**GSR MORTGAGE LOAN TRUST
2005-8F**

**MORTGAGE PASS-THROUGH
CERTIFICATES**

**SERIES 2005-8F**

**MASTER SERVICING**

**and**

**TRUST AGREEMENT**

**among**

**GS MORTGAGE SECURITIES CORP.,**

as Depositor

**WACHOVIA BANK, NATIONAL
ASSOCIATION,**

as Trustee

**JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION**

as Securities Administrator and a Custodian

**JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION,**

as Master Servicer

**and**

**WELLS FARGO BANK, N.A.**

**as a Custodian**

**Dated as of**

**October 1, 2005**

**TABLE OF CONTENTS**

__Page__

ARTICLE I DEFINITIONS

1

Section 1.01

Standard Terms.

1

Section 1.02

Defined Terms.

2

ARTICLE II FORMATION OF TRUST; CONVEYANCE
OF MORTGAGE LOANS

23

Section 2.01

Conveyance to the Trustee.

23

Section 2.02

Acceptance by the Trustee.

24

Section 2.03

REMIC Elections and REMIC Interests
Designations.

24

ARTICLE III REMITTING TO
CERTIFICATEHOLDERS

29

Section 3.01

Distributions to
Certificateholders.

29

Section 3.02

Allocation of Realized Losses and
Shortfalls.

36

Section 3.03

The Separate Interest Trust.
(a)

38

Section 3.04

Basis Risk Reserve Fund.

38

Section 3.05

The Interest Rate Cap
Agreement.

40

ARTICLE IV THE SECURITIES

41

Section 4.01

The Certificates.

41

Section 4.02

Denominations.

41

Section 4.03

Redemption of Certificates.

42

Section 4.04

Securities Laws Restrictions.

43

ARTICLE V MISCELLANEOUS
PROVISIONS

43

Section 5.01

Request for Opinions.

43

Section 5.02

Schedules and Exhibits.

43

Section 5.03

Governing Law.

43

Section 5.04

Counterparts.

43

Section 5.05

Notices.

44

**SCHEDULES AND EXHIBITS**

Schedule I

Mortgage Loans

Schedule II

Master Loan Purchase Agreements related
to the Mortgage Loans acquired through the Conduit
Program

Schedule III

PAC Scheduled Amounts

Exhibit A

Forms of Certificates

**MASTER SERVICING AND TRUST
AGREEMENT**

THIS MASTER SERVICING AND TRUST AGREEMENT
(this “ __Trust Agreement__ ”), dated as of October
1, 2005, is hereby executed by and among GS MORTGAGE SECURITIES
CORP., a Delaware corporation (the “ __Depositor__
”), WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the
“ __Trustee__ ”) under this Trust Agreement,
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as securities
administrator (in such capacity, the “ __Securities
Administrator__ ”) and a custodian (in such capacity, a
“ __Custodian__ ”), WELLS FARGO BANK, N.A., as a
custodian (in such capacity, a “ __Custodian__ ”)
and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as master servicer
(the “ __Master Servicer__ ”). All of the
provisions of the Standard Terms to Master Servicing and Trust
Agreement (October 2005 Edition) (the “Standard
Terms”), unless otherwise specified herein, are hereby
incorporated herein by reference and shall be a part of this Trust
Agreement as if set forth herein in full .

**PRELIMINARY STATEMENT**

The Board of Directors of the Depositor
has duly authorized the formation of GSR Mortgage Loan Trust
2005-8F as a trust (the “ __Trust__ ”) to issue a
series of securities with an aggregate initial outstanding
principal balance of $957,479,840.86 to be known as the Mortgage
Pass-Through Certificates, Series 2005-8F (the “
__Certificates__ ”). The Trust is formed by this
Trust Agreement. The Certificates in the aggregate evidence
the entire beneficial ownership in the Trust. The
Certificates consist of the Classes set forth herein.

Pursuant to Section 12.01 of the Standard
Terms, the Securities Administrator, on behalf of the Trustee,
shall make an election to treat all of the Trust Estate (exclusive
of the Separate Interest Trust) as three real estate mortgage
investment conduits (each, a “ __REMIC__ ” and,
individually, “ __REMIC I-1__ ,” “ __REMIC
I-2__ ” and “ __REMIC I-3__ ”) for federal
income tax purposes. The “startup day” of each
REMIC for purposes of the REMIC Provisions is the Closing
Date.

For purposes of naming the REMIC
Interests and the Certificates, the first character
(“1,” “2,” “3,”
“4,” “5,” “6” or
“7”), if any, refers to the Collateral Group; the
second character (“A” or “B”), if any,
refers to the status of the interest (“A” for senior or
“B” for subordinate) and the final character
(“1,” “2,” “3,”
“4,” “5,” “6,” “7,”
“8,” “P,” “R” or
“X”) refers to the specific Class.

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

**ARTICLE I**

DEFINITIONS

**Section 1.01**

**Standard Terms.**

The Depositor, the Trustee, the
Securities Administrator, each Custodian and the Master Servicer
acknowledge that the Standard Terms prescribe certain obligations
of each such entity with respect to the Certificates. The
Depositor, the Trustee, the Securities Administrator, each
Custodian and the Master Servicer agree to observe and perform such
prescribed duties, responsibilities and obligations, pursuant to
the terms and conditions thereof and of this Trust Agreement, and
acknowledge that, except to the extent inconsistent with the
provisions of this Trust Agreement, the Standard Terms are and
shall be a part of this Trust Agreement to the same extent as if
set forth herein in full.

Pursuant to Section 2.02(f) of the
Standard Terms, the Depositor acknowledges the appointment of each
Custodian and agrees to deliver, or cause to be delivered, to each
Custodian all Mortgage Loan documents that are to be included in
the Trustee Mortgage Loan File for each Mortgage Loan for which
such Custodian shall act as custodian. The Depositor and each
Custodian acknowledge that, pursuant to the Custodial Agreement and
in connection with the formation of the Trust, the Depositor hereby
assigns the Custodial Agreement to the Trustee and agrees to cause
a receipt to be issued in the name of the Trustee. The
Securities Administrator hereby agrees to pay the fees and expenses
of each Custodian pursuant to the terms of a separate agreement
between such Custodian and the Securities Administrator and the
payment of such fees and expenses (as set forth in such separate
agreement) shall be the sole obligation of the Securities
Administrator.

**Section 1.02**

**Defined Terms.**

Capitalized terms used but not defined
herein shall have the respective meanings assigned to them in
Section 1.01 of the Standard Terms or in the applicable Sale and
Servicing Agreement. In the event of a conflict between the
Standard Terms and the applicable Sale and Servicing Agreement,
such Sale and Servicing Agreement shall govern. In the event
of a conflict between the Standard Terms and this Trust Agreement,
this Trust Agreement shall govern. In addition, the following
provisions shall govern the defined terms set forth below for this
Trust Agreement:

“ __Accrued Certificate
Interest__ “: Interest to be distributed to each
Class of Certificates on any Distribution Date consisting of the
sum of (i) interest accrued during the related Interest Accrual
Period at the applicable Certificate Rate for such Class of
Certificates on the Certificate Balance (or Notional Amount) of
such Class of Certificates immediately preceding such Distribution
Date and (ii) accrued but unpaid Accrued Certificate Interest from
prior Distribution Dates (on a cumulative basis, but without
interest on such unpaid Accrued Certificate Interest).

“ __Aggregate Subordinate
Percentage__ “: For any Certificate Group at any
time, the sum of the Class Principal Balances of the Subordinate
Certificates divided by the sum of the outstanding principal
balances for all the Mortgage Loans in the related Collateral
Groups (other than the Applicable Fractions thereof allocable to
the Class A-P Certificates).

“ __Applicable Fraction__
”: For each Mortgage Loan and REMIC I-1, shall be calculated
as follows: ** **

·

For Collateral Group P and each Group 1
Discount Loan:

__5.00% __*minus* the Net Rate on
such Discount Loan

5.00%;

·

For Collateral Group 1 and each Group 1
Discount Loan:

__the Net Rate on such Discount
Loan__

5.00%;

·

For Collateral Group 1 and each Mortgage
Loan in Loan Group 1 with a Net Rate greater than or equal to 5.00%
per annum, but less than 5.50% per annum:

__5.50% __*minus* the Net Rate on
such Mortgage Loan

0.50%

·

For Collateral Group 2 and each Mortgage
Loan in Loan Group 1 with a Net Rate greater than or equal to 5.00%
per annum, but less than 5.50% per annum:

1 *minus* é __5.50% __*minus* the Net Rate on such Mortgage
Loan __ù__

ë
05.0%
û

·

For Collateral Group 2 and each Mortgage
Loan in Loan Group 1 with a Net Rate greater than or equal to 5.50%
per annum, but less than 6.00% per annum:

__6.00% __*minus* the Net Rate on
such Mortgage Loan

0.50%

·

For Collateral Group 3 and each Mortgage
Loan in Loan Group 1 with a Net Rate greater than or equal to 5.50%
per annum, but less than 6.00% per annum:

1 *minus* é __6.00% __*minus* the Net Rate on such Mortgage
Loan ù

ë
0.50%
û

·

For Collateral Group 3 and each Mortgage
Loan in Loan Group 1 with a Net Rate greater than or equal to 6.00%
per annum, but less than 7.50% per annum:

__7.50% __*minus* the Net Rate on
such Mortgage Loan

1.50%;

·

For Collateral Group 5 and each Mortgage
Loan in Loan Group 1 with a Net Rate greater than or equal to 6.00%
per annum, but less than 7.50% per annum:

1 *minus* é __7.50% __*minus* the Net Rate on such Mortgage
Loan ù

ë
150.0%
û

·

For Collateral Group P and each Group 2
Discount Loan:

__4.50% __*minus* the Net Rate on
such Discount Loan

4.50%;

·

For Collateral Group 6 and each Group 2
Discount Loan:

__the Net Rate on such Discount
Loan__

5.00%;

·

For Collateral Group 6 and each Mortgage
Loan in Loan Group 2 with a Net Rate greater than or equal to 4.50%
per annum, but less than 5.50% per annum:

__5.50% __*minus* the Net Rate on
such Mortgage Loan

1.00%;

·

For Collateral Group 7 and each Mortgage
Loan in Loan Group 1 with a Net Rate greater than or equal to 6.00%
per annum, but less than 7.50% per annum:

1 *minus* é __7.50% __*minus* the Net Rate on such Mortgage
Loan ù

ë
1.00%
û

·

For Collateral Group 2 and each Mortgage
Loan in Loan Group 3 with a Net Rate greater than or equal to 5.50%
per annum, but less than 6.00% per annum:

__6.00% __*minus* the Net Rate on
such Mortgage Loan

0.50%;

·

For Collateral Group 4 and each Mortgage
Loan in Loan Group 3 with a Net Rate greater than or equal to 5.50%
per annum, but less than 6.00% per annum:

1 *minus* é __6.00% __*minus* the Net Rate on such Mortgage
Loan ù

ë
0.50%
û

·

For Collateral Group 4 and each Mortgage
Loan in Loan Group 3 with a Net Rate greater than or equal to 6.00%
per annum, but less than 7.50% per annum:

__7.50% __*minus* the Net Rate on
such Mortgage Loan

1.50%;

·

For Collateral Group 5 and each Mortgage
Loan in Loan Group 3 with a Net Rate greater than or equal to 6.00%
per annum, but less than 7.50% per annum:

1 *minus* é __7.50% __*minus* the Net Rate on such Mortgage
Loan ù

ë
1.50%
û

·

For Collateral Group 5 and each Mortgage
Loan in Loan Group 1 with a Net Rate greater than or equal to
7.50%, 100%.

·

For Collateral Group 7 and each Mortgage
Loan in Loan Group 2 with a Net Rate greater than or equal to
5.50%, 100%.

“ __A-P Principal Distribution
Amount__ “: For Collateral Group P and any
Distribution Date, the sum of:

(1)

the Applicable Fractions for the Class
A-P Certificates of items (1), (2) and (3) of the definition of
Principal Payment Amount;

(2)

the Applicable Fractions for the Class
A-P Certificates of all Payoffs and Curtailments for each Mortgage
Loan contributing to Collateral Group P that were received during
the preceding calendar month or received during the period
beginning on and including the second day of the preceding calendar
month and ending on and including the first day of the then current
calendar month (as provided in the applicable Servicing Agreement);
and

(3)

the Applicable Fractions for the Class
A-P Certificates of the principal portion of the Liquidation
Principal for each Liquidated Mortgage Loan contributing to
Collateral Group P.

“ __Apportioned Principal
Balance__ ”: For any Class of Subordinate
Certificates and any Distribution Date, the Class Principal Balance
of such Class immediately prior to such Distribution Date
multiplied by a fraction, the numerator of which is the related
Group Subordinate Amount for such date and the denominator of which
is the sum of the Group Subordinate Amounts for such
date.

“ __Assignment Agreements__
”: (i) The Assignment, Assumption and Recognition
Agreement dated as of October 1, 2005, by and among GSMC, the
Depositor and Bank of America, National Association
(“BofA”), as seller and as servicer, (ii) the
Assignment, Assumption and Recognition Agreement dated as of
October 1, 2005, by and among the Depositor, the Trustee and BofA,
and as Acknowledged by the Master Servicer; (iii) the Assignment,
Assumption and Recognition Agreement dated as of October 1, 2005,
by and among GSMC, the Depositor and Countrywide Home Loans
Servicing LP (“Countrywide Servicing”), as servicer,
(iv) the Assignment, Assumption and Recognition Agreement dated as
of October 1, 2005, by and among GSMC, the Depositor, BofA, as
seller, and Countrywide Home Loans, Inc.
(“Countrywide”), as seller, (v) the Assignment,
Assumption and Recognition Agreement dated as of October 1, 2005,
by and among the Depositor, the Trustee, BofA and Countrywide,, and
as Acknowledged by the Master Servicer; (vi)the Assignment,
Assumption and Recognition Agreement dated as of October 1, 2005,
by and among GSMC, the Depositor and GMAC Mortgage Corporation
(“GMAC”), as seller and servicer, (vii) the Assignment,
Assumption and Recognition Agreement dated as of October 1, 2005,
by and among the Depositor, the Trustee and GMAC, and as
Acknowledged by the Master Servicer; (viii) the Assignment,
Assumption and Recognition Agreement dated as of October 1, 2005,
by and among GSMC, the Depositor and GreenPoint Mortgage Funding,
Inc. (“GreenPoint”), as seller and servicer, (ix) the
Assignment, Assumption and Recognition Agreement dated as of
October 1, 2005, by and among the Depositor, the Trustee and
GreenPoint, and as Acknowledged by the Master Servicer; (x) the
Assignment, Assumption and Recognition Agreement dated as of
October 1, 2005, by and among GSMC, the Depositor and IndyMac Bank,
F.S.B. (“IndyMac”), as seller and servicer; (xi) the
Assignment, Assumption and Recognition Agreement dated as of
October 1, 2005, by and among the Depositor, the Trustee and
IndyMac, and as Acknowledged by the Master Servicer; (xii) the
Assignment, Assumption and Recognition Agreement dated as of
October 1, 2005, by and among GSMC, the Depositor and National City
Mortgage Co. (“National City”), as seller and servicer,
(xiii) the Assignment, Assumption and Recognition Agreement dated
as of October 1, 2005, by and among the Depositor, the Trustee and
IndyMac, and as Acknowledged by the Master Servicer; (xiv) the
Assignment, Assumption and Recognition Agreement dated as of
October 1, 2005, by and among GSMC, the Depositor and SunTrust
Mortgage, Inc. (“SunTrust”), as servicer; (xv) the
Assignment, Assumption and Recognition Agreement dated as of
October 1, 2005, by and among the Depositor, the Trustee and
SunTrust, and as Acknowledged by the Master Servicer; (xvi) the
conduit Assignment, Assumption and Recognition Agreement dated as
of October 28, 2005, by and among GSMC, the Depositor and
Countrywide Servicing and (xvii) the Conduit Assignment,
Assumption and Recognition Agreement dated as of October 28, 2005,
by and between the Depositor and the Trustee and as acknowledged by
the Master Servicer.

“ __Available Distribution
Amount__ ”: For any Distribution Date and any
Collateral Group, the sum of the Applicable Fractions for each
Mortgage Loan contributing to such Collateral Group of the
following amounts:

(1)

the total amount of all cash received
from or on behalf of the Mortgagors or advanced by the applicable
Servicer (or the Master Servicer in the event the applicable
Servicer fails to make such required advances, or by the Securities
Administrator in the event the Master Servicer fails to make any
such required advances, in each case pursuant to Section 3.05 of
the Standard Terms) on the Mortgage Loans contributing to such
Collateral Group and not previously distributed (including P&I
Advances made by such Servicer (or by the Master Servicer in the
event the applicable Servicer fails to make such required advances,
or by the Securities Administrator in the event the Master Servicer
fails to make any such required advances, in each case pursuant to
Section 3.05 of the Standard Terms), Compensating Interest Payments
made by such Servicer (or the Master Servicer) and proceeds of
Mortgage Loans that are liquidated), except:

(a)

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

(b)

all Curtailments received after the
previous calendar month;

(c)

all Payoffs received after the previous
calendar month (together with each interest payment received with
such Payoffs to the extent that it represents the payment of
interest accrued on the Mortgage Loans contributing to such
Collateral Group for the period after the previous calendar month)
(together with each interest payment received with such Payoffs to
the extent that it represents the payment of interest accrued on
the Mortgage Loans contributing to such Collateral Group for the
period after the first day of the current calendar
month);

(d)

Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds received on the Mortgage Loans
contributing to such Collateral Group after the previous calendar
month;

(e)

all amounts in the Certificate Account
from Mortgage Loans contributing to such Collateral Group that are
then due and payable to the applicable Servicer under the related
Sale and Servicing Agreement;

(f)

the Servicing Fee and the Master
Servicing Fee for each Mortgage Loan in such Group, net of any
amounts payable as compensating interest by the applicable Servicer
on that Distribution Date;

(g)

any amounts payable in respect of any
primary mortgage insurance policy;

(h)

all related indemnification amounts and
other amounts reimbursable on such Distribution Date to the
Securities Administrator or the Trustee or the Master
Servicer;

(i)

all expenses of the Trust Estate paid
after the immediately preceding Distribution Date; and

(j)

any Fair Market Value Excess remaining
after the optional termination of the Trust Estate pursuant to
Section 4.03; and

(2)

the total amount of any cash received by
the Securities Administrator or the applicable Servicer (or the
Master Servicer) from the repurchase by the applicable Loan Seller
of any Mortgage Loans contributing to such Collateral Group as a
result of defective documentation or breach of representations and
warranties ( *provided* that the obligation to repurchase
arose before the related Due Date); *provided* *further*
that the Available Distribution Amount for REMIC I-2 and REMIC I-3
shall be the amounts distributed by REMIC I-1 and REMIC I-2,
respectively.

*provided that* interest with respect to any Mortgage Loan that
relates to two Collateral Groups shall be included in the Available
Distribution Amount for each related Collateral Group as follows:
*first* , to the Collateral Group with the lower Effective Net
Rate, interest to the extent accrued on the Applicable Fraction of
the principal of such Mortgage Loan at the Effective Net Rate for
such Collateral Group; and *second* , to the other Collateral
Group related to such Mortgage Loan.

“ __B Average Rate__ ”:
For each Distribution Date, an annual rate equal to the
weighted average of the Designated Rates applicable to each
Collateral Group, weighted on the basis of the Group Subordinate
Amounts for the Collateral Groups.

“ __Basis Risk Reserve Fund__
”: A fund created as part of the Separate Interest
Trust pursuant to Section 3.04 of this Agreement, which is not an
asset of any REMIC or of the Trust Estate.

“ __Basis Risk Shortfalls__
”: For the Class 3A-2 Certificates and any
Distribution Date, the excess, if any, of the aggregate amount of
interest that such Classes would have been entitled to receive if
the Certificate Rate for each such Class was calculated without
regard to the Maximum Rate for such Certificates, over the actual
aggregate amount of interest such Classes are entitled to receive
for such Distribution Date.

“ __BofA__ ”: Bank
of America, National Association, or any successor in
interest.

“ __Book-Entry Certificates__
”: The Senior Certificates and the Senior Subordinate
Certificates.

“ __Certificate Balance__
”: As to any Class of Certificates (other than any
Interest Only Certificate) or Interests as of the close of business
on each Distribution Date, the initial Certificate Balance thereof
(as shown on the charts in Section 2.03) reduced by (i) all
principal payments previously distributed to such Class and (ii)
all Realized Losses previously allocated to such Class and
increased (a) in the case of any Class of Certificates for which
the Certificate Balance thereof has been reduced by any Realized
Loss, by the amount of any Subsequent Recoveries allocated to such
Class in accordance with Section 3.02(e) and (b) in the case of any
Accrual Certificates, by any Accrued Certificate Interest
previously added to the Certificate Balance thereof.

“ __Certificate Group__ ”:
The Group 1 Certificates, the Group 2 Certificates, the Group
3 Certificates, the Group 4 Certificates, the Group 5 Certificates,
the Group 6 Certificates and the Group 7 Certificates, as
applicable.

“ __Certificate Rate__ ”:
With respect to each Class of Certificates on any
Distribution Date, the percentage *per* *annum* or other
entitlement to interest described in Section 2.03. With
respect to each REMIC Interest on any Distribution Date, the
Certificate Rates described in Section 2.03.

“ __Certificates__ ”:
The Class 1A-1, Class 2A-1, Class 2A-2, Class 2A-3, Class
2A-4, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-8, Class 3A-1,
Class 3A-2, Class 3A-3, Class 3A-4, Class 3A-5, Class 3A-6, Class
3A-7, Class 4A-1, Class 5-A1, Class 5A-2, Class 6A-1, Class 7A-1,
Class A-P, Class A-X, Class B1, Class B2, Class B3, Class B4, Class
B5, Class B6, Class C, Class R1, Class R2 and Class X
Certificates.

“ __Class__ ”: Each
Class of Certificates or REMIC Interests.

“ __Class 3A-3 Notional Amount__
”: With respect to each Distribution Date, an amount
equal to the Class Principal Balance of the Class 3A-2 Certificates
on such Distribution Date.

“ __Class 5A-2 Notional Amount__
”: With respect to each Distribution Date, an amount
equal to the Class Principal Balance of the Class 5A-1 Certificates
on such Distribution Date.

“ __Class A Certificates__
”: The Class 1A-1, Class Class 2A-1, Class 2A-2, Class
2A-3, Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-8,
Class 3A-1, Class 3A-2, Class 3A-3, Class 3A-4, Class 3A-5, Class
3A-6, Class 3A-7, Class 4A-1, Class 5A-1, Class 5A-2, Class 6A-1,
Class 7A-1, Class A-P and Class A-X Certificates.

“ __Class A-X Notional Amoun__
t”: Initially shall be $2,783,432.00 and for each
Distribution Date after the Closing Date shall equal to the sum of
the Component Notional Amounts of the Class A-X(1) Component and
the Class A-X(2) Component.

“ __Class B Certificates__
”: The Class B1, Class B2, Class B3, Class B4, Class B5
and Class B6 Certificates.

“ __Closing Date__ ”:
October 28, 2005.

“ __Collateral Group__ ”:
Collateral Group P, Collateral Group 1, Collateral
Group 2, Collateral Group 3, Collateral Group 4, Collateral Group
5, Collateral Group 6 and Collateral Group 7, as
applicable.

“ __Collateral Group P__
”: The portions of Discount Loans in Subgroup 1-P and
Subgroup 2-P that have been stripped to an Effective Net Rate of
0.00%.

“ __Collateral Group 1__
”: The Mortgage Loans in Subgroup 1-P and Subgroup 1-A or
portions thereof that have been stripped to an Effective Net Rate
of 5.00%.

“ __Collateral Group 2__
”: The Mortgage Loans in Subgroup 1-A, Subgroup 1-B and
Subgroup 3-A or portions thereof that have been stripped to an
Effective Net Rate of 5.50%.

“ __Collateral Group 3__
”: The Mortgage Loans in Subgroup 1-B and Subgroup 1-C or
portions thereof that have been stripped to an Effective Net Rate
of 6.00%.

“ __Collateral Group 4__
”: The Mortgage Loans in Subgroup 3-A and Subgroup 3-B or
portions thereof that have been stripped to an Effective Net Rate
of 6.00%.

“ __Collateral Group 5__
”: The Mortgage Loans in Subgroup 1-C, Subgroup 1-D and
Subgroup 3-B or portions thereof that have been stripped to an
Effective Net Rate of 7.50% and any Mortgage Loan with an Effective
Net Rate greater than or equal to 7.50%.

“ __Collateral Group 6__
”: The Mortgage Loans in Subgroup 2-P and Subgroup 2-A or
portions thereof that have been stripped to an Effective Net Rate
of 4.50%.

“ __Collateral Group 7__
”: The Mortgage Loans in Subgroup 2-A and Subgroup 2-B or
portions thereof that have been stripped to an Effective Net Rate
of 5.50%.

“ __Component Notional Amount__
” means, (a) for the A-X(1) Component, initially $115,284.56,
and for each Distribution Date after the Closing Date, the product
of (1) a fraction, the numerator of which is the weighted average
of the Net Rates of the Premium Loans at the beginning of the
related Due Period *minus* 7.50% and the denominator of which
is 6.00% and (2) the total principal balance of the Group 1 Premium
Loans as of the first day of the related Interest Accrual Period;
and (b) for the A-X(2) Component, initially $2,668,147.85 and for
each Distribution Date after the Closing Date, the product of (1) a
fraction, the numerator of which is the weighted average of the Net
Rates of the Group 2 Premium Loans at the beginning of the related
Due Period *minus* 5.50% and the denominator of which is 6.00%
and (2) the total principal balance of the Premium Loans as of the
first day of the related Interest Accrual Period.

“ __Conduit Program__ ”:
GSMC’s mortgage conduit program, through which mortgage
loans are acquired from time to time from various banks, savings
and loan associations, mortgage bankers and other mortgage loan
originators and purchasers of mortgage loans in the secondary
market.

“ __Corresponding Class__
”: For each Class of REMIC Interests or Certificates,
the Class or Classes indicated as such in the tables set forth in
Section 2.03.

“ __Countrywide__ ”:
Countrywide Home Loans, Inc., or any successor in
interest.

“ __Countrywide Servicing__
”: Countrywide Home Loans Servicing LP, or any
successor in interest.

“ __Credit Support Depletion
Date__ ”: The first Distribution Date (if any) on
which the aggregate Certificate Balance of the Subordinate
Certificates has been or will be reduced to zero.

“ __Current Realized Loss__
“: For the Class A-P Certificates and each Distribution
Date, the sum of the related Applicable Fraction of Realized Losses
realized during the preceding calendar month on each Discount
Loan.

“ __Current Shortfall__ ”:
Any amount included in the Principal Distribution Amount for
which cash is not available to make distributions as a result of
the Servicer’s decision not to Advance a delinquent payment,
other than a Realized Loss.

“ __Curtailment__ ”:
Any partial prepayment on any Mortgage Loan.

“ __Custodian__ ”:
Each of JPMorgan Chase Bank and Wells Fargo, in their
respective capacities as a custodian under the Custodial
Agreement.

“ __Custodial Agreement__
”: The Master Custodial Agreement, dated as of October
1, 2005 among GSMC, each Custodian and each Servicer.

“ __Cut-Off Date__ ”:
October 1, 2005.

“ __Deferred Principal Amount__
“: For the Class A-P Certificates, the cumulative
amount of current Realized Losses allocated to such Class on prior
Distribution Dates, minus all amounts reimbursed from amounts
otherwise payable on the Subordinate Certificates.

“ __Depositor__ ”:
GS Mortgage Securities Corp., in its capacity as depositor
under this Trust Agreement.

“ __Designated Rate__ ”:
With respect to Collateral Group 1, 5.00% per annum. With
respect to Collateral Group 2, 5.50% per annum. With respect
to Collateral Group 3, 6.00% per annum. With respect to
Collateral Group 4, 6.00% per annum. With respect to
Collateral Group 5, 7.50% per annum. With respect to
Collateral Group 6, 4.50% per annum. With respect to
Collateral Group 7, 5.50% per annum.

“ __Discount Loan__ ”:
Any Group 1 Discount Loan or Group 2 Discount
Loan.

“ __Distribution Date__ ”:
The 25th day of each month, or if such day is not a Business
Day, the next Business Day following such day. The initial
Distribution Date shall be September 25, 2005.

“ __Due Date__ ”:
For any Mortgage Loan, the first day in each calendar
month.

“ __Due Period__ ”:
For any Distribution Date, the period beginning on the second
day of the month immediately preceding the month in which such
Distribution Date occurs and ending on the first day of the month
in which such Distribution Date occurs.

“ __Fair Market Value Excess__
”: An amount equal to the excess, if any, of (i) the
amount in clause (b) of the definition of “Termination
Price”, over (i) the amount in clause (a) of the definition
of “Termination Price”.

“ __Fitch__ ”: Fitch
Ratings, or any successor in interest.

“ __GMAC__ ”: GMAC
Mortgage Corporation, or any successor in interest.

“ __GreenPoint__ ”:
GreenPoint Mortgage Funding, Inc.

“ __Group 1 Certificate__
”: Any Class 1A-1 Certificate.

“ __Group 1 Discount Loan__
”: Any Mortgage Loan in Loan Group 1 with a Net Rate
less than 5.00% per annum.

“ __Group 1 Mortgage Loan__
”: Any Mortgage Loan in Loan Group 1.

“ __Group 2 Certificate__
”: Any Class 2A-1, Class 2A-2, Class 2A-3, Class 2A-4,
Class 2A-5, Class 2A-6, Class 2A-7 or Class 2A-8
Certificate.

“ __Group 2 Discount Loan__
”: Any Mortgage Loan in Loan Group 2 with a Net Rate
less than 4.50%.

“ __Group 2 Mortgage Loan__
” Any Mortgage Loan in Loan Group 2.

“ __Group 2 NAS Percentage__
”: With respect to any Distribution Date, the lesser of (i)
100% and (ii) the percentage obtained by dividing (x) the aggregate
Class Principal Balance of the Class 2A-7 and Class 2A-8
Certificates immediately prior to such date by (y) the aggregate
Class Principal Balance of the 2A-1, Class 2A-2, Class 2A-3, Class
2A-4, Class 2A-5, Class 2A-6, Class 2A-7 and Class 2A-8
Certificates immediately prior to such date.

“ __Group 2 NAS Priority
Amount__ ”: With respect to any Distribution Date,
the lesser of (i) the sum of (x) the product of the Group 2 NAS
Percentage for such date, the NAS Scheduled Principal Percentage
for such date and the Scheduled Principal Amount for Collateral
Group 2 for such date and (y) the product of the Group 2 NAS
Percentage for such date, the NAS Prepayment Shift Percentage for
such date and the Unscheduled Principal Amount for Collateral Group
2 for such date and (ii) the aggregate Class Principal Balance of
the Class 2A-7 and Class 2A-8 Certificates immediately prior to
such date. Notwithstanding the foregoing, (i) on and after
the Credit Support Depletion Date, the Class 2A-7 and Class 2A-8
Certificates shall be entitled to their respective *pro rata*
shares of all scheduled and unscheduled payments of principal and
(ii) on the date on which the Class Principal Balance of all of the
Class 2A-1, Class 2A-2, Class 2A-3, Class 2A-4, Class 2A-5 and
Class 2A-6 Certificates have been reduced to zero, the Class 2A-7
and Class 2A-8 Certificates shall be entitled, *pro rata* , to
any remaining Senior Principal Distribution Amount for Collateral
Group 2 and thereafter, the Group 2 NAS Priority Amount shall equal
the Senior Principal Distribution Amount for Collateral Group
2.

“ __Group 3 Certificate__
”: Any Class 3A-1, Class 3A-2, Class 3A-3, Class 3A-4,
Class 3A-5, Class 3A-6 or Class 3A-7 Certificate.

“ __Group 3 Mortgage Loan__
” Any Mortgage Loan in Loan Group 3.

“ __Group 3(A) NAS Percentage__
”: With respect to any Distribution Date, the lesser of (i)
100% and (ii) the percentage obtained by dividing (x) the aggregate
Class Principal Balance of the Class 3A-6 and Class 3A-7
Certificates immediately prior to such date by (y) the aggregate
Class Principal Balance of the 3A-4, Class 3A-5, Class 3A-6 and
Class 3A-7 Certificates immediately prior to such date.

“ __Group 3(A) NAS Priority
Amount__ ”: With respect to any Distribution Date,
the lesser of (i) the sum of (x) the product of the Group 3(A) NAS
Percentage for such date, the NAS Scheduled Principal Percentage
for such date and 87.6557840058% of the Scheduled Principal Amount
for Collateral Group 3 and such date and (y) the product of the
Group 3(A) NAS Percentage for such date, the NAS Prepayment Shift
Percentage for such date and 87.6557840058% of the Unscheduled
Principal Amount for Collateral Group 3 and such date and (ii) the
aggregate Class Principal Balance of the Class 3A-4, Class 3A-5,
Class 3A-6 and Class 3A-7 Certificates immediately prior to such
date. Notwithstanding the foregoing, (i) on and after the
Credit Support Depletion Date, the Class 3A-6 and Class 3A-7
Certificates shall be entitled to their respective *pro rata*
shares of all scheduled and unscheduled payments of principal and
(ii) on the date on which the aggregate Class Principal Balance of
the Class 3A-4 and Class 3A-5 Certificates has been reduced to
zero, the Class 3A-6 and Class 3A-7 Certificates shall be entitled,
*pro rata* , to any remaining Senior Principal Distribution
Amount for Collateral Group 3 allocable to the Class 3A-4 or Class
3A-5 Certificates and thereafter, the Group 3(A) NAS Priority
Amount shall equal 87.6557840058% of the Senior Principal
Distribution Amount for Collateral Group 3.

“ __Group 3(B) NAS Percentage__
”: With respect to any Distribution Date, the lesser of (i)
100% and (ii) the percentage obtained by dividing (x) the aggregate
Certificate Balance of the Class 3A-1 Certificates immediately
prior to such date by (y) the aggregate Certificate Balance of the
3A-1 and Class 3A-2 Certificates immediately prior to such
date.

“ __Group 3(B) NAS Priority
Amount__ ”: With respect to any Distribution Date,
the lesser of (i) the sum of (x) the product of the Group 3(B) NAS
Percentage for such date, the NAS Scheduled Principal Percentage
for such date and 12.3442159942% of the Scheduled Principal Amount
for Collateral Group 3 and such date and (y) the product of the
Group 3 NAS Percentage for such date, the NAS Prepayment Shift
Percentage for such date and 12.3442159942% of the Unscheduled
Principal Amount for Collateral Group 3 and such date and (ii) the
aggregate Class Principal Balance of the Class 3A-1 and Class 3A-2
Certificates immediately prior to such date. Notwithstanding
the foregoing, (i) on and after the Credit Support Depletion Date,
the Class 3A-1 Certificates shall be entitled to their *pro
rata* share of all scheduled and unscheduled payments of
principal and (ii) on the date on which the Class Principal Balance
of the Class 3A-2 Certificates has been reduced to zero, the Class
3A-1 Certificates shall be entitled to any remaining Senior
Principal Distribution Amount for Collateral Group 3 allocable to
the Class 3A-2 Certificates and thereafter, the Group 3(B) NAS
Priority Amount shall equal 12.3442159942% of the Senior Principal
Distribution Amount for Collateral Group 3.

“ __Group 4 Certificate__
”: Any Class 4A-1 Certificate.

“ __Group 5 Certificate__
”: Any Class 5A-1 or Class 5A-2 Certificate.

“ __Group 6 Certificate__
”: Any Class 6A-1 Certificate.

“ __Group 7 Certificate__
”: Any Class 7A-1 Certificate.

“ __Group Subordinate Amount__
”: With respect to each Collateral Group and any
Distribution Date, the excess of the sum of the Applicable
Fractions of the Scheduled Principal Balance of the Mortgage Loans
contributing to such Collateral Group as of the beginning of the
related Due Period (other than the Applicable Fractions thereof
allocable to the Class A-P Certificates) over the total Certificate
Balance of the Senior Certificates of the related Certificate Group
(other than the Class A-P Certificates) immediately prior to such
Distribution Date.

“ __GSMC__ ”:
Goldman Sachs Mortgage Company, or any successor in
interest.

“ __IndyMac__ ”:
IndyMac Bank, F.S.B.

“ __Interest Accrual Period__
”: For any Distribution Date and any regular interest
in any REMIC created hereby or any Class of Certificates (other
than the Class 3A-2, Class 3A-3, Class 5A-1 and Class 5A-2, Class
A-P, Class C, Class R1, Class R2 and Class X Certificates) the
calendar month immediately preceding the calendar month in which
such Distribution Date occurs. For any Distribution Date and
the Class 3A-2, Class 3A-3, Class 5A-1 and Class 5A-2 Certificates
is the period beginning on and including the 25th day of the month
immediately preceding the month in which such Distribution Date
occurs and ending on and including the 24th day of the month in
which such Distribution Date occurs. The Class A-P, Class C,
Class R1, Class R2 and Class X Certificates shall not be entitled
to any interest.

“ __Interest Only Certificate__
”: Any Class 3A-3, Class 5A-2 or Class A-X
Certificate.

“ __Interest Rate Cap
Agreement__ ”: The interest rate cap agreement dated
October 24, 2005, by and between the Interest Rate Cap Counterparty
and GSMC, which was transferred by GSMC to GSMSC and transferred by
GSMSC to the Trustee on the Closing Date for the benefit of the
Holders of the Class 3A-2 Certificates pursuant to Section
3.05.

“ __Interest Rate Cap Amount__
”: For the Interest Rate Cap Agreement and any
Distribution Date, the amount, if any, to be paid by the Interest
Rate Cap Counterparty to the Trustee for the account of the
Separate Interest Trust pursuant to such Interest Rate Cap
Agreement, as calculated by the Interest Rate Cap Counterparty
based on information in the Distribution Date Statement delivered
to it pursuant to Section 4.01 of the Standard Terms.

“ __Interest Rate Cap
Counterparty__ ”: Goldman Sachs Mitsui Marine
Derivative Products, L.P.

“ __Interests__ ”:
Each Class of REMIC Interests.

“ __JPMorgan Chase__ ”:
JPMorgan Chase Bank, National Association, or any successor
in interest.

“ __Junior Subordinate
Certificates__ ”: The Class B4, Class B5 and Class B6
Certificates.

“ __Liquidation Principal__
”: For any Distribution Date, the principal portion of
Liquidation Proceeds received from each Mortgage Loan that became a
Liquidated Mortgage Loan during the calendar month preceding the
month of such Distribution Date.

“ __Loan Group 1__ ”:
The Mortgage Loans identified on Schedule I as being in Loan
Group 1.

“ __Loan Group 2__ ”:
The Mortgage Loans identified on Schedule I as being in Loan
Group 2.

“ __Loan Group 3__ ”:
The Mortgage Loans identified on Schedule I as being in Loan
Group 3.

“ __Loan Seller__ ”:
Each of BofA, Countrywide, GMAC, GreenPoint, IndyMac,
National City and SunTrust.

“ __Master Servicer__ ”:
JPMorgan Chase, in its capacity as Master Servicer, or any
successor master servicer.

“ __Master Servicing Fee__
”: With respect to any Distribution Date, all income
and gain realized from the investment of funds in the Master
Servicer Account during the period from and including the Servicer
Remittance Date relating to such Distribution Date, to but
excluding the Master Servicer Remittance Date relating to such
Distribution Date. Pursuant to a separate agreement, the
Master Servicer shall pay the Trustee fee and the Securities
Administrator fee from the Master Servicing Fee.

“ __Maximum Rate__ ”:
With respect to any Distribution Date and any Class of
Floating Rate Certificates, the amount set forth in the table in
footnote 6 to the table in Section 2.03(c).

“ __Mortgage Loans__ ”:
The mortgage loans identified on Schedule I
hereto.

“ __National City__ ”:
National City Mortgage Co., or any successor in
interest.

“ __NAS Prepayment Shift
Percentage__ ”: With respect to any Distribution Date
during the five years beginning on the first Distribution Date, 0%.
Thereafter, for any Distribution Date occurring on or after
the fifth anniversary of the first Distribution Date, as follows:
for any Distribution Date in the first year thereafter, 30%; for
any Distribution Date in the second year thereafter, 40%; for any
Distribution Date in the third year thereafter, 60%; for any
Distribution Date in the fourth year thereafter, 80%; and for any
subsequent Distribution Date, 100%.

“ __NAS Scheduled Principal
Percentage__ ”: With respect to any Distribution Date
during the five years beginning on the first Distribution Date, 0%.
Thereafter, for any Distribution Date occurring on or after
the fifth anniversary of the first Distribution Date,
100%.

“ __Net Rate__ ”:
With respect to each Mortgage Loan, the Note Rate of such
Mortgage Loan less the Servicing Fee Rate and the rate on any
primary mortgage insurance applicable to such Mortgage Loan.

“ __Non-AP Pool Balance__
”: For any Distribution Date and any Collateral Group
(other than Collateral Group P), the sum of the products, for each
Mortgage Loan contributing to such Collateral Group, of (i) the
Applicable Fraction for such Mortgage Loan in respect of such
Collateral Group and (ii) the outstanding principal balance of such
Mortgage Loan as of the Due Date of the month in which such
Distribution Date occurs.

“ __Note Rate__ ”:
For each Mortgage Loan, the rate at which the related
promissory note accrues interest. For purposes of calculating
the Certificate Rates on the Interests and Certificates, the Note
Rate of a Mortgage Loan shall be calculated without regard to any
modification, waiver or amendment of the interest rate of the
Mortgage Loan, whether agreed to by the Servicer or resulting from
a bankruptcy, insolvency or similar proceeding involving the
related Mortgagor.

“ __Notional Amount__ ”:
The Class 3A-3 Notional Amount, the Class 5A-2 Notional
Amount or the Class A-X Notional Amount, as applicable. The
Notional Amount is used to calculate distributions on the related
Class of Certificates, but is not a principal amount or other
amount to which a Certificateholder is entitled.

“ __PAC Scheduled Amount__
”: With respect to any Distribution Date and the Class
2A-2 and Class 2A-3 Certificates, the amount set forth on Schedule
III attached hereto for such Distribution Date and such Classes.

“ __P&I Certificates__
”: All Classes of Certificates other than the Class
A-P, Class C and Class X Certificates, the Interest Only
Certificates and the Residual Certificates.

“ __Payoffs__ ”: Any
prepayment in full on any Mortgage Loan.

“ __Prepayment Period__ ”:
With respect to each Distribution Date, the preceding
calendar month.

“ __Principal Distribution
Amount__ ”: For each Collateral Group and any
Distribution Date, the sum of:

(1)

the Principal Payment Amount for such
Collateral Group;

(2)

the Principal Prepayment Amount for such
Collateral Group; and

(3)

the Applicable Fraction for each Mortgage
Loan contributing to such Collateral Group of the Liquidation
Principal derived from such Mortgage Loan.

“ __Principal Only Certificate__
”: Any Class A-P Certificate.

“ __Principal Payment Amount__
”: For each Collateral Group (other than Collateral
Group P) and any Distribution Date, the sum of the products, for
each Mortgage Loan contributing to such Collateral Group, of (i)
the Applicable Fraction for such Mortgage Loan in respect of such
Collateral Group and (ii) the sum of the following
amounts:

(1)

the principal portion of Scheduled
Payments on such Mortgage Loan due on the related Due Date and
received or advanced during the related Due Period;

(2)

the principal portion of repurchase
proceeds received on such Mortgage Loan if such Mortgage Loan was
repurchased as permitted or required by this Trust Agreement during
the calendar month preceding the month of such Distribution
Date;

(3)

any other unscheduled payments of
principal which were received on such Mortgage Loan during the
preceding calendar month (or, with respect to Mortgage Loans
serviced by IndyMac, received during the period beginning on and
including the second day of the preceding calendar month and ending
on and including the first day of the current calendar month),
other than Payoffs, Curtailments, or Liquidation Principal;
and

(4)

current Realized Losses and Deferred
Principal Amounts, to the extent of the amount available from the
related Subordinate Principal Distribution Amount.

“ __Principal Prepayment
Amount__ ”: For any Distribution Date and any
Collateral Group (other than Collateral Group P), the sum of the
products, for each Mortgage Loan contributing to such Collateral
Group, of (i) the Applicable Fraction for such Mortgage Loan in
respect of such Collateral Group and (ii) all Payoffs and
Curtailments for such Mortgage Loan that were received during the
preceding calendar month or received during the period beginning on
and including the second day of the preceding calendar month and
ending on and including the first day of the current calendar month
(as specified in the related Servicing Agreement).

“ __Private Certificates__
”: The Junior Subordinate Certificates.

“ __Qualified Institutional
Buyer__ ”: Any “qualified institutional
buyer” as defined in clause 7(a) of Rule 144A promulgated
under the Securities Act.

“ __Rating Agency__ ”:
Each of Fitch and S&P.

“ __Record Date__ ”:
For each Class of Certificates, the last Business Day of the
related Interest Accrual Period.

“ __REMIC__ ”: As
specified in the preliminary statement.

“ __REMIC Certificates__
”: Each Class of Certificates issued by REMIC I-3
pursuant to Section 2.03 and the Class R1 and Class R2
Certificates.

“ __REMIC Interests__ ”:
Each Class of REMIC interests issued pursuant to Section
2.03.

“ __REMIC I-1__ ”:
One of the real estate mortgage investment conduits created
hereunder, which consists of the Mortgage Loans and the REMIC I-1
Distribution Account.

“ __REMIC I-1 Regular
Interests__ ”: The regular interests issued by REMIC
I-1 as specified in Section 2.03.

“ __REMIC I-2__ ”:
One of the real estate mortgage investment conduits created
hereunder, which consists of the REMIC I-1 Regular Interests and
the REMIC I-2 Distribution Account.

“ __REMIC I-2 Regular
Interests__ ”: The regular interests issued by REMIC
I-2 as specified in Section 2.03.

“ __REMIC I-3__ ”:
One of the real estate mortgage investment conduits created
hereunder, which consists of the REMIC I-2 Regular Interests and
the REMIC I-3 Distribution Account.

“ __REMIC I-3 Regular
Interests__ ”: The regular interests issued by REMIC
I-3 as specified in Section 2.03.

“ __Remittance Date__ ”:
For each Mortgage Loan and any Distribution Date, as set
forth in the related Servicing Agreement.

“ __Residual Certificates__
”: The Class R1 and Class R2 Certificates.

“ __Rule 144A Certificates__
”: The Junior Subordinate Certificates.

“ __S&P__ ”:
Standard & Poor’s Ratings Services, a division of
The McGraw-Hill Companies.

“ __Sale and Servicing
Agreements__ ”: (i) The Flow Mortgage
Loan Sale and Servicing Agreement dated as of December 1, 2004
between GSMC and BofA, as seller and servicer; (ii) the Master
Mortgage Loan Purchase and Servicing Agreement dated as of April 1,
2003, as amended by Amendment No. 1 dated as of May 1, 2003, as
further amended by Amendment No. 2 dated as of June 1, 2003, as
further amended by Amendment No. 3 dated as of August 1, 2003, as
further amended by Amendment No. 4 dated as of April 14, 2004, as
further amended by Amendment No. 5 dated as of May 18, 2004, as
further amended by Amendment No. 6 dated as of June 30, 2004, and
as further amended by Amendment No. 7 dated as of October 1, 2004,
between Countrywide, as seller, and BofA, as purchaser; (iii) the
Assignment, Assumption and Recognition Agreement dated as of April
26, 2005, among GSMC, as purchaser, BofA, as seller, and
Countrywide Servicing, as servicer; (iv) Master Mortgage Loan
Purchase Agreement dated as of July 1, 2004 between GSMC, as
purchaser, and Countrywide, as seller; (v) Servicing Agreement
dated as of July 1, 2004, between GSMC, as purchaser, and
Countrywide Servicing, as servicer; (vi) Flow Sale and Servicing
Agreement dated as of March 1, 2005, between GSMC, as purchaser,
and GMACM, as seller and servicer; (vii) Master Purchase Agreement
dated as of April 1, 2004, as amended by Amendment No. 1, dated as
of August 1, 2004, between GSMC, as purchaser, and GreenPoint, as
seller; (vii) the Master Servicing Agreement dated as of April 1,
2004, as amended by Amendment No. 1, dated as of July 1, 2004,
between GSMC, as purchaser, and GreenPoint, as servicer; (ix) the
Master Mortgage Loan Purchase Agreement dated as of February 1,
2004, as amended by Amendment No. 1 dated as of December 1, 2004,
between GSMC, as purchaser, and IndyMac, as seller; (x) the
Servicing Agreement dated as of February 1, 2004, as amended by
Amendment No. 1 dated as of June 1, 2004, and as further amended by
Amendment No. 2 dated as of April 1, 2005, between GSMC, as
purchaser, and IndyMac, as servicer; (xi) Second Amended and
Restated Flow Seller’s Warranties and Servicing Agreement
dated as of May 1, 2004 and the related Warranty Bills of Sale,
dated August 11, 2005 and September 15, 2005, each between GSMC and
National City, as seller and servicer; (xii) Flow Sale and
Servicing Agreement dated as of February 1, 2004, as amended by
Amendment No. 1 dated as of June 1, 2004, and as further amended by
Amendment No. 2 dated as of November 1, 2004 between BofA, as
purchaser, and SunTrust, as seller and servicer and (xiii)
Assignment, Assumption and Recognition Agreement dated as of April
27, 2005, among GSMC, as purchaser, BofA, as seller, and SunTrust,
as servicer.

“ __Scheduled Final Distribution
Date__ ”: For each Class of Certificates, the
respective dates specified in Section 2.03(d).

“ __Scheduled Payments__
”: With respect to any Mortgage Loan, the monthly
payments of principal and interest payable by the related Mortgagor
pursuant to the related amortization schedule.

“ __Scheduled Principal Amount__
”: With respect to each Collateral Group and any
Distribution Date, an amount equal to the amount described in
clau