8-K

_________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

October 30, 2002

          GS Mortgage Securities Corp.          

(Exact Name of Registrant as Specified in its Charter)

         Delaware        
State or Other Jurisdiction
Of Incorporation) 333-89556
(Commission
File Number)   13-6357101  
(I.R.S. Employer
Identification No.)

85 Broad Street
New York, New York
(Address of Principal Executive Offices)
       10004     
(Zip Code)

Registrant’s telephone number, including area code:  (212) 902-1000

                                                    None                                                        

(Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events.¹

The Registrant registered issuances of Mortgage Pass-Through Certificates Series 2002-11F on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”), by a Registration Statement on Form S-3 (Registration File No. 333-89556) (the “Registration Statement”).  Pursuant to the Registration Statement, the Registrant issued $868,344,394 aggregate principal amount of Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class B1, Class B2, Class B3, Class A-P and Class A-X Certificates (the “Certificates”) on October 30, 2002.  This Current Report on Form 8-K is being filed to satisfy an undertaking, contained in the definitive Prospectus dated July 22, 2002, as supplemented by the Prospectus Supplement dated Octob er 28, 2002 (the “Prospectus Supplement”), to file a copy of the Trust Agreement (as defined below) and other operative agreements executed in connection with the issuance of the Certificates, a form of which was filed as an exhibit to the Registration Statement.

The Certificates were issued pursuant to a Trust Agreement (the “Trust Agreement”), attached hereto as Exhibit 4.5.1, dated as of October 1, 2002, among GS Mortgage Securities Corp., as depositor and JPMorgan Chase Bank, as Trustee.  The “Certificates” consist of the following classes: Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class B1, Class B2, Class B3, Class A-P, Class A-X, Class B4, Class B5 and Class B6 Certificates.  The Certificates evidence all of the beneficial ownership interest in a trust fund (the “Trust Fund”) that consists primarily of a pool of certain conventional, fixed rate, residential mortgage loans (the “Mortgage Loans”) with an aggregate outstanding principal balance of $873,585,810 as of October 1, 2002, together with certain other assets.  Capitalized terms used h erein and not otherwise defined shall have the meanings assigned to them in the Trust Agreement.

¹

Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to them in the Prospectus.

Item 7.  Financial Statements; Pro Forma Financial Information and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Exhibits:

1.1

Purchase Agreement, dated as of October 28, 2002, between Goldman, Sachs & Co. and GS Mortgage Securities Corp.

4.5.1

Trust Agreement, dated as of October 1, 2002, between GS Mortgage Securities Corp., as Depositor, and JPMorgan Chase Bank, as Trustee.

4.5.2

Standard Terms to the Trust Agreement (October 2002 Edition)

4.6

Form of Mortgage Pass-Through Certificate (included as part of Exhibit 4.5.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GS MORTGAGE SECURITIES CORP.

By: /s/ Marvin J. Kabatznick                   

      Name: Marvin J. Kabatznick
      Title:   CEO

Dated:  October 30, 2002

EXHIBIT INDEX

Exhibit No.

Description

Page No.

1.1

Purchase Agreement, dated as of October 28, 2002, between
Goldman, Sachs & Co. and GS Mortgage Securities Corp.

4.5.1

Trust Agreement, dated as of October 1, 2002, between GS Mortgage Securities Corp., as Depositor, and JPMorgan Chase Bank, as Trustee.

4.5.2

Standard Terms to the Trust Agreement (October 2002
Edition)

4.6

Form of Mortgage Pass-Through Certificate (included as part of Exhibit 4.5.1)

EX-1

GS MORTGAGE SECURITIES CORP.

GSR MORTGAGE LOAN TRUST 2002-11F

MORTGAGE PASS-THROUGH SECURITIES, SERIES 2002-11F

__________________________________

Purchase Agreement

Dated October 28, 2002

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Ladies and Gentlemen:

GS Mortgage Securities Corp. (the “Company”) proposes to cause to be issued Mortgage Pass-Through Certificates, Series 2002-11F (the “Certificates”), pursuant to a Trust Agreement, dated as of October 1, 2002 (the “Trust Agreement”) between the Company, as depositor, and JPMorgan Chase Bank, as trustee (the “Trustee”), and proposes to sell to you (the “Purchaser”) the Certificates specified on Schedule I hereto.  The Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class B1, Class B2, Class B3, Class A-P and Class A-X Certificates identified on Schedule I hereto are the “Publicly Offered Certificates.”  The Class B4, Class B5, Class B6 and Class R Certificates identified on Schedule I hereto are the “Private Certificates.”  The Certificates will represent in the aggregate the entire ben eficial ownership interest in the assets of the Trust Fund primarily consisting of a segregated pool of mortgage loans and certain other related assets.

Goldman Sachs Mortgage Company (“GSMC”), either directly or indirectly, purchased certain mortgage loans (the “Mortgage Loans”) (i) from Bank of America, N.A.,  (“Bank of America ”) pursuant to an Assignment, Assumption and Recognition Agreement, dated as of September 23, 2002 (the “BOA Assignment Agreement”), among GSMC, as purchaser, Bank of America, as seller, and Wells Fargo Home Mortgage, Inc. (“Wells Fargo”) and (ii) from Wells Fargo pursuant to a Seller’s Warranties and Servicing Agreement, dated as of August 1, 2002 (the “August SWSA”) between GSMC and Wells Fargo.  The Mortgage Loans are being serviced by Wells Fargo pursuant to the terms of the August SWSA and a Seller’s Warranties and Servicing Agreement dated as of June 1, 2002 (the “June SWSA” and, together with the August SWSA, the “Warra nties and Servicing Agreements”), between Bank of America Mortgage Capital Corporation and Wells Fargo.

The Company will acquire the Mortgage Loans pursuant to two Assignment, Assumption and Recognition Agreements dated as of October 1, 2002 (the “GSMC Assignments”) among GSMC, the Company and Wells Fargo.  Pursuant to the GSMC Assignments, GSMC will assign certain of its rights with respect to such representations and warranties under the Warranties and Servicing Agreements to the Company.  Pursuant to two Assignment, Assumption and

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October 28, 2002
Page 2

Recognition Agreements each dated as of October 1, 2002 (the “Depositor Assignments”) among the Company, the Trustee and Wells Fargo, the Company will assign its rights under the Warranties and Servicing Agreements to the Trustee.  The BOA Assignment, GSMC Assignments and the Depositor Assignments are collectively referred to herein as the “Assignment Agreements.”

Certain Mortgage Loan documents, including the mortgage notes and mortgages, will be held by the Custodian pursuant to (i) a Custodial Agreement, dated as of September 1, 2002, among GSMC, Bank of America, Wells Fargo and the Custodian and (ii) a Custodial Agreement, dated as of August 1, 2002, among GSMC, Wells Fargo and the Custodian.  The Certificates are described more fully in Schedule I hereto and in the Prospectus (as defined herein).  Capitalized terms used but not defined herein shall have the meanings given to them in the Prospectus.

1.

The Company represents and warrants to, and agrees with, the Purchaser that:

(a)

Registration Statement on Amendment No. 1 to Form S-3 No. 333-89556, including a form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the Publicly Offered Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement, as amended, has become effective.  Such registration statement, as amended at the Effective Time (as defined herein), including the exhibits thereto and any material incorporated by reference therein, are hereinafter referred to as the “Registration Statement,” and the prospectus (including the base prospectus and any prospectus supple ment) relating to the Publicly Offered Certificates, as last filed, or mailed for filing, with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act is hereinafter referred to as the “Prospectus.”  For purposes of offering the Private Certificates, an offering supplement (the “Offering Supplement”) will be prepared with respect to the Private Certificates which shall include and incorporate the Prospectus as a part thereof.  For purposes of this Agreement, “Effective Time” means the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto, is declared effective by the Commission, and “Effective Date” means the date of the Effective Time;

(b)

On the Effective Date, the Registration Statement did conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), where applicable, and the rules and regulations of the Commission under the Act or the Exchange Act, as applicable, and did not, as of the Effective Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to the Company by the Purchaser expressly for use in the Registration Statement;

Goldman, Sachs & Co.
October 28, 2002
Page 3

(c)

On the date of this Agreement, the Registration Statement conforms, and at the time of the last filing of the Prospectus pursuant to Rule 424(b), the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder (the “Rules and Regulations”), and, except as aforesaid, neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(d)

The Private Certificates constitute exempt securities under Section 3(a)(3) of the Act, and registration of the Private Securities under the Act is not required in connection with the offer, issuance, sale or delivery of the Private Securities pursuant to Rule 144A under the Act;

(e)

The documents incorporated by reference in the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act and the rules and regulations thereunder; and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations thereunder;

(f)

Since the date as of which information is given in the Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus;

(g)

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has all requisite power and authority (corporate and other) to own its properties and to conduct its business as described in the Prospectus;

(h)

At the Time of Delivery (as defined in Section 4 hereof), the Trust Agreement and Assignment Agreements will have been duly authorized, executed and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity;

(i)

When the Certificates are issued, executed, authenticated and delivered pursuant to this Agreement and the Trust Agreement, the Certificates will have been duly authorized, executed, authenticated, issued and delivered and will be entitled to the benefits of the Trust Agreement; and the Certificates and the Trust Agreement will conform to the descriptions thereof in the Prospectus and the Offering Supplement;

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October 28, 2002
Page 4

(j)

The issue and sale of the Certificates, the compliance by the Company with all of the provisions of this Agreement, the Trust Agreement, and the Assignment Agreements, and the consummation of the transactions herein and therein contemplated, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Certificates or the consummation by the Company of the other transactions contemplated by this Agreement, the Trust Agreement or the Assignment Agreements except such as have been obtained under the Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Certificates by the Purchaser;

(k)

The statements set forth in each of the Prospectus and Offering Supplement under the caption “Description of the Certificates,” insofar as they purport to constitute a summary of the terms of the Certificates and insofar as they purport to describe the provisions of the documents referred to therein, are accurate, complete and fair;

(l)

Other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject that, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise), earnings, affairs, business, properties or prospects of the Company, and to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(m)

The Company will, at the Time of Delivery, own the Mortgage Loans, free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance, and, at the Time of Delivery, the Company will have full power and authority to sell and deliver the Mortgage Loans to the Trustee under the Trust Agreement and at the Time of Delivery will have duly authorized such assignment and delivery to the Trustee by all necessary action;

(n)

Any taxes, fees and other governmental charges in connection with the execution, delivery and performance of this Agreement, the Trust Agreement, the Assignment Agreements and the Certificates will have been paid at or prior to the Time of Delivery;

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October 28, 2002
Page 5

(o)

At the Time of Delivery, the Mortgage Loans will have been duly and validly assigned and delivered by the Company to the Trustee;

(p)

The Trust Fund created by the Trust Agreement will not at the Time of Delivery be required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(q)

The Company is not and at the Time of Delivery will not be an “investment company,” as such term is defined in the Investment Company Act;

(r)

When the Certificates are issued and delivered pursuant to this Agreement, the Certificates will not be of the same class (within the meaning of Rule 144A under the Act) as securities that are listed on a national securities exchange, registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

(s)

The Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class A-P, Class A-X and Class B1 Certificates will be mortgage related securities, as defined in Section 3(a)(41) of the Exchange Act, as long as such Certificates are rated in one of the two highest rating grades by at least one nationally recognized statistical rating organization; and

(t)

Within the preceding six months, neither the Company nor any other person acting on behalf of the Company has offered or sold to any person any of the Private Certificates, or any securities of the same or a similar class as the Private Certificates, other than the Private Certificates offered or sold to the Purchaser hereunder. The Company will take reasonable precautions designed to insure that any offer or sale, direct or indirect, of any of the Private Certificates or any substantially similar security issued by the Trust, within six months subsequent to the date on which the distribution of the Private Certificates has been completed (as notified to the Company by Goldman, Sachs & Co.), is made under restrictions and other circumstances reasonably designed not to effect the status of the offer and sale of the Pri vate Certificates contemplated by this Agreement as transactions exempt from the registration provisions of the Act.

2.

GSMC represents and warrants to the Trustee that:

(a)

The Trust Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Company;

(b)

The Mortgage Loans constitute “instruments” within the meaning of the applicable Uniform Commercial Code;

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October 28, 2002
Page 6

(c)

The Company owns and has good marketable title to the Mortgage Loans free and clear of any lien, claim or encumbrance of any Person;

(d)

The Company has received all consents and approvals required by the terms of the Mortgage Loans for the sale of the Mortgage Loans under the Trust Agreement to the Trustee;

(e)

All original executed copies of each mortgage note that constitute or evidence the Mortgage Loans have been delivered to the Custodian;

(f)

The Company has received written acknowledgement from the Custodian that the Custodian is holding the mortgage notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of the Trustee;

(g)

Other than pursuant to the Trust Agreement, the Company has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Company has not authorized the filing of and is not aware of any financing statements against it that include a description of the collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Company by GSMC or the Trustee by the Company under the Trust Agreement or that has been terminated.  GSMC is not aware of any judgment or tax lien filings against GSMC or the Company;

(h)

None of the mortgage notes that constitute or evidence the Mortgage Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee.

3.

Subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, at a purchase price determined in accordance with Schedule II hereto, the principal amount of the Certificates.  Upon the authorization by you of the release of the Certificates, the Purchaser proposes (i) to offer the Publicly Offered Certificates for sale to the public (which may include selected dealers), as set forth in the Prospectus, (ii) to offer the Private Certificates for sale to institutional investors as set forth in the Offering Supplement and (iii) to transfer a Percentage Interest equal to 0.01% in the Class R Certificates to JPMorgan Chase Bank, as Trustee.  The Purchaser hereby represents and warrants to, and agrees with the Company that:

(a)

It will offer and sell the Private Certificates only to persons it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A;

(b)

It is a QIB; and

(c)

It will not offer or sell the Private Certificates by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act.

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October 28, 2002
Page 7

4.

(a)  Except as set forth in the next paragraph, the Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class A-P, Class A-X, Class B1, Class B2 and Class B3 Certificates to be purchased by the Purchaser will be represented by one or more definitive global Certificates in book-entry form, which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian.  The Company will deliver such Certificates to the Purchaser against payment by or on behalf of the Purchaser of the purchase price therefor by wire transfer to the Company of Federal (same day) funds, by causing DTC to credit such Certificates to the account of the Purchaser at DTC.  The Company will cause the certificates representing such Certificates to be made available to the Purchaser for checking at least twenty-four hours prior to the Time of Delivery at an office designated by the Purchaser (the “Designated Office”).  The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on October 30, 2002, or such other time and date as the Purchaser and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.”

All of the Class B4, Class B5, Class B6 and Class R Certificates shall be delivered in definitive certificated form, by or on behalf of the Company to the Purchaser, against payment by or on behalf of the Purchaser of the purchase price therefor by wire transfer to the Company of Federal (same day) funds.

(b)

The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Certificates and any additional documents requested by the Purchaser pursuant to Section 7(k) hereof, will be delivered at the offices of McKee Nelson LLP (“McKee”) at 1919 M Street, N.W., Suite 800, Washington, DC 20036 (the “Closing Location”), and the Certificates will be delivered at the Designated Office, all at the Time of Delivery.  A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.  F or the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

5.

The Company agrees with the Purchaser:

(a)

If required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Company will advise the Purchaser promptly of any such filing pursuant to Rule 424(b);

(b)

To make no amendment or any supplement to the Registration Statement, the Prospectus or the Offering Supplement as amended or supplemented prior to the Closing Date, without furnishing the Purchaser with a copy of the proposed form

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thereof and providing the Purchaser with a reasonable opportunity to review the same; and during such same period to advise the Purchaser, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of any of the Certificates for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or the Offering Supplement as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus or offering Supplement relating to the Certificates or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;

(c)

Promptly from time to time to take such action as the Purchaser may reasonably request in order to qualify the Certificates for offering and sale under the securities laws of such states as the Purchaser may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Certificates, provided that in connection therewith neither the Trust nor the Company shall be required to qualify to do business, or to file a general consent to service of process in any jurisdiction, and provided, further, that the expense of maintaining any such qualification more than one year from the Closing Date with respect to such Certificates shall be at the Purchaser’s expense and the expense of maintaining any such qualification with respect to the Private Certificates shall be at t he expense of the Purchaser;

(d)

To furnish the Purchaser with copies of the Registration Statement (including exhibits) and copies of the Prospectus and the Offering Supplement as amended or supplemented in such quantities as the Purchaser may from time to time reasonably request; and if, before a period of six months shall have elapsed after the Closing Date and the delivery of a prospectus or offering document shall be at the time required by law in connection with sales of any such Certificates, either (i) any event shall have occurred as a result of which the Prospectus or the Offering Supplement would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall b e necessary during such same period to amend or supplement the Prospectus or the Offering Supplement, as amended or supplemented, to notify the Purchaser and upon its request to prepare and furnish without charge to the Purchaser and to any dealer in securities as many copies as the Purchaser may from time to time reasonably request an amendment or a supplement to the Prospectus or the Offering Supplement which will correct such statement or omission or effect such compliance; and in case the Purchaser is required by law to deliver a prospectus or other offering document in connection with sales of any of such Certificates at any time six months

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or more after the Closing Date, upon the Purchaser’s request, but at its own expense, to prepare and deliver to the Purchaser as many copies as the Purchaser may request of an amended or supplemented prospectus or offering document complying with the Act;

(e)

To make generally available to Holders of Certificates as soon as practicable, but in any event no later than eighteen months after the Closing Date, an earnings statement of the Company complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Closing Date;

(f)

So long as any of the Certificates are outstanding, to furnish the Purchaser copies of all reports or other communications (financial or other) furnished to Holders of Certificates, and to deliver to the Purchaser during such same period, (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission; (ii) copies of each amendment to any of the Trust Agreement, the Warranties and Servicing Agreements and the Assignment Agreements; and (iii) such additional information concerning the business and financial condition of the Company or the Trustee as the Purchaser may from time to time reasonably request;

(g)

During the period beginning from the date hereof and continuing to and including the later of (i) the termination of trading restrictions for the Private Certificates, as notified to the Company by the Purchaser, and (ii) the Time of Delivery for the Private Certificates, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company that mature more than one year after the Time of Delivery and that are substantially similar to the Private Certificates, without the prior written consent of the Purchaser;

(h)

To furnish at its expense, upon request, to Holders of the Private Certificates and prospective purchasers of securities information (the “Additional Issuer Information”) satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act;

(i)

If requested by you, to use its best efforts to cause the Certificates to be eligible for the PORTAL trading system of the National Association of Securities Dealers, Inc. (“PORTAL”); and

(j)

Not to be or become an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

6.

The Company covenants and agrees with the Purchaser that the Company will pay or cause to be paid the following: (i) the Commission’s filing fees with respect to the Publicly Offered Notes, (ii) the fees, disbursements and expenses of counsel and accountants for the Company in connection with the issue of the Certificates and all other expenses in connection with the preparation and printing of all amendments and supplements thereto and the mailing and

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October 28, 2002
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delivery of copies thereof to the Purchaser and dealers, (iii) the cost of printing or producing this Agreement, the Trust Agreement, any Blue Sky Supplement and any term sheets, computational materials, preliminary and final prospectus supplements and any other document produced in connection with the offering, purchase, sale and delivery of the Certificates, (iii) all expenses in connection with the qualification of the Certificates for offering and sale under state securities laws as provided in Section 5(c) hereof, including the fees and disbursements of counsel for the Purchaser in connection with such qualification and in connection with the Blue Sky Supplement; (iv) any fees charged by securities rating services for rating the Certificates; (v) the cost of preparing the Certificates; (vi) the fees and expenses of the Trustee and of any agent of the Trustee and the fees and disbursements of coun sel for the Trustee in connection with the Trust Agreement and the Certificates; (vii) any cost incurred in connection with the designation of the Certificates for trading in PORTAL; and (viii) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section.  It is understood, however, that, except as provided in this Section 6, Section 8 and Section 11 hereof, the Purchaser will pay all of its own costs and expenses, including the fees of its counsel, transfer taxes on resale of any of the Certificates by it and any advertising expenses connected with any offers it may make.

7.

The obligations of the Purchaser shall be subject, in the discretion of the Purchaser, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery for the Certificates, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a)

The Trust Agreement, the Warranties and Servicing Agreements, the Assignment Agreements and all of the other agreements identified in such agreements, shall have been duly entered into by all of the respective parties;

(b)

McKee shall have furnished to the Purchaser their written opinions, dated the Time of Delivery for the Certificates, in form and substance satisfactory to the Purchaser;

(c)

Counsel for Wells Fargo  satisfactory to the Purchaser shall have furnished to the Purchaser their written opinion, dated on or about the delivery date of the Mortgage Loans;

(d)

Counsel for the Trustee satisfactory to the Purchaser shall have furnished to the Purchaser their written opinion, dated as of the Time of Delivery for the Certificates, in form and substance satisfactory to the Purchaser and counsel for the Purchaser;

(e)

The independent accountants of the Company or other accountants acceptable to the Purchaser shall have furnished to the Purchaser a letter or letters, dated on the date hereof, and a letter or letters, dated the Time of Delivery, respectively, containing statements and information of the type customarily included in accountants’ “comfort letters” and “agreed upon procedures letters” with respect to

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certain financial information contained in the Prospectus, in each case as to such matters as the Purchaser may reasonably request and in form and substance satisfactory to the Purchaser;

(f)

(i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended prior to the Time of Delivery any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended prior to the Time of Delivery, and (ii) since the respective dates as of which information is given in the Prospectus as amended prior to the Time of Delivery there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospe ctive change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended prior to the Time of Delivery, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Purchaser so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Certificates on the terms and in the manner contemplated in the Prospectus or Offering Supplement as first amended or supplemented;

(g)

On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined by the Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock;

(h)

On or after the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; or (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (iii) in the judgment of the Purchaser makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Certificates on the terms and in the manner contemplated in the Prospectus or Offering Supplement;

(i)

The Company shall have furnished or caused to be furnished to the Purchaser at the Time of Delivery certificates of its officers satisfactory to the Purchaser as to the accuracy in all material respects of its representations and warranties herein at and as of such Time of Delivery, as to the performance of all of

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October 28, 2002
Page 12

its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in Section 7(a) above and as to such other matters as the Purchaser may reasonably request;

(j)

The Purchaser shall have received evidence satisfactory to it that the Certificates are rated in the rating category or categories specified on Schedule I hereto by the rating agency or agencies specified on Schedule I hereto;

(k)

All opinions, certificates and other documents incident to, and all proceedings in connection with the transactions contemplated by, this Agreement, the Assignment Agreements, the Warranties and Servicing Agreements, and the Trust Agreement shall be satisfactory in form and substance to the Purchaser and its special counsel; and

(l)

The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission.

The Purchaser and its special counsel shall have received copies of all documents and other information as they may reasonably request, in form and substance satisfactory, to the Purchaser and its special counsel, with respect to such transactions and the taking of all proceedings in connection therewith.

8.

(a)  The Company will indemnify and hold harmless the Purchaser against any losses, claims, damages or liabilities, joint or several, to which the Purchaser may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus or Offering Supplement as amended or supplemented or any other offering material relating to the Certificates, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Purchaser for any legal or other expenses reasonably incurred by the Purchaser in connection with investigating (or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such document in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the Registration Statement, Prospectus or Offering Supplement.

(b)

The Purchaser will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages

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October 28, 2002
Page 13

or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus or Offering Supplement as amended or supplemented or any other offering material relating to the Certificates or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use therein.

(c)

Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense there of, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.

(d)

If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchaser on the other from the offering of the Certificates to which such loss, claim, damage or liability (or actions in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicab le law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Purchaser on the other in connection with the statements or omissions which resulted in such

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Page 14

losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchaser on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Purchaser. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Purchaser on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Purchaser agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), the Purchaser shall not be required to contribute any amount in excess of the amount by which the total price at which the Certificates underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which the Purchaser has otherwise be en required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e)

The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Purchaser within the meaning of the Act; and the obligations of the Purchaser with respect to any Certificates under this Section 8 shall be in addition to any liability which the respective Purchaser may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

9.

The respective indemnities, agreements, representations, warranties and other statements of the Company and the Purchaser as set forth in this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made in connection with the issuance of Certificates by or on behalf of the Purchaser or any controlling person of the Purchaser, or the Company, or any officer or director or controlling person of the Company and shall survive delivery of and payment for the Certificates.

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10.

If for any reason the Certificates are not delivered by or on behalf of the Trustee as provided herein, other than by the Purchaser’s failure to comply with its obligations hereunder, the Company will reimburse the Purchaser for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Purchaser in making preparations for the purchase, sale and delivery of the Certificates, but the Company shall be under no further liability to the Purchaser with respect to such Certificates except as provided in Section 6 and Section 8 hereof.

11.

(a)  The Purchaser may prepare and provide to prospective investors “Computational Materials,” “ABS Term Sheets” and “Collateral Term Sheets” (collectively, the “8-K Information”) in connection with its offering of the Certificates, as described in the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I and certain affiliates, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the “Kidder/PSA Letter”), and the requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the “PSA Letter” and, together with the Kidder/PSA Letter, t he “No-Action Letters”); subject to the following conditions: (i) the Purchaser shall comply with the requirements of the No-Action Letters; (ii) for purposes hereof, “Computational Materials” shall have the meaning given such term in the No-Action Letters, but with respect to the Purchaser shall include only those Computational Materials that have been prepared by the Purchaser for prospective investors and for purposes hereof and “ABS Term Sheets” and “Collateral Term Sheets” shall have the meanings given such terms in the PSA Letter but with respect to the Purchaser shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared by the Purchaser for prospective investors; (iii) the Purchaser shall provide to the Company any 8-K Information which is provided to investors no later than the second Business Day preceding the date such 8-K Information is required to be filed pursuant to the applicable No-Action Letters and the Purchaser may pro vide copies of the foregoing in a consolidated or aggregated form including all information required to be filed; and (iv) in the event that the Company or the Purchaser discovers an error in the 8-K Information, the party that prepared such material shall prepare corrected 8-K Information and deliver it to the Company for filing.

(b)

The Company will cause to be filed with the Commission one or more current reports on Form 8-K with respect to the 8-K Information.

12.

All statements, requests, notices and agreements hereunder shall be in writing or by telegram if promptly confirmed in writing, and shall be sufficient in all respects, if delivered or sent by registered mail, if to the Purchaser, to the address of the Purchaser set forth above; if to the Company, to the address of the Company set forth in the Prospectus, Attention: President.

13.

This Agreement shall be binding upon, and inure solely to the benefit of the Purchaser, the Company and, to the extent provided in Section 8 hereof, the officers and directors of the Company and each person who controls the Company or the Purchaser, and their

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respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Certificates from the Purchaser shall be deemed a successor or assign merely by reason of such purchase.

14.

Time shall be of the essence of this Agreement.

15.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

16.

This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original. but all such respective counterparts shall together constitute one and the same instrument.

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October 28, 2002
Page 17

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned two counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Purchaser.

Very truly yours,

GS MORTGAGE SECURITIES CORP.

By: /s/ Marvin J. Kabatatznick                       
      Name: Marvin J. Kabatatznick
      Title:   CEO

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.

By: /s/ Daniel Sparks                         
      Name: Daniel Sparks
      Title:   Managing Director

Goldman Sachs Mortgage Company is executing this Agreement with respect to representations and warranties it makes under Section 2 of this Agreement, to guarantee the accuracy of the representations made by the Company and the performance by the Company of each of its obligations under this Agreement, including particularly the obligations of the Company under Section 8 of this Agreement.

GOLDMAN SACHS MORTGAGE COMPANY

By:

Goldman Sachs Real Estate Funding
            Corp., its General Partner

By: /s/ Daniel Sparks                                        
      Name: Daniel Sparks
      Title:   Vice President

SCHEDULE I

Class of Certificates	Approximate Initial Certificate Principal Balance/Notional Amount	Certificate Rate	Ratings (Fitch/Moody’s)
A1	$       100,000	6.00%	AAA/Aaa
A2	$    6,250,000	6.00%	AAA/Aaa
A3	$    1,250,000	6.00%	AAA/Aaa
A4	$  87,342,000	6.00%	AAA/Aaa
A5	$254,464,000	6.00%	AAA/Aaa
A6	$  59,070,000	6.00%	AAA/Aaa
A7	$254,784,000	(1)	AAA/Aaa
A8	$  84,928,000	(1)	AAA/Aaa
B1	$    12,230,000	6.00%	AA/*
B2	$    5,242,000	6.00%	A/*
B3	$    3,057,000	6.00%	BBB/*
A-P	$       163,394	0.00%	AAA/Aaa
A-X	$  93,752,104	6.50%	AAA/Aaa
B4	$     1,747,000	6.00%	BB/*
B5	$    1,311,000	6.00%	B/*
B6	$    1,747,416	6.00%	*/*
R	N/A	-	*

* not rated

(1)

The Annual Certificate Interest Rate for certificates with variable rates of interests are set forth in the table below:

Class	Formula	Initial	Maximum	Minimum
Class A7	LIBOR + 1.10%	2.90%	8.00%	1.10%
Class A8	20.70% – 3 * LIBOR	15.30%	20.70%	0.00%

SCHEDULE II

Purchase Price

For each Class of Certificates, 102.45% of the principal amount of such Class plus accrued interest thereon, as applicable.

EX-4

______________________________________________________________________________

GSR MORTGAGE LOAN TRUST 2002-11F

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2002-11F

TRUST AGREEMENT

among

GS MORTGAGE SECURITIES CORP.,
as Depositor

and

JPMORGAN CHASE BANK,

as Trustee

Dated as of

October 1, 2002

______________________________________________________________________________

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

12

Section 2.01

Conveyance to the Trustee.

12

Section 2.02

Acceptance by the Trustee.

13

Section 2.03

REMIC Election and REMIC Designations.

13

ARTICLE III REMITTING TO CERTIFICATEHOLDERS

14

Section 3.01

Distributions to Certificateholders.

14

Section 3.02

Allocation of Realized Losses and Shortfalls.

17

ARTICLE IV THE SECURITIES

19

Section 4.01

The Certificates.

19

Section 4.02

Denominations.

19

Section 4.03

Redemption of Certificates.

19

Section 4.04

Securities Laws Restrictions.

20

ARTICLE V MISCELLANEOUS PROVISIONS

20

Section 5.01

Request for Opinions.

20

Section 5.02

Schedules and Exhibits.

20

Section 5.03

Governing Law.

20

Section 5.04

Counterparts.

21

Section 5.05

Notices.

21

SCHEDULES AND EXHIBITS

Schedule I

Mortgage Loans

Schedule II

PAC/TAC Amortization Schedules

Exhibit A

Forms of Certificates

TRUST AGREEMENT

THIS TRUST AGREEMENT (this “Trust Agreement”), dated as of October 1, 2002, is hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the “Depositor”) and JPMORGAN CHASE BANK, as trustee (the “Trustee”) under this Trust Agreement and the Standard Terms to Trust Agreement, October 2002 Edition (the “Standard Terms”), all of the provisions of which, unless otherwise specified herein, are incorporated herein 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 2002-11F as a trust (the “Trust”) to issue a series of securities with an aggregate initial outstanding principal balance of $873,585,811 to be known as the Mortgage Pass-Through Certificates, Series 2002-11F (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 10.01 of the Standard Terms, the Trustee will make an election to treat all of the assets of the Trust as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes.  The “startup day” of the REMIC for purposes of the REMIC Provisions is the Closing Date.

For purposes of naming the Certificates, the first character (“A” or “B”) refers to the status of the interest (senior or subordinate) and the final character refers to the specific Class.

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties hereinafter set forth, the Depositor and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01

Standard Terms.

The Depositor and the Trustee acknowledge that the Standard Terms prescribe certain obligations of the Depositor and the Trustee, with respect to the Certificates.  The Depositor and the Trustee 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 the Custodian and agrees to deliver to the Custodian all Mortgage Loan documents that are to be included in the Trustee Mortgage Loan File for each Mortgage Loan.  The Depositor and the Custodian acknowledge that, pursuant to existing Custodial Agreements entered into between the Custodian and predecessors in interest of the Depositor, the Custodian previously acted as custodian for such predecessors in interest and that in connection with the formation of the Trust, the Depositor will assign each Custodial Agreement to the Trustee and cause a receipt to be issued in the name of the Trustee.

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 Sale and Servicing Agreements.  In the event of a conflict between the Standard Terms and the Sale and Servicing Agreements, the Sale and Servicing Agreements 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) the product of the Certificate Rate for such Class of Certificates and the Certificate Balance for such Class of Certificates and 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).

“Administrative Cost Rate”:  For each Mortgage Loan, the sum of the Servicing Fee Rate and the Trustee Fee Rate.

“A-P Percentage”:  For each Discount Loan is equal to a fraction, expressed as a percentage, the numerator of which is 6.00% minus the Net Rate of such Discount Loan, and the denominator of which is 6.00%.  The A-P Percentage for each Mortgage Loan that is not a Discount Loan is 0.00%.

“A-P Principal Distribution Amount”:  For each Distribution Date, the sum of:

(1)

the related A-P Percentage for each Mortgage Loan of items (1), (2) and (3) of the definition of Principal Payment Amount;

(2)

the related A-P Percentage for each Mortgage Loan of all Payoffs and Curtailments that were received during the preceding calendar month;

(3)

the related A-P Percentage for each Mortgage Loan of 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 the Distribution Date; and

(4)

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

“Assignment Agreement”:  Each of: (i) the Assignment, Assumption and Recognition Agreement dated as of October 1, 2002, by and among GSMC, the Depositor and Wells Fargo, as Servicer, (ii) the Assignment, Assumption and Recognition Agreement dated as of October 1, 2002, by and among the Trustee, the Depositor and Wells Fargo, as Servicer, (iii) the Assignment, Assumption and Recognition Agreement dated as of October 1, 2002, by and among GSMC, the Depositor and Wells Fargo, as Servicer, and (iv) the Assignment, Assumption and Recognition Agreement dated as of October 1, 2002, by and among the Trustee, the Depositor and Wells Fargo, as Servicer.

“Available Distribution Amount”:  For any Distribution Date, the sum of the following amounts:

(1)

the total amount of all cash received from or on behalf of the Mortgagors or advanced by the Servicer on the Mortgage Loans and not previously distributed (including P&I Advances made by the Servicer and proceeds of Mortgage Loans that are liquidated), except:

(a)

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

(b)

all Curtailments received after the previous calendar month;

(c)

all Payoffs received after the previous calendar month (together with any interest payment received with those Payoffs to the extent that it represents the payment of interest accrued on the Mortgage Loans for the period after the previous calendar month);

(d)

Liquidation Proceeds and Insurance Proceeds received on the Mortgage Loans after the previous calendar month;

(e)

all amounts collected from Mortgage Loans that are then due and payable to the Servicer under the Sale and Servicing Agreement; and

(f)

the servicing compensation for each Mortgage Loan, net of any amounts payable as compensating interest by the Servicer on that Distribution Date;

(2)

the total amount of any cash received by the Trustee or the Servicer from the repurchase by the Loan Seller of any Mortgage Loans as a result of defective documentation or breach of representations and warranties.

“Bank of America”:  Bank of America, N.A., or any successor in interest.

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

“Certificate Balance”:   As to any Class of Certificates as of the close of business on each Distribution Date, the initial Certificate Balance thereof  (as shown on the charts in Section 2.03(b) and (c)) reduced by (i) all principal payments previously distributed to such Class, (ii) all Realized Losses previously allocated to such Class and (ii) in the case of the Class A2 and Class A3 Certificates only, the amount of interest deferred and added to the Certificate Balance of such Class.

“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(b).

“Certificates”:  The Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class A-P, Class A-X, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 and Class R Certificates.

“Class”:  Each Class of Certificates.

“Class A Certificates”:  The Class A1, Class A2, Class A3, Class A4, Class A5, Class A6, Class A7, Class A8, Class A-P and Class A-X Certificates.

“Class A-X Notional Amount”:  Initially will be approximately $93,752,104 and for each Distribution Date after the Closing Date will equal the total principal balance, as of the first day of the month of such Distribution Date (after giving effect to all payments scheduled to be made on such date whether or not received), of the Premium Loans multiplied by the following fraction:

the weighted average of the Net Rates of the

Premium Loans as of the first day of such month minus 6.00%

6.50%.

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

“Class A4 Percentage”:  With respect to any Distribution Date, the lesser of (i) 100% and (ii) the percentage obtained by dividing (x) the Certificate Balance of the Class A4 Certificates immediately prior to such date by (y) the aggregate Certificate Balance of the Class A Certificates (other than the Class A-P Certificates) immediately prior to such date.

“Class A4 Priority Amount”:  With respect to any Distribution Date, an amount equal to the lesser of (i) the sum of (x) the product of the Class A4 Percentage for such date, the Class A4 Scheduled Principal Percentage for such date and the Scheduled Principal Amount for such date and (y) the product of the Class A4 Percentage for such date, the Class A4 Prepayment Shift Percentage for such date and the Unscheduled Principal Amount for such date and (ii) the Certificate Balance of the Class A4 Certificates immediately prior to such date.   

“Class A4 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%.  Notwithstanding the foregoing, (i) on and after the Credit Support Depletion Date, the Class A4 Certificates shall be entitled to their respective pro rata share of all scheduled and unscheduled payments of principal and (ii) on the date on which the Certificate Balances of all of the Class A4 Certificates (other than the Class A4 Certificates) have been reduced to zero, the Class A4 Certificates shall be entitled pro rata to any remaining Senior Principal Distribution Amount and thereafter, the Class A4 Priority Amount will equal the Senior Principal Distribution Amount.

“Class A4 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%.  

“Closing Date”:  October 30, 2002.

“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 Shortfall” : Any amount included in the Principal Distribution Amount for Subgroups II or P 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.

“Curtailments”:  Partial prepayments on a Mortgage Loan.

“Custodian”:  JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), in its capacity as custodian under each of the Custodial Agreements.

“Custodial Agreement”:  Each of (i) the Custodial Agreement, dated as of August 1, 2002 by and among GSMC, Wells Fargo, as servicer, and JPMorgan Chase Bank and (ii) the Custodial Agreement, dated as of September 1, 2002 by and among GSMC, Wells Fargo, as servicer, and JPMorgan Chase Bank.

“Cut-Off Date”:  October 1, 2002.

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

“Discount Loan”  Any Mortgage Loan with a Net Rate less than 6.00% per annum.

“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 will be November 25, 2002.

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

“Due Period”:  For any Distribution Date, the period beginning on and including the Due Date in the previous calendar month and ending on, and including, the day before the Due Date in the calendar month in which such Distribution Date occurs.

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

“Fitch”:  Fitch, Inc., doing business as Fitch Ratings.

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

“Interest Accrual Period”:  For any Distribution Date, shall be the immediately preceding calendar month.  The Class A-P Certificates will be “principal only” Certificates and will not be entitled to any interest.  

“JPMorgan Chase”:  JPMorgan Chase Bank.

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

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

“LIBOR Determination Date”:  means, with respect to any Interest Accrual Period and any floating rate certificate, the second London Business Day prior to the Distribution Date on which such Interest Accrual Period commences.

“Liquidated Mortgage Loan”: A Mortgage Loan for which the Servicer has determined that it has received all amounts that it expects to recover from or on account of the Mortgage Loan, whether from Insurance Proceeds, Liquidation Proceeds or otherwise.

“Liquidation Principal”:  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 the Distribution Date.

“Loan Seller”:  Each of Wells Fargo and Bank of America.

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

“Moody's”:  Moody's Investors Service, Inc., or its successor.

“Mortgage Loans”:  The mortgage loans identified on Schedule I hereto.

“Net Rate”:  With respect to each Mortgage Loan, the Note Rate of such Mortgage Loan less the Administrative Cost Rate applicable to such Mortgage Loan.  

“Note Rate”:  For each Mortgage Loan, the rate at which the related promissory note accrues interest.  For purposes of calculating the Certificate Rates of the Certificates, the Note Rate of a Mortgage Loan will 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 A-X Notional Amount.  The Notional Amount is used to calculate distributions on the related Classes of Certificates, but is not a principal amount or other amount to which a Certificateholder is entitled.

“P&I Certificates”:  All Classes of Certificates other than the Class A-X and Class A-P Certificates and the Residual Certificates.

“Payoffs”:  Prepayments in full on a Mortgage Loan.

“Premium Loan”:  Any Mortgage Loan with a Net Rate in excess of 6.00%.

“Prepayment Period: With respect to each Distribution Date, the preceding calendar month.

“Principal Payment Amount”: The sum, for any Distribution Date and Mortgage Loan, of:

(1)

the Non A-P Percentage of the principal portion of Scheduled Payments on each such Mortgage Loan due on the related Due Date;

(2)

the Non A-P Percentage of the principal portion of repurchase proceeds received on any Mortgage Loan that was repurchased as permitted or required by the Trust Agreement during the calendar month preceding the month of the Distribution Date;

(3)

Non A-P Percentage of any other unscheduled payments of principal which were received on any Mortgage Loan during the preceding calendar month, other than Payoffs, Curtailments, or Liquidation Principal.

“Principal Prepayment Amount”:  For any Distribution Date, the sum of the Non A-P Percentages of all Payoffs and Curtailments for each Mortgage Loan that were received during the preceding calendar month.  

“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”:  Moody's and Fitch.

“Realized Loss”:  With respect to a liquidated Mortgage Loan, the excess of (a) the sum of (i) the outstanding principal balance of the Mortgage Loan, (ii) all accrued and unpaid interest thereon, and (iii) the amount of all Advances made by the Servicer and other expenses incurred with respect to such Mortgage Loan (including expenses of enforcement and foreclosure) over (b) liquidation proceeds realized from such Mortgage Loan.  Realized Losses may also be realized in connection with unexpected expenses incurred by the Trust, mortgagor bankruptcies and modifications of defaulted Mortgage Loans.

“Record Date”:  With respect to each Class of Certificates bearing interest at a fixed Certificate Rate and any Distribution Date, the last Business Day of the calendar month preceding such Distribution Date.  With respect to each Class of Certificates bearing interest at a variable Certificate Rate and any Distribution Date, the Business Day immediately preceding such Distribution Date.

“Reference Banks”: means four major banks in the London interbank market selected by the Trustee.

“REMIC”:  The real estate mortgage investment conduit created hereunder, which consists of the Mortgage Loans and certain other assets.

“REMIC Certificates”: Each Class of Certificates issued by the REMIC pursuant to Section 2.03(b) and the Class R Certificates.

“REMIC Regular Interests:  Each Class of Certificates other than the Residual Certificates.

“Remittance Date”:  The 18th day of each month, or if such day is not a business day, the next succeeding business day or, in the case of certain Mortgage Loans, the immediately preceding business day.

“Residual Certificates”:  The Class R Certificates.

“Rule 144A Certificates”:  The Junior Subordinate Certificates.

“Sale and Servicing Agreement”:  Each of (i) the Seller’s Warranties and Servicing Agreement dated as of June 1, 2002 between Bank of America Mortgage Capital Corporation and Wells Fargo Home Mortgage, Inc. and (ii) the Seller’s Warranties and Servicing Agreement dated as of August 1, 2002 between Goldman Sachs Mortgage Company and Wells Fargo Home Mortgage, Inc.

“Scheduled Amount”:  For any Distribution Date and each of the Class A1, Class A5 and Class A6 Certificates, the amount set forth on Schedule II attached hereto.   

“Scheduled Payments”:  The monthly payments of principal and interest payable by the Mortgagor.

“Scheduled Principal Amount”:  With respect to any Distribution Date an amount equal to the amount described in clause (i) of the definition of Senior Principal Distribution Amount.   

“Senior Certificates”:  The Class A Certificates.

“Senior Liquidation Amount”:  For any Distribution Date, the aggregate, for each Mortgage Loan or portion thereof that became a Liquidated Mortgage Loan during the calendar month preceding the month of that Distribution Date, of the Senior Percentage of the related Non A-P Percentages for the Mortgage Loans of the lesser of (i) the Scheduled Principal Balance of such Mortgage Loan (unless the Servicer had discontinued making P&I Advances, in which case the actual principal balance less advances will be used) and (ii) the Liquidation Principal derived from that Mortgage Loan.

“Senior Prepayment Amount”:  For any Distribution Date, the product of (i) the Senior Prepayment Percentage and (ii) the Principal Prepayment Amount received during the related Prepayment Period.

“Senior Prepayment Percentage”:  For any Distribution Date, as follows: (i) on any Distribution Date occurring before the Distribution Date in the month of November 2007, 100%; (ii) on any other Distribution Date on which the Senior Percentage for such Distribution Date exceeds the initial Senior Percentage, as of the Cut-Off Date, 100%; and (iii) on any other Distribution Date in the month of November 2007 and thereafter, 100%, unless:

(a)

the mean aggregate Scheduled Principal Balance of the Mortgage Loans that are 60 or more days delinquent (including Mortgage Loans in foreclosure and property held by the Trust) for each of the immediately preceding three calendar months is less than or equal to 50% of the aggregate Certificate Balance of the Subordinate Certificates as of such Distribution Date, and

(b)

cumulative Realized Losses on the Mortgage Loans are less than or equal to the following percentage of the aggregate Certificate Balance of the Subordinate Certificates:

Distribution Date Occurring In	Percentage of the Aggregate Certificate Balance as of the Cut-Off Date
November 2007 through October 2008	30%
November 2008 through October 2009	35%
November 2009 through October 2010	40%
November 2010 through October 2011	45%
November 2011 and thereafter	50%

in which case, the Senior Prepayment Percentage shall be as follows:

Distribution Date Occurring In	Senior Prepayment Percentage
November 2002 through October 2007	100%
November 2007 through October 2008	Senior Percentage + 70% of Subordinate Percentage
November 2008 through October 2009	Senior Percentage + 60% of Subordinate Percentage
November 2009 through October 2010	Senior Percentage + 40% of Subordinate Percentage
November 2010 through October 2011	Senior Percentage + 20% of Subordinate Percentage
November 2011 and thereafter	Senior Percentage

If on any Distribution Date the allocation to the P&I Certificates of Principal Prepayments in the percentage required would reduce the sum of the Certificate Balances of the P&I Certificates below zero, the Senior Prepayment Percentage for such Distribution Date shall be equal to the percentage necessary to reduce such sum to zero.  

“Senior Principal Distribution Amount”:  For any Distribution Date will equal the sum of:

(i)

the Senior Percentage of the Principal Payment Amount for such Distribution Date;

(ii)

the Senior Prepayment Percentage of the Principal Prepayment Amount for such Distribution Date; and

(iii)

the Senior Liquidation Amount for such Subgroup.

“Senior Percentage”:  as of the Closing Date, will be approximately 97.10%, and for any Distribution Date thereafter will equal the sum of the Certificate Balances of the Senior Certificates (other than the Class A-P Certificates) immediately preceding such Distribution Date divided by the sum of the Certificate Balances of all Classes of Certificates immediately prior to such Distribution Date.

“Senior Subordinate Certificates”: The Class B1, Class B2 and Class B3 Certificates.

“Servicer”:  Wells Fargo and its successors or assigns under the Sale and Servicing Agreements.

“Soldiers' and Sailors' Shortfall”:  Any shortfall in amounts paid by mortgagors on the Mortgage Loans that occurs pursuant to the Soldiers' and Sailors' Civil Relief Act or similar legislation affording relief to members of the armed forces.

“Subordinate Certificates”:  The Class B Certificates.

“Subordinate Liquidation Amount”  For any Distribution Date, the Liquidation Principal in respect of each Mortgage Loan that became a Liquidated Loan during the calendar month preceding the month of the Distribution Date, minus the Senior Liquidation Amount for such Distribution Date.

“Subordinate Percentage” For any Distribution Date, 100% minus the Senior Percentage for such Distribution Date.  The Subordinate Percentage as of the Closing Date will be 2.90%.

“Subordinate Prepayment Percentage” For any Distribution Date, the excess of 100% over the Senior Prepayment Percentage.  Initially, the Subordinate Prepayment Percentage will be 0%.  

“Subordinate Principal Distribution Amount”: For any Distribution Date, the sum of:

(1)

the Subordinate Percentage of the Principal Payment Amount;

(2)

the Subordinate Principal Prepayment Amount; and

(3)

the Subordinate Liquidation Amount;

provided, however, that the Subordinate Principal Distribution Amount shall be reduced by the amounts required to be distributed to the Class A-P Certificates for reimbursement of Unpaid Realized Loss Amounts on such Distribution Date.  Any reduction in the Subordinate Principal Distribution Amount pursuant to the provisions above shall offset the amount calculated pursuant to clause (1), clause (3) and clause (2), in that order and such amounts shall nevertheless reduce the Class Certificate Balance of the Applicable Class of Subordinate Certificates.

“Subordinate Principal Prepayment Amount”: For each Distribution Date and Subgroup I, the Subordinate Prepayment Percentage of the Principal Prepayment Amount of the related Subgroup.

“Subordination Levels”:  For any Class of Subordinate Certificates and any specified date, the percentage obtained by dividing (i) the sum of the Certificate Balances of all Classes of Subordinate Certificates that are subordinate to that Class by (ii) the sum of the Certificate Balances of all Classes of Certificates as of that date, before giving effect to distributions and allocations of Realized Losses on that date.

“Trust Fund”:  As defined in Section 2.01 hereof.

“Trust Agreement”:  This Trust Agreement, dated as of October 1, 2002, which incorporates by reference the Standard Terms to Trust Agreement, October 2002 edition; provided that any references in any documents required hereunder, including references in documents within the Trustee Mortgage Loan File, to a Trust Agreement dated as of October 1, 2002, shall be deemed to refer to this Trust Agreement.

“Trustee”:  JPMorgan Chase Bank, not in its individual capacity but solely as Trustee under this Trust Agreement, or its successor in interest, or any successor trustee appointed as herein provided.

“Trustee Fee”:  With respect to each Distribution Date, an amount payable to the Trustee equal to the product of one-twelfth of the Trustee Fee Rate multiplied by the aggregate Scheduled Principal Balance of the Mortgage Loans as of the beginning of the Due Period relating to such Distribution Date.

“Trustee Fee Rate”:  0.0075%.

“Unpaid Realized Loss Amount” As of each Distribution Date, for the Certificates, Realized Losses allocated to such Class on such Distribution Date and prior Distribution Dates in reduction of the Certificate Balance thereof, as reduced by all amounts paid to such class in respect of an Unpaid Realized Loss Amount; provided, however, that (1) the aggregate of Unpaid Realized Loss Amounts paid on any Distribution Date shall not exceed the Subordinate Principal Distribution Amount (without regard to the proviso in the definition of such term) for such Distribution Date, (2) any amounts distributed to a Class in respect of an Unpaid Realized Loss Amount shall not cause a reduction in the Certificate Balance thereof, and (3) following the Credit Support Depletion Date, no Unpaid Realized Loss Amounts shall be calculated or distributab le.

“Unscheduled Principal Amount”:  With respect to any Distribution Date, an amount equal to the sum of the amounts described in clauses (ii) and (iii) of the definition of Senior Principal Distribution Amount.

“Wells Fargo”:  Wells Fargo Home Mortgage, Inc., or any successor in interest.

ARTICLE II

FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS

Section 2.01

Conveyance to the Trustee.

To provide for the distribution of the principal of and interest on the Certificates in accordance with their terms, all of the sums distributable under this Trust Agreement with respect to the Certificates and the performance of the covenants contained in this Trust Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Holders of the Certificates, all of the Depositor's right, title and interest in and to any and all benefits accruing to the Depositor from:  (a) the mortgage loans listed on Schedule I hereto, the related Trustee Mortgage Loan Files, and all Monthly Payments due thereon after the Cut-Off Date and all principal prepayments collected with respect to the Mortgage Loans and paid by a Borrower on or after the Cut-Off Date, and proceeds of t he conversion, voluntary or involuntary, of the foregoing; (b) the Sale and Servicing Agreements; provided that the Depositor hereby reserves its right to indemnification under the Sale and Servicing Agreement; (c) the Custodial Agreements; (d) the Assignment Agreements; (e) the Distribution Accounts and the Collection Accounts and (f) proceeds of all of the foregoing (including, without limitation, all amounts, other than investment earnings, from time to time held or invested in the Collection Account and the Distribution Accounts, whether in the form of cash, instruments, securities or other property, all proceeds of any mortgage insurance, mortgage guarantees, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, which at any time constitute all or part or are included in the proceeds of any of the foregoing) to pay the Certificates as specified herein (items (a) through (f) above shall be collectively referred to herein as the “Trust Fund”).

The foregoing sale, transfer, assignment, set-over and conveyance does not and is not intended to result in the creation of an assumption by the Trustee of any obligation of the Depositor, the Seller or any other person in connection with the Mortgage Loans, the Sale and Servicing Agreements, the Assignment Agreements or under any agreement or instrument relating thereto except as specifically set forth herein.

Section 2.02

Acceptance by the Trustee.

By its execution of this Agreement, the Trustee acknowledges and declares that it holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to any such person from time to time with respect to the Mortgage Loans and all assets included in the definition of Trust Fund herein in trust for the exclusive use and benefit of all present and future Holders of the Certificates.  The Trustee has not created and will not create, and no Officer of the Trustee has any actual knowledge or has received actual notice of, any interest in the Trust Fund contrary to the interests created by the Trust Agreement.  The Trustee has not entered, nor intends to enter, into any subordination agreement or intercreditor agreement with respect to any assets included in the Trust Fund.

Section 2.03

REMIC Election and REMIC Designations.  

(a)

REMIC Election.  An election shall be made by the Trustee to treat the assets of the Trust Fund described in the definition of the term “REMIC” as a REMIC for federal income tax purposes.  The REMIC Certificates (other than the Class R Certificates) will constitute the regular interests in the REMIC.  The Class R Certificates will represent ownership of the sole class of residual interest in the REMIC.  

(b)

REMIC Certificates.  The REMIC shall issue the following Classes of Certificates, with the designations, initial Certificate Balances and Certificate Rates indicated, each of which shall be a Class of REMIC Certificates.

Class	Initial Certificate Balance	Certificate Rate
A1	$100,000,000.00	6.00%
A2	$    6,250,000.00	6.00%
A3	$    1,250,000.00	6.00%
A4	$  87,342,000.00	6.00%
A5	$254,464,000.00	6.00%
A6	$  59,070,000.00	6.00%
A7	$254,784,000.00	Variable(2)
A8	$  84,928,000.00	Variable(2)
B1	$    8,299,000.00	6.00%
B3	$    4,805,000.00	6.00%
B4	$    1,747,000.00	6.00%
B5	$    1,747,000.00	6.00%
B6	$    1,747,416.00	6.00%
A-P	$       163,394.00	0.00%
A-X	$  93,752,104.00(1)	6.50%
R	-	N/A(3)

(1)

Notional Amount.

(2)

The Annual Certificate Interest Rate for certificates with variable rates of interests are set forth in the table below:

Class	Formula	Initial	Maximum	Minimum
Class A7	LIBOR +1.10%	2.90%	8.00%	1.10%
Class A8	20.70%-3*LIBOR	15.30%	20.70%	0.00%

(3)

N/A means Not Applicable

(c)

REMIC Final Scheduled Distribution.  The final scheduled distribution date for the REMIC Regular Interests is the Distribution Date in July 2032.  

(d)

Qualified Mortgages.  The Depositor hereby evidences its belief that, based on representations received with respect to the Mortgage Loans and as of the date hereof, each Mortgage Loan is “principally secured by an interest in real property” within the meaning of Treasury Regulation section 1.860G-2(a)(1).

ARTICLE III

REMITTING TO CERTIFICATEHOLDERS

Section 3.01

Distributions to Certificateholders.

REMIC Distributions.  In accordance with Section 3.01(b)(iii) of the Standard Terms and subject to the exceptions set forth below and to Section 3.02, on each Distribution Date, the Trustee shall withdraw the aggregate Available Distribution Amount from the Distribution Account, and shall distribute it in the following manner and order of priority:

(i)

to the Senior Certificates, Accrued Certificate Interest thereon, pro rata in proportion to the amount owing to each such Class; provided that (1) Accrued Certificate Interest on the Class A2 Certificates will be distributed in the following order of priority and will be added to the Certificate Balance of the Class A2 Certificates:

(A)

to make payments of principal to the Class A1 Certificates, until the Class Principal Balance thereof is reduced to its Scheduled Amount; and

(B)

to make payments of principal to the Class A2 Certificates, until the Class Principal Balance thereof is reduced to zero;

and (2) Accrued Certificate Interest on the Class A3 Certificates will be distributed as follows and will be added to the Certificate Balance of the Class A3 Certificates:

(A)

to make payments of principal to the Class A1 Certificates, until the Certificate Balance thereof is reduced to its Scheduled Amount;

(B)

to make payments of principal to the Class A2 Certificates, until the Certificate Balance thereof is reduced to zero;

(C)

to make payments of principal to the Class A1 Certificates, without regard to their Scheduled Amount, until the Certificate Balance thereof is reduced to zero; and

(D)

to make payments of principal to the Class A3 Certificates, until the Certificate Balance thereof is reduced to zero;

(ii)

concurrently, (1) to the Class A-P Certificates, the A-P Principal Distribution Amount for such Certificates and such Distribution Date and (2) to the remaining Class A Certificates, the Senior Principal Distribution Amount for such Certificates for such Distribution Date, which amount will be distributed among such Class A Certificates in the following order of priority:

(A)

first, to the Class A4 Certificates, the Class A4 Priority Amount, until the Class Principal Balance of such Class is reduced to zero;

(B)

second, concurrently as follows:

1.

14.1308662812% to the Class A1, Class A2 and Class A3 Certificates, in the following order of priority:

i.

first, to the Class A1 Certificates, until the Certificate Balance thereof is reduced to its Scheduled Amount for such Distribution Date;

ii.

second, to the Class A2 Certificates, until the Certificate Balance thereof is reduced to zero;

iii.

third, to the Class A1 Certificates, without regard to its Scheduled Amount for such Distribution Date, until the Certificate Balance thereof is reduced to zero; and

iv.

fourth, to the Class A3 Certificates, until the Certificate Balance thereof is reduced to zero;

2.

85.8691337188%, to the Class A5, Class A6, Class A7 and Class A8 Certificates, in the following order of priority:

i.

first, sequentially to the Class A5 and Class A6 Certificates, in that order, until the aggregate Certificate Balance thereof is reduced to its Scheduled Amount for such Distribution Date;

ii.

second, concurrently on a pro rata basis, to the Class A7 and Class A8 Certificates, until the Certificate Balances thereof are reduced to zero;

iii.

third, to the Class A5 Certificates, without regard to its Scheduled Amount for such Distribution Date, until the Certificate Balance thereof is reduced to zero;

iv.

fourth, to the Class A6 Certificates, without regard to its Scheduled Amount for such Distribution Date, until the Certificate Balance thereof is reduced to zero; and

(C)

third, to the Class A4 Certificates, until the Certificate Balance thereof has been reduced to zero;

(iii)

concurrently, pro rata from amounts otherwise payable to the Subordinate Certificates, to the Class A-P Certificates the principal portion of Current Realized Losses and the Deferred Principal Amount for such class and such Distribution Date; provided, however, that the aggregate of all such amounts distributed on such Distribution Date shall not exceed the Subordinate Principal Distribution Amount (without regard to the proviso of such definition) and, provided further, that such amounts will not reduce the Class Principal Balance of the Class A-P Certificates;

(iv)

to the Subordinate Certificates, in their order of seniority the sum of (i) Accrued Certificate Interest pro rata on the basis of the amount owing to each such Class, and their pro rata shares, based on their outstanding Certificate Balances, of the Subordinate Principal Distribution Amount, as applicable; provided, however, that on any Distribution Date on which the Subordination Level for any class of Subordinate Certificates is less than its Subordination Level as of the Closing Date, the portion of the Subordinate Principal Prepayment Amount otherwise allocable to the class or classes of the Subordinate Certificates junior to such class will be allocated pro rata to the most senior class of Subordinate Certificates for which the Subordination Level on such Distribution D ate is less than the Subordination Level as of the Closing Date and all Classes of Subordinate Certificates senior thereto;

(v)

to the Subordinate Certificates, in the order of their seniority, the amount of any unreimbursed Realized Losses previously allocated to such Certificates;

(vi)

to the Residual Certificates, after all of the other Classes of Certificates have been paid in full, the remainder, if any, which is expected to be zero, of the Available Distribution Amount.

On each Distribution Date on or after the Credit Support Depletion Date, to the extent of the Available Distribution Amount on such Distribution Date, distributions will be made to the Senior Certificates in proportion to Accrued Certificate Interest for such Distribution Date and the remainder, if any, which is expected to be zero, of the Available Distribution Amount will be distributed to the holder of the Class R Certificate.

Section 3.02

Allocation of Realized Losses and Shortfalls.

(a)

Realized Losses of Principal.

(i)

On each Distribution Date, (A) the A-P Percentage of each Realized Loss on a Mortgage Loan, to the extent allocable to principal, shall be allocated to the Class A-P Certificates in reduction of the Certificate Balance thereof and (B) the Non A-P Percentage of each Realized Loss on a Mortgage Loan, to the extent allocable to principal, shall be allocated to the remaining Classes of Certificates (other than the Class R Certificates);  provided, however, that any Realized Loss allocated to the Certificates (other than the Class A-P and Class R Certificates) shall be allocated first to the Subordinate Certificates in reverse numerical order, until the Certificate Balance thereof is reduced to zero, and then pro rata to the Senior Certificates (other than the Class A-P Certificates).

(ii)

Prior to the Credit Support Depletion Date, to the extent that the principal portion of a Realized Loss has been allocated to reduce the Certificate Principal Balance of the Class A-P Certificates, the amount of such Realized Loss will be reimbursed from the Subordinate Principal Distribution Amount, to reimburse the Unpaid Realized Loss Amount .  The distribution of any Unpaid Realized Loss Amount to the Class A-P Certificates on any Distribution Date shall not result in a further reduction of the Certificate Balance of such Class of Certificates, but instead shall result in the reduction of the Certificate Balance of the most junior Class of Subordinate Certificates then outstanding, until the Certificate Balance thereof has been reduced to zero. The Unpaid Realized Loss Amounts will be paid fro m the amounts otherwise payable to the Classes of Subordinate Certificates beginning with the Class having the highest numerical designation.  Any Unpaid Realized Loss Amount not paid on the Distribution Date relating to the Due Period in which the Realized Loss was incurred will be carried forward, with interest at the applicable Certificate Rate, and will be included in the Unpaid Realized Loss Amount for the next Distribution Date.   

(b)

Realized Losses Allocable to Interest. On each Distribution Date, the portion of each Realized Loss on a Mortgage Loan that exceeds the outstanding principal amount of such Mortgage Loan shall be allocated to the Certificates, pro rata, on the basis of Accrued Certificate Interest, to each Class of Certificates (other than the Class R and Class A-P Certificates); provided that the interest portion of any Realized Losses allocated to the Subordinate Certificates as provided in this Section 3.02(b) shall be allocated to such Subordinate Certificates in reverse order of seniority.

(c)

Interest Shortfall.  Notwithstanding anything in the Standard Terms to the contrary, on each Distribution Date, before any distributions are made on the Certificates, Month End Interest Shortfall not covered by compensating interest from P&I Advances and Soldiers' and Sailors' Shortfall with respect to any Mortgage Loan shall be allocated pro rata among the Classes of the REMIC based on the amount of interest otherwise owing thereto in reduction of that amount.

(d)

Modification Losses.  In the event that the Note Rate on a Mortgage Loan is reduced as a result of a modification of the terms of such Mortgage Loan, such modification shall be disregarded for purposes of calculating the Certificate Rate on any Class of Certificates.  Any shortfall resulting from any such modifications, however, shall be treated as a Realized Loss occurring on each Distribution Date and shall be applied to reduce the Certificate Balances of the Certificates in the manner and order of priority set forth above.

ARTICLE IV

THE SECURITIES

Section 4.01

The Certificates.

The Certificates will be designated generally as the Mortgage Pass-Through Certificates, Series 2002-11F.  The aggregate principal amount of Certificates that may be executed and delivered under this Trust Agreement is limited to $873,585,810, except for Certificates executed and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Sections 5.03 or 5.05 of the Standard Terms.  On the Closing Date, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver Mortgage Pass-Through Certificates in the names and amounts and to the Persons as directed by the Depositor.  The table in Section 2.03(b) sets forth the Classes of Certificates, the Initial Certificate Balance and the Certificate Rate for each Class of the Certificates.

Section 4.02

Denominations.

Each of the Class A and Senior Subordinate Certificates shall be issued in fully registered, book-entry form and shall be Book-Entry Certificates.  Each of the Residual Certificates and Class B4, Class B5 and Class B6 Certificates shall be issued in fully registered, certificated form.  The Class A Certificates (other than the Class A-P and Class A-X, Certificates) are offered in minimum denominations of $25,000 initial Certificate Balance each and multiples of $1 in excess of $25,000.  The Subordinate Certificates are offered in minimum denominations of $250,000 initial Certificate Balance each and multiples of $1 in excess of $250,000.  The Class A-P Certificates and Class A-X Certificates are each offered in the form of a single Certificate representing the entire Certificate Balance.   In addition, one Certificate of each Class (other than the Residual Certificates) may be issued evidencing the sum of an authorized denomination thereof and the remainder of the initial Certificate Balance (or, in the case of the Class A-X Certificates, the Notional Amount) of such Class.  The residual Certificates will each be issued in percentage interests of 99.99% and 0.01%.  

Section 4.03

Redemption of Certificates.

There shall be no right to redemption pursuant to Section 9.01 of the Standard Terms.  On or after the date on which the aggregate Scheduled Principal Balance of the Mortgage Loans is less than or equal to 10% of the aggregate Scheduled Principal Balance of such Mortgage Loans as of the Cut-Off Date, the Servicer shall have the right to purchase (or cause to be purchased) the remaining Mortgage Loans and any other assets in the REMIC and cause the retirement of the Certificates issued by the REMIC.  Moreover, notwithstanding anything to the contrary in Section 9.02 of the Standard Terms, the obligations created by the Trust Agreement will terminate upon payment to the Certificateholders of all amounts held in the Collection Account and the Distribution Account required to be paid to the Certificateholders pursuant to the Trust Agreement, following the earlie r of: (i) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all property acquired upon foreclosure of any such Mortgage Loan and (ii) the repurchase of all of the assets of the Trust by the Depositor (or its designee) as provided above.  Written notice of termination shall be given to each  Certificateholder, and the final distribution shall be made only upon surrender and cancellation of the Certificates at an office or agency appointed by the Trustee, which will be specified in the notice of termination.  Any repurchase of the assets of the Trust by the Depositor (or its designee) pursuant to this Section 4.03 shall be made at a price equal to the Termination Price.

Section 4.04

Securities Laws Restrictions.

Each of the Junior Subordinate Certificates is a Private Certificate subject to the restrictions on transfer contained in Section 5.05(a) of the Standard Terms.  Furthermore, each of the Private Certificates is a Rule 144A Certificate.  The Class R Certificates are Residual Certificates subject to Section 5.05(c) of the Standard Terms.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.01

Request for Opinions.

(a)

The Depositor hereby requests and authorizes McKee Nelson LLP, as its counsel in this transaction, to issue on behalf of the Depositor such legal opinions to the Trustee and the Rating Agency as may be (i) required by any and all documents, certificates or agreements executed in connection with the Trust, or (ii) requested by the Trustee, the Rating Agency or their respective counsels.

(b)

The Trustee hereby requests and authorizes its counsel to issue on behalf of the Trustee such legal opinions to the Depositor, GSMC and Goldman, Sachs & Co. as may be required by any and all documents, certificates or agreements executed in connection with the establishment of the Trust and the issuance of the Certificates.

Section 5.02

Schedules and Exhibits.

Each of the Schedules and Exhibits attached hereto or referenced herein are incorporated herein by reference as contemplated by the Standard Terms.  Each Class of Certificates shall be in substantially the form attached hereto, as set forth in the Exhibit index.

Section 5.03

Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 5.04

Counterparts.

This Trust Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original but all of such counterparts shall together constitute but one and the same instrument.

Section 5.05

Notices.

The address of the rating agency required to be stated herein pursuant to Section 11.08(d) of the Standard Terms is Fitch Ratings, One State Street Plaza, New York, New York 10004 and Moody's Investor Service, Inc., 99 Church Street, New York, New York 10007.

[Signature page follows]

IN WITNESS WHEREOF, the Depositor and the Trustee have caused this Trust Agreement to be duly executed by their respective officers thereunto duly authorized and their respective signatures duly attested all as of the 1st day of October 2002.

GS MORTGAGE SECURITIES CORP.,   

   as Depositor

By: /s/ Marvin J. Kabatatznick                       

     Name:  Marvin J. Kabatatznick

     Title:    CEO

JPMORGAN CHASE BANK,

    not in its individual capacity, but solely in

    its capacity as Trustee under this Trust

    Agreement

By: /s/ Thomas Venusti                                 

     Name: Thomas Venusti

    Title: Trust Officer

STATE OF NEW YORK

)

)      ss.:

COUNTY OF NEW YORK

)

The foregoing instrument was acknowledged before me in the County of New York, this 1st day of October 2002, by ______________________, ___________________ for GS Mortgage Securities Corp., a Delaware corporation, on behalf of the corporation.

Notary Public

My Commission expires:  

STATE OF NEW YORK

)

)      ss.:

COUNTY OF NEW YORK

)

The foregoing instrument was acknowledged before me in the County of New York, this 1st day of October 2002, by Thomas Venusti, Trust Officer of JPMorgan Chase Bank, a New York banking corporation, on behalf of the company.

Notary Public

My Commission expires:

SCHEDULE I

Mortgage Loan Schedule

anum	obal	pbal	fpdate	mdate	aterm	rtermx	oterm	pi	rate	oltv	city	state	zip
21843	356000	354179.58	5/1/2002	4/1/1932	354	354	360	2338.67	6.875	73.25	ST PAUL	MN	55116
51108	608000	603490.11	7/1/2002	6/1/1932	352	356	360	3943.48	6.75	80	BELMONT	CA	94002
76622	440000	438262.89	6/1/2002	5/1/1932	355	355	360	3001.58	7.25	68.64	GRAHAM	NC	27253
82000	328000	326402.65	5/1/2002	4/1/1932	354	354	360	2209.8	7.125	80	CHICAGO	IL	60657
82189	350000	348512.85	6/1/2002	5/1/1932	355	355	360	2299.25	6.875	70.71	JOHNSTOWN	PA	15905
87191	398000	396308.88	6/1/2002	5/1/1932	355	355	360	2614.58	6.875	78.81	GEARHART	OR	97138
95709	400000	397940.85	6/1/2002	5/1/1932	355	355	360	2366.15	5.875	53.33	PEBBLE BEACH	CA	93953
100205	378750	377497.26	7/1/2002	6/1/1932	356	356	360	2519.83	7	75	STEAMBOAT SP	CO	80477
109773	386250	384608.8	6/1/2002	5/1/1932	355	355	360	2537.39	6.875	75	SAN FRANCISC	CA	94110
114097	560000	557620.56	6/1/2002	5/1/1932	355	355	360	3678.8	6.875	74.67	SAN RAFAEL	CA	94901
122401	350000	348842.35	7/1/2002	6/1/1932	356	356	360	2328.56	7	64.81	OSSINING	NY	10562
126924	867500	863902.87	6/1/2002	5/1/1932	355	355	360	5771.5	7	66.73	SEATTLE	WA	98125
128489	379200	377945.76	7/1/2002	6/1/1932	356	356	360	2522.83	7	80	MARINE ON ST	MN	55047
129806	344200	342841.14	6/1/2002	5/1/1932	355	355	360	2348.05	7.25	83.95	CHINO HILLS	CA	91709
132481	450000	448511.6	7/1/2002	6/1/1932	356	356	360	2993.86	7	78.26	SIOUX FALLS	SD	57103
135507	572800	570905.43	7/1/2002	6/1/1932	356	356	360	3810.85	7	80	BROOKLINE	MA	2446
137629	400000	398300.38	6/1/2002	5/1/1932	355	355	360	2627.72	6.875	66.67	CHANHASSEN	MN	55317
138462	416000	414230.32	6/1/2002	5/1/1932	355	355	360	2732.82	6.875	34.67	VISTA	CA	92084
145909	352000	350504.34	6/1/2002	5/1/1932	355	355	360	2312.39	6.875	80	NEW YORK	NY	10021
148801	579500	577097.08	6/1/2002	5/1/1932	355	355	360	3855.43	7	67.78	SAN MARINO	CA	91108
149251	494500	492547.77	6/1/2002	5/1/1932	355	355	360	3373.36	7.25	32.97	GREAT FALLS	VA	22066
149757	650000	647369.98	6/1/2002	5/1/1932	355	355	360	4379.17	7.125	76.47	LAKE ELMO	MN	55042
164391	383000	381411.87	6/1/2002	5/1/1932	355	355	360	2548.11	7	63.83	BALTIMORE	MD	21210
165806	327200	326169.72	7/1/2002	6/1/1932	356	356	360	2232.08	7.25	80	SAUGUS	CA	91390
167861	337500	336231.87	6/1/2002	5/1/1932	355	355	360	2359.85	7.5	75	HAM LAKE	MN	55304
168251	510000	505850.07	6/1/2002	5/1/1932	350	355	360	3393.04	7	60	APTOS	CA	95003
171946	316000	314752.46	6/1/2002	5/1/1932	355	355	360	2155.68	7.25	57.45	PAGOSA SPRIN	CO	81147
182830	1000000	996431.77	7/1/2002	6/1/1932	356	356	360	6737.19	7.125	64.52	RUMSON	NJ	7760
183051	543750	541549.91	6/1/2002	5/1/1932	355	355	360	3663.34	7.125	72.5	LAKESHORE	MN	56468
183565	460000	458045.42	6/1/2002	5/1/1932	355	355	360	3021.88	6.875	41.82	GREENWOOD	MN	55331
183936	344000	342422.7	6/1/2002	5/1/1932	355	355	360	2259.84	6.875	66.17	REDONDO BEAC	CA	90277
185576	350000	348512.85	6/1/2002	5/1/1932	355	355	360	2299.25	6.875	58.33	CARMEL VALLE	CA	93924
186282	320000	318572.66	6/1/2002	5/1/1932	355	355	360	2049	6.625	80	DENVER	CO	80202
187614	741000	738001.8	6/1/2002	5/1/1932	355	355	360	4992.25	7.125	51.1	CHICAGO	IL	60610
192715	761250	758469.19	7/1/2002	6/1/1932	356	356	360	5000.87	6.875	75	SAN DIEGO	CA	92106
203903	400000	398142.97	6/1/2002	5/1/1932	354	355	360	2728.71	7.25	80	LIBERTYVILLE	IL	60048
206209	430000	428127.96	6/1/2002	5/1/1932	355	355	360	2788.97	6.75	59.72	DENVER	CO	80220
209774	400000	398644.2	7/1/2002	6/1/1932	356	356	360	2627.72	6.875	78.43	ATLANTA	GA	30318
211132	835086	831450.37	6/1/2002	5/1/1932	355	355	360	5416.35	6.75	75	SAN DIEGO	CA	92130
217730	343700	342563.17	7/1/2002	6/1/1932	356	356	360	2286.65	7	70	MINNEAPOLIS	MN	55416
235100	460000	458283.25	7/1/2002	6/1/1932	356	356	360	3021.87	6.875	80	LOS ANGELES	CA	90025
240336	507600	505961.78	7/1/2002	6/1/1932	356	356	360	3419.8	7.125	69.44	SAINT CHARLE	MO	63304
791788	552000	548697.41	4/1/2002	3/1/1932	353	353	360	3626.25	6.875	78.86	DAMASCUS	MD	20872
792130	420000	418080.88	6/1/2002	5/1/1932	355	355	360	2654.69	6.5	80	MADISON	CT	6443
792350	435000	433196.23	6/1/2002	5/1/1932	355	355	360	2894.07	7	52.73	GREENVILLE	DE	19807
792414	1000000	995750.97	6/1/2002	5/1/1932	355	355	360	6569.29	6.875	30.77	CAMBRIDGE	MA	2138
792510	590300	587507.91	6/1/2002	5/1/1932	354	355	360	3976.97	7.125	65.59	STONE HABOR	NJ	7026
792620	525000	522559.78	6/1/2002	5/1/1932	355	355	360	3405.14	6.75	72.41	GLENVIEW	IL	60025
792682	400000	398258.57	6/1/2002	5/1/1932	355	355	360	2594.39	6.75	80	WINFIELD	IL	60190
792717	835000	831452.05	6/1/2002	5/1/1932	355	355	360	5485.36	6.875	54.22	INDIANAPOLIS	IN	46254
792725	345000	343534.1	6/1/2002	5/1/1932	355	355	360	2266.4	6.875	53.08	OXFORD	MD	21654
792732	618000	614915.9	5/1/2002	4/1/1932	354	354	360	4111.57	7	47.54	POTOMAC	MD	20854
793142	544600	539195.17	6/1/2002	5/1/1932	349	355	360	3532.27	6.75	70	SANTA MONICA	CA	90403
793185	492000	489484.17	5/1/2002	4/1/1932	354	354	360	3232.09	6.875	46.86	HIGHLAND	MD	20777
793225	358900	357375.02	6/1/2002	5/1/1932	355	355	360	2357.72	6.875	86.27	EL CAJON	CA	92020
793528	807500	803888.27	6/1/2002	5/1/1932	355	355	360	5304.71	6.875	46.14	LAS VEGAS	NV	89117
793577	496000	494041.87	6/1/2002	5/1/1932	355	355	360	3383.59	7.25	66.13	BELL CANYON	CA	91307
793697	585000	581935.14	5/1/2002	4/1/1932	354	354	360	3794.3	6.75	78	MORRISON	CO	80465
793705	458000	456447.6	7/1/2002	6/1/1932	356	356	360	3008.74	6.875	36.64	MENLO PARK	CA	94025
793740	645000	641582.27	5/1/2002	4/1/1932	354	354	360	4237.19	6.875	75	HENDERSON	NV	89014
793859	848000	843663.3	5/1/2002	4/1/1932	354	354	360	5570.76	6.875	54.71	CALABASAS	CA	91302
794138	700000	697097.4	6/1/2002	5/1/1932	355	355	360	4657.12	7	63.64	WATERFORD	VA	20197
794154	362900	360652.43	5/1/2002	4/1/1932	353	354	360	2383.99	6.875	14.66	MCLEAN	VA	22102
794167	183750	183016.55	6/1/2002	5/1/1932	355	355	360	1269.12	7.375	75	BAY SHORE	NY	11706
794202	356000	353726.56	5/1/2002	4/1/1932	353	354	360	2338.67	6.875	71.2	GLEN ELLYN	IL	60137
794443	640000	637473.34	6/1/2002	5/1/1932	355	355	360	4365.93	7.25	80	ROXBORO	NC	27573
794573	365000	363449.12	6/1/2002	5/1/1932	355	355	360	2397.79	6.875	73.15	SAN ANSELMO	CA	94960
794742	358000	356515.5	6/1/2002	5/1/1932	355	355	360	2381.79	7	62.26	CALABASAS	CA	91302
794944	415800	413382.94	6/1/2002	5/1/1932	353	355	360	2696.88	6.75	79.96	MONROE TOWNS	NJ	8831
795081	400000	397954.59	5/1/2002	4/1/1932	354	354	360	2627.72	6.875	57.14	SOMERS	NY	10589
795166	700000	697167.67	6/1/2002	5/1/1932	355	355	360	4716.03	7.125	50.18	EAST HAMPTON	NY	11937
795215	370000	368465.75	6/1/2002	5/1/1932	355	355	360	2461.62	7	76.29	ARLINGTON	VA	22204
795392	408000	406180.15	6/1/2002	5/1/1932	355	355	360	2612.47	6.625	79.89	EXTON	PA	19341
795414	408000	405913.66	5/1/2002	4/1/1932	354	354	360	2680.27	6.875	80	FAIRFAX STAT	VA	22039
795464	496000	492878.32	5/1/2002	4/1/1932	353	354	360	3175.95	6.625	80	BIRMINGHAM	AL	35213
795688	346650	344776.95	5/1/2002	4/1/1932	353	354	360	2335.45	7.125	95	COLLIERVILLE	TN	38017
795791	436000	434147.44	6/1/2002	5/1/1932	355	355	360	2864.21	6.875	80	RIDGEFIELD	CT	6877
795800	445000	440547.72	6/1/2002	5/1/2022	235	235	240	3383.62	6.75	66.22	NEWTON	MA	2459
795835	413000	410888.11	5/1/2002	4/1/1932	354	354	360	2713.12	6.875	68.26	FAIRFAX STAT	VA	22039
795845	574850	570504.9	5/1/2002	4/1/1932	351	354	360	3728.47	6.75	80	CHANTILLY	VA	20152
795857	496100	493940.14	6/1/2002	5/1/1932	355	355	360	3217.7	6.75	79.95	ARLINGTON	VA	22201
795912	328250	326855.25	6/1/2002	5/1/1932	355	355	360	2156.37	6.875	72.94	POTOMAC FALL	VA	20165
795946	404800	402671.91	6/1/2002	5/1/1932	354	355	360	2659.25	6.875	80	ARDMORE	PA	19003
795967	701900	698917.58	6/1/2002	5/1/1932	355	355	360	4610.99	6.875	71.62	GREENVILLE	SC	29605
796048	400000	398003.83	5/1/2002	4/1/1932	354	354	360	2661.21	7	80	GREAT FALLS	VA	22066
796068	352000	350155.82	5/1/2002	4/1/1932	354	354	360	2283.07	6.75	80	MCLEAN	VA	22101
796340	553800	551388.96	6/1/2002	5/1/1932	355	355	360	3591.94	6.75	67.95	SILVER SPRIN	MD	20905
796369	845000	841496.14	6/1/2002	5/1/1932	355	355	360	5621.81	7	65	ISLAMORADA	FL	33036
796418	431500	428720.83	6/1/2002	5/1/1932	352	355	360	2834.65	6.875	73.76	BELLA VISTA	AR	72715
796521	419000	416857.41	5/1/2002	4/1/1932	354	354	360	2752.54	6.875	67.58	CHICAGO	IL	60647
796552	500000	497926.69	6/1/2002	5/1/1932	355	355	360	3326.52	7	60.61	MARSTONS MIL	MA	2648
796574	391522	389817.44	6/1/2002	5/1/1932	355	355	360	2539.41	6.75	80	HIGHLANDS RA	CO	80129
796705	575000	572059.76	5/1/2002	4/1/1932	354	354	360	3777.34	6.875	42.59	LAKE OSWEGO	OR	97034
797106	372000	368278.07	6/1/2002	5/1/2022	235	235	240	2828.56	6.75	70.86	ROCKAWAY	NJ	7866
797256	308500	305895.34	6/1/2002	5/1/1932	350	355	360	2052.46	7	71.74	CHEVY CHASE	MD	20815
797572	339200	338050.26	7/1/2002	6/1/1932	356	356	360	2228.31	6.875	55.88	ARLINGTON	VA	22207
797658	417300	412185.66	6/1/2002	5/1/1932	346	355	360	2776.31	7	59.61	GAITHERSBURG	MD	20879
797868	433750	431768.04	6/1/2002	5/1/1932	355	355	360	2741.6	6.5	69.96	VIENNA	VA	22182
798244	376000	374077.3	5/1/2002	4/1/1932	354	354	360	2470.06	6.875	80	SMITHFIELD	VA	23430
798440	320000	318648.56	6/1/2002	5/1/1932	355	355	360	2128.97	7	79.8	PORTLAND	MI	48875
798815	525000	522601.1	6/1/2002	5/1/1932	355	355	360	3318.36	6.5	75	TOWNSHIP OF	NJ	8043
798985	332000	330151.94	6/1/2002	5/1/1932	354	355	360	2098.47	6.5	79.85	DOYLESTOWN	PA	18901
799054	396000	392652.65	5/1/2002	4/1/1932	350	354	360	2667.93	7.125	73.74	FLOWER MOUND	TX	75028
799079	318550	316881.09	5/1/2002	4/1/1932	354	354	360	2066.11	6.75	53.09	WEST BLOOMFI	MI	48323
799330	325000	323652.33	6/1/2002	5/1/1932	355	355	360	2162.24	7	61.9	MONTVILLE TO	NJ	7045
799615	400000	398003.83	5/1/2002	4/1/1932	354	354	360	2661.21	7	50	MENLO PARK	CA	94025
799647	390000	387957.43	5/1/2002	4/1/1932	354	354	360	2627.5	7.125	44.57	EAST HILLS	NY	11576
799663	230000	229091.96	6/1/2002	5/1/1932	355	355	360	1569.01	7.25	69.7	YAPHANK	NY	11980
799685	475000	472931.99	6/1/2002	5/1/1932	355	355	360	3080.85	6.75	25.68	HOHOKUS	NJ	7423
799703	396900	395213.57	6/1/2002	5/1/1932	355	355	360	2607.35	6.875	70	STERLING	VA	20165
799745	706800	703722.82	6/1/2002	5/1/1932	355	355	360	4584.3	6.75	74.99	HOUSTON	TX	77024
799870	316000	314657.3	6/1/2002	5/1/1932	355	355	360	2075.9	6.875	80	LEE'S SUMMIT	MO	64086
799972	328000	326322.76	5/1/2002	4/1/1932	354	354	360	2154.73	6.875	80	HAM LAKE	MN	55304
800111	360000	358432.72	6/1/2002	5/1/1932	355	355	360	2334.95	6.75	60	MILPITAS	CA	95035
800206	360150	358308.38	5/1/2002	4/1/1932	354	354	360	2365.93	6.875	70.62	BLOOMFIELD T	MI	48302
800398	460000	458092.54	6/1/2002	5/1/1932	355	355	360	3060.4	7	64.34	PENNINGTON	NJ	8534
800489	477000	475383.19	7/1/2002	6/1/1932	356	356	360	3133.56	6.875	65.79	SALINAS	CA	93908
800612	553000	550592.45	6/1/2002	5/1/1932	355	355	360	3586.75	6.75	64.3	DULUTH	GA	30097
800744	345000	343398.16	6/1/2002	5/1/1932	355	355	360	2266.4	6.875	58.08	MONTVALE	NJ	7645
800749	601120	598565.78	6/1/2002	5/1/1932	355	355	360	3948.94	6.875	80	ARLINGTON	VA	22207
800779	430000	428172.94	6/1/2002	5/1/1932	355	355	360	2824.79	6.875	68.8	LYNNFIELD	MA	1940
801012	341050	339827.24	7/1/2002	6/1/1932	355	356	360	2326.57	7.25	95	MOUNT VERNON	NY	10552
801312	416800	415071.72	6/1/2002	5/1/1932	355	355	360	2772.98	7	80	RARITAN TWSP	NJ	8822
801714	347000	344177.97	6/1/2002	5/1/1932	350	355	360	2308.6	7	83.61	RANCHO CUCAM	CA	91739
801737	475000	472931.99	6/1/2002	5/1/1932	355	355	360	3080.85	6.75	36.54	BURLINGAME	CA	94010
801823	333000	331619.19	6/1/2002	5/1/1932	355	355	360	2215.46	7	90	OCEAN CITY	MD	21842
802160	599900	597300.72	6/1/2002	5/1/1932	355	355	360	3940.92	6.875	80	ATLANTA	GA	30327
802197	448550	446409.5	6/1/2002	5/1/1932	354	355	360	2946.66	6.875	58.56	SAN FRANCISC	CA	94103
802198	410000	408299.87	6/1/2002	5/1/1932	355	355	360	2727.75	7	59.33	NEWTON	MA	2461
802509	645000	642191.91	6/1/2002	5/1/1932	355	355	360	4183.46	6.75	49.62	SOLANA BEACH	CA	92075
802521	335500	333599.24	5/1/2002	4/1/1932	353	354	360	2232.09	7	27.96	DEL MAR	CA	92014
802672	414300	412539.61	6/1/2002	5/1/1932	355	355	360	2721.66	6.875	79.83	WEST ROXBURY	MA	2132
802700	640250	638132.32	7/1/2002	6/1/1932	356	356	360	4259.6	7	75.32	DOVER	MA	2030
802706	428000	425811.39	5/1/2002	4/1/1932	354	354	360	2811.66	6.875	68.48	LOVETTSVILLE	VA	20180
802712	309600	308284.46	6/1/2002	5/1/1932	355	355	360	2033.86	6.875	80	BROOKFIELD	CT	6084
802800	368500	366649.93	5/1/2002	4/1/1932	354	354	360	2451.64	7	70.19	FOUNTAIN HIL	AZ	85268
802936	456000	453382.57	5/1/2002	4/1/1932	353	354	360	2995.6	6.875	80	SUMMERVILLE	SC	29483
803046	512900	509768.62	5/1/2002	4/1/1932	353	354	360	3369.39	6.875	80	WOODBINE	MD	21797
803203	1000000	994886.49	5/1/2002	4/1/1932	354	354	360	6569.29	6.875	18.52	JUPITER	FL	33477
803268	550000	547546.81	6/1/2002	5/1/1932	355	355	360	3521.71	6.625	53.88	YORBA LINDA	CA	92886
803392	520000	517265.76	5/1/2002	4/1/1932	354	354	360	3459.58	7	80	STARKVILLE	MS	39759
803419	390200	388539.49	6/1/2002	5/1/1932	355	355	360	2563.34	6.875	67.86	DARIEN	CT	6820
803504	504000	501422.74	5/1/2002	4/1/1932	354	354	360	3310.93	6.875	80	EDINA	MN	55439
803699	379000	377349.97	6/1/2002	5/1/1932	355	355	360	2458.19	6.75	58.31	GALES CREEK	OR	97117
803735	325600	324249.86	6/1/2002	5/1/1932	355	355	360	2166.23	7	82.43	COLLEYVILLE	TX	76034
803748	560000	556202.47	5/1/2002	4/1/1932	352	354	360	3725.69	7	80	LONGMONT	CO	80503
803945	664575	662322.42	7/1/2002	6/1/1932	356	356	360	4365.79	6.875	68.16	PRINCETON	NJ	8540
804938	391800	389697.09	5/1/2002	4/1/1932	354	354	360	2508.74	6.625	80	REDMOND	WA	98052
805089	919400	912790.91	6/1/2002	5/1/1932	352	355	360	6039.81	6.875	51.08	MONTCLAIR	NJ	7042
805401	347200	345795.11	6/1/2002	5/1/1932	355	355	360	2339.16	7.125	80	TUCSON	AZ	85745
805402	361000	359503.1	6/1/2002	5/1/1932	355	355	360	2401.74	7	61.71	SEATTLE	WA	98116
805422	319950	318391.9	5/1/2002	4/1/1932	354	354	360	2155.56	7.125	80	SHORELINE	WA	98133
805447	400000	397954.59	5/1/2002	4/1/1932	354	354	360	2627.72	6.875	66.45	SUPERIOR	CO	80027
805560	381700	380117.26	6/1/2002	5/1/1932	355	355	360	2539.46	7	76.34	MIDDLETOWN	DE	19709
805561	420000	418382.29	6/1/2002	5/1/1932	355	355	360	2900.84	7.375	80	LA QUINTA	CA	92253
805723	383000	381332.57	6/1/2002	5/1/1932	355	355	360	2484.13	6.75	62.79	LONG GROVE	IL	60047
805802	492000	489484.17	5/1/2002	4/1/1932	354	354	360	3232.09	6.875	80	MENLO PARK	CA	94025
805854	401460	399795.29	6/1/2002	5/1/1932	355	355	360	2670.93	7	80	DAMASCUS	MD	20882
806002	400000	397747.37	5/1/2002	4/1/1932	354	354	360	2495.48	6.375	60.15	BELLE MEAD	NJ	8502
806010	464000	461930.36	6/1/2002	5/1/1932	355	355	360	2971.05	6.625	80	HOUSTON	TX	77005
806101	411600	409851.1	6/1/2002	5/1/1932	355	355	360	2703.92	6.875	80	LIVINGSTON	NJ	7039
806306	384700	382780.17	5/1/2002	4/1/1932	354	354	360	2559.42	7	68.09	HERNDON	VA	20171
806379	380000	377534.31	6/1/2002	5/1/1932	353	355	360	2464.67	6.75	64.42	WYCKOFF	NJ	7481
806473	383000	381088.65	5/1/2002	4/1/1932	354	354	360	2548.11	7	23.94	SARATOGA	CA	95070
806479	330000	328228.79	5/1/2002	4/1/1932	354	354	360	2113.03	6.625	66.67	GOLDEN	CO	80401
806508	449400	447443.5	6/1/2002	5/1/1932	355	355	360	2914.8	6.75	70	MCLEAN	VA	22101
806520	495000	492468.82	5/1/2002	4/1/1932	354	354	360	3251.8	6.875	90	ROGERSVILLE	AL	35652
806522	650000	647238.13	6/1/2002	5/1/1932	355	355	360	4270.04	6.875	69.52	WASHINGTON	DC	20015
806605	448100	446241.93	6/1/2002	5/1/1932	355	355	360	2981.22	7	79.99	SAN FRANCISC	CA	94107
806728	635000	630675.47	5/1/2002	4/1/1932	352	354	360	4118.6	6.75	64.8	LARKSPUR	CO	80118
806741	523000	520259.95	5/1/2002	4/1/1932	354	354	360	3392.17	6.75	56.54	CAMARILLO	CA	93012
806821	575000	570935.49	6/1/2002	5/1/1932	352	355	360	3777.34	6.875	78.23	PLEASANT HIL	CA	94523
807147	1000000	995646.4	6/1/2002	5/1/1932	355	355	360	6485.98	6.75	64.52	CLAYTON	MO	63105
807662	685400	682487.72	6/1/2002	5/1/1932	355	355	360	4502.59	6.875	80	MISSION HILL	KS	66208
807763	524000	521279.18	5/1/2002	4/1/1932	354	354	360	3486.19	7	80	BOSTON	MA	2115
807855	630000	627257.22	6/1/2002	5/1/1932	355	355	360	4086.17	6.75	45	BOSTON	MA	2116
808033	428000	426120.44	6/1/2002	5/1/1932	355	355	360	2811.66	6.875	80	LEESBURG	VA	20176
808108	399936	398152.1	6/1/2002	5/1/1932	355	355	360	2560.84	6.625	80	ASHLAND	MA	1721
808231	384200	382527.36	6/1/2002	5/1/1932	355	355	360	2491.91	6.75	80	ASHBURN	VA	20147
808233	609700	606582.35	5/1/2002	4/1/1932	354	354	360	4005.29	6.875	69.68	MILLERSVILLE	MD	21108
808299	950000	945963.46	6/1/2002	5/1/1932	355	355	360	6240.82	6.875	43.18	WELLESLEY	MA	2481
808786	580000	577535.56	6/1/2002	5/1/1932	355	355	360	3810.19	6.875	57.43	ST LOUIS	MO	63131
808866	400000	398341.38	6/1/2002	5/1/1932	355	355	360	2661.21	7	65.04	MARLBORO	NJ	7751
809157	375000	373406.64	6/1/2002	5/1/1932	355	355	360	2463.48	6.875	55.56	SUFFOLK	VA	23435
809168	344000	311836.59	5/1/2002	4/1/1932	274	354	360	2259.84	6.875	80	BRIDGEWATER	NJ	8807
809170	570000	567518.43	6/1/2002	5/1/1932	355	355	360	3697.01	6.75	69.09	BRENTWOOD	TN	37027
809336	245000	243984.11	6/1/2002	5/1/1932	355	355	360	1629.99	7	69.6	NEW CITY	NY	10956
809385	332000	330554.58	6/1/2002	5/1/1932	355	355	360	2153.35	6.75	80	NORFOLK	MA	2056
809408	360000	358470.37	6/1/2002	5/1/1932	355	355	360	2364.94	6.875	64.04	FREEHOLD	NJ	7728
809409	688000	685076.64	6/1/2002	5/1/1932	355	355	360	4519.68	6.875	57.33	DUXBURY	MA	2332
809431	647100	644282.77	6/1/2002	5/1/1932	355	355	360	4197.08	6.75	80	YORBA LINDA	CA	92886
809465	495000	492304.35	5/1/2002	4/1/1932	354	354	360	3251.8	6.875	79.2	LAWRENCE	KS	66047
809565	405000	403236.8	6/1/2002	5/1/1932	355	355	360	2626.82	6.75	47.65	BRINKLOW	MD	20862
809593	330000	328312.53	5/1/2002	4/1/1932	354	354	360	2167.87	6.875	62.26	CASTRO VALLE	CA	94546
809754	387995	386386.11	6/1/2002	5/1/1932	355	355	360	2581.35	7	80	HOBOKEN	NJ	7030
809823	573600	570664.3	5/1/2002	4/1/1932	354	354	360	3768.14	6.875	80	EDWARDS	CO	81632
809876	337878	336704.48	7/1/2002	6/1/1932	356	356	360	2191.48	6.75	56.31	GRANITE BAY	CA	95746
810165	450000	447698.94	5/1/2002	4/1/1932	354	354	360	2956.18	6.875	72	GOLDEN	CO	80403
810249	443738	442233.93	7/1/2002	6/1/1932	356	356	360	2915.05	6.875	66.73	MCLEAN	VA	22101
810308	423000	419781.86	5/1/2002	4/1/1932	351	354	360	2743.57	6.75	71.09	AURORA	CO	80016
810314	427000	425140.99	6/1/2002	5/1/1932	355	355	360	2769.52	6.75	34.86	LOS ANGELES	CA	90024
810342	384675	383000.25	6/1/2002	5/1/1932	355	355	360	2495	6.75	32.06	WESTPORT	CT	6880
810743	367500	365620.81	5/1/2002	4/1/1932	354	354	360	2414.21	6.875	52.5	PARK RIDGE	IL	60068
810792	481000	478765.54	6/1/2002	5/1/1932	355	355	360	3159.83	6.875	30.06	WESTON	MA	2493
810823	311500	310176.46	6/1/2002	5/1/1932	355	355	360	2046.33	6.875	79.99	SEWELL	NJ	8080
811012	361000	358245.23	6/1/2002	5/1/1932	351	355	360	2371.52	6.875	75.21	GUILFORD	CT	6437
811136	398000	396308.88	6/1/2002	5/1/1932	355	355	360	2614.58	6.875	66.33	RIDGEFIELD	CT	6877
811234	335000	333244.93	5/1/2002	4/1/1932	354	354	360	2172.8	6.75	69.79	DAVIDSONVILL	MD	21035
811279	507500	503639.64	6/1/2002	5/1/1932	352	355	360	3083.62	6.125	70	NEWTON	MA	2467
811387	1000000	994760.87	5/1/2002	4/1/1932	354	354	360	6485.99	6.75	55.56	PHOENIX	MD	21131
811446	370300	367533.78	6/1/2002	5/1/1932	352	355	360	2340.55	6.5	70	BETHESDA	MD	20817
811451	341000	339551.06	6/1/2002	5/1/1932	355	355	360	2240.13	6.875	78.94	ELLICOTT CIT	MD	21043
811506	486000	480633.89	5/1/2002	4/1/1932	348	354	360	3152.19	6.75	52.83	CHEVY CHASE	MD	20815
811545	336000	334572.29	6/1/2002	5/1/1932	355	355	360	2207.29	6.875	76.36	STAFFORD	VA	22554
811546	350000	344605.38	6/1/2002	5/1/1932	342	355	360	2328.56	7	75.59	CHAMBERSBURG	PA	17201
811558	365050	363643.95	6/1/2002	5/1/1932	355	355	360	2521.31	7.375	67.04	WINCHESTER	MA	1890
811567	340000	337762.6	5/1/2002	4/1/1932	352	354	360	2233.56	6.875	44.16	ENGLEWOOD	NJ	7631
811582	393700	392027.16	6/1/2002	5/1/1932	355	355	360	2586.33	6.875	51.13	NEEDHAM	MA	2492
811633	339000	337347.05	5/1/2002	4/1/1932	354	354	360	2283.91	7.125	91.13	COLUMBIA	MO	65203
811757	363750	362163.03	6/1/2002	5/1/1932	355	355	360	2389.58	6.875	75	BRANFORD	CT	6405
811850	375000	373445.06	6/1/2002	5/1/1932	355	355	360	2494.88	7	57.69	BLUE BELL	PA	19622
811881	451000	448637.16	5/1/2002	4/1/1932	354	354	360	2925.18	6.75	58.95	DENVER	CO	80220
811905	333000	331075.26	5/1/2002	4/1/1932	353	354	360	2187.58	6.875	60	WEST CHESTER	PA	19380
811951	367200	365639.78	6/1/2002	5/1/1932	355	355	360	2412.24	6.875	80	TEANECK	NJ	7666
811957	382000	380376.85	6/1/2002	5/1/1932	355	355	360	2509.47	6.875	74.9	ASHLAND	MA	1721
812055	370000	368354.09	6/1/2002	5/1/1932	355	355	360	2430.64	6.875	67.7	LYNNFIELD	MA	1940
812166	360000	358543.35	6/1/2002	5/1/1932	355	355	360	2425.39	7.125	73.47	SACRAMENTO	CA	95831
812334	411200	408641.28	6/1/2002	5/1/1932	353	355	360	2701.29	6.875	80	NORTHPORT	NY	11768
812384	500000	497316.33	5/1/2002	4/1/1932	354	354	360	3201.56	6.625	61.27	LONG BEACH T	NJ	8008
812407	500000	497875.51	6/1/2002	5/1/1932	355	355	360	3284.64	6.875	58.82	WOODCLIFF LA	NJ	7675
812450	382400	380775.15	6/1/2002	5/1/1932	355	355	360	2512.1	6.875	80	WASHINGTON	DC	20007
812457	450000	447698.93	5/1/2002	4/1/1932	354	354	360	2956.18	6.875	45.92	SAN JOSE	CA	95112
812472	587200	584404.47	6/1/2002	5/1/1932	354	355	360	3906.66	7	80	WASHINGTON	DC	20005
812481	442500	440665.12	6/1/2002	5/1/1932	355	355	360	2943.97	7	75	NATICK	MA	1760
812646	450000	444143.47	6/1/2002	5/1/1932	344	355	360	3031.73	7.125	72.06	LOWER GWYNED	PA	19002
812696	359200	357004.69	6/1/2002	5/1/1932	353	355	360	2389.77	7	80	NEW YORK	NY	10023
812754	435862	423837.13	6/1/2002	5/1/1932	330	355	360	2863.31	6.875	75	DIAMOND BAR	CA	91765
813004	365000	363486.53	6/1/2002	5/1/1932	355	355	360	2428.35	7	75.73	PARK CITY	UT	84098
813066	400000	393337.16	5/1/2002	4/1/1932	341	354	360	2627.72	6.875	79.99	AUDUBON	PA	19403
813178	508000	505464.84	5/1/2002	4/1/1932	354	354	360	3379.74	7	80	SAN DIEGO	CA	92120
813355	530900	528644.17	6/1/2002	5/1/1932	355	355	360	3487.64	6.875	79.95	IRVINE	CA	92602
813411	485000	480898.85	6/1/2002	5/1/1932	350	355	360	3186.1	6.875	36.6	CUPERTINO	CA	95014
813434	486450	483752.57	5/1/2002	4/1/1932	353	354	360	3236.36	7	69.99	HAYWARD	CA	94544
813441	345000	343263.97	5/1/2002	4/1/1932	354	354	360	2295.29	7	79.86	THOUSAND OAK	CA	91360
813538	334598	333457.3	7/1/2002	6/1/1932	356	356	360	2198.08	6.875	62.54	SMITHFIELD	VA	23430
813876	544000	541218.29	5/1/2002	4/1/1932	354	354	360	3573.69	6.875	66.34	WRIGHTSVILLE	NC	28480
813963	500000	498386.31	7/1/2002	6/1/1932	356	356	360	3368.6	7.125	58.14	LITTLE SILVE	NJ	7739
814157	455000	452146.12	5/1/2002	4/1/1932	353	354	360	2951.12	6.75	79.96	ATLANTA	GA	30309
814274	523500	521329.28	6/1/2002	5/1/1932	355	355	360	3482.86	7	69.8	SAN FRANCISC	CA	94107
814304	415000	413279.16	6/1/2002	5/1/1932	355	355	360	2761.01	7	46.11	HALF MOON BA	CA	94019
814349	348000	346372.07	5/1/2002	4/1/1932	354	354	360	2403.55	7.375	80	OVERLAND PAR	KS	66213
814363	103500	102997.01	6/1/2002	5/1/1932	354	355	360	706.06	7.25	75	HUNTERSVILLE	NC	28078
814366	450000	448087.9	6/1/2002	5/1/1932	355	355	360	2956.19	6.875	53.57	DENVER	CO	80220
814443	432000	430208.67	6/1/2002	5/1/1932	355	355	360	2874.11	7	80	NORTH MIAMI	FL	33181
814448	750000	747395.17	7/1/2002	6/1/1932	356	356	360	4864.49	6.75	58.64	DANVILLE	CA	94526
814450	580000	576961.34	5/1/2002	4/1/1932	354	354	360	3761.87	6.75	80	NASHVILLE	TN	37205
814470	400000	397853.05	5/1/2002	4/1/1932	354	354	360	2561.25	6.625	59.7	WAXHAW	NC	28173
814548	392000	390374.53	6/1/2002	5/1/1932	355	355	360	2607.99	7	80	WHITE PLAINS	NY	10605
814570	530000	527802.34	6/1/2002	5/1/1932	355	355	360	3526.1	7	65.43	BUSH	LA	70431
814704	382000	380454.33	6/1/2002	5/1/1932	355	355	360	2573.61	7.125	76.1	LONG BEACH	NY	11561
815302	375000	373249.94	6/1/2002	5/1/1932	355	355	360	2432.24	6.75	40.32	MARBLEHEAD	MA	1945
815439	434412	432427.05	6/1/2002	5/1/1932	355	355	360	2745.78	6.5	75.55	FAIRFAX	VA	22032
815533	541000	538756.69	6/1/2002	5/1/1932	355	355	360	3599.29	7	72.13	MENDHAM TOWN	NJ	7960
815598	525000	522315.4	5/1/2002	4/1/1932	354	354	360	3448.88	6.875	68.63	ATLANTA	GA	30327
815706	435000	433196.23	6/1/2002	5/1/1932	355	355	360	2894.07	7	50	STAMFORD	CT	6903
815809	600000	597512.04	6/1/2002	5/1/1932	355	355	360	3991.82	7	77.11	NEWTOWN SQUA	PA	19073
815897	320000	318332.54	5/1/2002	4/1/1932	354	354	360	2155.9	7.125	79.01	FARMINGTON H	MI	48334
815903	377600	375995.59	6/1/2002	5/1/1932	355	355	360	2480.56	6.875	80	RAMSEY	NJ	7446
815912	443200	441216.26	6/1/2002	5/1/1932	355	355	360	2911.51	6.875	80	POTOMAC	MD	20854
815983	437000	435187.98	6/1/2002	5/1/1932	355	355	360	2907.37	7	65.22	REDDING	CT	6896
816153	432600	430761.91	6/1/2002	5/1/1932	355	355	360	2841.87	6.875	69	AROMAS	CA	95004
816545	314700	313426.67	6/1/2002	5/1/1932	355	355	360	2120.19	7.125	53.79	SAN FRANCISC	CA	94114
816882	390000	386564.75	5/1/2002	4/1/1932	349	354	360	2627.51	7.125	83.87	NEWARK	CA	94560
816966	325000	323338.11	5/1/2002	4/1/1932	354	354	360	2135.02	6.875	56.91	SAN DIEGO	CA	92129
817088	357600	356080.55	6/1/2002	5/1/1932	355	355	360	2349.18	6.875	68.77	REDWOOD CITY	CA	94061
817222	459000	457001.68	6/1/2002	5/1/1932	355	355	360	2977.07	6.75	75	SUMMIT	NJ	7901
817225	325000	323652.38	6/1/2002	5/1/1932	355	355	360	2162.23	7	65	ANDOVER	MN	55304
817435	340000	338482	6/1/2002	5/1/1932	355	355	360	2262.03	7	80	COLUMBIA	MD	21044
817446	319000	317677.22	6/1/2002	5/1/1932	355	355	360	2122.32	7	79.95	SAVANNAH	GA	31411
817535	613550	610943.01	6/1/2002	5/1/1932	355	355	360	4030.59	6.875	80	COLLEYVILLE	TX	76034
817649	330000	328563.27	6/1/2002	5/1/1932	355	355	360	2140.38	6.75	62.86	VIENNA	VA	22182
817738	597000	594337.16	6/1/2002	5/1/1932	355	355	360	3822.66	6.625	77.53	PALO ALTO	CA	94306
818022	400000	398049.72	6/1/2002	5/1/1932	354	355	360	2728.71	7.25	49.38	ORINDA	CA	94563
818103	192000	191203.87	6/1/2002	5/1/1932	355	355	360	1277.38	7	35.56	UPPER SADDLE	NJ	7458
818131	473900	471886.37	6/1/2002	5/1/1932	355	355	360	3113.19	6.875	70	NAPLES	FL	34103
818524	500000	497443.29	5/1/2002	4/1/1932	354	354	360	3284.64	6.875	69.44	SEVERNA PARK	MD	21146
818676	600000	597745.55	6/1/2002	5/1/1932	355	355	360	4195.29	7.5	70.59	OLD BROOKVIL	NY	11545
818715	432000	430164.39	6/1/2002	5/1/1932	355	355	360	2837.94	6.875	80	KILLINGWORTH	CT	6419
818885	395000	393151.2	6/1/2002	5/1/1932	355	355	360	2464.29	6.375	35.71	NEW CANAAN	CT	6840
818943	324000	322623.31	6/1/2002	5/1/1932	355	355	360	2128.45	6.875	80	PRESCOTT	AZ	86303
819084	325000	323378.13	5/1/2002	4/1/1932	354	354	360	2162.23	7	52	LARKSPUR	CO	80118
819162	400000	398381.55	6/1/2002	5/1/1932	355	355	360	2694.87	7.125	54.95	GREAT NECK	NY	11023
819183	769250	766137.47	6/1/2002	5/1/1932	355	355	360	5182.58	7.125	85	LIBERTY	MO	64068
819236	381000	379495.87	6/1/2002	5/1/1932	355	355	360	2599.09	7.25	79.87	YORKTOWN	VA	23693
819270	574300	563848.33	6/1/2002	5/1/1932	339	355	360	3820.84	7	66.39	CLAYTON	MO	63105
819416	624000	618523.61	5/1/2002	4/1/1932	350	354	360	4099.24	6.875	80	HOLLISTER	CA	95023
819576	375200	373605.75	6/1/2002	5/1/1932	355	355	360	2464.8	6.875	70	TOLUCA LAKE	CA	91602
819729	512000	509876.97	6/1/2002	5/1/1932	355	355	360	3406.35	7	79.88	PORTLAND	OR	97201
819810	325834	324449.52	6/1/2002	5/1/1932	355	355	360	2140.5	6.875	44.94	RIVERVALE	NJ	7675
819864	517000	514697.2	6/1/2002	5/1/1932	355	355	360	3396.32	6.875	43.08	BURR RIDGE	IL	60527
819877	372000	370258.85	6/1/2002	5/1/1932	355	355	360	2320.8	6.375	77.5	THOUSAND OAK	CA	91362
820074	333000	331619.19	6/1/2002	5/1/1932	355	355	360	2215.46	7	66.6	GLOUCESTER	MA	1930
820082	390000	388302.1	6/1/2002	5/1/1932	355	355	360	2529.53	6.75	62.4	HIGHLAND	MD	20777
820343	650000	647238.13	6/1/2002	5/1/1932	355	355	360	4270.04	6.875	74.19	SEWICKLEY	PA	15143
820347	336000	334572.29	6/1/2002	5/1/1932	355	355	360	2207.29	6.875	80	SAN JOSE	CA	95111
820593	529800	527548.86	6/1/2002	5/1/1932	355	355	360	3480.41	6.875	80	MOORESTOWN	NJ	8057
820866	450000	447698.93	5/1/2002	4/1/1932	354	354	360	2956.18	6.875	91.84	CHARLESTON	WV	25314
820884	425350	423174.96	5/1/2002	4/1/1932	354	354	360	2794.25	6.875	70.89	MILPITAS	CA	95035
821067	700000	697097.4	6/1/2002	5/1/1932	355	355	360	4657.12	7	60.34	PHILADELPHIA	PA	19106
821106	1000000	996242.57	6/1/2002	5/1/1932	355	355	360	6992.15	7.5	56.98	MIAMI	FL	33181
821145	364000	362490.42	6/1/2002	5/1/1932	355	355	360	2421.7	7	70	CAMBRIDGE	MA	2141
821169	415000	412049.32	6/1/2002	5/1/1932	352	355	360	2726.26	6.875	45.36	WASHINGTON	DC	20008
821419	482400	480495.53	6/1/2002	5/1/1932	355	355	360	3290.82	7.25	80	FULSHEAR	TX	77441
821485	375350	373755.14	6/1/2002	5/1/1932	355	355	360	2465.78	6.875	78.2	DANVILLE	CA	94506
821507	327900	326573.27	6/1/2002	5/1/1932	355	355	360	2209.12	7.125	80	NORTH KINGST	RI	2852
821879	419450	417162.75	5/1/2002	4/1/1932	353	354	360	2825.92	7.125	80	FREDERICK	MD	21704
822000	329000	327635.76	6/1/2002	5/1/1932	355	355	360	2188.85	7	70	PLEASANTON	CA	94566
822066	454500	452959.46	7/1/2002	6/1/1932	356	356	360	2985.75	6.875	63.57	GREEN BROOK	NJ	8812
822121	543750	541101.96	5/1/2002	4/1/1932	354	354	360	3663.35	7.125	75	RIVERSIDE	CA	92506
822240	484000	481053.74	6/1/2002	5/1/1932	353	355	360	3179.54	6.875	73.34	SEATTLE	WA	98103
822499	480000	477648.62	6/1/2002	5/1/1932	354	355	360	3113.27	6.75	61.94	MORGAN HILL	CA	95037
822542	353600	351747.42	5/1/2002	4/1/1932	354	354	360	2293.45	6.75	80	SOUTHLAKE	TX	76092
823093	390000	388422	6/1/2002	5/1/1932	355	355	360	2627.5	7.125	63.93	LITTLETON	MA	1460
823118	360000	358543.35	6/1/2002	5/1/1932	355	355	360	2425.39	7.125	80	CAMBRIDGE	MA	2142
823150	393000	391330.14	6/1/2002	5/1/1932	355	355	360	2581.73	6.875	77.06	CASTRO VALLE	CA	94552
823174	375900	374012.3	6/1/2002	5/1/1932	354	355	360	2438.08	6.75	79.99	SUNNYVALE	CA	94085
823288	420000	417904.02	5/1/2002	4/1/1932	354	354	360	2794.27	7	80	GLENDORA	CA	91741
823420	427200	425119.55	5/1/2002	4/1/1932	354	354	360	2878.13	7.125	76.29	PORTLAND	OR	97210
823561	464000	462155.82	6/1/2002	5/1/1932	355	355	360	3165.3	7.25	80	VALLEY VILLA	CA	91607
823607	398300	396565.95	6/1/2002	5/1/1932	355	355	360	2583.37	6.75	53.9	SANTA ROSA	CA	95404
823713	358800	357157.61	6/1/2002	5/1/1932	355	355	360	2357.06	6.875	79.99	ASHBURN	VA	20147
823754	639200	636613.66	6/1/2002	5/1/1932	355	355	360	4306.41	7.125	80	CHICAGO	IL	60622
823772	340000	338590.16	6/1/2002	5/1/1932	355	355	360	2262.03	7	80	WAYNE	NJ	7470
823778	472500	470588.18	6/1/2002	5/1/1932	355	355	360	3183.32	7.125	70	NORTHRIDGE A	CA	91325
823892	445000	443109.16	6/1/2002	5/1/1932	355	355	360	2923.34	6.875	67.94	SEATTLE	WA	98117
823920	407900	406249.55	6/1/2002	5/1/1932	355	355	360	2748.1	7.125	78.46	HUNTINGTON B	CA	92646
823980	580000	568725.89	6/1/2002	5/1/1932	338	355	360	3810.19	6.875	77.33	AMES	IA	50010
824098	443000	441071.35	6/1/2002	5/1/1932	355	355	360	2873.29	6.75	78.97	THOUSAND OAK	CA	91320
824112	472000	469945.06	6/1/2002	5/1/1932	355	355	360	3061.39	6.75	24.21	CARPINTERIA	CA	93013
824164	570000	567578.04	6/1/2002	5/1/1932	355	355	360	3744.5	6.875	75	COLUMBIA	SC	29206
824311	400000	396851.82	6/1/2002	5/1/1932	351	355	360	2661.21	7	78.43	ASHBURN	VA	20147
824368	240000	239004.81	6/1/2002	5/1/1932	355	355	360	1596.73	7	75	LYNNFIELD	MA	1940
824421	432000	430208.67	6/1/2002	5/1/1932	355	355	360	2874.11	7	80	HOBOKEN	NJ	7030
824447	404000	402365.35	6/1/2002	5/1/1932	355	355	360	2721.82	7.125	54.59	HARVARD	MA	1740
824451	500000	497926.74	6/1/2002	5/1/1932	355	355	360	3326.51	7	52.63	NEW CANAAN	CT	6840
824598	380000	378385.35	6/1/2002	5/1/1932	355	355	360	2496.33	6.875	79.33	SAN DIEGO	CA	92128
824804	450000	448134.06	6/1/2002	5/1/1932	355	355	360	2993.86	7	76.27	GLASTONBURY	CT	6033
824840	373500	371988.74	6/1/2002	5/1/1932	355	355	360	2516.34	7.125	75.45	BARTLETT	IL	60103
824860	420000	415167.04	6/1/2002	5/1/1932	347	355	360	2759.1	6.875	80	MANTOLOKING	NJ	8738
824885	376500	369141.08	5/1/2002	4/1/1932	338	354	360	2504.86	7	72.4	EXMORE	VA	23350
824931	320000	318441.62	5/1/2002	4/1/1932	354	354	360	2155.9	7.125	80	PACIFICA	CA	94044
825156	423000	421158.43	6/1/2002	5/1/1932	355	355	360	2743.57	6.75	69.23	IRVINE	CA	92620
825269	480000	477604.6	5/1/2002	4/1/1932	354	354	360	3193.45	7	80	LOS ANGELES	CA	90066
825284	306000	304761.86	6/1/2002	5/1/1932	355	355	360	2061.58	7.125	48.57	SEATTLE	WA	98103
825659	372000	370494.55	6/1/2002	5/1/1932	355	355	360	2506.24	7.125	80	FREDERICK	MD	21703
825962	480600	478201.56	5/1/2002	4/1/1932	354	354	360	3197.45	7	65.84	CAMBRIDGE	MA	2138
826136	399000	397304.57	6/1/2002	5/1/1932	355	355	360	2621.15	6.875	79.8	REDONDO BEAC	CA	90277
826170	750000	745770.44	6/1/2002	5/1/1932	353	355	360	5052.89	7.125	57.69	RALEIGH	NC	27612
826604	379000	374570.57	5/1/2002	4/1/2022	234	234	240	2938.38	7	58.76	DACULA	GA	30019
826787	309960	308674.75	6/1/2002	5/1/1932	355	355	360	2062.17	7	80	HIGHLANDS RA	CO	80126
826908	392000	390334.39	6/1/2002	5/1/1932	355	355	360	2575.16	6.875	80	SAN DIEGO	CA	92129
827003	367000	365440.6	6/1/2002	5/1/1932	355	355	360	2410.93	6.875	54.37	SUGAR LAND	TX	77479
827086	346000	344529.86	6/1/2002	5/1/1932	355	355	360	2272.97	6.875	79.98	NEWTOWN SQUA	PA	19073
827150	395000	393362.15	6/1/2002	5/1/1932	355	355	360	2627.94	7	79.8	PARADISE VAL	AZ	85253
827205	578000	575483.6	6/1/2002	5/1/1932	355	355	360	3748.9	6.75	80	MEDIA	PA	19063
827481	450000	448511.56	7/1/2002	6/1/1932	356	356	360	2993.87	7	56.25	SEVERNA PARK	MD	21146
827714	347200	345760.3	6/1/2002	5/1/1932	355	355	360	2309.93	7	79.99	ASHBURN	VA	20147
827803	690000	687138.86	6/1/2002	5/1/1932	355	355	360	4590.59	7	60	PORTLAND	OR	97229
827944	604000	600985.77	5/1/2002	4/1/1932	354	354	360	4018.43	7	75.5	SAMMAMISH	WA	98074
827989	555000	552698.66	6/1/2002	5/1/1932	355	355	360	3692.43	7	78.72	SAN JOSE	CA	95148
828150	450000	448179.19	6/1/2002	5/1/1932	355	355	360	3031.74	7.125	36	WILTON	CT	6897
829038	512000	509876.97	6/1/2002	5/1/1932	355	355	360	3406.35	7	69.66	FREMONT	CA	94539
829431	496000	494041.82	6/1/2002	5/1/1932	355	355	360	3383.6	7.25	80	LOS ALAMITOS	CA	90720
829936	320000	316441.14	6/1/2002	5/1/1932	347	355	360	2075.51	6.75	67.37	SCITUATE	MA	2066
830123	367000	365515.03	6/1/2002	5/1/1932	355	355	360	2472.55	7.125	53.97	ALEXANDRIA	VA	22314
830142	390000	388053.74	5/1/2002	4/1/1932	354	354	360	2594.68	7	69.89	CENTREVILLE	VA	20120
830266	770000	766960.1	6/1/2002	5/1/1932	355	355	360	5252.76	7.25	70	HOUSTON	TX	77024
830597	311000	309480.68	5/1/2002	4/1/1932	354	354	360	2095.27	7.125	67.61	TRACY	CA	95376
830706	525000	519839.94	6/1/2002	5/1/1932	348	355	360	3537.03	7.125	70	NAPLES	FL	34119
830753	648000	645378.04	6/1/2002	5/1/1932	355	355	360	4365.7	7.125	54	OKEMOS	MI	48864
830880	636000	632415.51	6/1/2002	5/1/1932	354	355	360	4072.38	6.625	65.23	LOS GATOS	CA	95032
831017	451000	448932.54	6/1/2002	5/1/1932	355	355	360	2962.75	6.875	61.11	HOUSTON	TX	77005
831046	486000	483984.73	6/1/2002	5/1/1932	355	355	360	3233.38	7	69.43	SAN JOSE	CA	95120
831175	900000	896358.41	6/1/2002	5/1/1932	355	355	360	6063.47	7.125	39.13	PLEASANTON	CA	94566
831469	498000	495934.99	6/1/2002	5/1/1932	355	355	360	3313.21	7	24.9	LAGUNA NIGUE	CA	92677
831691	332350	330937.85	6/1/2002	5/1/1932	355	355	360	2183.3	6.875	79.99	GAINESVILLE	VA	20155
831799	359500	357705.91	5/1/2002	4/1/1932	354	354	360	2391.77	7	80	PINOLE	CA	94564
831878	326100	324305.34	5/1/2002	4/1/1932	353	354	360	2224.58	7.25	63.32	DUBLIN	CA	94568
831969	525000	522380	5/1/2002	4/1/1932	354	354	360	3492.84	7	50	BEVERLY HILL	CA	90211
832379	323200	321859.82	6/1/2002	5/1/1932	355	355	360	2150.26	7	80	MINNEAPOLIS	MN	55409
832489	577500	574546.99	5/1/2002	4/1/1932	354	354	360	3793.76	6.875	68.75	ORANGEVALE	CA	95662
832536	552000	549477.73	6/1/2002	5/1/1932	355	355	360	3489.02	6.5	80	SAN FRANCISC	CA	94107
832541	355000	353482.69	6/1/2002	5/1/1932	355	355	360	2361.83	7	75.53	HUNTINGTON B	CA	92648
832851	355255	353745.5	6/1/2002	5/1/1932	355	355	360	2333.78	6.875	74.63	GREAT FALLS	VA	22066
832866	880000	876260.84	6/1/2002	5/1/1932	355	355	360	5780.98	6.875	56.77	NEWPORT BEAC	CA	92663
832892	425000	423237.69	6/1/2002	5/1/1932	355	355	360	2827.54	7	67.46	MOUNT PLEASA	SC	29466
832984	360000	358311.57	6/1/2002	5/1/1932	354	355	360	2486.43	7.375	80	ROCKVILLE	MD	20850
832994	396000	394023.78	5/1/2002	4/1/1932	354	354	360	2634.6	7	80	VIRGINIA BEA	VA	23451
833064	350000	348583.86	6/1/2002	5/1/1932	355	355	360	2358.01	7.125	52.24	SOMMERSVILLE	MA	2145
833252	478000	474706.91	5/1/2002	4/1/1932	352	354	360	3100.3	6.75	76.48	WEST COVINA	CA	91791
833286	600000	596931.93	5/1/2002	4/1/1932	354	354	360	3941.57	6.875	53.33	CALABASAS	CA	91302
833305	520000	517947.08	6/1/2002	5/1/1932	355	355	360	3547.32	7.25	78.82	SOUTHBURY	CT	6488
833407	368000	366511.03	6/1/2002	5/1/1932	355	355	360	2479.28	7.125	79.99	MANASSAS	VA	20112
833572	414800	413037.45	6/1/2002	5/1/1932	355	355	360	2724.95	6.875	59.26	CAMBRIDGE	MA	2139
833618	426000	424189.9	6/1/2002	5/1/1932	355	355	360	2798.52	6.875	69.84	EAST HANOVER	NJ	7936
833724	640000	637346.17	6/1/2002	5/1/1932	355	355	360	4257.94	7	80	REDWOOD SHOR	CA	94065
833866	650000	647238.13	6/1/2002	5/1/1932	355	355	360	4270.04	6.875	46.43	TOWSON	MD	21204
833936	376100	374578.2	6/1/2002	5/1/1932	355	355	360	2533.86	7.125	79.99	LORTON	VA	22079
834148	347050	345679.89	6/1/2002	5/1/1932	355	355	360	2367.49	7.25	79.05	LIBERTYVILLE	IL	60048
834162	336000	334737.47	6/1/2002	5/1/1932	355	355	360	2349.37	7.5	80	CONCORD	NH	3303
834470	516000	514012.53	6/1/2002	5/1/1932	355	355	360	3563.89	7.375	69.73	BRENTWOOD	CA	94513
834849	877500	873330.25	5/1/2002	4/1/1932	354	354	360	5986.1	7.25	65	SAN FRANCISC	CA	94121
835043	378000	376086.98	6/1/2002	5/1/1932	354	355	360	2514.85	7	70	MELVILLE	NY	11747
835288	360000	358470.32	6/1/2002	5/1/1932	355	355	360	2364.95	6.875	41.38	FRIPP ISLAND	SC	29920
835589	210000	209129.21	6/1/2002	5/1/1932	355	355	360	1397.14	7	75	LOS ANGELES	CA	91401
835669	496000	493892.48	6/1/2002	5/1/1932	355	355	360	3258.37	6.875	79.36	HOUSTON	TX	77005
835898	340000	338657.71	6/1/2002	5/1/1932	355	355	360	2319.4	7.25	79.07	FREEMONT	CA	94536
836203	328000	326459.79	6/1/2002	5/1/1932	354	355	360	2154.73	6.875	54.67	LONG VALLEY	NJ	7853
836217	650000	645909.66	6/1/2002	5/1/1932	353	355	360	4215.89	6.75	43.33	BEVERLY HILL	CA	90210
836624	415000	413320.79	6/1/2002	5/1/1932	355	355	360	2795.94	7.125	48	SAN JOSE	CA	95124
837090	516000	513807.53	6/1/2002	5/1/1932	355	355	360	3389.75	6.875	79.38	LOWER GWYNED	PA	19002
837099	384200	382378.3	6/1/2002	5/1/1932	354	355	360	2588.43	7.125	77.62	CHICAGO	IL	60618
837251	440500	438301.71	5/1/2002	4/1/1932	354	354	360	2930.66	7	79.87	PIKE ROAD	AL	36064
837298	500000	497854.44	6/1/2002	5/1/1932	355	355	360	3410.89	7.25	79.37	CELEBRATION	FL	34747
837416	422500	420748.04	6/1/2002	5/1/1932	355	355	360	2810.91	7	80	CASTLE ROCK	CO	80104
837703	349950	347268.1	5/1/2002	4/1/1932	351	354	360	2328.23	7	79.99	LORTON	VA	22079
837739	650000	647369.98	6/1/2002	5/1/1932	355	355	360	4379.17	7.125	72.22	COLUMBUS	OH	43220
837759	802500	799331.84	6/1/2002	5/1/1932	355	355	360	5474.46	7.25	75	LA CANADA FL	CA	91011
837769	650000	647304.73	6/1/2002	5/1/1932	355	355	360	4324.47	7	61.9	PASADENA	CA	91107
838259	359100	357263.77	5/1/2002	4/1/1932	354	354	360	2359.03	6.875	56.55	WASHINGTON	DC	20012
838488	332500	331087.2	6/1/2002	5/1/1932	355	355	360	2184.29	6.875	70	REDMOND	WA	98052
838576	446000	444150.63	6/1/2002	5/1/1932	355	355	360	2967.25	7	64.64	NORTH MIAMI	FL	33179
838754	356000	354628.79	6/1/2002	5/1/1932	355	355	360	2458.81	7.375	80	NEW YORK	NY	10024
839550	470000	468144.48	6/1/2002	5/1/1932	355	355	360	3206.23	7.25	78.99	NEW YORK CIT	NY	10017
839633	62000	61767	6/1/2002	5/1/1932	355	355	360	433.52	7.5	67.39	MIAMI	FL	33177
839889	369000	367506.92	6/1/2002	5/1/1932	355	355	360	2486.03	7.125	45	LOS ANGELES	CA	90068
839929	544600	542396.46	6/1/2002	5/1/1932	355	355	360	3669.07	7.125	80	SAN FRANCISC	CA	94107
839971	552000	549654.52	6/1/2002	5/1/1932	355	355	360	3626.25	6.875	80	SAN JOSE	CA	95126
840031	448000	446096.45	6/1/2002	5/1/1932	355	355	360	2943.04	6.875	78.05	RICHMOND	VA	23229
840135	440000	437784.9	5/1/2002	4/1/1932	354	354	360	2964.36	7.125	80	REDWOOD CITY	CA	94061
840198	550000	547481.32	6/1/2002	5/1/1932	355	355	360	3613.11	6.875	68.75	ROCKWALL	TX	75032
840528	423200	421363.14	6/1/2002	5/1/1932	355	355	360	2851.18	7.125	80	CARLSBAD	CA	92009
840655	372000	366320.95	5/1/2002	4/1/1932	342	354	360	2506.23	7.125	80	CYPRESS	TX	77429
840973	650000	647083.41	6/1/2002	5/1/1932	355	355	360	4324.47	7	50	SAN MATEO	CA	94402
841184	416000	414232.38	6/1/2002	5/1/1932	355	355	360	2732.83	6.875	43.79	NEW YORK	NY	10021
841333	840000	836764.57	6/1/2002	5/1/1932	355	355	360	5801.68	7.375	64.62	LOS ANGELES	CA	90024
841489	626500	623390.41	6/1/2002	5/1/1932	354	355	360	4168.12	7	70	LAGUNA NIGUE	CA	92677
841509	416245	407670.84	7/1/2002	6/1/1932	338	356	360	2665.27	6.625	39.64	BARRINGTON	IL	60010
841530	625000	622471.13	6/1/2002	5/1/1932	355	355	360	4210.74	7.125	62.5	ENCINITAS	CA	92024
841610	393000	391409.82	6/1/2002	5/1/1932	355	355	360	2647.72	7.125	49.13	ISSAQUAH	WA	98027
841945	590000	587423.97	6/1/2002	5/1/1932	354	355	360	4125.37	7.5	67.43	CONCORD	MA	1742
843274	650000	647304.73	6/1/2002	5/1/1932	355	355	360	4324.47	7	36.11	WAINSCOTT	NY	11975
843455	420000	418421.89	6/1/2002	5/1/1932	355	355	360	2936.7	7.5	73.75	SONOMA	CA	95476
843554	585700	583330.14	6/1/2002	5/1/1932	355	355	360	3945.97	7.125	53.25	TALLAHASSEE	FL	32312
843560	340000	338657.71	6/1/2002	5/1/1932	355	355	360	2319.4	7.25	80	GAITHERSBURG	MD	20882
843613	430000	428260.14	6/1/2002	5/1/1932	355	355	360	2896.99	7.125	58.34	WOODLAND HIL	CA	91367
843845	493100	490578.53	5/1/2002	4/1/1932	354	354	360	3239.32	6.875	79.99	OAK HILL	VA	20171
844619	358500	357013.46	6/1/2002	5/1/1932	355	355	360	2385.11	7	62.67	BRANDYWINE H	DE	19803
844690	442500	440291.76	5/1/2002	4/1/1932	354	354	360	2943.96	7	75	MARIETTA	GA	30062
844714	348700	346959.85	5/1/2002	4/1/1932	354	354	360	2319.91	7	80	MISSION VIEJ	CA	92692
844950	500000	496403.54	2/1/2002	1/1/1932	351	351	360	3410.88	7.25	70.7	TAMPA	FL	33611
844958	397000	395313.13	6/1/2002	5/1/1932	355	355	360	2608.01	6.875	48.12	SEATTLE	WA	98144
845087	317000	313124.28	6/1/2002	5/1/1932	346	355	360	2082.46	6.875	70.92	IRVINE	CA	92620
845384	335419	333863.89	5/1/2002	4/1/1932	354	354	360	2316.66	7.375	69.73	NEW YORK	NY	10024
845395	518000	515798.98	6/1/2002	5/1/1932	355	355	360	3402.9	6.875	38.37	APTOS	CA	95003
845497	349700	347755.45	4/1/2002	3/1/1932	353	353	360	2385.57	7.25	75.2	SHERMAN OAKS	CA	91423
845498	384000	382483.99	6/1/2002	5/1/1932	355	355	360	2619.56	7.25	78.37	WRIGHTSTOWN	PA	18940
845579	650000	647304.73	6/1/2002	5/1/1932	355	355	360	4324.47	7	65.99	SAN FRANCISC	CA	94122
845584	359000	357547.41	6/1/2002	5/1/1932	355	355	360	2418.65	7.125	69.17	WINCHESTER	MA	1890
845597	344000	342224.73	6/1/2002	5/1/1932	354	355	360	2231.18	6.75	50.96	SAN FRANCISC	CA	94127
845790	400000	397939.19	5/1/2002	4/1/1932	354	354	360	2661.21	7	93.2	PARKER	CO	80138
845848	410000	408381.32	6/1/2002	5/1/1932	355	355	360	2796.93	7.25	70.45	CLEARWATER	FL	33767
845851	162000	161360.43	6/1/2002	5/1/1932	355	355	360	1105.13	7.25	70.43	UNIONDALE	NY	11553
845954	350000	348512.8	6/1/2002	5/1/1932	355	355	360	2299.26	6.875	70	RANDOLPH	NJ	7869
845962	530000	527907.63	6/1/2002	5/1/1932	355	355	360	3615.53	7.25	54.36	NYACK	NY	10960
845988	564400	561906.38	6/1/2002	5/1/1932	355	355	360	3754.97	7	85	PAMONA	NY	10970
846088	479500	477511.69	6/1/2002	5/1/1932	355	355	360	3190.13	7	70	SANTA MONICA	CA	90405
846242	388000	386391.16	6/1/2002	5/1/1932	355	355	360	2581.37	7	80	COLLIERVILLE	TN	38017
846269	340000	338624.31	6/1/2002	5/1/1932	355	355	360	2290.64	7.125	77.27	WOODINVILLE	WA	98072
846413	400000	397287	5/1/2002	4/1/1932	352	354	360	2627.72	6.875	72.07	PHOENIX	MD	21131
846498	368000	366474.05	6/1/2002	5/1/1932	355	355	360	2448.32	7	80	JAMISON	PA	18929
846819	415900	414217.17	6/1/2002	5/1/1932	355	355	360	2802	7.125	79.17	WEBSTER GROV	MO	63119
847008	454900	453104.09	6/1/2002	5/1/1932	355	355	360	3103.22	7.25	79.99	LAYTONSVILLE	MD	20879
847141	388000	386377.47	6/1/2002	5/1/1932	355	355	360	2614.03	7.125	79.84	DIX HILLS	NY	11746
847357	525000	522875.71	6/1/2002	5/1/1932	355	355	360	3537.03	7.125	73.94	BERWYN	PA	19312
847448	336000	333089.14	6/1/2002	5/1/1932	250	355	360	2535.42	7	69.42	SILVER SPRIN	MD	20904
847531	410000	408299.87	6/1/2002	5/1/1932	355	355	360	2727.75	7	51.25	STRATFORD	CT	6615
847547	421600	419808.58	6/1/2002	5/1/1932	355	355	360	2769.62	6.875	80	MOUNTAIN VIE	CA	94043
847873	341600	339895.23	5/1/2002	4/1/1932	354	354	360	2272.68	7	80	IRVINE	CA	92606
847986	400000	398300.38	6/1/2002	5/1/1932	355	355	360	2627.72	6.875	57.97	HUNTINGTON	NY	11743
848189	665000	662309.27	6/1/2002	5/1/1932	355	355	360	4480.23	7.125	68.21	LOS ANGELES	CA	90049
848210	386000	384165.79	5/1/2002	4/1/1932	354	354	360	2633.2	7.25	79.99	CYPRESS	TX	77429
848223	586000	583742.92	6/1/2002	5/1/1932	355	355	360	4047.36	7.375	65.11	SAN FRANCISC	CA	94114
848292	400000	398420.82	6/1/2002	5/1/1932	355	355	360	2728.71	7.25	39.8	TAHOE CITY	CA	94110
848521	462000	460306.69	6/1/2002	5/1/1932	355	355	360	3270.01	7.625	70	ALTADENA	CA	91001
848801	392000	390374.53	6/1/2002	5/1/1932	355	355	360	2607.99	7	80	BOULDER	CO	80304
849128	392800	391210.63	6/1/2002	5/1/1932	355	355	360	2646.37	7.125	80	SANTA CRUZ	CA	95065
849296	828750	825313.56	6/1/2002	5/1/1932	355	355	360	5513.69	7	65	NEW YORK	NY	10017
849494	400000	398341.38	6/1/2002	5/1/1932	355	355	360	2661.21	7	73.66	RICHMOND	VA	23233
849727	464000	462132.83	6/1/2002	5/1/1932	355	355	360	3165.3	7.25	80	SAN JOSE	CA	95148
849728	500000	497875.46	6/1/2002	5/1/1932	355	355	360	3284.65	6.875	60.39	LOS ANGELES	CA	90024
849830	378400	375371.68	6/1/2002	5/1/1932	350	355	360	2549.36	7.125	63.07	STRAWN	TX	76475
849895	340359	338222.99	6/1/2002	5/1/1932	353	355	360	2235.92	6.875	69.46	OAKWOOD	OH	45409
850147	594000	586596.33	6/1/2002	5/1/1932	346	355	360	3902.16	6.875	56.57	SAN FRANCISC	CA	94114
850393	331800	329229.82	7/1/2002	6/1/2022	236	236	240	2572.45	7	66.36	KILLINGTON	VT	5751
850500	500000	497926.74	6/1/2002	5/1/1932	355	355	360	3326.51	7	80	PORTLAND	OR	97229
850583	504000	502058.73	6/1/2002	5/1/1932	355	355	360	3481.01	7.375	74.89	DIX HILLS	NY	11746
850887	346500	344812.61	5/1/2002	4/1/1932	354	354	360	2334.43	7.125	90	VIENNA	VA	22181
851017	365000	363410.19	6/1/2002	5/1/1932	354	355	360	2489.94	7.25	52.14	SEATTLE	WA	98117
851082	526000	523764.99	6/1/2002	5/1/1932	355	355	360	3455.45	6.875	66.41	LOS ANGELES	CA	90064
851161	328000	326672.83	6/1/2002	5/1/1932	355	355	360	2209.8	7.125	80	SAN DIEGO	CA	92111
851207	650000	647170.14	6/1/2002	5/1/1932	355	355	360	4215.89	6.75	72.22	PILOT POINT	TX	76258
851344	385300	383702.28	6/1/2002	5/1/1932	355	355	360	2563.42	7	59.28	SEATTLE	WA	98116
851645	425350	423542.65	6/1/2002	5/1/1932	355	355	360	2794.25	6.875	67.52	GARLAND	TX	75044
851686	426400	425057.37	7/1/2002	6/1/1932	356	356	360	2908.8	7.25	79.73	NAPLES	FL	34238
851955	480000	477910.28	6/1/2002	5/1/1932	355	355	360	3113.27	6.75	55.17	BETHESEDA	MD	20817
852172	483700	476451.94	6/1/2002	5/1/1932	343	355	360	3137.27	6.75	51.19	SOLON	OH	44139
852300	460000	458045.42	6/1/2002	5/1/1932	355	355	360	3021.88	6.875	80	FORT LAUDERD	FL	33301
852440	680000	677110.65	6/1/2002	5/1/1932	355	355	360	4467.12	6.875	43.59	FREMONT	CA	94539
852580	494000	491951.63	6/1/2002	5/1/1932	355	355	360	3286.59	7	44.91	TUSTIN	CA	92782
853306	498500	496541.48	6/1/2002	5/1/1932	354	355	360	3657.82	8	78.5	PHOENIX	MD	21131
853342	425000	423280.34	6/1/2002	5/1/1932	355	355	360	2863.31	7.125	53.8	CARDIFF BY T	CA	92007
853447	440000	437942.54	6/1/2002	5/1/1932	355	355	360	2890.49	6.875	80	LONG BEACH	CA	90814
853782	515000	512864.52	6/1/2002	5/1/1932	355	355	360	3426.31	7	51.5	NAPLES	FL	34108
853831	650000	647238.13	6/1/2002	5/1/1932	355	355	360	4270.04	6.875	65	LOS ANGELES	CA	91325
854185	495000	493185.76	6/1/2002	5/1/1932	355	355	360	3503.58	7.625	75	MANALAPAN	NJ	7726
854416	347000	345595.98	6/1/2002	5/1/1932	355	355	360	2337.8	7.125	68.04	NOVATO	CA	94947
854423	600000	597572.29	6/1/2002	5/1/1932	355	355	360	4042.31	7.125	69.36	LOUISVILLE	KY	40059
854432	275000	273831.5	6/1/2002	5/1/1932	355	355	360	1806.56	6.875	68.75	MIAMI	FL	33143
854502	650000	647304.73	6/1/2002	5/1/1932	355	355	360	4324.47	7	65.66	DANVILLE	CA	94526
854710	500000	497624.09	5/1/2002	4/1/1932	354	354	360	3410.88	7.25	66.67	PEARL RIVER	NY	10965
854856	456000	454199.73	6/1/2002	5/1/1932	355	355	360	3110.73	7.25	80	BROOKLYN	NY	11209
854924	310000	308487.52	5/1/2002	4/1/1932	354	354	360	2088.53	7.125	56.36	LOS ANGELES	CA	90292
855043	461000	459041.22	6/1/2002	5/1/1932	355	355	360	3028.44	6.875	68.3	SPOKANE	WA	99217
855552	335000	333576.55	6/1/2002	5/1/1932	355	355	360	2200.72	6.875	77.91	DANBURY	CT	6810
856008	321950	320615.02	6/1/2002	5/1/1932	355	355	360	2141.94	7	79.99	FAIRFAX	VA	22033
856779	344000	342502.34	6/1/2002	5/1/1932	355	355	360	2231.18	6.75	80	SEVERN	MD	21144
857071	464000	462075.97	6/1/2002	5/1/1932	355	355	360	3087.01	7	80	SAN RAMON	CA	94583
857429	384000	382407.73	6/1/2002	5/1/1932	355	355	360	2554.76	7	80	WINDSOR MILL	MD	21244
857498	448000	446231.34	6/1/2002	5/1/1932	355	355	360	3056.15	7.25	80	LOUISVILLE	KY	40207
857643	380000	378462.45	6/1/2002	5/1/1932	355	355	360	2560.13	7.125	80	ALBUQUERQUE	NM	87111
857650	400000	398420.82	6/1/2002	5/1/1932	355	355	360	2728.71	7.25	57.64	BELMONT	MA	2478
857901	417000	415312.73	6/1/2002	5/1/1932	355	355	360	2809.41	7.125	44.6	WELLESLEY	MA	2481
858039	305500	304201.91	6/1/2002	5/1/1932	355	355	360	2006.92	6.875	79.35	COLORADO SPR	CO	80906
858051	386000	384476.1	6/1/2002	5/1/1932	355	355	360	2633.2	7.25	74.95	VERNON HILLS	IL	60061
858297	607000	604662.04	6/1/2002	5/1/1932	355	355	360	4192.4	7.375	79.87	DENVER	CO	80220
858383	390000	388302.05	6/1/2002	5/1/1932	355	355	360	2529.54	6.75	45.35	FOSTER CITY	CA	94404
858930	233000	231067.94	6/1/2002	5/1/1932	350	355	360	1589.48	7.25	69.55	EAST NORTHPO	NY	11731
858980	566000	563034.65	5/1/2002	4/1/1932	354	354	360	3671.07	6.75	76.49	GREAT FALLS	VA	22066
859283	352000	350575.74	6/1/2002	5/1/1932	355	355	360	2371.49	7.125	80	TORRANCE	CA	90505
859434	467600	465613.16	6/1/2002	5/1/1932	355	355	360	3071.8	6.875	70	MORGAN HILL	CA	95037
859577	335000	333576.6	6/1/2002	5/1/1932	355	355	360	2200.71	6.875	67.68	SAN DIEGO	CA	92127
859701	268000	266941.92	6/1/2002	5/1/1932	355	355	360	1828.24	7.25	80	WEST HILLS	CA	91307
859855	350000	348583.81	6/1/2002	5/1/1932	355	355	360	2358.02	7.125	62.22	PUNTA GORDA	FL	33950
859932	605000	602491.33	6/1/2002	5/1/1932	355	355	360	4025.08	7	63.68	ATLANTA	GA	30307
860266	339950	338574.48	6/1/2002	5/1/1932	355	355	360	2290.31	7.125	85	MERCER ISLAN	WA	98040
860273	350000	348618.2	6/1/2002	5/1/1932	355	355	360	2387.62	7.25	28.57	DARIEN	CT	6820
860427	469000	467007.19	6/1/2002	5/1/1932	355	355	360	3081	6.875	57.2	SAN MATEO	CA	94402
860774	328500	325700.79	5/1/2002	4/1/1932	350	354	360	2185.52	7	65.7	ANAHEIM	CA	92804
860781	454455	452324.8	6/1/2002	5/1/1932	354	355	360	2985.45	6.875	90	STOCKTON	CA	95216
860877	360000	358543.35	6/1/2002	5/1/1932	355	355	360	2425.39	7.125	64.29	NAPERVILLE	IL	60564
860900	542600	540404.52	6/1/2002	5/1/1932	355	355	360	3655.6	7.125	79.99	CASTLE ROCK	CO	80104
860985	330000	328664.72	6/1/2002	5/1/1932	355	355	360	2223.28	7.125	75	MISSION VIEJ	CA	92691
861160	395500	389926.19	4/1/2002	3/1/2022	233	233	240	3007.24	6.75	54.93	SAN JOSE	CA	95120
861269	340000	338590.16	6/1/2002	5/1/1932	355	355	360	2262.03	7	73.91	CAMPBELL	CA	95008
861281	520000	516259.63	2/1/2002	1/1/1932	351	351	360	3547.32	7.25	80	PARADISE VAL	AZ	85253
861301	479920	478408.8	7/1/2002	6/1/1932	356	356	360	3273.91	7.25	80	NEWTOWN	CT	6470
861304	496000	493172.82	4/1/2002	3/1/1932	353	353	360	3341.64	7.125	66.58	FRIDAY HARBO	WA	98250
861342	518400	515400.3	4/1/2002	3/1/1932	353	353	360	3492.56	7.125	80	DANVILLE	CA	94506
861544	304000	302244.14	3/1/2002	2/1/1932	352	352	360	2177.9	7.75	89.68	GRASONVILLE	MD	21638
861574	528000	525464.6	6/1/2002	5/1/1932	354	355	360	3512.8	7	60	DEL MAR	CA	92014
861627	472000	470074.21	7/1/2002	6/1/1932	355	356	360	3179.96	7.125	80	GARDEN CITY	NY	11530
861706	550000	545426.99	2/1/2002	1/1/1932	351	351	360	3476.37	6.5	70.97	CINCINNATI	OH	45243
861737	438323	436505.49	6/1/2002	5/1/1932	355	355	360	2916.17	7	80	TIMONIUM	MD	21093
861789	368500	366500.64	4/1/2002	3/1/1932	353	353	360	2545.14	7.375	78.66	PEMBROKE	MA	2359
861825	590000	586470.09	4/1/2002	3/1/1932	353	353	360	3875.88	6.875	45.38	CARLSBAD	CA	92009
861843	320000	317338.81	6/1/2002	5/1/1932	350	355	360	2155.9	7.125	72.73	CENTERVILLE	OH	45458
861888	434026	431457.92	6/1/2002	5/1/1932	353	355	360	2924.11	7.125	80	RENO	NV	89509
862181	384000	382729.86	7/1/2002	6/1/1932	356	356	360	2554.77	7	80	TRACY	CA	95376
862221	406350	404665.02	6/1/2002	5/1/1932	355	355	360	2703.46	7	70	MOSS BEACH	CA	94038
862248	476000	474166.64	6/1/2002	5/1/1932	355	355	360	3287.61	7.375	80	CASTRO VALLE	CA	94546
862306	373000	371527.43	6/1/2002	5/1/1932	355	355	360	2544.52	7.25	79.36	TAMPA	FL	33609
862348	371100	369523.15	6/1/2002	5/1/1932	355	355	360	2437.87	6.875	79.99	AMBLER	PA	19002
862447	455000	453158.97	6/1/2002	5/1/1932	355	355	360	3065.42	7.125	70	MORAGA	CA	94556
862469	356100	354549.67	6/1/2002	5/1/1932	355	355	360	2309.66	6.75	79.99	BRISTOW	VA	20136
862641	324000	322656.52	6/1/2002	5/1/1932	355	355	360	2155.58	7	80	SILVER SPRIN	MD	20910
862725	320000	318673.1	6/1/2002	5/1/1932	355	355	360	2128.97	7	77.76	WASHINGTON	DC	20009
862997	603000	600499.66	6/1/2002	5/1/1932	355	355	360	4011.77	7	74.91	RIVERSIDE	CA	92506
863389	372000	370419.35	6/1/2002	5/1/1932	355	355	360	2443.78	6.875	80	SAN CLEMENTE	CA	92672
863402	478000	475286.63	6/1/2002	5/1/1932	353	355	360	3260.81	7.25	64.94	FORT MYERS	FL	33908
863502	579400	576938.1	6/1/2002	5/1/1932	355	355	360	3806.25	6.875	79.99	WESTPORT	CT	6880
863603	400000	397402.7	6/1/2002	5/1/2027	295	295	300	2763.65	6.75	77.37	AUSTIN	TX	78746
863638	500000	497875.51	6/1/2002	5/1/1932	355	355	360	3284.64	6.875	58.82	VISTA	CA	92084
863673	306000	304435.23	5/1/2002	4/1/1932	354	354	360	2010.21	6.875	90	FORT LAUDERD	FL	33308
863856	610800	607968.96	6/1/2002	5/1/1932	354	355	360	4115.08	7.125	80	PLANO	TX	75093
864359	420000	417547.53	4/1/2002	3/1/1932	353	353	360	2794.27	7	66.14	MEDINA	MN	55356
864422	400000	398341.08	6/1/2002	5/1/1932	355	355	360	2661.21	7	80	BILLERICA	MA	1821
864628	310000	308776.15	6/1/2002	5/1/1932	355	355	360	2114.75	7.25	42.47	EL CERRITO	CA	94530
864842	381000	379639.21	7/1/2002	6/1/1932	356	356	360	2534.81	7	89.96	NEW YORK	NY	10022
864845	408000	406223.68	6/1/2002	5/1/1932	355	355	360	2646.29	6.75	80	FAIRFAX	VA	22030
864882	376000	373718.54	5/1/2002	4/1/1932	353	354	360	2438.73	6.75	80	BLYTHWOOD	SC	29016
865100	375000	373482.7	6/1/2002	5/1/1932	355	355	360	2526.44	7.125	66.73	EAST JORDAN	MI	49727
865158	440000	438175.53	6/1/2002	5/1/1932	355	355	360	2927.33	7	80	CLEARWATER	FL	33762
865208	340000	338657.71	6/1/2002	5/1/1932	355	355	360	2319.4	7.25	65.38	CAMPBELL	CA	95008
865266	647500	644815.12	6/1/2002	5/1/1932	355	355	360	4307.83	7	70	KIRKLAND	WA	98033
865312	580650	578122.1	6/1/2002	5/1/1932	355	355	360	3766.08	6.75	70	MORAGA	CA	94556
865335	926500	922563.26	6/1/2002	5/1/1932	355	355	360	6086.45	6.875	46.33	WILLIAMSBURG	VA	23185
865393	375350	373868.15	6/1/2002	5/1/1932	355	355	360	2560.55	7.25	95	DALLAS	TX	75225
865400	330000	328195.01	6/1/2002	5/1/1932	353	355	360	2251.19	7.25	66.4	CHICAGO	IL	60657
865496	612500	610081.91	6/1/2002	5/1/1932	355	355	360	4178.33	7.25	70	ALAMO	CA	94507
865647	150000	149407.79	6/1/2002	5/1/1932	355	355	360	1023.27	7.25	69.77	MURRIETA	CA	92562
865746	350000	348651.88	6/1/2002	5/1/1932	355	355	360	2417.37	7.375	47.95	LOS ANGELES	CA	90024
866089	620000	617429.11	6/1/2002	5/1/1932	355	355	360	4124.88	7	82.67	REISTERSTOWN	MD	21136
866124	505200	502739.71	5/1/2002	4/1/1932	354	354	360	3403.63	7.125	80	EL DORADO HI	CA	95762
866138	330000	328853.85	7/1/2002	6/1/1932	356	356	360	2140.38	6.75	68.04	SAN JOSE	CA	95130
866429	640000	635365.06	2/1/2002	12/1/1931	350	350	359	4369.34	7.25	80	GREENSBORO	NC	27410
866485	469600	463640.14	6/1/2002	5/1/1932	345	355	360	3163.79	7.125	80	RIVERSIDE	CT	6878
866529	350000	348152.77	6/1/2002	5/1/1932	354	355	360	2328.56	7	64.64	AURORA	CO	80016
866594	341850	340185.21	5/1/2002	4/1/1932	354	354	360	2303.11	7.125	79.5	HASLET	TX	76052
866825	405500	403859.27	6/1/2002	5/1/1932	355	355	360	2731.93	7.125	80	AURORA	CO	80016
867100	399600	397983.15	6/1/2002	5/1/1932	355	355	360	2692.18	7.125	76.11	ALPHARETTA	GA	30004
867508	425000	423194.15	6/1/2002	5/1/1932	355	355	360	2791.95	6.875	31.48	MENLO PARK	CA	94025
867550	390400	387663.07	6/1/2002	5/1/1932	352	355	360	2597.35	7	80	OCEANSIDE	CA	92056
867696	375000	371658.91	3/1/2002	2/1/1932	350	352	360	2432.24	6.75	75	HUNTINGTON B	CA	92646
867819	630000	627916.22	7/1/2002	6/1/1932	356	356	360	4191.41	7	70	MOUNTAIN LAK	NJ	7046
867928	345734	344402.35	6/1/2002	5/1/1932	355	355	360	2387.9	7.375	62.86	ROCKVILLE CE	NY	11570
867963	400000	398381.49	6/1/2002	5/1/1932	355	355	360	2694.88	7.125	64.52	SCOTTSDALE	AZ	85259
868122	434000	432200.4	6/1/2002	5/1/1932	355	355	360	2887.41	7	62.63	SKOKIE	IL	60203
868310	500000	497976.88	6/1/2002	5/1/1932	355	355	360	3368.6	7.125	52.36	KANSAS CITY	MO	64109
868587	380000	378378.11	6/1/2002	5/1/1932	355	355	360	2528.15	7	80	BADEN	PA	15005
868735	339660	338563.77	7/1/2002	6/1/1932	356	356	360	2288.36	7.125	43.55	FOSTER CITY	CA	94404
869128	344000	342608.12	6/1/2002	5/1/1932	355	355	360	2317.59	7.125	80	OAKDALE	CA	95361
869143	359000	357436.36	6/1/2002	5/1/1932	355	355	360	2388.44	7	67.74	DALLAS	TX	75287
869307	551623	549445.26	6/1/2002	5/1/1932	355	355	360	3763.04	7.25	74.95	ELIZABETH	CO	80107
869544	450000	448134.01	6/1/2002	5/1/1932	355	355	360	2993.87	7	42.86	TUSTIN	CA	92782
869914	370000	368389.13	6/1/2002	5/1/1932	355	355	360	2399.82	6.75	61.67	SCOTTS VALLE	CA	95066
870205	510000	507729.91	6/1/2002	5/1/1932	355	355	360	3307.85	6.75	37.78	GILROY	CA	95020
870490	460000	458183.98	6/1/2002	5/1/1932	355	355	360	3138.01	7.25	69.7	GAITHERSBURG	MD	20878
870669	360000	358432.72	6/1/2002	5/1/1932	355	355	360	2334.95	6.75	40.45	SANTA BARBAR	CA	93103
871003	648200	645512.16	6/1/2002	5/1/1932	355	355	360	4312.5	7	69.1	UNIVERSITY P	TX	75205
871341	448000	444841.84	6/1/2002	5/1/1932	353	355	360	2758.42	6.25	63.55	DANVILLE	CA	94526
871647	650000	647433.85	6/1/2002	5/1/1932	355	355	360	4434.15	7.25	68.42	SAN RAMON	CA	94583
871728	509000	505590.39	6/1/2002	5/1/1932	352	355	360	3386.39	7	67.05	LITITZ	PA	17543
871734	420000	416308.77	6/1/2002	5/1/1932	349	355	360	2829.62	7.125	76.36	SAN JOSE	CA	95119
871778	356000	353558.77	3/1/2002	2/1/1932	352	352	360	2338.67	6.875	80	GARLAND	TX	75044
871820	360000	354173.86	11/1/2001	10/1/1931	342	348	360	2364.95	6.875	67.16	ANDOVER	MA	1810
871925	356000	352856.15	1/1/2002	12/1/1931	350	350	360	2309.01	6.75	80	WEST DES MOI	IA	50265
871949	633000	630375.21	6/1/2002	5/1/1932	355	355	360	4211.37	7	68.06	LOS ALTOS	CA	94024
871965	351200	348791.75	3/1/2002	2/1/1932	352	352	360	2307.13	6.875	80	RICHARDSON	TX	75082
872046	418008	416625.4	7/1/2002	6/1/1932	356	356	360	2781.02	7	53.25	CHEVY CHASE	MD	20815
872049	352000	349756.24	3/1/2002	2/1/1932	352	352	360	2401.26	7.25	80	BALDWIN	MD	21013
872125	505600	502348.03	4/1/2002	3/1/1932	353	353	360	3195.74	6.5	72.75	GREENVILLE	DE	19807
872132	400000	398381.49	6/1/2002	5/1/1932	355	355	360	2694.88	7.125	33.33	MCLEAN	VA	22101
872136	372000	368553.94	1/1/2002	12/1/1931	350	350	360	2351.29	6.5	70.19	SPRING CITY	PA	19475
872159	349000	346775.33	3/1/2002	2/1/1932	352	352	360	2380.8	7.25	63.45	LEAWOOD	KS	66211
872169	341250	338852.73	3/1/2002	2/1/1932	352	352	360	2213.34	6.75	75	BOTHELL	WA	98012
872260	332000	330656.64	6/1/2002	5/1/1932	355	355	360	2236.75	7.125	49.19	ST CHARLES	IL	60175
872306	485000	481592.89	3/1/2002	2/1/1932	352	352	360	3145.7	6.75	74.62	ASHLAND	OR	97520
872354	402400	399897.09	3/1/2002	2/1/1932	352	352	360	2779.28	7.375	80	OLYMPIA FIEL	IL	60461
872360	416000	413006.45	3/1/2002	2/1/1932	352	352	360	2663.69	6.625	78.64	WEST FRIENDS	MD	21794
872448	428000	426351.56	6/1/2002	5/1/1932	355	355	360	2956.08	7.375	80	TRURO	MA	2652
872489	585000	582514.3	6/1/2002	5/1/1932	355	355	360	3843.04	6.875	70.48	REDWOOD CITY	CA	94062
872700	600000	597258.41	6/1/2002	5/1/1932	355	355	360	3792.41	6.5	34.19	CAMBRIDGE	MA	2140
872744	360000	358543.35	6/1/2002	5/1/1932	355	355	360	2425.39	7.125	74	HOLLISTER	CA	95023
872957	343200	341811.3	6/1/2002	5/1/1932	355	355	360	2312.21	7.125	80	THE WOODLAND	TX	77382
873076	400000	397387.24	3/1/2002	2/1/1932	352	352	360	2694.87	7.125	74.77	WHEELING	WV	26003
873118	370000	367583.16	3/1/2002	2/1/1932	352	352	360	2492.76	7.125	80	HEATH	TX	75032
873150	425700	423934.78	6/1/2002	5/1/1932	355	355	360	2832.2	7	90	MACON	GA	31210
873178	1000000	995646.35	6/1/2002	5/1/1932	355	355	360	6485.99	6.75	57.47	PLEASANTON	CA	94566
873204	400000	398341.38	6/1/2002	5/1/1932	355	355	360	2661.21	7	69.57	WALNUT CREEK	CA	94595
873236	340000	338555.32	6/1/2002	5/1/1932	355	355	360	2233.56	6.875	50	HALF MOON BA	CA	94019
873267	335350	332104.28	11/1/2001	10/1/1931	348	348	360	2287.68	7.25	95	SAFETY HARBO	FL	34695
873280	560000	555400.14	1/1/2002	12/1/1931	350	350	360	3772.83	7.125	80	PINE	CO	80470
873289	432000	430164.39	6/1/2002	5/1/1932	355	355	360	2837.94	6.875	80	VACAVILLE	CA	95688
873291	399200	396894.36	3/1/2002	2/1/1932	352	352	360	2859.92	7.75	80	LAS VEGAS	NV	89123
873569	392000	390413.88	6/1/2002	5/1/1932	355	355	360	2640.98	7.125	70	NEWTON	MA	2461
873960	520000	517895.97	6/1/2002	5/1/1932	355	355	360	3503.34	7.125	80	WASHINGTON	DC	20016
874013	110000	109565.74	6/1/2002	5/1/1932	355	355	360	750.39	7.25	44.35	DEDHAM	MA	2026
874055	610000	607470.57	6/1/2002	5/1/1932	355	355	360	4058.35	7	55.2	LOS ANGELES	CA	90049
874569	472500	470634.59	6/1/2002	5/1/1932	355	355	360	3223.29	7.25	69.49	SANTA ROSA	CA	95409
874880	484000	478664.12	6/1/2002	5/1/1932	345	355	360	3425.72	7.625	86.43	SAN MATEO	CA	94403
874907	787600	784413.21	6/1/2002	5/1/1932	355	355	360	5306.21	7.125	63.01	DALLAS	TX	75230
875037	530000	526334.71	4/1/2002	3/1/1932	352	353	360	3393.65	6.625	76.26	DECATUR	IL	62521
875226	425000	423280.34	6/1/2002	5/1/1932	355	355	360	2863.31	7.125	42.5	NEWTON	MA	2459
875227	378000	371781.36	4/1/2002	3/1/1932	342	353	360	2451.7	6.75	59.06	BELLINGHAM	WA	98226
875233	340000	338624.26	6/1/2002	5/1/1932	355	355	360	2290.65	7.125	28.94	NEWPORT BEAC	CA	92663
875282	361500	355279.38	4/1/2002	3/1/1932	340	353	360	2435.49	7.125	84.07	LAS VEGAS	NV	89113
875367	340000	338130.67	5/1/2002	4/1/1932	354	354	360	2149.03	6.5	59.13	BOW	WA	98232
875421	460500	457811.01	4/1/2002	3/1/1932	353	353	360	3063.72	7	78.58	RICHMOND	TX	77469
875616	323300	321457.69	4/1/2002	3/1/1932	353	353	360	2178.13	7.125	79.47	LAS VEGAS	NV	89143
875736	567500	561807.58	3/1/2002	2/1/1932	348	352	360	3728.07	6.875	76.69	CLINTON	WA	98236
875800	464000	461086.49	4/1/2002	3/1/1932	353	353	360	2971.04	6.625	80	SALEM	OR	97302
875846	373100	370350.11	2/1/2002	1/1/1932	351	351	360	2513.64	7.125	53.3	NEWNAN	GA	30263
875874	347000	345561.15	6/1/2002	5/1/1932	355	355	360	2308.6	7	66.73	COSTA MESA	CA	92627
875883	355500	354061.58	6/1/2002	5/1/1932	355	355	360	2395.07	7.125	90	ELMHURST	NY	11373
875974	537000	534254.05	5/1/2002	4/1/1932	354	354	360	3527.71	6.875	74.95	CLAREMONT	CA	91711
876107	356000	354559.55	6/1/2002	5/1/1932	355	355	360	2398.44	7.125	80	MIAMI	FL	33176
876183	800000	792231.23	6/1/2002	5/1/2022	235	235	240	6202.4	7	17.78	PALM BEACH	FL	33480
876424	612000	609583.88	6/1/2002	5/1/1932	355	355	360	4174.92	7.25	80	TOWNSHIP OF	NJ	7676
876881	575000	571987.52	5/1/2002	4/1/1932	354	354	360	3729.44	6.75	44.23	LOS ALTOS	CA	94022
877009	650000	647116.57	6/1/2002	5/1/1932	355	355	360	4270.04	6.875	72.22	WASHINGTON	DC	20016
877164	346300	344529.24	5/1/2002	4/1/1932	354	354	360	2274.94	6.875	42.75	ALPHARETTA	GA	30004
877181	750000	747039.04	6/1/2002	5/1/1932	355	355	360	5116.33	7.25	68.18	CORAL GABLES	FL	33134
877414	428000	426268.21	6/1/2002	5/1/1932	355	355	360	2883.52	7.125	80	OYSTER BAY	NY	11771
877912	390000	387641.38	4/1/2002	3/1/1932	352	353	360	2660.49	7.25	74.52	RARITAN TOWN	NJ	8551
877979	258000	256956.06	6/1/2002	5/1/1932	355	355	360	1738.2	7.125	48.68	WOODLAND HIL	CA	91364
878070	382500	380989.9	6/1/2002	5/1/1932	355	355	360	2609.33	7.25	90	TALLAHASSE	FL	32312
878187	490000	487866.69	6/1/2002	5/1/1932	355	355	360	3178.14	6.75	66.4	PIEDMONT	CA	94610
878259	376821	374894.11	5/1/2002	4/1/1932	354	354	360	2475.45	6.875	80	NORCO	CA	92860
878263	600000	597450.56	6/1/2002	5/1/1932	355	355	360	3941.58	6.875	68.97	UPPER MONTCL	NJ	7043
878297	341600	340183.51	6/1/2002	5/1/1932	355	355	360	2272.68	7	80	LAGUNA NIGUE	CA	92677
878536	370700	369037.37	6/1/2002	5/1/1932	355	355	360	2466.28	7	80	SUNNYVALE	CA	94087
878717	420000	418215.42	6/1/2002	5/1/1932	355	355	360	2759.1	6.875	80	GILROY	CA	95020
878786	560000	557677.91	6/1/2002	5/1/1932	355	355	360	3725.7	7	70	CARLSBAD	CA	92009
878872	390600	388263.03	4/1/2002	3/1/1932	353	353	360	2565.97	6.875	90	MAGNOLIA	TX	77355
878897	650000	647304.73	6/1/2002	5/1/1932	355	355	360	4324.47	7	43.33	SANTA MONICA	CA	90403
878965	449000	447138.19	6/1/2002	5/1/1932	355	355	360	2987.21	7	69.15	IRVINE	CA	92602
878990	415000	410679.77	6/1/2002	5/1/1932	349	355	360	2623.09	6.5	79.81	PROVO	UT	84604
879004	402000	399037	3/1/2002	2/1/1932	352	352	360	2540.91	6.5	61.19	SUWANEE	GA	30024
879025	335000	332494.68	6/1/2002	5/1/1932	352	355	360	2145.04	6.625	65.69	SAN LEANDRO	CA	94579
879085	363000	360931.44	4/1/2002	3/1/1932	353	353	360	2445.6	7.125	74.85	SCOTTSDALE	AZ	85260
879115	445600	441664.92	4/1/2002	3/1/1932	350	353	360	2890.15	6.75	80	NICHOLASVILL	KY	40356
879117	449600	447780.83	6/1/2002	5/1/1932	355	355	360	3029.04	7.125	80	FORT WORTH	TX	76116
879119	431250	428586.61	4/1/2002	3/1/1932	352	353	360	2905.42	7.125	73.09	FAIRFAX STAT	VA	22039
879138	510000	507454.89	5/1/2002	4/1/1932	354	354	360	3393.04	7	73.38	SEATTLE	WA	98122
879152	600000	596410.29	4/1/2002	3/1/1932	353	353	360	3941.57	6.875	70.59	COLORADO SPR	CO	80908
879179	432000	429538.28	4/1/2002	3/1/1932	353	353	360	2910.46	7.125	80	VADNAIS HEIG	MN	55127
879187	344000	341891.43	4/1/2002	3/1/1932	353	353	360	2231.18	6.75	80	OMAHA	NE	68154
879208	444000	441014.61	3/1/2002	2/1/1932	352	352	360	3028.87	7.25	80	SOUTHLAKE	TX	76092
879229	327200	323694.57	12/1/2001	11/1/1931	349	349	360	2014.63	6.25	80	TULSA	OK	74137
879263	541980	539111.09	4/1/2002	3/1/1932	353	353	360	3789.6	7.5	72.26	PORT TOWNSEN	WA	98368
879269	324000	321883.62	3/1/2002	2/1/1932	352	352	360	2182.85	7.125	90	COLORADO SPR	CO	80908
879273	461600	458631.04	4/1/2002	3/1/1932	353	353	360	2917.63	6.5	80	ENGLEWOOD	CO	80111
879284	524000	520318.86	3/1/2002	2/1/1932	352	352	360	3398.66	6.75	80	RALEIGH	NC	27603
879308	650000	647369.93	6/1/2002	5/1/1932	355	355	360	4379.18	7.125	59.09	OAKLAND	CA	94611
879330	477000	474076.25	4/1/2002	3/1/1932	353	353	360	3093.81	6.75	64.03	BENTON	LA	71006
879366	481600	473109.46	1/1/2002	12/1/1931	341	350	360	3083.74	6.625	80	FAIRFAX	VA	22039
879367	462000	457794.47	4/1/2002	3/1/1932	349	353	360	3112.58	7.125	70	SAUK RAPIDS	MN	56379
879405	470000	466716.9	5/1/2002	4/1/1932	352	354	360	2970.72	6.5	79.67	PLYMOUTH MEE	PA	19462
879420	372000	370457.45	6/1/2002	5/1/1932	355	355	360	2474.93	7	56.79	BYRON	CA	94514
879708	602000	599503.78	6/1/2002	5/1/1932	355	355	360	4005.12	7	70	WESTFIELD	NJ	7090
879765	350000	348567.95	6/1/2002	5/1/1932	355	355	360	2387.62	7.25	74.47	SONOMA	CA	95476
879794	210000	209170.88	6/1/2002	5/1/1932	355	355	360	1432.58	7.25	67.74	ORANGE	CA	92868
880236	500000	497875.46	6/1/2002	5/1/1932	355	355	360	3284.65	6.875	41.67	SHERMAN OAKS	CA	91423
880455	341250	339834.95	6/1/2002	5/1/1932	355	355	360	2270.35	7	75	SAN JOSE	CA	95116
880479	628500	625829.48	6/1/2002	5/1/1932	355	355	360	4128.8	6.875	62.85	KIRKLAND	WA	98034
880727	555337	552888.58	6/1/2002	5/1/1932	355	355	360	3601.91	6.75	80	BIRMINGHAM	AL	35242
880834	375000	373445.01	6/1/2002	5/1/1932	355	355	360	2494.89	7	75.76	BREMERTON	WA	98311
880836	360000	358507.24	6/1/2002	5/1/1932	355	355	360	2395.09	7	80	NEWTON	MA	2458
880896	470000	468002.94	6/1/2002	5/1/1932	355	355	360	3087.57	6.875	75.2	CAMPBELL	CA	95008
880908	392000	388351.07	6/1/2002	5/1/1932	349	355	360	2607.99	7	80	HUNTINGTON B	CA	92648
880943	380000	378194.29	5/1/2002	4/1/1932	354	354	360	2592.27	7.25	75.25	WASHINGTON	DC	20007
880962	475000	469203.4	6/1/2002	5/1/1932	346	355	360	3080.85	6.75	41.56	LOS GATOS	CA	95032
880969	516000	514293.25	7/1/2002	6/1/1932	356	356	360	3432.97	7	52.65	ENCINITAS	CA	92024
881255	420000	415773.56	6/1/2002	5/1/1932	348	355	360	2794.28	7	79.25	NAPLES	FL	34103
881372	406000	404357.25	6/1/2002	5/1/1932	355	355	360	2735.3	7.125	70	IRVINE	CA	92602
881421	356000	354179.58	5/1/2002	4/1/1932	354	354	360	2338.67	6.875	80	REDMOND	WA	98053
881435	367200	365601.31	6/1/2002	5/1/1932	355	355	360	2381.66	6.75	80	SAN JOSE	CA	95125
881630	400000	398709.04	7/1/2002	6/1/1932	356	356	360	2694.88	7.125	67.91	NAPLES	FL	34108
881666	484000	482399.11	7/1/2002	6/1/1932	356	356	360	3220.07	7	53.78	SAN FRANCISC	CA	94115
881685	306400	305057.81	6/1/2002	5/1/1932	355	355	360	2064.28	7.125	80	FREMONT	CA	94536
881798	363500	362026.35	6/1/2002	5/1/1932	355	355	360	2448.97	7.125	79.89	SEVERN	MD	21144
881893	900000	896446.88	6/1/2002	5/1/1932	355	355	360	6139.59	7.25	52.94	SAN FRANCISC	CA	94121
881942	343200	341741.75	6/1/2002	5/1/1932	355	355	360	2254.58	6.875	80	APTOS	CA	95003
882013	128500	127980.06	6/1/2002	5/1/1932	355	355	360	865.73	7.125	68.35	PORT ANGELES	WA	98362
882040	877000	874169.58	7/1/2002	6/1/1932	356	356	360	5908.52	7.125	62.64	CHEVY CHASE	MD	20815
882180	534100	526504.59	1/1/2002	12/1/1931	343	350	360	3553.39	7	61.04	BOULDER	CO	80304
882181	548000	542374.76	10/1/2001	9/1/1931	347	347	360	3784.9	7.375	60.89	OAK HARBOR	WA	98277
882242	416000	412903.87	4/1/2002	3/1/1932	351	353	360	2837.86	7.25	80	MANITOU SPRI	CO	80829
882284	600000	596175.38	3/1/2002	2/1/1932	352	352	360	4093.06	7.25	60	CARROLLTON	GA	30116
882285	350000	347978.49	3/1/2002	2/1/1932	352	352	360	2507.45	7.75	72.16	HOPEWELL JUN	NY	12533
882345	432000	428815.8	3/1/2002	2/1/1932	352	352	360	2730.54	6.5	80	TEWKSBURY	NJ	7830
882380	613561	611372.9	7/1/2002	6/1/1932	356	356	360	4133.68	7.125	80	HUNTINGTON B	CA	92648
882391	440000	437580.84	5/1/2002	4/1/1932	354	354	360	2781.1	6.5	80	KELLER	TX	76248
882433	400000	398644.2	7/1/2002	6/1/1932	356	356	360	2627.72	6.875	52.91	HUNTINGTON B	CA	92648
882440	900000	895473.55	6/1/2002	5/1/1932	354	355	360	5912.36	6.875	75	COCKEYSVILLE	MD	21030
882447	375000	372810.24	4/1/2002	3/1/1932	353	353	360	2494.89	7	78.95	MONUMENT	CO	80132
882468	440000	437881.87	6/1/2002	5/1/1932	354	355	360	2927.33	7	78.57	SAN JOSE	CA	95136
882495	335000	332916.27	3/1/2002	2/1/1932	352	352	360	2313.77	7.375	68.65	ST. CHARLES	IL	60174
882557	313500	310986.75	1/1/2002	12/1/1931	350	350	360	2138.63	7.25	95	LAWRENCE	KS	66049
882564	364500	362119.12	3/1/2002	2/1/1932	352	352	360	2455.7	7.125	79.24	ANNAPOLIS	MD	21401
882664	395000	391642.14	3/1/2002	2/1/1932	351	352	360	2432.09	6.25	71.82	ANNAPOLIS	MD	21401
882699	329500	328099.95	6/1/2002	5/1/1932	355	355	360	2164.58	6.875	74.97	SACRAMENTO	CA	95864
882769	360500	359005.15	6/1/2002	5/1/1932	355	355	360	2398.42	7	70	GOLETA	CA	93117
882920	498000	493277.53	7/1/2002	6/1/1932	349	356	360	3271.51	6.875	39.51	HUNTINGTON B	CA	92648
882954	365000	363762.85	7/1/2002	6/1/1932	356	356	360	2397.79	6.875	81.11	SAN DIEGO	CA	92128
883061	428000	426268.2	6/1/2002	5/1/1932	355	355	360	2883.52	7.125	80	WATSONVILLE	CA	95076
883076	450000	448087.95	6/1/2002	5/1/1932	355	355	360	2956.18	6.875	65.22	SAN FRANCISC	CA	94127
883404	673000	670605.14	7/1/2002	6/1/1932	356	356	360	4309.3	6.625	48.07	CONCORD	MA	1742
883471	354000	352602.41	6/1/2002	5/1/1932	355	355	360	2414.91	7.25	80	SEATTLE	WA	98103
883489	465000	463208.98	6/1/2002	5/1/1932	355	355	360	3211.64	7.375	59.24	SARASOTA	FL	34236
883519	388000	386184.26	6/1/2002	5/1/1932	355	355	360	2516.56	6.75	80	SAN DIEGO  L	CA	92037
883673	431600	430172.44	7/1/2002	6/1/1932	356	356	360	2871.45	7	79.19	VIENNA	VA	22182
883767	650000	647238.13	6/1/2002	5/1/1932	355	355	360	4270.04	6.875	61.9	ORANGE	CA	92867
883917	351200	349743.7	6/1/2002	5/1/1932	355	355	360	2336.55	7	80	PASADENA	CA	91104
883992	400000	395544.05	4/1/2002	3/1/1932	349	353	360	2462.87	6.25	72.73	WHITESBURG	GA	30185
884009	372000	370355.7	6/1/2002	5/1/1932	355	355	360	2474.93	7	20.78	PALO ALTO	CA	94301
884024	328000	325890.32	4/1/2002	3/1/1932	353	353	360	2073.19	6.5	72.89	BROOKFIELD	CT	6804
884054	385000	382696.56	4/1/2002	3/1/1932	353	353	360	2529.18	6.875	66.96	NEW YORK	NY	10011
884059	325000	323007.89	4/1/2002	3/1/1932	353	353	360	2107.95	6.75	69.15	GUILFORD	CT	6437
884084	349000	346771.73	5/1/2002	4/1/1932	353	354	360	2205.92	6.5	83.1	NAPERVILLE	IL	60564
884091	362000	355440.61	4/1/2002	3/1/1932	338	353	360	2500.25	7.375	77.85	DENVER	CO	80207
884110	488000	485185.36	5/1/2002	4/1/1932	354	354	360	3004.7	6.25	56.88	FAIRFAX	VA	22030
884124	400000	397746.5	3/1/2002	2/1/1932	352	352	360	2900.28	7.875	86.96	BRANDENTON	FL	34208
884156	424000	417782.16	4/1/2002	3/1/1932	343	353	360	2785.38	6.875	80	LITTLETON	CO	80124
884161	436000	433485.29	5/1/2002	4/1/1932	354	354	360	2684.53	6.25	69.21	CLIFTON	VA	20124
884173	356000	354179.58	5/1/2002	4/1/1932	354	354	360	2338.67	6.875	80	ARLINGTON	VA	22207
884185	450000	448617.65	7/1/2002	6/1/1932	356	356	360	3108.04	7.375	69.23	MADISON	CT	6443
884318	240000	239098.21	6/1/2002	5/1/1932	355	355	360	1678.12	7.5	69.16	SEASIDE	CA	93955
884373	440000	438579.91	7/1/2002	6/1/1932	356	356	360	2964.37	7.125	48.89	MENLO PARK	CA	94025
884473	960000	956302.38	6/1/2002	5/1/1932	355	355	360	6630.49	7.375	75	MERCER ISLAN	WA	98040
884617	480000	477910.23	6/1/2002	5/1/1932	355	355	360	3113.28	6.75	68.09	SAN JOSE	CA	95125
885174	390000	387750.59	5/1/2002	4/1/1932	354	354	360	2401.3	6.25	78	ASHBURN	VA	20148
885510	351600	350332.83	7/1/2002	6/1/1932	356	356	360	2309.77	6.875	80	TEMPE	AZ	85284
885530	520700	518644.34	6/1/2002	5/1/1932	355	355	360	3552.09	7.25	80	SAN CLEMENTE	CA	92673
885557	428000	426181.39	6/1/2002	5/1/1932	355	355	360	2811.66	6.875	80	RANCHO PALOS	CA	90275
885621	335000	333610.86	6/1/2002	5/1/1932	355	355	360	2228.77	7	63.33	ASHBURN	VA	20147
885698	368000	366474.05	6/1/2002	5/1/1932	355	355	360	2448.32	7	80	LOS ANGELES	CA	90068
885748	358000	356586.61	6/1/2002	5/1/1932	355	355	360	2442.2	7.25	48.05	SOLANA BEACH	CA	92075
885785	380000	377825.63	6/1/2002	5/1/1932	353	355	360	2528.15	7	64.96	NOVATO	CA	94947
885788	332910	331627.73	6/1/2002	5/1/1932	355	355	360	2299.33	7.375	90	ELIZABETH	CO	80107
885968	340000	338519.79	6/1/2002	5/1/1932	355	355	360	2205.23	6.75	66.28	TRACY	CA	95304
886174	650000	647100.72	6/1/2002	5/1/1932	355	355	360	4162.03	6.625	54.17	BELMONT	CA	94002
886186	368000	365883.89	6/1/2002	5/1/1932	353	355	360	2448.31	7	80	PLEASANTON	CA	94588
886471	555000	548696.97	6/1/2002	5/1/1932	347	355	360	3645.95	6.875	33.58	MCLEAN	VA	22101
886601	508000	505033.64	4/1/2002	3/1/1932	353	353	360	3379.74	7	55.16	NEWPORT COAS	CA	92657
886618	389000	387105.57	5/1/2002	4/1/1932	354	354	360	2620.77	7.125	68.85	SANTA ROSA	CA	95409
886737	466600	463551.64	6/1/2002	5/1/1932	353	355	360	3026.36	6.75	72.91	CAVE CREEK	AZ	85331
886753	425000	422826.75	5/1/2002	4/1/1932	354	354	360	2791.95	6.875	73.91	PERRYSBURG	OH	43551
886800	535500	532594.53	4/1/2002	3/1/1932	353	353	360	3698.57	7.375	75	BOWIE	MD	20716
886837	400000	397190.03	3/1/2002	2/1/1932	352	352	360	2594.39	6.75	40	PORT CLINTON	OH	43452
886877	403000	400469.52	4/1/2002	3/1/1932	353	353	360	2580.45	6.625	65.53	WEST WINDSOR	NJ	8550
886950	350000	348092.59	5/1/2002	4/1/1932	354	354	360	2299.25	6.875	57.28	LONG BEACH	CA	90803
886984	461250	456878.81	5/1/2002	4/1/1932	348	354	360	3185.74	7.375	75	COKATO	MN	55321
887038	405000	402978.85	5/1/2002	4/1/1932	354	354	360	2694.48	7	54.14	BLOOMFIELD H	MI	48302
887130	400000	397606.82	4/1/2002	3/1/1932	353	353	360	2627.72	6.875	53.33	COROLLA	NC	27927
887150	520000	517467.64	5/1/2002	4/1/1932	354	354	360	3503.34	7.125	79.39	WESTHAMPTON	NY	11977
887213	380000	378345.6	6/1/2002	5/1/1932	355	355	360	2464.68	6.75	79.75	HUNTINGTON	NY	11743
887310	360000	358432.67	6/1/2002	5/1/1932	355	355	360	2334.96	6.75	68.57	IRVINE	CA	92618
887477	360000	357770.63	5/1/2002	4/1/1932	354	354	360	2129.54	5.875	78.01	TWP OF LOWER	PA	19438
887557	427000	424566.73	4/1/2002	3/1/1932	353	353	360	2876.78	7.125	68.87	NEWPORT COAS	CA	92657
887702	450000	448040.83	6/1/2002	5/1/1932	355	355	360	2918.7	6.75	47.62	MENLO PARK	CA	94025
887756	633750	630587.28	5/1/2002	4/1/1932	354	354	360	4216.36	7	65	PORTLAND	OR	97217
887924	692000	689130.55	6/1/2002	5/1/1932	355	355	360	4603.9	7	48.56	MARINA DEL R	CA	90292
888002	470000	466994.34	6/1/2002	5/1/1932	353	355	360	3087.57	6.875	73.44	LOOMIS	CA	95650
888113	507000	504792.74	6/1/2002	5/1/1932	355	355	360	3288.39	6.75	64.59	TELFORD	PA	18969
888376	432000	429782.6	5/1/2002	4/1/1932	354	354	360	2837.93	6.875	80	DALLAS	TX	75252
888456	330000	328025.62	4/1/2002	3/1/1932	353	353	360	2167.87	6.875	71.74	GAITHERSBURG	MD	20882
888603	304150	301744.74	2/1/2002	1/1/1932	351	351	360	1998.05	6.875	78.39	ALLENTOWN	NJ	8501
888643	450000	447372.36	4/1/2002	3/1/1932	353	353	360	2993.86	7	52.94	PRAIRIE VILL	KS	66207
888734	836000	832533.48	6/1/2002	5/1/1932	355	355	360	5561.93	7	69.67	REDWOOD CITY	CA	94061
888786	462100	459309.24	4/1/2002	3/1/1932	353	353	360	3113.25	7.125	63.77	LAKE WINNEBA	MO	64034
888902	370000	368427.85	6/1/2002	5/1/1932	355	355	360	2430.64	6.875	69.81	HARWOOD	MD	20776
888972	320000	317752.04	3/1/2002	2/1/1932	352	352	360	2075.51	6.75	77.39	ST. LOUIS	MO	63146
889058	336400	335005.08	6/1/2002	5/1/1932	355	355	360	2238.08	7	76.8	NEW ALBANY	OH	43054
889153	349433	347984.05	6/1/2002	5/1/1932	355	355	360	2324.79	7	80	WAXHAW	NC	28173
889271	372000	370457.45	6/1/2002	5/1/1932	355	355	360	2474.93	7	80	SEATTLE	WA	98112
889376	388000	386430.06	6/1/2002	5/1/1932	355	355	360	2614.03	7.125	80	CLOSTER	NJ	7624
889570	352000	349384.96	6/1/2002	5/1/1932	352	355	360	2224.88	6.5	42.67	MALIBU AREA	CA	90265
889572	416200	414388	6/1/2002	5/1/1932	355	355	360	2699.47	6.75	69.95	SAN FRANCISC	CA	94116
889640	86000	85668.71	6/1/2002	5/1/1932	355	355	360	593.99	7.375	68.8	GLENVILLE	NC	28736
889676	505000	502854.2	6/1/2002	5/1/1932	355	355	360	3317.5	6.875	48.1	SAN FRANCISC	CA	94115
889926	383200	381571.79	6/1/2002	5/1/1932	355	355	360	2517.35	6.875	80	SAN DIEGO	CA	92101
890176	359200	356611.97	2/1/2002	1/1/1932	351	351	360	2511.58	7.5	79.29	LAKEWOOD	CO	80215
890199	315000	312992.04	3/1/2002	2/1/1932	352	352	360	2148.86	7.25	63	OAKLAND	CA	94611
890214	340400	338215.97	5/1/2002	4/1/1932	352	354	360	2264.69	7	80	GENEVA	IL	60134
890229	400000	397775.72	4/1/2002	3/1/1932	353	353	360	2728.71	7.25	61.54	HASTINGS	MN	55033
890271	560000	556994.36	5/1/2002	4/1/1932	354	354	360	3585.74	6.625	62.22	SAN CARLOS	CA	94070
890273	420000	417954.63	5/1/2002	4/1/1932	354	354	360	2829.62	7.125	80	WOODMERE	NY	11598
890289	484000	481368.31	5/1/2002	4/1/1932	353	354	360	3260.8	7.125	80	RYE BROOK	NY	10573
890296	375000	373082.47	5/1/2002	4/1/1932	354	354	360	2463.48	6.875	55.56	EDINA	MN	55436
890300	350000	348253.34	5/1/2002	4/1/1932	354	354	360	2328.56	7	53.85	STAMFORD	CT	6902
890312	317000	315456.23	5/1/2002	4/1/1932	354	354	360	2135.69	7.125	62.77	SAN CLEMENTE	CA	92673
890322	395250	393228.85	5/1/2002	4/1/1932	354	354	360	2596.52	6.875	75	EDEN PRAIRIE	MN	55347
890330	649250	645639.75	4/1/2002	3/1/1932	353	353	360	4429.03	7.25	75	ANTHEM	AZ	85086
890439	385000	382763.9	5/1/2002	4/1/1932	353	354	360	2626.38	7.25	59.23	DARIEN	CT	6820
890449	380000	378238.2	5/1/2002	4/1/1932	354	354	360	2624.57	7.375	80	PEABODY	MA	1960
890462	331700	330003.82	5/1/2002	4/1/1932	354	354	360	2179.04	6.875	68.53	HOUSTON	TX	77009
890486	334400	332648.06	5/1/2002	4/1/1932	354	354	360	2168.91	6.75	80	SANTA ROSA	CA	95403
890495	330000	328631.62	6/1/2002	5/1/1932	355	355	360	2195.5	7	55	SAN JOSE	CA	95132
890503	480000	477662.44	5/1/2002	4/1/1932	354	354	360	3233.85	7.125	80	WATER MILL	NY	11976
890528	680000	676847.36	5/1/2002	4/1/1932	354	354	360	4696.59	7.375	78.61	FALMOUTH	MA	2540
890557	648000	644396.7	4/1/2002	3/1/1932	353	353	360	4420.5	7.25	80	LOS ANGELES	CA	90048
890630	422400	420441.61	5/1/2002	4/1/1932	354	354	360	2917.42	7.375	80	ALLENDALE	MI	49401
890692	316500	315103.53	5/1/2002	4/1/1932	354	354	360	2240.17	7.625	57.34	SALINE	MI	48176
890698	423000	420869.26	4/1/2002	3/1/1932	353	353	360	3030.42	7.75	76.22	ACTON	MA	1720
890748	574000	571181.88	6/1/2002	5/1/1932	355	355	360	3487.69	6.125	50.8	PALO ALTO	CA	94303
890788	392000	389225.72	4/1/2002	3/1/1932	351	353	360	2707.45	7.375	80	PINECREST	FL	33156
890883	620000	617429.11	6/1/2002	5/1/1932	355	355	360	4124.88	7	80	MIAMI BEACH	FL	33140
890924	371500	369600.35	5/1/2002	4/1/1932	354	354	360	2440.49	6.875	71.44	BLAINE COUNT	ID	83313
890946	556000	495208.8	5/1/2002	4/1/1932	261	354	360	3699.09	7	74.13	MARINA DEL R	CA	90292
891049	645000	642009.61	5/1/2002	4/1/1932	354	354	360	4454.86	7.375	54.89	MANHATTAN BE	CA	90266
891060	438700	435691.69	3/1/2002	2/1/1932	352	352	360	2881.95	6.875	73.12	DARNESTOWN	MD	20874
891072	343649	342224.02	6/1/2002	5/1/1932	355	355	360	2286.31	7	39.96	MOORESVILLE	NC	28117
891105	466500	464171.95	5/1/2002	4/1/1932	354	354	360	3103.64	7	79.74	SAN CLEMENTE	CA	92672
891146	425000	423124.79	5/1/2002	4/1/1932	354	354	360	3008.13	7.625	74.04	SAN JOSE	CA	95124
891188	502500	500112.18	5/1/2002	4/1/1932	354	354	360	3427.94	7.25	75	LA QUINTA	CA	92253
891243	432600	430933.73	6/1/2002	5/1/1932	355	355	360	2987.87	7.375	79.99	EL CAJON	CA	92019
891393	424000	421300.61	6/1/2002	5/1/1932	353	355	360	2785.38	6.875	80	TOANGA  LOS	CA	90290
891403	388000	386063.68	5/1/2002	4/1/1932	354	354	360	2581.38	7	77.6	THOUSAND OAK	CA	91362
891450	418000	415913.96	5/1/2002	4/1/1932	354	354	360	2780.97	7	88.94	HUNTINGTON B	CA	92646
891491	413000	411699.54	7/1/2002	6/1/1932	356	356	360	2817.39	7.25	71.21	SAN DIEGO	CA	92101
891558	368000	366293.84	5/1/2002	4/1/1932	354	354	360	2541.69	7.375	80	CERRITOS	CA	90703
891570	376000	374402.35	6/1/2002	5/1/1932	355	355	360	2470.06	6.875	80	REDONDO BEAC	CA	90278
891594	355000	353491.59	6/1/2002	5/1/1932	355	355	360	2332.1	6.875	68.27	NORTHRIDGE	CA	91326
891608	241000	239969.02	6/1/2002	5/1/1932	355	355	360	1623.66	7.125	69.86	SAN DIEGO	CA	92129
891619	416000	414108.56	5/1/2002	4/1/1932	354	354	360	2944.43	7.625	80	PALM SPRINGS	CA	92264
891628	386800	384869.7	5/1/2002	4/1/1932	354	354	360	2573.39	7	80	WASHINGTON	DC	20002
891817	350000	346023.69	9/1/2001	8/1/1931	346	346	360	2387.62	7.25	79.43	DESTIN	FL	32541
892047	126000	125502.53	6/1/2002	5/1/1932	355	355	360	859.55	7.25	66.32	CORAL SPRING	FL	33071
892104	450000	448134.06	6/1/2002	5/1/1932	355	355	360	2993.86	7	75	LOS ANGELES	CA	90056
892221	835625	831071.19	5/1/2002	4/1/1932	354	354	360	5489.47	6.875	70	AGOURA HILLS	CA	91301
892237	363500	361955.45	6/1/2002	5/1/1932	355	355	360	2387.94	6.875	45.72	HOUSTON	TX	77024
892270	550000	547881.56	6/1/2002	5/1/1932	355	355	360	3798.72	7.375	61.25	UNION CITY	CA	94587
892309	476000	473202.79	5/1/2002	4/1/1932	353	354	360	3087.33	6.75	80	SANTA BARBAR	CA	93105
892310	474000	472082.08	6/1/2002	5/1/1932	355	355	360	3193.43	7.125	60	BREWSTER	MA	2631
892358	442000	439794.22	5/1/2002	4/1/1932	354	354	360	2940.64	7	85	YORBA LINDA	CA	92886
892644	506000	503901.8	6/1/2002	5/1/1932	355	355	360	3366.44	7	77.85	CARROLLTON	GA	30117
892693	420000	418300.59	6/1/2002	5/1/1932	355	355	360	2829.62	7.125	70	ST. PETERSBU	FL	33701
892727	336000	334606.74	6/1/2002	5/1/1932	355	355	360	2235.42	7	80	SAN JOSE	CA	95118
892738	458400	456677.59	6/1/2002	5/1/1932	355	355	360	3205.2	7.5	80	SAN DIEGO	CA	92101
892773	441500	440039.68	7/1/2002	6/1/1932	356	356	360	2937.32	7	67.92	CARLSBAD	CA	92009
892809	340000	338109.39	4/1/2002	3/1/1932	353	353	360	2319.4	7.25	61.82	STUDIO CITY	CA	91604
892972	415000	411496.93	4/1/2002	3/1/1932	350	353	360	2726.25	6.875	54.97	POWAY	CA	92064
893054	425000	422578.16	4/1/2002	3/1/1932	353	353	360	2863.3	7.125	50	TEQUESTA	FL	33469
893173	352000	350455.76	6/1/2002	5/1/1932	355	355	360	2371.49	7.125	80	SANTA CLARIT	CA	91355
893184	712000	708974.67	6/1/2002	5/1/1932	355	355	360	4677.34	6.875	35.6	HILLSBOROUGH	CA	94010
893208	235500	233124.93	6/1/2002	5/1/1932	348	355	360	1547.07	6.875	29.07	SANTA BARBAR	CA	93110
893488	452000	448078.36	5/1/2002	4/1/1932	350	354	360	2969.32	6.875	58.7	LOS ANGELES	CA	90064
893519	420000	417852.35	5/1/2002	4/1/1932	354	354	360	2759.1	6.875	63.16	SAN MATEO	CA	94404
893577	650000	636715.46	5/1/2002	4/1/1932	336	354	360	4379.17	7.125	55.32	PARADISE VAL	AZ	85253
893593	572000	569075.12	5/1/2002	4/1/1932	354	354	360	3757.63	6.875	78.04	SAPULPA	OK	74066
893619	320000	318673.1	6/1/2002	5/1/1932	355	355	360	2128.97	7	64	MOUNTAIN HOM	ID	83647
893648	645000	641620.78	5/1/2002	4/1/1932	354	354	360	4183.46	6.75	75	INVER GROVE	MN	55077
893709	322500	320967.53	5/1/2002	4/1/1932	354	354	360	2200.02	7.25	75	CHEVY CHASE	MD	20815
893715	425000	422826.75	5/1/2002	4/1/1932	354	354	360	2791.95	6.875	50	OXNARD	CA	93035
893739	364000	362092.96	5/1/2002	4/1/1932	354	354	360	2360.9	6.75	80	SAN DIEGO	CA	92130
893747	330000	328697.15	6/1/2002	5/1/1932	355	355	360	2251.19	7.25	60.79	RANCHO MIRAG	CA	92270
893777	324800	323249.65	5/1/2002	4/1/1932	354	354	360	2298.92	7.625	80	GILROY	CA	95020
893797	468000	465720.84	5/1/2002	4/1/1932	354	354	360	3153.01	7.125	73.93	SAN JOSE	CA	95132
893808	486500	483794.51	4/1/2002	3/1/1932	353	353	360	3318.79	7.25	64.87	TEMECULA	CA	92591
893819	375000	373082.41	5/1/2002	4/1/1932	354	354	360	2463.49	6.875	72.12	TORRANCE	CA	90505
893839	572000	569281.95	5/1/2002	4/1/1932	354	354	360	3902.05	7.25	80	SAN JOSE	CA	95124
893853	324000	322383.03	5/1/2002	4/1/1932	354	354	360	2155.59	7	80	FULLERTON	CA	92833
893863	375000	373082.41	5/1/2002	4/1/1932	354	354	360	2463.49	6.875	59.52	GLENDORA	CA	91741
893865	585000	579521.14	5/1/2002	4/1/1932	349	354	360	3843.04	6.875	45	DEL MAR	CA	92014
893878	450000	445319.04	5/1/2002	4/1/1932	347	354	360	3069.8	7.25	76.27	LOS ALAMITOS	CA	90720
893881	435000	432735.23	5/1/2002	4/1/1932	353	354	360	3041.59	7.5	75	LOS ANGELES	CA	91311
893886	340000	338344.19	5/1/2002	4/1/1932	354	354	360	2290.65	7.125	80	MISSION VIEJ	CA	92692
893899	368500	366035.26	5/1/2002	4/1/1932	352	354	360	2451.64	7	89.88	ALISO VIEJO	CA	92656
893902	406000	404070.72	5/1/2002	4/1/1932	354	354	360	2769.64	7.25	67.67	MALIBU	CA	90265
893918	360000	358838.14	7/1/2002	6/1/1932	356	356	360	2425.39	7.125	90	LA QUINTA	CA	92253
894274	441750	439779.61	6/1/2002	5/1/1932	355	355	360	2828.58	6.625	80	AXEXANDRIA	VA	22310
894437	465000	462405.13	6/1/2002	5/1/1932	353	355	360	3172.12	7.25	75	SANTA ROSA	CA	95404
894668	580000	577874.2	6/1/2002	5/1/1932	355	355	360	4105.21	7.625	79.45	SAN FRANCISC	CA	94116
894769	346092	344918.92	7/1/2002	6/1/1932	356	356	360	2273.58	6.875	80	SAN JUAN CAP	CA	92675
894977	483200	481640.55	7/1/2002	6/1/1932	356	356	360	3255.41	7.125	80	REDWOOD CITY	CA	94061
895173	342500	340872.53	5/1/2002	4/1/1932	354	354	360	2336.45	7.25	51.12	PURCELLVILLE	VA	20132
895254	333600	331935.18	5/1/2002	4/1/1932	354	354	360	2219.45	7	80	SYLVA	NC	28779
895274	345000	343235.87	5/1/2002	4/1/1932	354	354	360	2266.4	6.875	59.48	ATLANTA	GA	30306
895304	325000	323898.41	7/1/2002	6/1/1932	356	356	360	2135.02	6.875	66.33	SANTA ANA	CA	92705
895671	328000	326705.09	6/1/2002	5/1/1932	355	355	360	2237.54	7.25	80	SAN FRANCISC	CA	94109
895764	450000	447754.32	5/1/2002	4/1/1932	354	354	360	2993.86	7	53.57	PALO ALTO	CA	94303
895820	355000	353184.71	5/1/2002	4/1/1932	354	354	360	2332.1	6.875	58.68	SUNNYVALE	CA	94087
896141	432000	430294.46	6/1/2002	5/1/1932	355	355	360	2947.01	7.25	66.46	CAVE CREEK	AZ	85331
896421	400000	397606.83	4/1/2002	3/1/1932	353	353	360	2627.72	6.875	66.67	VAN BUREN	AR	72956
896714	552000	548536.57	5/1/2002	4/1/1932	352	354	360	3672.47	7	80	BRONXVILLE	NY	10708
896804	996100	992069.59	6/1/2002	5/1/1932	355	355	360	6710.91	7.125	70	LONG KEY	FL	33001
896876	416000	413872.77	5/1/2002	4/1/1932	354	354	360	2732.83	6.875	80	BENICIA	CA	94510
896917	567500	565203.76	6/1/2002	5/1/1932	355	355	360	3823.36	7.125	75.17	BETHESDA	MD	20816
897142	500000	497875.23	6/1/2002	5/1/1932	355	355	360	3284.65	6.875	55.56	SAN RAMON	CA	94583
897185	344000	342573.54	6/1/2002	5/1/1932	355	355	360	2288.65	7	66.8	CHANTILLY	VA	20152
897268	429000	427510.04	7/1/2002	6/1/1932	356	356	360	2782.49	6.75	76.95	ENCINITAS	CA	92024
897324	338000	335892.09	6/1/2002	5/1/1932	353	355	360	2220.42	6.875	51.6	GLENDALE	CA	91208
897336	420000	418215.37	6/1/2002	5/1/1932	355	355	360	2759.11	6.875	71.19	MORGAN HILL	CA	95037
897458	332400	330678.16	7/1/2002	6/1/1932	354	356	360	2239.45	7.125	80	WRENTHAM	MA	2093
897510	610000	599726.86	6/1/2002	5/1/1932	341	355	360	3956.45	6.75	49.8	SARATOGA	CA	95070
897916	400000	398145.51	5/1/2002	4/1/1932	354	354	360	2762.7	7.375	44.44	MIDDLEBURG	VA	20117
898515	544800	542861.34	7/1/2002	6/1/1932	356	356	360	3488.42	6.625	80	SAN JOSE	CA	95130
898567	385000	382818	5/1/2002	4/1/1932	353	354	360	2561.42	7	63.64	KENSINGTON	CA	94708
898598	800000	796841.62	6/1/2002	5/1/1932	355	355	360	5457.42	7.25	32	BRONXVILLE	NY	10708
898823	466500	464055.98	5/1/2002	4/1/1932	354	354	360	3025.71	6.75	77.75	SAN JOSE	CA	95123
898982	630000	627864.6	7/1/2002	6/1/1932	356	356	360	4138.66	6.875	70	STAMFORD	CT	6907
899099	415000	412977.98	5/1/2002	4/1/1932	354	354	360	2795.93	7.125	79.81	WATSONVILLE	CA	95076
900023	428000	426181.39	6/1/2002	5/1/1932	355	355	360	2811.66	6.875	80	GALENA	OH	43021
900135	409000	403985.97	1/1/2002	12/1/1931	346	350	360	2652.77	6.75	62.92	LARKSPUR	CO	80118
900149	630000	627323.08	6/1/2002	5/1/1932	355	355	360	4138.66	6.875	70	COLORADO SPR	CO	80904
900198	400000	398459.29	6/1/2002	5/1/1932	355	355	360	2762.71	7.375	42.11	BELMONT	CA	94002
900230	357000	351478.97	3/1/2002	2/1/1932	341	352	360	2435.37	7.25	78.29	LAKE ELMO	MN	55042
900291	451000	447910.44	6/1/2002	5/1/1932	352	355	360	3000.52	7	64.43	LOS ANGELES	CA	90046
900322	390000	386982.71	2/1/2002	1/1/1932	351	351	360	2562.02	6.875	53.79	HAWTHORN WOO	IL	60047
900421	337850	334829.36	4/1/2002	3/1/1932	349	353	360	2333.45	7.375	74.99	HACKENSACK	MN	56452
900489	448000	445508.83	4/1/2002	3/1/1932	353	353	360	3056.15	7.25	80	WOODBURY	MN	55125
900617	403000	400276.33	3/1/2002	2/1/1932	352	352	360	2667.66	6.95	46.32	LADUE	MO	63124
900687	450000	448511.56	7/1/2002	6/1/1932	356	356	360	2993.87	7	52.94	STAMFORD	CT	6903
900759	1000000	996148.36	6/1/2002	5/1/1932	355	355	360	6906.75	7.375	59.7	PLANO	TX	75093
900785	330000	326066.49	12/1/2001	11/1/1931	346	349	360	2223.27	7.125	61.68	RIVERSIDE	IL	60546
900801	310500	308706.68	3/1/2002	2/1/1932	352	352	360	2224.46	7.75	90	FISH LAKE TO	MN	55069
900823	365000	362074.02	1/1/2002	12/1/1931	350	350	360	2489.94	7.25	78.49	LITTLETON	CO	80127
900827	304000	301866.18	2/1/2002	1/1/1932	351	351	360	2099.66	7.375	95	LIVONIA	MI	48152
900854	320000	318009.65	3/1/2002	2/1/1932	352	352	360	2210.16	7.375	78.05	BURNSVILLE	MN	55337
900862	344000	341940.86	4/1/2002	3/1/1932	353	353	360	2259.84	6.875	80	ALAMEDA	CA	94501
900884	322000	319151.88	12/1/2001	11/1/1931	349	349	360	2196.61	7.25	70	ITASCA	IL	60143
900896	375200	373644.19	6/1/2002	5/1/1932	355	355	360	2496.22	7	80	EASTON	CT	6612
900900	492000	488340.9	3/1/2002	2/1/1932	352	352	360	3191.11	6.75	65.6	DANVILLE	CA	94526
900901	362500	360014.21	3/1/2002	2/1/1932	352	352	360	2381.37	6.875	82.39	LAKEVILLE	MN	55044
900938	400000	395368.53	10/1/2001	9/1/1931	347	347	360	2594.4	6.75	43.24	MORRISON	CO	80465
900963	364550	361407.2	1/1/2002	12/1/1931	350	350	360	2394.83	6.875	79.25	CAPE GIRARDE	MO	63701
900972	367000	363674.06	12/1/2001	11/1/1931	349	349	360	2472.55	7.125	77.26	BARRINGTON	IL	60010
900988	365000	363523.15	6/1/2002	5/1/1932	355	355	360	2459.07	7.125	48.67	MORAGA	CA	94556
901107	362400	360897.27	6/1/2002	5/1/1932	355	355	360	2411.06	7	80	LAKE OSWEGO	OR	97034
901125	450000	446639.95	6/1/2002	5/1/1932	351	355	360	2956.18	6.875	66.18	SANTA CRUZ	CA	95060
901824	67500	67307.58	7/1/2002	6/1/1932	356	356	360	483.58	7.75	75	FT LAUDERDAL	FL	33317
901945	500000	498074.17	6/1/2002	5/1/1932	355	355	360	3453.38	7.375	76.93	KEY LARGO	FL	33037
902037	220000	219087.73	6/1/2002	5/1/1932	355	355	360	1463.67	7	73.33	YORBA LINDA	CA	92886
902077	410000	408375.12	6/1/2002	5/1/1932	355	355	360	2796.93	7.25	78.1	OAKLAND	CA	94611
902210	310000	307792.67	6/1/2002	5/1/1932	351	355	360	2141.09	7.375	65.96	SOUTH SETAUK	NY	11720
903110	343000	341542.55	6/1/2002	5/1/1932	355	355	360	2253.27	6.875	79.78	LOS ANGELES	CA	91307
903251	435000	433196.23	6/1/2002	5/1/1932	355	355	360	2894.07	7	77.68	SCOTTSDALE	AZ	85258
903271	337500	336167.55	6/1/2002	5/1/1932	355	355	360	2302.35	7.25	90	MIAMI BEACH	FL	33140
903366	344000	342573.54	6/1/2002	5/1/1932	355	355	360	2288.65	7	80	HOUSTON	TX	77079
903659	630000	626931.94	5/1/2002	4/1/1932	354	354	360	4244.43	7.125	66.32	MCLEAN	VA	22101
903712	377000	375474.59	6/1/2002	5/1/1932	355	355	360	2539.92	7.125	60.32	ALEXANDRIA	VA	22304
903719	584502	582568.7	7/1/2002	6/1/1932	356	356	360	3888.71	7	69.2	HENDERSON	NV	89052
903771	500000	497150.71	4/1/2002	3/1/1932	353	353	360	3368.6	7.125	22.32	LAS VEGAS	NV	89123
903836	650000	645542.76	3/1/2002	2/1/1932	352	352	360	4270.04	6.875	36.11	KETCHUM	ID	83340
903891	320000	318176.48	4/1/2002	3/1/1932	353	353	360	2155.9	7.125	80	OWATONNA	MN	55060
903901	438000	436067.69	6/1/2002	5/1/1932	355	355	360	2840.86	6.75	67.38	OAK PARK	IL	60302
903946	351950	350193.64	5/1/2002	4/1/1932	354	354	360	2341.53	7	79.99	FRISCO	TX	75034
903968	310000	308414.83	5/1/2002	4/1/1932	354	354	360	2036.48	6.875	79.49	MINNEAPOLIS	MN	55403
904032	500000	497672.06	6/1/2002	5/1/1932	355	355	360	3284.64	6.875	76.92	UNIVERSITY P	TX	75225
904170	511000	507986.95	4/1/2002	3/1/1932	353	353	360	3382.56	6.95	70	SALEM	OR	97301
904388	528750	525038.21	6/1/2002	5/1/1932	351	355	360	3607.01	7.25	75	LOS ANGELES	CA	90064
904396	650000	645649.54	3/1/2002	2/1/1932	352	352	360	4324.47	7	48.15	SCOTTSDALE	AZ	85251
904469	406000	404274.91	6/1/2002	5/1/1932	355	355	360	2667.13	6.875	58.42	SALINAS	CA	93908
904493	500000	497875.52	6/1/2002	5/1/1932	355	355	360	3284.64	6.875	74.07	RANCHO PALOS	CA	90275
904539	336000	334176.99	4/1/2002	3/1/1932	353	353	360	2320.67	7.375	80	KALAMA	WA	98625
904551	600000	597512.04	6/1/2002	5/1/1932	355	355	360	3991.82	7	70.59	CHICAGO	IL	60640
904567	383800	378918.94	4/1/2002	3/1/1932	346	353	360	2457.52	6.625	72.42	WASHINGTON	DC	20003
904574	359000	356478.02	3/1/2002	2/1/1932	352	352	360	2328.47	6.75	79.78	EUGENE	OR	97405
904586	320000	317751.96	3/1/2002	2/1/1932	352	352	360	2075.52	6.75	65.31	CARBONDALE	CO	81623
904617	425000	422127.71	3/1/2002	2/1/1932	352	352	360	2813.28	6.95	44.74	MEQUON	WI	53097
904661	648900	646274.42	6/1/2002	5/1/1932	355	355	360	4371.76	7.125	74.76	SAN DIEGO	CA	92130
904683	470000	468098.28	6/1/2002	5/1/1932	355	355	360	3166.48	7.125	66.2	SAN DIEGO	CA	92130
905549	537500	534530.38	6/1/2002	5/1/1932	354	355	360	3531	6.875	68.91	OLD TAPPAN	NJ	7675
906243	507500	504974.48	6/1/2002	5/1/1932	354	355	360	3376.41	7	70	MENLO PARK	CA	94025
906318	408000	405886.08	5/1/2002	4/1/1932	354	354	360	2680.27	6.875	80	OAKTON	VA	22124
906340	304000	300911.94	11/1/2001	10/1/1931	348	348	360	2022.52	7	80	LAKE ELMO	MN	55042
906401	345000	342411.89	3/1/2002	2/1/1932	351	352	360	2266.41	6.875	55.65	HAMPTON	NJ	8827
906432	410000	407547.01	4/1/2002	3/1/1932	353	353	360	2693.41	6.875	68.33	SPOKANE	WA	99203
906488	392000	389766.17	4/1/2002	3/1/1932	353	353	360	2640.98	7.125	63.74	WAYZATA	MN	55391
906527	439200	437112.97	5/1/2002	4/1/1932	354	354	360	2996.12	7.25	60.83	SEDALIA	CO	80135
906567	505000	502417.64	5/1/2002	4/1/1932	354	354	360	3317.5	6.875	77.69	PALM SPRINGS	CA	92264
906634	397000	394277.63	3/1/2002	2/1/1932	352	352	360	2608.01	6.875	46.71	BELLEVUE	WA	98005
906668	332900	330936.04	4/1/2002	3/1/1932	353	353	360	2203.63	6.95	68.94	EL CAJON	CA	92020
906731	341900	339396.12	4/1/2002	3/1/1932	352	353	360	2189.23	6.625	54.7	SHOREWOOD	MN	55331
906796	452800	447902.9	3/1/2002	2/1/1932	347	352	360	2997.31	6.95	65.15	SANDY	OR	97055
906857	485900	482568.04	3/1/2002	2/1/1932	352	352	360	3192.02	6.875	76.22	WALNUT CREEK	CA	94596
906898	328000	326402.65	5/1/2002	4/1/1932	354	354	360	2209.8	7.125	78.85	NEW BERLIN	WI	53151
906954	360400	356242.75	5/1/2002	4/1/1932	345	354	360	2550.89	7.625	74	SUPERIOR	CO	80027
906984	533600	531746.76	7/1/2002	6/1/1932	356	356	360	3460.92	6.75	80	VENICE	CA	90291
907244	445000	437369.96	6/1/2002	5/1/1932	341	355	360	2923.34	6.875	55.63	DANVILLE	CA	94506
908389	468000	466059.39	6/1/2002	5/1/1932	355	355	360	3113.62	7	80	SIMI VALLEY	CA	93065
908473	343600	341597.05	6/1/2002	5/1/1932	353	355	360	2285.98	7	80	SILVER SPRIN	MD	20910
908933	455000	453277.98	7/1/2002	6/1/1932	355	356	360	3065.42	7.125	61.57	VACAVILLE	CA	95688
909639	510000	505366.6	6/1/2002	5/1/1932	349	355	360	3350.34	6.875	70.34	LAGUNA NIGUE	CA	92677
909725	500000	497443.22	5/1/2002	4/1/1932	354	354	360	3284.65	6.875	52.63	RANCHO MURIE	CA	95683
909881	490000	487494.41	5/1/2002	4/1/1932	354	354	360	3218.95	6.875	43.36	SAN FRANCISC	CA	94118
909919	806500	802236.16	5/1/2002	4/1/1932	354	354	360	5230.94	6.75	59.74	MILL VALLEY	CA	94941
910062	402000	393205.69	6/1/2002	5/1/1932	335	355	360	2708.35	7.125	60	PEBBLE BEACH	CA	93953
910146	370400	368864.07	6/1/2002	5/1/1932	355	355	360	2464.29	7	80	ARLINGTON	VA	22207
910227	431250	428473.77	5/1/2002	4/1/1932	352	354	360	2833.01	6.875	75	LA HABRA HEI	CA	90631
910394	369000	367113.12	5/1/2002	4/1/1932	354	354	360	2424.07	6.875	59.52	ALISO VIEJO	CA	92656
910439	440000	437804.22	5/1/2002	4/1/1932	354	354	360	2927.33	7	80	SAN JOSE	CA	95125
910462	390000	387906.79	5/1/2002	4/1/1932	354	354	360	2497.21	6.625	74.9	SMYRNA	GA	30126
910537	450000	446914.22	3/1/2002	2/1/1932	352	352	360	2956.18	6.875	62.07	LOUISVILLE	KY	40206
910541	349000	346355.55	7/1/2002	6/1/1932	351	356	360	2292.69	6.875	64.51	SARASOTA	FL	34236
910572	406400	403579.39	3/1/2002	2/1/1932	352	352	360	2703.79	7	80	EL DORADO HI	CA	95762
910575	410000	407547.01	4/1/2002	3/1/1932	353	353	360	2693.41	6.875	60.74	PALOS VERDES	CA	90274
910644	472000	463685.28	5/1/2002	4/1/1932	340	354	360	3100.71	6.875	63.78	SHERMAN OAKS	CA	91423
910670	450000	448511.56	7/1/2002	6/1/1932	356	356	360	2993.87	7	64.2	SAN JOSE	CA	95129
910680	484200	480798.45	3/1/2002	2/1/1932	352	352	360	3140.52	6.75	65.43	HUGO	MN	55038
910685	405200	403127.99	5/1/2002	4/1/1932	354	354	360	2661.88	6.875	45.02	ALTADENA	CA	91001
910807	451500	449224.71	5/1/2002	4/1/1932	354	354	360	2988.7	6.95	72.24	APPLE VALLEY	MN	55124
910822	475000	473350.24	7/1/2002	6/1/1932	356	356	360	3080.85	6.75	69.85	LOS ANGELES	CA	90077
910850	375000	372756.45	4/1/2002	3/1/1932	353	353	360	2463.48	6.875	73.53	SIMI VALLEY	CA	93065
910866	352000	349924.46	4/1/2002	3/1/1932	353	353	360	2330.06	6.95	80	WAITE HILL	OH	44094
910907	470000	466372.09	5/1/2002	4/1/1932	351	354	360	3048.41	6.75	80	SAN JOSE	CA	95125
910914	345000	343235.8	5/1/2002	4/1/1932	354	354	360	2266.41	6.875	87.34	CORONA	CA	92882
910917	360000	358749.66	7/1/2002	6/1/1932	356	356	360	2334.96	6.75	80	SAN GABRIEL	CA	91775
910928	600000	596580.85	4/1/2002	3/1/1932	353	353	360	4042.32	7.125	54.55	TOWN OF SUMM	WI	53066
910971	459500	457149.94	5/1/2002	4/1/1932	354	354	360	3018.59	6.875	75.33	GILROY	CA	95020
911009	541300	538215.39	4/1/2002	3/1/1932	353	353	360	3646.84	7.125	71.22	MEQUON	WI	53092
911063	650000	646204.47	4/1/2002	3/1/1932	353	353	360	4324.47	7	60.47	ELM GROVE	WI	53122
911137	452000	449357.8	4/1/2002	3/1/1932	353	353	360	3007.17	7	80	CARMICHAEL	CA	95608
911497	650000	647369.93	6/1/2002	5/1/1932	355	355	360	4379.18	7.125	72.22	WESTON	MA	2493
911571	317000	315130.83	4/1/2002	3/1/1932	353	353	360	2098.38	6.95	62.16	ENCINITAS	CA	92024
911606	369200	367312.11	5/1/2002	4/1/1932	354	354	360	2425.38	6.875	80	SAN JOSE	CA	95124
911617	446000	442866.84	3/1/2002	2/1/1932	352	352	360	2892.75	6.75	56.1	MONTGOMERY	NJ	8502
911683	585000	581860.14	5/1/2002	4/1/1932	354	354	360	3745.82	6.625	63.9	HERNDON	VA	20171
911692	361000	357338.78	3/1/2002	2/1/1932	349	352	360	2341.44	6.75	69.42	GOLDEN	CO	80403
911730	400000	397954.59	5/1/2002	4/1/1932	354	354	360	2627.72	6.875	69.57	POWAY	CA	92064
911733	384100	381401.67	3/1/2002	2/1/1932	352	352	360	2491.27	6.75	74.58	BOULDER	CO	80303
911782	645000	639303.97	1/1/2002	12/1/1931	350	350	360	4183.46	6.75	58.64	EDINA	MN	55424
911850	350000	347541.21	3/1/2002	2/1/1932	352	352	360	2270.1	6.75	55.29	MINNETONKA	MN	55305
911855	643000	639548.84	5/1/2002	4/1/1932	354	354	360	4117.2	6.625	62.73	LAGUNA NIGUE	CA	92677
911892	327650	318044.16	5/1/2002	4/1/1932	328	354	360	2152.43	6.875	45.19	MINNEAPOLIS	MN	55409
911946	389000	360445.8	3/1/2002	2/1/1932	289	352	360	2555.46	6.875	79.39	LAKE FOREST	IL	60045
912035	591300	582834.11	3/1/2002	2/1/1932	344	352	360	3786.16	6.625	46.38	EDINA	MN	55436
912041	440000	436811.76	3/1/2002	2/1/1932	352	352	360	2890.49	6.875	80	LAKE GENEVA	WI	53147
912045	470000	466669.71	6/1/2002	5/1/1932	352	355	360	3126.93	7	65.01	FOSTER CITY	CA	94404
912064	577500	573443.06	3/1/2002	2/1/1932	352	352	360	3745.66	6.75	70	DUBLIN	OH	43017
912137	531300	527287.7	2/1/2002	1/1/1932	351	351	360	3534.76	7	72.29	FITCHBURG	WI	53711
912149	348000	345022.86	4/1/2002	3/1/1932	350	353	360	2344.55	7.125	80	COLUMBUS	OH	43206
912205	520000	517843.76	6/1/2002	5/1/1932	355	355	360	3459.58	7	67.1	MARCO ISLAND	FL	34145
912206	344500	342079.82	3/1/2002	2/1/1932	352	352	360	2234.43	6.75	59.4	ONEIDA	WI	54155
912260	420000	417547.46	4/1/2002	3/1/1932	353	353	360	2794.28	7	54.19	BAILEYS HARB	WI	54202
912319	320000	318058.01	3/1/2002	2/1/1932	352	352	360	2237.49	7.5	80	FRANKLIN	TN	37067
912384	340000	337945.88	4/1/2002	3/1/1932	353	353	360	2290.65	7.125	47.95	CINCINNATI	OH	45237
912401	558400	553436.22	3/1/2002	2/1/1932	349	352	360	3762.05	7.125	80	CLIVE	IA	50325
912617	442000	439772.62	5/1/2002	4/1/1932	354	354	360	2925.81	6.95	74.92	INDIAN HILL	OH	45243
912660	402500	399424.5	5/1/2002	4/1/1932	351	354	360	2644.14	6.875	58.67	GRAFTON	WI	53024
912715	610000	605577.16	3/1/2002	2/1/1932	351	352	360	4058.35	7	74.39	WAYNE	IL	60184
912722	350000	348210.29	5/1/2002	4/1/1932	354	354	360	2299.25	6.875	56.91	MISSION VIEJ	CA	92692
912773	328000	325750.78	3/1/2002	2/1/1932	352	352	360	2154.73	6.875	63.69	VERNON HILLS	IL	60061
912908	315000	312862.04	5/1/2002	4/1/1932	352	354	360	2069.33	6.875	54.78	ATLANTA	GA	30350
912961	334400	332979.13	6/1/2002	5/1/1932	355	355	360	2196.77	6.875	80	ALPHARETTA	GA	30022
912973	600700	577907.07	5/1/2002	4/1/1932	321	354	360	3896.13	6.75	46.21	FULLERTON	CA	92835
913010	416000	413767.23	5/1/2002	4/1/1932	354	354	360	2663.69	6.625	80	HUNTINGTON B	CA	92648
913100	510000	505107.5	5/1/2002	4/1/1932	349	354	360	3350.34	6.875	31.87	SANTA MONICA	CA	90402
913127	600000	596779.61	5/1/2002	4/1/1932	354	354	360	3841.87	6.625	57.92	NEWPORT COAS	CA	92657
913174	352500	350390.99	4/1/2002	3/1/1932	353	353	360	2315.68	6.875	79.66	MURRIETA	CA	92562
913176	369300	364376.74	3/1/2002	2/1/1932	343	352	360	2550.67	7.375	65.95	ELMHURST	IL	60126
913272	471200	468786.64	5/1/2002	4/1/1932	354	354	360	3095.45	6.875	80	MILLBRAE	CA	94030
913279	500000	497008.51	4/1/2002	3/1/1932	353	353	360	3284.65	6.875	40	SAN FRANCISC	CA	94117
913295	250000	249012.98	6/1/2002	5/1/1932	355	355	360	1705.45	7.25	74.63	PLEASANT HIL	CA	94523
913309	368000	365798.29	4/1/2002	3/1/1932	353	353	360	2417.5	6.875	72.87	WASHINGTON	DC	20009
913382	356000	349935.46	6/1/2002	5/1/1932	341	355	360	2338.67	6.875	45.94	AROMAS	CA	95004
913473	422000	419757.55	5/1/2002	4/1/1932	354	354	360	2772.24	6.875	77.43	ARCADIA	CA	91006
913479	433150	431309.53	6/1/2002	5/1/1932	355	355	360	2845.49	6.875	75	THOUSAND OAK	CA	91320
913482	375000	373035.37	5/1/2002	4/1/1932	354	354	360	2432.24	6.75	79.79	COVINA	CA	91724
913507	496000	493774.37	6/1/2002	5/1/1932	355	355	360	3299.91	7	80	NEWPORT BEAC	CA	92660
913515	347000	345137.55	5/1/2002	4/1/1932	354	354	360	2221.88	6.625	73.05	DUNWOODY	GA	30338
913520	402000	399944.34	5/1/2002	4/1/1932	354	354	360	2640.86	6.875	48.43	SAN FRANCISC	CA	94114
913544	550000	545368.33	5/1/2002	4/1/1932	351	354	360	3476.38	6.5	68.66	SAN CARLOS	CA	94070
913546	376000	373750.45	4/1/2002	3/1/1932	353	353	360	2470.05	6.875	80	SAN JOSE	CA	95118
913556	380000	378056.86	5/1/2002	4/1/1932	354	354	360	2496.33	6.875	60.32	SAN CARLOS	CA	94070
913601	535000	532264.29	5/1/2002	4/1/1932	354	354	360	3514.57	6.875	63.31	LOS ANGELES	CA	90046
913650	331000	329019.65	4/1/2002	3/1/1932	353	353	360	2174.44	6.875	76.09	GLENDALE	CA	91206
913721	369000	366366.47	5/1/2002	4/1/1932	353	354	360	2272	6.25	65.31	GREAT FALLS	VA	22066
913762	368000	366436.35	6/1/2002	5/1/1932	355	355	360	2417.5	6.875	79.14	WOODCLIFF LA	NJ	7675
913768	364500	362636.12	5/1/2002	4/1/1932	354	354	360	2394.51	6.875	73.64	FOUNTAIN VAL	CA	92708
913783	343000	341246.04	5/1/2002	4/1/1932	354	354	360	2253.27	6.875	77.95	HAMPTON	NH	3842
913801	350000	348210.28	5/1/2002	4/1/1932	354	354	360	2299.25	6.875	43.16	CHAPPAQUA	NY	10514
913827	483000	480039.43	4/1/2002	3/1/1932	353	353	360	3132.73	6.75	69.5	LOS GATOS	CA	95033
913852	480000	477545.53	5/1/2002	4/1/1932	354	354	360	3153.26	6.875	80	MIAMI BEACH	FL	33139
913875	429100	427343.82	7/1/2002	6/1/1932	355	356	360	2818.89	6.875	70	SANTA CLARA	CA	95051
913900	600000	596931.87	5/1/2002	4/1/1932	354	354	360	3941.58	6.875	46.15	SAN DIEGO	CA	92037
913960	459150	456550.71	5/1/2002	4/1/1932	353	354	360	3016.29	6.875	57.39	LA CANADA FL	CA	91011
913999	405500	402953.8	4/1/2002	3/1/1932	353	353	360	2596.46	6.625	75.79	CLARKSVILLE	MD	21029
914014	156500	155680.07	5/1/2002	4/1/1932	354	354	360	1015.06	6.75	53.97	BIG CANOE	GA	30143
914023	280000	277885.5	2/1/2002	1/1/1932	351	351	360	1862.85	7	68.29	SANTA CLARA	CA	95051
914357	460000	458092.54	6/1/2002	5/1/1932	355	355	360	3060.4	7	63.45	LOS ANGELES	CA	90039
914508	353600	349871.99	6/1/2002	5/1/2022	235	235	240	2741.46	7	80	SACRAMENTO	CA	95829
914570	365000	362699.23	4/1/2002	3/1/1932	353	353	360	2337.14	6.625	54.07	KEY BISCAYNE	FL	33149
914620	396800	394425.94	4/1/2002	3/1/1932	353	353	360	2606.7	6.875	80	HUNTINGTON B	CA	92646
914752	400000	398082.44	6/1/2002	5/1/1932	355	355	360	2462.87	6.25	74.21	KEY WEST	FL	33040
914841	382000	379270.31	5/1/2002	4/1/1932	352	354	360	2509.47	6.875	63.14	ROCKVILLE	MD	20850
914957	980000	975227.52	5/1/2002	4/1/1932	354	354	360	6602.44	7.125	70	WASHINGTON	DC	20008
915026	450000	446891.53	6/1/2002	5/1/1932	352	355	360	2993.86	7	56.6	SAN JOSE	CA	95120
915110	400000	398052.07	5/1/2002	4/1/1932	354	354	360	2694.87	7.125	59.26	PELHAM	NY	10803
915213	429600	427064.53	6/1/2002	5/1/1932	353	355	360	2822.17	6.875	80	TRUCKEE	CA	96161
915255	347200	346023.16	7/1/2002	6/1/1932	356	356	360	2280.86	6.875	80	FOOTHILL RAN	CA	92610
915331	304844	303609.01	7/1/2002	6/1/1932	355	356	360	2002.61	6.875	60.97	MENLO PARK	CA	94025
915350	410000	407903.47	5/1/2002	4/1/1932	354	354	360	2693.41	6.875	79.85	SAN MARCOS	CA	92078
915422	387200	385919.11	7/1/2002	6/1/1932	356	356	360	2576.06	7	80	SAN RAMON	CA	94583
915568	368200	366367.13	5/1/2002	4/1/1932	354	354	360	2480.63	7.125	55.79	NORTHBROOK	IL	60062
915666	477200	474759.87	5/1/2002	4/1/1932	354	354	360	3134.86	6.875	80	MILL VALLEY	CA	94941
915712	315500	314159.44	6/1/2002	5/1/1932	355	355	360	2072.61	6.875	74.24	PASADENA	CA	91107
915768	316172	314860.97	5/1/2002	4/1/1932	355	354	360	2103.5	7	80	WALDORF	MD	20602
915855	393750	391878.96	5/1/2002	4/1/1932	354	354	360	2686.07	7.25	75	STAMFORD	CT	6903
915922	308250	307002.75	6/1/2002	5/1/1932	355	355	360	2076.74	7.125	89.99	FAYETTEVILLE	AR	72704
916000	379992	377902.78	5/1/2002	4/1/1932	354	354	360	2401.81	6.5	80	FAIRFAX STAT	VA	22039
916085	376000	374440.89	6/1/2002	5/1/1932	355	355	360	2501.54	7	80	CROTON ON HU	NY	10520
916181	409000	406908.58	5/1/2002	4/1/1932	354	354	360	2686.84	6.875	71.01	SAN RAFAEL	CA	94903
916238	391200	389655.61	6/1/2002	5/1/1932	355	355	360	2668.67	7.25	80	BROOKLINE	MA	2446
916313	511200	508251.54	5/1/2002	4/1/1932	354	354	360	3147.55	6.25	80	WOODCLIFF LA	NJ	7677
916778	230000	228435.71	6/1/2002	5/1/1932	352	355	360	1530.2	7	63.89	HONOLULU	HI	96826
917250	325500	324013.59	6/1/2002	5/1/1932	355	355	360	2138.31	6.875	56.61	POWDER SPRIN	GA	30127
917291	425000	422879.04	5/1/2002	4/1/1932	354	354	360	2827.54	7	57.51	DE PERE	WI	54115
917373	400000	398341.38	6/1/2002	5/1/1932	355	355	360	2661.21	7	59.88	BRONX	NY	10463
917645	358000	356441.42	6/1/2002	5/1/1932	355	355	360	2321.98	6.75	69.92	CASTRO VALLE	CA	94546
917712	372000	370143.52	5/1/2002	4/1/1932	354	354	360	2474.93	7	64.14	CARLSBAD	CA	92008
917760	320000	318403.06	5/1/2002	4/1/1932	354	354	360	2128.97	7	80	PLAINSBORO	NJ	8536
917771	359100	357218.62	5/1/2002	4/1/1932	354	354	360	2329.12	6.75	90	SAN JUAN CAP	CA	92675
917813	472000	470042.82	5/1/2002	4/1/1932	355	354	360	3140.23	7	80	ESCONDIDO	CA	92025
917821	497350	494859.71	5/1/2002	4/1/1932	354	354	360	3350.74	7.125	79.99	PLAINVIEW	NY	11803
917857	341000	339213.46	5/1/2002	4/1/1932	354	354	360	2211.72	6.75	64.34	SILVER SPRIN	MD	20904
917867	350000	347847.48	5/1/2002	4/1/1932	353	354	360	2328.56	7	78.65	PLAINFIELD	NJ	7060
917886	400000	397853.12	5/1/2002	4/1/1932	354	354	360	2561.24	6.625	36.46	BROOKVILLE	NY	11545
917903	443900	441738.24	5/1/2002	4/1/1932	354	354	360	2990.64	7.125	80	ROCKVILLE	MD	20850
917904	358500	356976.73	6/1/2002	5/1/1932	355	355	360	2355.09	6.875	30.25	GREAT FALLS	VA	22066
917935	650000	647304.73	6/1/2002	5/1/1932	355	355	360	4324.47	7	78.79	CHAPPAQUA	NY	10514
917961	750000	746813.22	6/1/2002	5/1/1932	355	355	360	4926.97	6.875	57.69	CONCORD	MA	1742
917975	349450	347663.03	5/1/2002	4/1/1932	354	354	360	2295.64	6.875	52.16	OAK PARK	IL	60302
918022	337200	335433.39	5/1/2002	4/1/1932	354	354	360	2187.07	6.75	80	ARLINGTON	VA	22205
918030	650000	646673.04	5/1/2002	4/1/1932	354	354	360	4324.46	7	70.27	LONG BEACH	CA	90807
918096	500000	497823.19	6/1/2002	5/1/1932	355	355	360	3242.99	6.75	68.31	PLAINVIEW	NY	11803
918100	424000	421831.88	5/1/2002	4/1/1932	354	354	360	2785.38	6.875	75.04	GLEN ELLYN	IL	60137
918119	366400	364525.53	5/1/2002	4/1/1932	354	354	360	2406.99	6.875	78.8	ANNAPOLIS	MD	21403
918124	352000	350243.39	5/1/2002	4/1/1932	354	354	360	2341.86	7	80	GAITHERSBURG	MD	20878
918198	332000	330623.37	6/1/2002	5/1/1932	355	355	360	2208.8	7	77.57	SILVER SPRIN	MD	20904
918439	465000	463423.06	7/1/2002	6/1/1932	356	356	360	3054.72	6.875	63.7	OAK HILL	VA	20171
918449	353000	351500.1	6/1/2002	5/1/1932	355	355	360	2318.96	6.875	69.9	MILL CREEK	WA	98012
918642	310000	307770.16	2/1/2002	1/1/1932	351	351	360	2114.75	7.25	79.28	QUEEN CREEK	AZ	85242
918662	450000	445921.96	12/1/2001	11/1/1931	349	349	360	3031.73	7.125	73.85	ST CHARLES	MO	63304
918692	320000	318403.06	5/1/2002	4/1/1932	354	354	360	2128.97	7	57.14	WAYZATA	MN	55391
918734	564000	560404.83	3/1/2002	2/1/1932	352	352	360	3847.48	7.25	64.46	GRANITE BAY	CA	95746
918774	400000	397283.38	3/1/2002	2/1/1932	351	352	360	2762.71	7.375	55.94	CLYDE HILL	WA	98004
918829	306000	302693.77	3/1/2002	2/1/1932	348	352	360	1984.72	6.75	79.69	LEWISTON	ID	83501
918884	304000	301945.41	3/1/2002	2/1/1932	352	352	360	2012.33	6.95	73.25	LAKESIDE	CA	92040
918951	320000	318220.56	4/1/2002	3/1/1932	353	353	360	2182.97	7.25	80	PARK CITY	UT	84098
919023	320000	318085.42	4/1/2002	3/1/1932	353	353	360	2102.18	6.875	80	MINNEAPOLIS	MN	55408
919032	390000	388342.85	6/1/2002	5/1/1932	355	355	360	2562.03	6.875	75.73	MARCO ISLAND	FL	34145
919093	390000	386962.18	2/1/2002	1/1/1932	351	351	360	2562.03	6.875	79.27	EVANSTON	IL	60201
919173	540000	537868.15	6/1/2002	5/1/1932	355	355	360	3683.75	7.25	78.26	AUSTIN	TX	78730
919180	452000	449593.08	5/1/2002	4/1/1932	354	354	360	3007.17	7	80	FLOWER MOUND	TX	75022
919208	400000	395870.66	2/1/2002	1/1/1932	348	351	360	2581.12	6.7	64	CHICAGO	IL	60640
919405	533840	531571.7	6/1/2002	5/1/1932	355	355	360	3506.95	6.875	80	PROSPECT	KY	40059
919409	650000	645754.11	3/1/2002	2/1/1932	352	352	360	4379.18	7.125	25	RANCHO SANTA	CA	92067
919507	228300	227525.48	7/1/2002	6/1/1932	356	356	360	1499.77	6.875	74.04	MANTECA	CA	95337
919534	490500	488364.58	6/1/2002	5/1/1932	355	355	360	3181.37	6.75	75	MARIETTA	GA	30068
919591	372100	370030.88	4/1/2002	3/1/1932	353	353	360	2538.38	7.25	74.42	BERTHOUD	CO	80513
919677	370500	367529.82	1/1/2002	12/1/1931	350	350	360	2527.47	7.25	74.11	OLYMPIA	WA	98513
919747	399950	394695.85	6/1/2002	5/1/1932	345	355	360	2627.39	6.875	76.91	SAN FRANCISC	CA	94127
919983	319000	317918.72	7/1/2002	6/1/1932	356	356	360	2095.61	6.875	38.95	LAGUNA HILLS	CA	92653
920047	380300	378355.35	5/1/2002	4/1/1932	354	354	360	2498.3	6.875	80	HUNTINGTON B	CA	92648
920138	500000	497443.23	5/1/2002	4/1/1932	354	354	360	3284.65	6.875	70.82	DERWOOD	MD	20855
920156	364650	363100.61	6/1/2002	5/1/1932	355	355	360	2395.49	6.875	65.12	YORBA LINDA	CA	92886
920297	485000	483037.62	6/1/2002	5/1/1932	355	355	360	3267.53	7.125	88.67	SMITHTOWN	NY	11787
920343	392500	387980.77	5/1/2002	4/1/2022	234	234	240	3072.57	7.125	75.48	LONG BEACH	CA	90803
920387	356000	353975.66	5/1/2002	4/1/1932	353	354	360	2309.01	6.75	80	TRABUCO CANY	CA	92679
920440	372600	370784.7	5/1/2002	4/1/1932	354	354	360	2510.28	7.125	94.99	HOFFMAN ESTA	IL	60192
920478	350000	347921.76	6/1/2002	5/1/1932	353	355	360	2299.25	6.875	73.68	SPARTA	NJ	7871
920578	455000	452616.24	5/1/2002	4/1/1932	354	354	360	2951.12	6.75	70	WASHINGTON	DC	20007
920635	565000	562713.9	6/1/2002	5/1/1932	355	355	360	3806.51	7.125	70.63	FAIRFIELD	CT	6430
920643	430000	428260.19	6/1/2002	5/1/1932	355	355	360	2896.98	7.125	69.35	SOUTHBURY	CT	6488
920684	400000	398644.2	7/1/2002	6/1/1932	356	356	360	2627.72	6.875	51.61	LOS ANGELES	CA	90035
920826	313500	311898.47	5/1/2002	4/1/1932	354	354	360	2085.73	7	82.5	DIAMOND BAR	CA	91765
921337	400000	397954.59	5/1/2002	4/1/1932	354	354	360	2627.72	6.875	76.19	WOODBRIDGE	VA	22191
921415	451500	449386.78	6/1/2002	5/1/1932	355	355	360	2816.77	6.375	56.44	GLADWYNE	PA	19035
921617	348000	346263.29	5/1/2002	4/1/1932	354	354	360	2315.26	7	80	WEST HILLS	CA	91304
921709	560000	557561.98	6/1/2002	5/1/1932	355	355	360	3632.15	6.75	80	SAN JOSE	CA	95136
921827	400000	397904.38	5/1/2002	4/1/1932	354	354	360	2594.39	6.75	41.03	ORINDA	CA	94563
922123	387200	385514.29	6/1/2002	5/1/1932	355	355	360	2511.37	6.75	80	MISSION VIEJ	CA	92692
922160	650000	646756.2	5/1/2002	4/1/1932	354	354	360	4324.47	7	33.94	LOS ALTOS	CA	94022
922230	398000	396013.83	5/1/2002	4/1/1932	354	354	360	2647.9	7	66.33	CUPERTINO	CA	95014
922287	396100	394123.31	5/1/2002	4/1/1932	354	354	360	2635.26	7	60.94	FULLERTON	CA	92835
922584	446000	444595.63	7/1/2002	6/1/1932	356	356	360	3042.51	7.25	59.79	LA JOLLA	CA	92037
922937	629500	626889.74	6/1/2002	5/1/1932	355	355	360	4188.08	7	49.37	LOS ANGELES	CA	90064
923534	540000	537705.51	6/1/2002	5/1/1932	355	355	360	3547.42	6.875	80	ARLINGTON	VA	22207
923645	351000	349544.52	6/1/2002	5/1/1932	355	355	360	2335.22	7	79.77	BELTON	SC	29627
923709	328000	326281.59	5/1/2002	4/1/1932	354	354	360	2127.4	6.75	62.48	WILMETTE	IL	60091
923742	447080	444621.93	5/1/2002	4/1/1932	354	354	360	2825.85	6.5	80	PLEASANTON	CA	94566
923785	381550	378502.25	6/1/2002	5/1/1932	351	355	360	2443.11	6.625	70.66	REDLANDS	CA	92373
923837	615000	611699.16	5/1/2002	4/1/1932	354	354	360	3937.91	6.625	57.21	MANHATTAN BE	CA	90266
923898	420000	417039.16	5/1/2002	4/1/1932	352	354	360	2724.11	6.75	78.5	ALBANY	CA	94706
923936	493000	490853.67	6/1/2002	5/1/1932	355	355	360	3197.59	6.75	78.25	WESTERN SPRI	IL	60558
923956	338000	336528.11	6/1/2002	5/1/1932	355	355	360	2192.26	6.75	52.81	CHAPEL HILL	NC	27514
924037	315250	312970.92	6/1/2002	5/1/1932	352	355	360	2044.71	6.75	49.26	SEAL BEACH	CA	90740
924066	399000	396959.7	5/1/2002	4/1/1932	354	354	360	2621.15	6.875	37.12	SAN FRANCISC	CA	94122
924117	333000	331255.4	5/1/2002	4/1/1932	354	354	360	2159.83	6.75	77.8	DALY CITY	CA	94015
924155	461300	458824.05	5/1/2002	4/1/1932	354	354	360	2953.76	6.625	65.43	LOS ANGELES	CA	90048
924426	730000	726743.94	6/1/2002	5/1/1932	355	355	360	4674.27	6.625	74.87	SAN FRANCISC	CA	94121
924668	364000	361388.45	5/1/2002	4/1/1932	352	354	360	2391.23	6.875	26.76	LOS GATOS	CA	95032
924677	376000	374123.6	5/1/2002	4/1/1932	354	354	360	2501.54	7	80	PUYALLUP	WA	98374
924727	350000	348210.29	5/1/2002	4/1/1932	354	354	360	2299.25	6.875	58.82	SCOTTSDALE	AZ	85254
924728	484000	482135.79	6/1/2002	5/1/1932	355	355	360	3342.87	7.375	80	MORGAN HILL	CA	95037
924770	409000	407385.25	6/1/2002	5/1/1932	355	355	360	2790.11	7.25	77.9	EL DORADO HI	CA	95762
924825	412000	409943.91	5/1/2002	4/1/1932	354	354	360	2741.05	7	80	SAUSALITO	CA	94965
924851	385000	383403.6	6/1/2002	5/1/1932	355	355	360	2561.41	7	79.38	SALT LAKE CI	UT	84109
924872	472000	470136.55	6/1/2002	5/1/1932	355	355	360	3219.88	7.25	80	OAKLAND	CA	94610
924877	400000	398258.57	6/1/2002	5/1/1932	355	355	360	2594.39	6.75	61.07	COLORADO SPR	CO	80919
924906	446250	444181.05	5/1/2002	4/1/1932	354	354	360	3082.14	7.375	85	ROCKLIN	CA	95677
924921	324000	322260.98	5/1/2002	4/1/1932	354	354	360	2074.61	6.625	80	EL CERRITO	CA	94530
924940	420000	418171.49	6/1/2002	5/1/1932	355	355	360	2724.11	6.75	68.29	SAN JOSE	CA	95120
924958	336000	334088.44	5/1/2002	4/1/1932	353	354	360	2207.28	6.875	80	CONCORD	CA	94518
925014	450000	447240.3	5/1/2002	4/1/1932	353	354	360	2844.31	6.5	45	LOS ANGELES	CA	90077
925075	355000	353000.79	5/1/2002	4/1/1932	354	354	360	2214.74	6.375	64.55	GLENDALE	CA	91208
925138	381700	379748.17	5/1/2002	4/1/1932	354	354	360	2507.5	6.875	74.99	DOWNEY	CA	90241
925212	450000	448087.95	6/1/2002	5/1/1932	355	355	360	2956.18	6.875	51.14	SAN JOSE	CA	95120
925261	395000	389898.69	5/1/2002	4/1/1932	345	354	360	2594.87	6.875	35.91	LOS ALTOS	CA	94024
925277	388000	385356.21	6/1/2002	5/1/1932	351	355	360	2679.82	7.375	80	LODI	CA	95242
925318	924000	919275.1	5/1/2002	4/1/1932	354	354	360	6070.03	6.875	64.39	LARKSPUR	CA	94939
925382	399950	397771.22	5/1/2002	4/1/1932	354	354	360	2627.39	6.875	72.72	SANTA MONICA	CA	90405
925423	392000	390703.42	7/1/2002	6/1/1932	356	356	360	2607.99	7	80	LAGUNA BEACH	CA	92651
925426	460000	457470.89	5/1/2002	4/1/1932	354	354	360	2907.51	6.5	61.33	SUNNYVALE	CA	94087
925444	650000	646581.06	5/1/2002	4/1/1932	354	354	360	4215.89	6.75	73.45	LONG BEACH	CA	90803
925485	382000	380336.9	6/1/2002	5/1/1932	355	355	360	2477.65	6.75	36.38	MALIBU	CA	90265
925507	400000	397142.5	5/1/2002	4/1/1932	352	354	360	2561.25	6.625	72.33	NAHANT	MA	1908
926072	384000	382245.4	6/1/2002	5/1/1932	355	355	360	2427.14	6.5	80	SAN JOSE	CA	95132
926240	340500	339401.06	7/1/2002	6/1/1932	356	356	360	2294.02	7.125	68.1	SAN LEANDRO	CA	94579
926244	612000	609399.57	6/1/2002	5/1/1932	355	355	360	4020.41	6.875	77.96	SAN FRANCISC	CA	94117
926393	330000	328492.1	6/1/2002	5/1/1932	355	355	360	2085.83	6.5	75	HUNTINGTON B	CA	92646
926483	399500	397506.28	5/1/2002	4/1/1932	354	354	360	2657.89	7	54.13	SAN JOSE	CA	95123
926650	397000	395271.64	6/1/2002	5/1/1932	355	355	360	2574.93	6.75	50.9	APTOS	CA	95003
926745	800000	795706.17	5/1/2002	4/1/1932	354	354	360	5122.49	6.625	50	HONOLULU	HI	96822
926837	337500	335774.18	5/1/2002	4/1/1932	354	354	360	2217.14	6.875	75	PACIFICA	CA	94044
927106	399200	397462.06	6/1/2002	5/1/1932	355	355	360	2589.2	6.75	80	WALNUT	CA	91789
927349	320000	318363.7	5/1/2002	4/1/1932	354	354	360	2102.17	6.875	73.9	SAN JOSE	CA	95120
927357	322500	320726.88	5/1/2002	4/1/1932	354	354	360	2038.42	6.5	67.89	WEED AREA	CA	96094
927544	321000	318873.78	5/1/2002	4/1/1932	353	354	360	2055.4	6.625	58.36	SAN JOSE	CA	95132
927634	378000	376019.64	5/1/2002	4/1/1932	354	354	360	2451.7	6.75	70	LAS VEGAS	NV	89120
927826	612000	608715.26	5/1/2002	4/1/1932	354	354	360	3918.7	6.625	55.64	SAN FRANCISC	CA	94110
927952	376000	373981.91	5/1/2002	4/1/1932	354	354	360	2407.57	6.625	80	MCLEAN	VA	22101
927981	333600	330371.05	5/1/2002	4/1/1932	349	354	360	2191.52	6.875	50.93	AGOURA HILLS	CA	91301
928090	406300	402318.73	5/1/2002	4/1/1932	349	354	360	2635.25	6.75	67.72	ALTADENA	CA	91001
928112	360000	358507.24	6/1/2002	5/1/1932	355	355	360	2395.09	7	80	ARLINGTON	VA	22201
930454	400000	398420.82	6/1/2002	5/1/1932	355	355	360	2728.71	7.25	63.49	ROCKVILLE	MD	20850
930480	372200	370564.59	6/1/2002	5/1/1932	354	355	360	2570.69	7.375	79.99	ELDERSBURG	MD	21784
932162	392000	390374.53	6/1/2002	5/1/1932	355	355	360	2607.99	7	80	DALLAS	TX	75252
933976	325600	323892.29	5/1/2002	4/1/1932	354	354	360	2111.84	6.75	80	LOS ANGELES	CA	91364
934107	457000	454605.76	5/1/2002	4/1/1932	354	354	360	2964.09	6.75	49.41	ANAHEIM HILL	CA	92808
934290	372500	371029.39	6/1/2002	5/1/1932	355	355	360	2541.11	7.25	62.08	SNELLVILLE	GA	30078
934469	360000	356154.01	6/1/2002	5/1/1932	349	355	360	2275.45	6.5	75	VENTURA	CA	93003
934600	350000	348476.25	6/1/2002	5/1/1932	355	355	360	2270.09	6.75	60.87	KEY BISCAYNE	FL	33149
934867	342700	341208	6/1/2002	5/1/1932	355	355	360	2222.75	6.75	71.4	HERNDON	VA	20171
935090	545000	539904.13	5/1/2002	4/1/1932	350	354	360	3400.09	6.375	69.88	SAN RAMON	CA	94583
935294	539000	536176.16	5/1/2002	4/1/1932	354	354	360	3495.94	6.75	70	DALTON	GA	30720
937670	464000	460558.45	6/1/2002	5/1/1932	351	355	360	3087	7	80	DANA POINT	CA	92629
938148	384700	383181.21	6/1/2002	5/1/1932	355	355	360	2624.34	7.25	89.99	PHILADELPHIA	PA	19103
938161	460000	457866.59	6/1/2002	5/1/1932	354	355	360	3099.11	7.125	79.31	SAN JOSE	CA	95136
941680	483000	481320.66	7/1/2002	6/1/1932	356	356	360	3132.73	6.75	77.28	WESTBOROUGH	MA	1581
941714	303900	302544.47	6/1/2002	5/1/1932	355	355	360	1945.91	6.625	62.92	BELLAIRE	TX	77401
942639	304000	302676.5	6/1/2002	5/1/1932	355	355	360	1971.74	6.75	58.57	LOS ALAMITOS	CA	90720
942824	470000	467415.9	5/1/2002	4/1/1932	354	354	360	2970.72	6.5	69.63	LA CANADA FL	CA	91011
943237	399096	397743.26	7/1/2002	6/1/1932	356	356	360	2621.78	6.875	81.45	LEAGUE CITY	TX	77573
945772	460000	458045.47	6/1/2002	5/1/1932	355	355	360	3021.87	6.875	52.57	WELLESLEY	MA	2481
945970	350000	346597.33	6/1/2002	5/1/1932	349	355	360	2299.25	6.875	58.63	STAMFORD	CT	6902
946142	412000	410249.39	6/1/2002	5/1/1932	355	355	360	2706.55	6.875	80	LONG BEACH	CA	90814
946275	581271	578801.16	6/1/2002	5/1/1932	355	355	360	3818.54	6.875	80	SIGNAL HILL	CA	90806
946390	352000	350504.34	6/1/2002	5/1/1932	355	355	360	2312.39	6.875	55	IRVINE	CA	92614
946507	326000	324332.99	5/1/2002	4/1/1932	354	354	360	2141.59	6.875	63.67	NAPA	CA	94558
946718	342000	340251.17	5/1/2002	4/1/1932	354	354	360	2246.7	6.875	72.77	GARDEN CITY	ID	83703
946792	414000	411840.32	5/1/2002	4/1/1932	354	354	360	2719.69	6.875	78.11	HERCULES	CA	94547
947061	335000	330541.16	5/1/2002	4/1/1932	345	354	360	2200.71	6.875	69.36	HOLLIS	NH	3049
947097	750000	743534.11	1/1/2002	12/1/1931	350	350	360	4926.97	6.875	60	NASHVILLE	TN	37220
947182	439000	427169.59	6/1/2002	5/1/1932	330	355	360	2883.92	6.875	77.84	BAKERSFIELD	CA	93311
947290	627000	623712.29	5/1/2002	4/1/1932	354	354	360	4118.95	6.875	76.46	CORTE MADERA	CA	94925
947463	340000	338555.32	6/1/2002	5/1/1932	355	355	360	2233.56	6.875	80	PUYALLUP	WA	98374
947646	321800	320497.92	6/1/2002	5/1/1932	355	355	360	2168.03	7.125	53.99	LA VERNE	CA	91750
947703	341831	340378.54	6/1/2002	5/1/1932	355	355	360	2245.59	6.875	61.59	STAMFORD	CT	6903
947786	448000	445709.16	5/1/2002	4/1/1932	354	354	360	2943.04	6.875	74.17	SAN JOSE	CA	95125
947891	378000	376067.11	5/1/2002	4/1/1932	354	354	360	2483.19	6.875	49.74	ROMEO	MI	48065
948151	344000	342240.94	5/1/2002	4/1/1932	354	354	360	2259.84	6.875	80	SAN JOSE	CA	95124
948199	456000	453668.24	5/1/2002	4/1/1932	354	354	360	2995.6	6.875	52.11	SAN FRANCISC	CA	94114
948339	344000	342538.31	6/1/2002	5/1/1932	355	355	360	2259.84	6.875	80	TEMECULA	CA	92592
948511	325000	323619.06	6/1/2002	5/1/1932	355	355	360	2135.02	6.875	73.86	EL SEGUNDO	CA	90245
948761	352000	350061.25	6/1/2002	5/1/1932	354	355	360	2312.39	6.875	46.01	REDWOOD CITY	CA	94061
948892	550000	547663.02	6/1/2002	5/1/1932	355	355	360	3613.11	6.875	74.32	LAS VEGAS	NV	89144
949059	502000	499867.01	6/1/2002	5/1/1932	355	355	360	3297.78	6.875	79.68	CHARLOTTE	NC	28209
949130	555000	552641.78	6/1/2002	5/1/1932	355	355	360	3645.96	6.875	73.03	PHOENIX	AZ	85048
949303	441700	439868.47	6/1/2002	5/1/1932	355	355	360	2938.64	7	71.61	HUNTINGTON B	CA	92648
949407	520000	517790.52	6/1/2002	5/1/1932	355	355	360	3416.03	6.875	80	VIENNA	VA	22181
950582	332000	330763.73	7/1/2002	6/1/1932	356	356	360	2181.01	6.875	80	ATLANTA	GA	30324
953131	335900	334507.18	6/1/2002	5/1/1932	355	355	360	2234.75	7	80	LAKE FOREST	CA	92630
953834	364000	362490.6	6/1/2002	5/1/1932	355	355	360	2421.71	7	80	CARMEL	IN	46032
959542	375000	373445.01	6/1/2002	5/1/1932	355	355	360	2494.89	7	71.43	FULLERTON	CA	92835
959666	695000	691974.23	6/1/2002	5/1/1932	355	355	360	4507.76	6.75	53.46	SANTA BARBAR	CA	93111
959716	345200	340597.74	6/1/2002	5/1/1932	344	355	360	2296.62	7	80	FORT WORTH	TX	76132
960083	409800	407464.73	4/1/2002	3/1/1932	353	353	360	2760.9	7.125	73.18	ORANGE	CA	92867
960166	335000	333610.91	6/1/2002	5/1/1932	355	355	360	2228.76	7	60.91	MACON	GA	31201
960367	329000	327668.82	6/1/2002	5/1/1932	355	355	360	2216.53	7.125	71.83	ANAHEIM	CA	92807
960541	348000	346149.87	5/1/2002	4/1/1932	354	354	360	2286.11	6.875	80	SIERRA MADRE	CA	91024
960821	338000	336353.96	5/1/2002	4/1/1932	354	354	360	2277.17	7.125	62.02	CALABASAS	CA	91302
960946	404000	401262.62	4/1/2002	3/1/1932	352	353	360	2755.99	7.25	80	IRVINE	CA	92620
961126	550000	545804.02	4/1/2002	3/1/1932	351	353	360	3659.16	7	62.86	GILROY	CA	95020
961262	360000	346390.45	5/1/2002	4/1/1932	320	354	360	2364.95	6.875	80.9	SOMERSET	NJ	8873
961340	520000	515312.18	5/1/2002	4/1/1932	350	354	360	3416.03	6.875	56.22	SAN FRANCISC	CA	94115
961389	368000	366436.35	6/1/2002	5/1/1932	355	355	360	2417.5	6.875	80	ATLANTA	GA	30324
961464	340000	337407.61	4/1/2002	3/1/1932	351	353	360	2262.03	7	89.47	LEBANON	OR	97355
961511	476000	473977.47	6/1/2002	5/1/1932	355	355	360	3126.98	6.875	80	RESTON	VA	20191
961563	310000	308414.82	5/1/2002	4/1/1932	354	354	360	2036.48	6.875	79.49	BEAVERTON	OR	97007
961703	390000	387722.7	4/1/2002	3/1/1932	353	353	360	2594.68	7	70.27	STAMFORD	CT	6903
961837	532000	528893.52	4/1/2002	3/1/1932	353	353	360	3539.41	7	80	PASADENA	CA	91104
961860	475000	471464.47	6/1/2002	5/1/1932	351	355	360	3120.41	6.875	45.24	CHEVY CHASE	MD	20815
962087	398350	396023.95	4/1/2002	3/1/1932	353	353	360	2650.23	7	75.88	OAKLAND	CA	94611
962207	344000	342502.34	6/1/2002	5/1/1932	355	355	360	2231.18	6.75	61.87	COSTA MESA	CA	92627
962215	336000	334606.74	6/1/2002	5/1/1932	355	355	360	2235.42	7	80	FAIRFAX	VA	22032
962334	361500	359926.2	6/1/2002	5/1/1932	355	355	360	2344.68	6.75	56.48	SAN FRANCISC	CA	94127
962413	460000	457442.1	4/1/2002	3/1/1932	353	353	360	3138.01	7.25	57.5	DUBLIN	CA	94568
962488	352000	350575.74	6/1/2002	5/1/1932	355	355	360	2371.49	7.125	80	ROCKPORT	TX	78382
962517	252500	251208.82	5/1/2002	4/1/1932	354	354	360	1658.75	6.875	64.74	EL SOBRANTE	CA	94803
962681	468000	465267.21	4/1/2002	3/1/1932	353	353	360	3113.62	7	80	BERKELEY	CA	94705
962719	125000	124406.02	5/1/2002	4/1/1932	354	354	360	852.72	7.25	55.56	OAK LAWN	IL	60453
962736	586800	582912.44	5/1/2002	4/1/1932	352	354	360	3953.38	7.125	78.24	DALLAS	TX	75208
962782	335600	333925.17	5/1/2002	4/1/1932	354	354	360	2232.76	7	69.92	MISSION VIEJ	CA	92692
962843	366883	364093.33	5/1/2002	4/1/1932	351	354	360	2471.76	7.125	80	HIGHLAND PAR	IL	60035
962885	380000	378462.45	6/1/2002	5/1/1932	355	355	360	2560.13	7.125	62.19	LA CANADA FL	CA	91011
962923	215250	214175.83	5/1/2002	4/1/1932	354	354	360	1432.06	7	75	LOS ALAMITOS	CA	90720
962948	443321	440340.57	4/1/2002	3/1/1932	352	353	360	3024.23	7.25	45.84	APTOS	CA	95003
963112	410000	407804.06	5/1/2002	4/1/1932	354	354	360	2727.74	7	67.21	LOS ANGELES	CA	90056
963197	375000	373482.7	6/1/2002	5/1/1932	355	355	360	2526.44	7.125	51.72	WASHINGTON	DC	20007
963292	350000	346421.1	5/1/2002	4/1/1932	348	354	360	2299.25	6.875	73.07	PHOENIX	AZ	85028
963486	328000	325998.75	6/1/2002	5/1/1932	353	355	360	2182.19	7	68.62	SAN FRANCISC	CA	94132
963567	460000	458092.56	6/1/2002	5/1/1932	355	355	360	3060.39	7	57.5	CAMPBELL	CA	95008
963817	348000	346213.85	5/1/2002	4/1/1932	354	354	360	2373.97	7.25	77.33	AGOURA HILLS	CA	91301
963874	348000	346220.53	5/1/2002	4/1/1932	354	354	360	2286.11	6.875	46.4	NAPA	CA	94558
963955	400000	397916.62	5/1/2002	4/1/1932	354	354	360	2661.21	7	72.73	HUNTINGTON B	CA	92649
964088	421536	419532.91	5/1/2002	4/1/1932	354	354	360	2875.62	7.25	44.61	LEXINGTON	MA	2421
964104	411200	409536.21	6/1/2002	5/1/1932	355	355	360	2770.33	7.125	80	ARROYO GRAND	CA	93420
964345	408000	405709.08	5/1/2002	4/1/1932	353	354	360	2680.27	6.875	80	NOVATO	CA	94949
964351	436000	433824.16	5/1/2002	4/1/1932	354	354	360	2900.72	7	80	WARNER ROBIN	GA	31088
964435	316000	312853.12	6/1/2002	5/1/1932	348	355	360	2128.95	7.125	80	SUNNYVALE	CA	94087
964526	307584	306566.62	7/1/2002	6/1/1932	356	356	360	2046.37	7	80	LAKE LURE	NC	28746
964542	400000	398341.38	6/1/2002	5/1/1932	355	355	360	2661.21	7	72.73	SOUTH LAKE T	CA	96150
964721	439200	437378.83	6/1/2002	5/1/1932	355	355	360	2922.01	7	80	SAN FRANCISC	CA	94112
964763	427000	424816.51	5/1/2002	4/1/1932	354	354	360	2805.09	6.875	71.17	MASON	OH	45040
964838	400000	397702.28	4/1/2002	3/1/1932	353	353	360	2694.87	7.125	60.61	CORONA	CA	92881
964872	462000	457920.06	6/1/2002	5/1/1932	350	355	360	2996.52	6.75	54.35	MC LEAN	VA	22101
965044	539700	537456.71	6/1/2002	5/1/1932	355	355	360	3636.06	7.125	77.1	SAN MARINO	CA	91108
965267	560000	555866.95	6/1/2002	5/1/1932	352	355	360	3632.15	6.75	64	LONG BEACH	CA	90803
965548	353000	350938.73	4/1/2002	3/1/1932	353	353	360	2348.52	7	79.33	LEES SUMMIT	MO	64064
965714	361400	359551.98	5/1/2002	4/1/1932	354	354	360	2374.14	6.875	78.14	ALBANY	CA	94706
965762	352000	348614.18	5/1/2002	4/1/1932	348	354	360	2371.49	7.125	80	COSTA MESA	CA	92626
965904	360000	357958.61	5/1/2002	4/1/1932	353	354	360	2364.95	6.875	51.43	SAN MATEO	CA	94402
965911	361000	358992.58	4/1/2002	3/1/1932	353	353	360	2462.66	7.25	68.11	HERMOSA BEAC	CA	90254
966057	354000	351731.73	4/1/2002	3/1/1932	352	353	360	2355.17	7	59	MEMPHIS	TN	38120
966062	352000	348982.76	5/1/2002	4/1/1932	350	354	360	2312.39	6.875	46.93	SAN CLEMENTE	CA	92673
966173	196000	195021.89	5/1/2002	4/1/1932	354	354	360	1303.99	7	60.03	HOPKINTON	MA	1748
966174	319000	317408.02	5/1/2002	4/1/1932	354	354	360	2122.32	7	54.53	SUNNYVALE	CA	94087
966404	317700	315355.97	4/1/2002	3/1/1932	351	353	360	2113.67	7	90	CORONA	CA	92881
966825	353150	351268.05	5/1/2002	4/1/1932	354	354	360	2349.52	7	70.63	SAN RAFAEL	CA	94903
967161	483000	480530.15	5/1/2002	4/1/1932	354	354	360	3172.97	6.875	53.08	LOS ANGELES	CA	90049
967701	335500	333784.4	5/1/2002	4/1/1932	354	354	360	2204	6.875	79.88	BEDFORD	MA	1730
967727	317707	315896.55	4/1/2002	3/1/1932	353	353	360	2140.45	7.125	82.52	ALTADENA	CA	91001
967941	364300	361969.23	4/1/2002	3/1/1932	352	353	360	2423.7	7	56.39	HUNTINGTON B	CA	92649
969102	317700	315844.85	4/1/2002	3/1/1932	353	353	360	2113.67	7	90	TORRANCE	CA	90503
969146	342400	339101.47	5/1/2002	4/1/1932	349	354	360	2249.33	6.875	80	GLENDORA	CA	91741
969741	600000	594268	6/1/2002	5/1/1932	349	355	360	3991.82	7	80	WATCHUNG	NJ	7060
969853	499700	497678.13	6/1/2002	5/1/1932	355	355	360	3366.57	7.125	75.71	ATLANTA	GA	30307
969881	206000	204391.27	5/1/2002	4/1/1932	351	354	360	1336.11	6.75	63.38	ESPANOLA	NM	87532
969897	359000	355612.44	5/1/2002	4/1/1932	349	354	360	2388.44	7	77.2	MILPITAS	CA	95035
969911	618098	605035.15	5/1/2002	4/1/1932	336	354	360	4060.47	6.875	49.45	AUBURN	CA	95602
969927	367000	365123.34	5/1/2002	4/1/1932	354	354	360	2410.93	6.875	70.58	LOS ANGELES	CA	90026
969944	360500	359041.33	6/1/2002	5/1/1932	355	355	360	2428.76	7.125	57.22	CAMARILLO	CA	93012
969968	312000	310674.3	6/1/2002	5/1/1932	355	355	360	2049.62	6.875	75.84	LEAWOOD	KS	66224
969990	331500	329564.27	4/1/2002	3/1/1932	353	353	360	2205.48	7	59.2	SAN MATEO	CA	94403
970014	330000	323041.44	6/1/2002	5/1/1932	335	355	360	2251.18	7.25	56.41	CORONADO	CA	92118
970033	373700	371789.09	5/1/2002	4/1/1932	354	354	360	2454.94	6.875	63.34	HEALDBURG  A	CA	95448
970054	400000	398003.83	5/1/2002	4/1/1932	354	354	360	2661.21	7	53.26	MONTCLAIR	NJ	7043
970095	307000	305727	6/1/2002	5/1/1932	355	355	360	2042.48	7	79.74	NORCO	CA	91760
970098	310000	308776.15	6/1/2002	5/1/1932	355	355	360	2114.75	7.25	88.57	YELM	WA	98597
970143	478000	475208.82	4/1/2002	3/1/1932	353	353	360	3180.15	7	53.71	CHINO HILLS	CA	91709
970169	310400	308729.9	5/1/2002	4/1/1932	354	354	360	2039.11	6.875	80	CLAREMONT	CA	91711
970171	360000	358543.35	6/1/2002	5/1/1932	355	355	360	2425.39	7.125	70.59	CARLSBAD	CA	92008
970201	140000	139013.72	4/1/2002	3/1/1932	351	353	360	943.21	7.125	29.98	HUNTINGTON B	CA	92646
970225	428000	426225.25	6/1/2002	5/1/1932	355	355	360	2847.5	7	80	SAN FRANCISC	CA	94102
970244	333600	331205	6/1/2002	5/1/1932	351	355	360	2219.45	7	79.43	RICHMOND	VA	23229
970262	448000	445764.26	5/1/2002	4/1/1932	354	354	360	2980.56	7	80	REDWOOD CITY	CA	94065
970285	360000	358203.44	5/1/2002	4/1/1932	354	354	360	2395.09	7	75	KATONAH	NY	10536
970296	348000	346519.27	6/1/2002	5/1/1932	355	355	360	2286.12	6.875	79.45	CHINO HILLS	CA	91709
970302	425000	423237.69	6/1/2002	5/1/1932	355	355	360	2827.54	7	73.91	SAN JOSE	CA	95124
970385	415000	412413.54	5/1/2002	4/1/1932	353	354	360	2761.01	7	47.7	NEWPORT BEAC	CA	92660
970410	358000	356478.83	6/1/2002	5/1/1932	355	355	360	2351.81	6.875	79.56	EVERETT	WA	98205
970449	380000	374902.66	4/1/2002	3/1/1932	344	353	360	2528.15	7	73.08	FRESNO	CA	93720
970512	340000	338609.51	6/1/2002	5/1/1932	355	355	360	2319.4	7.25	80	CANTON	MA	2021
970548	315000	288129.43	6/1/2002	5/1/1932	284	355	360	1991.02	6.5	70.02	FRANKLIN	MA	2038
970569	329850	328731.99	7/1/2002	6/1/1932	356	356	360	2166.88	6.875	75	EL CERRITO	CA	94530
970584	329900	328532.07	6/1/2002	5/1/1932	355	355	360	2194.83	7	76.74	KIRKLAND	WA	98033
970647	316000	314384.12	5/1/2002	4/1/1932	354	354	360	2075.9	6.875	71.82	SAN JOSE	CA	95112
970694	380000	378263.65	6/1/2002	5/1/1932	355	355	360	2401.86	6.5	65.52	THOUSAND OAK	CA	91362
970762	600000	597450.56	6/1/2002	5/1/1932	355	355	360	3941.58	6.875	72.86	CAMARILLO	CA	93012
970838	363632	361772.6	5/1/2002	4/1/1932	354	354	360	2388.8	6.875	88.07	AMERICAN CAN	CA	94503
970878	375000	373367.42	6/1/2002	5/1/1932	355	355	360	2432.24	6.75	75	FOUNTAIN VAL	CA	92708
970941	352000	350467.51	6/1/2002	5/1/1932	355	355	360	2283.07	6.75	71.11	HUNTINGTON B	CA	92646
970973	800000	796007.64	5/1/2002	4/1/1932	354	354	360	5322.42	7	38.1	ROLLING HILL	CA	90274
972054	409500	407779.31	6/1/2002	5/1/1932	355	355	360	2724.42	7	70	PACIFICA	CA	94044
972084	429600	427818.64	6/1/2002	5/1/1932	355	355	360	2858.14	7	80	BELVEDERE TI	CA	94920
972124	320000	315605.92	6/1/2002	5/1/1932	344	355	360	2102.17	6.875	80	ANAHEIM	CA	92807
972137	329600	327955.13	5/1/2002	4/1/1932	354	354	360	2192.84	7	82.4	CULLMAN	AL	35057
972166	600000	596931.87	5/1/2002	4/1/1932	354	354	360	3941.58	6.875	80	ORANGE	CA	92869
972184	480000	477094.42	6/1/2002	5/1/1932	353	355	360	3193.45	7	76.92	MISSION VIEJ	CA	92692
972200	376000	374402.4	6/1/2002	5/1/1932	355	355	360	2470.05	6.875	80	EL SOBRANTE	CA	94803
972867	552000	549654.52	6/1/2002	5/1/1932	355	355	360	3626.25	6.875	80	SUNNYVALE	CA	94086
972887	440000	438219.69	6/1/2002	5/1/1932	355	355	360	2964.36	7.125	68.75	PORTLAND	OR	97229
972913	370000	368427.85	6/1/2002	5/1/1932	355	355	360	2430.64	6.875	59.2	ARROYO GRAND	CA	93420
972944	460000	458183.98	6/1/2002	5/1/1932	355	355	360	3138.01	7.25	80	TEMECULA  AR	CA	92592
973091	355000	351662.53	2/1/2002	1/1/1932	348	351	360	2451.9	7.375	76.34	ASHTON	MD	20861
973128	319200	318091.37	7/1/2002	6/1/1932	356	356	360	2070.33	6.75	80	TORRANCE	CA	90503
973259	359000	351937.51	6/1/2002	5/1/1932	337	355	360	2388.44	7	72.53	LODI	CA	95242
973314	487400	485172.92	6/1/2002	5/1/1932	355	355	360	3080.7	6.5	74.98	MCLEAN	VA	22101
973338	360000	357680.58	6/1/2002	5/1/1932	352	355	360	2364.94	6.875	51.5	FALLS CHURCH	VA	22046
973364	531500	529074.88	6/1/2002	5/1/1932	355	355	360	3447.3	6.75	46.22	DANVILLE	CA	94506
973448	528000	526016.11	6/1/2002	5/1/1932	355	355	360	3691.85	7.5	80	DALLAS	TX	75208
973449	441500	437306.74	6/1/2002	5/1/1932	350	355	360	2682.61	6.125	45.28	POTOMAC	MD	20854
973476	465000	463071.84	6/1/2002	5/1/1932	355	355	360	3093.66	7	74.4	LINCOLN	NE	68528
973557	468000	466011.44	6/1/2002	5/1/1932	355	355	360	3074.43	6.875	80	LOUISVILLE	KY	40207
974040	504000	502010.24	6/1/2002	5/1/1932	355	355	360	3438.17	7.25	79.99	SOUTH RIDING	VA	20152
974185	364800	363359.8	6/1/2002	5/1/1932	355	355	360	2488.58	7.25	80	NEW YORK	NY	10025
974418	315000	313693.84	6/1/2002	5/1/1932	355	355	360	2095.7	7	63.13	CHINO HILLS	CA	91709
974637	430000	426503.95	2/1/2002	1/1/1932	351	351	360	2753.34	6.625	66.15	BOTHELL	WA	98021
975736	304000	302769.97	6/1/2002	5/1/1932	355	355	360	2048.1	7.125	80	ASOTIN	WA	99402
976057	426000	423768.15	5/1/2002	4/1/1932	354	354	360	2763.03	6.75	47.33	NEWPORT BEAC	CA	92661
976179	496000	479753.48	5/1/2002	4/1/1932	325	354	360	3258.37	6.875	51.13	SAN JOSE	CA	95126
976250	452700	450776.44	6/1/2002	5/1/1932	355	355	360	2973.92	6.875	79.99	ALEXANDRIA	VA	22310
976262	450000	447641.98	5/1/2002	4/1/1932	354	354	360	2918.69	6.75	76.27	ELMHURST	IL	60126
976271	340000	338590.16	6/1/2002	5/1/1932	355	355	360	2262.03	7	79.07	ATLANTA	GA	30305
976281	368000	366511.03	6/1/2002	5/1/1932	355	355	360	2479.28	7.125	80	FLUSHING	NY	11358
976293	456000	454243.64	6/1/2002	5/1/1932	355	355	360	3149.48	7.375	80	PIERMONT	NY	10968
976302	447000	444178	4/1/2002	3/1/1932	353	353	360	2936.47	6.875	53.86	LONG GROVE	IL	60047
976303	350000	348651.93	6/1/2002	5/1/1932	355	355	360	2417.36	7.375	53.85	NEW YORK	NY	10036
976337	400000	397904.32	5/1/2002	4/1/1932	354	354	360	2594.4	6.75	69.57	DENVER	CO	80231
976468	325000	323297.33	5/1/2002	4/1/1932	354	354	360	2107.94	6.75	49.24	SANTA BARBAR	CA	93105
976510	445000	441226.41	4/1/2002	3/1/1932	350	353	360	2886.26	6.75	77.39	WEST AMWELL	NJ	8530
976540	615000	612449.87	6/1/2002	5/1/1932	355	355	360	4091.61	7	45.56	HILLSBOROUGH	CA	94010
976545	320100	318041.15	4/1/2002	3/1/1932	353	353	360	2023.25	6.5	44.58	MOSS BEACH	CA	94038
976581	340000	337965.79	4/1/2002	3/1/1932	353	353	360	2233.56	6.875	80	CHICAGO	IL	60657
976606	400000	397606.81	4/1/2002	3/1/1932	353	353	360	2627.72	6.875	72.07	DOWNERS GROV	IL	60516
976752	448500	446206.57	5/1/2002	4/1/1932	354	354	360	2946.33	6.875	78	GLEN ELLYN	IL	60137
976790	650000	644109.44	12/1/2001	11/1/1931	349	349	360	4379.17	7.125	70.65	YORBA LINDA	CA	92886
977341	500000	497177.51	5/1/2002	4/1/1932	353	354	360	3284.64	6.875	41.67	ORINDA	CA	94563
977380	445500	443166.01	5/1/2002	4/1/1932	354	354	360	2889.5	6.75	60.2	WALNUT CREEK	CA	94598
977809	489000	486144.59	4/1/2002	3/1/1932	353	353	360	3253.33	7	65.2	SAN FRANCISC	CA	94114
978634	592100	589398.28	6/1/2002	5/1/1932	355	355	360	3939.26	7	80	YORBA LINDA	CA	92886
978842	230000	228982.07	6/1/2002	5/1/1932	355	355	360	1491.78	6.75	57.5	WOODLAND HIL	CA	91367
979084	650000	647304.73	6/1/2002	5/1/1932	355	355	360	4324.47	7	47.2	SCARSDALE	NY	10583
979141	473000	470521.89	5/1/2002	4/1/1932	354	354	360	3067.87	6.75	68.95	CLAREMONT	CA	91711
979388	425000	422826.74	5/1/2002	4/1/1932	354	354	360	2791.95	6.875	64.57	WALPOLE	MA	2081
979463	343050	341295.85	5/1/2002	4/1/1932	354	354	360	2253.59	6.875	63.29	MONTGOMERY	TX	77316
979496	467000	464611.98	5/1/2002	4/1/1932	354	354	360	3067.86	6.875	69.7	ALPINE	CA	91901
979553	341000	338909.81	4/1/2002	3/1/1932	353	353	360	2211.72	6.75	68.2	SAN DIEGO	CA	92122
979595	394800	392781.15	5/1/2002	4/1/1932	354	354	360	2593.56	6.875	84	SEATTLE	WA	98115
981620	472000	470042.82	6/1/2002	5/1/1932	355	355	360	3140.23	7	80	SOUTHLAKE	TX	76092
981633	150000	148555.77	6/1/2002	5/1/1932	349	355	360	985.39	6.875	50.68	SAN DIEGO	CA	92115
981650	377600	376072.16	6/1/2002	5/1/1932	355	355	360	2543.96	7.125	80	OAK HILL	VA	20171
981661	557750	555601.76	6/1/2002	5/1/1932	355	355	360	3852.24	7.375	50.7	AUSTIN	TX	78734
981791	479200	476749.63	5/1/2002	4/1/1932	354	354	360	3148	6.875	80	MIAMI	FL	33176
981817	370000	368107.99	5/1/2002	4/1/1932	354	354	360	2430.64	6.875	62.71	NAPLES	FL	34108
982078	600000	597078.07	5/1/2002	4/1/1932	354	354	360	4042.31	7.125	65.57	BELL CANYON	CA	91307
982123	400000	397904.38	5/1/2002	4/1/1932	354	354	360	2594.39	6.75	24.69	GREENWICH	CT	6830
982192	532000	529212.82	5/1/2002	4/1/1932	354	354	360	3450.54	6.75	59.44	EDWARDS	CO	81632
982256	572400	569327.77	5/1/2002	4/1/1932	354	354	360	3665.14	6.625	64.68	OSPREY	FL	34229
983422	325000	321777.27	11/1/2001	10/1/1931	348	348	360	2189.59	7.125	32.18	HINGHAM	MA	2043
990088	375000	373035.3	5/1/2002	4/1/1932	354	354	360	2432.25	6.75	42.61	DENVER	CO	80220
990202	348500	346760.83	5/1/2002	4/1/1932	354	354	360	2318.58	7	69.7	REDWOOD CITY	CA	94061
990253	453000	451027.82	6/1/2002	5/1/1932	355	355	360	2938.15	6.75	63.36	SAN JOSE	CA	95120
991263	375000	373445.01	6/1/2002	5/1/1932	355	355	360	2494.89	7	59.52	NOVATO	CA	94945
991354	476500	474362.85	6/1/2002	5/1/1932	355	355	360	3170.17	7	76.85	LOS ANGELES	CA	90069
991389	333000	331619.19	6/1/2002	5/1/1932	355	355	360	2215.46	7	39.18	PALO ALTO	CA	94303
991757	373000	369023.67	6/1/2002	5/1/1932	348	355	360	2419.27	6.75	74.6	LOS ANGELES	CA	90077
993070	360000	358159.17	5/1/2002	4/1/1932	354	354	360	2364.94	6.875	68.57	SAN DIEGO	CA	92107
993102	450000	447476.03	5/1/2002	4/1/1932	353	354	360	2956.18	6.875	37.5	REDWOOD CITY	CA	94062
993224	381000	378749.54	5/1/2002	4/1/1932	353	354	360	2502.9	6.875	66.26	CARY	NC	27513
993259	341000	339213.45	5/1/2002	4/1/1932	354	354	360	2211.72	6.75	65.58	RENO	NV	89509
993268	165000	164281.64	6/1/2002	5/1/1932	355	355	360	1070.19	6.75	39.76	FORT WORTH	TX	76126
993363	428000	421832.52	6/1/2002	5/1/1932	344	355	360	2776	6.75	30.57	MCLEAN	VA	22102
993548	650000	647238.13	6/1/2002	5/1/1932	355	355	360	4270.04	6.875	64.04	RANCHO PALOS	CA	90275
993929	626000	623274.66	6/1/2002	5/1/1932	355	355	360	4060.22	6.75	54.67	WELLESLEY	MA	2482
993969	460000	457468.38	5/1/2002	4/1/1932	354	354	360	2907.51	6.5	57.5	SONOMA	CA	95476
1033401	875000	871217.26	6/1/2002	5/1/1932	355	355	360	5748.13	6.875	70	OJAI	CA	93023
1037239	400000	398300.38	6/1/2002	5/1/1932	355	355	360	2627.72	6.875	80	FRESNO	CA	93720
1128430	950000	946060.78	6/1/2002	5/1/1932	355	355	360	6320.37	7	30.65	KENTFIELD	CA	94904
1158692	409000	407304.04	6/1/2002	5/1/1932	355	355	360	2721.09	7	45.44	LOS ALTOS	CA	94022
1159563	597500	594961.21	6/1/2002	5/1/1932	355	355	360	3925.15	6.875	79.99	SANTA ROSA	CA	95404
1169012	309000	303689.99	6/1/2002	5/1/1932	340	355	360	2081.79	7.125	49.84	HEMET AREA	CA	92545
1195116	325000	323338.11	5/1/2002	4/1/1932	354	354	360	2135.02	6.875	69.15	ROCKLEDGE	FL	32955
1199249	307000	305695.51	6/1/2002	5/1/1932	355	355	360	2016.78	6.875	37.62	CORTE MADERA	CA	94925
1207560	532000	529683.84	6/1/2002	5/1/1932	355	355	360	3450.55	6.75	72.38	DANVILLE	CA	94506
1223053	825000	821408.25	6/1/2002	5/1/1932	355	355	360	5350.94	6.75	64.96	MAPLE VALLEY	WA	98038
1231079	415000	413236.64	6/1/2002	5/1/1932	355	355	360	2726.26	6.875	53.21	NEW YORK	NY	10128
1231777	487000	484620.33	6/1/2002	5/1/1932	355	355	360	3038.25	6.375	69.57	HARVARD	MA	1451
1236703	423500	421656.21	6/1/2002	5/1/1932	355	355	360	2746.82	6.75	70	GLENDALE	CA	91207
1237517	536115	534297.83	7/1/2002	6/1/1932	356	356	360	3521.9	6.875	76.59	LOS ANGELES	CA	90035
1246389	396000	393514.96	5/1/2002	4/1/1932	352	354	360	2634.6	7	79.2	SEATTLE	WA	98177
1246979	365000	362193.6	6/1/2002	5/1/1932	351	355	360	2367.39	6.75	60.83	SAMMAMISH	WA	98075
1250022	635000	632235.46	6/1/2002	5/1/1932	355	355	360	4118.6	6.75	33.42	NORTHFIELD	IL	60093
1255712	313000	310014.7	6/1/2002	5/1/1932	349	355	360	2030.11	6.75	75.42	THOUSAND OAK	CA	91361
1257532	393000	391289.04	6/1/2002	5/1/1932	355	355	360	2548.99	6.75	60.46	LARKSPUR	CO	80118
1257678	353500	352069.65	6/1/2002	5/1/1932	355	355	360	2381.6	7.125	57.02	DANVILLE	CA	94526
1262365	446320	443925.24	6/1/2002	5/1/1932	354	355	360	2932.01	6.875	80	COLORADO SPR	CO	80921
1269543	440000	438084.37	6/1/2002	5/1/1932	355	355	360	2853.84	6.75	21.46	TAHOE CITY	CA	96145
1270080	390500	388799.89	6/1/2002	5/1/1932	355	355	360	2532.78	6.75	59.17	ELLICOTT CIT	MD	21042
1274646	675000	672131.92	6/1/2002	5/1/1932	355	355	360	4434.27	6.875	69.44	SWAMPSCOTT	MA	1907
1284980	415200	413392.38	6/1/2002	5/1/1932	355	355	360	2692.98	6.75	80	TORRANCE	CA	90505
1290620	415000	413236.64	6/1/2002	5/1/1932	355	355	360	2726.26	6.875	50.8	GLEN ELLYN	IL	60137
1291136	800000	796682.75	6/1/2002	5/1/1932	355	355	360	5322.42	7	47.06	LONG BEACH	NJ	8008
4268122	370000	365691.36	10/1/2001	9/1/1931	346	347	360	2492.76	7.125	55.04	ALPHARETTA	GA	30022
4293256	350000	348618.2	6/1/2002	5/1/1932	355	355	360	2387.62	7.25	73.22	MILLBROOK	NY	12545
4341005	375000	370046.5	2/1/2002	1/1/1932	345	351	360	2432.25	6.75	71.43	CORONADO	CA	92118
4367187	461250	457176.67	1/1/2002	12/1/1931	350	350	360	2991.66	6.75	76.88	JERICHO	NY	11753
4370893	355000	353140.1	5/1/2002	4/1/1932	354	354	360	2302.53	6.75	78.89	SCOTTS VALLE	CA	95066
4372560	494500	492864.37	7/1/2002	6/1/1932	356	356	360	3289.93	7	26.03	NORTH FALMOU	MA	2556
4378492	397500	393627.64	12/1/2001	11/1/1931	349	349	360	2578.18	6.75	75	SAN DIEGO	CA	92131
4395451	500000	498305.24	7/1/2002	6/1/1932	356	356	360	3284.65	6.875	74.63	ANNAPOLIS	MD	21403
4397902	498900	492892.63	6/1/2002	5/1/1932	346	355	360	3319.19	7	87.68	EAGLE	ID	83616
4413094	428861	427407.36	7/1/2002	6/1/1932	356	356	360	2817.32	6.875	50.45	SAN RAFAEL	CA	94901
4416515	350000	348583.81	6/1/2002	5/1/1932	355	355	360	2358.02	7.125	21.88	BROOKLYN	NY	11230
4419995	352000	349394.03	7/1/2002	6/1/2022	236	236	240	2808.85	7.375	80	WILTON	NH	3086
4438001	418000	416715.98	7/1/2002	6/1/1932	356	356	360	2887.02	7.375	80	MILLERSVILLE	MD	21108
4610622	503600	501611.83	6/1/2002	5/1/1932	355	355	360	3435.44	7.25	80	GRANGER	IN	46530
8373267	330600	325362.45	1/1/2001	12/1/1930	338	338	360	2425.83	8	69.89	AURORA	CO	80016
8518921	330000	326861.44	12/1/2001	11/1/1931	349	349	360	2167.87	6.875	64.96	GERMANTOWN	TN	38139
8589648	700000	696912.66	6/1/2002	5/1/1932	355	355	360	4540.19	6.75	70	SAN MARINO	CA	91108
8713806	355523	346738.05	1/1/2002	12/1/1931	332	350	360	2365.3	7	80	ROCHESTER	MN	55904
9303467	448000	443768.1	11/1/2001	10/1/1931	348	348	360	3094.23	7.375	80	MARTINEZ	CA	94553
9371989	1000000	995696.25	5/1/2002	4/1/1932	354	354	360	7164.13	7.75	59.88	GEORGETOWN	SC	29440
9377517	410000	408341.05	6/1/2002	5/1/1932	355	355	360	2762.25	7.125	21.58	GARDNERVILLE	NV	89410
9386479	345000	343533.4	6/1/2002	5/1/1932	355	355	360	2266.41	6.875	71.88	FLANDERS	NJ	7839
9386982	321250	319483.3	6/1/2002	5/1/1932	353	355	360	2137.29	7	95	SALEM	NH	3079
9410503	380000	378711.98	7/1/2002	6/1/1932	356	356	360	2496.33	6.875	95	SAN JOSE	CA	95127
9413712	421850	418664.28	2/1/2002	1/1/1932	351	351	360	2806.58	7	90	HERCULES	CA	94547
9453289	336000	334673.47	6/1/2002	5/1/1932	355	355	360	2292.12	7.25	81.95	CHICAGO	IL	60647
9468805	382900	379937.63	2/1/2002	1/1/1932	351	351	360	2515.38	6.875	38.68	HINSDALE	IL	60521
9469979	393000	378109.76	1/1/2002	12/1/1931	320	350	360	2581.73	6.875	64.43	LIBERTYVILLE	IL	60048
9500320	346800	345396.77	6/1/2002	5/1/1932	355	355	360	2336.46	7.125	80	ROSEVILLE	CA	95661
9507899	361880	360464.58	7/1/2002	6/1/1932	355	356	360	2438.05	7.125	80	GAMBRILLS	MD	21054
9529264	405650	404340.51	7/1/2002	6/1/1932	356	356	360	2732.94	7.125	79.99	BROOKEVILLE	MD	20833
9593329	387200	385472.97	6/1/2002	5/1/1932	355	355	360	2479.28	6.625	80	PHOENIXVILLE	PA	19460
9742644	391200	389655.61	6/1/2002	5/1/1932	355	355	360	2668.67	7.25	80	GIG HARBOR	WA	98335
9747195	391000	389378.7	6/1/2002	5/1/1932	355	355	360	2601.33	7	71.09	HOPWELL JUNC	NY	12533
9764666	748869	739953.95	6/1/2002	5/1/1932	348	355	360	4550.21	6.125	70	YORBA LINDA	CA	92886
9805742	326000	324580.72	6/1/2002	5/1/1932	355	355	360	2114.43	6.75	69.96	VALENCIA	CA	91354
9805962	352000	350148.86	6/1/2002	5/1/1932	354	355	360	2312.39	6.875	80	CHICO	CA	95928
9806566	320150	317779.36	6/1/2002	5/1/1932	351	355	360	2103.16	6.875	62.17	VALLEY VIEW	TX	76272
9806580	540000	537649.04	6/1/2002	5/1/1932	355	355	360	3502.43	6.75	60	LONG BEACH	CA	90803
9806667	465000	462875.25	6/1/2002	5/1/1932	355	355	360	2939.12	6.5	79.15	WALNUT CREEK	CA	94596
9807931	330000	328312.53	5/1/2002	4/1/1932	354	354	360	2167.87	6.875	62.26	GAITHERSBURG	MD	20879
9808172	348000	346591.93	6/1/2002	5/1/1932	355	355	360	2344.54	7.125	80	ACAMPO	CA	95220
9808270	345000	343420.08	6/1/2002	5/1/1932	355	355	360	2266.41	6.875	46.31	POWAY	CA	92064
9808293	525000	522543.14	6/1/2002	5/1/1932	355	355	360	3405.14	6.75	45.65	HERMOSA BEAC	CA	90254
9808753	325000	322402.06	5/1/2002	4/1/1932	351	354	360	2107.94	6.75	38.24	SOUTH LAKE T	CA	96150
9808756	1000000	995646.4	6/1/2002	5/1/1932	355	355	360	6485.98	6.75	64.52	CALABASAS	CA	91302
9808813	305000	303704.02	6/1/2002	5/1/1932	355	355	360	2003.64	6.875	62.89	BELLEVUE	WA	98006
9809601	424000	422198.41	6/1/2002	5/1/1932	355	355	360	2785.38	6.875	80	HANFORD	CA	93230
9811103	790000	786560.63	6/1/2002	5/1/1932	355	355	360	5123.93	6.75	66.39	MALIBU	CA	90265
9811276	395000	392329.84	6/1/2002	5/1/1932	352	355	360	2529.23	6.625	53.38	SAN FRANCISC	CA	94127
9811366	626500	624225.29	7/1/2002	6/1/1932	356	356	360	4168.12	7	70	DAVIS	CA	95616
9811502	525000	522927.34	6/1/2002	5/1/1932	355	355	360	3581.43	7.25	70	LOS ANGELES	CA	91403
9811631	588000	585247.86	6/1/2002	5/1/1932	355	355	360	3668.36	6.375	78.41	SANTA BARBAR	CA	93109
9812744	400000	398124.5	6/1/2002	5/1/1932	354	355	360	2627.72	6.875	53.33	THOUSAND OAK	CA	91320
9813627	373600	372125.07	6/1/2002	5/1/1932	355	355	360	2548.61	7.25	74.72	HAYWARD	CA	94544
9813658	438200	436292.23	6/1/2002	5/1/1932	355	355	360	2842.16	6.75	70	LOS ANGELES	CA	90008
9814360	328750	327419.8	6/1/2002	5/1/1932	355	355	360	2214.85	7.125	75	SAINT LOUIS	MO	63141
9815180	565000	562599.29	6/1/2002	5/1/1932	355	355	360	3711.65	6.875	53.05	LOS ANGELES	CA	90292
9815759	360000	358470.32	6/1/2002	5/1/1932	355	355	360	2364.95	6.875	55.38	HOLLAND	MI	49423
9816030	365000	363041.26	6/1/2002	5/1/1932	354	355	360	2277.13	6.375	60.83	SANTA CRUZ	CA	95060
9816210	335000	333091.95	6/1/2002	5/1/1932	353	355	360	2285.29	7.25	89.33	ELK GROVE	CA	95624
9817414	422400	420605.21	6/1/2002	5/1/1932	355	355	360	2774.87	6.875	80	SACRAMENTO	CA	95818
9817995	336000	334572.34	6/1/2002	5/1/1932	355	355	360	2207.28	6.875	70	LA MESA	CA	91941
9818270	562425	560149.28	6/1/2002	5/1/1932	355	355	360	3789.17	7.125	75	SANTA CRUZ	CA	95060
9818419	355000	353527.94	6/1/2002	5/1/1932	355	355	360	2361.83	7	78.89	SACRAMENTO	CA	95829
9818781	500000	497823.19	6/1/2002	5/1/1932	355	355	360	3242.99	6.75	65.79	OAK PARK ARE	CA	91377
9818855	360500	359041.33	6/1/2002	5/1/1932	355	355	360	2428.76	7.125	70	DRIVE	CA	93117
9818901	373000	371415.09	6/1/2002	5/1/1932	355	355	360	2450.35	6.875	57.38	LOS ANGELES	CA	90004
9818932	900000	895770.17	7/1/2002	6/1/1932	354	356	360	6063.47	7.125	32.73	HOUSTON	TX	77024
9819407	495000	492947.44	6/1/2002	5/1/1932	355	355	360	3293.25	7	75	EAST SETAUKE	NY	11733
9819579	400000	395588.36	6/1/2002	5/1/1932	348	355	360	2594.4	6.75	69.69	BYRON	CA	94514
9819889	420000	418215.37	6/1/2002	5/1/1932	355	355	360	2759.11	6.875	63.64	FRESNO	CA	93720
9821457	472000	470226.47	6/1/2002	5/1/1932	355	355	360	3300.3	7.5	62.93	LOS ANGELES	CA	90048
9821614	390000	388262.84	7/1/2002	6/1/1932	354	356	360	2660.49	7.25	75	NORTH BILLER	MA	1862
9821799	378000	376393.89	6/1/2002	5/1/1932	355	355	360	2483.19	6.875	70	PHOENIX	AZ	85020
9821903	336000	334640.45	6/1/2002	5/1/1932	355	355	360	2263.7	7.125	89.84	LOS ANGELES	CA	91306
9822022	650000	647147.73	6/1/2002	5/1/1932	355	355	360	4270.04	6.875	67.36	SAN CARLOS	CA	94070
9822180	385000	383282.75	6/1/2002	5/1/1932	355	355	360	2465.2	6.625	38.5	ATHERTON	CA	94027
9822323	395000	393125.06	6/1/2002	5/1/1932	354	355	360	2627.95	7	74.67	SANTA CRUZ	CA	95060
9822334	390000	388382.85	6/1/2002	5/1/1932	355	355	360	2594.68	7	59.54	LOS ANGELES	CA	90035
9822362	333000	331244.54	6/1/2002	5/1/1932	354	355	360	2243.49	7.125	74	FULLERTON	CA	92831
9822648	390000	388710.05	7/1/2002	6/1/1932	356	356	360	2594.68	7	30.95	DENVER	CO	80206
9822657	750000	746813.22	6/1/2002	5/1/1932	355	355	360	4926.97	6.875	37.22	LARKSPUR	CA	94939
9822699	338800	336037.22	6/1/2002	5/1/1932	350	355	360	2254.05	7	80	APTOS	CA	95003
9823072	533000	530679.52	6/1/2002	5/1/1932	355	355	360	3457.03	6.75	75.07	CLAYTON	CA	94517
9823102	345000	342921.94	6/1/2002	5/1/1932	353	355	360	2266.41	6.875	61.94	PLEASANTON	CA	94566
9823354	489000	486972.32	6/1/2002	5/1/1932	355	355	360	3253.33	7	61.98	SANTA CRUZ	CA	95062
9823646	587000	584505.79	6/1/2002	5/1/1932	355	355	360	3856.18	6.875	48.92	PALO ALTO	CA	94306
9824484	736000	732948.1	6/1/2002	5/1/1932	355	355	360	4896.63	7	68.79	LOS ANGELES	CA	90024
9824488	475000	472931.99	6/1/2002	5/1/1932	355	355	360	3080.85	6.75	71.97	SUNNYVALE	CA	94087
9824516	505000	502905.98	6/1/2002	5/1/1932	355	355	360	3359.78	7	67.33	LOS ANGELES	CA	90043
9825003	372000	370531.36	6/1/2002	5/1/1932	355	355	360	2537.7	7.25	80	BOISE	ID	83709
9825065	468000	463982.64	6/1/2002	5/1/1932	350	355	360	3074.43	6.875	69.96	WHITTIER	CA	90603
9825320	331000	329627.45	6/1/2002	5/1/1932	355	355	360	2202.16	7	68.25	GEORGETOWN	MA	1833
9825393	352000	350644.2	6/1/2002	5/1/1932	355	355	360	2431.18	7.375	74.11	RICHMOND	CA	94803
9825406	406000	404274.86	6/1/2002	5/1/1932	355	355	360	2667.14	6.875	62.46	TRACY	CA	95391
9825723	315000	313567.95	6/1/2002	5/1/1932	355	355	360	2069.33	6.875	76.83	SAN BRUNO	CA	94066
9826169	650000	644452.61	7/1/2002	6/1/1932	350	356	360	4324.47	7	67.64	PALO ALTO	CA	94301
9826380	650000	647170.14	6/1/2002	5/1/1932	355	355	360	4215.89	6.75	65	CARPINTERIA	CA	93013
9826606	404000	402404.23	6/1/2002	5/1/1932	355	355	360	2756	7.25	80	LOS ANGELES	CA	91602
9826902	632000	629960.32	7/1/2002	6/1/1932	356	356	360	4257.9	7.125	69.83	LAFAYETTE	CA	94549
9826924	350000	348512.85	6/1/2002	5/1/1932	355	355	360	2299.25	6.875	63.64	METAIRIE	LA	70005
9827267	585000	583017.14	7/1/2002	6/1/1932	356	356	360	3843.04	6.875	67.63	SANTA BARBAR	CA	93105
9827280	382500	380834.73	6/1/2002	5/1/1932	355	355	360	2480.89	6.75	75	SAN FRANCISC	CA	94112
9827386	420000	418171.44	6/1/2002	5/1/1932	355	355	360	2724.12	6.75	50.6	MORAGA	CA	94556
9827473	592000	589545.24	6/1/2002	5/1/1932	355	355	360	3938.59	7	80	PLEASANTON	CA	94566
9827500	650000	646658.65	6/1/2002	5/1/1932	354	355	360	4379.17	7.125	65	WATSONVILLE	CA	95076
9827989	490000	488017.38	6/1/2002	5/1/1932	355	355	360	3301.22	7.125	70	LAKE OSWEGO	OR	97035
9828207	375000	373482.65	6/1/2002	5/1/1932	355	355	360	2526.45	7.125	43.6	DANVILLE	CA	94506
9828232	825000	821931.12	7/1/2002	6/1/1932	356	356	360	5419.67	6.875	21.71	KENTFIELD	CA	94904
9828393	820000	816430.02	6/1/2002	5/1/1932	355	355	360	5318.51	6.75	68.33	OVERLAND PAR	KS	66221
9828923	493000	491328.99	7/1/2002	6/1/1932	356	356	360	3238.66	6.875	39.44	LAFAYETTE	CA	94549
9829768	380000	378385.35	6/1/2002	5/1/1932	355	355	360	2496.33	6.875	79.17	CASTLE ROCK	CO	80104
9830031	560000	557734.11	6/1/2002	5/1/1932	355	355	360	3772.83	7.125	80	REDWOOD CITY	CA	94065
9830307	415900	414175.4	6/1/2002	5/1/1932	355	355	360	2767	7	72.96	ST JOSEPH	MI	49085
9830432	437500	435685.87	6/1/2002	5/1/1932	355	355	360	2910.7	7	70	LOS ANGELES	CA	91326
9830917	392000	389891.7	7/1/2002	6/1/1932	354	356	360	2607.99	7	54.83	LOS ANGELES	CA	90046
9831027	650000	647170.14	6/1/2002	5/1/1932	355	355	360	4215.89	6.75	41.94	ALAMO	CA	94507
9831062	489600	487614.26	7/1/2002	6/1/1932	355	356	360	3216.32	6.875	80	MISSION VIEJ	CA	92692
9831852	350000	348476.2	6/1/2002	5/1/1932	355	355	360	2270.1	6.75	69.86	LOS ANGELES	CA	90045
9832022	340000	338555.32	6/1/2002	5/1/1932	355	355	360	2233.56	6.875	80	SAN JOSE	CA	95131
9832028	382000	380673.26	7/1/2002	6/1/1932	356	356	360	2477.65	6.75	66.43	CLAYTON	CA	94517
9832222	386000	384476.1	6/1/2002	5/1/1932	355	355	360	2633.2	7.25	72.83	SAN LUIS OBI	CA	93401
9832329	549000	546667.28	6/1/2002	5/1/1932	355	355	360	3606.54	6.875	63.47	DENVER	CO	80210
9832728	449316	447452.81	6/1/2002	5/1/1932	355	355	360	2989.31	7	70	NEWTOWN	PA	18940
9832891	525000	523176.63	7/1/2002	6/1/1932	356	356	360	3405.14	6.75	56.76	SANTA BARBAR	CA	93111
9833132	384000	382666.32	7/1/2002	6/1/1932	356	356	360	2490.62	6.75	80	SANDY	UT	84093
9833313	624000	621832.76	7/1/2002	6/1/1932	356	356	360	4047.26	6.75	80	SAN FRANCISC	CA	94107
9833404	752500	749949.42	7/1/2002	6/1/1932	356	356	360	4943.39	6.875	70	OAKLAND	CA	94705
9834023	542000	540162.89	7/1/2002	6/1/1932	356	356	360	3560.56	6.875	64.14	LOS ANGELES	CA	90024
9834274	436000	434101.81	6/1/2002	5/1/1932	355	355	360	2827.89	6.75	80	COLORADO SPR	CO	80920
9834921	338000	336826.06	7/1/2002	6/1/1932	356	356	360	2192.27	6.75	30.73	AUBURN	CA	95602
9835089	330000	328853.85	7/1/2002	6/1/1932	356	356	360	2140.38	6.75	64.71	NEWCASTLE	WA	98059
9835409	1000000	993158.49	6/1/2002	5/1/1932	352	355	360	6569.29	6.875	78.43	ATLANTA	GA	30305
9835868	335000	331564.72	7/1/2002	6/1/1932	348	356	360	2228.77	7	67	REDDING	CA	96001
9835977	431200	429773.75	7/1/2002	6/1/1932	356	356	360	2868.79	7	80	LOS ANGELES	CA	90065
9836120	543000	540969.87	7/1/2002	6/1/1932	356	356	360	3521.89	6.75	63.88	SAN RAMON	CA	94583
9836953	350000	348813.69	7/1/2002	6/1/1932	356	356	360	2299.25	6.875	70	PLEASANTON	CA	94588
9837067	612000	609399.57	6/1/2002	5/1/1932	355	355	360	4020.41	6.875	80	WALNUT CREEK	CA	94595
9837502	390190	388834.82	7/1/2002	6/1/1932	356	356	360	2530.77	6.75	79.65	SACRAMENTO	CA	95829
9838122	480000	478412.33	7/1/2002	6/1/1932	356	356	360	3193.46	7	75	WATERFORD	MI	48327
9839536	371160	369962.11	7/1/2002	6/1/1932	356	356	360	2500.58	7.125	90	JACKSONVILLE	FL	32256
9840329	650000	647902.23	7/1/2002	6/1/1932	356	356	360	4379.17	7.125	72.22	SUNRIVER	OR	97707
9869181	350000	348476.2	6/1/2002	5/1/1932	355	355	360	2270.1	6.75	70	BEVERLY HILL	CA	90211
9872582	344000	342641.9	6/1/2002	5/1/1932	355	355	360	2346.69	7.25	80	PLAINSBORO	NJ	8536
9880767	550000	548089.8	7/1/2002	6/1/1932	356	356	360	3567.29	6.75	57.47	CALABASAS	CA	91302
9885133	373520	371386.12	7/1/2002	6/1/1932	353	356	360	2422.65	6.75	59.76	PALO ALTO	CA	94303
9887521	340000	336205.71	7/1/2002	6/1/1932	347	356	360	2233.56	6.875	60.71	SANTA BARBAR	CA	93110
9894377	542200	539279.49	6/1/2002	5/1/1932	354	355	360	3607.28	7	57.07	SAN MATEO	CA	94402
9897717	350000	346719.24	5/1/2002	4/1/1932	349	354	360	2299.26	6.875	60.34	DIX HILLS	NY	11746
9903333	799000	795011.97	7/1/2002	6/1/1932	354	356	360	5315.77	7	48.42	SAN JOSE	CA	95138
9909405	411400	409296.28	5/1/2002	4/1/1932	354	354	360	2702.61	6.875	78.36	BRENHAM	TX	77833
9911250	610000	607591.76	6/1/2002	5/1/1932	355	355	360	4161.28	7.25	66.3	SAN RAMON	CA	94583
9912124	435000	432768.78	6/1/2002	5/1/1932	354	355	360	2894.07	7	74.36	PLEASANTON	CA	94566
9912440	535000	533230.44	7/1/2002	6/1/1932	356	356	360	3559.37	7	69.84	NEWTOWN	PA	18940
9913098	345000	341221.43	6/1/2002	5/1/1932	347	355	360	2266.41	6.875	50.74	BELMONT	CA	94002
9914233	500000	498346.19	7/1/2002	6/1/1932	356	356	360	3326.52	7	50	FRANKLIN LAK	NJ	7417
9914989	411400	407598.02	4/1/2002	3/1/1932	349	353	360	2771.68	7.125	62.33	SCARSDALE	NY	10583
9916981	340000	337491.03	4/1/2002	3/1/1932	351	353	360	2319.4	7.25	30.91	NEW YORK	NY	10013
9917232	312600	311566.04	7/1/2002	6/1/1932	356	356	360	2079.74	7	57.89	CLAYTON	CA	94517
9917623	825000	820781.33	5/1/2002	4/1/1932	354	354	360	5419.67	6.875	18.33	BOSTON	MA	2108
9920236	650000	647304.73	6/1/2002	5/1/1932	355	355	360	4324.47	7	50	MIAMI BEACH	FL	33141
9922668	480000	476286.37	2/1/2002	1/1/1932	351	351	360	3153.26	6.875	80	VIDALIA	GA	30474
9923613	475000	473428.89	7/1/2002	6/1/1932	356	356	360	3160.19	7	78.51	NORFOLK	MA	2056
9924404	369400	368178.17	7/1/2002	6/1/1932	356	356	360	2457.63	7	64.81	ANNANDALE	NJ	8801
9927379	450000	448309.14	6/1/2002	5/1/1932	355	355	360	3146.47	7.5	68.18	SMITHTOWN	NY	11787
9928565	400000	398300.38	6/1/2002	5/1/1932	355	355	360	2627.72	6.875	59.79	MANHASSET	NY	11030
9928804	360000	358470.32	6/1/2002	5/1/1932	355	355	360	2364.95	6.875	80	ALPHARETTA	GA	30022
9929445	675000	672821.5	7/1/2002	6/1/1932	356	356	360	4547.61	7.125	59.68	RIVERSIDE	CT	6878
9935307	475000	473124.73	6/1/2002	5/1/1932	355	355	360	3240.34	7.25	63.33	FT COLLINS	CO	80524
9939690	450000	448309.14	6/1/2002	5/1/1932	355	355	360	3146.47	7.5	60	NEW YORK	NY	10018
9942753	392000	389461.75	5/1/2002	4/1/1932	352	354	360	2575.16	6.875	80	GRANVILLE	OH	43023
9945165	337000	335352.74	6/1/2002	5/1/1932	354	355	360	2185.78	6.75	74.39	MOUNTAINSIDE	NJ	7092
9946864	400000	397559.85	6/1/2002	5/1/1932	353	355	360	2661.21	7	86.96	BROOKLYN	NY	11205
9946959	328800	327764.66	7/1/2002	6/1/1932	356	356	360	2243	7.25	80	WHEATON	IL	60187
9949374	489200	483309.96	5/1/2002	4/1/2022	234	234	240	3719.71	6.75	51.49	TEMPE	AZ	85284
9950052	600000	597512.09	6/1/2002	5/1/1932	355	355	360	3991.81	7	69.77	BEEKMAN	NY	12570
9951091	335000	333576.55	6/1/2002	5/1/1932	355	355	360	2200.72	6.875	55.37	NORTHRIDGE	CA	91325
9951523	424338	422035.68	4/1/2002	3/1/1932	353	353	360	2930.8	7.375	80	PALM DESERT	CA	92211
9951526	487000	484980.59	6/1/2002	5/1/1932	355	355	360	3240.03	7	76.69	SAN RAMON	CA	94583
9951819	525000	521100.43	5/1/2002	4/1/1932	351	354	360	3448.88	6.875	70	MOUNTAIN LAK	NJ	7046
9951874	442500	439916.1	4/1/2002	3/1/1932	353	353	360	2943.97	7	75	PACIFICA	CA	94044
9952178	534750	532892.76	7/1/2002	6/1/1932	356	356	360	3468.38	6.75	69	MORAGA	CA	94556
9953180	120000	119583.22	7/1/2002	6/1/1932	356	356	360	778.32	6.75	46.21	PALM BEACH G	FL	33418
9955730	410000	408704.89	7/1/2002	6/1/1932	356	356	360	2796.93	7.25	74.55	BROOKLYN	NY	11230
9955758	500000	498263.41	7/1/2002	6/1/1932	356	356	360	3243	6.75	61.35	ARROYO GRAND	CA	93420
9956201	490000	487625.46	6/1/2002	5/1/1932	354	355	360	3178.14	6.75	66.58	PACIFICA	CA	94044
9956531	317000	315844.34	7/1/2002	6/1/1932	356	356	360	2003.66	6.5	67.45	WILMINGTON	NC	28412
9956797	480000	478057.82	6/1/2002	5/1/1932	355	355	360	3233.85	7.125	43.64	NEW YORK	NY	10028
9956817	560000	557255.29	6/1/2002	5/1/1932	354	355	360	3632.15	6.75	70	MIAMI BEACH	FL	33141
9957049	339500	338057.42	6/1/2002	5/1/1932	355	355	360	2230.28	6.875	59.04	SKILLMAN	NJ	8558
9960003	390000	385462.46	5/1/2002	4/1/1932	347	354	360	2562.02	6.875	57.35	NEW YORK	NY	10128
9960458	460000	426171.85	5/1/2002	4/1/1932	288	354	360	3060.4	7	69.7	SAN FRANCISC	CA	94122
9960847	650000	643612.35	1/1/2002	12/1/1931	348	350	360	4379.18	7.125	59.36	READING	VT	5062
9961453	420000	418004.23	5/1/2002	4/1/1932	354	354	360	2865.14	7.25	80	CULPEPER	VA	22701
9961850	420000	417885.18	5/1/2002	4/1/1932	354	354	360	2794.27	7	67.2	FINKSBURG	MD	21048
9962347	426400	424631.05	6/1/2002	5/1/1932	355	355	360	2836.85	7	77.11	CHATSWORTH	CA	91311
9962365	460000	458402.34	7/1/2002	6/1/1932	356	356	360	2983.56	6.75	25.56	HILLSBOROUGH	CA	94010
9962532	468000	465606.87	5/1/2002	4/1/1932	354	354	360	3074.43	6.875	80	UPPER MARLBO	MD	20772
9963325	400000	398300.38	6/1/2002	5/1/1932	355	355	360	2627.72	6.875	78.43	MYSTIC	CT	6355
9964176	321350	319199.16	7/1/2002	6/1/1932	352	356	360	2111.05	6.875	43.72	PALO ALTO	CA	94306
9964416	845000	841580.94	6/1/2002	5/1/1932	355	355	360	5692.93	7.125	65	NEW YORK	NY	10013
9965108	344000	342641.9	6/1/2002	5/1/1932	355	355	360	2346.69	7.25	80	SPRINGFIELD	VA	22153
9965636	510000	507454.75	5/1/2002	4/1/1932	354	354	360	3393.04	7	57.95	NORTHFIELD	IL	60093
9966551	358300	356616.88	6/1/2002	5/1/1932	354	355	360	2383.78	7	69.7	POMPANO BEAC	FL	33067
9966604	485000	483085.29	6/1/2002	5/1/1932	355	355	360	3308.55	7.25	48.5	ANNAPOLIS	MD	21403
9966725	324800	323179.12	5/1/2002	4/1/1932	354	354	360	2160.9	7	80	BURKE	VA	22015
9966825	424000	422326.09	6/1/2002	5/1/1932	355	355	360	2892.43	7.25	68.94	SAN DIEGO	CA	92107
9966951	450000	447167.06	4/1/2002	3/1/1932	352	353	360	2993.86	7	53.57	VIENNA	VA	22182
9967553	309500	307878.46	5/1/2002	4/1/1932	354	354	360	2007.42	6.75	50.74	DANVILLE	CA	94526
9967609	316900	315430.76	5/1/2002	4/1/1932	354	354	360	2188.75	7.375	78.05	RANCHO CUCAM	CA	91737
9968078	485000	482638.07	5/1/2002	4/1/1932	354	354	360	3267.54	7.125	73.66	BROWNS SUMMI	NC	27214
9968640	356950	355168.64	5/1/2002	4/1/1932	354	354	360	2374.8	7	79.99	LEESBURG	VA	20176
9968876	800000	796841.67	6/1/2002	5/1/1932	355	355	360	5457.41	7.25	68.09	RADNOR	PA	19087
9968913	425000	423194.15	6/1/2002	5/1/1932	355	355	360	2791.95	6.875	40.48	NEW YORK	NY	10025
9969340	500000	488416.33	5/1/2002	4/1/1932	333	354	360	3368.59	7.125	69.93	BROOKLYN	NY	11205
9969363	576000	574047.67	7/1/2002	6/1/1932	356	356	360	3783.91	6.875	60.63	SAN FRANCISC	CA	94115
9969576	415000	413278.64	6/1/2002	5/1/1932	355	355	360	2761.01	7	50.61	UPPER SADDLE	NJ	7458
9969730	245000	244079.41	6/1/2002	5/1/1932	355	355	360	1713.08	7.5	70	NEW YORK	NY	10021
9970132	447650	445791.04	6/1/2002	5/1/1932	355	355	360	2978.23	7	80	BOYDS	MD	20841
9970485	324000	322383.1	5/1/2002	4/1/1932	354	354	360	2155.58	7	80	RIDGEWOOD	NJ	7450
9970663	407400	405021.12	4/1/2002	3/1/1932	353	353	360	2710.44	7	72.75	MERKHAM	VA	22643
9971400	650000	644660.81	6/1/2002	5/1/1932	350	355	360	4324.47	7	61.9	COLUMBIA	MO	65203
9971724	1000000	994106.8	5/1/2002	4/1/1932	353	354	360	6485.99	6.75	55.56	SPRING LAKE	NJ	7762
9971732	335000	333162.27	6/1/2002	5/1/1932	353	355	360	2228.77	7	36.02	ROXBURY	CT	6783
9972451	400000	398300.38	6/1/2002	5/1/1932	355	355	360	2627.72	6.875	35.87	LEXINGTON	MA	2421
9973310	494400	492299.27	6/1/2002	5/1/1932	355	355	360	3247.86	6.875	80	MAPLEWOOD	NJ	7040
9973710	364000	362735.78	7/1/2002	6/1/1932	356	356	360	2360.9	6.75	80	NORTHBROOK	IL	60062
9973748	346335	345132.11	7/1/2002	6/1/1932	356	356	360	2246.33	6.75	64.74	SHERBORN	MA	1770
9973818	400000	398003.84	5/1/2002	4/1/1932	354	354	360	2661.21	7	80	LINCROFT	NJ	7738
9974305	415000	412928.96	5/1/2002	4/1/1932	354	354	360	2761.01	7	70.95	HAYMARKET	VA	20169
9974331	318000	316097.47	4/1/2002	3/1/1932	353	353	360	2089.03	6.875	60.92	CHANTILLY	VA	20151
9974382	200000	196333.83	6/1/2002	5/1/1932	339	355	360	1313.86	6.875	59.7	WALTHAM	MA	2452
9974406	330000	328631.62	6/1/2002	5/1/1932	355	355	360	2195.5	7	79.52	PHILADELPHIA	PA	19130
9974546	372350	370399.2	5/1/2002	4/1/1932	354	354	360	2415.06	6.75	79.22	ALEXANDRIA	VA	22304
9974550	395500	393567.38	6/1/2002	5/1/1932	354	355	360	2765.4	7.5	68.78	BLAIRSTOWN	NJ	7825
9974674	469500	466691.04	4/1/2002	3/1/1932	353	353	360	3084.28	6.875	75	ASHBURN	VA	20147
9974736	642000	638341.58	4/1/2002	3/1/1932	353	353	360	4325.27	7.125	77.35	HAYMARKET	VA	20169
9974880	383000	380993.38	5/1/2002	4/1/1932	354	354	360	2484.14	6.75	53.57	SANTA CLARIT	CA	91387
9975278	394370	392303.84	5/1/2002	4/1/1932	354	354	360	2557.88	6.75	69.19	CALABASAS	CA	91302
9975344	442993	438560.81	6/1/2002	5/1/2022	235	235	240	3368.36	6.75	56.08	ANNAPOLIS	MD	21401
9975357	650000	646594.58	5/1/2002	4/1/1932	354	354	360	4215.89	6.75	56.52	GREAT FALLS	VA	22066
9976168	482000	480366.27	7/1/2002	6/1/1932	356	356	360	3166.4	6.875	71.94	WALNUT CREEK	CA	94598
9976183	590000	586841.21	6/1/2002	5/1/1932	354	355	360	3925.28	7	56.19	WOODBURY	NY	11797
9976505	340000	338062.53	4/1/2002	3/1/1932	353	353	360	2290.64	7.125	80	SAN DIEGO	CA	92129
9976628	392000	388399.48	5/1/2002	4/1/1932	349	354	360	2575.16	6.875	74.67	BEVERLY	MA	1915
9976748	440350	437893.06	5/1/2002	4/1/1932	353	354	360	2892.79	6.875	79.99	CHANTILLY	VA	20152
9976799	770000	766157.36	5/1/2002	4/1/1932	354	354	360	5122.83	7	49.68	GREENWICH	CT	6831
9976814	900000	895284.79	5/1/2002	4/1/1932	354	354	360	5837.39	6.75	69.23	SANTA ROSA	CA	95404
9976934	365450	362758.45	5/1/2002	4/1/1932	351	354	360	2462.11	7.125	83.15	BELLAIRE	TX	77401
9977110	350000	348583.81	6/1/2002	5/1/1932	355	355	360	2358.02	7.125	65.42	PORT WASHING	NY	11050
9977373	374000	372449.15	6/1/2002	5/1/1932	355	355	360	2488.24	7	55.49	RANDOLPH	NJ	7869
9977600	409000	406908.58	5/1/2002	4/1/1932	354	354	360	2686.84	6.875	20.97	RIDGEFIELD	CT	6877
9977673	469000	459425.9	5/1/2002	4/1/1932	337	354	360	3120.27	7	70	MANSON	WA	98831
9977997	650000	647369.93	6/1/2002	5/1/1932	355	355	360	4379.18	7.125	66.67	LOS ANGELES	CA	90068
9978060	500000	497926.69	6/1/2002	5/1/1932	355	355	360	3326.52	7	66.67	SAN JOSE	CA	95120
9978345	335000	333328.21	5/1/2002	4/1/1932	354	354	360	2228.76	7	77.01	CANYON COUNT	CA	91387
9978363	750000	746813.22	6/1/2002	5/1/1932	355	355	360	4926.97	6.875	68.18	WESTPORT	CT	6880
9978550	528000	525810.61	6/1/2002	5/1/1932	355	355	360	3512.8	7	80	COLUMBIA	SC	29229
9978808	360000	357975.39	5/1/2002	4/1/1932	353	354	360	2425.39	7.125	80	HIGHLAND PAR	TX	75219
9978882	420000	418258.4	6/1/2002	5/1/1932	355	355	360	2794.28	7	58.74	PETALUMA	CA	94952
9979672	555000	551598.1	4/1/2002	3/1/1932	353	353	360	3599.72	6.75	66.87	DULUTH	GA	30097
9979768	330080	328744.38	6/1/2002	5/1/1932	355	355	360	2223.82	7.125	79.54	BOZEMAN	MT	59715
9979890	391200	389199.58	5/1/2002	4/1/1932	354	354	360	2569.91	6.875	80	MAPLEWOOD	NJ	7040
9980116	335000	332912.78	5/1/2002	4/1/1932	353	354	360	2172.8	6.75	77.01	FALLS CHURCH	VA	22043
9980138	750000	746890.08	6/1/2002	5/1/1932	355	355	360	4989.77	7	55.56	DARIEN	CT	6820
9980300	634200	631035.06	5/1/2002	4/1/1932	354	354	360	4219.35	7	68.56	TALLAHASSE	FL	32312
9980547	650000	646594.58	5/1/2002	4/1/1932	354	354	360	4215.89	6.75	76.47	FAYETTEVILLE	AR	72701
9980913	498000	495390.92	6/1/2002	5/1/1932	354	355	360	3230.02	6.75	59.29	GLENVIEW	IL	60025
9980936	320500	318494.48	6/1/2002	5/1/1932	353	355	360	2078.76	6.75	72.18	REISTERSTOWN	MD	21136
9981074	493900	491852.01	6/1/2002	5/1/1932	355	355	360	3285.93	7	80	COSTA MESA	CA	92627
9981631	395000	386784.81	6/1/2002	5/1/1932	337	355	360	2594.87	6.875	77.15	AVONDALE	PA	19311
9981636	650000	646676.23	5/1/2002	4/1/1932	354	354	360	4270.04	6.875	64.68	PENNINGTON	NJ	8534
9981849	387000	385355.6	6/1/2002	5/1/1932	355	355	360	2542.32	6.875	90	WINSTON SALE	NC	27104
9982023	348000	346213	5/1/2002	4/1/1932	354	354	360	2315.26	7	80	TALLAHASSEE	FL	32308
9982764	560000	557561.98	6/1/2002	5/1/1932	355	355	360	3632.15	6.75	52.83	RIDGEWOOD	NJ	7450
9982767	335000	333610.86	6/1/2002	5/1/1932	355	355	360	2228.77	7	73.63	NATICK	MA	1760
9982870	994950	990722.46	6/1/2002	5/1/1932	355	355	360	6536.11	6.875	65.2	STEVENSVILLE	MD	21666
9983129	480000	477996.12	6/1/2002	5/1/1932	355	355	360	3193.46	7	76.8	SAN CLEMENTE	CA	92673
9983207	640000	636806.08	5/1/2002	4/1/1932	354	354	360	4257.94	7	71.03	ST PAUL	MN	55105
9983329	356300	354786.06	6/1/2002	5/1/1932	355	355	360	2340.64	6.875	78.09	LOVETTSVILLE	VA	20180
9983726	363950	362043.26	5/1/2002	4/1/1932	354	354	360	2360.57	6.75	77.44	DOMINION VAL	VA	20169
9984013	625000	621804.04	5/1/2002	4/1/1932	354	354	360	4105.81	6.875	59.81	MORGAN HILL	CA	95037
9984388	444000	441729.63	5/1/2002	4/1/1932	354	354	360	2916.76	6.875	74	LEESBURG	VA	20176
9984580	365000	363032.66	5/1/2002	4/1/1932	354	354	360	2397.8	6.875	57.21	ASHTON	MD	20861
9984608	405000	403193.55	6/1/2002	5/1/1932	355	355	360	2593.26	6.625	22.5	MAMARONECK	NY	10543
9984966	760000	756770.75	6/1/2002	5/1/1932	355	355	360	4992.66	6.875	56.3	STAMFORD	CT	6902
9985135	350000	348476.2	6/1/2002	5/1/1932	355	355	360	2270.1	6.75	71.57	NORWALK	CT	6853
9985453	420000	418171.49	6/1/2002	5/1/1932	355	355	360	2724.11	6.75	51.53	BARRINGTON	RI	2806
9986041	542000	536988.2	6/1/2002	5/1/1932	349	355	360	3560.56	6.875	69.98	ASHEVILLE	NC	28803
9986242	763000	760061.15	6/1/2002	5/1/1932	355	355	360	5269.86	7.375	64.66	ATLANTA	GA	30327
9986265	1000000	994706.96	5/1/2002	4/1/1932	353	354	360	6821.76	7.25	60.61	HIDDEN HILLS	CA	91302
9986461	392550	390493.38	5/1/2002	4/1/1932	354	354	360	2546.07	6.75	79.99	MANASSAS	VA	20112
9986465	552000	549377	5/1/2002	4/1/1932	354	354	360	3765.61	7.25	69	LOS ANGELES	CA	91602
9986605	528000	525810.61	6/1/2002	5/1/1932	355	355	360	3512.8	7	39.11	PORTOLA VALL	CA	94028
9986800	460000	458138.74	6/1/2002	5/1/1932	355	355	360	3099.11	7.125	60.53	NEW YORK	NY	10010
9986804	569000	567070.36	7/1/2002	6/1/1932	356	356	360	3737.93	6.875	46.32	DOVER	MA	2030
9986814	650000	647369.98	6/1/2002	5/1/1932	355	355	360	4379.17	7.125	69.15	PORTSMOUTH	RI	2871
9986816	380000	378103.61	5/1/2002	4/1/1932	354	354	360	2528.15	7	73.79	FALLS CHURCH	VA	22046
9986866	317400	315776.99	5/1/2002	4/1/1932	354	354	360	2085.09	6.875	69.15	GLEN ALLEN	VA	23059
9986975	420000	418258.4	6/1/2002	5/1/1932	355	355	360	2794.28	7	61.86	NEWTON	MA	2459
9987012	900000	896175.88	6/1/2002	5/1/1932	355	355	360	5912.36	6.875	75	PELHAM	NY	10803
9987082	462400	459423.99	5/1/2002	4/1/1932	352	354	360	3037.64	6.875	79.97	SOUTH ELGIN	IL	60177
9987104	431100	429355.7	6/1/2002	5/1/1932	355	355	360	2904.4	7.125	43.11	DENNIS PORT	MA	2639
9987204	600000	597966.29	7/1/2002	6/1/1932	356	356	360	3941.58	6.875	80	DOBBS FERRY	NY	10522
9987462	613000	610395.38	6/1/2002	5/1/1932	355	355	360	4026.97	6.875	73.59	GLENCOE	IL	60022
9987517	1000000	995130.08	5/1/2002	4/1/1932	354	354	360	6737.19	7.125	62.5	PACIFIC PALI	CA	90272
9987642	440000	438037.43	6/1/2002	5/1/1932	355	355	360	2817.37	6.625	80	MT AIRY	MD	21771
9987671	497000	494888.22	6/1/2002	5/1/1932	355	355	360	3264.94	6.875	60.98	WOODBRIDGE	CT	6525
9987819	350000	348618.2	6/1/2002	5/1/1932	355	355	360	2387.62	7.25	80	ROCKVILLE CE	NY	11570
9987836	449500	447256.82	5/1/2002	4/1/1932	354	354	360	2990.53	7	69.21	WALNUT CREEK	CA	94598
9987987	525000	522113.5	5/1/2002	4/1/1932	354	354	360	3318.36	6.5	70	CAMBRIA	CA	93428
9987992	500000	497659.16	6/1/2002	5/1/1932	355	355	360	3243	6.75	72.46	READINGTON T	NJ	8833
9988173	335100	333386.47	5/1/2002	4/1/1932	354	354	360	2201.37	6.875	80	LEESBURG	VA	20176
9988198	429000	426806.34	5/1/2002	4/1/1932	354	354	360	2818.22	6.875	71.15	CHANTILLY	VA	20152
9988216	422400	420648.49	6/1/2002	5/1/1932	355	355	360	2810.24	7	80	POTOMAC	MD	20854
9988234	337000	335602.6	6/1/2002	5/1/1932	355	355	360	2242.07	7	79.86	ASHBURN	VA	20148
9988401	450000	447981.68	6/1/2002	5/1/1932	355	355	360	2993.87	7	60.4	FRANKLIN LAK	NJ	7417
9988486	510000	507454.89	5/1/2002	4/1/1932	354	354	360	3393.04	7	77.27	ST CHARLES	IL	60175
9988587	448000	441610.55	6/1/2002	5/1/1932	344	355	360	2905.72	6.75	49.78	COTO DE CAZA	CA	92679
9988673	425000	423149.69	6/1/2002	5/1/1932	355	355	360	2756.55	6.75	51.52	NEW YORK	NY	10007
9988703	374400	372847.5	6/1/2002	5/1/1932	355	355	360	2490.9	7	79.66	VIENNA	VA	22181
9988875	400000	398432.92	7/1/2002	6/1/1932	356	356	360	2430.45	6.125	69.57	GARDEN CITY	NY	11530
9989304	588000	584388.3	6/1/2002	5/1/1932	353	355	360	3862.75	6.875	70	DELRAY BEACH	FL	33446
9989432	335000	333644.5	6/1/2002	5/1/1932	355	355	360	2256.96	7.125	71.28	BRYN MAWR	PA	19010
9989759	377600	375995.54	6/1/2002	5/1/1932	355	355	360	2480.57	6.875	80	FAIRFAX STAT	VA	22039
9989841	390150	388571.4	6/1/2002	5/1/1932	355	355	360	2628.51	7.125	79.95	BASKING RIDG	NJ	7920
9990067	576000	572862.72	6/1/2002	5/1/1932	354	355	360	3783.91	6.875	76.8	TULSA	OK	74137
9990179	455000	453019.08	6/1/2002	5/1/1932	355	355	360	2951.13	6.75	30.33	BEVERLY HILL	CA	90210
9990293	364300	362481.96	5/1/2002	4/1/1932	354	354	360	2423.7	7	77.63	ALEXANDRIA	VA	22308
9990348	400000	398740.47	7/1/2002	6/1/1932	356	356	360	2728.71	7.25	67.23	KATONAH	NY	10536
9990506	420000	418258.45	6/1/2002	5/1/1932	355	355	360	2794.27	7	80	ASHLAND	MA	1721
9990686	666200	663369.3	6/1/2002	5/1/1932	355	355	360	4376.46	6.875	60.56	SHAWNEE	KS	66216
9990739	525000	522823.04	6/1/2002	5/1/1932	355	355	360	3492.84	7	75.01	RANDOLPH	NJ	7945
9990770	414900	412673.12	5/1/2002	4/1/1932	354	354	360	2656.65	6.625	80	OAK HILL	VA	20171
9991008	770000	765375.47	6/1/2002	5/1/1932	353	355	360	5187.64	7.125	71.63	OYSTER BAY C	NY	11771
9991039	428850	427071.74	6/1/2002	5/1/1932	355	355	360	2853.15	7	90	ALLSTON	MA	2134
9991109	556000	553694.47	6/1/2002	5/1/1932	355	355	360	3699.09	7	80	LINCOLN	DE	19960
9991113	460000	457997.29	6/1/2002	5/1/1932	355	355	360	2983.56	6.75	80	NEWTON	MA	2459
9991134	373500	372202.78	7/1/2002	6/1/1932	356	356	360	2422.52	6.75	90	PASADENA	MD	21122
9991259	650000	646160.73	5/1/2002	4/1/1932	354	354	360	3949.47	6.125	65	TEMPLETON	CA	93465
9991379	351900	350143.86	5/1/2002	4/1/1932	354	354	360	2341.2	7	80	CHURCHVILLE	PA	18966
9991391	350000	348210.29	5/1/2002	4/1/1932	354	354	360	2299.25	6.875	64.58	ROCKVILLE	MD	20852
9991451	343550	341835.51	5/1/2002	4/1/1932	354	354	360	2285.65	7	79.99	LOVETTSVILLE	VA	20180
9991452	478500	474548.05	5/1/2002	4/1/1932	350	354	360	3143.4	6.875	68.36	GLENDALE	CA	91207
9991472	349300	346192.79	6/1/2002	5/1/1932	350	355	360	2294.65	6.875	70	OAKTON	VA	22124
9991578	320000	318705.21	6/1/2002	5/1/1932	355	355	360	2155.9	7.125	72.77	ORION	MI	48359
9991610	496000	493776.32	6/1/2002	5/1/1932	355	355	360	3299.91	7	80	LEONIA	NJ	7605
9991638	470550	468550.62	6/1/2002	5/1/1932	355	355	360	3091.18	6.875	80	COKATO	MN	55321
9991745	456000	454014.74	6/1/2002	5/1/1932	355	355	360	2957.61	6.75	80	PLEASANTON	CA	94588
9992024	460000	457759.83	5/1/2002	4/1/1932	354	354	360	3099.11	7.125	78.63	BERNARDS TWS	NJ	7920
9992271	306000	304667.8	6/1/2002	5/1/1932	355	355	360	1984.71	6.75	79.27	CHESAPEAKE	VA	23322
9992340	530000	527802.29	6/1/2002	5/1/1932	355	355	360	3526.11	7	60.57	GREENWICH	CT	6807
9992405	580000	577034.17	5/1/2002	4/1/1932	354	354	360	3810.19	6.875	72.59	RYDAL	PA	19046
9992480	349450	347965.17	6/1/2002	5/1/1932	355	355	360	2295.64	6.875	80	POTOMAC FALL	VA	20165
9992573	560000	557734.11	6/1/2002	5/1/1932	355	355	360	3772.83	7.125	64.37	SAN FRANCISC	CA	94114
9992594	431200	429367.8	6/1/2002	5/1/1932	355	355	360	2832.68	6.875	80	HOHOKUS	NJ	7423
9992624	368800	366867.83	5/1/2002	4/1/1932	354	354	360	2392.03	6.75	79.97	RANCHO MIRAG	CA	92270
9992711	335000	333541.51	6/1/2002	5/1/1932	355	355	360	2172.81	6.75	67	SAN FRANCISC	CA	94134
9992833	380000	377992.57	5/1/2002	4/1/1932	354	354	360	2528.15	7	74.51	TALLAHASSE	FL	32312
9992853	450000	448474.74	7/1/2002	6/1/1932	356	356	360	2956.18	6.875	59.21	LIVINGSTON	NJ	7039
9992862	430000	427567.14	6/1/2002	5/1/1932	354	355	360	2788.98	6.75	67.19	SAN FRANCISC	CA	94122
9993007	335900	334360.48	6/1/2002	5/1/1932	355	355	360	2206.63	6.875	80	ALEXANDRIA	VA	22308
9993032	1000000	995646.4	6/1/2002	5/1/1932	355	355	360	6485.98	6.75	52.63	MARBLEHEAD	MA	1945
9993051	450000	448087.95	6/1/2002	5/1/1932	355	355	360	2956.18	6.875	28.13	NANTUCKETT	MA	2554
9993081	425000	419756.52	5/1/2002	4/1/1932	346	354	360	2756.54	6.75	67.89	OKLAHOMA CIT	OK	73003
9993135	411900	409844.45	5/1/2002	4/1/1932	354	354	360	2740.38	7	80	CENTERVILLE	VA	20120
9993155	560000	557734.11	6/1/2002	5/1/1932	355	355	360	3772.83	7.125	70	NEW YORK	NY	10019
9993159	448000	445800.5	6/1/2002	5/1/1932	355	355	360	2722.1	6.125	55.31	MONTCLAIR	NJ	7042
9993352	341500	340184.63	6/1/2002	5/1/1932	355	355	360	2358.66	7.375	68.3	LOS ALAMITOS	CA	90720
9993393	349200	347325.71	5/1/2002	4/1/1932	354	354	360	2235.97	6.625	80	LEESBURG	VA	20176
9993405	360000	357516.82	6/1/2002	5/1/1932	352	355	360	2364.94	6.875	62.61	MONROVIA	MD	21770
9993449	350000	348476.25	6/1/2002	5/1/1932	355	355	360	2270.09	6.75	70	ALEXANDRIA	OH	43001
9993461	330000	328528.06	6/1/2002	5/1/1932	355	355	360	2113.03	6.625	59.78	SANDY HOOK	CT	6482
35987	141180	140173.4	5/1/2002	4/1/1932	351	354	360	939.27	7	90	OTSEGO	MN	55330
36955	285000	283294.84	4/1/2002	3/1/1932	353	353	360	1872.25	6.875	86.45	LAKE VILLA	IL	60046
54019	134825	134056.69	4/1/2002	3/1/1932	353	353	360	908.34	7.125	81.71	INGLEWOOD	CA	90305
58265	134386	133656.87	4/1/2002	3/1/1932	353	353	360	928.17	7.375	86.7	FARMINGTON	MI	48336
77226	141300	140605.7	4/1/2002	3/1/1932	353	353	360	1024.53	7.875	90	HOLLY SPRINGS	NC	27540
130275	103400	102883.94	5/1/2002	4/1/1932	354	354	360	687.93	7	89.99	AKRON	OH	44302
185276	136000	135571.77	7/1/2002	6/1/1932	356	356	360	927.76	7.25	77.71	PALMYRA	VA	22963
189809	110000	109686.45	7/1/2002	6/1/1932	356	356	360	788.05	7.75	80	MIAMI	FL	33176
211942	116755	116378.19	7/1/2002	6/1/1932	356	356	360	786.6	7.125	95	WAUNAKEE	WI	53597
4229059	318750	310401.53	10/1/2001	9/1/1931	329	347	360	2201.53	7.375	75	LOS ANGELES	CA	90025
4319055	300000	297281.21	12/1/2001	11/1/1931	349	349	360	2021.16	7.125	41.1	NEWPORT BEACH	CA	92660
4334586	395000	329294.43	7/1/2001	6/1/1931	340	344	360	2339.12	7.5	54.94	LEXINGTON	MA	2420
4350300	283000	281265.29	4/1/2002	3/1/1932	353	353	360	1835.54	6.75	62.2	VALENCIA	CA	91354
4406378	112000	111133.42	2/1/2002	1/1/1932	351	351	360	735.77	6.875	77.24	ERIE	PA	16510
4418304	280000	277406.09	1/1/2002	12/1/1931	350	350	360	1769.8	6.5	80	BENICIA	CA	94510
4429223	203285	201426.77	2/1/2002	1/1/1932	351	351	360	1218.8	6	76.14	COLUMBUS	NJ	8022
4441516	69600	69050.17	2/1/2002	1/1/1932	351	351	360	463.06	7	80	RESTON	VA	20191
4852927	296709	294247.03	3/1/2002	2/1/1932	352	352	360	1755.15	5.875	80	SNOQUALMIE	WA	98065
5968176	128000	126510.32	9/1/2001	8/1/1931	346	346	360	862.36	7.125	79.01	FONTANA	CA	92336
5981438	148000	146422.64	11/1/2001	10/1/1931	348	348	360	959.93	6.75	80	BROOKLYN	NY	11201
8837829	87234	86730.14	3/1/2002	2/1/1932	352	352	360	624.96	7.75	79.74	CHICAGO	IL	60626
9301246	100000	98842.21	7/1/2001	6/1/1931	344	344	360	725.07	7.875	48.78	YORBA LINDA	CA	92886
9311211	260000	257811.95	1/1/2002	12/1/1931	350	350	360	1729.79	7	74.29	OLATHE	KS	66062
9410460	221250	219732.77	3/1/2002	2/1/1932	352	352	360	1453.46	6.875	75	NAPA	CA	94559
9452186	175750	128655.25	12/1/2001	11/1/1931	349	349	360	842.66	6.75	95	BALLWIN	MO	63011
9490155	390000	386982.71	2/1/2002	1/1/1932	351	351	360	2562.02	6.875	57.35	DIX HILLS	NY	11746
9553527	285000	279576.7	2/1/2002	1/1/2022	231	231	240	2103.96	6.375	56.55	WINTER PARK	CO	80482
9560363	488000	484038.35	2/1/2002	1/1/1932	351	351	360	3124.72	6.625	63.96	GLENWOOD	MD	21738
9577022	584500	580491.9	3/1/2002	2/1/1932	352	352	360	3839.75	6.875	70	LOS ANGELES	CA	90049
9621510	999500	990883.19	1/1/2002	12/1/1931	350	350	360	6566	6.875	62.47	OCEAN CITY	NJ	8226
9634345	275000	272924.08	3/1/2002	2/1/1932	352	352	360	1715.64	6.375	79.71	FOREST LAKE	MN	55025
9637461	157354	156025.73	2/1/2002	1/1/1932	351	351	360	1007.56	6.625	71.52	LITTLETON	CO	80122
9661225	135000	133607.38	3/1/2002	2/1/1932	349	352	360	842.22	6.375	90	SHELTON	WA	98584
9692761	155200	152417.16	2/1/2002	1/1/1932	337	351	360	1058.74	7.25	80	SEASIDE	OR	97138
9714555	58526	58070.8	2/1/2002	1/1/1932	351	351	360	394.3	7.125	72.98	SPRINGFIELD	OH	45504
9737921	383400	380750.01	3/1/2002	2/1/1932	351	352	360	2615.46	7.25	79.99	RANCHO CUCAMONGA	CA	91739
9759745	170910	169886.79	4/1/2002	3/1/1932	353	353	360	1122.76	6.875	90	WHITE BEAR LAKE	MN	55110
9933846	500000	497380.4	5/1/2002	4/1/1932	354	354	360	3243	6.75	34.65	SANTA MONICA	CA	90402

SCHEDULE II

PAC/TAC Amortization Schedules

[Intentionally Omitted]

EXHIBIT A

Forms of Certificates

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS A__ CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CLASS A__ CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES.

THE PRINCIPAL OF THIS CLASS A__ CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE CUSTODIAN.

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS A__ CERTIFICATE

APPROXIMATE AGGREGATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A__ CERTIFICATES AS OF THE CLOSING DATE:  $[                    ]	APPROXIMATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE:  $[                    ]
INITIAL CERTIFICATE RATE PER ANNUM: [       ]%	PERCENTAGE INTEREST: 100%
MINIMUM DENOMINATION:	$25,000 AND $1 IN EXCESS OF $25,000
DATE OF THE TRUST AGREEMENT: AS OF OCTOBER 1, 2002	APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:  $873,585,810
CLOSING DATE: OCTOBER 30, 2002	SERVICER: WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE: NOVEMBER 25, 2002
FINAL SCHEDULED DISTRIBUTION DATE: JULY 2032	TRUSTEE: JPMORGAN CHASE BANK
	CUSTODIAN: JPMORGAN CHASE BANK
NO. __	CUSIP NO.: _________

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS A__ CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund consisting of the entire beneficial ownership of a pool of certain fixed-rate, one- to four-family, first lien Mortgage Loans formed and sold by

GS MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR AFFILIATES.

THIS CERTIFIES THAT:

CEDE & CO.

is the registered owner of the Percentage Interest evidenced by this Certificate in the Class A__ Certificates (the “Class A__ Certificates”) issued pursuant to a trust agreement, dated as specified above (the “Trust Agreement”), between GS Mortgage Securities Corp., as Depositor (hereinafter the “Depositor,” which term includes any successor entity under the Trust Agreement) and JPMorgan Chase Bank, as Trustee and custodian (in such capacities the “Trustee” and the “Custodian”), a summary of certain of the pertinent provisions of which is set forth hereafter.  The Trust Fund consists primarily of a pool of Mortgage Loans.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement and also is subject to certain terms and conditions set forth in (i) the Selle r’s Warranties and Servicing Agreement, dated as of August 1, 2002 (the “Seller’s Warranties and Servicing Agreement”), between GSMC and Wells Fargo Home Mortgage, Inc. (“Wells Fargo”) and (ii) the Assignment, Assumption and Recognition Agreement (the “Assignment Agreement”), dated as of September 1, 2002, between GSMC, Bank of America, N.A. and Wells Fargo to which the Servicing and Assignment Agreements the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Certificateholder is bound.

Distributions of principal of and interest on this Certificate (including the final distribution on this Certificate) will be made out of the related Available Distribution Amount, to the extent and subject to the limitations set forth in the Trust Agreement, on the 25th day of each month, or if such day is not a Business Day, the next succeeding Business Day, beginning in November 2002 (each, a “Distribution Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”).  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

Principal of and interest on this Certificate will be paid in accordance with the terms of the Trust Agreement, the Seller’s Warranties and Servicing Agreement and the Assignment Agreement.  Principal and interest allocated to this Certificate on any Distribution Date will be an amount equal to this Certificate’s Percentage Interest of the Available Distribution Amount to be distributed on this Class of Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Trust Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass- Through Certificates, Series 2002-11F (herein called the “Certificates”), and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the quotient, expressed as a percentage, obtained by dividing the denomination of this Certificate specified on the face hereof by the aggregate Certificate Balance of all the Class A__ Certificates.  The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.

Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated among the Classes of Certificates on the applicable Distribution Date in the manner set forth in the Trust Agreement.  To the extent provided in the Trust Agreement, with respect to Realized Losses and interest shortfalls, the Subordinate Certificates will be subordinated to the other Classes of Certificates and each of the Subordinate Certificates will be subordinated to each of the other Subordinate Certificates with a lower numerical class designation, if any.  All Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class, as described in the Trust Agreement.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement.  As provided in the Trust Agreement, withdrawals from the Collection Account, the Certificate Account and related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust Fund.

All distributions or allocations made with respect to each Class on any Distribution Date shall be allocated in accordance with the Trust Agreement.  Payment shall be made either (1) by check mailed to the address of each Certificateholder as it appears in the Certificate Register on the Record Date immediately prior to such Distribution Date or (2) by wire transfer of immediately available funds to the account of a Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Custodian in writing by the Record Date immediately prior to such Distribution Date and such Certificateholders is the registered owner of Regular Certificates with an initial Certificate Balance of at least $1,000,000.  The Custodian may charge the Certificateholder a fee for any payment made by wire transfer.  Final distribution on the Certificates will be made only upon surrender of the Certificates at the offices of the Certificate Registrar set forth in the notice of such final distribution.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee and the Custodian and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor, the Trustee and the Custodian with the consent of the Certificateholders entitled to at least 66% of the Voting Rights.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders .

The Certificates are issuable in fully registered form only, without coupons, in denominations specified in the Trust Agreement.  As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Depository or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Custodian or such other offices or agencies appointed by the Custodian for that purpose and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Custodian and the Certificate Registrar duly executed by the Certificateholder hereof, or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate Certificate Balance will be issued to the designated transferee or transferees.

As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination.  No service charge will be made for any such registration of transfer or exchange, but the Custodian may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Servicer, the Trustee, the Custodian and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee, the Custodian or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Custodian, the Servicer, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

The obligations created by the Trust Agreement will terminate upon payment to the Certificateholders of all amounts held in the Collection Account and the Certificate Account required to be paid to the Certificateholders pursuant to the Trust Agreement, following the earlier of: (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets of the Trust Fund by the Servicer specified in the Trust Agreement, when the aggregate Scheduled Principal Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.  Written notice of termination will be given to each Certificateholder, and the fina l distribution will be made only upon surrender and cancellation of the Certificates at an office or agency appointed by the Custodian which will be specified in the notice of termination.

Any such repurchase of Mortgage Loans and property acquired in respect of the Mortgage Loans shall be made at a price equal to the greater of (a) the sum of (i) 100% of the aggregate outstanding principal balance of the Mortgage Loans, plus accrued interest at the applicable mortgage interest rates and the amount of outstanding Servicing Advances on such mortgage loans through the Due Date preceding the date of repurchase and (ii) the fair market value of all other property in the Trust Fund and (b) the fair market value of the mortgage loans and all other property remaining in the Trust Fund.

Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

The Custodian has executed this Certificate on behalf of the Trust as Custodian under the Trust Agreement, and the Custodian shall be liable hereunder only in respect of the assets of the Trust Fund.

Capitalized terms used herein and not defined herein shall have the meaning given them in the Trust Agreement.

IN WITNESS WHEREOF, the Custodian has caused this Certificate to be duly executed.

Dated: October ___, 2002

JPMORGAN CHASE BANK,

as Custodian

By:                                                        

AUTHORIZED OFFICER

CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED TRUST AGREEMENT.

JPMORGAN CHASE BANK,

as Certificate Registrar

By:                                                            

AUTHORIZED SIGNATORY

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM-as tenants in common	UNIF GIFT MIN ACT – Custodian                 (Cust) (Minor)
TEN ENT -as tenants by the entireties
JT T EN- as joint tenants with rights of survivorship and not as Tenants in Common	Under Uniform Gifts to Minors Act                 (State)

Additional abbreviations may also be used though not in the above list.

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________________

________________________________________________________________________

(Please print or typewrite name and address of assignee)

the within Certificate and does hereby irrevocably constitute and appoint ________________ (Attorney) to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the premises.

Dated:                                                                                                                                             

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange for another national Certificates exchange. Notarized or witnessed signatures are not acceptable.

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distribution shall be made, by wire transfer or otherwise, in immediately available funds, to

___________________________, for the account of _____________________, account number

 _________________, or if mailed by check to ______________________________. Applicable

reports and statements should be mailed to __________________________. This information is

provided by ____________________________, the assignee named above, or

_______________, as agent.

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS B__ CERTIFICATE

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[Applicable to Class B1, Class B2 and Class B3 Certificates only; delete for Class B4, Class B5 and Class B6 Certificates]

THIS CLASS B__ CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERENCED HEREIN.

THIS CLASS B__ CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES.

THE PRINCIPAL OF THIS CLASS B__ CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE CUSTODIAN.

[NOTWITHSTANDING THE ABOVE, THIS SECURITY MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS SECURITY (A “PLAN INVESTOR”) UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL (A “BENEFIT PLAN OPINION”) TO THE EFFECT THAT THE PURCHASE OF THIS SECURITY WILL NOT (A) CAUSE THE ASSETS OF THE TRUST TO BE REGARDED AS “PLAN ASSETS” FOR PURPOSES OF APPLICABLE REGULATIONS, (B) GIVE RISE TO A FIDUCIARY DUTY UNDER ERISA ON THE PART OF ANY SELLERS, THE DEPOSITOR, ANY SE RVICER OR THE TRUSTEE OR (C) BE TREATED AS, OR RESULT IN, A PROHIBITED TRANSACTION UNDER SECTIONS 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE.]  [Applicable to Class B4, Class B5 and Class B6 Certificates only; delete for Class B1, Class B2 and Class B3 Certificates]

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS B__ CERTIFICATE

APPROXIMATE AGGREGATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B1 CERTIFICATES AS OF THE CLOSING DATE:  $[          ]	APPROXIMATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE:  $[            ]
INITIAL CERTIFICATE RATE PER ANNUM: [   ]%	PERCENTAGE INTEREST: 100%
MINIMUM DENOMINATION:	$250,000 AND $1 IN EXCESS OF $250,000
DATE OF THE TRUST AGREEMENT: AS OF OCTOBER 1, 2002	APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:  $873,585,810
CLOSING DATE: OCTOBER 30, 2002	SERVICERS: WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE: NOVEMBER 25, 2002
FINAL SCHEDULED DISTRIBUTION DATE: JULY 2032	TRUSTEE: JPMORGAN CHASE BANK
	CUSTODIAN: JPMORGAN CHASE BANK
NO. __	CUSIP NO. __________

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS B__ CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund consisting of the entire beneficial ownership of a pool of certain fixed-rate, one- to four-family, first lien Mortgage Loans formed and sold by

GS MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR AFFILIATES.

THIS CERTIFIES THAT:

[CEDE & CO.] [Applicable to Class B1, Class B2 and Class B3 Certificates only] [GOLDMAN, SACHS & CO.] [Applicable to Class B4, Class B5 and Class B6 Certificates only]

is the registered owner of the Percentage Interest evidenced by this Certificate in the Class B__ Certificates (the “Class B__ Certificates”) issued pursuant to a trust agreement, dated as specified above (the “Trust Agreement”), between GS Mortgage Securities Corp., as Depositor (hereinafter the “Depositor,” which term includes any successor entity under the Trust Agreement) and JPMorgan Chase Bank, as Trustee and custodian (in such capacities the “Trustee” and the “Custodian”), a summary of certain of the pertinent provisions of which is set forth hereafter.  The Trust Fund consists primarily of a pool of Mortgage Loans.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement and also is subject to certain terms and conditions set forth in (i) the Selle r’s Warranties and Servicing Agreement, dated as of August 1, 2002 (the “Seller’s Warranties and Servicing Agreement”), between GSMC and Wells Fargo Home Mortgage, Inc. (“Wells Fargo”) and (ii) the Assignment, Assumption and Recognition Agreement (the “Assignment Agreement”), dated as of September 1, 2002, between GSMC, Bank of America, N.A. and Wells Fargo to which the Servicing and Assignment Agreements the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Certificateholder is bound.

Distributions of principal of and interest on this Certificate (including the final distribution on this Certificate) will be made out of the related Available Distribution Amount, to the extent and subject to the limitations set forth in the Trust Agreement, on the 25th day of each month, or if such day is not a Business Day, the next succeeding Business Day, beginning in November 2002 (each, a “Distribution Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”).  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

Principal of and interest on this Certificate will be paid in accordance with the terms of the Trust Agreement, Seller’s Warranties and Servicing Agreements and the Assignment Agreement.  Principal and interest allocated to this Certificate on any Distribution Date will be an amount equal to this Certificate’s Percentage Interest of the Available Distribution Amount to be distributed on this Class of Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Trust Agreement.

[No transfer of this Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and effective registration or qualification under applicable state securities laws, or is made in a transaction that is exempt from the registration requirements of the 1933 Act.  By receipt of this Certificate, the Holder agrees to, and shall, indemnify the Depositor and the Trustee against any liability that may result if any transfer of this Certificate by the Holder is not exempt from registration under the 1933 Act and all applicable state securities laws or is not made in accordance with such federal and state laws.  Neither the Depositor nor the Trustee is obligated to register or qualify this Certificate under the 1933 Act or any other securities law or to take any action not otherwise required under the Trust Agreement to permit the transfer of this Certificate without such registration or qualification.  The Trustee shall not register any transfer of this Certificate unless and until (i) the prospective transferee provides the Trustee with a transferee agreement (in substantially the form attached to the Standard Terms to Trust Agreement (October 2002 Edition) (the “Standard Terms”)), and the transfer otherwise complies with the Trust Agreement and the Standard Terms and (ii) the transferor and transferee each certify as to the factual basis for the registration exemption(s) relied upon.  The Trustee may also require an Opinion of Counsel that such transfer may be made without registration or qualification under the 1933 Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor or the Trustee.  Notwithstanding the foregoing, no transferee agreement or Opinion of Counsel shall be required in connection with the initial transfer of this Certificate and no Opinion of Counsel shall be required in connection with the transfer of this Certificate by a broker or dealer, if such broker or dealer was the initial transferee.]  [Applicable to Class B4, Class B5 and Class B6 Certificates only; delete for Class B1, Class B2 and Class B3 Certificates]

[No transfer of this Certificate shall be made unless the Trustee shall have received from the prospective transferee of such Certificate, a benefit plan affidavit, acceptable to the Trustee and in substantially the form attached to the Standard Terms, to the effect that such transferee is not an employee benefit or other plan or arrangement subject to Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”), nor a person acting on behalf of or investing plan assets of any such plan or arrangement or an Opinion of Counsel in accordance with the provisions of the Standard Terms.  Notwithstanding anything else to the contrary herein, any purported transfer of this Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the opinion of counsel satisfactory to the Trustee as described above shall be void and of no effect.] [Applicable to Class B4, Class B5 and Class B6 Certificates only; delete for Class B1, Class B2 and Class B3 Certificates]

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass- Through Certificates, Series 2002-11F (herein called the “Certificates”), and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the quotient, expressed as a percentage, obtained by dividing the denomination of this Certificate specified on the face hereof by the aggregate Certificate Balance of all the Class B__ Certificates.  The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.

Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated among the Classes of Certificates on the applicable Distribution Date in the manner set forth in the Trust Agreement.  To the extent provided in the Trust Agreement, with respect to Realized Losses and interest shortfalls, the Subordinate Certificates will be subordinated to the other Classes of Certificates and each of the Subordinate Certificates will be subordinated to each of the other Subordinate Certificates with a lower numerical class designation, if any.  All Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class, as described in the Trust Agreement.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement.  As provided in the Trust Agreement, withdrawals from the Collection Account, the Certificate Account and related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust Fund.

All distributions or allocations made with respect to each Class on any Distribution Date shall be allocated in accordance with the Trust Agreement.  Payment shall be made either (1) by check mailed to the address of each Certificateholder as it appears in the Certificate Register on the Record Date immediately prior to such Distribution Date or (2) by wire transfer of immediately available funds to the account of a Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Custodian in writing by the Record Date immediately prior to such Distribution Date and such Certificateholders is the registered owner of Regular Certificates with an initial Certificate Balance of at least $1,000,000.  The Custodian may charge the Certificateholder a fee for any payment made by wire transfer.  Final distribution on the Certificates will be made only upon surrender of the Certificates at the offices of the Certificate Registrar set forth in the notice of such final distribution.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee and the Custodian and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor, the Trustee and the Custodian with the consent of the Certificateholders entitled to at least 66% of the Voting Rights.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders .

The Certificates are issuable in fully registered form only, without coupons, in denominations specified in the Trust Agreement.  As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Depository or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Custodian or such other offices or agencies appointed by the Custodian for that purpose and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Custodian and the Certificate Registrar duly executed by the Certificateholder hereof, or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate Certificate Balance will be issued to the designated transferee or transferees.

As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination.  No service charge will be made for any such registration of transfer or exchange, but the Custodian may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Servicer, the Trustee, the Custodian and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee, the Custodian or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Custodian, the Servicer, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

The obligations created by the Trust Agreement will terminate upon payment to the Certificateholders of all amounts held in the Collection Account and the Certificate Account required to be paid to the Certificateholders pursuant to the Trust Agreement, following the earlier of: (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets of the Trust Fund by the Servicer specified in the Trust Agreement, when the aggregate Scheduled Principal Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.  Written notice of termination will be given to each Certificateholder, and the fina l distribution will be made only upon surrender and cancellation of the Certificates at an office or agency appointed by the Custodian which will be specified in the notice of termination.

Any such repurchase of Mortgage Loans and property acquired in respect of the Mortgage Loans shall be made at a price equal to the greater of (a) the sum of (i) 100% of the aggregate outstanding principal balance of the Mortgage Loans, plus accrued interest at the applicable mortgage interest rates and the amount of outstanding Servicing Advances on such mortgage loans through the Due Date preceding the date of repurchase and (ii) the fair market value of all other property in the Trust Fund and (b) the fair market value of the mortgage loans and all other property remaining in the Trust Fund.

Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

The Custodian has executed this Certificate on behalf of the Trust as Custodian under the Trust Agreement, and the Custodian shall be liable hereunder only in respect of the assets of the Trust Fund.

Capitalized terms used herein and not defined herein shall have the meaning given them in the Trust Agreement.

IN WITNESS WHEREOF, the Custodian has caused this Certificate to be duly executed.

Dated: October ___, 2002

JPMORGAN CHASE BANK,

as Custodian

By:                                                         

AUTHORIZED OFFICER

CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED TRUST AGREEMENT.

JPMORGAN CHASE BANK,

as Certificate Registrar

By:                                                                

AUTHORIZED SIGNATORY

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM-as tenants in common	UNIF GIFT MIN ACT – Custodian                 (Cust) (Minor)
TEN ENT -as tenants by the entireties
JT T EN- as joint tenants with rights of survivorship and not as Tenants in Common	Under Uniform Gifts to Minors Act                 (State)

Additional abbreviations may also be used though not in the above list.

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER OF ASSIGNEE                                                           

                                                                                                                                                     &nb sp;

(Please print or typewrite name and address of assignee)

the within Certificate and does hereby irrevocably constitute and appoint                                   (Attorney) to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the premises.

Dated:                                                                                                                                             

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange for another national Certificates exchange. Notarized or witnessed signatures are not acceptable.

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distribution shall be made, by wire transfer or otherwise, in immediately available funds, to ___________________________, for the account of _____________________, account number _________________, or if mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________. This information is provided by ____________________________, the assignee named above, or _______________, as agent.

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS A-X CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO THE RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS.

THIS CLASS A-X CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL.

THIS CLASS A-X CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES.

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS A-X CERTIFICATE

APPROXIMATE AGGREGATE INITIAL NOTIONAL AMOUNT OF THE CLASS A-X CERTIFICATES AS OF THE CLOSING DATE:   $[        ]	APPROXIMATE INITIAL NOTIONAL AMOUNT OF THIS CERTIFICATE AS OF THE CLOSING DATE:  $[         ]
INITIAL CERTIFICATE RATE PER ANNUM: [     ]%	PERCENTAGE INTEREST: 100%
DENOMINATION:	SINGLE CERTIFICATE REPRESENTING THE ENTIRE CERTIFICATE BALANCE
DATE OF THE TRUST AGREEMENT: AS OF OCTOBER 1, 2002	APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:  $873,585,810
CLOSING DATE: OCTOBER 30, 2002	SERVICER: WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE: NOVEMER 25, 2002
FINAL SCHEDULED DISTRIBUTION DATE: JULY 2032	TRUSTEE: JPMORGAN CHASE BANK
	CUSTODIAN: JPMORGAN CHASE BANK
NO. ___	CUSIP NO. _________

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS A-X CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund consisting of the entire beneficial ownership of a pool of certain fixed-rate, one- to four-family, first lien Mortgage Loans formed and sold by

GS MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR AFFILIATES.

THIS CERTIFIES THAT:

CEDE & CO.

is the registered owner of the Percentage Interest evidenced by this Certificate in the Class A-X Certificates (the “Class A-X Certificates”) issued pursuant to a trust agreement, dated as specified above (the “Trust Agreement”), between GS Mortgage Securities Corp., as Depositor (hereinafter the “Depositor,” which term includes any successor entity under the Trust Agreement) and JPMorgan Chase Bank, as Trustee and custodian (in such capacities the “Trustee” and the “Custodian”), a summary of certain of the pertinent provisions of which is set forth hereafter.  The Trust Fund consists primarily of a pool of Mortgage Loans.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement and also is subject to certain terms and conditions set forth in (i) the Selle r’s Warranties and Servicing Agreement, dated as of August 1, 2002 (the “Seller’s Warranties and Servicing Agreement”), between GSMC and Wells Fargo Home Mortgage, Inc. (“Wells Fargo”) and (ii) the Assignment, Assumption and Recognition Agreement (the “Assignment Agreement”), dated as of September 1, 2002, between GSMC, Bank of America, N.A. and Wells Fargo to which the Servicing and Assignment Agreements the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Certificateholder is bound.

Distributions of interest on this Certificate (including the final distribution on this Certificate) will be made out of the related Available Distribution Amount, to the extent and subject to the limitations set forth in the Trust Agreement, on the 25th day of each month, or if such day is not a Business Day, the next succeeding Business Day, beginning in November 2002 (each, a “Distribution Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”). All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

This Certificate will not be entitled to any distribution of principal. Interest on this Certificate for any Distribution Date will accrue from and including the preceding Distribution Date through and including the day preceding the current Distribution Date, as further described in the Trust Agreement. Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s Percentage Interest of the Available Distribution Amount to be distributed on this Class of Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Trust Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates, Series 2002-11F (herein called the “Certificates”), and representing the Percentage Interest in the Class of Certificates specified on the face hereof equal to the quotient, expressed as a percentage, obtained by dividing the denomination of this Certificate specified on the face hereof by the aggregate Notional Amount of all of the Class A-X Certificates. The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.

Interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to Holders in the manner set forth in the Trust Agreement. All losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class, as described in the Trust Agreement.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement. As provided in the Trust Agreement, withdrawals from the Collection Account, the Certificate Account and related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust Fund.

All distributions or allocations made with respect to each Class on any Distribution Date shall be allocated in accordance with the Trust Agreement. Payment shall be made either (1) by check mailed to the address of each Certificateholder as it appears in the Certificate Register on the Record Date immediately prior to such Distribution Date or (2) by wire transfer of immediately available funds to the account of a Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Custodian in writing by the Record Date immediately prior to such Distribution Date and such Certificateholders is the registered owner of Regular Certificates with an initial Certificate Balance of at least $1,000,000. The Custodian may charge the Certificateholder a fee for any payment made by wire transfer. Final distri bution on the Certificates will be made only upon surrender of the Certificates at the offices of the Certificate Registrar set forth in the notice of such final distribution.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee and the Custodian and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor, the Trustee and the Custodian with the consent of the Certificateholders entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders.

The Certificates are issuable in fully registered form only, without coupons, in denominations specified in the Trust Agreement. As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Depository or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Custodian or such other offices or agencies appointed by the Custodian for that purpose and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Custodian and the Certificate Registrar duly executed by the Certificateholder hereof, or such C ertificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate Certificate Balance will be issued to the designated transferee or transferees.

As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination. No service charge will be made for any such registration of transfer or exchange, but the Custodian may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Servicer, the Trustee, Custodian and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee, the Custodian or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Custodian, the Servicer, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

The obligations created by the Trust Agreement will terminate upon payment to the Certificateholders of all amounts held in the Collection Account and the Certificate Account required to be paid to the Certificateholders pursuant to the Trust Agreement, following the earlier of: (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets of the Trust Fund by the Servicer specified in the Trust Agreement, when the aggregate Scheduled Principal Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.  Written notice of termination will be given to each Certificateholder, and the fina l distribution will be made only upon surrender and cancellation of the Certificates at an office or agency appointed by the Custodian which will be specified in the notice of termination.

Any such repurchase of Mortgage Loans and property acquired in respect of the Mortgage Loans shall be made at a price equal to the greater of (a) the sum of (i) 100% of the aggregate outstanding principal balance of the Mortgage Loans, plus accrued interest at the applicable mortgage interest rates and the amount of outstanding Servicing Advances on such mortgage loans through the Due Date preceding the date of repurchase and (ii) the fair market value of all other property in the Trust Fund and (b) the fair market value of the mortgage loans and all other property remaining in the Trust Fund.

Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

The Custodian has executed this Certificate on behalf of the Trust as Custodian under the Trust Agreement, and the Custodian shall be liable hereunder only in respect of the assets of the Trust Fund.

Capitalized terms used herein and not defined herein shall have the meaning given them in the Trust Agreement.

IN WITNESS WHEREOF, the Custodian has caused this Certificate to be duly executed.

Dated: October ___, 2002

JPMORGAN CHASE BANK,

as Custodian

By:                                                            

AUTHORIZED OFFICER

CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED TRUST AGREEMENT.

JPMORGAN CHASE BANK,

as Certificate Registrar

By:                                                           

AUTHORIZED SIGNATORY

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM-as tenants in common	UNIF GIFT MIN ACT – Custodian                 (Cust) (Minor)
TEN ENT -as tenants by the entireties
JT T EN- as joint tenants with rights of survivorship and not as Tenants in Common	Under Uniform Gifts to Minors Act                 (State)

Additional abbreviations may also be used though not in the above list.

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER OF ASSIGNEE                                                                

                                                                                                                                                     &nb sp;     

(Please print or typewrite name and address of assignee)

the within Certificate and does hereby irrevocably constitute and appoint

 (Attorney) to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the premises.

Dated:                                                                                                                                             

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange for another national Certificates exchange. Notarized or witnessed signatures are not acceptable.

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distribution shall be made, by wire transfer or otherwise, in immediately available funds, to ___________________________, for the account of _____________________, account number _________________, or if mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________.  This information is provided by ____________________________, the assignee named above, or _______________, as agent.

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS A-P CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CUSTODIAN OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CLASS A-P CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES.

THE PRINCIPAL OF THIS CLASS A-P CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE CUSTODIAN.

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS A-P CERTIFICATE

APPROXIMATE AGGREGATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-P CERTIFICATES AS OF THE CLOSING DATE:  $[         ]	APPROXIMATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE AS OF THE CLOSING DATE:  $[         ]
INITIAL CERTIFICATE RATE PER ANNUM: 0.00(1)%	PERCENTAGE INTEREST: 100%
DENOMINATION:	SINGLE CERTIFICATE REPRESENTING THE ENTIRE CERTIFICATE BALANCE
DATE OF THE TRUST AGREEMENT: AS OF OCTOBER 1, 2002	APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:  $873,585,810
CLOSING DATE: OCTOBER 30, 2002	SERVICER: WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE: NOVEMBER 25, 2002
FINAL SCHEDULED DISTRIBUTION DATE: JULY 2032	TRUSTEE: JPMORGAN CHASE BANK
	CUSTODIAN: JPMORGAN CHASE BANK
NO. ____	CUSIP NO. ________

______________________

(1)

This Certificate is a principal-only certificate and is not entitled to payments of interest.

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS A-P CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund consisting of the entire beneficial ownership of a pool of certain fixed-rate, one- to four-family, first lien Mortgage Loans formed and sold by

GS MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR AFFILIATES.

THIS CERTIFIES THAT:

CEDE & CO.

is the registered owner of the Percentage Interest evidenced by this Certificate in the Class A-P Certificates (the “Class A-P Certificates”) issued pursuant to a trust agreement, dated as specified above (the “Trust Agreement”), between GS Mortgage Securities Corp., as Depositor (hereinafter the “Depositor,” which term includes any successor entity under the Trust Agreement) and JPMorgan Chase Bank, as Trustee and custodian (in such capacities the “Trustee” and the “Custodian”), a summary of certain of the pertinent provisions of which is set forth hereafter.  The Trust Fund consists primarily of a pool of Mortgage Loans.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement and also is subject to certain terms and conditions set forth in (i) the Selle r’s Warranties and Servicing Agreement, dated as of August 1, 2002 (the “Seller’s Warranties and Servicing Agreement”), between GSMC and Wells Fargo Home Mortgage, Inc. (“Wells Fargo”) and (ii) the Assignment, Assumption and Recognition Agreement (the “Assignment Agreement”), dated as of September 1, 2002, between GSMC, Bank of America, N.A. and Wells Fargo to which the Servicing and Assignment Agreements the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Certificateholder is bound.

Distributions of principal of this Certificate (including the final distribution on this Certificate) will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Trust Agreement, on the 25th day of each month, or if such day is not a Business Day, the next succeeding Business Day, beginning in November 2002 (each, a “Distribution Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”).  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

Principal of this Certificate will be paid in accordance with the terms of the Trust Agreement, Seller’s Warranties and Servicing Agreement and the Assignment Agreement.  Principal allocated to this Certificate on any Distribution Date will be an amount equal to this Certificate’s Percentage Interest of the Available Distribution Amount to be distributed on this Class of Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Trust Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass- Through Certificates, Series 2002-11F (herein called the “Certificates”), and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the quotient, expressed as a percentage, obtained by dividing the denomination of this Certificate specified on the face hereof by the aggregate Certificate Balance of all the Class A-P Certificates.  The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.

Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated among the Classes of Certificates on the applicable Distribution Date in the manner set forth in the Trust Agreement.  To the extent provided in the Trust Agreement, with respect to Realized Losses and interest shortfalls, the Subordinate Certificates will be subordinated to the other Classes of Certificates and each of the Subordinate Certificates will be subordinated to each of the other Subordinate Certificates with a lower numerical class designation, if any.  All Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class, as described in the Trust Agreement.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement.  As provided in the Trust Agreement, withdrawals from the Collection Account, the Certificate Account and related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust Fund.

All distributions or allocations made with respect to each Class on any Distribution Date shall be allocated in accordance with the Trust Agreement.  Payment shall be made either (1) by check mailed to the address of each Certificateholder as it appears in the Certificate Register on the Record Date immediately prior to such Distribution Date or (2) by wire transfer of immediately available funds to the account of a Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Custodian in writing by the Record Date immediately prior to such Distribution Date and such Certificateholders is the registered owner of Regular Certificates with an initial Certificate Balance of at least $1,000,000.  The Custodian may charge the Certificateholder a fee for any payment made by wire transfer.  Final distribution on the Certificates will be made only upon surrender of the Certificates at the offices of the Certificate Registrar set forth in the notice of such final distribution.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee and the Custodian and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor, the Trustee and the Custodian with the consent of the Certificateholders entitled to at least 66% of the Voting Rights.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders .

The Certificates are issuable in fully registered form only, without coupons, in denominations specified in the Trust Agreement.  As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Depository or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Custodian or such other offices or agencies appointed by the Custodian for that purpose and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Custodian and the Certificate Registrar duly executed by the Certificateholder hereof, or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate Certificate Balance will be issued to the designated transferee or transferees.

As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination.  No service charge will be made for any such registration of transfer or exchange, but the Custodian may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

The Depositor, the Servicer, the Trustee, the Custodian and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee, the Custodian or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Custodian, the Servicer, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

The obligations created by the Trust Agreement will terminate upon payment to the Certificateholders of all amounts held in the Collection Account and the Certificate Account required to be paid to the Certificateholders pursuant to the Trust Agreement, following the earlier of: (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets of the Trust Fund by the Servicer (or, if the Servicer does not elect to do so, the Depositor), when the aggregate Scheduled Principal Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.  Written notice of termination will be given to each Cer tificateholder, and the final distribution will be made only upon surrender and cancellation of the Certificates at an office or agency appointed by the Custodian which will be specified in the notice of termination.

Any such repurchase of Mortgage Loans and property acquired in respect of the Mortgage Loans shall be made at a price equal to the greater of (a) the sum of (i) 100% of the aggregate outstanding principal balance of the Mortgage Loans, plus accrued interest at the applicable mortgage interest rates and the amount of outstanding Servicing Advances on such mortgage loans through the Due Date preceding the date of repurchase and (ii) the fair market value of all other property in the Trust Fund and (b) the fair market value of the mortgage loans and all other property remaining in the Trust Fund.

Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

The Custodian has executed this Certificate on behalf of the Trust as Custodian under the Trust Agreement, and the Custodian shall be liable hereunder only in respect of the assets of the Trust Fund.

Capitalized terms used herein and not defined herein shall have the meaning given them in the Trust Agreement.

IN WITNESS WHEREOF, the Custodian has caused this Certificate to be duly executed.

Dated: October ___, 2002

JPMORGAN CHASE BANK,

as Custodian

By:                                                               

AUTHORIZED OFFICER

CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED TRUST AGREEMENT.

JPMORGAN CHASE BANK,

as Certificate Registrar

By:                                                                 

AUTHORIZED SIGNATORY

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM-as tenants in common	UNIF GIFT MIN ACT – Custodian                 (Cust) (Minor)
TEN ENT -as tenants by the entireties
JT T EN- as joint tenants with rights of survivorship and not as Tenants in Common	Under Uniform Gifts to Minors Act                 (State)

Additional abbreviations may also be used though not in the above list.

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

_________________________________________________________

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER OF ASSIGNEE                                                                

                                                                                                                                                     &nb sp;     

(Please print or typewrite name and address of assignee)

the within Certificate and does hereby irrevocably constitute and appoint                                    (Attorney) to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the premises.

Dated:                                                                                                                                             

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange for another national Certificates exchange. Notarized or witnessed signatures are not acceptable.

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distribution shall be made, by wire transfer or otherwise, in immediately available funds, to ___________________________, for the account of _____________________, account number _________________, or if mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________. This information is provided by ____________________________, the assignee named above, or _______________, as agent.

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2002-11F

CLASS R CERTIFICATE

ANY TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE CUSTODIAN A RESIDUAL TRANSFEREE AGREEMENT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS, AND AN AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, ALL AS DESCRIBED IN THE TRUST AGREEMENT REFERRED TO HEREIN.  NO TRANSFER OF A CLASS R CERTIFICATE SHALL BE PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH GENERALLY INCLUDES ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME TAXATION (INCLUDING THE TAX ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME DERIVED FROM THIS CLASS R CERTIFICATE.  NOTWITHSTANDING THE FULFILLMENT OF THE PREREQUISITES DESCRIBED ABOVE, THE CUSTODIAN MAY REFUSE TO RECOGNIZE A TRANSFER TO THE EXTENT NECESSARY TO AVOID A RISK OF (1) DISQUALIFICATION OFTHE RELATED REMIC AS A REMIC OR (2) THE IMPOSITION OF A TAX UPON SUCH REMIC.  NO TRANSFER OF LESS THAN AN ENTIRE INTEREST IN A CLASS R CERTIFICATE MAY BE MADE UNLESS (1) THE INTEREST TRANSFERRED IS AN UNDIVIDED INTEREST OR (2) THE TRANSFEROR OR THE TRANSFEREE HAS PROVIDED THE CUSTODIAN WITH AN OPINION THAT THE TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF THE RELATED REMIC.  RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE ARE DESCRIBED MORE FULLY HEREIN.

NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE (A “PLAN INVESTOR”).

THIS CLASS R CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE FOR FEDERAL INCOME TAX PURPOSES.

THE PRINCIPAL OF THIS CLASS R CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE.  ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE CUSTODIAN.

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-11F

CLASS R CERTIFICATE

	PERCENTAGE INTEREST: [      ]%
DATE OF THE TRUST AGREEMENT: AS OF OCTOBER 1, 2002	APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:  $873,585,810
CLOSING DATE: OCTOBER 30, 2002	SERVICER: WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE: NOVEMBER 25, 2002	TRUSTEE: JPMORGAN CHASE BANK
FINAL SCHEDULED DISTRIBUTION DATE: JULY 2032	CUSTODIAN: JPMORGAN CHASE BANK
NO. ___	CUSIP NO. ________

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2002-11F

CLASS R CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund consisting of the entire beneficial ownership of a pool of certain fixed-rate, one- to four-family, first lien Mortgage Loans formed and sold by

GS MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE CUSTODIAN, THE TRUSTEE OR ANY OF THEIR AFFILIATES.  

THIS CERTIFIES THAT:

[[                   ]]

is the registered owner of the Percentage Interest evidenced by this Certificate in the Class R Certificates (the “Class R Certificates”) issued pursuant to a trust agreement, dated as specified above (the “Trust Agreement”), between GS Mortgage Securities Corp., as Depositor (hereinafter the “Depositor,” which term includes any successor entity under the Trust Agreement) and JPMorgan Chase Bank, as Trustee and custodian (in such capacities the “Trustee” and the “Custodian”), a summary of certain of the pertinent provisions of which is set forth hereafter.  The Trust Fund consists primarily of a pool of Mortgage Loans.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement and also is subject to certain terms and conditions set forth in (i) the Seller
46;s Warranties and Servicing Agreement, dated as of August 1, 2002 (the “Seller’s Warranties and Servicing Agreement”), between GSMC and Wells Fargo Home Mortgage, Inc. (“Wells Fargo”) and (ii) the Assignment, Assumption and Recognition Agreement (the “Assignment Agreement”), dated as of September 1, 2002, between GSMC, Bank of America, N.A. and Wells Fargo to which the Servicing and Assignment Agreements the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Certificateholder is bound.

Distributions of principal of and interest on this Certificate (including the final distribution on this Certificate) will be made out of the related Available Distribution Amount, to the extent and subject to the limitations set forth in the Trust Agreement, on the 25th day of each month, or if such day is not a Business Day, the next succeeding Business Day, beginning in November 2002 (each, a “Distribution Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the “Record Date”).  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

Distributions on this Certificate will be paid in accordance with the terms of the Trust Agreement, the Seller’s Warranties and Servicing Agreement and the Assignment Agreement.  Distributions allocated to this Certificate on any Distribution Date will be an amount equal to this Certificate’s Percentage Interest of the Available Distribution Amount to be distributed on this Class of Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Trust Agreement.

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass- Through Certificates, Series 2002-11F (herein called the “Certificates”), and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the quotient, expressed as a percentage, obtained by dividing the denomination of this Certificate specified on the face hereof by the aggregate Certificate Balance of all the Class R Certificates.  The Class R Certificates are sometimes referred to as the “Residual Interest Certificates.”  The Holder of this Certificate will be treated for federal income tax purposes as the beneficial owner of a “residual interest” in a REMIC.  The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement.  The Certifi cates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.

Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated among the Classes of Certificates on the applicable Distribution Date in the manner set forth in the Trust Agreement.  To the extent provided in the Trust Agreement, with respect to Realized Losses and interest shortfalls, the Subordinate Certificates will be subordinated to the other Classes of Certificates and each of the Subordinate Certificates will be subordinated to each of the other Subordinate Certificates with a lower numerical class designation, if any.  All Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class, as described in the Trust Agreement.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement.  As provided in the Trust Agreement, withdrawals from the Collection Account, the Certificate Account and related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust Fund.

All distributions or allocations made with respect to each Class on any Distribution Date shall be allocated in accordance with the Trust Agreement.  Payment shall be made either (1) by check mailed to the address of each Certificateholder as it appears in the Certificate Register on the Record Date immediately prior to such Distribution Date or (2) by wire transfer of immediately available funds to the account of a Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Custodian in writing by the Record Date immediately prior to such Distribution Date and such Certificateholders is the registered owner of Regular Certificates with an initial Certificate Balance of at least $1,000,000.  The Custodian may charge the Certificateholder a fee for any payment made by wire transfer.  Final distribution on the Certificates will be made only upon surrender of the Certificates at the offices of the Certificate Registrar set forth in the notice of such final distribution.

By accepting this Certificate, the Holder of this Certificate agrees to be bound by the provisions of the Trust Agreement, and in particular, agrees that it shall (i) take any action required by the Code or Treasury regulations thereunder in order to create or maintain the REMIC status of the REMIC and (ii) refrain from taking any action that could endanger such status.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee and the Custodian and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor, the Trustee and the Custodian with the consent of the Certificateholders entitled to at least 66% of the Voting Rights.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders .

The Certificates are issuable in fully registered form only, without coupons, in denominations specified in the Trust Agreement.  As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Depository or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Custodian or such other offices or agencies appointed by the Custodian for that purpose and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Custodian and the Certificate Registrar duly executed by the Certificateholder hereof, or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate Certificate Balance will be issued to the designated transferee or transferees.

As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination.  No service charge will be made for any such registration of transfer or exchange, but the Custodian may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

No transfer of any Class R Certificates shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”) and effective registration or qualification under applicable state certificates laws, or is made in a transaction that does not require such registration or qualification.  In the event that a transfer is to be made without registration or qualification under the Act and applicable state certificates laws, the Custodian shall require that the transferee certify as to facts that, if true, would mean that the proposed transferee is a Qualified Institutional Buyer.  Neither the Depositor nor the Custodian is obligated to register or qualify any of the Class R Certificates under the Act or any other certificates law or to take any action not otherwise required under t he Trust Agreement to permit the transfer of such Certificates without such registration or qualification.  Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Depositor and the Custodian against any liability that may result if the transfer is not exempt from registration under the Act and all applicable state certificates laws or is not made in accordance with such federal and state laws.

Notwithstanding anything herein to the contrary, any purported transfer of a Class R Certificate to or on behalf of a Plan Investor shall be null and void.

In addition, the Custodian shall not register any transfer of a Class R Certificate (including any beneficial interest therein) to a Disqualified Organization. In addition, no Class R Certificate (or any beneficial interest therein) may be transferred unless the proposed transferee thereof provides the Custodian with (i) a Residual Transferee Agreement and (ii) (A) if the proposed transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has “tax avoidance potential” as defined in Treasury Regulations Section 1.860G-3(a)(2) or (B) if the proposed transferee is a U.S. Person, an affidavit of the proposed transferee in substantially the form attached to the Standard Terms.  Notwithstanding the fulfillment o f the prerequisites described above, the Custodian may refuse to recognize any transfer to the extent necessary to avoid a risk of (i) disqualification of the REMIC as a REMIC or (ii) the imposition of a tax upon the REMIC.  Any attempted transfer in violation of the foregoing restrictions shall be null and void and shall not be recognized by the Custodian.

If a tax or a reporting cost is borne by the REMIC as a result of the transfer of a Class R Certificate (or any beneficial interest therein) in violation of the restrictions set forth herein and in the Trust Agreement, the Custodian shall pay such tax or reporting cost with amounts that otherwise would have been paid to the transferee of the Class R Certificate (or beneficial interest therein).  In that event, neither the transferee nor the transferor shall have any right to seek repayment of such amounts from the Depositor or the Custodian, the Trust, the REMIC, or any other Holders, and none of such parties shall have any liability for payment of any such tax or reporting cost.

The Depositor, the Servicer, the Trustee, the Custodian and the Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee, the Custodian or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Custodian, the Servicer, the Certificate Registrar or any such agent shall be affected by notice to the contrary.

The obligations created by the Trust Agreement will terminate upon payment to the Certificateholders of all amounts held in the Collection Account and the Certificate Account required to be paid to the Certificateholders pursuant to the Trust Agreement, following the earlier of: (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets of the Trust Fund by the Servicer specified in the Trust Agreement, when the aggregate Scheduled Principal Balance of the Mortgage Loans equals 10% or less of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.  Written notice of termination will be given to each Certificateholder, and the fina l distribution will be made only upon surrender and cancellation of the Certificates at an office or agency appointed by the Custodian which will be specified in the notice of termination.

Any such repurchase of Mortgage Loans and property acquired in respect of the Mortgage Loans shall be made at a price equal to the greater of (a) the sum of (i) 100% of the aggregate outstanding principal balance of the Mortgage Loans, plus accrued interest at the applicable mortgage interest rates and the amount of outstanding Servicing Advances on such mortgage loans through the Due Date preceding the date of repurchase and (ii) the fair market value of all other property in the Trust Fund and (b) the fair market value of the mortgage loans and all other property remaining in the Trust Fund.

Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

The Custodian has executed this Certificate on behalf of the Trust as Custodian under the Trust Agreement, and the Custodian shall be liable hereunder only in respect of the assets of the Trust Fund.

Capitalized terms used herein and not defined herein shall have the meaning given them in the Trust Agreement.

IN WITNESS WHEREOF, the Custodian has caused this Certificate to be duly executed.

Dated: October ___, 2002

JPMORGAN CHASE BANK,

as Custodian

By:                                                          

AUTHORIZED OFFICER

CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED TRUST AGREEMENT.

JPMORGAN CHASE BANK,

as Certificate Registrar

By:                                                             

AUTHORIZED SIGNATORY

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM-as tenants in common	UNIF GIFT MIN ACT – Custodian                 (Cust) (Minor)
TEN ENT -as tenants by the entireties
JT T EN- as joint tenants with rights of survivorship and not as Tenants in Common	Under Uniform Gifts to Minors Act                 (State)

Additional abbreviations may also be used though not in the above list.

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER OF ASSIGNEE                                                               

                                                                                                                                                     &nb sp;    

(Please print or typewrite name and address of assignee)

the within Certificate and does hereby irrevocably constitute and appoint                                      

 (Attorney) to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the premises.

Dated:                                                                                                                                             

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange for another national Certificates exchange. Notarized or witnessed signatures are not acceptable.

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distribution shall be made, by wire transfer or otherwise, in immediately available funds, to ___________________________, for the account of _____________________, account number _________________, or if mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________. This information is provided by ____________________________, the assignee named above, or _______________, as agent.

EX-4

EXHIBIT 4.5.2

STANDARD TERMS TO TRUST AGREEMENT (OCTOBER 2002 EDITION)

STANDARD TERMS

TO

TRUST AGREEMENT

GS Mortgage Securities Corp.,
Depositor

GSR Mortgage Loan Trust 2002-11F

Mortgage Pass-Through Certificates, Series 2002-11F

October 2002 Edition

TABLE OF CONTENTS

Page

ARTICLE I. DEFINITIONS

1

Section 1.01

Defined Terms

1

ARTICLE II. MORTGAGE LOAN FILES

17

Section 2.01

Mortgage Loan Files

17

Section 2.02

Acceptance by the Trustee

18

Section 2.03

Purchase of Mortgage Loans by the Servicer, the Seller, GSMC

or the Depositor

20

Section 2.04

Representations and Warranties of the Depositor

24

ARTICLE III. ADMINISTRATION OF THE TRUST

26

Section 3.01

Certificate Account

26

Section 3.02

Filings with the Commission

27

Section 3.03

REMIC I, REMIC II or REMIC III Accounts

27

Section 3.04

Trustee to Cooperate; Release of Mortgage Files

28

Section 3.05

Amendments to Servicing Agreement

29

Section 3.06

Administrator Advances

30

Section 3.07

Enforcement of Servicing Agreement

31

ARTICLE IV. REPORTING/REMITTING TO CERTIFICATEHOLDERS

31

Section 4.01

Statements to Certificateholders

31

Section 4.02

Remittance Reports and other Reports from the Servicer

33

Section 4.03

Compliance with Withholding Requirements

34

Section 4.04

Reports of Certificate Balances to The Depository Trust Company

34

Section 4.05

Preparation of Regulatory Reports

35

Section 4.06

Management and Disposition of REO Property

35

ARTICLE V. THE INTERESTS AND THE SECURITIES

35

Section 5.01

REMIC Interests

35

Section 5.02

The Certificates

35

Section 5.03

Book-Entry Securities

36

Section 5.04

Registration of Transfer and Exchange of Certificates

37

Section 5.05

Restrictions on Transfer

38

Section 5.06

Mutilated, Destroyed, Lost or Stolen Certificates

41

Section 5.07

Persons Deemed Owners

41

Section 5.08

Appointment of Paying Agent

41

ARTICLE VI. THE DEPOSITOR

41

Section 6.01

Liability of the Depositor

41

ARTICLE VII. TERMINATION OF SERVICING ARRANGEMENTS

42

Section 7.01

Termination and Substitution of Servicer

42

Section 7.02

Notification to Certificateholders

43

ARTICLE VIII. CONCERNING THE TRUSTEE

43

Section 8.01

Duties of Trustee

43

Section 8.02

Certain Matters Affecting the Trustee

44

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans

47

Section 8.04

Trustee May Own Certificates

47

Section 8.05

Trustee’s Fees and Expenses

47

Section 8.06

Eligibility Requirements for Trustee

48

Section 8.07

Resignation and Removal of the Trustee

48

Section 8.08

Successor Trustee

48

Section 8.09

Merger or Consolidation of Trustee

49

Section 8.10

Appointment of Co-Trustee or Separate Trustee

49

Section 8.11

Appointment of Custodians

50

Section 8.12

Appointment of Office or Agent

50

ARTICLE IX. TERMINATION OF TRUST

52

Section 9.01

Qualified Liquidation

52

Section 9.02

Termination

52

Section 9.03

Procedure for Termination

52

Section 9.04

Additional Termination Requirements

53

ARTICLE X. REMIC TAX PROVISIONS

54

Section 10.01

REMIC Administration

54

Section 10.02

Prohibited Activities

56

ARTICLE XI. MISCELLANEOUS PROVISIONS

57

Section 11.01

Amendment of Trust Agreement

57

Section 11.02

Recordation of Agreement; Counterparts

58

Section 11.03

[Reserved]

59

Section 11.04

Notices

59

Section 11.05

All demands and notices under the Trust

59

Section 11.06

Severability of Provision

60

Section 11.07

Sale of Mortgage Loans

60

Section 11.08

Notice to Rating Agencies

60

Exhibit A

Form of Trust Receipt

Exhibit B

Form of Final Certification

Exhibit C

Form of Rule 144A Agreement - QIB Certification

Exhibit D

Form of Transferee Agreement

Exhibit E

Form of Benefit Plan Affidavit

Exhibit F

Form of Residual Transferee Agreement

Exhibit G-1

Form of Non-U.S. Person Affidavit

Exhibit G-2

Form of U.S. Person Affidavit

RECITALS

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

STANDARD PROVISIONS

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

ARTICLE I.

DEFINITIONS

Section 1.01

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

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

“Administrative Cost Rate”: The sum of the Servicing Fee Rates and the Trustee Fee Rate.

“Administrator Advance”: As defined in Section 3.05 hereof.

“Advance”: As to any Mortgage Loan, any advance of principal and interest, taxes, insurance or expenses made by a Servicer or an Administrator Advance.

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

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

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

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

“Available Distribution Amount”: Unless otherwise provided in the Trust Agreement, on each Distribution Date the Available Distribution Amount shall equal (i) the sum of the following: (A) all amounts credited to the Collection Account as of the close of business on the related Distribution Date, (B) an amount equal to Monthly Advances made on or before the previous Distribution Date, to the extent such Monthly Advance was made from funds on deposit in any related Collection Account held for future distribution, (C) all Monthly Advances made with respect to such Distribution Date (to the extent not included in clause (B) above) and (D) all amounts deposited into the Certificate Account to effect a Terminating Purchase in accordance with Section 9.02 minus (ii) the sum of (A) any Principal Prepayments (including Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds) or Payoffs received after the related Principal Prepayment Period, (B) Monthly Payments collected but due on a Due Date or Dates subsequent to the related Due Period and (C) reinvestment income on amounts deposited in any Collection Account to the extent included in (i) above.

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

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

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

“Benefit Plan Opinion”: An Opinion of Counsel satisfactory to the Trustee (and upon which the Depositor, the Tax Matters Person, and the Trustee are authorized to rely) to the effect that the proposed transfer will not (a) cause the assets of the Trust to be regarded as plan assets for purposes of the Plan Asset Regulations, (b) give rise to any fiduciary duty under ERISA, on the part of the Depositor, the Trustee or the Servicer, or (c) result in, or be treated as, a prohibited transaction under Sections 406 or 407 of ERISA or Section 4975 of the Code. Obtaining a Benefit Plan Opinion shall not be a cost or expense of the Depositor, the Tax Matters Person or the Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Distribution Date”: Except as otherwise provided in the Trust Agreement, the Business Day after the Remittance Date in any month, commencing in the month following the Closing Date.

“Distribution Statement”: As defined in Section 4.01.

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

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

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

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

“Event of Default”: As defined in the applicable Servicing Agreement.

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

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

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

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

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

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

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

“Initial Purchaser”: Goldman, Sachs & Co.

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

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

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

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

“JPMorgan Chase”: JPMorgan Chase Bank and its successors.

“Liquidation Loss”: The excess, upon a disposition of a defaulted Mortgage Loan, of (i) the amount owed by the Borrower thereunder, including all Advances, over (ii) the Liquidation Proceeds thereof.

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

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

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

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

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

“Monthly Advance”: The aggregate amount of the (i) advances made by a Servicer on any Remittance Date in respect of delinquent Monthly Payments pursuant to the applicable Servicing Agreement and (ii) any Administrator Advances made in respect of any such delinquent Monthly Payment pursuant to Section 3.05.

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

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

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

(a)

the Servicer (Depositor) loan number;

(b)

the Borrower’s name;

(c)

the original principal balance; and

(d)

the Scheduled Principal Balance as of the Cut off Date;

together with such additional information as may be reasonably requested by the Trustee.

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

“Mortgagor”: Borrower.

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

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

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

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

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

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

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

“Par Price”: An amount equal to (i) 100% of the Scheduled Principal Balance of each Mortgage Loan remaining in the Trust on the day of such purchase, plus accrued interest thereon at the Note Rate to the Due Date in the month in which the Termination Price is distributed to Certificateholders, plus (ii) the lesser of (A) the Scheduled Principal Balance of the Mortgage Loan for any REO Property remaining in the Trust, plus accrued interest thereon at the Note Rate (less the related Servicing Fee Rate) to the Due Date in the month in which the Termination Price is distributed to Certificateholders, and (B) the current appraised value of any such REO Property, such appraisal to be conducted by an appraiser satisfactory to the Trustee.

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

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

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

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

money market funds administered by the Trustee or any of its affiliates that have been rated by the Rating Agency in either (A) one of its two highest long-term unsecured debt rating categories or (B) its highest short-term unsecured debt rating category; and

(vi)

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

provided, however, that no investment described above shall constitute a Permitted Investment (A) if such investment evidences either the right to receive (i) only interest with respect to the obligations underlying such instrument or (ii) both principal and interest payments derived from obligations underlying such instrument if the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations or (B) if such investment is not a “permitted investment” for purposes of the REMIC Provisions; and provided further, that no investment described above shall constitute a Permitted Investment unless such investment matures no later than the Business Day immediately preceding the Distribution Date on which the funds invested therein are req uired to be distributed (or, in the case of an investment that is an obligation of the institution in which the account is maintained, no later than such Distribution Date). The Trustee shall not sell or permit the sale of any Permitted Investment unless it shall have determined that such a sale would not result in a prohibited transaction in which a gain would be realized under the REMIC Provisions.

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

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

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

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

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

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

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

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

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

“Purchase Price”: With respect to a Mortgage Loan purchased from the Trust, an amount equal to the Scheduled Principal Balance of the Mortgage Loan, plus accrued and unpaid interest thereon at the Note Rate to the last day of the month in which the purchase occurs, less any amounts received in respect of such Mortgage Loan and being held in the Collection Account.

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

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

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

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

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

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

“Record Date”: With respect to each Distribution Date, the last Business Day of the month immediately preceding the month in which such Distribution Date occurs.

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

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

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

“REMIC I”: The REMIC consisting primarily of the Regular Interests in the Mortgage Loans and the Certificate Account.

“REMIC I Interests”: The interests issued by the Trust that represent the Regular Interests in REMIC I.

“REMIC II”: The REMIC consisting primarily of the Regular Interests in REMIC I and the Sub-Distribution Account.

“REMIC II Distribution Account”: With respect to a Triple REMIC Series, an Eligible Account maintained by the Trustee for REMIC II, which REMIC II Distribution Account shall be considered an asset of REMIC II.

“REMIC II Interests”: The interests issued by the Trust that represent the Regular Interests in REMIC II.

“REMIC III”: The REMIC consisting primarily of the Regular Interests in REMIC II and the REMIC II Distribution Account.

“REMIC III Interests”: The interests issued by the Trust that represent the Regular Interests in REMIC III.

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

“Remittance Date”: As defined in the Trust Agreement.

“Remittance Report”: The report (either a data file or hard copy) that is prepared by the Servicer for the Trustee and contains the information specified in any designated exhibit attached to the Servicing Agreement.

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

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

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

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

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

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

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

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

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

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

“Sale Agreement”: The Sales Agreement or Agreements identified in the Trust Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

“Shortfall”: Month End Interest Shortfall and Soldiers’ and Sailors’ Shortfall.

“Soldiers’ and Sailors’ Shortfall”: Interest losses on a Mortgage Loan resulting from application of the Soldiers’ and Sailors’ Civil Relief Act of 1940.

“Special Tax Consent”: The written consent of the Holder of a Residual Certificate to any tax (or risk thereof) arising out of a proposed transaction or activity that may be imposed upon such Holder or that may affect adversely the value of such Holder’s Residual Certificate.

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

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

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

“Terminating Purchase”: The purchase of all Mortgage Loans and each REO Property owned by a Trust pursuant to Section 9.02 hereof.

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

“Termination Price”: The greater of (i) the Par Price and (ii) the sum of the aggregate fair market value of all of the assets of the Trust (as determined by the Trustee in consultation with the Initial Purchaser (or, if the Initial Purchaser is unwilling or unable to serve in that capacity, a financial advisor selected by the Trustee in a commercially reasonable manner, whose fees will be an expense of the Depositor (or other party causing the Termination Purchase)) based upon the mean of bids from at least three recognized broker/dealers that deal in similar assets) as of the close of business on the third Business Day preceding the date upon which notice of any such termination is furnished to Certificateholders pursuant to Section 9.03; provided, however, that in determining such aggregate fair market value, the Trustee shall be entitled to conclusively rely on such bids or the opinion of a nationally recognized investment banker (the fees of which shall be an expense of the Trust. The fair market value of the assets in the Trust or the appraised value of any REO Property shall be based upon the inclusion of accrued interest to the last day of the month in which the Termination Price is distributed to the Certificateholders, at the applicable Note Rate (less the related Administrative Cost Rate) on the Scheduled Principal Balance of each Mortgage Loan (including any Mortgage Loan which became an REO Property as to which an REO Property Disposition has not occurred).

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

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

“Trust Agreement” or this “Agreement”: The Trust Agreement, dated as of October 1, 2001, among the Depositor and the Trustee relating to the issuance of Certificates, and into which these Standard Terms are incorporated by reference.

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

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

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

“Trustee Fee”: Unless otherwise provided in the Trust Agreement, on any Distribution Date, an amount equal to one-twelfth of the Trustee Fee Rate, which is reflected in a separate fee letter agreement.

“Trustee Fee Rate”: The amount set forth in the Trust Agreement.

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

(i)

The original executed mortgage note endorsed, “Pay to the order of ________________ or in the name of the Trustee, JPMorgan Chase Bank, as trustee under a Trust Agreement, dated as of October 1, 2002, without recourse”, and signed in the name of the Seller (or an affiliate of such Seller, if applicable) by an officer of such Seller (or an affiliate of such Seller, if applicable), or a Lost Document Affidavit with a copy of the original mortgage note attached; provided that unless otherwise provided in the related Sale Agreement, the words “JPMorgan Chase Bank, as trustee under a Trust Agreement, dated as of October 1, 2002” shall be inserted into the blank; and provided that the mortgage note shall include all intervening original endorsements showing a complete chain of title from the originator to such Seller (or an affiliate of su ch Seller, if applicable);

(ii)

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

(iii)

The original assignment of each Mortgage from the related Seller (or its affiliate, if applicable) delivered in blank in recordable form;

(iv)

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

(v)

Originals of any intervening assignments of the mortgage necessary to show a complete chain of title from the original mortgagee to the Seller, or certified copies thereof, in either case with evidence of recording noted thereon; provided, that such intervening assignments may be in the form of blanket assignments, a copy of which, with evidence of recording noted thereon, shall be acceptable;

(vi)

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

(vii)

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

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

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

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

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

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

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

ARTICLE II.

MORTGAGE LOAN FILES

Section 2.01

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

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

Section 2.02

Acceptance by the Trustee.

(a)

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

(b)

The Trustee will cause the Custodian to review, for the benefit of the Certificateholders and the parties hereto, each Trustee Mortgage Loan File and deliver to the Trustee (with a copy to the Depositor) on the Closing Date a Trust Receipt with respect to each Mortgage Loan to the effect that, except as specifically noted on a schedule of exceptions thereto (the “Exceptions List”):

(i)

all documents required to be delivered to it pursuant to clause (a) through (f) of the definition of Trustee Mortgage Loan File are in the Trustee’s or Custodian’s possession;

(ii)

all documents required to be delivered to it pursuant to clause 1(g) of the definition of Trustee Mortgage Loan File are in the Trustee's or Custodian’s possession, provided that

(A)

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

(B)

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

(iii)

all powers of attorney required to be delivered to it pursuant to clause (h) of the definition of Trustee Mortgage Loan File are in the Custodian’s possession, provided that

(A)

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

(B)

the Custodian shall have no obligation to determine whether recordation of any such power of attorney is necessary (except that the Custodian shall conclude that if the document to which such power of attorney relates is a mortgage, interim assignment, assignment or a document that was recorded, then the Custodian shall conclude that such power of attorney should have been recorded);

(iv)

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

(v)

that each mortgage note has been endorsed and each assignment of mortgage has been assigned as described in the definition of Trustee Mortgage Loan File, provided that the Custodian shall have no obligation to confirm that the assignments are in recordable form. In making the verification required by this Section 2.02(b), the Custodian may rely conclusively on the Mortgage Loan Schedule attached hereto, and the Custodian shall have no obligation to independently verify the correctness of such Mortgage Loan Schedule.

(c)

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

(i)

each mortgage note, mortgage, assumption, modification, guaranty, power of attorney and deed of sale bears a signature or signatures that appear to be original and that purport to be that of the Person or Persons named as the maker and mortgagor/trustor or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures;

(ii)

except for the endorsement required pursuant to clause (a) of the definition of Trustee Mortgage Loan File, neither the mortgage nor any assignment, on the face or the reverse side(s) thereof, contains evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer;

(iii)

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

(iv)

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

(v)

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

(vi)

if intervening assignments are included in the Trustee Mortgage Loan File, each such intervening assignment bears the signature of the mortgagee and/or the assignor (and any other necessary party) that appears to be an original or, if photocopies are permitted, that such copies bear a reproduction of such signature or signatures; and

(vii)

the title insurance policy or certificate of title is for an amount not less than the original principal amount of the related note.

(d)

Prior to the first anniversary date of the Closing Date, the Custodian shall deliver to the Depositor, the Trustee and each Servicer a Final Certification evidencing the completeness of the Trustee Mortgage Loan File for each Mortgage Loan, with any applicable exceptions noted on such Certification.

(e)

No later than the fifth Business Day of each month, commencing the first month following the month in which the Closing Date occurs, the Custodian shall deliver to each Servicer (or such other party responsible for recordation of any Mortgages and/or assignments as specified in the related Servicing Agreement), and the Depositor in hard copy format (and, if requested, in electronic format), the Exceptions List, updated to remove exceptions cured since the Closing Date. In addition, such monthly reports shall list any document with respect to which the related Seller delivered a copy certifying that the original had been sent for recording, until such time as the related Seller or Servicer delivers to the Trustee (or Custodian) the original of such document or a copy thereof certified by the appropriate public recording office.

(f)

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

Section 2.03

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

(a)

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

(b)

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

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

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

(c)

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

(d)

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

In the event the Depositor has breached a representation or warranty under Section 2.04 hereof that is substantially identical to a representation or warranty breached by a Servicer or Seller, the Trustee shall first proceed against the applicable Servicer or Seller, as appropriate. If such Servicer or Seller, as appropriate, does not within the cure period set forth in the related Sale Agreement or Servicing Agreement, as applicable, either take steps to cure such breach (which may be evidenced by a certificate asking for an extension of time in which to effectuate a cure) or complete the purchase of or substitution for the Mortgage Loan, then (i) the Trustee shall enforce the obligations of the Depositor to cure such breach or to purchase the Mortgage Loan from the Trust, and (ii) the Depositor shall succ eed to the rights of the Trustee to enforce the obligations of such Servicer or Seller to cure such breach or repurchase such Mortgage Loan under the related Servicing Agreement or Sale Agreement with respect to such Mortgage Loan. Notwithstanding the foregoing, however, if any breach of a representation or warranty by the Depositor is a Qualification Defect, a cure or purchase must take place within 75 days of the Defect Discovery Date.

(e)

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

(f)

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

(g)

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

(h)

Unless otherwise provided in the applicable Sale Agreement, and notwithstanding Section 2.03(b) hereof, if a Seller concludes at the end of any applicable cure period (and any extension thereof) that a document required to be included in the Trustee Mortgage Loan File cannot be found or replaced, the Seller may, in lieu of immediately repurchasing the related Mortgage Loan, provide (a) a Lost Document Affidavit and (b) Opinion of Counsel that the missing document does not constitute a Qualification Defect. In that event, the Trustee shall not require such Seller immediately to repurchase the Mortgage Loan, but, if at any time there is any loss, liability, or damage, including reasonable attorney’s fees, resulting from the unavailability of any originals of any such documents or of a complete chain of intervening endorsements, as the case may be (collectively, &# 147;Losses”), the Trustee shall enforce the Seller’s obligation to indemnify the Trust for such Losses.

(i)

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

(j)

No Other Enforcement Obligation. Except as specifically set forth herein, the Trustee shall have no responsibility to enforce any provision of a Sale Agreement, Servicing Agreement or Assignment Agreement assigned to it hereunder, to oversee compliance thereof, or to take notice of any breach or default thereof. No successor servicer shall have any obligation to repurchase a Mortgage Loan except to the extent specifically set forth in the Servicing Agreement signed by such substitute servicer.

Section 2.04

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

The Depositor has not canceled, satisfied or subordinated in whole or in part, or rescinded the Mortgage, and the Depositor has not released any Mortgaged Premise from the lien of the related mortgage, in whole or in part, nor has the Depositor executed an instrument that would effect any such release, cancellation, subordination or rescission.

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

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

ARTICLE III.

ADMINISTRATION OF THE TRUST

Section 3.01

Certificate Account.

(a)

Deposits. The Trustee shall establish and maintain one or more accounts in its own name and held in trust for the benefit of the Certificateholders. Each Certificate Account shall be an Eligible Account. There shall be at least one account for each REMIC, and the account belonging to the REMIC that directly owns the Mortgage Loans shall be the REMIC I Distribution Account. On each Remittance Date (or, with respect to item (iii) below, on each Distribution Date), the Trustee shall deposit into the REMIC I Distribution Account the following amounts, to the extent not previously deposited therein:

(i)

all amounts received in respect of the related Remittance Date from each Servicer pursuant to the applicable Servicing Agreement (including Advances, if any);

(ii)

all amounts withdrawn by the Trustee from the Collection Account pursuant to Section 3.05;

(iii)

all Administrator Advances made pursuant to Section 3.05;

(iv)

the amount required to effect a Terminating Purchase pursuant to Section 9.02 and received from the Depositor (or other party causing the Terminating Purchase); and

(v)

the amount required to be deposited from any Reserve Fund, as provided in the Trust Agreement.

(b)

Withdrawal. On each Distribution Date, the Trustee shall withdraw all monies in the Certificate Account in accordance with the amounts set forth in the statement prepared pursuant to Section 4.01 and shall distribute such amounts (together with amounts withdrawn from any Collection Account and Administrator Advances made pursuant to Section 3.05 hereof) in the following order of priority for the purposes indicated:

(i)

to pay or reimburse the Trustee or Custodian, as applicable, for fees and expenses earned by or reimbursable to either the Trustee or the Custodian pursuant to Section 8.05 or 8.11, as applicable;

(ii)

to refund any overpayment of the Purchase Price of a Mortgage Loan; and

(iii)

to pay the holders of the Regular Interests and Residual Interest of the applicable REMICs, the amount of the Available Distribution Amount as provided in the Trust Agreement.

(c)

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

(d)

Investment. The Trustee may invest the funds on Deposit in, or otherwise to the credit of, the Certificate Account in Permitted Investments, for the benefit of the Trust and upon the direction of the Depositor, on each Remittance Date. Such Permitted Investments shall mature or be redeemable three business days prior to the Distribution Date and any net investment income therefrom shall be included in the Available Distribution Amount. In the event of a loss in the Certificate Account because of a Permitted Investment, the Depositor shall be required to deposit the amount of such loss into the Certificate Account within one Business Day of realization of such loss.

Section 3.02

Filings with the Commission.

The Depositor shall prepare or cause to be prepared the initial post closing filing of material agreements on Form 8-K.  Thereafter, within 15 days after each Distribution Date, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the statement to the Securityholders for such Distribution Date as an exhibit thereto.  Prior to January 30, 2003, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust, if applicable.  Prior to March 31, 2003, the Trustee shall file a Form 10-K, in substance conforming to industry standards, with respect to the Trust.  The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behal f of the Depositor.  Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust.  The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.

Section 3.03

REMIC I, REMIC II or REMIC III Accounts.

(a)

The Trustee shall establish one or more Distribution Accounts in its own name, into which the Trustee shall deposit all payments on account of the Regular Interests in REMIC II that are considered assets of REMIC III and from which the Trustee shall withdraw funds to pay the Certificates evidencing an interest in REMIC III.

(b)

The Trustee shall establish one or more Sub-Distribution Accounts in its own name, into which the Trustee shall deposit all payments on account of the Regular Interests in REMIC I that are considered assets of REMIC II and from which the Trustee shall withdraw funds to pay the Certificates evidencing an interest in REMIC II.

(c)

The Trustee shall establish one or more accounts in its own name, into which the Trustee shall deposit all payments on account of the Residual Interests in REMIC II and any Regular Interests in REMIC II that are not considered assets of the REMIC III and from which the Trustee shall withdraw funds to pay the Certificates that do not evidence an interest in REMIC III. In lieu of establishing such account pursuant to this Section 3.02(c), the Trustee may pay on each Distribution Date to the Holders of the Certificates that do not evidence interests in REMIC III the amounts that are due with respect to such Certificates. In addition, upon payment in full of the Regular Interests and all administrative costs of the Trust and the REMICs in the Triple REMIC Series, (i) any amount remaining in the Certificate Account shall be distributed directly to the Holders of the Certi ficate representing beneficial ownership of the Residual Interest in the REMIC I, (ii) any amounts remaining in the Sub-Distribution Account will be distributed directly to the Holders of the Certificate representing beneficial ownership of the Residual Interest in REMIC II and (iii) any amounts remaining in the Distribution Account will be distributed directly to the Holders of the Certificate representing beneficial ownership of the Residual Interest in REMIC III.

Section 3.04

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

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

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

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

Section 3.05

Amendments to Servicing Agreement.

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

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

Upon the written request of the Trustee together with a certification from the Servicer that any such amendment or supplement is permitted hereby, the Trustee shall join in any such amendment or supplement.

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

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

Section 3.06

Administrator Advances.

(a)

Under the terms of each Servicing Agreement, on the Business Day prior to each Remittance Date, the related Servicer is obligated to make a Monthly Advance with respect to any delinquencies as of the related Distribution Date, unless such Servicer furnishes to the Trustee, an Officer’s Certificate evidencing the determination by such Servicer, in its reasonable judgment, that such Monthly Advance would be non-recoverable from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds (including the proceeds of the applicable Federal Insurance) or otherwise with respect to such Mortgage Loan (a “Non-Recoverability Certificate”). If (i) a Servicer reports a delinquency on a Remittance Report, and (ii) such Servicer, by 11 a.m. (New York Time) on the related Distribution Date, neither makes a Monthly Advance nor provides the Trustee with a Non - -Recoverability Certificate with respect to such delinquency, then the Trustee shall deposit, from its own funds, the amount of such Monthly Advance (an “Administrator Advance”) into the Certificate Account for distribution to Certificateholders as provided in the Trust Agreement. Notwithstanding the foregoing, if the Trustee, in its reasonable judgment, determines that such Monthly Advance would be non-recoverable from Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds (including the proceeds of the applicable Federal Insurance) or otherwise with respect to such Mortgage Loan, then the Trustee shall not be obligated to make such Administrator Advance.

(b)

Each Servicer is obligated under the applicable Servicing Agreement to remit to the Trustee the required remittance on each Remittance Date. If (i) a Servicer fails to remit such remittance on any Remittance Date, (ii) such failure is not cured by 11 a.m. (New York Time) on the related Distribution Date, and (iii) pursuant to the terms of such Servicing Agreement, the related Collection Account has been established as a segregated account in the name of the Trustee for the benefit of the Trustee, then the Trustee shall withdraw the amount of such required remittance from such Collection Account, to the extent that such amount is on deposit in such Collection Account, and shall deposit such amount in the Certificate Account.

(c)

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

(d)

To the extent that the Servicer is required to pay penalty interest pursuant to the Servicing Agreement, and the Trustee makes any Administrator Advance, the Trustee in it is individual capacity shall be entitled to retain such penalty interest.

Section 3.07

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

ARTICLE IV.

REPORTING/REMITTING TO CERTIFICATEHOLDERS

Section 4.01

Statements to Certificateholders.  On or before the Distribution Date, the Trustee shall prepare a statement as to such distribution (the “Distribution Statement”), based substantially on information provided by the Servicers in the related Remittance Reports, and make such statement available at its website located at http://www.jpmorgan.com/absmbs to the Depositor and each Certificateholder, setting forth:

(a)

the class factor for each Class of Certificates;

(b)

the aggregate Schedule Principal Balance of each Pool of Mortgage Loans;

(c)

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

(d)

 [Reserved].

(e)

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

(f)

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

(g)

the amount of the Servicing Fee to be paid to each Servicer and the Trustee Fee to be paid to the Trustee on such Distribution Date;

(h)

if applicable, the aggregate amount of outstanding Monthly Advances included in such distribution, the aggregate amount of Monthly Advances reimbursed during the calendar month preceding the Distribution Date and the aggregate amount of unreimbursed Monthly Advances at the close of business on such Distribution Date;

(i)

if applicable, the aggregate amount of outstanding Administrator Advances included in such distribution, and the aggregate amount of Administrator Advances reimbursed during the calendar month preceding the Distribution Date;

(j)

[Reserved].

(k)

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

(l)

the number and aggregate Scheduled Principal Balance of Mortgage Loans as reported to the Trustee by the Servicer, (i) that are current, 30 days contractually delinquent, 60 days contractually delinquent, 90 days contractually delinquent or 120 days or more contractually delinquent), (ii) as to which foreclosure proceedings have been commenced, and (iii) as to which the Mortgagor is subject to a bankruptcy proceeding;

(m)

with respect to any mortgaged property acquired on behalf of Certificateholders through foreclosure or deed in lieu of foreclosure during the preceding calendar month, the Scheduled Principal Balance of the related Mortgage Loan as of the last Business Day of the calendar month preceding the Distribution Date;

(n)

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

(o)

the aggregate amount of (i) Payoffs and Principal Prepayments made by Mortgagors, (ii) Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds, and (iii) Realized Losses incurred during the related Prepayment Period;

(p)

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

(q)

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

(r)

the Certificate Rate for each Class of Certificates applicable to such Distribution Date;

(s)

the Senior Percentage, Senior Prepayment Percentage, Subordinate Percentage and Subordinate Prepayment Percentage, if any, for such Distribution Date;

(t)

in the case of a Trust with respect to which one or more REMIC elections have been or will be made, any reports required to be provided to Holders by the REMIC Provisions; and

(u)

and such other customary information as the Trustee deems necessary or desirable, or which a Certificateholder reasonably requests, to enable Certificateholders to prepare their tax returns.

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

In addition to the Distribution Date report specified above, the Trustee shall prepare and deliver to each Holder of a Residual Certificate, if any, on each Distribution Date a statement setting forth the amounts actually distributed with respect to the Residual Certificates of such Class on such Distribution Date, and the aggregate Certificate Balance, if any, of the Residual Certificates of such Class after giving effect to any distribution made on such Distribution Date, separately identifying the amount of Realized Losses allocated to such Residual Certificates of such Class on such Distribution Date.

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

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

Section 4.02

Remittance Reports and other Reports from the Servicer.  To the extent received from the Servicer, the Trustee shall make the information in each Remittance Report available to the Depositor or a Certificateholder upon written request of the Depositor or such Certificateholder therefor. In addition, upon written request from the Depositor or a Certificateholder (such party, the “Requesting Party”), the Trustee shall use commercially reasonable efforts to obtain from the Servicer and subsequently provide to the Depositor or requesting Certificateholder any other reports or information that may be obtained by the Trustee from any Servicer pursuant to the related Servicing Agreement; provided, however, that if the Trustee incurs costs pursuant to the Servicing Agreement with respect to any particular request, the Trustee shall be entitled to reimbu rsement from the Requesting Party for such costs, together with any other reasonable costs incurred by it for obtaining or delivering the reports or information specified by such request. Unless otherwise instructed by the Depositor, if permitted pursuant to each Servicing Agreement, the Trustee shall request, on an annual basis beginning one year after the Closing Date, copies of the Servicer’s internal quality control reports for distribution to such holders (it being understood that the Trustee shall have no responsibility for, or be deemed to have, constructive notice of any information contained therein or determinable therefrom). The Trustee shall be under no duty to recalculate, verify or recompute the information provided to it under any Servicing Agreement by the applicable Servicer.

Section 4.03

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

Section 4.04

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

Section 4.05

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

Section 4.06

Management and Disposition of REO Property.  The Trustee shall enforce the obligation of the Servicer under any Servicing Agreement to dispose of any REO Property acquired by such Servicer on behalf of the Trust before the end of the third calendar year following the calendar year in which the related REO Property was acquired; provided that the Trustee shall waive such requirement if the Servicer and the Trustee (1) receive an Opinion of Counsel (obtained at the expense of the party requesting such Opinion of Counsel) indicating that, under then-current law, the REMIC may hold such REO Property for a period longer than three years without threatening the REMIC status of any related REMIC or causing the imposition of a tax upon any such REMIC or (2) the Servicer applies for and is granted an extension of such three year period pursuant to Code sections 86 0G(a)(8) and 856(e)(3) (the applicable period provided pursuant to such Opinion of Counsel or such Code section being referred to herein as an “Extended Holding Period”). In that event, the Trustee shall direct the Servicer to sell any REO Property remaining after such date in an auction before the end of the Extended Holding Period.

ARTICLE V.

THE INTERESTS AND THE SECURITIES

Section 5.01

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

Section 5.02

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

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

Section 5.03

Book-Entry Securities.

(a)

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

(b)

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

(c)

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

(d)

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

Section 5.04

Registration of Transfer and Exchange of Certificates.  The Trustee shall cause to be kept at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided.

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

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

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

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

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

Section 5.05

Restrictions on Transfer.

(a)

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

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

(b)

ERISA Restrictions. Certificated Subordinated Certificates. No Regular Certificate that is subordinated in right to payment to the Certificates of any other Class due to the allocation of Realized Losses (a “Certificated Subordinated Security”) shall be transferred unless the prospective transferee provides the Trustee with a properly completed Benefit Plan Affidavit.

(c)

Residual Certificates. No Residual Certificate (including any beneficial interest therein) may be transferred to a Disqualified Organization. In addition, no Residual Certificate (including any beneficial interest therein) may be transferred unless (i) the proposed transferee provides the Trustee with (A) a Residual Transferee Agreement, (B) if the proposed transferee is a U.S. Person, a U.S. Person and Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Code, and (C) if the proposed transferee is a Non-U.S. Person, a Non-U.S. Person Affidavit and Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Code, and (ii) the interest transferred involves the entire interest in a Residual Certificate or an undivided interest therein (unless the transferor or the transferee provides the Trustee with an Opinion of Counsel (which shall not be an exp ense of the Trustee) that the transfer will not jeopardize the REMIC status of any related REMIC). Furthermore, if a proposed transfer involves a Rule 144A Security, the Trustee shall require the transferee to certify as to facts that, if true, would mean that the proposed transferee is a Qualified Institutional Buyer; and, if a proposed transfer involves a Private Certificate that is not a Rule 144A Security, (1) the Trustee shall require that the transferee certify as to the factual basis for the registration exemption(s) relied upon, and (2) if the transfer is made within two years from the acquisition of the Certificate by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Trustee. In any event, the Trustee shall not effec t any transfer of a Residual Certificate except upon notification of such transfer to the Trustee. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the initial transfer of the Residual Certificates or their transfer by a broker or dealer, if such broker or dealer was the initial transferee. Notwithstanding the fulfillment of the prerequisites described above, the Trustee may refuse to recognize any transfer to the extent necessary to avoid a risk of disqualification of any related REMIC as a REMIC or the imposition of a tax upon any such REMIC.

Upon notice to the Trustee that any legal or beneficial interest in any portion of the Residual Certificates has been transferred, directly or indirectly, to a Disqualified Organization or agent thereof (including a broker, nominee, or middleman) in contravention of the foregoing restrictions, (i) such transferee shall be deemed to hold the Residual Certificate in constructive trust for the last transferor who was not a Disqualified Organization or agent thereof, and such transferor shall be restored as the owner of such Residual Certificate as completely as if such transfer had never occurred, provided that the Trustee may, but is not required to, recover any distributions made to such transferee with respect to the Residual Certificate and return such recovery to the transferor, and (ii) the Trustee agrees to furnish to the Internal Revenue Service and to any transferor of the Residual Certificate or such agent (within 60 days of the request therefor by the transferor or agent) such information necessary for the computation of the tax imposed under Section 860E(e) of the Code and as otherwise may be required by the Code, including but not limited to the present value of the total anticipated excess inclusions with respect to the Residual Certificate (or portion thereof) for periods after such transfer. At the election of the Trustee, the cost to the Trustee of computing and furnishing such information may be charged to the transferor or such agent referred to above; however, the Trustee shall in no event be excused from furnishing such information.

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

Section 5.06

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

Section 5.07

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

Section 5.08

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

ARTICLE VI.

THE DEPOSITOR

Section 6.01

Liability of the Depositor.  The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed by the Trust Agreement and undertaken by the Depositor under the Trust Agreement. Section 6.02 Merger or Consolidation of the Depositor. Subject to the following paragraph, the Depositor will keep in full effect its corporate existence, rights and franchises under the laws of the jurisdiction of its organization, and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Trust Agreement, the Certificates or any of the Mortgage Loans and to perform its duties under the Trust Agreement.

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

ARTICLE VII.

TERMINATION OF SERVICING ARRANGEMENTS

Section 7.01

Termination and Substitution of Servicer.

Upon the occurrence of any Event of Default for which the Servicer may be terminated pursuant to any Servicing Agreement, the Trustee may, and upon direction of the Certificateholders evidencing not less than 51% of the Voting Rights, shall, terminate such Servicing Agreement. The Holders of Certificates evidencing at least 66% of the Voting Rights of Certificates affected by Event of Default) may waive such Event of Default; provided, however, that (a) an Event of Default with respect to any Servicer’s obligation to make Advances may be waived only by all of the holders of the Certificates affected by such Event of Default and (b) no such waiver is permitted that would materially adversely affect any non-consenting Certificateholder. Subject to the conditions set forth below in this Section 7.01, the Trustee shall concurrently with such termination either enter into a substitute Servicing Agreement or appoint another servicer to enter into a substitute Servicing Agreement.

Notwithstanding the foregoing, the Trustee may not terminate the Servicer without cause unless a successor servicer is appointed concurrently with such termination, and such successor servicer pays the Servicer the full amount of any liquidated damages required under the Servicing Agreement. In no event shall the liquidated damages be an expense of the Trustee.

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

In the event any Servicer resigns or is terminated as provided above, then the Trustee shall serve as successor Servicer and shall succeed to, satisfy, perform and carry out all obligations which otherwise were to have been satisfied, performed and carried out by such Servicer under the terminated Servicing Agreement. However, in no event shall the Trustee be deemed to have assumed the obligations of a Servicer to purchase any Mortgage Loan from the Trust pursuant to any Servicing Agreement. As compensation to the Trustee for any servicing obligations fulfilled or assumed by the Trustee, the Trustee shall be entitled to any servicing compensation to which such Servicer would have been entitled if the Servicing Agreement with such Servicer had not been terminated.

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

Section 7.02

Notification to Certificateholders.

(a)

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

(b)

Within 60 days after the occurrence of any Event of Default involving the Servicer, the Trustee shall transmit by mail to all Holders of Certificates and each Rating Agency notice of each such Event of Default or occurrence known to the Trustee unless such default shall have been cured or waived.

ARTICLE VIII.

CONCERNING THE TRUSTEE

Section 8.01

Duties of Trustee.  The Trustee, prior to the occurrence of an Event of Default and after the curing of any such Events of Default, undertakes to perform such duties and only such duties as are specifically set forth in the Trust Agreement. During an Event of Default relating to the Trustee of which a Responsible Officer of the Trustee has notice, the Trustee shall exercise such of the rights and powers vested in it by the Trust Agreement, and use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of such person’s own affairs.

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

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

Section 8.02

Certain Matters Affecting the Trustee.

(a)

Except as otherwise provided in Section 8.01 hereof:

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

The Trustee may execute any of the trusts or powers under the Trust Agreement or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under the Trust Agreement;

(viii)

Whenever the Trustee is authorized herein to require acts or documents in addition to those required to be provided it in any matter, it shall be under no obligation to make any determination whether or not such additional acts or documents should be required unless obligated to do so under Section 8.01;

(ix)

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

(x)

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

(xi)

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

(xii)

Subject to the other provisions of this Agreement and without limiting the generality of this Section 8.02, the Trustee shall not have any duty (A) to see to any recording, filing or depositing of this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see the maintenance of any such recording of filing or depositing or to any rerecording, refiling or redepositing any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Estate other than from funds available in the Certificate Account, or (D) to confirm or verify the contents of any repo rts or certificates of any Servicer delivered to the Trustee pursuant to this Agreement believed by the Trustee to be genuine and to have been signed or presented by the proper party or parties;

(xiii)

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

(xiv)

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

(b)

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

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans.  The recitals contained in the Trust Agreement and in the Certificates (other than the signature of the Trustee, the acknowledgments by the Trustee in Section 2.02 hereof and the representations and warranties made in Section 8.13 hereof) shall be taken as the statements of the Depositor, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations or warranties as to the validity or sufficiency of the Trust Agreement or of the Certificates (other than the signature of the Trustee on the Certificates) or of any Mortgage Loan or related document. The Trustee shall not be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in re spect of the Mortgage Loans or deposited in or withdrawn from the Certificate Account or Collection Account other than any funds held by or on behalf of the Trustee in accordance with Sections 3.01 and 3.02 or as owner of the Regular Interests of REMIC I and REMIC II, as the case may be.

Section 8.04

Trustee May Own Certificates.

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

Section 8.05

Trustee’s Fees and Expenses.  Pursuant to the Trust Agreement, the Trustee shall be entitled to (i) the Trustee Fee (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in the execution of the trusts created under the Trust Agreement and in the exercise and performance of any of the powers and duties thereunder of the Trustee and (ii) reimbursement for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of the Trust Agreement (including but not limited to the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, bad faith, willful miscon duct or breach of contract. The Trustee and any director, officer, employee or agent of the Trustee shall be indemnified and held harmless by the Trust Estate against any loss, liability or expense thereof, including reasonable attorney’s fees, incurred, arising out of or in connection with the Trust Agreement, any custody agreement or the Certificates, including, but not limited to, any such loss, liability, or expense incurred in connection with any legal action against the Trust or the Trustee or any director, officer, employee or agent thereof, or the performance of any of the Trustee’s duties under the Trust Agreement other than any loss, liability or expense incurred by reason of willful misfeasance, bad faith, negligence, willful misconduct or breach of contract in the performance of duties under the Trust Agreement or by reason of reckless disregard of obligations and duties under the Trust Agreement. The provisions of this Section 8.05 shall survive the resignation or removal of the Truste e.

Section 8.06

Eligibility Requirements for Trustee.  The Trustee shall at all times be a corporation or national banking association that is not an Affiliate of the Depositor organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of its conditions at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.

Section 8.07

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

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

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

Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.08 hereof.

Section 8.08

Successor Trustee.  Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor and to the predecessor trustee an instrument accepting such appointment under the Trust Agreement and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor thereunder, with the like effect as if originally named as trustee therein. The predecessor trustee shall deliver to the successor trustee, all Trustee Mortgage Loan Files and related documents and statements held by it under the Trust Agreement and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reason ably be required for more fully and certainly vesting and confirming in the successor trustee, all such rights, powers, duties and obligations.

No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 hereof.

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

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

Section 8.09

Merger or Consolidation of Trustee.  Any corporation into which the Trustee may be merged or converted or with which it may be consolidated or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Trustee shall be the successor of the Trustee under the Trust Agreement, provided such corporation shall be eligible under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

For the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or property securing the same may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or cotrustees, jointly with the Trustee, or separate trustee or trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Trustee alone sha ll have the power to make such appointment. No co-trustee or separate trustee(s) hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereof and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.

In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10 all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.

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

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

Section 8.11

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

Section 8.12

Appointment of Office or Agent.  The Trustee shall appoint an office or agent in The City of New York where notices and demands to or upon the Trustee in respect of the Certificates and the Trust Agreement may be served. Section 8.13 Representation and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor that as of the Closing Date or as of such other date specifically provided herein:

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

It meets all of the eligibility requirements set forth in Section 8.06 thereof.

ARTICLE IX.

TERMINATION OF TRUST

Section 9.01

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

Section 9.02

Termination.  The Depositor may, at its option, make or cause a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in the Trust Agreement. Upon such Terminating Purchase or the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of the last REO Property remaining in the Trust, the respective obligations and responsibilities under the Trust Agreement of the Depositor, the Trustee shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required hereunder to be so paid and upon deposit of unclaimed funds otherwise distributable to Certificateholders in the Termination Account. Notwithstanding the foregoing, in no event shall the Trust created hereby co ntinue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof. The Trust also may be terminated and the Certificates retired if the Trustee determines, based upon an Opinion of Counsel, that the REMIC status of any related REMIC has been lost or that a substantial risk exists that such REMIC status will be lost for the then-current taxable year.

Section 9.03

Procedure for Termination.  The Depositor shall advise the Trustee in writing of its election to cause a Terminating Purchase, no later than the Distribution Date in the month preceding the Distribution Date on which the Terminating Purchase will occur.

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

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

Upon the deposit of the Termination Price in the Certificate Account, the Trustee, and any Custodian acting as its agent, shall promptly release to the purchaser the Trustee Mortgage Loan Files for the remaining Mortgage Loans, and the Trustee shall execute all assignments, endorsements and other instruments without recourse necessary to effectuate such transfer. The Trust shall terminate immediately following the deposit of funds in the Termination Account as provided below.

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

Section 9.04

Additional Termination Requirements.

(a)

In the event of a Terminating Purchase as provided in Section 9.02, the Trust shall be terminated in accordance with the following additional requirements, unless the Trustee receives (i) a Special Tax Opinion and (ii) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the Terminating Purchase):

(A)

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

(B)

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

(C)

In no event may the final payment on the Certificates be made after the 90th day from the date on which the plan of complete liquidation is adopted. A payment into the Termination Account with respect to any Certificate pursuant to Section 9.03 shall be deemed a final payment on, or final distribution with respect to, such Certificate for the purposes of this clause.

(b)

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

ARTICLE X.

REMIC TAX PROVISIONS

Section 10.01

REMIC Administration.

(a)

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

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

(b)

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

(c)

The Trustee shall prepare any necessary forms for election as well as all of the Trust’s and each REMIC’s federal and New York tax and information returns. The Trustee shall sign and file such returns on behalf of each REMIC. The expenses of preparing and filing such returns shall be borne by the Trustee.

(d)

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

(e)

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

(f)

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

(g)

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

(h)

The Trustee or an Affiliate shall acquire a Residual Certificate in each REMIC and the Trustee will act as the Tax Matters Person of each REMIC and perform various tax administration functions of each REMIC as its agent, as set forth in this Section. If the Trustee or an Affiliate is unable for any reason to fulfill its duties as Tax Matters Person for a REMIC, the holder of the largest Percentage Interest of the Residual Certificates in such REMIC shall become the successor Tax Matters Person of such REMIC.

Section 10.02

Prohibited Activities.  Except as otherwise provided in the Trust Agreement, neither the Depositor, the Holders of the Residual Certificates, nor the Trustee shall engage in, nor shall the Trustee permit, any of the following transactions or activities unless it has received (a) a Special Tax Opinion and (b) a Special Tax Consent from each of the Holders of the Residual Certificates (unless the Special Tax Opinion specially provides that no REMIC-level tax will result from the transaction or activity in question):

(i)

the sale or other disposition of, or substitution for, any of the Mortgage Loans except pursuant to (A) a foreclosure or default with respect to such Mortgage Loans, (B) the bankruptcy or insolvency of any REMIC, (C) the termination of any REMIC pursuant to Section 9.02, or (D) a purchase in accordance with Section 2.03;

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

the acceptance of any contribution to the Trust except the following cash contributions: (A) a contribution received during the three month period beginning on the Closing Date, (B) a contribution to a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the Residual Certificates, (C) a contribution to facilitate a Terminating Purchase that is made within the 90-day period beginning on the date on which a plan of complete liquidation is adopted pursuant to Section 9.04(a)(A), or (D) any other contribution approved by the Trustee after consultation with tax counsel; or

(vii)

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

(viii)

any other transaction or activity that is not contemplated by the Trust Agreement. Any party causing the Trust to engage in any of the activities prohibited in this Section shall be liable for the payment of any tax imposed on the Trust pursuant to Code section 860F(a)(1) or 860G(d) as a result of the Trust engaging in such activities.

ARTICLE XI.

MISCELLANEOUS PROVISIONS

Section 11.01

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

The Trust Agreement may also be amended from time to time by the Depositor and the Trustee with the consent of the Holders of Certificates entitled to at least 66% of the Voting Rights for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment shall (A) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, (B) adversely affect in any material respect the interests of the Holders of any Class of Certificates, or (C) reduce the aforesaid percentage of Certificates the Holders of which are required to consent to any such amendment, unless each Holder of a Certificate affected by such amendment consents. For purposes of the giving or withholding of consents pursuant to this Section 11.01, Certificates registered in the name of the Depositor or an Affiliate shall be entitled to Voting Rights with respect to matters affecting such Certificates. Prior to consenting to any amendment, the Trustee shall be entitled to receive an Opinion of Counsel from the Depositor stating that the proposed amendment is authorized and permitted pursuant to this Trust Agreement.

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

It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.

Section 11.02

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

For the purpose of facilitating the recordation of the Trust Agreement as herein provided and for any other purpose the Trust Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 11.03 Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate the Trust Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

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

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

Section 11.03

 [Reserved].

Section 11.04

Notices.  

Section 11.05

All demands and notices under the Trust

Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by first class mail, postage prepaid, or by express delivery service, to (a) in the case of the Depositor, 85 Broad Street, New York, New York 10004, Attention: President (telecopy number (212) 902-3000) or such other address or telecopy number as may hereafter be furnished to each party to the Trust Agreement in writing by the Depositor or (b) in the case of the Trustee, 4 New York Plaza, 6th Floor, New York, New York 10004, Attention: Institutional Trust Services/Structured Finance Services, GSR Mortgage Loan Trust 2002-11F Telecopy: (212) 623-5930 or such other address or telecopy number as may hereafter be furnished to each party to the Trust Agreement in writing by the Trustee. Any notice required or permitted to be mailed to a Certificateholder shall be given by first-class mail, postage prepaid, or by express delivery service, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in the Trust Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice. A copy of any notice required to be telecopied hereunder also shall be mailed to the appropriate party in the manner set forth above. A copy of any notice given hereunder to any other party shall be delivered to the Trustee.

Section 11.06

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

Section 11.07

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

Section 11.08

Notice to Rating Agencies.  The Trustee shall use its best efforts promptly to provide notice to the Rating Agency with respect to each of the following of which an Officer of the Trustee has actual knowledge:

(i)

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

(ii)

the occurrence of any Event of Default under a Servicing Agreement;

(iii)

the resignation, termination or merger of the Depositor, the Trustee or any Servicer or Custodian;

(iv)

the purchase of Mortgage Loans pursuant to Section 2.03;

(v)

the final payment to Certificateholders;

(vi)

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

(vii)

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

(b)

The Trustee shall promptly make available, through its website at [http://www.jpmorgan.com/absmbs], if practicable, to each Rating Agency copies of the following:

(i)

each report to Certificateholders described in Section 4.01; and

(ii)

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

(c)

Any notice pursuant to this Section 11.08 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid or by express delivery service to each Rating Agency at the address specified in the Trust Agreement.

Exhibit A

FORM OF TRUST RECEIPT

[Date]

GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004

Trust Agreement, dated as of October 1, 2002, among GS Mortgage Securities Corp., as Depositor, and JPMorgan Chase Bank, as Trustee of GSR Mortgage Loan Trust 2002-11F

Ladies and Gentlemen:

In accordance with Section 2.02 of the Standard Terms to the above-referenced Trust Agreement and subject to the further examination, the Trustee hereby certifies that, except as noted on the Schedule of Exceptions attached hereto, it, or a Custodian on its behalf, has received a Trustee Mortgage Loan File that (a) (i) all documents required to be delivered to it pursuant to clause (a) through (f) of the definition of Trustee Mortgage Loan File are in its possession; (ii) all documents required to be delivered to it pursuant to clause (g) of the definition of Trustee Mortgage Loan File are in its possession, provided that the Custodian has no obligation to verify the receipt of any such documents the existence of which was not made known to the Custodian by the Trustee Mortgage Loan File, and provided further, that the Custodian has no obligation to determine whether recordation of any such modification is necessary; (iii) all documents required to be delivered to it pursuant to clause (h) of the definition of Trustee Mortgage Loan File are in its possession; and (iv) all powers of attorney required to be delivered to it pursuant to Section 1(i) of the Custody Agreement are in its possession; provided that the Trustee (or Custodian) has no obligation to verify the receipt of any such documents, the existence of which was not made known to the Trustee (or Custodian) by the Trustee Mortgage Loan File, and provided further, that the Trustee (or Custodian) has no obligation to determine whether recordation of any such power of attorney is necessary except the Trustee (or Custodian) shall conclude that a power of attorney must be recorded if the document to which it relates is recorded; (b) except for the endorsement required pursuant to clause (a) of the definition of Trustee Mortgage Loan File, the mortgage note, on the face or the reverse side(s) thereof, does not contain evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (c) such documents have been reviewed by it and appear regular on their face and related to such Mortgage Loans, except as set forth in the attached exception report; provided, however, that the Custodian makes no representation and has no responsibilities as to the authenticity of such documents, their compliance with applicable law, or the collectability of any of the Mortgage Loans relating thereto; and (d) each mortgage note has been endorsed in blank and each assignment has been assigned as required under clause (a) of the definition of Trustee Mortgage Loan File.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Trust Agreement.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be executed by a duly authorized Officer this __ day of __________, 20__.

[TRUSTEE, as Trustee/CUSTODIAN]

By:                                                               

Its:                                                                

Exhibit B

FORM OF FINAL CERTIFICATION

[Date]

GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004

Trust Agreement, dated as of October 1, 2002, among GS Mortgage Securities Corp., as Depositor, and JPMorgan Chase Bank, as Trustee of GSR Mortgage Loan Trust 2002-11F

Ladies and Gentlemen:

In accordance with Section 2.02 of the Standard Terms to the above-referenced Trust Agreement, the undersigned, as Trustee, hereby certifies that, except as noted on the Schedule of Exceptions attached hereto, for each Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on the attachment hereto) it, or a Custodian on its behalf, has received a complete Trustee Mortgage Loan File (a) (i) all documents required to be delivered to it pursuant to clause (a) through (f) of the definition of Trustee Mortgage Loan File are in its possession, (ii) all documents required to be delivered to it pursuant to clause (g) of the definition of Trustee Mortgage Loan File are in its possession, provided that the Custodian has no obligation to verify the receipt of any such documents the existence of which was not made known to the Cust odian by the Trustee Mortgage Loan File, and provided further, that the Custodian has no obligation to determine whether recordation of any such modification is necessary; (iii) all documents required to be delivered to it pursuant to clause (h) of the definition of Trustee Mortgage Loan File are in its possession; and (iv) all powers of attorney required to be delivered to it pursuant to Section 1(i) of the Custody Agreement are in its possession; provided that the Trustee (or Custodian) has no obligation to verify the receipt of any such documents, the existence of which was not made known to the Trustee (or Custodian) by the Trustee Mortgage Loan File, and provided further, that the Trustee (or Custodian) has no obligation to determine whether recordation of any such power of attorney is necessary except the Trustee (or Custodian) shall conclude that a power of attorney must be recorded if the document to which it relates is recorded; (b) except for the endorsement required pursuant to clause (a) of the d efinition of Trustee Mortgage Loan File, the mortgage note, on the face or the reverse side(s) thereof, does not contain evidence of any unsatisfied claims, liens, security interests, encumbrances or restrictions on transfer; (c) such documents have been reviewed by it and appear regular on their face and related to such Mortgage Loans, except as set forth in the attached exception report; provided, however, Custodian makes no representation and has no responsibilities as to the authenticity of such documents, their compliance with applicable law, or the collectability of any of the Mortgage Loans relating thereto; and (d) each mortgage note has been endorsed in blank and each assignment has been assigned as required under clause (a) of the definition of Trustee Mortgage Loan File.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Trust Agreement.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be executed by a duly authorized Officer this __ day of __________, 20__.

[TRUSTEE, as Trustee/CUSTODIAN]

By:                                                               

Its:                                                                

Exhibit C

FORM OF RULE 144A AGREEMENT — QIB CERTIFICATION

______________, 20__

JPMorgan Chase Bank,
as Trustee
4 New York Plaza
6th Floor
New York, New York 10004

GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004

Re:

FS Mortgage Securities Corp., Depositor
GSR Mortgage Loan Trust GSR 2002-11F,
Pass-Through Certificates Series 2002-11F
having an original principal amount of $                        

Ladies and Gentlemen:

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

(A)

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

(B)

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

(C)

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

(D)

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

(E)

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

(F)

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

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

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

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement, dated as of October 1, 2002, which incorporates by reference the Standard Terms thereto (October 2002 Edition) between GS Mortgage Securities Corp. and the Trustee.

Sincerely,
[Name of Transferee]

By:                                                               

     Name:                                                     
     Title:                                                      

Exhibit D

FORM OF TRANSFEREE AGREEMENT

                   , 20___

JPMorgan Chase Bank,
as Trustee
4 New York Plaza
6th Floor
New York, New York 10004

GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004

Re:

GS Mortgage Securities Corp., Depositor
GSR Mortgage Loan Trust 2002-11F,
Pass-Through Certificates Series 2002-11F
having an original principal amount of $              

Ladies and Gentlemen:

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

(A)

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

(B)

We understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the Trust Agreement dated as of October 1, 2002, which incorporates by reference the Standard Terms thereto (October 2002 Edition) among GS Mortgage Securities Corp. and the Trustee (the “Trust Agreement”) and we agree to be bound by, and not to resell, pledge or otherwise transfer the Certificates except in compliance with such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”) and our failure to comply with the foregoing agreement shall render any purported transfer to be null and void.

(C)

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

(D)

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

(E)

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

(F)

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

(G)

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

(H)

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

(I)

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

(J)

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

(K)

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

(L)

We acknowledge that the Depositor, the Initial Purchaser, the Trustee, and others will rely on the truth and accuracy of the foregoing acknowledgments, representations and agreements, and agree that if any of the foregoing acknowledgments, representations and agreements are no longer accurate we shall promptly notify the Depositor, the Initial Purchaser and the Trustee. The Transferee hereby agrees to indemnify and hold harmless the Trust, the Depositor, the Trustee, and the Initial Purchaser from and against any and all loss, damage or liability (including attorney’s fees) due to or arising out of a breach of any representation or warranty, confirmation or statement contained in this letter.

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

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

Sincerely,
[Name of Transferee]

By:                                                               

     Name:                                                     
     Title:                                                      

Exhibit E

FORM OF BENEFIT PLAN AFFIDAVIT

Re:

GS Mortgage Securities Corp.,
as Depositor
GSR Mortgage Loan Trust
2002-11F (the “Trust”)

STATE OF

)

)

ss:

COUNTY OF

)

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

1.

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

2.

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

3.

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

NOTWITHSTANDING THE ABOVE, THIS SECURITY MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS SECURITY (A “PLAN INVESTOR”) UNLESS THE TRANSFEREE PROVIDES AN OPINION OF COUNSEL (A “BENEFIT PLAN OPINION”) TO THE EFFECT THAT THE PURCHASE OF THIS SECURITY WILL NOT (A) CAUSE THE ASSETS OF THE TRUST TO BE REGARDED AS “PLAN ASSETS” FOR PURPOSES OF APPLICABLE REGULATIONS, (B) GIVE RISE TO A FIDUCIARY DUTY UNDER ERISA ON THE PART OF ANY SELLERS, THE DEPOSITOR, ANY SERVIC ER OR THE TRUSTEE OR (C) BE TREATED AS, OR RESULT IN, A PROHIBITED TRANSACTION UNDER SECTIONS 406 OR 407 OF ERISA OR SECTION 4975 OF THE CODE.

4.

The Transferee either:

(a)

is not a plan (“Plan”) described in or subject to the Department of Labor regulations set forth in 29 C.F.R. § 2510.3-101 (the “Plan Asset Regulations”), a person acting on behalf of a Plan, or a person using the assets of a Plan¹; or

(b)

has provided a “Benefit Plan Opinion,” obtained at the Transferee’s expense, satisfactory to the Depositor the Servicer, and the Trustee. A Benefit Plan Opinion is an opinion of counsel to the effect that the proposed transfer will not (i) cause the assets of the Trust to be regarded as Plan Assets, (ii) give rise to a fiduciary duty under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), on the part of the Depositor, the Servicer, or the Trustee, or (iii) be treated as, or result in, a prohibited transaction under Section 406 or 407 of ERISA or Section 4975 of the Code.

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement, dated as of October 1, 2002, which incorporates by reference the Standard Terms thereto (October 2002 Edition), among GS Mortgage Securities Corp. and the Trustee.

__________________

¹

Investors, including insurance companies, should consult with their legal advisors to determine whether the funds the investors intend to use to purchase the Securities would constitute assets of a Plan under the Plan Asset Regulations.

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

 [Name of Transferee]

By:                                                               

     Name:                                                     
     Title:                                                      

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

Subscribed and sworn to before me this

______ day of ________________, 20 .

                                                                   
Notary Public

My commission expires:                            

Exhibit F

FORM OF RESIDUAL TRANSFEREE AGREEMENT

_________________
(DATE)

GS Mortgage Securities Corp.
85 Broad Street
New York, New York 10004

JPMorgan Chase Bank,
as Trustee
4 New York Plaza
6th Floor
New York, New York 10004

Trust Agreement, dated as of October 1, 2002, among GS Mortgage Securities Corp., as Depositor and JPMorgan Chase Bank, as Trustee of GSR Mortgage Loan Trust 2002-11F

Ladies and Gentlemen:

In connection with the purchase on the date hereof of the captioned securities (the “Residual Certificates”), to be issued pursuant to the Trust Agreement, dated as of October 1, 2002, among GS Mortgage Securities Corp., as trustee (the “Trustee”) which incorporates by reference the Standard Terms to Trust Agreement, October 2002 Edition (the “Standard Terms to Trust Agreement”) (collectively, the “Trust Agreement”), the undersigned hereby certifies and covenants to the transferor, the Depositor, the Trustee and the Trust as follows:

1.

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

2.

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

3.

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

4.

We represent that:

(a)

We understand that the Residual Certificates represent for federal income tax purposes a “residual interest” in a real estate mortgage investment conduit.

(b)

We understand that as the holder of the Residual Certificates we will be required to take into account, in determining our taxable income, our pro rata percentage interest of the taxable income of each REMIC formed pursuant to the Trust Agreement in accordance with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

5.

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

6.

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

7.

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

8.

We are a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, or an estate or trust that is subject to U.S. federal income taxation regardless of the source of its income. We are duly organized and validly existing under the laws of the jurisdiction of our organization. We are neither bankrupt nor insolvent nor do we have reason to believe that we will become bankrupt or insolvent. We have conducted and are conducting our business so as to comply in all material respects with all applicable statutes and regulations. The person executing and delivering this letter on our behalf is duly authorized to do so, the execution and delivery by us of this letter and the consummation of the transaction on the terms set forth herein are within our c orporate power, and upon such execution and delivery, this letter will constitute our legal, valid and binding obligation, enforceable against us in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the right of creditors generally and to general principles of equity and the discretion of the court (regardless of whether enforcement of such remedies is considered in a proceeding in equity or at law).

9.

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

10.

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

11.

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

12.

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

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

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

13.

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

14.

In addition, we acknowledge that the Trustee will not register the transfer of a Residual Certificate to a transferee that is a non-U.S. Person required to deliver a transferee's letter in the form attached as Exhibit G-1 to the Standard Terms to Trust Agreement unless we have furnished to the Servicer on behalf of the Trustee, (i) calculations prepared at our expense by a person acceptable to the Servicer demonstrating that the expected future distributions on the Residual Certificate will equal at least 30% of the anticipated excess inclusion, as provided in U.S. Treasury Regulation Section 1.860G-3(a) (or any successor provisions, to the extent applicable to the Residual Certificate) and (ii) a statement certifying that we reasonably expect that the transferee will receive an amount of distributions from each related REMIC, at least equal to 30% of each anticipated excess inclusion and that such amounts will be distributed at or after the time at which the excess inclusion accrues and not later than the year following the year in which such excess inclusion accrues. The calculations prepared pursuant to clause (i) shall demonstrate that the expected distributions will equal at least 30% of the anticipated excess inclusion and that such amounts will be distributed at or after the time such excess inclusion accrues and not later than the year following the year in which such excess inclusion accrues.

15.

“U.S. Person” shall mean a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof, or an estate or trust that is subject to U.S. federal income tax regardless of the source of its income.

16.

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

(signature page follows)

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

[Name of Transferee]

By:                                                          
Its:                                                         

Taxpayer ID #                                       

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

Subscribed and sworn to before me this

______ day of ________________, 20__.

                                                                  
Notary Public

My commission expires:                         

Exhibit G-1

FORM OF NON-U.S. PERSON AFFIDAVIT
AND AFFIDAVIT PURSUANT TO SECTIONS
860D(a)(6)(A) and 860E(e)(4)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

Re:

GS Mortgage Securities Corp., Depositor
GSR Mortgage Loan Trust
2002-11F (the “Trust”)

STATE OF

)

)

ss.:

CITY OF

)

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

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

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

10.

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

11.

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

12.

The Transferee is not a “Disqualified Organization” (as defined below), and the Transferee is not acquiring a Residual Certificate for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership to, a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of the following: (i) the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing; (ii) any organization (other than a farmer’s cooperative as defined in Section 521 of the Code) that is exempt from federal income taxation (including taxation under the unrelated business taxable income provisions of the Code); (iii) any rural telephone or electrical service cooperative described in Section 1 381(a)(2)(C) of the Code; or (iv) any other entity so designated by Treasury rulings or regulations promulgated or otherwise in effect as of the date hereof. In addition, a corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are subject to tax and, with the exception of the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such governmental unit.

13.

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

14.

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

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Trust Agreement, dated as of October 1, 2002, which incorporates by reference the Standard Terms thereto, among GS Mortgage Securities Corp. and the Trustee.

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

                                                          
[Name of Transferee]

By:                                                       
Its:                                                        

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

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

                                                       
Notary Public

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

Exhibit G-2

FORM OF U.S. PERSON AFFIDAVIT
AND AFFIDAVIT PURSUANT TO SECTIONS
860D(a)(6)(A) and 860E(e)(4)
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

Re:

GS Mortgage Securities Corp., Depositor
GSR Mortgage Loan Trust
2002-11F (the “Trust”)

STATE OF

)

)

ss.:

CITY OF

)

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

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Trust Agreement, dated as of October 1, 2002, which incorporates by reference the Standard Terms thereto, among GS Mortgage Securities Corp. and the Trustee.

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

                                                       
[Name of Transferee]

By:                                                        
Its:                                                        

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

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

                                                       
Notary Public

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