POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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GSAMP Trust 2005-S2 | WACHOVIA BANK, NATIONAL ASSOCIATION | DEUTSCHE BANK NATIONAL TRUST COMPANY, | GS MORTGAGE SECURITIES CORP.,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 5/26/2005
Law Firm: Long Beach Mortgage Company

POOLING AND SERVICING AGREEMENT, Parties: gsamp trust 2005-s2 , wachovia bank national association , deutsche bank national trust company , gs mortgage securities corp.

EXECUTION COPY

GS MORTGAGE SECURITIES CORP.,

Depositor,

LONG BEACH MORTGAGE COMPANY,

Master Servicer and Responsible Party,

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee,

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

Co-Trustee

POOLING AND SERVICING AGREEMENT

Dated as of May 1, 2005

GSAMP TRUST 2005-S2

MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2005-S2

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.01

Definitions

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

Section 2.01	Conveyance of Mortgage Loans
Section 2.02	Acceptance by the Trustee of the Mortgage Loans
Section 2.03	Representations, Warranties and Covenants of the Responsible Party and the Master Servicer
Section 2.04	[RESERVED].
Section 2.05	Execution and Delivery of Certificates
Section 2.06	REMIC Matters
Section 2.07	Representations and Warranties of the Depositor
Section 2.08	Enforcement of Purchaser and Responsible Party Obligations.

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 3.01	Master Servicer to Service Mortgage Loans
Section 3.02	Subservicing Agreements between the Master Servicer and Subservicers
Section 3.03	Successor Subservicers
Section 3.04	Liability of the Master Servicer
Section 3.05	No Contractual Relationship between Subservicers and the Trustee
Section 3.06	Assumption or Termination of Subservicing Agreements by Trustee
Section 3.07	Collection of Certain Mortgage Loan Payments
Section 3.08	Subservicing Accounts
Section 3.09	Reserved.
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	[RESERVED].
Section 3.19	Access to Certain Documentation and Information Regarding the Mortgage Loans
Section 3.20	Documents, Records and Funds in Possession of the Master Servicer to Be Held for the Trustee
Section 3.21	Servicing Compensation
Section 3.22	Annual Statement as to Compliance
Section 3.23	Annual Independent Public Accountants’ Servicing Statement; Financial Statements
Section 3.24	Trustee to Act as Master 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	Maintenance of Mortgage Pool Insurance Policy

ARTICLE IV

DISTRIBUTIONS AND ADVANCES BY THE master SERVICER

Section 4.01	Advances
Section 4.02	Priorities of Distribution
Section 4.03	Monthly Statements to Certificateholders
Section 4.04	Certain Matters Relating to the Determination of LIBOR
Section 4.05	Allocation of Applied Realized Loss Amounts
Section 4.06	Distributions on the REMIC I Regular Interests.

ARTICLE V

THE CERTIFICATES

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

ARTICLE VI

THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01	Respective Liabilities of the Depositor and the Master Servicer
Section 6.02	Merger or Consolidation of the Depositor or the Master Servicer

Section 6.03	Limitation on Liability of the Depositor, the Master Servicer and Others
Section 6.04	Limitation on Resignation of the Master Servicer
Section 6.05	Additional Indemnification by the Master Servicer; Third Party Claims

ARTICLE VII

DEFAULT

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

ARTICLE VIII

CONCERNING THE TRUSTEE AND CO-TRUSTEE

Section 8.01	Duties of the Trustee
Section 8.02	Certain Matters Affecting the Trustee
Section 8.03	Trustee Not Liable for Certificates or Mortgage Loans
Section 8.04	Trustee May Own Certificates
Section 8.05	Trustee’s Fees and Expenses
Section 8.06	Eligibility Requirements for the Trustee
Section 8.07	Resignation and Removal of the Trustee
Section 8.08	Successor Trustee
Section 8.09	Merger or Consolidation of the Trustee
Section 8.10	Appointment of Co-Trustee or Separate Trustee
Section 8.11	Tax Matters
Section 8.12	Periodic Filings
Section 8.13	Tax Classification of the Excess Reserve Fund Account
Section 8.14	Duties of the Co-Trustee.
Section 8.15	Co-Trustee’s Fees and Expenses.

ARTICLE IX

TERMINATION

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

ARTICLE X

MISCELLANEOUS PROVISIONS

Section 10.01

Amendment

Section 10.02	Recordation of Agreement; Counterparts
Section 10.03	Governing Law
Section 10.04	Intention of Parties
Section 10.05	Notices
Section 10.06	Severability of Provisions
Section 10.07	Assignment; Sales; Advance Facilities
Section 10.08	Limitation on Rights of Certificateholders
Section 10.09	Inspection and Audit Rights
Section 10.10	Certificates Nonassessable and Fully Paid
Section 10.11	Third Party Beneficiary
Section 10.12	Waiver of Jury Trial
Section 10.13	Limitation of Damages

SCHEDULES

Schedule I	Mortgage Loan Schedule
Schedule II	Schedule Representations and Warranties of Long Beach Mortgage Company, as Master Servicer
Schedule III	Representations and Warranties of Long Beach Mortgage Company, as Responsible Party
Schedule IV	Schedule of Covered Loans

EXHIBITS

Exhibit A-1	Form of Class A, Class M and Class B Certificates
Exhibit B	Form of Class P Certificate
Exhibit C	Form of Class R Certificate
Exhibit D-1	Form of Class X Certificate
Exhibit D-2	Form of Class X-1 Certificate
Exhibit E	Form of Initial Certification of Trustee
Exhibit F	Form of Document Certification and Exception Report of Trustee
Exhibit G	Form of Residual Transfer Affidavit
Exhibit H	Form of Transferor Certificate

Exhibit I-1	Form of Rule 144A Letter
Exhibit I-2	Form of Investment Letter (Non Rule 144A)
Exhibit J	Form of Request for Release
Exhibit K	Contents of Each Mortgage File
Exhibit L	[Reserved]
Exhibit M	Form of Certification to be provided with Form 10-K
Exhibit N	Form of Trustee Certification to be provided to Depositor
Exhibit O	Form of Master Servicer Certification to be provided to Depositor
Exhibit P	Mortgage Pool Insurance Policy
Exhibit Q	Form of Power of Attorney
Exhibit R	Purchase Agreement
Exhibit S	Representations and Warranties Agreement

THIS POOLING AND SERVICING AGREEMENT, dated as of May 1, 2005, is among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the “Depositor”), LONG BEACH MORTGAGE COMPANY, a Delaware corporation, as responsible party (in such capacity, the “Responsible Party”) and as master servicer (in such capacity, the “Master Servicer”), DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the “Trustee”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as co-trustee (the “Co-Trustee”).

W I T N E S S E T H :

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

PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest of the Trust Fund created hereunder. The Trust Fund will consist of a segregated pool of assets comprised of the Mortgage Loans and certain other related assets subject to this Agreement.

REMIC I

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement (other than the Prepayment Premiums and the Excess Reserve Fund Account) as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”. The Class R Certificates will be the sole class of “residual interests” in REMIC I for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.

Designation	REMIC I Remittance Rate	Initial Uncertificated Balance	Latest Possible Maturity Date (1)
I-LTAA	Variable ⁽²⁾	$ 424,295,746.25	November 25, 2034
I-LTA	Variable ⁽²⁾	$ 3,154,070.00	November 25, 2034
I-LTM1	Variable ⁽²⁾	$ 389,660.00	November 25, 2034
I-LTM2	Variable ⁽²⁾	$ 283,590.00	November 25, 2034
I-LTM3	Variable ⁽²⁾	$ 110,400.00	November 25, 2034
I-LTM4	Variable ⁽²⁾	$ 82,260.00	November 25, 2034
I-LTB1	Variable ⁽²⁾	$ 84,430.00	November 25, 2034
I-LTB2	Variable ⁽²⁾	$ 86,590.00	November 25, 2034
I-LTB3	Variable ⁽²⁾	$ 64,940.00	November 25, 2034
I-LTZZ	Variable ⁽²⁾	$ 4,403,156.86	November 25, 2034

___________________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC I Regular Interest.

⁽²⁾	Calculated in accordance with the definition of “REMIC I Remittance Rate” herein.

REMIC II

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC II.” The Class R-2 Certificates will evidence the sole class of “residual interests” in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the indicated Classes of Certificates. The Trust Fund will also issue the Class X-1 Certificates and the Class P Certificates, which will not be issued by any REMIC created hereunder.

Designation	Pass-Through Rate	Initial Aggregate Certificate Balance		Latest Possible Maturity Date (1)
Class A	Variable(2)	$	315,407,000.00	November 25, 2034
Class M-1	Variable(2)	$	38,966,000.00	November 25, 2034
Class M-2	Variable(2)	$	28,359,000.00	November 25, 2034
Class M-3	Variable(2)	$	11,040,000.00	November 25, 2034
Class M-4	Variable(2)	$	8,226,000.00	November 25, 2034
Class B-1	Variable(2)	$	8,443,000.00	November 25, 2034
Class B-2	Variable(2)	$	8,659,000.00	November 25, 2034
Class B-3	Variable(2)	$	6,494,000.00	November 25, 2034
Class X	N/A(3)	$	7,360,843.11	November 25, 2034

_________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates.
⁽²⁾	Calculated in accordance with the definition of “Pass-Through Rate” herein.
⁽³⁾	The Class X Certificates will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class X Certificates outstanding from time to time which shall equal the Uncertificated Balance of the REMIC I Regular Interests. The Class X Certificates will not accrue interest on their Certificate Balance.

As of the Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance equal to approximately $432,954,843.11.

The minimum denomination for each Class of Offered Certificates will be $25,000 initial Certificate Balance with integral multiples of $1 in excess thereof. The minimum denomination for (a) the Class R Certificates will be a 100% Percentage Interest in such Class and (b) the Class P and Class X Certificates will be a 1% Percentage Interest in each such Class. The Class X-1 Certificates will be issued as a single Certificate and will not have a Class Certificate Balance.

It is expected that each Class of Certificates will receive its final distribution of principal and interest on or prior to the Final Scheduled Distribution Date.

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

Book-Entry Certificates	All Classes of Certificates other than the Physical Certificates.
Class A Certificates	Class A Certificates.
Class R Certificates	Class R Certificates.
Delay Certificates	The Fixed Rate Certificates.

ERISA-Restricted Certificates	Class R, Class P, Class X and Class X-1 Certificates; any Certificate with a rating below the lowest applicable permitted rating under the Underwriters’ Exemption.
Fixed Rate Certificates	Class M-4, Class B-1, Class B-2 and Class B-3 Certificates.
LIBOR Certificates	The Class A, Class M-1, Class M-2 and Class M-3 Certificates.
Non-Delay Certificates	LIBOR Certificates and Class X Certificates
Offered Certificates	All Classes of Certificates other than the Private Certificates.
Physical Certificates	Class P, Class X, Class X-1 and Class R Certificates.
Private Certificates	Class P, Class X, Class X-1 and Class R Certificates.
Rating Agencies	Fitch and Moody’s.
Regular Certificates	All Classes of Certificates other than the Class P, Class X-1 and Class R Certificates.
Residual Certificates	Class R Certificates.
Subordinated Certificates	Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2 and Class B-3 Certificates.

ARTICLE I

DEFINITIONS

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

Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices set forth in Section 3.01 of this Agreement.

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

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

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

Advance: Any P&I Advance or Servicing Advance.

Advancing Person: As defined in Section 10.07.

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

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

Amount Held for Future Distribution: As to the Certificates on any Distribution Date, the aggregate amount held in each Collection Account at the close of business on the related Determination Date on account of (i) Principal Prepayments, Insurance Proceeds (including any proceeds under the Mortgage Pool Insurance Policy), Condemnation Proceeds and Liquidation Proceeds on the Mortgage Loans received after the end of the related Prepayment Period and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the related Due Period.

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

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

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

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

Basis Risk Carry Forward Amount: With respect to the LIBOR Certificates, as of any Distribution Date, the sum of (A) if on such Distribution Date the Pass-Through Rate for any Class of LIBOR Certificates is based upon the WAC Cap, the excess of (i) the amount of interest such Class of Offered Certificates would otherwise be entitled to receive on such Distribution Date had the Pass-Through Rate not been subject to the WAC Cap, over (ii) the amount of interest payable on such Class of Certificates at the WAC Cap, and (B) the Basis Risk Carry Forward Amount for such Class of Offered Certificates for all previous Distribution Dates not previously paid, together with interest thereon at a rate equal to the applicable Pass-Through Rate for such Class of LIBOR Certificates for such Distribution Date (without giving effect to the WAC Cap).

Basis Risk Payment: For any Distribution Date, an amount equal to the lesser of (i) the aggregate Basis Risk Carry Forward Amounts for such Distribution Date and (ii) the Class X Distributable Amount (prior to any reduction for Basis Risk Payments).

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

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

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

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

Certificate Balance: With respect to any Class of Certificates, other than the Class P Certificates or Class R Certificates, at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus all distributions of principal previously made with respect thereto and in the case of any Subordinated Certificates, and reduced by the amount of any Applied Realized Loss Amounts previously allocated to such Class of Subordinated Certificates; provided, however, that immediately following the Distribution Date on which a Subsequent Recovery is distributed, the Class Certificate Balances of any Class or Classes of Certificates that have been previously reduced by Applied Realized Loss Amounts will be increased, in order of seniority, by the amount of the Subsequent Recovery distributed on such Distribution Date (up to the amount of Applied Realized Loss Amounts allocated to such Class or Classes). The Class P Certificates and Class R Certificates have no Certificate Balance. With respect to each Class X Certificate as of any date of determination, an amount equal to the Percentage Interest evidenced by such Certificate times the excess, if any, of (A) the then aggregate Uncertificated Balances of the REMIC I Regular Interests over (B) the then aggregate Class Certificate Balance of the Class A Certificates, Class M Certificates and Class B Certificates then outstanding. The aggregate initial Class Certificate Balance of each Class of Regular Certificates is set forth in the Preliminary Statement hereto.

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

Certificate Register: The register maintained pursuant to Section 5.02.

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

Certification: As defined in Section 8.12(b).

Charged Off Loan: With respect to any Distribution Date, a defaulted Mortgage Loan that is 180 days delinquent and for which coverage under the related Mortgage Pool Insurance Policy is not available that has not yet been liquidated, giving rise to a Realized Loss.

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

Class A Certificates: As specified in the Preliminary Statement.

Class A Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the Class Certificate Balance of the Class A Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) 38.10% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.

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

Class B-1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the Class Certificate Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and (F) the Class Certificate Balance of the Class B-1 Certificates immediately prior to such Distribution Date, over (ii) the lesser of (A) the product of (x) 82.00% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.

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

Class B-2 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the Class Certificate Balances of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the Class Certificate Balance of the Class M-3 Certificates (after taking

into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the Class Certificate Balance of the Class B-1 Certificates (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date) and (G) the Class Certificate Balance of the Class B-2 Certificates immediately prior to such Distribution Date, over (ii) the lesser of (A) the product of (x) 86.00% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.

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

Class B-3 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (D) the Class Certificate Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (E) the Class Certificate Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (F) the Class Certificate Balance of the Class B-1 Certificates (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date), (G) the Class Certificate Balance of the Class B-2 Certificates (after taking into account the distribution of the Class B-2 Principal Distribution Amount on such Distribution Date) and (H) the Class Certificate Balance of the Class B-3 Certificates immediately prior to such Distribution Date, over (ii) the lesser of (A) the product of (x) 89.00% and (y) the aggregate Stated Principal Balances of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.

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

Class M Certificates: The Class M-1, Class M-2, Class M-3 and Class M-4 Certificates.

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

Class M-1 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the Class Certificate Balance of the Class A Certificates (after

taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), and (B) the Class Certificate Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) the product of (x) 56.10% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date, and (B) the excess, if any, of the Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.

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

Class M-2 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and (C) the Class Certificate Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) the product of (x) 69.20% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.

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

Class M-3 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and (D) the Class Certificate Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) the product of (x) 74.30% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.

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

Class M-4 Principal Distribution Amount: With respect to any Distribution Date, the excess of (i) the sum of (A) the Class Certificate Balance of the Class A Certificates (after taking into account the distribution of the Class A Principal Distribution Amount on such Distribution Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the Class Certificate Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such

Distribution Date), (D) the Class Certificate Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and (E) the Class Certificate Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (ii) the lesser of (A) the product of (x) 78.10% and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date and (B) the excess, if any, of the Stated Principal Balance of the Mortgage Loans for such Distribution Date over the Overcollateralization Floor.

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

Class R Certificates: All Certificates bearing the designation of “Class R” and representing the Residual Interest in REMIC I and REMIC II.

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

Class X Distributable Amount: On any Distribution Date, (i) as a distribution in respect of interest, the amount of interest that has accrued on the Class X Interest and not applied as an Extra Principal Distribution Amount on such Distribution Date, plus any such accrued interest remaining undistributed from prior Distribution Dates, plus, without duplication, (ii) as a distribution in respect of principal, any portion of the principal balance of the Class X Interest which is distributable as an Overcollateralization Reduction Amount, minus (iii) any amounts paid as a Basis Risk Payment.

Closing Date: May 13, 2005.

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

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

Combined Loan-to-Value Ratio or CLTV: As of the date of origination and as to any Mortgage Loan, the ratio, expressed as a percentage, of (a) the sum of (i) the outstanding principal balance of the Mortgage Loan as of the date of origination and (ii) the outstanding principal balance as of the date of origination of any mortgage loan or mortgage loans that are senior or equal in priority to the Mortgage Loan and which are secured by the same Mortgaged Property to (b) the Value.

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

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

Corporate Trust Office: The designated office of the Trustee in the State of California at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attn: Trust Administration-GS05X2, facsimile no. (714) 247-6478 and which is the address to which notices to and correspondence with the Trustee should be directed.

Corresponding Certificate: With respect to each REMIC I Regular Interest, as follows:

REMIC I Regular Interest	Class
REMIC I Regular Interest I-LTA	A
REMIC I Regular Interest I-LTM1	M-1
REMIC I Regular Interest I-LTM2	M-2
REMIC I Regular Interest I-LTM3	M-3
REMIC I Regular Interest I-LTM4	M-4
REMIC I Regular Interest I-LTB1	B-1
REMIC I Regular Interest I-LTB2	B-2
REMIC I Regular Interest I-LTB3	B-3

Co-Trustee: Wachovia Bank, National Association, and its successor in interest, or any successor Co-Trustee appointed as provided in this Pooling and Servicing Agreement.

Covered Loan: Any of the Mortgage Loans listed on Schedule IV attached hereto which have been designated as eligible for coverage under the Mortgage Pool Insurance Policy.

Custodial File: With respect to each Mortgage Loan, the file retained by the Trustee consisting of items (i) – (vii) as listed on Exhibit K hereto.

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

Cut-off Date: May 1, 2005.

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

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

Data Tape Information: The information provided by the Responsible Party as of the Cut-off Date to the Depositor setting forth the following information with respect to each Mortgage Loan: (1) the Mortgagor’s name and the originator’s Mortgage Loan identifying number; (2) the street address of the Mortgaged Property including the state and zip code; (3) a code indicating whether the Mortgaged Property is owner-occupied; (4) the type of residential

dwelling constituting the Mortgaged Property; (5) the original months to maturity; (6) the Combined Loan-to-Value Ratio at origination; (7) the Mortgage Interest Rate in effect immediately following the Cut-off Date; (8) the date on which the first Scheduled Payment was due on the Mortgage Loan; (9) the stated maturity date; (10) the amount of the first Scheduled Payment due on the first Due Date after the Cut-off Date; (11) the last Due Date on which a Scheduled Payment was actually applied to the Stated Principal Balance; (12) the original principal amount of the Mortgage Loan; (13) the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction and application of all payments of principal due on or before the Cut-off Date, whether or not received; (14) a code indicating the purpose of the loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing); (15) the Mortgage Interest Rate at origination; (16) a code indicating the documentation program; (17) the Responsible Party’s risk grade and the FICO score; (18) the Origination Value of the Mortgaged Property; (19) the sale price of the Mortgaged Property, if applicable; (20) the date of origination; (21) the stated remaining months to maturity as of the Cut-off Date; (22) the current principal and interest payment of the Mortgage Loan as of the Cut-off Date; (23) the interest “paid to date” of the Mortgage Loan as of the Cut-off Date; (24) the number of years the Prepayment Premium is in effect; (25) a code indicating the appraisal type; (26) a code indicating the S&P documentation type; (27) the payment history on the current mortgage (maximum of twelve months); (28) the debt-to-income ratio; (29) a code indicating whether the Mortgage Loan is assumable (“yes” or “no”); (30) a flag indicating high cost loan or covered loan governed by any anti-predatory lending laws (only required if the Mortgage Loan falls into one of these categories); (31) the amount of monthly payment due on the related First Lien Mortgage Loan on its first due date after the Cut-off Date; and (32) the original principal amount of the related First Lien Mortgage Loan. With respect to the Mortgage Loans in the aggregate: (1) the number of Mortgage Loans; (2) the current aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.

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

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

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

Delay Certificates: As specified in the Preliminary Statement.

Deleted Mortgage Loan: As defined in Section 2.03(f).

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

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

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

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

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

Determination Date: With respect to any Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such day is not a Business Day, the immediately preceding Business Day.

Distribution Account: The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.27(b) in the name of the Trustee for the benefit of the Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of GSAMP Trust 2005-S2 Mortgage Pass-Through Certificates, Series 2005-S2.” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement and may be invested in Permitted Investments.

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

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

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

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

Eligible Account: Either (i) an account maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is a subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated “F-1” by Fitch and “P-1” by Moody’s (and a comparable rating if another Rating Agency is specified by the Depositor by written notice to the Master Servicer) at the time any amounts are held on deposit therein; provided that so long as Washington Mutual Bank is the Subservicer, any account maintained at Washington Mutual Bank shall be an Eligible Account if the long-term unsecured debt obligations of Washington Mutual Bank are rated no lower than “A2” by Moody’s, or “A” by Fitch and “A-” by S&P and the short-term unsecured debt obligations of Washington Mutual Bank are rated no lower than A-2 by S&P, provided that if the long-term unsecured debt obligations of Washington Mutual Bank are downgraded by S&P to a rating lower than “A-” or the short-term unsecured debt obligations of Washington Mutual Bank are downgraded by S&P to a rating lower than A-2, Washington Mutual Bank shall transfer the deposits in any account maintained by Washington Mutual Bank (unless any such account otherwise qualifies as an Eligible Account pursuant to (ii) or (iii) of the definition of Eligible Account) to an Eligible Account within ten (10) Business Days of notification of such downgrade, (ii) a trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity or (iii) any other account acceptable to each Rating Agency. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

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

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

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

Event of Default: As defined in Section 7.01.

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

Excess Reserve Fund Account: The separate Eligible Account created and maintained by the Trustee pursuant to Sections 3.27(a) in the name of the Trustee for the benefit of the Regular Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of GSAMP Trust 2005-S2, Mortgage Pass-Through Certificates, Series 2005-S2.” Funds in the Excess Reserve Fund Account shall be held in trust for the Regular Certificateholders for the uses and purposes set forth in this Agreement. Amounts on deposit in the Excess Reserve Fund Account shall not be invested.

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

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

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

Extra Principal Distribution Amount: As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Overcollateralization Deficiency for such Distribution Date; provided, however, that on the Distribution Date in June 2005, the amount determined pursuant to this clause (y) shall be limited to the principal portion of Realized Losses for that Distribution Date.

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

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

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

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

Final Scheduled Distribution Date: The Final Scheduled Distribution Date for each Class of Certificates is the Distribution Date occurring in November 2034.

First Lien Mortgage Loan: With respect to each Mortgage Loan, any mortgage loan secured by a first lien Mortgage on the related Mortgaged Property.

Fitch: Fitch, Inc., and its successors in interest. If Fitch is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention: MBS Monitoring – GSAMP Trust 2005-S2, or such other address as Fitch may hereafter furnish to the Depositor, the Master Servicer and the Trustee.

Forbearance: As defined in Section 3.07(a).

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

Freddie Mac Guides: The Freddie Mac Seller’s & Servicer’s Guide and all amendments or additions thereto.

Home Loan: A Mortgage Loan categorized as “Home Loan” pursuant to Appendix E of Standard & Poor’s Glossary.

Insurance Proceeds: With respect to each Mortgage Loan, proceeds of insurance policies insuring the Mortgage Loan or the related Mortgaged Property and any proceeds from the Mortgage Pool Insurance Policy, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing similar mortgage loans held for its own account giving due consideration to the related First Lien Mortgage Loan, subject to the terms and conditions of the related Mortgage Note and Mortgage.

Interest Accrual Period: With respect to each Class of Non-Delay Certificates and any Distribution Date, the period commencing on the preceding Distribution Date (or, for the initial Distribution Date, the Closing Date) and ending on the day preceding the current Distribution Date, and with respect to the Delay Certificates and the REMIC I Regular Interests and any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs. For purposes of computing interest accruals on each Class of Non-Delay Certificates, each Interest Accrual Period has the actual number of days in such period and each year is assumed to have 360 days. For purposes of computing interest accruals on each Class of Delay Certificates, each Interest Accrual Period has 30 days in such period and each year is assumed to have 360 days.

Interest Remittance Amount: With respect to any Distribution, that portion of Available Funds attributable to interest relating to the Mortgage Loans.

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

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

LIBOR: With respect to any Interest Accrual Period for the LIBOR Certificates, the rate determined by the Trustee on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such date; provided, that if such rate does not appear on Telerate Page 3750, the rate for such date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on such date to prime banks in the London interbank market. In such event, the Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate for that date will be the arithmetic

mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Trustee (after consultation with the Depositor), at approximately 11:00 a.m. (New York City time) on such date for one-month U.S. dollar deposits of leading European banks.

LIBOR Certificates: As specified in the Preliminary Statement.

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

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

Liquidation Event: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made as to such Mortgage Loan; (iii) such Mortgage Loan is removed from coverage under this Agreement by reason of its being purchased, sold, transferred or replaced pursuant to or as contemplated by this Agreement or (iv) such Mortgage Loan becomes a Charged Off Loan pursuant to Section 3.15(b). With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property; or (ii) such REO Property is removed from coverage under this Agreement by reason of its being purchased pursuant to this Agreement.

Liquidation Proceeds: The amounts, including Insurance Proceeds (including any proceeds under the Mortgage Pool Insurance Policy), Condemnation Proceeds or those received following the acquisition of REO Property, received in connection with the liquidation of a defaulted Mortgage Loan, whether through a trustee’s sale, foreclosure sale or otherwise, including any Subsequent Recoveries in each case, which are remaining after, or not otherwise required to be applied to, the satisfaction of any related First Lien Mortgage Loan.

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

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

Marker Rate: With respect to the Class X Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC I Remittance Rate for each of REMIC I Regular Interest I-LTA, REMIC I Regular I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest I-LTB2, REMIC I Regular Interest I-LTB3 and REMIC I Regular Interest I-LTZZ, with the rate on each such REMIC I Regular Interest (other than REMIC I Regular Interest I-LTZZ) subject to a cap equal to the related Pass-Through

Rate for the Corresponding Certificate for the purpose of this calculation for such Distribution Date and with the rate on REMIC I Regular Interest I-LTZZ subject to a cap of zero for the purpose of this calculation; provided however, each such cap for REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2 and REMIC I Regular I-LTM3 shall be multiplied by a fraction the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 30.

Master Servicer: Long Beach Mortgage Company, a Delaware corporation, or any successor servicer appointed as herein provided, in its capacity as Master Servicer hereunder.

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

Maximum I-LTZZ Uncertificated Interest Deferral Amount: With respect to any Distribution Date, the excess of (i) accrued interest at the REMIC I Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such Distribution Date on a balance equal to the Uncertificated Balance of REMIC I Regular Interest I-LTZZ minus the REMIC I Overcollateralization Amount, in each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest I-LTB2 and REMIC I Regular Interest I-LTB3 with the rate on each such REMIC I Regular Interest subject to a cap equal to the related Pass-Through Rate for the corresponding Certificate for the purpose of this calculation for such Distribution Date; provided however, each such cap for REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2 and REMIC I Regular I-LTM3 shall be multiplied by a fraction the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 30.

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

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

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

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

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

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

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

Mortgage Loan Schedule: A schedule of Mortgage Loans annexed hereto as Schedule I, such schedule setting forth the following information with respect to each Mortgage Loan as of the Cut-off Date: (1) the Mortgagor’s name and the originator’s Mortgage Loan identifying number; (2) the street address of the Mortgaged Property including the state and zip code; (3) a code indicating whether the Mortgaged Property is owner-occupied; (4) the type of residential dwelling constituting the Mortgaged Property; (5) the original months to maturity; (6) the Combined Loan-to-Value Ratio at origination; (7) the Mortgage Interest Rate in effect immediately following the Cut-off Date; (8) the date on which the first Scheduled Payment was due on the Mortgage Loan; (9) the stated maturity date; (10) the amount of the first Scheduled Payment due on the first Due Date after the Cut-off Date; (11) the last Due Date on which a Scheduled Payment was actually applied to the Stated Principal Balance; (12) the original principal amount of the Mortgage Loan; (13) the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction and application of all payments of principal due on or before the Cut-off Date, whether or not received; (14) a code indicating the purpose of the loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing); (15) the Mortgage Interest Rate at origination; (16) a code indicating the documentation program; (17) the Responsible Party’s risk grade and the FICO score; (18) the Origination Value of the Mortgaged Property; (19) the sale price of the Mortgaged Property, if applicable; (20) the date of origination; (21) the stated remaining months to maturity as of the Cut-off Date; (22) the current principal and interest payment of the Mortgage Loan as of the Cut-off Date; (23) the interest “paid to date” of the Mortgage Loan as of the Cut-off Date; (24) the number of years the Prepayment Premium is in effect; (25) a code indicating the appraisal type; (26) a code indicating the S&P documentation type; (27) the payment history on the current mortgage (maximum of twelve months); (28) the debt-to-income ratio; (29) a code indicating whether the Mortgage Loan is assumable (“yes” or “no”); (30) a flag indicating high cost loan or covered loan governed by any anti-predatory lending laws (only required if the Mortgage Loan falls into one of these categories); (31) the amount of monthly payment due on the related First Lien Mortgage Loan on its first due date after the Cut-off Date; and (32) the original principal amount of the related First Lien Mortgage Loan. With respect to the Mortgage Loans in the aggregate: (1) the number of Mortgage Loans; (2) the current aggregate outstanding principal balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans.

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

Mortgage Pool Insurance Policy: The mortgage pool insurance policy number R0142015 provided by the Mortgage Pool Insurer for the Covered Loans, having an initial amount of coverage equal to $13,932,117, and including any and all related endorsements, a copy of which is attached hereto as Exhibit P.

Mortgage Pool Insurance Trigger: With respect to any date of determination, the satisfaction of the Deductible (as defined in the Mortgage Pool Insurance Policy), subject to the Maximum Aggregate Liability (as defined in the Mortgage Pool Insurance Policy).

Mortgage Pool Insurer: Radian Insurance Inc., or any successor thereto.

Mortgage Pool Insurer Fee: The one-time up-front amount payable to the Mortgage Pool Insurer on or prior to the Closing Date by the Co-Trustee in order to obtain coverage provided under the Mortgage Pool Insurance Policy.

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

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

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

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

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

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

NIM Trustee: The trustee for the NIM Securities.

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

Non-Delay Certificates: As specified in the Preliminary Statement.

Nonrecoverable P&I Advance: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith business judgment of the Master Servicer, will not or, in the case of a proposed P&I Advance, would not be ultimately recoverable from related late payments, Insurance Proceeds (including any

proceeds under the Mortgage Pool Insurance Policy), Condemnation Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

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

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

Notional Amount: With respect to the Class X Certificates and any Distribution Date, the Uncertificated Balance of the REMIC I Regular Interests for such Distribution Date. As of the Closing Date, the Notional Amount of the Class X Certificates is equal to $432,954,843.11.

Notional Balance: With respect to the Class X Certificates for purposes solely of the face thereof, the aggregate Stated Principal Balance of the Mortgage Loans.

Offered Certificates: As specified in the Preliminary Statement.

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

Opinion of Counsel: A written opinion of counsel, who may be in-house counsel for the Master Servicer or a Subservicer, reasonably acceptable to the Trustee; provided, that any Opinion of Counsel relating to (a) qualification of either Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions, must (unless otherwise stated in such Opinion of Counsel) be an opinion of counsel who (i) is in fact independent of the Master Servicer of the Mortgage Loans, (ii) does not have any material direct or indirect financial interest in the Master Servicer of the Mortgage Loans or in an affiliate of the Master Servicer and (iii) is not connected with the Master Servicer of the Mortgage Loans as an officer, employee, director or person performing similar functions; provided, however, that a Person shall not fail to be independent of the Master Servicer or any affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Master Servicer or any affiliate thereof, as the case may be.

Optional Termination Date: The date on which the Master Servicer (at the direction of the Majority Class X Certificateholder (as evidenced on the Certificate Register)), pursuant to Section 9.01, shall cause the Optional Termination Date to occur on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of the related Due Period, is equal to 10% or less of the Cut off Date Pool Principal Balance (provided, that if the Depositor or an Affiliate of the Depositor is one of the Holders constituting

such majority, then there must be at least one other unaffiliated Holder consituting such majority and the Class X Certificates held by such Holder, or unaffiliated Holders in the aggregate, must represent at least a 10% Percentage Interest in the Class X Certificates).

Original Sale Date: With respect to each Mortgage Loan, the date on which the Responsible Party sold the related mortgage loan to the Purchaser.

Origination Value: With respect to any Mortgaged Property, the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Fannie Mae.

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

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

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

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

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

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

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

Overcollateralization Floor: With respect to any Distribution Date, 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Class Certificate Balance of the Class A Certificates, Class M Certificates and Class B Certificates to zero, the Overcollateralization Floor shall be zero.

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

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

P&I Advance: As to any Mortgage Loan or REO Property, any advance made by the Master Servicer in respect of any Determination Date representing the aggregate of all payments of principal and interest, net of the Servicing Fee, that were due during the related Due Period on the Mortgage Loans and that were delinquent on the related Determination Date.

Pass-Through Margin: With respect to each Class of LIBOR Certificates, the following percentages: Class A, 0.170%; Class M-1, 0.450%; Class M-2, 0.670%; and Class M-3, 0.770%. On the first Distribution Date after the Optional Termination Date, the Pass-Through Margins shall increase to: Class A, 0.340%; Class M-1, 0.675%; Class M-2, 1.005%; and Class M-3, 1.155%.

Pass-Through Rate: With respect to the Class A, Class M-1, Class M-2 and Class M-3 Certificates, a rate per annum equal to the lesser of (i) LIBOR plus the related Pass-Through Margin and (ii) the WAC Cap.

With respect to the Class M-4 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates, a rate per annum equal to (a) on or prior to the first possible Optional Termination Date, 5.850%, 5.947%, 6.442% and 6.500%, respectively or (b) after the first possible Optional Termination Date, 6.350%, 6.447%, 6.942% and 7.000%, respectively.

With respect to the Class X Certificates and any Distribution Date, a rate per annum equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to clauses (a) through (j) below, and the denominator of which is the aggregate Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest I-LTB2, REMIC I Regular Interest I-LTB3 and REMIC I Regular Interest I-LTZZ. For purposes of calculating the Pass-Through Rate for the Class X Certificates, the numerator is equal to the sum of the following components:

(a) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTAA;

(b) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTA;

(c) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTM1;

(d) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTM2;

(e) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM3 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTM3;

(f) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM4 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTM4;

(g) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTB1 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTB1;

(h) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTB2 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTB2;

(i) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTB3 minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTB3; and

(j) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTZZ minus the Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC I Regular Interest I-LTZZ.

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

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

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

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

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

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

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

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

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

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

Permitted Transferee: Any Person other than (i) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (ii) a foreign government, international organization or any agency or instrumentality of either of the foregoing, (iii) an organization (except certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to any Residual Certificate, (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) a Person that is not a U.S. Person or a U.S. Person with respect to whom income from a Residual Certificate is attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of such Person or any other U.S. Person, (vi) an “electing large partnership” within the meaning of Section 775 of the Code and (vii) any other Person so designated by the Depositor based upon an Opinion of Counsel that the Transfer

of an Ownership Interest in a Residual Certificate to such Person may cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions. A corporation will not be treated as an instrumentality of the United States or of any State or political subdivision thereof for these purposes if all of its activities are subject to tax and, with the exception of the Freddie Mac, a majority of its board of directors is not selected by such government unit.

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

Physical Certificates: As specified in the Preliminary Statement.

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

Prepayment Interest Shortfall: With respect to any Remittance Date, the sum of, for each Mortgage Loan that was, during the related Prepayment Period, the subject of a Principal Prepayment that was applied by the Master Servicer to reduce the outstanding principal balance of such Mortgage Loan on a date preceding the Due Date in the succeding Prepayment Period, an amount equal to the product of (a) the Mortgage Interest Rate net of the Servicing Fee Rate for such Mortgage Loan, (b) the amount of the Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the lesser of (i) the number of days commencing on the date on which such Principal Prepayment was applied and ending on the last day of the last day of the related Prepayment Period and (ii) 30.

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

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

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

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

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

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

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

Private Certificates: As specified in the Preliminary Statement.

Prospectus Supplement: The Prospectus Supplement, dated May 9, 2005, relating to the Offered Certificates.

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

PUD: A planned unit development.

Purchase Agreement: The Mortgage Loan Purchase and Sale Agreement, dated as of December 1, 2004, between the Purchaser and the Responsible Party, copy of which is attached hereto as Exhibit R.

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

Radian Guidelines: The current 2nd lien servicing guidelines of the Mortgage Pool Insurer, referred to in the Mortgage Pool Insurance Policy.

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

corresponding to the name of such Rating Agency, or such other address as either such Rating Agency may hereafter furnish to the Depositor and the Master Servicer.

Realized Losses: With respect to any date of determination and any Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principal balance of such Liquidated Mortgage Loan together with accrued and unpaid interest thereon exceeds (b) the Liquidation Proceeds (including any proceeds under the Mortgage Pool Insurance Policy) with respect thereto net of the expenses incurred by the Master Servicer in connection with the liquidation of such Liquidated Mortgage Loan and net of the amount of unreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan. Any Charged Off Loan will give rise to a Realized Loss (calculated as if clause (b) of the previous sentence is equal to zero) at the time it is charged off, as described in Section 3.15(b) hereof.

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

Reference Bank: As defined in Section 4.04.

Regular Certificates: As specified in the Preliminary Statement.

Released Loan: Any Charged Off Loan that is released by the Master Servicer to the Class X-1 Certificateholder pursuant to Section 3.15(b). Any Released Loan will no longer be an asset of any REMIC or the Trust Fund.

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

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

REMIC I: As specified in the Preliminary Statement.

REMIC I Interest Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate, divided by (b) 12.

REMIC I Overcollateralization Amount: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Balances of the REMIC I Regular Interests minus (ii) the aggregate of the Uncertificated Balances of REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTB1, REMIC

I Regular Interest I-LTB2 and REMIC I Regular Interest I-LTB3, in each case as of such date of determination.

REMIC I Principal Loss Allocation Amount: With respect to any Distribution Date, an amount equal to (a) the product of (i) 1.00% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate of the Uncertificated Balances of REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest I-LTB2 and REMIC I Regular Interest I-LTB3 and the denominator of which is the aggregate of the Uncertificated Balances of REMIC I Regular Interest I-LTA, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTB1, REMIC I Regular Interest I-LTB2, REMIC I Regular Interest I-LTB3 and REMIC I Regular Interest I-LTZZ.

REMIC I Regular Interest: Any of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a “regular interest” in REMIC I. Each REMIC I Regular Interest shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto. The designations for the respective REMIC I Regular Interests are set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTAA: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTAA shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTA: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTA shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTM1: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM1 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTM2: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM2 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTM3: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM3 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTM4: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTM4 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTB1: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTB1 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTB2: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTB2 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTB3: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTB3 shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Regular Interest I-LTZZ: One of the separate non-certificated beneficial ownership interests in REMIC I issued hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular Interest I-LTZZ shall accrue interest at the related REMIC I Remittance Rate in effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

REMIC I Remittance Rate: With respect to each REMIC I Regular Interest, a per annum rate equal to (i) the weighted average of the Adjusted Net Mortgage Interest Rates then in effect on the beginning of the related Due Period on the Mortgage Loans.

REMIC I Required Overcollateralization Amount: 1% of the Overcollateralization Floor.

REMIC II: The segregated pool of assets consisting of all of the REMIC I Regular Interests conveyed in trust to the Trustee, for the benefit of the REMIC II Certificateholders pursuant to Section 2.07, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.

REMIC II Certificate: Any Regular Certificate.

REMIC II Certificateholder: The Holder of any REMIC II Certificate.

REMIC Opinion: As defined in Section 9.03.

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

Remittance Date: With respect to any Distribution Date, no later than 3:00 PM, New York Time on the Business Day immediately preceding such Distribution Date.

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

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

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

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

Representations and Warranties Agreement: The Representations and Warranties Agreement, dated as of May 13, 2005, by and between the Depositor and the Purchaser, a copy of which is attached hereto as Exhibit S.

Repurchase Price: With respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid principal balance of such Mortgage Loan as of the date of repurchase, (ii) interest on such unpaid principal balance of such Mortgage Loan at the Mortgage Interest Rate from the last date through which interest has been paid and distributed to the Trustee to the date of repurchase, (iii) in the case of the Purchaser only, all unreimbursed Servicing Advances, (iv) (a) in the case of any repurchase pursuant to the Representations and Warranties Agreement, any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan of any predatory lending law or abusive lending law or (b) in the case of any repurchase by the Responsible Party, any costs and damages incurred by the Trust in connection with the fact that such Mortgage Loan at the time it was made failed to comply with applicable federal, state or local predatory and abusive lending laws, to the extent such costs and damages result from a breach by the Responsible Party of the representation and warranty set forth in Section 3.1(h) or Section 3.1(tt) of the Purchase Agreement, and (v) in the case of the Purchaser only, all expenses incurred by the Master Servicer, the Trust or the Trustee, as the case may be, in respect of a breach or defect, including, without limitation, expenses arising out of the Trustee’s enforcement of the Purchaser’s repurchase obligations, as applicable, to the extent not included in clause (iii).

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

Residual Certificates: As specified in the Preliminary Statement.

Residual Interest: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.

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

Responsible Party: Long Beach Mortgage Company, a Delaware corporation, and its successors in interest.

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

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

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

Senior Enhancement Percentage: With respect to any Distribution Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class Certificate Balance of the

Subordinated Certificates and (ii) the Overcollateralized Amount (in each case after taking into account the distributions of the Principal Distribution Amount for such Distribution Date) by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date.

Senior Specified Enhancement Percentage: As of any date of determination, 61.90%.

Servicing Advances: The reasonable “out-of-pocket” costs and expenses (including legal fees and expenses) incurred prior to, on, or after the Cut-off Date by the Master Servicer in the performance of its servicing obligations in connection with a default, delinquency or other unanticipated event or where reimbursement is otherwise permitted in accordance with any of the terms of this Agreement, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures and litigation, in respect of a particular Mortgage Loan, (iii) the management (including reasonable fees in connection therewith) and liquidation of any REO Property and (iv) the performance of its obligations under Sections 3.01, 3.09, 3.13 and 3.15 (including the cost of obtaining any broker’s price opinion pursuant thereto). The Master Servicer shall not be required to make any Nonrecoverable Servicing Advances.

Servicing Fee: With respect to each Mortgage Loan and for any calendar month, an amount equal to one month’s interest (or in the event of any payment of interest which accompanies a Principal Prepayment In Full made by the Mortgagor during such calendar month, interest for the number of days covered by such payment of interest) at the Servicing Fee Rate on the same principal amount on which interest on such Mortgage Loan accrues for such calendar month. A portion of such Servicing Fee may be retained by any Subservicer as its servicing compensation.

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

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

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

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

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

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

Specified Overcollateralized Amount: Prior to the Stepdown Date, an amount equal to 5.50% of the Cut-off Date Pool Principal Balance. On and after the Stepdown Date, an amount equal to 11.00% of the aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date, subject, until the Class Certificate Balance of each Class of Offered Certificates has been reduced to zero, to a minimum amount equal to the Overcollateralization Floor; provided, however, that if, on any Distribution Date, a Trigger Event has occurred, the Specified Overcollateralized Amount shall not be reduced to the applicable percentage of the then current aggregate Stated Principal Balance of the Mortgage Loans until the Distribution Date on which a Trigger Event is no longer occurring.

Standard & Poor’s: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors in interest. If Standard & Poor’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Standard & Poor’s shall be Standard & Poor’s, 55 Water Street, New York, New York 10041, Attention: Residential Mortgage Surveillance Group – GSAMP Trust 2005-S2, or such other address as Standard & Poor’s may hereafter furnish to the Depositor, the Master Servicer and the Trustee.

Standard & Poor’s Glossary: Version 5.6 of the Standard & Poor’s LEVELS® Glossary.

Start-up Day: As defined in Section 2.06.

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

Stepdown Date: The earlier to occur of (a) the date on which the Class Certificate Balance of the Class A Certificates has been reduced to zero, and (b) the later to occur of (i) the Distribution Date in June 2008, and (ii) the first Distribution Date on which the Senior

Enhancement Percentage is greater than or equal to the Senior Specified Enhancement Percentage.

Subordinated Certificates: As specified in the Preliminary Statement.

Subsequent Recoveries: Amounts received with respect to any Liquidated Mortgage Loan after it has become a Liquidated Mortgage Loan and, in the case of a Charged Off Loan, prior to such Liquidated Mortgage Loan becoming a Released Loan.

Subservicer: As defined in Section 3.02(a).

Subservicing Account: As defined in Section 3.08.

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

Substitute Mortgage Loan: A Qualified Substitute Mortgage Loan as that term is defined in the Representations and Warranties Agreement.

Substitution Adjustment Amount: Any amount to be paid in connection with a Substitute Mortgage Loan pursuant to the fourth full paragraph of Section 3 of the Representations and Warranties Agreement, and any additional amounts required to be paid by the Purchaser in connection with such a substitution. Any such Substitution Adjustment Amount received by the Depositor shall be forwarded to the Trustee for deposit in the Distribution Account.

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

Termination Price: As defined in Section 9.01.

30 Day Delinquency: The failure of the Mortgagor to make any Scheduled Payment due under the Mortgage Note on or prior to the date which is 30 days after such payment’s Due Date.

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

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

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

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

Trigger Event: With respect to any Distribution Date, a Trigger Event exists if (i) the quotient (expressed as a percentage) of (1) the rolling three month average of the aggregate unpaid principal balance of 60+ Day Delinquent Mortgage Loans, divided by (2) the aggregate unpaid principal balance of the Mortgage Loans as of the last day of the related Due Period, equals or exceeds 41.00% of the Senior Enhancement Percentage as of the last day of the prior Due Period or (ii) the quotient (expressed as a percentage) of (x) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period divided by (y) the Cut-off Date Pool Principal Balance, exceeds the applicable percentages set forth below with respect to such Distribution Date:

Distribution Date Occurring In	Loss Percentage
June 2007 through May 2008	3.500% for the first month, plus an additional 1/12th of 1.250% for each month thereafter (e.g., approximately 3.604% in July 2007)
June 2008 through May 2009	4.750% for the first month, plus an additional 1/12th of 3.500% for each month thereafter (e.g., approximately 5.042% in July 2008)
June 2009 through May 2010	8.250% for the first month, plus an additional 1/12th of 2.750% for each month thereafter (e.g., approximately 8.479% in July 2009)
June 2010 through May 2011	11.000% for the first month, plus an additional 1/12th of 2.500% for each month thereafter (e.g., approximately 11.208% in July 2010)
June 2011 and thereafter	13.500%

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

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

Trust REMIC: Either REMIC I or REMIC II, as applicable.

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

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

Stated Principal Balance of such Mortgage Loan for the period covered by such payment of interest.

Trustee Fee Rate: With respect to each Mortgage Loan, 0.0054% per annum.

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

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

Uncertificated Balance: The amount of the REMIC I Regular Interests outstanding as of any date of determination. As of the Closing Date, the Uncertificated Balance of each REMIC I Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial uncertificated balance. On each Distribution Date, the Uncertificated Balance of the REMIC I Regular Interest shall be reduced by all distributions of principal made on such REMIC I Regular Interest on such Distribution Date pursuant to Section 4.06 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.05 and the Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased by interest deferrals as provided in Section 4.06. The Uncertificated Balance of each REMIC I Regular Interest shall never be less than zero.

Uncertificated Interest: With respect to any REMIC I Regular Interest for any Distribution Date, one month’s interest at the REMIC I Remittance Rate applicable to such REMIC I Regular Interest for such Distribution Date, accrued on the Uncertificated Balance thereof immediately prior to such Distribution Date. Uncertificated Interest in respect of the REMIC I Regular Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. Uncertificated Interest with respect to each Distribution Date, as to any REMIC I Regular Interest, shall be reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date to the extent not covered by payments pursuant to Section 3.25 of this Agreement and (b) the aggregate amount of any Relief Act Interest Shortfall, if any allocated, in each case, to such REMIC I Regular Interest pursuant to Section 4.02. In addition, Uncertificated Interest with respect to each Distribution Date, as to any Uncertificated REMIC Regular Interest, shall be reduced by Realized Losses, if any, allocated to such Uncertificated REMIC Regular Interest pursuant to Section 4.05.

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

Underwriting Guidelines: The underwriting guidelines as described in the Purchase Agreement.

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

Value: With respect to any Mortgaged Property, the lesser of (i) the Origination Value thereof, and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a refinanced Mortgage Loan, such value of the Mortgaged Property is the Origination Value thereof.

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

WAC Cap: With respect to the Mortgage Loans as of any Distribution Date, a per annum rate equal to (i) the weighted average of the Adjusted Net Mortgage Interest Rates then in effect on the beginning of the related Due Period on the Mortgage Loans and (ii) with respect to each Class of LIBOR Certificates, multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Interest Accrual Period related to such Distribution Date. For federal income tax purposes, the equivalent of the foregoing shall be expressed as the weighted average of the REMIC I Remittance Rates on each REMIC I Regular Interest, weighted on the basis of the Uncertificated Balance of each such REMIC I Regular 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 the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to the Trust Fund, and the Trustee, on behalf of the Trust, hereby accepts the Trust Fund. In addition, on the Closing Date, the Co-Trustee shall pay the Mortgage Pool Insurer Fee to the Mortgage Pool Insurer, to the extent of funds on deposit in the Distribution Account, and the Depositor shall cause the Mortgage Pool Insurer to deliver the Mortgage Pool Insurance Policy to the Co-Trustee.

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

(i) (A) the original Mortgage Note bearing all intervening endorsements, endorsed “Pay to the order of _________, without recourse” and signed by facsimile signature in the name of the Responsible Party, with all intervening endorsements (on the Mortgage Note or on an allonge attached thereto) showing a complete, valid and proper chain of title from the originator of such Mortgage Loan to the Responsible Party or (B) a lost note affidavit, providing indemnification to the holder thereof for any losses incurred due to the fact that the original Mortgage Note is missing, together with a copy of the Mortgage Note;

(ii) the original Mortgage, with evidence of recording thereon; provided that (x) if the original Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Responsible Party by such recording office, the Responsible Party shall, no later than 270 days following the Closing Date, deliver to the Trustee the original of such Mortgage, with evidence of recording thereon, and (y) if such Mortgage has been lost or if such public recording office retains the original recorded Mortgage, the Responsible Party may deliver or cause to be delivered to the Trustee a photocopy of such Mortgage certified by the Responsible party or such public recording office to be a true and complete copy of the original recorded Mortgage;

(iii) the original Assignment of Mortgage, from the Responsible Party signed by original signature, in blank, which assignment shall be in form and substance acceptable for recording (except for the insertion of the name of the assignee and the recording information);

(iv) originals of all intervening assignments of Mortgage, with evidence of recording thereon, showing a complete chain of title from the originator to the Responsible Party; provided that (x) if any original intervening assignment of Mortgage

has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Responsible Party by such recording office, the Responsible Party shall, no later than 270 days following the Closing Date, deliver to the Trustee the original of such intervening assignment of Mortgage, with evidence of recording thereon, and (y) if such intervening assignment of Mortgage has been lost or if such public recording office retains the original recorded intervening assignment of Mortgage, the Responsible Party may deliver or cause to be delivered to the Trustee a photocopy of such intervening assignment of Mortgage certified by the Responsible Party or such public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage;

(v) originals of all assumption and modification agreements, if any, unless such originals are unavailable (in which event the Responsible Party shall deliver to the Trustee a photocopy of each such original, certified by the Responsible Party to be a true and complete copy of the original);

(vi) the policy of title insurance; provided that if the related title insurer has not issued or delivered the final policy of title insurance to the Responsible Party, the Responsible Party shall (x) provide an original or copy of the related preliminary title commitment, and (y) no later than 270 days following the Closing Date, deliver to the Trustee the related policy of title insurance; and

(vii) the original or a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; provided that (x) if the original power of attorney has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Responsible Party by such recording office, the Responsible Party shall, no later than 270 days following the Closing Date, deliver to the Trustee the original of such power of attorney, with evidence of recording thereon, or a photocopy of such power of attorney certified by the Responsible Party or such public recording office to be a true and complete copy of the original recorded power of attorney.

The Depositor shall use reasonable efforts to assist the Trustee in enforcing the obligations of the Responsible Party under the Purchase Agreement and the obligations of the Purchaser under the Representations and Warranties Agreement.

Each Mortgage Loan for which a Mortgage Note is missing shall be evidenced by a lost note affidavit as of the Closing Date.

The Depositor shall use reasonable efforts to cause the Responsible Party to deliver to the Trustee the applicable recorded document promptly upon receipt from the respective recording office but in no event later than 270 days from the Closing Date. If any original Mortgage or intervening assignment of Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the related Mortgaged Property is located and such recording office retains such original document, or if an original Mortgage or

intervening assignment of Mortgage has been lost, then the Depositor shall cause the Responsible Party to deliver to the Trustee in lieu of such original document a photocopy certified by the Responsible Party or such recording office to be a true and correct copy of such original. Notwithstanding the foregoing, each of the Depositor and the Responsible Party shall not be deemed to be in breach of this Agreement if the Depositor fails to cause the Responsible Party to deliver to the Trustee within 270 days of the Closing Date any of the documents described in this Section 2.01(b) and the Responsible Party provides evidence to the Trustee that such failure is due solely to the failure of the applicable recorder’s officer to return a document properly submitted for recording or is due solely to the failure of the applicable title insurer to issue or return the related policy of title insurance, unless the Responsible Party fails to deliver such documents within 365 days from the related Closing Date.

The Depositor shall use reasonable efforts to cause the Responsible Party to forward, with respect to the Mortgage Loans, to the Trustee additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Responsible Party in accordance with the terms of the Purchase Agreement. All such mortgage documents held by the Trustee as to each Mortgage Loan shall constitute the “Custodial File.”

On or prior to the Closing Date, the Depositor shall use reasonable efforts to cause the Responsible Party to deliver to the Trustee Assignments of Mortgages, in blank, for each applicable Mortgage Loan. The Responsible Party shall cause the Assignments of Mortgage with completed recording information to be provided to the Master Servicer in a reasonably acceptable manner. No later than thirty (30) Business Days following the later of the Closing Date and the date of receipt by the Master Servicer of the fully completed Assignments of Mortgages in recordable form, the Master Servicer shall promptly submit or cause to be submitted for recording, at the expense of the Responsible Party, at no expense to the Trust Fund or the Trustee in the appropriate public office for real property records, each Assignment of Mortgage referred to in Section 2.01(b)(iv). Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if the Trustee and each Rating Agency has received an opinion of counsel, satisfactory in form and substance to the Trustee and each Rating Agency, to the effect that the recordation of such Assignments of Mortgage in any specific jurisdiction is not necessary to protect the Trustee’s interest in the related Mortgage Note. If the Assignment of Mortgage is to be recorded, the Mortgage shall be assigned by the Responsible Party at the Responsible Party’s expense to “Deutsche Bank National Trust Company, as trustee under the Pooling and Servicing Agreement dated as of May 1, 2005, GSAMP Trust 2005-S2.” In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Responsible Party shall promptly prepare a substitute assignment to cure such defect and thereafter cause each such assignment to be duly recorded at the expense of the Responsible Party.

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

(c) The Depositor does hereby establish, pursuant to the further provisions of this Agreement and the laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “GSAMP Trust 2005-S2” and Deutsche Bank National Trust Company is hereby appointed as Trustee in accordance with the provisions of this Agreement. The parties hereto acknowledge and agree that it is the policy and intention of the Trust to acquire only Mortgage Loans meeting the requirements set forth in this Agreement.

(d) The Trust shall have the capacity, power and authority, and the Trustee on behalf of the Trust is hereby authorized, to accept the sale, transfer, assignment, set over and conveyance by the Depositor to the Trust of all the right, title and interest of the Depositor in and to the Trust Fund (including, without limitation, the Mortgage Loans, the Purchase Agreement and the Representations and Warranties Agreement) pursuant to Section 2.01(a).

Section 2.02 Acceptance by the Trustee of the Mortgage Loans . The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form annexed hereto as Exhibit E, and declares that it holds and will hold such documents and the other documents delivered to it pursuant to Section 2.01, and that it holds or will hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders. The Trustee acknowledges that it will maintain possession of the related Mortgage Notes in the State of California unless otherwise permitted by the Rating Agencies.

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

On the Closing Date, the Trustee shall ascertain that all documents required to be reviewed by it are in its possession, and shall deliver to the Depositor and the Master Servicer an Initial Certification, in the form annexed hereto as Exhibit E, and shall deliver to the Depositor and the Master Servicer a Document Certification and Exception Report, in the form annexed hereto as Exhibit F, within 90 days after the Closing Date to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as an exception and not covered by such certification): (i) all documents required to be reviewed by it are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (2) and (12) of the Mortgage Loan Schedule and items (1), (2) and (12) of the Data Tape Information respecting such Mortgage Loan is correct; and (iv) each Mortgage Note has been endorsed as provided in Section 2.01 of this Agreement. The Trustee shall not be responsible to verify the validity, sufficiency or genuineness of any document in any Custodial File.

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

shall promptly deliver to the Trustee, upon the execution or receipt thereof, the originals of such other documents or instruments constituting the Custodial File as come into the possession of the Master Servicer from time to time.

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

(b) Pursuant to Section 6.1(c)(iii) of the Purchase Agreement, the Responsible Party hereby represents and warrants to the Master Servicer, the Depositor and the Trustee, that the representations and warranties set forth in Section 3.1 of the Purchase Agreement were true and correct as of December 29, 2004.

(c) The Responsible Party hereby makes the representations and warranties set forth in Schedule III hereto to the Depositor, the Master Servicer and the Trustee as of the Closing Date.

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

(e) The Responsible Party hereby acknowledges and agrees that the remedies available to the Depositor, the Master Servicer and the Trustee in connection with any breach of the representations and warranties made by the Responsible Party set forth in Subsections (b) and (c) hereof shall be as set forth in Section 3.3 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein) and such remedies shall be enforceable directly by the Depositor, the Master Servicer and the Trustee directly under this Agreement.

(f) In connection with any repurchase of a Mortgage Loan pursuant to this Section 2.03 or Section 2.08, the Master Servicer shall, based on information provided by the Responsible Party or the Purchaser, as applicable, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Mortgage Loan (a “ Deleted Mortgage Loan ”) or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. In connection with any substitution by the Purchaser of a Mortgage Loan pursuant to this Section 2.03 or Section 2.08, the Master Servicer shall, based on information provided by the Purchaser, amend the Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution by the Purchaser of the Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee. The Depositor shall have no liability with respect to the information provided by the Purchaser related to any Substitute Mortgage Loan. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of

this Agreement in all respects, and the Purchaser shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to the Representations and Warranties Agreement with respect to such Mortgage Loan. Upon any such substitution and the deposit to the Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Purchaser and shall execute and deliver at the Purchaser’s direction such instruments of transfer or assignment prepared by the Purchaser, in each case without recourse, as shall be necessary to vest title in the Purchaser, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

(g) For any month in which the Purchaser substitutes one or more Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Depositor will determine the amount (if any) by which the aggregate unpaid principal balance of all such Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the Scheduled Payments due in the Due Period of substitution), and the Depositor shall notify the Master Servicer and the Trustee of such amount. The Depositor shall use reasonable efforts to cause the amount of such shortage (the “ Substitution Adjustment Amount ”) plus an amount equal to the aggregate of any unreimbursed Advances and Servicing Advances with respect to such Deleted Mortgage Loans to be deposited into the Collection Account by the Purchaser on or before the next Remittance Date.

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

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

Section 2.04 [RESERVED].

Section 2.05 Execution and Delivery of Certificates . The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates.

Section 2.06 REMIC Matters . The Preliminary Statement sets forth the designations for federal income tax purposes of all interests created hereby. The “Start-up Day” for purposes of the REMIC Provisions shall be the Closing Date. The “latest possible maturity date” is the Distribution Date in November 2034, which is the Distribution Date following the latest Mortgage Loan maturity date.

Section 2.07 Representations and Warranties of the Depositor . The Depositor hereby represents, warrants and covenants to the Trustee, the Master Servicer and the Responsible Party that as of the date of this Agreement or as of such date specifically provided herein:

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

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

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

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

(e) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or thereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under (A) the charter or bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound;

(ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Depositor of any court or governmental authority having jurisdiction over the Depositor or its subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans;

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

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

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

It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.07 shall survive delivery of the respective Custodial Files to the Trustee or to a custodian, as the case may be, and shall inure to the benefit of the Trustee.

Section 2.08 Enforcement of Purchaser and Responsible Party Obligations . Upon discovery by any of the parties hereto of a breach of a representation or warranty made by the Purchaser pursuant to the Representations and Warranties Agreement, or by the Responsible Party pursuant to this Agreement, the party discovering such breach shall give prompt written notice thereof to the other parties to this Agreement and the Purchaser or the Responsible Party, as applicable. The Trustee shall take such action with respect to such breach under the Representations and Warranties Agreement or this Agreement, as applicable, as may be required or permitted hereunder to enforce the rights of the Trust with respect thereto. In addition, the Trustee shall enforce the obligations of the Responsible Party to repurchase any Mortgage Loan in accordance with the provisions set forth in Section 3.3(g) of the Purchase Agreement.

ARTICLE III

ADMINISTRATION AND SERVICING

OF MORTGAGE LOANS

Section 3.01 Master Servicer to Service Mortgage Loans . (a) For and on behalf of the Certificateholders, the Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement, in accordance with the Radian Guidelines (to the extent such Radian Guidelines are not inconsistent with the terms of this Agreement) and in accordance with the respective Mortgage Loans and, to the extent consistent with such terms, in compliance with all applicable federal, state and local laws, and in the same manner in which it services and administers similar mortgage loans for its own portfolio, giving due consideration to customary and usual standards of practice of mortgage lenders and loan servicers administering similar mortgage loans and giving due consideration to the related First Lien Mortgage Loan.

Subject only to the above-described servicing standards and the terms of this Agreement and of the respective Mortgage Loans, the Master Servicer shall have full power and authority, acting alone or through Subservicers as provided in Section 3.02, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Subservicer is hereby authorized and empowered by the Trustee when the Master Servicer believes it appropriate in its best judgment in accordance with Accepted Servicing Practices, to execute and deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the related Mortgage Loans and the Mortgaged Properties and to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert the ownership of such properties, and to hold or cause to be held title to such properties, on behalf of the Trustee and in the name of the Trust. The Master Servicer shall service and administer the Mortgage Loans in accordance with applicable state and federal law and shall provide to the Mortgagors any reports required to be provided to them thereby. Subject to Section 3.16, the Trustee shall execute, at the written request of the Master Servicer, and furnish to the Master Servicer and any Subservicer such documents as are necessary or appropriate to enable the Master Servicer or any Subservicer to carry out their servicing and administrative duties hereunder, and the Trustee hereby grants to the Master Servicer and each Subservicer, and this Agreement shall constitute, a power of attorney to carry out such duties including a power of attorney to take title to Mortgaged Properties after foreclosure on behalf of the Trustee and in the name of the Trust. The Trustee shall execute a power of attorney in the form attached hereto as Exhibit Q in favor of the Master Servicer and/or each Subservicer for the purposes described herein to the extent necessary or desirable to enable the Master Servicer to perform its duties hereunder. The Trustee shall not be liable for the actions of the Master Servicer or any Subservicers under such powers of attorney. If the Master Servicer receives any notice of suit, litigation or proceeding in the name of Deutsche Bank National Trust Company, then the Master Servicer shall promptly forward a copy of same to the Trustee unless the notice of said suit, litigation or proceeding was provided by the Trustee to the Master Servicer.

(b) In accordance with the standards of the preceding paragraph, the Master Servicer on escrowed accounts shall advance or cause to be advanced funds as necessary for the

purpose of effecting the timely payment of taxes and assessments on the Mortgaged Properties (to the extent the Master Servicer has received reasonable timely notice that such taxes or assessments have not been paid by the related Mortgagor or the owner or the servicer of the related First Lien Mortgage Loan), which advances shall be Servicing Advances reimbursable in the first instance from related collections from the Mortgagors, and further as provided in Section 3.11. Any cost incurred by the Master Servicer or by Subservicers in effecting the timely payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to the Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Notwithstanding anything in this Agreement to the contrary, however, the Master Servicer need not make any future advances with respect to a Mortgage Loan if the Master Servicer makes a good faith determination that such advance would, if made, constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance.

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

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

(e) If the Mortgage relating to a Mortgage Loan had a related First Lien Mortgage Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the refinancing of the related First Lien Mortgage Loan, provided that the such refinancing is consistent with the Radian Guidelines or, if the Mortgage Pool Insurer has denied a claim with respect to the related Mortgage Loan or if such Mortgage Loan is not a Covered Loan, to the Master Servicer’s standard subordination underwriting guidelines.

Section 3.02 Subservicing Agreements between the Master Servicer and Subservicers . (a) The Master Servicer may enter into subservicing agreements with subservicers (each, a “Subservicer”), for the servicing and administration of the Mortgage Loans (“Subservicing Agreements”).

(b) Each Subservicer shall be (i) authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder and under the Subservicing Agreement, (ii) an institution approved as a mortgage loan originator by the Federal Housing Administration or an institution that has deposit accounts insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each Subservicing Agreement must impose on the Subservicer requirements conforming to the provisions set forth in Section 3.08 and provide for servicing of the Mortgage Loans consistent with the terms of this Agreement. The Master Servicer will examine each Subservicing Agreement and will be familiar with the terms thereof. The terms of any Subservicing Agreement will not be inconsistent with any of the provisions of this Agreement. The Master Servicer and the Subservicers may enter into and make amendments to the Subservicing Agreements or enter into different forms of Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not violate the provisions of this Agreement, and that no such amendment or different form shall be made or entered into which could be reasonably expected to be materially adverse to the interests of the Trustee, without the consent of the Trustee. Any variation without the consent of the Trustee from the provisions set forth in Section 3.08 relating to insurance or priority requirements of Subservicing Accounts, or credits and charges to the Subservicing Accounts or the timing and amount of remittances by the Subservicers to the Master Servicer, are conclusively deemed to be inconsistent with this Agreement and therefore prohibited. The Master Servicer shall deliver to the Trustee and the Depositor copies of all Subservicing Agreements, and any amendments or modifications thereof, promptly upon the Master Servicer’s execution and delivery of such instruments. That certain Subservicing Agreement by and between the Master Servicer and Washington Mutual Bank (as successor to Washington Mutual Bank, FA) dated April 9, 2001 is hereby acknowledged as being permitted under this Agreement and meeting the requirements applicable to Subservicing Agreements set forth in this Agreement.

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

Section 3.03 Successor Subservicers . The Master Servicer shall be entitled to terminate any Subservicing Agreement and the rights and obligations of any Subservicer pursuant to any Subservicing Agreement in accordance with the terms and conditions of such Subservicing Agreement. In the event of termination of any Subservicer, all servicing obligations

of such Subservicer shall be assumed simultaneously by the Master Servicer without any act or deed on the part of such Subservicer or the Master Servicer, and the Master Servicer either shall service directly the related Mortgage Loans or shall enter into a Subservicing Agreement with a successor Subservicer which qualifies under Section 3.02.

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

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

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

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

Upon such assumption, the Trustee, its designee or the successor servicer shall be deemed, subject to Section 3.03, to have assumed all of the Master Servicer’s interest therein and to have replaced the Master Servicer as a party to each Subservicing Agreement to which the predecessor Master Servicer was a party to the same extent as if each Subservicing Agreement had been assigned to the assuming party, except that (i) the Master Servicer shall not thereby be

relieved of any liability or obligations under any Subservicing Agreement that arose before it ceased to be the Master Servicer and (ii) none of the Depositor, the Trustee, their designees or any successor to the Master Servicer shall be deemed to have assumed any liability or obligation of the Master Servicer that arose before it ceased to be the Master Servicer.

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

Section 3.07 Collection of Certain Mortgage Loan Payments . (a) The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account giving due consideration to the related First Lien Mortgage Loan. Consistent with the foregoing and Accepted Servicing Practices, the Master Servicer may (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the due dates for the Scheduled Payments due on a Mortgage Note for a period of not greater than 180 days; provided, that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Master Servicer shall make timely advances on such Mortgage Loan during such extension to the extent required by Section 4.01 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements, subject to Section 4.01(d) pursuant to which the Master Servicer shall not be required to make any such advances that are Nonrecoverable P&I Advances. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or in the judgment of the Master Servicer, such default is reasonably foreseeable, the Master Servicer, consistent with the standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Interest Rate, forgive the payment of principal or interest, extend the final maturity date of such Mortgage Loan or waive, in whole or in part, a Prepayment Premium), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “Forbearance”); provided, however, that the Master Servicer’s approval of a modification of a Due Date shall not be considered a modification for purposes of this sentence; and provided, further, that no such modification will be granted without the prior consent of the Mortgage Pool Insurer if so required in the related Mortgage Pool Insurance Policy. The Master Servicer’s analysis supporting any Forbearance and the conclusion that any Forbearance meets the standards of Section 3.01 shall be reflected in writing in the applicable Servicing File or on the Master Servicer’s servicing records. In addition, notwithstanding the foregoing, the Master Servicer may also waive (or permit a Subservicer to waive), in whole or in part, a Prepayment Premium if such

waiver would, in the Master Servicer’s judgment, maximize recoveries on the related Mortgage Loan or if such Prepayment Premium is (i) not permitted to be collected by applicable law, or the collection thereof would be considered “predatory” pursuant to written guidance published by any applicable federal, state or local regulatory authority having jurisdiction over such matters, or (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership or other similar laws relating to creditor’s rights or (2) due to acceleration in connection with a foreclosure or other involuntary payment. If a Prepayment Premium is waived other than as permitted in this Section 3.07(a), then the Master Servicer is required to pay the amount of such waived Prepayment Premium, for the benefit of the Holders of the Class P Certificates, by depositing such amount into the Collection Account together with and at the time that the amount prepaid on the related Mortgage Loan is required to be deposited into the Collection Account; provided, however, that the Master Servicer shall not have an obligation to pay the amount of any uncollected Prepayment Premium if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Mortgage Loan Schedule in effect at such time.

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

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

Section 3.09 Reserved.

Section 3.10 Collection Account . (a) On behalf of the Trustee, the Master Servicer shall establish and maintain, or cause to be established and maintained, one or more segregated Eligible Accounts (each such account or accounts, a “Collection Account”), held in trust for the benefit of the Trustee. Funds in the Collection Account shall not be commingled with any other funds of the Master Servicer. On behalf of the Trustee, the Master Servicer shall deposit or cause to be deposited in the clearing account (which account must be an Eligible Account) in which it customarily deposits payments and collections on mortgage loans in

connection with its mortgage loan servicing activities on a daily basis, and in no event more than one Business Day after the Master Servicer’s receipt thereof, and shall thereafter deposit in the Collection Account, in no event more than two Business Days after the deposit of such funds into the clearing account, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the related Mortgage Loans due on or before the Cut-off Date), or payments (other than Principal Prepayments) received by it on or prior to the related Cut-off Date but allocable to a Due Period subsequent thereto:

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

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

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

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

(v) any amounts required to be deposited by the Master 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

(vii) all Prepayment Premiums collected by the Master Servicer.

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

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

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

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

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

(iii) to pay the Master Servicer or any Subservicer (A) any unpaid Servicing Fees (including such unpaid Servicing Fees as provided in Section 3.15) or (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan serviced by the Master Servicer, but only to the extent of any Late Collections, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds (including any proceeds under the Mortgage Pool Insurance Policy) or other amounts as may be collected by the Master Servicer from a Mortgagor, or otherwise received with respect to such Mortgage Loan (or the related REO Property);

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

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

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

(viii) to reimburse the Master Servicer, the Depositor or the Trustee for expenses incurred by or reimbursable to the Master Servicer, the Depositor 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 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 under Section 2.03 of this Agreement that were included in the Repurchase Price of the Mortgage Loan, including any expenses arising out of the enforcement of the repurchase obligation, to the extent not otherwise paid pursuant to the terms hereof;

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

(xi) to withdraw any amounts held in the Collection Account and not required to be remitted to the Trustee on the Remittance Date occurring in the month in which such amounts are deposited into the Collection Account;

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

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

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

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

Section 3.12 Investment of Funds in the Collection Account and the Distribution Account . (a) The Master Servicer may invest the funds in the Collection Account and the Trustee may invest funds in the Distribution Account during the Trustee Float Period, and shall (except during the Trustee Float Period), invest such funds in the Distribution Account at the direction of the Depositor (for purposes of this Section 3.12, each of the Collection Account and the Distribution Accounts are referred to as an “Investment Account”), in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day on which such funds are required to be withdrawn from such account pursuant to this Agreement (except for investments made at the Depositor’s direction, which shall mature no later than the Business Day immediately preceding the date of required withdrawal). All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account and any income and gain realized thereon in

any Account other than the Distribution Account during the Trustee Float Period) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee may:

(x)	consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and
(y)	demand payment of all amounts due thereunder that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.

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

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

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

(e) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian

with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments and (iii) effecting transactions in certain Permitted Investments.

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

Section 3.13 Maintenance of Hazard Insurance, Errors and Omissions and Fidelity Coverage . (a) The Master Servicer shall obtain and maintain a blanket policy insuring against losses arising from fire and hazards on all of the Mortgage Loans, which policy shall provide coverage in an amount which is at least equal to the least of (i) the outstanding principal balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis, (iii) the maximum insurable value of the improvements which are a part of such Mortgaged Property, and (iv) the amount determined by applicable federal or state law, in each case in an amount not less than such amount as is necessary to avoid the application of any coinsurance clause contained in the related hazard insurance policy. Any amounts to be collected by the Master Servicer under any such policy (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or amounts to be released to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing loans held for its own account, subject to the terms and conditions of the related Mortgage and Mortgage Note and amounts required to be paid to the holder of the related First Lien Mortgage Loan) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.11.

In the event that such policy contains a deductible clause, the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a standard hazard insurance policy and there shall have been one or more losses which would have been covered by such policy, the Master Servicer shall deposit to the Collection Account from its own funds the amount that is not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of itself, and the Trustee claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.

(b) The Master Servicer shall keep in force during the term of this Agreement a policy or policies of insurance covering errors and omissions for failure in the performance of the Master Servicer’s obligations under this Agreement, which policy or policies shall be in such form and amount that would meet the requirements of Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless the Master Servicer or any of its Affiliates has obtained a waiver of such requirements from Fannie Mae or Freddie Mac. The Master Servicer shall also maintain a fidelity bond in the form and amount that would meet the requirements of Fannie Mae or Freddie Mac, unless the Master Servicer or any of its Affiliates has obtained a waiver of such requirements from Fannie Mae or Freddie Mac. The Master Servicer shall provide the Trustee upon request with copies of any such insurance policies and fidelity bond. The Master Servicer shall be deemed to have complied with this provision if an Affiliate of the Master Servicer has such errors and omissions and fidelity bond coverage and, by the terms of such insurance policy

or fidelity bond, the coverage afforded thereunder extends to the Master Servicer. Any such errors and omissions policy and fidelity bond shall by its terms not be cancelable without thirty days’ prior written notice to the Trustee. The Master Servicer shall also cause each Subservicer to maintain a policy of insurance covering errors and omissions and a fidelity bond which would meet such requirements.

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

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

Section 3.15 Realization upon Defaulted Mortgage Loans . (a) The Master Servicer shall use its commercially reasonable efforts, consistent with Accepted Servicing Practices and the requirements under the Mortgage Pool Insurance Policy, to foreclose upon or otherwise comparably convert (which may include an acquisition of REO Property) the ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory arrangements can be made for collection of delinquent payments pursuant to Section 3.07, and which are not released from this Agreement pursuant to any other provision hereof. The foregoing is subject to the provisions that, in any case in which a Mortgaged Property shall have suffered damage from an uninsured cause, the Master Servicer shall not be required to expend its own funds toward the restoration of such property unless it shall determine in its sole discretion (i) that such restoration will increase the proceeds of liquidation of the related Mortgage Loan, after reimbursement to itself for such expenses. The Master Servicer shall be responsible for all other costs and expenses incurred by it in any such proceedings; provided, however, that such costs and expenses shall constitute and be recoverable as Servicing Advances by the Master Servicer, as contemplated in Section 3.11.

In the event that the related First Lien Mortgage Loan is not being serviced by the Master Servicer, the Master Servicer shall have no liability for any losses resulting from a foreclosure on a Mortgage Loan in connection with the foreclosure on the related First Lien Mortgage Loan where the Master Servicer did not receive notice or otherwise had no actual knowledge regarding such foreclosure on the related First Lien Mortgage Loan; provided, however, if the Master Servicer is either notified or has actual knowledge that any holder of a First Lien Mortgage Loan intends to accelerate the obligations secured by the First Lien Mortgage Loan, or that any such holder intends to declare a default under the mortgage or promissory note secured thereby, or has filed or intends to file an election to have the related Mortgaged Property sold or foreclosed, the Master Servicer shall take, on behalf of the Trust, all actions necessary to protect the interests of the Trust as consistent with Accepted Servicing Practices and the REMIC Provisions. The Master Servicer shall not be required to make a Servicing Advance pursuant to Section 4.01 with respect thereto except to the extent that it determines in its reasonable good faith judgment that such advance would be recoverable from Liquidation Proceeds on the related Mortgage Loan and in no event in an amount that is greater than the then outstanding principal balance of the related Mortgage Loan. The Master Servicer shall thereafter take such action as is reasonably necessary to recover any amount so advanced and to otherwise reimburse itself as a Servicing Advance from the Collection Account pursuant to Section 3.11.

The proceeds of any Liquidation Event or REO Disposition, as well as any recovery resulting from a partial collection of Insurance Proceeds, Condemnation Proceeds or

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

(b) Notwithstanding anything to the contrary contained in this Agreement, with respect to any Mortgage Loan that is not a Covered Loan or for which coverage is not available under the Mortgage Pool Insurance Policy that is 180 days delinquent, the Master Servicer shall charge off such delinquent Mortgage Loan. Once a Mortgage Loan has been charged off, the Master Servicer will discontinue making P&I Advances, the Master Servicer will not be entitled to any additional servicing compensation and the Charged Off Loan will give rise to a Realized Loss. Any such Charged Off Loan will be released from the Trust Fund on the date such Charged Off Loan becomes 210 days delinquent (a “Released Loan”), will no longer be an asset of any REMIC, and will be transferred to the Class X-1 Certificateholders, without recourse, and thereafter (i) the Class X-1 Certificateholder will be entitled to any amounts subsequently received in respect of any such Released Loans, (ii) the Class X-1 Certificateholder may designate any servicer to service any such Released Loan and (iii) the Class X-1 Certificateholder may sell any such Released Loan to a third party. Once a Mortgage Loan is charged off pursuant to this Section 3.15(b), the Master Servicer shall not be obligated to service such Mortgage Loan. The Master Servicer may cease any collection efforts with respect to such Mortgage Loan, and statements of account may no longer be sent to such Mortgagor. The Master Servicer shall write off each charged off Mortgage Loan as bad debt.

(c) Notwithstanding anything to the contrary contained herein, in connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in the event the Master Servicer has received actual notice of, or has actual knowledge of the presence of, hazardous or toxic substances or wastes on the related Mortgaged Property, the Master Servicer shall neither (i) obtain title to such Mortgaged Property as a result of or in lieu of foreclosure or otherwise, (ii) acquire possession of, nor (iii) take any other action with respect to, such Mortgaged Property if, as a result of any such action, the Trustee would be considered to hold title to, to be a mortgagee-in-possession of, or to be an owner or operator of such Mortgaged Property within the meaning

of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the Master Servicer has either (x) obtained the written consent of the Trustee, or (y) previously determined, based on its reasonable judgment and a prudent report prepared by a Person who regularly conducts environmental audits using customary industry standards, that:

(i) such Mortgaged Property is in compliance with applicable environmental laws or, if not, that it would be in the interest of the Trustee, giving due consideration to the related First Lien Mortgage Loan, to take such actions as are necessary to bring the Mortgaged Property into compliance therewith; and

(ii) there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation, or that if any such materials are present for which such action could be required, that it would be in the interest of the Trustee, giving due consideration to the related First Lien Mortgage Loan, to take such actions with respect to the affected Mortgaged Property.

The cost of the environmental audit report contemplated by this Section 3.15(c) shall be advanced by the Master Servicer as a Servicing Advance, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account and the Master Servicer’s right to make a judgment about whether any such advance would be a Nonrecoverable Servicing Advance.

If the Master Servicer has (i) determined that it is in the interest of the Trustee, giving due consideration to the related First Lien Mortgage Loan, to take such actions as are necessary to bring any such Mortgaged Property into compliance with applicable environmental laws, or, giving due consideration to the related First Lien Mortgage Loan, to take such action with respect to the containment, clean-up or remediation of hazardous substances, hazardous materials, hazardous wastes, or petroleum-based materials affecting any such Mortgaged Property, or (ii) obtained the written consent of the Trustee, in each case as described above, then the Master Servicer shall take such action as it deems to be in the interest of the Trustee (or as otherwise directed by the Trustee), giving due consideration to the related First Lien Mortgage Loan. The cost of any such compliance, containment, clean-up or remediation shall be advanced by the Master Servicer as a Servicing Advance, subject to the Master Servicer’s right to be reimbursed therefor from the Collection Account and the Master Servicer’s right to make a judgment about whether any such advance would be a Nonrecoverable Servicing Advance.

Section 3.16 Release of Mortgage Files . (a) Upon the payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer will promptly notify the Trustee by a certification (which certification shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.10 have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Custodial File by completing a

Request for Release. Upon receipt of such certification and Request for Release, the Trustee shall promptly release the related Custodial File to the Master Servicer within three (3) Business Days. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to or reimbursed by the Collection Account.

(b) From time to time and as appropriate for the servicing or foreclosure of any Mortgage Loan, including, for this purpose, collection under any insurance policy relating to the Mortgage Loans, the Trustee shall, upon request of the Master Servicer and delivery to the Trustee, of a Request for Release, release the related Custodial File to the Master Servicer, and the Trustee shall, at the direction of the Master Servicer, execute such documents provided to it as shall be necessary to the prosecution of any such proceedings and the Master Servicer shall retain the Mortgage File in trust for the benefit of the Trustee. Such Request for Release shall obligate the Master Servicer to return each and every document previously requested from the Custodial File to the Trustee when the need therefor by the Master Servicer no longer exists, unless the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been deposited in the Collection Account or the Mortgage File or such document has been delivered to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Trustee a certificate of a Servicing Officer certifying as to the name and address of the Person to which such Mortgage File or such document was delivered and the purpose or purposes of such delivery. Upon receipt of a certificate of a Servicing Officer stating that such Mortgage Loan was liquidated and that all amounts received or to be received in connection with such liquidation that are required to be deposited into the Collection Account have been so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Trustee to the Master Servicer or its designee. Upon receipt of a Request for Release under this Section 3.16, the Trustee shall deliver the related Custodial File to the requesting Master Servicer by overnight courier (at the Master Servicer’s expense, which expense shall be reimbursable as a Servicing Advance.

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

Section 3.17 Title, Conservation and Disposition of REO Property . (a) This Section shall apply only to REO Properties acquired for the account of the Trustee and shall not apply to any REO Property relating to a Mortgage Loan which was purchased or repurchased from the Trustee pursuant to any provision hereof. In the event that title to any such REO Property is acquired, the Master Servicer shall cause the deed or certificate of sale to be issued in the name of the Trustee on behalf of the Certificateholders, or the Trustee’s nominee; provided that (i) neither the Master Servicer nor a Subservicer shall be such Trustee’s nominee and (ii) such Trustee’s nominee shall, upon request of the Master Servicer or the Subservicer, acknowledge in writing that such title is to be held as nominee for the Trustee.

(b) The Master Servicer shall manage, conserve, protect and operate each REO Property for the Trustee solely for the purpose of its prompt disposition and sale to the extent consistent with the interests of the holder of the related First Lien Mortgage Loan. The Master Servicer, either itself or through an agent selected by the Master Servicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Master Servicer shall attempt to sell the same (and may temporarily rent the same) on such terms and conditions as the Master Servicer deems to be in the best interest of the Trustee to the extent consistent with the interests of the holder of the related First Lien Mortgage Loan.

(c) As described in paragraph (h) below, the Master Servicer shall use its commercially reasonable efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, unless the Master Servicer determines, and gives an appropriate notice to the Trustee to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. The Trustee has no obligation with respect to REO Dispositions.

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

(e) The Master Servicer shall deposit net of reimbursement to the Master Servicer for any related outstanding Servicing Advances and unpaid Servicing Fees as provided in Section 3.11, or cause to be deposited, on a daily basis in the clearing account, and shall thereafter deposit in the Collection Account in no event more than two Business Days after the deposit of such funds into the clearing account, all revenues received with respect to the related REO Property and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of the REO Property and to pay the holder of the related First Lien Mortgage Loan the amounts to which such holder is entitled by the terms of such First Lien Mortgage Loan.

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

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

(h) The Master Servicer shall sell, or cause the Subservicer to sell, in accordance with Accepted Servicing Practices, any REO Property as soon as possible, but in no event later than the conclusion of the third taxable year beginning after the year of its acquisition by the REMIC unless (i) the Master Servicer applies for an extension of such period from the Internal Revenue Service pursuant to the REMIC Provisions and Code Section 856(e)(3), in which event such REO Property shall be sold within the applicable extension period, or (ii) the Master Servicer obtains for the Trustee an Opinion of Counsel, addressed to the Depositor, the Trustee and the Master Servicer, to the effect that the holding by the Lower-Tier REMIC of such REO Property subsequent to such period will not result in the imposition of taxes on “prohibited transactions” as defined in Section 860F of the Code or cause either Trust REMIC to fail to qualify as a REMIC under the REMIC Provisions. The Master Servicer shall manage, conserve, protect and operate each REO Property serviced by the Master Servicer for the Trustee solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) or result in the receipt by the Lower-Tier REMIC of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is subject to taxation under Section 860G(a)(1) of the Code.

Section 3.18 [RESERVED].

Section 3.19 Access to Certain Documentation and Information Regarding the Mortgage Loans . The Master Servicer shall provide, or cause the applicable Subservicer to provide, to the Depositor, the Trustee, the Mortgage Pool Insurer, the OTS or the FDIC and the examiners and supervisory agents thereof, access to the documentation regarding the Mortgage Loans in its possession required by applicable regulations of the OTS. Such access shall be afforded without charge, but only upon reasonable and prior written request and during normal business hours at the offices of the Master Servicer designated by it. Nothing in this Section shall derogate from the obligation of any such party to observe any applicable law prohibiting disclosure of information regarding the Mortgagors and the failure of any such party to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

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

Section 3.20 Documents, Records and Funds in Possession of the Master Servicer to Be Held for the Trustee . The Master Servicer shall account fully to the Trustee for any funds received by the Master Servicer or which otherwise are collected by the Master

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

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

(b) Additional servicing compensation in the form of proceeds described in Section 3.17(g), assumption or modification fees, late payment charges, NSF fees, reconveyance fees and other similar fees and charges (other than Prepayment Premiums) shall be retained by the Master Servicer only to the extent such fees or charges are received by the Master Servicer. The Master Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account, as additional servicing compensation, interest or other income earned on deposits therein.

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

Section 3.22 Annual Statement as to Compliance . The Master Servicer will deliver or cause to be delivered to the Depositor, the Rating Agencies, and the Trustee on or before March 10th of each calendar year prior to and including the calendar year in which a Form 15 is filed with respect to the Trust Fund and April 30 of each calendar year thereafter, an Officer’s Certificate stating, as to each signatory thereof, that (i) a review of the activities of the Master Servicer during the preceding year and of performance under this Agreement has been made under such officers’ supervision, and (ii) to the best of such officers’ knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under this Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officers and the nature and status thereof. Promptly after receipt of such Officer’s Certificate, the Depositor shall review such Officer’s Certificate and, if applicable, consult with the Master Servicer as to the nature of any defaults by the Master Servicer in the fulfillment of any of the Master Servicer’s obligations. The obligations of the Master Servicer under this Section apply to each Master Servicer that serviced during the applicable period, whether or not the Master Servicer is acting as a Master Servicer at the time such Officer’s Certificate is required to be delivered.

Section 3.23 Annual Independent Public Accountants’ Servicing Statement; Financial Statements . Not later than March 10th of each calendar year prior to and including the calendar year in which a Form 15 is filed with respect to the Trust Fund and April 30 of each calendar year thereafter, the Master Servicer, at its expense, shall cause a nationally recognized firm of independent certified public accountants to furnish to the Depositor, the Rating Agencies, and the Trustee a report stating that (i) it has obtained a letter of representation regarding certain matters from the management of the Master Servicer which includes an assertion that the Master Servicer has complied with certain minimum residential mortgage loan servicing standards, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of residential mortgage loans during the most recently completed fiscal year and (ii) on the basis of an examination conducted by such firm in accordance with standards established by the American Institute of Certified Public Accountants, such representation is fairly stated in all material respects, subject to such exceptions and other qualifications that may be appropriate. In rendering its report such firm may rely, as to matters relating to the direct servicing of residential mortgage loans by Subservicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards (rendered within one year of such report) with respect to those Subservicers. Promptly after receipt of such report, the Depositor shall review such report and, if applicable, consult with the Master Servicer as to the nature of any defaults by the Master Servicer in the fulfillment of any of the Master Servicer’s obligations. The obligations of the Master Servicer under this Section apply to each Master Servicer that serviced during the applicable period, whether or not the Master Servicer is acting as a Master Servicer at the time such report is required to be delivered.

Section 3.24 Trustee to Act as Master Servicer . (a) In the event that the Master Servicer shall for any reason no longer be the Master Servicer hereunder (including by reason of an Event of Default), the Trustee or its successor shall, thereupon assume all of the rights and obligations of the Master Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of the predecessor Master Servicer pursuant to Section 3.10 or any acts or

omissions of the predecessor Master Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder, including but not limited to repurchases or substitutions pursuant to Section 2.03, (iv) responsible for expenses of the Master Servicer pursuant to Section 2.03 or (v) deemed to have made any representations and warranties of the Master Servicer hereunder). Any such assumption shall be subject to Section 7.02.

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

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

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

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

Section 3.26 Credit Reporting; Gramm-Leach-Bliley Act . (a) With respect to each Mortgage Loan, the Master Servicer shall furnish, or cause to be furnished, information regarding the borrower credit file related to such Mortgage Loan to credit reporting agencies in compliance with the provisions of the Fair Credit Reporting Act and the applicable implementing regulations.

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

Section 3.27 Excess Reserve Fund Account; Distribution Account . (a) The Trustee shall establish and maintain the Excess Reserve Fund Account, on behalf of the Class X Certificateholders, to receive any Basis Risk Payment and to pay to the LIBOR Certificateholders any Basis Risk Carry Forward Amounts.

On each Distribution Date on which there exists a Basis Risk Carry Forward Amount on any Class of LIBOR Certificates, the Trustee shall (1) withdraw from the Distribution Account and deposit in the Excess Reserve Fund Account, as set forth in Section 4.02(a)(iii)(J), the lesser of the Class X Distributable Amount (to the extent remaining after the distributions specified in Sections 4.02(a)(iii)(A)-(I)) and the aggregate Basis Risk Carry Forward Amount and (2) withdraw from the Excess Reserve Fund Account amounts necessary to pay to such Class or Classes of LIBOR Certificates the applicable Basis Risk Carry Forward Amounts. Such payments shall be allocated to those Classes based upon the amount of Basis Risk Carry Forward Amount owed to each such Class and shall be paid in the priority set forth in Sections 4.02(a)(iii)(I). In the event that the Class Certificate Balance of any Class of Certificates is reduced because of Applied Realized Loss Amounts, the applicable Certificateholders will not be entitled to receive Basis Risk Carry Forward Amounts on the written down amounts on such Distribution Date or any future Distribution Dates (except to the extent such Class Certificate Balance is increased as a result of any Subsequent Recoveries), even if funds are otherwise available for distribution.

The Trustee shall account for the Excess Reserve Fund Account as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not as an asset of either Trust REMIC created pursuant to this Agreement. The beneficial owners of the Excess Reserve Fund Account are the Class X Certificateholders. For all federal income tax purposes, amounts transferred by the Upper-Tier REMIC to the Excess Reserve Fund Account shall be treated as first distributed by the Trustee to the Class X Certificateholders in respect of the Class X Interest, and then contributed by the Class X Certificateholders to the Excess Reserve Fund Account.

Any Basis Risk Carry Forward Amounts paid by the Trustee to the LIBOR Certificateholders shall be accounted for by the Trustee as amounts paid first to the Holders of the Class X Certificates and then to the respective Class or Classes of LIBOR Certificates. In addition, the Trustee shall account for the rights of Holders of each Class of LIBOR Certificates to receive payments of Basis Risk Carry Forward Amounts as rights in a separate limited recourse interest rate cap contract written by the Class X Certificateholders in favor of Holders of each such Class.

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

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

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

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

(iii) amounts received from the Mortgage Pool Insurer under the Mortgage Pool Insurance Policy; and

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

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

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

Section 3.28 Optional Purchase of Delinquent Mortgage Loans . While the Mortgage Pool Insurance Trigger is in effect, the Mortgage Pool Insurance Company, in its sole discretion, shall have the option, but shall not be obligated, to purchase any 90+ Delinquent Mortgage Loans that are Covered Loans from the Trust Fund for which it has not paid a claim, regardless of whether a claim has been approved for such Mortgage Loan or a Realized Loss on such Mortgage Loan has been applied to the Deductible (as defined in the Mortgage Pool Insurance Policy), on a servicing-released basis. The purchase price for any such Mortgage Loan shall be 100% of the unpaid principal balance of such Mortgage Loan (or, in the case of a Mortgage Loan for which any Loss (as defined under the Mortgage Pool Insurance Policy) has been charged, the amount of such Loss) plus other than in the case of a Mortgage Loan for which a Loss under the Mortgage Pool Insurance Policy has been charged, accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rate plus the amount of any unreimbursed Servicing Advances made by the Master Servicer. Any such purchase shall reduce the amount of available coverage under the Mortgage Pool Insurance Policy by the amount of such purchase price. With respect to any Mortgage Loan that is not a Covered Loan, and, if a Mortgage Pool Insurance Trigger is not in effect or, if a Mortgage Pool Insurance Trigger is in effect and if the Mortgage Pool Insurer does not exercise its option pursuant to this Section with respect to any Covered Loan, the Depositor, in its sole discretion, shall have the option, but shall not be obligated, to purchase any such 90+ Delinquent Mortgage Loan from the Trust Fund. The purchase price for any such Mortgage Loan shall be 100% of the unpaid principal balance of such Mortgage Loan plus accrued and unpaid interest on the related Mortgage Loan at the applicable Mortgage Interest Rate, plus the amount of any unreimbursed Servicing Advances

made by the Master Servicer. Upon receipt of such purchase price, the Master Servicer shall provide to the Trustee a Request for Release and the Trustee shall promptly release to the Mortgage Pool Insurance Company or the Depositor, as applicable, the Mortgage File relating to the Mortgage Loan being repurchased.

Section 3.29 Maintenance of Mortgage Pool Insurance Policy. The Master Servicer shall exercise its commercially reasonable efforts to maintain and keep the Mortgage Pool Insurance Policy in full force and effect until (a) each Covered Loan has been paid in full, liquidated or is no longer an asset of the Trust Fund or (b) the Certificates are no longer outstanding, unless coverage thereunder has been exhausted through payment of claims.

In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to file, on behalf of itself, the Trustee, the Co-Trustee, the Depositor and the Certificateholders claims and provide notices and other information in the Master Servicer’s possession or control to the Mortgage Pool Insurer in a timely fashion in accordance with the terms of the Mortgage Pool Insurance Policy and, in this regard, to take such action as shall be necessary to permit recovery under the Mortgage Pool Insurance Policy respecting a defaulted Covered Loan, in each case, to the extent the Master Servicer has all the necessary information to perform such duties. The Master Servicer shall comply will all applicable terms of the Mortgage Pool Insurance Policy and the claims-filing procedures of the Mortgage Pool Insurer, to the extent necessary to avoid any adjustments to claims paid under the Mortgage Pool Insurance Policy to the extent the Master Servicer has all the necessary information to perform such duties.

In accordance with the terms of the Mortgage Pool Insurance Policy, claims will be payable under the Mortgage Pool Insurance Policy only to the extent that the Mortgage Pool Insurance Trigger is in effect. No later than each Reporting Date, the Mortgage Pool Insurer will notify each of the Depositor, the Master Servicer, the Trustee and the Co-Trustee, in writing, whether the Mortgage Pool Insurance Trigger is in effect. The Mortgage Pool Insurer will determine whether to pay claims under the Mortgage Pool Insurance Policy and will pay such claims by remitting, by wire transfer in immediately available funds, the amount of such claims to the Co-Trustee, who will forward such amounts to the Trustee for deposit in the Distribution Account. To the extent the Mortgage Pool Insurer does not pay any claims while the Master Servicer, the Depositor, the Trustee and the Co-Trustee have been notified in writing by the Mortgage Pool Insurer that the Mortgage Pool Insurance Trigger is satisfied, the Co-Trustee shall notify the Depositor, the Mortgage Pool Insurer, the Master Servicer and the Trustee of such failure to pay. The original amount of coverage under the Mortgage Pool Insurance Policy will be reduced over the life of the Certificates by the aggregate dollar amount of claims paid.

ARTICLE IV

DISTRIBUTIONS AND

ADVANCES BY THE MASTER SERVICER

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

(b) On each Remittance Date, the Master Servicer shall remit in immediately available funds to the Trustee an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO Properties for the related Remittance Date either (i) from its own funds or (ii) from the Collection Account, to the extent of funds held therein for future distribution (in which case, it will cause to be made an appropriate entry in the records of the Collection Account that Amounts Held for Future Distribution have been, as permitted by this Section 4.01, used by the Master Servicer in discharge of any such P&I Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master Servicer with respect to the Mortgage Loans and REO Properties. Any Amounts Held for Future Distribution and so used shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or before any future Remittance Date to the extent that the Available Funds for the related Remittance Date (determined without regard to Advances to be made on the Remittance Date) shall be less than the total amount that would be distributed to the Classes of Certificateholders pursuant to Section 4.02 on the related Distribution Date if such amounts held for future distributions had not been so used to make Advances.

(c) The obligation of the Master Servicer to make such P&I Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan or REO Property, shall continue until (i) for each Covered Loan, to the extent coverage under the Mortgage Pool Insurance Policy is available, through a Final Recovery Determination in connection therewith or the removal thereof from coverage under this Agreement, except as otherwise provided in this Section, and (ii) for each Mortgage Loan that is not a Covered Loan, or, if coverage under the Mortgage Pool Insurance Policy is not available for a Covered Loan, through the time at which the related Mortgage Loan becomes 180 days delinquent.

(d) Notwithstanding anything herein to the contrary, no P&I Advance or Servicing Advance shall be required to be made hereunder by the Master Servicer if such P&I

Advance or Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. The determination by the Master Servicer that it has made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing Advance, if made, would constitute a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance, respectively, shall be evidenced by an Officer’s Certificate of the Master Servicer delivered to the Trustee. In addition the Master Servicer shall not be required to advance any Relief Act Interest Shortfalls.

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

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

(i) to the holders of each Class of Offered Certificates in the following order of priority:

(A) from the Interest Remittance Amount, to the Class A Certificates, the Accrued Certificate Interest Distribution Amount for such Class and Unpaid Interest Amount for such Class and such Distribution Date;

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

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

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

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

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

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

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

(ii) (A) on each Distribution Date (a) before the Stepdown Date or (b) with respect to which a Trigger Event is in effect, to the holders of the related Class or Classes of Offered Certificates then entitled to distributions of principal as set forth below, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to the Principal Distribution Amount in the following order of priority:

(a) to the Class A Certificates, until the Class Certificate Balance thereof is reduced to zero; and

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

(B) on each Distribution Date (a) on and after the Stepdown Date and (b) as long as a Trigger Event is not in effect, to the holders of the related Class or Classes of Offered Certificates then entitled to distribution of principal, from Available Funds remaining after making distributions pursuant to clause (i) above, an amount equal to, the Principal Distribution Amount in the following amounts and order of priority:

(a) to the Class A Certificates, the lesser of (x) the Principal Distribution Amount and (y) the Class A Principal Distribution Amount, until the Class Certificate Balance thereof is reduced to zero;

(b) to the Class M-1 Certificates, 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, until the Class Certificate Balance thereof has been reduced to zero;

(c) to the Class M-2 Certificates, 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, until the Class Certificate Balance thereof has been reduced to zero;

(d) to the Class M-3 Certificates, 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, until the Class Certificate Balance thereof has been reduced to zero;

(e) to the Class M-4 Certificates, 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, until the Class Certificate Balance thereof has been reduced to zero;

(f) to the Class B-1 Certificates, 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 B-1 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;

(g) to the Class B-2 Certificates, 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 B-1 Certificates in clause (ii)(B)(f) above and (y) the Class B-2 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero; and

(h) to the Class B-3 Certificates, 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 B-1 Certificates in clause (ii)(B)(f) above and to the Class B-2 Certificates in clause (ii)(B)(g) above and (y) the Class B-3 Principal Distribution Amount, until the Class Certificate Balance thereof has been reduced to zero;

(iii) any amount remaining after the distributions in clauses (i) and (ii) above, plus as specifically indicated below, from amounts on deposit in the Excess Reserve Account, shall be distributed in the following order of priority:

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

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

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

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

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

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

(H) to the Excess Reserve Fund Account, the amount of any Basis Risk Payment for such Distribution Date;

(I) from funds on deposit in the Excess Reserve Fund Account, an amount equal to any Basis Risk Carry Forward Amount with respect to the LIBOR Certificates for that Distribution Date, first, to the Class A Certificates, second, to the Class M-1 Certificates, third, to the Class M-2 Certificates and fourth, to the Class M-3 Certificates, in each case up to their respective unpaid remaining Basis Risk Carry Forward Amounts;

(J) to the holders of the Class X Certificates, the remainder of the Class X Distributable Amount not distributed pursuant to Sections 4.02(a)(iii)(A)-(I); and

(K) to the holders of the Class R Certificates, any remaining amount.

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

If on any Distribution Date, as a result of the foregoing allocation rules, the Class A Certificates do not receive the related Accrued Certificate Interest Distribution Amount or the related Unpaid Interest Amount, if any, then that unpaid amount will be recoverable by the holders of that Class, with interest thereon, on future Distribution Dates, as an Unpaid Interest Amount, subject to the priorities described above. In the event the Class Certificate Balance of any Class of Certificates has been reduced to zero, that Class of Certificates shall no longer be

entitled to receive any related unpaid Basis Risk Carry Forward Amounts except to the extent the Class Certificate Balance is increased as a result of any Subsequent Recovery.

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

(c) On any Distribution Date, any Relief Act Interest Shortfalls and Net Prepayment Interest Shortfalls for such Distribution Date will be allocated pro rata, as a reduction of the Accrued Certificate Interest Distribution Amounts for the Offered Certificates, based on the amount of interest to which such Classes would otherwise be entitled on such Distribution Date.

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

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

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

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

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

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

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

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

(viii) the amount of Advances included in the distribution on such Distribution Date and the aggregate amount of Advances reported by the Master Servicer as

outstanding as of the close of business on the Determination Date immediately preceding such Distribution Date;

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

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

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

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

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

(xiv) the amount on deposit in the Excess Reserve Fund Account (after giving effect to distributions on such Distribution Date);

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

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

(xvii) the Overcollateralized Amount and Specified Overcollateralized Amount;

(xviii) Prepayment Premiums collected by or paid by the Master Servicer;

(xix) the Cumulative Loss Percentage;

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