortgage Loancontained in either the Servicing File or Custodial File. Mortgage Interest Rate: The annual rate of interest borne on aMortgage Note with respect to each Mortgage Loan. Mortgage Loan: An individual Mortgage Loan which is the subject ofthis Agreement, each Mortgage Loan originally sold and subject to this Agreementbeing 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, PrepaymentPremiums and all other rights, benefits, proceeds and obligations arising fromor in connection with such Mortgage Loan, excluding replaced or repurchasedMortgage Loans. Mortgage Loan Documents: The mortgage loan documents pertaining toeach Mortgage Loan. Mortgage Loan Schedule: A schedule of Mortgage Loans delivered tothe Securities Administrator on the Closing Date and referred to on Schedule I,such schedule setting forth the following information with respect to eachMortgage Loan as of the Cut-off Date: (1) the applicable Original Loan Seller’sMortgage Loan identifying number; (2) the Mortgagor’s name; (3) the streetaddress of the Mortgaged Property including the city, state and zip code; (4) acode indicating whether the Mortgaged Property is owner-occupied, a second homeor investment property; (5) the number and type of residential unitsconstituting the Mortgaged Property (i.e., a single family residence, a 2-4family residence, a unit in a condominium project or a unit in a planned unitdevelopment or a manufactured housing unit); (6) the original months to maturityor the remaining months to maturity from the Cut-off Date, in any case based onthe original amortization schedule and, if different, the maturity expressed inthe same manner but based on the actual amortization schedule; (7) with respectto First Lien Mortgage Loans, the Loan-to-Value Ratio at origination, and withrespect to Second Lien Mortgage Loans, the Combined Loan-to-Value Ratio atorigination; (8) the Mortgage Interest Rate as of the Cut-off Date; (9) the dateon which the Scheduled Payment was due on the Mortgage Loan and, if such date isnot consistent with the Due Date currently in effect, such Due Date; (10) thestated maturity date; (11) the amount of the Scheduled Payment as of the Cut-offDate; (12) the last payment date on which a Scheduled Payment was actuallyapplied to pay interest and the outstanding principal balance; (13) the originalprincipal amount of the Mortgage Loan; (14) the principal balance of theMortgage Loan as of the close of business on the Cut-off Date, after deductionof 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) withrespect to Adjustable Rate Mortgage Loans, the Gross Margin; (17) with respectto Adjustable Rate Mortgage Loans, the Lifetime Rate Cap under the terms of theMortgage Note; (18) with respect to Adjustable Rate Mortgage Loans, a codeindicating the type of Index; (19) with respect to Adjustable Rate MortgageLoans, the Periodic Mortgage Interest Rate Cap under the terms of the MortgageNote; (20) with respect to Adjustable Rate Mortgage Loans, the Periodic MortgageInterest Rate Floor under the terms of the Mortgage Note; (21) the type ofMortgage Loan (i.e., fixed rate, adjustable rate, first lien, second lien); (22)a code indicating the purpose of the loan (i.e., purchase, rate and termrefinance, equity take-out refinance); (23) a code indicating the documentationstyle (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) thePrepayment Premium period of such Mortgage Loan, if applicable; (27) adescription of the Prepayment Premium, if applicable; (28) the Mortgage InterestRate 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 MortgageLoan, if applicable; (32) a code indicating whether the Mortgage Loan isassumable; (33) the Mortgage Interest Rate adjustment period; (34) the MortgageInterest Rate floor; (35) the Mortgage Interest Rate calculation method (i.e.,30/360, simple interest, other); (36) a code indicating whether the MortgageLoan has been modified; (37) the one-year payment history; (38) the Due Date forthe first Scheduled Payment; (39) the original Scheduled Payment due; (40) withrespect to the related Mortgagor, the debt-to-income ratio; (41) the AppraisedValue of the Mortgaged Property; (42) the sales price of the Mortgaged Propertyif the Mortgage Loan was originated in connection with the purchase of theMortgaged Property; (43) whether the Mortgage Loan is covered by PMI policy andname of insurer; (44) with respect to each MERS Designated Mortgage Loan, theMERS identification number; (45) a code indicating whether the Mortgage Loan isa Group I Mortgage Loan or a Group II Mortgage Loan; (46) a code indicating if aMortgage Loan is or has had a 30 Day Delinquency; (47) with respect to each MERSDesignated Mortgage Loan, the MERS identification number; (48) a code indicatingif the Mortgage Loan is an Interest Only Mortgage Loan; (49) a code indicatingwhether such Mortgage Loan is a Home Loan; (50) the Original Purchase Date; (51)the applicable Custodian; (52) the applicable Servicer and (53) anidentification of the Mortgage Loan as an Aames Mortgage Loan, an AcousticMortgage Loan, a Conduit Mortgage Loan, a Fremont Mortgage Loan, an ImpacMortgage Loan or a Meritage Mortgage Loan. With respect to the Mortgage Loans inthe aggregate: (1) the number of Mortgage Loans; (2) the current aggregateoutstanding principal balance of the Mortgage Loans; (3) the weighted averageMortgage Interest Rate of the Mortgage Loans; and (4) the weighted averagematurity of the Mortgage Loans. Mortgage Note: The note or other evidence of the indebtedness of aMortgagor under a Mortgage Loan, including all riders thereto. Mortgaged Property: The real property (or leasehold estate, ifapplicable) identified on the Mortgage Loan Schedule as securing repayment ofthe debt evidenced by a Mortgage Note. Mortgagor: The obligor(s) on a Mortgage Note. Net Monthly Excess Cash Flow: For any Distribution Date the amountremaining for distribution pursuant to Section 4.02(a)(iii) (before givingeffect to distributions pursuant to such subsection). Net Prepayment Interest Shortfall: For any Distribution Date, theamount by which the sum of the Prepayment Interest Shortfalls for suchDistribution Date exceeds the sum of the Compensating Interest payments madewith respect to such Distribution Date. Net Swap Payment: With respect to any Distribution Date, any netpayment (other than a Swap Termination Payment) payable by the Trust to the SwapProvider on the related Fixed Rate Payer Payment Date (as defined in theInterest Rate Swap Agreement). Net Swap Receipt: With respect to any Distribution Date, any netpayment (other than a Swap Termination Payment) made by the Swap Provider to theTrust on the related Floating Rate Payer Payment Date (as defined in theInterest Rate Swap Agreement). NIM Issuer: The entity established as the issuer of the NIMSecurities. NIM Securities: Any debt securities secured or otherwise backed bysome or all of the Class X and Class P Certificates that are rated by one ormore Rating Agencies. NIM Trustee: The trustee for the NIM Securities. 90+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect towhich any portion of a Scheduled Payment is, as of the last day of the prior DuePeriod, three months or more past due (without giving effect to any graceperiod), including each Mortgage Loan in foreclosure, all REO Property and eachMortgage 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 orproposed to be made in respect of a Mortgage Loan or REO Property that, in thegood faith business judgment of the applicable Servicer, the Master Servicer orany successor Master Servicer including the Trustee, will not or, in the case ofa proposed P&I Advance, would not be ultimately recoverable from related latepayments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds onsuch Mortgage Loan or REO Property as provided herein. Nonrecoverable Servicing Advance: Any Servicing Advances previouslymade or proposed to be made in respect of a Mortgage Loan or REO Property,which, in the good faith business judgment of the applicable Servicer, theMaster Servicer or any successor Master Servicer including the Trustee, will notor, in the case of a proposed Servicing Advance, would not, be ultimatelyrecoverable from related Insurance Proceeds, Condemnation Proceeds, LiquidationProceeds or otherwise. Non-Rule 144A Investment Letter: As defined in Section 5.02(b). Notice of Final Distribution: The notice to be provided pursuant toSection 9.02 to the effect that final distribution on any of the Certificatesshall 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 anyServicer or the Master Servicer, as applicable, with responsibility for theservicing of the Mortgage Loans required to be serviced by such Servicer andlisted on a list delivered to the Trustee and Securities Administrator pursuantto this Agreement. Opinion of Counsel: A written opinion of counsel, who may bein-house counsel for a Servicer or a Subservicer, reasonably acceptable to theTrustee and/or the Securities Administrator; provided, that any Opinion ofCounsel relating to (a) qualification of any Trust REMIC as a REMIC or (b)compliance with the REMIC Provisions, must (unless otherwise stated in suchOpinion of Counsel) be an opinion of counsel who (i) is in fact independent ofsuch Servicer or the Master Servicer of the Mortgage Loans, (ii) does not haveany material direct or indirect financial interest in such Servicer or theMaster Servicer of the Mortgage Loans or in an Affiliate of such Servicer and(iii) is not connected with such Servicer or the Master Servicer of the MortgageLoans as an officer, employee, director or person performing similar functions. Optional Termination Date: The Distribution Date on which theaggregate Stated Principal Balance of the Mortgage Loans, as of the last day ofthe related Due Period, is equal to (i) with respect to Avelo, 10% or less ofthe Cut-off Date Pool Principal Balance or (ii) with respect to Litton, 5% orless of the Cut-off Date Pool Principal Balance. Original Loan Sellers: With respect to each Aames Mortgage Loan,Aames, with respect to each Fremont Mortgage Loan, Fremont, with respect to eachImpac Mortgage Loan, Impac, with respect to each Meritage Mortgage Loan,Meritage, with respect to each Acoustic Mortgage Loan, Acoustic and with respectto each Conduit Mortgage Loan, the Person who sold such Conduit Mortgage Loan tothe Sponsor. Original Purchase Date: With respect to any Mortgage Loan, the dateon which the applicable Original Loan Seller sold such Mortgage Loan to theSponsor pursuant to the applicable Purchase Agreement. OTS: Office of Thrift Supervision, and any successor thereto. Outstanding: With respect to the Certificates as of any date ofdetermination, all Certificates theretofore executed and authenticated underthis Agreement except: (i) Certificates theretofore cancelled by the SecuritiesAdministrator or delivered to the Securities Administrator for cancellation; and (ii) Certificates in exchange for which or in lieu of which otherCertificates have been executed and delivered by the Securities Administratorpursuant to this Agreement. Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan witha Stated Principal Balance greater than zero which was not the subject of aPrincipal Prepayment in Full prior to such Due Date and which did not become aLiquidated 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 forsuch Distribution Date over (b) the aggregate of the Class Certificate Balancesof the LIBOR Certificates and the Residual Certificates as of such DistributionDate (after giving effect to the payment of the Principal Remittance Amount onsuch Certificates on such Distribution Date). Overcollateralization Deficiency: With respect to any DistributionDate, the excess, if any, of (a) the Specified Overcollateralized Amountapplicable to such Distribution Date over (b) the Overcollateralized Amountapplicable 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 theCut-off Date. Overcollateralization Reduction Amount: With respect to anyDistribution Date, an amount equal to the lesser of (a) the ExcessOvercollateralized Amount and (b) the Net Monthly Excess Cash Flow. Ownership Interest: As to any Residual Certificate, any ownershipinterest in such Certificate including any interest in such Certificate as theHolder thereof and any other interest therein, whether direct or indirect, legalor beneficial. P&I Advance: As to any Mortgage Loan or REO Property, any advancemade by the applicable Servicer in respect of any Remittance Date representingthe aggregate of all payments of principal and interest, net of the ServicingFee, that were due during the related Due Period on the Mortgage Loans and thatwere delinquent on the related Remittance Date, plus certain amountsrepresenting assumed payments not covered by any current net income on theMortgaged Properties acquired by foreclosure or deed in lieu of foreclosure asdetermined pursuant to Section 4.01(a). 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, 0.150%; Class A-2A Certificates, 0.050%; Class A-2BCertificates, 0.100%; Class A-2C Certificates, 0.160%; Class A-2D Certificates,0.250%; Class M-1 Certificates, 0.280%; Class M-2 Certificates, 0.300%; ClassM-3 Certificates, 0.340%; Class M-4 Certificates, 0.350%; Class M-5Certificates, 0.380%; Class M-6 Certificates, 0.470%; Class M-7 Certificates,0.880%; Class M-8 Certificates, 1.100%; Class M-9 Certificates, 1.870%; ClassB-1 Certificates, 2.500%; and Class B-2 Certificates, 2.500%. On the firstpossible Optional Termination Date, the Pass-Through Margins shall increase to:Class A-1 Certificates, 0.300%; Class A-2A Certificates, 0.100%; Class A-2BCertificates, 0.200%; Class A-2C Certificates, 0.320%; Class A-2D Certificates,0.500%; Class M-1 Certificates, 0.420%; Class M-2 Certificates, 0.450%; ClassM-3 Certificates, 0.510%; Class M-4 Certificates, 0.525%; Class M-5Certificates, 0.570%; Class M-6 Certificates, 0.705%; Class M-7 Certificates,1.320%; Class M-8 Certificates, 1.650%; Class M-9 Certificates, 2.805%; ClassB-1 Certificates, 3.750%; and Class B-2 Certificates, 3.750%. Pass-Through Rate: For each Class of Regular Certificates, eachPooling-Tier REMIC-1 Regular Interest, each Pooling-Tier REMIC-2 RegularInterest, each Lower-Tier Regular Interest, each Upper-Tier Regular Interest,and each Class X REMIC Regular Interest, the per annum rate set forth orcalculated in the manner described in the Preliminary Statement. PCAOB: The Public Company Accounting Oversight Board. Percentage Interest: As to any Certificate, the percentage interestevidenced thereby in distributions required to be made on the related Class,such percentage interest being set forth on the face thereof or equal to thepercentage obtained by dividing the Denomination of such Certificate by theaggregate of the Denominations of all Certificates of the same Class. Periodic Mortgage Interest Rate Cap: With respect to each AdjustableRate Mortgage Loan, the provision of each Mortgage Note which provides for anabsolute maximum amount by which the Mortgage Interest Rate therein may increaseor decrease on an Adjustment Date above or below the Mortgage Interest Ratepreviously in effect. The Periodic Mortgage Interest Rate Cap for eachAdjustable Rate Mortgage Loan is the rate set forth on the Mortgage LoanSchedule. Periodic Mortgage Interest Rate Floor: With respect to eachAdjustable Rate Mortgage Loan, the provision of each Mortgage Note whichprovides for an absolute minimum amount by which the Mortgage Interest Ratetherein may increase or decrease on an Adjustment Date above or below theMortgage Interest Rate previously in effect. The Periodic Mortgage Interest RateFloor for each Adjustable Rate Mortgage Loan is the rate set forth on theMortgage Loan Schedule. Permitted Investments: Any one or more of the following obligationsor securities acquired at a purchase price of not greater than par, regardlessof whether issued by any Servicer, the Trustee, the Securities Administrator orany 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 Standard & Poor’s 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 Securities Administrator 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 such funds are so rated by such Rating Agency); and (vii) if previously confirmed in writing to the Securities Administrator, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies as a permitted investment of funds backing “Aaa” or “AAA” rated securities;provided, however, that no instrument described hereunder shall evidence eitherthe right to receive (a) only interest with respect to the obligationsunderlying such instrument or (b) both principal and interest payments derivedfrom obligations underlying such instrument and the interest and principalpayments with respect to such instrument provide a yield to maturity at pargreater than 120% of the yield to maturity at par of the underlying obligations.For investments in the Distribution Account (except during the SecuritiesAdministrator Float Period), only the obligations or securities (or instrumentswhich invest in the obligations or securities) specified in clause (i) aboveshall constitute Permitted Investments. Permitted Transferee: Any Person other than (i) the United States,any State or political subdivision thereof, or any agency or instrumentality ofany of the foregoing, (ii) a foreign government, international organization orany 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 taximposed by Section 511 of the Code on unrelated business taxable income) on anyexcess inclusions (as defined in Section 860E(c)(1) of the Code) with respect toany Residual Certificate, (iv) rural electric and telephone cooperativesdescribed 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 Certificateis attributable to a foreign permanent establishment or fixed base (within themeaning of an applicable income tax treaty) of such Person or any other U.S.Person, or a U.S. Person treated as a partnership for federal income taxpurposes, any beneficial owner of which (other than through a U.S. corporation)is not a U.S. Person, (vi) an “electing large partnership” within the meaning ofSection 775 of the Code and (vii) any other Person so designated by theDepositor based upon an Opinion of Counsel that the Transfer of an OwnershipInterest in a Residual Certificate to such Person may cause any Trust REMIC tofail to qualify as a REMIC at any time that the Certificates are outstanding.The terms “United States,” “State” and “international organization” shall havethe meanings set forth in Section 7701 of the Code or successor provisions. Acorporation will not be treated as an instrumentality of the United States or ofany State or political subdivision thereof for these purposes if all of itsactivities are subject to tax and, with the exception of Freddie Mac, a majorityof 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 politicalsubdivision 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, theaggregate of the Stated Principal Balances of the Mortgage Loans for suchDistribution Date that were Outstanding Mortgage Loans on the Due Date in therelated Due Period. Pooling-Tier REMIC-1: As described in the Preliminary Statement. Pooling-Tier REMIC-1 Interest Rate: As described in the PreliminaryStatement. Pooling-Tier REMIC-1 Loan Group I WAC Rate: With respect to theGroup 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 MortgageLoan (in each case, less than the applicable Expense Fee Rate) then in effect onthe 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 AccrualPeriod. Pooling-Tier REMIC-1 Loan Group II WAC Rate: With respect to theGroup 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 MortgageLoan (in each case, less than the applicable Expense Fee Rate) then in effect onthe 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 AccrualPeriod. Pooling-Tier REMIC-1 Principal Amount: As described in thePreliminary Statement. Pooling-Tier REMIC-1 Regular Interest: As described in thePreliminary Statement. Pooling-Tier REMIC-2: As described in the Preliminary Statement. Pooling-Tier REMIC-2 Interest Rate: As described in the PreliminaryStatement. Pooling-Tier REMIC-2 IO Interest: Any of the Pooling-Tier REMIC-2Regular Interests with the designation “IO” in its name. Pooling-Tier REMIC-2 IO Notional Balance: As described in thePreliminary Statement. Pooling-Tier REMIC-2 Principal Amount: As described in thePreliminary Statement. Pooling-Tier REMIC-2 Regular Interest: As described in thePreliminary Statement. Prepayment Interest Shortfall: With respect to any DistributionDate, the sum of, for each Mortgage Loan that was, during the related PrepaymentPeriod, the subject of a Principal Prepayment that was applied by the applicableServicer to reduce the outstanding principal balance of such Mortgage Loan on adate preceding the Due Date in the succeeding Prepayment Period, an amount equalto the product of (a) the Mortgage Interest Rate net of the Servicing Fee Ratefor such Mortgage Loan, (b) the amount of the Principal Prepayment for suchMortgage Loan, (c) 1/360 and (d) the number of days commencing on the date onwhich such Principal Prepayment was applied and ending on the last day of therelated Prepayment Period. Prepayment Period: With respect to any Distribution Date, thecalendar month preceding the calendar month in which such Distribution Dateoccurs. Prepayment Premium: Any prepayment premium, penalty or chargecollected by any Servicer with respect to a Mortgage Loan from a Mortgagor inconnection with any voluntary Principal Prepayment pursuant to the terms of therelated 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 recoveryof principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan)which is received in advance of its scheduled Due Date, excluding any PrepaymentPremium and which is not accompanied by an amount of interest representingscheduled interest due on any date or dates in any month or months subsequent tothe month of prepayment. Principal Prepayment in Full: Any Principal Prepayment made by aMortgagor 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) withrespect to the related Due Period: (i) each Scheduled Payment of principal on aMortgage Loan due during such Due Period and received by the applicable Serviceron or prior to the related Determination Date or advanced by the applicableServicer for the related Remittance Date, (ii) all Principal Prepaymentsreceived during the related Prepayment Period, (iii) all Liquidation Proceeds,Condemnation Proceeds and Insurance Proceeds on the Mortgage Loans allocable toprincipal actually collected by the applicable Servicer during the relatedPrepayment Period, (iv) the portion of the Repurchase Price allocable toprincipal with respect to each Deleted Mortgage Loan, the repurchase obligationfor which arose during the related Prepayment Period, that was repurchasedduring the period from the prior Distribution Date through the Remittance Datefor the current Distribution Date, (v) the portion of all SubstitutionAdjustment Amounts allocable to principal with respect to the substitutions ofMortgage Loans that occur during the calendar month in which such DistributionDate occurs, and (vi) the allocable portion of the proceeds received withrespect to the termination of the Trust Fund pursuant to clause (a) of Section9.01 (to the extent such proceeds relate to principal). Privacy Laws: Title V of the Gramm-Leach-Bliley Act of 1999, asamended, and all applicable regulations promulgated thereunder. Private Certificates: As specified in the Preliminary Statement. Prospectus Supplement: The Prospectus Supplement, dated May 23,2006, relating to the Offered Certificates. PTCE 95-60: As defined in Section 5.02(b). PUD: A planned unit development. Purchase Agreement: The Aames Purchase Agreement, the FremontPurchase Agreement, the Impac Purchase Agreement, the Meritage PurchaseAgreement or the Acoustic Purchase Agreement, as applicable. Rated Final Distribution Date: For each Class of LIBOR Certificatesthe Distribution Date occurring in May 2036. Rating Agency: Each of the Rating Agencies specified in thePreliminary Statement. If such organization or a successor is no longer inexistence, “Rating Agency” shall be such nationally recognized statisticalrating organization, or other comparable Person, as is designated by theDepositor, notice of which designation shall be given to the Trustee and theSecurities Administrator. References herein to a given rating or rating categoryof a Rating Agency shall mean such rating category without giving effect to anymodifiers. For purposes of Section 12.05(b), the addresses for notices to eachRating Agency shall be the address specified therefor in the definitioncorresponding to the name of such Rating Agency, or such other address as eithersuch Rating Agency may hereafter furnish to the Depositor, the SecuritiesAdministrator, the Trustee and the Servicers. Realized Losses: With respect to any date of determination and anyLiquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principalbalance of such Liquidated Mortgage Loan together with accrued and unpaidinterest thereon exceeds (b) the Liquidation Proceeds with respect thereto netof the expenses incurred by the applicable Servicer in connection with theliquidation of such Liquidated Mortgage Loan and net of the amount ofunreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan. Record Date: With respect to any Distribution Date, the close ofbusiness on the last Business Day of the related Interest Accrual Period;provided, however, that for any Certificate issued in definitive form, theRecord Date shall be the close of business on the last Business Day of the monthpreceding 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. Regulation AB: Subpart 229.1100 – Asset Backed Securities(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended fromtime to time, and subject to such clarification and interpretation as have beenprovided by the Commission in the adopting release (Asset-Backed Securities,Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) orby the staff of the Commission, or as may be provided by the Commission or itsstaff from time to time. Relief Act Interest Shortfall: With respect to any Distribution Dateand any Mortgage Loan, any reduction in the amount of interest collectible onsuch Mortgage Loan for the most recently ended Due Period as a result of theapplication of the Servicemembers Civil Relief Act, or any similar state orlocal statutes. REMIC: A “real estate mortgage investment conduit” within themeaning of Section 860D of the Code. REMIC Provisions: Provisions of the federal income tax law relatingto real estate mortgage investment conduits, which appear at Sections 860Athrough 860G of Subchapter M of Chapter 1 of the Code, and related provisions,and regulations promulgated thereunder, as the foregoing may be in effect fromtime to time as well as provisions of applicable state laws. Remittance Date: With respect to any Distribution Date, no laterthan 1:30 PM New York City Time on the Business Day immediately preceding suchDistribution Date and with respect to Litton, no later than 1:30 PM New YorkCity Time on the 14th day of each calendar month or, if such day is not aBusiness Day, the next succeeding Business Day. REO Disposition: The final sale by the applicable Servicer of anyREO Property. REO Imputed Interest: As to any REO Property, for any period, anamount equivalent to interest (at the Mortgage Interest Rate net of theServicing Fee Rate that would have been applicable to the related Mortgage Loanhad it been outstanding) on the unpaid principal balance of the Mortgage Loan asof the date of acquisition thereof (as such balance is reduced pursuant toSection 3.17 by any income from the REO Property treated as a recovery ofprincipal). REO Property: A Mortgaged Property acquired by the Trust Fundthrough foreclosure or deed-in-lieu of foreclosure in connection with adefaulted Mortgage Loan. Replacement Swap Provider Payment: Any payments that have beenreceived by the Trust as a result of entering into a replacement interest rateswap agreement following an Additional Termination Event described in Part5(n)(iii) of the Schedule to the Interest Rate Swap Agreement. Reportable Event: As defined in Section 8.12(g). Reporting Date: The 10th day of each calendar month or theimmediately following Business Day if the 10th is not a Business Day. Representations and Warranties Agreement: The Representations andWarranties Agreement, dated as of May 26, 2006, by and between the Depositor andthe Sponsor, a copy of which is attached hereto as Exhibit S. Repurchase Price: With respect to any Mortgage Loan, (a) repurchasedby the Sponsor, an amount equal to the sum of (i) the unpaid principal balanceof such Mortgage Loan as of the date of repurchase, (ii) interest on such unpaidprincipal balance of such Mortgage Loan at the Mortgage Interest Rate from thelast date through which interest has been paid and distributed to the SecuritiesAdministrator to the date of repurchase, (iii) all unreimbursed ServicingAdvances, (iv) all expenses incurred by the applicable Servicer, the MasterServicer, the Trust or the Trustee, as the case may be, in respect of a breachor defect, including, without limitation, expenses arising out of anyServicer’s, the Master Servicer’s or the Trustee’s, as the case may be,enforcement of the Sponsor’s repurchase obligations, to the extent not includedin clause (iii), and (v) any costs and damages incurred by the Trust inconnection with any violation by such Mortgage Loan of any predatory lending lawor abusive lending law, and (b) repurchased by Aames, the “Repurchase Price” asdefined in the Aames Purchase Agreement, repurchased by Fremont, “the”Repurchase Price” as defined in the Fremont Purchase Agreement, repurchased byImpac, “the “Repurchase Price” as defined in the Impac Purchase Agreement orrepurchased by Meritage, “the “Repurchase Price” as defined in the MeritagePurchase Agreement, as applicable. Request for Release: The Request for Release submitted by theapplicable Servicer to each Custodian substantially in the form of Exhibit L. Residual Certificates: As specified in the Preliminary Statement. Responsible Officer: When used with respect to the Trustee, theMaster Servicer, or the Securities Administrator, any vice president, anyassistant vice president, any assistant secretary, any assistant treasurer, anyassociate assigned, with respect to the Trustee, to the Global Securities andTrust Services Group (or successor group) or any other officer of the Trustee,the Master Servicer or the Securities Administrator customarily performingfunctions similar to those performed by any of the above designated officers whoat 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 familiaritywith the particular subject and who shall have direct responsibility for theadministration of this Agreement. Rule 144A Letter: As defined in Section 5.02(b). Sarbanes Certification: As defined in Section 8.12(c). Scheduled Payment: The scheduled monthly payment on a Mortgage Loandue on any Due Date allocable to principal and/or interest on such Mortgage Loanwhich, unless otherwise specified herein, shall give effect to any related DebtService Reduction and any Deficient Valuation that affects the amount of themonthly payment due on such Mortgage Loan. Second Lien Mortgage Loan: A Mortgage Loan secured by a second lienMortgage on the related Mortgaged Property. Securities Act: The Securities Act of 1933, as amended. Securities Administrator: Wells Fargo, and its successors ininterest, if any, and, if a successor securities administrator is appointedhereunder, such successor. Securities Administrator Float Period: With respect to theDistribution Date and the related amounts in the Distribution Account, theperiod commencing on the Business Day immediately preceding such DistributionDate and ending on such Distribution Date. Senior Enhancement Percentage: With respect to any DistributionDate, the percentage obtained by dividing (x) the sum of (i) the aggregate ClassCertificate Balance of the Subordinated Certificates and (ii) theOvercollateralized Amount (in each case after taking into account thedistribution of the Principal Distribution Amount and any principal payments onthose Classes of Certificates from the Supplemental Interest Trust on thatDistribution Date) by (y) the aggregate Stated Principal Balance of the MortgageLoans for such Distribution Date. Senior Specified Enhancement Percentage: As of any date ofdetermination, 49.70%. Servicer: Litton, SPS, Avelo or Fremont (solely with respect to theFremont Mortgage Loans, and only until the Servicing Transfer Date), asapplicable, and if a successor servicer to any is appointed hereunder, suchsuccessor. When the term “Servicer” is used in this Agreement in connection withthe administration of servicing obligations with respect to any Mortgage Loan,Mortgaged Property, REO Property or Mortgage File, “Servicer” shall mean thePerson identified as the Servicer of such Mortgage Loan on the Mortgage LoanSchedule. Servicer Remittance Report: As defined in Section 4.03(d). Servicer’s Assignee: As defined in Section 12.07. Servicing Advances: The reasonable “out-of-pocket” costs andexpenses (including legal fees) incurred by the applicable Servicer in theperformance of its servicing obligations in connection with a default,delinquency or other unanticipated event, including, but not limited to, thecost of (i) the preservation, restoration, inspection and protection of aMortgaged Property, (ii) any enforcement or judicial proceedings, includingforeclosures and litigation, in respect of a particular Mortgage Loan, (iii) themanagement (including reasonable fees in connection therewith) and liquidationof any REO Property and (iv) the performance of its obligations under Sections3.01, 3.09, 3.13 and 3.15. None of the Servicers shall be required to make anyNonrecoverable Servicing Advances. Servicing Criteria: The “servicing criteria” set forth in Item1122(d) of Regulation AB, which as of the Closing Date are listed on Exhibit Thereto. Servicing Fee: With respect to each Servicer, each Mortgage Loanserviced by such Servicer and for any Distribution Date, an amount equal to theproduct of (i) one-twelfth of the Servicing Fee Rate and (ii) the StatedPrincipal Balance of such Mortgage Loan as of the first day of the calendarmonth preceding the month in which such Distribution Date occurs. Such fee shallbe payable monthly. The Servicing Fee is payable solely from the interestportion (including recoveries with respect to interest from LiquidationProceeds, Insurance Proceeds, Condemnation Proceeds and proceeds received withrespect to REO Properties, to the extent permitted by Section 3.11) of suchScheduled Payment collected by such Servicer or as otherwise provided underSection 3.11. Servicing Fee Rate: With respect to each Mortgage Loan, 0.50% perannum. Servicing File: With respect to each Mortgage Loan, the fileretained by the applicable Servicer consisting of originals or copies of alldocuments in the Mortgage File which are not delivered to the applicableCustodian in the Custodial File and copies of the Mortgage Loan Documents setforth in Exhibit M hereto. Servicing Function Participant: As defined in Section 3.23(a). Servicing Officer: Any officer of any Servicer involved in, orresponsible for, the administration and servicing of the Mortgage Loans whosename and facsimile signature appear on a list of servicing officers furnished tothe Master Servicer and the Trustee by such Servicer on the Closing Datepursuant to this Agreement, as such list may from time to time be amended. Servicing Rights: Any and all of the following: (a) all rights andobligations to service the Mortgage Loans; (b) any compensation for servicingthe Mortgage Loans; (c) any late fees, penalties or similar payments withrespect to the Mortgage Loans (other than prepayment penalties); (d) allagreements or documents creating, defining or evidencing any such servicingrights to the extent they relate to such servicing rights; (e) any interest onEscrow Accounts allowed by law or other similar payments with respect to theMortgage Loans and any amounts actually collected with respect thereto; (f) allaccounts and other rights to payment related to any of the property described inthis paragraph; (g) the right to possess and use any and all servicing files,servicing records, data tapes, computer records, or other information pertainingto the Mortgage Loans to the extent relating to the past, present or prospectiveservicing of the Mortgage Loans; and (h) all rights, powers and privilegesincident to any of the foregoing. Servicing Rights Pledgee: One or more lenders, selected by Litton,to which Litton may pledge and assign some or all of its right, title andinterest in, to and under this Agreement (other than rights with respect to P&IAdvances and Servicing Advances herein) pursuant to and as provided in Section6.06, including without limitation JPMorgan Chase Bank, National Association asthe representative of certain lenders. Servicing Transfer Costs: All reasonable out-of-pocket costs andexpenses incurred by the Master Servicer or Trustee in connection with thetransfer of servicing from a terminated Servicer, including, without limitation,any such costs or expenses associated with the complete transfer of allservicing data and the completion, correction or manipulation of such servicingdata as may be required by the Master Servicer to correct any errors orinsufficiencies in the servicing data or otherwise to enable the Master Servicer(or any successor Servicer appointed pursuant to Section 7.02) to service theMortgage Loans properly and effectively. Servicing Transfer Date: With respect to each applicable MortgageLoan, the date, previously identified in writing to the Securities Administratorand the related Servicer by the Depositor or its designee, on which servicing ofthe applicable Mortgage Loans was transferred to related Servicer. Similar Law: As defined in Section 5.02(b). 60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect towhich any portion of a Scheduled Payment is, as of the last day of the prior DuePeriod, 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 forwhich the Mortgagor has filed for bankruptcy. Specified Overcollateralized Amount: Prior to the Stepdown Date, anamount equal to 2.90% of the Cut-off Date Pool Principal Balance. On and afterthe Stepdown Date, an amount equal to 5.80% of the aggregate Stated PrincipalBalance of the Mortgage Loans for such Distribution Date, subject, until theClass Certificate Balance of each Class of LIBOR Certificates has been reducedto zero, to a minimum amount equal to the Overcollateralization Floor; provided,however, that if, on any Distribution Date, a Trigger Event exists, theSpecified Overcollateralized Amount shall not be reduced to the applicablepercentage of the then current aggregate Stated Principal Balance of theMortgage Loans until the Distribution Date on which a Trigger Event no longerexists. When the Class Certificate Balance of each Class of LIBOR Certificateshas been reduced to zero, the Specified Overcollateralized Amount willthereafter equal zero. Sponsor: Goldman Sachs Mortgage Company, a New York limitedpartnership, and its successors in interest, as purchaser of the Mortgage Loansunder each of the Purchase Agreements. SPS: Select Portfolio Servicing, Inc., a Utah corporation, and itssuccessors in interest. SPV: As defined in Section 12.07. Standard & Poor’s: Standard & Poor’s Ratings Services, a division ofThe McGraw-Hill Companies, Inc., and its successors in interest. If Standard &Poor’s is designated as a Rating Agency in the Preliminary Statement, forpurposes of Section 12.05(b) the address for notices to Standard & Poor’s shallbe Standard & Poor’s, 55 Water Street, New York, New York 10041, Attention:Residential Mortgage Surveillance Group – GSAMP Trust 2006-HE3, or such otheraddress as Standard & Poor’s may hereafter furnish to the Depositor, theSecurities Administrator, the Servicers, each Custodian and the Trustee. Standard & Poor’s Glossary: Version 5.6(b) of the Standard & Poor’sLEVELS(R) Glossary. Start-up Day: As defined in Section 2.05. Stated Principal Balance: As to each Mortgage Loan and as of anydate of determination, (i) the principal balance of the Mortgage Loan at theCut-off Date after giving effect to payments of principal due on or before suchdate (whether or not received), minus (ii) all amounts previously remitted tothe Securities Administrator with respect to the related Mortgage Loanrepresenting payments or recoveries of principal including advances in respectof Scheduled Payments of principal. For purposes of any Distribution Date, theStated Principal Balance of any Mortgage Loan will give effect to any ScheduledPayments of principal received by the related Servicer on or prior to therelated Determination Date or advanced by the related Servicer for the relatedRemittance Date and any unscheduled principal payments and other unscheduledprincipal collections received during the related Prepayment Period, and theStated Principal Balance of any Mortgage Loan that has prepaid in full or hasbecome a Liquidated Mortgage Loan during the related Prepayment Period shall bezero. Stepdown Date: The earlier to occur of (a) the date on which theaggregate Class Certificate Balances of the Class A Certificates have beenreduced to zero, and (b) the later to occur of (i) the Distribution Date in June2009, and (ii) the first Distribution Date on which the Senior EnhancementPercentage is greater than or equal to the Senior Specified EnhancementPercentage. Subcontractor: Any third-party or Affiliated vendor, subcontractoror other Person utilized by a Servicer, a Subservicer, the Trustee or anyCustodian, as applicable, that is not responsible for the overall servicing (as”servicing” is commonly understood by participants in the mortgage-backedsecurities market) of Mortgage Loans but performs one or more discrete functionsidentified in Item 1122(d) of Regulation AB with respect to Mortgage Loans. Subordinated Certificates: As specified in the PreliminaryStatement. Subsequent Recoveries: Amounts received with respect to anyLiquidated Mortgage Loan after it has become a Liquidated Mortgage Loan. Subservicer: Any Person that services Mortgage Loans on behalf of aServicer or any Subservicer and is responsible for the performance (whetherdirectly or through Subservicers or Subcontractors) of a substantial portion ofthe material servicing functions required to be performed by a Servicer underthis Agreement, with respect to some or all of the Mortgage Loans, that areidentified in Item 1122(d) of Regulation AB. 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 substitutedfor a Deleted Mortgage Loan pursuant to the terms of the Aames AssignmentAgreement, the Fremont Assignment Agreement, the Impac Assignment Agreement orthe Representations and Warranties Agreement, as applicable. Substitution Adjustment Amount: Any amount required to be paid inconnection with a Substitute Mortgage Loan pursuant to the Aames AssignmentAgreement, the Fremont Assignment Agreement, the Impac Assignment Agreement orthe Representations and Warranties Agreement, as applicable. Supplemental Interest Trust: The corpus of a trust created pursuantto Section 4.06 of this Agreement, consisting of the Interest Rate SwapAgreement, 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 relatedInterest Accrual Period), the product of (i) USD-LIBOR-BBA (as used in theInterest Rate Swap Agreement), (ii) two, and (iii) the quotient of (a) theactual number of days in the Interest Accrual Period for the LIBOR Certificatesdivided by (b) 30. Swap Provider: Goldman Sachs Mitsui Marine Derivative Products,L.P., a Delaware limited partnership, and its successors in interest, and anysuccessor swap provider under any replacement Interest Rate Swap Agreement. Swap Termination Payment: Any payment payable by the Trust or theSwap Provider upon termination of the Interest Rate Swap Agreement as a resultof an Event of Default (as defined in the Interest Rate Swap Agreement) or aTermination Event (as defined in the Interest Rate Swap Agreement). Tax Matters Person: The Holder of the (i) Class RC, (ii) Class R and(iii) Class RX Certificates designated as “tax matters person” of (i)Pooling-Tier REMIC-1, (ii) Pooling-Tier REMIC-2, the Lower-Tier REMIC and theUpper-Tier REMIC, and (iii) the Class X REMIC respectively, in the mannerprovided under Treasury Regulations Section 1.860F-4(d) and Treasury RegulationsSection 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 theBridge Telerate Service (or such other page as may replace that page on thatservice for displaying comparable rates or prices). Termination Price: As defined in Section 9.01. 30 Day Delinquency: The failure of the Mortgagor to make anyScheduled Payment due under the Mortgage Note on a Due Date, which failurecontinues unremedied for a period of one month after the following Due Date. Total Monthly Excess Spread: As to any Distribution Date, an amountequal to the excess if any, of (i) the interest on the Mortgage Loans receivedby the Servicers on or prior to the related Determination Date or advanced bythe Servicers for the related Remittance Date (net of Expense Fees) and plus anyNet Swap Receipts and less any Net Swap Payments and Swap Termination Payments,other than Defaulted Swap Termination Payments, for such Distribution Date, over(ii) the sum of the interest payable to the LIBOR Certificates on suchDistribution Date pursuant to Section 4.02(a)(i), provided however that Net SwapReceipts shall be included in Total Monthly Excess Spread (and correspondinglyany Extra Principal Distribution Amount) only to the extent of current or priorRealized Losses not previously reimbursed. Transfer: Any direct or indirect transfer or sale of any OwnershipInterest 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 TriggerEvent exists if (i) the quotient (expressed as a percentage) of (1) the rollingthree month average of the aggregate unpaid principal balance of 60+ DayDelinquent Mortgage Loans, divided by (2) the aggregate unpaid principal balanceof the Mortgage Loans as of the last day of the related Due Period, equals orexceeds 32.20% of the Senior Enhancement Percentage as of the last day of theprior Due Period or (ii) the quotient (expressed as a percentage) of (x) theaggregate amount of Realized Losses incurred since the Cut-off Date through thelast day of the related Prepayment Period divided by (y) the Cut-off Date PoolPrincipal Balance, exceeds the applicable percentages set forth below withrespect to such Distribution Date:Distribution Date Occurring In Cumulative Realized Loss Percentage- —————————— ———————————–June 2008 through May 2009 1.65% for the first month, plus an additional 1/12th of 2.10% for each month thereafterJune 2009 through May 2010 3.75% for the first month, plus an additional 1/12th of 2.10% for each month thereafterJune 2010 through May 2011 5.85% for the first month, plus an additional 1/12th of 1.65% for each month thereafterJune 2011 through May 2012 7.50% for the first month, plus an additional 1/12th of 0.50% for each month thereafterJune 2012 and thereafter 8.00% 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 with respect theretoreceived on or after the related Cut-off Date, other than such amounts whichwere due on the Mortgage Loans on or before the related Cut-off Date; (ii) theCollection Account, the Excess Reserve Fund Account, the Distribution Accountand all amounts deposited therein pursuant to the applicable provisions of thisAgreement; (iii) property that secured a Mortgage Loan and has been acquired byforeclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Interest RateSwap Agreement; (v) the Trust’s rights under the Representations and WarrantiesAgreement or the related Assignment Agreement; (vi) the Supplemental InterestTrust; and (vii) all proceeds of the conversion, voluntary or involuntary, ofany of the foregoing. Trust REMIC: Any of Pooling-Tier REMIC-1, Pooling-Tier REMIC-2, theLower-Tier REMIC, the Upper-Tier REMIC or the Class X REMIC, as applicable. Trustee: LaSalle Bank National Association, a national bankingassociation, and its successors in interest and, if a successor trustee isappointed hereunder, such successor. Underwriter’s Exemption: Any exemption listed in footnote 1 of, andamended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002),or any successor exemption. Underwriting Guidelines: The underwriting guidelines attached to theapplicable Purchase Agreement. Unpaid Interest Amount: As of any Distribution Date and any Class ofCertificates, the sum of (a) the portion of the Accrued Certificate InterestDistribution Amount from prior Distribution Dates remaining unpaid immediatelyprior to the current Distribution Date and (b) interest on the amount in clause(a) above at the applicable Pass-Through Rate (to the extent permitted byapplicable law). Upper-Tier Carry Forward Amount: With respect to each Class of LIBORCertificates, as of any Distribution Date, the sum of (A) if on suchDistribution Date the Upper-Tier Interest Rate for the Class of CorrespondingUpper-Tier REMIC Regular Interest is based upon the Upper-Tier REMIC Loan GroupI Rate or Upper-Tier REMIC Loan Group II Rate, as and if applicable, or theUpper-Tier REMIC WAC Rate, the excess, if any, of (i) the amount of interestsuch Class of Upper-Tier Regular Interest would otherwise be entitled to receiveon such Distribution Date had such Upper-Tier REMIC Regular Interest not beensubject to the Upper-Tier REMIC Loan Group I Rate or Upper-Tier REMIC Loan GroupII Rate, as and if applicable, or the Upper-Tier REMIC WAC Rate, over (ii) theamount of interest payable on such Class of Certificates on such DistributionDate taking into account the Upper-Tier REMIC Loan Group I Rate or Upper-TierREMIC Loan Group II Rate, as and if applicable, or the Upper-Tier REMIC WAC Rateand (B) the Upper-Tier Carry Forward Amount for such Class of Certificates forall previous Distribution Dates not previously paid, together with interestthereon at a rate equal to the applicable Upper-Tier Interest Rate for suchClass of Certificates for such Distribution Date, without giving effect to theUpper-Tier REMIC Loan Group I Rate or Upper-Tier REMIC Loan Group II Rate, asand 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 PreliminaryStatement. Upper-Tier REMIC: As described in the Preliminary Statement. Upper-Tier REMIC Loan Group I Rate: As described in the PreliminaryStatement. Upper-Tier REMIC Loan Group II Rate: As described in the PreliminaryStatement. Upper-Tier REMIC WAC Rate: For any Distribution Date, the weightedaverage 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 ofthe related Interest Accrual Period, weighted on the basis of the Lower-TierPrincipal Amounts of such Lower-Tier Regular Interests as of the first day ofthe related Interest Accrual Period. U.S. Bank National Association: U.S. Bank National Association, anational banking association, and its successors in interest. U.S. Person: (i) A citizen or resident of the United States; (ii) acorporation (or entity treated as a corporation for tax purposes) created ororganized in the United States or under the laws of the United States or of anyState thereof, including, for this purpose, the District of Columbia; (iii) apartnership (or entity treated as a partnership for tax purposes) organized inthe United States or under the laws of the United States or of any statethereof, including, for this purpose, the District of Columbia (unless providedotherwise by future Treasury regulations); (iv) an estate whose income isincludible in gross income for United States income tax purposes regardless ofits source; or (v) a trust, if a court within the United States is able toexercise primary supervision over the administration of the trust and one ormore U.S. Persons have authority to control all substantial decisions of thetrust. Notwithstanding the last clause of the preceding sentence, to the extentprovided 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 tobe U.S. Persons. Voting Rights: The portion of the voting rights of all of theCertificates which is allocated to any Certificate. As of any date ofdetermination, (a) 1% of all Voting Rights shall be allocated to the Class XCertificates, if any (such Voting Rights to be allocated among the holders ofCertificates of each such Class in accordance with their respective PercentageInterests), (b) 1% of all Voting Rights shall be allocated to the Class PCertificates, if any, and (c) the remaining Voting Rights shall be allocatedamong Holders of the remaining Classes of Certificates in proportion to theCertificate Balances of their respective Certificates on such date. WAC Cap: With respect to the Mortgage Loans as of any DistributionDate, a per annum rate equal to the product of (i) 30 divided by the actualnumber 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 effectat the beginning of the related Due Period on the Mortgage Loans, and (B) NetSwap Receipts, if any, for that Distribution Date less Net Swap Payments, ifany, for that Distribution Date divided by the Stated Principal Balance of theMortgage Loans at the beginning of the related Due Period, multiplied by 12. Wells Fargo: Wells Fargo Bank, N.A., a national banking association,and its successors in interest. 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 theCertificateholders, without recourse, all the right, title and interest of theDepositor 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 MortgageLoan, the Depositor has delivered or caused to be delivered to the applicableCustodian for the benefit of the Certificateholders the following documents orinstruments 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), with all applicable riders, 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 (and applicable Custodian) is advised by the applicable Original Loan Seller that state law does not so allow. If the Mortgage Loan was acquired by the applicable Original Loan 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]”; (ii) the original of any guarantee executed in connection with the mortgage note, if provided; (iii) the original Mortgage, with all applicable riders, with evidence of recording thereon. If in connection with any Mortgage Loan, the applicable Original Loan Seller, 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 applicable Original Loan Seller, (to the extent that it has not previously delivered the same to the Sponsor or the applicable Custodian) shall deliver or cause to be delivered to the applicable 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 (or certified by) the applicable Original Loan 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 applicable Custodian upon receipt thereof by the applicable Original Loan 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; (iv) the originals of all assumption, modification, consolidation or extension agreements, if any, 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 applicable Original Loan Seller (to the extent that it has not previously delivered the same to the Sponsor or the applicable Custodian) shall deliver or cause to be delivered to the applicable Custodian, 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 (or certified by) the applicable Original Loan 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 applicable Custodian upon receipt thereof by the applicable Original Loan Seller; or (B) in the case of an intervening Assignment of Mortgage 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 of 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; 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 inenforcing the obligations of the Sponsor under the related Assignment Agreementand the Representations and Warranties Agreement. Each Mortgage Loan for which a Mortgage Note is missing shall beevidenced by a lost note affidavit as of the Closing Date. In the event one ormore lost note affidavits are provided to cover multiple missing Mortgage Noteson the Closing Date, the Depositor shall use reasonable efforts to cause Aames,Fremont, Meritage, Impac or the Sponsor, as applicable, to deliver to theapplicable Custodian the applicable individual lost note affidavits within ten(10) Business Days of the Closing Date. If Aames, Fremont, Meritage, Impac orthe Sponsor, as applicable, fails to deliver the required individual lost noteaffidavits within the specified period of time, the Trustee, upon receipt ofnotification of such failure from the applicable Custodian or exception reportnoting such missing document from the applicable Custodian, shall notify Aames,Fremont, Meritage, Impac or the Sponsor, as applicable, to take such remedialactions, including, without limitation, (a) the repurchase by the Sponsor of anyAcoustic Mortgage Loans, Impac of any Impac Mortgage Loans, or Aames of anyAames Mortgage Loans, as applicable, within 30 days of the Closing Date, (b) therepurchase by Fremont of any Fremont Mortgage Loans or Meritage of any MeritageMortgage Loans, as applicable within 60 days of the Closing Date, or (c) therepurchase by the Sponsor of any Conduit Mortgage Loan within 180 days of theClosing Date, as applicable. The Depositor shall use reasonable efforts to cause the Sponsor andAames, Fremont, Meritage or Impac, as applicable, to deliver to the applicableCustodian the applicable recorded document promptly upon receipt from therespective recording office but in no event later than 180 days from the ClosingDate. If any Mortgage has been recorded in the name of Mortgage ElectronicRegistration System, Inc. (“MERS”) or its designee, no Assignment of Mortgage infavor of the Trustee will be required to be prepared or delivered and instead,the applicable Servicer shall take all reasonable actions as are necessary atthe expense of the Depositor to cause the Trust to be shown as the owner of therelated Mortgage Loan on the records of MERS for the purpose of the system ofrecording transfers of beneficial ownership of mortgages maintained by MERS. The Depositor shall use reasonable efforts to cause Aames, Fremont,Meritage, Impac and the Sponsor, as applicable, to forward to the applicableCustodian additional documents evidencing an assumption, modification,consolidation or extension of a Mortgage Loan approved by Aames, Fremont,Meritage, Impac or the Sponsor, as applicable, in accordance with the terms ofthe applicable Purchase Agreement. All such Mortgage Loan Documents held by theapplicable Custodian as to each applicable Mortgage Loan shall constitute the”Custodial File.” On or prior to the Closing Date, the Depositor shall use reasonableefforts to cause Aames, Fremont, Meritage, Impac and the Sponsor, as applicable,to deliver to the applicable Custodian Assignments of Mortgages, in blank, foreach Mortgage Loan (except with respect to each MERS Designated Mortgage Loan).The Depositor shall use reasonable efforts to cause Aames, Fremont, Meritage,Impac and the Sponsor, as applicable, the Assignments of Mortgage with completedrecording information to be provided to the applicable Servicer in a reasonablyacceptable manner. In the event that any Assignment of Mortgage is not recordedor is improperly recorded, the applicable Servicer will have no liabilitydirectly resulting from such lack of recordation or such improper recordationand solely resulting from any failure to receive notices made with regard tosuch Assignment of Mortgage, except for any liability incurred by reason ofwillful misfeasance, bad faith or negligence by such Servicer in the performanceof its duties hereunder or by reason of reckless disregard of its obligationsand duties hereunder. No later than thirty (30) Business Days following thelater of the Closing Date and the date of receipt by the Depositor of the fullycompleted Assignments of Mortgages in recordable form, the Depositor shallpromptly submit or cause to be submitted for recording, at the expense of Aames,Fremont, Meritage, Impac or the Sponsor, as applicable, pursuant to theapplicable Purchase Agreement, at no expense to the Trust Fund, the MasterServicer, the Securities Administrator, the applicable Servicer, the applicableCustodian, the Trustee or the Depositor in the appropriate public office forreal property records, each Assignment of Mortgage referred to in Section2.01(b)(v). Notwithstanding the foregoing, however, for administrativeconvenience and facilitation of servicing and to reduce closing costs, theAssignments of Mortgage shall not be required to be completed and submitted forrecording with respect to any Mortgage Loan (i) if the Trustee and each RatingAgency has received an opinion of counsel (which opinion shall not be an expenseof the Trustee, any Servicers or the Trust Fund), satisfactory in form andsubstance to the Trustee and each Rating Agency, to the effect that therecordation of such Assignments of Mortgage in any specific jurisdiction is notnecessary 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 ofMortgage is to be recorded, the Depositor shall use reasonable efforts to causethe Sponsor to assign the Mortgage at the Sponsor’s expense to “LaSalle BankNational Association, as trustee under the Pooling and Servicing Agreement datedas of May 1, 2006, GSAMP Trust 2006-HE3.” In the event that any such assignmentis lost or returned unrecorded because of a defect therein with respect to anyMortgage Loan, and such defect is not cured, the Trustee shall cause the Sponsorto repurchase such Mortgage Loan pursuant to the related Assignment Agreement orthe Representations and Warranties Agreement, as applicable. On or prior to the Closing Date, the Depositor shall deliver to theapplicable Custodian, the Trustee, the Master Servicer and the applicableServicer a copy of the Data Tape Information in electronic, machine readablemedium in a form mutually acceptable to the Depositor, the applicable Custodian,the Master Servicer and the Trustee. Within ten (10) Business Days of theClosing Date, the Depositor shall deliver a copy of the complete Mortgage LoanSchedule to the each Custodian, the Master Servicer, the SecuritiesAdministrator, the Trustee and each Servicer, and the applicable Custodian shallpromptly, upon receipt of the Mortgage Loan Schedule (or any other mortgage loanschedules received by the applicable Custodian from the Depositor), inform theDepositor of receipt thereof. In the event, with respect to any Mortgage Loan, that such originalor copy of any document submitted for recordation to the appropriate publicrecording office is not so delivered to the applicable Custodian within 90 days(or with respect to the Fremont Mortgage Loans, 180 days) following theapplicable Original Purchase Date, and in the event that the Sponsor, Aames,Fremont, Meritage, or Impac, as applicable, does not cause such failure to becured within 60 days (or with respect to the Aames Mortgage Loans, the MeritageMortgage Loans, the Impac Mortgage Loans and the Fremont Mortgage Loans, asapplicable, 30 days) of discovery of receipt of written notification of suchfailure from the Depositor, the related Mortgage Loan shall, upon the request ofthe Depositor, be repurchased by Aames pursuant to the Aames AssignmentAgreement, Fremont pursuant to the Fremont Assignment Agreement, Impac pursuantto the Impac Assignment Agreement, Meritage pursuant to the Meritage AssignmentAgreement or the Sponsor pursuant to the Representations and WarrantiesAgreement, at the price and in the manner specified in the Representations andWarranties Agreement. The foregoing repurchase remedy shall not apply in theevent that the Sponsor cannot deliver such original or copy of any documentsubmitted for recordation to the appropriate public recording office within thespecified period due to a delay caused by the recording office in the applicablejurisdiction; provided, that Aames, Fremont, Meritage, Impac or the Sponsorshall instead deliver a recording receipt of such recording office or, if suchrecording receipt is not available, an officer’s certificate of an officer ofAames, Fremont, Meritage, Impac or the Sponsor confirming that such document hasbeen accepted for recording. Notwithstanding anything to the contrary contained in this Section2.01, in those instances where the public recording office retains or loses theoriginal Mortgage or assignment after it has been recorded, the obligations ofthe Sponsor shall be deemed to have been satisfied upon delivery by the Sponsorto the applicable Custodian prior to the Closing Date of a copy of such Mortgageor assignment, as the case may be, certified (such certification to be anoriginal thereof) by the public recording office to be a true and complete copyof the recorded original thereof. (c) The Depositor does hereby establish, pursuant to the furtherprovisions of this Agreement and the laws of the State of New York, an expresstrust (the “Trust”) to be known, for convenience, as “GSAMP Trust 2006-HE3” andLaSalle Bank National Association is hereby appointed as Trustee in accordancewith the provisions of this Agreement. The Trust’s fiscal year is the calendaryear. (d) The Trust shall have the capacity, power and authority, and theTrustee on behalf of the Trust is hereby authorized, to accept the sale,transfer, assignment, set over and conveyance by the Depositor to the Trust ofall the right, title and interest of the Depositor in and to the Trust Fund(including, without limitation, the Mortgage Loans, the Assignment Agreements,the Representations and Warranties Agreement and the Interest Rate SwapAgreement) pursuant to Section 2.01(a). The parties hereby acknowledge and agreethat the execution and delivery of the Interest Rate Swap Agreement by theSecurities Administrator on behalf of the Trust was authorized and is herebyratified and confirmed. (e) It is agreed and understood by the Depositor and the Trusteethat it is the policy and intention of the Trust to acquire only Mortgage Loansmeeting the requirements set forth in this Agreement, including withoutlimitation, including the requirement that no Mortgage Loan be a High CostMortgage Loan and no Mortgage Loan originated on or after October 1, 2002through March 6, 2003 be governed by the Georgia Fair Lending Act. Section 2.02 Acceptance by the Trustee of the Mortgage Loans. TheTrustee, on behalf of the Trust, hereby accepts the Trust Fund and assumes(solely in its capacity as trustee hereunder) the obligations of the Depositorunder the Representations and Warranties Agreement and the Assignment Agreementsfrom and after the Closing Date and solely insofar as they relate to theMortgage Loans. For avoidance of doubt, the parties acknowledge that allobligations so assumed are obligations of the Trust and, to the extent suchobligations are payment or monetary obligations, are payable solely from theTrust Fund, and not of the Trustee in its individual capacity. The applicableCustodian acknowledges receipt of the documents identified in the InitialCertification in the form annexed hereto as Exhibit F, subject to any exceptionslisted on the exception report attached thereto, and that the applicableCustodian, on the Trustee’s behalf, holds and will hold such documents and theother documents delivered to the applicable Custodian pursuant to Section 2.01,and that the applicable Custodian holds or will hold such other assets as areincluded in the Trust Fund, in trust for the exclusive use and benefit of allpresent and future Certificateholders. The applicable Custodian acknowledgesthat it will maintain possession of the related Mortgage Notes in the State ofTexas or Minnesota, unless otherwise permitted by the Rating Agencies. Prior to and as a condition to the Closing, the applicable Custodianshall deliver via facsimile (with original to follow the next Business Day) tothe Depositor, the Trustee, the Master Servicer and the applicable Servicer anInitial Certification prior to the Closing Date, or as the Depositor agrees to,on the Closing Date, certifying receipt of a Mortgage Note and Assignment ofMortgage for each Mortgage Loan with any exceptions noted on the exceptionreport attached thereto. The applicable Custodian shall not be responsible toverify the validity, sufficiency or genuineness of any document in any CustodialFile. On the Closing Date, the applicable Custodian shall ascertain thatall documents required to be reviewed by it are in its possession, and shalldeliver to the Depositor, the Trustee, the Master Servicer and the applicableServicer an Initial Certification, in the form annexed hereto as Exhibit F, andshall deliver to the Depositor, the Trustee, the Master Servicer and suchServicer a Document Certification and Exception Report, in the form annexedhereto as Exhibit G, within 90 days (or with respect to any Substitute MortgageLoan delivered to the applicable Custodian, within 30 days after the receipt ofthe Mortgage File by the applicable Custodian) after the Closing Date to theeffect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule(other than any Mortgage Loan paid in full or any Mortgage Loan specificallyidentified in such certification as an exception and not covered by suchcertification): (i) all documents required to be reviewed by it are in itspossession; (ii) such documents have been reviewed by it and appear regular ontheir face and relate to such Mortgage Loan; (iii) based on its examination andonly 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 DataTape Information respecting such Mortgage Loan is correct; and (iv) eachMortgage Note has been endorsed as provided in Section 2.01 of this Agreement.The applicable Custodian shall not be responsible to verify the validity,sufficiency or genuineness of any document in any Custodial File. The applicable Custodian shall retain possession and custody of eachapplicable Custodial File in accordance with and subject to the terms andconditions set forth herein. The applicable Servicer shall promptly deliver tothe applicable Custodian, upon the execution or receipt thereof, the originalsof such other documents or instruments constituting the Custodial File as comeinto the possession of such Servicer from time to time. The Depositor shall use reasonable efforts to cause Aames, Fremont,Meritage, Impac or the Sponsor, as applicable, to deliver to the applicableServicer copies of all trailing documents required to be included in theCustodial File at the same time the original or certified copies thereof aredelivered to the applicable Custodian, including but not limited to suchdocuments as the title insurance policy and any other Mortgage Loan Documentsupon return from the public recording office. The Depositor shall use reasonableefforts to cause Aames, Fremont, Meritage, Impac or the Sponsor, as applicable,to deliver such documents, at the Sponsor’s, Aames’ Fremont’s, Impac’s orMeritage’s expense, as applicable, to the applicable Servicer and in no eventshall such Servicer be responsible for any expenses relating to such deliveryobligation. Section 2.03 Representations, Warranties and Covenants of theServicers and each Custodian (a) Litton hereby makes the representations andwarranties set forth in Schedule II hereto to the Depositor, the MasterServicer, the Securities Administrator and the Trustee as of the Closing Date.SPS hereby makes the representations and warranties set forth in Schedule IIIhereto to the Depositor, the Master Servicer, the Securities Administrator andthe Trustee as of the dates set forth in such Schedule. Avelo hereby makes therepresentations and warranties set forth in Schedule IV hereto to the Depositor,the Master Servicer, the Securities Administrator and the Trustee as of thedates set forth in such Schedule. J.P. Morgan Trust Company hereby makes therepresentations and warranties set forth in Schedule V hereto to the Depositor,the Master Servicer, the Securities Administrator and the Trustee as of theClosing Date. U.S. Bank National Association hereby makes the representationsand warranties set forth in Schedule VI hereto to the Depositor, the MasterServicer, the Securities Administrator and the Trustee as of the Closing Date.Deutsche Bank hereby makes the representations and warranties set forth inSchedule VII hereto to the Depositor, the Master Servicer, the SecuritiesAdministrator and the Trustee as of the Closing Date. (b) It is understood and agreed by each Servicer and each Custodianthat the representations and warranties set forth in this Section 2.03 shallsurvive the transfer of the Mortgage Loans by the Depositor to the Trustee, andshall inure to the benefit of the Depositor, the Servicers and the Trusteenotwithstanding any restrictive or qualified endorsement on any Mortgage Note orAssignment of Mortgage or the examination or failure to examine any MortgageFile. Upon discovery by any of the Depositor, the Master Servicer, theSecurities Administrator, the Trustee, each Custodian, or each Servicer of abreach of any of the foregoing representations and warranties, the partydiscovering such breach shall give prompt written notice to the others. (c) In connection with any repurchase or substitution of a MortgageLoan pursuant to this Section 2.03, Section 2.07, Section 3.28 or the relatedAssignment Agreement or the Representations and Warranties Agreement, theapplicable Servicer shall, based on information provided by Aames, Fremont,Impac, Meritage or the Sponsor, as applicable, amend the Mortgage Loan Schedulefor the benefit of the Certificateholders to reflect the removal of such DeletedMortgage Loan and the substitution of the Substitute Mortgage Loan or Loans andsuch Servicer shall deliver the amended Mortgage Loan Schedule to eachCustodian. The applicable Servicer shall have no liability with respect to theinformation provided by the Sponsor related to the Substitute Mortgage Loan.Upon any such repurchase or any substitution and the deposit to the CollectionAccount of any Substitution Adjustment Amount, the applicable Custodian shallrelease the Mortgage File held for the benefit of the Certificateholdersrelating to such Deleted Mortgage Loan to the Sponsor, the Depositor or theapplicable Original Loan Seller, as applicable, and shall execute and deliver atthe direction of the Sponsor, the Depositor or the applicable Original LoanSeller, as applicable, such instruments of transfer or assignment prepared bythe Sponsor, the Depositor or the applicable Original Loan Seller, asapplicable, in each case without recourse, as shall be necessary to vest titlein the Sponsor or its designee, the Depositor or the applicable Original LoanSeller, as applicable, or their respective designees, the Trustee’s interest inany Deleted Mortgage Loan repurchased or substituted for as described above inthis Section 2.03(c). (d) For any month in which the Sponsor or the applicable OriginalLoan Seller, as applicable, substitutes one or more Substitute Mortgage Loansfor one or more Deleted Mortgage Loans, the applicable Servicer will determinethe amount (if any) by which the aggregate unpaid principal balance of all suchSubstitute Mortgage Loans serviced by such Servicer as of the date ofsubstitution is less than the aggregate Stated Principal Balance of all suchDeleted Mortgage Loans (after application of the scheduled principal portion ofthe Scheduled Payments due in the Due Period of substitution) serviced by suchServicer. The Depositor shall use reasonable efforts to cause the Sponsor or theapplicable Original Loan Seller, as applicable, to remit to the applicableServicer for deposit into the Collection Account on or before the nextRemittance Date any Substitution Adjustment Amount. (e) In the event that a Mortgage Loan shall have been repurchasedpursuant to this Agreement, an Assignment Agreement or the Representations andWarranties Agreement, the Repurchase Price thereof shall be deposited in theCollection Account by the applicable Servicer pursuant to Section 3.10 on orbefore 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, eachCustodian shall release the related Custodial File held for the benefit of theCertificateholders to such Person as directed by such Servicer, and the Trustee,upon receipt of a copy of the Request for Release from the Servicer, shallexecute and deliver at such Person’s direction such instruments of transfer orassignment prepared by such Person, in each case without recourse, as shall benecessary to transfer title from the Trustee. It is understood and agreed thatthe obligation under this Agreement of any Person to cure, repurchase or replaceany Mortgage Loan as to which a breach has occurred and is continuing togetherwith satisfaction of any related indemnification obligations shall constitutethe sole remedy against such Persons respecting such breach available toCertificateholders, the Depositor, each Servicer, the Master Servicer, theSecurities Administrator, each Custodian or the Trustee on their behalf. The representations and warranties made pursuant to this Section2.03 shall survive delivery of the respective Custodial Files to each Custodianfor the benefit of the Certificateholders. Section 2.04 Execution and Delivery of Certificates. The Trusteeacknowledges the transfer and assignment to it of the Trust Fund and,concurrently with such transfer and assignment, the Securities Administrator hasexecuted and delivered to or upon the order of the Depositor, the Certificatesin authorized Denominations evidencing directly or indirectly the entireownership of the Trust Fund. The Trustee agrees to hold the Trust Fund andexercise the rights referred to above for the benefit of all present and futureHolders of the Certificates. Section 2.05 REMIC Matters. The Preliminary Statement sets forth thedesignations for federal income tax purposes of all interests created hereby.The “Start-up Day” of each Trust REMIC for purposes of the REMIC Provisionsshall be the Closing Date. The “latest possible maturity date” of the regularinterests in each Trust REMIC is the Distribution Date in May 2036, which is theDistribution Date in the month following the month in which the latest maturitydate of any Mortgage Loan occurs. Amounts distributable to the Class XCertificates (prior to any reduction for any Basis Risk Payment or SwapTermination 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 respectof the Class UT-X Interest and the Class UT-IO Interest and then from the ClassX REMIC in respect of the Class X Interest and the Class IO Interest to theHolders of the Class X Certificates prior to distribution of any Basis RiskPayments to the LIBOR Certificates or Net Swap Payments or Swap TerminationPayments to the Swap Provider. For federal income tax purposes, any amount distributed on the LIBORCertificates on any Distribution Date in excess of the amount distributable ontheir Corresponding Class of Upper-Tier Regular Interest on such DistributionDate shall be treated as having been paid from the Excess Reserve Fund Accountor the Supplemental Interest Trust, as applicable, and any amount distributableon such Corresponding Class of Upper-Tier Regular Interest on such DistributionDate in excess of the amount distributable on the Corresponding Class of LIBORCertificates on such Distribution Date shall be treated as having been paid tothe Supplemental Interest Trust, all pursuant to and as further provided inSection 8.13. Section 2.06 Representations and Warranties of the Depositor. TheDepositor hereby represents, warrants and covenants to the Trustee, the MasterServicer, the Securities Administrator and each Servicer that as of the date ofthis Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized, validly existingand in good standing under the laws of the State of Delaware; (b) The Depositor has the corporate power and authority to conveythe Mortgage Loans and to execute, deliver and perform, and to enter into andconsummate the transactions contemplated by, this Agreement; (c) This Agreement has been duly and validly authorized, executedand delivered by the Depositor, all requisite corporate action having beentaken, and, assuming the due authorization, execution and delivery hereof by theother parties hereto, constitutes or will constitute the legal, valid andbinding agreement of the Depositor, enforceable against the Depositor inaccordance with its terms, except as such enforcement may be limited bybankruptcy, insolvency, reorganization, moratorium or other similar lawsrelating to or affecting the rights of creditors generally, and by generalequity principles (regardless of whether such enforcement is considered in aproceeding in equity or at law); (d) No consent, approval, authorization or order of or registrationor filing with, or notice to, any governmental authority or court is requiredfor the execution, delivery and performance of or compliance by the Depositorwith this Agreement or the consummation by the Depositor of any of thetransactions contemplated hereby, except as have been made on or prior to theClosing Date; (e) None of the execution and delivery of this Agreement, theconsummation of the transactions contemplated hereby or thereby, or thefulfillment 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, orconstitutes or will constitute a default or results or will result in anacceleration under (A) the charter or bylaws of the Depositor, or (B) of anyterm, condition or provision of any material indenture, deed of trust, contractor other agreement or instrument to which the Depositor or any of itssubsidiaries 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 governmentalauthority having jurisdiction over the Depositor or its subsidiaries; or (iii)results in the creation or imposition of any lien, charge or encumbrance whichwould have a material adverse effect upon the Mortgage Loans or any documents orinstruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against orinvestigations of, the Depositor pending, or to the knowledge of the Depositor,threatened, before any court, administrative agency or other tribunal, and nonotice of any such action, which, in the Depositor’s reasonable judgment, mightmaterially and adversely affect the performance by the Depositor of itsobligations under this Agreement, or the validity or enforceability of thisAgreement; (g) The Depositor is not in default with respect to any order ordecree of any court or any order, regulation or demand of any federal, state,municipal or governmental agency that may materially and adversely affect itsperformance hereunder; and (h) Immediately prior to the transfer and assignment by theDepositor 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 otherPerson, and the Depositor has transferred all right, title and interest in eachMortgage Loan to the Trustee. The transfer of each Mortgage Note and eachMortgage as and in the manner contemplated by this Agreement is sufficienteither (i) fully to transfer to the Trustee, for the benefit of theCertificateholders, all right, title, and interest of the Depositor thereto asnote holder and mortgagee or (ii) to grant to the Trustee, for the benefit ofthe Certificateholders, the security interest referred to in Section 12.04. It is understood and agreed that the representations, warranties andcovenants set forth in this Section 2.06 shall survive delivery of therespective Custodial Files to each Custodian and shall inure to the benefit ofthe Trustee and each Servicer. Section 2.07 Enforcement of Obligations for Breach of Mortgage LoanRepresentations. Upon discovery by any of the parties hereto of a breach of arepresentation or warranty made by Aames pursuant to the Aames AssignmentAgreement, Fremont pursuant to the Fremont Assignment Agreement, Impac pursuantto the Impac Assignment Agreement, Meritage pursuant to the Meritage AssignmentAgreement or the Sponsor pursuant to the Representations and WarrantiesAgreement, the party discovering such breach shall give prompt written noticethereof to the other parties to this Agreement and Aames, Fremont, Impac,Meritage or the Sponsor, as applicable. The Trustee shall take such action, withthe Depositor’s consent, with respect to such breach under the applicableAssignment Agreement or the Representations and Warranties Agreement, asapplicable, as may be necessary or appropriate to enforce the rights of theTrust with respect thereto. In such event, the legal expenses and costs of suchaction and any liability resulting therefrom shall be expenses, costs andliabilities of the Trust Fund, and the Trustee shall be entitled to bereimbursed therefor out of the Collection Account. ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS Section 3.01 Servicers to Service Mortgage Loans. (a) For and onbehalf of the Certificateholders, each Servicer shall service and administer therelated Mortgage Loans in accordance with the terms of this Agreement and therespective Mortgage Loans (provided, however that, prior to the relatedServicing Transfer Date, the applicable Original Loan Seller shall service suchapplicable Mortgage Loans pursuant to this Agreement), to the extent consistentwith such terms, in compliance with all applicable federal, state and locallaws, and in the same manner in which it services and administers similarmortgage loans for its own portfolio, giving due consideration to customary andusual standards of practice of mortgage lenders and loan servicers administeringsimilar mortgage loans but without regard to: (i) any relationship that such Servicer, any Subservicer or any Affiliate of such Servicer or any Subservicer may have with the related Mortgagor; (ii) the ownership or non-ownership of any Certificate by such Servicer or any Affiliate of such Servicer; (iii) such Servicer’s obligation to make P&I Advances or Servicing Advances; or (iv) such 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, each Servicer shallseek to maximize the timely and complete recovery of principal and interest onthe Mortgage Notes. Subject only to the above described servicing standards andthe terms of this Agreement and of the respective Mortgage Loans, each Servicershall have full power and authority, acting alone or through Subservicers asprovided in Section 3.02, to do or cause to be done any and all things inconnection with such servicing and administration which it may deem necessary ordesirable. Without limiting the generality of the foregoing, each Servicer inits own name or in the name of the Trustee, solely in its capacity as Trusteefor the Trust, or in the name of a Subservicer is hereby authorized andempowered by the Trustee when the applicable Servicer believes it appropriate inits best judgment in accordance with Accepted Servicing Practices, to executeand deliver any and all instruments of satisfaction or cancellation, or ofpartial or full release or discharge, and all other comparable instruments, withrespect to the Mortgage Loans and the Mortgaged Properties and to instituteforeclosure proceedings or obtain a deed in lieu of foreclosure so as to convertthe ownership of such properties, and to hold or cause to be held title to suchproperties, on behalf of the Trustee and in the name of the Trust. Each Servicershall service and administer the Mortgage Loans in accordance with applicablestate and federal law and shall provide to the Mortgagors any reports requiredto be provided to them thereby. Each Servicer shall also comply in theperformance of this Agreement with all reasonable rules and requirements of eachinsurer under any standard hazard insurance policy. Subject to Section 3.16, theTrustee shall execute, at the written request of a Servicer, and the applicableCustodian and/or the Trustee, as applicable, shall furnish to such Servicer andany Subservicer such documents as are necessary or appropriate to enable suchServicer or any Subservicer to carry out their servicing and administrativeduties hereunder, and the Trustee hereby grants to each Servicer, and thisAgreement shall constitute, a power of attorney to carry out such dutiesincluding a power of attorney to take title to Mortgaged Properties afterforeclosure on behalf of the Trustee and in the name of the Trust. TheSecurities Administrator shall execute a separate power of attorney in the formattached hereto as Exhibit R in favor of each Servicer for the purposesdescribed herein to the extent necessary or desirable to enable each Servicer toperform its duties hereunder. The Trustee shall not be liable for the actions ofany Servicer or any Subservicers under such powers of attorney. (b) Subject to Section 3.09(b), in accordance with AcceptedServicing Practices, each Servicer shall advance or cause to be advanced fundsas necessary for the purpose of effecting the timely payment of taxes andassessments on the Mortgaged Properties, which advances shall be ServicingAdvances reimbursable in the first instance from related collections from theMortgagors pursuant to Section 3.09(b), and further as provided in Section 3.11.Any cost incurred by a Servicer or by Subservicers in effecting the timelypayment of taxes and assessments on a Mortgaged Property shall not be added tothe unpaid principal balance of the related Mortgage Loan, notwithstanding thatthe terms of such Mortgage Loan so permit. (c) Notwithstanding anything in this Agreement to the contrary, aServicer may not make any future advances with respect to a Mortgage Loan(except as provided in Section 4.01) and none of the Servicers shall (i) permitany modification with respect to any Mortgage Loan that would change theMortgage Interest Rate, reduce or increase the principal balance (except forreductions resulting from actual payments of principal) or change the finalmaturity date on such Mortgage Loan (except for (A) a reduction of interest orprincipal payments resulting from the application of the Servicemembers CivilRelief Act or any similar state statutes or (B) as provided in Section 3.07(a),if the Mortgagor is in default with respect to the Mortgage Loan or such defaultis, in the judgment of such Servicer, reasonably foreseeable) or (ii) permit anymodification, waiver or amendment of any term of any Mortgage Loan that wouldboth (A) effect an exchange or reissuance of such Mortgage Loan under Section1001 of the Code (or final, temporary or proposed Treasury regulationspromulgated thereunder) and (B) cause any Trust REMIC to fail to qualify as aREMIC 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) Each Servicer may delegate its responsibilities under thisAgreement; provided, however, that no such delegation shall release thatServicer from the responsibilities or liabilities arising under this Agreement. (e) No Servicer shall be required to remit, report or service, andshall not be required to include in any certification to be provided by suchServicer pursuant to this Agreement, in connection with the Reporting Date orthe Distribution Date in June 2006 (with regards to those Mortgage Loans with aServicing Transfer Date in June 2006) or July 2006 (with regards to thoseMortgage Loans with a Servicing Transfer Date in July 2006). Section 3.02 Subservicing Agreements between a Servicer andSubservicers. (a) Each Servicer may enter into subservicing agreements withSubservicers, for the servicing and administration of the Mortgage Loans(“Subservicing Agreements”). Each Servicer represents and warrants to the otherparties hereto that no Subservicing Agreement is in effect as of the ClosingDate with respect to any Mortgage Loans required to be serviced by it hereunder.Each Servicer shall give notice to the Depositor, the Master Servicer, theSecurities Administrator and the applicable Custodian of any such Subservicerand Subservicing Agreement, which notice shall contain all information(including without limitation a copy of the Subservicing Agreement) reasonablynecessary to enable the Securities Administrator, pursuant to Section 8.12(g),to accurately and timely report the event under Item 6.02 of Form 8-K pursuantto the Exchange Act (if such reports under the Exchange Act are required to befiled under the Exchange Act). During the period when reports are required to befiled for the Trust under the Exchange Act, no Subservicing Agreement shall beeffective until 30 days after such written notice is received by the Depositor,the Master Servicer and the Securities Administrator and thereafter shall beeffective at the time the applicable Servicer and any Subservicer enter into anysuch Subservicing Agreement. Neither the Securities Administrator nor the MasterServicer shall not be required to review or consent to such SubservicingAgreements and shall have no liability in connection therewith. (b) Each Subservicer shall be (i) authorized to transact business inthe state or states in which the related Mortgaged Properties it is to serviceare situated, if and to the extent required by applicable law to enable theSubservicer to perform its obligations hereunder and under the SubservicingAgreement, (ii) an institution approved as a mortgage loan originator by theFederal Housing Administration or an institution that has deposit accountsinsured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgageservicer. Each Subservicing Agreement must impose on the Subservicerrequirements conforming to the provisions set forth in Section 3.08 and providefor servicing of the Mortgage Loans consistent with the terms of this Agreement.Each Servicer will examine each Subservicing Agreement and will be familiar withthe terms thereof. The terms of any Subservicing Agreement will not beinconsistent with any of the provisions of this Agreement. Each Servicer and therespective Subservicers may enter into and make amendments to the SubservicingAgreements or enter into different forms of Subservicing Agreements; provided,however, that any such amendments or different forms shall be consistent withand not violate the provisions of this Agreement, and that no such amendment ordifferent form shall be made or entered into which could be reasonably expectedto be materially adverse to the interests of the Trustee, without the consent ofthe Trustee. Any variation without the consent of the Trustee from theprovisions set forth in Section 3.08 relating to insurance or priorityrequirements of Subservicing Accounts, or credits and charges to theSubservicing Accounts or the timing and amount of remittances by theSubservicers to such Servicer, are conclusively deemed to be inconsistent withthis Agreement and therefore prohibited. Each Servicer shall deliver to theTrustee, the Master Servicer, the Securities Administrator and the Depositorcopies of all Subservicing Agreements, and any amendments or modificationsthereof, promptly upon such Servicer’s execution and delivery of suchinstruments. (c) As part of its servicing activities hereunder, each Servicer(except as otherwise provided in the last sentence of this paragraph), for thebenefit of the Trustee, shall enforce the obligations of each Subservicer underthe related Subservicing Agreement, including, without limitation, anyobligation to make advances in respect of delinquent payments as required by aSubservicing Agreement. Such enforcement, including, without limitation, thelegal prosecution of claims, termination of Subservicing Agreements, and thepursuit of other appropriate remedies, shall be in such form and carried out tosuch an extent and at such time as such Servicer, in its good faith businessjudgment, would require were it the owner of the related Mortgage Loans. EachServicer shall pay the costs of such enforcement at its own expense, and shallbe reimbursed therefor only (i) from a general recovery resulting from suchenforcement, to the extent, if any, that such recovery exceeds all amounts duein respect of the related Mortgage Loans or (ii) from a specific recovery ofcosts, expenses or attorneys’ fees against the party against whom suchenforcement is directed. (d) Each Servicer shall cause any Subservicer engaged by suchServicer (or by any Subservicer) for the benefit of the Depositor, the MasterServicer, the Securities Administrator and the Trustee to comply with theprovisions of this Section 3.02 and with Sections 3.22, 3.23, 6.02 and 6.05 ofthis Agreement to the same extent as if such Subservicer were such Servicer, andto provide the information required with respect to such Subservicer underSection 8.12(g) of this Agreement. Each Servicer shall be responsible forobtaining from each such Subservicer and delivering to applicable Persons anyservicer compliance statement required to be delivered by such Subservicer underSection 3.22 and any assessment of compliance report and related accountant’sattestation required to be delivered by such Subservicer under Section 3.23, ineach case as and when required to be delivered. (e) Subject to the conditions set forth in this Section 3.02(e),each Servicer and any Subservicer engaged by such Servicer is permitted toutilize one or more Subcontractors to perform certain of its obligationshereunder. Such Servicer shall promptly upon request provide to the Depositor orthe Master Servicer a written description (in form and substance satisfactory tothe Depositor) of the role and function of each Subcontractor utilized by suchServicer or any such Subservicer, specifying, not later than the date specifiedfor delivery of the annual report on assessment of compliance set forth inSection 3.23(b) (i) the identity of each such Subcontractor, if any, that is”participating in the servicing function” within the meaning of Item 1122 ofRegulation AB, and (ii) which elements of the Servicing Criteria will beaddressed in assessments of compliance provided by each Subcontractor identifiedpursuant to clause (i) of this paragraph. As a condition to the utilization bysuch Servicer or any such Subservicer of any Subcontractor determined to be”participating in the servicing function” within the meaning of Item 1122 ofRegulation AB, such Servicer shall cause any such Subcontractor used by suchServicer (or by any such Subservicer) for the benefit of the Depositor, theMaster Servicer, the Securities Administrator and the Trustee to comply with theprovisions of Section 3.23 of this Agreement to the same extent as if suchSubcontractor were such Servicer. Such Servicer shall be responsible forobtaining from each such Subcontractor and delivering to the applicable Personsany assessment of compliance report and related accountant’s attestationrequired to be delivered by such Subcontractor under Section 3.23, in each caseas and when required to be delivered. Notwithstanding the foregoing, if a Servicer engages a Subcontractorin connection with the performance of any of its duties under this Agreement,such Servicer shall be responsible for determining whether such Subcontractor isa “servicer” within the meaning of Item 1101 of Regulation AB and whether anysuch affiliate or third-party vendor meets the criteria in Item 1108(a)(2)(i)through (iii) of Regulation AB. If a Servicer determines, pursuant to thepreceding sentence, that such Subcontractor is a “servicer” within the meaningof Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i)through (iii) of Regulation AB, then such Subcontractor shall be deemed to be aSubservicer for purposes of this Agreement (and shall not be required to meetthe requirements of a Subservicer set forth in Section 3.02(b)), the engagementof such Subservicer shall not be effective unless and until notice is givenpursuant to Section 3.02(a) and such Servicer shall comply with Section 3.02(d)with respect thereto. Section 3.03 Successor Subservicers. Each Servicer shall be entitledto terminate any Subservicing Agreement and the rights and obligations of anySubservicer pursuant to any Subservicing Agreement in accordance with the termsand conditions of such Subservicing Agreement; provided, however, that duringthe period when reports are required to be filed for the Trust under theExchange Act, the termination, resignation or removal of a Subservicer shall benot be effective until 30 days after written notice is received by each of theDepositor, the Master Servicer and the Securities Administrator that containsall information reasonably necessary to enable the Securities Administrator,pursuant to Section 8.12(g), to accurately and timely report the event underItem 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under theExchange Act are required to be filed under the Exchange Act). In the event oftermination of any Subservicer, all servicing obligations of such Subservicershall be assumed simultaneously by the applicable Servicer without any act ordeed on the part of such Subservicer or such Servicer, and such Servicer eithershall service directly the related Mortgage Loans or shall enter into aSubservicing Agreement with a successor Subservicer which qualifies underSection 3.02. Any Subservicing Agreement shall include the provision that suchagreement may be immediately terminated by the Depositor or the Master Servicerwithout fee, in accordance with the terms of this Agreement, in the event thatthe Servicer shall, for any reason, no longer be a Servicer (includingtermination due to an Event of Default). Section 3.04 Liability of the Servicer. Notwithstanding anySubservicing Agreement, any of the provisions of this Agreement relating toagreements or arrangements between a Servicer and a Subservicer or reference toactions taken through a Subservicer or otherwise, such Servicer shall remainobligated and primarily liable to the Trustee for the servicing andadministering of the Mortgage Loans in accordance with the provisions of Section3.01 without diminution of such obligation or liability by virtue of suchSubservicing Agreements or arrangements or by virtue of indemnification from theSubservicer and to the same extent and under the same terms and conditions as ifsuch Servicer alone were servicing and administering such Mortgage Loans. EachServicer shall be entitled to enter into any agreement with a Subservicer forindemnification of such Servicer by such Subservicer and nothing contained inthis Agreement shall be deemed to limit or modify such indemnification. Section 3.05 No Contractual Relationship between Subservicers, theTrustee and the Master Servicer. Any Subservicing Agreement that may be enteredinto and any transactions or services relating to the Mortgage Loans involving aSubservicer in its capacity as such shall be deemed to be between theSubservicer and the related Servicer alone, and neither the Trustee nor theMaster Servicer (or any successor to such Servicer) shall be deemed a partythereto and shall have no claims, rights, obligations, duties or liabilitieswith respect to the Subservicer except as set forth in Section 3.06. EachServicer shall be solely liable for all fees owed by it to any Subservicer,irrespective of whether the Servicer’s compensation pursuant to this Agreementis sufficient to pay such fees. Section 3.06 Assumption or Termination of Subservicing Agreements byMaster Servicer. In the event a Servicer at any time shall for any reason nolonger be a Servicer (including by reason of the occurrence of an Event ofDefault), the Master Servicer, or its designee, or the successor Servicer if thesuccessor Servicer is not the Master Servicer, shall, subject to the rights ofthe Servicing Rights Pledgee, thereupon assume all of the rights and obligationsof such Servicer under each Subservicing Agreement that such Servicer may haveentered into, with copies thereof provided to the Master Servicer prior to theMaster Servicer assuming such rights and obligations, unless the Master Servicerelects to terminate any Subservicing Agreement in accordance with its terms asprovided in Section 3.03. Upon such assumption, the Master Servicer, its designee or thesuccessor servicer shall be deemed, subject to Section 3.03, to have assumed allof such Servicer’s interest therein and to have replaced such Servicer as aparty to each Subservicing Agreement to the same extent as if each SubservicingAgreement had been assigned to the assuming party, except that (i) such Servicershall not thereby be relieved of any liability or obligations under anySubservicing Agreement that arose before it ceased to be a Servicer and (ii)none of the Depositor, the Master Servicer, the Trustee, their designees or anysuccessor Servicer shall be deemed to have assumed any liability or obligationof such Servicer that arose before it ceased to be a Servicer. Each Servicer at its expense shall, upon request of the MasterServicer, deliver to the assuming party all documents and records relating toeach Subservicing Agreement and the Mortgage Loans then being serviced and anaccounting of amounts collected and held by or on behalf of it, and otherwiseuse its best efforts to effect the orderly and efficient transfer of theSubservicing Agreements to the assuming party. Section 3.07 Collection of Certain Mortgage Loan Payments. (a) EachServicer shall make reasonable efforts to collect all payments called for underthe terms and provisions of the Mortgage Loans and shall, to the extent suchprocedures shall be consistent with this Agreement and the terms and provisionsof any applicable Insurance Policies, follow such collection procedures as itwould follow with respect to mortgage loans comparable to the Mortgage Loans andheld for its own account. Consistent with the foregoing and Accepted ServicingPractices, each Servicer may (i) waive any late payment charge or, ifapplicable, any penalty interest, or (ii) extend the Due Dates for the ScheduledPayments 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 theamortization schedule of any Mortgage Loan for purposes of any computationhereunder, except as provided below. In the event of any such arrangementpursuant to clause (ii) above, the applicable Servicer shall make timelyadvances on such Mortgage Loan during such extension pursuant to Section 4.01and in accordance with the amortization schedule of such Mortgage Loan withoutmodification thereof by reason of such arrangements, subject to Section 4.01(d)pursuant to which such Servicer shall not be required to make any such advancesthat are Nonrecoverable P&I Advances. Notwithstanding the foregoing, in theevent that any Mortgage Loan is in default or, in the judgment of such Servicer,such default is reasonably foreseeable, such Servicer, consistent with thestandards set forth in Section 3.01, may also waive, modify or vary any term ofsuch Mortgage Loan (including modifications that would change the MortgageInterest Rate, forgive the payment of principal or interest, extend the finalmaturity date of such Mortgage Loan or waive, in whole or in part, a PrepaymentPremium), accept payment from the related Mortgagor of an amount less than theStated Principal Balance in final satisfaction of such Mortgage Loan, or consentto the postponement of strict compliance with any such term or otherwise grantindulgence to any Mortgagor (any and all such waivers, modifications, variances,forgiveness of principal or interest, postponements, or indulgences collectivelyreferred to herein as “Forbearance”); provided, however, that the final maturitydate of any Mortgage Loan may not be extended beyond the Final ScheduledDistribution Date for the LIBOR Certificates. The applicable Servicer’s analysissupporting any Forbearance and the conclusion that any Forbearance meets thestandards of Section 3.01 shall be reflected in writing in the applicableServicing File. Notwithstanding the foregoing, a Servicer may waive, in whole orin part, a Prepayment Premium only under the following circumstances: (i) suchwaiver relates to a default or a reasonably foreseeable default and would, inthe reasonable judgment of the applicable Servicer, maximize recovery of totalproceeds taking into account the value of such Prepayment Premium and therelated Mortgage Loan, (ii) such Prepayment Premium is not permitted to becollected by applicable federal, state or local law or regulation, (iii) thecollection of such Prepayment Premium would be considered “predatory” pursuantto written guidance published or issued by any applicable federal, state orlocal regulatory authority acting in its official capacity and havingjurisdiction over such matters, (iv) the enforceability thereof is limited (1)by bankruptcy, insolvency, moratorium, receivership or other similar lawsrelating to creditor’s rights generally or (2) due to acceleration in connectionwith a foreclosure or other involuntary payment or (v) if the applicableServicer has not been provided with information sufficient to enable it tocollect the Prepayment Premium. If a Prepayment Premium is waived other than aspermitted in this Section 3.07(a), then the applicable Servicer is required topay the amount of such waived Prepayment Premium, for the benefit of the Holdersof the Class P Certificates, by depositing such amount into the CollectionAccount as soon as possible after the date of payoff, but in no event later thanfive (5) Business Days from such date. (b) The applicable Servicer shall give notice to the MasterServicer, the Securities Administrator, the Trustee, each Rating Agency and theDepositor of any proposed change of the location of the Collection Accountwithin a reasonable period of time prior to any change thereof. Section 3.08 Subservicing Accounts. In those cases where aSubservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,the Subservicer will be required to establish and maintain one or moresegregated accounts (collectively, the “Subservicing Account”). The SubservicingAccount shall be an Eligible Account and shall otherwise be acceptable to therelated Servicer. The Subservicer shall deposit in the clearing account (whichaccount must be an Eligible Account) in which it customarily deposits paymentsand collections on mortgage loans in connection with its mortgage loan servicingactivities on a daily basis, and in no event more than one Business Day afterthe Subservicer’s receipt thereof, all proceeds of Mortgage Loans received bythe Subservicer less its servicing compensation to the extent permitted by theSubservicing Agreement, and shall thereafter deposit such amounts in theSubservicing Account, in no event more than two Business Days after the depositof such funds into the clearing account. The Subservicer shall thereafterdeposit such proceeds in the Collection Account or remit such proceeds to theapplicable Servicer for deposit in the Collection Account not later than twoBusiness Days after the deposit of such amounts in the Subservicing Account. Forpurposes of this Agreement, such Servicer shall be deemed to have receivedpayments on the Mortgage Loans when the Subservicer receives such payments. Section 3.09 Collection of Taxes, Assessments and Similar Items;Escrow Accounts. (a) Each Servicer shall ensure that each First Lien MortgageLoan shall be covered by a paid-in-full, life-of-the-loan tax service contract(each, a “Tax Service Contract”); provided, that the applicable Original LoanSeller transferred a fully transferable Tax Service Contract to such Servicer atno expense to that Servicer. Each Tax Service Contract shall be assigned to theMaster Servicer (or successor servicer), as applicable, at the applicableServicer’s expense in the event that a Servicer is terminated as Servicer of therelated 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 inparagraph (a) above, each Servicer undertakes to perform such functions. To theextent the related Mortgage Loan provides for Escrow Payments, the relatedServicer shall establish and maintain, or cause to be established andmaintained, one or more segregated accounts (the “Escrow Accounts”), which shallbe Eligible Accounts. Each Servicer shall deposit in the clearing account (whichaccount must be an Eligible Account) in which it customarily deposits paymentsand collections on mortgage loans in connection with its mortgage loan servicingactivities on a daily basis, and in no event more than one Business Day aftersuch Servicer’s receipt thereof, all collections from the Mortgagors (or relatedadvances from Subservicers) for the payment of taxes, assessments, hazardinsurance premiums and comparable items for the account of the Mortgagors(“Escrow Payments”) collected on account of the Mortgage Loans and shallthereafter deposit such Escrow Payments in the Escrow Accounts, in no event morethan 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 theterms of this Agreement. Withdrawals of amounts from an Escrow Account may bemade only to (i) effect payment of taxes, assessments, hazard insurancepremiums, and comparable items; (ii) reimburse such Servicer (or a Subservicerto the extent provided in the related Subservicing Agreement) out of relatedcollections for any advances made pursuant to Section 3.01 (with respect totaxes and assessments) and Section 3.13 (with respect to hazard insurance);(iii) refund to Mortgagors any sums as may be determined to be overages; (iv)pay interest, if required and as described below, to Mortgagors on balances inthe Escrow Account; (v) clear and terminate the Escrow Account at thetermination of such Servicer’s obligations and responsibilities in respect ofthe Mortgage Loans under this Agreement; or (vi) recover amounts deposited inerror. As part of its servicing duties, each Servicer or Subservicer shall payto the Mortgagors interest on funds in Escrow Accounts, to the extent requiredby law and, to the extent that interest earned on funds in the Escrow Accountsis insufficient, to pay such interest from its or their own funds, without anyreimbursement therefor. To the extent that a Mortgage does not provide forEscrow Payments, the applicable Servicer shall determine whether any suchpayments are made by the Mortgagor in a manner and at a time that is necessaryto avoid the loss of the Mortgaged Property due to a tax sale or the foreclosureas a result of a tax lien. If any such payment has not been made and theapplicable Servicer receives notice of a tax lien with respect to the MortgageLoan being imposed, such Servicer will, promptly and to the extent required toavoid loss of the Mortgaged Property, advance or cause to be advanced fundsnecessary to discharge such lien on the Mortgaged Property. The applicableServicer assumes full responsibility for the payment of all such bills withinsuch time and shall effect payments of all such bills irrespective of theMortgagor’s faithful performance in the payment of same or the making of theEscrow Payments and shall make advances from its own funds to effect suchpayments; provided, however, that such advances are deemed to be ServicingAdvances. Section 3.10 Collection Account. (a) On behalf of the Trustee, eachServicer shall establish and maintain, or cause to be established andmaintained, one or more segregated Eligible Accounts (such account or accounts,the “Collection Account”), held in trust for the benefit of the Trustee for thebenefit of the Certificateholders. Funds in the Collection Account shall not becommingled with any other funds of the applicable Servicer. On behalf of theTrustee, each Servicer shall deposit or cause to be deposited in the clearingaccount (which account must be an Eligible Account) in which it customarilydeposits payments and collections on mortgage loans in connection with itsmortgage loan servicing activities on a daily basis, and in no event more thanone Business Day after such Servicer’s receipt thereof, and shall thereafterdeposit in the Collection Account, in no event more than two Business Days afterthe deposit of such funds into the clearing account, as and when received or asotherwise required hereunder, the following payments and collections received ormade by it subsequent to the Cut-off Date (other than in respect of principal orinterest on the related Mortgage Loans due on or before the Cut-off Date), orpayments (other than Principal Prepayments) received by it on or prior to theCut 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 Accepted Servicing Practices) and all Liquidation Proceeds; (iv) any amounts required to be deposited pursuant to Section 3.12 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 such 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 such Servicer. The foregoing requirements for deposit in the Collection Accountshall be exclusive, it being understood and agreed that, without limiting thegenerality of the foregoing, payments in the nature of late payment charges, NSFfees, reconveyance fees, assumption fees and other similar fees and charges neednot be deposited by each Servicer in the Collection Account and shall, uponcollection, belong to the applicable Servicer as additional compensation for itsservicing activities. In the event a Servicer shall deposit in the CollectionAccount any amount not required to be deposited therein, it may at any timewithdraw such amount from the Collection Account, any provision herein to thecontrary notwithstanding. (b) Funds in the Collection Account may be invested in PermittedInvestments in accordance with the provisions set forth in Section 3.12. EachServicer shall give notice to the Master Servicer, the Securities Administrator,the Trustee and the Depositor of the location of the Collection Accountmaintained by it when established and prior to any change thereof. Section 3.11 Withdrawals from the Collection Account. (a) EachServicer shall, from time to time, make withdrawals from the Collection Accountfor any of the following purposes or as described in Section 4.01: (i) on or prior to the Remittance Date, to remit to the Securities Administrator for deposit in the Distribution Account, all Available Funds (which solely for purposes of this Section 3.11(a)(i) shall not be net of the Master Servicing Fee) 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 applicable 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 such Servicer or any Subservicer (A) any unpaid Servicing Fees or (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but in each case only to the extent of any Late Collections, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or other amounts as may be collected by such Servicer from a Mortgagor, or otherwise received with respect to such Mortgage Loan (or the related REO Property); (iv) to pay to such Servicer as servicing compensation (in addition to the Servicing Fee) on the Remittance Date any interest or investment income earned on funds deposited in the Collection Account; (v) to pay the Sponsor or the Depositor, 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 such Servicer for (A) any unreimbursed P&I Advance or Servicing Advance previously made which such Servicer has determined to be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance in accordance with the provisions of Section 4.01, (B) any P&I Advance or Servicing Advance previously made with respect to a delinquent Mortgage Loan which Mortgage Loan has been modified by such Servicer in accordance with the terms of this Agreement; provided that such Servicer shall only reimburse itself for such P&I Advances and Servicing Advances at the time of such modification and shall reimburse itself after such modification only as otherwise permitted under the other clauses of this Section 3.11(a), and (C) any outstanding P&I Advance or Servicing Advance made by the such Servicer from its own funds, from Amounts Held for Future Distribution, provided, however, any funds so applied shall be replaced by such Servicer by deposit in the Collection Account no later than the close of business on the related Remittance Date on which such funds are required to be distributed pursuant to Section 4.01(b); (vii) to pay, or to reimburse such Servicer for advances in respect of, expenses incurred in connection with any Mortgage Loan pursuant to Section 3.15; (viii) to reimburse the Master Servicer, such Servicer, the Depositor, the Securities Administrator or the Trustee for expenses incurred by or reimbursable to the Master Servicer, such Servicer, the Depositor, the Securities Administrator or the Trustee, as the case may be, pursuant to Section 6.03, Section 7.02 or Section 8.05; (ix) to reimburse the Master Servicer, such 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 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; (x) to invest funds in Permitted Investments in accordance with Section 3.12; (xi) to withdraw any amounts deposited in the Collection Account in error; (xii) to withdraw any amounts held in the Collection Account and not required to be remitted to the Master Servicer on the Remittance Date occurring in the month in which such amounts are deposited into the Collection Account, to reimburse such Servicer for unreimbursed Advances; and (xiii) to clear and terminate the Collection Account upon termination of this Agreement. To the extent that a Servicer does not timely make the remittancereferred to in clause (i) above, such Servicer shall pay the Master Servicer forthe account of the Master Servicer interest on any amount not timely remitted atthe prime rate, from and including the applicable Remittance Date to butexcluding the date such remittance is actually made. (b) Each Servicer shall keep and maintain separate accounting, on aMortgage Loan by Mortgage Loan basis, for the purpose of justifying anywithdrawal from the Collection Account, to the extent held by or on behalf ofit, pursuant to subclauses (a)(ii), (iii), (iv), (v), (vi), (vii), (viii) and(ix) above. Each Servicer shall provide written notification to the Depositor,on or prior to the next succeeding Remittance Date, upon making any withdrawalsfrom the Collection Account pursuant to subclause (a)(vi) above. Section 3.12 Investment of Funds in the Collection Account and theDistribution Account. (a) Each Servicer may invest the funds in the CollectionAccount. The Securities Administrator may invest funds in the DistributionAccount during the Securities Administrator Float Period, and shall (exceptduring the Securities Administrator Float Period), invest such funds in theDistribution Account at the direction of the Depositor or Litton, in the case ofremittances from Litton. For purposes of this Section 3.12, each of theCollection Accounts and the Distribution Accounts are referred to as an”Investment Account”) and all funds therein may be invested in one or morePermitted Investments bearing interest or sold at a discount, and maturing,unless payable on demand and in the absence of written instructions from Litton,the Securities Administrator shall invest in the Wells Fargo Advantage PrimeInvestment Money Market Fund. no later than the Business Day on which such fundsare required to be withdrawn from such account pursuant to this Agreement(except for investments made at the Depositor’s direction, which shall mature nolater than the Business Day immediately preceding the date of requiredwithdrawal). All such Permitted Investments shall be held to maturity, unlesspayable on demand. Any investment of funds in an Investment Account shall bemade in the name of the Securities Administrator. The Securities Administratorshall be entitled to sole possession (except with respect to investmentdirection of funds held in the related Account and any income and gain realizedthereon in any Account other than the Distribution Account during the SecuritiesAdministrator Float Period) over each such investment, and any certificate orother instrument evidencing any such investment shall be delivered directly tothe Securities Administrator or its agent, together with any document oftransfer necessary to transfer title to such investment to the SecuritiesAdministrator. In the event amounts on deposit in an Investment Account are atany time invested in a Permitted Investment payable on demand, the SecuritiesAdministrator 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 fundsdeposited in the Collection Account held by or on behalf of the relatedServicer, shall be for the benefit of such Servicer and shall be subject to itswithdrawal in the manner set forth in Section 3.11. Such Servicer shall depositin the Collection Account the amount of any loss of principal incurred inrespect of any such Permitted Investment made with funds in such accountsimmediately upon realization of such loss. (c) All income and gain realized from the investment of fundsdeposited in the Distribution Account held by the Securities Administrator,shall be for the benefit of the Depositor or Litton (except for any income orgain realized from the investment of funds on deposit in the DistributionAccount during the Securities Administrator Float Period, which shall be for thebenefit of the Securities Administrator). The Depositor or Litton shall depositin the Distribution Account (except with respect to the Securities AdministratorFloat Period, in which case the Securities Administrator shall so deposit) theamount of any loss of principal incurred in respect of any such PermittedInvestment made with funds in such accounts immediately upon realization of suchloss. (d) Except as otherwise expressly provided in this Agreement, if anydefault occurs in the making of a payment due under any Permitted Investment, orif a default occurs in any other performance required under any PermittedInvestment, the Securities Administrator shall take such action as may beappropriate to enforce such payment or performance, including the institutionand prosecution of appropriate proceedings. (e) The Securities Administrator or its Affiliates are permitted toreceive additional compensation that could be deemed to be in the SecuritiesAdministrator’s economic self-interest for (i) serving as investment adviser,administrator, shareholder, servicing agent, custodian or sub-custodian withrespect to certain of the Permitted Investments, (ii) using Affiliates to effecttransactions in certain Permitted Investments and (iii) effecting transactionsin certain Permitted Investments. (f) The Securities Administrator shall not be liable for the amountof any loss incurred with respect of any investment (except that during theSecurities Administrator Float Period, it will be responsible for reimbursingthe Trust for such loss) or lack of investment of funds held in any InvestmentAccount or the Distribution Account if made in accordance with Section 3.12(c). Section 3.13 Maintenance of Hazard Insurance, Errors and Omissionsand Fidelity Coverage. (a) Each Servicer shall cause to be maintained for eachFirst Lien Mortgage Loan standard hazard insurance on the related MortgagedProperty in an amount which is at least equal to the lesser of (i) theoutstanding principal balance of such Mortgage Loan, in each case in an amountnot less than such amount as is necessary to prevent the Mortgagor and/or theMortgagee from becoming a co-insurer, (ii) the amount necessary to fullycompensate for any damage or loss to the improvements that are a part of suchproperty on a replacement cost basis and (iii) the amount required under theapplicable regulations set forth by each of the Department of Housing and UrbanDevelopment and Federal Housing Administration. Each Servicer shall also causeto be maintained fire insurance with extended coverage on each REO Property inan amount which is at least equal to the lesser of (i) the maximum insurablevalue of the improvements which are a part of such property and (ii) theoutstanding principal balance of the related Mortgage Loan at the time it becamean REO Property, plus accrued interest at the Mortgage Interest Rate and relatedServicing Advances. Each Servicer will comply in the performance of thisAgreement with all reasonable rules and requirements of each insurer under anysuch hazard policies. Any amounts to be collected by any Servicer under any suchpolicies (other than amounts to be applied to the restoration or repair of theproperty subject to the related Mortgage or amounts to be released to theMortgagor in accordance with the procedures that such Servicer would follow inservicing loans held for its own account, subject to the terms and conditions ofthe related Mortgage and Mortgage Note) shall be deposited in the CollectionAccount, subject to withdrawal pursuant to Section 3.11. Any cost incurred byany Servicer in maintaining any such insurance shall not, for the purpose ofcalculating distributions to the Securities Administrator, be added to theunpaid principal balance of the related Mortgage Loan, notwithstanding that theterms of such Mortgage Loan so permit. It is understood and agreed that noearthquake or other additional insurance is to be required of any Mortgagorother than pursuant to such applicable laws and regulations as shall at any timebe in force and as shall require such additional insurance. If the MortgagedProperty or REO Property is at any time in an area identified in the FederalRegister by the Federal Emergency Management Agency as having special floodhazards and flood insurance has been made available, the applicable Servicerwill cause to be maintained a flood insurance policy in respect thereof. Suchflood insurance shall be in an amount equal to the lesser of (i) the unpaidprincipal balance of the related Mortgage Loan and (ii) the maximum amount ofsuch insurance available for the related Mortgaged Property under the nationalflood insurance program (assuming that the area in which such Mortgaged Propertyis located is participating in such program). In the event that any Servicer shall obtain and maintain a blanketpolicy with an insurer having a General Policy Rating of B:VI or better inBest’s (or such other rating that is comparable to such rating) insuring againsthazard losses on all of the Mortgage Loans, it shall conclusively be deemed tohave satisfied its obligations as set forth in the first two sentences of thisSection 3.13, it being understood and agreed that such policy may contain adeductible clause, in which case such Servicer shall, in the event that thereshall not have been maintained on the related Mortgaged Property or REO Propertya policy complying with the first two sentences of this Section 3.13, and thereshall 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 otherwisepayable under the blanket policy because of such deductible clause. Inconnection with its activities as administrator and servicer of the MortgageLoans, each Servicer agrees to prepare and present, on behalf of itself, theTrustee claims under any such blanket policy in a timely fashion in accordancewith the terms of such policy. (b) Each Servicer shall keep in force during the term of thisAgreement a policy or policies of insurance covering errors and omissions forfailure in the performance of such Servicer’s obligations under this Agreement,which policy or policies shall be in such form and amount that would meet therequirements of Fannie Mae or Freddie Mac if it were the purchaser of theMortgage Loans, unless such Servicer has obtained a waiver of such requirementsfrom Fannie Mae or Freddie Mac. Each Servicer shall also maintain a fidelitybond in the form and amount that would meet the requirements of Fannie Mae orFreddie Mac, unless such Servicer has obtained a waiver of such requirementsfrom Fannie Mae or Freddie Mac. Each Servicer shall provide the Master Servicerupon request with copies of any such insurance policies and fidelity bond (or inthe case of Avelo, the Master Servicer will be provided access to review suchinsurance policies and fidelity bond of Avelo or its affiliates). Each Servicershall be deemed to have complied with this provision if an Affiliate of theapplicable Servicer has such errors and omissions and fidelity bond coverageand, by the terms of such insurance policy or fidelity bond, the coverageafforded thereunder extends to such Servicer. Upon request from the MasterServicer, each Servicer shall cause to be delivered to the Master Servicer proofof coverage of the fidelity bond errors and omissions insurance policy and astatement from the surety and the insurer that that surety and insurer shallendeavor to notify the Trustee and the Master Servicer within 30 days prior tosuch fidelity bond’s errors and omissions insurance policy’s termination ormaterial modification (or 10 days for non-payment of premium for such fidelitybond’s errors and omissions insurance policy). Each Servicer shall also causeeach Subservicer to maintain a policy of insurance covering errors and omissionsand a fidelity bond which would meet such requirements. Section 3.14 Enforcement of Due-on-Sale Clauses; AssumptionAgreements. Each Servicer will, to the extent it has knowledge of any conveyanceor prospective conveyance of any Mortgaged Property by any Mortgagor (whether byabsolute conveyance or by contract of sale, and whether or not the Mortgagorremains 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 noServicer shall be required to take such action if, in the reasonable belief ofthe such Servicer, such Servicer believes it is not in the best interests of theTrust Fund and shall not exercise any such rights if prohibited by law fromdoing so. If a Servicer reasonably believes it is unable under applicable law toenforce such “due on sale” clause or if any of the other conditions set forth inthe proviso to the preceding sentence apply, such Servicer will make reasonableefforts to enter into an assumption and modification agreement from or with theperson to whom such property has been conveyed or is proposed to be conveyed,pursuant to which such person becomes liable under the Mortgage Note, suchServicer has the prior consent of the primary mortgage guaranty insurer, if any,and, to the extent permitted by applicable state law, the Mortgagor remainsliable thereon. Each Servicer is also authorized to enter into a substitution ofliability agreement with such person, pursuant to which the original Mortgagoris released from liability and such person is substituted as the Mortgagor andbecomes liable under the Mortgage Note; provided, that no such substitutionshall be effective unless such person satisfies the underwriting criteria ofsuch Servicer and has a credit risk rating at least equal to that of theoriginal Mortgagor. In connection with any assumption, modification orsubstitution, such Servicer shall apply such underwriting standards and followsuch practices and procedures as shall be normal and usual in its generalmortgage servicing activities and as it applies to other mortgage loans ownedsolely by it. No Servicer shall take or enter into any assumption andmodification agreement, however, unless (to the extent practicable in thecircumstances) it shall have received confirmation, in writing, of the continuedeffectiveness of any applicable hazard insurance policy, or a new policy meetingthe requirements of this Section is obtained. Any fee collected by a Servicer inrespect of an assumption or substitution of liability agreement will be retainedby such Servicer as additional servicing compensation. In connection with anysuch assumption, no material term of the Mortgage Note (including but notlimited to the related Mortgage Interest Rate and the amount of the ScheduledPayment) may be amended or modified, except as otherwise required pursuant tothe terms thereof. Each Servicer shall notify each Custodian that any suchsubstitution, modification or assumption agreement has been completed byforwarding to the applicable Custodian the executed original of suchsubstitution or assumption agreement, which document shall be added to therelated Mortgage File and shall, for all purposes, be considered a part of suchMortgage File to the same extent as all other documents and instrumentsconstituting a part thereof. Notwithstanding the foregoing paragraph or any other provision ofthis Agreement, a Servicer shall not be deemed to be in default, breach or anyother violation of its obligations hereunder by reason of any assumption of aMortgage Loan by operation of law or by the terms of the Mortgage Note or anyassumption which such Servicer may be restricted by law from preventing, for anyreason whatsoever. For purposes of this Section 3.14, the term “assumption” isdeemed to also include a sale (of the Mortgaged Property) subject to theMortgage that is not accompanied by an assumption or substitution of liabilityagreement. Section 3.15 Realization upon Defaulted Mortgage Loans. EachServicer shall use its best efforts, consistent with Accepted ServicingPractices, to foreclose upon or otherwise comparably convert (which may includean acquisition of REO Property) the ownership of properties securing such of theMortgage Loans as come into and continue in default and as to which nosatisfactory arrangements can be made for collection of delinquent paymentspursuant to Section 3.07, and which are not released from this Agreementpursuant to any other provision hereof. Each Servicer shall use reasonableefforts to realize upon such defaulted Mortgage Loans in such manner as willmaximize the receipt of principal and interest by the Securities Administrator,taking into account, among other things, the timing of foreclosure proceedings;provided, however with respect to any Second Lien Mortgage Loan, if, after suchMortgage Loan becomes 180 days or more delinquent, Litton determines that asignificant net recovery is not possible through foreclosure, such Mortgage Loanmay be charged off and the Mortgage Loan will be treated as a LiquidatedMortgage Loan giving rise to a Realized Loss. The foregoing is subject to theprovisions that, in any case in which a Mortgaged Property shall have suffereddamage from an uninsured cause, a Servicer shall not be required to expend itsown funds toward the restoration of such property unless it shall determine inits sole discretion (i) that such restoration will increase the net proceeds ofliquidation of the related Mortgage Loan to the Securities Administrator, afterreimbursement to itself for such expenses, and (ii) that such expenses will berecoverable by such Servicer through Insurance Proceeds, Condemnation Proceedsor Liquidation Proceeds from the related Mortgaged Property, as contemplated inSection 3.11. Each Servicer shall be responsible for all other costs andexpenses incurred by it in any such proceedings; provided, however, that itshall be entitled to reimbursement thereof from the related property, ascontemplated in Section 3.11. In circumstances where Litton determines that itwould be uneconomical to foreclose on the related Mortgaged Property, Litton maywrite off the entire outstanding principal balance of the related Second LienMortgage Loan as bad debt. In the event that the related First Lien Mortgage Loan is not beingserviced by such Servicer, such Servicer shall have no liability for any lossesresulting from a foreclosure on a Second Lien Mortgage Loan in connection withthe foreclosure on the related First Lien Mortgage Loan for which the relatedFirst Lien Mortgage Loan is not included in the Trust Fund where such Servicerdid not receive notice or otherwise had no actual knowledge regarding suchforeclosure on the related First Lien Mortgage Loan; provided, however, if suchServicer is either notified or has actual knowledge that any holder of a FirstLien Mortgage Loan intends to accelerate the obligations secured by the FirstLien Mortgage Loan, or that any such holder intends to declare a default underthe mortgage or promissory note secured thereby, or has filed or intends to filean election to have the related Mortgaged Property sold or foreclosed, suchServicer shall take, on behalf of the Trust, whatever actions are necessary toprotect the interests of the Trust in accordance with Accepted ServicingPractices and the REMIC Provisions. No Servicer shall be required to make aServicing Advance pursuant to Section 4.01 with respect thereto except to theextent that it determines in its reasonable good faith judgment that suchadvance would be recoverable from Liquidation Proceeds on the related SecondLien Mortgage Loan, that a significant net recovery is possible throughforeclosure, and in no event in an amount that is greater than the thenoutstanding principal balance of the related Second Lien Mortgage Loan. Theapplicable Servicer shall thereafter take such action as is reasonably necessaryto recover any amount so advanced and to otherwise reimburse itself as aServicing Advance from the Collection Account pursuant to Section 3.11. The proceeds of any Liquidation Event or REO Disposition, as well asany recovery resulting from a partial collection of Insurance Proceeds,Condemnation Proceeds or Liquidation Proceeds or any income from an REOProperty, will be applied in the following order of priority: first, toreimburse such Servicer or any Subservicer for any related unreimbursedServicing Advances, pursuant to Section 3.11 or 3.17; second, to accrued andunpaid interest on the Mortgage Loan or REO Imputed Interest, at the MortgageInterest Rate, to the date of the liquidation or REO Disposition, or to the DueDate prior to the Remittance Date on which such amounts are to be distributed ifnot in connection with a Liquidation Event or REO Disposition; third, toreimburse such Servicer for any related unreimbursed P&I Advances, pursuant toSection 3.11; and fourth, as a recovery of principal of the Mortgage Loan. Ifthe amount of the recovery so allocated to interest is less than a full recoverythereof, that amount will be allocated as follows: first, to unpaid ServicingFees; and second, as interest at the Mortgage Interest Rate (net of theServicing Fee Rate). The portion of the recovery so allocated to unpaidServicing Fees shall be reimbursed to such Servicer or any Subservicer pursuantto Section 3.11 or 3.17. The portions of the recovery so allocated to interestat the Mortgage Interest Rate (net of the Servicing Fee Rate) and to principalof the Mortgage Loan shall be applied as follows: first, to reimburse suchServicer or any Subservicer for any related unreimbursed Servicing Advances inaccordance with Section 3.11 or 3.17, and second, to the SecuritiesAdministrator in accordance with the provisions of Section 4.02, subject to thelast paragraph of Section 3.17 with respect to certain excess recoveries from anREO Disposition. Notwithstanding anything to the contrary contained herein, inconnection with a foreclosure or acceptance of a deed in lieu of foreclosure, inthe event a Servicer has received actual notice of, or has actual knowledge ofthe presence of, hazardous or toxic substances or wastes on the relatedMortgaged Property, or if the Trustee or the Master Servicer otherwise requests,such Servicer shall cause an environmental inspection or review of suchMortgaged Property to be conducted by a qualified inspector. Upon completion ofthe inspection, such Servicer shall promptly provide the Trustee, the MasterServicer and the Depositor, with a written report of the environmentalinspection. After reviewing the environmental inspection report, the applicableServicer shall determine consistent with Accepted Servicing Practices how toproceed with respect to the Mortgaged Property. In the event (a) theenvironmental inspection report indicates that the Mortgaged Property iscontaminated by hazardous or toxic substances or wastes and (b) the applicableServicer determines, consistent with Accepted Servicing Practices, to proceedwith foreclosure or acceptance of a deed in lieu of foreclosure, such Servicershall be reimbursed for all reasonable costs associated with such foreclosure oracceptance of a deed in lieu of foreclosure and any related environmentalclean-up costs, as applicable, from the related Liquidation Proceeds, or if theLiquidation Proceeds are insufficient to fully reimburse such Servicer, suchServicer shall be entitled to be reimbursed from amounts in the CollectionAccount pursuant to Section 3.11. In the event the applicable Servicerdetermines not to proceed with foreclosure or acceptance of a deed in lieu offoreclosure, such Servicer shall be reimbursed from general collections for allServicing Advances made with respect to the related Mortgaged Property from theCollection Account pursuant to Section 3.11. The Trustee shall not beresponsible for any determination made by the applicable Servicer pursuant tothis paragraph or otherwise. Section 3.16 Release of Mortgage Files. (a) Upon the payment in fullof any Mortgage Loan, or the receipt by a Servicer of a notification thatpayment in full shall be escrowed in a manner customary for such purposes, suchServicer will, within five (5) Business Days of the payment in full, notify theapplicable Custodian by a certification (which certification shall include astatement to the effect that all amounts received or to be received inconnection with such payment which are required to be deposited in theCollection 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 bycompleting a Request for Release in the form of Exhibit L hereto to theapplicable Custodian. Upon receipt of such certification and Request forRelease, the applicable Custodian shall promptly release the related CustodialFile to such Servicer within three (3) Business Days. No expenses incurred inconnection with any instrument of satisfaction or deed of reconveyance shall bechargeable to the Collection Account. (b) From time to time and as appropriate for the servicing orforeclosure of any Mortgage Loan, including, for this purpose, collection underany Insurance Policy relating to the Mortgage Loans, each Custodian shall, uponrequest of such Servicer and delivery to the applicable Custodian, of a Requestfor Release, release the related Custodial File to such Servicer, and theTrustee shall, at the direction of such Servicer, execute such documents asshall be necessary to the prosecution of any such proceedings and such Servicershall retain the Mortgage File in trust for the benefit of the Trustee. SuchRequest for Release shall obligate the applicable Servicer to return each andevery document previously requested from the Custodial File to the applicableCustodian when the need therefor by such Servicer no longer exists, unless theMortgage Loan has been liquidated and the Liquidation Proceeds relating to theMortgage Loan have been deposited in the Collection Account or the Mortgage Fileor such document has been delivered to an attorney, or to a public trustee orother public official as required by law, for purposes of initiating or pursuinglegal action or other proceedings for the foreclosure of the Mortgaged Propertyeither judicially or non judicially, and such Servicer has delivered to theapplicable Custodian a certificate of a Servicing Officer certifying as to thename and address of the Person to which such Mortgage File or such document wasdelivered and the purpose or purposes of such delivery. Upon receipt of acertificate of a Servicing Officer stating that such Mortgage Loan wasliquidated and that all amounts received or to be received in connection withsuch liquidation that are required to be deposited into the Collection Accounthave been so deposited, or that such Mortgage Loan has become an REO Property, acopy of the Request for Release shall be released by the applicable Custodian tothe applicable Servicer or its designee. Upon receipt of a Request for Releaseunder this Section 3.16, the applicable Custodian shall deliver the relatedCustodial File to the requesting Servicer by regular mail or by overnightcourier, unless a Servicer requests that the applicable Custodian deliver suchCustodial File to such Servicer by overnight courier (in which case suchdelivery shall be at the applicable Servicer’s expense); provided, however, thatin the event such Servicer has not previously received copies of the relevantMortgage Loan Documents necessary to service the related Mortgage Loan inaccordance with Accepted Servicing Practices, the Depositor shall use reasonableefforts to cause the Sponsor to reimburse such Servicer for any overnightcourier charges incurred for the requested Custodial Files. Upon written certification of a Servicing Officer, the Trustee shallexecute and deliver to the applicable Servicer copies of any court pleadings,requests for trustee’s sale or other documents reasonably necessary to theforeclosure or trustee’s sale in respect of a Mortgaged Property or to any legalaction brought to obtain judgment against any Mortgagor on the Mortgage Note orMortgage or to obtain a deficiency judgment, or to enforce any other remedies orrights provided by the Mortgage Note or Mortgage or otherwise available at lawor in equity, or shall exercise and deliver to such Servicer a power of attorneysufficient to authorize such Servicer to execute such documents on its behalf.Each such certification shall include a request that such pleadings or documentsbe executed by the Trustee and a statement as to the reason such documents orpleadings are required and that the execution and delivery thereof by theTrustee will not invalidate or otherwise affect the lien of the Mortgage, exceptfor the termination of such a lien upon completion of the foreclosure ortrustee’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 ofthe Trustee for the benefit of the Certificateholders and shall not apply to anyREO Property relating to a Mortgage Loan which was purchased or repurchased fromthe Trustee pursuant to any provision hereof. In the event that title to anysuch REO Property is acquired, the applicable Servicer shall cause the deed orcertificate of sale to be issued in the name of the Trustee, on behalf of theCertificateholders, or the Trustee’s nominee. (b) Each Servicer shall manage, conserve, protect and operate eachREO Property for the Trustee for the benefit of the Certificateholders solelyfor the purpose of its prompt disposition and sale. Each Servicer, either itselfor through an agent selected by such Servicer, shall manage, conserve, protectand operate the REO Property in the same manner that it manages, conserves,protects and operates other foreclosed property for its own account, and in thesame manner that similar property in the same locality as the REO Property ismanaged. Each Servicer shall attempt to sell the same (and may temporarily rentthe same for a period not greater than one year, except as otherwise providedbelow) on such terms and conditions as such Servicer deems to be in the bestinterest of the Master Servicer. Each Servicer shall notify the Master Servicerfrom time to time as to the status of each REO Property. (c) Each Servicer shall use its best efforts to dispose of the REOProperty as soon as possible (subject to the Master Servicer’s right to veto anyproposed sale of REO Property) and shall sell such REO Property in any eventwithin three years after title has been taken to such REO Property, unless suchServicer determines, and gives an appropriate notice to the Trustee and theMaster Servicer to such effect, that a longer period is necessary for theorderly liquidation of such REO Property. If a period longer than three years ispermitted under the foregoing sentence and is necessary to sell any REOProperty, such Servicer shall report monthly to the Securities Administrator andthe Master Servicer as to the progress being made in selling such REO Property.Notwithstanding its veto rights, the Trustee has no obligation with respect toREO Dispositions. (d) Each Servicer shall segregate and hold all funds collected andreceived in connection with the operation of any REO Property separate and apartfrom its own funds and general assets and shall deposit such funds in theCollection Account. (e) Each Servicer shall deposit net of reimbursement to suchServicer for any related outstanding Servicing Advances and unpaid ServicingFees provided in Section 3.11, or cause to be deposited, on a daily basis in theCollection Account all revenues received with respect to the related REOProperty and shall withdraw therefrom funds necessary for the proper operation,management and maintenance of the REO Property. (f) Each Servicer, upon an REO Disposition, shall be entitled toreimbursement for any related unreimbursed Servicing Advances as well as anyunpaid Servicing Fees from proceeds received in connection with the REODisposition, as further provided in Section 3.11. (g) Any net proceeds from an REO Disposition which are in excess ofthe unpaid principal balance of the related Mortgage Loan plus all unpaid REOImputed Interest thereon through the date of the REO Disposition shall beretained by the applicable Servicer as additional servicing compensation. (h) Each Servicer shall use its reasonable best efforts, to sell, orcause the Subservicer to sell, any REO Property as soon as possible, but in noevent later than the conclusion of the third calendar year beginning after theyear of its acquisition by the REMIC unless (i) such Servicer applies for anextension of such period from the Internal Revenue Service pursuant to the REMICProvisions and Code Section 856(e)(3), in which event such REO Property shall besold within the applicable extension period, or (ii) such Servicer, at itsexpense, obtains for and delivers to the Trustee and the Master Servicer anOpinion of Counsel, addressed to the Depositor, the Trustee, the Master Servicerand such Servicer, to the effect that the holding by the Pooling-Tier REMIC-1 ofsuch REO Property subsequent to such period will not result in the imposition oftaxes on “prohibited transactions” as defined in Section 860F of the Code orcause any Trust REMIC to fail to qualify as a REMIC under the REMIC Provisionsor comparable provisions of relevant state laws at any time. Each Servicer shallmanage, conserve, protect and operate each REO Property serviced by suchServicer for the Trustee solely for the purpose of its prompt disposition andsale 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 thereceipt 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 fromforeclosure property” which is subject to taxation under Section 860G(a)(1) ofthe Code. Pursuant to its efforts to sell such REO Property, the applicableServicer shall either itself or through an agent selected by such Servicerprotect and conserve such REO Property in the same manner and to such extent asis customary in the locality where such REO Property is located and may,incident to its conservation and protection of the interests of the Trustee onbehalf of the Certificateholders, rent the same, or any part thereof, as suchServicer deems to be in the best interest of the Trustee on behalf of theCertificateholders for the period prior to the sale of such REO Property;provided, however, that any rent received or accrued with respect to such REOProperty qualifies as “rents from real property” as defined in Section 856(d) ofthe Code. Section 3.18 Notification of Adjustments. With respect to eachAdjustable Rate Mortgage Loan, the applicable Servicer shall adjust the MortgageInterest Rate on the related Adjustment Date and shall adjust the ScheduledPayment on the related mortgage payment adjustment date, if applicable, incompliance with the requirements of applicable law and the related Mortgage andMortgage Note. In the event that an Index becomes unavailable or otherwiseunpublished, the related Servicer shall select a comparable alternative indexover which it has no direct control and which is readily verifiable. EachServicer shall execute and deliver any and all necessary notices required underapplicable law and the terms of the related Mortgage Note and Mortgage regardingthe Mortgage Interest Rate and Scheduled Payment adjustments. Each Servicershall promptly, upon written request therefor, deliver to the Master Servicersuch notifications and any additional applicable data regarding such adjustmentsand the methods used to calculate and implement such adjustments. Upon thediscovery by a Servicer or the receipt of notice from the Master Servicer that aServicer has failed to adjust a Mortgage Interest Rate or Scheduled Payment inaccordance with the terms of the related Mortgage Note, such Servicer shalldeposit in the Collection Account from its own funds the amount of any interestloss caused as such interest loss occurs. Section 3.19 Access to Certain Documentation and InformationRegarding the Mortgage Loans. The applicable Servicer shall provide, or causethe Subservicer to provide, to the Depositor, the Trustee, the OTS or the FDICand the examiners and supervisory agents thereof access to the documentationregarding the Mortgage Loans in its possession required by applicableregulations of the OTS. Such access shall be afforded without charge, but onlyupon reasonable and prior written request and during normal business hours atthe offices of the applicable Servicer or any Subservicer. Nothing in thisSection shall derogate from the obligation of any such party to observe anyapplicable law prohibiting disclosure of information regarding the Mortgagorsand the failure of any such party to provide access as provided in this Sectionas a result of such obligation shall not constitute a breach of this Section. Section 3.20 Documents, Records and Funds in Possession of theServicers to Be Held for the Securities Administrator for the Benefit of theTrustee Each Servicer shall account fully to the Securities Administrator onbehalf of the Trustee for any funds received by such Servicer or which otherwiseare collected by such Servicer as Liquidation Proceeds, Condemnation Proceeds orInsurance Proceeds in respect of any Mortgage Loan. All Mortgage Files and fundscollected or held by, or under the control of, a Servicer in respect of anyMortgage Loans, whether from the collection of principal and interest paymentsor from Liquidation Proceeds, including, but not limited to, any funds ondeposit in the Collection Account, shall be held by such Servicer for and onbehalf of the Trustee on behalf of the Certificateholders and shall be andremain the sole and exclusive property of the Trustee, subject to the applicableprovisions of this Agreement. Each Servicer also agrees that it shall notcreate, incur or subject any Mortgage File or any funds that are deposited inthe Collection Account, the Distribution Account or any Escrow Account, or anyfunds that otherwise are or may become due or payable to the SecuritiesAdministrator on behalf of the Trustee for the benefit of theCertificateholders, to any claim, lien, security interest, judgment, levy, writof attachment or other encumbrance, or assert by legal action or otherwise anyclaim or right of setoff against any Mortgage File or any funds collected on, orin connection with, a Mortgage Loan, except, however, that such Servicer shallbe entitled to set off against and deduct from any such funds any amounts thatare properly due and payable to such Servicer under this Agreement. Section 3.21 Servicing Compensation. (a) As compensation for itsactivities hereunder, each Servicer shall, with respect to each Mortgage Loan,be entitled to retain from deposits to the Collection Account and fromLiquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds related tosuch Mortgage Loan, the Servicing Fee with respect to each Mortgage Loan (lessany portion of such amounts retained by any Subservicer). In addition, eachServicer shall be entitled to recover unpaid Servicing Fees out of related LateCollections to the extent permitted in Section 3.11. The right to receive theServicing Fee may not be transferred in whole or in part except as provided inSection 6.06 or in connection with the transfer of all of a Servicer’sresponsibilities and obligations under this Agreement; provided, however, thateach Servicer may pay from the Servicing Fee any amounts due to a Subservicerpursuant to a Subservicing Agreement entered into under Section 3.02. (b) Additional servicing compensation in the form of assumption ormodification fees, late payment charges, NSF fees, reconveyance fees and othersimilar fees and charges (other than Prepayment Premiums) shall be retained by aServicer only to the extent such fees or charges are received by such Servicer.Each Servicer shall also be entitled pursuant to Section 3.09(b)(vi) and Section3.11(a)(iv) to withdraw from the Collection Account, as additional servicingcompensation, interest or other income earned on deposits therein. (c) Each Servicer shall be required to pay all expenses incurred byit in connection with its servicing activities hereunder (including payment ofpremiums for any blanket policy insuring against hazard losses pursuant toSection 3.13, servicing compensation of the Subservicer to the extent notretained by it and the fees and expenses of independent accountants and anyagents appointed by such Servicer), and shall not be entitled to reimbursementtherefor except as specifically provided in Section 3.11. Section 3.22 Annual Statement as to Compliance. Each Servicer, theSecurities Administrator and the Master Servicer shall deliver or cause to bedelivered, and each Servicer shall cause each Subservicer engaged by suchServicer to deliver or cause to be delivered to the Depositor, the SecuritiesAdministrator, the Master Servicer, the Rating Agencies and the Trustee on orbefore March 15th of each calendar year, commencing in 2007, an Officer’sCertificate stating, as to each signatory thereof, that (i) a review of theactivities of the Securities Administrator, the Master Servicer, the Trustee (inits capacity as successor master servicer, if applicable), the Servicer orSubservicer, as applicable, during the preceding calendar year and of itsperformance under this Agreement, or the applicable Subservicing Agreement, asthe case may be, has been made under such officers’ supervision, and (ii) to thebest of such officers’ knowledge, based on such review, the SecuritiesAdministrator, the Master Servicer, the Trustee (in its capacity as successormaster servicer, if applicable), such Servicer or Subservicer, as applicable,has fulfilled all of its obligations under this Agreement or the applicableSubservicing Agreement, as the case may be, in all material respects throughoutsuch year, or, if there has been a failure to fulfill any such obligation in anymaterial respect, specifying each such failure known to such officers and thenature and status thereof. Promptly after receipt of each such Officer’sCertificate, the Depositor shall review such Officer’s Certificate and, ifapplicable, consult with the applicable Servicer as to the nature of anydefaults by the applicable Servicer or any related Subservicer in thefulfillment of any of a Servicer’s or Subservicer’s obligations. The obligationsof the Securities Administrator, the Master Servicer, the Trustee (in itscapacity as successor master servicer, if applicable), each Servicer orSubservicer under this Section apply to each Servicer and Subservicer thatserviced a Mortgage Loan during the applicable period, whether or not suchServicer or Subservicer is acting as a Servicer or Subservicer, as applicable,at the time such Officer’s Certificate is required to be delivered. None of theSecurities Administrator, the Master Servicer, the Trustee (in its capacity assuccessor master servicer, if applicable), the Servicers or Subservicer shall berequired to cause the delivery of any Officer’s Certificate required by thisSection in any given year so long as it has received written confirmation fromthe Depositor that a Form 10-K is not required to be filed in respect of theTrust for the preceding calendar year. Section 3.23 Annual Reports on Assessment of Compliance withServicing Criteria; Annual Independent Public Accountants’ Attestation Report(a)(a) Not later than March 15th of each calendar year commencing in 2007 (and withrespect to each Custodian, only until a Form 15 Suspension Notice has beenfiled), each Servicer, the Securities Administrator, the Master Servicer, eachCustodian and the Trustee (in its capacity as successor master servicer, ifapplicable) each shall deliver, and each Servicer shall cause each Subservicerengaged by such Servicer, and each Servicer, the Securities Administrator, theMaster Servicer and the Trustee (in its capacity as successor master servicer,if applicable) shall cause each Subcontractor utilized by such Servicer (or byany such Subservicer), the Master Servicer, the Securities Administrator or theTrustee (in its capacity as successor master servicer, if applicable), asapplicable, and determined by such Servicer, the Master Servicer, the SecuritiesAdministrator or the Trustee (in its capacity as successor master servicer, ifapplicable), as applicable, pursuant to Section 3.02(e) to be “participating inthe servicing function” within the meaning of Item 1122 of Regulation AB (ineach case, a “Servicing Function Participant”), to deliver, each at its ownexpense, to the Depositor and the Securities Administrator, a report on anassessment of compliance with the Servicing Criteria applicable to it thatcontains (A) a statement by such party of its responsibility for assessingcompliance with the Servicing Criteria applicable to it, (B) a statement thatsuch party used the Servicing Criteria to assess compliance with the applicableServicing Criteria, (C) such party’s assessment of compliance with theapplicable Servicing Criteria as of and for the period ending the end of thefiscal year covered by the Form 10-K required to be filed pursuant to Section8.12, including, if there has been any material instance of noncompliance withthe applicable Servicing Criteria, a discussion of each such failure and thenature and status thereof, and (D) a statement that a registered publicaccounting firm has issued an attestation report on such Person’s assessment ofcompliance with the applicable Servicing Criteria as of and for such period.Each such assessment of compliance report shall be addressed to the Depositorand signed by an authorized officer of the applicable company, and shall addresseach of the applicable Servicing Criteria set forth on Exhibit T hereto, or asset forth in the notification furnished to the Depositor and the SecuritiesAdministrator pursuant to Section 3.23(c). The Servicers, the SecuritiesAdministrator, the Master Servicer, the Trustee (in its capacity as successormaster servicer, if applicable) and the Custodian hereby acknowledge and agreethat their respective assessments of compliance will cover the items identifiedon Exhibit T hereto as being covered by such party. The parties to thisAgreement acknowledge that where a particular Servicing Criteria has multiplecomponents, each party’s assessment of compliance (and related attestation ofcompliance) will relate only to those components that are applicable to suchparty. Promptly after receipt of each such report on assessment of compliance,(i) the Depositor shall review each such report and, if applicable, consult withthe applicable Servicer, the Securities Administrator, the Master Servicer, theTrustee (in its capacity as successor master servicer, if applicable) or theCustodian as to the nature of any material instance of noncompliance with theServicing Criteria applicable to it (and each Subservicer or Servicing FunctionParticipant engaged or utilized by the related Servicer, such Subservicer or theTrustee (in its capacity as successor master servicer, if applicable), asapplicable), as the case may be. No Subcontractor engaged by a Servicer, theSecurities Administrator or the Master Servicer shall be required to deliver anysuch assessments required by this paragraph in any given year so long as it hasreceived written confirmation from the Depositor that a Form 10-K is notrequired to be filed in respect of the Trust for the preceding calendar year. (b) Not later than March 15th of each calendar year, commencing in2007 (and with respect to each Custodian, only until a Form 15 Suspension Noticehas been filed), each Servicer, the Securities Administrator, the MasterServicer, the Trustee (in its capacity as successor master servicer, ifapplicable) and each Custodian shall cause, and each Servicer, the SecuritiesAdministrator and the Master Servicer shall cause each Subservicer engaged bysuch Servicer and such Servicer, the Securities Administrator and the MasterServicer shall cause each Servicing Function Participant utilized by theSecurities Administrator, the Master Servicer or such Servicer, as applicable(or by any Subservicer engaged by such Servicer), to cause, each at its ownexpense, a registered public accounting firm (which may also render otherservices to such party) and that is a member of the American Institute ofCertified Public Accountants to furnish a report to the Securities Administratorand the Depositor, with a copy to the Rating Agencies, to the effect that (i) ithas obtained a representation regarding certain matters from the management ofsuch Person, which includes an assertion that such Person has complied with theServicing Criteria applicable to it pursuant to Section 3.23(a) and (ii) on thebasis of an examination conducted by such firm in accordance with standards forattestation engagements issued or adopted by the PCAOB, that attests to andreports on such Person’s assessment of compliance with the Servicing Criteriaapplicable to it. In the event that an overall opinion cannot be expressed, suchregistered public accounting firm shall state in such report why it was unableto express such an opinion. Each such related accountant’s attestation reportshall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-Xunder the Securities Act and the Exchange Act. Such report must be available forgeneral use and not contain restricted use language. Promptly after receipt ofeach such accountants’ attestation report, the Depositor shall review the reportand, if applicable, consult with the applicable Servicer, the SecuritiesAdministrator, the Master Servicer, the Trustee (in its capacity as successormaster servicer, if applicable) or the Custodian as to the nature of anydefaults by the applicable Servicer, the Securities Administrator, the MasterServicer, the Trustee (in its capacity as successor master servicer, ifapplicable) or the Custodian (and each Subservicer or Servicing FunctionParticipant engaged or utilized by the applicable Servicer, the Master Servicer,Master Servicer and Trustee (in its capacity as successor master servicer, ifapplicable), as applicable, or by any Subservicer engaged by a Servicer), as thecase may be, in the fulfillment of any of such Servicers’, the SecuritiesAdministrator’s, the Master Servicer’s, the Trustee’s (in its capacity assuccessor master servicer, if applicable), the Custodian’s or the applicableSubservicer’s or Servicing Function Participant’s obligations hereunder or underany applicable sub-servicing agreement. No Subcontractor engaged by a Servicershall be required to deliver any such attestation required by this paragraph inany given year so long as it has received written confirmation from theDepositor that a Form 10-K is not required to be filed in respect of the Trustfor the preceding calendar year. (c) Unless previously provided under Section 3.02(e), no later thanMarch 1 of each fiscal year, commencing in 2007, each Servicer shall notify theSecurities Administrator, the Master Servicer and the Depositor as to the nameof each Subservicer engaged by it and each Servicing Function Participantutilized by it and by each Subservicer engaged by it, and the SecuritiesAdministrator and the Master Servicer shall notify the Depositor as to the nameof each Servicing Function Participant utilized by it, and each such notice willspecify what specific Servicing Criteria will be addressed in the report onassessment of compliance prepared by such Servicing Function Participant in eachcase, to the extent of any change from the prior year’s notice, if any. When aServicer, the Securities Administrator or the Master Servicer submits itsassessment pursuant to Section 3.23(a), such Servicer, the SecuritiesAdministrator and the Master Servicer, as applicable, will also at such timeinclude the assessment (and related attestation pursuant to Section 3.23(b)) ofeach Servicing Function Participant utilized by it and by each Subservicerengaged by it. Section 3.24 Master Servicer to Act as Servicer. (a) In the eventthat a Servicer shall for any reason no longer be a Servicer hereunder(including by reason of an Event of Default), the Master Servicer or itssuccessor, subject to the rights of the Servicing Rights Pledgee (if any) underSections 6.06 and 7.02, shall thereupon assume all of the rights and obligationsof such Servicer hereunder arising thereafter (except that the Master Servicershall not be (i) liable for losses of the predecessor Servicer pursuant toSection 3.10 or any acts or omissions of the predecessor Servicer hereunder,(ii) obligated to make Advances if it is prohibited from doing so by applicablelaw, (iii) obligated to effectuate repurchases or substitutions of MortgageLoans hereunder, including but not limited to repurchases or substitutionspursuant to Section 2.03, (iv) responsible for expenses of such Servicerpursuant to Section 2.03 or (v) deemed to have made any representations andwarranties of such Servicer hereunder). Any such assumption shall be subject toSections 6.06 and 7.02. (b) Every Subservicing Agreement entered into by each Servicer shallcontain a provision giving the successor Servicer the option to terminate suchagreement in the event a successor Servicer is appointed. (c) If the applicable Servicer shall for any reason no longer be aServicer (including by reason of any Event of Default), the Master Servicer (orany other successor Servicer) may, at its option, succeed to any rights andobligations of such Servicer under any Subservicing Agreement in accordance withthe terms thereof; provided, that the Master Servicer (or any other successorServicer) shall not incur any liability or have any obligations in its capacityas successor Servicer under a Subservicing Agreement arising prior to the dateof such succession unless it expressly elects to succeed to the rights andobligations of the applicable Servicer thereunder; and such Servicer shall notthereby be relieved of any liability or obligations under the SubservicingAgreement arising prior to the date of such succession. (d) The applicable Servicer shall, upon request of the MasterServicer, but at the expense of such Servicer, deliver to the assuming party alldocuments and records relating to each Subservicing Agreement (if any) and theMortgage Loans then being serviced thereunder and an accounting of amountscollected and held by it and otherwise use its best efforts to effect theorderly and efficient transfer of the Subservicing Agreement to the assumingparty. Section 3.25 Compensating Interest. The applicable Servicer shallremit to the Securities Administrator on each Remittance Date an amount from itsown funds equal to Compensating Interest payable by such Servicer for suchRemittance Date. Section 3.26 Credit Reporting; Gramm-Leach-Bliley Act. (a) Withrespect to each Mortgage Loan, the applicable Servicer shall fully furnish, inaccordance with the Fair Credit Reporting Act and its implementing regulations,accurate and complete information (e.g., favorable and unfavorable) on therelated Mortgagor credit files to Equifax, Experian and TransUnion CreditInformation Company (three of the national credit repositories), on a monthlybasis. (b) Each Servicer shall comply with all provisions of the PrivacyLaws relating to the Mortgage Loans, the related borrowers and any “nonpublicpersonal information” (as defined in the Privacy Laws) received by such Servicerincidental to the performance of its obligations under this Agreement,including, maintaining adequate information security procedures to protect suchnonpublic personal information and providing all privacy notices required by thePrivacy Laws. Section 3.27 Excess Reserve Fund Account; Distribution Account. (a)The Securities Administrator shall establish and maintain the Excess ReserveFund Account, on behalf of the Class X Certificateholders, to receive thatportion of the distributions on the Class X Interest up to an amount equal toany Basis Risk Payments and to pay to the LIBOR Certificateholders any BasisRisk Carry Forward Amounts (prior to using any Net Swap Receipts). For theavoidance of doubt, any Basis Risk Carry Forward Amounts shall be paid to theLIBOR Certificates first from the Excess Reserve Fund Account and then from theSupplemental Interest Trust. On each Distribution Date on which there exists a Basis Risk CarryForward Amount on any Class of LIBOR Certificates, the Securities Administratorshall (1) withdraw from the Distribution Account and deposit in the ExcessReserve Fund Account, as set forth in Section 4.02(a)(iii)(L), the lesser of theClass X Distributable Amount (to the extent remaining after the distributionsspecified in Sections 4.02(a)(iii)(A)-(K) and without regard to the reduction inclause (iii) of the definition thereof for any Basis Risk Carry Forward Amountsor any Defaulted Swap Termination Payment) and the aggregate Basis Risk CarryForward Amount and (2) withdraw from the Excess Reserve Fund Account amountsnecessary to pay to such Class or Classes of LIBOR Certificates the applicableBasis Risk Carry Forward Amounts. Such payments, along with payments from theSupplemental Interest Trust, shall be allocated to those Classes based upon theamount of Basis Risk Carry Forward Amount owed to each such Class and shall bepaid in the priority set forth in Section 4.02(a)(iii)(M). In the event that theClass Certificate Balance of any Class of Certificates is reduced because ofApplied Realized Loss Amounts, the applicable Certificateholders will not beentitled to receive Basis Risk Carry Forward Amounts on the written down amountson such Distribution Date or any future Distribution Dates (except to the extentsuch Class Certificate Balance is increased as a result of any SubsequentRecoveries), even if funds are otherwise available for distribution. The Securities Administrator shall account for the Excess ReserveFund Account as an asset of a grantor trust under subpart E, Part I ofsubchapter J of the Code and not as an asset of any Trust REMIC created pursuantto this Agreement. The beneficial owners of the Excess Reserve Fund Account arethe Class X Certificateholders. Any Basis Risk Carry Forward Amounts distributed by the SecuritiesAdministrator to the LIBOR Certificateholders from the Excess Reserve FundAccount shall be accounted for by the Securities Administrator, for federalincome tax purposes, as amounts paid first to the Holders of the Class XCertificates (in respect of the Class X Interest) and then to the respectiveClass or Classes of LIBOR Certificates. In addition, the SecuritiesAdministrator shall account for the rights of Holders of each Class of LIBORCertificates to receive payments of Basis Risk Carry Forward Amounts from theExcess Reserve Fund Account (along with payments of Basis Risk Carry ForwardAmounts and without duplication, Upper-Tier Carry Forward Amounts from theSupplemental Interest Trust) as rights in a separate limited recourse interestrate cap contract written by the Class X Certificateholders in favor of Holdersof each such Class. Notwithstanding any provision contained in this Agreement, theSecurities Administrator shall not be required to make any payments from theExcess Reserve Fund Account except as expressly set forth in this Section3.27(a). (b) The Securities Administrator shall establish and maintain theDistribution Account on behalf of the Certificateholders. The SecuritiesAdministrator shall, promptly upon receipt on the Business Day received, depositin the Distribution Account and retain therein the following: (i) the aggregate amount remitted by such Servicer to the Securities Administrator pursuant to Section 3.11; (ii) any amount deposited by such Servicer pursuant to Section 3.12(b) in connection with any losses on Permitted Investments; (iii) any amounts remitted by such Servicer to the Securities Administrator 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 applicable Servicer shall remit any amount notrequired to be remitted, such Servicer may at any time direct the SecuritiesAdministrator in writing to withdraw such amount from the Distribution Account,any provision herein to the contrary notwithstanding. Such direction may beaccomplished by delivering notice to the Securities Administrator, whichdescribes the amounts deposited in error in the Distribution Account. All fundsdeposited in the Distribution Account shall be held by the SecuritiesAdministrator in trust for the Certificateholders until disbursed in accordancewith this Agreement or withdrawn in accordance with Section 4.02. (c) In order to comply with its duties under the USA Patriot Act of2001, the Securities Administrator shall obtain and verify certain informationand documentation from the other parties to this Agreement including, but notlimited to, each such party’s name, address, and other identifying information. To help fight the funding of terrorism and money launderingactivities, Deutsche Bank will obtain, verify, and record information thatidentifies individuals or entities that establish a relationship or open anaccount with it. Deutsche Bank will ask for the name, address, taxidentification number and other information that will allow Deutsche Bank toidentify the individual or entity who is establishing the relationship oropening the account. Deutsche Bank may also ask for formation documents such asarticles of incorporation, an offering memorandum, or other identifyingdocuments to be provided. Section 3.28 Optional Purchase of Delinquent Mortgage Loans. TheDepositor, in its sole discretion, shall have the option, but shall not beobligated, to purchase any 90+ Delinquent Mortgage Loans from the Trust Fund.During the first ten (10) days after a Mortgage Loan becomes a 90+ DelinquentMortgage Loan, the Depositor shall have the exclusive option to purchase such90+ Delinquent Mortgage Loan. The purchase price for any such Mortgage Loanshall be 100% of the unpaid principal balance of such Mortgage Loan plus accruedand unpaid interest on the related Mortgage Loan at the applicable MortgageInterest Rate, plus the amount of any unreimbursed Servicing Advances made bysuch Servicer. Upon receipt of such purchase price, the applicable Servicershall provide to the applicable Custodian a Request for Release and theapplicable Custodian shall promptly release to the Depositor or such Servicer,as applicable, the Mortgage File relating to the Mortgage Loan beingrepurchased. Section 3.29 Transfer of Servicing for Certain Mortgage Loans Priorto the Servicing Transfer Date, the Depositor shall cause the applicableOriginal Loan Seller to comply with each of the servicing transfer requirementsin accordance with customary industry procedures. ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER Section 4.01 Advances. (a) The amount of P&I Advances to be made byeach 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 interestportion thereof net of the related Servicing Fee) due during the Due Periodimmediately preceding such Remittance Date in respect of the related MortgageLoans, which Scheduled Payments were not received as of the close of business onthe related Determination Date, (ii) with respect to Second Lien Mortgage Loansfor which Scheduled Payments were not received as of the close of business onthe related Determination Date, the interest portion of the aggregate amount ofScheduled Payments (net of the related Servicing Fee), due during the Due Periodimmediately preceding such Remittance Date, (iii) with respect to each REOProperty, which REO Property was acquired during or prior to the relatedPrepayment Period and as to which such REO Property an REO Disposition did notoccur during the related Prepayment Period, an amount equal to the REO ImputedInterest that would have been due on the related Due Date in respect of therelated Mortgage Loans and (iv) with respect to each Mortgage Loan that requireda balloon payment on its final Due Date, a payment equal to the assumed monthlypayment that would have been due on the related Due Date based upon the originalprincipal amortization schedule for such balloon mortgage loan. (b) On each Remittance Date, each Servicer shall remit inimmediately available funds to the Securities Administrator for deposit in theDistribution Account an amount equal to the aggregate amount of P&I Advances, ifany, to be made in respect of the Mortgage Loans and REO Properties for therelated Remittance Date either (i) from its own funds or (ii) from theCollection Account, to the Amounts Held for Future Distribution (in which case,such Servicer will cause to be made an appropriate entry in the records of theCollection Account that Amounts Held for Future Distribution have been, aspermitted by this Section 4.01, used by such Servicer in discharge of any suchP&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregatingthe total amount of P&I Advances to be made by such Servicer with respect to theMortgage Loans and REO Properties. Any Amounts Held for Future Distribution andso used shall be appropriately reflected in such Servicer’s records and replacedby such Servicer by deposit in the Collection Account on or before any futureRemittance Date to the extent required. In addition, such Servicer shall havethe right to reimburse itself for any outstanding P&I Advance and ServicingAdvance made by it from its own funds from Amounts Held For Future Distribution.Any funds so applied and transferred pursuant to the previous sentence shall bereplaced by such Servicer by deposit in the Collection Account no later than theclose of business on the related Remittance Date on which such funds arerequired to be distributed pursuant to this Agreement. The applicable Servicermay reimburse itself from the Collection Account for unreimbursed P&I Advancesand Servicing Advances made in connection with the modification of a MortgageLoan. (c) The obligation of each Servicer to make such P&I Advances ismandatory, notwithstanding any other provision of this Agreement but subject toparagraph (d) below, and, with respect to any Mortgage Loan or REO Property,shall continue until a Final Recovery Determination in connection therewith orthe removal thereof from coverage under this Agreement, except as otherwiseprovided in this Section 4.01. (d) Notwithstanding anything herein to the contrary, no P&I Advanceor Servicing Advance shall be required to be made hereunder by the Servicer ifsuch P&I Advance or Servicing Advance would, if made, constitute aNonrecoverable P&I Advance or Nonrecoverable Servicing Advance. Thedetermination by any Servicer that it has made a Nonrecoverable P&I Advance or aNonrecoverable Servicing Advance or that any proposed P&I Advance or ServicingAdvance, if made, would constitute a Nonrecoverable P&I Advance or aNonrecoverable Servicing Advance, respectively, shall be evidenced by anOfficer’s Certificate of such Servicer delivered to the Master Servicer. Inaddition, the applicable Servicer shall not be required to make any P&I Advanceson Mortgage Loans subject to bankruptcy proceedings or for any Relief ActInterest Shortfalls. (e) Except as otherwise provided herein, each Servicer shall beentitled to reimbursement pursuant to Section 3.11 for Servicing Advances fromrecoveries from the related Mortgagor or from all Liquidation Proceeds and otherpayments or recoveries (including Insurance Proceeds and Condemnation Proceeds)with respect to the related Mortgage Loan. (f) On each Remittance Date, the Master Servicer shall deposit inthe Distribution Account all funds remitted to it by the Servicer pursuant toSections 3.11(a)(i) and 3.25 and this Section 4.01. The Securities Administratormay retain or withdraw from the Distribution Account, (i) the Master ServicingFee, (ii) amounts necessary to reimburse the Master Servicer or the Servicer forany previously unreimbursed Advances and any Advances the Master Servicer deemsto be nonrecoverable from the related Mortgage Loan proceeds, (iii) an amount toindemnify the Master Servicer or the Servicer for amounts due in accordance withthis Agreement, and (iv) any other amounts that each of the Master Servicer andthe Securities Administrator is entitled to receive hereunder for reimbursement,indemnification or otherwise Section 4.02 Priorities of Distribution. (a) On each DistributionDate, the Securities Administrator shall allocate from amounts then on depositin the Distribution Account in the following order of priority and to the extentof the Available Funds remaining and, on such Distribution Date, shall makedistributions on the Certificates in accordance with such allocation: (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 M-7 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (J) from any remaining Interest Remittance Amounts, to the Class M-8 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (K) from any remaining Interest Remittance Amounts, to the Class M-9 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; (L) from any remaining Interest Remittance Amounts, to the Class B-1 Certificates, the Accrued Certificate Interest Distribution Amount for such Class; and (M) from any remaining Interest Remittance Amounts, to the Class B-2 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, Class RC and Class RX 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 M-7, Class M-8, Class M-9, Class B-1 and Class B-2 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 M-7 Principal Distribution Amount, to the Class M-7 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 M-7 Certificates in clause (ii)(B)(h) above, and (y) the Class M-8 Principal Distribution Amount, to the Class M-8 Certificates until their Class Certificate Balance has been reduced to zero; (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 M-7 Certificates in clause (ii)(B)(h) above and to the Class M-8 Certificates in clause (ii)(B)(i) above, and (y) the Class M-9 Principal Distribution Amount, to the Class M-9 Certificates until their Class Certificate Balance has been reduced to zero; (k) 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, to the Class M-6 Certificates in clause (ii)(B)(g) above, to the Class M-7 Certificates in clause (ii)(B)(h) above, to the Class M-8 Certificates in clause (ii)(B)(i) above and to the Class M-9 Certificates in clause (ii)(B)(j) 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; (l) 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, to the Class M-6 Certificates in clause (ii)(B)(g) above, to the Class M-7 Certificates in clause (ii)(B)(h) above, to the Class M-8 Certificates in clause (ii)(B)(i) above, to the Class M-9 Certificates in clause (ii)(B)(j) above, to the Class B-1 Certificates in clause (ii)(B)(k) 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; (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 M-7 Certificates, any Unpaid Interest Amount for such Class; (H) to the Class M-8 Certificates, any Unpaid Interest Amount for such Class; (I) to the Class M-9 Certificates, any Unpaid Interest Amount for such Class; (J) to the Class B-1 Certificates, any Unpaid Interest Amount for such Class; (K) to the Class B-2 Certificates, any Unpaid Interest Amount for such Class; (L) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment (without regard to Net Swap Receipts) for such Distribution Date; (M) 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; (N) to the Supplemental Interest Trust, the amount of any Defaulted Swap Termination Payment; (O) if a 40-Year Trigger Event is in effect, any remaining amounts, first, to the Class A Certificates, allocated to those Classes pursuant to Section 4.02(a)(iii)(c) below, and then sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class B-2 Certificates, the lesser of (x) any remaining amounts and (y) the amount necessary to increase the actual Overcollateralized Amount for such Distribution Date so that a 40-Year Trigger Event is no longer in effect, in each case, until their respective Class Certificate Balances have been reduced to zero; (P) to the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 4.02(a)(iii)(A)-(O); (Q) to the Class RC Certificates, any remaining amount, in respect of Pooling-Tier REMIC-1; (R) to the Class R Certificates, any remaining amount, in respect of Pooling-Tier REMIC-2, the Lower-Tier REMIC and the Upper-Tier REMIC; and (S) to the Class RX Certificates, any remaining amount, in respect of the Class X REMIC. Notwithstanding the foregoing, if the Stepdown Date is the date onwhich the Class Certificate Balance of the Class A Certificates is reduced tozero, any Principal Distribution Amount remaining after principal distributionsto the Class A Certificates pursuant to clause (ii)(A) above will be included aspart of the distributions pursuant to clause (ii)(B) above. (b) On each Distribution Date, all amounts representing PrepaymentPremiums from the Mortgage Loans received during the related Prepayment Periodshall be distributed by the Securities Administrator to the holders of the ClassP Certificates. (c) All principal distributions allocated to the Class ACertificates on any Distribution Date shall be allocated among the Class A-1Certificate Group and the Class A-2 Certificate Group based on the Class APrincipal Allocation Percentage for the Class A-1 Certificate Group and theClass A-2 Certificate Group, as applicable. However, if the Class CertificateBalances of the Class A Certificates in any Class A Certificate Group is reducedto zero, then the remaining amount of principal distributions distributable tothe Class A Certificates in that Class A Certificate Group on that DistributionDate, and the amount of principal distributions distributable on all subsequentDistribution Dates, shall be distributed to the Class A Certificates of theother Class A Certificate Group remaining Outstanding, in accordance with theprincipal distribution allocations set forth in this Section 4.02(c), untiltheir respective Class Certificate Balances have been reduced to zero. Anydistributions of principal to the Class A-1 Certificate Group shall be madefirst from Available Funds relating to the Group I Mortgage Loans. Anydistributions of principal to the Class A-2 Certificate Group shall be madefirst from Available Funds relating to the Group II Mortgage Loans. Any principal distributions allocated to the Class A-2 CertificateGroup are required to be distributed sequentially to the Class A-2ACertificates, until their Class Certificate Balance has been reduced to zero,then to the Class A-2B Certificates, until their Class Certificate Balance hasbeen reduced to zero, then to the Class A-2C Certificates, until their ClassCertificate Balance has been reduced to zero and then to the Class A-2DCertificates, until their Class Certificate Balance has been reduced to zero. Notwithstanding the allocation of principal to the Class ACertificates described in the preceding paragraphs, from and after theDistribution Date on which the aggregate Class Certificate Balances of theSubordinated Certificates and the principal balance of the Class X Certificateshave been reduced to zero, any principal distributions allocated to the Class ACertificates 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 Shortfalls and NetPrepayment Interest Shortfalls for such Distribution Date shall be allocated bythe Securities Administrator as a reduction in the following order: (1) First, to the portion of the Class X Distributable Amount allocable to interest; and (2) Second, 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. Section 4.03 Monthly Statements to Certificateholders. (a) Not laterthan each Distribution Date, the Securities Administrator shall make availableto each Certificateholder, the Master Servicer, the Servicers, the Depositor,the Trustee and each Rating Agency a statement setting forth with respect to therelated distribution: (i) the actual Distribution Date, the related Record Date, the Interest Accrual Period(s) for each Class for such Distribution Date and the LIBOR Determination Date for such Interest Accrual Period; (ii) the amount of Available Funds; (iii) the amount of Available Funds allocable to principal, the Principal Remittance Amount (separately identifying the components thereof) and the Principal Distribution Amount (separately identifying the components thereof); (iv) the amount of Available Funds allocable to interest and each Interest Remittance Amount; (v) the amount of any Unpaid Interest Amount for each Class included in such distribution and any remaining Unpaid Interest Amounts after giving effect to such distribution, any Basis Risk Carry Forward Amount for each Class and the amount of such Basis Risk Carry Forward Amount covered by withdrawals from the Excess Reserve Fund Account on such Distribution Date; (vi) 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 of the shortfall as between principal and interest, including any Basis Risk Carry Forward Amount not covered by amounts in the Excess Reserve Fund Account; (vii) the Class Certificate Balance of each Class of Certificates before and after giving effect to the distribution of principal on such Distribution Date; (viii) the Pool Stated Principal Balance for the related Distribution Date; (ix) the amount of Expense Fees paid to or retained by the Servicers, the Securities Administrator and the Master Servicer (stated separately and in the aggregate) with respect to such Distribution Date; (x) the Pass-Through Rate for each such Class of Certificates with respect to such Distribution Date; (xi) the amount of Advances included in the distribution on such Distribution Date reported by the Servicers (and the Master Servicer as successor servicer and any other successor servicer, if applicable) as of the close of business on the Determination Date immediately preceding such Distribution Date; (xii) 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 90+ 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 day of the related Due Period; (xiii) 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; (xiv) with respect to any Mortgage Loans that became REO Properties during the preceding calendar month, the aggregate number of such Mortgage Loans and the aggregate outstanding principal balance of such Mortgage Loans as of the close of business on the last day of the related Due Period; (xv) the total number and outstanding principal balance of any REO Properties (and market value, if available) as of the close of business on the last Business Day of the related Due Period; (xvi) whether a Trigger Event has occurred and is continuing (including the calculation demonstrating the existence of the Trigger Event and the aggregate outstanding principal balance of all 60+ Day Delinquent Mortgage Loans); (xvii) the amount on deposit in the Excess Reserve Fund Account (after giving effect to distributions on such Distribution Date); (xviii) 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; (xix) the amount of any Net Monthly Excess Cash Flow on such Distribution Date and the allocation of it to the Certificateholders with respect to Unpaid Interest Amounts, Applied Realized Loss Amounts and Basis Risk Carry Forward Amounts; (xx) the amount of any Net Swap Payments, Net Swap Receipts, Swap Termination Payments or Defaulted Swap Termination Payments; (xxi) the LIBOR and Swap LIBOR rates (and the calculation thereof, if applicable); (xxii) the Overcollateralized Amount and Specified Overcollateralized Amount; (xxiii) Prepayment Charges collected or paid (pursuant to Section 3.07(a) by the Servicers; (xxiv) the Cumulative Loss Percentage and the aggregate amount of Realized Losses used to calculate the Cumulative Loss Percentage; (xxv) the amount distributed on the Class X Certificates; (xxvi) the amount of any Subsequent Recoveries for such Distribution Date; and (xxvii) the number of Mortgage Loans at the beginning and end of the applicable reporting period, the pool factor (being the Stated Principal Balance of the Mortgage Loans for the related Distribution Date divided by the Cut-off Date Principal Balance), and the weighted average interest rate, and weighted average remaining term. In addition, each Form 10-D prepared and filed by the SecuritiesAdministrator pursuant to Section 8.12 shall include the following informationwith respect to the related distribution: (i) material breaches of Mortgage Loan representations and warranties of which the Securities Administrator has actual knowledge or has received written notice; and (ii) material breaches of any covenants under this Agreement of which the Securities Administrator has actual knowledge or has received written notice;provided, that, if the Securities Administrator receives written notice ofevents described in (i) and/or (ii) above from the Servicers, the Servicersshall be responsible for providing information to the Securities Administratorfor inclusion in the applicable Form 10-D. (b) The Securities Administrator’s responsibility for providing theabove statement to the Certificateholders, each Rating Agency, the MasterServicer, the Servicers and the Depositor is limited, if applicable, to theavailability, timeliness and accuracy of the information derived from the MasterServicer and the Servicers. The Securities Administrator shall make availablethe above statement via the Securities Administrator’s internet website. TheSecurities Administrator’s website will initially be located athttp://www.ctslink.com and assistance in using the website can be obtained bycalling the Securities Administrator’s customer service desk at (301) 815-6600.A paper copy of the above statement will also be made available upon request. The Securities Administrator shall make available to each AnalyticsCompany, either electronically or via the Securities Administrator’s internetwebsite, each statement to Certificateholders prepared pursuant to this Section4.03(a). The Securities Administrator and the applicable Servicer shallcooperate in good faith with the Depositor to reconcile any discrepancies insuch statements, and the Securities Administrator shall make available via itsInternet website any corrections to such statements to each Analytics Company assoon as reasonably practicable after the related Distribution Date. (c) Upon request, within a reasonable period of time after the endof each calendar year, the Securities Administrator shall cause to be furnishedto 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 portionthereof during which such Person was a Certificateholder. Such obligation of theSecurities Administrator shall be deemed to have been satisfied to the extentthat substantially comparable information shall be provided by the SecuritiesAdministrator pursuant to any requirements of the Code as from time to time ineffect. (d) Not later than the Determination Date for each DistributionDate, the applicable Servicer shall furnish to the Depositor with respect toclause (i) below and the Securities Administrator with respect to clause (ii)below, a monthly remittance advice statement (the “Servicer Remittance Report”)substantially similiar to the format set forth in Exhibit CC hereto, a monthlydefaulted loan report substantially similiar to the format set forth in ExhibitDD hereto and a realized loss report substantially similiar to the format setforth in Exhibit EE hereto (or in such other format mutually agreed to among theDepositor, the Servicers, and the Master Servicer) relating to the period endingon the last day of the preceding calendar month containing such information asshall be reasonably requested (i) by the Depositor to enable the Depositor todisclose “static pool information”, as required by Item 1105 of Regulation AB,with respect to the Mortgage Loans, and (ii) by the Securities Administrator toenable the Securities Administrator to provide the reports required by Section4.03(a) as to the accompanying remittance and the period ending on the close ofbusiness on the last day of the related Prepayment Period. The applicableServicer shall concurrently deliver to the Depositor a data tape, in form andsubstance reasonably satisfactory to the Depositor, containing the informationrequired pursuant to this Section 4.03(d) on a loan-by-loan basis for all of theMortgage Loans. The Depositor will use the information required pursuant to thisSection 4.03(d) in compliance with applicable law. Each Servicer shall furnish to the Securities Administrator anindividual loan accounting report, as of the last Business Day of each month, todocument 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 Securities Administrator nolater than the Reporting Date, which report shall, at a minimum, contain thefollowing: (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 such 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 such Servicer during the prior distribution period pursuant to Section 3.11; (vi) the number and aggregate outstanding principal balances of Mortgage Loans (a) delinquent 31 to 60 days, 61 to 90 days and 90+ days; (b) as to which foreclosure or bankruptcy proceedings of the related mortgagor have 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 Securities Administrator to enable it to prepare the Monthly Statement referred to in Section 4.03(a). (e) For all purposes of this Agreement, with respect to any MortgageLoan, delinquencies shall be determined and reported based on the so-called”OTS” methodology for determining delinquencies on mortgage loans similar to theMortgage Loans. By way of example, a Mortgage Loan would be delinquent withrespect to a Scheduled Payment due on a Due Date if such Scheduled Payment isnot made by the close of business on the Mortgage Loan’s next succeeding DueDate, and a Mortgage Loan would be more than 30-days Delinquent with respect tosuch Scheduled Payment if such Scheduled Payment were not made by the close ofbusiness on the Mortgage Loan’s second succeeding Due Date. Each Servicer herebyrepresents and warrants that, as of the Closing Date, such Servicer does nothave a safety and soundness regulator that requires such Servicer to conform toany delinquency recognition policy. Section 4.04 Certain Matters Relating to the Determination of LIBOR.LIBOR shall be calculated by the Securities Administrator in accordance with thedefinition of “LIBOR.” Until all of the LIBOR Certificates are paid in full, theSecurities Administrator shall at all times retain at least four Reference Banksfor the purpose of determining LIBOR with respect to each LIBOR DeterminationDate. The Securities Administrator initially shall designate the Reference Banks(after consultation with the Depositor). Each “Reference Bank” shall be aleading bank engaged in transactions in Eurodollar deposits in the internationalEurocurrency market, shall not control, be controlled by, or be under commoncontrol with, the Securities Administrator and shall have an established placeof business in London. If any such Reference Bank should be unwilling or unableto act as such or if the Securities Administrator should terminate itsappointment as Reference Bank, the Securities Administrator shall promptlyappoint or cause to be appointed another Reference Bank (after consultation withthe Depositor). The Securities Administrator shall have no liability orresponsibility to any Person for (i) the selection of any Reference Bank forpurposes of determining LIBOR or (ii) any inability to retain at least fourReference Banks which is caused by circumstances beyond its reasonable control. The Pass-Through Rate for each Class of LIBOR Certificates for eachInterest Accrual Period shall be determined by the Securities Administrator oneach LIBOR Determination Date so long as the LIBOR Certificates are Outstandingon the basis of LIBOR and the respective formulae appearing in footnotescorresponding to the LIBOR Certificates in the table relating to theCertificates in the Preliminary Statement. The Securities Administrator shallnot have any liability or responsibility to any Person for its inability,following a good-faith reasonable effort, to obtain quotations from theReference Banks or to determine the arithmetic mean referred to in thedefinition of LIBOR, all as provided for in this Section 4.04 and the definitionof LIBOR. The establishment of LIBOR and each Pass-Through Rate for the LIBORCertificates by the Securities Administrator shall (in the absence of manifesterror) be final, conclusive and binding upon each Holder of a Certificate, theTrustee and the Securities Administrator. Section 4.05 Allocation of Applied Realized Loss Amounts. AnyApplied Realized Loss Amounts shall be allocated by the Securities Administratorto the most junior Class of Subordinated Certificates then Outstanding inreduction of the Class Certificate Balance thereof. In the event AppliedRealized Loss Amounts are allocated to any Class of LIBOR Certificates, theirClass Certificate Balances shall be reduced by the amount so allocated, and nofunds will be distributable with respect to the written down amounts (includingwithout limitation Basis Risk Carry Forward Amounts) or with respect to intereston the written down amounts on that Distribution Date or any future DistributionDates, even if funds are otherwise available for distribution. Notwithstandingthe foregoing, the Class Certificate Balance of each Class of SubordinatedCertificates that has been previously reduced by Applied Realized Loss Amountswill be increased, in order of seniority, by the amount of the SubsequentRecoveries (but not in excess of the Applied Realized Loss Amount allocated tothe applicable Class of Subordinated Certificates). Section 4.06 Supplemental Interest Trust. On the Closing Date, theSecurities Administrator shall establish and maintain in its name, a separatenon-interest bearing trust account for the benefit of the holders of the LIBORCertificates (the “Supplemental Interest Trust”) as a part of the Trust Fund.The Supplemental Interest Trust shall be an Eligible Account, and funds ondeposit therein shall be held separate and apart from, and shall not becommingled with, any other moneys, including, without limitation, other moneysof the Securities Administrator held pursuant to this Agreement. On any Distribution Date, Swap Termination Payments, Net SwapPayments owed to the Swap Provider and Net Swap Receipts for that DistributionDate will be deposited into the Supplemental Interest Trust. Funds in theSupplemental Interest Trust will be distributed in the following order ofpriority: (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 (including for this purpose Upper-Tier Carry-Forward Amounts not included in Basis Risk Carry Forward 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 restore the Overcollateralized Amount to the Specified Overcollateralized Amount as a result of current or previous Realized Losses not previously reimbursed, 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 theSupplemental Interest Trust shall be distributed pursuant to the priorities setforth in this Section 4.06. The Securities Administrator shall account for the SupplementalInterest Trust as an asset of a grantor trust under subpart E, Part I ofsubchapter J of the Code and not as an asset of any Trust REMIC created pursuantto this Agreement. The beneficial owners of the Supplemental Interest Trust arethe Class X Certificateholders. For federal income tax purposes, Net SwapPayments and Swap Termination Payments payable to the Swap Provider shall bedeemed to be paid to the Supplemental Interest Trust first, from the Class XREMIC, by the Holder of the Class X Certificates (in respect of the Class IOInterest and, if applicable, Class X Interest) and second, other than anyDefaulted Swap Termination Payment, from the Upper-Tier REMIC by the Holders ofthe applicable Class or Classes of LIBOR Certificates (in respect of Class IOShortfalls) 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 Securities Administrator tothe LIBOR Certificateholders shall be accounted for by the SecuritiesAdministrator, for federal income tax purposes, as amounts paid first to theHolders of the Class X Certificates in respect of the Class X Interest and (tothe extent remaining after payments to the Swap Provider) the Class IO Interestand then to the respective Class or Classes of LIBOR Certificates. In addition,the Securities Administrator shall account for the rights of Holders of eachClass of LIBOR Certificates to receive payments of Basis Risk Carry ForwardAmounts and, without duplication, Upper-Tier Carry Forward Amounts from theSupplemental Interest Trust (along with Basis Risk Carry Forward Amounts payablefrom the Excess Reserve Fund Account) as rights in a separate limited recourseinterest rate cap contract written by the Class X Certificateholders in favor ofHolders 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 beneficialowners 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 ofits obligations under the Interest Rate Swap Agreement, the breach by the SwapProvider of any of its representations and warranties made pursuant to theInterest Rate Swap Agreement, or the termination of the Interest Rate SwapAgreement, the Securities Administrator shall send any notices and make anydemands, on behalf of the Trust, as are required under the Interest Rate SwapAgreement. The Securities Administrator shall cause any replacement swapprovider to provide a copy of the related replacement interest rate swapagreement to the Securities Administrator and the Depositor. ARTICLE V THE CERTIFICATES Section 5.01 The Certificates. The Certificates shall besubstantially in the forms attached hereto as exhibits. The Certificates shallbe issuable in registered form, in the minimum denominations, integral multiplesin excess thereof (except that one Certificate in each Class may be issued in adifferent 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 Securities Administrator toregister the Class P and Class X Certificates in the name of the Depositor orits designee. On a date as to which the Depositor notifies the SecuritiesAdministrator, the Securities Administrator shall transfer the Class X and ClassP Certificates in the name of the NIM Trustee, or such other name or names asthe Depositor shall request, and to deliver the Class X and Class P Certificatesto the NIM Trustee, or to such other Person or Persons as the Depositor shallrequest. Subject to Section 10.02 respecting the final distribution on theCertificates, on each Distribution Date the Securities Administrator shall makedistributions to each Certificateholder of record on the preceding Record Dateeither (x) by wire transfer in immediately available funds to the account ofsuch Holder at a bank or other entity having appropriate facilities therefor asdirected by that Certificateholder by written wire instructions provided to theSecurities Administrator or (y), in the event that no wire instructions areprovided to the Securities Administrator, by check mailed by first class mail tosuch Certificateholder at the address of such Holder appearing in theCertificate Register. The Certificates shall be executed by manual or facsimile signatureon behalf of the Securities Administrator by an authorized officer. Certificatesbearing the manual or facsimile signatures of individuals who were, at the timesuch signatures were affixed, authorized to sign on behalf of the SecuritiesAdministrator shall bind the Securities Administrator, notwithstanding that suchindividuals or any of them have ceased to be so authorized prior to theauthentication and delivery of any such Certificates or did not hold suchoffices at the date of such Certificate. No Certificate shall be entitled to anybenefit under this Agreement, or be valid for any purpose, unless authenticatedby the Securities Administrator by manual signature, and such authenticationupon any Certificate shall be conclusive evidence, and the only evidence, thatsuch Certificate has been duly executed and delivered hereunder. AllCertificates shall be dated the date of their authentication. On the ClosingDate, the Securities Administrator shall authenticate the Certificates to beissued at the direction of the Depositor or any Affiliate thereof. Section 5.02 Certificate Register; Registration of Transfer andExchange of Certificates. (a) The Securities Administrator shall maintain, orcause to be maintained in accordance with the provisions of Section 5.06, aCertificate Register for the Trust Fund in which, subject to the provisions ofsubsections (b) and (c) below and to such reasonable regulations as it mayprescribe, the Securities Administrator shall provide for the registration ofCertificates and of transfers and exchanges of Certificates as herein provided.Upon surrender for registration of transfer of any Certificate, the SecuritiesAdministrator shall execute and deliver, in the name of the designatedtransferee or transferees, one or more new Certificates of the same Class andaggregate Percentage Interest. At the option of a Certificateholder, Certificates may be exchangedfor other Certificates of the same Class in authorized denominations andevidencing the same aggregate Percentage Interest upon surrender of theCertificates to be exchanged at the office or agency of the SecuritiesAdministrator. Whenever any Certificates are so surrendered for exchange, theSecurities Administrator shall execute, authenticate, and deliver theCertificates which the Certificateholder making the exchange is entitled toreceive. Every Certificate presented or surrendered for registration of transferor exchange shall be accompanied by a written instrument of transfer in formsatisfactory to the Securities Administrator duly executed by the Holder thereofor his attorney duly authorized in writing. In the event, the Depositor or anAffiliate of the Depositor transfers the Class X Certificates, or a portionthereof, to another Affiliate, it shall notify the Securities Administrator inwriting of the affiliated status of the transferee. The Securities Administratorshall have no liability regarding the lack of notice with respect thereto. No service charge to the Certificateholders shall be made for anyregistration of transfer or exchange of Certificates, but payment of a sumsufficient to cover any tax or governmental charge that may be imposed inconnection with any transfer or exchange of Certificates may be required. All Certificates surrendered for registration of transfer orexchange shall be cancelled and subsequently destroyed by the SecuritiesAdministrator in accordance with the Securities Administrator’s customaryprocedures. (b) No transfer of a Private Certificate shall be made unless suchtransfer is made pursuant to an effective registration statement under theSecurities Act and any applicable state securities laws or is exempt from theregistration requirements under said Act and such state securities laws. Exceptwith respect to (i) the transfer of the Class X, Class P or a ResidualCertificate to the Depositor or an Affiliate of the Depositor, (ii) the transferof the Class X or Class P Certificates to the NIM Issuer or the NIM Trustee,(iii) a transfer of the Class X or Class P Certificates from the NIM Issuer orthe NIM Trustee to the Depositor or an Affiliate of the Depositor or (iv) atransfer of a Residual Certificate to a Servicer, an Affiliate of a Servicer, orits designee (including, without limitation, an employee of such Servicer who isan “accredited investor” as defined in Regulation D under the Securities Act),in the event that a transfer of a Private Certificate which is a PhysicalCertificate is to be made in reliance upon an exemption from the Securities Actand such laws, in order to assure compliance with the Securities Act and suchlaws, the Certificateholder desiring to effect such transfer shall certify tothe Securities Administrator in writing the facts surrounding the transfer insubstantially the form set forth in Exhibit I (the “Transferor Certificate”) andeither (i) there shall be delivered to the Securities Administrator a letter insubstantially 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 XCertificates, there shall be delivered to the Securities Administrator at theexpense of the transferor an Opinion of Counsel that such transfer may be madewithout registration under the Securities Act. In the event that a transfer of aPrivate Certificate which is a Book-Entry Certificate is to be made in relianceupon an exemption from the Securities Act and such laws, in order to assurecompliance with the Securities Act and such laws, the Certificateholder desiringto effect such transfer will be deemed to have made as of the transfer date eachof the certifications set forth in the Transferor Certificate in respect of suchCertificate and the transferee will be deemed to have made as of the transferdate each of the certifications set forth in the Rule 144A Letter in respect ofsuch Certificate, in each case as if such Certificate were evidenced by aPhysical Certificate. A transferee of any Private Certificates who is not a”qualified institutional buyer” as that term is defined in Rule 144A of theSecurities Act must take delivery of such Private Certificates in definitiveform. The Depositor shall provide to any Holder of a Private Certificate and anyprospective transferee designated by any such Holder, information regarding therelated Certificates and the Mortgage Loans and such other information as shallbe necessary to satisfy the condition to eligibility set forth in Rule144A(d)(4) for transfer of any such Certificate without registration thereofunder the Securities Act pursuant to the registration exemption provided by Rule144A. To the extent of any information reasonably within the possession of theapplicable party, the Securities Administrator, the Master Servicer and eachServicer shall cooperate with the Depositor in providing the Rule 144Ainformation referenced in the preceding sentence, including providing to theDepositor such information regarding the Certificates, the Mortgage Loans andother matters regarding the Trust Fund as the Depositor shall reasonably requestto meet its obligation under the preceding sentence. Each Holder of a PrivateCertificate desiring to effect such transfer shall, and does hereby agree to,indemnify the Securities Administrator, the Master Servicer, the Depositor andeach Servicer against any liability that may result if the transfer is not soexempt or is not made in accordance with such federal and state laws. Except with respect to (i) the transfer of a Residual, Class X orClass P Certificates to the Depositor or an Affiliate of the Depositor, (ii) thetransfer of the Class X or Class P Certificates to the NIM Issuer or the NIMTrustee, (iii) a transfer of the Class X or Class P Certificates from the NIMIssuer or the NIM Trustee to the Depositor or an Affiliate of the Depositor or(iv) a transfer of a Residual Certificate to the applicable Servicer, anAffiliate of such Servicer, or its designee (including, without limitation, anemployee of the applicable Servicer who is an “accredited investor” as definedin Regulation D under the Securities Act), no transfer of an ERISA-RestrictedCertificate shall be made unless the Securities Administrator shall havereceived either (i) a representation from the transferee of such Certificateacceptable to and in form and substance satisfactory to the SecuritiesAdministrator (in the event such Certificate is a Private Certificate or aResidual Certificate, such requirement is satisfied only by the SecuritiesAdministrator’s receipt of a representation letter from the transfereesubstantially in the form of Exhibit I), to the effect that such transferee isnot an employee benefit plan or arrangement subject to Section 406 of ERISA, aplan subject to Section 4975 of the Code or a plan subject to any Federal, stateor local law (“Similar Law”) materially similar to the foregoing provisions ofERISA or the Code, nor a Person acting on behalf of any such plan or arrangementnor using the assets of any such plan or arrangement (collectively, a “Plan”) toeffect such transfer, (ii) in the case of an ERISA-Restricted Certificate otherthan a Residual Certificate or a Class P Certificate that has been the subjectof an ERISA-Qualifying Underwriting and the purchaser is an insurance company, arepresentation that the purchaser is an insurance company that is purchasingsuch Certificates with funds contained in an “insurance company general account”(as such term is defined in Section V(e) of Prohibited Transaction ClassExemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of suchCertificates are covered under Sections I and III of PTCE 95-60 or (iii) in thecase of any such ERISA-Restricted Certificate other than a Residual Certificateor a Class P Certificate presented for registration in the name of a Plan, anOpinion of Counsel satisfactory to the Securities Administrator, which Opinionof Counsel shall not be an expense of the Securities Administrator, the Trustee,the Depositor, the Servicers or the Trust Fund, addressed to the SecuritiesAdministrator, to the effect that the purchase or holding of suchERISA-Restricted Certificate will not constitute or result in a non-exemptprohibited transaction within the meaning of ERISA, Section 4975 of the Code orany Similar Law and will not subject the Trustee, the Securities Administrator,the Master Servicer, the Depositor or the Servicers to any obligation inaddition to those expressly undertaken in this Agreement or to any liability.For purposes of the preceding sentence, with respect to an ERISA-RestrictedCertificate that is not a Private Certificate or a Residual Certificate, in theevent the representation letter referred to in the preceding sentence is notfurnished, such representation shall be deemed to have been made to theSecurities Administrator by the transferee’s (including an initial acquirer’s)acceptance of the ERISA-Restricted Certificates. Notwithstanding anything elseto the contrary herein, (a) any purported transfer of an ERISA RestrictedCertificate, other than a Class P Certificate or a Residual Certificate, to oron behalf of an employee benefit plan subject to ERISA, the Code or Similar Lawwithout the delivery to the Securities Administrator of an Opinion of Counselsatisfactory to the Securities Administrator as described above shall be voidand of no effect and (b) any purported transfer of a Class P Certificate orResidual Certificate to a transferee that does not make the representation inclause (i) above shall be void and of no effect. The Residual Certificates and Class P Certificates may not be soldto any employee benefit plan subject to Title I of ERISA, any plan subject toSection 4975 of the Code, or any plan subject to any Similar Law or any Personinvesting on behalf of or with plan assets of such Plan. To the extent permitted under applicable law (including, but notlimited to, ERISA), the Securities Administrator shall be under no liability toany Person for any registration of transfer of any ERISA-Restricted Certificatethat is in fact not permitted by this Section 5.02(b) or for making any paymentsdue on such Certificate to the Holder thereof or taking any other action withrespect to such Holder under the provisions of this Agreement so long as thetransfer was registered by the Securities Administrator in accordance with theforegoing requirements. As long as the Interest Rate Swap Agreement is in effect, eachbeneficial owner of a Certificate other than an ERISA Restricted Certificate, orany interest therein, shall be deemed to have represented that either (i) it isnot a Plan or (ii) the acquisition and holding of the Certificate are eligiblefor the exemptive relief available under at least one of the Investor-BasedExemptions. (c) Each Person who has or who acquires any Ownership Interest in aResidual Certificate shall be deemed by the acceptance or acquisition of suchOwnership Interest to have agreed to be bound by the following provisions, andthe rights of each Person acquiring any Ownership Interest in a ResidualCertificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee; (ii) Except in the case of a Transfer of a Residual Certificate to an employee of the applicable Servicer who is an “accredited investor” as defined in Regulation D under the Securities Act, no Ownership Interest in a Residual Certificate may be registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of any Residual Certificate unless, in addition to the certificates required to be delivered to the Securities Administrator under subparagraph (b) above, the Securities Administrator shall have been furnished with an affidavit (a “Transfer Affidavit”) of the initial owner or the proposed transferee in the form attached hereto as Exhibit H; (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 Securities Administrator 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 Securities Administrator shall be entitled but not obligated to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time it became a Holder or, at such subsequent time as it became other than a Permitted Transferee, all payments made on such Residual Certificate at and after either such time. Any such payments so recovered by the Securities Administrator shall be paid and delivered by the Securities Administrator to the last preceding Permitted Transferee of such Certificate; and (v) The Depositor shall use its best efforts to make available, upon receipt of written request from the Securities Administrator, all information necessary to compute any tax imposed under Section 860E(e) of the Code as a result of a Transfer of an Ownership Interest in a Residual Certificate to any Holder who is not a Permitted Transferee. The restrictions on Transfers of a Residual Certificate set forth inthis Section 5.02(c) shall cease to apply (and the applicable portions of thelegend on a Residual Certificate may be deleted) with respect to Transfersoccurring after delivery to the Securities Administrator of an Opinion ofCounsel, which Opinion of Counsel shall not be an expense of the Trust Fund, theDepositor, the Trustee, the Securities Administrator, or the Servicers, to theeffect that the elimination of such restrictions will not cause any Trust REMICto fail to qualify as a REMIC at any time that the Certificates are Outstandingor result in the imposition of any tax on the Trust Fund, a Certificateholder oranother Person. Each Person holding or acquiring any Ownership Interest in aResidual Certificate hereby consents to any amendment of this Agreement which,based on an Opinion of Counsel furnished to the Securities Administrator, isreasonably necessary (a) to ensure that the record ownership of, or anybeneficial interest in, a Residual Certificate is not transferred, directly orindirectly, to a Person that is not a Permitted Transferee and (b) to providefor a means to compel the Transfer of a Residual Certificate which is held by aPerson that is not a Permitted Transferee to a Holder that is a PermittedTransferee. (d) The preparation and delivery of all certificates and opinionsreferred to above in this Section 5.02 in connection with transfer shall be atthe expense of the parties to such transfers. (e) Except as provided below, the Book-Entry Certificates shall atall times remain registered in the name of the Depository or its nominee and atall times: (i) registration of the Certificates may not be transferred by theSecurities Administrator except to another Depository; (ii) the Depository shallmaintain book-entry records with respect to the Certificate Owners and withrespect to ownership and transfers of such Book-Entry Certificates; (iii)ownership and transfers of registration of the Book-Entry Certificates on thebooks of the Depository shall be governed by applicable rules established by theDepository; (iv) the Depository may collect its usual and customary fees,charges and expenses from its Depository Participants; (v) the SecuritiesAdministrator shall deal with the Depository, Depository Participants andindirect participating firms as representatives of the Certificate Owners of theBook-Entry Certificates for purposes of exercising the rights of holders underthis Agreement, and requests and directions for and votes of suchrepresentatives shall not be deemed to be inconsistent if they are made withrespect to different Certificate Owners; and (vi) the Securities Administratormay rely and shall be fully protected in relying upon information furnished bythe Depository with respect to its Depository Participants and furnished by theDepository Participants with respect to indirect participating firms and personsshown on the books of such indirect participating firms as direct or indirectCertificate Owners. All transfers by Certificate Owners of Book-Entry Certificates shallbe made in accordance with the procedures established by the DepositoryParticipant or brokerage firm representing such Certificate Owner. EachDepository Participant shall only transfer Book-Entry Certificates ofCertificate Owners it represents or of brokerage firms for which it acts asagent in accordance with the Depository’s normal procedures. If (x) (i) the Depository or the Depositor advises the SecuritiesAdministrator in writing that the Depository is no longer willing or able toproperly discharge its responsibilities as Depository, and (ii) the SecuritiesAdministrator or the Depositor is unable to locate a qualified successor, or (y)the Depositor notifies the Depository of its intent to terminate the book-entrysystem through the Depository and, upon receipt of notice of such intent fromthe Depository, the Depository Participants holding beneficial interests in theBook-Entry Certificates agree to initiate such termination, the SecuritiesAdministrator shall notify all Certificate Owners, through the Depository, ofthe occurrence of any such event and of the availability of definitive,fully-registered Certificates (the “Definitive Certificates”) to CertificateOwners requesting the same. Upon surrender to the Securities Administrator ofthe related Class of Certificates by the Depository, accompanied by theinstructions from the Depository for registration, the Securities Administratorshall issue the Definitive Certificates. None of the Servicers, the Depositor orthe Securities Administrator shall be liable for any delay in delivery of suchinstruction and each may conclusively rely on, and shall be protected in relyingon, such instructions. The Depositor shall provide the Securities Administratorwith an adequate inventory of Certificates to facilitate the issuance andtransfer of Definitive Certificates. Upon the issuance of DefinitiveCertificates all references herein to obligations imposed upon or to beperformed by the Depository shall be deemed to be imposed upon and performed bythe Securities Administrator, to the extent applicable with respect to suchDefinitive Certificates and the Securities Administrator shall recognize theHolders of the Definitive Certificates as Certificateholders hereunder;provided, that the Securities Administrator shall not by virtue of itsassumption of such obligations become liable to any party for any act or failureto act of the Depository. (f) Each Private Certificate presented or surrendered forregistration of transfer or exchange shall be accompanied by a writteninstrument of transfer and accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (andall appropriate attachments) or W-9 in form satisfactory to the SecuritiesAdministrator, duly executed by the Certificateholder or his attorney dulyauthorized in writing. Each Certificate presented or surrendered forregistration of transfer or exchange shall be cancelled and subsequentlydisposed of by the Securities Administrator in accordance with its customarypractice. No service charge shall be made for any registration of transfer orexchange of Private Certificates, but the Securities Administrator may requirepayment of a sum sufficient to cover any tax or governmental charge that may beimposed in connection with any transfer or exchange of Private Certificates. Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If(a) any mutilated Certificate is surrendered to the Securities Administrator, orthe Securities Administrator receives evidence to its satisfaction of thedestruction, loss or theft of any Certificate and (b) there is delivered to theDepositor, the Servicers, the Master Servicer, the Trustee and the SecuritiesAdministrator such security or indemnity as may be required by them to hold eachof them harmless, then, in the absence of notice to the Securities Administratorthat such Certificate has been acquired by a bona fide purchaser, the SecuritiesAdministrator shall execute, authenticate and deliver, in exchange for or inlieu of any such mutilated, destroyed, lost or stolen Certificate, a newCertificate of like Class, tenor and Percentage Interest. In connection with theissuance of any new Certificate under this Section 5.03, the SecuritiesAdministrator may require the payment of a sum sufficient to cover any tax orother governmental charge that may be imposed in relation thereto and any otherexpenses (including the fees and expenses of the Securities Administrator)connected therewith. Any replacement Certificate issued pursuant to this Section5.03 shall constitute complete and indefeasible evidence of ownership, as iforiginally issued, whether or not the lost, stolen or destroyed Certificateshall be found at any time. Section 5.04 Persons Deemed Owners. The Servicers, the SecuritiesAdministrator, the Master Servicer, the Trustee, the Depositor, and any agent ofthe Servicers, the Depositor, the Securities Administrator, the Master Serviceror the Trustee may treat the Person in whose name any Certificate is registeredas the owner of such Certificate for the purpose of receiving distributions asprovided in this Agreement and for all other purposes whatsoever, and none ofthe Servicers, the Master Servicer, the Securities Administrator, the Trustee,the Depositor or any agent of the Servicers, the Securities Administrator, theMaster Servicer, the Depositor or the Trustee shall be affected by any notice tothe contrary. Section 5.05 Access to List of Certificateholders’ Names andAddresses. If three or more Certificateholders (a) request such information inwriting from the Securities Administrator, (b) state that suchCertificateholders desire to communicate with other Certificateholders withrespect to their rights under this Agreement or under the Certificates, and (c)provide a copy of the communication which such Certificateholders propose totransmit, or if the Depositor, the Trustee or a Servicer shall request suchinformation in writing from the Securities Administrator, then the SecuritiesAdministrator shall, within ten Business Days after the receipt of such request,provide the Depositor, the Trustee, such Servicer or the Certificateholders atsuch recipients’ expense the most recent list of the Certificateholders of suchTrust Fund held by the Securities Administrator, if any. The Depositor and everyCertificateholder, by receiving and holding a Certificate, agree that theSecurities Administrator shall not be held accountable by reason of thedisclosure of any such information as to the list of the Certificateholdershereunder, regardless of the source from which such information was derived. Section 5.06 Maintenance of Office or Agency. The SecuritiesAdministrator will maintain or cause to be maintained at its expense an officeor offices or agency or agencies in the United States where Certificates may besurrendered for registration of transfer or exchange. The SecuritiesAdministrator initially designates its Corporate Trust Office for registrationof transfer or exchange purposes located at Sixth Street and Marquette Avenue,Minneapolis, Minnesota 55479, Attention: Corporate Trust Services – GSAMP2006-HE3. The Securities Administrator shall give prompt written notice to theCertificateholders of any change in such location of any such office or agency,for purposes of the surrender of Certificates for the final distribution. TheSecurities Administrator shall give prompt written notice to theCertificateholders of any change in such location of any such office or agency. ARTICLE VI THE DEPOSITOR AND THE SERVICERS Section 6.01 Respective Liabilities of the Depositor and theServicers. The Depositor and each of the Servicers shall each be liable inaccordance herewith only to the extent of the obligations specifically andrespectively imposed upon and undertaken by them herein. Section 6.02 Merger or Consolidation of the Depositor or a Servicer.(a) The Depositor and each Servicer will each keep in full effect its existence,rights and franchises as a Delaware corporation, limited partnership, acorporation or limited liability company, as the case may be, under the laws ofthe United States or under the laws of one of the states thereof and will eachobtain and preserve its qualification to do business as a foreign corporation,limited partnership, a corporation or limited liability company, as applicable,in each jurisdiction in which such qualification is or shall be necessary toprotect the validity and enforceability of this Agreement, or any of theMortgage Loans and to perform its respective duties under this Agreement. (b) Any Person into which the Depositor or a Servicer may be mergedor consolidated, or any Person resulting from any merger or consolidation towhich the Depositor or a Servicer shall be a party, or any Person succeeding tothe business of the Depositor or a Servicer, shall be the successor of theDepositor or such Servicer, as the case may be, hereunder, without the executionor filing of any paper or any further act on the part of any of the partieshereto, anything herein to the contrary notwithstanding; provided, however, thatthe successor or surviving Person to such Servicer shall be qualified to sellmortgage loans to, and to service mortgage loans on behalf of, Fannie Mae orFreddie Mac, and meets the requirements of Section 7.02, and provided, further,that such merger, consolidation or succession does not adversely affect the thencurrent rating or ratings on the LIBOR Certificates. As a condition to thesuccession to any Servicer under this Agreement by any Person (i) into which aServicer may be merged or consolidated, or (ii) which may be appointed as asuccessor to a Servicer, such Servicer shall provide to the Depositor, theSecurities Administrator and the Master Servicer, at least 30 calendar days (or10 Business Days in the case of the appointment of the Servicing Rights Pledgeeor its designee as successor servicer pursuant to Sections 6.06 or 7.02provided, however that the 30 calendar days or 10 Business Days notice periodshall not apply once the Depositor is not required to file reports pursuant tothe Exchange Act) prior to the effective date of such succession or appointment,(x) written notice to the Depositor, the Securities Administrator and the MasterServicer of such succession or appointment and (y) in writing and in form andsubstance reasonably satisfactory to the Depositor, the Securities Administratorand the Master Servicer, all information reasonably necessary to enable theSecurities Administrator, pursuant to Section 8.12(g), to accurately and timelyreport the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (ifsuch reports under the Exchange Act are required to be filed under the ExchangeAct). Section 6.03 Limitation on Liability of the Depositor, the Servicersand Others. Neither the Depositor, the Servicers nor any of their respectivedirectors, officers, employees or agents shall be under any liability to theCertificateholders for any action taken or for refraining from the taking of anyaction in good faith pursuant to this Agreement, or for errors in judgment;provided, however, that this provision shall not protect the Depositor, theServicers or any such Person against any breach of representations or warrantiesmade by it herein or protect the Depositor, the Servicers or any such Personfrom any liability which would otherwise be imposed by reasons of willfulmisfeasance, bad faith or negligence (or gross negligence in the case of theDepositor) in the performance of duties or by reason of reckless disregard ofobligations and duties hereunder. The Depositor, each Servicer and any director,officer, employee or agent of the Depositor and each Servicer may rely in goodfaith on any document of any kind prima facie properly executed and submitted byany Person respecting any matters arising hereunder. The Depositor, the Sponsor,each Servicer and any director, officer, employee, Affiliate or agent of theDepositor, the Sponsor or each Servicer shall be indemnified by the Trust Fundand held harmless against any loss, liability or expense incurred in connectionwith any audit, controversy or judicial proceeding relating to a governmentaltaxing authority or any legal action relating to this Agreement or theCertificates or any other unanticipated or extraordinary expense, other than anyloss, liability or expense incurred by reason of willful misfeasance, bad faithor negligence (or gross negligence in the case of the Depositor) in theperformance of duties hereunder or by reason of reckless disregard ofobligations and duties hereunder. Neither the Depositor nor any Servicer shallbe under any obligation to appear in, prosecute or defend any legal action thatis not incidental to its respective duties hereunder and which in its opinionmay involve it in any expense or liability; provided, however, that each of theDepositor and each Servicer may in its discretion undertake any such action (orthe Depositor direct may the Trustee to undertake such actions pursuant toSection 2.07 for the benefit of the Certificateholders) that it may deemnecessary or desirable in respect of this Agreement and the rights and duties ofthe parties hereto and interests of the Trustee and the Certificateholdershereunder. In such event, the legal expenses and costs of such action and anyliability resulting therefrom shall be expenses, costs and liabilities of theTrust Fund, and the Depositor, and the applicable Servicer (and the Trustee ifdirected by the Depositor to take such action) shall be entitled to bereimbursed therefor out of the Collection Account. Section 6.04 Limitation on Resignation of a Servicer. Subject to theprovisions of Section 7.01, Section 6.02, the fourth and fifth paragraphs ofSection 7.02 and Section 6.06, no Servicer shall assign this Agreement or resignfrom the obligations and duties hereby imposed on it except (i) by mutualconsent of the applicable Servicer, the Depositor and the SecuritiesAdministrator, (ii) upon the determination that its duties hereunder are nolonger permissible under applicable law and such incapacity cannot be cured bysuch Servicer or (iii) upon satisfaction of the following conditions: (a) theapplicable Servicer has proposed a successor servicer to the SecuritiesAdministrator in writing; and (b) each Rating Agency shall have delivered aletter to the Securities Administrator prior to the appointment of the successorservicer stating that the proposed appointment of such successor servicer as aServicer hereunder will not result in the reduction or withdrawal of the thencurrent rating of the Regular Certificates or the ratings that are in effect.Any such determination permitting the resignation of a Servicer under clause(ii) above shall be evidenced by an Opinion of Counsel (which opinion shall notbe an expense of the Master Servicer, the Securities Administrator, the Trusteeor the Trust Fund) to such effect delivered to the Depositor, the Trustee, theMaster Servicer and the Securities Administrator which Opinion of Counsel shallbe in form and substance acceptable to the Depositor, the Trustee, the MasterServicer and the Securities Administrator. No such resignation shall becomeeffective until a successor shall have assumed the Servicer’s responsibilitiesand obligations hereunder. Section 6.05 Additional Indemnification by the Servicers; ThirdParty Claims. (a) Each Servicer shall indemnify the Depositor, the Sponsor, theMaster Servicer, the Securities Administrator and the Trustee and any Affiliate,director, officer, employee or agent of the Depositor, the Master Servicer, theSecurities Administrator and the Trustee and hold each of them harmless againstany and all claims, losses, damages, penalties, fines, forfeitures, reasonableand necessary legal fees and related costs, judgments, and any other costs, feesand expenses that any of them may sustain in any way related to any breach bysuch Servicer of (i) any of its representations and warranties referred to inSection 2.03(a), (ii) any error in any tax or information return prepared bysuch Servicer, or (iii) the failure of such Servicer to perform its duties andservice the Mortgage Loans in compliance with the terms of this Agreement(including, without limitation, the failure to deliver accurate and completeinformation on a timely basis pursuant to Section 4.03(d)). The applicableServicer immediately shall notify the Depositor, the Master Servicer, theSecurities Administrator and the Trustee if such claim is made by a third partywith respect to this Agreement or the Mortgage Loans, assume (with the priorwritten consent of the Depositor, the Master Servicer, the SecuritiesAdministrator and the Trustee) the defense of any such claim and pay allexpenses in connection therewith, including reasonable counsel fees, andpromptly pay, discharge and satisfy any judgment or decree which may be enteredagainst it or the Depositor, the Master Servicer, the Securities Administrator,or the Trustee in respect of such claim. (b) Notwithstanding anything to the contrary contained in thisAgreement, each Servicer shall indemnify the Depositor, the Master Servicer, theSecurities Administrator, the Sponsor, the Trustee and any director, officer,employee or agent of the Depositor, the Sponsor, the Master Servicer, theSecurities Administrator or the Trustee and hold them harmless against any andall claims, economic losses, damages, penalties, fines, forfeitures, reasonableand necessary legal fees and related costs, judgments, and any other relatedcosts, fees and expenses that any of them actually sustain, in each case thatare likely foreseeable and directly related to any failure by such Servicer orany Subservicer engaged by such Servicer or any Subcontractor utilized by suchServicer to deliver any information, report, certification or accountants’letter when and as required under Sections 3.22, 3.23, 6.02 or 8.12, includingwithout limitation any failure by such Servicer to identify pursuant to Section3.02(e) any Subcontractor “participating in the servicing function” within themeaning of Item 1122 of Regulation AB. (c) If the indemnification provided forin this Section 6.05 is unavailable or insufficient to hold harmless any Personentitled to indemnification thereunder, then the applicable Servicer shallcontribute to the amount paid or payable to the party to be indemnified as aresult of the losses, claims, damages or liabilities of such Person in suchproportion as is appropriate to reflect the relative fault of such Person on theone hand and such Servicer, on the other, in connection with a breach of suchServicer’s obligations pursuant to this Section 6.05. This Section 6.05 shallsurvive the termination of this Agreement or the earlier resignation or removalof the applicable Servicer. Section 6.06 Servicing Rights Pledge. Notwithstanding anything tothe contrary which may be set forth in Section 6.04, the SecuritiesAdministrator, the Master Servicer, the Trustee, each Custodian and theDepositor hereby specifically (i) agree to the pledge and assignment by Littonof all Litton’s right, title and interest in, to and under this Agreement to theServicing Rights Pledgee, for the benefit of certain lenders, and (ii) providedthat no Servicer Event of Default exists, agree that upon delivery to theSecurities Administrator by the Servicing Rights Pledgee of a letter signed byLitton whereunder Litton shall resign as a Servicer under this Agreement, theSecurities Administrator shall appoint the Servicing Rights Pledgee or itsdesignee as successor Servicer, provided that at the time of such appointment,the Servicing Rights Pledgee or such designee meets the requirements of asuccessor Servicer pursuant to Section 7.02 and agrees to be subject to theterms of this Agreement. If, pursuant to any provision hereof, the duties ofLitton are transferred to a successor, the entire amount of the Servicing Feeand other compensation payable to Litton pursuant hereto shall thereafter bepayable to such successor. ARTICLE VII DEFAULT Section 7.01 Events of Default. “Event of Default,” wherever usedherein, means with respect to each Servicer individually, any one of thefollowing events: (a) any failure by a Servicer to remit to the SecuritiesAdministrator any payment required to be made under the terms of this Agreementwhich continues unremedied for a period of one Business Day after the date uponwhich written notice of such failure, requiring the same to be remedied, shallhave been given to such Servicer by the Depositor, or by the SecuritiesAdministrator, or to such Servicer, the Depositor, the Master Servicer, theSecurities Administrator and the Trustee by Certificateholders entitled to atleast 25% of the Voting Rights; or (b) any failure on the part of a Servicer duly to observe or performin any material respect any other of the covenants or agreements on the part ofsuch Servicer set forth in this Agreement which continues unremedied for aperiod of thirty days (except that (x) such number of days shall be fifteen inthe case of a failure to pay any premium for any insurance policy required to bemaintained under this Agreement, (y) there shall be no cure period in the caseof the failure to perform any of the obligations set forth in Sections 3.22 and3.23 and (z) such number of days shall be ten in the case of a failure toobserve or perform any of the obligations set forth in Sections 3.02, 3.22,3.23, 6.02, 6.04 or 8.12; provided, however, that in the event that theCommission grants an extension of time to the Depositor with respect to theExchange Act filings referenced in Section 8.12(a), such ten day cure periodshall be extended by the same time period) after the earlier of (i) the date onwhich written notice of such failure, requiring the same to be remedied, shallhave been given to such Servicer by the Depositor, the Securities Administratoror by the Master Servicer, or to such Servicer, the Depositor, the SecuritiesAdministrator, the Master Servicer and the Trustee by Certificateholders ofCertificates entitled to at least 25% of the Voting Rights and (ii) actualknowledge of such failure by a Servicing Officer of such Servicer; provided,however, that (except with respect to clauses (x), (y) and (z) above) in thecase of a failure or breach that cannot be cured within 30 days after notice oractual knowledge by such Servicer, the cure period may be extended for anadditional 30 days upon delivery by such Servicer to the SecuritiesAdministrator of a certificate to the effect that such Servicer believes in goodfaith that the failure or breach can be cured within such additional time periodand such Servicer is diligently pursuing remedial action; or (c) a decree or order of a court or agency or supervisory authorityhaving jurisdiction for the appointment of a conservator or receiver orliquidator in any insolvency, bankruptcy, readjustment of debt, marshalling ofassets and liabilities or similar proceedings, or for the winding-up orliquidation of its affairs, shall have been entered against a Servicer and suchdecree or order shall have remained in force undischarged or unstayed for aperiod of sixty days; or (d) a Servicer shall consent to the appointment of a conservator orreceiver or liquidator in any insolvency, bankruptcy, readjustment of debt,marshalling of assets and liabilities or similar proceedings of or relating to aServicer or of or relating to all or substantially all of its property; or (e) a Servicer shall admit in writing its inability to pay its debtsgenerally as they become due, file a petition to take advantage of anyapplicable insolvency or reorganization statute, make an assignment for thebenefit of its creditors, or voluntarily suspend payment of its obligations; or (f) any failure of a Servicer to make any P&I Advance on anyRemittance Date required to be made from its own funds pursuant to Section 4.01which continues unremedied for one Business Day immediately following theRemittance Date; or (g) If a Cumulative Loss Event occurs. If an Event of Default described in clauses (a) through (g) of thisSection 7.01 shall occur, then, and in each and every such case, so long as suchEvent of Default shall not have been remedied, the Master Servicer may, or atthe direction of Certificateholders entitled to a majority of the Voting Rightsthe Master Servicer shall, by notice in writing to the applicable Servicer andthe Servicing Rights Pledgee (if any) (with a copy to each Rating Agency),terminate all of the rights and obligations of the applicable Servicer underthis Agreement and in and to the Mortgage Loans and the proceeds thereof, otherthan its rights as a Certificateholder hereunder; provided, however, that theMaster Servicer shall not be required to give written notice to such Servicer ofthe occurrence of an Event of Default described in clauses (b) through (g) ofthis Section 7.01 unless and until a Responsible Officer of the Master Servicerhas actual knowledge of the occurrence of such an Event of Default. In the eventthat a Responsible Officer of the Master Servicer has actual knowledge of theoccurrence of an Event of Default described in clause (a) of this Section 7.01(i.e., solely as to a default caused by a failure to remit timely on aRemittance Date), the Master Servicer shall give notice (by telephone or byemail, facsimile or other writing) to such Servicer and the Servicing RightsPledgee (if any) of the occurrence of such default by the end of business of theday on which such Responsible Officer obtains actual knowledge of suchoccurrence; provided that failure to give such notice shall not constitute awaiver of such default or event of default. In the event that a ResponsibleOfficer of the Master Servicer has actual knowledge of the occurrence of anEvent of Default described in clause (a) of this Section 7.01, the MasterServicer shall give written notice to such Servicer of the occurrence of such anevent within one Business Day of the first day on which such Responsible Officerobtains actual knowledge of such occurrence; provided that failure to give suchnotice shall not constitute a waiver of such Event of Default. The MasterServicer, upon a Responsible Officer having actual knowledge of such default,shall deliver a written notice to such Servicer of the default on any RemittanceDate on which such Servicer fails to make any deposit or payment requiredpursuant to this Agreement (including, but not limited to Advances, to theextent required by this Agreement); provided, however, that if an Event ofDefault occurs due to the failure of such Servicer to make an Advance to theextent required, the Master Servicer, as successor Servicer, or anothersuccessor Servicer shall, prior to the applicable Distribution Date, immediatelymake such Advance. Any such notice to such Servicer shall also be given to theTrustee, each Rating Agency and the Depositor. Notwithstanding any otherprovision of this Agreement, any remedy with respect to clause (a) of thisSection 7.01 shall be effective only if payment is received by the MasterServicer by no later than noon (Eastern time) on the Business Day immediatelyfollowing the date of notice to such Servicer as set forth in the immediatelypreceding sentence. If such Servicer fails to make such payment, the MasterServicer shall send notice of termination (by email, facsimile or other writing)to such Servicer, and, on and after the receipt by such Servicer of such notice,or upon receipt by such Servicer of notice with respect to any other clause ofthis Section 7.01, all authority and power of such Servicer hereunder, whetherwith respect to the Mortgage Loans or otherwise, shall pass to and be vested inthe Master Servicer as the successor Servicer subject to the rights of theServicing Rights Pledgee (if any, and if the Master Servicer has pertinientcontact information of such Servicing Rights Pledgee) under Sections 6.06 and7.02. The Master Servicer is hereby authorized and empowered to execute anddeliver, on behalf of such Servicer, as attorney in fact or otherwise, any andall documents and other instruments, and to do or accomplish all other acts orthings necessary or appropriate to effect the purposes of such notice oftermination, whether to complete the transfer and endorsement or assignment ofthe Mortgage Loans and related documents, or otherwise. Unless expresslyprovided in such written notice, no such termination shall affect any obligationof such Servicer to pay amounts owed pursuant to Article VIII. Each Serviceragrees to cooperate with the Master Servicer in effecting the termination ofsuch Servicer’s responsibilities and rights hereunder, including, withoutlimitation, the transfer to the Master Servicer of all cash amounts which shallat 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 a Servicerhereunder, such Servicer shall be entitled to receive from the Trust Fund, priorto transfer of its servicing obligations hereunder, payment of all accrued andunpaid portion of the Servicing Fees to which such Servicer would have beenentitled and to continue to receive reimbursement for all outstanding P&IAdvances and Servicing Advances in accordance with the terms of this Agreement. Section 7.02 Master Servicer to Act; Appointment of SuccessorServicer. On and after the time the Master Servicer gives, and a Servicerreceives, a notice of termination pursuant to Section 7.01, the Master Servicershall, subject to and to the extent provided in Section 3.06 and subject to therights of the Servicing Rights Pledgee, be the successor to such Servicer in itscapacity as servicer under this Agreement and the transactions set forth orprovided for herein and shall be subject to all the responsibilities, duties andliabilities relating thereto placed on such Servicer by the terms and provisionshereof and applicable law, including the obligation to make P&I Advances orServicing Advances pursuant to Section 4.01, as soon as practicable but in noevent later than 90 days following the notice of termination or removal of theServicer. As compensation therefor, the Master Servicer shall be entitled to allfunds relating to the Mortgage Loans that such Servicer would have been entitledto charge to the Collection Account if such Servicer had continued to acthereunder including, if such Servicer was receiving the Servicing Fee, theServicing Fee and the income on investments or gain related to the CollectionAccount (in addition to income on investments or gain related to theDistribution Account for the benefit of the Securities Administrator).Notwithstanding the foregoing, if the Master Servicer has become the successorto such Servicer in accordance with this Section 7.02, the Master Servicer may,if it shall be unwilling to so act, or shall, if it is prohibited by applicablelaw from making P&I Advances and Servicing Advances pursuant to Section 4.01 orif it is otherwise unable to so act, or, at the written request ofCertificateholders entitled to a majority of the Voting Rights, appoint, orpetition a court of competent jurisdiction to appoint, any established mortgageloan servicing institution the appointment of which does not adversely affectthe then current rating of the Certificates by each Rating Agency, as thesuccessor to such Servicer hereunder in the assumption of all or any part of theresponsibilities, duties or liabilities of such Servicer hereunder. Anysuccessor to such Servicer shall be an institution which is a Fannie Mae- andFreddie Mac approved seller/servicer in good standing, which has a net worth ofat least $30,000,000, which is willing to service the Mortgage Loans and whichexecutes and delivers to the Depositor and the Master Servicer an agreementaccepting such delegation and assignment, containing an assumption by suchPerson of the rights, powers, duties, responsibilities, obligations andliabilities of such Servicer (other than liabilities of such Servicer underSection 6.03 incurred prior to termination of such Servicer under Section 7.01),with like effect as if originally named as a party to this Agreement; provided,that each Rating Agency acknowledges that its rating of the Certificates ineffect immediately prior to such assignment and delegation will not be qualifiedor reduced, as a result of such assignment and delegation. Pending appointmentof a successor to a Servicer hereunder, the Master Servicer, unless the MasterServicer is prohibited by law from so acting, shall, subject to Section 3.05,act in such capacity as hereinabove provided. In connection with suchappointment and assumption, the Master Servicer may make such arrangements forthe compensation of such successor out of payments on Mortgage Loans as it, theDepositor and such successor shall agree; provided, however, that no suchcompensation shall be in excess of the Servicing Fee and amounts paid to suchServicer from investments. The Master Servicer and such successor shall takesuch action, consistent with this Agreement, as shall be necessary to effectuateany such succession. Neither the Master Servicer nor any other successorServicer shall be deemed to be in default hereunder by reason of any failure tomake, or any delay in making, any distribution hereunder or any portion thereofor any failure to perform, or any delay in performing, any duties orresponsibilities hereunder, in either case caused by the failure of suchServicer to deliver or provide, or any delay in delivering or providing, anycash, information, documents or records to it. In the event that a Servicer is terminated pursuant to Section 7.01,such terminated Servicer shall provide notices to the Mortgagors, transfer theServicing Files to a successor Servicer and pay all of its own out-of-pocketcosts and expenses at its own expense. In addition, all Servicing Transfer Costsincurred by parties other than the terminated Servicer (excluding set-up costsand other administrative expenses of the successor Servicer, in which case thesuccessor Servicer shall pay for such costs and expenses but shall not beentitled to reimbursement therefor from the Trust Fund, or if the successorservicer fails to pay, the Securities Administrator pays such amounts from theTrust Fund), such an amount shall be paid by the terminated Servicer promptlyupon presentation of reasonable documentation of such costs. If the MasterServicer is the predecessor Servicer (except in the case where the MasterServicer in its role as successor Servicer is being terminated pursuant toSection 7.01 by reason of an Event of Default caused solely by the MasterServicer as the successor Servicer and not by the predecessor Servicer’s actionsor omissions), such costs shall be paid by the prior terminated Servicerpromptly upon presentation of reasonable documentation of such costs. Any successor to a Servicer as servicer shall give notice to theMortgagors of such change of Servicer, in accordance with applicable federal andstate law, and shall, during the term of its service as Servicer, maintain inforce the policy or policies that such Servicer is required to maintain pursuantto Section 3.13. Notwithstanding anything to the contrary set forth above, if,pursuant to Section 6.06, Litton assigns all of its right, title and interestin, to and under this Agreement to the Servicing Rights Pledgee or its designee,the Master Servicer hereby agrees that such party shall be appointed successorServicer upon receipt of (i) a letter signed by Litton whereunder Litton shallresign as a Servicer under this Agreement, (ii) a letter signed by the ServicingRights Pledgee or its designee, whereunder such party acknowledges suchassignment and agrees to be the successor Servicer subject to the terms of thisAgreement and (iii) confirmation from the Rating Agencies that such appointmentwill not cause any Rating Agency to withdraw or downgrade its then-currentratings of any Class of Certificates. In the event an Event of Default has occurred with respect toLitton, notwithstanding anything to the contrary above, the Master Servicer andthe Depositor hereby agree that upon delivery to the Master Servicer by or onbehalf of the Servicing Rights Pledgee of a letter signed by Litton within tenBusiness Days of the date on which the Master Servicer sent notice of suchdefault, whereunder Litton shall resign as a Servicer under this Agreement, theMaster Servicer shall appoint the Servicing Rights Pledgee or its designee assuccessor Servicer, provided that at the time of appointment, the ServicingRights Pledgee or such designee meets the requirements of a successor Servicerset forth above and the Servicing Rights Pledgee or such designee agrees to besubject to the terms of this Agreement. If the Servicing Rights Pledgee fails toprovide the Master Servicer with such letter, the Master Servicer shall appointa successor Servicer in accordance with Section 7.02. Notwithstanding anythingto the contrary above, Litton shall continue to perform all of the obligationsof Servicer hereunder until the Master Servicer appoints a successor Servicer. Any such successor Servicer shall be required to satisfy therequirements of a successor Servicer under this Section 7.02. Section 7.03 Notification to Certificateholders. (a) Upon anytermination of or appointment of a successor to a Servicer, the SecuritiesAdministrator shall give prompt written notice thereof to Trustee,Certificateholders, and to each Rating Agency. (b) Within 60 days after the occurrence of any Event of Default, theSecurities Administrator shall transmit by mail to all Certificateholders, andeach Rating Agency notice of each such Event of Default hereunder known to theSecurities Administrator, unless such Event of Default shall have been cured orwaived. ARTICLE VIII CONCERNING THE TRUSTEE AND THE CUSTODIANS Section 8.01 Duties of the Trustee. The Trustee, before theoccurrence of a Master Servicer Event of Default and after the curing of allMaster Servicer Events of Default that may have occurred, shall undertake toperform such duties and only such duties as are specifically set forth in thisAgreement. In case a Master Servicer Event of Default has occurred and remainsuncured, the Trustee shall exercise such of the rights and powers vested in itby this Agreement, and use the same degree of care and skill in their exerciseas a prudent person would exercise or use under the circumstances in the conductof such person’s own affairs. The Trustee, upon receipt of all resolutions, certificates,statements, opinions, reports, documents, orders or other instruments furnishedto the Trustee that are specifically required to be furnished pursuant to anyprovision of this Agreement shall examine them to determine whether they are inthe form required by this Agreement. The Trustee shall not be responsible forthe 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 theTrustee from liability for its own negligent action, its own negligent failureto act or its own bad faith or willful misfeasance. Unless a Master Servicer Event of Default known to a ResponsibleOfficer of the Trustee has occurred and is continuing, (a) the duties and obligations of the Trustee shall be determinedsolely by the express provisions of this Agreement, the Trustee shall not beliable except for the performance of the duties and obligations specifically setforth in this Agreement, no implied covenants or obligations shall be read intothis Agreement against the Trustee, and the Trustee may conclusively rely, as tothe truth of the statements and the correctness of the opinions expressedtherein, upon any certificates or opinions furnished to the Trustee andconforming to the requirements of this Agreement which it believed in good faithto be genuine and to have been duly executed by the proper authoritiesrespecting any matters arising hereunder; (b) the Trustee shall not be liable for an error of judgment made ingood faith by a Responsible Officer or Responsible Officers of the Trustee,unless it is finally proven that the Trustee was negligent in ascertaining thepertinent facts; and (c) the Trustee shall not be liable with respect to any actiontaken, suffered, or omitted to be taken by it in good faith in accordance withthe direction of the Holders of Certificates evidencing not less than 25% of theVoting Rights relating to the time, method, and place of conducting anyproceeding for any remedy available to the Trustee, or exercising any trust orpower conferred upon the Trustee under this Agreement. The Master Servicer or Trustee, as applicable, shall be permitted toutilize one or more Subcontractors for the performance of certain of itsobligations under this Agreement, provided that the Master Servicer or Trustee,as applicable, complies with Section 3.02(e) as if the Master Servicer orTrustee, as applicable, were a “Servicer” pursuant to that Section. The MasterServicer or Trustee, as applicable, shall indemnify the Depositor, theSecurities Administrator, the Master Servicer, the Sponsor and any director,officer, employee or agent of the Depositor or the Sponsor and hold themharmless 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 wayrelated to the failure of the Master Servicer or Trustee, as applicable, toperform any of its obligations under Section 3.22 or Section 3.23, includingwithout limitation any failure by the Master Servicer or Trustee, as applicable,to identify pursuant to Section 3.02(e) any Subcontractor that is a ServicingFunction Participant. This indemnity shall survive the termination of thisAgreement or the earlier resignation or removal of the Master Servicer orTrustee, as applicable. Section 8.02 Certain Matters Affecting each Custodian and theTrustee. Except as otherwise provided in Section 8.01: (a) each Custodian and the Trustee may request and rely upon andshall 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 tohave been signed or presented by the proper party or parties and neitherCustodian nor the Trustee shall have any responsibility to ascertain or confirmthe genuineness of any signature of any such party or parties; (b) each Custodian and the Trustee may consult with counsel,financial advisers or accountants and the advice of any such counsel, financialadvisers or accountants and any Opinion of Counsel shall be full and completeauthorization and protection in respect of any action taken or suffered oromitted by it hereunder in good faith and in accordance with such Opinion ofCounsel; (c) neither Custodian nor the Trustee shall be liable for any actiontaken, suffered or omitted by it in good faith and believed by it to beauthorized or within the discretion or rights or powers conferred upon it bythis Agreement, nor shall either the Trustee or any Custodian be liable for actsor omissions of the other; (d) the Trustee shall not be bound to make any investigation intothe facts or matters stated in any resolution, certificate, statement,instrument, opinion, report, notice, request, consent, order, approval, bond orother paper or document, unless requested in writing to do so by Holders ofCertificates evidencing not less than 25% of the Voting Rights allocated to eachClass of Certificates; (e) the Trustee may execute any of the trusts or powers hereunder orperform any duties hereunder either directly or by or through agents,accountants or attorneys and the Trustee shall not be responsible for anymisconduct or negligence on the part of any agents, accountants or attorneysappointed with due care by it hereunder; provided that the Trustee shall not beresponsible for any act or omission of any Custodian; (f) neither Custodian nor the Trustee shall be required to risk orexpend its own funds or otherwise incur any financial liability in theperformance of any of its duties or in the exercise of any of its rights orpowers hereunder if it shall have reasonable grounds for believing thatrepayment of such funds or adequate indemnity against such risk or liability isnot assured to it; (g) the Trustee shall not be liable for any loss on any investmentof funds pursuant to this Agreement (other than as issuer of the investmentsecurity); (h) the Trustee shall not be deemed to have knowledge of a MasterServicer Event of Default or an Event of Default until a Responsible Officer ofthe Trustee shall have received written notice thereof except as otherwiseprovided in Section 7.01; (i) the Trustee shall be under no obligation to exercise any of thetrusts, rights or powers vested in it by this Agreement or to institute, conductor defend any litigation hereunder or in relation hereto at the request, orderor direction of any of the Certificateholders, pursuant to this Agreement,unless such Certificateholders shall have offered to the Trustee reasonablesecurity or indemnity satisfactory to the Trustee against the costs, expensesand liabilities which may be incurred therein or thereby; (j) the Securities Administrator shall remit the custodian fee toeach Custodian pursuant to a separate agreement. Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.The recitals contained herein and in the Certificates shall be taken as thestatements of the Depositor and the Trustee assumes no responsibility for theircorrectness. The Trustee makes no representations as to the validity orsufficiency of this Agreement or of the Certificates or of any Mortgage Loan orrelated document. Neither the Trustee nor Custodian shall be accountable for theuse or application by the Depositor, the Securities Administrator, the MasterServicer or a Servicer of any funds paid to the Depositor, the SecuritiesAdministrator, the Master Servicer or a Servicer in respect of the MortgageLoans or deposited in or withdrawn from the Collection Account by the Depositor,the Securities Administrator, the Master Servicer or a Servicer. The Trustee shall have no responsibility for filing or recording anyfinancing or continuation statement in any public office at any time or tootherwise perfect or maintain the perfection of any security interest or liengranted to it hereunder (unless the Trustee shall have become the successorMaster Servicer). Section 8.04 Trustee May Own Certificates. The Trustee in itsindividual or any other capacity may become the owner or pledgee of Certificateswith the same rights as it would have if it were not the Trustee. Section 8.05 Trustee’s Fees and Expenses and Indemnification. Ascompensation for its activities under this Agreement, the Trustee shall be paidits fee by the Securities Administrator from the Securities Administrator’s ownfunds pursuant to a separate fee schedule. The Trustee shall have no lien on theTrust Fund for the payment of such fees. The Trustee and any director, officer,employee, or agent of the Trustee or the applicable Custodian and each Custodianshall be indemnified by the Trust Fund and held harmless against any loss,liability, or expense (including reasonable attorney’s fees) resulting from anyerror in any tax or information return prepared by the Master Servicer orincurred in connection with: (a) any claim or legal action relating to this Agreement, or (b) any claim or legal action relating to the Certificates or theInterest Rate Swap Agreement; or (c) except as set forth in the last paragraph of this Section 8.05,the performance of any of the Trustee’s or the applicable Custodian’s dutiesunder this Agreement,other than any loss, liability, or expense with respect to the Trustee (i)resulting from any breach of any Servicer’s obligations in connection with thisAgreement for which the related Servicer has performed its obligation toindemnify the Trustee pursuant to Section 6.05, (ii) incurred because of willfulmisfeasance, bad faith, or negligence in the performance of any of the Trustee’sor the applicable Custodian’s duties under this Agreement or (iii) resultingfrom any breach of the Master Servicer’s obligations hereunder for which theMaster Servicer has performed its obligation to indemnify the Trustee pursuantto this Agreement. This indemnity shall survive the termination of thisAgreement or the resignation or removal of the Trustee and applicable Custodianunder this Agreement. Without limiting the foregoing, except as otherwise agreedupon in writing by the Depositor and the Trustee, and except for any expense,disbursement, or advance arising from the Trustee’s negligence, bad faith, orwillful misfeasance, the Trust Fund shall pay or reimburse the Trustee, for allreasonable expenses, disbursements, and advances incurred or made by the Trusteein accordance with this Agreement with respect to: (A) the reasonable compensation, expenses, and disbursements of itscounsel not associated with the closing of the issuance of the Certificates; and (B) the reasonable compensation, expenses, and disbursements of anyaccountant, engineer, or appraiser that is not regularly employed by theTrustee, to the extent that the Trustee must engage them to perform servicesunder this Agreement. Except as otherwise expressly provided in this Agreement or aseparate letter agreement between the Trustee and the Depositor, the Trusteeshall not be entitled to payment or reimbursement for any routine ongoingexpenses incurred by the Trustee in the ordinary course of its duties as Trusteeunder this Agreement or for any other expenses incurred by the Trustee;provided, however, no expense shall be reimbursed by the Trust Fund hereunder ifit would not constitute an “unanticipated expense incurred by the REMIC” withinthe meaning of the REMIC Provisions. Section 8.06 Eligibility Requirements for the Trustee. The Trusteehereunder shall at all times be a corporation or association organized and doingbusiness under the laws of a state or the United States of America, authorizedunder such laws to exercise corporate trust powers, having a combined capitaland surplus of at least $50,000,000, subject to supervision or examination byfederal or state authority and with a credit rating which would not cause any ofthe Rating Agencies to reduce their respective then current ratings of theCertificates (or having provided such security from time to time as issufficient to avoid such reduction) as evidenced in writing by each RatingAgency. If such corporation or association publishes reports of condition atleast annually, pursuant to law or to the requirements of the aforesaidsupervising or examining authority, then for the purposes of this Section 8.06the combined capital and surplus of such corporation or association shall bedeemed to be its combined capital and surplus as set forth in its most recentreport of condition so published. In case at any time the Trustee shall cease tobe eligible in accordance with this Section 8.06, the Trustee shall resignimmediately in the manner and with the effect specified in Section 8.07. Theentity serving as Trustee may have normal banking and trust relationships withthe Depositor and its Affiliates or the Servicers and its Affiliates; provided,however, that such entity cannot be an Affiliate of the Depositor or anyServicer other than the Trustee in its role as successor to the Master Servicer. Section 8.07 Resignation and Removal of the Trustee. The Trustee mayat any time resign and be discharged from the trusts hereby created by givingwritten notice of resignation to the Depositor, the Securities Administrator,the Master Servicer, the Servicers and each Rating Agency not less than 60 daysbefore the date specified in such notice, when, subject to Section 8.08, suchresignation is to take effect, and acceptance by a successor trustee inaccordance with Section 8.08 meeting the qualifications set forth in Section8.06. If no successor trustee meeting such qualifications shall have been soappointed and have accepted appointment within 30 days after the giving of suchnotice or resignation, the resigning Trustee may petition any court of competentjurisdiction for the appointment of a successor trustee. If at any time the Trustee shall cease to be eligible in accordancewith Section 8.06 and shall fail to resign after written request thereto by theDepositor, or if at any time the Trustee shall become incapable of acting, orshall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or ofits property shall be appointed, or any public officer shall take charge orcontrol of the Trustee or of its property or affairs for the purpose ofrehabilitation, conservation or liquidation, or a tax is imposed with respect tothe Trust Fund by any state in which the Trustee or the Trust Fund is locatedand the imposition of such tax would be avoided by the appointment of adifferent trustee, then the Depositor or each Servicer may remove the Trusteeand appoint a successor trustee by written instrument, in triplicate, one copyof which shall be delivered to the Trustee, one copy to each Servicer and onecopy to the successor trustee. The Holders of Certificates entitled to a majority of the VotingRights may at any time remove the Trustee and appoint a successor trustee bywritten instrument or instruments, in triplicate, signed by such Holders ortheir attorneys-in-fact duly authorized, one complete set of which shall bedelivered by the successor Trustee to each Servicer, one complete set to theTrustee so removed and one complete set to the successor so appointed. Thesuccessor trustee shall notify each Rating Agency of any removal of the Trustee. Any resignation or removal of the Trustee and appointment of asuccessor trustee pursuant to this Section 8.07 shall become effective uponacceptance of appointment by the successor trustee as provided in Section 8.08. Section 8.08 Successor Trustee. Any successor trustee appointed asprovided in Section 8.07 shall execute, acknowledge and deliver to the Depositorand to its predecessor trustee and the Servicers an instrument accepting suchappointment hereunder and thereupon the resignation or removal of thepredecessor trustee shall become effective and such successor trustee, withoutany further act, deed or conveyance, shall become fully vested with all therights, powers, duties and obligations of its predecessor hereunder, with thelike effect as if originally named as trustee herein. The Depositor, theServicers and the predecessor trustee shall execute and deliver such instrumentsand do such other things as may reasonably be required for more fully andcertainly vesting and confirming in the successor trustee all such rights,powers, duties, and obligations. No successor trustee shall accept appointment as provided in thisSection 8.08 unless at the time of its acceptance, the successor trustee iseligible under Section 8.06 and its appointment does not adversely affect thethen current rating of the Certificates. Upon acceptance of appointment by a successor trustee as provided inthis Section 8.08, the Depositor shall mail notice of the succession of suchtrustee hereunder to all Holders of Certificates. If the Depositor fails to mailsuch notice within 10 days after acceptance of appointment by the successortrustee, the successor trustee shall cause such notice to be mailed at theexpense of the Depositor. Section 8.09 Merger or Consolidation of the Trustee. Any corporationinto which the Trustee may be merged or converted or with which it may beconsolidated or any corporation resulting from any merger, conversion orconsolidation to which the Trustee shall be a party, or any corporationsucceeding to the business of the Trustee, shall be the successor of the Trusteehereunder; provided, that such corporation shall be eligible under Section 8.06without the execution or filing of any paper or further act on the part of anyof the parties hereto, anything herein to the contrary notwithstanding. Inconnection with the succession to the Trustee under this Agreement by any Person(i) into which the Trustee may be merged or consolidated, or (ii) which may beappointed as a successor to the Trustee, the Trustee shall notify the Depositorand the Securities Administrator of such succession or appointment and shallfurnish to the Depositor and the Securities Administrator in writing and in formand substance reasonably satisfactory to the Depositor and the SecuritiesAdministrator, all information reasonably necessary for the SecuritiesAdministrator to accurately and timely report, pursuant to Section 8.12(g), theevent under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reportsunder the Exchange Act are required to be filed under the Exchange Act). Section 8.10 Appointment of Co-Trustee or Separate Trustee.Notwithstanding any other provisions of this Agreement, at any time, for thepurpose of meeting any legal requirements of any jurisdiction in which any partof the Trust Fund or property securing any Mortgage Note may at the time belocated, the applicable Servicer and the Trustee acting jointly shall have thepower and shall execute and deliver all instruments to appoint one or morePersons approved by the Trustee to act as co-trustee or co-trustees jointly withthe Trustee, or separate trustee or separate trustees, of all or any part of theTrust Fund, and to vest in such Person or Persons, in such capacity and for thebenefit of the Certificateholders, such title to the Trust Fund or any partthereof, whichever is applicable, and, subject to the other provisions of thisSection 8.10, such powers, duties, obligations, rights and trusts as theapplicable Servicer and the Trustee may consider appropriate. If any Servicershall not have joined in such appointment within 15 days after the receipt bysuch Servicer of a request to do so, or in the case an Event of Default shallhave occurred and be continuing, the Trustee alone shall have the power to makesuch appointment. No co-trustee or separate trustee hereunder shall be requiredto meet the terms of eligibility as a successor trustee under Section 8.06 andno notice to Certificateholders of the appointment of any co-trustee or separatetrustee shall be required under Section 8.08. Every separate trustee and co-trustee shall, to the extent permittedby law, be appointed and act subject to the following provisions and conditions: (a) To the extent necessary to effectuate the purposes of thisSection 8.10, all rights, powers, duties and obligations conferred or imposedupon the Trustee, except for the obligation of the Trustee (as successor MasterServicer) under this Agreement to advance funds on behalf of the MasterServicer, shall be conferred or imposed upon and exercised or performed by theTrustee and such separate trustee or co-trustee jointly (it being understoodthat such separate trustee or co-trustee is not authorized to act separatelywithout the Trustee joining in such act), except to the extent that under anylaw of any jurisdiction in which any particular act or acts are to be performed(whether as Trustee hereunder or as successor to the Master Servicer hereunder),the Trustee shall be incompetent or unqualified to perform such act or acts, inwhich event such rights, powers, duties and obligations (including the holdingof title to the applicable Trust Fund or any portion thereof in any suchjurisdiction) shall be exercised and performed singly by such separate trusteeor co-trustee, but solely at the direction of the Trustee; (b) No trustee hereunder shall be held personally liable because ofany act or omission of any other trustee hereunder and such appointment shallnot, and shall not be deemed to, constitute any such separate trustee orco-trustee as agent of the Trustee; (c) The Trustee may at any time accept the resignation of or removeany separate trustee or co-trustee; and (d) The Trust Fund, and not the Trustee, shall be liable for thepayment of reasonable compensation, reimbursement and indemnification to anysuch separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall bedeemed to have been given to each of the separate trustees and co-trustees, whenand as effectively as if given to each of them. Every instrument appointing anyseparate trustee or co-trustee shall refer to this Agreement and the conditionsof this Article VIII. Each separate trustee and co-trustee, upon its acceptanceof the trusts conferred, shall be vested with the estates or property specifiedin 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 conductof, affecting the liability of, or affording protection to, the Trustee. Everysuch instrument shall be filed with the Trustee and a copy thereof given to eachServicer and the Depositor. Any separate trustee or co-trustee may, at any time, constitute theTrustee its agent or attorney-in-fact, with full power and authority, to theextent not prohibited by law, to do any lawful act under or in respect of thisAgreement on its behalf and in its name. If any separate trustee or co-trusteeshall 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 theTrustee, to the extent permitted by law, without the appointment of a new orsuccessor trustee. Section 8.11 Tax Matters. It is intended that the assets withrespect 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 theconduct of matters relating to such assets shall be such as to qualify suchassets as, a “real estate mortgage investment conduit” as defined in and inaccordance with the REMIC Provisions. In furtherance of such intention, theSecurities Administrator covenants and agrees that it shall act as agent (andthe Securities Administrator is hereby appointed to act as agent) on behalf ofeach Trust REMIC described in the Preliminary Statement and that in suchcapacity it shall: (a) prepare (and the Trustee shall sign) and file in a timelymanner, a U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return(Form 1066 or any successor form adopted by the Internal Revenue Service) andprepare (and the Trustee shall sign) and file with the Internal Revenue Serviceand applicable state or local tax authorities income tax or information returnsfor each taxable year with respect to each Trust REMIC described in thePreliminary Statement containing such information and at the times and in themanner as may be required by the Code or state or local tax laws, regulations,or rules, and furnish to Certificateholders the schedules, statements orinformation at such times and in such manner as may be required thereby; (b) within thirty days of the Closing Date, apply for an employeridentification number from the Internal Revenue Service via Form SS-4 or anyother acceptable method for all tax entities and shall also furnish to theInternal Revenue Service, on Form 8811 or as otherwise may be required by theCode, the name, title, address, and telephone number of the person that theHolders of the Certificates may contact for tax information relating thereto,together with such additional information as may be required by such Form, andupdate 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-TierREMIC-2, the Lower-Tier REMIC, the Upper-Tier REMIC and the Class X REMIC betreated as a REMIC on the federal tax return for its first taxable year (and, ifnecessary, under applicable state law); (d) prepare and forward to the Certificateholders and to theInternal Revenue Service and, if necessary, state tax authorities, allinformation returns and reports as and when required to be provided to them inaccordance with the REMIC Provisions, including the calculation of any originalissue discount using the prepayment assumption (as described in the ProspectusSupplement); (e) provide information necessary for the computation of tax imposedon the Transfer of a Residual Certificate to a Person that is not a PermittedTransferee (a “Non-Permitted Transferee”), or an agent (including a broker,nominee or other middleman) of a Non-Permitted Transferee, or a pass-throughentity in which a Non-Permitted Transferee is the record holder of an interest(the reasonable cost of computing and furnishing such information may be chargedto the Person liable for such tax); (f) to the extent that they are under its control, conduct mattersrelating to such assets at all times that any Certificates are Outstanding so asto maintain the status of each Trust REMIC as a REMIC under the REMICProvisions; (g) not knowingly or intentionally take any action or omit to takeany action that would cause the termination of the REMIC status of any TrustREMIC created hereunder; (h) pay, from the sources specified in the second to last paragraphof this Section 8.11, the amount of any federal or state tax, includingprohibited transaction taxes as described below, imposed on each Trust REMICbefore its termination when and as the same shall be due and payable (but suchobligation shall not prevent the Securities Administrator or any otherappropriate Person from contesting any such tax in appropriate proceedings andshall not prevent the Securities Administrator from withholding payment of suchtax, if permitted by law, pending the outcome of such proceedings); (i) cause federal, state or local income tax or information returnsto be signed by the Securities Administrator or, if required by applicable taxlaw, the Trustee or such other Person as may be required to sign such returns bythe Code or state or local laws, regulations or rules; and (j) maintain records relating to each of the Trust REMICs, includingthe income, expenses, assets, and liabilities thereof on a calendar year basisand on the accrual method of accounting and the fair market value and adjustedbasis 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 orinformation. The Holder of the largest Percentage Interest of the Class RXCertificates shall act as Tax Matters Person for the Class X REMIC, and theholder of the largest Percentage Interest of the Class R Certificates shall actas the Tax Matters Person for Pooling-Tier REMIC-2, the Lower-Tier REMIC and theUpper-Tier REMIC, and the Holder of the largest Percentage Interest of the ClassRC Certificates shall act as Tax Matters Person for Pooling-Tier REMIC-1, ineach case, within the meaning of Treasury Regulations Section 1.860F-4(d), andthe Securities Administrator is hereby designated as agent of suchCertificateholders for such purpose (or if the Securities Administrator is notso permitted, such Holder shall be the Tax Matters Person in accordance with theREMIC Provisions). In such capacity, the Securities Administrator shall, as andwhen necessary and appropriate, represent any Trust REMIC in any administrativeor judicial proceedings relating to an examination or audit by any governmentaltaxing authority, request an administrative adjustment as to any taxable year ofany Trust REMIC, enter into settlement agreements with any governmental taxingagency, extend any statute of limitations relating to any tax item of any TrustREMIC, and otherwise act on behalf of each Trust REMIC in relation to any taxmatter or controversy involving it. The Securities Administrator shall treat the rights of the Class PCertificateholders to receive Prepayment Premiums, the rights of the Class XCertificateholders to receive amounts from the Excess Reserve Fund Account, theSupplemental Interest Trust (subject to the obligation to pay Basis Risk CarryForward Amounts and, without duplication, Upper-Tier Carry Forward Amounts) andthe rights of the LIBOR Certificateholders to receive Basis Risk Carry ForwardAmounts and, without duplication, Upper-Tier Carry Forward Amounts as thebeneficial ownership of interests in a grantor trust and not as obligations ofany Trust REMIC created hereunder, for federal income tax purposes. TheSecurities Administrator shall file or cause to be filed with the InternalRevenue Service Form 1041 or such other form as may be applicable and shallfurnish or cause to be furnished, to the Class P, Class X Certificateholders andthe LIBOR Certificateholders, the respective amounts described above that arereceived, in the time or times and in the manner required by the Code. To enable the Securities Administrator to perform its duties underthis Agreement, the Depositor shall provide to the Securities Administratorwithin ten days after the Closing Date all information or data that theSecurities Administrator requests in writing and determines to be relevant fortax purposes to the valuations and offering prices of the Certificates,including the price, yield, prepayment assumption, and projected cash flows ofthe Certificates and the Mortgage Loans. Moreover, the Depositor shall provideinformation to the Securities Administrator concerning the value, if any, toeach Class of LIBOR Certificates of the right to receive Basis Risk CarryForward Amounts from the Excess Reserve Fund Account and Basis Risk CarryForward Amounts or Upper-Tier Carry Forward Amounts from the SupplementalInterest Trust. Thereafter, the Depositor shall provide to the SecuritiesAdministrator promptly upon written request therefor any additional informationor data that the Securities Administrator may, from time to time, reasonablyrequest to enable the Securities Administrator to perform its duties under thisAgreement; provided, however, that the Depositor shall not be required toprovide any information regarding the Mortgage Loans after the Closing Date orany information that the applicable Servicer is required to provide to theSecurities Administrator pursuant to this Agreement. The Depositor herebyindemnifies the Securities Administrator for any losses, liabilities, damages,claims, or expenses of the Securities Administrator arising from any errors ormiscalculations of the Securities Administrator that result from any failure ofthe Depositor to provide, pursuant to this paragraph, accurate information ordata to the Securities Administrator on a timely basis. None of the Servicers, the Trustee, the Master Servicer or theSecurities Administrator shall (i) cause the creation of any interests in anyTrust REMIC other than the regular and residual interests set forth in thePreliminary Statement, (ii) receive any amount representing a fee or othercompensation for services (except as otherwise permitted by this Agreement) or(iii) otherwise knowingly or intentionally take any action, cause the Trust Fundto take any action or fail to take (or fail to cause to be taken) any actionreasonably within its control and the scope of duties more specifically setforth herein, that, under the REMIC Provisions, if taken or not taken, as thecase 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 inSection 860F(a)(2) of the Code and the tax on contributions to a REMIC set forthin Section 860G(d) of the Code, or the tax on “net income from foreclosureproperty”) unless the Securities Administrator receives an Opinion of Counsel(at the expense of the party seeking to take such action or, if such party failsto pay such expense, at the expense of the Trust Fund, but in no event at theexpense of the Securities Administrator) to the effect that the contemplatedaction will not, with respect to the Trust Fund, result in the imposition of atax upon any Trust REMIC created hereunder or endanger the status of any TrustREMIC. If any tax is imposed on “prohibited transactions” of any TrustREMIC as defined in Section 860F(a)(2) of the Code, on the “net income fromforeclosure 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 Daypursuant 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 Sections23153 and 24874 of the California Revenue and Taxation Code, if not paid asotherwise provided for herein, the tax shall be paid by (i) the Trustee, theMaster Servicer or the Securities Administrator, respectively, if such taxarises out of or results from negligence of the Trustee, the Master Servicer orthe Securities Administrator, as applicable, in the performance of any of itsobligations under this Agreement, (ii) the applicable Servicer, in the case ofany such minimum tax, and otherwise if such tax arises out of or results from abreach by such Servicer of any of its obligations under this Agreement, (iii)the Sponsor if such tax arises out of or results from the Sponsor’s obligationto repurchase a Mortgage Loan pursuant to the Representations and WarrantiesAgreement, (iv) the applicable Original Loan Seller if such tax arises out of orresults from the applicable Original Loan Seller’s obligation to repurchase aMortgage Loan pursuant to Section 2.03 or (v) in all other cases, or if theTrustee, the Master Servicer, the Securities Administrator, the applicableServicer, the applicable Original Loan Seller or the Sponsor fails to honor itsobligations under the preceding clause (i), (ii), (iii) or (iv), any such taxwill 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 SecuritiesAdministrator shall act in accordance with this Agreement and shall comply withany directions of the Depositor or the applicable Servicer as provided herein soas to assure such continuing treatment. The Securities Administrator shall not(a) sell or permit the sale of all or any portion of the Mortgage Loans unlesspursuant to a repurchase or substitution in accordance with this Agreement, orof any investment of deposits in an Account, and (b) accept any contribution toany Trust REMIC after the Startup Day without receipt of a REMIC Opinion. Section 8.12 Periodic Filings. (a) The Securities Administrator, theMaster Servicer and each Servicer shall reasonably cooperate with the Depositorin connection with the reporting requirements of the Trust under the ExchangeAct. The Securities Administrator shall prepare for execution by the Depositorany Forms 8-K, 10-D and 10-K required by the Exchange Act and the rules andregulations of the Commission thereunder, in order to permit the timely filingthereof pursuant to the terms of this Section 8.12, and the SecuritiesAdministrator shall file (via the Commission’s Electronic Data Gathering andRetrieval System) such Forms executed by the Depositor. The SecuritiesAdministrator shall have no duty to verify information received by it from otherPersons (other than Subcontractors utilized by the Securities Administrator) inconnection with its duties under this Section 8.12. (b) Within 15 calendar days after each Distribution Date (subject topermitted extensions under the Exchange Act), the Securities Administrator shallprepare and file on behalf of the Trust any Form 10-D required by the ExchangeAct, in form and substance as required by the Exchange Act. The SecuritiesAdministrator shall file each Form 10-D with a copy of the related MonthlyStatement attached thereto. Any disclosure in addition to the Monthly Statementthat is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)shall be prepared by the party responsible for preparing such disclosure as setforth on Exhibit U hereto and the Securities Administrator shall compile suchdisclosure pursuant to the following paragraph. The Depositor will approve, asto form and substance, or disapprove, as the case may be, the inclusion of theAdditional Form 10-D Disclosure on Form 10-D. The Securities Administrator willhave no duty or liability for any failure hereunder to determine or prepare anyAdditional Form 10-D Disclosure, except as set forth in the next paragraph. As set forth on Exhibit U hereto, within 5 calendar days after therelated Distribution Date, certain parties to this Agreement shall be requiredto provide to the Securities Administrator and the Depositor, to the extentknown by such applicable parties, any Additional Form 10-D Disclosure, ifapplicable. The Securities Administrator shall compile all such informationprovided to it in a Form 10-D prepared by it. After preparing the Form 10-D, the Securities Administrator shallforward electronically a draft copy of the Form 10-D to the Depositor forreview, verification and execution by the Depositor. No later than 3 BusinessDays prior to the 15th calendar day after the related Distribution Date, anofficer of the Depositor shall sign the Form 10-D and return an electronic orfax copy of such signed Form 10-D (with an original executed hard copy to followby overnight mail) to the Securities Administrator. If a Form 10-D cannot befiled on time or if a previously filed Form 10-D needs to be amended, theSecurities Administrator will follow the procedures set forth in Section8.12(f)(ii). The signing party at the Depositor can be contacted at theDepositor’s address for notices set forth in Section 10.05(b)(2)(a), or suchother address as to which the Depositor has provided prior written notice to theSecurities Administrator. The Depositor acknowledges that the performance by theSecurities Administrator of its duties under this Section 8.12(b) related to thetimely preparation and filing of Form 10-D is contingent upon each Servicer, theSecurities Administrator, the Master Servicer, the Depositor and any otherPerson obligated to provide Additional Form 10-D Disclosure as set forth onExhibit U hereto observing all applicable deadlines in the performance of theirduties under this Section 8.12(b). Promptly (but no later than one Business Day)after filing with the Commission, the Securities Administrator will makeavailable on its internet website a final executed copy of each Form 10-D filedby the Securities Administrator. The Securities Administrator shall have noliability for any loss, expense, damage, or claim arising out of or with respectto any failure to properly prepare and/or timely file such Form 10-D, where suchfailure results from the Securities Administrator’s inability or failure toobtain or receive, on a timely basis, any information from any party hereto(other than the Securities Administrator or any Subcontractor utilized by theSecurities Administrator) needed to prepare, arrange for execution or file suchForm 10-D, not resulting from its own negligence, bad faith or willfulmisconduct. (c) Within 90 days after the end of each fiscal year of the Trust orsuch earlier date as may be required by the Exchange Act (the “10-K FilingDeadline”), commencing in March 2007, the Securities Administrator shall prepareand file on behalf of the Trust a Form 10-K, in form and substance as requiredby the Exchange Act. Each such Form 10-K shall include the following items, ineach case to the extent they have been delivered to the Securities Administratorwithin the applicable time frames set forth in this Agreement, (i) an annualcompliance statement for the applicable Servicer and each Subservicer engaged bysuch Servicer, as described under Section 3.22, (ii)(A) the annual reports onassessment of compliance with applicable servicing criteria for the SecuritiesAdministrator, the Master Servicer, the applicable Servicer, each Custodian,each Subservicer engaged by such Servicer and each Servicing FunctionParticipant utilized by such Servicer, the Master Servicer or the SecuritiesAdministrator, as described under Section 3.23 and (B) if any such report onassessment of compliance with servicing criteria described under Section 3.23identifies any material instance of noncompliance, disclosure identifying suchinstance of noncompliance, or such report on assessment of compliance withservicing criteria described under Section 3.23 is not included as an exhibit tosuch Form 10-K, disclosure that such report is not included and an explanationwhy such report is not included, (iii)(A) the registered public accounting firmattestation report for the Securities Administrator, the Master Servicer, theapplicable Servicer, the applicable Custodian (if the Trust is subject toExchange Act Reports for such fiscal year), each Subservicer engaged by suchServicer and each Servicing Function Participant utilized by such Servicer, theMaster Servicer or the Securities Administrator, as described under Section3.23, and (B) if any registered public accounting firm attestation reportdescribed under Section 3.23 identifies any material instance of noncompliance,disclosure identifying such instance of noncompliance, or if any such registeredpublic accounting firm attestation report is not included as an exhibit to suchForm 10-K, disclosure that such report is not included and an explanation whysuch report is not included, and (iv) a certification in the form attachedhereto as Exhibit O, with such changes as may be necessary or appropriate as aresult of changes promulgated by the Commission (the “Sarbanes Certification”),which shall be signed by the senior officer of the Depositor in charge ofsecuritization. Any disclosure or information in addition to (i) through (iv)above that is required to be included on Form 10-K (“Additional Form 10-KDisclosure”) shall be prepared by party responsible for preparing suchdisclosure as set forth on Exhibit V hereto, and the Securities Administratorshall compile such disclosure pursuant to the following paragraph. The Depositorwill approve, as to form and substance, or disapprove, as the case may be, theinclusion of the Additional Form 10-K Disclosure on Form 10-K. The SecuritiesAdministrator will have no duty or liability for any failure hereunder todetermine or prepare any Additional Form 10-K Disclosure, except as set forth inthe next paragraph. As set forth on Exhibit V hereto, no later than March 15th of eachyear that the Trust is subject to the Exchange Act reporting requirements,commencing in 2007, certain parties to this Agreement shall be required toprovide to the Securities Administrator and the Depositor, to the extent knownby such applicable parties, any Additional Form 10-K Disclosure, if applicable.The Securities Administrator shall compile all such information provided to itin a Form 10-K prepared by it. After preparing the Form 10-K, the Securities Administrator shallforward electronically a draft copy of the Form 10-K to the Depositor forreview, verification and execution by the Depositor. No later than 5:00 p.m. ESTon the 4th Business Day prior to the 10-K Filing Deadline, an officer of theDepositor shall sign the Form 10-K and return an electronic or fax copy of suchsigned Form 10-K (with an original executed hard copy to follow by overnightmail) to the Securities Administrator. If a Form 10-K cannot be filed on time orif a previously filed Form 10-K needs to be amended, the SecuritiesAdministrator will follow the procedures set forth in Section 8.12(f)(ii). Thesigning party at the Depositor can be contacted at the Depositor’s address fornotices set forth in Section 10.05(b)(2)(a), or such other address as to whichthe Depositor has provided prior written notice to the Securities Administrator.The Depositor acknowledges that the performance by the Securities Administratorof its duties under this Section 8.12(c) related to the timely preparation andfiling of Form 10-K is contingent upon each Servicer (and any Subservicer orServicing Function Participant engaged by a Servicer) and the Depositor and anyother Person obligated to provide Additional Form 10-K Disclosure as set forthon Exhibit V hereto, observing all applicable deadlines in the performance oftheir duties under this Section 8.12(c), Section 8.12(d), Section 3.22 andSection 3.23. Promptly (but no later than one Business Day) after filing withthe Commission, the Securities Administrator will make available on its internetwebsite a final executed copy of each Form 10-K filed by the SecuritiesAdministrator. The Securities Administrator shall have no liability for anyloss, expense, damage or claim arising out of or with respect to any failure toproperly prepare and/or timely file such Form 10-K, where such failure resultsfrom the Securities Administrator’s inability or failure to obtain or receive,on a timely basis, any information from any party hereto (other than theSecurities Administrator or any Subcontractor utilized by the SecuritiesAdministrator) needed to prepare, arrange for execution or file such Form 10-K,not resulting from its own negligence, bad faith or willful misconduct. (d) In connection with the execution of a Sarbanes Certification,the Securities Administrator shall sign a certification (in the form attachedhereto as Exhibit P, with such changes as may be necessary or appropriate as aresult of changes promulgated by the Commission) for the benefit of theDepositor and its officers, directors and Affiliates, each Servicer shall sign acertification solely with respect to such Servicer (in the form attached heretoas Exhibit Q-1, with such changes as may be necessary as a result of changespromulgated by the Commission) for the benefit of the Depositor, the SecuritiesAdministrator and their respective officers, directors and Affiliates and theapplicable Subservicer shall sign a certification solely with respect to suchSubservicer (in the form attached hereto as Exhibit Q-2, with such changes asmay be necessary or appropriate as a result of changes promulgated by theCommission) for the benefit of the Depositor, the Securities Administrator andtheir respective officers, directors and Affiliates and the Master Servicershall sign a certification solely with respect to the Master Servicer (in theform attached hereto as Exhibit Q-3, with such changes as may be necessary as aresult of changes promulgated by the Commission) for the benefit of theDepositor, the Securities Administrator and their respective officers, directorsand Affiliates. Each such certification shall be delivered to the Depositor nolater than March 15th of each year (or if such day is not a Business Day, theimmediately preceding Business Day) and the Depositor shall deliver the SarbanesCertification no later than the time set forth for the delivery to theSecurities Administrator of the signed Form 10-K pursuant to Section 8.12(d) forsuch year. In the event that prior to the filing date of the Form 10-K in Marchof each year, the Securities Administrator or the applicable Servicer has actualknowledge of information material to the Sarbanes Certification, that partyshall promptly notify the Depositor and each of the other parties signing thecertifications. In addition, (i) the Securities Administrator shall indemnifyand hold harmless the Depositor, the Servicers and the Sponsor and theirofficers, directors, employees, agents and Affiliates from and against anylosses, damages, penalties, fines, forfeitures, reasonable and necessary legalfees and related costs, judgments and other costs and expenses arising out of orbased upon any breach of the Securities Administrator’s obligations under thisSection 8.12(d) or any material misstatement or material omission contained inany information, report, certification or other material provided in written orelectronic form pursuant to Section 3.23 and 8.12 of this Agreement and ExhibitsU, V and W to this Agreement provided by or on behalf of the SecuritiesAdministrator or any Subcontractor utilized by the Securities Administrator(excluding any information, report, certification or other materials provided inwritten or electronic form by or on behalf of any Person other than theSecurities Administrator or any Subcontractor utilized by the SecuritiesAdministrator) or negligence, bad faith or willful misconduct in connectiontherewith, and (ii) each Servicer shall indemnify and hold harmless theDepositor, the Sponsor, the Securities Administrator and their respectiveofficers, directors, employees, agents and Affiliates from and against anylosses, damages, penalties, fines, forfeitures, reasonable and necessary legalfees and related costs, judgments and other costs and expenses arising out of orbased upon any breach of such Servicer’s obligations under this Section 8.12(d)or any material misstatement, omission, negligence, bad faith or willfulmisconduct of such Servicer in connection therewith. If the indemnificationprovided for herein is unavailable or insufficient to hold harmless anyindemnified party, then (i) the Securities Administrator agrees in connectionwith a breach of the Securities Administrator’s obligations under this Section8.12(d) or any material misstatement or material omission contained in anyinformation, report, certification or other material provided in written orelectronic form pursuant to Section 3.23 and 8.12 of this Agreement and ExhibitsU, V and W to this Agreement provided by or on behalf of the SecuritiesAdministrator or any Subcontractor utilized by the Securities Administrator(excluding any information, report, certification or other materials provided inwritten or electronic form by or on behalf of any Person other than theSecurities Administrator or any Subcontractor utilized by the SecuritiesAdministrator) or negligence, bad faith or willful misconduct in connectiontherewith that it shall contribute to the amount paid or payable by theDepositor and the Sponsor as a result of the losses, claims, damages orliabilities of the Depositor and the Sponsor in such proportion as isappropriate to reflect the relative fault of the Depositor and the Sponsor onthe one hand and the Securities Administrator on the other and (ii) theapplicable Servicer agrees that it shall contribute to the amount paid orpayable by such indemnified party as a result of the losses, claims, damages orliabilities of such indemnified party in such proportion as is appropriate toreflect the relative fault of such indemnified party, on the one hand, and thesuch Servicer, on the other hand, in connection with a breach of the suchServicer’s obligations under this Section 8.12(d) or any material misstatementor omission, negligence, bad faith or willful misconduct of such Servicer inconnection therewith. (e) Upon any filing with the Commission, the SecuritiesAdministrator shall promptly deliver to the Depositor a copy of each suchexecuted report, statement or information. (f) (i) The obligations set forth in paragraphs (a) through (d) ofthis Section shall only apply with respect to periods for which reports arerequired to be filed with respect to the Trust under the Exchange Act. Prior toJanuary 30 of the first year in which the Securities Administrator is able to doso under applicable law, the Securities Administrator shall prepare and file aForm 15 Suspension Notification with respect to the Trust, with a copy to theDepositor. At any time after the filing of a Form 15 Suspension Notification, ifthe number of Holders of the Offered Certificates of record exceeds the numberset forth in Section 15(d) of the Exchange Act or the regulations promulgatedpursuant thereto which would cause the Trust to again become subject to thereporting requirements of the Exchange Act, the Securities Administrator shallrecommence preparing and filing reports on Form 10-K, 10-D and 8-K as requiredpursuant to this Section 8.12 and the parties hereto shall again have theobligations set forth in this Section. (ii) In the event that the Securities Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, 10-D or 10-K required to be filed pursuant to this Agreement because required disclosure information was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Securities Administrator will immediately notify the Depositor and the Servicers. In the case of Form 10-D and 10-K, the Depositor, the Servicers and the Securities Administrator will thereupon cooperate to prepare a Form 12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange Act and the Securities Administrator shall file in accordance with this Agreement. In the case of Form 8-K, the Securities Administrator will, upon receipt of all disclosure information required to be included on Form 8-K, include such disclosure information on the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the party to this Agreement deciding that an amendment to such Form 8-K, 10-D or 10-K is required will notify the Depositor, the Securities Administrator and the Servicers and such parties will cooperate to prepare any necessary Form 8-KA, 10-DA or 10-KA. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be signed by an officer of the Depositor. The Depositor acknowledges that the performance by the Securities Administrator of its duties under this Section 8.12(f) related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K is contingent upon the Servicers and the Depositor observing all applicable deadlines in the performance of their duties under this Section 8.12 and Sections 3.22 and 3.23. The Securities Administrator shall have no liability for any loss, expense, damage or claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, where such failure results from the Securities Administrator’s inability or failure to obtain or receive, on a timely basis, any information from any party hereto (other than the Securities Administrator or any Subcontractor utilized by the Securities Administrator) needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its own negligence, bad faith or willful misconduct. (g) Within four (4) Business Days after the occurrence of an eventrequiring disclosure on Form 8-K (each such event, a “Reportable Event”), andalso if requested by the Depositor, the Securities Administrator shall prepareand file on behalf of the Trust any Form 8-K, as required by the Exchange Act,provided that the Depositor shall file the initial Form 8-K in connection withthe issuance of the Certificates. Any disclosure or information related to aReportable Event or that is otherwise required to be included on Form 8-K (“Form8-K Disclosure Information”) shall be prepared by the party responsible forpreparing such disclosure as set forth on Exhibit W hereto and compiled by theSecurities Administrator pursuant to the following paragraph. The Depositor willapprove, as to form and substance, or disapprove, as the case may be, theinclusion of the Additional Form 8-K Disclosure on Form 8-K. The SecuritiesAdministrator will have no duty or liability for any failure hereunder todetermine or prepare any Form 8-K Disclosure Information or any Form 8-K, exceptas set forth in the next paragraph. As set forth on Exhibit W hereto, for so long as the Trust issubject to the Exchange Act reporting requirements, no later than noon (Easterntime) on the 2nd Business Day after the occurrence of a Reportable Event,certain parties to this Agreement shall be required to provide to the Depositorand the Securities Administrator, to the extent known by such applicableparties, any Form 8-K Disclosure Information, if applicable. The SecuritiesAdministrator shall compile all such information provided to it in a Form 8-Kprepared by it. After preparing the Form 8-K, the Securities Administrator shallforward electronically a draft copy of the Form 8-K to the Depositor for review,verification and execution by the Depositor. No later than the end of the 4thBusiness Day after the Reportable Event, an officer of the Depositor shall signthe Form 8-K and return an electronic or fax copy of such signed Form 8-K (withan original executed hard copy to follow by overnight mail) to the SecuritiesAdministrator. If a Form 8-K cannot be filed on time or if a previously filedForm 8-K needs to be amended, the Securities Administrator will follow theprocedures set forth in Section 8.12(f)(ii). The signing party at the Depositorcan be contacted at the Depositor’s address for notices set forth in Section10.05(b)(2)(a), or such other address as to which the Depositor has providedprior written notice to the Securities Administrator. The Depositor acknowledgesthat the performance by the Securities Administrator of its duties under thisSection 8.12(g) related to the timely preparation and filing of Form 8-K iscontingent upon each Servicer, the Depositor and any other Person obligated toprovide Form 8-K Disclosure Information as set forth on Exhibit W hereto,observing all applicable deadlines in the performance of their duties under thisSection 8.12(g). Promptly (but no later than one Business Day) after filing withthe Commission, the Securities Administrator will make available on its internetwebsite a final executed copy of each Form 8-K filed by the SecuritiesAdministrator. The Securities Administrator shall have no liability for anyloss, expense, damage or claim arising out of or with respect to any failure toproperly prepare and/or timely file such Form 8-K, where such failure resultsfrom the Securities Administrator’s inability or failure to obtain or receive,on a timely basis, any information from any party hereto (other than theSecurities Administrator or any Subcontractor utilized by the SecuritiesAdministrator) needed to prepare, arrange for execution or file such Form 8-K,not resulting from its own negligence, bad faith or willful misconduct. (h) The Securities Administrator shall have no liability for anyloss, expense, damage or claim arising out of or resulting from (i) the accuracyor inaccuracy of any Additional Form 10-D Disclosure, Additional Form 10-KDisclosure or Form 8-K Disclosure Information (excluding any information thereinprovided by the Securities Administrator or any Subcontractor utilized by theSecurities Administrator) provided to the Securities Administrator in connectionwith the preparation of Forms 10-D, 10-K and 8-K pursuant to this Section 8.12,or (ii) the failure of the Depositor to timely execute and return for filing anyForms 10-D, 10-K and 8-K required to be filed by the Securities Administratorpursuant to this Section 8.12, in either case, not resulting from the SecuritiesAdministrator’s own negligence, bad faith or misconduct. Section 8.13 Tax Treatment of Upper-Tier Carry Forward Amounts,Basis Risk Carry Forward Amounts, the Supplemental Interest Trust and theInterest Rate Swap Agreement. The Securities Administrator shall treat therights that each Class of LIBOR Certificates has to receive payments ofUpper-Tier Carry Forward Amounts and, to the extent not paid from the ExcessReserve Fund Account, Basis Risk Carry Forward Amounts from the SupplementalInterest Trust (together with Basis Risk Carry Forward Amounts from the ExcessReserve Fund Account) as rights to receive payments under a limited recourseinterest rate cap contract written by the Class X Certificateholders in favor ofeach such Class. Accordingly, each Class of Certificates (excluding the Class X,Class P and the Residual Certificates) will be comprised of two components – anUpper-Tier Regular Interest and an interest in an interest rate cap contract,and the Class X Certificate will be comprised of four components – two Class XREMIC Regular Interests (the Class X Interest and the Class IO Interest),ownership of the Excess Reserve Fund Account, subject to an obligation to payBasis Risk Carry Forward Amounts and ownership of the Supplemental InterestTrust (including the Interest Rate Swap Agreement), subject to the obligation topay Upper-Tier Carry Forward Amounts and, without duplication, Basis Risk CarryForward Amounts. The Securities Administrator shall allocate the issue price fora Class of LIBOR Certificates among the respective components for purposes ofdetermining the issue price of the Upper-Tier Regular Interest component basedon information received from the Depositor. Unless otherwise advised by theDepositor in writing, for federal income tax purposes, the SecuritiesAdministrator is hereby directed to assign a value of zero to the right of eachHolder of a LIBOR Certificate to receive the related Upper-Tier Carry ForwardAmounts and, without duplication, the related Basis Risk Carry Forward Amountfor purposes of allocating the purchase price of an initial LIBORCertificateholder between such rights and the related Upper-Tier RegularInterest. Holders of LIBOR Certificates shall also be treated as having agreedto pay, on each Distribution Date, to the Holders of the Class X Certificates anaggregate amount equal to the excess, if any, of (i) Net Swap Payments and SwapTermination Payments (other than Defaulted Swap Termination Payments) over (ii)the sum of amounts payable on the Class X Interest available for such paymentsand amounts payable on the Class IO Interest (such excess, a “Class IOShortfall”), first from interest and then from principal distributable on theLIBOR Certificates. A Class IO Shortfall payable from interest collections shallbe allocated pro rata among such LIBOR Certificates based on the amount ofinterest otherwise payable to such Class of LIBOR Certificates, and a Class IOShortfall payable from principal collections shall be allocated in reversesequential order beginning with the most subordinate Class of LIBOR Certificatesthen Outstanding. Any payments of Class IO Shortfalls shall be treated for taxpurposes as having been received by the Holders of such Class of LIBORCertificates in respect of the corresponding Upper-Tier Regular Interest and ashaving been paid by such Holders to the Holders of the Class X Certificatesthrough the Supplemental Interest Trust. Section 8.14 Custodial Responsibilities. (a) Each Custodian shallprovide access to the Mortgage Loan Documents in possession of the applicableCustodian regarding the related Mortgage Loans and REO Property and theservicing thereof to the Trustee, the Certificateholders, the FDIC, and thesupervisory agents and examiners of the FDIC, such access being afforded onlyupon reasonable prior written request and during normal business hours at theoffice of the applicable Custodian. Each Custodian shall allow representativesof the above entities to photocopy any of the records and documentation andshall provide equipment for that purpose at the expense of the person requestingsuch access. (b) Each Custodian may resign from its obligations hereunder upon 60days’ prior written notice to the Trustee, the Depositor, the SecuritiesAdministrator and the Servicers. Such resignation shall take effect upon (i) theappointment of a successor Custodian reasonably acceptable to the Depositorwithin such 60 day period; and (ii) delivery of all Mortgage Loan Files to thesuccessor Custodian. The Trustee shall have the right, but not the obligation,to become the successor Custodian. If no successor Custodian is appointed within60 days after written notice of such Custodian’s resignation is received by theTrustee, the applicable Custodian may petition a court of competent jurisdictionto appoint a successor Custodian. Upon such resignation and appointment of successor Custodian, theapplicable Custodian shall, at such Custodian’s expense, promptly transfer tothe successor Custodian, as directed in writing by the Trustee, all applicableMortgage Files being administered under this Agreement. Notwithstanding theforegoing, the Trust Fund, not the applicable Custodian, shall bear the costsrelating to the transfer of Mortgage Files if such Custodian shall resign withcause (including such Custodian’s resignation due to the failure of suchCustodian to be paid all fees due to such Custodian hereunder). (c) For so long as reports are required to be filed with theCommission under the Exchange Act with respect to the Trust, each Custodianshall not utilize any Subcontractor for the performance of its duties hereunderif such Subcontractor would be “participating in the servicing function” withinthe meaning of Item 1122 of Regulation AB without the prior written consent ofthe Depositor, in its sole discretion. (d) Each Custodian shall indemnify the Depositor, the Sponsor, theSecurities Administrator and any director, officer, employee, agent andaffiliate of the Depositor, the Sponsor or the Securities Administrator and holdthem 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 wayrelated to (i) the failure of the applicable Custodian to deliver when requiredany assessment of compliance required to be delivered by the applicableCustodian or (ii) any material misstatement or omission contained in anyassessment of compliance provided to be delivered by the applicable Custodian.This indemnity shall survive the termination of this Agreement or the earlierresignation or removal of the applicable Custodian. (e) Notwithstanding anything in this Agreement to the contrary, noCustodian shall be required to deliver, or to cause to be delivered, anassessment of compliance or accountant’s attestation report pursuant to Section3.23 for any fiscal year of the Trust in which the Custodian’s Weighted AveragePercentage is 5% or less. The “Custodian’s Weighted Average Percentage” means,for each fiscal year of the Trust and each Custodian, the quotient, expressed asa percentage, of (A) the aggregate of the Stated Principal Balance for eachDistribution Date in such fiscal year of the Mortgage Loans for which suchCustodian acted as Custodian divided by (B) the aggregate of the Pool StatedPrincipal Balance for each Distribution Date in such fiscal year. (f) As compensation for its activities under this Agreement, theCustodians shall be paid their fee by the Securities Administrator from theSecurities Administrator’s own funds pursuant to a separate fee schedule. TheCustodians shall have no lien on the Trust Fund for the payment of such fees. Section 8.15 Limitations on Custodial Responsibilities. (a) Each Custodian shall be under no duty or obligation to inspect,review or examine the Mortgage Files to determine that the contents thereof areappropriate for the represented purpose or that they have been actually recordedor that they are other than what they purport to be on their face. (b) Each Custodian shall not be responsible for preparing or filingany reports or returns relating to federal, state or local income taxes withrespect to this Agreement, other than for such Custodian’s compensation or forreimbursement of expenses. (c) Each Custodian shall not be responsible or liable for, and makesno representation or warranty with respect to, the validity, adequacy orperfection or any lien upon or security interest in any Mortgage File. (d) The duties and obligations of each Custodian shall only be suchas are expressly set forth in this Agreement or as set forth in a writtenamendment to this Agreement executed by the parties hereto or their successorsand assigns. In the event that any provision of this Agreement implies orrequires that action or forbearance be taken by a party, but is silent as towhich party has the duty to act or refrain from acting, the parties agree thateach Custodian shall not be the party required to take the action or refrainfrom acting. In no event shall any Custodian have any responsibility toascertain or take action except as expressly provided herein. (e) Each Custodian makes no representations and shall have noresponsibilities (except as expressly set forth herein) as to the validity,sufficiency, value, genuineness, ownership or transferability of any of theConduit Mortgage Loans, and shall not be required to and shall not make anyrepresentations as to the validity, value or genuineness of the Conduit MortgageLoans. (f) Each Custodian shall not be liable for any error of judgment, orfor any act done or step taken or omitted by it, in good faith, or for anymistake of fact or law, or for anything that it may do or refrain from doing inconnection therewith, except in the case of its negligent performance oromission or its bad faith or willful misfeasance. (g) Each Custodian shall not be responsible to verify (i) thevalidity, legality, enforceability, sufficiency, due authorization orgenuineness of any document in the Mortgage File or of any Conduit MortgageLoans or (ii) the collectibility, insurability, effectiveness including theauthority or capacity of any Person to execute or issue any document in theMortgage File, or suitability of any Conduit Mortgage Loans unless specifiedotherwise in this Agreement. (h) Each Custodian shall have no obligation to verify the receipt ofany such documents the existence of which was not made known to such Custodianby receipt of the Mortgage File. (i) Each Custodian shall have no obligation to determine whether therecordation of any document is necessary. (j) In no event shall any Custodian or its directors, affiliates,officers, agents, and employees be held liable for any special, indirect orconsequential damages resulting from any action taken or omitted to be taken byit or them hereunder or in connection herewith even if advised of thepossibility of such damages. (k) Any Person into which the applicable Custodian may be merged orconsolidated, or any Person resulting from any merger or consolidation to whichthe applicable Custodian shall be a party, or any person succeeding to thebusiness of such Custodian, shall be the successor of such Custodian hereunderwithout the execution or filing of any paper or any further act on the part ofany of the parties hereto anything herein to the contrary notwithstanding. ARTICLE IX ADMINISTRATION OF THE MORTGAGE LOANS BY THE MASTER SERVICER Section 9.01 Duties of the Master Servicer; Enforcement ofServicer’s Obligations. (a) The Master Servicer, on behalf of the Trustee, theSecurities Administrator, the Depositor and the Certificateholders, shallmonitor the performance of each Servicer’s obligations under this Agreement, and(except as set forth below) shall use its reasonable good faith efforts to causesuch Servicer to duly and punctually perform its duties and obligationshereunder. Upon the occurrence of an Event of Default of which a ResponsibleOfficer of the Master Servicer has actual knowledge, the Master Servicer shallpromptly notify the Securities Administrator and the Trustee and shall specifyin such notice the action, if any, the Master Servicer plans to take in respectof such default. So long as an Event of Default shall occur and be continuing,the Master Servicer shall take the actions specified in Article VII. If (i) a Servicer reports a delinquency on a monthly report and (ii)such Servicer, by 11 a.m. (New York Time) on the related Remittance Date,neither makes an Advance nor provides the Securities Administrator and theMaster Servicer with an Officer’s Certificate certifying that such an Advancewould be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance, thenthe Master Servicer shall deposit in the Distribution Account not later than theBusiness Day immediately preceding the related Distribution Date an Advance inan amount equal to the difference between (x) with respect to each MonthlyPayment due on a Mortgage Loan that is delinquent (other than Relief ActInterest Shortfalls) and for which the related Servicer was required to make anAdvance pursuant to this Agreement and (y) amounts deposited in the CollectionAccount to be used for Advances with respect to such Mortgage Loan, except tothe extent the Master Servicer determines any such Advance to be aNonrecoverable P&I Advance or Nonrecoverable Servicing Advance. Subject to theforegoing and Section 7.02, the Master Servicer shall continue to make suchAdvances for so long as the related Servicer is required to do so under thisAgreement. If applicable, on the Business Day immediately preceding theDistribution Date, the Master Servicer shall deliver an Officer’s Certificate tothe Trustee stating that the Master Servicer elects not to make an Advance in astated amount and detailing the reason(s) it deems the Advance to be aNonrecoverable P&I Advance or Nonrecoverable Servicing Advance. Any amountsdeposited by the Master Servicer pursuant to this Section 9.01 shall be net ofthe Servicing Fee for the related Mortgage Loans. (b) The Master Servicer shall pay the costs of monitoring theServicers as required hereunder (including costs associated with (i) terminationof any Servicer, (ii) the appointment of a successor servicer or (iii) thetransfer to and assumption of, the servicing by the Master Servicer) and shall,to the extent permitted hereunder, seek reimbursement therefor initially fromthe terminated Servicer. In the event the full costs associated with thetransition of servicing responsibilities to the Master Servicer are not paid forby the predecessor or successor Servicer (provided such successor Servicer isnot the Master Servicer), the Master Servicer may be reimbursed therefor by theTrust for out-of-pocket costs incurred by the Master Servicer associated withany such transfer of servicing duties from the Servicer to the Master Serviceror any other successor servicer. (c) If the Master Servicer assumes the servicing with respect to anyof the Mortgage Loans, it will not assume liability for the representations andwarranties of any Servicer it replaces or for any errors or omissions of suchServicer. (d) Neither the Depositor nor the Securities Administrator shallconsent to the assignment by any Servicer of such Servicer’s rights andobligations under this Agreement without the prior written consent of the MasterServicer, which consent shall not be unreasonably withheld. Section 9.02 Maintenance of Fidelity Bond and Errors and OmissionsInsurance. The Master Servicer, at its expense, shall maintain in effect ablanket fidelity bond and an errors and omissions insurance policy, affordingcoverage with respect to all directors, officers, directors, employees and otherPersons acting on such Master Servicer’s behalf, and covering errors andomissions in the performance of the Master Servicer’s obligations hereunder. Theerrors and omissions insurance policy and the fidelity bond shall be in suchform and amount generally acceptable for entities serving as master servicers ortrustees. Section 9.03 Representations and Warranties of the Master Servicer.(a) The Master Servicer hereby represents and warrants to the Servicers, theDepositor, the Securities Administrator, the Custodians and the Trustee, for thebenefit of the Certificateholders, as of the Closing Date that: (i) it is a national banking association validly existing and in good standing under the laws of the United States of America, and as Master Servicer has full power and authority to transact any and all business contemplated by this Agreement and to execute, deliver and comply with its obligations under the terms of this Agreement, the execution, delivery and performance of which have been duly authorized by all necessary corporate action on the part of the Master Servicer; (ii) the execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of this Agreement will not (A) violate the Master Servicer’s charter or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Master Servicer is a party or by which it is bound or to which any of its assets are subject, which violation, default or breach would materially and adversely affect the Master Servicer’s ability to perform its obligations under this Agreement; (iii) this Agreement constitutes, assuming due authorization, execution and delivery hereof by the other respective parties hereto, a legal, valid and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (iv) the Master Servicer is not in default with respect to any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency to the extent that any such default would materially and adversely affect its performance hereunder; (v) the Master Servicer is not a party to or bound by any agreement or instrument or subject to any charter provision, bylaw or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that may materially and adversely affect its ability as Master Servicer to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by the Master Servicer of its obligations under this Agreement; (vi) no litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would prohibit its entering into this Agreement or performing its obligations under this Agreement; (vii) [Reserved]; (viii) no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of or compliance by the Master Servicer with this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations and orders (if any) as have been obtained; and (ix) the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Master Servicer. (b) Section 11.01(a) of this Agreement provides that Avelo, at itsoption, may purchase (or, if Avelo is no longer acting as a Servicer of any ofthe Mortgage Loans, the Depositor, at its option, may request the MasterServicer to solicit bids in a commercially reasonable manner, on or after theOptional Termination Date (such event, the “Auction Call”), for the purchase) ofall of the Mortgage Loans (and REO Properties) at the Termination Price. TheSecurities Administrator may or may not accommodate such request to conduct anAuction Call in its sole discretion. Avelo, in consideration of the benefits toit of the transactions occurring under this Agreement, hereby represents,covenants and agrees with the Depositor and any applicable NIM Issuer that itwill not exercise its right to purchase, on or after the Optional TerminationDate, all Mortgage Loans (and REO Properties) unless it has received (x) writtennotification from the NIM Trustee that all of the outstanding notes issued underthe applicable indenture have been paid in full or (y) an Officer’s Certificateof the NIM Issuer pursuant to the applicable section of the relevant indentureto the effect that all conditions precedent to the satisfaction and discharge ofthe indenture have been complied with. The Depositor hereby represents,covenants and agrees for the benefit of any applicable NIM Issuer that it willnot exercise its right to request the Master Servicer to solicit bids in acommercially reasonable manner, on or after the Optional Termination Date, forthe purchase of all of the Mortgage Loans (and REO Properties) unless all of theoutstanding notes issued under the applicable indenture have been paid in full. (c) It is understood and agreed that the representations andwarranties set forth in this Section shall survive the execution and delivery ofthis Agreement. The Master Servicer shall indemnify the Servicers, theDepositor, the Securities Administrator, the Custodians, the Trustee and theTrust and hold them harmless against any loss, damages, penalties, fines,forfeitures, reasonable legal fees and related costs, judgments, and otherreasonable costs and expenses resulting from any claim, demand, defense orassertion based on or grounded upon, or resulting from, a material breach of theMaster Servicer’s representations and warranties contained in Section 9.03(a)above. It is understood and agreed that the enforcement of the obligation of theMaster Servicer set forth in this Section 9.03 to indemnify the Servicers, theDepositor, the Securities Administrator, the Custodians, the Trustee and theTrust constitutes the sole remedy of the Servicers, the Depositor, theSecurities Administrator, the Custodians, the Trustee and the Trust, respectinga breach of the foregoing representations and warranties. Such indemnificationshall survive any termination of the Master Servicer as Master Servicerhereunder and any termination of this Agreement. Any cause of action against the Master Servicer relating to orarising out of the breach of any representations and warranties made in thisSection shall accrue upon discovery of such breach by either the Servicers,Depositor, the Master Servicer, Securities Administrator, the applicableCustodian or the Trustee or notice thereof by any one of such parties to theother parties. Section 9.04 Master Servicer Events of Default. Each of thefollowing shall constitute a “Master Servicer Event of Default”: (a) any failure by the Master Servicer to deposit in theDistribution Account any payment received by it from a Servicer or required tobe made by the Master Servicer under the terms of this Agreement which continuesunremedied for a period of two (2) Business Days after the date upon whichwritten notice of such failure, requiring the same to be remedied, shall havebeen given to the Master Servicer by any other party hereto; (b) failure by the Master Servicer to duly observe or perform, inany material respect, any other covenants, obligations or agreements of theMaster Servicer as set forth in this Agreement which failure continuesunremedied for a period of thirty (30) days after the date on which writtennotice of such failure, requiring the same to be remedied, shall have been givento the Master Servicer by the Trustee or to the Master Servicer and Trustee bythe holders of Certificates evidencing at least 25% of the Voting Rights;provided that the thirty (30) day cure period shall not apply so long as theDepositor is required to file any Forms 8-K, 10-D and 10-K required by theExchange Act with respect to the Trust Fund, the failure to comply with therequirements set forth in Section 8.12, for which the grace period shall notexceed the lesser of ten (10) calendar days or such period in which anyapplicable Form 8-K, 10-D and 10-K required by the Exchange Act can be timelyfiled (without taking into account any extensions); (c) a decree or order of a court or agency or supervisory authorityhaving jurisdiction for the appointment of a conservator or receiver orliquidator in any insolvency, bankruptcy, readjustment of debt, marshaling ofassets and liabilities or similar proceedings, or for the winding-up orliquidation of its affairs, shall have been entered against the Master Servicerand such decree or order shall have remained in force, undischarged or unstayedfor a period of sixty (60) days; (d) the Master Servicer shall consent to the appointment of aconservator or receiver or liquidator in any insolvency, bankruptcy,readjustment of debt, marshaling of assets and liabilities or similarproceedings of or relating to the Master Servicer or relating to all orsubstantially all of its property; (e) the Master Servicer shall admit in writing its inability to payits debts as they become due, file a petition to take advantage of anyapplicable insolvency or reorganization statute, make an assignment for thebenefit of its creditors, or voluntarily suspend payment of its obligations forthree (3) Business Days; (f) except as otherwise set forth herein, the Master Servicerattempts to assign this Agreement or its responsibilities hereunder or todelegate its duties hereunder (or any portion thereof) without the consent ofthe Securities Administrator, the Trustee and the Depositor; or (g) the indictment of the Master Servicer for the taking of anyaction by the Master Servicer, any Affiliate or any director or employee thereofthat constitutes fraud or criminal activity in the performance of itsobligations under this Agreement, in each case, where such indictment materiallyand adversely affects the ability of the Master Servicer to perform itsobligations under this Agreement (subject to the condition that such indictmentis not dismissed within ninety (90) days). In each and every such case, so long as a Master Servicer Event ofDefault shall not have been remedied, in addition to whatever rights the Trusteemay have at law or equity to damages, including injunctive relief and specificperformance, the Trustee, by notice in writing to the Master Servicer, may, andupon the request of the Holders of Certificates representing at least 51% of theVoting Rights shall, terminate with cause all the rights and obligations of theMaster Servicer under this Agreement. Upon receipt by the Master Servicer of such written notice, allauthority and power of the Master Servicer under this Agreement, shall pass toand be vested in any successor master servicer appointed hereunder which acceptssuch appointments. Upon written request from the Trustee or the Depositor, theMaster Servicer shall prepare, execute and deliver to the successor entitydesignated by the Trustee any and all documents and other instruments related tothe performance of its duties hereunder as the Master Servicer and, place insuch successor’s possession all such documents with respect to the masterservicing of the Mortgage Loans and do or cause to be done all other acts orthings necessary or appropriate to effect the purposes of such notice oftermination, at the Master Servicer’s sole expense. The Master Servicer shallcooperate with the Trustee and such successor master servicer in effecting thetermination of the Master Servicer’s responsibilities and rights hereunder,including without limitation, the transfer to such successor master servicer foradministration by it of all cash amounts which shall at the time be credited tothe Distribution Account or are thereafter received with respect to the MortgageLoans. All reasonable out-of-pocket costs and expenses incurred by theTrustee in connection with the transfer of servicing from a terminated MasterServicer, including, without limitation, any such costs or expenses associatedwith the complete transfer of all servicing data and the completion, correctionor manipulation of such servicing data as may be required by the Trustee tocorrect any errors or insufficiencies in the servicing data or otherwise toenable the Trustee (or any successor Master Servicer appointed pursuant toSection 9.06) to master service shall be paid by the terminated Master Servicer;provided, however, that to the extent not previously reimbursed by theterminated Master Servicer, such fees and expenses shall be payable to theTrustee pursuant to Section 8.05. Upon the occurrence of a Master Servicer Event of Default, theTrustee shall provide the Depositor in writing and in form and substancereasonably satisfactory to the Depositor, all information reasonably requestedby the Depositor in order to comply with its reporting obligation under Item6.02 of Form 8-K with respect to a successor master servicer in the event theTrustee should succeed to the duties of the Master Servicer as set forth herein. Section 9.05 Waiver of Default. By a written notice, the Trustee maywith the consent of a Holders of Certificates evidencing at least 51% of theVoting Rights waive any default by the Master Servicer in the performance of itsobligations hereunder and its consequences. Upon any waiver of a past default,such default shall cease to exist, and any Master Servicer Event of Defaultarising therefrom shall be deemed to have been remedied for every purpose ofthis Agreement. No such waiver shall extend to any subsequent or other defaultor impair any right consequent thereon except to the extent expressly so waived. Section 9.06 Successor to the Master Servicer. Upon termination ofthe Master Servicer’s responsibilities and duties under this Agreement, theTrustee shall appoint or may petition any court of competent jurisdiction forthe appointment of a successor, which shall succeed to all rights and assume allof the responsibilities, duties and liabilities of the Master Servicer underthis Agreement prior to the termination of the Master Servicer. Any successorshall be a Fannie Mae and Freddie Mac approved servicer in good standing andacceptable to the Depositor and the Rating Agencies. In connection with suchappointment and assumption, the Trustee may make such arrangements for thecompensation of such successor out of payments on Mortgage Loans as it and suchsuccessor shall agree; provided, however, that in no event shall the MasterServicing Fee paid to such successor master servicer exceed that paid to theMaster Servicer hereunder. In the event that the Master Servicer’s duties,responsibilities and liabilities under this Agreement are terminated, the MasterServicer shall continue to discharge its duties and responsibilities hereunderuntil the effective date of such termination with the same degree of diligenceand prudence which it is obligated to exercise under this Agreement and shalltake no action whatsoever that might impair or prejudice the rights of itssuccessor. The termination of the Master Servicer shall not become effectiveuntil a successor shall be appointed pursuant hereto and shall in no event (i)relieve the Master Servicer of responsibility for the representations andwarranties made pursuant to Section 9.03(a) hereof and the remedies available tothe Trustee under Section 9.03(b) hereof, it being understood and agreed thatthe provisions of Section 9.03 hereof shall be applicable to the Master Servicernotwithstanding any such sale, assignment, resignation or termination of theMaster Servicer or the termination of this Agreement; or (ii) affect the rightof the Master Servicer to receive payment and/or reimbursement of any amountsaccruing to it hereunder prior to the date of termination (or during anytransition period in which the Master Servicer continues to perform its dutieshereunder prior to the date the successor master servicer fully assumes itsduties). If no successor Master Servicer has accepted its appointment within90 days of the time the Trustee receives the resignation of the Master Servicer,the Trustee shall be the successor Master Servicer in all respects under thisAgreement and shall have all the rights and powers and be subject to all theresponsibilities, duties and liabilities relating thereto, including theobligation to make Advances; provided, however, that any failure to perform anyduties or responsibilities caused by the Master Servicer’s failure to provideinformation required by this Agreement shall not be considered a default by theTrustee hereunder. In the Trustee’s capacity as such successor, the Trusteeshall have the same limitations on liability herein granted to the MasterServicer. As compensation therefor, the Trustee shall be entitled to receive thecompensation, reimbursement and indemnities otherwise payable to the MasterServicer, including the fees and other amounts payable pursuant to Section 9.07hereof. Any successor master servicer appointed as provided herein, shallexecute, acknowledge and deliver to the Master Servicer and to the Trustee aninstrument accepting such appointment, wherein the successor shall make therepresentations and warranties set forth in Section 9.03 hereof, and whereuponsuch successor shall become fully vested with all of the rights, powers, duties,responsibilities, obligations and liabilities of the Master Servicer, with likeeffect as if originally named as a party to this Agreement. Any termination orresignation of the Master Servicer or termination of this Agreement shall notaffect any claims that the Trustee may have against the Master Servicer arisingout of the Master Servicer’s actions or failure to act prior to any suchtermination or resignation or in connection with the Trustee’s assumption assuccessor master servicer of such obligations, duties and responsibilities. Upon a successor’s acceptance of appointment as such, the MasterServicer shall notify by mail the Trustee of such appointment. Section 9.07 Compensation of the Master Servicer. As compensationfor its activities under this Agreement, the Master Servicer shall be paid theMaster Servicing Fee. Section 9.08 Merger or Consolidation. Any Person into which theMaster Servicer may be merged or consolidated, or any Person resulting from anymerger, conversion, other change in form or consolidation to which the MasterServicer shall be a party, or any Person succeeding to the business of theMaster Servicer, shall be the successor to the Master Servicer hereunder,without the execution or filing of any paper or any further act on the part ofany of the parties hereto, anything herein to the contrary notwithstanding;provided, however, that the successor or resulting Person to the Master Servicershall (i) be a Person (or have an Affiliate) that is qualified and approved toservice mortgage loans for Fannie Mae and Freddie Mac (provided further that asuccessor Master Servicer that satisfies subclause (i) through an Affiliateagrees to service the Mortgage Loans in accordance with all applicable FannieMae and Freddie Mac guidelines) and (ii) have a net worth of not less than$25,000,000. Section 9.09 Resignation of the Master Servicer. Except as otherwiseprovided in Sections 9.08 and 9.10 hereof, the Master Servicer shall not resignfrom the obligations and duties hereby imposed on it unless the MasterServicer’s duties hereunder are no longer permissible under applicable law orare in material conflict by reason of applicable law with any other activitiescarried on by it and cannot be cured. Any such determination permitting theresignation of the Master Servicer shall be evidenced by an Opinion of Counselthat shall be independent to such effect delivered to the Trustee. No suchresignation shall become effective until the Trustee shall have assumed, or asuccessor master servicer satisfactory to the Trustee and the Depositor shallhave assumed, the Master Servicer’s responsibilities and obligations under thisAgreement. Notice of such resignation shall be given promptly by the MasterServicer and the Depositor to the Trustee. If at any time, Wells Fargo Bank, N.A., as Master Servicer, resignsunder this Section 9.09, or is removed as Master Servicer pursuant to Section9.04, then at such time Wells Fargo Bank, N.A. shall also resign (and shall beentitled to resign) as Securities Administrator under this Agreement. Section 9.10 Assignment or Delegation of Duties by the MasterServicer. Except as expressly provided herein, the Master Servicer shall notassign or transfer any of its rights, benefits or privileges hereunder to anyother Person, or delegate to or subcontract with, or authorize or appoint anyother Person to perform any of the duties, covenants or obligations to beperformed by the Master Servicer; provided, however, that the Master Servicershall have the right with the prior written consent of the Depositor (whichshall not be unreasonably withheld or delayed), and upon delivery to the Trusteeand the Depositor of a letter from each Rating Agency to the effect that suchaction shall not result in a downgrade of the ratings assigned to any of theCertificates, to delegate or assign to or subcontract with or authorize orappoint any qualified Person to perform and carry out any duties, covenants orobligations to be performed and carried out by the Master Servicer hereunder.Notice of such permitted assignment shall be given promptly by the MasterServicer to the Depositor and the Trustee. If, pursuant to any provision hereof,the duties of the Master Servicer are transferred to a successor masterservicer, the entire compensation payable to the Master Servicer pursuant heretoshall thereafter be payable to such successor master servicer but in no eventshall the fee payable to the successor master servicer exceed that payable tothe predecessor master servicer. Section 9.11 Limitation on Liability of the Master Servicer. Neitherthe Master Servicer nor any of the directors, officers, employees or agents ofthe Master Servicer shall be under any liability to the Trustee, the SecuritiesAdministrator, the Servicers or the Certificateholders for any action taken orfor refraining from the taking of any action in good faith pursuant to thisAgreement, or for errors in judgment; provided, however, that this provisionshall not protect the Master Servicer or any such person against any liabilitythat would otherwise be imposed by reason of willful malfeasance, bad faith ornegligence in the performance of its duties or by reason of reckless disregardfor its obligations and duties under this Agreement. The Master Servicer and anydirector, officer, employee or agent of the Master Servicer may rely in goodfaith on any document prima facie properly executed and submitted by any Personrespecting any matters arising hereunder. The Master Servicer shall be under noobligation to appear in, prosecute or defend any legal action that is notincidental to its duties as Master Servicer with respect to the Mortgage Loansunder this Agreement and that in its opinion may involve it in any expenses orliability; provided, however, that the Master Servicer may in its solediscretion undertake any such action that it may deem necessary or desirable inrespect to this Agreement and the rights and duties of the parties hereto andthe interests of the Certificateholders hereunder. In such event, the legalexpenses and costs of such action and any liability resulting therefrom, shallbe liabilities of the Trust, and the Master Servicer shall be entitled to bereimbursed therefor out of the Distribution Account in accordance with theprovisions of Section 9.07 and Section 9.12. The Master Servicer shall not be liable for any acts or omissions ofthe Servicer except to the extent that damages or expenses are incurred as aresult of such act or omissions and such damages and expenses would not havebeen incurred but for the negligence, willful malfeasance, bad faith orrecklessness of the Master Servicer in supervising, monitoring and overseeingthe performance of the obligations of the Servicers as required under thisAgreement. Section 9.12 Indemnification; Third Party Claims. The MasterServicer agrees to indemnify the Servicers, Depositor, the Sponsor, theSecurities Administrator, the Custodians, the Trustee and the Trust, and holdthem harmless against any and all claims, losses, penalties, fines, forfeitures,legal fees and related costs, judgments, and any other costs, liability, feesand expenses that the Servicers, Depositor, the Sponsor, the SecuritiesAdministrator, the Custodians, the Trustee or the Trust may sustain as a resultof the Master Servicer’s willful malfeasance, bad faith or negligence in theperformance of its duties hereunder or by reason of its reckless disregard forits obligations and duties under this Agreement, including any failure by theMaster Servicer or any Subcontractor utilized by such Master Servicer to deliverany information, report, certification or accountants’ letter when and asrequired under Sections 3.22, 3.23 or 8.12, including without limitation anyfailure by the Master Servicer to identify any Subcontractor “participating inthe servicing function” within the meaning of Item 1122 of Regulation AB. TheDepositor, the Sponsor, the Securities Administrator, each Servicer, theapplicable Custodian and the Trustee shall immediately notify the MasterServicer if a claim is made by a third party with respect to this Agreement orthe Mortgage Loans which would entitle the Depositor, the SecuritiesAdministrator, each Servicer, the applicable Custodian, the Trustee or the Trustto indemnification under this Section 9.12, whereupon the Master Servicer shallassume the defense of any such claim and pay all expenses in connectiontherewith, including counsel fees, and promptly pay, discharge and satisfy anyjudgment or decree which may be entered against it or them in respect of suchclaim. The Master Servicer agrees to indemnify and hold harmless theTrustee from and against any and all claims, losses, penalties, fines,forfeitures, legal fees and related costs, judgments, and any other costs,liability, fees and expenses (including reasonable attorneys’ fees) that theTrustee may sustain as a result of such liability or obligations of the MasterServicer and in connection with the Trustee’s assumption (not including theTrustee’s performance, except to the extent that costs or liability of theTrustee are created or increased as a result of negligent or wrongful acts oromissions of the Master Servicer prior to its replacement as Master Servicer) ofthe Master Servicer’s obligations, duties or responsibilities under thisAgreement. The Trust will indemnify the Master Servicer and hold it harmlessagainst any and all claims, losses, penalties, fines, forfeitures, legal feesand related costs, judgments, and any other costs, liabilities, fees andexpenses that the Master Servicer may incur or sustain in connection with,arising out of or related to this Agreement or the Certificates, except to theextent that any such loss, liability or expense is related to (i) a materialbreach of the Master Servicer’s representations and warranties in thisAgreement, (ii) resulting from any breach of the applicable Servicer’sobligations in connection with this Agreement for which such Servicer hasperformed its obligation to indemnify the Trustee and the Custodian pursuant toSection 6.05, (iii) resulting from any breach of the applicable Original LoanSeller’s obligations in connection with the related Assignment Agreement or theRepresentations and Warranties Agreements, as applicable, for which theapplicable Original Loan Seller has performed its obligation to indemnify theMaster Servicer pursuant to the related Assignment Agreement or theRepresentations and Warranties Agreements, as applicable, or (iv) the MasterServicer’s willful malfeasance, bad faith or negligence or by reason of itsreckless disregard of its duties and obligations under this Agreement; providedthat any such loss, liability or expense constitutes an “unanticipated expenseincurred by the REMIC” within the meaning of Treasury Regulations Section1.860G-1(b)(3)(ii). The Master Servicer shall be entitled to reimbursement forany such indemnified amount from funds on deposit in the Distribution Account. ARTICLE X CONCERNING THE SECURITIES ADMINISTRATOR Section 10.01 Duties of Securities Administrator. The SecuritiesAdministrator shall undertake to perform such duties and only such duties as arespecifically set forth in this Agreement. The Securities Administrator, upon receipt of all resolutions,certificates, statements, opinions, reports, documents, orders or otherinstruments furnished to the Securities Administrator that are specificallyrequired to be furnished pursuant to any provision of this Agreement shallexamine them to determine whether they are in the form required by thisAgreement; provided, however, that the Securities Administrator shall not beresponsible for the accuracy or content of any such resolution, certificate,statement, opinion, report, document, order or other instrument. If any suchinstrument is found not to conform in any material respect to the requirementsof this Agreement, the Securities Administrator shall notify theCertificateholders of such non conforming instrument in the event the SecuritiesAdministrator, after so requesting, does not receive a satisfactorily correctedinstrument. No provision of this Agreement shall be construed to relieve theSecurities Administrator from liability for its own negligent action, its ownnegligent failure to act or its own willful misconduct; provided, however, that: (i) the duties and obligations of the Securities Administrator shall be determined solely by the express provisions of this Agreement, the Securities Administrator shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Securities Administrator and the Securities Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Securities Administrator and conforming to the requirements of this Agreement which it believed in good faith to be genuine and to have been duly executed by the proper authorities respecting any matters arising hereunder; (ii) the Securities Administrator shall not be liable for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Securities Administrator, unless it shall be conclusively determined by a court of competent jurisdiction, such determination no longer subject to appeal, that the Securities Administrator was negligent in ascertaining the pertinent facts; (iii) the Securities Administrator shall not be liable with respect to any action or inaction taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of Certificates relating to the time, method and place of conducting any proceeding for any remedy available to the Securities Administrator, or exercising or omitting to exercise any trust or power conferred upon the Securities Administrator under this Agreement; and (iv) the Securities Administrator shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of the Servicers or the Trustee. The Securities Administrator shall be permitted to utilize one ormore Subcontractors for the performance of certain of its obligations under thisAgreement, provided that the Securities Administrator complies with Section3.02(e) as if the Securities Administrator were a “Servicer” pursuant to thatSection. The Securities Administrator shall indemnify the Depositor, the Sponsorand any director, officer, employee or agent of the Depositor or the Sponsor andhold 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 sustainin any way related to the failure of the Securities Administrator to perform anyof its obligations under Section 3.22 or Section 3.23, including withoutlimitation any failure by the Securities Administrator to identify pursuant toSection 3.02(e) any Subcontractor that is a Servicing Function Participant. Thisindemnity shall survive the termination of this Agreement or the earlierresignation or removal of the Securities Administrator. Section 10.02 Certain Matters Affecting the SecuritiesAdministrator. Except as otherwise provided in Section 10.01: (i) the Securities Administrator may request and conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties and the Securities Administrator shall have no responsibility to ascertain or confirm the genuineness of any signature of any such party or parties; (ii) the Securities Administrator may consult with counsel, financial advisers or accountants and the advice of any such counsel, financial advisers or accountants and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) the Securities Administrator shall not be liable for any action or inaction taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (iv) the Securities Administrator shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing not less than 25% of the Voting Rights allocated to each Class of Certificates; provided, however, that if the payment within a reasonable time to the Securities Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Securities Administrator, not reasonably assured to the Securities Administrator by the security afforded to it by the terms of this Agreement, the Securities Administrator may require reasonable indemnity against such expense or liability as a condition to so proceeding. Nothing in this clause (iv) shall derogate from the obligation of the Master Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors, provided that the Master Servicer shall have no liability for disclosure required by this Agreement; (v) the Securities Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian and the Securities Administrator shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Securities Administrator with due care; (vi) the Securities Administrator shall not be required to risk or expend its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it, and none of the provisions contained in this Agreement shall in any event require the Securities Administrator to perform, or be responsible for the manner of performance of, any of the obligations of any Servicer under this Agreement; (vii) the Securities Administrator shall be under no obligation to exercise any of the trusts, rights or powers vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Securities Administrator reasonable security or indemnity satisfactory to the Securities Administrator against the costs, expenses and liabilities which may be incurred therein or thereby; and (viii) the Securities Administrator shall have no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties hereunder and which in its opinion may involve it in any expense or liability; provided, however, that the Securities Administrator may in its discretion undertake any such action that it may deem necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Trustee and the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund, and the Securities Administrator shall be entitled to be reimbursed therefor out of the Collection Account. The Securities Administrator shall have no duty (A) to see to anyrecording, filing, or depositing of this Agreement or any agreement referred toherein or any financing statement or continuation statement evidencing asecurity interest, or to see to the maintenance of any such recording or filingor depositing or to any rerecording, refiling or redepositing thereof, (B) tosee to the provision of any insurance or (C) to see to the payment or dischargeof any tax, assessment, or other governmental charge or any lien or encumbranceof any kind owing with respect to, assessed or levied against, any part of theTrust Fund other than from funds available in the Distribution Account. Section 10.03 Securities Administrator Not Liable for Certificatesor Mortgage Loans. The recitals contained herein and in the Certificates shallbe taken as the statements of the Depositor or the Sponsor, as the case may be,and the Securities Administrator assumes no responsibility for theircorrectness. The Securities Administrator makes no representations as to thevalidity or sufficiency of this Agreement, the Interest Rate Swap Agreement orof the Certificates or of any Mortgage Loan or related document other than withrespect to the Securities Administrator’s execution and authentication of theCertificates. The Securities Administrator shall not be accountable for the useor application by the Depositor or any Servicer of any funds paid to theDepositor or any Servicer in respect of the Mortgage Loans or deposited in orwithdrawn from the Collection Account by the Depositor or any Servicer. The Securities Administrator shall execute the Interest Rate SwapAgreement and the Certificates not in its individual capacity but solely asSecurities Administrator of the Trust Fund created by this Agreement, in theexercise of the powers and authority conferred and vested in it by thisAgreement. Each of the undertakings and agreements made on the part of theSecurities Administrator on behalf of the Trust Fund in the Interest Rate SwapAgreement and the Certificates is made and intended not as a personalundertaking or agreement by the Securities Administrator but is made andintended for the purpose of binding only the Trust Fund. Section 10.04 Securities Administrator May Own Certificates. TheSecurities Administrator in its individual or any other capacity may become theowner or pledgee of Certificates and may transact business with the partieshereto and their Affiliates with the same rights as it would have if it were notthe Securities Administrator. Section 10.05 Securities Administrator’s Fees and Expenses. TheSecurities Administrator shall be entitled to the investment income earned onamounts in the Distribution Account during the Securities Administrator FloatPeriod. The Securities Administrator and any director, officer, employee, agentor “control person” within the meaning of the Securities Act of 1933, asamended, and the Securities Exchange of 1934, as amended (“Control Person”), ofthe Securities Administrator shall be indemnified by the Trust and held harmlessagainst any loss, liability or expense (including reasonable attorney’s fees)(i) incurred in connection with any claim or legal action relating to (a) thisAgreement or the Interest Rate Swap Agreement, (b) the Mortgage Loans or (c) theCertificates, other than any loss, liability or expense incurred by reason ofwillful misfeasance, bad faith or negligence in the performance of any of theSecurities Administrator’s duties hereunder, (ii) incurred in connection withthe performance of any of the Securities Administrator’s duties hereunder orunder such other agreements, other than any loss, liability or expense incurredby reason of willful misfeasance, bad faith or negligence in the performance ofany of the Securities Administrator’s duties hereunder or (iii) incurred byreason of any action of the Securities Administrator taken at the direction ofthe Certificateholders, provided that any such loss, liability or expenseconstitutes an “unanticipated expense incurred by the REMIC” within the meaningof Treasury Regulations Section 1.860G-1(b)(3)(ii). Such indemnity shall survivethe termination of this Agreement or the resignation or removal of theSecurities Administrator hereunder. Without limiting the foregoing, and exceptfor any such expense, disbursement or advance as may arise from the SecuritiesAdministrator’s negligence, bad faith or willful misconduct, or which would notbe an “unanticipated expense” within the meaning of the second precedingsentence, the Securities Administrator shall be reimbursed by the Trust for allreasonable expenses, disbursements and advances incurred or made by theSecurities Administrator in accordance with any of the provisions of thisAgreement with respect to: (A) the reasonable compensation and the expenses anddisbursements of its counsel not associated with the closing of the issuance ofthe Certificates, (B) the reasonable compensation, expenses and disbursements ofany accountant, engineer, appraiser or other agent that is not regularlyemployed by the Securities Administrator, to the extent that the SecuritiesAdministrator must engage such Persons to perform acts or services hereunder and(C) printing and engraving expenses in connection with preparing any DefinitiveCertificates. The Trust shall fulfill its obligations under this paragraph fromamounts on deposit from time to time in the Distribution Account. The SecuritiesAdministrator shall be required to pay all expenses incurred by it in connectionwith its activities hereunder and shall not be entitled to reimbursementtherefor except as provided in this Agreement. Section 10.06 Eligibility Requirements for Securities Administrator.The Securities Administrator hereunder shall at all times be a corporation orassociation organized and doing business under the laws the United States ofAmerica or any state thereof, authorized under such laws to exercise corporatetrust 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 acredit rating of at least investment grade. If such corporation or associationpublishes reports of condition at least annually, pursuant to law or to therequirements of the aforesaid supervising or examining authority, then for thepurposes of this Section 10.06 the combined capital and surplus of suchcorporation or association shall be deemed to be its combined capital andsurplus as set forth in its most recent report of condition so published. Incase at any time the Securities Administrator shall cease to be eligible inaccordance with the provisions of this Section 9.06, the SecuritiesAdministrator shall resign immediately in the manner and with the effectspecified in Section 10.07 hereof. The entity serving as SecuritiesAdministrator may have normal banking and trust relationships with the Depositorand its affiliates or the Trustee and its affiliates. Any successor Securities Administrator (i) may not be an originator,the Servicer, the Depositor or an affiliate of the Depositor unless theSecurities Administrator functions are operated through an institutional trustdepartment of the Securities Administrator, (ii) must be authorized to exercisecorporate trust powers under the laws of its jurisdiction of organization, and(iii) must be rated at least “A/F1” by Fitch, if Fitch is a Rating Agency andrates such successor, or the equivalent rating by Standard & Poor’s or Moody’s.If no successor Securities Administrator shall have been appointed and shallhave accepted appointment within 60 days after the Securities Administratorceases to be the Securities Administrator pursuant to Section 9.07, then theTrustee may (but shall not be obligated to) become the successor SecuritiesAdministrator. The Depositor shall appoint a successor to the SecuritiesAdministrator in accordance with Section 10.07. The Trustee shall notify theRating Agencies of any change of Securities Administrator. Section 10.07 Resignation and Removal of Securities Administrator.The Securities Administrator may at any time resign by giving written notice ofresignation to the Depositor and the Trustee and each Rating Agency not lessthan 60 days before the date specified in such notice when, subject to Section10.08, such resignation is to take effect, and acceptance by a successorSecurities Administrator in accordance with Section 10.08 meeting thequalifications set forth in Section 10.06. If no successor SecuritiesAdministrator meeting such qualifications shall have been so appointed by theDepositor and have accepted appointment within 30 days after the giving of suchnotice of resignation, the resigning Securities Administrator may petition anycourt of competent jurisdiction for the appointment of a successor SecuritiesAdministrator. If at any time the Securities Administrator shall cease to beeligible in accordance with the provisions of Section 10.06 hereof and shallfail to resign after written request thereto by the Depositor, or if at any timethe Securities Administrator shall become incapable of acting, or shall beadjudged as bankrupt or insolvent, or a receiver of the Securities Administratoror of its property shall be appointed, or any public officer shall take chargeor control of the Securities Administrator or of its property or affairs for thepurpose of rehabilitation, conservation or liquidation, or a tax is imposed withrespect to the Trust Fund by any state in which the Securities Administrator orthe Trust Fund is located and the imposition of such tax would be avoided by theappointment of a different Securities Administrator, then the Depositor mayremove the Securities Administrator and appoint a successor SecuritiesAdministrator by written instrument, in triplicate, one copy of which instrumentshall be delivered to the Securities Administrator so removed, one copy of whichshall be delivered to the Master Servicer and one copy to the successorSecurities Administrator. The Holders of Certificates entitled to at least 51% of the VotingRights may at any time remove the Securities Administrator and appoint asuccessor Securities Administrator by written instrument or instruments, intriplicate, signed by such Holders or their attorneys in fact duly authorized,one complete set of which instruments shall be delivered by the successorSecurities Administrator to the Trustee, one complete set to the SecuritiesAdministrator so removed and one complete set to the successor so appointed.Notice of any removal of the Securities Administrator shall be given to eachRating Agency by the successor Securities Administrator. Any resignation or removal of the Securities Administrator andappointment of a successor Securities Administrator pursuant to any of theprovisions of this Section 10.07 shall become effective upon acceptance by thesuccessor Securities Administrator of appointment as provided in Section 10.08hereof. Notwithstanding the foregoing, if at any time the SecuritiesAdministrator resigns pursuant to Section 10.07, the Trustee shall be authorizedto appoint, with the Depositor’s consent, a successor Securities Administratorconcurrently with the appointment of a successor Master Servicer. Section 10.08 Successor Securities Administrator. Any successorSecurities Administrator (which may be the Trustee) appointed as provided inSection 10.07 hereof shall execute, acknowledge and deliver to the Depositor andto its predecessor, the Securities Administrator and the Trustee an instrumentaccepting such appointment hereunder and thereupon the resignation or removal ofthe predecessor Securities Administrator shall become effective and suchsuccessor Securities Administrator, without any further act, deed or conveyance,shall become fully vested with all the rights, powers, duties and obligations ofits predecessor hereunder, with the like effect as if originally named asSecurities Administrator herein. The Depositor, the Trustee, the Master Servicerand the predecessor Securities Administrator shall execute and deliver suchinstruments and do such other things as may reasonably be required for morefully and certainly vesting and confirming in the successor SecuritiesAdministrator all such rights, powers, duties, and obligations. No successor Securities Administrator shall accept appointment asprovided in this Section 9.08 unless at the time of such acceptance suchsuccessor Securities Administrator shall be eligible under the provisions ofSection 10.06 hereof and its appointment shall not adversely affect the thencurrent rating of the Certificates, as confirmed in writing by each RatingAgency. Upon acceptance by a successor Securities Administrator ofappointment as provided in this Section 10.08, the Depositor shall mail noticeof the succession of such Securities Administrator hereunder to all Holders ofCertificates. If the Depositor fails to mail such notice within 10 days afteracceptance by the successor Securities Administrator of appointment, thesuccessor Securities Administrator shall cause such notice to be mailed at theexpense of the Depositor. Section 10.09 Merger or Consolidation of Securities Administrator.Any corporation or other entity into which the Securities Administrator may bemerged or converted or with which it may be consolidated or any corporation orother entity resulting from any merger, conversion or consolidation to which theSecurities Administrator shall be a party, or any corporation or other entitysucceeding to the business of the Securities Administrator, shall be thesuccessor of the Securities Administrator hereunder, provided that suchcorporation or other entity shall be eligible under the provisions of Section9.06 hereof, without the execution or filing of any paper or further act on thepart of any of the parties hereto, anything herein to the contrarynotwithstanding. Section 10.10 Assignment or Delegation of Duties by the SecuritiesAdministrator. Except as expressly provided herein, the Securities Administratorshall not assign or transfer any of its rights, benefits or privileges hereunderto any other Person, or delegate to or subcontract with, or authorize or appointany other Person to perform any of the duties, covenants or obligations to beperformed by the Securities Administrator; provided, however, that theSecurities Administrator shall have the right with the prior written consent ofthe Depositor (which shall not be unreasonably withheld or delayed), and upondelivery to the Trustee and the Depositor of a letter from each Rating Agency tothe effect that such action shall not result in a downgrade of the ratingsassigned to any of the Certificates, to delegate or assign to or subcontractwith or authorize or appoint any qualified Person to perform and carry out anyduties, covenants or obligations to be performed and carried out by theSecurities Administrator hereunder. Notice of such permitted assignment shall begiven promptly by the Securities Administrator to the Depositor and the Trustee.If, pursuant to any provision hereof, the duties of the Securities Administratorare transferred to a successor securities administrator, the entire compensationpayable to the Securities Administrator pursuant hereto shall thereafter bepayable to such successor securities administrator but in no event shall the feepayable to the successor securities administrator exceed that payable to thepredecessor securities administrator. ARTICLE XI TERMINATION Section 11.01 Termination upon Liquidation or Purchase of theMortgage Loans. Subject to Sections 11.02 and 11.03, the obligations andresponsibilities of the Depositor, the Master Servicer, the SecuritiesAdministrator, the Servicers and the Trustee created hereby with respect to theTrust Fund shall terminate upon the earlier of (a) the purchase, on the OptionalTermination Date, by Avelo (or if Avelo is no longer acting as a Servicer of anyof the Mortgage Loans, the Depositor, at its option, may request the SecuritiesAdministrator to solicit bids in a commercially reasonable manner, on or afterthe Optional Termination Date (such event, the “Auction Call”), for the purchaseof all of the Mortgage Loans (and REO Properties) at the Termination Price;provided that the Securities Administrator may or may not accommodate any suchrequest in its sole discretion) or Litton, as applicable, of all Mortgage Loans(and REO Properties) at the price equal to the sum of (i) 100% of the unpaidprincipal balance of each Mortgage Loan (other than in respect of REO Property)plus accrued and unpaid interest thereon at the applicable Mortgage InterestRate and the amount of outstanding Servicing Advances on such Mortgage Loansthrough the Due Date preceding the date of purchase, (ii) the lesser of (x) theappraised value of any REO Property as determined by an independent appraiserselected by the Person electing to terminate the Trust Fund, at the expense ofsuch Person, plus accrued and unpaid interest on the related Mortgage Loan atthe applicable Mortgage Interest Rates and (y) the unpaid principal balance ofeach Mortgage Loan related to any REO Property, in each case plus accrued andunpaid interest thereon at the applicable Mortgage Interest Rate, and (iii) anySwap Termination Payment owed to the Swap Provider (as provided to theSecurities Administrator by the Swap Provider pursuant to the Interest Rate SwapAgreement) (“Termination Price”) and (b) the later of (i) the maturity or otherLiquidation Event (or any Advance with respect thereto) of the last MortgageLoan remaining in the Trust Fund and the disposition of all REO Property and(ii) the distribution to Certificateholders of all amounts required to bedistributed to them pursuant to this Agreement. In no event shall the trustscreated hereby continue beyond the expiration of 21 years from the death of thesurvivor of the descendants of Joseph P. Kennedy, the late Ambassador of theUnited States to the Court of St. James’s, living on the date hereof. The proceeds of the purchase or sale of such assets of the Trust onto the Optional Termination Date or pursuant to the Auction Call described inSection 11.01 above (other than, with respect to any Mortgage Loan and therelated REO Property, an amount equal to the excess, if any, of the amount inSection 11.01(a)(ii) over the sum of the amount in Section 11.01(a)(i) (suchexcess, the “Fair Market Value Excess”)) will be distributed to the holders ofthe Certificates in accordance with Section 4.01. Any Fair Market Value Excessreceived in connection with the purchase of the Mortgage Loans and REOProperties will be distributed to the holders of the Class RC Certificates. Except to the extent provided above with regard to allocating anyFair Market Value Excess to the holders of the Class RC Certificates, theproceeds of such a purchase or sale will be treated as a prepayment of theMortgage Loans for purposes of distributions to Certificateholders. Accordingly,the sale of the Mortgage Loans and the REO Properties as a result of theexercise by Avelo, Litton or the Auction Call will result in the finaldistribution on the Certificates on that Distribution Date. Section 11.02 Final Distribution on the Certificates. If on anyRemittance Date, a Servicer notifies the Securities Administrator in writingthat there are no Outstanding Mortgage Loans and no other funds or assets in theTrust Fund other than the funds in the Collection Account, such Servicer shalldirect the Securities Administrator promptly to send a Notice of FinalDistribution to each Certificateholder and the Swap Provider. If Avelo orLitton, as applicable, elects to terminate the Trust Fund pursuant to clause (a)of Section 11.01, by the 25th day of the month preceding the month of the finaldistribution, Avelo or Litton, as applicable, shall notify the Depositor, theMaster Servicer, the Securities Administrator and the Trustee in writing of thedate Litton or Avelo, as applicable, intends to terminate the Trust Fund and ofthe applicable Termination Price of the Mortgage Loans and REO Properties. Notwithstanding anything to the contrary herein, prior to anyelection by Avelo to terminate the Trust Fund pursuant to Section 11.01(a) onany Distribution Date on which the aggregate Stated Principal Balance of theMortgage Loans, as of the last day of the related Due Period, is equal to 5% orless of the Cut-off Date Pool Principal Balance, Avelo will be required tosecure written notice from the Securities Administrator that Litton has refusedto exercise its option to terminate the Trust Fund. A Notice of Final Distribution, specifying the Distribution Date onwhich Certificateholders may surrender their Certificates for payment of thefinal distribution and cancellation, shall be given promptly by the SecuritiesAdministrator by letter to Certificateholders mailed not later than the 15th dayof the month of such final distribution. Any such Notice of Final Distributionshall specify (a) the Distribution Date upon which final distribution on theCertificates will be made upon presentation and surrender of Certificates at theoffice therein designated, (b) the amount of such final distribution, (c) thelocation of the office or agency at which such presentation and surrender mustbe made, and (d) that the Record Date otherwise applicable to such DistributionDate is not applicable, distributions being made only upon presentation andsurrender of the Certificates at the office therein specified. The SecuritiesAdministrator will give such Notice of Final Distribution to each Rating Agencyat the time such Notice of Final Distribution is given to Certificateholders. In the event such Notice of Final Distribution is given, Avelo andLitton, as applicable, shall promptly deposit such funds in the applicableCollection Account. During the time such funds are held in such CollectionAccount, such funds shall be invested, at the direction of Avelo and Litton, asapplicable,, in Permitted Investments, and Avelo and Litton, as applicable,shall be entitled to all income from such investments, and shall be responsiblefor all losses from such investments. In connection with any such termination ofthe Trust Fund, Avelo and Litton, as applicable, shall cause all funds in theCollection Account, including the applicable Termination Price for the MortgageLoans and REO Properties to be remitted to the Master Servicer for deposit inthe Distribution Account on the Business Day prior to the applicableDistribution Date. Upon such final deposit with respect to the Trust Fund andthe receipt by the applicable Custodian of a Request for Release therefor, theapplicable Custodian, shall promptly release to Avelo and Litton, as applicable,or its designee, the Custodial Files for the Mortgage Loans. Upon presentation and surrender of the Certificates, the SecuritiesAdministrator shall cause to be distributed to the Certificateholders of eachClass (after reimbursement of all amounts due to the applicable Servicer(including all unreimbursed Advances and any Servicing Fees accrued and unpaidas of the date the Termination Price is paid), the Depositor, the MasterServicer, the Securities Administrator and the Trustee hereunder), in each caseon the final Distribution Date and in the order set forth in Section 4.02, inproportion to their respective Percentage Interests, with respect toCertificateholders of the same Class, an amount up to an amount equal to (i) asto each Class of Regular Certificates (except the Class X Certificates), theCertificate Balance thereof plus for each such Class and the Class XCertificates accrued interest thereon in the case of an interest bearingCertificate and all other amounts to which such Classes are entitled pursuant toSection 4.02, (ii) as to the Residual Certificates, the amount, if any, whichremains on deposit in the Distribution Account (other than the amounts retainedto meet claims) after application pursuant to clause (i) above. In the event that any affected Certificateholders shall notsurrender Certificates for cancellation within six months after the datespecified in the above mentioned written notice, the Securities Administratorshall give a second written notice to the remaining Certificateholders tosurrender their Certificates for cancellation and receive the final distributionwith respect thereto. If within six months after the second notice all theapplicable Certificates shall not have been surrendered for cancellation, theSecurities Administrator may take appropriate steps, or may appoint an agent totake appropriate steps, to contact the remaining Certificateholders concerningsurrender of their Certificates, and the cost thereof shall be paid out of thefunds and other assets which remain a part of the Trust Fund. If within one yearafter the second notice all Certificates shall not have been surrendered forcancellation, the Residual Certificateholders shall be entitled to all unclaimedfunds and other assets of the Trust Fund which remain subject hereto. Section 11.03 Additional Termination Requirements. In the eventAvelo (or the Master Servicer pursuant to an Auction Call) or Litton, asapplicable, exercises its purchase option with respect to the Mortgage Loans asprovided in Section 11.01, the Trust Fund shall be terminated in accordance withthe following additional requirements, unless the Trustee has been supplied withan Opinion of Counsel, at the expense of Avelo or Litton, as applicable, to theeffect that the failure to comply with the requirements of this Section 11.03will not (i) result in the imposition of taxes on “prohibited transactions” onany Trust REMIC as defined in Section 860F of the Code, or (ii) cause any TrustREMIC to fail to qualify as a REMIC at any time that any Certificates areOutstanding: (a) The Securities Administrator shall sell all of the assets of theTrust Fund to Avelo or Litton, as applicable, or its designee, and, within 90days of such sale, shall distribute to the Certificateholders the proceeds ofsuch sale in complete liquidation of each of the Trust REMICs; (b) The Securities Administrator shall sell all of the assets of theTrust Fund to the entity that submitted the highest bid pursuant to the AuctionCall and, by the next Distribution Date after such sale, shall distribute to theCertificateholders the proceeds of such sale in complete liquidation of each ofthe Trust REMIC; and (c) The Securities Administrator shall attach a statement to thefinal federal income tax return for each of the Trust REMICs stating thatpursuant to Treasury Regulations Section 1.860F-1, the first day of the 90 dayliquidation period for each such Trust REMIC was the date on which theSecurities Administrator sold the assets of the Trust Fund to Avelo, Litton, orthe entity that submitted the highest bid received pursuant to the Auction Call,as applicable. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.01 Amendment. This Agreement may be amended from time totime by the Depositor, the Securities Administrator, the Master Servicer, eachServicer, each Custodian and the Trustee without the consent of any of theCertificateholders (i) to cure any ambiguity or mistake, (ii) to correct anydefective provision herein or to supplement any provision herein which may beinconsistent with any other provision herein, (iii) to add to the duties of theDepositor, the Securities Administrator, the Master Servicer, any Custodian orany Servicer, (iv) to add any other provisions with respect to matters orquestions arising hereunder, (v) to modify, alter, amend, add to or rescind anyof the terms or provisions contained in this Agreement, or (vi) to comply withany requirements in Regulation AB; provided, that any amendment pursuant toclause (iv) or (v) above shall not, as evidenced by an Opinion of Counsel (whichOpinion of Counsel shall not be an expense of the Securities Administrator, theTrustee or the Trust Fund), adversely affect in any material respect theinterests of any Certificateholder; provided, further, that the amendment shallnot be deemed to adversely affect in any material respect the interests of theCertificateholders if the Person requesting the amendment obtains a letter fromeach Rating Agency stating that the amendment would not result in thedowngrading or withdrawal of the respective ratings then assigned to theCertificates; it being understood and agreed that any such letter in and ofitself will not represent a determination as to the materiality of any suchamendment and will represent a determination only as to the credit issuesaffecting any such rating. Each Custodian, the Trustee, the SecuritiesAdministrator, the Master Servicer, the Depositor and each Servicer also may atany time and from time to time amend this Agreement, but without the consent ofthe Certificateholders to modify, eliminate or add to any of its provisions tosuch extent as shall be necessary or helpful to (i) maintain the qualificationof each Trust REMIC under the REMIC Provisions, (ii) avoid or minimize the riskof the imposition of any tax on any Trust REMIC pursuant to the Code that wouldbe 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 Trusteehas been provided an Opinion of Counsel, which opinion shall be an expense ofthe party requesting such opinion but in any case shall not be an expense of theTrustee or the Trust Fund, to the effect that such action is necessary orhelpful to, as applicable, (i) maintain such qualification, (ii) avoid orminimize the risk of the imposition of such a tax or (iii) comply with any suchrequirements of the Code. This Agreement may also be amended from time to time by theDepositor, the Securities Administrator, the Master Servicer, each Servicer,each Custodian and the Trustee with the consent of the Holders of Certificatesevidencing Percentage Interests aggregating not less than 66(2)/3% of each Classof Certificates affected thereby for the purpose of adding any provisions to orchanging in any manner or eliminating any of the provisions of this Agreement orof 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, ordelay the timing of, payments required to be distributed on any Certificatewithout the consent of the Holder of such Certificate, (ii) adversely affect inany material respect the interests of the Holders of any Class of Certificatesin a manner other than as described in clause (i), without the consent of theHolders of Certificates of such Class evidencing, as to such Class, PercentageInterests aggregating not less than 66(2)/3%, or (iii) reduce the aforesaidpercentages of Certificates the Holders of which are required to consent to anysuch amendment, without the consent of the Holders of all such Certificates thenOutstanding. Notwithstanding any contrary provision of this Agreement, theTrustee shall not consent to any amendment to this Agreement unless (i) it shallhave first received an Opinion of Counsel, which opinion shall not be an expenseof the Trustee or the Trust Fund, to the effect that such amendment will notcause the imposition of any tax on any Trust REMIC or the Certificateholders orcause any Trust REMIC to fail to qualify as a REMIC or the grantor trust to failto qualify as a grantor trust at any time that any Certificates are Outstandingand (ii) the party seeking such amendment shall have provided written notice tothe Rating Agencies (with a copy of such notice to the Trustee) of suchamendment, stating the provisions of the Agreement to be amended. Notwithstanding the foregoing provisions of this Section 12.01, withrespect to any amendment that significantly modifies the permitted activities ofthe Trustee or the Servicers, any Certificate beneficially owned by theDepositor or any of its Affiliates shall be deemed not to be Outstanding (andshall not be considered when determining the percentage of Certificateholdersconsenting or when calculating the total number of Certificates entitled toconsent) for purposes of determining if the requisite consents ofCertificateholders under this Section 12.01 have been obtained. Promptly after the execution of any amendment to this Agreementrequiring the consent of Certificateholders, the Securities Administrator shallfurnish written notification of the substance or a copy of such amendment toeach Certificateholder and each Rating Agency. It shall not be necessary for the consent of Certificateholdersunder this Section 12.01 to approve the particular form of any proposedamendment, but it shall be sufficient if such consent shall approve thesubstance thereof. The manner of obtaining such consents and of evidencing theauthorization of the execution thereof by Certificateholders shall be subject tosuch reasonable regulations as the Securities Administrator may prescribe. Nothing in this Agreement shall require the Trustee, the MasterServicer, the Securities Administrator or the Custodians to enter into anamendment which modifies its obligations or liabilities without its consent andin all cases without receiving an Opinion of Counsel (which Opinion shall not bean expense of the Master Servicer, the Securities Administrator, the Trustee orthe Trust Fund), satisfactory to the Securities Administrator, the MasterServicer and the Trustee that (i) such amendment is permitted and is notprohibited by this Agreement and that all requirements for amending thisAgreement have been complied with; and (ii) either (A) the amendment does notadversely affect in any material respect the interests of any Certificateholderor (B) the conclusion set forth in the immediately preceding clause (A) is notrequired to be reached pursuant to this Section 12.01. Section 12.02 Recordation of Agreement; Counterparts. This Agreementis subject to recordation in all appropriate public offices for real propertyrecords in all the counties or other comparable jurisdictions in which any orall of the Mortgaged Properties are situated, and in any other appropriatepublic recording office or elsewhere, such recordation to be effected by theDepositor at the expense of the Trust, but only upon receipt of an Opinion ofCounsel to the effect that such recordation materially and beneficially affectsthe interests of the Certificateholders. For the purpose of facilitating the recordation of this Agreement asherein provided and for other purposes, this Agreement may be executedsimultaneously in any number of counterparts, each of which counterparts shallbe deemed to be an original, and such counterparts shall constitute but one andthe same instrument. Section 12.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED INACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORKAPPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK ANDTHE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THECERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 12.04 Intention of Parties. It is the express intent of theparties hereto that the conveyance (i) of the Mortgage Loans by the Depositorand (ii) of the Trust Fund by the Depositor to the Trustee each be, and beconstrued as, an absolute sale thereof. It is, further, not the intention of theparties that such conveyances be deemed a pledge thereof. However, in the eventthat, notwithstanding the intent of the parties, such assets are held to be theproperty of the Depositor, as the case may be, or if for any other reason thisAgreement 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 themeaning of the Uniform Commercial Code of the State of New York and (ii) theconveyances provided for in this Agreement shall be deemed to be an assignmentand a grant by the Depositor to the Trustee, for the benefit of theCertificateholders, 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, tothe extent consistent with this Agreement, take such actions as may be necessaryto ensure that, if this Agreement were deemed to create a security interest inthe Trust Fund, such security interest would be deemed to be a perfectedsecurity interest of first priority under applicable law and will be maintainedas such throughout the term of the Agreement. Section 12.05 Notices. (a) The Securities Administrator shallpromptly provide notice to each Rating Agency with respect to each of thefollowing 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 any Servicer, the SecuritiesAdministrator, the Master Servicer or the Trustee and the appointment of anysuccessor; 4. The repurchase or substitution of Mortgage Loans pursuant toSections 2.03, 2.07 or 3.28; and 5. The final payment to Certificateholders. (b) In addition, the Securities Administrator shall promptly furnishto 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 Section3.28. All directions, demands and notices hereunder shall be in writingand shall be deemed to have been duly given when delivered to (a) in the case ofthe Depositor, to GS Mortgage Securities Corp., 85 Broad Street, New York, NewYork 10004, Attention: Principal Finance Group/Christopher M. Gething and AssetManagement Group/Senior Asset Manager (and, in the case of the Officer’sCertificate 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 theTrustee, the Securities Administrator, the Master Servicer and the Servicers bythe Depositor in writing; (b) in the case of Litton, Litton Loan Servicing LP,4828 Loop Central Drive, Houston, Texas 77081, Attention: Janice McClure or suchother address as may be hereafter furnished to the Swap Provider and the otherparties hereto by Litton in writing; (c) in the case of the Trustee, to theCorporate Trust Office, or such other address as may be hereafter furnished tothe other parties hereto by the Trustee in writing; (d) in the case of SPS,Select Portfolio Servicing, Inc., 3815 South West Temple, Salt Lake City, Utah84165, Attention: General Counsel, or such other address as may be hereafterfurnished to the Swap Provider and the other parties hereto by SPS in writing;(e) in the case of Avelo, Avelo Mortgage L.L.C., 600 E. Las Colinas Blvd., Suite620, Irving, Texas 70539, Attention: President and General Counsel, or suchother address as may be hereafter furnished to the Swap Provider and the otherparties hereto by Avelo in writing; (f) in the case of J.P. Morgan TrustCompany, to J.P. Morgan Trust Company, National Association, 2220 ChemsearchBoulevard, Suite 150, Irving, Texas 75062, Attention: Custody Manager, or suchother address as may be hereafter furnished to the Swap Provider and the othersparties hereto in writing; (g) in the case of U.S. Bank National Association, toU.S. Bank National Association, 1133 Rankin Street, St. Paul, Minnesota 55116,Attention: Mark Hess, or such other address as may be hereafter furnished to theSwap Provider and the other parties hereto in writing; (h) in the case of theDeutsche Bank, to the Corporate Trust Office, Deutsche Bank National TrustCompany, 1761 East St. Andrew Place, Santa Ana, California 92705-4934,Attention: Trust Administration – GS06DC, or such other address as may behereafter furnished to the Swap Provider and the other parties hereto inwriting; (i) in the case of Wells Fargo, Wells Fargo Bank, N.A., (i) for thepurpose of certificate transfers, Wells Fargo Center, Sixth Street and MarquetteAvenue, Minneapolis, Minnesota 55479 and (ii) for all other purposes, 9062 OldAnnapolis Road, Columbia, Maryland 21045, or such other addresses as may behereafter furnished to the Swap Provider and the other parties hereto inwriting; (j) Goldman Sachs Mitsui Marine Derivative Products 85 Broad Street,New York, New York 10004, Attention: General Counsel, or such other address asmay be hereafter furnished to the other parties hereto in writing and (k) in thecase of each of the Rating Agencies, the address specified therefor in thedefinition corresponding to the name of such Rating Agency. Notices toCertificateholders shall be deemed given when mailed, first class postageprepaid, to their respective addresses appearing in the Certificate Register. Section 12.06 Severability of Provisions. If any one or more of thecovenants, agreements, provisions or terms of this Agreement shall be for anyreason whatsoever held invalid, then such covenants, agreements, provisions orterms shall be deemed severable from the remaining covenants, agreements,provisions or terms of this Agreement and shall in no way affect the validity orenforceability of the other provisions of this Agreement or of the Certificatesor the rights of the Holders thereof. Section 12.07 Assignment; Sales; Advance Facilities.(a) (b) A Servicer is hereby authorized to enter into a financing orother facility (any such arrangement, an “Advance Facility”), the documentationfor which complies with Section 12.07(e) below, under which (1) such Servicerassigns or pledges its rights under this Agreement to be reimbursed for any orall Advances to (i) a Person, which may be a special-purpose bankruptcy-remoteentity (an “SPV”), (ii) a Person, which may simultaneously assign or pledge suchrights to an SPV or (iii) a lender (a “Lender”), which, in the case of anyPerson or SPV of the type described in either of the preceding clauses (i) or(ii), may directly or through other assignees and/or pledgees, assign or pledgesuch rights to a Person, which may include a trustee acting on behalf of holdersof debt instruments (any such Person or any such Lender, an “Advance FinancingPerson”), and/or (2) an Advance Financing Person agrees to fund all the Advancesrequired to be made by such Servicer pursuant to this Agreement. No consent ofthe Trustee, Certificateholders or any other party shall be required before aServicer may enter into an Advance Facility nor shall the Trustee or theCertificateholders be a third party beneficiary of any obligation of an AdvanceFinancing Person to a Servicer. Notwithstanding the existence of any AdvanceFacility under which an Advance Financing Person agrees to fund Advances, (A) aServicer (i) shall remain obligated pursuant to this Agreement to make Advancespursuant to and as required by this Agreement and (ii) shall not be relieved ofsuch obligations by virtue of such Advance Facility and (B) neither the AdvanceFinancing Person nor any Servicer’s Assignee (as hereinafter defined) shall haveany right to proceed against or otherwise contact any Mortgagor for the purposeof collecting any payment that may be due with respect to any related MortgageLoan or enforcing any covenant of such Mortgagor under the related Mortgage Loandocuments. (c) If a Servicer enters into an Advance Facility, such Servicer andthe related Advance Financing Person shall deliver to the SecuritiesAdministrator at the address set forth in Section 12.05 hereof a written notice(an “Advance Facility Notice”), stating (a) the identity of the AdvanceFinancing Person and (b) the identity of the Person (the “Servicer’s Assignee”)that will, subject to Section 12.07(c) hereof, have the right to makewithdrawals from the Collection Account pursuant to Section 3.11 hereof toreimburse previously unreimbursed Advances (“Advance Reimbursement Amounts”).Advance Reimbursement Amounts (i) shall consist solely of amounts in respect ofAdvances for which such Servicer would be permitted to reimburse itself inaccordance with Section 3.11 hereof, assuming such Servicer had made the relatedAdvance(s) and (ii) shall not consist of amounts payable to a successor Servicerin accordance with Section 3.11 hereof to the extent permitted under Section12.07(e) below. (d) Notwithstanding the existence of an Advance Facility, aServicer, on behalf of the Advance Financing Person and that Servicer’sAssignee, shall be entitled to receive reimbursements of Advances in accordancewith Section 3.11 hereof, which entitlement may be terminated by the AdvanceFinancing Person pursuant to a written notice to the Trustee in the manner setforth in Section 12.05 hereof. Upon receipt of such written notice, suchServicer shall no longer be entitled to receive reimbursement for any AdvanceReimbursement Amounts and that Servicer’s Assignee shall immediately have theright to receive from the Collection Account all Advance Reimbursement Amounts.Notwithstanding the foregoing, and for the avoidance of doubt, (i) a Servicerand/or the Servicer’s Assignee shall only be entitled to reimbursement ofAdvance Reimbursement Amounts hereunder from withdrawals from the CollectionAccount pursuant to Section 3.11 of this Agreement and shall not otherwise beentitled to make withdrawals of, or receive, amounts that shall be deposited inthe Distribution Account pursuant to Sections 3.11(a)(i) and 3.27(b) hereof, and(ii) none of the Trustee or the Certificateholders shall have any right to, orotherwise be entitled to, receive any Advance Reimbursement Amounts to whichsuch Servicer or such Servicer’s Assignee, as applicable, shall be entitledpursuant to Section 3.11 hereof. An Advance Facility may be terminated by thejoint written direction of such Servicer and the related Advance FinancingPerson. Written notice of such termination shall be delivered to the Trustee inthe manner set forth in Section 12.05 hereof. None of the Depositor or theTrustee shall, as a result of the existence of any Advance Facility, have anyadditional duty or liability with respect to the calculation or payment of anyAdvance Reimbursement Amount, nor, as a result of the existence of any AdvanceFacility, shall the Depositor or the Trustee have any additional responsibilityto track or monitor the administration of the Advance Facility or the payment ofAdvance Reimbursement Amounts to such Servicer’s Assignee. The applicableServicer shall indemnify the Depositor, the Securities Administrator, the MasterServicer, the Trustee, any successor Servicer and the Trust Fund for any claim,loss, liability or damage resulting from any claim by the related AdvanceFinancing Person, except to the extent that such claim, loss, liability ordamage resulted from or arose out of negligence, recklessness or willfulmisconduct on the part of the Depositor, the Trustee or any successor Servicer,as the case may be, or failure by the successor Servicer or the Trustee, as thecase may be, to remit funds as required by this Agreement. The applicableServicer shall maintain and provide to any successor Servicer and, upon request,the Trustee a detailed accounting on a loan-by-loan basis as to amounts advancedby, pledged or assigned to, and reimbursed to any Advance Financing Person. Thesuccessor Servicer shall be entitled to rely on any such information provided bythe predecessor Servicer, and the successor Servicer shall not be liable for anyerrors in such information. (e) An Advance Financing Person who receives an assignment or pledgeof rights to receive Advance Reimbursement Amounts and/or whose obligations arelimited to the funding of Advances pursuant to an Advance Facility shall not berequired to meet the criteria for qualification as a Subservicer. (f) As between a predecessor Servicer and its Advance FinancingPerson, on the one hand, and a successor Servicer and its Advance FinancingPerson, if any, on the other hand, Advance Reimbursement Amounts on aloan-by-loan basis with respect to each Mortgage Loan as to which an Advanceshall have been made and be outstanding shall be allocated on a “first-in, firstout” basis. In the event such Servicer’s Assignee shall have received some orall of an Advance Reimbursement Amount related to Advances that were made by aPerson other than such predecessor Servicer or its related Advance FinancingPerson in error, then such Servicer’s Assignee shall be required to remit anyportion of such Advance Reimbursement Amount to each Person entitled to suchportion of such Advance Reimbursement Amount. Without limiting the generality ofthe foregoing, such Servicer shall remain entitled to be reimbursed by theAdvance Financing Person for all Advances funded by such Servicer to the extentthe related Advance Reimbursement Amounts have not been assigned or pledged tosuch Advance Financing Person or that Servicer’s Assignee. (g) For purposes of any Officer’s Certificate of any Servicer madepursuant to Section 4.01(d), any Nonrecoverable P&I Advance or NonrecoverableServicing Advance referred to therein may have been made by such Servicer or anypredecessor Servicer. In making its determination that any Advance or ServicingAdvance theretofore made has become a Nonrecoverable P&I Advance orNonrecoverable Servicing Advance, such Servicer shall apply the same criteria inmaking such determination regardless of whether such Advance or ServicingAdvance shall have been made by such Servicer or any predecessor Servicer. (h) Any amendment to this Section 12.07 or to any other provision ofthis Agreement that may be necessary or appropriate to effect the terms of anAdvance Facility as described generally in this Section 12.07, includingamendments to add provisions relating to a successor Servicer, may be enteredinto by the Securities Administrator, the Master Servicer, Trustee, theDepositor and each Servicer without the consent of any Certificateholder,provided such amendment complies with Section 12.01 hereof. All reasonable costsand expenses (including attorneys’ fees) of each party hereto of any suchamendment shall be borne solely by each Servicer. The parties hereto herebyacknowledge and agree that: (a) the Advances financed by and/or pledged to anAdvance Financing Person under any Advance Facility are obligations owed to suchServicer payable only from the cash flows and proceeds received under thisAgreement for reimbursement of Advances only to the extent provided herein, andthe Trustee and the Trust are not, as a result of the existence of any AdvanceFacility, obligated or liable to repay any Advances financed by the AdvanceFinancing Person; (b) such Servicer will be responsible for remitting to theAdvance Financing Person the applicable amounts collected by it as reimbursementfor Advances funded by the Advance Financing Person, subject to the provisionsof this Agreement; and (c) the Trustee shall not have any responsibility totrack or monitor the administration of the financing arrangement between suchapplicable Servicer and any Advance Financing Person. Section 12.08 Limitation on Rights of Certificateholders. The deathor incapacity of any Certificateholder shall not operate to terminate thisAgreement or the Trust created hereby, nor entitle such Certificateholder’slegal representative or heirs to claim an accounting or to take any action orcommence any proceeding in any court for a petition or winding up of the Trustcreated hereby, or otherwise affect the rights, obligations and liabilities ofthe parties hereto or any of them. No Certificateholder shall have any right to vote (except asprovided herein) or in any manner otherwise control the operation and managementof the Trust Fund, or the obligations of the parties hereto, nor shall anythingherein set forth or contained in the terms of the Certificates be construed soas to constitute the Certificateholders from time to time as partners or membersof an association; nor shall any Certificateholder be under any liability to anythird party by reason of any action taken by the parties to this Agreementpursuant to any provision hereof. No Certificateholder shall have any right by virtue or by availingitself of any provisions of this Agreement to institute any suit, action orproceeding 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 noticeof an Event of Default and of the continuance thereof, as herein provided, andunless the Holders of Certificates evidencing not less than 25% of the VotingRights evidenced by the Certificates shall also have made written request to theTrustee to institute such action, suit or proceeding in its own name as Trusteehereunder and shall have offered to the Trustee such reasonable indemnity as itmay require against the costs, expenses, and liabilities to be incurred thereinor 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 anysuch action, suit or proceeding; it being understood and intended, and beingexpressly covenanted by each Certificateholder with every otherCertificateholder and the Trustee, that no one or more Holders of Certificatesshall have any right in any manner whatever by virtue or by availing itself orthemselves of any provisions of this Agreement to affect, disturb or prejudicethe rights of the Holders of any other of the Certificates, or to obtain or seekto obtain priority over or preference to any other such Holder or to enforce anyright under this Agreement, except in the manner herein provided and for thecommon benefit of all Certificateholders. For the protection and enforcement ofthe provisions of this Section 12.08, each and every Certificateholder and theTrustee shall be entitled to such relief as can be given either at law or inequity. Section 12.09 Inspection and Audit Rights. Each Servicer agrees thaton reasonable prior notice, it will permit any representative of the Depositor,the Master Servicer or the Trustee during such Servicer’s normal business hours,to examine all the books of account, records, reports and other papers of suchServicer relating to the applicable Mortgage Loans, to make copies and extractstherefrom, to cause such books to be audited by independent certified publicaccountants selected by the Depositor, the Master Servicer or the Trustee and todiscuss its affairs, finances and accounts relating to such Mortgage Loans withits officers, employees and independent public accountants (and by thisprovision each Servicer hereby authorizes said accountants to discuss with suchrepresentative such affairs, finances and accounts), all at such reasonabletimes and as often as may be reasonably requested. Any reasonable out-of-pocketexpense of a Servicer incident to the exercise by the Depositor, the MasterServicer or the Trustee of any right under this Section 12.09 shall be borne bythe party making the request (except in the case of requests made by theTrustee, such expenses shall be borne by such Servicer). Each Servicer mayimpose commercially reasonable restrictions on dissemination of information suchServicer defines as confidential. Nothing in this Section 12.09 shall limit the obligation of eachServicer to observe any applicable law prohibiting disclosure of informationregarding the Mortgagors and the failure of such Servicer to provide access asprovided in this Section 12.09 as a result of such obligation shall notconstitute a breach of this Section. Nothing in this Section 12.09 shall requireeach Servicer to collect, create, collate or otherwise generate any informationthat it does not generate in its usual course of business. Each Servicer shallnot be required to make copies of or to ship documents to any Person who is nota party to this Agreement, and then only if provisions have been made for thereimbursement of the costs thereof. Section 12.10 Certificates Nonassessable and Fully Paid. It is theintention of the Depositor that Certificateholders shall not be personallyliable for obligations of the Trust Fund, that the interests in the Trust Fundrepresented by the Certificates shall be nonassessable for any reasonwhatsoever, and that the Certificates, upon due authentication thereof by theSecurities Administrator pursuant to this Agreement, are and shall be deemedfully paid. Section 12.11 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 ORRELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIEDBEFORE A JUDGE SITTING WITHOUT A JURY. Section 12.12 Limitation of Damages. NOTWITHSTANDING ANYTHINGCONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BELIABLE TO ANY OTHER PARTY FOR ANY PUNITIVE DAMAGES WHATSOEVER, WHETHER INCONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGALOR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT BEAPPLICABLE WITH RESPECT TO THIRD PARTY CLAIMS MADE AGAINST A PARTY. Section 12.13 Rights of the Swap Provider. The Swap Provider shallbe deemed a third-party beneficiary of this Agreement to the same extent as ifit were a party hereto and shall have the right to enforce its rights under thisAgreement. Section 12.14 No Solicitation. From and after the Closing Date, eachServicer agrees that it will not take any action or cause any action to be takenby any of its agents or Affiliates, or by any independent contractors orindependent mortgage brokerage companies on its behalf, to personally, bytelephone, mail or electronic mail, specifically target through directsolicitations, the Mortgagors under the Mortgage Loans for the purpose ofrefinancing such Mortgage Loans; provided, however, that it is understood andagreed that promotions undertaken by such Servicer or any of its Affiliateswhich (i) concern optional insurance products (excluding single premiuminsurance) or other financial products or services (excluding any mortgagerelated products such as home equity lines of credit and second mortgageproducts), or (ii) are directed to the general public at large or certainsegments thereof exclusive of the Mortgagors as a targeted group and, includingmass mailings based on commercially acquired mailing lists, newspaper, radio andtelevision advertisements shall not constitute solicitation under this Section12.14, nor is such Servicer prohibited from responding to unsolicited requestsor inquiries made by a Mortgagor or his or her agent. Section 12.15 Regulation AB Compliance; Intent of the Parties;Reasonableness. The parties hereto acknowledge that interpretations of therequirements of Regulation AB may change over time, whether due to interpretiveguidance provided by the Commission or its staff, consensus among participantsin the asset-backed securities markets, advice of counsel, or otherwise, andagree to comply with reasonable requests made by the Depositor in good faith fordelivery of information under these provisions on the basis of evolvinginterpretations of Regulation AB. In connection with the Trust, the SecuritiesAdministrator, the Master Servicer, each Servicer, the Trustee and eachCustodian shall cooperate fully with the Depositor to deliver to the Depositor(including its assignees or designees), any and all statements, reports,certifications, records and any other information available to such party andreasonably necessary in the good faith determination of the Depositor to permitthe Depositor to comply with the provisions of Regulation AB. * * * * * * * IN WITNESS WHEREOF, the Depositor, the Trustee, the SecuritiesAdministrator, the Master Servicer, each Custodian and each Servicer have causedtheir names to be signed hereto by their respective officers thereunto dulyauthorized as of the day and year first above written. GS MORTGAGE SECURITIES CORP., as Depositor By: /s/ Michelle Gill ———————————— Name: Michelle Gill Title: Vice President LITTON LOAN SERVICING LP, as Servicer By: /s/ Janice McClure ———————————— Name: Janice McClure Title: Senior Vice President SELECT PORTFOLIO SERVICING, INC., as Servicer By: /s/ Timothy J. O’Brien ———————————— Name: Timothy J. O’Brien Title: EVP of Operations AVELO MORTGAGE, L.L.C., as Servicer By: /s/ J. Nelson Moffett ———————————— Name: J. Nelson Moffett Title: President WELLS FARGO BANK, N.A., as Master Servicer and Securities Administrator By: /s/ Patricia M. Russo ———————————— Name: Patricia M. Russo Title: Vice President J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Custodian By: /s/ Linda Hurt ———————————— Name: Linda Hurt Title: AVP U.S. BANK NATIONAL ASSOCIATION, as Custodian By: /s/ Mark A. Hess ———————————— Name: Mark A. Hess Title: Assistant Vice President DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian By: /s/ Andrew Hays ———————————— Name: Andrew Hays Title: Associate By: /s/ Norma Catone ———————————— Name: Norma Catone Title: Vice President LASALLE BANK NATIONAL ASSOCIATION, solely as Trustee and not in its individual capacity By: /s/ Susan L. Feld ———————————— Name: Susan L. Feld Title: Assistant Vice President SCHEDULE I Mortgage Loan Schedule (Delivered to the Securities Administrator and the Servicers and the applicable Custodian and not attached to the Pooling and Servicing Agreement) SCHEDULE II GSAMP Mortgage Loan Trust 2006-HE3, Mortgage Pass-Through Certificates Representations and Warranties of Litton Loan Servicing LP Litton Loan Servicing LP (“Litton”) hereby makes the representationsand warranties set forth in this Schedule II to the Depositor, the SecuritiesAdministrator, the Master Servicer and the Trustee, as of the Closing Date, orif so specified herein, as of the Cut-off Date. Capitalized terms used but nototherwise defined in this Schedule II shall have the meanings ascribed theretoin the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”)relating to the above-referenced Series. (1) Litton is a Delaware limited partnership, validly existing and in good standing under the laws of the State of Delaware and is duly authorized and qualified to transact any and all business contemplated by this Pooling and Servicing Agreement to be conducted by Litton in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such State, to the extent necessary to ensure its ability to enforce each Mortgage Loan and to service the Mortgage Loans in accordance with the terms of this Pooling and Servicing Agreement; (2) Litton has the full power and authority to service each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Pooling and Servicing Agreement and has duly authorized by all necessary action on the part of Litton the execution, delivery and performance of this Pooling and Servicing Agreement; and this Pooling and Servicing Agreement, assuming the due authorization, execution and delivery thereof by the Depositor, the Securities Administrator, the Master Servicer, each Custodian and the Trustee, constitutes a legal, valid and binding obligation of Litton, enforceable against Litton in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (3) The execution and delivery of this Pooling and Servicing Agreement by Litton, the servicing of the Mortgage Loans by Litton hereunder, the consummation by Litton of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of Litton and will not (A) result in a breach of any term or provision of the organizational documents of Litton or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which Litton is a party or by which it may be bound, or any statute, order or regulation applicable to Litton of any court, regulatory body, administrative agency or governmental body having jurisdiction over Litton; and Litton is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to Litton’s knowledge, would in the future materially and adversely affect, (x) the ability of Litton to perform its obligations under this Pooling and Servicing Agreement or (y) the business, operations, financial condition, properties or assets of Litton taken as a whole; (4) Litton is an approved seller/servicer for Fannie Mae and an approved servicer for Freddie Mac in good standing; (5) No litigation is pending against Litton that would materially and adversely affect the execution, delivery or enforceability of this Pooling and Servicing Agreement or the ability of Litton to service the Mortgage Loans or to perform any of its other obligations hereunder in accordance with the terms hereof; (6) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by Litton of, or compliance by Litton with, this Pooling and Servicing Agreement or the consummation by Litton of the transactions contemplated by this Pooling and Servicing Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date; (7) Litton covenants that it possesses the ability and processes necessary to service the Mortgage Loans in accordance with the terms of this Pooling and Servicing Agreement; and (8) With respect to each Mortgage Loan, to the extent Litton serviced such Mortgage Loan and to the extent Litton provided monthly reports to the three credit repositories, Litton 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. SCHEDULE III GSAMP Mortgage Loan Trust 2006-HE3, Mortgage Pass-Through Certificates Representations and Warranties of Select Portfolio Servicing, Inc. Select Portfolio Servicing, Inc. (“SPS”) hereby makes therepresentations and warranties set forth in this Schedule III to the Depositor,the Securities Administrator, the Master Servicer and the Trustee, as of theClosing Date, or if so specified herein, as of the Cut-off Date. Capitalizedterms used but not otherwise defined in this Schedule III shall have themeanings ascribed thereto in the Pooling and Servicing Agreement (the “Poolingand Servicing Agreement”) relating to the above-referenced Series. (i) SPS is a corporation duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is qualified under the laws of each state where required by applicable law or is otherwise exempt under applicable law from such qualification. (ii) SPS has all requisite corporate power, authority and capacity to enter into the Pooling and Servicing Agreement and to perform the obligations required of it thereunder. The Pooling and Servicing Agreement (assuming the due authorization and execution of the Pooling and Servicing Agreement by the other parties thereto) constitutes a valid and legally binding agreement of SPS enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws, and by equitable principles affecting the enforceability of the rights of creditors. (iii) None of the execution and delivery of the Pooling and Servicing Agreement, the consummation of any other transaction contemplated therein, or the fulfillment of or compliance with the terms of the Pooling and Servicing Agreement, will result in the breach of, or constitute a default under, any term or provision of the organizational documents of SPS or conflict with, result in a material breach, violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or instrument to which SPS is a party or by which it is bound, or any statute, order, judgment, or regulation applicable to SPS of any court, regulatory body, administrative agency or governmental body having jurisdiction over SPS. (iv) There is no action, suit, proceeding or investigation pending, or to SPS’s knowledge threatened, against SPS before any court, administrative agency or other tribunal (a) asserting the invalidity of the Pooling and Servicing Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated thereby or (c) which might reasonably be expected to materially and adversely affect the performance by SPS of its obligations under, or the validity or enforceability of, the Pooling and Servicing Agreement. (v) No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is required, under state or federal law prior to the execution, delivery and performance by SPS of the Pooling and Servicing Agreement or the consummation of the transactions contemplated by the Pooling and Servicing Agreement. SCHEDULE IV GSAMP Mortgage Loan Trust 2006-HE3, Mortgage Pass-Through Certificates Representations and Warranties of Avelo Mortgage, L.L.C. Avelo Mortgage, L.L.C. (“Avelo”) hereby makes the representationsand warranties set forth in this Schedule IV to the Depositor, the SecuritiesAdministrator, the Master Servicer and the Trustee, as of the Closing Date.Capitalized terms used but not otherwise defined in this Schedule IV shall havethe meanings ascribed thereto in the Pooling and Servicing Agreement (the”Pooling and Servicing Agreement”) relating to the above-referenced Series. (a) Due Organization and Authority.(b) Avelo is a Delaware limitedliability company duly organized, validly existing and in good standing underthe laws of Delaware and has all licenses necessary to carry on its business asnow being conducted and is licensed, qualified and in good standing in eachstate where a Mortgaged Property is located if the laws of such state requirelicensing or qualification in order to conduct business of the type conducted byAvelo, and in any event Avelo is in compliance with the laws of any such stateto the extent necessary to ensure the enforceability of the related MortgageLoan in accordance with the terms of this Pooling and Servicing Agreement; Avelohas the full power and authority to execute and deliver this Pooling andServicing Agreement and to perform in accordance herewith; the execution,delivery and performance of this Pooling and Servicing Agreement (including allinstruments of transfer to be delivered pursuant to this Pooling and ServicingAgreement) by Avelo and the consummation of the transactions contemplated herebyhave been duly and validly authorized; this Pooling and Servicing Agreementevidences the valid, binding and enforceable obligation of Avelo; and allrequisite action has been taken by Avelo to make this Pooling and ServicingAgreement valid and binding upon Avelo in accordance with its terms; (c) Ordinary Course of Business. The consummation of thetransactions contemplated by this Pooling and Servicing Agreement are in theordinary course of business of Avelo. (d) No Conflicts. Neither the execution and delivery of this Poolingand Servicing Agreement, nor the fulfillment of or compliance with the terms andconditions of this Pooling and Servicing Agreement, will conflict with or resultin a breach of any of the terms, conditions or provisions of Avelo’s certificateof formation or limited liability company agreement or any legal restriction orany agreement or instrument to which Avelo is now a party or by which it isbound, or constitute a default or result in an acceleration under any of theforegoing, or result in the violation of any law, rule, regulation, order,judgment or decree to which Avelo or its property is subject, or impair theability of the Sponsor to realize on the Mortgage Loans, or impair the value ofthe Mortgage Loans. (e) Ability to Service. Avelo has the facilities, procedures, andexperienced personnel necessary for the sound servicing of mortgage loans of thesame type as the Mortgage Loans. Avelo is in good standing to enforce andservice mortgage loans in the jurisdiction wherein the Mortgaged Properties arelocated. (f) Ability to Perform. Avelo does not believe, nor does it have anyreason or cause to believe, that it cannot perform each and every covenantcontained in this Pooling and Servicing Agreement. (g) No Litigation Pending. There is no action, suit, proceeding orinvestigation pending or to the best of Servicer’s knowledge threatened againstAvelo, before any court, administrative agency or other tribunal asserting theinvalidity of this Pooling and Servicing Agreement, seeking to prevent theconsummation of any of the transactions contemplated by this Pooling andServicing Agreement or which, either in any one instance or in the aggregate,may result in any material adverse change in the business, operations, financialcondition, properties or assets of Avelo, or in any material impairment of theright or ability of Avelo to carry on its business substantially as nowconducted, or in any material liability on the part of Avelo, or which woulddraw into question the validity of this Pooling and Servicing Agreement, or theMortgage Loans or of any action taken or to be taken in connection with theobligations of Avelo contemplated herein, or which would be likely to impairmaterially the ability of Avelo to perform under the terms of this Pooling andServicing Agreement. (h) No Consent Required. No consent, approval, authorization ororder of any court or governmental agency or body is required for the execution,delivery and performance by Avelo of or compliance by Avelo with this Poolingand Servicing Agreement, or the servicing of the Mortgage Loans as evidenced bythe consummation of the transactions contemplated by this Pooling and ServicingAgreement, or if required, such approval has been obtained prior to the datehereof. (i) No Untrue Information.(j) No statement, report or other documentrelating to Avelo furnished or to be furnished by Avelo pursuant to this Poolingand Servicing Agreement or in connection with the transactions contemplatedhereby contains any untrue statement of material fact or omits to state amaterial fact necessary to make the statements contained therein not misleading. SCHEDULE V GSAMP Mortgage Loan Trust 2006-HE3, Mortgage Pass-Through Certificates Representations and Warranties of J.P. Morgan Trust Company, National Association, as Custodian J.P. Morgan Trust Company, National Association (“J.P. Morgan TrustCompany”) hereby makes the representations and warranties set forth in thisSchedule V to the Depositor, the Servicer and the Trustee, as of the ClosingDate, or if so specified herein, as of the Cut-off Date: (1) J.P. Morgan Trust Company is a national trust company duly organized, validly existing and in good standing under the federal laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Pooling and Servicing Agreement to be conducted by J.P. Morgan Trust Company; (2) J.P. Morgan Trust Company has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Pooling and Servicing Agreement and has duly authorized by all necessary action on the part of J.P. Morgan Trust Company the execution, delivery and performance of this Pooling and Servicing Agreement; and this Pooling and Servicing Agreement, assuming the due authorization, execution and delivery thereof by the Depositor, the Servicer and the Trustee, constitutes a legal, valid and binding obligation of J.P. Morgan Trust Company, enforceable against J.P. Morgan Trust Company in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (3) The execution and delivery of this Pooling and Servicing Agreement by J.P. Morgan Trust Company, the consummation by J.P. Morgan Trust Company of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of J.P. Morgan Trust Company and will not (A) result in a breach of any term or provision of the organizational documents of J.P. Morgan Trust Company or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which J.P. Morgan Trust Company is a party or by which it may be bound, or any statute, order or regulation applicable to J.P. Morgan Trust Company of any court, regulatory body, administrative agency or governmental body having jurisdiction over J.P. Morgan Trust Company; and J.P. Morgan Trust Company is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to J.P. Morgan Trust Company’s knowledge, would in the future materially and adversely affect, (x) the ability of J.P. Morgan Trust Company to perform its obligations under this Pooling and Servicing Agreement or (y) the business, operations, financial condition, properties or assets of J.P. Morgan Trust Company taken as a whole; (4) No litigation is pending against J.P. Morgan Trust Company that would materially and adversely affect the execution, delivery or enforceability of this Pooling and Servicing Agreement or the ability of J.P. Morgan Trust Company to perform any of its obligations hereunder in accordance with the terms hereof; and (5) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by J.P. Morgan Trust Company of, or compliance by J.P. Morgan Trust Company with, this Pooling and Servicing Agreement or the consummation by J.P. Morgan Trust Company of the transactions contemplated by this Pooling and Servicing Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date. SCHEDULE VI GSAMP Mortgage Loan Trust 2006-HE3, Mortgage Pass-Through Certificates Representations and Warranties of U.S. Bank National Association, a national banking association, as Custodian U.S. Bank National Association, a national banking association(“U.S. Bank”) hereby makes the representations and warranties set forth in thisSchedule VI to the Depositor, the Servicer and the Trustee, as of the ClosingDate, or if so specified herein, as of the Cut-off Date: (1) U.S. Bank is a national banking association duly organized, validly existing and in good standing under the federal laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Pooling and Servicing Agreement to be conducted by U.S. Bank; (2) U.S. Bank has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Pooling and Servicing Agreement and has duly authorized by all necessary action on the part of U.S. Bank the execution, delivery and performance of this Pooling and Servicing Agreement; and this Pooling and Servicing Agreement, assuming the due authorization, execution and delivery thereof by the Depositor, the Servicer and the Trustee, constitutes a legal, valid and binding obligation of U.S. Bank, enforceable against U.S. Bank in accordance with its terms, except to the extent that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (3) The execution and delivery of this Pooling and Servicing Agreement by U.S. Bank, the consummation by U.S. Bank of any other of the transactions herein contemplated, and the fulfillment of or compliance with the terms hereof are in the ordinary course of business of U.S. Bank and will not (A) result in a breach of any term or provision of the organizational documents of U.S. Bank or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material agreement or instrument to which U.S. Bank is a party or by which it may be bound, or any statute, order or regulation applicable to U.S. Bank of any court, regulatory body, administrative agency or governmental body having jurisdiction over U.S. Bank; and U.S. Bank is not a party to, bound by, or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects or, to U.S. Bank’s knowledge, would in the future materially and adversely affect, (x) the ability of U.S. Bank to perform its obligations under this Pooling and Servicing Agreement or (y) the business, operations, financial condition, properties or assets of U.S. Bank taken as a whole; (4) No litigation is pending against U.S. Bank that would materially and adversely affect the execution, delivery or enforceability of this Pooling and Servicing Agreement or the ability of U.S. Bank to perform any of its obligations hereunder in accordance with the terms hereof; and (5) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by U.S. Bank of, or compliance by U.S. Bank with, this Pooling and Servicing Agreement or the consummation by U.S. Bank of the transactions contemplated by this Pooling and Servicing Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained prior to the Closing Date. SCHEDULE VII GSAMP Mortgage Loan Trust 2006-HE3, Mortgage Pass-Through Certificates Representations and Warranties of Deutsche Bank National Trust Company, a national banking association, as Custodian Deutsche Bank National Trust Company (“Deutsche Bank”) hereby makesthe representations and warranties set forth in this Schedule VII to theDepositor, the Master Servicer, the Servicer, the Securities Administrator andthe Trustee, as of the Closing Date, or if so specified herein, as of theCut-off Date: (1) Deutsche Bank is duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by Deutsche Bank or is otherwise not required under applicable law to effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to perform any of its obligations under this Agreement in accordance with the terms thereof. (2) Deutsche Bank has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by this Agreement and has duly authorized by all necessary action on the part of Deutsche Bank the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligation of Deutsche Bank, enforceable against Deutsche Bank in accordance with its terms, except that (i) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (3) The execution and delivery of this Agreement by Deutsche Bank, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of Deutsche Bank and will not result in a material breach of any term or provision of the articles of association or bylaws of Deutsche Bank. EXHIBIT A-1 FORM OF CLASS A, CLASS M AND CLASS B CERTIFICATES[To be added to the Class B-1 and Class B-2 Certificates while they remainPrivate Certificates: IF THIS CERTIFICATE IS A PHYSICAL CERTIFICATE, NEITHERTHIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSEDTRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFEROR CERTIFICATE(THE “TRANSFEROR CERTIFICATE”) IN THE FORM OF EXHIBIT I TO THE AGREEMENTREFERRED TO HEREIN AND EITHER (I) THE SECURITIES ADMINISTRATOR RECEIVES A RULE144A LETTER (THE “144A LETTER”) IN THE FORM OF EXHIBIT J TO THE AGREEMENTREFERRED TO HEREIN OR A LETTER (THE “NON-RULE 144A INVESTMENT LETTER”) IN THEFORM OF EXHIBIT K TO THE AGREEMENT REFERRED TO HEREIN OR (II) THE SECURITIESADMINISTRATOR RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THETRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THESECURITIES ACT OF 1933, AS AMENDED.IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE PROPOSED TRANSFEROR WILL BEDEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE TRANSFERORCERTIFICATE AND THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE EACH OF THECERTIFICATIONS SET FORTH IN THE RULE 144A LETTER, IN EACH CASE AS IF SUCHCERTIFICATE WERE EVIDENCED BY A PHYSICAL CERTIFICATE.In the event that a transfer of a Private Certificate which is a Book-EntryCertificate is to be made in reliance upon an exemption from the Securities Actand such laws, in order to assure compliance with the Securities Act and suchlaws, the Certificateholder desiring to effect such transfer will be deemed tohave made as of the transfer date each of the certifications set forth in theTransferor Certificate in respect of such Certificate and the transferee will bedeemed to have made as of the transfer date each of the certifications set forthin the Rule 144A Letter in respect of such Certificate, in each case as if suchCertificate were evidenced by a Physical Certificate.]Unless this Certificate is presented by an authorized representative of theDepository Trust Company, a New York corporation (“DTC”), to Issuer or its agentfor registration of transfer, exchange, or payment, and any certificate issuedis registered in the name of Cede & Co. or in such other name as is requested byan authorized representative of DTC (and any payment is made to Cede & Co. or tosuch other entity as is requested by an authorized representative of DTC), ANYTRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSONIS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interestherein.SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS ANINTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,”AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THEINTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND CERTAIN OTHERASSETS.AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNEROF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVEREPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENTSUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR APLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLYSIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ONBEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN ORARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLEFOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTIONCLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-8, PTCE 95-60 OR PTCE 96-23OR A COMPARABLE EXEMPTION AVAILABLE UNDER SIMILAR LAW.Certificate No. :Cut-off Date : May 1, 2006First Distribution Date : June 27, 2006Initial Certificate Balanceof this Certificate(“Denomination”) :Initial Certificate Balancesof all Certificates of this Class CertificateClass : Class Balance ———————– ———————- Class A-1 $ 304,472,000 Class A-2A $ 517,353,000 Class A-2B $ 176,107,000 Class A-2C $ 151,980,000 Class A-2D $ 49,697,000 Class M-1 $ 63,053,000 Class M-2 $ 59,063,000 Class M-3 $ 35,916,000 Class M-4 $ 31,926,000 Class M-5 $ 29,531,000 Class M-6 $ 27,137,000 Class M-7 $ 25,540,000 Class M-8 $ 22,348,000 Class M-9 $ 19,156,000 Class B-1 $ 19,155,000 Class B-2 $ 17,559,000CUSIP : Class CUSIP No. ———————– ———————- Class A-1 36244K AA 3 Class A-2A 36244K AB 1 Class A-2B 36244K AC 9 Class A-2C 36244K AD 7 Class A-2D 36244K AE 5 Class M-1 36244K AF 2 Class M-2 36244K AG 0 Class M-3 36244K AH 8 Class M-4 36244K AJ 4 Class M-5 36244K AK 1 Class M-6 36244K AL 9 Class M-7 36244K AM 7 Class M-8 36244K AN 5 Class M-9 36244K AP 0 Class B-1 36244K AV 7 Class B-2 36244K AW 5ISIN : Class A-1 US36244KAA34 Class A-2A US36244KAB17 Class A-2B US36244KAC99 Class A-2C US36244KAD72 Class A-2D US36244KAE55 Class M-1 US36244KAF21 Class M-2 US36244KAG04 Class M-3 US36244KAH86 Class M-4 US36244KAJ43 Class M-5 US36244KAK16 Class M-6 US36244KAL98 Class M-7 US36244KAM71 Class M-8 US36244KAN54 Class M-9 US36244KAP03 Class B-1 US36244KAV70 Class B-2 US36244KAW53 GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, Series 2006-HE3 [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 asset forth herein. Accordingly, the Certificate Balance at any time may be lessthan the Certificate Balance as set forth herein. This Certificate does notevidence an obligation of, or an interest in, and is not guaranteed by theDepositor, the Master Servicer, the Servicers, the Securities Administrator, theCustodians, the Purchaser, the applicable Original Loan Seller or the Trustee orany other party to the Agreement referred to below or any of their respectiveaffiliates. Neither this Certificate nor the Mortgage Loans are guaranteed orinsured by any governmental agency or instrumentality. This certifies that [________________] is the registered owner ofthe Percentage Interest evidenced by this Certificate (obtained by dividing thedenomination of this Certificate by the aggregate of the denominations of allCertificates of the Class to which this Certificate belongs) in certain monthlydistributions pursuant to a Pooling and Servicing Agreement, dated as of theCut-off Date specified above (the “Agreement”), among GS Mortgage SecuritiesCorp., as depositor (the “Depositor”), Litton Loan Servicing LP, as a servicer(“Litton”), Select Portfolio Servicing, Inc., as a servicer (“SPS”), AveloMortgage, L.L.C., as a servicer (together with Litton and SPS, the “Servicers”),J.P. Morgan Trust Company, National Association, as a custodian (“J.P. Morgan”),U.S. Bank National Association (“U.S. Bank”), as a custodian, Deutsche BankNational Trust Company, as a custodian (together with J.P. Morgan and U.S. Bank,the “Custodians”) and LaSalle Bank National Association, as trustee (the”Trustee”) and Wells Fargo Bank, N.A., as master servicer (the “MasterServicer”) and securities administrator (the “Securities Administrator”). To theextent not defined herein, the capitalized terms used herein have the meaningsassigned in the Agreement. This Certificate is issued under and is subject tothe terms, provisions and conditions of the Agreement, to which Agreement theHolder of this Certificate by virtue of the acceptance hereof assents and bywhich such Holder is bound. Reference is hereby made to the further provisions of thisCertificate set forth on the reverse hereof, which further provisions shall forall purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under theAgreement or be valid for any purpose unless manually authenticated by anauthorized signatory of the Securities Administrator. *** IN WITNESS WHEREOF, the Securities Administrator has caused thisCertificate to be duly executed.Dated: WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator By:______________________________________Authenticated:By:_________________________________________ Authorized Signatory of WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates This Certificate is one of a duly authorized issue of Certificatesdesignated as GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, of theSeries specified on the face hereof (herein collectively called the”Certificates”), and representing a beneficial ownership interest in the TrustFund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agreesthat it will look solely to the funds on deposit in the Distribution Account forpayment hereunder and that the Securities Administrator is not liable to theCertificateholders for any amount payable under this Certificate or theAgreement or, except as expressly provided in the Agreement, subject to anyliability under the Agreement. This Certificate does not purport to summarize the Agreement andreference is made to the Agreement for the interests, rights and limitations ofrights, benefits, obligations and duties evidenced thereby, and the rights,duties and immunities of the Securities Administrator. Pursuant to the terms of the Agreement, a distribution will be madeon the 25th day of each month or, if such day is not a Business Day, theBusiness Day immediately following (the “Distribution Date”), commencing on thefirst Distribution Date specified on the face hereof, to the Person in whosename this Certificate is registered at the close of business on the applicableRecord Date in an amount equal to the product of the Percentage Interestevidenced by this Certificate and the amount required to be distributed toHolders of Certificates of the Class to which this Certificate belongs on suchDistribution Date pursuant to the Agreement. The Record Date for eachDistribution Date is the last Business Day of the applicable Interest AccrualPeriod for the related Distribution Date; provided, however, that for anyDefinitive Certificates, the Record Date shall be the last Business Day of themonth immediately preceding the month of such Distribution Date (or if such dayis not a Business Day, on the immediately preceding Business Day). Distributions on this Certificate shall be made by wire transfer ofimmediately available funds to the account of the Holder hereof at a bank orother entity having appropriate facilities therefor, if such Certificateholdershall have so notified the Securities Administrator in writing at least fiveBusiness Days prior to the related Record Date and such Certificateholder shallsatisfy the conditions to receive such form of payment set forth in theAgreement, or, if not, by check mailed by first class mail to the address ofsuch Certificateholder appearing in the Certificate Register. The finaldistribution on each Certificate will be made in like manner, but only uponpresentment and surrender of such Certificate at the offices designated by theSecurities Administrator for such purposes, or such other location specified inthe notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, theamendment thereof and the modification of the rights and obligations of theSecurities Administrator and the rights of the Certificateholders under theAgreement at any time by the Depositor, the Master Servicer, the Servicers, theSecurities Administrator, the Custodians and the Trustee with the consent of theHolders of Certificates affected by such amendment evidencing the requisitePercentage Interest, as provided in the Agreement. Any such consent by theHolder of this Certificate shall be conclusive and binding on such Holder andupon all future Holders of this Certificate and of any Certificate issued uponthe transfer hereof or in exchange therefor or in lieu hereof whether or notnotation of such consent is made upon this Certificate. The Agreement alsopermits the amendment thereof, in certain limited circumstances, without theconsent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitationstherein set forth, the transfer of this Certificate is registrable in theCertificate Register of the Securities Administrator upon surrender of thisCertificate for registration of transfer at the offices designated by theSecurities Administrator for such purposes or such other location specified inthe notice to Certificateholders, accompanied by a written instrument oftransfer in form satisfactory to the Securities Administrator duly executed bythe holder hereof or such holder’s attorney duly authorized in writing, andthereupon one or more new Certificates of the same Class in authorizeddenominations and evidencing the same aggregate Percentage Interest in the TrustFund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificateswithout coupons in denominations specified in the Agreement. As provided in theAgreement and subject to certain limitations therein set forth, Certificates areexchangeable for new Certificates of the same Class in authorized denominationsand evidencing the same aggregate Percentage Interest, as requested by theHolder surrendering the same. No service charge will be made for any such registration of transferor exchange, but the Securities Administrator may require payment of a sumsufficient to cover any tax or other governmental charge payable in connectiontherewith. The Depositor and the Securities Administrator and any agent of theDepositor or the Securities Administrator may treat the Person in whose namethis Certificate is registered as the owner hereof for all purposes, and neitherthe Depositor, the Securities Administrator, nor any such agent shall beaffected by any notice to the contrary. On any Distribution Date on which the aggregate Stated PrincipalBalance of the Mortgage Loans is less than or equal to 10% of the Cut-off DatePool Principal Balance, the Person specified in Section 11.01 of the Agreementwill have the option to repurchase, in whole, from the Trust Fund all remainingMortgage Loans and all property acquired in respect of the Mortgage Loans at apurchase price determined as provided in the Agreement. The obligations andresponsibilities created by the Agreement will terminate as provided in Section11.01 of the Agreement. Any term used herein that is defined in the Agreement shall have themeaning assigned in the Agreement, and nothing herein shall be deemedinconsistent with that meaning. ASSIGNMENTFOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)unto ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________(Please print or typewrite name and address including postal zip code ofassignee)the Percentage Interest evidenced by the within Certificate and herebyauthorizes the transfer of registration of such Percentage Interest to assigneeon the Certificate Register of the Trust Fund. I (We) further direct the Securities Administrator to issue a newCertificate of a like denomination and Class, to the above named assignee anddeliver such Certificate to the following address:_______________________________________________________________________________.Dated: ______________________________________ Signature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes ofdistribution: Distributions shall be made, by wire transfer or otherwise, inimmediately 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. EXHIBIT B FORM OF CLASS P CERTIFICATENEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THEPROPOSED TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFERORCERTIFICATE IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN ANDEITHER (i) THE SECURITIES ADMINISTRATOR RECEIVES A RULE 144A LETTER IN THE FORMOF EXHIBIT J TO THE AGREEMENT REFERRED TO HEREIN OR (ii) THE SECURITIESADMINISTRATOR RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THETRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THESECURITIES ACT OF 1933, AS AMENDED.NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THETRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER TOTHE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLEI 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 APPLICABLEFEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLY SIMILAR TO THE FOREGOINGPROVISIONS OF ERISA OR THE CODE, OR A PERSON INVESTING ON BEHALF OF OR WITH PLANASSETS OF SUCH A PLAN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANYPURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFITPLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAWWITHOUT THE REPRESENTATION LETTER SATISFACTORY TO THE SECURITIES ADMINISTRATORAS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.Certificate No. :Cut-off Date : May 1, 2006First Distribution Date : June 27, 2006Percentage Interest ofthis Certificate(“Denomination”) : [_____]%CUSIP : 36244K AU 9ISIN US36244KAU97 GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, Series 2006-HE3 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 distributablemonthly as set forth herein. This Certificate does not evidence an obligationof, or an interest in, and is not guaranteed by the Depositor, the MasterServicer, the Servicers, the Securities Administrator, the Custodians, thePurchaser, the applicable Original Loan Seller or the Trustee or any other partyto the Agreement referred to below or any of their respective affiliates.Neither this Certificate nor the Mortgage Loans are guaranteed or insured by anygovernmental agency or instrumentality. This certifies that [_____________] is the registered owner of thePercentage Interest evidenced by this Certificate (obtained by dividing thedenomination of this Certificate by the aggregate of the denominations of allCertificates of the Class to which this Certificate belongs) in certain monthlydistributions pursuant to a Pooling and Servicing Agreement, dated as of theCut-off Date specified above (the “Agreement”), among GS Mortgage SecuritiesCorp., as depositor (the “Depositor”), Litton Loan Servicing LP, as a servicer(“Litton”), Select Portfolio Servicing, Inc., as a servicer (“SPS”), AveloMortgage, L.L.C., as a servicer (together with Litton and SPS, the “Servicers”),J.P. Morgan Trust Company, National Association, as a custodian (“J.P. Morgan”),U.S. Bank National Association (“U.S. Bank”), as a custodian, Deutsche BankNational Trust Company, as a custodian (together with J.P. Morgan and U.S. Bank,the “Custodians”) and LaSalle Bank National Association, as trustee (the”Trustee”) and Wells Fargo Bank, N.A., as master servicer (the “MasterServicer”) and securities administrator (the “Securities Administrator”). To theextent not defined herein, the capitalized terms used herein have the meaningsassigned in the Agreement. This Certificate is issued under and is subject tothe terms, provisions and conditions of the Agreement, to which Agreement theHolder of this Certificate by virtue of the acceptance hereof assents and bywhich such Holder is bound. This Certificate does not have a Pass-Through Rate and will beentitled to distributions only to the extent set forth in the Agreement. Inaddition, any distribution of the proceeds of any remaining assets of the Trustwill be made only upon presentment and surrender of this Certificate at theoffices designated by the Securities Administrator for such purpose. No transfer of a Certificate of this Class shall be made unless suchdisposition is exempt from the registration requirements of the Securities Actof 1933, as amended (the “1933 Act”), and any applicable state securities lawsor is made in accordance with the 1933 Act and such laws. In the event of anysuch transfer, the Securities Administrator shall require the transferor toexecute a transferor certificate (in substantially the form attached to theAgreement) and deliver either (i) a Rule 144A Letter, in either casesubstantially in the form attached to the Agreement, or (ii) a written Opinionof Counsel to the Securities Administrator that such transfer may be madepursuant to an exemption, describing the applicable exemption and the basistherefor, from the 1933 Act or is being made pursuant to the 1933 Act, whichOpinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless theSecurities Administrator shall have received a representation letter from thetransferee of such Certificate, acceptable to and in form and substancesatisfactory to the Securities Administrator, to the effect that such transfereeis not an employee benefit plan subject to Section 406 of ERISA, Section 4975 ofthe Code or any materially similar provisions of applicable federal, state orlocal law (“Similar Law”), or a person acting on behalf of or investing planassets of any such plan, which representation letter shall not be an expense ofthe Securities Administrator. Reference is hereby made to the further provisions of thisCertificate set forth on the reverse hereof, which further provisions shall forall purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under theAgreement or be valid for any purpose unless manually authenticated by anauthorized signatory of the Securities Administrator. ***IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate tobe duly executed.Dated: WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator By: _______________________________________Authenticated:By ____________________________________ Authorized Signatory of WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates This Certificate is one of a duly authorized issue of Certificatesdesignated as GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, of theSeries specified on the face hereof (herein collectively called the”Certificates”), and representing a beneficial ownership interest in the TrustFund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agreesthat it will look solely to the funds on deposit in the Distribution Account forpayment hereunder and that the Securities Administrator is not liable to theCertificateholders for any amount payable under this Certificate or theAgreement or, except as expressly provided in the Agreement, subject to anyliability under the Agreement. This Certificate does not purport to summarize the Agreement andreference is made to the Agreement for the interests, rights and limitations ofrights, benefits, obligations and duties evidenced thereby, and the rights,duties and immunities of the Securities Administrator. Pursuant to the terms of the Agreement, a distribution will be madeon the 25th day of each month or, if such 25th day is not a Business Day, theBusiness Day immediately following (the “Distribution Date”), commencing on thefirst Distribution Date specified on the face hereof, to the Person in whosename this Certificate is registered at the close of business on the applicableRecord Date in an amount equal to the product of the Percentage Interestevidenced by this Certificate and the amount required to be distributed toHolders of Certificates of the Class to which this Certificate belongs on suchDistribution Date pursuant to the Agreement. The Record Date for eachDistribution Date is the last Business Day of the applicable Interest AccrualPeriod for the related Distribution Date; provided, however, that for anyDefinitive Certificates, the Record Date shall be the last Business Day of themonth immediately preceding the month of such Distribution Date (or if such dayis not a Business Day, on the immediately preceding Business Day). Distributions on this Certificate shall be made by wire transfer ofimmediately available funds to the account of the Holder hereof at a bank orother entity having appropriate facilities therefor, if such Certificateholdershall have so notified the Securities Administrator in writing at least fiveBusiness Days prior to the related Record Date and such Certificateholder shallsatisfy the conditions to receive such form of payment set forth in theAgreement, or, if not, by check mailed by first class mail to the address ofsuch Certificateholder appearing in the Certificate Register. The finaldistribution on each Certificate will be made in like manner, but only uponpresentment and surrender of such Certificate at the offices designated by theSecurities Administrator for such purposes or such other location specified inthe notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, theamendment thereof and the modification of the rights and obligations of theSecurities Administrator and the rights of the Certificateholders under theAgreement at any time by the Depositor, the Master Servicer, the Servicers, theSecurities Administrator, the Custodians and the Trustee with the consent of theHolders of Certificates affected by such amendment evidencing the requisitePercentage Interest, as provided in the Agreement. Any such consent by theHolder of this Certificate shall be conclusive and binding on such Holder andupon all future Holders of this Certificate and of any Certificate issued uponthe transfer hereof or in exchange therefor or in lieu hereof whether or notnotation of such consent is made upon this Certificate. The Agreement alsopermits the amendment thereof, in certain limited circumstances, without theconsent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitationstherein set forth, the transfer of this Certificate is registrable in theCertificate Register of the Securities Administrator upon surrender of thisCertificate for registration of transfer at the offices designated by theSecurities Administrator for such purposes or such other location specified inthe notice to Certificateholders, accompanied by a written instrument oftransfer in form satisfactory to the Securities Administrator duly executed bythe holder hereof or such holder’s attorney duly authorized in writing, andthereupon one or more new Certificates of the same Class in authorizeddenominations and evidencing the same aggregate Percentage Interest in the TrustFund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificateswithout coupons in denominations specified in the Agreement. As provided in theAgreement and subject to certain limitations therein set forth, Certificates areexchangeable for new Certificates of the same Class in authorized denominationsand evidencing the same aggregate Percentage Interest, as requested by theHolder surrendering the same. No service charge will be made for any such registration of transferor exchange, but the Securities Administrator may require payment of a sumsufficient to cover any tax or other governmental charge payable in connectiontherewith. The Depositor and the Securities Administrator and any agent of theDepositor or the Securities Administrator may treat the Person in whose namethis Certificate is registered as the owner hereof for all purposes, and neitherthe Depositor, the Securities Administrator, nor any such agent shall beaffected by any notice to the contrary. On any Distribution Date on which the aggregate Stated PrincipalBalance of the Mortgage Loans is less than or equal to 10% of the Cut-off DatePool Principal Balance, the Person specified in Section 11.01 of the Agreementwill have the option to repurchase, in whole, from the Trust Fund all remainingMortgage Loans and all property acquired in respect of the Mortgage Loans at apurchase price determined as provided in the Agreement. The obligations andresponsibilities created by the Agreement will terminate as provided in Section11.01 of the Agreement. Any term used herein that is defined in the Agreement shall have themeaning assigned in the Agreement, and nothing herein shall be deemedinconsistent with that meaning. ASSIGNMENTFOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)unto ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________(Please print or typewrite name and address including postal zip code ofassignee)the Percentage Interest evidenced by the within Certificate and herebyauthorizes the transfer of registration of such Percentage Interest to assigneeon the Certificate Register of the Trust Fund. I (We) further direct the Securities Administrator to issue a newCertificate of a like denomination and Class, to the above named assignee anddeliver such Certificate to the following address:_______________________________________________________________________________.Dated: ______________________________________ Signature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes ofdistribution: Distributions shall be made, by wire transfer or otherwise, inimmediately 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. EXHIBIT C [Reserved] EXHIBIT D-1 FORM OF CLASS R CERTIFICATESOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUALINTEREST” IN THREE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS,” AS THOSE TERMSARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUECODE OF 1986, AS AMENDED (THE “CODE”).NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THEPROPOSED TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFERAFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THETRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER TOTHE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THEEMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLANSUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILARPROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) OR A PERSONINVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THATSUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN ORARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OFTHE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANYSUCH 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. : 1Cut-off Date : May 1, 2006First Distribution Date : June 27, 2006Initial Certificate Balanceof this Certificate(“Denomination”) : $50Initial Certificate Balanceof all Certificates of thisClass : $50CUSIP : 36244K AQ 8ISIN : US36244KAQ85 GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, Series 2006-HE3 Class R evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate are distributablemonthly as set forth herein. This Class R Certificate is not entitled todistributions in respect of interest. This Certificate does not evidence anobligation of, or an interest in, and is not guaranteed by the Depositor, theMaster Servicer, the Servicers, the Securities Administrator, the Custodians,the Purchaser, the applicable Original Loan Seller or the Trustee or any otherparty to the Agreement referred to below or any of their respective affiliates.Neither this Certificate nor the Mortgage Loans are guaranteed or insured by anygovernmental agency or instrumentality. This certifies that [_____________] is the registered owner of thePercentage Interest evidenced by this Certificate in certain monthlydistributions pursuant to a Pooling and Servicing Agreement, dated as of theCut-off Date specified above (the “Agreement”), among GS Mortgage SecuritiesCorp., as depositor (the “Depositor”), Litton Loan Servicing LP, as a servicer(“Litton”), Select Portfolio Servicing, Inc., as a servicer (“SPS”), AveloMortgage, L.L.C., as a servicer (together with Litton and SPS, the “Servicers”),J.P. Morgan Trust Company, National Association, as a custodian (“J.P. Morgan”),U.S. Bank National Association (“U.S. Bank”), as a custodian, Deutsche BankNational Trust Company, as a custodian (together with J.P. Morgan and U.S. Bank,the “Custodians”) and LaSalle Bank National Association, as trustee (the”Trustee”) and Wells Fargo Bank, N.A., as master servicer (the “MasterServicer”) and securities administrator (the “Securities Administrator”). To theextent not defined herein, the capitalized terms used herein have the meaningsassigned in the Agreement. This Certificate is issued under and is subject tothe terms, provisions and conditions of the Agreement, to which Agreement theHolder of this Certificate by virtue of the acceptance hereof assents and bywhich such Holder is bound. Any distribution of the proceeds of any remaining assets of theTrust Fund will be made only upon presentment and surrender of this Class RCertificate at the offices designated by the Securities Administrator for suchpurposes or such other location specified in the notice to Certificateholders. No transfer of a Class R Certificate shall be made unless theSecurities Administrator shall have received a representation letter from thetransferee of such Certificate, acceptable to and in form and substancesatisfactory to the Securities Administrator, to the effect that such transfereeis 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 toSimilar Law, or a person acting on behalf of any such plan or arrangement norusing the assets of any such plan or arrangement to effect such transfer, whichrepresentation letter shall not be an expense of the Securities Administrator,the Servicers or the Trust Fund. In the event that such representation isviolated, or any attempt is made to transfer to a plan or arrangement subject toSection 406 of ERISA or a plan subject to Section 4975 of the Code or a plansubject to Similar Law, or a person acting on behalf of any such plan orarrangement or using the assets of any such plan or arrangement, such attemptedtransfer or acquisition shall be void and of no effect. Each Holder of this Class R Certificate shall be deemed by theacceptance or acquisition an Ownership Interest in this Class R Certificate tohave agreed to be bound by the following provisions, and the rights of eachPerson acquiring any Ownership Interest in this Class R Certificate areexpressly subject to the following provisions: (i) each Person holding oracquiring any Ownership Interest in this Class R Certificate shall be aPermitted Transferee and shall promptly notify the Securities Administrator ofany change or impending change in its status as a Permitted Transferee, (ii) noOwnership Interest in this Class R Certificate may be registered on the ClosingDate or thereafter transferred, and the Securities Administrator shall notregister the Transfer of this Certificate unless, in addition to thecertificates required to be delivered to the Securities Administrator underSection 5.02(b) of the Agreement, the Securities Administrator shall have beenfurnished with a Transfer Affidavit of the initial owner or the proposedtransferee in the form attached as Exhibit H to the Agreement, (iii) each Personholding or acquiring any Ownership Interest in this Class R Certificate shallagree (A) to obtain a Transfer Affidavit from any other Person to whom suchPerson attempts to Transfer its Ownership Interest this Class R Certificate, (B)to obtain a Transfer Affidavit from any Person for whom such Person is acting asnominee, trustee or agent in connection with any Transfer of this Class RCertificate, (C) not to cause income with respect to the Class R Certificate tobe attributable to a foreign permanent establishment or fixed base, within themeaning 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 RCertificate or to cause the Transfer of the Ownership Interest in this Class RCertificate to any other Person if it has actual knowledge that such Person isnot a Permitted Transferee and (iv) any attempted or purported Transfer of theOwnership Interest in this Class R Certificate in violation of the provisionsherein shall be absolutely null and void and shall vest no rights in thepurported Transferee. Reference is hereby made to the further provisions of thisCertificate set forth on the reverse hereof, which further provisions shall forall purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under theAgreement or be valid for any purpose unless manually authenticated by anauthorized signatory of the Securities Administrator.IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate tobe duly executed.Dated: WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator By:____________________________________Authenticated:By:___________________________________ Authorized Signatory of WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates This Certificate is one of a duly authorized issue of Certificatesdesignated as GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, of theSeries specified on the face hereof (herein collectively called the”Certificates”), and representing a beneficial ownership interest in the TrustFund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agreesthat it will look solely to the funds on deposit in the Distribution Account forpayment hereunder and that the Securities Administrator is not liable to theCertificateholders for any amount payable under this Certificate or theAgreement or, except as expressly provided in the Agreement, subject to anyliability under the Agreement. This Certificate does not purport to summarize the Agreement andreference is made to the Agreement for the interests, rights and limitations ofrights, benefits, obligations and duties evidenced thereby, and the rights,duties and immunities of the Securities Administrator and the other parties tothe Agreement. Pursuant to the terms of the Agreement, a distribution will be madeon the 25th day of each month or, if such 25th day is not a Business Day, theBusiness Day immediately following (the “Distribution Date”), commencing on thefirst Distribution Date specified on the face hereof, to the Person in whosename this Certificate is registered at the close of business on the applicableRecord Date in an amount equal to the product of the Percentage Interestevidenced by this Certificate and the amount required to be distributed toHolders of Certificates of the Class to which this Certificate belongs on suchDistribution Date pursuant to the Agreement. The Record Date for eachDistribution Date is the last Business Day of the month immediately precedingthe month in which such Distribution Date occurs. Distributions on this Certificate shall be made by wire transfer ofimmediately available funds to the account of the Holder hereof at a bank orother entity having appropriate facilities therefor, if such Certificateholdershall have so notified the Securities Administrator in writing at least fiveBusiness Days prior to the related Record Date and such Certificateholder shallsatisfy the conditions to receive such form of payment set forth in theAgreement, or, if not, by check mailed by first class mail to the address ofsuch Certificateholder appearing in the Certificate Register. The finaldistribution on each Certificate will be made in like manner, but only uponpresentment and surrender of such Certificate at the offices designated by theSecurities Administrator for such purposes or such other location specified inthe notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, theamendment thereof and the modification of the rights and obligations of theSecurities Administrator and the rights of the Certificateholders under theAgreement at any time by the Depositor, the Master Servicer, the Servicers, theSecurities Administrator, the Custodians and the Trustee with the consent of theHolders of Certificates affected by such amendment evidencing the requisitePercentage Interest, as provided in the Agreement. Any such consent by theHolder of this Certificate shall be conclusive and binding on such Holder andupon all future Holders of this Certificate and of any Certificate issued uponthe transfer hereof or in exchange therefor or in lieu hereof whether or notnotation of such consent is made upon this Certificate. The Agreement alsopermits the amendment thereof, in certain limited circumstances, without theconsent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitationstherein set forth, the transfer of this Certificate is registrable in theCertificate Register of the Securities Administrator upon surrender of thisCertificate for registration of transfer at the offices designated by theSecurities Administrator for such purposes or such other location specified inthe notice to Certificateholders, accompanied by a written instrument oftransfer in form satisfactory to the Securities Administrator and theCertificate Registrar duly executed by the holder hereof or such holder’sattorney duly authorized in writing, and thereupon one or more new Certificatesof the same Class in authorized denominations and evidencing the same aggregatePercentage Interest in the Trust Fund will be issued to the designatedtransferee or transferees. The Certificates are issuable only as registered Certificateswithout coupons in denominations specified in the Agreement. As provided in theAgreement and subject to certain limitations therein set forth, Certificates areexchangeable for new Certificates of the same Class in authorized denominationsand evidencing the same aggregate Percentage Interest, as requested by theHolder surrendering the same. No service charge will be made for any such registration of transferor exchange, but the Securities Administrator may require payment of a sumsufficient to cover any tax or other governmental charge payable in connectiontherewith. The Securities Administrator and the Depositor and any agent of theSecurities Administrator or the Depositor may treat the Person in whose namethis Certificate is registered as the owner hereof for all purposes, and neitherthe Depositor, the Securities Administrator, nor any such agent shall beaffected by any notice to the contrary. On any Distribution Date on which the aggregate Stated PrincipalBalance of the Mortgage Loans is less than or equal to 10% of the Cut-off DatePool Principal Balance, the Person specified in Section 11.01 of the Agreementwill have the option to repurchase, in whole, from the Trust Fund all remainingMortgage Loans and all property acquired in respect of the Mortgage Loans at apurchase price determined as provided in the Agreement. The obligations andresponsibilities created by the Agreement will terminate as provided in Section11.01 of the Agreement. Any term used herein that is defined in the Agreement shall have themeaning assigned in the Agreement, and nothing herein shall be deemedinconsistent with that meaning. ASSIGNMENTFOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)unto ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________(Please print or typewrite name and address including postal zip code ofassignee)the Percentage Interest evidenced by the within Certificate and herebyauthorizes the transfer of registration of such Percentage Interest to assigneeon the Certificate Register of the Trust Fund. I (We) further direct the Securities Administrator to issue a newCertificate of a like denomination and Class, to the above named assignee anddeliver such Certificate to the following address:_______________________________________________________________________________.Dated: ______________________________________ Signature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes ofdistribution: Distributions shall be made, by wire transfer or otherwise, inimmediately 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. EXHIBIT D-2 FORM OF CLASS RC CERTIFICATESOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUALINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS AREDEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF1986, AS AMENDED (THE “CODE”).NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THEPROPOSED TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFERAFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THETRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER TOTHE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THEEMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLANSUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILARPROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) OR A PERSONINVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THATSUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN ORARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OFTHE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANYSUCH 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. : 1Cut-off Date : May 1, 2006First Distribution Date : June 27, 2006Initial Certificate Balanceof this Certificate(“Denomination”) : $100Initial Certificate Balancesof all Certificates of thisClass : $100CUSIP : 36244K AR 6ISIN : US36244KAR68 GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, Series 2006-HE3 Class RC evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate are distributablemonthly as set forth herein. This Class RC Certificate is not entitled todistributions in respect of interest. This Certificate does not evidence anobligation of, or an interest in, and is not guaranteed by the Depositor, theMaster Servicer, the Servicers, the Securities Administrator, the Custodians,the Purchaser, the applicable Original Loan Seller or the Trustee or any otherparty to the Agreement referred to below or any of their respective affiliates.Neither this Certificate nor the Mortgage Loans are guaranteed or insured by anygovernmental agency or instrumentality. This certifies that [_____________] is the registered owner of thePercentage Interest evidenced by this Certificate in certain monthlydistributions pursuant to a Pooling and Servicing Agreement, dated as of theCut-off Date specified above (the “Agreement”), among GS Mortgage SecuritiesCorp., as depositor (the “Depositor”), Litton Loan Servicing LP, as a servicer(“Litton”), Select Portfolio Servicing, Inc., as a servicer (“SPS”), AveloMortgage, L.L.C., as a servicer (together with Litton and SPS, the “Servicers”),J.P. Morgan Trust Company, National Association, as a custodian (“J.P. Morgan”),U.S. Bank National Association (“U.S. Bank”), as a custodian, Deutsche BankNational Trust Company, as a custodian (together with J.P. Morgan and U.S. Bank,the “Custodians”) and LaSalle Bank National Association, as trustee (the”Trustee”) and Wells Fargo Bank, N.A., as master servicer (the “MasterServicer”) and securities administrator (the “Securities Administrator”). To theextent not defined herein, the capitalized terms used herein have the meaningsassigned in the Agreement. This Certificate is issued under and is subject tothe terms, provisions and conditions of the Agreement, to which Agreement theHolder of this Certificate by virtue of the acceptance hereof assents and bywhich such Holder is bound. Any distribution of the proceeds of any remaining assets of theTrust Fund will be made only upon presentment and surrender of this Class RCCertificate at the offices designated by the Securities Administrator for suchpurposes or such other location specified in the notice to Certificateholders. No transfer of a Class RC Certificate shall be made unless theSecurities Administrator shall have received a representation letter from thetransferee of such Certificate, acceptable to and in form and substancesatisfactory to the Securities Administrator, to the effect that such transfereeis 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 toSimilar Law, or a person acting on behalf of any such plan or arrangement norusing the assets of any such plan or arrangement to effect such transfer, whichrepresentation letter shall not be an expense of the Master Servicer, theSecurities Administrator, the Servicers or the Trust Fund. In the event thatsuch representation is violated, or any attempt is made to transfer to a plan orarrangement subject to Section 406 of ERISA or a plan subject to Section 4975 ofthe Code or a plan subject to Similar Law, or a person acting on behalf of anysuch 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 RC Certificate shall be deemed by theacceptance or acquisition an Ownership Interest in this Class RC Certificate tohave agreed to be bound by the following provisions, and the rights of eachPerson acquiring any Ownership Interest in this Class RC Certificate areexpressly subject to the following provisions: (i) each Person holding oracquiring any Ownership Interest in this Class RC Certificate shall be aPermitted Transferee and shall promptly notify the Securities Administrator ofany change or impending change in its status as a Permitted Transferee, (ii) noOwnership Interest in this Class RC Certificate may be registered on the ClosingDate or thereafter transferred, and the Securities Administrator shall notregister the Transfer of this Certificate unless, in addition to thecertificates required to be delivered to the Securities Administrator underSection 5.02(b) of the Agreement, the Securities Administrator shall have beenfurnished with a Transfer Affidavit of the initial owner or the proposedtransferee in the form attached as Exhibit H to the Agreement, (iii) each Personholding or acquiring any Ownership Interest in this Class RC Certificate shallagree (A) to obtain a Transfer Affidavit from any other Person to whom suchPerson attempts to Transfer its Ownership Interest this Class RC Certificate,(B) to obtain a Transfer Affidavit from any Person for whom such Person isacting as nominee, trustee or agent in connection with any Transfer of thisClass RC Certificate, (C) not to cause income with respect to the Class RCCertificate to be attributable to a foreign permanent establishment or fixedbase, within the meaning of an applicable income tax treaty, of such Person orany other U.S. Person and (D) not to Transfer the Ownership Interest in thisClass RC Certificate or to cause the Transfer of the Ownership Interest in thisClass RC Certificate to any other Person if it has actual knowledge that suchPerson is not a Permitted Transferee and (iv) any attempted or purportedTransfer of the Ownership Interest in this Class RC Certificate in violation ofthe provisions herein shall be absolutely null and void and shall vest no rightsin the purported Transferee. Reference is hereby made to the further provisions of thisCertificate set forth on the reverse hereof, which further provisions shall forall purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under theAgreement or be valid for any purpose unless manually authenticated by anauthorized signatory of the Securities Administrator.IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate tobe duly executed.Dated: WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator By:____________________________________Authenticated:By:___________________________________ Authorized Signatory of WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates This Certificate is one of a duly authorized issue of Certificatesdesignated as GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, of theSeries specified on the face hereof (herein collectively called the”Certificates”), and representing a beneficial ownership interest in the TrustFund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agreesthat it will look solely to the funds on deposit in the Distribution Account forpayment hereunder and that the Securities Administrator is not liable to theCertificateholders for any amount payable under this Certificate or theAgreement or, except as expressly provided in the Agreement, subject to anyliability under the Agreement. This Certificate does not purport to summarize the Agreement andreference is made to the Agreement for the interests, rights and limitations ofrights, benefits, obligations and duties evidenced thereby, and the rights,duties and immunities of the Securities Administrator. Pursuant to the terms of the Agreement, a distribution will be madeon the 25th day of each month or, if such 25th day is not a Business Day, theBusiness Day immediately following (the “Distribution Date”), commencing on thefirst Distribution Date specified on the face hereof, to the Person in whosename this Certificate is registered at the close of business on the applicableRecord Date in an amount equal to the product of the Percentage Interestevidenced by this Certificate and the amount required to be distributed toHolders of Certificates of the Class to which this Certificate belongs on suchDistribution Date pursuant to the Agreement. The Record Date for eachDistribution Date is the last Business Day of the applicable Interest AccrualPeriod for the related Distribution Date; provided, however, that for anyDefinitive Certificates, the Record Date shall be the last Business Day of themonth immediately preceding the month of such Distribution Date (or if such dayis not a Business Day, on the immediately preceding Business Day). Distributions on this Certificate shall be made by wire transfer ofimmediately available funds to the account of the Holder hereof at a bank orother entity having appropriate facilities therefor, if such Certificateholdershall have so notified the Securities Administrator in writing at least fiveBusiness Days prior to the related Record Date and such Certificateholder shallsatisfy the conditions to receive such form of payment set forth in theAgreement, or, if not, by check mailed by first class mail to the address ofsuch Certificateholder appearing in the Certificate Register. The finaldistribution on each Certificate will be made in like manner, but only uponpresentment and surrender of such Certificate at the offices designated by theSecurities Administrator for such purposes or such other location specified inthe notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, theamendment thereof and the modification of the rights and obligations of theSecurities Administrator and the rights of the Certificateholders under theAgreement at any time by the Depositor, the Master Servicer, the Servicers, theSecurities Administrator, the Custodians and the Trustee with the consent of theHolders of Certificates affected by such amendment evidencing the requisitePercentage Interest, as provided in the Agreement. Any such consent by theHolder of this Certificate shall be conclusive and binding on such Holder andupon all future Holders of this Certificate and of any Certificate issued uponthe transfer hereof or in exchange therefor or in lieu hereof whether or notnotation of such consent is made upon this Certificate. The Agreement alsopermits the amendment thereof, in certain limited circumstances, without theconsent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitationstherein set forth, the transfer of this Certificate is registrable in theCertificate Register of the Securities Administrator upon surrender of thisCertificate for registration of transfer at the offices designated by theSecurities Administrator for such purposes or such other location specified inthe notice to Certificateholders, accompanied by a written instrument oftransfer in form satisfactory to the Securities Administrator duly executed bythe holder hereof or such holder’s attorney duly authorized in writing, andthereupon one or more new Certificates of the same Class in authorizeddenominations and evidencing the same aggregate Percentage Interest in the TrustFund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificateswithout coupons in denominations specified in the Agreement. As provided in theAgreement and subject to certain limitations therein set forth, Certificates areexchangeable for new Certificates of the same Class in authorized denominationsand evidencing the same aggregate Percentage Interest, as requested by theHolder surrendering the same. No service charge will be made for any such registration of transferor exchange, but the Securities Administrator may require payment of a sumsufficient to cover any tax or other governmental charge payable in connectiontherewith. The Depositor and the Securities Administrator and any agent of theDepositor or the Securities Administrator may treat the Person in whose namethis Certificate is registered as the owner hereof for all purposes, and neitherthe Depositor, the Securities Administrator, nor any such agent shall beaffected by any notice to the contrary. On any Distribution Date on which the aggregate Stated PrincipalBalance of the Mortgage Loans is less than or equal to 10% of the Cut-off DatePool Principal Balance, the Person specified in Section 11.01 of the Agreementwill have the option to repurchase, in whole, from the Trust Fund all remainingMortgage Loans and all property acquired in respect of the Mortgage Loans at apurchase price determined as provided in the Agreement. The obligations andresponsibilities created by the Agreement will terminate as provided in Section11.01 of the Agreement. Any term used herein that is defined in the Agreement shall have themeaning assigned in the Agreement, and nothing herein shall be deemedinconsistent with that meaning. ASSIGNMENTFOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)unto ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________(Please print or typewrite name and address including postal zip code ofassignee)the Percentage Interest evidenced by the within Certificate and herebyauthorizes the transfer of registration of such Percentage Interest to assigneeon the Certificate Register of the Trust Fund. I (We) further direct the Securities Administrator to issue a newCertificate of a like denomination and Class, to the above named assignee anddeliver such Certificate to the following address:_______________________________________________________________________________.Dated: ______________________________________ Signature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes ofdistribution: Distributions shall be made, by wire transfer or otherwise, inimmediately 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. EXHIBIT D-3 FORM OF CLASS RX CERTIFICATESOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUALINTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS AREDEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF1986, AS AMENDED (THE “CODE”).NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THEPROPOSED TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFERAFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THETRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR A REPRESENTATION LETTER TOTHE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THEEMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLANSUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILARPROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) OR A PERSONINVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. IN THE EVENT THATSUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT IS MADE TO TRANSFER TO A PLAN ORARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OFTHE CODE OR A PLAN SUBJECT TO SIMILAR LAW, OR A PERSON ACTING ON BEHALF OF ANYSUCH 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. : 1Cut-off Date : May 1, 2006First Distribution Date : June 27, 2006Initial Certificate Balanceof this Certificate(“Denomination”) : $50Initial Certificate Balancesof all Certificates of thisClass : $50CUSIP : 36244K AS 4ISIN : US36244KAS42 GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, Series 2006-HE3 Class RX evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Distributions in respect of this Certificate are distributablemonthly as set forth herein. This Class RX Certificate is not entitled todistributions in respect of interest. This Certificate does not evidence anobligation of, or an interest in, and is not guaranteed by the Depositor, theMaster Servicer, the Servicers, the Securities Administrator, the Custodians,the Purchaser, the applicable Original Loan Seller or the Trustee or any otherparty to the Agreement referred to below or any of their respective affiliates.Neither this Certificate nor the Mortgage Loans are guaranteed or insured by anygovernmental agency or instrumentality. This certifies that [_____________] is the registered owner of thePercentage Interest evidenced by this Certificate in certain monthlydistributions pursuant to a Pooling and Servicing Agreement, dated as of theCut-off Date specified above (the “Agreement”), among GS Mortgage SecuritiesCorp., as depositor (the “Depositor”), Litton Loan Servicing LP, as a servicer(“Litton”), Select Portfolio Servicing, Inc., as a servicer (“SPS”), AveloMortgage, L.L.C., as a servicer (together with Litton and SPS, the “Servicers”),J.P. Morgan Trust Company, National Association, as a custodian (“J.P. Morgan”),U.S. Bank National Association (“U.S. Bank”), as a custodian, Deutsche BankNational Trust Company, as a custodian (together with J.P. Morgan and U.S. Bank,the “Custodians”) and LaSalle Bank National Association, as trustee (the”Trustee”) and Wells Fargo Bank, N.A., as master servicer (the “MasterServicer”) and securities administrator (the “Securities Administrator”). To theextent not defined herein, the capitalized terms used herein have the meaningsassigned in the Agreement. This Certificate is issued under and is subject tothe terms, provisions and conditions of the Agreement, to which Agreement theHolder of this Certificate by virtue of the acceptance hereof assents and bywhich such Holder is bound. Any distribution of the proceeds of any remaining assets of theTrust Fund will be made only upon presentment and surrender of this Class RXCertificate at the offices designated by the Securities Administrator for suchpurposes or such other location specified in the notice to Certificateholders. No transfer of a Class RX Certificate shall be made unless theSecurities Administrator shall have received a representation letter from thetransferee of such Certificate, acceptable to and in form and substancesatisfactory to the Securities Administrator, to the effect that such transfereeis 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 toSimilar Law, or a person acting on behalf of any such plan or arrangement norusing the assets of any such plan or arrangement to effect such transfer, whichrepresentation letter shall not be an expense of the Master Servicer, theSecurities Administrator, the Servicers or the Trust Fund. In the event thatsuch representation is violated, or any attempt is made to transfer to a plan orarrangement subject to Section 406 of ERISA or a plan subject to Section 4975 ofthe Code or a plan subject to Similar Law, or a person acting on behalf of anysuch 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 RX Certificate shall be deemed by theacceptance or acquisition an Ownership Interest in this Class RX Certificate tohave agreed to be bound by the following provisions, and the rights of eachPerson acquiring any Ownership Interest in this Class RX Certificate areexpressly subject to the following provisions: (i) each Person holding oracquiring any Ownership Interest in this Class RX Certificate shall be aPermitted Transferee and shall promptly notify the Securities Administrator ofany change or impending change in its status as a Permitted Transferee, (ii) noOwnership Interest in this Class RX Certificate may be registered on the ClosingDate or thereafter transferred, and the Securities Administrator shall notregister the Transfer of this Certificate unless, in addition to thecertificates required to be delivered to the Securities Administrator underSection 5.02(b) of the Agreement, the Securities Administrator shall have beenfurnished with a Transfer Affidavit of the initial owner or the proposedtransferee in the form attached as Exhibit H to the Agreement, (iii) each Personholding or acquiring any Ownership Interest in this Class RX Certificate shallagree (A) to obtain a Transfer Affidavit from any other Person to whom suchPerson attempts to Transfer its Ownership Interest this Class RX Certificate,(B) to obtain a Transfer Affidavit from any Person for whom such Person isacting as nominee, trustee or agent in connection with any Transfer of thisClass RX Certificate, (C) not to cause income with respect to the Class RXCertificate to be attributable to a foreign permanent establishment or fixedbase, within the meaning of an applicable income tax treaty, of such Person orany other U.S. Person and (D) not to Transfer the Ownership Interest in thisClass RX Certificate or to cause the Transfer of the Ownership Interest in thisClass RX Certificate to any other Person if it has actual knowledge that suchPerson is not a Permitted Transferee and (iv) any attempted or purportedTransfer of the Ownership Interest in this Class RX Certificate in violation ofthe provisions herein shall be absolutely null and void and shall vest no rightsin the purported Transferee. Reference is hereby made to the further provisions of thisCertificate set forth on the reverse hereof, which further provisions shall forall purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under theAgreement or be valid for any purpose unless manually authenticated by anauthorized signatory of the Securities Administrator.IN WITNESS WHEREOF, the Securities Administrator has caused this Certificate tobe duly executed.Dated: WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator By:____________________________________Authenticated:By:___________________________________________________________________________ Authorized Signatory of WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates This Certificate is one of a duly authorized issue of Certificatesdesignated as GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, of theSeries specified on the face hereof (herein collectively called the”Certificates”), and representing a beneficial ownership interest in the TrustFund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agreesthat it will look solely to the funds on deposit in the Distribution Account forpayment hereunder and that the Securities Administrator is not liable to theCertificateholders for any amount payable under this Certificate or theAgreement or, except as expressly provided in the Agreement, subject to anyliability under the Agreement. This Certificate does not purport to summarize the Agreement andreference is made to the Agreement for the interests, rights and limitations ofrights, benefits, obligations and duties evidenced thereby, and the rights,duties and immunities of the Securities Administrator. Pursuant to the terms of the Agreement, a distribution will be madeon the 25th day of each month or, if such 25th day is not a Business Day, theBusiness Day immediately following (the “Distribution Date”), commencing on thefirst Distribution Date specified on the face hereof, to the Person in whosename this Certificate is registered at the close of business on the applicableRecord Date in an amount equal to the product of the Percentage Interestevidenced by this Certificate and the amount required to be distributed toHolders of Certificates of the Class to which this Certificate belongs on suchDistribution Date pursuant to the Agreement. The Record Date for eachDistribution Date is the last Business Day of the applicable Interest AccrualPeriod for the related Distribution Date; provided, however, that for anyDefinitive Certificates, the Record Date shall be the last Business Day of themonth immediately preceding the month of such Distribution Date (or if such dayis not a Business Day, on the immediately preceding Business Day). Distributions on this Certificate shall be made by wire transfer ofimmediately available funds to the account of the Holder hereof at a bank orother entity having appropriate facilities therefor, if such Certificateholdershall have so notified the Securities Administrator in writing at least fiveBusiness Days prior to the related Record Date and such Certificateholder shallsatisfy the conditions to receive such form of payment set forth in theAgreement, or, if not, by check mailed by first class mail to the address ofsuch Certificateholder appearing in the Certificate Register. The finaldistribution on each Certificate will be made in like manner, but only uponpresentment and surrender of such Certificate at the offices designated by theSecurities Administrator for such purposes or such other location specified inthe notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, theamendment thereof and the modification of the rights and obligations of theSecurities Administrator and the rights of the Certificateholders under theAgreement at any time by the Depositor, the Master Servicer, the Servicers, theSecurities Administrator, the Custodians and the Trustee with the consent of theHolders of Certificates affected by such amendment evidencing the requisitePercentage Interest, as provided in the Agreement. Any such consent by theHolder of this Certificate shall be conclusive and binding on such Holder andupon all future Holders of this Certificate and of any Certificate issued uponthe transfer hereof or in exchange therefor or in lieu hereof whether or notnotation of such consent is made upon this Certificate. The Agreement alsopermits the amendment thereof, in certain limited circumstances, without theconsent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitationstherein set forth, the transfer of this Certificate is registrable in theCertificate Register of the Securities Administrator upon surrender of thisCertificate for registration of transfer at the offices designated by theSecurities Administrator for such purposes, accompanied by a written instrumentof transfer in form satisfactory to the Securities Administrator duly executedby the holder hereof or such holder’s attorney duly authorized in writing, andthereupon one or more new Certificates of the same Class in authorizeddenominations and evidencing the same aggregate Percentage Interest in the TrustFund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificateswithout coupons in denominations specified in the Agreement. As provided in theAgreement and subject to certain limitations therein set forth, Certificates areexchangeable for new Certificates of the same Class in authorized denominationsand evidencing the same aggregate Percentage Interest, as requested by theHolder surrendering the same. No service charge will be made for any such registration of transferor exchange, but the Securities Administrator may require payment of a sumsufficient to cover any tax or other governmental charge payable in connectiontherewith. The Depositor and the Securities Administrator and any agent of theDepositor or the Securities Administrator may treat the Person in whose namethis Certificate is registered as the owner hereof for all purposes, and neitherthe Depositor, the Securities Administrator, nor any such agent shall beaffected by any notice to the contrary. On any Distribution Date on which the aggregate Stated PrincipalBalance of the Mortgage Loans is less than or equal to 10% of the Cut-off DatePool Principal Balance, the Person specified in Section 11.01 of the Agreementwill have the option to repurchase, in whole, from the Trust Fund all remainingMortgage Loans and all property acquired in respect of the Mortgage Loans at apurchase price determined as provided in the Agreement. The obligations andresponsibilities created by the Agreement will terminate as provided in Section11.01 of the Agreement. Any term used herein that is defined in the Agreement shall have themeaning assigned in the Agreement, and nothing herein shall be deemedinconsistent with that meaning. ASSIGNMENTFOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)unto ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________(Please print or typewrite name and address including postal zip code ofassignee)the Percentage Interest evidenced by the within Certificate and herebyauthorizes the transfer of registration of such Percentage Interest to assigneeon the Certificate Register of the Trust Fund. I (We) further direct the Securities Administrator to issue a newCertificate of a like denomination and Class, to the above named assignee anddeliver such Certificate to the following address:_______________________________________________________________________________.Dated: ______________________________________ Signature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes ofdistribution: Distributions shall be made, by wire transfer or otherwise, inimmediately 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. EXHIBIT E FORM OF CLASS X CERTIFICATESOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS TWO”REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSETERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNALREVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND CERTAIN OTHER ASSETS.NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THEPROPOSED TRANSFEROR DELIVERS TO THE SECURITIES ADMINISTRATOR A TRANSFERORCERTIFICATE IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN ANDEITHER (i) THE SECURITIES ADMINISTRATOR RECEIVES A RULE 144A LETTER IN THE FORMOF EXHIBIT J TO THE AGREEMENT REFERRED TO HEREIN OR (ii) THE SECURITIESADMINISTRATOR RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THETRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THESECURITIES ACT OF 1933, AS AMENDED.NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THETRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER A REPRESENTATIONLETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLANSUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, ASAMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A PLANSUBJECT TO APPLICABLE FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) MATERIALLYSIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTINGON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS ANINSURANCE COMPANY, A REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITSGENERAL ACCOUNT AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVEREDUNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR ANOPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECTTHAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULTIN A PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THECODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE SECURITIES ADMINISTRATOR, THEDEPOSITOR, THE MASTER SERVICER OR THE SERVICERS TO ANY OBLIGATION IN ADDITION TOTHOSE EXPRESSLY UNDERTAKEN IN THE AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDINGANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATETO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA, SECTION4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OFCOUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR AS DESCRIBED ABOVE SHALL BEVOID AND OF NO EFFECT.Certificate No. : 1Cut-off Date : May 1, 2006First Distribution Date : June 27, 2006Percentage Interest of thisCertificate (“Denomination”) :CUSIP : 36244K AT 2ISIN: : US36244KAT25 GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, Series 2006-HE3 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 distributablemonthly as set forth herein. This Class X Certificate has no Certificate Balanceand is not entitled to distributions in respect of principal or interest. ThisCertificate does not evidence an obligation of, or an interest in, and is notguaranteed by the Depositor, the Master Servicer, the Servicers, the SecuritiesAdministrator, the Custodians, the Purchaser, the applicable Original LoanSeller or the Trustee referred to below or any of their respective affiliates.Neither this Certificate nor the Mortgage Loans are guaranteed or insured by anygovernmental agency or instrumentality. This certifies that [_______________________] is the registeredowner of the Percentage Interest evidenced by this Certificate in certainmonthly distributions pursuant to a Pooling and Servicing Agreement, dated as ofthe Cut-off Date specified above (the “Agreement”), among GS Mortgage SecuritiesCorp., as depositor (the “Depositor”), Litton Loan Servicing LP, as a servicer(“Litton”), Select Portfolio Servicing, Inc., as a servicer (“SPS”), AveloMortgage, L.L.C., as a servicer (together with Litton and SPS, the “Servicers”),J.P. Morgan Trust Company, National Association, as a custodian (“J.P. Morgan”),U.S. Bank National Association (“U.S. Bank”), as a custodian, Deutsche BankNational Trust Company, as a custodian (together with J.P. Morgan and U.S. Bank,the “Custodians”) and LaSalle Bank National Association, as trustee (the”Trustee”) and Wells Fargo Bank, N.A., as master servicer (the “MasterServicer”) and securities administrator (the “Securities Administrator”). To theextent not defined herein, the capitalized terms used herein have the meaningsassigned in the Agreement. This Certificate is issued under and is subject tothe terms, provisions and conditions of the Agreement, to which Agreement theHolder of this Certificate by virtue of the acceptance hereof assents and bywhich such Holder is bound. Any distribution of the proceeds of any remaining assets of theTrust Fund will be made only upon presentment and surrender of this Class XCertificate at the offices designated by the Securities Administrator for suchpurposes or such other location specified in the notice to Certificateholders. No transfer of a Class X Certificate shall be made unless theSecurities Administrator shall have received either (i) a representation letterfrom the transferee of such Certificate, acceptable to and in form and substancesatisfactory to the Securities Administrator, to the effect that such transfereeis 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 toSimilar Law, or a person acting on behalf of any such plan or arrangement norusing the assets of any such plan or arrangement to effect such transfer, whichrepresentation letter shall not be an expense of the Trustee, the MasterServicer, the Securities Administrator, the Depositor, the Servicers or theTrust Fund, or (ii) if the Class X Certificate has been the subject of an ERISAQualifying Underwriting and the transferee is an insurance company, arepresentation letter that it is purchasing such Certificates with the assets ofits general account and that the purchase and holding of such Certificates arecovered under Sections I and III of PTCE 95-60, or (iii) in the case of a ClassX Certificate presented for registration in the name of an employee benefit plansubject to ERISA, or a plan or arrangement subject to Section 4975 of the Code(or comparable provisions of any subsequent enactments) or a plan subject toSimilar Law, or a trustee of any such plan or any other person acting on behalfof any such plan or arrangement or using such plan’s or arrangement’s assets, anOpinion of Counsel satisfactory to the Securities Administrator, which Opinionof Counsel shall not be an expense of the Securities Administrator, theDepositor, the Servicers or the Trust Fund, addressed to the SecuritiesAdministrator, to the effect that the purchase or holding of such Certificatewill not constitute or result in a non-exempt prohibited transaction within themeaning of ERISA, Section 4975 of the Code or any Similar Law and will notsubject the Securities Administrator, the Depositor or the Servicers to anyobligation in addition to those expressly undertaken in the Agreement or to anyliability. In the event that such representation is violated, or any attempt ismade to transfer to a plan or arrangement subject to Section 406 of ERISA or aplan subject to Section 4975 of the Code or a plan subject to Similar Law, or aperson acting on behalf of any such plan or arrangement or using the assets ofany such plan or arrangement, such attempted transfer or acquisition shall bevoid and of no effect. Each Holder of this Class X Certificate shall be deemed by theacceptance or acquisition an Ownership Interest in this Class X Certificate tohave agreed to be bound by the following provisions, and the rights of eachPerson acquiring any Ownership Interest in this Class X Certificate areexpressly subject to the following provisions: (i) each Person holding oracquiring any Ownership Interest in this Class X Certificate shall be aPermitted Transferee and shall promptly notify the Securities Administrator ofany change or impending change in its status as a Permitted Transferee, (ii) noOwnership Interest in this Class X Certificate may be registered on the ClosingDate or thereafter transferred, and the Securities Administrator shall notregister the Transfer of this Certificate unless, in addition to thecertificates required to be delivered to the Securities Administrator underSection 5.02(b) of the Agreement, the Securities Administrator shall have beenfurnished with a Transfer Affidavit of the initial owner or the proposedtransferee in the form attached as Exhibit I to the Agreement, (iii) each Personholding or acquiring any Ownership Interest in this Class X Certificate shallagree (A) to obtain a Transfer Affidavit from any other Person to whom suchPerson 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 asnominee, trustee or agent in connection with any Transfer of this Class XCertificate, (C) not to cause income with respect to the Class X Certificate tobe attributable to a foreign permanent establishment or fixed base, within themeaning 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 XCertificate or to cause the Transfer of the Ownership Interest in this Class XCertificate to any other Person if it has actual knowledge that such Person isnot a Permitted Transferee and (iv) any attempted or purported Transfer of theOwnership Interest in this Class X Certificate in violation of the provisionsherein shall be absolutely null and void and shall vest no rights in thepurported Transferee. Reference is hereby made to the further provisions of thisCertificate set forth on the reverse hereof, which further provisions shall forall purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under theAgreement or be valid for any purpose unless manually authenticated by anauthorized signatory of the Securities Administrator. IN WITNESS WHEREOF, the Securities Administrator has caused thisCertificate to be duly executed.Dated: WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator By:____________________________________Authenticated:By:___________________________________________________________________________ Authorized Signatory of WELLS FARGO BANK, N.A., not in its individual capacity, but solely as Securities Administrator GS MORTGAGE SECURITIES CORP. GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates This Certificate is one of a duly authorized issue of Certificatesdesignated as GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, of theSeries specified on the face hereof (herein collectively called the”Certificates”), and representing a beneficial ownership interest in the TrustFund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agreesthat it will look solely to the funds on deposit in the Distribution Account forpayment hereunder and that the Securities Administrator is not liable to theCertificateholders for any amount payable under this Certificate or theAgreement or, except as expressly provided in the Agreement, subject to anyliability under the Agreement. This Certificate does not purport to summarize the Agreement andreference is made to the Agreement for the interests, rights and limitations ofrights, benefits, obligations and duties evidenced thereby, and the rights,duties and immunities of the Securities Administrator. Pursuant to the terms of the Agreement, a distribution will be madeon the 25th day of each month or, if such 25th day is not a Business Day, theBusiness Day immediately following (the “Distribution Date”), commencing on thefirst Distribution Date specified on the face hereof, to the Person in whosename this Certificate is registered at the close of business on the applicableRecord Date in an amount equal to the product of the Percentage Interestevidenced by this Certificate and the amount required to be distributed toHolders of Certificates of the Class to which this Certificate belongs on suchDistribution Date pursuant to the Agreement. The Record Date for eachDistribution Date is the last Business Day of the applicable Interest AccrualPeriod for the related Distribution Date; provided, however, that for anyDefinitive Certificates, the Record Date shall be the last Business Day of themonth immediately preceding the month of such Distribution Date (or if such dayis not a Business Day, on the immediately preceding Business Day). Distributions on this Certificate shall be made by wire transfer ofimmediately available funds to the account of the Holder hereof at a bank orother entity having appropriate facilities therefor, if such Certificateholdershall have so notified the Securities Administrator in writing at least fiveBusiness Days prior to the related Record Date and such Certificateholder shallsatisfy the conditions to receive such form of payment set forth in theAgreement, or, if not, by check mailed by first class mail to the address ofsuch Certificateholder appearing in the Certificate Register. The finaldistribution on each Certificate will be made in like manner, but only uponpresentment and surrender of such Certificate at the offices designated by theSecurities Administrator for such purposes or such other location specified inthe notice to Certificateholders of such final distribution. The Agreement permits, with certain exceptions therein provided, theamendment thereof and the modification of the rights and obligations of theSecurities Administrator and the rights of the Certificateholders under theAgreement at any time by the Depositor, the Master Servicer, the Servicers, theSecurities Administrator, the Custodians and the Trustee with the consent of theHolders of Certificates affected by such amendment evidencing the requisitePercentage Interest, as provided in the Agreement. Any such consent by theHolder of this Certificate shall be conclusive and binding on such Holder andupon all future Holders of this Certificate and of any Certificate issued uponthe transfer hereof or in exchange therefor or in lieu hereof whether or notnotation of such consent is made upon this Certificate. The Agreement alsopermits the amendment thereof, in certain limited circumstances, without theconsent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitationstherein set forth, the transfer of this Certificate is registrable in theCertificate Register of the Securities Administrator upon surrender of thisCertificate for registration of transfer at the offices designated by theSecurities Administrator for such purposes or such other location specified inthe notice to Certificateholders, accompanied by a written instrument oftransfer in form satisfactory to the Securities Administrator duly executed bythe holder hereof or such holder’s attorney duly authorized in writing, andthereupon one or more new Certificates of the same Class in authorizeddenominations and evidencing the same aggregate Percentage Interest in the TrustFund will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificateswithout coupons in denominations specified in the Agreement. As provided in theAgreement and subject to certain limitations therein set forth, Certificates areexchangeable for new Certificates of the same Class in authorized denominationsand evidencing the same aggregate Percentage Interest, as requested by theHolder surrendering the same. No service charge will be made for any such registration of transferor exchange, but the Securities Administrator may require payment of a sumsufficient to cover any tax or other governmental charge payable in connectiontherewith. The Depositor, the Servicers and the Securities Administrator andany agent of the Depositor or the Securities Administrator may treat the Personin whose name this Certificate is registered as the owner hereof for allpurposes, and neither the Depositor, the Securities Administrator, nor any suchagent shall be affected by any notice to the contrary. On any Distribution Date on which the aggregate Stated PrincipalBalance of the Mortgage Loans is less than or equal to 10% of the Cut-off DatePool Principal Balance, the Person specified in Section 11.01 of the Agreementwill have the option to repurchase, in whole, from the Trust Fund all remainingMortgage Loans and all property acquired in respect of the Mortgage Loans at apurchase price determined as provided in the Agreement. The obligations andresponsibilities created by the Agreement will terminate as provided in Section11.01 of the Agreement. Any term used herein that is defined in the Agreement shall have themeaning assigned in the Agreement, and nothing herein shall be deemedinconsistent with that meaning. ASSIGNMENTFOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)unto ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________(Please print or typewrite name and address including postal zip code ofassignee)the Percentage Interest evidenced by the within Certificate and herebyauthorizes the transfer of registration of such Percentage Interest to assigneeon the Certificate Register of the Trust Fund. I (We) further direct the Securities Administrator to issue a newCertificate of a like denomination and Class, to the above named assignee anddeliver such Certificate to the following address:_______________________________________________________________________________.Dated: ______________________________________ Signature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes ofdistribution: Distributions shall be made, by wire transfer or otherwise, inimmediately 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. EXHIBIT F FORM OF INITIAL CERTIFICATION OF CUSTODIAN [date][Depositor][Servicer][Trustee][Securities Administrator] Re: Pooling and Servicing Agreement, dated as of May 1, 2006, among GS Mortgage Securities Corp., as Depositor, Litton Loan Servicing LP, as a Servicer, Select Portfolio Servicing, Inc., as a Servicer, Avelo Mortgage, L.L.C., as a Servicer, J.P. Morgan Trust Company, National Association, as a Custodian, U.S. Bank National Association, as a Custodian, Deutsche Bank National Trust Company, as a Custodian, LaSalle Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Securities Administrator and Master Servicer, GSAMP Trust 2006-HE3, Series 2006-HE3Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling andServicing Agreement (the “Pooling and Servicing Agreement”), the undersigned,each as a Custodian, 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, an executed Assignment of Mortgage (which may be included in a blanket assignment or assignments). Based on its review and examination and only as to the foregoingdocuments, such documents appear regular on their face and related to suchMortgage Loan. The Custodian has made no independent examination of any documentscontained in each Mortgage File beyond the review specifically required in thePooling and Servicing Agreement. The Custodian makes no representations as to:(i) the validity, legality, sufficiency, enforceability, recordability orgenuineness of any of the documents contained in each Mortgage File of any ofthe Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) thecollectibility, insurability, effectiveness or suitability of any such MortgageLoan or the perfection or priority of any Mortgage. Notwithstanding anythingherein to the contrary, the Custodian has made no determination and makes norepresentations as to whether (i) any endorsement is sufficient to transfer allright, title and interest of the party so endorsing, as Certificateholder orassignee thereof, in and to that Mortgage Note or (ii) any assignment is inrecordable form or sufficient to effect the assignment of and transfer to theassignee thereof, under the Mortgage to which the assignment relates. Capitalized words and phrases used herein shall have the respectivemeanings assigned to them in the Pooling and Servicing Agreement. J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Custodian By:____________________________________ Name:__________________________________ Title:_________________________________ U.S. BANK NATIONAL ASSOCIATION, as Custodian By:____________________________________ Name:__________________________________ Title:_________________________________ DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian By:____________________________________ Name:__________________________________ Title:_________________________________ EXHIBIT G FORM OF DOCUMENT CERTIFICATION AND EXCEPTION REPORT OF CUSTODIAN [date][Depositor][Servicer][Trustee][Securities Administrator]__________________________________________________ Re: Pooling and Servicing Agreement, dated as of May 1, 2006, among GS Mortgage Securities Corp., as Depositor, Litton Loan Servicing LP, as a Servicer, Select Portfolio Servicing, Inc., as a Servicer, Avelo Mortgage, L.L.C., as a Servicer, J.P. Morgan Trust Company, National Association, as a Custodian, U.S. Bank National Association, as a Custodian, Deutsche Bank National Trust Company, as a Custodian, LaSalle Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Securities Administrator and Master Servicer, GSAMP Trust 2006-HE3, Series 2006-HE3Gentlemen: In accordance with Section 2.02 of the above-captioned Pooling andServicing Agreement (the “Pooling and Servicing Agreement”), the undersigned, asa Custodian, hereby certifies that as to each Mortgage Loan listed in theMortgage Loan Schedule (other than any Mortgage Loan paid in full or listed onthe 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, an executed Assignment of Mortgage endorsed in blank in the form provided in Section 2.01 of the Pooling and Servicing Agreement; or 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 of 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 foregoingdocuments, (a) such documents appear regular on their face and related to suchMortgage Loan, and (b) the information set forth in items (1), (2) and (13) ofthe Mortgage Loan Schedule and the Data Tape Information accurately reflectsinformation set forth in the Custodial File. The Custodian has made no independent examination of any documentscontained in each Mortgage File beyond the review of the Custodial Filespecifically required in the Pooling and Servicing Agreement. The Custodianmakes no representations as to: (i) the validity, legality, sufficiency,enforceability, recordability or genuineness of any of the documents containedin each Mortgage File of any of the Mortgage Loans identified on the MortgageLoan Schedule or (ii) the collectibility, insurability, effectiveness orsuitability of any such Mortgage Loan or the perfection or priority of anyMortgage. Notwithstanding anything herein to the contrary, the Custodian hasmade no determination and makes no representations as to whether (i) anyendorsement is sufficient to transfer all right, title and interest of the partyso 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 assignmentof and transfer to the assignee thereof, under the Mortgage to which theassignment relates. Capitalized words and phrases used herein shall have the respectivemeanings assigned to them in the Pooling and Servicing Agreement. J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Custodian By:____________________________________ Name:__________________________________ Title:_________________________________ U.S. BANK NATIONAL ASSOCIATION, as Custodian By:____________________________________ Name:__________________________________ Title:_________________________________ DEUTSCHE BANK NATIONAL TRUST COMPANY, as Custodian By:____________________________________ Name:__________________________________ Title:_________________________________ EXHIBIT H FORM OF RESIDUAL TRANSFER AFFIDAVIT GSAMP Trust 2006-HE3, Mortgage Pass-Through CertificatesSTATE OF ) ) ss.:COUNTY OF ) The undersigned, being first duly sworn, deposes and says asfollows: 1. The undersigned is an officer of ___________________, theproposed Transferee of an Ownership Interest in a Residual Certificate (the”Certificate”) issued pursuant to the Pooling and Servicing Agreement dated asof May 1, 2006 (the “Agreement”), among GS Mortgage Securities Corp., asdepositor (the “Depositor”), Litton Loan Servicing LP, as a servicer (“Litton”),Select Portfolio Servicing, Inc., as a servicer (“SPS”), Avelo Mortgage, L.L.C.,as a servicer (together with Litton and SPS, the “Servicers”), J.P. Morgan TrustCompany, National Association, as a custodian (“J.P. Morgan”), U.S. BankNational Association (“U.S. Bank”), as a custodian, Deutsche Bank National TrustCompany, as a custodian (together with J.P. Morgan and U.S. Bank, the”Custodians”) and LaSalle Bank National Association, as trustee (the “Trustee”)and Wells Fargo Bank, N.A., as master servicer and securities administrator (the”Securities Administrator”). Capitalized terms used, but not defined herein orin Exhibit 1 hereto, shall have the meanings ascribed to such terms in theAgreement. The Transferee has authorized the undersigned to make this affidaviton behalf of the Transferee for the benefit of the Depositor and the SecuritiesAdministrator. 2. The Transferee is, as of the date hereof, and will be, as of thedate of the Transfer, a Permitted Transferee. The Transferee is acquiring itsOwnership Interest in the Certificate for its own account. The Transferee has noknowledge that any such affidavit is false. 3. The Transferee has been advised of, and understands that (i) atax will be imposed on Transfers of the Certificate to Persons that are notPermitted Transferees; (ii) such tax will be imposed on the transferor, or, ifsuch Transfer is through an agent (which includes a broker, nominee ormiddleman) 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 forthe tax if the subsequent Transferee furnished to such Person an affidavit thatsuch subsequent Transferee is a Permitted Transferee and, at the time ofTransfer, such Person does not have actual knowledge that the affidavit isfalse. 4. The Transferee has been advised of, and understands that a taxwill be imposed on a “pass-through entity” holding the Certificate if at anytime during the taxable year of the pass-through entity a Person that is not aPermitted Transferee is the record holder of an interest in such entity. TheTransferee understands that such tax will not be imposed for any period withrespect to which the record holder furnishes to the pass-through entity anaffidavit that such record holder is a Permitted Transferee and the pass-throughentity does not have actual knowledge that such affidavit is false. (For thispurpose, a “pass-through entity” includes a regulated investment company, a realestate 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 anotherPerson.) 5. The Transferee has reviewed the provisions of Section 5.02(c) ofthe Agreement and understands the legal consequences of the acquisition of anOwnership Interest in the Certificate including, without limitation, therestrictions on subsequent Transfers and the provisions regarding voiding theTransfer and mandatory sales. The Transferee expressly agrees to be bound by andto abide by the provisions of Section 5.02(c) of the Agreement and therestrictions noted on the face of the Certificate. The Transferee understandsand agrees that any breach of any of the representations included herein shallrender the Transfer to the Transferee contemplated hereby null and void. 6. The Transferee agrees to require a Transfer Affidavit from anyPerson to whom the Transferee attempts to Transfer its Ownership Interest in theCertificate, and in connection with any Transfer by a Person for whom theTransferee is acting as nominee, trustee or agent, and the Transferee will notTransfer its Ownership Interest or cause any Ownership Interest to beTransferred to any Person that the Transferee knows is not a PermittedTransferee. In connection with any such Transfer by the Transferee, theTransferee agrees to deliver to the Securities Administrator a certificatesubstantially in the form set forth as Exhibit I to the Agreement (a “TransferorCertificate”) to the effect that such Transferee has no actual knowledge thatthe 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 comedue, intends to pay its debts as they come due in the future, and understandsthat the taxes payable with respect to the Certificate may exceed the cash flowwith respect thereto in some or all periods and intends to pay such taxes asthey become due. The Transferee does not have the intention to impede theassessment or collection of any tax legally required to be paid with respect tothe Certificate. 8. The Transferee’s taxpayer identification number is __________. 9. The Transferee is a U.S. Person as defined in Code Section7701(a)(30) and the Agreement. 10. The Transferee is aware that the Certificate may be a”noneconomic residual interest” within the meaning of proposed Treasuryregulations promulgated pursuant to the Code and that the transferor of anoneconomic residual interest will remain liable for any taxes due with respectto the income on such residual interest, unless no significant purpose of thetransfer was to impede the assessment or collection of tax. 11. The Transferee will not cause income from the Certificate to beattributable to a foreign permanent establishment or fixed base, within themeaning 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 associatedwith 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 topay 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 thehighest rate specified in Section 11(b) of the Code if the Transferee has beensubject to the alternative minimum tax under Section 55 of the Code in thepreceding two years and will compute its taxable income in the current taxableyear using the alternative minimum tax rate) and (ii) present values arecomputed using a discount rate equal to the short-term federal rate prescribedby Section 1274(d) of the Code for the month of the transfer and the compoundingperiod used by the Transferee. [ ] The transfer of the Certificate complies with U.S. TreasuryRegulations 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 subjectto Title I of ERISA or a plan that is subject to Section 4975 of the Code or aplan subject to any federal, state or local law that is substantially similar toTitle I of ERISA or Section 4975 of the Code, and the Transferee is not actingon behalf of or investing plan assets of such a plan. IN WITNESS WHEREOF, the Transferee has caused this instrument to beexecuted on its behalf, pursuant to authority of its Board of Directors, by itsduly authorized officer and its corporate seal to be hereunto affixed, dulyattested, this __ day of ________, 20__. _________________________________________ Print Name of Transferee By:______________________________________ Name: Title:[Corporate Seal]ATTEST: ____________________________________ [Assistant] Secretary Personally appeared before me the above-named __________, known orproved to me to be the same person who executed the foregoing instrument and tobe the ___________ of the Transferee, and acknowledged that he executed the sameas 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__ EXHIBIT I FORM OF TRANSFEROR CERTIFICATE __________, 20__GS Mortgage Securities Corp.85 Broad StreetNew York, New York 10004Attention:Wells Fargo Bank, N.A.Sixth Street and Marquette AvenueMinneapolis, Minnesota 55479Attention: Corporate Trust Services GSAMP 2006-HE3 Re: GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, Series 2006-HE3, Class [ ]Ladies and Gentlemen: In connection with our disposition of the above Certificates wecertify that (a) we understand that the Certificates have not been registeredunder the Securities Act of 1933, as amended (the “Act”), and are being disposedby us in a transaction that is exempt from the registration requirements of theAct, (b) we have not offered or sold any Certificates to, or solicited offers tobuy any Certificates from, any person, or otherwise approached or negotiatedwith any person with respect thereto, in a manner that would be deemed, or takenany 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 noknowledge the Transferee is not a Permitted Transferee and (B) after conductinga reasonable investigation of the financial condition of the Transferee, we haveno knowledge and no reason to believe that the Transferee will not pay all taxeswith respect to the Residual Certificates as they become due and (C) we have noreason to believe that the statements made in paragraphs 7, 10 and 11 of theTransferee’s Residual Transfer Affidavit are false. Very truly yours, __________________________________ Print Name of Transferor By:_______________________________ Authorized Officer EXHIBIT J FORM OF RULE 144A LETTER ____________, 20__GS Mortgage Securities Corp.85 Broad StreetNew York, New York 10004Attention:Wells Fargo Bank, N.A.Sixth Street and Marquette AvenueMinneapolis, Minnesota 55479Attention: Corporate Trust Services GSAMP 2006-HE3 RE GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, Class [ ]Ladies and Gentlemen: In connection with our acquisition of the above Certificates wecertify that (a) we understand that the Certificates are not being registeredunder the Securities Act of 1933, as amended (the “Act”), or any statesecurities laws and are being transferred to us in a transaction that is exemptfrom the registration requirements of the Act and any such laws, (b) we havesuch knowledge and experience in financial and business matters that we arecapable 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 theDepositor concerning the purchase of the Certificates and all matters relatingthereto or any additional information deemed necessary to our decision topurchase the Certificates, (d) either we are purchasing a Class B-1 or Class B-2Certificate, or we are not an employee benefit plan that is subject to Title Iof the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), ora plan or arrangement that is subject to Section 4975 of the Internal RevenueCode of 1986, as amended (the “Code”), or a plan subject to any federal, stateor local law materially similar to the foregoing provisions of ERISA or theCode, nor are we acting on behalf of any such plan or arrangement nor using theassets of any such plan or arrangement to effect such acquisition, or, withrespect to a Class X Certificate, the purchaser is an insurance company that ispurchasing this certificate with funds contained in an “insurance companygeneral account” (as such term is defined in Section V(e) of ProhibitedTransaction Class Exemption 95-60 (“PTCE 95-60”)) and the purchase and holdingof such Certificates are covered under Sections I and III of PTCE 95-60, (e) wehave not, nor has anyone acting on our behalf offered, transferred, pledged,sold or otherwise disposed of the Certificates, any interest in the Certificatesor any other similar security to, or solicited any offer to buy or accept atransfer, pledge or other disposition of the Certificates, any interest in theCertificates or any other similar security from, or otherwise approached ornegotiated with respect to the Certificates, any interest in the Certificates orany other similar security with, any person in any manner, or made any generalsolicitation by means of general advertising or in any other manner, or takenany other action, that would constitute a distribution of the Certificates underthe Securities Act or that would render the disposition of the Certificates aviolation of Section 5 of the Securities Act or require registration pursuantthereto, 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 “qualifiedinstitutional buyer” as that term is defined in Rule 144A under the SecuritiesAct and have completed either of the forms of certification to that effectattached hereto as Annex 1 or Annex 2. We are aware that the sale to us is beingmade in reliance on Rule 144A. We are acquiring the Certificates for our ownaccount or for resale pursuant to Rule 144A and further, we understand that suchCertificates may be resold, pledged or transferred only (i) to a personreasonably believed to be a qualified institutional buyer that purchases for itsown account or for the account of a qualified institutional buyer to whom noticeis given that the resale, pledge or transfer is being made in reliance on Rule144A, or (ii) pursuant to another exemption from registration under theSecurities Act. ANNEX 1 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned (the “Buyer”) hereby certifies as follows to theparties listed in the Rule 144A Transferee Certificate to which thiscertification relates with respect to the Certificates described therein: 1. As indicated below, the undersigned is the President, ChiefFinancial Officer, Senior Vice President or other executive officer of theBuyer. 2. In connection with purchases by the Buyer, the Buyer is a”qualified institutional buyer” as that term is defined in Rule 144A under theSecurities Act of 1933, as amended (“Rule 144A”), because (i) the Buyer ownedand/or invested on a discretionary basis $ (1) in securities (except for theexcluded securities referred to below) as of the end of the Buyer’s most recentfiscal 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 $100,000,000in securities unless Buyer is a dealer, and, in that case, Buyer must own and/orinvest 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 thatare part of an unsold allotment to or subscription by the Buyer, if the Buyer isa dealer, (iii) securities issued or guaranteed by the U.S. or anyinstrumentality thereof, (iv) bank deposit notes and certificates of deposit,(v) loan participations, (vi) repurchase agreements, (vii) securities owned butsubject to a repurchase agreement and (viii) currency, interest rate andcommodity swaps. 4. For purposes of determining the aggregate amount of securitiesowned and/or invested on a discretionary basis by the Buyer, the Buyer used thecost of such securities to the Buyer and did not include any of the securitiesreferred to in the preceding paragraph, except (i) where the Buyer reports itssecurities holdings in its financial statements on the basis of their marketvalue, and (ii) no current information with respect to the cost of thosesecurities has been published. If clause (ii) in the preceding sentence applies,the securities may be valued at market. Further, in determining such aggregateamount, the Buyer may have included securities owned by subsidiaries of theBuyer, but only if such subsidiaries are consolidated with the Buyer in itsfinancial statements prepared in accordance with generally accepted accountingprinciples and if the investments of such subsidiaries are managed under theBuyer’s direction. However, such securities were not included if the Buyer is amajority-owned, consolidated subsidiary of another enterprise and the Buyer isnot itself a reporting company under the Securities Exchange Act of 1934, asamended. 5. The Buyer acknowledges that it is familiar with Rule 144A andunderstands that the seller to it and other parties related to the Certificatesare relying and will continue to rely on the statements made herein because oneor more sales to the Buyer may be in reliance on Rule 144A. 6. Until the date of purchase of the Rule 144A Securities, the Buyerwill notify each of the parties to which this certification is made of anychanges in the information and conclusions herein. Until such notice is given,the Buyer’s purchase of the Certificates will constitute a reaffirmation of thiscertification as of the date of such purchase. In addition, if the Buyer is abank or savings and loan is provided above, the Buyer agrees that it willfurnish to such parties updated annual financial statements promptly after theybecome available. _________________________________________ Print Name of Transferee By:______________________________________ Name: Title: Date:____________________________________ ANNEX 2 TO EXHIBIT J QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees That are Registered Investment Companies] The undersigned (the “Buyer”) hereby certifies as follows to theparties listed in the Rule 144A Transferee Certificate to which thiscertification relates with respect to the Certificates described therein: 1. As indicated below, the undersigned is the President, ChiefFinancial 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 theSecurities Act of 1933, as amended (“Rule 144A”), because Buyer is part of aFamily of Investment Companies (as defined below), is such an officer of theAdviser. 2. In connection with purchases by Buyer, the Buyer is a “qualifiedinstitutional buyer” as defined in SEC Rule 144A because (i) the Buyer is aninvestment company registered under the Investment Company Act of 1940, asamended and (ii) as marked below, the Buyer alone, or the Buyer’s Family ofInvestment Companies, owned at least $100,000,000 in securities (other than theexcluded securities referred to below) as of the end of the Buyer’s most recentfiscal year. For purposes of determining the amount of securities owned by theBuyer or the Buyer’s Family of Investment Companies, the cost of such securitieswas used, except (i) where the Buyer or the Buyer’s Family of InvestmentCompanies reports its securities holdings in its financial statements on thebasis of their market value, and (ii) no current information with respect to thecost of those securities has been published. If clause (ii) in the precedingsentence 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 meanstwo or more registered investment companies (or series thereof) that have thesame investment adviser or investment advisers that are affiliated (by virtue ofbeing majority owned subsidiaries of the same parent or because one investmentadviser 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 theBuyer’s Family of Investment Companies, (ii) securities issued or guaranteed bythe U.S. or any instrumentality thereof, (iii) bank deposit notes andcertificates 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 theparties listed in the Rule 144A Transferee Certificate to which thiscertification relates are relying and will continue to rely on the statementsmade herein because one or more sales to the Buyer will be in reliance on Rule144A. In addition, the Buyer will only purchase for the Buyer’s own account. 6. Until the date of purchase of the Certificates, the undersignedwill notify the parties listed in the Rule 144A Transferee Certificate to whichthis certification relates of any changes in the information and conclusionsherein. Until such notice is given, the Buyer’s purchase of the Certificateswill constitute a reaffirmation of this certification by the undersigned as ofthe date of such purchase. _________________________________________ Print Name of Transferee By:______________________________________ Name: Title: IF AN ADVISER: _________________________________________ Print Name of Buyer Date:____________________________________ EXHIBIT K FORM OF INVESTMENT LETTER (NON-RULE 144A) ——————— DateGS Mortgage Securities Corp.85 Broad StreetNew York, New York 10004Attention: Kevin GasvodaWells Fargo Bank, N.A.Sixth Street and Marquette AvenueMinneapolis, Minnesota 55479Attention: Corporate Trust Services GSAMP 2006-HE3 Re: GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, Series 2006-HE3, Class [__]Ladies and Gentlemen: In connection with our acquisition of the above Certificates wecertify that (a) we understand that the Certificates are not being registeredunder the Securities Act of 1933, as amended (the “Act”), or any statesecurities laws and are being transferred to us in a transaction that is exemptfrom the registration requirements of the Act and any such laws, (b) we are aninstitutional “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 experiencein financial and business matters that we are capable of evaluating the meritsand risks of investments in the Certificates, (c) we have had the opportunity toask questions of and receive answers from the Depositor concerning the purchaseof the Certificates and all matters relating thereto or any additionalinformation deemed necessary to our decision to purchase the Certificates, (d)either we are purchasing a Class B-1 or Class B-2 Certificate, or we are not anemployee benefit plan that is subject to Title I of the Employee RetirementIncome Security Act of 1974, as amended (“ERISA”), or a plan or arrangement thatis 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 similarto the foregoing provisions of ERISA or the Code, nor are we acting on behalf ofany such plan or arrangement nor using the assets of any such plan orarrangement to effect such acquisition, or, with respect to a Class XCertificate, the purchaser is an insurance company that is purchasing thiscertificate with funds contained in an “insurance company general account” (assuch term is defined in Section V(e) of Prohibited Transaction Class Exemption95-60 (“PTCE 95-60”)) and the purchase and holding of such Certificates arecovered under Sections I and III of PTCE 95-60, (e) we are acquiring theCertificates for investment for our own account and not with a view to anydistribution of such Certificates (but without prejudice to our right at alltimes 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 solicitedoffers to buy any Certificates from, any person, or otherwise approached ornegotiated with any person with respect thereto, or taken any other action whichwould 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, transferor other disposition is made pursuant to an effective registration statementunder the Act or is exempt from such registration requirements, and ifrequested, we will at our expense provide an opinion of counsel satisfactory tothe addressees of this Certificate that such sale, transfer or other dispositionmay be made pursuant to an exemption from the Act, (2) the purchaser ortransferee of such Certificate has executed and delivered to you a certificateto substantially the same effect as this certificate, and (3) the purchaser ortransferee has otherwise complied with any conditions for transfer set forth inthe Pooling and Servicing Agreement. _________________________________________ Print Name of Transferee By:____________________________________ Name: Title: Date: EXHIBIT L FORM OF REQUEST FOR RELEASE (for Custodian)To: [Address] Re: In connection with the administration of the Mortgage Loans held byyou as a Custodian on behalf of the Certificateholders we request the release,and acknowledge receipt, of the (Custodial File/[specify documents]) for theMortgage 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 waspreviously released to us, please release to us our previous request and receipton file with you, as well as any additional documents in your possessionrelating to the specified Mortgage Loan. If Box 4 or 5 above is checked, uponour return of all of the above documents to you as a Custodian, pleaseacknowledge your receipt by signing in the space indicated below, and returningthis form, if requested. LITTON LOAN SERVICING LP By:____________________________________ (authorized signer) SELECT PORTFOLIO SERVICING, INC. By:____________________________________ (authorized signer) AVELO MORTGAGE, L.L.C. By:____________________________________ (authorized signer) Issuer:________________________________ Address:_______________________________ Date:__________________________________Acknowledged receipt by:J.P. Morgan Trust Company, National Association,as CustodianBy:____________________________________________ Name: Title: Date:Acknowledged receipt by:U.S. Bank National Association,as CustodianBy:____________________________________________ Name: Title: Date:Acknowledged receipt by:Deutsche Bank National Trust Company,as CustodianBy:____________________________________________ Name: Title: Date: EXHIBIT M CONTENTS OF EACH MORTGAGE FILE With respect to each Mortgage Loan, the Mortgage File shall includeeach of the following items, which shall be available for inspection by theSponsor and which shall be retained by the Servicer or delivered to and retainedby the applicable Custodian: (i) the original Mortgage Note (with all applicable riders) bearing all intervening endorsements 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 the state law does not so allow the applicable Custodian is advised by the Depositor that state law does not so allow; (ii) the original of any guarantee executed in connection with the mortgage note, if provided; (iii) the original Mortgage (with all applicable riders) with evidence of recording thereon. If in connection with any Mortgage Loan, the applicable Original Loan Seller, 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 applicable Original Loan Seller, (to the extent that it has not previously delivered the same to the Sponsor or the applicable Custodian) shall deliver or cause to be delivered to the applicable 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 (or certified by) the applicable Original Loan 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 applicable Custodian upon receipt thereof by the applicable Original Loan 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; (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 applicable Original Loan Seller (to the extent that it has not previously delivered the same to the Sponsor or the Trustee) shall deliver or cause to be delivered to the applicable Custodian, 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 (or certified by) the applicable Original Loan 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 applicable Custodian upon receipt thereof by the applicable Original Loan Seller; 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; (viii) a security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage (if provided); (ix) residential loan application; (x) Mortgage Loan closing statement; (xi) verification of employment and income, if applicable; (xii) verification of acceptable evidence of source and amount of down payment; (xiii) credit report on Mortgagor; (xiv) residential appraisal report; (xv) photograph of the Mortgaged Property; (xvi) survey of the Mortgaged Property; (xvii) 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.; (xviii) all required disclosure statements; (xix) if required in an appraisal, termite report, structural engineer’s report, water potability and septic certification; (xx) sales contract, if applicable; and (xxi) 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 includerecords of tax receipts and payment history from the date of origination), andall other processing, underwriting and closing papers and records which arecustomarily contained in a mortgage loan file and which are required to documentthe Mortgage Loan or to service the Mortgage Loan. EXHIBIT N [Reserved] EXHIBIT O FORM OF CERTIFICATION TO BE PROVIDED WITH FORM-10-K Re: GSAMP Trust 2006-HE3 (the “Trust”) Mortgage Pass-Through Certificates, Series 2006-HE3, issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2006 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corp., as Depositor, Litton Loan Servicing LP, as a Servicer, Select Portfolio Servicing, Inc., as a Servicer, Avelo Mortgage, L.L.C., as a Servicer, J.P. Morgan Trust Company, National Association, as a Custodian, U.S. Bank National Association, as a Custodian, Deutsche Bank National Trust Company, as a Custodian, LaSalle Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Securities Administrator and Master Servicer, GSAMP Trust 2006-HE3I, [identify the certifying individual], certify that: 1. I have reviewed this annual report on Form 10-K (“AnnualReport”), and all reports on Form 10-D (collectively with this Annual Report,the “Reports”) required to be filed in respect of period covered by this AnnualReport, of the Trust; 2. Based on my knowledge, the Reports, taken as a whole, do notcontain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis Annual Report; 3. Based on my knowledge, all of the distribution, servicing andother information required to be provided under Form 10-D for the period coveredby this Annual Report is included in the Reports; 4. Based on my knowledge and the compliance statements required inthis Annual Report under Item 1123 of Regulation AB, and except as disclosed inthe Reports, each Servicer has fulfilled its obligations under the Pooling andServicing Agreement; and 5. All of the reports on assessment of compliance with servicingcriteria for asset-backed securities and their related attestation reports onassessment of compliance with servicing criteria required to be included in thisAnnual Report in accordance with Item 1122 of Regulation AB and Exchange ActRules 13a-18 and 15d-18 have been included as an exhibit to this Annual Report,except as otherwise disclosed in this Annual Report. Any material instances ofnon-compliance described in such reports have been disclosed in this AnnualReport.In giving the certifications above, I have reasonably relied on informationprovided to me by the following unaffiliated parties: the Master Servicer, theSecurities Administrator, the Trustee, the Servicers and each Custodian.Date: ________________________________________________________[Signature][Title] EXHIBIT P FORM OF SECURITIES ADMINISTRATOR CERTIFICATION TO BE PROVIDED TO DEPOSITOR Re: GSAMP Trust 2006-HE3 (the “Trust”) Mortgage Pass-Through Certificates, Series 2006-HE3, issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2006 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corp., as Depositor, Litton Loan Servicing LP, as a Servicer, Select Portfolio Servicing, Inc., as a Servicer, Avelo Mortgage, L.L.C., as a Servicer, J.P. Morgan Trust Company, National Association, as a Custodian, U.S. Bank National Association, as a Custodian, Deutsche Bank National Trust Company, as a Custodian, LaSalle Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Securities Administrator and Master Servicer, GSAMP Trust 2006-HE3 The Securities Administrator hereby certifies to the Depositor, andits officers, directors and affiliates, and with the knowledge and intent thatthey will rely upon this certification, that: 1. I have reviewed the annual report on Form 10-K for the fiscalyear [___] (the “Annual Report”), and all reports on Form 10-D required to befiled in respect of period covered by the Annual Report (collectively with theAnnual Report, the “Reports”), of the Trust; 2. To my knowledge, the Reports, taken as a whole, do not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythe Annual Report, it being understood that the Securities Administrator is notresponsible for verifying the accuracy or completeness of information in theReports (a) provided by Persons other than the Securities Administrator or anySubcontractor utilized by the Trustee or (b) relating to Persons other than theSecurities Administrator or any Subcontractor utilized by the SecuritiesAdministrator as to which a Responsible Officer of the Securities Administratordoes not have actual knowledge; 3. To my knowledge, the distribution or servicing informationrequired to be provided to the Securities Administrator by the Servicers underthe Pooling and Servicing Agreement for inclusion in the Reports is included inthe Reports; and 4. The report on assessment of compliance with servicing criteriafor asset-backed securities applicable to the Securities Administrator and eachSubcontractor utilized by the Securities Administrator and their relatedattestation reports on assessment of compliance with servicing criteriaapplicable to it required to be included in the Annual Report in accordance withItem 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has beenincluded as an exhibit to the Annual Report. Any material instances ofnon-compliance are described in such report and have been disclosed in theAnnual Report.Date: ________________________________________________________________________[Signature][Title] EXHIBIT Q-1 FORM OF CERTIFICATION TO BE PROVIDED BY THE SERVICER TO DEPOSITOR Re: GSAMP Trust 2006-HE3 (the “Trust”) Mortgage Pass-Through Certificates, Series 2006-HE3, issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2006 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corp., as Depositor, Litton Loan Servicing LP, as a Servicer, Select Portfolio Servicing, Inc., as a Servicer, Avelo Mortgage, L.L.C., as a Servicer, J.P. Morgan Trust Company, National Association, as a Custodian, U.S. Bank National Association, as a Custodian, Deutsche Bank National Trust Company, as a Custodian, LaSalle Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Securities Administrator and Master Servicer, GSAMP Trust 2006-HE3 The Servicer (the “Servicer”), certifies to the Depositor and theSecurities Administrator, and their respective officers, directors andaffiliates, and with the knowledge and intent that they will rely upon thiscertification, that:(1) The Servicer has reviewed the servicer compliance statement of the Servicer provided to the Depositor and the Securities Administrator for the Trust’s fiscal year [___] in accordance with Item 1123 of Regulation AB (each a “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”) provided to the Depositor and the Securities Administrator for the Trust’s fiscal year [___] in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (each a “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB related to each Servicing Assessment (each an “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Servicer during 200[ ] that were delivered or caused to be delivered by the Servicer pursuant to the Agreement (collectively, the “Servicing Information”);(2) Based on the Servicer’s knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Information;(3) Based on the Company’s knowledge, the servicing information required to be provided to the Securities Administrator by the Servicer pursuant to the Pooling and Servicing Agreement has been provided to the Securities Administrator;(4) Based on the Company’s knowledge and the compliance review conducted in preparing Compliance Statement of the Servicer except as disclosed in such Compliance Statement[(s)], Servicing Assessment[(s)] or Attestation Report[(s)], the Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects.(5) Each Servicing Assessment of the Servicer and its related Attestation Report required to be included in the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and the Trustee. Any material instances of non-compliance are described in any such Servicing Assessment or Attestation Report. Date: ____________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ EXHIBIT Q-2 FORM OF CERTIFICATION TO BE PROVIDED BY THE SUBSERVICER TO DEPOSITOR Re: GSAMP Trust 2006-HE3 (the “Trust”) Mortgage Pass-Through Certificates, Series 2006-HE3, issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2006 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corp., as Depositor, Litton Loan Servicing LP, as a Servicer, Select Portfolio Servicing, Inc., as a Servicer, Avelo Mortgage, L.L.C., as a Servicer, J.P. Morgan Trust Company, National Association, as a Custodian, U.S. Bank National Association, as a Custodian, Deutsche Bank National Trust Company, as a Custodian, LaSalle Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Securities Administrator and Master Servicer, GSAMP Trust 2006-HE3 The Subservicer (the “Subservicer”), certifies to the Depositor andthe Securities Administrator, and their respective officers, directors andaffiliates, and with the knowledge and intent that they will rely upon thiscertification, that:(1) The Subservicer has reviewed the servicer compliance statement of the Subservicer provided to the Depositor and the Securities Administrator for the Trust’s fiscal year [___] in accordance with Item 1123 of Regulation AB (each a “Compliance Statement”), the report on assessment of the Subservicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”) provided to the Depositor and the Securities Administrator for the Trust’s fiscal year [___] in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (each a “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB related to each Servicing Assessment (each an “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Subservicer during 200[ ] that were delivered or caused to be delivered by the Subservicer pursuant to the Agreement (collectively, the “Servicing Information”);(2) Based on the Subservicer’s knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Information;(3) Based on the Company’s knowledge, the servicing information required to be provided to the Securities Administrator by the Subservicer pursuant to the Pooling and Servicing Agreement has been provided to the Securities Administrator;(4) Based on the Company’s knowledge and the compliance review conducted in preparing Compliance Statement of the Subservicer except as disclosed in such Compliance Statement[(s)], Servicing Assessment[(s)] or Attestation Report[(s)], the Subservicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects.(5) Each Servicing Assessment of the Subservicer and its related Attestation Report required to be included in the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and the Securities Administrator. Any material instances of non-compliance are described in any such Servicing Assessment or Attestation Report. Date: ____________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ EXHIBIT Q-3 FORM OF CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER TO DEPOSITORRe: GSAMP Trust 2006-HE3 (the “Trust”) Mortgage Pass-Through Certificates, Series 2006-HE3, issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2006 (the “Pooling and Servicing Agreement”), among GS Mortgage Securities Corp., as Depositor, Litton Loan Servicing LP, as a Servicer, Select Portfolio Servicing, Inc., as a Servicer, Avelo Mortgage, L.L.C., as a Servicer, J.P. Morgan Trust Company, National Association, as a Custodian, U.S. Bank National Association, as a Custodian, Deutsche Bank National Trust Company, as a Custodian, LaSalle Bank National Association, as Trustee, and Wells Fargo Bank, N.A., as Securities Administrator and Master Servicer, GSAMP Trust 2006-HE3 The Master Servicer (the “Servicer”), certifies to the Depositor andthe Securities Administrator, and their respective officers, directors andaffiliates, and with the knowledge and intent that they will rely upon thiscertification, that:(1) The Servicer has reviewed the servicer compliance statement of the Servicer provided to the Depositor and the Securities Administrator for the Trust’s fiscal year [___] in accordance with Item 1123 of Regulation AB (each a “Compliance Statement”), the report on assessment of the Servicer’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”) provided to the Depositor and the Securities Administrator for the Trust’s fiscal year [___] in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (each a “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB related to each Servicing Assessment (each an “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Servicer during 200[ ] that were delivered or caused to be delivered by the Servicer pursuant to the Agreement (collectively, the “Servicing Information”);(2) Based on the Servicer’s knowledge, the Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Information;(3) Based on the Company’s knowledge, the servicing information required to be provided to the Securities Administrator by the Servicer pursuant to the Pooling and Servicing Agreement has been provided to the Securities Administrator;(4) Based on the Company’s knowledge and the compliance review conducted in preparing Compliance Statement of the Servicer except as disclosed in such Compliance Statement[(s)], Servicing Assessment[(s)] or Attestation Report[(s)], the Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects.(5) Each Servicing Assessment of the Servicer and its related Attestation Report required to be included in the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and the Securities Administrator. Any material instances of non-compliance are described in any such Servicing Assessment or Attestation Report. Date: ____________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ EXHIBIT R FORM OF POWER OF ATTORNEYRECORDING REQUESTED BYAND WHEN RECORDED MAIL TO:[Litton Loan Servicing LP4828 Loop Central DriveHouston, Texas 77081][Select Portfolio Servicing, Inc.3815 South West TempleSalt Lake City, Utah 84165][Avelo Mortgage, L.L.C600 E. Las Colinas Blvd., Suite 620Irving, Texas 75039]Attn: _________________________________ LIMITED POWER OF ATTORNEYKNOW ALL MEN BY THESE PRESENTS, that Wells Fargo Bank, N.A., having itsprincipal place of business at 9062 Old Annapolis Road, Columbia, Maryland21045, as Securities Administrator (the “Securities Administrator”) pursuant tothat Pooling and Servicing Agreement among GS Mortgage Securities Corp. (the”Depositor”), Litton Loan Servicing LP, as a servicer (“Litton”), SelectPortfolio Servicing, Inc., as a servicer (“SPS”), Avelo Mortgage, L.L.C., as aservicer (together with Litton and SPS, the “Servicers”), J.P. Morgan TrustCompany, National Association, as a custodian (“J.P. Morgan”), U.S. BankNational Association (“U.S. Bank”), as a custodian, Deutsche Bank National TrustCompany, as a custodian (together with J.P. Morgan and U.S. Bank, the”Custodians”), LaSalle Bank National Association, as trustee (the “Trustee”) andWells Fargo Bank, N.A., as master servicer (the “Master Servicer”) andsecurities administrator (the “Securities Administrator”), dated as of May 1,2006 (the “Pooling and Servicing Agreement”), hereby constitutes and appoints[Litton] [SPS] [Avelo], by and through [Litton’s] [SPS’] [Avelo’s] officers, theSecurities Administrator’s true and lawful Attorney-in-Fact, in the SecuritiesAdministrator’s name, place and stead and for the Securities Administrator’sbenefit, in connection with all mortgage loans serviced by [Litton] [SPS][Avelo] pursuant to the Pooling and Servicing Agreement for the purpose ofperforming all acts and executing all documents in the name of the SecuritiesAdministrator as may be customarily and reasonably necessary and appropriate toeffectuate the following enumerated transactions in respect of any of themortgages or deeds of trust (the “Mortgages” and the “Deeds of Trust”,respectively) and promissory notes secured thereby (the “Mortgage Notes”) forwhich the undersigned is acting as Securities Administrator for variouscertificateholders (whether the undersigned is named therein as mortgagee orbeneficiary or has become mortgagee by virtue of endorsement of the MortgageNote secured by any such Mortgage or Deed of Trust) and for which [Litton] [SPS][Avelo] is acting as servicer, all subject to the terms of the Pooling andServicing Agreement. This appointment shall apply to the following enumerated transactionsonly:(1) The modification or re-recording of a Mortgage or Deed of Trust, where said modification or re-recordings is for the purpose of correcting the Mortgage or Deed of Trust to conform same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued and said modification or re-recording, in either instance, does not adversely affect the lien of the Mortgage or Deed of Trust as insured.(2) The subordination of the lien of a Mortgage or Deed of Trust to an easement in favor of a public utility company of a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or the execution or requests to trustees to accomplish same.(3) The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate owned, or conveyance of title to real estate owned.(4) The completion of loan assumption agreements.(5) The full satisfaction/release of a Mortgage or Deed of Trust or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.(6) The assignment of any Mortgage or Deed of Trust and the related Mortgage Note, in connection with the repurchase of the mortgage loan secured and evidenced thereby.(7) The full assignment of a Mortgage or Deed of Trust upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.(8) With respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or termination, cancellation or rescission of any such foreclosure, including, without limitation, any and all of the following acts:(9) The substitution of trustee(s) serving under a Deed of Trust, in accordance with state law and the Deed of Trust; 1. the preparation and issuance of statements of breach or non-performance; 2. the preparation and filing of notices of default and/or notices of sale; 3. the cancellation/rescission of notices of default and/or notices of sale; 4. the taking of a deed in lieu of foreclosure; and 5. the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage, Deed of Trust or state law to expeditiously complete said transactions in paragraphs 8.a. through 8.e., above.The undersigned gives said Attorney-in-Fact full power and authority to executesuch instruments and to do and perform all and every act and thing necessary andproper to carry into effect the power or powers granted by or under this LimitedPower of Attorney as fully as the undersigned might or could do, and hereby doesratify and confirm to all that said Attorney-in-Fact shall lawfully do or causeto be done by authority hereof.Third parties without actual notice may rely upon the exercise of the powergranted under this Limited Power of attorney; and may be satisfied that thisLimited Power of Attorney shall continue in full force and effect and has notbeen revoked unless an instrument of revocation has been made in writing by theundersigned.IN WITNESS WHEREOF, __________________ as Securities Administrator pursuant tothat Pooling and Servicing Agreement among the Depositor, the Servicers, theapplicable Custodian, the Master Servicer, the Securities Administrator and theTrustee, dated as of May 1, 2006 (GSAMP Trust 2006-HE3 Mortgage Pass-ThroughCertificates, Series 2006-HE3), has caused its corporate seal to be heretoaffixed and these presents to be signed and acknowledged in its name and behalfby ______________ its duly elected and authorized Vice President this __ day of________, 200__. By:____________________________________ as Securities Administrator for GSAMP Trust 2006-HE3 Mortgage Pass-Through Certificates, Series 2006-HE3 By:____________________________________ Name: Title:STATE OF ________COUNTY OF ______On ___________, 200__, before me, the undersigned, a Notary Public in and forsaid state, personally appeared _______________, Vice President of________________as Securities Administrator for ______________ Mortgage LoanAsset Backed Certificates, Series 200__-___, personally known to me to be theperson whose name is subscribed to the within instrument and acknowledged to methat he/she executed that same in his/her authorized capacity, and that byhis/her signature on the instrument the entity upon behalf of which the personacted and executed the instrument.WITNESS my hand and official seal. (SEAL) _________________________________________ Notary Public My Commission Expires __________________ EXHIBIT S REPRESENTATIONS AND WARRANTIES AGREEMENT This REPRESENTATIONS AND WARRANTIES AGREEMENT (“Agreement”), datedas of May 26, 2006 (the “Closing Date”), is between GOLDMAN SACHS MORTGAGECOMPANY (“GSMC” or the “Seller”) and GS MORTGAGE SECURITIES CORP. (the”Depositor” or the “Purchaser”). W I T N E S S E T H: WHEREAS, GSMC acquired certain mortgage loans (the “AcousticMortgage Loans”) set forth on the mortgage loan schedule attached hereto asSchedule I (the “Acoustic Mortgage Loan Schedule”) from Acoustic Home Loans, LLC(“Acoustic”) pursuant to that certain Second Amended and Restated Flow MortgageLoan Purchase and Warranties Agreement, dated as of November 1, 2005 (the”Acoustic Purchase Agreement”), between GSMC, as purchaser, and Acoustic, asseller; WHEREAS, GSMC acquired certain mortgage loans (the “Conduit MortgageLoans” and together with the Acoustic Mortgage Loans, the “Mortgage Loans”), theConduit Mortgage Loans set forth on the mortgage loan schedule attached heretoas Schedule II (the “Conduit Mortgage Loan Schedule”) from various mortgage loansellers pursuant to certain Master Loan Purchase Agreements (the “ConduitPurchase Agreements” and together with the Acoustic Purchase Agreement the”Purchase Agreements”), each between GSMC, as purchaser, and the applicablemortgage loan seller, as seller; WHEREAS, pursuant to that certain bill of sale, dated as of May 26,2006, between GSMC and the Depositor, the Mortgage Loans are to be transferredby GSMC to the Depositor; WHEREAS, pursuant to that certain Pooling and Servicing Agreement,dated as of May 1, 2006 (the “Pooling and Servicing Agreement”), among theDepositor, Litton Loan Servicing LP, as a servicer, Select Portfolio Servicing,Inc., as a servicer, Avelo Mortgage, L.L.C., as a servicer (collectively, the”Servicers”), J.P. Morgan Trust Company, National Association, as a custodian,U.S. Bank National Association, as a custodian and Deutsche Bank National TrustCompany, as a custodian (collectively, the “Custodians”), Wells Fargo Bank,National Association as securities administrator (the “SecuritiesAdministrator”) and as master servicer (the “Master Servicer”), and LaSalle BankNational Association, as trustee (the “Trustee”), the GSAMP Trust 2006-HE3 (the”Trust”) shall issue its Mortgage Pass-Through Certificates, Series 2006-HE3(the “Certificates”), representing beneficial ownership interest in a trust, theassets of which include, but are not limited to, the Mortgage Loans transferredby the Depositor to the Trust pursuant to the Pooling and Servicing Agreement; WHEREAS, in connection with the sale of the Mortgage Loans by GSMCto the Depositor, GSMC shall make various representations and warranties to theDepositor regarding the Mortgage Loans; NOW, THEREFORE, in consideration of the foregoing and of the mutualcovenants herein contained, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows: Section 1. Defined Terms. (a) Unless otherwise defined herein, capitalized terms used hereinshall have the meanings assigned to such terms in the Pooling and ServicingAgreement. In the event of a conflict between any of the defined terms containedin this Agreement and the Pooling and Servicing Agreement, the definitionscontained in the Pooling and Servicing Agreement shall control. (b) The following capitalized terms shall have the meanings assignedto such terms below: Accepted Servicing Practices: With respect to any Mortgage Loanthose mortgage servicing practices of prudent mortgage lending institutionswhich service mortgage loans of the same type as such Mortgage Loan in thejurisdiction where the related Mortgaged Property is located. ALTA: The American Land Title Association, or any successor thereto. Covered Loan: A Mortgage Loan categorized as Covered pursuant toAppendix E of Standard & Poor’s Glossary. Deleted Mortgage Loan: A Mortgage Loan that is repurchased orreplaced or to be replaced with a Qualified Substitute Mortgage Loan by GSMC inaccordance with the terms of this Agreement. High Cost Loan: A Mortgage Loan that is (a) covered by the HomeOwnership and Equity Protection Act of 1994, (b) identified, classified orcharacterized as “high cost,” “threshold,” “covered”, or “predatory” under anyother applicable state, federal or local law (or a similarly identified,classified or characterized loan using different terminology under a lawimposing heightened regulatory scrutiny or additional legal liability forresidential mortgage loans having high interest rates, points and/or fees) or(c) categorized as “High Cost” or “Covered” pursuant to Appendix E of theStandard & Poor’s Glossary. Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, theratio (expressed as a percentage) of the outstanding principal amount of thesuch Mortgage Loan as of the Cut-off Date (unless otherwise indicated), to thelesser of (a) the Appraised Value of the Mortgaged Property at origination and(b) if such Mortgage Loan was made to finance the acquisition of the relatedMortgaged Property, the purchase price of the Mortgaged Property, Monthly Payment: The scheduled monthly payment of principal andinterest on a Mortgage Loan. Qualified Substitute Mortgage Loan: A mortgage loan eligible to besubstituted by GSMC for a Deleted Mortgage Loan which must, on the date of suchsubstitution, (i) have an outstanding principal balance, after deduction of allscheduled payments due in the month of substitution (or in the case of asubstitution of more than one mortgage loan for a Deleted Mortgage Loan, anaggregate principal balance), not in excess of the outstanding principal balanceof the Deleted Mortgage Loan (the amount of any shortfall will be paid by GSMCto the Depositor or its designee in the month of substitution); (ii) have aMortgage Interest Rate not less than, and not more than 1% greater than, theMortgage Interest Rate of the Deleted Mortgage Loan; (iii) have a remaining termto maturity not greater than, and not more than one year less than, that of theDeleted Mortgage Loan (iv) be of the same type as the Deleted Mortgage Loan(i.e., fixed rate or adjustable rate with same Periodic Rate Cap, and Index);and (v) comply with each representation and warranty (respecting individualMortgage Loans) set forth in Section 2 of this Agreement. Section 2. Representations and Warranties of GSMC. (a) As to each Acoustic Mortgage Loan (except as otherwise set forthon Exhibit III hereto), GSMC hereby makes the representations and warranties setforth in Exhibit I hereto to the Depositor as of the Closing Date (or such otherdate as set forth herein). (b) As to each Conduit Mortgage Loan (except as otherwise set forthon Exhibit III hereto), GSMC hereby makes the representations and warranties setforth in Exhibit II hereto to the Depositor as of the Closing Date (or suchother date as set forth herein). (c) None of the Group I Mortgage Loans has a Prepayment Premium inexcess of three years. Section 3. Repurchase or Substitution Obligation for Breach of aRepresentation or Warranty. (a) Within sixty (60) days of the earlier of either discovery by ornotice to GSMC of any breach of a representation or warranty which materiallyand adversely affects the value of the Mortgage Loans or the interest of theDepositor therein (or which materially and adversely affects the value of theapplicable Mortgage Loan or the interest of the Depositor therein), GSMC shallcure such breach in all material respects and, if such breach cannot be cured,GSMC shall, at the Depositor’s option, within sixty (60) calendar days of GSMC’sreceipt of request from the Depositor, repurchase such Mortgage Loan at theRepurchase Price. In the event that such a breach shall involve anyrepresentation or warranty set forth in Section 2 of this Agreement, and suchbreach cannot be cured within sixty (60) days of the earlier of either discoveryby or notice to GSMC of such breach, all of the Mortgage Loans materially andadversely affected thereby shall, at the Depositor’s option, be repurchased byGSMC at the Repurchase Price. Notwithstanding the above sentence, within thirty(30) days of the earlier of either discovery by, or notice to, GSMC of anybreach of the representations or warranties set forth in (1) clauses (y), (aa),(bb), (cc), (dd) and (ff) of Exhibit I and (2) clauses (t), (x), (bb), (cc),(dd) and (ff) of Exhibit II, GSMC shall repurchase the affected Mortgage Loan orMortgage Loans at the Repurchase Price, together with all expenses incurred bythe Depositor as a result of such repurchase. Any repurchase of a Mortgage Loanor Loans pursuant to the foregoing provisions of this Section 3 shall beaccomplished by direct remittance of the Repurchase Price to the Depositor orits designee in accordance with the Depositor’s instructions. However, if the breach shall involve a representation or warrantyset forth in Section 2 of this Agreement relating to any Mortgage Loan and GSMCdiscovers or receives notice of any such breach within two years of the ClosingDate, GSMC shall, at the Depositor’s option and provided that GSMC has aQualified Substitute Mortgage Loan, rather than repurchase such Mortgage Loan asprovided above, remove such Mortgage Loan (a “Deleted Mortgage Loan”) andsubstitute in its place a Qualified Substitute Mortgage Loan or Mortgage Loans,provided that any such substitution shall be effected not later than two yearsafter the Closing Date. If GSMC has no Qualified Substitute Mortgage Loan, GSMCshall repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loanor Mortgage Loans pursuant to the foregoing provisions of this Section 3 shallbe accomplished by direct remittance of the Repurchase Price to the Depositor orits designee in accordance with the Depositor’s instructions. At the time of repurchase or substitution, the Depositor and GSMCshall arrange for the reassignment of the Deleted Mortgage Loan to GSMC and thedelivery to GSMC of any documents held by the Trustee or the Custodian, as thecase may be, relating to the Deleted Mortgage Loan. In the event of a repurchaseor substitution, GSMC shall, simultaneously with such reassignment, give writtennotice to the Depositor that such repurchase or substitution has taken place,amend the applicable Mortgage Loan Schedule to reflect the withdrawal of theDeleted Mortgage Loan from this Agreement, and, in the case of substitution,identify a Qualified Substitute Mortgage Loan and amend the applicable MortgageLoan Schedule to reflect the addition of such Qualified Substitute Mortgage Loanto this Agreement. In connection with any such substitution, GSMC shall bedeemed to have made as to such Qualified Substitute Mortgage Loan therepresentations and warranties set forth in this Agreement except that all suchrepresentations and warranties set forth in this Agreement shall be deemed madeas of the date of such substitution. GSMC shall effect such substitution bydelivering to the Trustee or the Custodian or to such other party as theDepositor may designate in writing for such Qualified Substitute Mortgage Loanthe documents required by the Pooling and Servicing Agreement, with the MortgageNote endorsed as required by the Pooling and Servicing Agreement. Nosubstitution will be made in any calendar month after the initial DeterminationDate for such month. GSMC shall remit directly to the Depositor, or its designeein accordance with the Depositor’s instructions the monthly payment less theServicing Fee due, if any, on such Qualified Substitute Mortgage Loan orMortgage Loans in the month following the date of such substitution. Monthlypayments due with respect to Qualified Substitute Mortgage Loans in the month ofsubstitution shall be retained by GSMC. For the month of substitution,distributions to the Depositor shall include the monthly payment due on anyDeleted Mortgage Loan in the month of substitution, and GSMC shall thereafter beentitled to retain all amounts subsequently received by GSMC in respect of suchDeleted Mortgage Loan. For any month in which GSMC substitutes a Qualified SubstituteMortgage Loan for a Deleted Mortgage Loan, GSMC shall determine the amount (ifany) by which the aggregate principal balance of all Qualified SubstituteMortgage Loans as of the date of substitution is less than the aggregate StatedPrincipal Balance of all Deleted Mortgage Loans (after application of scheduledprincipal payments due in the month of substitution). The amount of suchshortfall, together with one month’s interest at the Mortgage Interest Rate onthe Deleted Mortgage Loan, shall be distributed by GSMC directly to theDepositor or its designee in accordance with the Depositor’s instructions withintwo (2) Business Days of such substitution. Any cause of action against GSMC relating to or arising out of thebreach of any representations and warranties made in Section 2 shall accrue asto any Mortgage Loan upon (i) discovery of such breach by the Depositor ornotice thereof by GSMC to the Depositor, (ii) failure by GSMC to cure suchbreach, repurchase such Mortgage Loan or substitute a Qualified SubstituteMortgage Loan as specified above, and (iii) demand upon GSMC by the Depositorfor compliance with this Agreement. (b) It is understood and agreed that the obligation of GSMC setforth in Section 3(a) to repurchase or substitute for a Mortgage Loan in breachof a representation or warranty contained in Section 2 constitutes the soleremedy of the Depositor or any other person or entity with respect to suchbreach. (c) In the event a Conduit Mortgage Loan is required to berepurchased due to an early payment default under the Conduit PurchaseAgreements, GSMC shall pay to GSAMP Trust 2006-HE3 (the “Trust”) the applicablerepurchase price pursuant to the Conduit Purchase Agreements. Section 4. Document Delivery Requirements. GSMC shall deliver to the Depositor all documents and instrumentsrequired under Section 2.01 of the Pooling and Servicing Agreement with respectto the Conduit Mortgage Loans. In the event any document or instrument requiredto be delivered to the Depositor pursuant to Section 2.01 of the Pooling andServicing Agreement, including an original or copy of any document submitted forrecordation to the appropriate public recording office, is not so delivered tothe Depositor, and in the event that GSMC does not cure such failure within 60days of discovery or receipt of written notification of such failure from theDepositor, GSMC shall, at the Depositor’s option, repurchase such ConduitMortgage Loan at the Repurchase Price, together with all expenses incurred bythe Depositor as a result of such repurchase. Section 5. Term of Representation and Warranties. The representations and warranties of GSMC set forth in Section 2shall inure to the benefit of the Depositor and its successors and assigns untilall amounts payable to Certificateholders under the Pooling and ServicingAgreement have been paid in full. Section 6. Execution in Counterparts. This Agreement may be executed in any number of counterparts and bydifferent parties hereto on separate counterparts, each of which counterparts,when so executed and delivered, shall be deemed to be an original and all ofwhich counterparts, taken together, shall constitute but one and the sameAgreement. Section 7. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARDS TO CONFLICTS OF LAWSPRINCIPLES. Section 8. Severability of Provisions. Any provision of this Agreement which is prohibited or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extentof such prohibition or unenforceability without invalidating the remainingprovisions hereof or affecting the validity or enforceability of such provisionin any other jurisdiction. Section 9. Captions. The captions in this Agreement are for convenience of reference onlyand shall not define or limit any of the terms or provisions hereof. Section 10. Successors and Assigns. This Agreement may not be assigned, pledged or hypothecated by anyparty hereto, except that the Depositor’s rights under this Agreement may beassigned to the Securities Administrator and the Trustee and are exercisable bythe Trustee (and its successors and assigns) and will be enforceable by theSecurities Administrator and the Trustee. Any entity into which GSMC or theDepositor may be merged or consolidated shall, without the requirement for anyfurther writing, be deemed GSMC or the Depositor, respectively, hereunder. Section 11. Third Party Beneficiary. The parties agree that the Trust (including the Trustee, theSecurities Administrator, the Master Servicer and the Servicers acting on theTrust’s behalf) is an intended third-party beneficiary of this Agreement withthe right to enforce the provisions hereof and the rights to obtain the benefitof the enforcement of the obligations and covenants of GSMC under Section 3 ofthis Agreement as if the Trustee were a party to this Agreement. Section 12. Amendments. This Agreement may be amended from time to time by the partieshereto. [Remainder of this Page Intentionally Left Blank.] IN WITNESS WHEREOF, the parties hereto have caused this Agreement tobe executed as of the date and year first above written. GOLDMAN SACHS MORTGAGE COMPANY By: Goldman Sachs Real Estate Funding Corp., its General Partner By: /s/ Kevin Gasvoda —————————————– Name: Kevin Gasvoda Title: Managing Director GS MORTGAGE SECURITIES CORP. By: /s/ Michelle Gill —————————————– Name: Michelle Gill Title: Vice President EXHIBIT I Representations and Warranties Regarding the Acoustic Mortgage Loans (a) Acoustic Mortgage Loans as Described. The information set forth in theAcoustic Mortgage Loan Schedule with respect to the Acoustic Mortgage Loans iscomplete, true and correct; (b) Payments Current. All payments required to be made up to the ClosingDate for the Acoustic Mortgage Loan under the terms of the Mortgage Note, otherthan payments for which the related due date was not thirty or more days priorto the Closing Date, have been made and credited. No Acoustic Mortgage Loan hasbeen delinquent for thirty or more days at any time since the origination of theAcoustic Mortgage Loan. The first Monthly Payment shall be made with respect tothe Acoustic Mortgage Loan on its Due Date or within thirty (30) days of its DueDate, all in accordance with the terms of the related Mortgage Note; (c) No Outstanding Charges. There are no defaults in complying with theterms of the Mortgage, and all taxes, governmental assessments, insurancepremiums, water, sewer and municipal charges, leasehold payments or ground rentswhich previously became due and owing have been paid, or an escrow of funds hasbeen established in an amount sufficient to pay for every such item whichremains unpaid and which has been assessed but is not yet due and payable.Acoustic has not advanced funds, or induced, solicited or knowingly received anyadvance of funds by a party other than the Mortgagor, directly or indirectly,for the payment of any amount required under the Acoustic Mortgage Loan, exceptfor interest accruing from the date of the Mortgage Note or date of disbursementof the Acoustic Mortgage Loan proceeds, whichever is earlier, to the day whichprecedes by one month the Due Date of the first installment of principal andinterest; (d) Original Terms Unmodified. The terms of the Mortgage Note and Mortgagehave not been impaired, waived, altered or modified in any respect, from thedate of origination except by a written instrument which has been recorded, ifnecessary to protect the interests of GSMC, and which has been delivered to theCustodian or to such other Person as GSMC shall designate in writing, and theterms of which are reflected in the Acoustic Mortgage Loan Schedule. No AcousticMortgage Loan has been modified so as to restructure the payment obligations orre-age the Acoustic Mortgage Loan. The substance of any such waiver, alterationor modification has been approved by the title insurer, if any, to the extentrequired by the policy, and its terms are reflected on the Acoustic MortgageLoan Schedule, if applicable. No Mortgagor has been released, in whole or inpart, except in connection with an assumption agreement, approved by the issuerof the title insurer, to the extent required by the policy, and which assumptionagreement is part of the Mortgage Loan File delivered to the Custodian or tosuch other Person as GSMC shall designate in writing and the terms of which arereflected in the Acoustic Mortgage Loan Schedule; (e) No Defenses. The Acoustic Mortgage Loan is not subject to any right ofrescission, set-off, counterclaim or defense, including without limitation thedefense of usury, nor will the operation of any of the terms of the MortgageNote or the Mortgage, or the exercise of any right thereunder, render either theMortgage Note or the Mortgage unenforceable, in whole or in part, or subject toany right of rescission, set-off, counterclaim or defense, including withoutlimitation the defense of usury, and no such right of rescission, set-off,counterclaim or defense has been asserted with respect thereto, and to the bestof the Seller’s knowledge, no Mortgagor was a debtor in any state or Federalbankruptcy or insolvency proceeding at the time the Acoustic Mortgage Loan wasoriginated; (f) Hazard Insurance. Pursuant to the terms of the Mortgage, all buildingsor other improvements upon the Mortgaged Property are insured by a generallyacceptable insurer against loss by fire, hazards of extended coverage and suchother hazards as are provided for in the Fannie Mae Guides or by Freddie Mac, aswell as all additional requirements set forth in Section 2.10 of the InterimServicing Agreement. If required by the National Flood Insurance Act of 1968, asamended, each Acoustic Mortgage Loan is covered by a flood insurance policymeeting the requirements of the current guidelines of the Federal InsuranceAdministration is in effect which policy conforms to Fannie Mae and Freddie Mac,as well as all additional requirements set forth in Section 2.10 of the InterimServicing Agreement, dated as of November 1, 2004, between Acoustic and GSMC(the “Interim Servicing Agreement”). All individual insurance policies contain astandard mortgagee clause naming Acoustic and its successors and assigns asmortgagee, and all premiums thereon have been paid. The Mortgage obligates theMortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’scost and expense, and on the Mortgagor’s failure to do so, authorizes the holderof the Mortgage to obtain and maintain such insurance at such Mortgagor’s costand expense, and to seek reimbursement therefor from the Mortgagor. Whererequired by state law or regulation, the Mortgagor has been given an opportunityto choose the carrier of the required hazard insurance, provided the policy isnot a “master” or “blanket” hazard insurance policy covering a condominium, orany hazard insurance policy covering the common facilities of a planned unitdevelopment. The hazard insurance policy is the valid and binding obligation ofthe insurer, is in full force and effect, and will be in full force and effectand inure to the benefit of the Seller upon the consummation of the transactionscontemplated by the Acoustic Purchase Agreement. Acoustic has not engaged in,and has no knowledge of the Mortgagor’s or any servicer’s having engaged in, anyact or omission which would impair the coverage of any such policy, the benefitsof the endorsement provided for herein, or the validity and binding effect ofsuch policy, without limitation, no unlawful fee, commission, kickback or otherunlawful 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 nosuch unlawful items have been received, retained or realized by Acoustic; (g) Compliance with Applicable Laws. Any and all requirements of anyfederal, state or local law including, without limitation, usury,truth-in-lending, real estate settlement procedures, consumer credit protection,equal credit opportunity and disclosure laws or unfair and deceptive practiceslaws applicable to the Acoustic Mortgage Loan including, without limitation, anyprovisions relating to Prepayment Premiums, have been complied with, theconsummation of the transactions contemplated hereby will not involve theviolation of any such laws or regulations. Each Acoustic Mortgage Loan at thetime it was made complied in all material respects with applicable local, state,and federal laws, including, but not limited to, all applicable predatory andabusive lending laws. Acoustic shall maintain in its possession, available forthe Seller’s inspection, and shall deliver to the Seller upon demand, evidenceof compliance with all such requirements; (h) No Satisfaction of Mortgage. The Mortgage has not been satisfied,canceled, subordinated or rescinded, in whole or in part, and the MortgagedProperty has not been released from the lien of the Mortgage, in whole or inpart, nor has any instrument been executed that would effect any such release,cancellation, subordination or rescission. Acoustic has not waived theperformance by the Mortgagor of any action, if the Mortgagor’s failure toperform such action would cause the Acoustic Mortgage Loan to be in default, norhas Acoustic waived any default resulting from any action or inaction by theMortgagor; (i) Location and Type of Mortgaged Property. The Mortgaged Property islocated in the state identified in the Acoustic Mortgage Loan Schedule andconsists of real property with a detached single family residence erectedthereon, or a two- to four-family dwelling, or an individual condominium unit ina low-rise condominium project, or an individual unit in a planned unitdevelopment or a de minimis planned unit development which is in each case fourstories or less, provided, however, that any mobile home (double wide only) ormanufactured dwelling shall conform with the applicable Fannie Mae and FreddieMac requirements regarding such dwellings and that no Acoustic Mortgage Loan issecured by a single parcel of real property with a cooperative housingcorporation, a log home or a mobile home erected thereon or by a mixed-useproperty, a property in excess of 10 acres, or other unique property types. Asof the date of origination, no portion of the Mortgaged Property was used forcommercial purposes, and since the date of origination, no portion of theMortgaged Property has been used for commercial purposes; provided, thatMortgaged Properties which contain a home office shall not be considered asbeing used for commercial purposes as long as the Mortgaged Property has notbeen altered for commercial purposes and is not storing any chemicals or rawmaterials other than those commonly used for homeowner repair, maintenanceand/or household purposes. With respect to any Acoustic Mortgage Loan secured bya Mortgaged Property improved by manufactured housing, (i) the relatedmanufactured housing unit is permanently affixed to the land, and (ii) therelated manufactured housing unit and the related land are subject to a Mortgageproperly filed in the appropriate public recording office and naming Acoustic asmortgagee and (iii) the related Mortgaged Property is not located in the stateof New Jersey. (j) Valid First or Second Lien. The Mortgage is a valid, subsisting,enforceable and perfected, first or second lien (as applicable) on the MortgagedProperty, including all buildings and improvements on the Mortgaged Property andall installations and mechanical, electrical, plumbing, heating and airconditioning systems located in or annexed to such buildings, and all additions,alterations and replacements made at any time with respect to the foregoing. Thelien of the Mortgage is subject only to: (i) the lien of current real property taxes and assessments not yet due and payable; (ii) 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 Acoustic Mortgage Loan and (a) specifically referred to or otherwise considered in the appraisal made for the originator of the Acoustic Mortgage Loan or (b) which do not adversely affect the Appraised Value of the Mortgaged Property set forth in such appraisal; (iii) 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; and (iv) with respect to Second Lien Mortgage Loans, the lien of the first mortgage on the Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Acoustic 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 mortgage loan, or (B) second lien and second priority security interest with respect to each Second Lien Mortgage Loan, in either case, on the property described therein and Acoustic has full right to sell and assign the same to GSMC. (k) Validity of Mortgage Documents. The Mortgage Note and the Mortgage and any other agreement executed and delivered by a Mortgagor in connection with an Acoustic Mortgage Loan are genuine, and each is the legal, valid and binding obligation of the maker thereof enforceable in accordance with its terms (including, without limitation, any provisions therein relating to Prepayment Premiums). To the best of the Seller’s knowledge, all parties to the Mortgage Note, the Mortgage and any other such related agreement had legal capacity to enter into the Acoustic 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. No fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to a Mortgage Loan has taken place on the part of any 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. Acoustic 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 Acoustic Mortgage Loan has been closed and the proceeds of the Acoustic 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 Acoustic 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; (m) Ownership. Acoustic is the sole owner of record and holder of the Acoustic Mortgage Loan and the indebtedness evidenced by each Mortgage Note. The Acoustic Mortgage Loan is not assigned or pledged, and Acoustic has good, indefeasible and marketable title thereto, and has full right to transfer and sell the Acoustic Mortgage Loan to GSMC 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 Acoustic Mortgage Loan pursuant to the Acoustic Purchase Agreement and following the sale of each Mortgage Loan, GSMC will own such Acoustic Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest. Acoustic intends to relinquish all rights to possess, control and monitor the Acoustic Mortgage Loan. After the related Closing Date, Acoustic will have no right to modify or alter the terms of the sale of the Acoustic Mortgage Loan and Acoustic will have no obligation or right to repurchase the Acoustic Mortgage Loan, except as provided in this Agreement; (n) Doing Business. All parties which have had any interest in the Acoustic 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) Title Insurance. The Acoustic Mortgage Loan is covered by an ALTA lender’s title insurance policy, or with respect to any Acoustic 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 Acoustic, its successors and assigns, as to the first priority lien (with respect to first lien Acoustic Mortgage Loans) or second priority lien (with respect to Second Lien Mortgage Loans) of the Mortgage in the original principal amount of the Acoustic Mortgage Loan, subject only to the exceptions contained in clauses (1), (2), (3) and (4) of paragraph (j) of this Exhibit I, and in the case of adjustable rate Acoustic 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 exceptions or to replace the standard survey exception with a specific survey reading. Acoustic, its successor 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, including Acoustic, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy, including without limitation, 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 Acoustic; (p) No Defaults. Other than payments due but not yet 30 days or more delinquent, to the best of the Seller’s knowledge, 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 Acoustic 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 Mortgage 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) as of the Closing Date, 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 Mortgage 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; (q) No Mechanics’ Liens. 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; provided, however, that this warranty shall be deemed not to have been made at the time of the initial issuance of the Certificates if a title policy affording, in substance, the same protection afforded by this warranty is furnished to the Trustee by the Seller; (r) Location of Improvements; No Encroachments. 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. To the best of the Seller’s knowledge, no improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation; (s) Origination; Payment Terms. The Acoustic Mortgage Loan was originated by 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, 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 Acoustic Mortgage Loan contains terms or provisions which would result in negative amortization. Principal payments on the Acoustic Mortgage Loan commenced no more than sixty days after funds were disbursed in connection with the Acoustic Mortgage Loan. The Mortgage Interest Rate as well as the Lifetime Rate Cap and the Periodic Cap, are as set forth on the Acoustic Mortgage Loan Schedule. Except with respect to Interest Only Mortgage Loans, the Mortgage Note is payable in equal monthly installments of principal and interest sufficient to amortize the Acoustic Mortgage Loan fully by the stated maturity date, over an original term of not more than forty years from commencement of amortization with interest calculated and payable in arrears. All 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. The Acoustic Mortgage Loan is payable on the first day of each month. No Acoustic Mortgage Loan is a balloon mortgage loan that has an original stated maturity of less than seven (7) years; (t) 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 an Acoustic Mortgage Loan and foreclosure on, or trustee’s sale of, the Mortgaged Property pursuant to the proper procedures, the holder of the Acoustic 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; (u) Conformance with Underwriting Guidelines. The Acoustic Mortgage Loan was underwritten in accordance with the Underwriting Guidelines (a copy of which is attached as Exhibit H to the Acoustic Purchase Agreement). The Mortgage Note and Mortgage are on forms acceptable to Freddie Mac or Fannie Mae and Acoustic has not made any representations to a Mortgagor that are inconsistent with the mortgage instruments used; (v) Occupancy of the Mortgaged Property. To the best of the Seller’s knowledge, 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; (w) Mortgaged Property Undamaged; No Condemnation Proceedings. There is no proceeding pending or, to the Seller’s knowledge, 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, hurricane, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Acoustic 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 of any such proceedings in the future; (x) Prior Servicing. Each Acoustic Mortgage Loan has been serviced in strict compliance with Accepted Servicing Practices; (y) 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 Acoustic to GSMC, that Acoustic has full right and authority and is not precluded by law or contract from furnishing such information to GSMC and GSMC is not precluded by the terms of the Mortgage Loan Documents from furnishing the same to any subsequent or prospective purchaser of such Mortgage. Acoustic shall hold GSMC harmless from any and all damages, losses, costs and expenses (including attorney’s fees) arising from disclosure of credit information in connection with GSMC’s secondary marketing operations and the purchase and sale of mortgages. Acoustic has in its capacity as servicer, for each Acoustic Mortgage Loan, fully furnished, 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. The Servicer will transmit full-file credit reporting data for each Acoustic Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19 and that for each Acoustic Mortgage Loan, Servicer 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. (z) Leaseholds. If the Acoustic 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; (aa) Prepayment Penalty. The Acoustic Mortgage Loan is subject to a prepayment penalty as provided in the related Mortgage Note except as set forth on the related Mortgage Loan Schedule. With respect to each Acoustic Mortgage Loan that has a prepayment penalty feature, each such prepayment penalty is enforceable and will be enforced by Acoustic for the benefit of GSMC, and each prepayment penalty is permitted pursuant to federal, state and local law. Each such prepayment penalty is in an amount no more than the maximum amount permitted under applicable law and no such prepayment penalty may be imposed for a term in excess of five (5) years with respect to Acoustic Mortgage Loans originated prior to October, 1, 2002. With respect to Acoustic Mortgage Loans originated on or after October 1, 2002, the duration of the prepayment period shall not exceed three (3) years from the date of the Mortgage Note unless the Acoustic Mortgage Loan was modified to reduce the prepayment period to no more than three years from the date of the note and the Mortgagor was notified in writing of such reduction in prepayment period. With respect to any Acoustic 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 Mortgagor 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 Mortgagor 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 Mortgagor in the loan documents pursuant to applicable state, local and federal law, and (iv) notwithstanding any state, local 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 Mortgagor’s default in making the loan payments; (bb) Predatory Lending Regulations. No Acoustic Mortgage Loan is a High Cost Loan or Covered Loan, as applicable, and no Acoustic Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act. No Acoustic Mortgage Loan is covered by the Home Ownership and Equity Protection Act of 1994 and no Acoustic Mortgage Loan is in violation of any comparable state or local law. The Mortgaged Property is not located in a jurisdiction where a breach of this representation with respect to the related Acoustic Mortgage Loan may result in additional assignee liability to GSMC, as determined by GSMC in its reasonable discretion. 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 Acoustic Mortgage Loan. Each Acoustic Mortgage Loan is in compliance with the anti-predatory lending eligibility for purchase requirements of Fannie Mae’s Selling Guide; (cc) Single-premium Credit Life Insurance Policy. In connection with the origination of any Acoustic Mortgage Loan, no proceeds from any Acoustic Mortgage Loan were used to finance or acquire a single-premium credit life insurance policy. 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 Acoustic Mortgage Loan; No proceeds from any Acoustic 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 Acoustic Mortgage Loan; (dd) Qualified Mortgage. The Acoustic Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code; (ee) LTV. No Acoustic Mortgage Loan has a LTV greater than 100%; (ff) Arbitration. With respect to any Acoustic 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 Acoustic Mortgage Loan transaction; and (gg) Delivery to the applicable Custodian. With respect to each Acoustic Mortgage Loan, GSMC is in possession of a complete Mortgage File except for the documents which have been delivered to the applicable Custodian or which have been submitted for recording and not yet returned. EXHIBIT II Representations and Warranties Regarding the Conduit Mortgage Loans (a) Conduit Mortgage Loans as Described. The information set forth in theConduit Mortgage Loan Schedule with respect to the Conduit Mortgage Loans iscomplete, true and accurate; (b) Criteria for Eligible Loans. Unless otherwise agreed upon, theMortgage Loan has been generally underwritten in accordance with, and meets theparameters of, the underwriting requirements set forth in the Underwriting Guideor the Seller’s underwriting guidelines. No Conduit Mortgage Loan is (i) coveredby the provisions of the Homeownership and Equity Protection Act of 1994 or (ii)in violation of, or classified as a “high cost”, “threshold”, “covered” or”predatory” loan under, any other applicable state, federal or local law (or asimilarly classified loan using different terminology under a law imposingheightened regulatory scrutiny or additional legal liability for residentialmortgage loans having high interest rates, points and/or fees). No ConduitMortgage Loan is subject to any rights of rescission, counterclaims or defenses; (c) Compliance with Applicable Laws: Each Mortgage Loan has beenoriginated in compliance with all applicable local, state and federal laws andregulations including, without limitation, usury and predatory lending laws; (d) Origination/Doing Business: The Conduit Mortgage Loan was originatedby a mortgagee approved by the Secretary of Housing and Urban Developmentpursuant to Sections 203 and 211 of the National Housing Act, a savings and loanassociation, a savings bank, a commercial bank, credit union, insurance companyor other similar institution which is supervised and examined by a federal orstate authority. All parties who have had any interest in the Conduit MortgageLoan, whether as a mortgagee, assignee, pledgee or otherwise are (or during theperiod in which they held and disposed of such interest, were) (a) in compliancewith any and all applicable licensing requirements of the laws of the statewhere the Mortgaged Property is located, and (b) either (i) organized under thelaws of such state, or (ii) qualified to do business in such state, or (iii) afederal savings and loan association, a savings bank or a national bank having aprincipal office in such state, or (c) not doing business in such state; (e) Validity of Loan Documents: The Mortgage Note and the Mortgage and anyother agreement executed by a Mortgagor in connection with a Mortgage Loan aregenuine and each is the legal, valid, and binding obligation of its maker. Eachis enforceable according with its terms (including without limitation, anyprovisions relating to prepayment charges or penalties), except as limited bybankruptcy, insolvency or other similar laws generally affecting the enforcementof creditor’s rights. To the best of the Seller’s knowledge, all partiesassociated with the Mortgage Note, the Mortgage and any related document hadlegal capacity to enter into the Mortgage Loan and to execute and deliver saiddocuments and said documents have been duly and properly executed by all suchrelated parties; (f) No Defenses: The Mortgage Loan is not subject to any right ofrescission, set-off, counterclaim or defense, including without limitation thedefense of usury. The operation of any of the terms of the Mortgage Note or theMortgage, or the exercise of any right thereunder, will not render the MortgageNote or the Mortgage unenforceable, in whole or in part or subject to any rightof rescission, set-off, counterclaim or defense, including without limitation,the defense of usury. In addition, no such right of rescission, set-off,counterclaim or defense has been asserted with respect to the Mortgage Note orthe Mortgage. To the best of the Seller’s knowledge, no Mortgagor was a debtorin any local, state or federal bankruptcy or insolvency proceeding at the timethe related Mortgage Loan was originated or as of the related origination date; (g) No Defaults: Other than payments due but not yet 30 days or moredelinquent, to the best of the Seller’s knowledge, there is no default, breach,violation or event which would permit acceleration existing under the Mortgageor the Mortgage Note and no event which, with the passage of time or with noticeand the expiration of any grace or cure period, would constitute a default,breach, violation or event which would permit acceleration. No such default,breach, violation or event which would permit acceleration has been waived bythe Seller or by any other entity involved in originating the Conduit MortgageLoan. With respect to each second lien loan, (i) the prior mortgage is in fullforce and effect, (ii) there is no default, breach, violation or event whichwould permit acceleration existing under such prior mortgage or the relatedmortgage note, (iii) there is no event which, with the passage of time or withnotice and the expiration of any grace or cure period, would constitute adefault, breach, violation or event which would permit 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 receivenotice of, and affords such mortgagee an opportunity to cure any default bypayment in full or otherwise under the prior mortgage; (h) Original Terms Unmodified: The terms of the Mortgage Note and theMortgage have not been impaired, waived, altered or modified in any respect fromthe date of origination, except by written instrument. Any such instrument wasrecorded in the applicable public recording office if necessary to protect theinterests of the Purchaser in the related Conduit Mortgage Loan. In addition,the changes to the terms have been delivered to the Purchaser or its designeeand reflected on the Conduit Loan Schedule. No Conduit Mortgage Loan has beenmodified so as to restructure the payment obligations or extend the maturitydate of the Conduit Mortgage Loan. The substance of any such waiver, alterationor modification has been approved by the title insurer to the extent required bythe title policy. No Mortgagor has been released, in whole or in part, except inconnection with an assumption agreement, approved by the issuer of the titleinsurance, to the extent required by the policy, and which assumption agreementis part of the Custodial File delivered to the Purchaser or its designee and theterms of which are reflected in the Conduit Loan Schedule; (i) No Satisfaction of Mortgage: The Mortgage has not been satisfied,cancelled, subordinated or rescinded, in whole or in part and the MortgagedProperty has not been released from the lien of the Mortgage, in whole or inpart, nor has any instrument been executed that would effect any suchsatisfaction, cancellation, subordination, or rescission. The Seller has notwaived the performance by the Mortgagor of any action, if the Mortgagor’sfailure 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 bythe Mortgagor; (j) Customary Provisions: The Mortgage and related Mortgage Note containcustomary and enforceable provisions such as to render the rights and remediesof the holder thereof adequate for the realization against the MortgagedProperty of the benefits of the security provided thereby, including: bytrustee’s sale, in the case of a Mortgage designated as a deed of trust; and byjudicial foreclosure. There are no homestead or other exemptions or other rightsor interests available to the Mortgagor that would interfere with the right tosell the Mortgaged Property at a trustee’s sale or the right to foreclose theMortgage, subject to applicable federal, state and local laws and judicialprecedent with respect to bankruptcy and right of redemption or similar law; (k) Full Disbursement of Loan Proceeds: Each Mortgage Loan has been closedand the proceeds of the Mortgage Loan have been fully disbursed. There is noobligation for the Mortgagee to advance additional funds and any and allrequirements to complete any on-site or off-site improvement have been compliedwith as well as any disbursements of escrow funds; (l) Ownership: The Seller is the sole owner of record and holder of theMortgage Loan and the indebtedness evidenced by each Mortgage Note. The MortgageLoan is not assigned or pledged other than for normal warehouse arrangements orother warehouse arrangements previously disclosed to the Purchaser, and theSeller has good, indefeasible and marketable title thereto, and has full rightto transfer and sell the Mortgage Loan to the Purchaser free and clear of anyencumbrance, equity, participation interest, lien, pledge, charge, claim orsecurity interest, and has full right and authority subject to no interest orparticipation of, or agreement with, any other party, to sell and assign eachMortgage Loan pursuant to the underlying purchase documents, as applicable; (m) Improvements: All the improvements that were considered in determiningthe appraised value of the Mortgaged Property lie wholly within its boundariesand the building restriction lines of the Mortgaged Property. Otherwise, thetitle insurance policy insures against loss or damage by reason of anyviolation, variation, encroachment or adverse circumstance that either isdisclosed or would have been disclosed by an accurate survey. No improvements toadjoining properties encroach upon the Mortgaged Property in any respect so asto affect the value or marketability of the Mortgaged Property. No improvementlocated on, or being part of, the Mortgaged Property is in violation of anyapplicable zoning law or regulation; (n) Proper Servicing: The Conduit Mortgage Loan has been serviced by theSeller (or a servicer or subservicer on its behalf) and any predecessor servicerin accordance with Accepted Servicing Practices, applicable laws and regulationsand have been in all respects legal and proper and prudent in the mortgageorigination and servicing business; (o) All Payments Made: Other than with respect to payments not yet 30 daysdelinquent, no Conduit Mortgage Loan is 30 or more days delinquent on theClosing Date, nor has any Conduit Mortgage Loan been delinquent since itsorigination date. The Seller has not advanced funds, or induced, solicited orknowingly received any advance of funds, directly or indirectly, from a partyother than the owner of the related Mortgaged Property for the payment of anyamount required by the Mortgage Note or Mortgage, except for interest accruingfrom the date of the Mortgage Note or date of disbursement of the ConduitMortgage Loan proceeds, whichever is earlier, to the date which precedes by onemonth the due date of the first installment of principal and interest; (p) Title Insurance Policy: Each Conduit Mortgage Loan is covered by anALTA lender’s title insurance policy, or with respect to any Conduit MortgageLoan for which the related Mortgaged Property is located in California, a CLTAlender’s title insurance policy or other generally acceptable form of policy orinsurance acceptable to Fannie Mae or Freddie Mac. The title insurance policy: (1) is issued by a title insurer who is qualified to do business in the jurisdiction where the Mortgaged Property is located; (2) insures 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; (3) insures against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the interest rate and monthly payment for any adjustable rate Mortgage Loan; (4) affirmatively insures ingress and egress to and from the Mortgaged Property; (5) insures against encroachments by or upon the Mortgaged Property or any interest therein; (6) names the Seller, its successors and assigns, as the sole insured of the title insurance policy; (7) is valid and remains in full force and effect; and (8) does not contain any special exceptions (other than standard exclusions) for zoning and uses and has been marked to delete the standard survey exceptions or to replace the standard exceptions with a specific survey reading;In addition, no claims are pending under such lender’s title insurance policy,and no prior holder of the related Mortgage, including the Seller, has done, byact or omission, anything that would impair the coverage of such policy; (q) Fire, Hazard and Flood Insurance: All buildings and other improvementson the Mortgaged Property are insured. The buildings and other improvements areinsured against loss by fire, hazards of extended coverage and other hazards. Ifthe Mortgaged Property is in an area identified on a Flood Hazard Map or FloodInsurance Rate Map issued by the Federal Emergency Management Agency as havingspecial flood hazards, the property must have a flood insurance policy ineffect. The flood insurance policy meets the requirements of the currentguidelines of the Federal Insurance Administration. All such insurance policiescontain a standard Mortgagee clause naming the Seller, its successors andassigns as Mortgagee and all premiums due have been paid. Each Mortgageobligates the Mortgagor to maintain all such insurance at the Mortgagor’s costand expense. If the Mortgagor fails to maintain such insurance, then the holderof the Mortgage is authorized to obtain such insurance and to seek reimbursementfrom the Mortgagor; (r) Mortgaged Property Undamaged; No Condemnation Proceedings: There is noproceeding pending or, to the Seller’s knowledge, threatened for the total orpartial condemnation of the Mortgaged Property. The Mortgaged Property isundamaged by waste, fire, earthquake or earth movement, windstorm, flood,tornado or other casualty so as to affect adversely the value of the MortgagedProperty as security for the Mortgage Loan or the use for which the premiseswere intended; (s) No Mechanics’ Liens: There are no mechanics’ or similar liens orclaims which have been filed for work, labor or material (and no rights areoutstanding that under law could give rise to such liens) affecting the relatedMortgaged Property which are or may be liens prior to, or equal or coordinatewith, the lien of the related Mortgage; provided, however, that this warrantyshall be deemed not to have been made at the time of the initial issuance of theCertificates if a title policy affording, in substance, the same protectionafforded by this warranty is furnished to the Trustee by the Seller; (t) Single-premium Credit Life Insurance: In connection with theorigination of any Mortgage Loan, no proceeds from any Mortgage Loan were usedto finance a single-premium credit life insurance policy; (u) Valid First and Second Lien: Each Mortgage is a valid, enforceable andperfected first lien, with respect to first lien loans, or second lien, withrespect to second lien Conduit Mortgage Loans, on real estate constituting theMortgaged Property, including all buildings and improvements on the MortgagedProperty and all installations and mechanical, electrical, plumbing, heating andair conditioning systems located in or annexed to such buildings, and alladditions, alterations and replacements made at any time, with respect to theforegoing. The lien of the Mortgage is subject only to: with respect to secondlien loans, the lien of the first mortgage on the Mortgaged Property; the lienof current real estate property taxes and assessments not yet due and payable;covenants, conditions and restrictions, rights of way, easements and othermatters of the public record as of the date of recording acceptable to prudentmortgage lending institutions generally and specifically referred to in thelender’s title insurance policy delivered to the originator of the Mortgage Loanand (a) specifically referred to or otherwise considered in the appraisal madefor the originator of the Conduit Mortgage Loan or (b) which do not adverselyaffect the appraised value of the Mortgaged Property set forth in suchappraisal; and other matters to