EXHIBIT 8

FORM OF CUSTODIAL AGREEMENT

THIS AGREEMENT, dated as of December 1, 2004, by and among Goldman Sachs Mortgage Company, a New York limited partnership having an address at 85 Broad Street, New York, New York 10004 (the “Purchaser”), Bank of America, National Association having an address at 201 North Tryon Street, Charlotte, North Carolina 28255 (in such capacity the “Seller”) and Deutsche Bank National Trust Company, a national banking association having an address at 1761 East St. Andrew Place, Santa Ana, California 92705, Attention: Mortgage Custody, [_______] (the “Custodian”).

WITNESSETH:

WHEREAS, the Purchaser has agreed to purchase, from time to time, from the Seller certain residential mortgage loans (each, a “Mortgage Loan”) pursuant to the terms and conditions of the Flow Mortgage Loan Sale and Servicing Agreement, dated as of December 1, 2004 (the “Sale and Servicing Agreement”), between the Seller and the Purchaser;

WHEREAS, the Seller has agreed to sell, from time to time, to the Purchaser the Mortgage Loans pursuant to the terms and conditions of the Sale and Servicing Agreement;

WHEREAS, the Mortgage Loans purchased pursuant to the Sale and Servicing Agreement will be serviced by the Seller, in its capacity as servicer (the “Servicer”), pursuant to the terms of the Sale and Servicing Agreement; and

WHEREAS, the Purchaser desires to have the Custodian take possession of the mortgage notes for the Mortgage Loans, along with certain other documents specified herein, as the Custodian of the Purchaser or subsequent purchasers of the Mortgage Loans, in accordance with the terms and conditions hereof.

NOW THEREFORE, in consideration of the mutual undertaking herein expressed, the parties hereto hereby agree as follows:

SECTION 1. Definitions.

Capitalized terms used but not defined herein shall have the meanings assigned to them in the Sale and Servicing Agreement.

Adjustable Rate Mortgage Loan: Any Mortgage Loan in which the related Mortgage Note contains a provision whereby the Mortgage Interest Rate is adjusted from time to time in accordance with the terms of such Mortgage Note.

Agreement: This Custodial Agreement and all amendments hereof and attachments and supplements hereto.

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Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage to the party indicated therein, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction, if permitted by law.

Business Day: Any day other than (i) a Saturday or Sunday, (ii) a day on which banking and savings and loan institutions in the State of New York or executive order to be closed, or (iii) the State in which the Custodian’s operations are located, are authorized or obligated by law to be closed.

Certification: A certification as to each Mortgage Loan, which certification is delivered to the Purchaser by the Custodian in accordance with Section 3 and in the form annexed hereto as Exhibit 1A or Exhibit 1B, as applicable.

Closing Date: Any Mortgage Loan that requires only payments of interest until the stated maturity date of the Mortgage Loan or Monthly Payments of principal which (not including the payment due on its stated maturity date) are based on an amortization schedule that would be insufficient to fully amortize the principal thereof by stated maturity date of the Mortgage Loan.

Custodian: Deutsche Bank National Trust Company or any successor in interest or assigns, or any successor to the Custodian under this Agreement as herein provided.

Custodial File: As to each Mortgage Loan, any Mortgage Loan Documents which are delivered to the Custodian or which at any time come into the possession of the Custodian.

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

Exception: With respect to any Mortgage Loan, any variances from the delivery requirements of Section 2 hereof with respect to the Custodial Files (giving effect to the Seller’s right to deliver certified copies in lieu of original documents in certain circumstances).

Fannie Mae: Fannie Mae, f/k/a the Federal National Mortgage Association, or any successor thereto.

FHA: The Federal Housing Administration, an agency within the United States Department of Housing and Urban Development, or any successor thereto and including the Federal Housing Commissioner and the Secretary of Housing and Urban Development where appropriate under the FHA Regulations.

FHA Mortgage Loan: A Mortgage Loan that has a MIC issued by HUD/FHA.

Freddie Mac: Freddie Mac, f/k/a the Federal Home Loan Mortgage Corporation, or any successor thereto.

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Gross Margin: With respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount set forth in the related Mortgage Note, which amount is added to the index in accordance with the terms of the related Mortgage Note to determine on each Interest Adjustment Date, the Mortgage Interest Rate for such Mortgage Loan.

Index: With respect to any Adjustable Rate Mortgage Loan on each Interest Adjustment Date the applicable index as set forth in the related Mortgage Note.

Interest Adjustment Date: With respect to an Adjustable Rate Mortgage Loan, the date on which an adjustment to the Mortgage Interest Rate on a Mortgage Note becomes effective.

Lifetime Rate Cap: With respect to each Adjustable Rate Mortgage Loan, the absolute maximum Mortgage Interest Rate payable, above which the Mortgage Interest Rate shall not be adjusted, as set forth in the related Mortgage Note and Mortgage Loan Schedule.

MIC: Mortgage Insurance Certificate issued by HUD/FHA as evidence that a mortgage has been insured and that a contract of mortgage insurance exists between HUD/FHA and the lender.

Monthly Payment: The scheduled monthly payment of principal and interest on a Mortgage Loan.

Mortgage: The mortgage, deed of trust or other instrument securing a Mortgage Note, which creates a first lien on a first priority ownership interest in an unsubordinated estate in fee simple in real property securing the Mortgage Note.

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

Mortgage Loan: Each mortgage loan sold, assigned and transferred pursuant to the Sale and Servicing Agreement and identified on the applicable Mortgage Loan Schedule.

Mortgage Loan Documents: The documents set forth in Section 2 hereof.

Mortgage Loan Schedule: The schedule of Mortgage Loans attached to the related Assignment and Conveyance Agreement, setting forth the following information with respect to each Mortgage Loan in the related Mortgage Loan Package: (1) the Servicer’s Mortgage Loan identifying number; (2) a code indicating whether the Mortgaged Property is owner-occupied; (3) the property type for each Mortgaged Property (e.g., single family residence, a two- to four-family dwelling, condominium, planned unit development or Cooperative Property); (4) the original months to maturity and the remaining months to maturity from the Cut-off Date; (5) the Loan-to-Value Ratio at origination; (6) the Mortgage Interest Rate as of the Cut-off Date; (7) the date on which the first Monthly Payment was due on the Mortgage Loan, and, if such date is not the Due Date currently in effect, such Due Date; (8) the stated maturity date; (9) the amount of the Monthly Payment as of the related Cut-off Date; (10) the paid-through date; (11) the original principal amount of the Mortgage Loan; (12) the Stated Principal Balance of the Mortgage Loan as of the close of business on the Cut-off Date; (13) the Mortgage Loan Remittance Rate as of the related Cut-off Date; (14) a code indicating the purpose of the Mortgage Loan; (15) a code indicating the documentation style; (16) the Appraised Value; (17) a code indicating the type of appraisal used for the Appraised Value; (18) the identity of the Mortgagor; (19) the street address of the Mortgaged Property, including the city, state and zip code; (20) the number of times during the twelve (12) month period preceding the related Closing Date that any Monthly Payment has been received more than thirty (30) days after its Due Date; (21) a code indicating whether or not the Mortgage Loan is subject to a Primary Mortgage Insurance Policy; (22) the date on which the Mortgage Loan was originated; (23) a code indicating whether the Mortgage contains a prepayment penalty provision together with the type and term of such penalty; (24) with respect to each Adjustable Rate Mortgage Loan, the Gross Margin; (25) with respect to each Adjustable Rate Mortgage Loan, the Lifetime Rate Cap; (26) with respect to each Adjustable Rate Mortgage Loan, the Periodic Rate Cap; (27) with respect to each Adjustable Rate Mortgage Loan, the Initial Rate Cap; (28) with respect to each Adjustable Rate Mortgage Loan, the Adjustment Date; (29) with respect to each Adjustable Rate Mortgage Loan, a code indicating whether the Mortgage Loan contains a provision whereby a Convertible Mortgage Loan may be converted to a fixed-rate Mortgage Loan and what dates and the rate at which it converts; (30) with respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date and the Adjustment Date frequency; (31) with respect to each Adjustable Rate Mortgage Loan, the minimum Mortgage Interest Rate under the terms of the Mortgage Note; (32) with respect to each Adjustable Rate Mortgage Loan, the applicable Index; (33) [Reserved]; (34) a code indicating whether the Mortgage Loan is a Balloon Mortgage Loan; (35) the related Servicing Fee Rate; (36) a code indicating whether such Mortgage is insured by the FHA or guaranteed by the VA; (37) with respect to any Non-Conventional Mortgage Loan, the related VA entitlement percentage or FHA case number, as applicable; (38) prior bankruptcy history (for the past twenty-four (24) months); and (39) prior foreclosure history (for the past twenty-four (24) months). With respect to the Mortgage Loans on the Mortgage Loan Schedule in the aggregate, the Mortgage Loan Schedule shall set forth the following information, as of the Cut-off Date: (i) the number of Mortgage Loans; (ii) the Cut-off Date Principal Balance; (iii) the weighted average Mortgage Interest Rate of the Mortgage Loans; (iv) the weighted average months to maturity of the Mortgage Loans; (v) with respect to the Adjustable Rate Mortgage Loans, the weighted average Lifetime Rate Cap; and (vi) with respect to the Adjustable Rate Mortgage Loans, the weighted average Gross Margin.

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Mortgage Note: The note or other evidence of the indebtedness of a Mortgagor secured by a Mortgage.

Mortgaged Property: The real property securing repayment of the debt evidenced by a Mortgage Note.

Opinion of Counsel: An opinion of counsel to be delivered by the Custodian simultaneously with the execution and delivery of this Agreement.

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

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PMI Policy: A policy of primary mortgage guaranty insurance issued by a Qualified Insurer, as required by the Agreement with respect to certain Mortgage Loans.

Purchaser: Goldman Sachs Mortgage Company or its successor in interest or assigns.

Qualified Insurer: A mortgage guaranty insurance company duly authorized and licensed where required by law to transact mortgage guaranty insurance business and approved as an insurer by Fannie Mae or Freddie Mac.

VA: The Department of Veterans Affairs, an agency of the United States of America, or any successor thereto including the Administrator of Veterans Affairs.

VA Mortgage Loan: A Mortgage Loan that has a legal guarantee certificate issued by the VA.

SECTION 2. Delivery of the Custodial Files.

On or prior to each Closing Date, the Seller shall deliver and release to the Custodian, subject to and in accordance with the relevant section of the Sale and Servicing Agreement, the following documents listed in clauses (a), (c) and (e) pertaining to each of the Mortgage Loans identified in the related Mortgage Loan Schedule. On or prior to ninety (90) sixty days after Closing Date, the Seller shall deliver and release to the Custodian, subject to and in accordance with the relevant section of the Sale and Servicing Agreement, the following documents listed in clauses (b), (d) and (f) through (i), pertaining to each of the Mortgage Loans identified in the Mortgage Loan Schedule:

(a) the original executed mortgage note endorsed, “Pay to the order of ______________, without recourse”, or as otherwise directed by the Purchaser, and signed in the name of the Seller by an officer of the Seller, or a lost note affidavit with a copy of the original mortgage note attached; the mortgage note shall include all intervening original endorsements showing a complete chain of title from the originator to the Seller;

(b) the original executed mortgage, or a certified copy thereof, in either case with evidence of recording noted thereon; the standard Fannie Mae/FHLMC Condominium Rider or PUD Rider must be attached to the mortgage if the mortgaged property is a condominium or is located in a PUD;

(c) the original assignment of each mortgage from the Seller to “[in blank]” or as otherwise directed by the Purchaser, with evidence of recording or in recordable format;

(d) the original policy of title insurance with respect to each Mortgage Loan, or, in the event such original title policy is unavailable, a certified true copy of the related policy binder certified to be true and complete by either the Seller or the title insurance company, or, except with respect to an FHA Mortgage Loan that is a “HUD Repo” as reflected on the related mortgage insurance certificate (it is being understood that the Custodian is not required to determine whether an FHA Mortgage Loan is a “HUD Repo”), an original opinion of title;

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(e) 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;

(f) originals of all assumption, modification, consolidation or extension agreements, if any, with evidence of recording thereon;

(g) for each Mortgage Loan with respect to which the borrower’s name as it appears on the note does not match the borrower’s name on the related Mortgage Loan Schedule, one of the following: (i) the original of the assumption agreement, or a certified copy thereof, in either case with evidence of recording thereon if required (as notified to the Custodian) to maintain the lien of the mortgage or if otherwise required, or, if recordation is not so required, an original or copy of such assumption agreement; or (ii) a copy of a marriage certificate, court order, decree or other document evidencing that the two different names refer to the same person;

(h) (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 (as notified to the Custodian), 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; and

(i) personal endorsement and/or guaranty agreements for all non individual loans (corporations, partnerships, trusts, estates, etc.)

From time to time, the Seller shall forward to the Custodian additional original documents pursuant to the Agreement or additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan approved by the Seller, in accordance with the Agreement. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the “Custodial File”.

SECTION 1.

SECTION 2.

SECTION 3. Certification of the Custodian.

The Custodian shall ascertain that all Mortgage Loan Documents required to be delivered to it pursuant to Section 2 of this Agreement are in its possession and shall deliver to the Purchaser and the Seller (1) on or prior to the related Closing Date, a Certification substantially in the form of Exhibit 1A hereto with respect to the Mortgage Loan Documents listed in clauses (a), (c) and (e) of Section 2 hereof and (2) no later than (70) seventy days following the Closing Date, a Certification substantially in the form of Exhibit 1B hereto with respect to the Mortgage Loan Documents listed in clauses (b), (d), (f), (g), (h) and (i) of Section 2 hereof, each such Certification with the related Mortgage Loan Schedule stating to the effect that, as to each of those Mortgage Loans listed in the related Mortgage Loan Schedule attached to such Certification: (a) as to each Mortgage Loan listed in the Mortgage Loan Schedule the Custodian has received the applicable Mortgage Loan Documents with respect to such Mortgage Loan on the Mortgage Loan Schedule and, as to each Mortgage Loan, specifying any applicable document delivered and which has not been received, (b) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan, (c), with respect to the initial Certification only, based on its examination and only as to the foregoing documents, the information set forth in items (1), (6), (7), (8), (11), (18), (19), (23), (24), (25), (26), (27), (30), (32) and (34) on the Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (d) with respect to the initial Certification only, each Mortgage Note has been endorsed as provided in Section 2 of this Agreement. In review of the Custodial Files and issuance of a Certification related thereto, the Custodian shall only have an obligation to review Mortgage Loan Documents identified in Section 2(e), (f), (h)(y) and (i) if such a Mortgage Loan Document is contained within the Custodial File received by the Custodian. Such Certification shall include any Exceptions outstanding. In connection with each Certification delivered hereunder by the Custodian, the Custodian shall make no representations as to and shall not be responsible to verify (A) the validity, legality, enforceability, due authorization, recordability, sufficiency, filing or recording status or history, or genuineness of any Mortgage Loan Documents contained in each Custodial File or (B) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan. At any time following the delivery of the initial Certification, at Purchaser’s written request, the Custodian shall update the most recent Certification until all Custodial Files are certified to be complete, with a copy to the Seller.

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SECTION 4. Obligations of the Custodian.

With respect to the Mortgage Note, the Mortgage and the Assignment of Mortgage and other documents constituting each Custodial File which is delivered to the Custodian or which come into the possession of the Custodian, the Custodian is the custodian for the Purchaser exclusively. The Custodian shall hold all mortgage documents received by it constituting the Custodial File for the exclusive use and benefit of the Purchaser, and shall make disposition thereof only in accordance with this Custodial Agreement and the instructions furnished by the Purchaser. The Custodian shall segregate and maintain continuous custody of all mortgage documents constituting the Custodial File in secure and fire resistant facilities in accordance with customary standards for such custody.

SECTION 5. Future Defects.

During the term of this Agreement, if the Custodian discovers any defect with respect to the Custodial File, the Custodian shall give written specification of such defect to the Seller and the Purchaser.

SECTION 6. Release for Servicing.

From time to time and as appropriate for the foreclosure or servicing of any of the Mortgage Loans, the Custodian is hereby authorized, upon written receipt from the Servicer of a request for release of documents and receipt in the form annexed hereto as Exhibit 2, to release to the Servicer the related Custodial File or the documents set forth in such request and receipt to the Servicer. All documents so released to the Servicer shall be held by the Servicer in trust for the benefit of the Purchaser in accordance with the Flow Mortgage Loan and Servicing Agreement or a servicing agreement, as applicable. The Servicer shall return to the Custodian the Custodial File or other such documents when the Servicer’s need therefor in connection with such foreclosure or servicing no longer exists, unless the Mortgage Loan shall be liquidated in which case, upon receipt of an additional request for release of documents and receipt certifying such liquidation from the Servicer to the Custodian in the form annexed hereto as Exhibit 2, the Servicer’s request and receipt submitted pursuant to the first sentence of this Section 6 shall be released by the Custodian to the Servicer.

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SECTION 7. [Reserved]

SECTION 8. Release for Payment.

Upon the transfer of servicing of any Mortgage Loan or upon the payment in full of any Mortgage Loan, and upon receipt by the Custodian of the Servicer’s request for release of documents and receipt in the form annexed hereto as Exhibit 2 (which certification shall include a statement to the effect that all amounts received in connection with such payment have been credited to the custodial account established with respect to the Mortgage Loans or all amounts, if any, with respect to a transfer of servicing of the related Mortgage Loan have been received by the Servicer, as provided in the Agreement), the Custodian shall promptly release the related Custodial File to the Servicer in trust for the Purchaser. The method of such release will be by Federal Express for overnight delivery, unless otherwise specified by the Purchaser or the Servicer.

SECTION 9. Fees of Custodian.

The Custodian shall charge such fees for its services under this Agreement as are set forth in a separate agreement between the Custodian and the Purchaser, the payment of which fees, together with the Custodian’s expenses (including, without limitation, reasonable legal fees and expenses) in connection herewith, shall be solely the obligation of the Purchaser. The obligation of the Purchaser to pay the Custodian’s fees shall survive the termination of this Agreement and the earlier resignation or removal of the Custodian.

Removal of Custodian. With respect to some or all of the Mortgage Loans, with or without cause, including without limitation, removal of the Mortgage Loans in order to consummate a reconstituted transaction, the Purchaser may from time to time (i) require the Custodian, at the Purchaser’s expense, to complete the endorsements on any Mortgage Notes in its possession and to complete and record, or cause to be completed and recorded, the Assignments of Mortgages prepared by the Seller in blank within a reasonable time and/or (ii) remove and discharge the Custodian from the performance of its duties under this Agreement by 60 days prior written notice from the Purchaser to the Custodian, with a copy to the Servicer. Having given notice of such removal, the Purchaser promptly shall, by written instrument (i) appoint a successor custodian to act on behalf of the Purchaser to replace the Custodian under this Custodial Agreement, (ii) designate a document custodian to receive the Custodial Files with respect to the Mortgage Loans removed from this Custodial Agreement, or (iii) take delivery of the Custodial Files, one original counterpart of which instrument shall be delivered to the Purchaser, with a copy to the Servicer and an original to the successor custodian. If a successor Custodian is not appointed within 60 days, the Custodian may petition a court of competent jurisdiction for the appointment of a successor. In the event of any such removal, the Custodian, at the expense of the Purchaser, shall promptly transfer to the successor custodian, as directed, all affected Custodial Files, and shall assign the affected Mortgages and endorse the affected Mortgage Notes in its possession to the successor custodian or as otherwise directed by the Purchaser if the Assignments of Mortgages have been completed in the name of the Custodian. In the event of any appointment of a successor custodian under this Custodial Agreement, the Purchaser shall be responsible for the fees of the successor Custodian hereunder. Notwithstanding the foregoing, this Custodial Agreement shall remain in full force and effect with respect to any Mortgage Loans for which this Custodial Agreement is not terminated hereunder.

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SECTION 10. Transfer of Custodial Files Upon Termination.

If the Custodian is notified by the Purchaser in writing that the Agreement has been terminated as to any or all of the Mortgage Loans, upon written request of the Purchaser, the Custodian shall release to such Persons as the Purchaser shall designate the Custodial Files relating to such Mortgage Loans as the Purchaser shall request, and shall assign the Mortgages and endorse the Mortgage Notes in its possession as the Purchaser shall request.

SECTION 11. Examination of Custodial Files.

Upon reasonable prior notice to the Custodian, the Purchaser and its agents, servicing officers of the Servicer, accountants, attorneys, auditors and prospective purchasers will be permitted during normal business hours to examine the Custodial Files at its office, documents, records and other papers in the possession of or under the control of the Custodian relating to any or all of the Mortgage Loans.

SECTION 12. Insurance of Custodian.

At its own expense, the Custodian shall maintain at all times during the existence of this Agreement and keep in full force and effect fidelity insurance, theft of documents insurance, forgery insurance and errors and omissions insurance. All such insurance shall be in amounts, with standard coverage and subject to deductibles, all as is customary for insurance typically maintained by banks which act as Custodian and in amounts and with insurance companies reasonably acceptable to the Purchaser. The minimum coverage under any such bond and insurance policies shall be at least equal to the corresponding amounts required by Fannie Mae in the Fannie Mae Mortgaged-Backed Securities Selling and Servicing Guide or by Freddie Mac in the Freddie Mac Seller’s & Servicer’s Guide. A certificate of the respective insurer as to each such policy, with a copy of such Policy attached, shall be furnished to the Purchaser, upon request.

SECTION 13. Counterparts.

For the purpose of facilitating the execution of this Custodial Agreement as herein provided and for other purposes, this Custodial Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute and be one and the same instrument.

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SECTION 14. Periodic Statements.

Upon the request of the Purchaser at any other time, the Custodian shall provide to the Purchaser a list of all the Mortgage Loans for which the Custodian holds a Custodial File pursuant to this Custodial Agreement. Such list may be in the form of a copy of the Mortgage Loan Schedule with manual deletions to specifically denote any Mortgage Loans paid off or repurchased since the date of this Custodial Agreement.

SECTION 15. Governing Law.

This Custodial Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws.

SECTION 16. Copies of Mortgage Documents.

Upon the written request of the Purchaser or the Servicer and at the cost and expense of the Purchaser or the Servicer, as applicable, the Custodian shall provide the Purchaser with copies of the Mortgage Notes, Mortgages, Assignment of Mortgages and other documents relating to one or more of the Mortgage Loans.

SECTION 17. No Adverse Interest of Custodian.

By execution of this Custodial Agreement, the Custodian represents and warrants that it currently holds, and during the existence of this Agreement shall hold, no adverse interest, by way of security or otherwise, in any Mortgage Loan, and hereby waives and releases any such interest which it may have in any Mortgage Loan as of the date hereof.

SECTION 18. Termination by Custodian.

The Custodian may terminate its obligations under this Custodial Agreement upon at least 60 days’ notice to the Servicer and the Purchaser. The costs associated with the termination of this Custodial Agreement by the Custodian, including all costs associated with the transfer of the Custodial Files shall be borne by the Custodian, provided that such costs shall not include any higher custodial fees paid by the Purchaser to a successor Custodian and provided, further, that in the event that the Custodian resigns due to nonpayment of the Custodian’s fees and expenses, the costs associated with the transfer of the Custodial Files shall be borne by the Purchaser. In the event of such termination, the Purchaser shall appoint a successor Custodian. If a successor Custodian is not appointed within 60 days, the Custodian may petition a court of competent jurisdiction for the appointment of a successor. The payment of such successor Custodian’s fees and expenses with respect to each Mortgage Loan shall be solely the responsibility of the Purchaser. Upon such appointment the Custodian shall promptly transfer to the successor Custodian, as directed, all Custodial Files being administered under this Custodial Agreement, and shall assign the Mortgages and endorse the Mortgage Notes to the successor Custodian, if the endorsements on the Mortgage Notes and the Assignments of Mortgage have been completed in the name of the Custodian, or as otherwise directed by the Purchaser.

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SECTION 19. Term of Agreement.

Unless terminated pursuant to Section 10 or Section 19 hereof, this Custodial Agreement shall terminate upon the final payment or other liquidation (or advance with respect thereto) of the last Mortgage Loan or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and the final remittance of all funds due the Purchaser under the Agreement. In such event all documents remaining in the Custodial Files shall be released in accordance with the written instructions of the Purchaser.

SECTION 20. Notices.

All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, by registered or certified mail, return receipt requested, or, if by other means, when received by the recipient party at the address shown on the first page hereof, or at such other addresses as may hereafter be furnished to the other parties by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date delivered to or received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt).

SECTION 21. Successors and Assigns.

This Custodial Agreement shall inure to the benefit of the successors and assigns of the parties hereto.

SECTION 22. Limitation on Liability.

Neither the Custodian nor any of its directors, officers, agents or employees, shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith in good faith and believed by it or them to be within the purview of this Custodial Agreement, except for its or their own negligence, lack of good faith or willful misconduct. In no event shall the Custodian or its directors, officers, agents and employees be held liable for any special, indirect or consequential damages resulting from any action taken or omitted to be taken by it or them hereunder or in connection herewith even if advised of the possibility of such damages.

The Custodian shall be required to perform such duties and only such duties as are specifically set forth in this Agreement, it being expressly understood that there are no implied duties hereunder.

The Custodian shall not be required by any provision of this Agreement to expend or risk its own funds in the performance of its duties under this Agreement if it shall have reasonable grounds for believing that repayment of such funds is not assured to it or indemnity satisfactory to it against such risk or liability.

The Custodian may execute any of its powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys or nominees.

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The Custodian may rely on the validity of documents and, to the extent permitted hereby, oral communications delivered to it, without investigation as to their authenticity or legal effectiveness and the Servicer and Purchaser will jointly and severally hold Custodian harmless from any claim which may arise or be asserted against it because of the invalidity of any such documents or oral communications or their failure to fulfill their intended purpose.

The Custodian shall be entitled to conclusively rely upon any notice, document, correspondence, request, certificate, opinion or directive received by it from the Servicer or Purchaser, as the case may be, that the Custodian believes to be genuine and to have been signed or presented by the proper and duly authorized officer or representative thereof, and shall not be obligated to inquire as to the authority or power of any person so executing or presenting such documents or as to the truthfulness of any statements or the correctness of the opinions set forth therein.

If the Custodian shall have at any time received conflicting instructions from the Servicer or Purchaser with respect to any of the Custodian’s responsibilities, and the conflict between such instructions cannot be resolved by reference to the terms of this Agreement, the Custodian shall be entitled to rely exclusively on the instructions of the Purchaser.

Any corporation into which the Custodian may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation succeeding to the business of the Custodian shall be the successor of the Custodian hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession.

If the Custodian requests instruction from any party hereto with respect to any act, action or failure to act in connection with this Agreement, the Custodian shall be entitled to refrain from taking such action and continue to refrain from acting unless and until the Custodian shall have received written instructions from such party with respect to a Custodial File without incurring any liability therefore to such party or any other Person.

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

SECTION 23. Indemnification of the Purchaser.

In the event that the Custodian fails to produce a Mortgage Note, Assignment of Mortgage or any other Mortgage Loan Document related to a Mortgage Loan that was in its possession pursuant to Section 2 within two (2) Business Days after required or requested by the Purchaser in writing, and provided, that (i) the Custodian previously delivered to the Purchaser a Certification with respect to such Mortgage Loan Document; (ii) such Mortgage Loan Document is not outstanding pursuant to a request for release of documents and receipt in the form annexed hereto as Exhibit 2; and (iii) such Mortgage Loan Document was held by the Custodian on behalf of the Purchaser (a “Custodial Delivery Failure”), then the Custodian shall indemnify the Purchaser in accordance with the succeeding paragraph of this Section 24.

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The Custodian agrees to indemnify and hold the Purchaser and the Servicer and their respective designees, harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against them in any way relating to or arising out of a Custodial Delivery Failure or the Custodian’s negligence, lack of good faith or willful misconduct. The foregoing indemnification shall survive any termination or assignment of this Agreement.

SECTION 24. Indemnification of Custodian.

The Purchaser agrees to indemnify and hold Custodian and its directors, officers, agents, affiliates and employees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever, including reasonable attorney’s fees, that may be imposed on, incurred by, or asserted against it or them in any way relating to or arising out of this Custodial Agreement or any action taken or not taken by it or them hereunder unless such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements were imposed on, incurred by or asserted against Custodian because of the breach by Custodian of its obligations hereunder, which breach was caused by negligence, lack of good faith or willful misconduct on the part of the Custodian or any of its directors, officers, agents or employees. The foregoing indemnification shall survive any termination of this Custodial Agreement.

SECTION 25. Custodian Obligations Regarding Genuineness of Documents.

In the absence of bad faith on the part of Custodian, Custodian may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any request, instructions, certificate, opinion or other document furnished to Custodian reasonably believed by Custodian to be genuine and to have been signed or presented by the proper party or parties and conforming to the requirements of this Custodial Agreement, but in the case of any loan document or other request, instruction, document or certificate which by any provision hereof is specifically required to be furnished to Custodian, Custodian shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Custodial Agreement.

SECTION 26. Shipment of Documents.

Written instructions as to the method of shipment and shipper(s) Custodian is directed to utilize in connection with transmission of Mortgage Loan Documents in the performance of the Custodian’s duties hereunder shall be delivered by the Purchaser to Custodian prior to any shipment of any Mortgage Loan Documents hereunder. The Purchaser will arrange for the provision of such services at its sole cost and expense (or, at Custodian’s option, reimburse Custodian for all costs and expenses incurred by Custodian consistent with such instructions) and will maintain such insurance against loss or damage to mortgage files and loan documents as the Purchaser deems appropriate. Without limiting the generality of the provisions of Section 24 above, it is expressly agreed that in no event shall Custodian have any liability for any losses or damages to any person, arising out of actions of Custodian with instructions of the Purchaser.

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SECTION 27. Authorized Representatives.

Each individual designated as an authorized representative of the Custodian, the Purchaser and the Seller (an “Authorized Representative”), is authorized to give and receive notices, requests and instructions and to deliver certificates and documents in connection with this Custodial Agreement on behalf of the Custodian, the Purchaser and the Seller, respectively, and the specimen signature for each such Authorized Representative of the Custodian, the Purchaser and the Seller initially authorized hereunder is set forth on Exhibits 3, 4 and 5, respectively. From time to time, Custodian, the Purchaser and the Seller may, by delivering to the others a revised exhibit, change the information previously given pursuant to this Section, but each of the parties hereto shall be entitled to rely conclusively on the then current exhibit until receipt of a superseding exhibit.

SECTION 28. Reproduction of Documents.

This Custodial Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications which may hereafter be executed, and (b) certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

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IN WITNESS WHEREOF, the Purchaser, the Seller and the Custodian have caused their names to be duly signed hereto by their respective officers thereunto duly authorized, all as of the date first above written.

GOLDMAN SACHS MORTGAGE COMPANY,

as Purchaser

By: ______________________________________
Name:
Title:

DEUTSCHE BANK NATIONAL TRUST COMPANY,

as Custodian

By: ______________________________________
Name:
Title:

BANK OF AMERICA, NATIONAL ASSOCIATION,

as Seller

By: ______________________________________
Name:
Title:

EXHIBIT 1A

CERTIFICATION

__________________, 200_

[To be addressed to the Purchaser]

Re:

The Custodial Agreement, dated as of December 1, 2004, among Goldman Sachs Mortgage Company as the Purchaser, Bank of America, National Association as the Seller and Deutsche Bank National Trust Company as the Custodian

Ladies and Gentlemen:

In accordance with the provisions of Section 3 of the above-referenced Custodial Agreement, the undersigned, as the Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule attached hereto (other than any Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto) it has reviewed the Custodial Files and has determined that (i) all documents required to be delivered to it as of the date hereof pursuant to the Custodial Agreement are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and related to such Mortgage Loan; (iii) based on its examination and only as to the foregoing documents, the information set forth in items (1), (6), (7), (8), (11), (18), (19), (23), (24), (25), (26), (27), (30), (32) and (34) on the Mortgage Loan Schedule respecting such Mortgage Loan is correct; and (iv) each Mortgage Note in its possession has been endorsed as provided in Section 2 of the Custodial Agreement. The Custodian makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.

DEUTSCHE BANK NATIONAL TRUST COMPANY

Custodian

By: _____________________________________
Name:
Title:

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EXHIBIT 1B

CERTIFICATION

__________________, 200_

[To be addressed to the Purchaser]

Re:

Ladies and Gentlemen:

In accordance with the provisions of Section 3 of the above-referenced Custodial Agreement, the undersigned, as the Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule attached hereto (other than any Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto) it has reviewed the Custodial Files and has determined that (i) all documents required to be delivered to it as of the date hereof pursuant to the Custodial Agreement are in its possession and (ii) such documents have been reviewed by it and appear regular on their face and related to such Mortgage Loan. The Custodian makes no representations as to: (i) the validity, legality, enforceability or genuineness of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan.

DEUTSCHE BANK NATIONAL TRUST COMPANY

Custodian

By: ____________________________________
Name:
Title:

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EXHIBIT 2

REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

To: _______________________________ [Address]

Re:

The Custodial Agreement dated as of December 1, 2004 among Goldman Sachs Mortgage Company as the Purchaser, Bank of America, National Association as the Seller and Deutsche Bank National Trust Company as the Custodian.

In connection with the administration of the Mortgage Loans held by you as the Custodian on behalf of the Purchaser, we request the release, and acknowledge receipt, of the (Custodial File/[specify documents]) for the Mortgage Loan described below, for the reason indicated.

Mortgagor’s Name, Address & Zip Code:

Mortgage Loan Number:

Reason for Requesting Documents (check one)

[___] (i)

Mortgage Loan Paid in Full. (The Company hereby certifies that all amounts received in connection therewith have been credited to the custodial account as provided in the Agreement.)

[___] (ii)

Mortgage Loan liquidated by ________________. (The Company hereby certifies that all proceeds of foreclosure, insurance, condemnation or other liquidation have been finally received and credited to the custodial account pursuant to the Agreement.)

[___] (iii)

Repurchase pursuant to the Agreement. (The Company hereby certifies that the repurchase price has been credited to the custodial account as provided in the Agreement.)

[___] (iv)

Mortgage Loan in Foreclosure.

[___] (v)

Other

(Explain)

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If box 1, 2 or 3 above is checked, and if all or part of the Custodial File was previously released to us, please release to us our previous request and receipt on file with you, as well as any additional documents in your possession relating to the specified Mortgage Loan.

If box 4 or 5 above is checked, upon our return of all of the above documents to you as the Custodian, please acknowledge your receipt by signing in the space indicated below, and returning this form.

[_________]

Servicer

By: _________________________________

Name:

Title:

Date:

Acknowledgement of Documents returned to the Custodian:

DEUTSCHE BANK NATIONAL TRUST COMPANY

Custodian

By: ______________________________
Name:
Title:
Date:

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EXHIBIT 3

AUTHORIZED REPRESENTATIVES OF THE CUSTODIAN

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EXHIBIT 4

AUTHORIZED REPRESENTATIVES OF THE PURCHASER

8-4-1

EXHIBIT 5

AUTHORIZED REPRESENTATIVES OF THE COMPANY

8-5-1

EXHIBIT 9

FORM OF OFFICER’S CERTIFICATE

I, ______________________, hereby certify that I am a duly elected [Vice President] of _____________________________, a corporation organized under the laws of the State of _________ (the “Company”) and further as follows:

1. Attached hereto as Exhibit 1 is a true, correct and complete copy of the Articles of Association of the Company which is in full force and effect on the date hereof.

Attached hereto as Exhibit 2 is a true, correct and complete copy of the by-laws of the Company which are in effect on the date hereof.

The execution and delivery by the Company of the Seller’s Flow Mortgage Loan Sale and Servicing Agreement, dated as of December 1, 2004 (the “Sale and Servicing Agreement”) and the Custodial Agreement, dated as of December 1, 2004 (the “Custodial Agreement” and, together with the Sale and Servicing Agreement, the “Agreements”) are in the ordinary course of business of the Company and no special resolutions or consents of the board of directors of the Company are required in connection therewith.

Each person who, as an officer or representative of the Company, signed (a) the Sale and Servicing Agreement, or (b) any other document delivered prior hereto or on the date hereof in connection with any transaction described in the Agreements was, at the respective times of such signing and delivery a duly elected or appointed, qualified and acting officer or representative of the Company, who holds the office set forth opposite his or her name on Exhibit 3, and the signatures of such persons appearing on such documents are their genuine signatures.

No proceedings for dissolution, merger, consolidation, liquidation, conservatorship or receivership of the Company or for the sale of all or substantially all of its assets is pending, or to my knowledge threatened, and no such proceeding is contemplated by the Company.

[SIGNATURE ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Company.

Dated:

By: _______________________________
Title: Vice President

I, __________________ the Secretary of __________________________, hereby certify that _______________________ is a duly elected and acting Vice President of the Company and that the signature appearing above is his genuine signature.

IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:

By: _______________________________
Title: Secretary

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EXHIBIT 10

FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this _____ day of __________________, 200_, among BANK OF AMERICA, NATIONAL ASSOCIATION, a __________________________ (the “Servicer”), _________________________ a ________________________ (the “Assignee”), and _____________________________, a _______________________ (the “Assignor).

WHEREAS, Goldman Sachs Mortgage Company and the Servicer have entered into a certain Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement dated as of July 1, 2005 (the “Servicing Agreement”) and an Assignment and Conveyance Agreement date as of [___], pursuant to which the Servicer sold certain mortgage loans listed on the mortgage loan schedule attached as an exhibit to the Assignment and Conveyance Agreement;

WHEREAS, the Assignee has agreed on certain terms and conditions to purchase from the Assignor certain mortgage loans (the “Mortgage Loans”), which Mortgage Loans are subject to the provisions of the Servicing Agreement and are listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “Mortgage Loan Schedule”);

WHEREAS, pursuant to a Trust Agreement, dated as of [______ __], 200_ (the “Trust Agreement”), between GS Mortgage Securities Corp., as Depositor, and [______], as Trustee (the “Trustee”), the Assignee will transfer the Mortgage Loans to the Trustee, together with the Assignee’s rights in the Sale and Servicing Agreement;

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Assignment and Assumption.

(a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans and Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans.

(b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Servicing Agreement.

(c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

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2. Accuracy of Servicing Agreement.

The Servicer and the Assignor represent and warrant to the Assignee that (i) attached hereto as Exhibit 2 is a true, accurate and complete copy of the Servicing Agreement, (ii) the Servicing Agreement is in full force and effect as of the date hereof, (iii) the Servicing Agreement has not been amended or modified in any respect and (iv) no notice of termination has been given to the Servicer under the Servicing Agreement.

3. Recognition of Purchaser.

From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Assignee in its books and records, shall recognize the Assignee as the owner of the Mortgage Loans and shall service the Mortgage Loans for the benefit of the Assignee pursuant to the Servicing Agreement, the terms of which are incorporated herein by reference. It is the intention of the Assignor, Servicer and Assignee that the Servicing Agreement shall be binding upon and inure to the benefit of the Servicer and the Assignee and their successors and assigns.

4. Representations and Warranties of the Assignee.

(a) Decision to Purchase. The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement or this Agreement.

(b) Authority. The Assignee hereto represents and warrants that it is duly and legally authorized to enter into this Agreement and to perform its obligations hereunder and under the Servicing Agreement.

(c) Enforceability. The Assignee hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by it and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

5. Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee as follows:

(a) The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Assignment Agreement.

10-2

(b) This Assignment Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, 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 Assignor of this Assignment 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 Assignment Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound.

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

(f) Except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein.

(g) The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement or other agreement approved by the related Federal Insurer, to the extent such approval was required.

It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to the Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto).

10-3

It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

6. Repurchase of Mortgage Loans.

Upon discovery or notice of any breach by the Assignor of any representation, warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee 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 Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 60 days from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect, such cure or repurchase must take place within 75 days of the Defect Discovery Date.

In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer. If the Servicer does not within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or purchase for the Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to purchase the Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the related Servicing Agreement with respect to such Mortgage Loan

Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof, or to take notice of any breach or default thereof.

7. Representations and Warranties of the Servicer. The Servicer hereby represents and warrants, for the benefit of the Assignor, the Assignee and the Master Servicer, that the representations and warranties set forth in Section 7.02 of the Servicing Agreement, are true and correct on the date hereof as if such representations and warranties were made on the date hereof, and that the representations and warranties set forth in Section 7.01 of the Servicing Agreement are true and correct as of [date].

10-4

The Servicer hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Master Servicer in connection with any breach of the representations and warranties made by the Servicer set forth in Section 7 hereof shall be as set forth in Section 7.03 and Article XXVIII of the Servicing Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein).

8. Continuing Effect.

Except as contemplated hereby, the Servicing Agreement shall remain in full force and effect in accordance with its terms.

9. Governing Law.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS).

10. Notices.

Any notices or other communications permitted or required hereunder or under the Servicing Agreement shall be in writing and shall be deemed conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt requested or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing, to: (i) in the case of the Servicer, [_____________________, _____________________] or such address as may hereafter be furnished by the Servicer; (ii) in the case of the Assignee, _________________, _________________, Attention: ________________________, or such other address as may hereafter be furnished by the Assignee, and (iii) in the case of the Assignor, __________________, Attention: _________________, or such other address as may hereafter be furnished by the Assignor.

11. Counterparts.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

12. Definitions.

Any capitalized term used but not defined in this Agreement has the same meaning as in the Servicing Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

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ASSIGNEE:

By: ____________________________
Name:
Title:

ASSIGNOR:

By: ____________________________
Name:
Title:

Acknowledged by:

SERVICER:

By:______________________________

Name:____________________________

Title:_____________________________

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EXHIBIT 11

ITEMS INCLUDED IN MONTHLY REMITTANCE ADVICE

INVESTOR REPORTS

Monthly Cutoffs:

Scheduled Remittance:

P139 Trial Balance by Investor

T62A Loan Activity Report

T62C Monthly Accounting Report

T62D Reconciliation of Principal and Calculation of Minimum Cash Required

T62E Liquidation Report

S50Y Private Pool Detail Report

S21H Participant Summary of Curtailments Made Remittance Report

S21J Participant Summary of Paid In Full Remittance Report

S21K Participant Consolidation of Remittance Report

Electronic Loan Level Reports:

Company agrees to provide the file to the Purchaser containing loan data as of the related Cut-off Date at no charge. Subsequent files will be produced at a cost to Purchaser of $200 for each file.

DEFAULT REPORTS

Delinquents:

Loan Number

Borrower Name

Address

Due Date

Unpaid Principal Balance

Escrow Advance

Corporate Advance

Comments

Foreclosure:

Loan Number

Borrower Name

Address

Unpaid Principal Balance

Default Code Description

Escrow Advance

Corporate Advance

11-1

FC/Stop

Status

Indicator

Step Code Description

Actual Date

REO Start Date

Comments

Bankruptcy:

Loan Number

Borrower Name

Address

Unpaid Principal Balance

Default Code Description

Escrow Advance

Corporate Advance

Chapter

Filing Date

Confirm Hearing Date

Post Petition Due Date

Motion For Relief Filed Date

Motion For Relief Hearing Date

Motion For Relief Denied Date

Motion For Relief Followup Date

Dismissal Date

Discharge Date

Comments

11-2

EXHIBIT 12

FORM CERTIFICATION TO BE

PROVIDED BY THE SERVICER

I, [identify the certifying individual], certify to _______________, and its officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

1. Based on my knowledge, the information in the Annual Statement of Compliance, the Annual Independent Public Accountant’s Servicing Report and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans submitted by the Servicer to the Master Servicer taken as a whole (and as amended or corrected in writing to the Master Servicer), does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the date of this certification;

2. The servicing information required to be provided to the Master Servicer by the Servicer under the Servicing Agreement has been provided to the Master Servicer;

3. I am responsible for reviewing the activities performed by the Servicer under the Servicing Agreement and based upon the review required by the Servicing Agreement, and except as disclosed in the Annual Statement of Compliance or the Annual independent Public Accountant’s Servicing Report, the Servicer has, for the period covered by the Form 10-K fulfilled its obligation under the Servicing Agreement; and

4. The Servicer has disclosed to the Servicer’s Certified Public Accountants all significant deficiencies relating to the Servicer’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers of similar standard as set forth in the Servicing Agreement.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2005 (the “Servicing Agreement”), between Bank of America, National Association and Goldman Sachs Mortgage Company.

BANK OF AMERICA, NATIONAL ASSOCIATION

By: _____________________________________
Name:________________________________
Title:_________________________________
Date:

12-1

EXHIBIT 13

ASSIGNMENT AND CONVEYANCE

On this ___ day of __________, ____, Bank of America, National Association (“Seller”), as (i) the Seller under that certain Commitment Letter, dated as of ___________, _____ (the “Commitment Letter”), (ii) the Seller under that certain Amended and Restated Flow Mortgage Loan Sale and Servicing Agreement, dated as of July 1, 2005 (the “Purchase Agreement” and, together with the Commitment Letter, the “Agreements”) does hereby sell, transfer, assign, set over and convey to Goldman Sachs Mortgage Company (“Purchaser”) as the Purchaser under the Agreements, without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the “Mortgage Loans”), together with the Mortgage Files and all rights and obligations arising under the documents contained therein. Except as set forth on Exhibit D hereto, each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Article VI of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Custodial Agreement. The contents of each Servicing File required to be retained by the Bank of America, National Association as servicer (the “Servicer”) to service the Mortgage Loans pursuant to Purchase Agreement and thus not delivered to the Purchaser are and shall be held in trust by the Servicer in its capacity as Servicer for the benefit of the Purchaser as the owner thereof. The Servicer’s possession of any portion of the Servicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Purchase Agreement, and such retention and possession by the Servicer shall be in a custodial capacity only. The ownership of each Mortgage Note, Mortgage, the Servicing Rights and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller or the Servicer shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Servicer at the will of the Purchaser in such custodial capacity only.

In accordance with Article VI of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto with the Mortgage Loan Package characteristics as set forth on Exhibit B hereto. Notwithstanding any provision in the Agreements to the contrary, the representations and warranties set forth in Section 7.01 and the document delivery requirements of Section 6.03 of the Purchase Agreement are subject to and qualified by the exceptions set forth on Exhibit D hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements.

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement.

[SIGNATURE PAGE FOLLOWS]

13-1

BANK OF AMERICA, NATIONAL ASSOCIATION

By: ___________________________________

Name: _________________________________

Title: __________________________________

Accepted and Agreed:

GOLDMAN SACHS MORTGAGE COMPANY

By: ______________________________

Name: _________________________

Title: __________________________

13-2

EXHIBIT A

TO ASSIGNMENT AND CONVEYANCE AGREEMENT

THE MORTGAGE LOANS

13-A-1

EXHIBIT B

TO ASSIGNMENT AND CONVEYANCE AGREEMENT

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL

CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE

Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date:

13-B-1

EXHIBIT C

TO ASSIGNMENT AND CONVEYANCE AGREEMENT

UNDERWRITING GUIDELINES

On file with the Purchaser.

13-C-1

EXHIBIT D

TO ASSIGNMENT AND CONVEYANCE AGREEMENT

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES REGARDING INDIVIDUAL MORTGAGE LOANS

13-D-1

ARTICLE I	Definitions	1

ARTICLE II	Purchase and Conveyance	14

ARTICLE III	Mortgage Loan Schedule	15

ARTICLE IV	Purchase Price	15

ARTICLE V	Examination of Mortgage Files	15
ARTICLE VI	Delivery of Mortgage Loan Documents	16

Section 6.01.	Possession of Mortgage Files.	16
Section 6.02.	Books and Records; Transfers of Mortgage Loans.	16
Section 6.03.	Delivery of Mortgage Loan Documents.	17
Section 6.04.	Assignment and Conveyance	19

ARTICLE VII	Representations, Warranties and Covenants; Remedies for Breach	20

Section 7.01.	Representations and Warranties Regarding Individual Mortgage Loans.	20
Section 7.02.	Seller and Servicer Representations.	31
Section 7.03.	Remedies for Breach of Representations and Warranties.	33

ARTICLE VIII	Closing	35

ARTICLE IX	Closing Documents	35

ARTICLE X	Costs	36

ARTICLE XI	Administration and Servicing of Mortgage Loans	36

Section 11.01.	Servicer to Act as Servicer; Subservicing.	36
Section 11.02.	Liquidation of Mortgage Loans.	39
Section 11.03.	Collection of Mortgage Loan Payments.	39
Section 11.04.	Establishment of Custodial Account; Deposits in Custodial Account.	39
Section 11.05.	Withdrawals From the Custodial Account.	41
Section 11.06.	Establishment of Escrow Account; Deposits in Escrow Account.	42
Section 11.07.	Withdrawals From Escrow Account.	43
Section 11.08.	Payment of Taxes, Insurance and Other Charges; Collections Thereunder.	43
Section 11.09.	Transfer of Accounts.	44
Section 11.10.	Maintenance of Hazard Insurance.	44

Section 11.11.	Maintenance of Primary Mortgage Insurance Policy; Claims.	45
Section 11.12.	Fidelity Bond; Errors and Omissions Insurance.	46
Section 11.13.	Title, Management and Disposition of REO Property.	46
Section 11.14.	Servicing Compensation.	47
Section 11.15.	Distributions.	48
Section 11.16.	Statements to the Purchaser.	48
Section 11.17.	Advances by the Servicer.	49
Section 11.18.	Assumption Agreements.	49
Section 11.19.	Satisfaction of Mortgages and Release of Mortgage Files.	50
Section 11.20.	Annual Statement as to Compliance.	50
Section 11.21.	Annual Independent Public Accountants’ Servicing Report.	51
Section 11.22.	Servicer Shall Provide Access and Information as Reasonably Required.	52
Section 11.23.	Inspections.	52
Section 11.24.	Restoration of Mortgaged Property.	52
Section 11.25.	Fair Credit Reporting Act.	53
Section 11.26.	Compliance with Gramm-Leach-Bliley Act of 1999.	53
Section 11.27.	Optional Clean-up Call.	53
Section 11.28.	BPP Mortgage Loans.	54

ARTICLE XII	The Servicer	54

Section 12.01.	Indemnification; Third Party Claims.	54
Section 12.02.	Merger or Consolidation of the Servicer.	55
Section 12.03.	Limitation on Liability of the Servicer and Others.	55
Section 12.04.	Seller and Servicer Not to Resign.	55

ARTICLE XIII	Default	56

Section 13.01.	Events of Default.	56
Section 13.02.	Waiver of Default.	57

ARTICLE XIV	Termination	57

Section 14.01.	Termination.	57
Section 14.02.	Successors to the Servicer.	58

ARTICLE XV	Notices	59

ARTICLE XVI	Severability Clause	59

ARTICLE XVII	No Partnership	60

ARTICLE XVIII	Counterparts	60

ARTICLE XIX	Governing Law	60

ARTICLE XX	Intention of the Parties	60

ARTICLE XXI	Waivers	61

ARTICLE XXII	Exhibits	61

ARTICLE XXIII	General Interpretive Principles	61

ARTICLE XXIV	Reproduction of Documents	62

ARTICLE XXV	Amendment	62

ARTICLE XXVI	Confidentiality	62

ARTICLE XXVII	entire Agreement	63

ARTICLE XXVIII	Further Agreements; Securitization	63

ARTICLE XXIX	Compliance with REMIC Provisions	64

ARTICLE XXX	Successors and Assigns	64

ARTICLE XXXI	Non-Solicitation	65