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Footnote Exhibits - Page 5460

CONFIDENTIAL
CONFIDENTIAL
TIMBERWOLF I,I, LTD.
TIMBERWOLF LTD.
TIMBERWOLF II (DELAWARE)
TIMBERWOLF (DELAWARE) CORP.
CORP.
U.S.$ 9,000,000
u.s.$ 9,000,000 Class
Class 5-1
S-1 Floating
Floating Rate
Rate Notes
Notes Due
Due 2011
2011
U.S.$ 8,300,000
U.S.$ 8,300,000Class
Class 5-2
S-2 Floating
Floating Rate
Rate Notes
Notes Due
Due 2011
2011
U.S.$ 100,000,000 Class
U.S.$100,000,000 Class A-1a
A-la Floating
Floating Rate
Rate N.otes
Notes Due
Due 2039
2039
U.S.$ 200,000,000
U.S.$ 200,000,000 Class A-1
A-lb Floating Rate
b Floating Rate Notes Due
Due 2039
2039
U.S.$ 100,000,000 Class A-1c
U.S.$100,000,000Class A-1c Floating
Floating Rate
Rate Notes
Notes Due
Due 2044
2044
U.S.$ 100,000,000 Class
U.S.$100,000,000 Class A-1d
A-Id Floating
Floating Rate
Rate Notes
Notes Due
Due 2044
2044
U.S.$ 305,000,000 Class
U.S.$ Class A-2 Floating
Floating Rate
Rate Notes
Notes Due
Due 2047
U.S.$ 107,000,000 Class
U.S.$107,000,000 Class BB Floating
Floating Rate
Rate Notes
Notes Due
Due 2047
U.S.$ 36,000,000 Class CC Deferrable
U.S.$ ·36,000,000 Deferrable Floating
Floating Rate
Rate Notes Due
Due 2047
2047
U.S.$ 30,000,000 Class 0D Deferrable
U.S.$ Deferrable Floating
Floating Rate
Rate Notes Due 2047
2047
. U.S.$ 22,000,000
U.S.$ 22,000,000 Income
income .Notes
.Notes Due
Due 2047 .

(with Respect
Secured (with Respect to the Notes) Primarily
Primarily by
by aa Portfolio
Portfolio of
of COO
CDO Securities and
and Synthetic
(referencing CDO Securities)
Securities (referencing
t
The Notes (as defined herein) and the Income
The Income Not.es
Notes (as (collectively, the "Securities")
(as defined herein) (collect!vely, "Securities are being
bein, offered heraby in the Unite!!
offered hereby IUnitd S!ates to
S ates !e
. qualified institutional buyers (as defined
defined in Rule
Rule 144A
144A under the United States
States Securities
Securities Ad
Act of
of 1933,
1933, as amended (the "Securities
"Securities Act"),
Act")), in
in reliance on Rule 1.44A
144A
under the Securities
under the Securities Ad, Act, and, solely in the
solely in the case
case of the
the Income
Income Notes, to
to accredited investors
Investors (as
(as defined in Rule
Rule 501
501(a)
(a) under the Securities Ad)Act) who have aa netnet
worth of
worth of not
not less
less than
than U.S.$10 million
million intransadions
in transactions exempt from registration
registration under the Securities
Securities Ad.
Act. The
The Securities are being offered herebyhereby Inin the United
United
States only
States only to persons that are also "qualified purchasers" for purposes of of Section
Section 3(c)(7)
3(c)(7) under the United
United States Investment
States Investment Company Ad of 1940,
Act 1940, as as amended
(the "Investment
(the "Investment Company
Company Adi.
Act"). The Securities
Securities are being offered hereby
hereby outside the United States
States to non
non U.S. Persons In In offshore
offshore transadions
transactions in reliance
reliance on
on
Regulation S
Regulation S C'Regulation
("Regulation Si under the Securities Act.
S") under Act. See
See "Underwriting."
"Underwriting." .
for 8a discussion
'Rsk Factors" for
See "Risk discussion of certain factors to be considered in connection with an investment in the Securities.
Securities.
is no established trading market for the Securities.
There Is Securities. Application may be made
made to admit the Securities on aa stock exchange of the Issuer's
Issuer's choice, ifif
practicable. There can
practicable. There can be
be no
no assurance
assurance that such
such admission will be sought, granted or maintained.
maintained.
It is a condition of the issuance of the Securities that the Class 5-1S-1 Notes, the Class
Class 5-2
S-2 Notes, the Class
Class A-1
A-i aa Notes.
Notes, the Class A-1 bb Notes.
Notes, the Class
A-1c Notes, the Class A-1d
.A-1c A-id Notes and the Class A-2 Notes be issuedissued with a rating of 'Aaa" by Moody's
"Aaa" by Moody's Investors Service, Inc.
Inc. ("Moody'si
("Moody's") and "AAA' by Standard
&&Poor's
Poor's Ratings Services.
Services, aa division
division of The McGraw-Hili
McGraw-Hill Companies.
Companies, Inc.
Inc. ("S&P;
("S&P," and
and together with Moody's, Agencies,
Moody's. the "Rating Agenciesi. that the Class B Notes be
issued with
issued with aa rating
rating of at least
least "Aa2" by Moody's and atleast"AA"
at least "AA"by S&P, that thethe Class C Notes
Notes be
be issued with a rating of at least "A2"
"A2" by Moody's and at least
"A"by
"A" by S&P and and that the Class D Notes
Notes be Issued with a rating of at least "Baa2"
"Baa2" by Moody's
Moody's and at least
least "BBB"
"BBB" by S&P. The Income Notes will not be rated. A A
credit rating is not aa recommendation
credit recommendation to buy, buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. See
"Ratings
"Ratings of the Notes."
ofthe Notes."
See "Underwriting"
"Underwriting" for a8 discussion of the terms and conditions of the purchase of the Securities by the Initial Purchaser.
THE ASSETS OF THE ISSUER
THE ASSETS ISSUER (AS DEFINED DEFINED HEREIN) ARE THE SOLE SOURCE SOURCE OF PAYMENTS PAYMENTS ON THE SECURITIES. SECURITIES DO NOT
SECURITIES. THE SECURITIES NOT
REPRESENT AN
REPRESENT INTEREST IN
AN INTEREST IN OR OBLIGATIONS OF, AND ARE NOT INSURED OR GUARANTEED
NOT INSURED GUARANTEED BY. BY, THE HOLDERS
HOLDERS OF THE THE SECURITIES,
SECURITIES. THE. THE.
COLLATERAL
COLLATERAL MANAGER MANAGER (AS DEFINED HEREIN),
DEFINED HEREIN), THE CASHFLOW
CASH FLOW SWAP COUNTERPARTY (AS DEFINED
SWAP COUNTERPARTY DEFINED HEREIN). GOLDMAN, SACHS
HEREIN). GOLDMAN. SACHS & & CO. (AS
INITIAL PURCHASER
INITIAL PURCHASER (AS DEFINED DEFINED HEREIN)),
HEREIN». THE ISSUER ISSUER ADMINISTRATOR
ADMINISTRATOR (AS DEFINED HEREIN),
DEFINED HEREIN), THE AGENTS
AGENTS (AS DEFINED HEREIN).
DEFINED HEREIN), THE
TRUSTEE
TRUSTEE (AS DEFINED DEF1NED HEREIN),
HEREIN). THE THE SHARE TRUSTEE TRUSTEE (AS DEFINED DEFINED HEREIN)
HEREIN) OR ANY OF OF THEIR
THEIR RESPECTIVE AFFILIATES.
RESPECTIVE AFFILIATES.
THE
->. .
THE SECURITIES
SECURITIES HAVE HAVE NOT NOT BEEN
BEEN AND AND WILL
WILL NOT BE BE REGISTERED
REGISTERED UNDER UNDER THE SECURITIES
SECURITIES ACT, NEITHER OF THE ISSUERS
ACT. AND NEITHER ISSUERS (AS DEFINED DEFINED
HEREIN) WILL
HEREIN) WILL BE BE REGISTERED
REGISTERED UNDER UNDER THE INVESTMENT
INVESTMENT COMPANY COMPANY ACT. THE SECURITIES SECURITIES MAY NOT NOT BE OFFERED OR SOLD WITHIN
BE OFFERED WITHIN THE THE UNITED.
UNITED
STATES
STATES OR OR TO,
TO. OR OR FORFOR THETHE ACCOUNT
ACCOUNT OR BENEFIT BENEFIT OF, OF. U.S. PERSONS
PERSONS (AS SUCH SUCH TERMS
TERMS ARE ARE DEFINED
DEFINED UNDER UNDER THE SECURITIES
SECURITIES ACT) ACT) EXCEPT
EXCEPT
PURSUANT TO
PURSUANT TO AN AN EXEMPTION
EXEMPTION FROM, FROM. OR IN A TRANSACTIONTRANSACTION NOT NOT SUBJECT TO, TO. THE REGISTRATION REQUIREMENTS
THE REGISTRATION REQUIREMENTS OF THE SECURITIES SECURITIES ACT.
ACCORDINGLY,
ACCORDINGLY. THE SECURITIES ARE BEING OFFERED
THE SECURITIES OFFERED HEREBY HEREBY ONLY ONLY TO (A) (1) (1) QUALIFIED
QUALIFIED INSTITUTIONAL
INSTITUTIONAL BUYERS BUYERS (AS DEFINED
DEFINED IN IN RULE
RULE 144A144A
UNDER THE
UNDER THE SECURITIES
SECURITIES ACT) ACT) AND, SOLELY IN
AND. SOlELY INTHETHE CASE
CASE OF THE THE INCOME NOTES, ACCREDITED
INCOME NOTES, INVESTORS (AS DEFINED
ACCREDITED INVESTORS DEFINED IN IN RULE
RULE 501(a) UNDER UNDER
THE
THE SECURITIES
SECURITIES ACT) THAT THAT HAVE HAVE A NET NET WORTH OF OF NOTNOT LESS THAN THAN U.S.$10
U.S.$10 MILLION AND, AND. WHOWHO ARE ARE (2) QUALIFIED
QUALIFIED PURCHASERS
PURCHASERS FOR FOR
PURPOSES
PURPOSES OF OF SECTION
SECTION 3(c)(7) UNDER UNDER THE THE INVESTMENT
INVESTMENT COMPANY COMPANY ACT AND (B) CERTAIN NON-U.S.
(B) CERTAIN NON-U.S. PERSONS
PERSONS OUTSIDE OUTSIDE THE
THE UNITED
UNITED STATES
STATES IN IN
RELIANCE ON REGULATION
RELIANCE ON REGULA'TION S UNDER UNDER THE SECURITIES
SECURITIES ACT. PURCHASERS PURCHASERS AND AND SUBSEQUENT
SUBSEQUENT TRANSFEREES
TRANSFEREES OF CLASS D D NOTES
NOTES AND AND INCOME
INCOME
NOTES (OTHER THAN
NOTES (OTHER THAN REGULATION S REGULATION S CLASS D NOTES
NOTES AND REGULATION
REGULATION S INCOME INCOME NOTES)
NOTES) WILL WILL BE REQUIRED TO EXECUTE
BE REQUIRED EXECUTE AND AND DELIVER
DELIVER A A
LETTER
LETTER CONTAINING
CONTAINING CERTAIN CERTAIN REPRESENTATIONS
REPRESENTATIONS AND AGREEMENTS, AGREEMENTS. AND AND PURCHASERS
PURCHASERS AND SUBSEQUENT SUBSEQUENT TRANSFEREESTRANSFEREES OF OF CLASS S
NOTES,
NOTES, CLASS CLASS A-ia NOTES, CLASS
A-1a NOTES. CLASS A-1b A·1b NOTES,
NOTES. CLASS ClASS A-ic NOTES, CLASS
A-1c NOTES. CLASS A-id NOTES, CLASS A-2 NOTES,
A-1d NOTES. NOTES, CLASS CLASS B NOTES, ClASS
NOTES, CLASS C NOTES C NOTES
AND CLASS
CLASS D D NOTES
NOTES AND REGULATIONREGULATION S INCOME INCOME NOTES NOTES WILL BE DEEMED TO HAVE
BE DEEMED HAVE MADE
MADE SUCHSUCH REPRESENTATIONS
REPRESENTATIONS AND AGREEMENTS, AGREEMENTS. AS
SET
SET FORTH
FORTH UNDERUNDER "NOTICE TO INVESTORS." INVESTORS:" THE SECURITIES ARE
THE SECURITIES ARE NOTNOT TRANSFERABLE
TRANSFERABLE EXCEPT EXCEPT IN ACCORDANCE
ACCORDANCE WITH THE RESTRICTIONS RESTRICTIONS
DESCRIBED
DESCRIBED UNDER UNDER "NOTICE"NOTICE TO TO INVESTORS."
INVESTORS."
The
The Securities
Securities are are being offered
offered by Goldman,
Goldman. Sachs & Co. (in the case of the Securities Securities offered outside the the United
United States,
States. selling
selfing through
through itsIts selling
seiling
agent)
agent) (the "Initial Purchaser"),
(the "Initial Purchaserj. in each each case,
case. as
as specified herein,
herein. subject
subject to its right
right to
to reject
rejed any order in in whole
whole or
or In
In part,
part. in
In one or more
more negotiated
negotiated transactions
transactions
or
or otherwise
otherwise at varying prices prices to10 be
be determined
determined at the time of sale sale plus
plus accrued
accrued Interest,
Interest. If any,
any. from
from the
the Closing
Closing Date
Date (as(as defined herein). It is expected
expeded that that the
Class
Class S-15-1 Notes,
Notes. Class
Class S-2 5-2 Notes,
Noles. Class
Class A-ia
A-1a Notes,
Notes. ClassClass A-lb
A-1b Notes,
Notes. Class
Class A-1c
A-1c Notes,
Noles, Class
Class A-id
A-1d Notes, Class A-2 Notes, Notes. Class
Class B Notes,
Notes. Class
Class C C Notes,
Notes.
Regulation
Regulation S S Class
Class D 0 Notes
Notes and the the Regulation S Income Income Notes will be be ready
ready for delivery in bookbook entry
entry form
form only
only in
in New
New York,
York. New
New York,
York. on
on or
or about
about March
March 27,27.
2007
2007 (the
(the "Closing
·Closlng Date",
Datei, through the the facilities ofof DTC
DTC andand inin the
the case
case of the Securities
Securities sold
sold outside the the United
United States,
States. for the
the accounts of of Euroclear
Euroclear BankBank
S.A./N.V.,
SA/N.V .• as as operator
operator of of the
the Eurociear
Euroclear System
System ("Euroclear")
{"Euroclearj and and Clearstream
C1earslream Banking,
Banking. soci~td
societe anonyme
anonyme ("Clearstream"),
C'Clearstreamj. against payment
payment therefor
therefor Inin immediately
immediately
available
available funds.
funds. It It is
is expected
expected thatthat the
the Class
Class D D Notes
Notes (other
(other than
than the
the Regulation
Regulation SS Class
Class D D Notes)
Notes) the Income
Income Notes
Noles (other
(other than the
the Regulation
Regulation S S Income
Income Notes)
will be ready for delivery
will be ready for delivery in definitive
definitive form
form In New
New York,
York. NewNew York on on the
the Closing
Closing Date,
Date, against
against payment
payment therefor
therefor In immediately
immediately available
available funds. TheThe Notes sold in in
reliance
reliance onon Rule
Rule 144A
144A will be be issued in In minimum
minimum denominations
denominations of of U.S.$250,000
U.S.$250,OOO and and Integral
Integral multiples
multiples of
of U.S.$1
U.S.$1 in
in excess
excess thereof.
thereof. The
The Notes sold
sold in
in reliance on on
Regulation S will be issued in minimum
Regulation S will be issued in minimum denominations of denominations of U.S.$100,000
U.S.$100.000 and and integral
integral multiples
multiples of
of U.S.$1
U.S.$1 in excess
excess thereof. The The Income
Income Notes will be issued in
will be in
minimum
minimum denominations
denominations of of U.S.$100,000
U.S.$100.000 and and integral
integral multiples
multiples ofof U.S.51
U.S.$1 in excess thereof.
thereof.

Goldman,
Goldman, Sachs
Sachs & Co.
Co,
Offering
Offering Circular
Circular dated
dated March
March 23, 2007.
23;2007.

,..
;

Permanent
Permanent Subcommittee
Subcommittee on
on Investigations
Investigations
Wall
Wall Street
Street &
& The
The Financial
Financial Crisis
Crisis G
Report
Re ort Footnote
Footnote #2724
#2724 GS MBS-E-021825371
GS MBS-E-02182S371
Footnote Exhibits - Page 5461

Timberwolf
Timberwolf I1,Ltd., incorporated with limited liability under the laws of the
Ltd., an exempted company incorporated
Cayman Islands
Cayman Islands (the (th~ "Issuer"),
"Issuer"), arid
and Timberwolf I (Delaware) Corp., aa Delaware corporation (the "Co-
(Delaware) Corp.,
Issuer" and,
Issuer' and, together
together with
with the
the Issuer, U.S.$9,000,000 principal amount of Class
Issuer, the "Issuers"), will issue U.S.$9,OOO,OOO
S-1
S-1 Floating
Floating Rate Notes Due
Rate Notes September 2011 (the "Class S-1 Notes"), U.S.$8,300,000 principal amount
Due September amount
of Class S-2 Floating Rate Notes Due
of Class S-2 Floating Rate Notes Due September September 2011,
2011, (the "Class S-2 Notes" and, together with the
Class S-1
Class Notes, the
S-1 Notes, "Class S
the "Class S Notes"),
Notes"), U.S.$ 100,000,000 principal amount of Class A-1a
U.S.$ 100,000,000 A-la Floating Rate
Notes
Notes Due 2039 (the
Due 2039 (the "Class A-1a Notes"),
"Class A-la U.S.$ 200,000,000 principal amount of Class A-1b Floating
Notes"), U.S.$
Rate
Rate Notes
Notes Due 2039 (the
Due 2039 (the "Class
"Class A-1b U.S.$ 100,000,000 principal amount of Class A-1c
A-lb Notes"), U.S.$ A-1c
Floating
Floating Rate
Rate Notes
Notes Due 2044
2044 (the "Class
"Class A-1c Notes"), U.S.$
U.S.$ 100,000,000 principal amount of Class A-
A-
1d
ld Floating
Floating Rate Notes Due 2044 (the "Class A-1d
Rate Notes A-ld Notes" and, together with the Class A-1a A-la Notes, Class
A-1b Notes
A-lb Notes and Class A-1c Notes, the "Class
and Class U.S.$ 305,000,000 principal amount of
"Class A-1 Notes"), U.S.$ of
Class A-2
Class A-2 Floating
Floating Rate
Rate Notes
Notes Due
Due 2047
2047 (the "Class
"Class A-2
A-2 Notes" and, together with the Class A-1 Notes,
the "Class
the "Class A A Notes"),
Notes"), U.S.$ p~ncipal amount of Class B
U.S.$ 107,000,000 principal B Floating Rate Notes Due 2047 (the
"Class B
"Class B Notes")
Notes") ·and U.S.$ 36,000,000 principal amount of Class C
and U.S.$ C Deferrable Floating Rate Notes Due Due
2047 (the "Class C C Notes"), and the Issuer will issue U.S.$ U.S.$ 30,000,000 principal amount of Class 0 D
Deferrable Floating Rate Notes Due 2047 (the "Class D Notes" and, together with the Class S S Notes,
Class AA Notes, Class B Notes and Class C C Notes, the "Notes") "Indenture")
"Notes") pursuant to an Indenture (the "Indenture")
dated on or rJ1arch 27, 2007 among the Issuers and The Bank
Oi about March Bank ofof New York. as trustee and
f\Je\A! York,
securities intermediary (the "Trustee" Intermediary," respectively).
''Trustee'' and the "Securities Intermediary,"

In
In addition, the Issuer will issue U.S.$ Income Notes (the
U.S.$ 22,000,000 notional principal amount of Income
"Income Notes" and, together with the Notes, the "Securities") constituted by the deed of covenant
executed by the Issuer on March 27, 2007 (the "Deed Covenant") and subject to the terms and
"Deed of Covenant")
agreement (the
"Terms and Conditions") and issued pursuant to aa fiscal agency agreement
conditions thereof (the "Terms
Agreement') dated on or about March 27,
"Fiscal Agency Agreement") New
2007 between the Issuer and The Bank of New
27,2007
Agent').
York, London Branch, as fiscal agent (the "Fiscal Agent").

The net proceeds received from the offering of the Securities will be applied by the Issuer to to
CDO Securities and Synthetic Securities (the Reference Obligations of which are
purchase a portfolio of CDO
COO Securities) as described
CDO described herein (collectively, together
together with Deliverable Obligations and any Default
Swap Collateral that has been released from the lien of the Synthetic Security Counterparty and credited
to the Collateral Account as described herein, "Collateral Assets"), Default Swap Collateral and Eligible
Investments. Certain summary information
information about the Collateral Assets and the Reference Obligations is is
set forth in
in Appendix BB to this Offering Circular. On the Closing Date, the Issuer will enter into the
Cashflow
Cash flow Swap Agreement. The Collateral Assets, the Eligible Investments and certain other assets of
the Issuer will be pledged under the Indenture to the Trustee, for the benefit of the Secured
Secured Parties, as
as
security for,
for, among other obligations, the Issuers' obligations under the Notes (but not the Income Notes)
and to certain service providers. The Income
Income Notes will be unsecured obligations of the Issuer.
Interest will be payable on the Class S-1 Notes, the Class S-2 Notes, the Class A-1 Notes, the
Class A-2 Notes, the Class B Notes, the Class C C Notes and the Class D 0 Notes inin arrears on the 3rd day
of March, June, September and December
December of each year, year, or if any such date is not a Business Day, the
immediately
immediately following Business Day (each such date, a a "Payment
"Payment Date") commencing
commencing on September 4,
on September 4,
2007. The Class 8-1 S-1 Notes will bear interest at aa per annum rate equal to UBOR LIBOR plus 0.20% for each
Interest Accrual Period (as defined herein). The Class S-2 Notes will bear interest at a a per annum rate
equal to UBOR
LIBOR plus 0.35% for each Interest Accrual Period. The Class A-Ia A-1a Notes will bear interest at aa
per
pet annum rate equal to UBORLIBOR plus 0.05% for each Interest Accrual Period. The Class A-1b A-1 b Notes will
bear interest at a
a per annum rate equal to LIBOR
UBOR plus 0.50% for each Interest Accrual Period. The Class
A-ic
A-1c Notes will bear interest at a per annum rate equal to UBOR LIBOR plus 0.80%
0.80% for each Interest Accrual
Period. The Class A-IdA-1 d Notes will bear interest at a
a per annum rate equal to UBOR
LIBOR plus 1.30%
1.30% for each
Interest Accrual Period. The Class A-2 Notes will bear interest at a a per annum rate equal to LIBOR
UBOR plus
0.90% for each Interest Accrual Period. The Class B B Notes will bear interest at a per annum rate equal to
LIBOR plus 1.40%
UBOR 1.40% for each Interest Accrual Period. The Class C C Notes will bear interest at a per annum
rate equal to LIBOR
UBOR plus 4.00% for each Interest Accrual Period. The Class 0 D Notes will bear interest at
at
a per annum rate equal to UBOR
a LIBOR plus 10.00%
10.00% for each Interest Accrual Period. Payments will be be
payable on the Income Notes from funds available in in accordance with the Priority of Payments.

..
Confidential Treatment Sachs
Treatment Requested by Goldman Sachs GS MBS-E-021825372
MBS-E-021825372
Footnote Exhibits - Page 5462

All payments on
All payments on the
the Securities will be
Securities will made from
be made available in
Proceeds available
from Proceeds accordance with
in accordance with the
the
Priority of
Priority Payments. On
of Payments. Payment Date,
each Payment
On each except as
Date, except as otherwise provided in
otherwise provided in the Priority of
the Priority of Payments,
Payments,
payments on
payments on the Class S-1
the Class Notes will
5-1 Notes senior to
be senior
will be payments on
to payments Class S-2
the Class
on the Notes, the
S-2 Notes, Class A-1
the Class A-1
Notes, the
Notes, Class A-2
the Class Notes, the
A-2 Notes, Class B
the Class Notes, the
B Notes, Class C
the Class Notes, the
C Notes, Class D
the Class Notes and
D Notes and thethe Income
Income
payments on
Notes; payments
Notes; on the Class S-2
the Class S-2 Notes will be
Notes will senior to
be senior payments on
to payments on the Class A-2
the Class Notes (provided,
A-2 Notes (provided,
payments of
that payments
that interest on
of interest on the Class S-2
the Class Notes and
8-2 Notes and the Class A
the Class A Notes will be
Notes will be paid rata), the
pro rata),
paid pro Class B
the Class B
Notes, the
Notes, Class C
the Class C Notes, the Class D
the Class Notes and
D Notes and the Income Notes;
the Income payments on
Notes; payments Class A-1
the Class
on the A-1 Notes
Notes
will be
will senior to
be senior payments on
to payments on the Class A-2
the Class Notes (provided, that
A-2 Notes payments of
that payments interest on
of interest on the Class A
the Class A
will be
Notes will
Notes paid pro
be paid Class B
the Class
rata), the
pro rata), Notes, the
B Notes, Class C
the Class C Notes, the Class D
the Class Notes and
D Notes and thethe Income
Income
payments on
I;I/otes; payments
Notes; Class A-2
the Class
on the will be
Notes will
A-2 Notes senior to
be senior payments on
to payments Class B
the Class
on the Notes, the
B Notes, Class C
the Class C
Notes, the
Notes, Class D
the Class Notes and
D Notes and the Income Notes;
the Income payments on
Notes; payments on the Class B Notes
the Class will be
Notes will senior to
be senior to
payments on
payments Class C
the Class
on the Notes, the
C Notes, Notes and
Class D Notes
the Class and the the Income payments on
Notes; payments
Income Notes; on the Class C
the Class C
Notes will
Notes senior to
be senior
will be payments on
to payments Class D
the Class
on the Notes and
D Notes Income Notes;
the Income
and the Notes; and payments on
and payments on the
the
Class D
Class D Notes will be
Notes will payments on
senior to payments
be senior on the Income Notes,
the Income accordance with the
Notes, in accordance the Priority of of
Payments as
Payments as described herein. The Notes
described herein. (other than
Notes (other than thethe Class S-1 Notes) are
S-1 Notes) subject to
are subject to mandatory
mandatory
redemption if a
redemption Coverage Test
a Coverage Test is not satisfied on
is not date of
any date
on any determination which
of determination which may result in variations
may result variations
seniorities of
to the seniorities of distributions above and
described above
distributions described and as more fully described in the
as more Priority of
the Priority of Payments.
Payments.
Payments of
Payments principai on
of principal on the Cia$$ A-i
ine Class Notes will
A-I Notes paid in
be paid
will be accordance with
iii accordance Class A-1
..·,:th the Class Note Payment
,A.-1 Note Payment
Sequence.
Sequence.

The Notes and, to the


The described herein,
the extent described to redemption, (i)
subject to
Income Notes, are subject
herein, the Income (i) at
at
any time as a result of a Tax Redemption, (ii) on an Auction
Redemption, (ii) Date as a result of
Payment Date
Auction Payment of a successful
successful
(iii) as a result of
Auction or (iii) of an Optional Redemption or an Optional Redemption by
Refinancing or
Redemption by Refinancing by
Liquidation on or after the
or after the March 2010 Payment
March 2010 Income Notes
Date. The Income
Payment Date. redeemed in
Notes will not be redeemed in full, or
or
in in connection with an Optional Redemption
in part, in The stated maturity of
Refinancing. The
Redemption by Refinancing. of the Notes and and
Notes (other than the Class S Notes and the Class A-1 Notes) is
Income Notes
the Income Payment Date in
is the Payment in
December 2047. The stated maturity of
December of the Class S Notes is the Payment Date in September 2011.
in September 2011. The
The
stated maturity of the Class A-Ia A-1a Notes and the Class A-lb A-1b Notes isis the Payment Date in
Payment Date in December
December
2039. The stated maturity of the Class A-1c Notes and the Class A-1d Notes
stated maturity Payment Date
Notes is the Payment Date in in
September 2044. The actual final distribution on the Securities (other than the Class S
September Notes) is
S Notes) is
expected to occur substantially earlier than their respective stated maturities. See "Risk Factors- Factors-
Securities-Average Prepayment Considerations."
Securities-Average Lives, Duration and Prepayment Considerations."

in reliance on Rule 144A under the Securities Act ("Rule 144A")


Notes sold in 144A") will be evidenced by
will be by
one or more global notes (the "Rule 144A Global Notes") in in fully registered form withoutwithout coupons,
deposited with aa custodian for,
deposited for, and registered in in the name of, a nominee of The Depository Depository Trust
Trust
Company ("DTC"). Beneficial interests in 144A Global Notes will trade in
in the Rule 144A in DTC's Same Day
DTC's Same
Funds Settlement System, and secondary market trading activity activity in will therefore
in such interests will in
settle in
therefore settle
immediately available funds. Except as described herein, beneficial interests in in the
the Rule Global
144A Global
Rule 144A
Notes will be shown on, and transfers thereof will be effected only through, records maintained by
records maintained DTC
by DTC
direct
and its direct and indirect participants.
participants. The Income
Income Notes sold
sold in
in reliance on
on Rule
Rule 144A
144A under
under the
the
Securities Act will be evidenced by one or more Definitive Notes in in fully registered form.
registered form.

Securities that are being offered hereby


The Securities hereby in in reliance on the exemption from under
registration under
from registration
Regulation 8S(the "Regulation S S Securities") have not will not
and will
not been and registered under
not be registered under the Securities
the Securities
and neither of the
Act and
Act registered under the
Issuers will be registered
the Issuers Company Act.
Investment Company
the Investment Regulation SS
The Regulation
Act. The
Securities may notnot be offered or sold within within the States or to U.S.
United States
the United Persons (as
U.S. Persons defined in
(as defined in
Regulation S)
Regulation S) unless purchaser certifies or
unless the purchaser is deemed
or is have certified that
deemed to have institutional
qualified institutional
that itit isisaa qualified
as defined in
buyer as
buyer in Rule 144A (a
Rule 144A (a "Qualified Institutional Buyer') and
Institutional Buyer'1 purchaser' for
"qualified purchaser"
and aa "qualified the
for the
purposes of Section 3(c)(7)
purposes Investment Company Act
of the Investment
3(c)(7) of Act (a(a"Qualified Purchaser') or,
"Qualified Purchaser") or, solely the
in the
solely in
case Income Notes,
case of the Income an "accredited
that ititisisan
Notes, that "accredited investor" defined in
investor" as defined 501(a)
in Rule 501 (a) under the Securities
under the
Investor') who
"Accredited Investor")
(an "Accredited
Act (an who has has aa net worth of
net worth of not less than
not less $10 million
U.S. $10
than U.S. and aa Qualified
million and Qualified
Purchaser. See
Purchaser. "Description of
See "Description and "Underwriting."
Securities" and·"Underwriting."
of the Securities"

33

Confidential Treatment
Confidential by Goldman
Requested by
Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825373
GS MBS-E-021825373
Footnote Exhibits - Page 5463

The Income
The Income Notes
Notes (other
(other than
than the
the Regulation
Regulation SSIncome
Income Notes)
Notes) will be
be evidenced
evidenced by
by one
one or
or more
more
definitive notes
definitive notes inin fully
fully registered
registered fonn
form (each,
(each, an
an "Income
"Income Note
Note Certificate").
Certificate"). See
See "Description
"Description of
of the
the
Securities." .
Securities."

This Offering
This Offering Circular
Circular isis confidential
confidential and and isis being
being furnished
fumished by by the
the Issuers
Issuers ininconnection
connection withwith an
an
offering exempt
offering exempt from
from registration
registration under
under thethe Securities
Securities Act,
Act, solely
solely forforthe
the purpose
purpose of of enabling
enabling aaprospective
prospective
investor to
investor to consider
consider the the purchase
purchase of of the
the Securities
Securities described
described herein.
herein. TheThe information contained
contained inin this
this
Offering Circular
Offering Circular has beenbeen provided
provided by by the
the Issuers
Issuers and
and other sources
sources identified herein
herein.. . Except ininrespect
of the
of the information
information contained
contained under
under thethe heading
heading "The "The Col/ateral
Collateral Manager,
Manager,"n (other
(other than
than the
the information
contained under
contained under thethe subheading
subheading "General")
"General") for for which
which the Col/ateral
Collateral Manager
Manager accepts sole sole responsibility,
responsibility,
to the
to the extent
extent described
described in in such
such section,
section, nono representation
representation or or warranty,
warranty, express
express or or implied,
implied, is made
made by by the
the
Initial Purchaser,
Initial Purchaser, the the Collateral
Collateral Manager,
Manager, the the Cashflow
Cashflow SwapSwap Counterparty
Counterparty (or (or any guarantor
guarantor thereof),
thereof), the
the
Trustee, the Col/ateral
Collateral Administrato;,
Administrator, the Note Agents Agents (as(as defined
defined herein) or the Fiscal Agent Agent (the Note
Note
Agents, the
Agents, the Col/ateral
Collateral Administrator
Administrator and the the Fiscal Agent
Agent together,
together, the "Agents")
"Agents") as to the accuracy or or
completeness of
completeness of such
such information,
information, and and nothing
nothing contained
contained in in this
this Offering
Offering Circular is,is, or shal/
shall be relied
upon as,
upon as, aa promise
promise or or representation
representation by the the Initial
Initial Purchaser,
Purchaser, the the Trustee,
Trustee, the
the Col/ateral
Collateral Manager,
Manager, the the
Cashflow Swap
Cashflow Swap Counterparty
Counterparty (or (or any guarantor thereof)
thereof) oror the Agents. Any reproduction
reproduction or distribution of of
this Offering Circular,
Circular, in whole or in in part,
part, and any disclosure
disclosure of its contents or use use of any information
information
herein for
herein for any
any purpose
purpose otherother than
than considering
considering an investment in in the
the Securities
Securities isisprohibited.
prohibited. Each offeree
of the
of the Securities,
Securities, by by accepting
accepting delivery
delivery ofof this
this Offering
Offering Circular,
Circular, agrees to the foregoing.
foregoing.

SECURITIES OFFERED
THE SECURITIES OFFERED HEREBY
HEREBY HAVE
HAVE NOT BEEN RECOMMENDED
RECOMMENDED BY ANY UNITED
UNITED
FEDERAL OR STATE SECURITIES
STATES FEDERAL SECURITIES COMMISSION
COMMISSION OR REGULATORY
REGULATORY AUTHORITY.
AUTHORITY.
FURTHERMORE, THE FOREGOING
FURTHERMORE, FOREGOING AUTHORITIES
AUTHORITIES HAVE
HAVE NOT CONFIRMED ACCURACY OR
CONFIRMED THE ACCURACY
DETERMINED THE ADEQUACY
DETERMINED ADEQUACY OF THIS DOCUMENT.
DOCUMENT. REPRESENTATION TO THE
ANY REPRESENTATION THE
IS A
CONTRARY IS A CRIMINAL OFFENSE.
OFFENSE.

The distribution of this Offering Circular and the offering and sale 'of in certain jurisdictions
of the Securities in
may be restricted by law. The Issuers and the Initial Purchaser require persons into whose possession
this Offering Circular comes to inform themselves about and to observe any such restrictions. For a
further description of certain restrictions on offering and sales of the Securities, see "Underwriting."
"Underwriting." This
Offering Circular does not constitute an offer of, or an invitation to purchase, any of the Securities in any
jurisdiction In
inwhich such offer or invitation would be unlawful.

NOTICE
NOTICE TO NEW HAMPSHIRE
TO NEW HAMPSHIRE RESIDENTS
RESIDENTS
NEITHER THE
NEITHER FACT THAT A REGISTRATION
THE FACT REGISTRATION STATEMENT
STATEMENT OR AN
APPLICATION FOR A LICENSE
APPLICATION FOR LICENSE HAS BEEN FILED UNDER
BEEN FILED UNDER CHAPTER
CHAPTER 421-B OF
NEW HAMPSHIRE
THE NEW HAMPSHIRE REVISED
REVISED STATUTES
STATUTES ANNOTATED
ANNOTATED ("RSA 421-B") WITH
THE STATE
STATE OF
OF NEW
NEW HAMPSHIRE
HAMPSHIRE NORNOR THE
THE FACT
FACT THAT
THAT A SECURITY
SECURITY ISIS
EFFECTIVELY
EFFECTIVELY REGISTERED
REGISTERED OR A PERSON
PERSON ISIS LICENSED
LICENSED ININ THE
THE STATE
STATE OF NEWNEW
HAMPSHIRE
HAMPSHIRE CONSTITUTES
CONSTITUTES A FINDING
FINDING BY THE
THE SECRETARY
SECRETARY OF OF STATE
STATE OF NEW
OF NEW
HAMPSHIRE THAT
HAMPSHIRE THAT ANY DOCUMENT FILED
DOCUMENT FILED UNDER UNDER RSA 421-B IS IS TRUE,
TRUE,
COMPLETE
COMPLETE AND NOTNOT MISLEADING.
MISLEADING. NEITHER
NEITHER ANY
ANY SUCH FACT NOR
SUCH FACT NOR THE
THE FACT
FACT
THAT
THAT AN EXEMPTION
EXEMPTION OROR EXCEPTION
EXCEPTION ISIS AVAILABLE FORFOR A SECURITY
SECURITY OR A
TRANSACTION MEANS THAT
TRANSACTION MEANS THAT THE
THE SECRETARY
SECRETARY OF OF STATE
STATE HAS
HAS PASSED
PASSED ININ ANY
WAY UPON
UPON THE
THE MERITS
MERITS OR QUALIFICATIONS
QUALIFICATIONS OF,OF, OR
OR RECOMMENDED
RECOMMENDED OR OR
GIVEN
GIVEN APPROVAL TO,TO, ANY PERSON,
PERSON, SECURITY,
SECURITY, OROR TRANSACTION.
TRANSACTION. IT IS IS
UNLAWFUL
UNLAWFUL TO TO MAKE,
MAKE, OROR CAUSE
CAUSE TOTO BEBE MADE,
MADE, TO
TO ANY PROSPECTIVE
PROSPECTIVE
PURCHASER,
PURCHASER, CUSTOMER-OR ·CLlENT ANY
CUSTOMER.OR -CLIENT ANY REPRESENTATION
REPRESENTATION INCONSISTENT
INCONSISTENT - 0" -:~.7:i....::'-_

WITH
WITH THE
THE PROVISIONS
PROVISIONS OF
OF THIS
THIS PARAGRAPH.
PARAGRAPH.

44

Confidential Treatment
Confidential Requested by
Treatment Requested Goldman Sachs
by Goldman Sachs GS MBS-E-021825374
GS MBS-E-021825374
Footnote Exhibits - Page 5464

inthe Cayman Islands to subscribe for the Securities.


No invitation may be made to the public in

The Initial Purchaser has represented, warranted and agreed that: (i)(i)it has only communicated or or
communicated any invitation or
caused to be communicated and will only communicate or cause to be communicated or
inducement to engage in in investment activity (within the meaning of section 21 of the Financial Services
CFSMA')) received by ititin
and Markets Act 2000 C'FSMA'1) in connection with the issue or sale
sale of
of any
any Securities in in
circumstances in 21(1) of the
in which section 21{1} the FSMA
FSMA does not apply to
does not to the Issuer;
Issuer; and (ii) itithas complied
and (ii) complied
FSMA with respect to anything done by it in
and will comply with all applicable provisions of the FSMA in relation to
the Securities in,
in,from or otherwise invoMng the United Kingdom. See "Underwriting."
"Underwriting."

The Securities may not be offered or sold by means of any document


docum~nt other than to persons
whose ordinary business is is to buy or sell shares or debentures, whether as principal or agent, or In In
circumstances which do not constitute an offer to the public within the meaning of of the
the Companies
Companies
Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to to the
Securities may be issued, whether in eisewhere, which is
in Hong Kong or elsewhere, is directed
directed at,
at, or
or the
the contents of
contents of
which are likely to be accessed or read by, the public in
in Hong Kong (except ifif permitted to do so under
the securities laws of Hong Kong) other than with respect to Securities which are or are intended to be be
disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of of
the Securities and Futures Ordinance (Cap. 571)
571) of Hong Kong and any rules made thereunder.

This Offering Circular has not been registered as aa prospectus with the Monetary Authority of of
Singapore. Accordingly, this Offering Circular and any other document or material in in connection with the
offer or sale, or invitation or subscription or purchase, of the Securities may not be be circulated
circulated or or
distributed, nor may the Securities be offered or sold, or be made the subject of an invitation invitation for
subscription or purchase, whether directly or indirectly, to persons in in Singapore other than under
circumstances inin which such offer, sale or invitation does not constitute an offer or sale, or invitation
invitation for
subscription or purchase, of the Securities to the public in
in Singapore.

The Securities have not been and will not be registered under the Securities and Exchange Law
of Japan (the Securities and Exchange Law) and the Initial Purchaser has agreed that itit will not offer or or
in Japan or to, or for the benefit of, any resident of Japan (which
sell any Securities, directly or indirectly, in
term as used herein means any person resident in in Japan, including any corporation or other entity
organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or
in Japan or
to aa resident of Japan, except pursuant to an exemption from the registration requirementsrequirements of,
of, and
otherwise inin compliance with, the Securities and Exchange Law and any other applicable applicable laws,
laws,
regulations and ministerial guidelines of Japan.

NOTICE TO RESIDENTS
NOTICE REPUBLIC OF IRELAND
RESIDENTS OF THE REPUBLIC IRELAND

THIS OFFERING
OFFERING CIRCULAR IS NOT A PROSPECTUS
CIRCULAR IS CONSTITUTE AN
DOES NOT CONSTITUTE
PROSPECTUS AND DOES
PURCHASE OR SUBSCRIBE
INVITATION TO THE PUBLIC TO PURCHASE
INVITATION SECURITIES AND
SUBSCRIBE FOR ANY SECURITIES
NEITHER IT NOR ANY FORM
NEITHER APPLICATION WILL BE
FORM OF APPLICATION ISSUED, CIRCULATED
BE ISSUED, CIRCULATED OR DISTRIBUTED
DISTRIBUTED
TO THE
THE PUBLIC.

THIS OFFERING INFORMATION CONTAINED


CIRCULAR AND THE INFORMATION
OFFERING CIRCULAR HEREIN IS
CONTAINED HEREIN IS
CONFIDENTIAL AND IS
CONFIDENTIAL USE SOLELY OF THE PERSON TO WHOM
IS FOR THE USE IS ADDRESSED.
WHOM IT IS ADDRESSED.
ACCORDINGLY, IT MAY
MAY NOT REPRODUCED IN
NOT BE REPRODUCED INWHOLE
WHOLE OR IN CONTENTS
IN PART, NOR MAY ITS CONTENTS
BE
BE DISTRIBUTED IN WRITING
DISTRIBUTED-IN WRITING-ORORALtY PARTY AND IT MAY
OR:ORALIY TO ANY THIRD PARTY MAY BE READ SOLELY-
SOLELY· - -- .'. --.,'.
BY THE PERSON
PERSON TO WHOM ITITIS ADDRESSED AND HIS/HER PROFESSIONAL
IS ADDRESSED PROFESSIONAL ADVISERS.

55

Sachs
Confidential Treatment Requested by Goldman Sachs GS MBS-E-021825375
MBS-E-021825375
Footnote Exhibits - Page 5465

Inthis
In thisoffering circular,references
offeringcircular, "U.S.Dollars,"
referencestoto"U.S. "$"and
Dollars,""$" "U.S.$"are
and"U.S.$" Statesdollars.
UnitedStates
aretotoUnited dollars.

The Issuers
The Issuers (and, respect totothe
with respect
(and, with the information contained in
information contained this offering
in this underthe
circular under
offering circular the
heading 'The Collateral Manager' (other than the information contained
heading ''The Collateral Manager" (other than the information contained under
under the
the subheading
subheading "General"),
"Generar'),
the Collateral
the Collateral Manager
Managertotothe the extent described in
extent described such section),
in such having made
section), having made all reasonable inquiries,
all reasonable inquiries,
confirmthat
confirm that the
the information
information contained
contained in this offering
in this circular is
offering circular istrue correct in
and correct
true and in all material respects
allmaterial respects
andis
and isnot
notmisleading,
misleading,that thatthe opinions and
theopinions expressedin
intentionsexpressed
andintentions thisoffering
inthis circularare
offering circular honestlyheld
arehonestly held
and that
and that there
there are
are no
no other
other facts
facts the
the omission
omission of
of which
which would
would make
make any
any such
such information
information or
or the
the
expression of any such opinions or intentions misleading. The
expression of any such opinions or intentions misleading. The Issuers
Issuers (and,
(and, with
with respect
respect to
to the
the
information in this offering
information in this offering circular
circular under
under the
the heading
heading 'The
''The Collateral
Collateral Manager"
Manager" (other
(other than
than the
the information
information
contained under
contained under the the subheading "General"), the
subheading "General"), the Collateral Manager, to
Collateral Manager, the extent
to the described in
extent described in such
such
section) take responsibility accordingly.
section) take responsibility accordingly.

No person
No person has has been authorized to
been authorized give any
to give information or
any information to make
or to any representation
make any other than
representation other than
those contained in this offering circular,
those contained in this offering circular, and,
and, if
ifgiven
gIven or
or made,
made, such
such information
information or
or representation
representation mustnot
must not
be
be relied
relied upon
upon as
as having
having been
been authorized.
authorized. This
This offering
offering circular
circular does
does not
not constitute
constitute an
an offer
offer to
to sell
sell or
or the
the
solicitation of an
solicitation of an offer
offer to any securities
buy any
to buy other than
securities other securities to
the securities
than the which it
to which it relates, an offer
or an
relates, or to sell
offer to sell
or the solicitation
or the solicitation of
of an
an offer
offer to
to buy
buy such
such securities
securities by
by any
any person
person in
in any
any circumstances
circumstances in
in which
which such
such
offer or
offer or solicitation
solicitation is is unlawful.
unlawful. Neither delivery of
the delivery
Neither the this offering
of this nor any
circular nor
offering circular any sale hereunder shall,
sale hereunder shall,
under any circumstances, create any implication
under any circumstances, create any implication that
that the
the information
information contained
contained herein
herein is correct
correct as of
as of any
any
time subsequent
time subsequent to to the
the date ofthis
date of offering circular.
this offering circular.

NOTWITHSTANDING ANY OTHER


NOTWITHSTANDING OTHER EXPRESS AGREEMENT TO
IMPLIED AGREEMENT
EXPRESS OR IMPLIED TO THE
THE
CONTRARY, EACH
CONTRARY, RECIPIENT OF
EACH RECIPIENT OF THIS CIRCULAR AGREES
OFFERING CIRCULAR
THIS OFFERING AND ACKNOWLEDGES
AGREES AND ACKNOWLEDGES
THAT THE
THAT THE ISSUERS
ISSUERS HAVE AGREED THAT
HAVE AGREED OF THEM
EACH OF
THAT EACH THEIR EMPLOYEES,
AND THEIR
THEM AND EMPLOYEES,
REPRESENTATIVES AND
REPRESENTATIVES AGENTS MAY
OTHER AGENTS
AND OTHER MAY DISCLOSE, IMMEDIATELY UPON
DISCLOSE, IMMEDIATELY UPON
COMMENCEMENT OF
COMMENCEMENT OF DISCUSSIONS, ANY AND
DISCUSSIONS, TO ANY PERSONS THE
AND ALL PERSONS THE TAX TREATMENT AND
TAX TREATMENT AND
TAX STRUCTURE
TAX STRUCTURE OF THE
THE SECURITIES,
SECURITIES, THE
THE TRANSACTIONS
TRANSACTIONS DESCRIBED
DESCRIBED HEREIN
HEREIN AND
AND ALL
ALL
MATERIALS OF
MATERIALS (INCLUDING OPINIONS
OF ANY KIND (INCLUDING OTHER TAX ANALYSES) THAT
OPINIONS OR OTHER TAX ANALYSES) THAT ARE ARE
PROVIDED TO
PROVIDED TO ANY THEM RELATING
ANY OF THEM TREATMENT AND
SUCH TAX TREATMENT
RELATING TO SUCH TAX STRUCTURE
AND TAX STRUCTURE
EXCEPT WHERE
EXCEPT WHERE CONFIDENTIALITY
CONFIDENTIALITY IS NECESSARY TO COMPLY
REASONABLY NECESSARY
IS REASONABLY WITH THE
COMPLY WITH THE
SECURITIES LAWS OF
SECURITIES LAWS OF ANY APPLICABLE
APPLICABLE JURISDICTION.
JURISDICTION.

PROSPECTIVE SHOULD READ THIS OFFERING


INVESTORS SHOULD
PROSPECTIVE INVESTORS CAREFULLY
CIRCULAR CAREFULLY
OFFERING CIRCULAR
BEFORE DECIDING
BEFORE DECIDING WHETHER
WHETHER TO
TO INVEST
INVEST IN
IN THE SECURITIES
SECURITIES AND SHOULD
SHOULD PAY
PAY PARTICULAR
PARTICULAR
ATIENTION TO
ATTENTION TO THE
THE INFORMATION
INFORMATION SET UNDER THE HEADING "RISK
FORTH UNDER
SET FORTH FACTORS".
"RISK FACTORS".
INVESTMENT IN THE SECURITIES
INVESTMENT IN THE SECURITIES IS
IS SPECULATIVE
SPECULATIVE AND
AND INVOLVES
INVOLVES SIGNIFICANT
SIGNIFICANT RISK.
RISK.
INVESTORS
INVESTORS SHOULD
SHOULD UNDERSTAND SUCH RISKS AND HAVE
UNDERSTAND SUCH FINANCIAL ABILITY
THE FINANCIAL
HAVE THE AND
ABILITY AND
WILLINGNESS TO ACCEPT THEM FOR AN EXTENDED
WILLINGNESS TO ACCEPT THEM FOR AN EXTENDED PERIOD
PERIOD OF
OF TIME.
TIME.

66

Confidential
Confidential Treatment byGoldman
Requested by
Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825376
GS MBS-E-021825376
Footnote Exhibits - Page 5466

NOTICE TO
NOTICE TO INVESTORS
INVESTORS

Because of prior to
of the following restrictions, purchasers are advised to consult legal counsel prior to
making
making any offer,
offer, resale, pledge or other the Income Notes offered
other transfer of the Notes or the offered hereby.

Each purchaser
Each who has purchased Class S
purchaser who S Notes, Class A A Notes, Class BB Notes, Class C
Notes, Regulation S Class D NotesNotes and Regulation S Income
Income Notes will be deemed to have
have represented.
represented,
and agreed, and each purchaser of a Class D Note is a Definitive Note and
Note that is Income Note
and an Income
Certificate will be
be required in each case with respect to such Securities, as follows
required to represent and agree, in
(terms used herein that are defined in 144A or Regulation S are used herein as defined therein):
in Rule 144A

1. (a)
1. (a) In Notes sold in
In the case of Notes in reliance on Rule 144A (the "Rule "Rule 144A Notes"), the
144A Notes"), the
purchaser of such Rule 144A
purchaser Notes (i)
144A Notes is a qualified institutional buyer (as defined in
(i) is in Rule 144A)
144A) (a(a
Buyer'1, (ii)
"Qualified Institutional Buyer"), aware that the sale of Notes to it
is aware
(ii) is made in
it is being made in reliance on
on Rule
is acquiring the Rule 144A Notes for its
144A, (iii) is
144A, account or for the account of a
its own account a Qualified
discretion, and in
purchaser exercises sole investment discretion,
Buyer as to which the purchaser
Institutional Buyer in a principal
U.S.$250,000 and (iv)
amount of not less than U.S.$250,000 described in
(iv) will provide notice of the transfer restrictions described in
this "Notice to
this Ut-Jotice to Investois" to any
ivestuors" to any susu
subsequent transferees.
AInsferees. .

(b) Income Notes, other than any Income


In the case of the Income
(b) In Income Notes sold in in reliance on on
Regulation S, the purchaser of such Income Notes (i) (i) is
is aa Qualified Institutional Buyer, (ii)
(ii) is that
is aware that
the sale of the Income Notes to it is being made in
it is in reliance on Rule 144A, (iii) is is acquiring the Income
Income
Notes for its own account or for the account of a Qualified Institutional Buyer as to which the purchaser purchaser
exercises sole investment discretion, and, unless otherwise permitted by the Fiscal Agency Agreement, is is
purchasing an aggregate notional principal amount of not less than U.S.$100,000 Income Notes for the
U.S.$100,000 Income the
purchaser and for each such account and (iv) will provide notice of the transfer restrictions described described in in
purchaser is
"Notice to Investors" to any subsequent transferees; or, if the purchaser
this "Notice is not a Qualified Institutional
Buyer, such purchaser (w) (w)is a person who is
is a is an "accredited investor" (as defined in
"accredited investor' under
in Rule 501(a) under
the Securities Act) (an "Accredited Investor") who has a a' net worth of not less than U.S.$10 million that
U.S.$10 million thatisis
purchasing the Income Notes for its own account, (x) (x)is Income Notes with aa view to
is not acquiring the Income to any
resale or distribution thereof, other than in in accordance with the restrictions set forth below, (y) (y) is
is
,I purchasing
purchasing anan aggregate
aggregate notional
notional principal amount of
principal amount of not less than
not less U.S.$100,000 Income
than U.S.$100,000 Income Notes
Notes (unless
otherwise permitted by the Fiscal Agency Agreement) and (z) notice of
provide notice
(z) will provide the transfer
of the
inthis "Notice to Investors" to any subsequent transferees.
restrictions described in

2. The purchaser understands that the Securities have not been and will not be registered
2.
or qualified under the Securities Act or any applicable state securities laws or the securities laws of of any
any
other jurisdiction, are being offered only in in a transaction not involving any public offering, and may be be
reoffered, resold or pledged or otherwise transferred only ohly (A)(i) to a person whom the
a person the purchaser
reasonably believes is Institutional Buyer and is
is aa Qualified Institutional is purchasing for its own account or for the the
account of a Qualified Institutional Buyer as to which the purchaser exercises sole investment discretion
in
in aa' transaction meeting the requirements of Rule 144A, (ii) (ii) to aa non-U.S. Person in an offshore
in an offshore
transaction complying with Rule 903 or Rule 904 of Regulation S S or (iii) solely in Income
in the case of the Income
Notes, to an Accredited Investor who has a a net worth of not less than U.S.$10 million, and who shall shall have
have
satisfied, and shall have represented, warranted, covenanted and agreed in in the case of the Class D D
Income Notes (other than the Regulation SS Class D
Notes and the Income Notes and
D Notes and Regulation S Income
S Income
Notes), or shall be deemed to have satisfied, and shall otherwise be deemed to have represented, represented,
warranted, covenanted and agreed that itit will continue to comply with, all requirements for of the
for transfer of the
Securities specified in circular, the Indenture, and, in
inthis offering circular, in the case of the Class 0D Notes and the
Income Notes (other than the Regulation S S Class DD Notes and Regulation SS Income Notes), in in the
Income Notes Purchase and Transfer Letter and the fiscal
Income Fiscal Agency Agreement, and, in case of
in the case the
of the
Regulation S S Income Notes, in in the Fiscal Agency Agreement, and all other requirements for itit to qualify
registration.-under
for an exemption from registration under the Securities Act and (B) (B) inin accordance with all applicable
securities laws of the states of the United States. Before any any interest in in aa Rule 144A Note may may bebe
pledged or otherwise transferred to aa person who takes delivery ininthe form of an
offered, sold, pledged
- offered,' ah interest in
interest in
aa Regulation SS Global Note, the transferor will be required to provide the Note Note Transfer Agent with with aa
(in the form
written certification (in form provided in inthe Indenture) restrictions
Indenture) as to compliance with the transfer restrictions

77

Sachs
Confidential Treatment Requested by Goldman Sachs MBS-E-021825377
GS MBS-E-021825377
Footnote Exhibits - Page 5467

described herein.
described Beforeany
herein. Before interestin
any interest IncomeNote
an Income
inan Certificateor
NoteCertificate ClassD
oraaClass Notethat
D Note thatis isaaDefinitive
Definitive
Notemay
Note may be beoffered,
offered, sold, pledgedororotherwise
sold,pledged transferred, the
otherwisetransferred, transfereewill
thetransferee willbeberequired providethe
requiredtotoprovide the
Issuer and
Issuer and the
the Fiscal Agent with
Fiscal Agent substantially in
letter substantially
with aa letter in the form attached
the form this Offering
attached toto this Circular as
Offering Circular as
Annex A-1 {the
Annex A-1 (the "Income "Income Notes
Notes Purchase
Purchase and
and Transfer
Transfer Letter").
Lette!'} The
The purchaser
purchaser understands
understands and
and agrees
agrees
thatany
that anypurported transfer of
purportedtransfer ofSecurities purchaserthat
Securitiestotoaapurchaser doesnot
thatdoes complywith
notcomply requirementsof
the requirements
withthe ofthis
this
paragraph (2)will, in the case of the Class S Notes,
paragraph (2) will, in the case of the Class S Notes, Class
Class AA Notes,
Notes, Class
Class BB Notes,
Notes, Class
Class CC Notes,
Notes, the
the
Regulation
Regulation S S Class
Class DD Notes
Notes and
and the
the Regulation
Regulation SS Income
Income Notes,
Notes, be
be null
null and
and void
void abab initio
initio and,
and, in
in the
the
caseof
case ofthe
the Class
Class D D Notes thanthe
(otherthan
Notes(other Regulation S
the Regulation Class D
SClass Notes) and
DNotes) Notes (other
Income Notes
and Income than the
{other than the
Regulation S Income
Regulation S Income Notes), Notes}, not
not be
be permitted
permitted or
or registered
registered by
by the
the Trustee
Trustee or
or the
the Registrar
Registrar or
or the
the Fiscal
Fiscal
Agent or
Agent or the
the Income
Income Note Registrar, as
Note Registrar, applicable. The
as applicable. purchaser further
The purchaser understands that
further understands the Issuers
that the Issuers
have the right to compel any beneficial
have the right to compel any beneficial owner
owner of
of Securities
Securities that
that is
is aa U.S.
U.S. Person
Person and
and is
is not
not aa Qualified
Qualified
Buyer or,
Institutional Buyer
Institutional or, in case of
the case
in the the Income
of the Notes, an
Income Notes, an Accredited Investor to
Accredited Investor interest in
its interest
sell its
to sell in such
such
Securities, or the Issuers may sell such Securities on behalf
Securities, or the Issuers may sell such Securities on behalf of
of such
such owner.
owner.

3. The
3. purchaser of
The purchaser of such Securities also
such Securities understands that
also understands neither of
that neither Issuers has
the Issuers
of the has been
been
registered
registered under
under the
the Investment
Investment Company
Company Act.
Act. In the
the case
case of
of the
the Rule
Rule 144A
144A Notes
Notes and
and the
the Income
Income Notes
Notes
described in
described in paragraph
paragraph (1) above, the
{1} above, purchaser and
the purchaser account for
each account
and each which the
for which purchaser is
the purchaser is acquiring
acquiring
such Securities is a
such Securities is a qualified qualified purchaser
purchaser for
for the
the purposes
purposes of
of Section
Section 3(c)(7)
3{c)(7) of
of the
the Investment
Investment Company
Company
Act (a
Act (a "Qualified
"Qualified Purchaser").
Purchaser"). The purchaser is
The purchaser acquiring Notes
is acquiring Notes in a principal
in a amount, in
principal amount, case of
the case
in the of Rule
Rule
144A Notes, of not less than U.S.$250,000,
144A Notes, of not less than U.S.$250,OOO, or,
or, in
in the
the case
case of
of Notes
Notes sold
sold in
in reliance
reliance on
on Regulation
Regulation S
S
("Regulation
("Regulation S S Notes"),
Notes"), of
of not
not less
less than
than U.S.$100,000,
U.S.$100,OOO, or
or is
is purchasing
purchasing Income
Income Notes
Notes in the
the aggregate
aggregate
notional principal
notional amount of
principal amount not less than
of not U.S.$100,OOO. The
than U.S.$100,000. purchaser (or if the purchaser
The purchaser purchaser is is acquiring
acquiring
Securities for
Securities for any any account, each such account) is acquiring
acquiring the Securities
Securities as
as principal
principal for
for its
its own
own account
account
for investment
for investment and and notnot for sale sale in connection with
in connection with any any distribution thereof. The
distribution thereof. purchaser and
The purchaser each such
and each such
account: (a)
account: (a) was
was not formed for
not formed for the specific purpose of investing investing in in the Securities (except when
Securities (except when each
each
beneficial owner of the purchaser and each such account is a Qualified Purchaser), (b)
beneficial owner {b} to to the extent the
the extent the
purchaser is a private investment company formed
purchaser is a private investment company formed before April 30, 1996, the purchaser has
has received
received the
the
necessary
necessary consent
consent from
from its beneficial owners,
owners, (c)
(c) is
is not a pension, profit sharing or
or other
other retirement
retirement trust
trust
fund
fund or plan in
or plan in which the partners, beneficiaries or participants, as applicable, may designate the
may designate the
particular investments
particular investments to be made to be made and
and (d)
(d) is
is not a broker dealer that owns and invests on
on a discretionary
basis less
basis less than U.S.$25,000,000
U.S.$25,OOO,OOO in in securities of unaffiliated issuers. Further, the purchaser agrees
the purchaser with
agrees with
respect to itself and each such
respect to itself and each such account: (i)
(i) that it shall not hold such Securities for the
the benefit
benefit of
of any
any
other person
other person and and shall be the sole beneficial owner thereof for purposes and
all purposes
for all (ii)that
and (ii) not sell
shall not
that itit shall sell
participation interests in
participation interests the Securities or enter into any other arrangement
in the arrangement pursuant pursuant to to which
which any other
any other
person shall be
person shall be entitled
entitled to to aa beneficial interest in in the distributions qn Securities. The
on the Securities. purchaser
The purchaser
understands
understands and and agrees
agrees that any purported purported transfer of Securities to aa purchaser purchaser that does not
that does not comply
comply
with the requirements
with the requirements of
of this
this paragraph
paragraph (3)
(3) will,
will, in
in the case
case of the Class
Class S
S Notes,
Notes, Class
Class A
A Notes,
Notes, Class
Class B
B
Notes,
Notes, Class
Class C C Notes,
Notes, the Regulation SS Class D
the Regulation D Notes and Regulation SS Income Notes, be
Income Notes, be null void
and void
null and
ab
ab initio
initio and,
and, inin the case of the
the case Class D
the Class Notes {other
D Notes (other than the Regulation SS Class
the Regulation Class D Notes) and
D Notes} and the the
Income
Income Notes
Notes (other than the
(other than the Regulation Income Notes),
Regulation SS Income Notes), not permitted or
not be permitted registered by
or registered by the Trustee
the Trustee
or
or the
the Note Registrar or
Note Registrar or the Fiscal Agent or the
Fiscal Agent Income Note
the Income Registrar, as
Note Registrar, applicable. The
as applicable. purchaser
The purchaser
further understands
further understands that
that the
the Issuers
Issuers have
have the
the right
right to
to compel any
any beneficial
beneficial owner
owner of
of Securities
Securities that isis aa
that
U.S.
U.S. Person
Person and and isis not
not aaQualified
Qualified Purchaser to sell sell itsits interest in insuch Securities, or
such Securities, or the Issuers may
the Issuers sell
may sell
such Securities on behalf of such owner.
such Securities on behalf of such owner.

4.
4. (a) (a) With respect to
With respect to the Class SS Notes,
the Class Notes, ClassClass AA Notes, Class BB Notes
Notes, Class Notes and Class CC
and Class
Notes,
Notes, each
each purchaser
purchaser will will be deemed, by
be deemed, purchase, to
its purchase,
by its represented and
have represented
to have warranted that
and warranted that either (i)
either (i)
the purchaser is not and will not be an ERISA
the purchaser is not and will not be an ERISA Plan
Plan (as
(as defined
defined herein),
herein), aa plan
plan that
that is
is subject
subject to
to Section
Section
4975 of
4975 of the
the United
United States
States Intemal Revenue Code
Internal Revenue Code of 1986, as
of 1986, amended (the
as amended "Code'), or
(the "Code'), any entity
or any whose
entity whose
underlying
underlying assets include "plan
assets include assets" by
"plan assets" reason of
by reason any such
of any investment inin the
plan's investment
such plan's the entity ("Plan
entity C'Plan
Assets') or (ii) the purchaser's
Assets") or (ii)the purchaser's purchase
purchase and
and holding
holding of
of aa Class
Class SS Note,
Note. Class
Class AA Note,
Note, Class
Class B
B Note
Note or
or
Class
Class CCNoteNote doesdoes notnot and will not
and will constitute or
not constitute transaction under
prohibited transaction
result ininaaprohibited
or result Section 406
under Section 406 of the
of the
Unitec;i
United States
States Employee Retirement Income
Employee Retirement Security Act
Income Security Act of 1974, as
of 1974, ("ERISA"), or
amended ("ERISA').
as amended Section
or Section
4975
4975
of the
of the Code
Code for
for which
which an
an exemption
exemption isis not
not available.
available. The
The purchaser
purchaser understands
understands and.
and agrees
agrees th~t
that _,
any
any purported
purported transfer
transfer of purchaser that
Note toto aa purchaser
of aa Note does not
that does comply with
not comply with the requirements ofof this
the requirements this
paragraph
paragraph (4)(a} shall be
(4)(a) shall be null andvoid
null and voidab initio.
abinitio.

88

Confidential
Confidential Treatment
Treatment Requested
Requested by Sachs
Goldman Sachs
byGoldman GS MBS-E-021825378
GS MBS-E-021825378
Footnote Exhibits - Page 5468

(b) With respect to


(b) With Income Notes and Class D
to each of the Income 0 Notes (other than Regulation
S Income Notes and
Income Notes Regulation S Class D
and Regulation purchased or
0 Notes) purchased transferred on or
or transferred or after
after the
the Closing Date, Date,
the purchaser or transferee must disclose in
transferee must advance to the
in writing in advance Trustee or
the Trustee or the
the Fiscal Agent,
Agent, as as
applicable, (i) whether or not it
(i) whether it is
is (A)
(A) an "employee benefit plan" (as defined
"employee benefit defined in in Section 3(3)3(3) of ERISA),.
ERISA), .
that
that isis subject to Title I of
of ERISA,
ERISA, (B)(B)a "plan" described in
"plan" described in and subject to Section 4975 of the the Code, or or (C)
(C)
an entity whose underlying assets include assets" within the meaning
include "plan assets" ERISA by reason of any
meaning of ERISA
such investment in
such plan's investment in the entity (all such persons and entities described in in clauses (A) (A) through
through (C) (C)
being referred to herein as "Benefit Plan Investors");
"Benefit Plan p.urchaser is
(ii) if the purchaser
Investors"); (ii) is a Benefit Plan Investor, either either
(x) the purchase and holding of Income
(x) Income Notes or Class D 0 Notes
Notes (other than Regulation
(other than Regulation S IncomeIncome Notes
Notes
Regulation S Class 0
and Regulation D Notes), as applicable, do not not and will not constitute or result in
or result in aa prohibited
under Section 406 of ERISA
transaction under ERISA or Section 4975 4975 of the Code for which an an exemption is is not
not
available or (y) (y) the purchase and holdingholding of Income Notes or Class D 0 Notes (other than Regulation S
Income Notes and
Income and Regulation S Class D ap'plicable, is
0 Notes), as applicable, is exempt under an identified Prohibited
exempt under
Exemption or individual exemption, based on the assumption that less than 25% of
Transaction Class Exemption of
each of the outstanding Income Notes or Class 0D Notes, as applicable, are are owned Benefit Plan
owned by Benefit Plan
whether or not
Investors; and (iii) whether is the Issuer or any other
not it is other person (other than a Benefit
person (other Investor)
Benefrt Plan Investor)
that has discretionary authority or control with respect to the assets of the Issuer, a person person who provides
investment advice for a fee (direct or indirect) with respect to the assets of Issuer, or any "affiliate"
of the Issuer,
2510.3-101(f)(3» of any
(within the meaning of 29 C.F.R. Section 2510.3-101(f)(3)) such person
any such (each, aa "Controlling
person (each, "Controlling
Person"). If If a purchaser is is an entity described in in (i)(C) above, or an insurance company
(i)(C) above, company acting on behalf behalf
general account, itit may be required to so indicate, and to identify
of its general identify aa maximum percentage of its its
assets or the assets in in its general account, as applicable, that may be or become become plan assets, in
plan assets, in which
case it will be required to make certain further agreements that would apply in in the event that such
maximum percentage would thereafter be exceeded. The purchaser agrees that, before any interest
maximum interest inin
Income Note or a Class D
an Income 0 Note (other than a a Regulation S S Income Regulation S Class
Income Note or a Regulation Class D 0
Note) may be offered, sold, pledged or otherwise transferred, the transferee
Note) transferee will be required to provide provide the
Trustee or Fiscal Agent, as applicable, with an Income Notes Purchase Purchase and Transfer Letter or a Class D
Transfer Letter 0
Notes Purchase and Transfer Letter stating, among other things, whether the transferee is
the transferee Benefit Plan
is a Benefit
acknowledges and agrees that no purchase or transfer
Investor. The purchaser acknowledges transfer will bebe permitted, and the
and the
Trustee or Fiscal Agent will not register any such transfer, to to the extent that the purchase
the extent purchase or or transfer
transfer
would result in in Benefit Plan Investors owning 25% or more of either of the the outstanding IncomeIncome NotesNotes or or
Class D 0 Notes, immediately after such purchase or transfer transfer (determined in accordance with the
in accordance the Fiscal
Agency Agreement). The foregoing procedures are intended to Income Notes and
to enable Income and Class 0D Notes
(other than Regulation SS Income Notes and Regulation S S Class 0D Notes) Notes) to purchased by or
to be purchased or
transferred to Benefit Plan Investors at any time, although no assurance can be given there will not
given that there not
be circumstances in inwhich purchases or transfers of Income Notes Notes will be
Class 0D Notes
Notes or Class be required
requireQ to be
to be
restricted in aforementioned 25%
in order to comply with the aforementioned limitation. No
25% limitation. No Benefit Plan Investor or
Benefrt Plan or
Controlling Person may purchase aa Regulation S S Income Note Note oror Regulation S S Class 0 Note. Purchasers
D Note. Purchasers
. of Regulation S S Income Notes or Regulation S S Class 0D Note are deemed deemed to to represent that they they are not not
Benefit Plan Investors or Controlling Persons. See "ERISA "ERISA Considerations."
5. The purchaser is
5. is not purchasing the Securities with aa view view toward thethe resale, distribution
resale, distribution
or other disposition thereof in in violation of the Securities Act. The purchaser understands that that an
an
risks, including the risk
in the Securities involves certain risks,
investment in risk of loss of
of loss of its entire investment
its entire investment inin the
the
purchaser has
under certain circumstances. The purchaser
Securities under has had access to
had access financial and
such financial
to such other
and other
conceming the Issuers and the Securities as
information concerning as itit deemed appropriate in
necessary or appropriate
deemed necessary in order
order to
to
make an informed investment decision with respect respect toto itsits purchase of of the
the Securities, including an
Securities, including an
from, the
information from,
request information
opportunity to ask questions of, and request the Issuer.
purchase of the
In connection with the purchase
6. In
6. the Securities:
Securities: (i)(i) none of the
none of the Issuers,
Issuers, thethe Initial
Initial
Purchaser, the Collateral Manager, the Trustee, the Agents, the Cashflow Swap Swap Counterparty (or any
guarantor thereof), the Issuer Administrator or the Share Trustee defined herein) is
(as defined
Trustee (as is acting asas aa
for the
fiduciary or financial or investment adviser for the purchaser; (ii)the
purchaser (ii) purchaser isis not
the purchaser not relying
relying (for purposes
(for purposes
-- of making any investment decision or otherwise) upon any advice, counselor counsel or representations (whether .-
representations (whether
the Trustee,
Manager, the
Collateral Manager,
or oral) of the Issuers, the Initial Purchaser, the Collateral
written or the Agents,
Trustee, the the
Agents, the
Counterparty (or any guarantor thereof), the
Cashflow Swap Counterparty the Issuer Administrator or
Issuer Administrator or the Share Trustee
the Share Trustee

9
9

Sachs
Treatment Requested by Goldman Sachs
Confidential Treatment.Requested GS MBS-E-021825379
GS MBS-E-021825379
Footnote Exhibits - Page 5469

other
other than
than in this offering circular for such Securities and any representations expressly set forth in a
in this a
written agreement with such party; (iii) none of the Issuers, the Initial Purchaser, the C9."ateral
Collateral Manager,
the Trustee, the Agents, the CashflowCashflow Swap Counterparty (or any guarantor thereof), the Issuer
Administrator or the Share Trustee has given to the purchaser (directly or indirectly through any other
person) any assurance, guarantee or representation whatsoever as to the expected or projected success,
profitability, return, performance, results, effect,
effect, consequence or benefit (including legal, regulatory, tax,
financial, accounting or otherwise) as to an investment in in the Securities; (iv) the purchaser has consulted
with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent itit
has deemed necessary, and it has made its own investment decisions (including decisions regarding the
suitability of any transaction pursuant to the Indenture and Fiscal Agency Agreement)
Agreement) based upon its own
judgment and upon any advice from such advisors as it has deemed necessary and not upon any view
expressed by Issuers, the Initial Purchaser, the Collateral·
Collateral Manager, the Trustee, the Agents, the Cashflow
Cashflow
Swap Counterparty (or any guarantor thereof), the Issuer Administrator
Administrator or the Share Trustee; (v) the
purchaser. has evaluated the rates, prices or amounts and other terms and conditions of the purchase and
sale of the Securities with a full understanding of all of the risks thereof (economic and otherwise), and is is
capable of assuming and willing to assume (financially and otherwise) those risks; and (vi) (vi) the purchaser
is a sophisticated investor.

7. Pursuant to the terms of the Indenture, unless otherwise determined


7. determined by the Issuers inin
accordance with the Indenture, the Class S Notes, the Class A A Notes, the Class BB Notes, the Class .C
ClassC
Notes and the Class D Notes sold to non-U.S. Persons in
in offshore transactions (the "Regulation S Class
D Notes'')
D Notes') will bear a legend to the following effect:

THIS NOTE
NOTE HAS NOT NOT BEEN
BEEN AND WILL NOT REGISTERED UNDER
NOT BE REGISTERED UNDER THE UNITED UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED
STATES SECURITIES AMENDED (THE
(THE "SECURITIES
"SECURITIES ACT'), ACT"), AND
ISSUERS HAVE NOT BEEN
THE ISSUERS BEEN REGISTERED
REGISTERED UNDERUNDER THE UNITED STATES
UNITED STATES
INVESTMENT COMPANY ACT OF 1940, AS AMENDED
INVESTMENT COMPANY AMENDED (THE "INVESTMENT"INVESTMENT
COMPANY
COMPANY ACT").
ACT'). THE HOLDER HEREOF, BY PURCHASING PURCHASING THE NOTES NOTES IN IN
RESPECT
RESPECT OF WHICH NOTE HAS BEEN
WHICH THIS NOTE BEEN ISSUED,
ISSUED, AGREES FOR THE BENEFIT BENEFIT
OF THE ISSUERS,
ISSUERS, IN IN THE CASE OF THE NOTES NOTES OTHER THAN THE CLASS D D
NOTES, AND THE ISSUER,
NOTES, ISSUER, IN THE CASECASE OF THE CLASS D NOTES, NOTES, THAT THE
NOTES MAY BE
NOTES MAY OFFERED, SOLD, PLEDGED
BE OFFERED, PLEDGED OR OTHERWISE
OTHERWISE TRANSFERRED,
TRANSFERRED,
ONLY (A)(1)
(A)(1) TO A PERSON
PERSON WHOM THE SELLER REASONABLY BELIEVES
SELLER REASONABLY BELIEVES IS IS AA
QUALIFIED
QUALIFIED INSTITUTIONAL
INSTITUTIONAL BUYER AS DEFINED DEFINED IN IN RULE
RULE 144A 144A UNDER
UNDER THE
SECURITIES ACT THAT
SECURITIES THAT IS
IS NOT A A BROKER DEALER WHICH OWNS
BROKER DEALER OWNS AND INVESTSINVESTS
ON AA DISCRETIONARY
DISCRETIONARY BASIS LESS THAN U.S.$25 U.S.$25 MILLION IN SECURITIES OF
INSECURITIES OF
ISSUERS THAT ARE NOT AFFILIATED PERSONS
ISSUERS PERSONS OF THE INITIAL PURCHASER PURCHASER
IS NOT A
AND IS A PLAN REFERRED
REFERRED TO IN IN PARAGRAPH (a)(1)(i)(D)
(a)(1)(i)(D) OR (a)(1)(i)(E)
(a)(1)(i)(E) OF
144A OR A
RULE 144A A TRUST FUND
FUND REFERRED
REFERRED TO IN IN PARAGRAPH
PARAGRAPH (a)(1)(i)(F)
(a)(1)(i)(F) OF RULE
144A THAT HOLDS
144A HOLDS THE ASSETSASSETS OF SUCHSUCH A A PLAN, IF INVESTMENT
INVESTMENT DECISIONS
DECISIONS
WITH
WITH RESPECT TO THE PLAN ARE MADE MADE BY THE BENEFICIARIES
BENEFICIARIES OF THE PLAN,
PURCHASING FOR ITS OWN ACCOUNT
PURCHASING ACCOUNT OR FOR THE ACCOUNT ACCOUNT OF A QUALIFIED QUALIFIED
INSTITUTIONAL BUYER, IN
INSTITUTIONAL IN A TRANSACTION MEETING THE REQUIREMENTS
TRANSACTION MEETING REQUIREMENTS OF OF
144A UNDER
RULE 144A SECURITIES ACT OR (2) TO A
UNDER THE SECURITIES A NON U.S. PERSON IN IN AN
OFFSHORE TRANSACTION
OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF OF
REGULATION S
REGULATION S UNDER SECURITIES ACT AND, IN
UNDER THE SECURITIES IN THE CASE
CASE OF CLAUSECLAUSE (1),(1),
IN A PRINCIPAL
IN AMOUNT OF NOT LESS THAN U.S.$250,OOO
PRINCIPAL AMOUNT U.S.$250,000 OR IN THE CASE OF
CLAUSE (2), ININ A PRINCIPAL
PRINCIPAL AMOUNT
AMOUNT OF NOT LESS THAN U.S.$100,OOO,
U.S.$100,000, FOR THE
PURCHASER AND FOR EACH
PURCHASER EACH ACCOUNT
ACCOUNT FOR WHICH WHICH IT IS IS ACTING, TO A A
PURCHASER THAT, OTHER
PURCHASER OTHER THAN IN IN THE
THE CASE OF CLAUSE (2), (V) IS IS AA
QUALIFIED PURCHASER
QUALIFIED PURCHASER FOR PURPOSES PURPOSES OF SECTION SECTION 3(c){7)3(c)(7) OF THE THE
INVESTMENT COMPANY ACT, (W) WAS NOT FORMED
INVESTMENT COMPANY FORMED FOR THE PURPOSE PURPOSE OF OF
INVESTING
INVESTING ININ THE ISSUER
ISSUER (EXCEPT
(EXCEPT WHEN EACH BENEFICIAL
WHEN EACH BENEFICIAL OWNER OF THE
PURCHASER IS
PURCHASER IS A QUALIFIED
QUALIFIED PURCHASER),
PURCHASER), (X) (X) HAS RECEIVED
RECEIVED THE· THE-NECESSARY
NECESSARY
CONSENT FROM
CONSENT FROM ITS BENEFICIAL OWNERS WHEN THE
BENEFICIAL OWNERS PURCHASER IS
THE PURCHASER IS AA
PRIVATE INVESTMENT COMPANY
PRIVATE INVESTMENT FORMED BEFORE
COMPANY FORMED 30, 1996, (Y) IS
BEFORE APRIL 30,1996, IS NOT A A

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MBS-E-021825380
Footnote Exhibits - Page 5470

BROKERDEALER
BROKER DEALERTHAT OWNSAND
THATOWNS INVESTSON
ANDINVESTS DISCRETIONARYBASIS
ONAADISCRETIONARY BASISLESS
LESS
THANU.S.$25,000,000
THAN SECURITIESOF
U.S.$25,000,000ININSECURITIES OF UNAFFILIATED ISSUERS AND(Z)
UNAFFILIATED ISSUERS AND ISNOT
(Z)IS NOT
AAPENSION,
PENSION,PROFIT SHARINGOR
PROFITSHARING OROTHER RETIREMENTTRUST
OTHERRETIREMENT TRUSTFUNDFUNDOR PLANIN
ORPLAN IN
WHICH THE
WHICH BENEFICIARIES OR
PARTNERS, BENEFICIARIES
THE PARTNERS, PARTICIPANTS, AS
OR PARTICIPANTS, AS APPLICABLE,
APPLICABLE,
MAY DESIGNATE
MAY DESIGNATE THE INVESTMENTS TO
PARTICULAR INVESTMENTS
THE PARTICULAR TO BE AND IN
MADE, AND
BE MADE, IN AA
TRANSACTION THAT
TRANSACTION THAT MAYMAY BE EFFECTEDWITHOUT
BE EFFECTED WITHOUT LOSS LOSS OF ANY APPLICABLE
OFANY APPLICABLE
COMPANY ACT
INVESTMENT COMPANY
INVESTMENT EXEMPTION AND
ACT EXEMPTION ACCORDANCE WITH
IN ACCORDANCE
(B) IN
AND (B) WITH ALLALL
APPLICABLE
APPLICABLE SECURITIES
SECURITIES LAWS
LAWS OF
OF THE
THE STATES
STATES OF
OF THE
THE UNITED
UNITED STATES.
STATES. EACH
EACH
HOLDER HEREOF
HOLDER HEREOF SHALLSHALL BE DEEMED TO
BE DEEMED MAKE THE
TO MAKE REPRESENTATIONS AND
THE REPRESENTATIONS AND
AGREEMENTS
AGREEMENTS SET FORTHSET FORTH IN
IN THE
THE INDENTURE
INDENTURE (AS
(AS DEFINED
DEFINED HEREIN). ANY
HEREIN). ANY
TRANSFER IN
TRANSFER IN VIOLATION
VIOLATION OF OF THE FOREGOING WILL
THE FOREGOING WILL BE BE OF FORCE AND.
NO FORCE
OF NO AND·
EFFECT, WILL
EFFECT, WILL BE NULL AND
BE NULL AND VOIDVOID ABAB INITIO AND WILL
INITIO AND WILL NOT OPERATE TO
NOT OPERATE TO
TRANSFER
TRANSFER ANY
ANY RIGHTS
RIGHTS TO
TO THE
THE TRANSFEREE,
TRANSFEREE, NOTWITHSTANDING
NOTWITHSTANDING ANY
ANY
INSTRUCTIONS TO
INSTRUCTIONS TO THE CONTRARY TO
THE CONTRARY TO THE ISSUERS, THE
THE ISSUERS, NOTE TRANSFER
THE NOTE TRANSFER
AGENT OR ANY INTERMEDIARY.
AGENT OR ANY INTERMEDIARY. EACH
EACH TRANSFEROR
TRANSFEROR OF
OF NOTE WILL
THIS NOTE
THIS WILL
PROVIDE NOTICE
PROVIDE NOTICE OF THE TRANSFER
OF THE RESTRICTIONS SET
TRANSFER RESTRICTIONS SET FORTH HEREINAND
FORTH HEREIN AND IN IN
THE INDENTURE
THE INDENTURE TO TRANSFEREE. IN
ITS TRANSFEREE.
TO ITS ADDITION TO
IN ADDITION FOREGOING, THE
THE FOREGOING,
TO THE THE
ISSUERS HAVE
ISSUERS HAVE THE UNDER THE
RIGHT, UNDER
THE RIGHT, INDENTURE (AS
THE INDENTURE HEREIN), TO
DEFINED HEREIN),
(AS DEFINED TO
COMPEL ANY
COMPEL ANY BENEFICIAL OWNER OF
BENEFICIAL OWNER OF AN INTEREST IN
AN INTEREST IN A 144A GLOBAL
RULE 144A
A RULE GLOBAL
NOTE (AS
NOTE (AS DEFINED
DEFINED IN IN THE INDENTURE) THAT
THE INDENTURE) THAT ISIS A PERSON AND
U.S. PERSON
A U.S. AND ISIS NOT
NOT
BOTH AA QUALIFIED
BOTH PURCHASER AND
QUALIFIED PURCHASER INSTITUTIONAL BUYER
QUALIFIED INSTITUTIONAL
AND AA QUALIFIED BUYER TO TO
SELL ITS
SELL ITS INTEREST
INTEREST IN NOTES, OR
THE NOTES,
IN THE OR MAY SELL SUCH
MAY SELL INTERESTS ON
SUCH INTERESTS ON BEHALF
BEHALF
OF SUCH
OF SUCH OWNER.
OWNER.

THE PURCHASER
THE PURCHASER OR TRANSFEREE OF
OR TRANSFEREE CLASS D
OF A CLASS NOTE IS
0 NOTE IS DEEMED
DEEMED
REPRESENT (i) THAT
REPRESENT NOT (A)
THAT IT IS NOT BENEFIT PLAN"
"EMPLOYEE BENEFIT
(A) AN "EMPLOYEE (AS DEFINED
PLAN" (AS DEFINED
IN SECTION
IN SECTION 3(3) 3(3) OF ERISA) SUB"JECT TO
THAT IS SUBJECT
ERISA) THAT PROVISIONS OF
THE PROVISIONS
TO THE TITLE II OF
OF TITLE OF
ERISA,
ERISA, (B)
(B) A "PLAN" DESCRIBED
DESCRIBED IN
IN AND SUBJECT
SUBJECT TO SECTION
SECTION 4975
4975 OF THE
OF THE
CODE,
CODE, OROR (C)(C) AN ENTITY
ENTITY WHOSE INCLUDE "PLAN ASSETS"
ASSETS INCLUDE
WHOSE ASSETS WITHIN THE
ASSETS" WITHIN THE
.. MEANING
MEANING OF REASON OF ANY SUCH
ERISA BY REASON
OF ERISA INVESTMENT IN
SUCH PLAN'S INVESTMENT IN THE
THE
ENTITY
ENTITY (ALL PERSONS AND ENTITIES
SUCH PERSONS
(ALL SUCH ENTITIES DESCRIBED
DESCRIBED IN IN CLAUSES
CLAUSES (A) (A)
THROUGH (C) BEING
THROUGH (C) BEING REFERRED REFERRED TO HEREIN
HEREIN AS "BENEFIT
"BENEFIT PLAN
PLAN INVESTORS");
INVESTORS");
AND (ii)
AND (ii) THAT IT IS COLLATERAL MANAGER
IS NOT THE COLLATERAL MANAGER OR OR ANY
ANY OTHER PERSON
OTHER PERSON
(OTHER
(OTHER THAN THAN A BENEFIT INVESTOR)
BENEFIT PLAN INVESTOR) WHO HAS DISCRETIONARY
DISCRETIONARY
AUTHORITY OR CONTROL WITH RESPECT
AUTHORITY RESPECT TO THE THE ASSETS OF THE ISSUER OR
THE ISSUER A.
OR A
PERSON
PERSON WHO WHO PROVIDES INVESTMENTINVESTMENT ADVICE FOR FOR A FEE (DIRECT OR
FEE (DIRECT OR
INDIRECT)
INDIRECT) WITH WITH RESPECT
RESPECT TO THE THE ASSETS ISSUER, OR
ASSETS OF THE ISSUER, OR ANY "AFFILIATE"
ANY "AFFILIATE"
(WITHIN
(WITHIN THE THE MEANING
MEANING OF 29 C.F.R. SECTION 2510.3-101(f)(3)) OF
SECTION 2510.3-101(f)(3» OF ANY SUCH
ANY SUCH
PERSON. NO PURCHASE OR
PERSON. NO PURCHASE OR TRANSFER OF
OF CLASS
CLASS 0D NOTES
NOTES WILL
WILL BE
BE
PERMITTED
PERMITTED OR
OR REGISTERED
REGISTERED TO
TO THE
THE EXTENT
EXTENT THAT
THAT THE
THE PURCHASE
PURCHASE OR
OR
TRANSFER
TRANSFER WOULD WOULD RESULTRESULT IN BENEFIT PLAN
IN BENEFIT INVESTORS OWNING
PLAN INVESTORS OWNING 25% 25% OROR
MORE OF THE OUTSTANDING
MORE OF THE OUTSTANDING CLASS
CLASS D
0 NOTES
NOTES (OTHER
(OTHER THAN
THAN THE
THE CLASS
CLASS 0D
NOTES
NOTES OWNED
OWNED BY BY THE MANAGER, THE
COLLATERAL MANAGER,
THE COLLATERAL TRUSTEE AND
THE TRUSTEE THEIR
AND THEIR
AFFILIATES)
AFFILIATES) IMMEDIATELY
IMMEDIATELY AFTER AFTER SUCH PURCHASE OR
SUCH PURCHASE TRANSFER
OR TRANSFER
(DETERMINED
(DETERMINED IN
IN ACCORDANCE
ACCORDANCE WITH
WITH SECTION
SECTION 3(42)
3(42) OF
OF ERISA,
ERISA, 29 C.F.R.
29 C.F.R.
SECTION
SECTION 2510.3-101
2510.3-101 AND AND THE INDENTURE).
THE INDENTURE).

ANY
ANY TRANSFER, PLEDGE OR
TRANSFER, PLEDGE OTHER USE
OR OTHER USE OF NOTE FOR
THIS NOTE
OF THIS VALUE OR
FOR VALUE OR
OTHERWISE
OTHERWISE BY BY OR
OR TO TO ANY PERSON IS
ANY PERSON SINCE THE REGISTERED
WRONGFUL SINCE THE REGISTERED
IS WRONGFUL
OWNER
OWNER HEREOF,
HEREOF, CEDECEDE &&CO., HASAN
CO., HAS AN INTEREST UNLESS THIS
HEREIN, UNLESS
INTEREST HEREIN, NOTE IS
THISNOTE IS
PRESENTED
PRESENTED BY BY AN REPRESENTATIVE OF
AUTHORIZED REPRESENTATIVE
AN AUTHORIZED OF THE DEPOSITORY
THE DEPOSITORY
TRUST
TRUST COMPANY
COMPANY C'DTC"),
('DTC"), NEW YORK,TO
NEW YORK,
YORK, NEW
NEW YORK, THE ISSUERS
TO THE THEIR
OR THEIR
ISSUERS OR
AGENT FOR REGISTRATION
AGENT FOR REGISTRATION OF
OF TRANSFER,
TRANSFER, EXCHANGE
EXCHANGE OR
OR PAYMENT
PAYMENT AND
AND ANY
ANY
NOTE
NOTEISSUED REGISTERED ININTHE
ISSUED ISISREGISTERED NAMEOF
THENAME CO.-OR OF
CEDE &&CO.·OR
OF CEDE OTHER
SUCH OTHER
OFSUCH
ENTITY
ENTITY AS
AS ISISREQUESTED
REQUESTED BY BYANAN AUTHORIZED REPRESENTATIVE OF
AUTHORIZED REPRESENTATIVE OF DTC (AND
DTC (AND
ANY PAYMENT
ANY PAYMENT HEREON
HEREON IS
ISMADE
MADE TO
TO CEDE
CEDE && CO.).
CO.). .

1111

Confidential
ConfidentialTreatment
TreatmentRequested
Requestedby
byGoldman Sachs
GoldmanSachs MBS-E-021825381
GSMBS-E-021825381
GS
Footnote Exhibits - Page 5471

TRANSFERS OF
TRANSFERS OF THIS
THIS NOTE SHALL BE
NOTE SHALL TRANSFERS IN
TO TRANSFERS
LIMITED TO
BE LIMITED WHOLE, BUT
IN WHOLE, BUT
NOT IN
NOT IN PART,
PART, TO NOMINEES OF
TO NOMINEES OF DTC OR TO
DTC OR A SUCCESSOR
TO A THEREOF OR
SUCCESSOR THEREOF OR SUCH
SUCH
SUCCESSOR'S NOMINEE
SUCCESSOR'S TRANSFERS OF
AND TRANSFERS
NOMINEE AND OF THIS
PORTIONS OF
OF PORTIONS NOTE SHALL
THIS NOTE SHALL
BE LIMITED
BE LIMITED TO TRANSFERS MADE
TO TRANSFERS ACCORDANCE WITH
IN ACCORDANCE
MADE IN THE RESTRICTIONS
WITH THE RESTRICTIONS
SET FORTH
SET THE INDENTURE.
IN THE
FORTH IN INDENTURE.

PRINCIPAL OF
PRINCIPAL NOTE IS
THIS NOTE
OF THIS PAYABLE AS
IS PAYABLE AS SET HEREIN. ACCORDINGLY,
FORTH HEREIN.
SET FORTH ACCORDINGLY,
THE OUTSTANDING PRINCIPAL
THE OUTSTANDING THIS NOTE
OF THIS
PRINCIPAL OF AT ANY
NOTE AT MAY BE
TIME MAY
ANY TIME LESS THAN
BE LESS THAN
THE AMOUNT
THE SHOWN ON
AMOUNT SHOWN ON THE HEREOF. ANY
FACE HEREOF.
THE FACE ACQUIRING THIS
PERSON ACQUIRING
ANY PERSON THIS
NOTE MAY
NOTE ITS CURRENT
ASCERTAIN ITS
MAY ASCERTAIN AMOUNT BY
PRINCIPAL AMOUNT
CURRENT PRINCIPAL OF THE
INQUIRY OF
BY INQUIRY THE
NOTE PAYING AGENT.
NOTE PAYING AGENT.

NOTES AND
[CLASS C NOTES
[CLASS CLASS D
AND CLASS D NOTES THE FOLLOWING
ONLy] THE
NOTES ONLY] INFORMATION IS
FOLLOWING INFORMATION
PURSUANT TO
PROVIDED PURSUANT
PROVIDED TO UNITED STATES TREASURY
UNITED STATES REGULATION SECTION
TREASURY REGULATION SECTION
1.1275-3(b).
1.1275-3(b).THIS HAS BEEN
NOTE HAS
THIS NOTE ISSUED WITH
BEEN ISSUED WITH ORIGINAL DISCOUNT FOR
ISSUE DISCOUNT
ORIGINAL ISSUE FOR
UNITED STATES
UNITED INCOME TAX
FEDERAL INCOME
STATES FEDERAL HOLDER OF
THE HOLDER
PURPOSES. THE
TAX PURPOSES. THIS NOTE
OF THIS NOTE
OBTAIN THE
MAY OBTAIN
MAY THE INFORMATION DESCRIBED IN
INFORMATION DESCRIBED IN UNITED STATES TREASURY
UNITED STATES TREASURY
SECTION 1.
REGULATION SECTION
REGULATION 1. 1275-3(b)(1)(i) ADMINISTRATOR, AT
THE ADMINISTRATOR,
FROM THE
1275-3(b)(1)(Q FROM AT THE
THE
FOLLOWING ADDRESS:
FOLLOWING BOX 1093
ADDRESS: P.O. BOX GRAND CAYMAN,
GT, GRAND
1093 GT, CAYMAN ISLANDS.
CAYMAN, CAYMAN ISLANDS.

8. Pursuant to the terms


8. of the Indenture, unless
terms of Issuer in
determined by the Issuer
unless otherwise determined
accordance with the
accordance the Indenture, the Class D Notes (other Notes) will bear a
the Regulation S Class D Notes)
(other than the
legend following effect:
legend to the following effect:

THIS NOTE HAS


THIS NOTE HAS NOT BEEN AND WILL NOT
NOT BEEN NOT BEBE REGISTERED
REGISTERED UNDERUNDER THE THE UNITED
UNITED
SECURITIES ACT OF
STATES SECURITIES
STATES OF 1933, "SECURITIES ACT),
AMENDED (THE "SECURITIES
1933, AS AMENDED ACT1, AND
AND
ISSUERS HAVE
THE ISSUERS HAVE NOT BEEN REGISTERED
NOT BEEN REGISTERED UNDER UNDER THE UNITED STATES
THE UNITED STATES
INVESTMENT COMPANY
INVESTMENT COMPANY ACT OF 1940, AS AMENDED AMENDED (THE (THE "INVESTMENT
"INVESTMENT
COMPANY
COMPANY ACT'). ACT"). THETHE HOLDER HEREOF, BY
HOLDER HEREOF, PURCHASING THE
BY PURCHASING NOTES IN
THE NOTES IN
RESPECT OF WHICH
RESPECT WHICH THIS NOTENOTE HAS BEEN ISSUED, AGREES FOR THE BENEFIT
BEEN ISSUED, BENEFIT
OF
OF THE ISSUER ISSUER THAT THE NOTES NOTES MAY MAY BE BE OFFERED, PLEDGED OR
OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED, ONLY (A)(1)
OTHERWISE TRANSFERRED, WHOM THE SELLER
PERSON WHOM
(A)(1) TO A PERSON SELLER
REASONABLY BELIEVES
REASONABLY BELIEVES IS A QUALIFIED
IS A INSTITUTIONAL BUYER
QUALIFIED INSTITUTIONAL DEFINED IN
BUYER AS DEFINED IN
RULE 144A144A UNDER SECURITIES ACT THAT IS
UNDER THE SECURITIES DEALER
BROKER DEALER
IS NOT A BROKER
WHICH OWNS
WHICH OWNS AND INVESTS ON A DISCRETIONARY
AND INVESTS DISCRETIONARY BASIS LESS THAN U.S.$25
THAN U:S.$25
MILLION IN ISSUERS THAT ARE NOT AFFILIATED PERSONS
SECURITIES OF ISSUERS
IN SECURITIES PERSONS OF OF
PURCHASER AND IS
THE INITIAL PURCHASER REFERRED TO IN
IS NOT A PLAN REFERRED PARAGRAPH
IN PARAGRAPH
(a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A OR A
(a)(1)(i)(D) A TRUST FUND REFERRED TO
FUND REFERRED TO ININ
PARAGRAPH (a)(1)(i)(F) OF RULE 144A
PARAGRAPH 144A THAT HOLDS THE ASSETS OF SUCH SUCH A A
PLAN, IF IF INVESTMENT DECISIONS WITH RESPECT TO THE PLAN
INVESTMENT DECISIONS PLAN ARE MADE BY
ARE MADE BY
BENEFICIARIES OF THE
THE BENEFICIARIES THE PLAN, PURCHASING FOR
PLAN, PURCHASING ACCOUNT OR
ITS OWN ACCOUNT
FOR ITS OR
ACCOUNT OF A
THE ACCOUNT
FOR THE QUALIFIED INSTITUTIONAL
A QUALIFIED BUYER, IN
INSTITUTIONAL BUYER, INA TRANSACTION
A TRANSACTION
REQUIREMENTS OF
MEETING THE REQUIREMENTS
MEETING OF RULE 144A UNDER UNDER THE SECURITIES ACT
THE SECURITIES ACT OROR
(2) TO A A NON U.S. PERSON IN
U.S. PERSON IN AN
AN OFFSHORE TRANSACTION COMPLYING WITH
TRANSACTION COMPLYING WITH
RULE 903 OR
RULE OR RULE 904 REGULATION SS UNDER
904 OF REGULATION SECURITIES ACT
UNDER THE SECURITIES AND, IN
ACT AND, IN
THE CASE OF OF CLAUSE (1), (1), ININ AA PRINCIPAL
PRINCIPAL AMOUNTAMOUNT OF NOT LESS
OF NOT THAN
LESS THAN
U.S.$250,000 OR
U.S.$250,OOO OR IN CASE OF
IN THE CASE OF CLAUSE (2), AMOUNT OF NOT
PRINCIPAL AMOUNT
INAA PRINCIPAL
(2), IN NOT
U.S.$100,000, FOR
LESS THAN U.S.$100,OOO,
LESS PURCHASER AND
FOR THE PURCHASER ACCOUNT FOR
EACH ACCOUNT
FOR EACH
AND FOR FOR
WHICH IT IS
WHICH ACTING, TO
IS ACTING, TO AA PURCHASER THAT, OTHER THAN IN CASE OF
THE CASE
IN THE OF
CLAUSE (2), (V) IS
CLAUSE (2), (V) IS A
A QUALIFIED
QUALIFIED PURCHASER
PURCHASER FOR
FOR PURPOSES
PURPOSES OF SECTION
SECTION 3(c)(7)
3(c)(7)
OF THE
OF INVESTMENT COMPANY
THE INVESTMENT COMPANY ACT, WAS NOT
(W) WAS
ACT, (W) FORMED FOR
NOT FORMED PURPOSE
THE PURPOSE
FOR THE
OF INVESTING
OF INVESTING IN IN THE (EXCEPT WHEN EACH
ISSUER (EXCEPT
THE ISSUER BENEFICIAL OWNER
EACH BENEFICIAL OWNER OF OF
PURCHASER IS
THE PURCHASER
THE PURCHASER), (X)-
QUALIFIED PURCHASER)~
IS AA QUALIFIED RECEIVED THE
HAS RECEIVED
(X)- -HAS THE
NECESSARY CONSENT
NECESSARY CONSENT FROMFROM ITS ITS BENEFICIAL
BENEFICIAL OWNERS WHEN THE
OWNERS WHEN PURCHASER
THE PURCHASER

12
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Confidential
Confidential Treatment
Treatment Requested by Goldman
Requested by Sachs
Goldman Sachs GS MBS-E-021825382
GS MBS-E-021825382
Footnote Exhibits - Page 5472

ISISAA PRIVATE
PRIVATE INVESTMENT COMPANY FORMED
INVESTMENTCOMPANY APRIL 30,
BEFOREAPRIL
FORMED BEFORE 30,1996, M ISIS
1996, (Y)
NOT A BROKER
NOT A BROKER DEALER
DEALER THAT
THAT OWNS
OWNS AND
AND INVESTS
INVESTS ON
ONAA DISCRETIONARY
DISCRETIONARY BASIS
BASIS
LESSTHAN
LESS U.S.$25,OOO,OOO IN
THAN U.S.$25,000,000 SECURITIES OF
INSECURITIES ISSUERSAND
UNAFFILIATEDISSUERS
OF UNAFFILIATED AND(Z) (Z)
IS NOT A PENSION, PROFIT SHARING
IS NOT A PENSION, PROFIT SHARING OR
·OR OTHER
OTHER RETIREMENT
RETIREMENT TRUST
TRUST FUND
FUND OR
OR
.PLAN
PLAN IN IN WHICH
WHICH THE THE PARTNERS, BENEFICIARIES OR
PARTNERS, BENEFICIARIES PARTICIPANTS, AS
OR PARTICIPANTS, AS
APPLICABLE, MAY
APPLICABLE, DESIGNATE THE
MAY DESIGNATE INVESTMENTS TO
PARTICULAR INVESTMENTS
THE PARTICULAR BE MADE,
TO BE MADE,
AND IN
AND TRANSACnON THAT
IN AA TRANSACTION MAY BE
THAT MAY WITHOUT LOSS
EFFECTED WITHOUT
BE EFFECTED LOSS OFOF ANY
ANY
APPLICABLE INVESTMENT
APPLICABLE COMPANYACT
INVESTMENT COMPANY EXEMPTIONAND
ACTEXEMPTION AND (B) INACCORDANCE
(B) IN ACCORDANCE
WITH ALL
WITH AU APPLICABLE SECURITIES LAWS
APPLICABLE SECURITIES LAWS OF STATES OF
THE STATES
OF THE THE UNITED
OF THE UNITED
STATES.
STATES. ANY
ANY PURPORTED
PURPORTED TRANSFER
TRANSFER IN
IN VIOLATION
VIOLATION OF
OF THE
THE FOREGOING
FOREGOING WILL
WILL
NOT BE
NOT BE PERMITTED
PERMITIED OR REGISTERED BY
OR REGISTERED THE NOTE
BY THE AGENT. EACH.
TRANSFER AGENT.
NOTE TRANSFER EACH
TRANSFEROR OF
TRANSFEROR OF THIS NOTE WILL
THIS NOTE NOTICE OF
PROVIDE NOTICE
WILL PROVIDE OF THE THE TRANSFER
TRANSFER'
RESTRICTIONS SET
RESTRICTIONS SET FORTH HEREIN AND
FORTH HEREIN AND IN INDENTURE TO
THE INDENTURE
IN THE TO ITSITS
TRANSFEREE.
TRANSFEREE.
IF THE
IF THE TRANSFER
TRANSFER OF CLASS D
OF CLASS NOTES IS
0 NOTES TO BE
IS TO BE MADE PURSUANT TO
MADE PURSUANT TO CLAUSE
CLAUSE
(A)(1) OF THE PRECEDING
(A)(1) OF THE PRECEDING PARAGRAPH,
PARAGRAPH, THE
THE TRANSFEREE
TRANSFEREE OF
OF THE
THE CLASS D
CLASS 0
NOTES WILL
NOTES WILL BE REQUIRED TO
BE REQUIRED EXECUTEAND
TO EXECUTE AND DELIVER TO THE
DELIVER TO ISSUERAND
THE ISSUER AND THE
THE
NOTE TRANSFER
NOTE CLASS D
AGENT AA CLASS
TRANSFER AGENT PURCHASE AND
NOTES PURCHASE
0 NOTES AND TRANSFER
TRANSFER
LETTER,
LETTER, SUBSTANTIALLY
SUBSTANTIALLY IN THE
THE FORM
FORM ATTACHED
ATIACHED TO
to THE
THE INDENTURE,
INDENTURE,
STATING THAT
STATING THAT AMONG
AMONG OTHER TRANSFEREE IS (1)
THE TRANSFEREE
THINGS, THE
OTHER THINGS, (1) AA QUALIFIED
QUALIFIED
INSTITUTIONAL BUYER
INSTITUTIONAL BUYER AS
AS DEFINED
DEFINED IN RULE
RULE 144A
144A UNDER
UNDER THE
THE SECURITIES
SECURITIES ACT
ACT
P\.JRCHASING FOR
PURCHASING FOR ITS ACCOUNT OR
OWN ACCOUNT
ITS OWN ACCOUNT OF
THE ACCOUNT
FOR THE
OR FOR OF A A QUALIFIED
QUALIFIED
INSTITUTIONAL BUYER
INSTITUTIONAL AND (2)
BUYER AND PURCHASER FOR
QUALIFIED PURCHASER
(2) A QUALIFIED THE PURPOSES
FOR THE PURPOSES
OF
OF THE INVESTMENT
INVESTMENT COMPANY
COMPANY ACT.
ACT.

THE PURCHASER
THE TRANSFEREE OF THIS
PURCHASER OR TRANSFEREE NOTE MUST
THIS NOTE DISCLOSE IN
MUST DISCLOSE IN WRITING
WRITING
IN ADVANCE
IN ADVANCE TO THE TRUSTEE TRUSTEE (i) O} WHETHER
WHETHER OR NOT NOT ITIT IS (A) AN "EMPLOYEE
(A) AN "EMPLOYEE
BENEFIT PLAN" (AS DEFINED
BENEFIT DEFINED IN SECTION 3(3)
IN SECTION 3(3) OF THE UNITED UNITED STATES
STATES
EMPLOYEE RETIREMENT
EMPLOYEE RETIREMENT INCOME SECURITY ACT
INCOME SECURITY ACT OF 1974, AS AS AMENDED
AMENDED
("ERISA"}), THAT IS
("ERISA")), SUBJECT TO THE PROVISIONS
IS SUBJECT PROVISIONS OF TITLE II OF ERISA, (B)
OF ERISA, (B) A A
"PLAN" DESCRIBED
"PLAN" DESCRIBED IN
IN AND SUBJECT
SUBJECT TO SECTION
SECTION 4975 OF
OF THE
THE UNITED
UNITED STATES
STATES
INTERNAL REVENUE CODE OF 1986, AS AMENDED
INTERNAL REVENUE AMENDED (THE "CODE"), "CODE"), OR (C) AN
OR (C) AN
ENTITY
ENTITY WHOSE ASSETS INCLUDE
INCLUDE "PLAN ASSETS" WITHIN THE
THE MEANING
MEANING OF
OF
ERISA
ERISA BY BY REASON
REASON OF ANY SUCH PLAN'S INVESTMENT INVESTMENT IN ENTITY (ALL
THE ENTITY
IN THE (ALL
SUCH
SUCH PERSONS
PERSONS AND ENTITIES DESCRIBED IN
ENTITIES DESCRIBED CLAUSES (A)
IN CLAUSES THROUGH (C)
(A) THROUGH BEING
(C) BEING
REFERRED
REFERRED TO HEREIN
HEREIN AS
AS "BENEFIT PLAN
PLAN INVESTORS"); (ii)
(ii) IF
IF THE
THE PURCHASER
PURCHASER
OR
OR TRANSFEREE
TRANSFEREE IS BENEFIT PLAN INVESTOR, THAT
IS A BENEFIT THAT THE PURCHASE PURCHASE AND AND
HOLDING
HOLDING OR OR TRANSFER AND HOLDING OF
OF CLASS DD NOTES
NOTES DO
DO NOT
NOT AND
AND WILL
WILL
NOT
NOT CONSTITUTE
CONSTITUTE OR OR RESULT IN INAA PROHIBITED TRANSACTION UNDER
PROHIBITED TRANSACTION SECTION
UNDER SECTION
406 OF ERISA OR SECTION 4975
406 OF ERISA OR SECTION 4975 OF
OF THE CODE FOR
FOR WHICH AN
AN EXEMPTION
EXEMPTION IS
IS
NOT
NOT AVAILABLE;
AVAILABLE; AND (iii)
(iii) WHETHER
WHETHER OR
OR NOT
NOT IT
IT IS
IS THE
THE COLLATERAL MANAGER
MANAGER
OR
OR ANY
ANY OTHER
OTHER PERSON
PERSON (OTHER (OTHER THAN BENEFIT PLAN
THAN AA BENEFIT INVESTOR) WHO
PLAN INVESTOR) WHO HAS HAS
DISCRETIONARY
DISCRETIONARY AUTHORITY
AUTHORITY OR
OR CONTROL
CONTROL WITH
WITH RESPECT
RESPECT TO
TO THE
THE ASSETS
ASSETS OF
OF
THE
THE ISSUER
ISSUER OR OR AA PERSON
PERSON WHO WHO PROVIDES INVESTMENT ADVICE
PROVIDES INVESTMENT ADVICE FOR FOR AA FEEFEE
(DIRECT
(DIRECT OR
OR INDIRECn
INDIRECT) WITH RESPECT TO
WITH RESPECT TO THE ASSETS OF
THE ASSETS OF THE ISSUER, OR
THE ISSUER, ANY
OR ANY
"AFFILIATE"
"AFFILIATE" (WITHIN
(WITHIN THE
THE MEANING
MEANING OF
OF 29
29 C.F.R.
C.F.R. SECTION
SECTION 2510.3-101(f)(3))
2510.3-101(f)(3}) OF
OF
ANY
ANY SUCH
SUCH PERSON.
PERSON. IF PURCHASER IS
IFAA PURCHASER IS AN ENTITY AS
AN ENnTY DESCRIBED IN
AS DESCRIBED (i)(C)
IN (i)(C)
ABOVE,
ABOVE, OROR AN AN INSURANCE
INSURANCE COMPANY COMPANY ACTING ACTING ON BEHALF OF
ON BEHALF GENERAL
ITS GENERAL
OF ITS
ACCOUNT,
ACCOUNT, IT IT WILL
WILL BE PERMITTED TO
BE PERMITIED TO SO INDICATE, AND
SO INDICATE, REQUIRED TO
AND REQUIRED TO
IDENTIFY
IDENTIFY AA MAXIMUM PERCENTAGE OF
MAXIMUM PERCENTAGE ITS ASSETS OR THE
OF ITS ASSETS OR THE ASSETS IN ITS· ASSETS IN ITS
GENERAL
GENERAL ACCOUNT,
ACCOUNT, AS
AS APPLICABLE,
APPLICABLE, THAT
THAT MAY
MAY BE
BE OR
OR BECOME
BECOME PLAN
PLAN ASSETS,
ASSETS,
IN
IN WHICH
WHICH CASE CASE ITIT WILLWILL BE REQUIRED TO
BE REQUIRED MAKE CERTAIN
TO MAKE FURTHER
CERTAIN FI,JRTHER
AGREEMENTS THAT WOULD APPLY-
AGREEMENTS THAT WOULD APPLY- IN:
IN: THE
THE EVENT
EVENT THAT
THAT SUCH
SUCH MAXIMUM
MAXIMUM
PERCENTAGE
PERCENTAGE WOULD
WOULD THEREAFTER
THEREAFTER BE
BE EXCEEDED.
EXCEEDED. THE
THE PURCHASER
PURCHASER AGREES
AGREES
THAT,
THAT, BEFORE
BEFORE ANY ANY INTEREST
INTEREST IN CLASS 0D NOTE
INAA CLASS NOTE MAYMAY BE OFFERED, SOLD,
BE OFFERED, SOLD,

13
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Confidential Treatment
Treatment Requested
Requested by Sachs
Goldman Sachs
byGoldman GS MBS-E-021825383
GS MBS-E-021825383
Footnote Exhibits - Page 5473

PLEDGED OR
PLEDGED TRANSFERRED, THE
OTHERWISE TRANSFERRED,
OR OTHERWISE TRANSFEREE WILL
THE TRANSFEREE WILL BEBE
REQUIRED TO
REQUIRED PROVIDE THE
TO PROVIDE THE NOTE AGENT WITH
TRANSFER AGENT
NOTE TRANSFER CLASS D
WITH AA CLASS 0 NOTES
NOTES
PURCHASE AND
PURCHASE TRANSFER LETTER
AND TRANSFER (SUBSTANTIALLY IN
LETTER (SUBSTANTIALLY IN THE FORM ATTACHED
THE FORM ATIACHED
TO THE
TO INDENTURE) STATING,
THE INDENTURE) OTHER THINGS,
AMONG OTHER
STATING, AMONG WHETHER THE
THINGS, WHETHER THE
TRANSFEREE IS
TRANSFEREE PLAN INVESTOR.
BENEFIT PLAN
ISAA BENEFIT PURCHASE OR
NO PURCHASE
INVESTOR. NO TRANSFER OF
OR TRANSFER OF
0 NOTES
CLASS D
CLASS NOTES WILL PERMITIED OR
BE PERMITTED
WILL BE REGISTERED TQ
OR REGISTERED EXTENT THAT
THE EXTENT
TO THE THAT
PURCHASE OR
THE PURCHASE
THE TRANSFER WOULD
OR TRANSFER IN BENEFIT
RESULT IN
WOULD RESULT PLAN INVESTORS
BENEFIT PLAN INVESTORS
OWNING 25% OR
OWNING 25% MORE OF
OR MORE OF THE CLASS D
OUTSTANDING CLASS
THE OUTSTANDING D NOTES (OTHER THAN
NOTES (OTHER THAN
THE CLASS
THE CLASS D OWNED BY
NOTES OWNED
0 NOTES THE COLLATERAL
BY THE MANAGER, THE
COLLATERAL MANAGER, THE TRUSTEE
TRUSTEE
AND THEIR
AND AFFILIATES) IMMEDIATELY
THEIR AFFILIATES) PURCHASE OR
SUCH PURCHASE
AFTER SUCH
IMMEDIATELY AFTER OR TRANSFER
TRANSFER
(DETERMINED IN
(DETERMINED ACCORDANCE WITH
IN ACCORDANCE WITH SECTION 3(42) OF
SECTION 3(42) ERISA, 29
OF ERISA, 29 C.F.R.
C.F.R.
SECTION 2510.3-101
SECTION THE INDENTURE).
AND THE
2510.3-101 AND INDENTURE).

TRANSFERS OF
TRANSFERS NOTE SHALL
THIS NOTE
OF THIS LIMITED TO
BE LIMITED
SHALL BE MADE IN
TRANSFERS MADE
TO TRANSFERS IN
ACCORDANCE WITH
ACCORDANCE WITH THE
THE RESTRICTIONS
RESTRICTIONS SET
SET FORTH
FORTH IN
IN THE
THE INDENTURE.
INDENTURE.

PRINCIPAL OF
PRINCIPAL NOTE IS
THIS NOTE
OF THIS PAYABLE AS
IS PAYABLE ASSET HEREIN. ACCORDINGLY,
FORTH HEREIN.
SET FORTH ACCORDINGLY,
THE OUTSTANDING PRINCIPAL
THE OUTSTANDING THIS NOTE
OF THIS
PRINCIPAL OF MAY BE
TIME MAY
ANY TIME
NOTE AT ANY LESS THAN
BE LESS THAN
.THE AMOUNT
THE SHOWN ON
AMOUNT SHOWN ON THE HEREOF. ANY
FACE HEREOF.
THE FACE ACQUIRING THIS
PERSON ACQUIRING
ANY PERSON THIS
NOTE MAY
NOTE ITS CURRENT
ASCERTAIN ITS
MAY ASCERTAIN AMOUNT BY
PRINCIPAL AMOUNT
CURRENT PRINCIPAL OF THE
INQUIRY OF
BY INQUIRY THE
NOTE PAYING AGENT.
NOTE PAYING AGENT.

THE FOLLOWING
THE INFORMATION IS
FOLLOWING INFORMATION PROVIDED PURSUANT
IS PROVIDED UNITED STATES
PURSUANT TO UNITED STATES
TREASURY REGULATION
TREASURY SECTION 1.1275-3(b).
REGULATION SECTION NOTE HAS
THIS NOTE
1.1275-3(b). THIS BEEN ISSUED
HAS BEEN ISSUED
WITH ORIGINAL
WITH DISCOUNT FOR
ISSUE DISCOUNT
ORIGINAL ISSUE STATES FEDERAL
UNITED STATES
FOR UNITED INCOME TAX
FEDERAL INCOME TAX
PURPOSES. THE HOLDER
PURPOSES. HOLDER OF THIS MAY OBTAIN THE
NOTE MAY
THIS NOTE THE INFORMATION
INFORMATION
DESCRIBED IN
DESCRIBED UNITED STATES
IN UNITED REGULATION SECTION
TREASURY REGULATION
STATES TREASURY 1. 1275-
SECTION 1. 1275-
3(b)(1)(i) FROM THE ADMINISTRATOR,
3(b)(1}(i) FROM THE FOLLOWING
ADMINISTRATOR, AT THE ADDRESS: P.O. BOX
FOLLOWING ADDRESS: BOX
1093 GT,
GT! GRAND CAYMAN, CAYMAN
GRAND CAYMAN, CAYMAN ISLANDS.

9. The purchaser acknowledges that it is its intent and that itit understands itit is intent of
is the intent of
the Issuer that, for purposes of U.S. federal income, state and local income and franchise tax and any
other income taxes, the Issuer will be treated as a non-U.S. corporation; the Notes will be treated treated asas
Income Notes will be treated.
indebtedness of the Issuer; and the Income as equity in the Issuer. The purchaser
treated.as
agrees to such treatment and agrees to take no action inconsistent with such treatment.

purchaser or beneficial owner is a Non-U.S. Holder, such purchaser or


10. IfIf the purchaser beneficial
or beneficial
owner
owner represents that (x) either (i)
(i) its purchase of the Note is not,
not, directly or
or indirectly, an
an extension
extension of
of
credit made by a bank pursuant to aa loan agreement
credit agreement entered into in the ordinary course course of its trade
of its or
trade or
business, (ii)
business, (ii) it is a person
person that is eligible
eligible for benefits under an income tax treaty
treaty with
with the
the United
United States
States
that
that eliminates United federal income taxation of
United States federal States source
of United States attributable to
not attributable
interest not
source interest to aa
permanent establishment in the United States or
in the all income
or (iii) all Note is effectively connected
income from the Note with
connected with
a trade or business
business within the United States such terms are
States (as such are used in Section 882(a)(1)
used in Code)
882(a)(1) of the Code)
conducted by
conducted by such
such Holder
Holder and (y)(y)itit isis not purchasing the
not purchasing the Note in United States federal
to reduce its United
in order to
income tax
tax liability or pursuant
pursuant to tax avoidance plan.
to aa tax

11.
11. The
The purchaser agrees not
purchaser agrees to treat
not to the Issuer
treat the as being
Issuer as engaged in
being engaged the active
in the of aa
active conduct of
banking, finanCing, insurance,
banking, financing, insurance, or other
other similar
similar business
business for
for purposes
purposes of
of Section 954(h)(2)
954(h)(2) of the
the Code.
Code.

12.
12. The
The purchaser agrees to
purchaser agrees timely furnish
to timely the Issuer
furnish the or its
Issuer or agents any
its agents U.S. federal
any U.S. income
federal income
tax form or certification
tax form or certification (such
(such as
as IRS
IRS Form
Form W-8BEN
W-8BEN (Certification
(Certification of
of Foreign
Foreign Status),
Status), Form
Form W-81MY
W-8IMY
(Certification of
(Certification of Foreign
Foreign Intermediary
Intermediary Status), Form W-9
Status), Form (Request for
W-9 (Request Taxpayer Identification
for Taxpayer Number and
Identification Number and
Certification)
Certification) oror Form
Form W-BECI (Certification of
W-8ECI (Certification Foreign Person's
of Foreign Claim for
Person's Claim Exemption from
for Exemption Withholding on
from Withholding on
Income
Income Effectively
Effectively Connected
Connected with
with Conduct
Conduct of
o1"aa U.S.
tJ.S. Trade
Trade or
or Business)
Business) or
or any
any successors
successors to
to such
such IRS
IRS
forms)
forms) that
that the
the Issuer
Issuer or agents may
its agents
or its request and
reasonably request
may reasonably to update
and to update or or replace form or
such form
replace such or
certification in accordance with its terms
certification in accordance with its terms or
or its
its subsequent
subsequent amendments.
amendments.

14
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Confidential
Confidential Treatment Requested by
Treatment Requested Sachs
Goldman Sachs
by Goldman GS MBS-E-021825384
GS MBS-E-02182S384
Footnote Exhibits - Page 5474

13. The
13. Thepurchaser
purchaseragrees
agreestototimely furnishthe
timelyfurnish Issuer,upon
the Issuer, request,with
uponrequest, informationas
suchinformation
withsuch as
may reasonably be requested
may reasonably be requested by
by the
the Issuer
Issuer (including
(including but
but not
not limited
limited to
to information
information relating
relating toto the
the
beneficial owner
beneficial owner ofofthe
the Note)
Note) inin connection with the
connection with fulfillment of
Issuer's fulfillment
the Issuer's of its reporting, notification,
tax reporting,
its tax notification,
withholding and
withholding and similar
similar obligations
obligations arising
arising under the Code
under the amended from
(as amended
Code (as from time time) or
to time)
time to or the
the
Transaction
Transaction Documents.
Documents.
14. The
14. The purchaser understands that
purchaser understands the Issuers,
that the the Trustee,
Issuers, the the Initial
Trustee, the and the
Purchaser and
Initial Purchaser the
Collateral
Collateral Manager
Manager and
and their
their counsel
counsel will
will rely
rely upon
upon the
the accuracy
accuracy and
and truth
truth of
of the
the foregoing
foregoing
representations, and
representations, andthe
the purchaser hereby consents
purchaserhereby such reliance.
consentstoto such reliance.

15. Pursuant
15. Pursuantto to the
the terms
terms of of the Fiscal Agency
the Fiscal Agreement, unless
Agency Agreement, determined by
otherwise determined
unless otherwise by
the Issuer inin accordance
the Issuer accordance with
with the Fiscal Agency
the Fiscal Agreement, the
Agency Agreement, Income Notes
the Income (otherthan
Notes (other the Regulation
than the Regulation
SS Income
Income Notes)
Notes) will
will bear
bearaalegend
legend to to the following effect:
the following effect:

THE INCOME
THE INCOME NOTES CONSTITUTED BY
ARE CONSTITUTED
NOTES ARE DEED OF
THE DEED
BY THE OF COVENANT
COVENANT
EXECUTED BY
EXECUTED BY THE ON OR
ISSUER ON
THE ISSUER ABOUT MARCH
OR ABOUT 27, 2007
MARCH 27, ARE SUBJECT
AND ARE
2007 AND SUBJECT
TO THE
TO THE TERMS AND CONDITIONS
TERMS AND THEREOF AND
CONDITIONS THEREOF AND CERTAIN CONDITIONS OF
CERTAIN CONDITIONS OF THE
THE
FISCAL
FISCAL AGENCY
AGENCY AGREEMENT,
AGREEMENT, DATED
DATED ON
ON OR
OR ABOUT
ABOUT MARCH
MARCH 27,
27, 2007
2007 (THE
(THE
"FISCAL AGENCY
"FISCAL AGREEMENT,) BY
AGENCY AGREEMENT") AND AMONG
BY AND ISSUER AND
THE ISSUER
AMONG THE BANK OF
THE BANK
AND THE OF .
NEW YORK, LONDON BRANCH,
NEW YORK, LONDON BRANCH, AS
AS FISCAL
FISCAL AGENT
AGENT AND
AND TRANSFER
TRANSFER AGENT.
AGENT.
COPIES OF THE
COPIES OF THE DEED COVENANT, THE
OF COVENANT,
DEED ·OF TERMS AND
THE TERMS CONDITIONS OF
AND CONDITIONS OF THE
THE
INCOME NOTES
INCOME NOTES AND FISCAL AGENCY
THE FISCAL
AND THE AGREEMENT MAY BE
AGENCY AGREEMENT MAY BE OBTAINED OBTAINED
FROM THE
FROM THE FISCAL
FISCAL AGENT.
AGENT.

THE INCOME
THE INCOME NOTES NOTES HAVE HAVE NOT BEEN AND
NOT BEEN AND WILL REGISTERED UNDER
NOT BE REGISTERED
WILL NOT UNDER
THE UNITED
THE UNITED STATES SECURITIES ACT
STATES SECURITIES ACT OF 1933, AMENDED (THE "SECURITIES
1933, AS AMENDED "SECURITIES
ACT'), AND THE
ACT'), ISSUER HAS
THE ISSUER HAS NOT NOT BEEN REGISTERED UNDER
BEEN REGISTERED UNDER THE UNITED UNITED
STATES
STATES INVESTMENT
INVESTMENT COMPANY
COMPANY ACT
ACT OF
OF 1940, AS AMENDED
AMENDED (THE "INVESTMENT
"INVESTMENT
COMPANY
COMPANY ACT'). ACTl THE THE HOLDER HEREOF, PURCHASING THE
HEREOF, BY PURCHASING INCOME NOTES
THE INCOME NOTES
REPRESENTED
REPRESENTED HEREBY,
HEREBY, AGREES
AGREES FOR THE BENEFIT
BENEFIT OF THE ISSUER THAT
ISSUER THAT
SUCH INCOME
SUCH INCOME NOTES NOTES MAY BE OFFERED, SOLD, PLEDGED
BE OFFERED, PLEDGED OR OTHERWISEOTHERWISE
TRANSFERRED, ONLY (A)(1)
TRANSFERRED, (A)(1) TO A PERSON WHOM THE SELLER REASONABLY REASONABLY
BELIEVES
BELIEVES IS QUALIFIED INSTITUTIONAL
IS A QUALIFIED INSTITUTIONAL BUYER BUYER AS DEFINED
DEFINED IN RULE 144A
IN RULE 144A
UNDER THE SECURITIES
-UNDER SECURITIES ACT AND IS PURCHASING FOR ITS OWN ACCOUNT
IS PURCHASING ACCOUNT OR OR
ACCOUNT OF A QUALIFIED INSTITUTIONAL
FOR THE ACCOUNT INSTITUTIONAL BUYER, IN A TRANSACTION
IN A TRANSACTION
MEETING REQUIREMENTS OF RULE 144A UNDER
MEETING THE REQUIREMENTS SECURITIES ACT, (2)
UNDER THE SECURITIES
TO
TO AN ACCREDITED
ACCREDITED INVESTOR
INVESTOR (AS DEFINED
DEFINED IN
IN RULE
RULE 501(a)
501 UNDER THE
(a) UNDER THE
SECURITIES
SECURITIES ACT) WHO WHO HAS A NET NET WORTH OF OF NOT LESS THAN U.S.$10
NOT LESS MILLION)
U.S.$10 MILLION)
IN
IN A
A TRANSACTION
TRANSACTION EXEMPT EXEMPT FROM REGISTRATIONREGISTRATION UNDER SECURITIES
UNDER THE SECURITIES
ACT,
ACT, OR (3) TO
TO AA NON-U.S. PERSON
PERSON IN
IN AN OFFSHORE TRANSACTION
TRANSACTION
COMPLYING
COMPLYING WITH WITH RULERULE 903 903 OR RULE 904 OF
OR RULE REGULATION S
OF REGULATION UNDER THE
S UNDER THE
SECURITIES
SECURITIES ACT, ANDACT, AND IN
IN EACH
EACH CASE IN
IN A
A MINIMUM
MINIMUM DENOMINATION
DENOMINATION OF
OF
U.S.$100,OOO.
U.S.$100,000. FURTHERMORE
FURTHERMORE THE PURCHASER AND
THE PURCHASER ACCOUNT FOR
EACH ACCOUNT
AND E:ACH FOR
WHICH IT
WHICH ITISIS ACTING
ACTING AS A PURCHASER, OTHER
A PURCHASER, OTHER THANTHAN IN CASE OF
IN THE CASE CLAUSE
OF CLAUSE
(A)(3)
(A)(3) ABOVE, REPRESENTS
REPRESENTS FOR
FOR THE BENEFIT
BENEFIT OF
OF THE
THE ISSUER
ISSUER THAT
THAT IT
IT M ISAA
(V) IS
QUALIFIED
QUALIFIED PURCHASER
PURCHASER FOR FOR THE PURPOSES OF
THE PURPOSES SECTION 33(c)(7)
OF SECTION (c)(7) OF OF THETHE
INVESTMENT
INVESTMENT COMPANY COMPANY ACT, ACT, (W) WAS NOT
(W) WAS FORMED FOR
NOT FORMED FOR THE PURPOSE OF
THE PURPOSE OF
INVESTING
INVESTING IN IN THE
THE ISSUER (EXCEPT WHEN
ISSUER (EXCEPT WHEN EACH BENEFICIAL OWNER
EACH BENEFICIAL OWNER OF OF THETHE
PURCHASER IS
PURCHASER ISAA QUALIFIED PURCHASER), (X)
QUALIFIED PURCHASER), RECEIVED THE
HAS RECEIVED
(X) HAS NECESSARY
THE NECESSARY
CONSENT
CONSENT FROM
FROM ITS
ITS BENEFICIAL
BENEFICIAL OWNERS
OWNERS WHEN
WHEN THE
THE PURCHASER
PURCHASER IS AA
IS
PRIVATE
PRIVATE INVESTMENT
INVESTMENT COMPANY COMPANY FORMED FORMED BEFOREBEFORE APRIL (Y) IS
30, 1996, (Y)
APRIL 30,1996, NOT AA
IS NOT
BROKER-DEALER
BROKER-DEALER THAT THAT OWNSOWNS AND INVESTS ON
AND INVESTS DISCRETIONARY BASIS
ON AA DISCRETIONARY LESS
BASIS LESS
THAN
THAN U.S.$25,000,000
U.S.$25,000,000 IN SECURITIES OF
INSECURITIES OF UNAFFILIATED ISSUERS AND
UNAFFILIATED ISSUERS AND (Z) NOT
ISNOT
(Z) IS
AA PENSION,
PENSION, PROFIT SHARING OR OTHER=RETIREMENT TRUST
PROFIT SHARINGOROTMERRETIREMENT TRUST FUNDFUND OR PLAN IN
OR PLAN IN
WHICH THE
WHICH THE PARTNERS,PARTNERS, BENEFICIARIES
BENEFICIARIES OR
OR PARTICIPANTS,
PARTICIPANTS, AS
AS APPLICABLE,
APPLICABLE,
MAY
MAY DESIGNATE
DESIGNATE THE THE PARTICULAR INVESTMENTS TO
PARTICULAR INVESTMENTS TO BE MADE, AND
BE MADE, AND IN IN AA

15
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Confidential
Confidential Treatment Requested by
Treatment Requested Sachs
Goldman Sachs
by Goldman GS MBS-E-021825385
GS MBS-E-021825385
Footnote Exhibits - Page 5475

TRANSACTION THAT
TRANSACTION THAT MAY
MAY BE
BE EFFECTED WITHOUT LOSS
EFFECTED WITHOUT LOSS OF ANY APPLICABLE
OF ANY APPLICABLE
INVESTMENT COMPANY
INVESTMENT COMPANY ACT EXEMPTION AND
ACT EXEMPTION IN ACCORDANCE
(B) IN
AND (B) WITH ALL
ACCORDANCE WITH ALL
APPLICABLE SECURITIES
APPLICABLE SECURITIES LAWS
LAWS OF
OF THE
THE STATES
STATES OF
OF THE
THE UNITED
UNITED STATES.
STATES. ANY
ANY.
PURPORTED TRANSFER
PURPORTED TRANSFER IN VIOLATION OF
IN VIOLATION FOREGOING WILL
THE FOREGOING
OF THE NOT BE
WILL NOT BE
PERMITTED OR REGISTERED
PERMITTED OR REGISTERED BY
BY THE
THE FISCAL
FISCAL AGENT
AGENT OR
OR THE
THE INCOME
INCOME NOTE
NOTE
REGISTRAR. EACH
REGISTRAR. TRANSFEROR OF
EACH TRANSFEROR INCOME NOTES
THE INCOME
OF THE WILL PROVIDE
NOTES WILL PROVIDE
NOTICE OF
NOTICE OF THE RESTRICTIONS SET
TRANSFER RESTRICTIONS
THE TRANSFER FORTH HEREIN
SET FORTH IN THE
AND IN
HEREIN AND THE
FISCAL AGREEMENT TO
AGENCY AGREEMENT
FISCAL AGENCY ITS TRANSFEREE.
TO ITS TRANSFEREE.

IF THE
IF TRANSFER OF
THE TRANSFER NOTES IS
INCOME NOTES
OF INCOME TO BE
IS TO BE MADE PURSUANT TO
MADE PURSUANT TO CLAUSE
CLAUSE
(A)(1) OR
(A)(1) OF THE
(A}(2) OF
OR (A)(2) PARAGRAPH, THE
PRECEDING PARAGRAPH,
THE PRECEDING TRANSFEREE OF
THE TRANSFEREE OF THE
THE
INCOME NOTES WILL
INCOME NOTES REQUIRED TO
BE REQUIRED
WILL BE EXECUTE AND
TO EXECUTE AND DELIVER THE ISSUER
TO THE
DELIVER TO ISSUER
AND THE
AND AGENT. AN
FISCAL AGENT.
THE FISCAL PURCHASE AND
NOTES PURCHASE
INCOME NOTES
AN INCOME AND TRANSFER
TRANSFER
SUBSTANTIALLY IN THE
LETTER, SUBSTANTIALLY
LETTER, THE FORM ATTACHED TO
FORM ATTACHED TO THE FISCAL AGENCY
THE FISCAL AGENCY
STATING THAT
AGREEMENT, STATING
AGREEMENT, AMONG OTHER
THAT AMONG TRANSFEREE IS
THE TRANSFEREE
THINGS, THE
OTHER THINGS, (X) A
IS (X) A
QUALIFIED INSTITUTIONAL
QUALIFIED BUYER AS
INSTITUTIONAL· BUYER DEFINED IN
AS DEFINED RULE 144A
IN RULE UNDER THE
144A UNDER THE
SECURITIES ACT
SECURITIES PURCHASING FOR
ACT PURCHASING FOR ITS ACCOUNT OR
OWN ACCOUNT
ITS OWN THE ACCOUNT
FOR THE
OR FOR ACCOUNT
OF A QUALIFIED
OF BUYER, OR
INSTITUTIONAL BUYER,
QUALIFIED INSTITUTIONAL AN ACCREDITED
(Y) AN
OR (Y) INVESTOR (AS
ACCREDITED INVESTOR (AS .
DEFINED IN RULE
DEFINED UNDER THE
501 (a) UNDER
RULE 501(a) ACn WHO
SECURITIES ACT)
THE SECURITIES NET WORTH
HAS A NET
WHO HAS WORTH
OF NOT LESS
OF NOT U.S.$10 MILLION
THAN U.S.$10
LESS THAN (Z) A
AND (Z)
MILLION AND A QUALIFIED PURCHASER FOR
QUALIFIED PURCHASER FOR THE
THE
PURPOSES OF
PURPOSES OF THE COMPANY ACT. .
INVESTMENT COMPANY
THE INVESTMENT

THE PURCHASER
THE TRANSFEREE MUST
PURCHASER OR TRANSFEREE DISCLOSE IN
MUST DISCLOSE WRITING IN ADVANCE
IN WRITING ADVANCE
TO THE
TO AGENT (i)
FISCAL AGENT
THE FISCAL WHETHER OR NOT
(i) WHETHER NOT IT IS (A) AN "EMPLOYEE BENEFIT
AN "EMPLOYEE BENEFIT
PLAN" (AS DEFINED
DEFINED IN SECTION 3(3) OF
IN SECTION THE UNITED
OF THE STATES EMPLOYEE
UNITED STATES EMPLOYEE
RETIREMENT INCOME
RETIREMENT SECURITY ACT OF
INCOME SECURITY AMENDED ("ERISA")),
OF 1974, AS AMENDED THAT IS
C'ERISA"», THAT IS
SUBJECT TO THE PROVISIONS OF
SUBJECT OF TITLE DESCRIBED IN
(B) A "PLAN" DESCRIBED
TITLE I OF ERISA, (B)
SUBJECT TO
AND SUBJECT
AND SECTION 4975
TO SECTION 4975 OF THE UNITED STATES INTERNAL
UNITED STATES REVENUE
INTERNAL REVENUE
CODE OF 1986, AS AMENDED
CODE AMENDED (THE "CODE'), (C)AN ENTITY
"CODE"), OR (C) WHOSE ASSETS
ENTITY WHOSE ASSETS
INCLUDE "PLAN ASSETS" WITHIN
INCLUDE ERISA BY
MEANING OF ERISA
WITHIN THE MEANING REASON OF ANY
BY REASON ANY
SUCH PLAN'S INVESTMENT
SUCH INVESTMENT IN IN THE ENTITY SUCH PERSONS
(ALL SUCH
ENTITY (ALL PERSONS AND ENTITIESENTITIES
DESCRIBED IN
DESCRIBED CLAUSES (A) THROUGH (C)
IN CLAUSES (C) BEING REFERRED TO HEREIN
BEING REFERRED HEREIN AS
"BENEFIT INVESTORS"); (ii)
"BENEFIT PLAN INVESTORS"); (ii) IF TRANSFEREE IS
PURCHASER OR TRANSFEREE
IF THE PURCHASER IS A
BENEFIT PLAN INVESTOR,.
BENEFIT INVESTOR, THAT THAT THE PURCHASE TRANSFER
HOLDING OR TRANSFER
PURCHASE AND HOLDING
OF INCOME NOTES DO
INCOME NOTES DO NOT AND WILL NOT CONSTITUTE OR RESULT IN
NOT CONSTITUTE IN AA
PROHIBITED TRANSACTION
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA
UNDER SECTION SECTION 4975
ERISA OR SECTION
OF THE CODE CODE FOR WHICH AN EXEMPTION EXEMPTION IS NOT AVAILABLE; AND (iii)
IS NOT
WHETHER OR NOT IT IS COLLATERAL MANAGER OR ANY OTHER PERSON
IS THE COLLATERAL PERSON
.(OTHER
(OTHER THAN A BENEFIT BENEFIT PLAN INVESTOR) INVESTOR) WHO HAS DISCRETIONARYDISCRETIONARY
AUTHORITY OR CONTROL WITH RESPECT RESPECT TO THE ASSETS
ASSETS OF THE ISSUER ISSUER OR OR AA
PERSON WHO PROVIDES INVESTMENT ADVICE
PROVIDES INVESTMENT ADVICE FOR FOR A A FEE (DIRECT OR
FEE (DIRECT OR
RESPECT TO THE ASSETS OF THE
INDIRECT) WITH RESPECT
INDIRECn "AFFILIATE"
ISSUER, OR ANY "AFFILIATE"
THE ISSUeR,
MEANING OF 29 C.F.R.
(WITHIN THE MEANING
(WITHIN C.F.R. SECTION 2510.3-101(f)(3)) OF ANY
SECTION 2510.3-101(f)(3}} SUCH
ANY SUCH
PERSON. IF
PERSON. IF A PURCHASER
PURCHASER IS DESCRIBED IN
IS AN ENTITY AS DESCRIBED (i)(C) ABOVE, OR
IN (i}(C) AN
OR AN
COMPANY ACTING ON
INSURANCE COMPANY
INSURANCE ON BEHALF GENERAL ACCOUNT, IT
BEHALF OF ITS GENERAL WILL
IT WILL
PERMITTED TO SO
BE PERMITTED
BE INDICATE, AND
SO INDICATE, REQUIRED TO
AND REQUIRED TO IDENTIFY MAXIMUM
IDENTIFY AA MAXIMUM
PERCENTAGE OF ITS ASSETS OR
PERCENTAGE ASSETS IN
OR THE ASSETS ACCOUNT, AS
IN ITS GENERAL ACCOUNT, AS
APPLICABLE,
APPLICABLE, THAT MAY MAY BE ASSETS, IN
BECOME PLAN ASSETS,
BE OR BECOME WHICH CASE
IN WHICH CASE IT WILL
IT WILL
REQUIRED TO MAKE
BE REQUIRED
BE MAKE CERTAIN AGREEMENTS THAT
FURTHER AGREEMENTS
CERTAIN FURTHER THAT WOULD APPLY
THE EVENT
IN THE
IN SUCH MAXIMUM
THAT SUCH
EVENT THAT PERCENTAGE WOULD
MAXIMUM PERCENTAGE THEREAFTER BE
WOULD THEREAFTER BE
EXCEEDED.
EXCEEDED. THE PURCHASER AGREES THAT, BEFORE ANY
THE PURCHASER INTEREST IN
ANY INTEREST AN
IN AN
INCOME NOTE MAY
INCOME OFFERED, SOLD, PLEDGED
MAY BE OFFERED, PLEDGED OR OTHERWISE OTHERWISE
TRANSFERRED, THE
TRANSFERRED, TRANSFEREE WILL
THE TRANSFEREE WILL BE REQUIRED TO
BE REQUIRED PROVIDE THE
TO PROVIDE FISCAL
THE FISCAL
AGENToWI:rHc~-AN
AGENT -WITH--AN ,·INCOME.
-NCOME. --NOTES PURCHASE AND
-NOTES PURCHASE AND TRANSFER LETTER LETTER
(SUBSTANTIALLY IN
(SUBSTANTIALLY THE FORM
IN THE ATTACHED TO
FORM ATTACHED TO THETHE FISCAL AGENCY
FISCAL AGENCY
AGREEMENT) STATING,
AGREEMENn AMONG OTHER THINGS,
STATING, AMONG TRANSFEREE IS
WHETHER THE TRANSFEREE
THINGS, WHETHER IS

16
16

Confidential Requested by
Treatment Requested
Confidential Treatment Sachs
Goldman Sachs
by Goldman GS MBS-E-021825386
GS MBS-E-02182S386
Footnote Exhibits - Page 5476

INVESTOR. NO
BENEFIT PLAN INVESTOR.
A BENEFIT PURCHASE OR
NO PURCHASE TRANSFER OF
OR TRANSFER INCOME NOTES
OF INCOME NOTES
WILL BE
WILL BE PERMITTED REGISTERED TO THE
PERMITTED OR REGISTERED EXTENT THAT
THE EXTENT THAT THE PURCHASE OR
THE PURCHASE OR
TRANSFER WOULD
TRANSFER BENEFIT PLAN
RESULT IN BENEFIT
WOULD RESULT INVESTORS OWNING
PLAN INVESTORS 25% OR
OWNING 25% OR
MORE OF
MORE THE OUTSTANDING
OF THE (OTHER THAN THE
NOTES (OTHER
INCOME NOTES
OUTSTANDING INCOME THE INCOME
INCOME
OWNED BY
NOTES OWNED
NOTES BY THE COLLATERAL MANAGER, THE
COLLATERAL MANAGER, TRUSTEE AND THEIR
THE TRUSTEE THEIR
AFFILIATES) IMMEDIATELY AFTER
AFFILIATES) IMMEDIATELY PURCHASE OR TRANSFER
SUCH PURCHASE
AFTER SUCH TRANSFER
(DETERMINED IN
(DETERMINED ACCORDANCE WITH
IN ACCORDANCE ERISA, 29
SECTION 3(42) OF ERISA,
WITH SECTION 29 C.F.R.
SECTION 2510.3-101 AND
SECTION 2510.3-101 AND THE
THE FISCAL AGENCY AGREEMENT).
FISCAL AGENCY AGREEMENT).

HOLDERS OF THE
TO THE HOLDERS
PAYMENTS TO
PAYMENTS THE INCOME NOTES ARE
INCOME NOTES SUBORDINATE TO
ARE SUBORDINATE
THE PAYMENT DATE OF
PAYMENT DATE
EACH PAYMENT
PAYMENT ON EACH PRINCIPAL OF
OF PRINCIPAL OFAND INTEREST ON
AND INTEREST ON
THE NOTES THE ISSUERS
NOTES OF THE THE PAYMENT
ISSUERS AND THE CERTAIN OTHER
PAYMENT OF CERTAIN OTHER
AMOUNTS, TO
AMOUNTS, TO THE
THE EXTENT DESCRIBED IN
EXTENT AND AS DESCRIBED IN THE INDENTURE.
INDENTURE.
TRANSFERS OF THIS
TRANSFERS NOTE SHALL BE
THIS NOTE LIMITED TO
BE LIMITED TRANSFERS MADE
TO TRANSFERS MADE IN
IN
ACCORDANCE RESTRICTIONS SET
ACCORDANCE WITH THE RESTRICTIONS FISCAL AGENCY
FORTH IN THE FISCAL
SET FORTH AGENCY
AGREEMENT.
AGREEMENT.

16. Pursuant to the terms determined by


terms of the Fiscal Agency Agreement, unless otherwise determined by
in respect of the Regulation S
the Issuer in accordance with the Fiscal Agency Agreement, the certificates in
Income Notes will bear a legend to the following effect:
Income
INCOME NOTES
THE INCOME CONSTITUTED BY THE DEED
NOTES ARE CONSTITUTED DEED OF COVENANT
COVENANT
EXECUTED BY THE ISSUER
EXECUTED SUBJECT
ISSUER ON OR ABOUT MARCH 27, 2007 AND ARE SUBJECT
TO THE
THE TERMS CONDITIONS THEREOF
TERMS AND CONDITIONS CONDITIONS OF THE
CERTAIN CONDITIONS
THEREOF AND CERTAIN
AGENCY AGREEMENT,
FISCAL AGENCY DATED ON OR ABOUT MARCH
AGREEMENT, DATED MARCH 27, 2007 (THE
AGREEMENT") BY
AGENCY AGREEMENT')
"FISCAL AGENCY BY AND AMONG THE
AND AMONG ISSUER AND THE BANK
THE ISSUER OF
BANK OF
NEW YORK,
NEW LONDON BRANCH,
YORK, LONDON AGENT AND
BRANCH, AS FISCAL AGENT INCOME NOTE
AND INCOME TRANSFER
NOTE TRANSFER
AGENT. THE DEED
COPIES OF THE
AGENT. COPIES COVENANT, THE
DEED OF COVENANT, TERMS AND CONDITIONS
THE TERMS OF
CONDITIONS OF
THE INCOME NOTES AND THE FISCAL AGENCY
INCOME NOTES MAY BE OBTAINED
AGREEMENT MAY
AGENCY AGREEMENT OBTAINED
FROM THE FISCAL AGENT.

THE INCOME
INCOME NOTES BEEN AND WILL NOT BE
HAVE NOT BEEN
NOTES HAVE BE REGISTERED UNDER
REGISTERED UNDER
UNITED STATES
THE UNITED STATES SECURITIES
SECURITIES ACT OF 1933, AS AMENDED "SECURITIES
AMENDED (THE "SECURITIES
ACr'), AND THE ISSUER
ACT"), ISSUER HAS NOTNOT BEEN REGISTERED UNDER THE UNITED
REGISTERED UNDER UNITED
STATES INVESTMENT
STATES COMPANY ACT OF 1940, AS AMENDED
INVESTMENT COMPANY "INVESTMENT
AMENDED (THE "INVESTMENT
COMPANY ACT"). THE HOLDER
COMPANY ACr'). BY PURCHASING THE
HOLDER HEREOF, BYPURCHASING THE INCOME NOTES
INCOME NOTES
REPRESENTED
REPRESENTED HEREBY, AGREES AGREES FOR THE BENEFIT ISSUER THAT
BENEFIT OF THE ISSUER THAT
SUCH NOTES MAY
INCOME NOTES
SUCH INCOME MAY BE OFFERED,
OFFERED, SOLD, PLEDGED OTHERWISE
PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (A)(1) TO A PERSON WHOM THE SELLER
TRANSFERRED, REASONABLY
SELLER REASONABLY
BELIEVES IS
BELIEVES IS AA QUALIFIED INSTITUTIONAL BUYER AS DEFINED
QUALIFIED INSTITUTIONAL DEFINED IN 144A
IN RULE 144A
UNDER SECURITIES ACT AND IS
UNDER THE SECURITIES PURCHASING FOR ITS OWN ACCOUNT
IS PURCHASING ACCOUNT OR OR
ACCOUNT OF A QUALIFIED
FOR THE ACCOUNT
FOR INSTITUTIONAL BUYER, IN A
QUALIFIED INSTITUTIONAL A TRANSACTION
TRANSACTION
REQUIREMENTS OF RULE 144A UNDER
MEETING THE REQUIREMENTS
MEETING SECURITIES ACT, (2)
UNDER THE SECURITIES
TO AN ACCREDITED
ACCREDITED INVESTOR (AS DEFINED DEFINED IN UNDER THE
IN RULE 501(a) UNDER
SECURITIES ACT) WHO HAS A NET WORTH OF NOT LESS THAN U.S.$10 MILLION)
SECURITIES
IN A TRANSACTION
IN TRANSACTION EXEMPTEXEMPT FROM REGISTRATION SECURITIES
UNDER THE SECURITIES
REGISTRATION UNDER
ACT, OR (3) (3) TO A NON-U.S.
NON-U.S. PERSON IN TRANSACTION
IN AN OFFSHORE TRANSACTION
COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION REGULATION S UNDERUNDER THE
SECURITIES ACT, AND IN
SECURITIES EACH CASE IN
IN EACH DENOMINATION OF
MINIMUM DENOMINATION
IN A MINIMUM OF
U.S.$100,000. FURTHERMORE
U.S.$100,OOO. PURCHASER AND EACH ACCOUNT
FURTHERMORE THE PURCHASER ACCOUNT FORFOR
WHICH IT IS PURCHASER, OTHER THAN IN
IS ACTING AS A PURCHASER, IN THE CASE OF CLAUSE
ISSUER THAT IT (V) IS
BENEFIT OF THE ISSUER
REPRESENTS FOR THE BENEFIT
(A)(3) ABOVE, REPRESENTS IS A
A
PURCHASER FOR THE PURPOSES
QUALIFIED PURCHASER
QUALIFIED PURPOSES OFOF SECTION
SECTION 3(c)(7) OF THE
INVESTMENT" COMPANY ACT, (W) WAS NOT FORMED
INVESTMENT COMPANY-AOT;(W) FORMED FOR PURPOSE OF
FOR THE PURPOSE .-. "'-"'-: ."....o::~-.:.,. "",.""...
INVESTING IN
INVESTING (EXCEPT WHEN
ISSUER (EXCEPT
IN THE ISSUER BENEFICIAL OWNER OF THE
WHEN EACH BENEFICIAL
PURCHASER IS
PURCHASER QUALIFIED PURCHASER),
ISA QUALIFIED NECESSARY
RECEIVED THE NECESSARY
PURCHASER), (X) HAS RECEIVED

17

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GS MBS-E-021825387
Footnote Exhibits - Page 5477

CONSENT FROM
CONSENT FROM ITS OWNERS WHEN
BENEFICIAL OWNERS
ITS BENEFICIAL WHEN THE PURCHASER IS
THE PURCHASER IS AA
PRIVATE INVESTMENT
PRIVATE INVESTMENT COMPANY
COMPANY FORMED
FORMED BEFORE
BEFORE APRIL
APRIL 30, 1996,
30,1996, (Y)
(Y) IS
ISNOT
NOT AA
BROKER-DEALERTHAT
BROKER-DEALER oWNsAND
THATOWNS INVESTSON
ANDINVESTS DISCRETIONARYBASIS
ONAADISCRETIONARY BASISLESSLESS
THAN U.S.$25,000,000IN
THANU.S.$25,000,000 SECURITIESOF
INSECURITIES ISSUERSAND
UNAFFILIATEDISSUERS
OFUNAFFILIATED AND(Z)(Z) ISISNOT
NOT
A PENSION,
A PENSION, PROFIT
PROFIT SHARING
SHARING OR
OR OTHER
OTHER RETIREMENT
RETIREMENT TRUST
TRUST FUND
FUND OR
OR PLAN
PLAN IN
IN
WHICH THE
WHICH THE PARTNERS, BENEFICIARIES OR
PARTNERS, BENEFICIARIES PARTICIPANTS, AS
OR PARTICIPANTS, AS APPLICABLE,
APPLICABLE,
MAY DESIGNATE
MAY DESIGNATE THE INVESTMENTS TO
PARTICULAR INVESTMENTS
THE PARTICULAR TO BE MADE, AND
BE MADE, AND IN IN AA
TRANSACTION THAT
TRANSACTION THAT MAY BE EFFECTED
MAY BE WITHOUT LOSS
EFFECTED WITHOUT LOSS OF ANY APPLICABLE
OF ANY APPLICABLE
COMPANY ACT
INVESTMENT COMPANY
INVESTMENT EXEMPTION AND
ACT EXEMPTION ACCORDANCE WITH
IN ACCORDANCE
(B) IN
AND (B) WITH ALL ALL
APPLICABLE SECURITIES
APPLICABLE LAWS OF
SECURITIES LAWS OF THE STATES OF
THE STATES OFTHE STATES. ANY
UNITED STATES.
THE UNITED ANY
TRANSFER IN
PURPORTED TRANSFER
PURPORTED VIOLATION OF
IN VIOLATION FOREGOING WILL
THE FOREGOING
OF THE WILL NOT NOT BE BE
PERMITTED OR REGISTERED
PERMITTED OR REGISTERED BY
BY THE
THE FISCAL
FISCAL AGENT
AGENT OR
OR THE
THE INCOME
INCOME NOTE
NOTE
REGISTRAR. EACH
REGISTRAR. TRANSFEROR OF
EACH TRANSFEROR INCOME NOTES
THE INCOME
OF THE WILL PROVIDE
NOTES WILL PROVIDE
NOTICE OF THE TRANSFER RESTRICTIONS
NOTICE OF THE TRANSFER RESTRICTIONS SET
SET FORTH
FORTH HEREIN
HEREIN AND IN
AND IN THE
THE
FISCAL AGREEMENTTO
AGENCYAGREEMENT
FISCALAGENCY ITSTRANSFEREE.
TO ITS TRANSFEREE.

TRANSFEREE OF
THE TRANSFEREE
THE THIS SECURITY
OF THIS WILL BE
SECURITY·- WILL BE DEEMED TO HAVE
DEEMED TO HAVE
REPRESENTED THAT
REPRESENTED THE TRANSFEREE
THAT THE IS NOT
TRANSFEREE IS U.S. PERSON.
NOTAA U.S. PERSON.

THE PURCHASER
THE PURCHASER OR TRANSFEREE OF
OR TRANSFEREE INCOME NOTE
THIS INCOME
OF THIS NOTE IS DEEMED TO
IS DEEMED TO
REPRESENT (I)
REPRESENT THAT IT
(i) THAT NOT (A) AN
IS NOT
IT IS "EMPLOYEE BENEFIT
AN "EMPLOYEE (AS DEFINED
PLAN" (AS
BENEFIT PLAN" DEFINED
SECTiON 3(3)
IN SECTION 3(3) OF THAT IS
ERISA) THAT
OF ERISA) SUBJECT TO
IS SUBJECT PROVISIONS OF
THE PROVISIONS
TO THE TITLE II OF
OF TITLE OF
ERISA,
ERISA, (B)
(B) AA "PLAN" DESCRIBED
DESCRIBED IN
IN AND
AND SUBJECT
SUBJECT TO
TO SECTION
SECTION 4975
4975 OF THE
OF THE
CODE, OR (C)
CODE, ENTITY WHOSE
(C) AN ENTITY INCLUDE "PLAN ASSETS"
ASSETS INCLUDE
WHOSE ASSETS WITHIN THE
ASSETS" WITHIN THE
MEANING OF
MEANING OF ERISA ERISA BY
BY REASON
REASON OF
OF ANY
ANY SUCH
SUCH PLAN'S INVESTMENT
INVESTMENT IN THE
IN THE
ENTITY (ALL SUCH
ENTITY PERSONS AND
SUCH PERSONS DESCRIBED IN
ENTITIES DESCRIBED
AND ENTITIES CLAUSES (A)
IN CLAUSES (A)
THROUGH (C)
THROUGH REFERRED TO HEREIN
BEING REFERRED
(C) BEING HEREIN AS "BENEFIT PLAN INVESTORS");
AS "BENEFIT INVESTORS");
AND (ii)
AND (ii) THAT
THAT IT IS NOT THE
IS NOT MANAGER OR
COLLATERAL MANAGER
THE COLLATERAL OTHER PERSON
ANY OTHER
OR ANY PERSON
(OTHER THAN A BENEFIT
(OTHER INVESTOR) WHO
BENEFIT PLAN INVESTOR) WHO HAS HAS DISCRETIONARY
DISCRETIONARY
AUTHORITY OR CONTROL WITH
AUTHORITY RESPECT TO THE ASSETS
WITH RESPECT ASSETS OF OF THE ISSUER OR
THE ISSUER OR A
A
PERSON WHO PROVIDES
PERSON INVESTMENT ADVICE
PROVIDES INVESTMENT ADVICE FOR A FEE FEE (DIRECT
(DIRECT OR OR
INDIRECT) WITH
INDIRECT) RESPECT TO THE ASSETS
WITH RESPECT ISSUER, OR ANY "AFFILIATE"
ASSETS OF THE ISSUER, "AFFILIATE"
(WITHIN THE MEANING
(WITHIN MEANING OF 29 C.F.R. SECTION 2510.3-101(f)(3» OF
SECTION 2510.3-101(f)(3)) ANY SUCH
OF ANY SUCH
.PERSON.
PERSON. NO PURCHASE
PURCHASE OR TRANSFER
TRANSFER OF INCOME
INCOME NOTES
NOTES WILL BE
WILL BE
PERMITTED
PERMITTED OR REGISTERED REGISTERED TO THE EXTENT THAT THE PURCHASE OR
THE PURCHASE OR
TRANSFER
TRANSFER WOULD WOULD RESULTRESULT IN INVESTORS OWNING
IN BENEFIT PLAN INVESTORS OWNING 25% 25% OR OR
MORE OF THE OUTSTANDINGOUTSTANDING INCOME INCOME NOTES (OTHER (OTHER THANTHAN THE INCOME
THE INCOME
NOTES
NOTES OWNEDOWNED BY THE MANAGER, THE
COLLATERAL MANAGER,
THE COLLATERAL TRUSTEE AND
THE TRUSTEE THEIR
AND THEIR
AFFILIATES) IMMEDIATELY
AFFILIATES) IMMEDIATELY AFTER SUCH PURCHASE
PURCHASE OR
OR TRANSFER
TRANSFER
(DETERMINED
(DETERMINED IN IN ACCORDANCE
ACCORDANCE WITH SECTION SECTION 3(42) ERISA, 29
OF ERISA,
3(42) OF C.F.R.
29 C.F.R.
SECTION 2510.3-101 AND THE FISCAL FISCAL AGENCY AGREEMENT).
AGREEMENT).

ANY
ANY TRANSFER, PLEDGE OR
TRANSFER, PLEDGE USE OF
OTHER USE
OR OTHER THIS INCOME
OF THIS NOTE FOR
INCOME NOTE VALUE OR
FOR VALUE OR
OTHERWISE
OTHERWISE BY BY OR PERSON IS
ANY PERSON
TO ANY
OR TO WRONGFUL SINCE
IS WRONGFUL REGISTERED
THE REGISTERED
SINCE THE
OWNER
OWNER HEREOF, CEDE &&CO.,
HEREOF, CEDE HAS AN
CO., HAS HEREIN, UNLESS
INTEREST HEREIN,
AN INTEREST INCOME
THIS INCOME
UNLESS THIS
NOTE
NOTE ISIS PRESENTED
PRESENTED BY
BY AN
AN AUTHORIZED
AUTHORIZED REPRESENTATIVE
REPRESENTATIVE OF
OF THE
THE
DEPOSITORY TRUST COMPANY
DEPOSITORY TRUST NEW YORK,
("DTC"), NEW
COMPANY rDTC"), YORK, TO
NEW YORK,
YORK, NEW THE
TO THE
ISSUERS OR THEIR AGENT FOR REGISTRATION
ISSUERS OR 'THEIR AGENT FOR REGISTRATION OF
OF TRANSFER,
TRANSFER, EXCHANGE
EXCHANGE OR
OR
PAYMENT
PAYMENT AND ANY INCOME
AND ANY ISSUED IS
NOTE ISSUED
INCOME NOTE REGISTERED IN
IS REGISTERED IN THE NAME OF
THE NAME OF
CEDE
CEDE && CO.
CO. OR
OR SUCH ENTITY AS
OTHER ENTITY
SUCH OTHER REQUESTED BY
IS REQUESTED
AS IS AUTHORIZED
AN AUTHORIZED
BY AN
REPRESENTATIVE
REPRESENTATIVE OF DTC (AND
OF DTC PAYMENT HEREON
ANY PAYMENT
(AND ANY MADE TO
IS MADE
HEREON IS CEDE &
TO CEDE &
CO.).
CO.).
TRANSFERS
TRANSFERS OF
OF THIS NOTE SHALL
INCOME NOTE
THIS INCOME LIMITED TO
BE LIMITED
SHALL BE TRANSFERS IN
TO TRANSFERS IN
. ~"WHOLE, Bur
-WHOLE, BUT NOT IN PART, TO
NOT 'IN PART, TO NOMINEES
NOMINEES OF
OF DTC
DTC OR
OR TO
TO A
A SUCCESSOR
SUCCESSOR; '... -.', .~r ," , ._- .•.,.. ="
THEREOF
THEREOF OR
OR SUCH
SUCH SUCCESSOR'S
SUCCESSOR'S NOMINEE
NOMINEE AND
AND TRANSFERS
TRANSFERS OF
OF PORTIONS
PORTIONS

18
18

Confidential
Confidential Treatment
Treatment Requested byGoldman
Requested by Goldman Sachs
Sachs GS MBS-E-021825388
GS MBS-E-02182S388
Footnote Exhibits - Page 5478

OF THIS
OF THIS INCOME NOTE SHALL
INCOME NOTE LIMITED TO
BE LIMITED
SHALL BE TRANSFERS MADE
TO TRANSFERS MADE ININ
ACCORDANCE WITH
ACCORDANCE WITH THE RESTRICTIONS SET
THE RESTRICTIONS IN THE
FORTH IN
SET FORTH FISCAL AGENCY
THE FISCAL AGENCY
AGREEMENT.
AGREEMENT.
PAYMENTS TO
PAYMENTS TO THE HOLDERS OF
THE HOLDERS INCOME NOTES
THE INCOME
OF THE SUBORDINATE TO
ARE SUBORDINATE
NOTES ARE TO
THE PAYMENT
THE ON EACH
PAYMENT ON PAYMENT DATE
EACH PAYMENT PRINCIPALOF
OF PRINCIPAL
DATE OF INTEREST ON
AND INTEREST
OF AND ON
THE NOTES
THE NOTES OF THE ISSUERS
OF THE PAYMENT OF
THE PAYMENT
AND THE
ISSUERS AND CERTAIN OTHER
OF CERTAIN OTHER
AMOUNTS, TO
AMOUNTS, THE EXTENT
TO THE EXTENTAND DESCRIBED IN
AS DESCRIBED
AND AS THE INDENTURE.
INTHE INDENTURE.

The Securities
The Securities that
that are
are being hereby In
offered hereby
being offered reliance on
In reliance on the exemption from
the exemption from registration
registration
under Regulation
under Regulation SS (the
(the "Regulation
"Regulation SS Notes";
Notes"; the "Regulation S
the "Regulation S Income Notes"; and
Income Notes"; and collectively,
collectively,
the "Regulation
the "Regulation SS Securities")
Securities") have
have not been and
not been will not
and will registered under
be registered
not be under the Securities Act
the Securities Act
and
and neither
neither of
of the
the Issuers
Issuers will
will be
be registered
registered under
under the
the Investment
Investment Company
Company Act.
Act. The
The Regulation
Regulation SS
Securities may
Securities may notnot be
be offered
offered or or sold within the
sold within States or
United States
the United or toto U.S. Persons (as
U.S. Persons defined in
(as defined in
Regulatio'n S)
Regulation S) unless
unless the
the purchaser certifies or
purchaser certifies deemed to
is deemed
or is to have certified that
have certified is aa qualified
that Itit is qualified
institutional buyer
Institutional buyer as as defined
defined in in Rule 144A (a
Rule 144A "Qualified Institutional
(a "Qualified Buyer") and
Institutional Buyer") and aa "qualified
"qualified
purchaser;' for the purposes of Section
purchaser" for the purposes of Section 3(c)(7) 3(c)(7) of
of the
the Investment
Investment Company
Company Act
Act (a "Qualified
(a "Qualified
Purchaser") or,
Purchaser") solely in
or, solely in the case of
the case of the Income Notes,
the Income that Itit Is
Notes, that an "accredited
is an investor" as
"accredited investor" as
defined In
defined In Rule
Rule 501(a)
501 (a) under
under the SecurItIes Act
the Securities (an "Accredited
Act (an Investor") who
"Accredited Investor") has aa net
who has worth of
net worth of
not less
not less than
than U.S.$10
U.S.$10 million
million and
and a Qualified Purchaser, and
Qualified Purchaser, and takes delivery in in the form of
the form (I) an
of (1) an
interest in
Interest in.a Rule 144A
a Rule 144A Global Note Note or definitive Class
or a definitive Note in
Class D Note in an amount at
an amount least equal
at least to the
equal to the
minimum denomination
minimum denomination applicable to the
to the Rule 144A
144A Notes
Notes or
or (II)
(II) an
an Income
Income Note
Note in
in a
a notional
notional
principal amount
principal amount of of not
not less than U.S.$100,OOO. See
than U.S.$100,000. "Description of
See "Description Securities" and
of the Securities" and
"Underwriting. "
"Underwriting."
The requirements
The requirements set forth "Notice to Investors"
forth under "Notice apply only
above apply
Investors" above offered in
Securities offered
only to Securities in
the United States, except
the United States, except for the requirements
requirements set forth in Paragraphs
Paragraphs (4), (5),
(5), (6), (9), (10),
(10), (11),
(11), (12),
(12),
(13) and (14)
(13) and (14) and
and except
except that the Regulation legends set forth in
bear the legends
Regulation S Securities will bear Paragraphs (7)
in Paragraphs
and (16)
and (16) under
under "Notice to Investors" above.

i
I OFFERING
THE
THE ISSUERS
CIRCULAR OTHER
RESPONSIBILITY FOR THE
ACCEPT RESPONSIBILITY
ISSUERS ACCEPT
THAN INFORMATION
THE INFORMATION
PROVIDED
PROVIDED IN
IN THE
CONTAINED IN
INFORMATION CONTAINED
SECTION
SECTION
IN THIS
ENTITLED
ENTITLED
THIS
'THE
"THE
OFFERING CIRCULAR INFORMATION
i' COLLATERAL
COLLATERAL MANAGER."
INFORMATION
MANAGER." THETHE COLLATERAL MANAGER ACCEPTS
COLLATERAL MANAGER RESPONSIBILITY FOR THE
ACCEPTS RESPONSIBILITY
COLLATERAL MANAGER" SECTION THE
PROVIDED IN
INFORMATION PROVIDED IN ''THE
'THE COLLATERAL SECTION (OTHER THAN THE·
INFORMATION
INFORMATION CONTAINED
CONTAINED UNDER
UNDER THE SUBHEADING
SUBHEADING "GENERAL").
"GENERAL"). TO THE BEST
BEST OF
OF THE
THE
KNOWLEDGE
KNOWLEDGE AND THE BELIEF ISSUERS, THE INFORMATION
BELIEF OF THE ISSUERS, CONTAINED IN
INFORMATION CONTAINED IN THIS
OFFERING CIRCULAR IS
OFFERING CIRCULAR IS IN
IN ACCORDANCE
ACCORDANCE WITH THE FACTS DOES NOT OMIT ANYTHING
FACTS AND DOES
LIKELY TO
LIKELY TO AFFECT
AFFECT THE IMPORT OF SUCH INFORMATION.
SUCH INFORMATION.

EACH
EACH PURCHASER
PURCHASER OF OF THE SECURITIES
SECURITIES MUST COMPLY WITH ALL
MUST COMPLY ALL APPLICABLE LAWS
APPLICABLE LAWS
AND
AND REGULATIONS
REGULATIONS IN IN FORCE
FORCE ININ EACH JURISDICTION IN
EACH JURISDICTION IN WHICH IT PURCHASES, OFFERS OR
IT PURCHASES, OR
SELLS SUCH SECURITIES OR POSSESSES
SELLS SUCH SECURITIES OR POSSESSES OR
OR DISTRIBUTES
DISTRIBUTES THIS OFFERING
OFFERING CIRCULAR
CIRCULAR AND
AND
MUST
MUST OBTAIN
OBTAIN ANY CONSENT,
CONSENT, APPROVAL OR OR PERMISSION REQUIRED FOR
PERMISSION REQUIRED FOR THE PURCHASE,
THE PURCHASE,
. OFFER
OFFER OR OR SALE
SALE BY IT OF
BY IT OF SUCH
SUCH SECURITIES UNDER THE
SECURITIES UNDER LAWS AND
THE LAWS REGULATIONS IN
AND REGULATIONS FORCE
IN FORCE
IN ANY JURISDICTIONS
IN ANY JURISDICTIONS TO
TO WHICH
WHICH IT
IT IS
IS SUBJECT
SUBJECT OR
OR IN
IN WHICH
WHICH IT
IT MAKES
MAKES SUCH
SUCH PURCHASES,
PURCHASES,
OFFERS
OFFERS OROR SALES,
SALES, AND
AND NONE
NONE OF
OF THE ISSUERS, THE
THE ISSUERS, PURCHASER, THE
INITIAL PURCHASER,
THE INITIAL COLLATERAL
THE COLLATERAL
MANAGER, THE CASHFLOW SWAP COUNTERPARTY
MANAGER, THE CASHFLOW SWAP COUNTERPARTY (OR
(OR ITS
ITS GUARANTOR)
GUARANTOR) OR
OR THEIR
THEIR AGENTS
AGENTS
SPECIFIED
SPECIFIED HEREIN
HEREIN SHALL
SHALL HAVE ANY RESPONSIBILITY
HAVE ANY THEREFOR.
RESPONSIBILITY THEREFOR.

•• ..;..'"'!"'"•.- .: .•
:":-'--;"~. = -.- --:. ".

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Confidential Treatment byGoldman
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Goldman Sachs MBS-E-021825389
GS MBS-E-021825389
GS
Footnote Exhibits - Page 5479

AVAILABLE INFORMATION
AVAILABLE INFORMAnON

To permit
To compliance with
permit compliance 144A in
Rule 144A
with Rule in connection with, the
connection with resale of
the resale the Securities,
ofthe the Issuers
Securities, the Issuers
will be
will be required under the
required under Indenture and
the Indenture the Fiscal
and the Agreement, to
Agency Agreement,
Fiscal Agency to furnish request to
upon request
furnish upon to aa
holder or beneficial owner of a Security and to a prospective investor who is a Qualified
holder or beneficial owner of a Security and to a prospective investor who is a Qualified Institutional
Institutional Buyer
Buyer
designated by
designated by such holder or
such holder owner, the
beneficial owner,
or beneficial the information required to
information required be delivered
to be under Rule
delivered under Rule
144A(d)(4) if,
144A(d)(4) if, at
at the time of
the time ofthe request neither
the request Issuer nor
the Issuer
neither the Co-Issuer, as
the Co-Issuer,
nor the applicable, is
as applicable, is aa reporting
reporting
company under
company Section 13
under Section 15(d) of
Section 15(d)
or Section
13 or of the United States
the United Exchange Act
Securities Exchange
States Securities Act of 1934, as
of 1934, as
amended (the "Exchange
amended (the Act'1, nor
"Exchange Act'), exempt from
nor exempt pursuant to
reporting pursuant
from reporting to Rule 12g3-2(b) under
Rule 12g3-2(b) under the
the
Exchange Act.
Exchange Act.

To the
To extent.the Trustee
the extent.the delivers any
Trustee delivers annual or
any annual periodic report
other periodic
or other to the
report to Holders of
the Holders the Notes,
ofthe Notes,
Trustee will
the Trustee
the include in
will include such report
in such reminder that
report aa reminder that (1) each holder
(1) each (other than
holder (other those holders
than those who are
holders who are
not U.S.
not Persons and
U.S. Persons have purchased
and have their Notes
purchased their outside the
Notes outside the United pursuant to
States pursuant
United States Regulation S)
to Regulation S) is
is
required to
required to bebe (i) Qualified Institutional
a Qualified
(i) a Buyer and
Institutional Buyer (iQ a
and (ii) a Qualified Purchaser, in
Qualified Purchaser, case that
each case
in each can make
that can make
all of
all of the Indenture applicable to a
representations in the Indenture
the representations holder that is
a holder a U.S.
is a Person; (2)
U.S. Person; (2) the Notes can
the Notes can
only be
only transferred (i)
be transferred (i) to a transferee that
a transferee that is (a) a
is (a) a Qualified Buyer and
Institutional Buyer
Qualified Institutional (b) a
and (b) a Qualified
Qualified
Purchaser that
Purchaser make all
can make
that can of the
all of representations in
the representations applicable to
Indenture applicable
the Indenture
in the to a
a holder who is
holder who is aa U.S.
U.S.
Person or (ii)
Person (ii) to a non-U.S. Person in an offshore transaction complying
in an Rule 903
with Rule
complying with 904 under
or 904
903 or under
Regulation S; and (3)
Regulation (3) the Issuers have right to
have the right to compel holder who
compel any holder does not
who does the transfer
meet the
not meet transfer
restrictions
restrictions set forth
forth in
in the Indenture to transfer its
its interest in the
the Notes
Notes to a person
person designated
designated by
by the
the
Issuers or sell such interests on
Issuers on behalf the holder.
behalf of the

the extent the Fiscal Agent delivers any


To the any annual or periodic reportsreports to Holders of
the Holders
to the of the
the
Income Notes, the Fiscal
Income Fiscal Agent will include in in such report a reminder
reminder that each holder
(1) each
that (1) (other than
holder (other than
those holders who are
those U.S. Persons and have purchased their
are not U.S. their Income outside the
Notes outside
Income Notes the United
United
States pursuant to Regulation S) is (a) a Qualified Institutional Buyer
is required to be (a) Buyer or an Accredited
or an Accredited
Investor who has a
Investor who a net worth of not less than U.S.$10 million and (b)
U.S.$10 million Purchaser that
Qualified Purchaser
(b)a Qualified can make
that can make
representations in
all of the representations Income Notes Purchase and Transfer
in the Income Transfer Letter applicable to
Letter applicable to aa holder who is
holder who is
a U.S. Person;
a U.S. Person; (2) transferred to
Income Notes can only be transferred
(2) the Income to a that is
transferee that
a transferee (i)(a) a
is (i)(a) Qualified
a Qualified
Institutional Buyer or an Accredited Investor who has a net worth
Institutional Buyer worth not less million and
U.S.$10 million
than U.S.$10
less than (b)aa
and (b)
Purchaser or (ii)
Qualified Purchaser a non-U.S. Person in
(ii) a in an offshore transaction complying Rule 903
with Rule
complying with 903 or Rule
or Rule
904 under Regulation
904 under Regulation S; and (3)
(3) the Issuer has the right to compel any
any holder
holder who
who does
does not
not meet
meet the
the
restrictions set forth in
transfer restrictions in the Fiscal Agency Agreement to transfer its
to transfer Notes to
Income Notes
its Income person
to aa person
designated by the Issuer or sell such Income Notes on behalf
designated behalf of holder.
the holder.
of the

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Goldman Sachs MBS-E-021825390
GS MBS-E-021825390
GS
Footnote Exhibits - Page 5480

TABLE
TABLE OF CONTENTS
CONTENTS
SUMMA RY .....................................................................................................................................
SUMMARy .......................................................................................... 24
RISK FACTORS
FACTORS ............................................................................................................................
................................................. 37
37
Securities....................................................
Securities ................................................................................................................................... 3737
Assets...........
Collateral Assets ............................................... 43
......................................................................................................................... 43
Other Considerations ................................................................................................................. 55
Considerations............................................. 55
DESCRIPTION OF THE SECURITIES
DESCRIPTION ................................... 60
SECUR'ITIES .........................................................................................
Status and Security ..............................................
................................................................................................................... 6161
..........................................
Interest and Distributions ........................................................................................................... 62
62
Determination
Determination of LIBOR ....................................
UBOR ............................................................................................................ ....... 63
Payments on Income
Income Notes ......................................................................................................
....................... 64
Principal .....................................................................................................................................
Principal ..................................................... 64 64
Income Notes ................................................
Stated Maturity of the Income ................................... 65
:........................................ 65
Auction..........................................................
Auction ....................................................................................................................................... 66 66
Tax Redemption ....................................................................................................
........................................ ........ 66
:................... 66
................................... 67
Redemption by Liquidation .........................................................................................
Optional Redemption 67
Optional Redemption by Refinancing ......................
RefinanCing .................................................................. ;..................... 67
.............. 67
Mandatory
Mandatory Redemption ........................................... 69
Redemption ............................................................................................................. 69
.................................................. 69
Cancellation ............................................................................................................................... 69
Payme
Paymentsnts....................................................
...................................;............................................................................................... 69 69
Priority of Payments ...................................................................................................................
........................................ ..... 70 70
................................................. 75
Income Notes ............................................................................................................................ 75
The Indenture and the Fiscal Agency Agreement ........................... 75
Agreement... .................................................................. 75
Agreement............................
Fiscal Agency Agreement. .......................................................................................................... 81
.' ..................... 81
Goveming Law of the Indenture, the Notes, the Fiscal Agency Agreement,
the Cashflow Swap Agreement, the Synthetic Securities, the Deed of Covenant,
the Income Notes, the Collateral Management Agreement and the Collateral Administration Administration
Agreement............... ..................................... 82
Agreement ................................................................................................................................. 82
............................................
Form of the Securities ........................................... :...................................................................
Fonn 82
82
USE OF PROCEEDS
USE OF PRO CEEDS .... ....................................................................................................
.................................................................................................................... 88
RATINGS OF
RATINGS OF THE NOTES NOTES ...........................................................................................................
....................... ............. 88 88
................................................ 88
Moody's Ratings ........................................................................................................................ 88
S&P Ratings ....................................: .........................................................................................
.................................................. 89 89
SECURITY FOR
SECURITY FOR THE THE NOTES
NOTES .....................................
...................................................................................................... 90 90
The Collateral Assets ....................................................................................
:..........................................: .................................. 90 90
The Coverage Tests....... ......................................
Tests .................................................................................................................. 93
93
Disposition of COO CDO Securities and Removal of Reference Obligations .................................... ....... ........ 94 94
Accounts ....................................................
.................................................................................................................................... 95 95

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Synthetic
Synthetic Securities ....................................................................................................:............. :96
Securities..................................................96
The Synthetic
The Synthetic Security
Security Counterparty
Counterparty......................
.......................................................................................
................ 102 102
The Default
The Default Swap
Swap Collateral
Collateral............................................103
.................................................................................................... 103
Reports..........................................................105
Reports .................................................................................................................................... 105
Cashflow Swap
Cashflow Swap Agreement
Agreement ........................
............................................
:.................................................:.......................... 106
WEIGHTED AVERAGE
WEIGHTED AVERAGE LIFE
LIFE AND
AND YIELD
YIELD CONSiDERATIONS
CONSIDERATIONS......................108
................................................. 108
THE COLLATERAL
THE COLLATERAL MANAGER
MANAGER........................................... 112
.................................................................................................. 112
. .
General ........................................................................................
General .......................................................... 112
:........................................... 112
Greywolf Capital
Greywolf Capital Management
Management LP
LP........................................ 113
........................................................................................... 113
Key Personnel
Key Personnel.................................... .............. 113
.............................................................................:........................................... 113
Collateral Management
Collateral Management Team
Team.......................................... 113
................................................................................................. 113
Conflicts of
. Conflicts of Interest.
Interest ....... ..................................................
~ .....................................:................................................................... 115
115
THE COLLATERAL
THE COLLATERAL MANAGEMENT
MANAGEMENT AGREEMENT
AGREEMENT............................. 117
.................................................................. 117
General...................................................................
General 117
.................................................................................................................................... 117
Compensation ...............................................................
Compensation 119
......................................................................................................................... 119
THE ISSUERS
THE ISSUERS ........... ;.................................................................................................................
....................................................... 120
.......... ..................................................................
General ..................................................................................................................................... 120
120
Capitalization of
Capitalization of the Issuer............................................121
the Issuer ...................................................................................................... 121
Capitalization of the Co-Issuer
Capitalization .....................................................................
Co-Issuer ................................................................................................ 121
Flow Funds......................................................................................
Flow of Funds ..........................................................................................................................121
121
Business....................................................................122
Business .................................................................................................................................... 122
Directors..............................................................................................
Directors .................................................................................................................................. 122
122
INCOME TAX CONSIDERATIONS.................................... ............................... 123
INCOME TAX CONSIDERATIONS .............................................................;;............................... 123
UnitedStates
United 'States Tax Considerations........................................123
Tax Considerations ........................................................................................... 123
Tax Treatment
Tax Treatment of
of Issuer...................................................... ............ 123
Issuer ................................. ~ ........................................................................ 123
Tax Treatment
Tax Treatment of U.S. Holders
of U.S. Holders of
of Notes....................................124
Notes ............ :................ :................................................... 124
Tax
Tax Treatment of U.S.
Treatment of U.S. Holders
Holders of Income
Income Notes
Notes .................................................
....................................................................125
125
Tax
Tax Treatment
Treatment of
of Non-U.S. Holders................................................................
Non-U.S. Holders.:......................................................................................127
127
Information
Information Reporting
Reporting Requirements ...................................... 127
Requirements ...................................................................................... 127
Circular
Circular 230
230 ..........................................................................................
........................................................................................ :... ~ ................................ 128
128
Cayman
Cayman Islands
Islands Tax
Tax Considerations......................................128
Considerations ....................................................................................... 128
ERISA
ERISA CONSIDERATIONS............................................................................
CONSIDERATIONS ......................................................................................................... 129
129
Class
Class S
S Notes,
Notes, Class
Class A
A Notes,
Notes, Class
Class B
B Notes
Notes and
and Class
Class C
C Notes .................. 131
Notes ......................................... 131
Class
Class D
D Notes
Notes and
and Income
Income Notes
Notes ................ ..................... ........ 131
........................................................................................... 131
CERTAIN
CERTAIN LEGAL
LEGAL INVESTMENT
INVESTMENT CONSIDERATIONS............................132
CONSIDERATIONS ............................................................... 132
LISTING
LlSTfNG AND
AND GENERAL
GENERAL INFORMATION....................................133
INFORMATION .................................................................................. 133
LEGAL
LEGAL MATTERS....................................................
MATTERS ....................................................................................................................... 134
134

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GS MBS-E-021825392
MBS-E-02182S392
Footnote Exhibits - Page 5482

UNDERWRITING
UNDERW ... ~ ..................................................................................................................... 134
RITING ..................................................................... 134
INDEX OF
INDEX DEFINED TERMS
OF DEFINED ........................................ 138
TERMS ............•........................................................................................ 138
APPENDIX A
APPENDIX A Certain Definitions.........................
Certain .......... A-1
Definitions............................................................................,.......... A-1
APPENDIX
APPENDIXB B Collateral
Collateral Asset
Asset Descriptions
Descriptions and
and Transaction Summaries.......................B-1
Summaries ........................... B-1
ANNEX A-1
ANNEXA-1 Form
Form of Income Notes Purchase
of Income Purchase
And Transfer Letter.................................A-1-1
And Transfer Letter .......................................... :..........................................A-1-1
ANNEX A-2
ANNEXA-2 Form of
Form of Class b Notes Purchase
Class D Purchase
Transfer Letter.......................................A-2-1
And Transfer Letter .....................................................................................A-2-1
ANNEX
ANNEXB B Part IIIIof
Part ot'Greywolf Management LP's
Capital Management
Greywolf Capital Form ADV......................B-1-1
LP's Form ADV ........................... B-1-1

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GS
Footnote Exhibits - Page 5483

SUMMARY
SUMMARY

The
The following summary is
following summary in its entirety by th~
is qualified in de~ailed i~form~tion
the detailed appearing elsewhere
information appea"ring els~where
in this
in this Offering definitions of certain terms used in
For definitions
Circular. For
Offering Circular. this Offenng
m thIS Circular see
Offering Ctrcular A --
'AppendIx A
see "Appendix
Certain Definitions" and
Certain Definitions" and for for the
the location of
of the definitions of those and other
other terms,
terms, see
see "Index
"Index of
of Defined
Defined
Terms." For a
Terms." For a discussion
discussion Qf certain factors to be considered in
of certain an investment
with an
in connection with investment in the
in the
Securities, "Risk Factors."
Securities, see "Risk Factors. "

The Issuers
The Issuers ............................................
............................................ Timberwolf I,1, Ltd.
Timbewolf Ltd. (the "Issuer") isis an exempted company
incorporated with limited liability under the laws of the
Cayman Islands for the sole purpose of acquiring the
Cayman
Collateral Assets, Default Swap Collateral and the Eligible
Investments, entering into, and performing its obligations
under, the Collateral Management
Management Agreement and Cashflow
Swap Agreement, co-issuing the Notes and the Income Income
Notes and engaging in incertain related transactions.
The Issuer will
wi/f not have any material assets other than the
portfolio consisting of COO CDO Securities and Synthetic
Synthetic
(the Reference Obligations of which are CDO
Securities (the· COO
Securities) as described herein (collectively,
(collectively, together with
Deliverable Obligations and any Default Swap Collateral that
has been released from the lien of the Synthetic Security
Counterparty and credited to the Collateral Account as as
described herein, "Collateral Assets"), the DefaultDefault Swap
Collateral Account, Eligible Investments and the cashflow
swap agreement {the (the "Cashflow
"Cashflow Swap Agreement"), the
Management Agreement and certain other assets.
Collateral Management
The Collateral Assets, the Eligible Investments and certain
wi/f be pledged by the Issuer to the
other assets of the Issuer will
Indenture, for the benefit of the Secured
Trustee under the Indenture,
Issuers'
for, among other obligations, the Issuers'
Parties, as security for,
obligations under the Notes. The Default Swap Collateral
will be pledged by the Issuer to the Trustee under
Account wi/f
the Indenture for the benefit of the Synthetic Security
Issuers obligations under the
Counterparty as security for the Issuer's
Counterparty
Synthetic Securities.
Timberwolf I (Delaware) "Co-Issuer" and, together
(Delaware) Corp. (the "Co-Issuer"
with the Issuer,
Issuer, the "Issuers") is
is a corporation formed under
the laws of the State of Delaware for the sole purpose of co-
issuing the Notes (other than the Class 0D Notes).
The Co-Issuer will not have any assets (other than U.S.$10
U.S.$10
of equity capital) and will not pledge any assets to secure the
Notes. The Co-Issuer
Co-Issuer will have no claim against the Issuer in
in
respect of the Collateral Assets or otherwise.
The authorized share capital of the Issuer is
is U.S.$50,000
which consists of 50,000 ordinary shares, par value
("Issuer Ordinary Shares"), 250 of
U.S.$1.00 per share, C'lssuer
U.S.$1.00
which have been issued. The Issuer Ordinary Shares will be
be
held by Maples Finance Limited, a licensed trust company
incorporated in in the Cayman Islands (the "Issuer "Issuer
Administrator") as the trustee pursuant to the terms of aa
charitable trust (the "Share
"Share Trustee") and all of the
outstanding common equity of the Co-Issuer will be held by
by
the Issuer.

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TheCollateral
The Collateral Manager.........................
Manager......................... Greywolf ManagementLP,
Capital Management
GreywolfCapital limited liability
Delaware·limited
LP, aaDelaware liability
company ("GreywoIf1 or
company ("Greywolf) or anyany successor thereto (the
successor thereto (the
"Collateral Manager"), will
"Collateral Manager"), certain monitoring
perform certain
will perform monitoring
with respect
functions with
functions to the
respect to pursuant to
Assets pursuant
Collateral Assets
the Collateral to aa
collateral management
collateral agreement to
management agreement dated as
be dated
to be as ofof the
the
Closing Date (the
Closing Date Management Agreement")
"Collateral Management
(the "Collateral Agreement")
between the
between Issuer and
the Issuer Greywolf, as
and Greywolf, Collateral Manager.
as Collateral Manager.
Greywolf is
Greywolf registered investment
is aa registered adviser under
investment adviser the United
under the United
States Investment
States Advisers Act
Investment Advisers 1940, as
of 1940,
Act of amended. See
as amended. See
"The Collateral Manager."
''The Collateral Manager."

Securities Offered
Securities .............
Offered ................................. On the
On the Closing Date, the
Closing Date, Issuer and
the Issuer the Co-Issuer
and the will issue
Co-Issuer will issLie
U.S.$9,000,000 principal
U.S.$9,000,000 amount of
principal amount Class S-1
of Class Floating Rate
S-1 Floating Rate
Notes Due
Notes September 2011
Due September 2011 (the "Class S-1
(the "Class S-1 Notes"),
Notes"),
U.S.$8,300,000 principal
U.S.$8,300,000 amount of
principal amount Class S-2
of Class Floating Rate
S-2 Floating Rate
Notes Due
Notes September 2011
Due September 2011 (the "Class S-2
(the "Class Notes" and,
S-2 Notes" and,
together with
together Class S-1
the Class
with the Notes, the
S-1 Notes, "Class S
the "Class S Notes"),
Notes"),
U.S.$ 100,000,000
U.S.$ amount of
principal amount
100,000,000 principal of Class A-1a Floating
Class A-la Floating
Notes Due
Rate Notes
Rate Due 2039 "Class A-la
(the "Class
2039 (the Notes"), U.S.$
A·1a Notes"), U.S.$
200,000,000 principal amount of Class
prinCipal amount Floating Rate
A-1b Floating
Class A-1b Rate
Notes Due
Notes 2039 (the "Class
Due 2039 A-1b Notes"),
"Class A-1b U.S.$ 100,000,000
Notes'1, U.S.$ 100,000,000
amount of
principal amount
principal of Class A-1c Floating Rate
Class A-1c Notes Due
Rate Notes Due
2044 (the "Class A-1c
2044 A-1c Notes"), U.S.$ U.S.$ 100,000,000 principalprincipal
amount of
amount A-1d Floating Rate Notes Due
of Class A-Id 2044 (the
Due 2044 (the
"Class A·1d Notes" and, together with the
"Class A-1d A-1a Notes,
Class A-la
the Class Notes,
Class A-1bA-1b Notes and and Class A-1c A-1c Notes, the "Class A-1
the "Class A-1
Notes"), U.S.$ 305,000,000 principal
Notesj, U.S.$ principal amount of Class A-2
of Class A-2
Floating Rate Notes Due 2047 (the "Class A-2
(the "Class A-2 Notes"
Notes" and,· and,
together with the Class A-1 Notes, the "Class A
the "Class A Notes"),
Notes"),
U.S.$ 107,000,000 principal amount
U.S.$ amount of Class Class B Floating Rate Rate
Notes Due 2047 (the "Class B Notes") and U.S.$ 36,000,000
and U.S.$ 36,000,000
amount of Class C Deferrable
principal amount Floating Rate
Deferrable Floating Notes
Rate Notes
Due 2047 (the "Class C Notes"), and the
C Notes'1, Issuer will
the Issuer issue
will issue
U.S.$ 30,000,000 principal amount of
U.S.$ of Class
Class D Deferrable
D Deferrable
Floating Rate Notes Due 2047 (the "Class 0D Notes" Notes" and, and,
together with the Class S S Notes, Class Class A A Notes, Class B
Notes, Class B
Notes and Class C C Notes, the "Notes'') pursuant to
"Notes') pursuant to an an
(the "Indenture") dated on or about March
Indenture (the March 27, 2007
27, 2007
among the Issuers and The Bank Bank of York, as
New York,
of New trustee
as trustee
and as securities intermediary (the ''Trustee'' "Trustee" and and the the
respectively). Under
Intermediary," respectively).
"Securities Intermediary," Indenture,
the Indenture,
Under the
Bank of New York will also act
The Bank
The act as paying agent
principal paying
as principal agent
Notes (the
for the Notes
for "Principal Note
(the "Principal Agent"), as
Note Paying Agenf'), registrar
as registrar
Registrar"), as
"Note Registrar'1,
(the "Note calculation agent
as calculation agent (the "Note
(the "Note
transfer agent
Agent"), as transfer
Calculation Agent'1, agent (the Transfer
"Note Transfer
(the "Note
and as
Agent") and
Agent") agent for
paying agent
as paying (the "Note
Notes (the
for the Notes Paying
"Note Paying
together with
Agent" and, together
Agenf' Principal Note
the Principal
with the Note Paying Agent,
Paying Agent,
Registrar, the
Note Registrar,
the Note Calculation Agent,
Note Calculation
the Note Agent, thethe NoteNote
Agent and
Transfer Agent
Transfer Listing and
the Listing
and the Agent, the
Paying Agent,
and Paying "Note
the "Note
Agents").
Agents").

the Closing
On the
On Date, the
Closing Date, the Issuer also issue
will also
Issuer will U.S.$
issue U.S.$
notional principal
22,000,000 notional
22,000,000 amount of
principal amount Income Notes
of Income Due
Notes Due
(the "Income
2047 (the
2047 and, together
Notes" and,
"Income Notes;' the Notes,
with the
together with the
Notes, the
pursuant to
"Securities"), ·pursuant
"Securities")·, to aa deed
deed of "Deed of
(the "Deed
covenant (the
of covenant of
dated on
Covenant"), dated
Covenanf'), about the
or about
on or Date, executed
Closing Date,
the Closing by
executed by

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the Issuer
the Issuer and terms and conditions of
subject to the terms
and subject of the.
the.
Income Notes
Income Notes (the Conditions; appended
"Terms and Conditions")
(the "Terms appended
and a fiscal
thereto and fiscal agency agreement (the
agency agreement "Fiscal Agency
(the "Fiscal Agency
Agreemenf') dated
Agreement") about the
on or about
dated on Closing Date
the Closing between the
Date between the
Issuer
Issuer and Bank of
The Bank
and The New York, London
of New Branch, as
London Branch, as fiscal
fiscal
transfer agent for
agent and transfer
agent for the Income Notes (in
the Income (in such
such
Agent" and, together with the
"Fiscal Agent"
capacities, the "Fiscal the Note
Note
Agents and the Collateral "Agents"). Only
Collateral Administrator, the "Agents"). Only
Notes and the Income
the Notes Notes (collectively, the
Income Notes the
"Securities")
"Securities") are
are offered hereby.
hereby.

Note Paying Agent


The Note Paying Agent, the Principal Note
The Agent and
and
agents appointed
any other Note paying agents time to
appointed from time to time
time
referred to as
Indenture are collectively referred
under the Indenture as the
the "Note
"Note
Agents." The Note Paying Agents
Paying Agents." Agents and the FiscalFiscal
referred to as
Agent are collectively referred
Agent "Paying Agents."
as the "Paying Agents."
Transfer Agent
The Note Transfer
The Agent are collectively
the Fiscal Agent
Agent and the
Indenture, the
Agents." The Indenture,
referred to as the "Transfer Agents."
Agreement, the Cashfiow
Management Agreement,
Collateral Management Cashflow SWapSwap
Agreement, the Collateral
Agreement, Administration Agreement, the
Collateral Administration the
Covenant and
Administration Agreement, the Deed of Covenant and the
the
Agency Agreement
Fiscal Agency referred to as the
Agreement are collectively referred the
"Transaction Documents."
''Transaction Documents."

Closing Date ...................


Date. .......................................... Issuers will
the Issuers
The Issuer will issue the Income Notes and the
issue the other Notes on or about 27, 2007 (the
about March 27,
"Closing
"Closing Date").

...........
Status of the Securities .••••.••••••••.•••.•••.•
Status The Notes (other than the Class D
The 0 Notes) will be limited
recourse obligations of the Issuers and the Class Class 0D Notes
Notes
and the Income Notes will be limited recourse obligations of of
the Issuer. The Income Notes will not be obligations
be secured obligations
of the Issuer and will only be entitled to receive amounts amounts
Payment Date
available for distribution on any Payment after payment
Date after payment
of all amounts payable prior thereto under the Priority of
Payments. The Class S-1 Notes Notes will be senior in
will be right of
in right of
payment on each PaymentPayment Date to the Class S-2 Notes, Notes, thethe
Class A-1 Notes, the Class A-2 Notes, the Class B B Notes, the
Class C C Notes, the Class 0D Notes and the Income Notes; the
Notes and the
Class S-2 Notes will be senior in in right
right of payment on
of payment each
on each
Payment Date to the Class A-2 A-2 Notes (provided, that
Notes (provided, that
payments of interest on the Class S-2 Notes
Class S-2 Notes and Class AA
the Class
and the
Notes will be be paid pro rata), thethe Class
Class B B Notes,
Notes, the Class C
the Class C
Notes, the Class 0D Notes and Income Notes;
the Income
and the Notes; the Class
the Class
senior in
A-1 Notes will be senior inright of payment on each Payment Payment
Date to the Class A-2 Notes
Date (provided, that
Notes (provided, that payments
payments of of
interest on
interest on the Class AA Notes will be paid pro pro rata), the Class
rata), the Class
B Notes, the Class C
B C Notes, the Class Notes and the
Class 0D Notes
the Class
Notes; the
Income Notes; A-2 Notes
Class A-2 Notes will be senior
will be in right
senior in of
right of
payment on
payment Payment Date to the Class
on each Payment Notes, the
Class BB Notes, the
Class C
Class CNotes, Class 0DNotes
Notes, the Class and the
Notes and the Income Notes; the
Income Notes; the
Class B will be·
Notes will
B Notes senior inin right of
be senior payment on
of payment on each
each
Payment Date Class C
Date to the Class C Notes,
Notes, the Class 0D Notes
the Class Notes and
and
the Income
the the Class
Notes; the
Income Notes; Class C C Notes
Notes will be senior
will be senior ininright of
right of
payment on each Payment
payment Payment DateDate to the Class 0D Notes
the Class Notes and and
Income Notes and
the Income
the and the Class 0D Notes Notes will be senior
will be senior inin
right of
right of payment on on each
each Payment Date to
Payment Date to the Income Notes,
the Income Notes,

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Footnote Exhibits - Page 5486

each to to the
the extent
extent provided the Priority
provided in the Priority of
of Payments.
Payments.
Payments of
Payments principal on the Class
of principal A-1 Notes
Class A-1 be paid in
Notes will be
accordance withwith the Class A-1
the Class Note Payment
A-1 Note Sequence. See
Payment Sequence. See
"Description of
"Description Securities-Status and
of the Securities-Status Security" and
and Security" and "-
Priority of
Priority of Payments."
Payments .."

Use
Use of
of Proceeds ..............
Proceeds .................................... The net proceeds associated with the offering
net proceeds offering of thethe
Securities issued
Securities on the Closing
issued on Closing Date expected to
Date are expected to equal
equal .
U.S.$1,005,119,OOO. The net
approximately U.S.$1,005,119,000.
approximately proceeds will be
net proceeds be .
used by the Issuer
used purchase on the
Issuer to purchase the Closing Date or
Closing Date or within
90 days thereafter
90 days agreements to
pursuant to agreements
thereafter pursuant to purchase
purchase
the Closing Date, the
prior to the
entered into on or prior
. entered portfolio of
the portfolio
Collateral Assets described herein having an aggregate
Collateral aggregate
Balance of
Principal Balance U.S.$1,OOO,OOO,OOO and
of approximately U.S.$1,000,000,000 and
to purchase the Default Swap
. to Swap Collateral. See "Security
"Security for
for
the Notes-Disposition of of Collateral Assets" and "Use of
Collateral Assets"
Proceeds."
Proceeds."

The Collateral Assets............................


Assets............................ in the case of the
The Collateral Assets (or, in the Synthetic
Securities, the Reference Obligations related thereto) are
are
be comprised of 55 issues of CDO
initially expected to be CDO
Securities.
93.00% of the Collateral
Approximately 93.00% (by Principal
Collateral Assets (by Principal
Balance) on the Closing DateDate are expected to be be Synthetic
Synthetic
Securities. All of the Reference Obligations referenced
referenced inin the
the
Synthetic Securities are expected to be CDOCOO Securities. See
Securities. See
Notes-The Collateral Assets."
"Security for the Notes-The Certain
Assets." Certain
summary information about the Collateral Assets is is set forth
set forth
inAppendix B
in B to this Offering Circular.
Synthetic Security Counterparty.........
Counterparty ......... The initial Synthetic Security Counterparty under the the
Synthetic Securities is is Goldman Sachs International. The The
Securities
guarantor with respect to the initial Synthetic Securities
swap guarantor
is The Goldman Sachs Group, Inc., aa Delaware
is Delaware corporation,
is an affiliate of the Synthetic Security Counterparty.
which is

Securities..............................
Synthetic Securities.............................. Each of the Synthetic Securities to be entered into
be entered into by the
by the
Issuer and the Synthetic Security Counterparty on or before
the Closing Date will be structured as "pay-as-you-go" credit credit
default swaps related to single Reference Obligations.
Reference Obligations.
Pursuant to each Synthetic Security, the Issuer will receive receive
the Fixed
the Fixed Amount in in exchange for providing credit
for providing protection
credit protection
Counterparty in
to the Synthetic Security Counterparty in connection with
certain Credit Events and Floating Amount Events that may
Events that may
occur with respect to the related Reference Obligations. To To
payments which may become due by
support any payments by the Issuer
the Issuer
Counterparty under
to the Synthetic Security Counterparty Synthetic
under the Synthetic
Securities, the Issuer will will be required to purchase Default Default
Swap Collateral with aa face value
Swap value equal to to the initial
the initial
Reference Obligation Notional Amount of the
Aggregate Reference
Securities and pledge
Synthetic Securities
Synthetic Synthetic Security
pledge to the Synthetic Security
Counterparty aa first
Counterparty interest in
security interest
first priority security Default
in such Default
that all
Collateral. ItIt isis expected that
Swap Collateral. all of
of the Reference
the Reference
referenced under
Obligations referenced
Obligations under the will be
Securities will
the Synthetic Securities be
CDO Securities. For
CDO For aa detailed description of
detailed description of the
the Synthetic
Synthetic
Securities, see "Security
Securities, see for the
"Security for the Notes-8ynthetic Securities".
Notes-Synthetic Securities".

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Footnote Exhibits - Page 5487

Paymentsand
InterestPayments
Interest andCertain
Certain
Distributions...........................---.
Distributions .........................................
**.******* . The Notes will
The Notes accrue interest
will accrue from the
interest from Closing Date
the Closing Date and
and
such interestwill
such interest payable on
be payable
will be day of
3rd day
the 3rd
onthe March, June,
of March, June,
Septemberand
September Decemberof
andDecember ofeach orififany
year, or
eachyear, date is
such date
anysuch is
not aa Business
not Day, the
Business Day, immediately following
the immediately BusinessDay
following Business Day
(each such
(each such date, "Payment Date")
date, aa "Payment commencing on
Date") commencing on
September4,
September 4,2007. Payments on
2007. Payments Income Notes
the Income
on the will be
Notes will be
payable in
payable arrears on
in arrears Payment Date,
each Payment
on each commencing on
Date, commencing on
September 4,
September 2007. All
4, 2007. payments on
All payments the Securities
on the will be
Securities will be
made from
made Proceeds in
from Proceeds accordance with
in accordance with the Priority of
the Priority of
Payments.
Payments.

The Class
The Notes will
S-1 Notes
Class S-1 interest during
bear interest
will bear each Interest
during each Interest
Accrual at aa per
Period at
Accrual Period (the "Class
rate (the
annum rate
per annum S-1 Note
"Clas~S-1 Note
Interest Rate')
Interest equal to
Rate') equal UBOR for
to LIBOR for such Interest Accrual
such Interest Accrual
Period plus 0.20%.
Period plus 0.20%.

The Class
The Notes will
S-2 Notes
Class S-2 interest.during
bear interest.
will bear each Interest
during each Interest
Accrual Period
Accrual a per
at a
Period at (the "Class
rate (the
annum rate
per annum 5-2 Note
"Class S-2 Note
Interest Rate")
Interest equal to
Rate") equal UBOR for
to LIBOR for such Interest Accrual
such Interest Accrual
Period plus 0.35%.
Period plus 0.35%.

The Class A-I


The Class A-1a interest during
will bear interest
a Notes will each Interest
during each Interest
Accrual Period at
Accrual at a per "Class A-I
(the "Class
annum rate (the
per annum a Note
A-1a Note
Interest UBOR for
Interest Rate") equal to LIBOR Interest Accrual
such Interest
for such Accrual
Period plus 0.05%.
0.05%.

interest during
The Class A-1b Notes will bear interest each Interest
during each Interest
annum rate
Accrual Period at a per annum "Class A-1
(the "Class
rate (the A-1bb Note
Note
Rate") equal to LIBOR
Interest Rate') UBOR forfor such Interest Accrual
such Interest Accrual
0.50%.
Period plus 0.50%.

interest during
A-ic Notes will bear interest
The Class A-1c Interest
each Interest
during each
Accrual Period at aa per annum rate
per annum "Class A-1c
(the "Class
rate (the Note
A-1c Note
Interest Rate') LIBOR for
to UBOR
Rate') equal to such Interest
for such Accrual
Interest Accrual
0.80%.
Period plus 0.80%.

A-1dd Notes will


Class A-1
The Class bear interest
will bear during each'
interest during Interest
each Interest
per annum
Accrual Period at aa per rate (the
annum rate "Class A-1d
(the "Class Note
A-1d Note
Rate') equal to
Interest Rate') LIBOR for
to UBOR such Interest
for such Accrual
Interest Accrual
1.30%.
Period plus 1.30%.

Class A-2 Notes


The Class bear interest
Notes will bear during each
interest during Interest
each Interest
Period
Accrual Period at a
a per
per annum
annum rate
rate (the
(the "Class
"Class A-2
A-2 Note
Note
Rate') equal
Interest Rate')
Interest LIBOR for
to UBOR
equal to such Interest
for such Accrual
Interest Accrual
Period plus
Period 0.90%.
plus 0.90%.
Class BB Notes
The Class
The will bear
Notes will during each
interest during
bear interest Interest
each Interest
Period at
Accrual Period
Accrual per annum
at aa per (the "Class
rate (the
annum rate Note
"Class BB Note
Rate") equal
Interest Rate")
Interest LIBOR for
to UBOR
equal to such Interest
for such Accrual
Interest Accrual
Period plus
Period 1.40%.
plus 1.40%;
Class CC Notes
The Class
The will bear
Notes will during each
interest during
bear interest Interest
each Interest
Period atat aa per
Accrual Period
Accrual annum rate
per annum (the "Class
rate (the Note
"Class CC Note
Interest Rate")
Interest Rate") equal
equal to
to LIBOR
UBOR for
for such
such Interest
Int~rest Accrual
Ac~rual
Period plus
Period 4.00%.
plus4.00%.

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Footnote Exhibits - Page 5488

The Class
The Notes will
ClassDD Notes interest during
bear interest
will bear each Interest
during each Interest
Accrual Period
Accrual annum rate
per annum
Period atat aa per "ClassD
(the "Class
rate (the D Note
Note
Interest Rate")
Interest UBOR for
equal toto LIBOR
Rate'1 equal for such Interest Accrual
such Interest Accrual
Period plus10.00%.
Periodplus 10.00%.

The Class
The Note Interest
S-1 Note
Class S-1 the Class
Rate, the
Interest Rate, S-2 Note
Class S-2 Note
InterestRate,
Interest ClassA-la
theClass
Rate, the InterestRate,
NoteInterest
A-1a Note ClassA-
theClass
Rate,the A-
1bNote
lb Rate, the
InterestRate,
Note Interest A-1c Note
ClassA-1c
theClass Rate, the
InterestRate,
NoteInterest the
Class A-1d
Class Interest Rate,
Note Interest
A-1d Note Class A-2
the Class
Rate, the Note Interest
A-2 Note Interest
Rate, the
Rate, Class B
the Class B Note Rate, the
Interest Rate,
Note Interest Class C
the Class C Note
Note
Rate and
Interest Rate
Interest Class D
the Class
and the Note Interest
D Note Rate are
Interest Rate are
collectivelyreferred
collectively to herein
referred to the"Note
asthe
herein as Interest Rates."
"Note Interest Rates."

To the extent
To the interest that
extent interest is due
that is is not
due is paid on
not paid Class C
the Class
on the C
Notes on
Notes Payment Date
any Payment
on any C'Class C
Date ("Class Deferred Interest"),
C Deferred Interesf1,
such unpaid
such amountswill
unpaid amounts will be added to
be added to the amountof
principal amount
the principal of
the Class C
the Class and shall
Notes, and
C Notes, interest at
accrue interest
shall accrue Class C
the Class
at the C
Note Interest
Note to the
Rate to
Interest Rate lawful and
extent lawful
the extent enforceable. So
and enforceable. So
long as any
long as Class S
any Class S Notes, Class A
Notes, Class Notes or
A Notes Class B
or Class B Notes
Notes
are outstanding, the
are outstanding, failure to
the failure to pay interest on
any interest
pay any Class C
the Class
on the C
Notes on
Notes on any Payment Date
any Payment Date will be an
not be
will not Event of
an Event of Default
Default
under the
under Indenture. To
the Indenture. To the that is
interest that
the extent interest due is
is due is not
not
Class DNotes on any Payment Date rClass D
on the Class
paid on
paid D Notes on any Payment Date ("Class D
Deferred Interest"), such unpaid
Deferred amounts will
unpaid amounts added to
be added
will be to the
the
amount of
prinCipal amount
principal Class D
the Class
of the Notes, and
0 Notes, shall accrue
and shall accrue
interest at the Class D Note
at the Note Interest Rate to
Interest Rate to the extent lawful
the extent lawful
enforceable. So long
and enforceable. any Class S
as any
long. as S Notes, Class A
Notes, Class A
Notes, Class B Notes or or Class C C Notes outstanding, the-
are outstanding,
Notes are the-
interest on the
failure to pay any interest Class D
the Class Notes on
D Notes on any
any
Payment Date will not be an Event of
Payment Default under
of Default under thethe
Indenture.

See "Description of the the Securities -- Interest and


Interest and
Payments."
Distributions" and "-Priority of Payments."

LIBOR for the first Interest Accrual


UBOR Period with
Accrual Period to
respect to
with respect
each Class of Notes will be determined as
be determined as of second
the second
of the
preceding the
Day preceding
Business Day
Business the Closing Date. Calculations
Closing Date. of
Calculations of
interest Class
on each Class
interest on of the Notes will be made on the basis
Notes will be made on the basis
360-day year
of aa 360-day
of the actual
and the
year and number of
actual number of days each
days inin each
Interest Accrual
Interest Period.
Accrual Period.
"Interest Accrual
The "Interest
The Period" with
Accrual Period" respect to
with respect to the Class SS
the Class
Notes, the
Notes, the Class
Class A
A Notes,
Notes, the
the Class
Class B
B Notes,
Notes, the
the Class CC
Class
Notes and
Notes and the Notes and
Class DDNotes
the Class Payment Date,
any Payment
and any the
Date, isisthe
commencing on
period commencing
period on and including the
and including immediately
the immediately
Payment Date
preceding Payment
preceding the Closing
(or the
Date (or case of
the case
Date ininthe
Closing Date of
first Interest
the first
the Period) and
Accrual Period)
Interest Accrual on and
ending on
and ending including
and including
the day
the immediately preceding
day immediately such Payment
preceding such Date.
Payment Date.
Holders of
The Holders
The Income Notes
the Income
of the be entitled
will be
Notes will receive,
entitled toto receive,
each Payment
on each
on all cash
Date, all
Payment Date, after the
remaining after
cash remaining payment
the payment
all other
of all
of required to
amounts required
other amounts accordance with
paid ininaccordance
be paid
to be with
the Priority of Payments.
the Priority of Payments. .

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Footnote Exhibits - Page 5489

TheNotes
Payments ............................... The
PrincipalPayments.............................. (otherthan
Notes(other thanthe ClassSSNotes
theClass Notesand ClassA-1
theClass
andthe A-1
Principal
Notes)and
.Notes) and the Income Notes
the Income matureon
will mature
Notes will the Payment
on the Payment
Datein
Date December2047
inDecember 2047(such datethe
(suchdate the"Stated Maturity"with
"StatedMaturity" with
respecttotoeach
respect ClassofofNotes
eachClass (otherthan
Notes(other thanthe ClassSSNotes
theClass Notes
ClassA-1
theClass
andthe
and Notes)and
A-1 Notes) Notes), the
Income Notes),
and Income Class SS
theClass
Noteswill
Notes matureon
will mature onthe PaymentDate
thePayment Date in September2011
inSeptember 2011
(the"Stated
(the Maturity"with
"StatedMaturity" respecttotothe
withrespect theClass Notes), the
ClassSSNotes), the
ClassA-la
Class Notes and
A-1a Notes andthe A-1b Notes
Class A-lb
the Class mature on
will mature
Noteswill on
Payment Date
the Payment
the Date in December2039
in December 2039 (the "Stated Maturity"
(the "Stated Maturity"
respect toto the
with respect
with Class A-Ia
the Class Notes and
A-1a Notes and the Class A-lb
the Class A-1b
Notes) and
Notes) Class A-1c
the Class
and the Notes and
A-1c Notes and the A-1d Notes
Class A-Id
the Class Notes
mature on
will mature
will Payment Date
the Payment
on the Date in September 2044
in September 2044 (the
(the
"Stated Maturity"
"Stated Maturity" with
with respect
respect to
to the
the Class
Class A-1c
A-1c Notes
Notes and
and
the Class
the A-1d Notes)
Class A-Id redeemed or
unless redeemed
Notes) unless retired prior
or retired prior
thereto. The
thereto. average life
The average life of Notes (other
the Notes
ofthe the Class
than the
(other than Class
SSNotes) duration of
the duration
and the
Notes) and Income Notes
the Income
ofthe expectedto
Notes isis expected to
be substantially
be shorter than
substantially shorter than the number of
the number years from
of years from
issuance until
issuance Maturity for
Stated Maturity
until Stated Class of
each Class
for each Notes and
of Notes and
the Income
the Notes. See
Income Notes. "Description of
See "Description the Securities-
of the Securities-
Principar' and
Principal" Factors-8ecurities-Average Lives,
"Risk Factors-Securities--Average
and "Risk Lives,
Duration and
Duration Prepayment Considerations."
and Prepayment Considerations."

Principal will
Principal will be payable on
be payable on the Class S-1
the Class Notes in
S-1 Notes in
accordance with
accordance Priority of
with the Priority Payments on
of Payments each Payment
on each Payment
Date commencing on
Date commencing Payment Date
on the Payment occurring in
Date occurring in
December 2007 in
December an amount equal
in an equal to Class S-1
the Class
to the S-1 Notes
Notes
Amortizing Principal Amount
Amortizing Amount with respect to
with respect such Payment
to such Payment
Date and, if
Date if an Event of Default Default or Tax Event
or Tax Event has has occurred
occurred
and is is continuing or an Optional Redemption Redemption by Liquidation
by Liquidation
or successful Auction has has occurred and and thethe Collateral
Collateral is is
being liquidated pursuant to to the terms of
the terms of the Indenture, the
the Indenture, the
Class S-1 Notes will be be paid-in full prior
paid in full any distributions
to any
prior to distributions to to
any other Securities. Principal will will be payable on
be payable Class
the Class
on the
S-2 Notes in in accordance with with the Priority of
the Priority Payments on
of Payments on
Payment Date commencing
each Payment commencing on on the Payment Date
the Payment Date
occurring in
occurring December 2007
inDecember 2007 ininanan amount equal to
amount equal to the Class
the Class
S-2 Notes Amortizing Principal Amount with
Principal Amount respect to
with respect such
to such
Payment Date Date and, and, ifif an Event of
an Event Default or
of Default Event has
Tax Event
or Tax has
occurred and and is
is continuing
continuing or
or an
an Optional
Optional Redemption
Redemption by
by
Liquidation or
Liquidation or successful Auction has
successful Auction occurred and
has occurred and thethe
being liquidated
Collateral isis being
Collateral pursuant to
liquidated pursuant terms of
the terms
to the the
of the
Indenture, the
Indenture, Class S-2
the Class Notes will
S-2 Notes will be full prior
paid ininfull
be paid any
to any
prior to
distributions toto any
distributions any other Securities (other
other Securities than the
(other than Class 8-1
the Class S-1
Notes and
Notes and the
the Class
Class A-1
A-1 Notes).
Notes). The
The Class
Class S-2
S-2 Notes
Notes are
are
subject toto mandatory
subject redemption ifif the
mandatory redemption Class AlB
the Class A/B
Overcollateralization Test
Overcollateralization satisfied on
not satisfied
Test isis not on any date ofof
any date
principal" will
"Shifting principal"
determination. "Shifting
determination. will be payable on
be payable the
on the
(other than
Notes (other
Notes than the the Class accordance with
Notes) inin accordance
Class SS Notes) with
(xii)ofofthe
clause(xii)
clause Payments on
PriorityofofPayments
the Priority Payment Date
each Payment
on each Date
accordancewith
ininaccordance withthe Payments.
Priority ofofPayments.
the Priority
As aaresult
As the Priority
result ofof the notwithstanding the
Payments, notwithstanding
Priority ofof Payments, the
the Notes described under "Status
subordination ofof the Notes described under "Status of the
subordination of the
above, the
Securities" above,
Securities" Class S-2
the Class S-2 Notes may be
Notes may entitled toto
be entitled
certain payments
receive certain
receive principal while
payments ofof principal the Class
while the S-1
Class S-1
Notes
Notes and
and the
the Class
Class A-1
A-1 Notes
Notes are
are outstanding,
outstanding, the
the Class
Class A-A-

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Footnote Exhibits - Page 5490

Notes may
11 Notes may be entitled to
be entitled receive certain
to receive payments of
certain payments of
principal while
principal Class S
the Class
while the S Notes outstanding, the
are outstanding,
Notes are the Class
Class
A-2 Notes
A-2 may be
Notes may be entitled receive certain
to receive
entitled to payments of
certain payments of
principal while
principal Class S
the Class
while the and the
Notes and
S Notes A-1 Notes
Class A-1
the Class Notes
outstanding, the
are outstanding,
are Class B
the Class B Notes may be
Notes may entitled to
be entitled to receive
receive
payments of
certain payments
certain principalwhile
ofprincipal Class S Notes
the Class
while the and the
Notes and the
Class A
Class Notes are
A Notes outstanding, the
are outstanding, Class C
the Class Notes may
C Notes may bebe
entitled to
entitled receive certain
to receive payments of
certain payments of principal while the
principal while the
Class S
Class Notes, the
S Notes, Class A
the Class Notes and
A Notes Class B
the Class
and the Notes are
B Notes are
outstanding and
outstanding Class D
the Class
and the may be
Notes may
0 Notes to receive
entitled to
be entitled receive
payments of
certain payments
certain of principal the Class
while the
principal while Notes, the
Class S Notes, the
Class A
Class Notes, the
A Notes, Class B
the Class Notes and
B Notes Class C
the Class
and the Notes are
C Notes are
outstanding. In
outstanding. Income Notes
In addition, the Income may be
Notes may entitled to
be entitled to
receive certain
receive payments while
certain payments the Notes
while the are outstanding.
Notes are outstanding.
See "Description of the
See "Description Securities-Priority of
the Securities-Priority of Payments."
Payments."

addition, to
In addition,
In the extent funds
to the are available
funds are therefor in
available therefor
accordance with the
accordance with Payments, the Notes (other
Priority of Payments,
the Priority (other
than the Class S-1
than the will be subject to mandatory
Notes) will
S-1 Notes) mandatory
redemption on any Payment Date
redemption Coverage Tests are
the Coverage
Date if the are
not satisfied as described herein. See
not "Description of
See "Description of the
the
Securities-Principal" and "-Mandatory Redemption."
Securities-Principal" Redemption."

Tax Redemption
Tax Redemption .....................................
.............. Subject to certain conditions described herein, the
Subject Notes will
the Notes will
be Liquidation Proceeds, in
redeemed from Liquidation
be redeemed in whole but not in
but not in
part, on any Payment Date occurrence of
upon the occurrence
Date upon a Tax
of a Tax
or with the written
Event, at the written direction of, or consent
written ·consent
at least 66-2/3%
Holders of at
of, Holders aggregate outstanding
66-213% of the aggregate
notional principal amount of the affected Income
notional Notes or
Income Notes or
Holders of at least a Majority of any Class which, as
Class of Notes which, as
a result of the occurrence of such Tax Tax Event, have have not
not
received 100% of the aggregate amount of principal and and
amounts due and payable to
interest or other amounts Holders
to such Holders
(such redemption, a "Tax Redemption"). No such
a ''Tax Tax
such Tax
Redemption will occur unless the expected Liquidation
Redemption Amount
Proceeds equal or exceed the Total Redemption Amount
Upon the occurrence of a Tax Redemption, the the Income Notes
Income Notes
will be simultaneously redeemed.

With respect to aa Tax Redemption as described above,


as described the
above, the
Notes will be redeemed at their their Redemption Prices,
Redemption Prices,
payable as
amount payable
described herein. The amount
respectively, as described as
the final payment to the Income Notes
the Notes following Tax
any Tax
following any
after
Proceeds remaining after
Redemption will be the Liquidation Proceeds
payment of the Total Redemption Amount in
the payment accordance
in accordance
of Payments.
Priority of
with the Priority

of the
"Description of
See "Description
See the Securities-Tax Redemption."
Securities-Tax Redemption."
Auction ... :...............................................
................................................... Sixty days prior
Sixty days occurring in
Payment Date occurring
prior to the Payment September
inSeptember
each year
of each
of (the "Auction Datei,
year (the commencing on
Date"), commencing on thethe
September 2015
September Payment Date,
2015 Payment the Collateral Manager
Date, the shall
Manager shall
take steps
take to conduct an
steps to "Auction") of
an auction (the "Auction") the
of the
Collateral ininaccordance
Collateral with the
accordance with procedures specified
the procedures the
specified ininthe
the Collateral
Indenture. IfIfthe
Indenture. Manager receives
Collateral Manager one or
receives one more
or more
not later
Bidders not
Eligible Bidders
from Eligible
bids from later than Business Days
ten Business
than ten Days
Auction Date
the Auction
prior to the
prior equal to
Date equal to or than the
greater than
or greater the

31

Treatment Requested
Confidential Treatment
Confidential by Goldman
Requested by Sachs
Goldman Sachs . GS
GS MBS-E-021825401
MBS-E-021825401
Footnote Exhibits - Page 5491

Minimum Bid
Minimum Bid Amount, ititwill sell the settlement
the Collateral for settlement
or before the fifth Business Day
on or Day prior to such Date
Auction Date
such Auction
and will be redeemed in
the Notes will
and the such Auction
in whole on such
(any such date, the "Auction Payment
Date (any Date'). IfIf aa
Payment Date'i.
successful Auction occurs, the Income Notes Notes will also be be
redeemed in in full. The Collateral Manager and
full. The and its affiliates
Bidders. IfIfthe highest single bid
be considered Eligible Bidders.
shall be
on the entire portfolio of Collateral, or the aggregate amount
on
of multiple bids
of bids with respect to individual items items of Collateral,
does not equal or exceed the aggregate Minimum Sid
does Bid
Amount or ififthere is isaa failure at settlement, the Collateral
Collateral will
and no redemption of Notes or
not be sold and or Income Notes on on
related Auction Date will
the related will be
be made.
Optional Redemption by by
.................. ..
Liquidation ........................................... The Notes may be redeemed by the the Issuers from Liquidation
Liquidation
in whole but not
Proceeds, in not in
in part, on any Payment Date
Date onon
or after the Payment Date occurring in in March 2010 (the
"Optional Redemption Date"), at the written direction of, of, or
or
with the written consent of the Holders of at least aa Majority
of the Income Notes (an "Optional Redemption" or an an
"Optional Redemption by Liquidation"). If Ifthe Holders of the
Income Notes so elect to cause an Optional Redemption by by
Liquidation, the Income Notes will also be redeemed in infull.
In the event of an Optional Redemption by Liquidation, the
In
Notes will be redeemed at their Redemption Prices as as
described herein.

No Securities shall be redeemed pursuant to an Optional


Redemption by Liquidation and a
a final payment to the Income
Notes shall not be made unless the Collateral Manager
furnishes certain assurances that the Total Redemption
Amount will be available for distribution on the related
Optional Redemption Date.

See "Description of the Securities-Optional Redemption by


by
Liquidation."

Redemption by
Optional Redemption by
Refinancing ...........................................
................. . Any Class or Classes of Notes may be redeemed redeemed by the
Issuers from the net cash proceeds (the "Refinancing
Proceeds) of a loan, credit or similar facility or an issuance
Proceeds'i
of replacement
replacement notes, from or to one or more financial
institutions or purchasers, in
in whole but not inin part, on any
Payment Date on or after the Optional Redemption Date, at
Payment at
the written direction of, or with the written consent of the
Holders of at least a a Majority of the Income Notes (an (an
Redemption" or an "Optional Redemption by
"Optional Redemption" by
Refinancing") subject to the satisfaction of the Rating Agency
Condition (other than Withwith respect to the Notes being
redeemed)
redeemed) and the other restrictions described
described herein.

In
In the event
event of an
an Optional
Optiomill Redemption by Refinancing, the
the
Class or Classes of Notes subject to such redemption
redemption will be
be
redeemed
redeemed at their Redemption
Redemption Prices as described
described herein.

32
32

Confidential Treatment
Confidential Goldman Sachs
Treatment Requested by Goldman Sachs MBS-E-02182S402
GS MBS-E-021825402
Footnote Exhibits - Page 5492

the Holders
IfIf the the Income
Holders ofof the so elect
Notes so
Income Notes cause an
elect toto cause an
Redemption by
Optional Redemption
Optional by Refinancing, the Income
Refinancing, the Notes will
Income Notes will
notbe
not redeemedin
beredeemed andwill
fulland
infull remainoutstanding.
will remain outstanding.

See "Description
See of the
"Description of and the
Notes and
the Notes Income Notes-
the Income Notes-
Redemptionby
Optional Redemption
_Optional by Refinancing."
Refinancing."

MandatoryRedemption.........
Mandatory Redemption .••••••.••••••..•••••••• On any
On Payment Date
any Payment Date on which the
on which Class A/B
the Class NB
Overcollateralization Test, the
Overcollateralization Test, Class C
the Class C Overcollateralization
Overcollateralization
Test or
Test Class D
the Class
or the OvercoliaterarlZation Test
0 Overcollateralization Test is not satisfied
is not satisfied
as of
as preceding Determination
the preceding
ofthe certain of
Date, certain
Determination Date, the Notes
of the Notes
(otherthan
(other Class S-1
the Class
than the will be
Notes) will
S-1 Notes) subjectto
be subject to mandatory
mandatory
redemption in
redemption accordance with
in accordance Priority of
the Priority
with the Payments, until
of Payments, until
the applicable
the have been
Notes have
applicable Notes paid in
been paid in full (a "Mandatory
full (a "Mandatory
Redemption'). The
Redemption"). Manager is
Collateral Manager
The Collateral is not permitted to
not permitted to
Assets to
Collateral Assets
sell Collateral
sell to generate Proceeds to
additional Proceeds
generate additional to be
be
applied to
applied redeem the
to -redeem the Notes except to
Notes except to the extent such
the extent such
Assets may,
Collateral Assets
Collateral may, at discretion of
the discretion
at the the Collateral
of the Collateral
Manager, be
Manager, sold as
otherwise sold
be otherwise as Credit Risk Obligations,
Credit Risk Obligations,
securities or
equity securities
equity or Defaulted Obligations. The
Defaulted Obligations. Class S-1
The Class S-1
Notes and the Income
Notes Notes are
Income Notes subject to
not subject
are not to mandatory
mandatory
redemption as
redemption as a of the failure of any
a result of Coverage Test.
any Coverage Test.
"Description of
See "Description Securities-Mandatory Redemption"
of the Securities-Mandatory Redemption"
and "-Priority of of Payments."
Payments."

Security for the Notes...........................


Security Notes........................... terms of the Indenture,
Under the terms
Under Issuer will
the Issuer
Indenture, the to the
grant to
will grant the
Trustee, for the benefit and security of of the for itself
Trustee, for
the Trustee, itself
behalf of
and on behalf the Fiscal
Noteholders, the
of the Noteholders, Agent, the
Fiscal -Agent, the
Collateral Administrator, the Collateral
Collateral Manager, the
Collateral Manager, the
Counterparty and the
Cashflow Swap Counterparty the Synthetic Security
Synthetic Security
Counterparty(together Parties'), to
"Secured Parties"),
Counterparty (together the "Secured secure the
to secure the
Issuer's obligations under the
Issuers the Notes, the the Indenture,
Indenture, the the
Cashflow Swap Agreement, the Collateral_ Collateral Management
Management
Agreement and the Synthetic Securities (the "Secured
(the "Secured
interest in
Obligations'), aa first priority security interest
Obligations"), in the Collateral.
the Collateral.
Income Notes will not be
The Income be secured.
Reports...................................................
Reports ................................................... A made available to
be made
A report will be Holders of
the Holders
to the Notes
the Notes
of the
and Holders of the Income
and Notes and
Income Notes will provide
and will information
provide information
the Collateral Assets
on the
on payments to
Assets and payments made in
be made
to be in
accordance with the Priority
accordance of Payments
Priority of "Payment
(each, aa "Payment
Payments (each,
Report") beginning
Report') 2007. See
beginning ininSeptember 2007. "Security for
See "Security the
for the
Notes-Reports.""
Notes-Reports.

Coverage
Coverage Tests
Tests .....................................
............... The table identifies
The following table Coverage Tests
the Coverage
identifies the the
and the
Tests and
which such
value atat which
value will be
tests will
such tests See "Security
satisfied. See
be satisfied. for
"Security for
Notes-The Coverage
the Notes-The
the Tests."
Coverage Tests."
Value at
Value at Which Test isis
Which Test
Test
Coverage Test
Coverage Satisfied
Satisfied

Class A/B
ClassNB Overcollateralization Class A/B
Overcollateralization ClassNB
Test
Test Overcollateralization
Overcollateralization
Ratio isisequal
Ratio or
equal toto or
greaterthan
greater 106.4%
than 106.4%

33

Confidential
Confidential Treatment Requested by
Treatment Requested by Goldman Sachs
Goldman Sachs GS MBS-E-021825403
GS MBS-E-021825403
Footnote Exhibits - Page 5493

Class C
Class Overcollateralization Class
C Overcollateralization Class C C
Test
Test Overcollateralization
Overcollateralization
Ratio
Ratio is
is equal
equal to
to or
or
greater
greaterthan
than 103.3%
103.3%
Class D
Class Overcollateralization Class
0 Overcollateralization Class D 0
Test
Test Overcollateralization
Overcollateralization
Ratio
Ratio is
is equal
equal to
to or
or
greater
greaterthan
than 101.1%
101.1 %
On the
On Closing Date,
the Closing the Class
Date, the NB Overcollateralization
Class A/B Overcollateralization
expected to
Ratio is expected
Ratio to be 109.6%, the
be 109.6%, Class C
t)1e Class C
Overcollateralization Ratio expected to
Ratio is expected 10S.S% and
be 105.5%
to be and the
the
Class D
Class 0 Overcollateralization expected to
Overcollateralization Ratio is expected be 102.2%.
to be 102.2%.

The
The Offering ...............
Offering •••••••.•••...••••••.••••.•.••.•.•.••••• Securities are
The Securities offered to
being offered
are being Persons in
non-U.S. Persons
to non-U.S. in
in reliance on
transactions in
offshore transactions
offshore on Regulation
Regulation S, and in
S, and in the
the
United States to persons who
United States who are Qualified Institutional
are Qualified Institutional
Buyers purchasing in reliance on the
Buyers exemption from
the exemption from
under Rule
registration under
registration 144A or,
Rule 144A Income Notes
or, with respect to Income Notes
only, Accredited Investors
only, Accredited purchasing in
Investors purchasing transactions exempt
in transactions exempt
from registration under the Securities
from Each purchaser
Securities Act. Each
who is
who U.S. Person
is a U.S. Qualified Purchaser.
must also be a Qualified
Person must
Accredited Investor must have a net worth of at
Each Accredited
Each at least
least
U.S.$10 million. See "Description
U.S.$10 Securities-Form of
"Description of the Securities-Form of
"Notice to
"Underwriting" and "Notice
the Securities," "Underwriting" to Investors."
Investors."

Minimum Denominations
Minimum ..................
Denominations •••.•... ;••..•••.. The Notes will be issued in in minimum
minimum denominations of.
U.S.$2S0,000 (in
U.S.$250,000 (in the case of the Rule 144A Notes) and
144A Notes)
U.S.$100,000 (in
U.S.$100,000 Notes) and
(in the case of the Regulation S Notes) and
U.S.$1 in
integral multiples of U.S.$1 for each Class
in excess thereof for
of Notes. The Income Notes will be issued in minimum
in minimum
denominations of U.S.$100,000 and integralintegral multiples of
multiples of
U.S.$1 in
U.S.$1 in excess thereof.

......... .
Form of the Securities ...................... Each Class of Notes sold in offshore transactions in
in offshore in reliance
reliance
on Regulation S S will initially be represented by one or more
one or more
temporary global notes (each, a a 'Temporary Regulation S
"Temporary Regulation S
Global Note"). Each Temporary Regulation S Note
Global Note
S Global
will be deposited on the Closing Date with The The Bank New
Bank of New
York as custodian for,for, and registered in in the name of Cede &&
Co. as nominee of The Depository Trust Company ("DTC"),
Company C'DTC"},
the respective accounts of Euroclear Bank
for the SA./N.V., as
Bank SAIN.V., as
("Euroclear"), and
Euroclear System ("Euroclear"),
operator of the Euroclear
operator and
soci6t6 anonyme
Banking, societe
Clearstream Banking, ("Clearstream').
anonyme ("Clearstream'1,
Regulation SS Global
in aa Temporary Regulation
interests in
Beneficial interests Note
Global Note
may be held only Euroclear or
only through Euroclear Clearstream and
or Clearstream may
and may
not be time by aa U.S.
be held at any time U.S. Person ("U.S. Person'1
Person ("U.S. (as
Person') (as
such term is under the
is defined inin Regulation SS under Securities
the Securities
Act).
Class of Rule 144A
Each Class
·Each will be
Notes will
144A Notes be issued in the
issued in the form of
form of
notes inin fully
global notes
one or more global
one registered form (the
fully registered "Rule
(the "Rule
144A Global
144A Notes" and, together with
Global Notes" Temporary
the Temporary
with the'
Regulation SS Global Notes and
Regulation and the Global
Regulation SS Global
the Regulation
the "Global
Notes, the
Notes, "Global Notes"), deposited with
Notes"), deposited with The Bank of
The Bank New
of New
custodian for,
York as cu'stodian
York registered in
and registered
for, and the name
inthe name of Cede &&
of Cede
Co. as
Co. as nominee DTC, which
of, DTC,
nominee of, account of
the account
will credit the
which will of each
each
its participants
of its
. of with the
participants with amount of Notes
principal amount
the principal being
Notes being

34
34

Confidential Treatment
Confidential by Goldman
Requested by
Treatment Requested Sachs
Goldman Sachs MBS-E-021825404
GS MBS-E-021825404
GS
Footnote Exhibits - Page 5494

purchasedby
purchased throughsuch
byororthrough suchparticipant. Beneficialinterests
participant. Beneficial interests
in
in the
the Rule
Rule 144A
144A Global
Global Notes
Notes will
will be
be shown on,
shown on, and
and
thereof will
transfers thereof
transfers will be effected only
be effected through, records
only through, records
maintainedby
maintained DTCand
byDTC andits directand
itsdirect indirectparticipants.
andindirect participants.

Class D
The Class
The Notes (other
D Notes the Regulation
than the
(other than Class D
Regulation SS Class D
will be
Notes)will
Notes) evidenced by one or more notes
be evidenced by one or more notes in definitive,in definitive,
fully registered
fully registered in
form, registered
registered form, name of
the name
in the the owner
of the owner
thereof(each,
thereof "DefinitiveNote").
(each, aa"Definitive Note").

interests in
Beneficial interests
Beneficial in the Notes and
Global Notes
the Global the Definitive
and the Definitive
Notes may
Notes be transferred
not be
may not except in
transferred except compliance with
in compliance with the
the
transfer restrictions
transfer herein. See
described herein.
restrictions described "Description of
See "Description ofthe
the
Securities-Form of
Securities-Form Securities"and
the Securities"
ofthe and "Notice to Investors."
"Notice to Investors."

The Income
The Notes (other
Income Notes than the
(other than Regulation S
the Regulation S Income
Income
Notes) will
Notes) evidenced by
be evidenced
will be one or
by one or more notes in
more notes in definitive,
definitive,
fully registered
fully registered in
form, registered
registered form, name of
the name
in the the owner
of the owner
thereof (each,
thereof "Income Note
an "Income
(each, an Note Certificate). The Regulation
Certificate'1. The Regulation
S Income Notes
S Income evidenced by
be evidenced
will be
Notes will by aa global in fully
note in
global note fully
registered form.
registered The Income
form. The Notes may
Income Notes not be
may not be transferred
transferred
except in
except compliance with
in compliance with thethe transfer restrictions described
transfer restrictions described
herein. See
herein. "Description of
See "Description Securities-Form of
the Securities-Form
of the of the
the
"Notice to
Securities" and "Notice
Securities" to Investors."
Investors."

Governing Law
Governing Law ........... ~ .......................
.............. The Notes, the
The Indenture, the Notes, Cashflow Swap
the Cashflow Agreement. the
Swap Agreement, the
Administration Agreement
Synthetic Securities, the Collateral Administration Agreement
and the Collateral Management Agreement
Collateral Management Agreement will be governed
will be governed
by the laws of the State of New York. The
New York. Deed of
The Deed of Covenant,
Covenant,
Conditions of
Terms and Conditions
including the Terms of the Income Notes
the Income Notes and
and
Income Notes, the Fiscal
the Income Agreement will
Fiscal Agency Agreement will be
be
governed by the laws of the Cayman Islands.
Cayman Islands.

Listing and
Listing Trading ••..•••••.•••••••••..••••.••
and Trading ........... There is the Notes
market for the
is currently no market Income Notes
or Income
Notes or Notes
assurance that
and there can be no assurance that such will
market will
such aa market
Liquidity
Factors-Securities-Limited Liquidity
develop. See "Risk Factors-Securities-Limited
may be
Application may
and Restrictions on Transfer." .Application made to
be made to
admit the Securities on on aa stock exchange of
stock exchange Issuer's
the Issuer's
of the
practicable. There
choice, ififpracticable.
choice, can be
There can assurance that
no assurance
be no such
that such
admission will bebe sought, granted or maintained.
granted or "Listing
See "Listing
maintained. See
Information.""
and General Information.

Ratings
Ratings ...............................................
.......................................... . is aa condition of
ItIt is of the issuance of
the issuance Securities that
the Securities
of the the
that the
Notes, the
Class SSNotes, the Class A-1 Notes and
A-1 Notes Class A-2
the Class
and the Notes
A-2 Notes
be rated
be "Aaa" by
rated "Aaa" Moody's and
by Moody's "AAA" by
and "AAA" S&P, that
by S&P, Class
the Class
that the
BB Notes
Notes be
be rated
rated at
at least
least "Aa2"
nAa2" by
by Moody's
Moody's and
and at
at least
least "AA"
"M"
by S&P,
by that the
S&P, that Notes be
Class CC Notes
the Class rated at
be rated at least "A2" by
least "A2" by
Moody's and
Moody's at least "A" by S&P and that the
and at least "A" by S&P and that the Class D Notes Class D Notes
bebe rated at least
rated at "Baa2" by
least "Baa2" Moody's and
by Moody's and at at least "BBB" by
least "BBB" by
S&P. The
S&P. Income Notes
The Income will not
Notes will rated. AAcredit
be rated.
not be rating isis
credit rating
recommendation toto buy,
not aarecommendation
not sell or
buy, sell securities and
hold securities
or hold and maymay
be revision or
subject toto revision
be subject withdrawal atat any
or withdrawal any timetime by the
by the
assigning rating
assigning agency. See
rating agency. "Ratings ofofthe
See "Ratings Notes."
the Notes."
Tax
Tax Status
Status..........................................
................................... . See "IncomeTax
See"Income Considerations."
Tax Considerations."
ERISA - See·~'ERISA.Considerations.~
See "ERISA.Considerations." .
ERISA Considerations .......................
Considerations......... ..

35
35

Confidential
ConfidentialTreatment
Treatment Requested
Requested by Sachs
Goldman Sachs
byGoldman GS MBS-E-021825405
GS MBS-E-021825405
Footnote Exhibits - Page 5495
0
(")
o0
::J
:=!!
:=!l
a.
0..
(J)
....Ornr
::J

TheOifertng
Theonenng
-t Securities Issued

ro Cia. .
C:leaa 5·1
S-1 5-2 A·1a A·lb
A·1b A·1C A·1d B
B C
C: o
D I Income Notes

....
III
ll>
Original PrincIpal
Stated
Principal Amount
stated Maturlly
Maturity September 5.~t1- OecembJtr 3, 2039
Oecel11bJ[r September 3, 2044
;107.000.000
i107.000.000
oecemoer J, ZU4T
oecemDer
3
(J)
....
::J

;0
::0 Reg S1':;;~
(J)
..c
..0 ~BegD
~BegO J'liA
J'llA NIA NIA NIA
NlA NIA NIA NIA N/A NIA
NlA NIA
NlA NIA
c
(J)
....
C/)
(J)
Initial Retinas:
Moody's Aaa Aaa
Asa Aaa A88 Aaa
llctm
3(clm

'Jia
'JIa Aaa Aa2 NlA
N/A
a.
0.. S&P AAA AAA AAA AAA AM
AAA I 1M
\AA I AAA AA A BBB NlA
NIA
0-
0" Deferred Interest No
NO No I/ No No Yes NIA
NlA
'< Pricing Date Marcn
Moren 1 J, Zllll7
ZOO7
(;IOSlng
C:loslng Oate
oate Marc I 27. ZOOT
Marcl
(j) NIA
NlA
o0 ),
a.
0.. Fixed or Floating Rate Floating
Ftoattng Floating Floattn!l
Ftoattn!l Floating Floatlna
Floating FloalinQ
FloatinQ Floating
Ftoauna Floating
Ftoauna Ftoallr1!1
FloaUr1!I Floating NlA
NJA
3 Inte,...t
Interest Accrual Pertod!1l
penod!1] Floallna Period
~".'_•_third ~~tO:
~".'_e_thlrd
Floating Period
~~ 0,: each March, June,
Floating Period Floating Period Floaling
Floating Period I FloatinQ
Floating Period 1 Floatina Period Floetlna Pariod
Floatina Period Floatlna Pertod
Period
Maturity (aoch, a ~ ~•nvuu••-'
Floating
FtoaUna Period NlA
NIA

1
(or If
I December (ot Irsuch
such dey Is nota Business Day, the ne'"
nexl I Buslnass
1 Business Day) and at Stated Maturlty(each, ...vuu, ... Payment Date") and (II) any
III
ll> I Payment
::J
en First Payment Date -~2007
-~2o'07 ~. se"=-or
se,,=-Of 4
4." ~v~2iL07v'
~·~2Q_07"' ~. 4
ser;~er 4.
ser;~·· " UO"200'7v" .
uo~2oo7"' ~, ~.'
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~·~2oo7' ~,
~. ~·"200'7·'·
~-~2oo7"' . --'200'7"
-~·2ao7"' ~. ~o~r 4,
4
"

III
ll> :.cord Oat.
:ecord Date ~Buslnea'
~Business Day prior 10
to I1 he aPplicable Payment Date (orlhe lotn Business Day prior to tne
(or the 1oth the appllcaDI_ Date for Securities Issued In
applicable Payment Dale
o0 ,'Payments
payments ouarter1Y
ouarter!y ouarter1Y
Quartar!y ouaner1Y
Quarter!y auaneMy
QuarteMY auaneny
Quartany auaneny
Quarterly auarter1Y
Quarter!y auarter1Y
Quaner!y auaner1Y
Quartar!y ouart811Y
Quart8l1Y Quarterly
OU8fIarty
~
:::T lay;ount
lay ;ount Actual/360
AClua11360 ACluallJ6(l
ActuaiiJ6(l Actualf.l6CI
Actualf.l6(l Actual/360
AClUall360 Actuall360
Actual/360 Actuai/36C
Actuall36C ACiual/360
ACluall360 ACluall360
ACiual/360 ACIuaII3611
Actual/3611 1I Actuall360
Actuel/360 NlA
NJA
C/) am
om 1I or Securities:
llobal
1I0Dai . ••as res
les
~
Yes
No
l as
reae a e ,
Ill!>
\II!l
Yel
Yes
YI
Yt
:USIPS
!USIPS Rule 144A een
8871. PAM
PAAA 887 >AK2
'AK2 8871,
8871• 'AB2 887' IPACO 66114 'AU6
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RegS Gee
G88 IAL4
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Reg 5
_J;USIPS ~G D
~USIPS~GO NJ LA
Clearing Method:
Rule 144A Oll
OTI OTI Ole
OTC He
nc OTI Ol' Ole
OTC Physical PhySical
PhYSical
Reg
RegS_5_ ~~Eurodear
Eurodear.. Eurocl~ Eurodear_ Euroclear Eumctear
Eumclear Eumctear Eurodear Eumctear Eumclear
Eumctear Eurodaar
Eurodear _Eu~~

1.
,. "Floating Period" means,
means. with
wtth respeClto
respect to Ihe
the Class S Noles,
Noles. the Class A·' Notes, the Cla.s
A-1 Noles. Class A·2
A-2 Notes.lhe Class B Noles.
Notes. the CIao. Nola•• the Class C Notes and the Class D Notes end
0 NOles and any Payment Date. the period commencing on and indudlng the immediately
Date In the case of the firstlntereot
preceding Payment Date (or the Closing Dale ending on and including tha day Immediately
first Interest Accrual Period) and endlng immediately preceding such Payment Oate.

(j)
en
s:
OJ
en
I
mI
o
0
tv
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->.
Q)
tv
"'
c..n
(.n
~
o0 36

Footnote Exhibits - Page 5496

RISKFACTORS
RISK FACTORS

making an
Prior toto making
Prior investment decision,
an investment investors should
prospective investors
decision, prospective consider, in
carefully consider,
should carefully in
addition to the matters
addition to the matters set
set forth
forthelsewhere
elsewherein
inthis
thisOffering
Offering Circular,
Circular, the
thefollowing
followingfactors:
factors:

Securities
Securities
.Limited
Limited Liquidity
Liquidity and Restrictions on
and Restrictions There is
Transfer. There
on Transfer. currently no
is currently market for
no market the Securities.
for the Securities.
Although the Initial Purchaser has advised the Issuers that
Although the Initial Purchaser has advised the Issuers that it
it intends
intends to
to make
make aa market
market in
in the Securities,
the Securities,
the InitiarPurchaser
the InitialPurchaser is
is not
not obligated
obligated to
to do
do so,
so, and
and any
any such
such market
market making
making with
with respect
respect to
to the
the Securities
Securities
may be
may be discontinued
discontinued at at any
anytime notice. There
without notice.
time without can be
There can be no assurance that
no assurance that any secondary market
any secondary market
forany
for anyofofthe
the Notes
Noteswill developor,
will develop or, if secondary market
ifaasecondary market does develop, that
does develop, provide the
will provide
that ititwill Holders of
the Holders of
the Notes
the Notes with
with liquidity
liquidity of investment or
of investment or that continue for
will continue
that itit will the life
for the of such
life of Notes and
such Notes consequently aa
and consequently
purchaser must
purchaser must be prepared to
be prepared hold the
to hold Notes until
the Notes maturity. Consequently,
until maturity. purchaser must
Consequently, aa purchaser must be be
prepared to
prepared to holdhold the
the Notes
Notes for
for an
an indefinite
indefinite period
period of
of time
time or
or until
until Stated
Stated Maturity.
Maturity. Since
Since it
it is
is likely
likely that
that
there will
there will never
never be be aa secondary market for
secondarY market for the purchaser must
Notes, aa purchaser
Income Notes,
the Income must be prepared to
be prepared hold its
to hold its
Income Notes until the Stated
Income Notes until the Stated Maturity.
Maturity.

In addition,
In addition, no sale, assignment,
no sale, pledge or
participation, pledge
assignment; participation, transfer of
or transfer of the Securities may
the Securities may be be
effected if, among
effected if, among other
other things,
things, it
it would
would require
require any
any of
of the
the Issuer,
Issuer, the
the Co-Issuer
Co-Issuer or
or any
any of
of their
their officers
officers or
or
directors to
directors to register under, or
register under, otherwise be
or otherwise subject to
be subject provisions of,
the provisions
to the of, the Company Act
Investment Company
the Investment Act or
or
any other
any other similar legislation or
similar legislation Furthermore, the
regulatory action. Furthermore,
or regulatory the Securities will not
Securities will registered under
be registered
not be under
the
the Securities
Securities Act
Act or
or any
any state securities laws
laws or
or the laws
laws of
of any
any other
other jurisdiction,
jurisdiction, and
and the
the Issuer
Issuer has
has no
no
plans, and is under no obligation, to
plans, and is under no obligation, to register the Securities
the Securities under the Securities
Securities Act
Act or
or any
any state
state securities
securities
laws or
laws or under
under the laws of any other
the laws Secorities are
other jurisdiction. The Securities transfer restrictions
certain transfer
are subject to certain restrictions
and can
and can be transferred only to
be transferred certain transferees as described herein
to certain herein under "Description of
under "Description of the
the
Securities-Form of the
Securities-Form of the Securities"Securities" and "Notice to Investors."
Investors." Such restrictions on
on the
the transfer
transfer of the
of the
Securities may
Securities may further limitlimit their liquidity. See "Description Securities-Form of
"Description of the Securities-Form the Securities."
of the Securities."
Application may
Application may be made to
be made admit the Securities on a stock exchange of the Issuer's
to admit Issuer's choice,
choice, if if
practicable. There
practicable. There can
can bebe no assurance that such admission will be sought, granted or
sought, granted maintained.
or maintained.

Limited
Limited Recourse Obligations. The Income Notes and the Class
Recourse Obligations. Class D Notes will
D Notes will be limited recourse
be limited recourse
obligations of
obligations of the
the Issuer
Issuer andand the Notes (other than the Class D
the Notes D Notes) will be limited
will be obligations
recourse obligations
limited recourse
of
of the
the Issuers
Issuers payable solely from the Collateral pledged by the Issuer
payable solely Issuer to secure the
to secure Notes. The
the Notes. Income
The Income
Notes
Notes areare denominated
denominated as debt of the Issuer and are not secured by
as debt by the Assets or
Collateral Assets
the Collateral other
the other
or the
collateral securing the
collateral securing the Notes. Notes. None of the
the Collateral Manager,
Manager, the Holders
Holders of
of the
the Notes,
Notes, the
the Holders
Holders of
of
the Income
the Income Notes, Notes, the
the Initial
Initial Purchaser, the
the Trustee, the Issuer Administrator, the
the Agents,
Agents, the
the Cashflow
Cashflow
Swap
Swap Counterparty
Counterparty or or any
any affiliates foregoing or the Issuers'
affiliates of any of the foregoing affiliates or
Issuers' affiliates any other
or any person or
other person or
entity will be obligated to make
entity will be obligated to make payments
payments on
on the
the Notes
Notes or
or the
the Income
Income Notes.
Notes. Consequently,
Consequently, Holders
Holders of
of
the
the Notes
Notes andand Income
Income NotesNotes mustmust rely solely on
rely solely distributions on
on distributions on the pledged to
Collateral pledged
the Collateral secure the
to secure the
Notes
Notes for
for the payment of
the payment of principal, interest and
principal, interest premium, ifif any,
and premium, distributions on
thereon. IfIfdistributions
any, thereon. on the Collateral
the Collateral
are insufficient
are insufficient to
to make
make payments
payments on
on the
the Notes
Notes and
and Income
Income Notes,
Notes, no
no other
other assets
assets (and,
(and, in
in particular,
particular, no
no
assets
assets ofof the
the Collateral Manager, the
Collateral Manager, Holders of
the Holders the Notes,
of the Holders of
the Holders
Notes, the the Income
of the Notes, the
Income Notes, Initial
the Initial
Purchaser,
Purchaser, the the Trustee,
Trustee, the the Issuer Administrator, the
Issuer Adminisfrator, the Agents, Cashflow SWap
the Cashflow
Agents, the Counterparty or
Swap Counterparty any
or any
affiliates
affiliates ofof any
any ofof the
the foregoing)
foregoing) will be available
will be payment of
for payment
available for deficiency, and
the deficiency,
of the and following realization
following realization
of
of the
the Collateral
Collateral pledged secure the
pledged toto secure Notes, the
the Notes, obligations ofof the
the obligations Issuers toto pay
the Issuers such defiCiency
pay such shall
deficiency shall
be extinguished.
be extinguished.
Subordination of
Subordination ofthethe Securities. Payments ofof principal
Securities. Payments on the
principal on Class S-1
the Class Notes will
S-1 Notes senior toto
be senior
will be
payments
payments ofof principal
principal of
of the
the Class
Class S-2
S-2 Notes,
Notes, the
the Class
Class A-1
A-1 Notes,
Notes, Class
Class A-2
A-2 Notes,
Notes, Class
Class B Notes,
BNotes,
Class
Class CCNotes
Notes and
and Class
Class DDNotes and senior
Notes and payments on
seniortoto payments the Income
on the Notes on
Income Notes Payment Date.
each Payment
on each Date.
Payments of principal on
Payments of principal on the the Class
Class S-2
S-2 Notes
Notes will
will be
be senior
senior to
to payments
payments of
of principal
principal of
of the
the Class
Class A-2
A-2
Notes,
Notes, Class
Class BBNotes, Notesand
Class CCNotes
Notes, Class and Class Notesand
ClassDDNotes payments on
seniortotopayments
and senior onthe Notes on
Income Notes
the Income on
each Payment Date. Payments of principal on the
each Payment Date. Payments of principal on-the Class
Class A-1
A-1 Notes
Notes will
will be
be senior
senior to
to payments
payments of
of principal
principal
of
ofthe
the Class
ClassA-2
A-2 Notes, Class BBNotes,
Notes, Class Notes and
Class CCNotes
Notes, Class Notes and
ClassDDNotes
and Class and senior payments on
seniortoto payments the
on the
Income Noteson
Income Notes on each
each Payment
Payment Date.Date. Payments principal on
Payments ofofprinCipal Class S-2
the Class
on the and the
Notes and
S-2 Notes ClassA-1
the Class A-I

37
37

Confidential
Confidential Treatment byGoldman
Requested by
Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825407
GS MBS-E-021825407
Footnote Exhibits - Page 5497

Noteswill
Notes willbe
bepaid
paidas describedin
asdescribed Priorityof
thePriority
inthe Paymentsof
Payments. Payments
ofPayments. principalon
ofprincipal ClassA-2
the Class
onthe A-2Notes
Notes
will be
will besenior
seniorto paymentsof
topayments principalofofthe
ofprincipal theClass
ClassB Class C
Notes, Class
BNotes, Notesand
CNotes Class D
andClass Notesand
DNotes andsenior
senior
toto payments
paymentson onthethe Income
Income NotesNoteson on each Payment Date.
each Payment principal on
Paymentsofofprincipal
Date. Payments onthe Class BBNotes
the Class Notes
wi1l be
will be senior
senior to payments of
to payments principal on
of principal Class C
the Class
on the Notes and
C Notes and thethe Class
Class D Notes and
0 Notes senior to
and senior to
payments on
payments onthe
the Income Notes on
Income Notes on each PaymentDate.
each Payment Payments of
Date. Payments principalon
ofprincipal on the Class C
theClass Noteswill
CNotes will
bebesenior
seniorto topayments
payments of principal on
of principal on the Class D
the Class Notes and
DNotes seniorto
andsenior paymentson
to payments onthe Income Notes
the Income Noteson on
each Payment Date. Payments of principal on the
each Payment Date. Payments of principal on the Class
Class D D Notes
Notes due
due on
on any
any Payment
Payment Date
Date will
will be
be senior
senior
toto payments
payments on on the Income Notes
the Income Notes on on such Payment Date.
such Payment Date. As result of
As aa result Priority of
the Priority
of the of Payments,
Payments,
notwithstanding the
notwithstanding subordination of
the subordination the Notes
of the described under
Notes described "Description of
under "Description the Securities-Status
of the Securities-Status
and Security,"
and Class S-2
the Class
Security, orthe Noteswill
S-2 Notes entitled to
be entitled
will be receive certain
to receive paymentsof
certain payments whilethe
principalwhile
ofprincipal the Class
Class
S-1.Notes are
S-1.Notes are outstanding,
outstanding, the Class A-1
the Class Notes will
A-1 Notes entitled to
be entitled
will be to receive payments of
certain payments
receive certain of principal
principal
while the
while Class S
the Class Notes are
S Notes outstanding, the
are outstanding, Class A-2
the Class Notes will
A-2 Notes entitledto
be entitled
will be to receive certain payments
receive certain payments
of principal
of principal while
while the
the Class
Class S
S Notes
Notes and
and the
the Class
Class A-1
A-1 Notes
Notes are
are outstanding,
outstanding, the
the Class
Class B
B Notes
Notes will be
will be
entitled to
entitled receive certain
to receive payments of
certain payments of principal while the
principal while Class S
the Class Notes and
S Notes and the Class A
the Class Notes are
A Notes are
outstanding, the
outstanding, Class C
the Class Notes will
C Notes will be entitled to
be entitled payments of
certain payments
receive certain
to receive of principal while the
principal while Class S
the Class S
Notes, the
Notes, Class A
the Class Notes and
A Notes and the Class B Notes
the Class Notes are outstanding and
are outstanding Class D
the Class
and the D Notes will be
Notes will entitled to
be entitled to
receive certain
receive payments of
certain payments principal while
of principal while the Class S
the Class Notes, the
S Notes, Class A
the Class Notes, the
A Notes, Class B
the Class Notes and
B Notes and
the Class
the Class C Notes are
C Notes outstanding. In
are outstanding. In addition, the Income Notes
the Income Notes willwill be entitled to
be entitled receive certain
to receive certain
payments while
payments while the Notes are
the Notes outstanding. See
are outstanding. "Description of
See "Description Securities-Priority of
the Securities-Priority
of the Payments." To
of Payments." To
the extent
the extent that any losses are
that any incurred by the
are incurred the Issuer respect of
Issuer in respect any Collateral, such
of any losses will
such losses be borne
will be borne
first by
first by Holders
Holders of Income Notes;
the Income
of the then, by Holders
Notes: then, Holders of the Class
of the then, by
Notes: then,
Class D Notes; Holders of
by Holders the Class
of the Class
C Notes:
C Notes; then, by Holders
Holders of the
the Class B Notes;
Notes: then, by Holders
Holders of
of the Class A-2
A-2 Notes;
Notes; then,
then, by
by Holders
Holders
the Class S-2
of the
of S-2 Notes; then, by
Notes: then, Holders of the
by the Holders the Class A-1d Notes; then, by
Notes: then, Holders of
the Holders
by the of the Class A-
the Class A-
Ic Notes; then, by
1c Notes; then, by the Holders
Holders of the
the Class A-lb
A-1 b Notes;
Notes: then,
then, by the Holders of
of the
the Class
Class A-Ia
A-1 a Notes
Notes and
and
finally, by
finally, by Holders
Holders of the Class S-1
ofthe S-1 Notes. .

Payments of interest on the Class Class S-1 Notes due due on on any Payment Date Date will
will be senior to
be senior to
payments
payments of of interest
interest onon the Class S-2 S-2 Notes, the Class A-1 A-1 Notes, Class A-2 Notes, Class Class B Notes, Class
B Notes, Class
C
C Notes and Class D
Notes and D Notes and senior to payments on the Income Income Notes on on such Payment Date.
such Payment Date.
Payments of
Payments interest on the Class 5-2
of interest S-2 Notes due on any Payment Payment Date will will bebe paid rata with
pro rata
paid pro with
payments of
payments of interest
interest onon the Class A-1 Notes and the Class A-2 Notes and will senior to
be senior
will be payments of
to payments of
interest
interest on
on the
the Class
Class BB Notes, Class C C Notes and Class D D Notes and senior payments on
senior to payments on the Income
the Income
Notes on
Notes such Payment
on such Payment Date. Payments of interest on the Class A-1 Notes Notes duedue onon any Payment Date
any Payment Date
will
will be
be paid pro rata with payments of interest on the Class S-2 Notes
paid pro Notes and the Class A-2
the Class Notes and
A-2 Notes be
will be
and will
senior to payments of
senior to payments of interest on the Class B
B Notes, Class C
C Notes and
and Class
Class D
D Notes
Notes and
and senior
senior to
to
payments
payments on on the Income Notes on such Payment Date. Payments of interest
the Income interest on Class A-2
the Class
on the due
Notes due
A-2 Notes
on
on any
any Payment
Payment Date Date will be paid pro rata interest on
rata with payments of interest Class S-2
the Class
on the S-2 Notes the
and the
Notes and
Class
Class A-1
A-1 Notes
Notes and will be senior to payments of interest on the
the Class
Class BB Notes,
Notes, Class
Class CC Notes
Notes and
and
Class
Class DD Notes
Notes and and senior to payments on Notes on
Income Notes
on the Income Payment Date.
such Payment
on such Payments of
Date. Payments of
interest on the Class
interest on the Class BB Notes
Notes due
due on
on any Payment
Payment Date will be
be senior
senior to
to payments
payments of
of interest
interest on
on the
the
Class
Class C C Notes
Notes and and the Class D
the Class Notes and senior to
DNotes payments on the
to payments Income Notes
the Income Notes onon such Payment
such Payment
Date. Payments of interest the Class
Date. Payments of interest on the Class C
C Notes
Notes due
due on
on any Payment
Payment Date
Date will
will be
be senior
senior to
to payments
payments of
of
interest
interest on
on the
the Class and senior to
Notes and
Class DD Notes payments on
to payments on the Income Notes on
Income Notes Payment Date.
such Payment
on such Date.
Payments
Payments of on the
interest on
of interest Notes due
Class DDNotes
the Class on any
due on Payment Date
any Payment Date will senior to
be senior.
will be payments on
to payments the
on the
Income Notes
Income Notes on
on such
such Payment
Payment Date.
Date. See
See "Description
"DeSCription of
of the
the Securities."
Securities."

On
On any Date on
Payment Date
any Payment on which conditions are
certain conditions
which certain are satisfied funds are
and funds
satisfied and are available therefor,
available therefor,
the
the "shifting
"shifting principal" method ininclause
principal" method (xii) of
clause (xii) the Priority
of the Payments may
of Payments
Priority of Holders of
permit Holders
may permit of the Class AA
the Class
Notes"
Notes, the Class BB Notes,
the Class Notes and
Class CC Notes
Notes, Class Class 0) Notes
and Class payments of
receive payments
Notes toto receive principal inin
of principal
accordance
accordance with the Priority
with the Payments while
of Payments
Priority of while more Classes of
senior Classes
more senior of Notes outstanding and
remain outstanding
Notes remain and
may
may permit distributions of
permit distributions of Principal Proceeds toto the
Principal Proceeds Holders of
the Holders Notes, to
Income Notes,
the Income
of the to the extentfunds
the extent are
funds are
available in accordance with the Priority of Payments,
available in accordance with the Priority of Payments, while
while the
the Notes
Notes are
are outstanding.
outstanding. Amounts
Amounts property
properly
paid pursuant toto the
paid pursuant the Priority
Priority of Payments toto aajunior
of Payments Class of
junior Class Notes or
of Notes or toto the Income Notes
the Income will not
Notes will be
not be
recoverable
recoverable in
in the
the event
event of
of subsequent
~a subs~quent s!lortf~n inthe
shortfall in. required toto pay
amount required
the amount Class of
senior Class
more senior
pay aamore of
Notes. -'-'.' ---.--. --
-,~.
Notes.

38
38

......
Confidential Treatment
Confidential by Goldman
Requested by
Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825408
GS MBS-E-021825408
Footnote Exhibits - Page 5498

Holders of
Holders Controlling Class
the Controlling
ofthe Class may maynotnotbe able to/0effect
beable liquidation of
effectaaliquidation Collateralin
the Collateral
ofthe in an
an
Event of Default: Holders
Event of Default; Holders of other of other Classes
Classes of
ofNotes
Notes and
and the
the Income
Income Notes
Notes may
may be
be Adversely
Adversely Affected
Affected by
by
Actions
Actions ofof the
the Controlling
Controlling Class.
Class. If
If an
an Event
Event of
of Default
Default occurs
occurs and
and is
is continuing,
continuing, a a Majority
Majority· of of the
the
ControllingClass
Controlling Classwill willbe
beentitled determinethe
entitledtotodetermine remediesto
theremedies tobe exercised under
beexercised underthe Indenture; however,
the Indenture; however,
the Majority of the Controlling
the Majority of the Controlling Class Class will
will not
notbe
be able
able totodirect
direct aa sale
sale or
or liquidation
liquidation of
of the
the Collateral
Collateral unless,
unless,
. among
amongotherotherthings,
things,the theTrustee determinesthat
Trusteedetermines thatthe proceedsof
anticipatedproceeds
the anticipated suchsale
ofsuch saleor liquidation(after
orliquidation (after
"deducting
deductingthe thereasonable expensesofofsuch
reasonableexpenses saleor
such sale liquidation)would
orliquidation) wouldbe sufficienttotopay
besufficient payin fullthe
infull sum of
thesum of
(A) the principal (including
(A) the principal (including any
any Class
Class CC Deferred
Deferred Interest
Interest and
and Class
Class D0 Deferred
Deferred Interest)
Interest) and
and accrued
accrued
interest(including
interest (includingall all Defaulted Interest, and
Defaulted Interest, thereon) and
interestthereon)
and interest anyother
and any amounts due
otheramounts due with respectto
with respect to
all the outstanding Notes, (B) unpaid Administrative
all the outstanding Notes, (B) unpaid Administrative Expenses,
Expenses, (C)
(C) all
all amounts
amounts payable
payable by
by the
the Issuer to
Issuer to
the Synthetic
the Synthetic Security Security Counterparty
Counterparty or
or an
an assignee
assignee of
of aa Synthetic
Synthetic Security
Security (other
(other than
than Defaulted
Defaulted
Synthetic Security
Synthetic Security Termination Payments) net
Termination Payments) of all
net of payable to
amounts payable
all amounts to the Issuer by
the Issuer by anyany Synthetic
Synthetic
Security Counterparty or an assignee of a Synthetic
Security Counterparty or an assignee of a Synthetic Security,
Security, (D)
(D) all
all amounts
amounts payable
payable by
by Issuer to
the Issuer
the to
any Cashflow Swap
any Cashflow Swap Counterparty Counterparty (including
(including any
any applicable
applicable termination
termination payments
payments other
other than
than Defaulted
Defaulted
Cashflow Swap
Cashflow Swap Termination Payments) net
Termination Payments) net of all amounts
of all payable to
amounts payable to the Issuer by
the Issuer by any Cashflow Swap
any Cashflow Swap
Counterparty, (E) accrued and unpaid Deferred
Counterparty, (E) accrued and unpaid Deferred Structuring
Structuring Expenses,
Expenses, (F)
(F) accrued
accrued and
and unpaid
unpaid Collateral
Collateral
Management Fees,
Management Fees, including
including any any Cumulative Management Fees
Deferred Management
Cumulative Deferred Fees and and (G)(G) all items in
other items
all other in the
the
Priority of
Priority of Payments
Payments rankingranking priorprior to payments on
to payments Notes. There
the Notes.
on the can be no assurance
There can be no assurance that proceeds that proceeds
of a
of a sale
sale and together with
liquidation, together
and liquidation, all other
with all will be
funds, will
available funds,
other available sufficient to
be sufficient pay in
to pay full such
in full such
amount.
amount. In
In addition,
addition, even
even if
if the
the anticipated
anticipated proceeds
proceeds of
of such
such sale
sale or
or liquidation
liquidation would
would not
not be
be sufficient
sufficient to
to
pay in full such amount, the Holders of a SupraMajority of the Controlling
pay in full such amount, the Holders of a SupraMajority of the Controlling Class and
and any
any Cashflow
Cashflow Swap
Swap
Counterparty (unless
Counterparty (unless any Cashflow Swap
any such Cashflow Counterparty will
Swap Counterparty paid in
will be paid full the
in full amounts due
the amounts due toto itit other
other
than any
than any Defaulted Cashflow Swap
Defaulted Cashflow Payments at the
Termination Payments
Swap Termination time of
the time distribution of
of distribution of the proceeds of
the proceeds of
any sale
any sale oror liquidation
liquidation of of the Collateral) may
the Collateral) may direct the sale and liquidation of the the Collateral.
Collateral.

pursued by the Holders of the Class S-1


Remedies pursued
Remedies S-1 Notes and the A-1 Notes
Class A-1
the Class could be
Notes could be
adverse to the interests of the Holders of the
adverse to the interests of the HolderS of the Class S-2
S-2 Notes, the Class A-2 Notes, the Class B Notes,
B Notes,
the Class C
the Class C Notes,
Notes, the Class D
the Class D Notes and the Income Notes. After the Class S-1 Notes and
S-1 Notes Class A-
the Class
and the A-
1 Notes are no longer outstanding,
I Notes are no longer outstanding, the Holders
Holders of the Class S-2 Notes and
and Class
Class A-2
A-2 Notes
Notes will be
will be
entitled to
entitled determine the
to determine remedies to be exercised under the Indenture
the remedies (except as
Indenture (except noted above)
as noted above) if if an
an
Event
Event ofof Default
Default occurs.
occurs. After the Class S
After the S Notes and the Class A A Notes are no longer outstanding,
no longer outstanding, the the
Holders of
Holders of the
the Class
Class B Notes will be entitled to determine the remedies to
B Notes be exercised
to be under the
exercised under the
Indenture (except
Indenture (except as
as noted
noted above)
above) if
if an Event of Default occurs.
occurs. After
After the Class
Class S
S Notes,
Notes, the
the Class
Class A
A
Notes
Notes and
and the
the Class
Class BB Notes are no longer outstanding, the Holders of
Notes are of the Class C Notes will be entitled
Class C Notes will be entitled
to
to determine
determine the the remedies
remedies to to be exercised under the Indenture (except
be exercised (except as as noted above) ifif an
noted above) Event of
an Event of
Default
Default occurs.
occurs. After
After the
the Class
Class SSNotes, the
the Class A
A Notes, the
the Class
Class B
B Notes
Notes and
and the
the Class
Class C
C Notes
Notes are
are
no
no longer
longer outstanding,
outstanding, the the Holders of the Class
Holders of determine the
Notes will be entitled to determine
Class 0D Notes remedies to
the remedies be
to be
exercised under the Indenture (except
exercised under the Indenture (except as
as noted above)
above) if
if an
an Event
Event of
of Default
Default occurs.
occurs. See
See "Description
"Description of
of
the Securities-The
the Securities-The Indenture
Indenture and
and the Fiscal
Fiscal Agency
Agency Agreement-Events
Agreement-Events of
of Default."
Default."

COO
CDO Securities May Defer
Securities May Certain of
Interest. Certain
Defer Interest. of the Securities and
CDO Securities
the CDO and Synthetic Securities the
Synthetic Securities the
Reference
Reference Obligations
Obligations of
of which
which are
are CDO
COO Securities
Securities as
as of
of the
the Closing
Closing Date
Date consists
consists of
of or
or references
references PIK
PIK
Bonds.
Bonds. . While
While the
the Cashflow
Cashflow Swap Counterparty will
Swap Counterparty will make advances to
make advances to the Issuer to
the Issuer to cover certain
cover .certain
Cashflow Swap Shortfall Amounts
Cashflow Swap Shortfall Amounts that
that could
could result
result in
in aa shortfall
shortfall of
of current
current interest
interest payments
payments on
on the
the Class
Class
S
S Notes,
Notes, the
the Class
Class A
A Notes
Notes and
and the
the Class
Class B
B Notes,
Notes, the
the Issuer
Issuer may
may have
have insufficient
insufficient funds
funds as
as a
a result
result of
of
such deferrals or payments "in-kind" to make payments
such deferrals or payments "in-kind" to make payments on
on the
the Notes
Notes or
or distributions
distributions in
in respect
respect of
of the
the
Income
Income Notes.
Notes.
Status
Status of
ofthe
the Income Notes. The
Income No/es. Income Notes
The Income are unsecured
Notes are debt obligations
unsecured debt the Issuer
obligations ofofthe and
Issuer and
are not secured by the Collateral
are not secured by the Collateral Assets
Assets or
or the
the other
other Collateral
Collateral securing
securing the
the Notes.
Notes. As
As such,
such, the
the Holders
Holders .
of the
of the Income
Income Notes
Notes will
will rank
rank behind
behind the
the Holders
Holders of
of the
the Notes
Notes and
and any
any other
other secured
secured creditors
creditors as
as set
set forth
forth
ininthe
the Indenture
Indenture and
and pari
panpassu
passuwith the unsecured
with the creditors, whether
unsecured creditors, secured or
whether secured unsecured and
or unsecured known
and known
oror unknown, of the Issuer. No person-or
unknown, of the Issuer. No person "or entity
entity other
other than
than the
the Issuer
Issuer will
will be
be required
required to
to make
make any
any ~. -.-. --~ .: .--......
payments
payments on on the
the Income
Income Notes.
Notes. Except
Except with
with respect
respect to
to the
the obligations
obligations of
of the
the Issuer
Issuer to
to make
make payments
payments
pursuant
pursuanttotothe
the Priority
PriorityofofPayments
Payments (and outsideofofthe
(and outside Paymentswith
PriorityofofPayments
the Priority with respect Synthetic
theSynthetic
respecttotothe

39
39

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Requested by
Treatment Requested Sachs
GoldmanSachs GS MBS-E-021825409
GS MBS-E-021825409
Footnote Exhibits - Page 5499

Security Counterparties), the


Security the Issuer
Issuer does
does not
not expect
expect to
to have
have any
any creditors.
creditors. The
The funds
funds available
available to
to be
be paid
paid
to the
to Fiscal Agent
the Fiscal Agent for
for the
the benefit
benefit of
of the Holders
Holders of the
the Income
Income Notes
Notes will
will depend
depend in
inpart
part on
on the
the weighted
weighted
the Note
average of the
average Rates.
Interest Rates.
Note Interest
Amounts on
Amounts on deposit
deposit ininthe Income
Income Note
Note Payment
Payment Account
Account (as
(as defined
defined herein)
herein) will
will not
not be
be available
available
pay amounts
to pay amounts due due to
to the
the Holders
Holders of
of the Notes,
Notes, the
the Trustee,
Trustee, the Collateral
Collateral Manager, the the Cashflow
Cashfiow Swap
Swap
Counterparty, the
Counterparty, the Synthetic
Synthetic Security
Security Counterpar1y
Counterparty or any any other
other creditor
creditor of of the
the Issuer
Issuer whose
whose claim isis
limited ininrecourse
limited recourse to the
the Collateral. However,
However, amounts
amounts on deposit
deposit ininthe
the Income
Income Note
Note Payment
Payment Account
(as defined
(as defined herein)
herein) may
may be be subject
subject to
to the
the claims
claims of creditors
creditors of the Issuer
Issuer that
that have notnot contractually
contractually
limited their
limited their recourse
recourse to to the
the Collateral.
Collateral. The
The Indenture
Indenture andand the Fiscal
Fiscal Agency Agreement will limit limit the
the
Issuers activities
Issuer's activities to
to the
the issuance
issuance and
and sale
sale of
of the
the Securities,
Securities, the acquisition
acquisition and disposition of the the
Collateral Assets,
Collateral Assets, the
the acquisition
acquisition and
and disposition
disposition of,
of, and investment and and reinvestment in, in, the Eligible
Investments and the other activities related
Investments related to the
the issuance and the salesale ofof the
the Securities
Securities described
described under
under
'The Issuers".
"The Issuers". The The Issuer
Issuer does
does not
not expect
expect to have any significant full recourse
recourse liabilities that would be be
payable out
payable out of
of amounts
amounts on deposit
deposit in
inthe Income Note Payment Account (as (as defined herein).
herein).
Leveraged Investment. The
Leveraged Investment. The Income
Income Notes represent aa leveraged investment in in the underlying
underlying
Collateral Assets.
Collateral Assets. The use of of leverage
leverage generally
generally magnifies
magnifies an investor's
investor's opportunities for gain and risk
risk of
of
loss. Therefore,
loss. Therefore, changes
changes in in the
the market
market value
value of
of the Income Notes can be expected to be greater than
changes in
changes in the
the market
market value
value of
of the
the underlying
underlying assets included inin the Collateral Assets, which
which are also
subject to
subject to credit,
credit, liquidity
liquidity and
and interest rate risk.
risk.
Optional Redemption
Optional Redemption and and Tax
Tax Redemption of Securities.
Securities. Subject to the satisfaction of certain
conditions, the
conditions, the Securities
Securities may
may bebe optionally redeemed in in whole and not in in part (i)
(i) on any Payment Date
on or
on or after
after the March
March 2010
2010 Payment
Payment Date
Date in
in connection with an Optional Redemption by Liquidation at at
the written
the direction of, or
written direction or with
with the
the written
written consent of,
of, Holders of at least aa Majority of the Income Notes or or
(ii) on
(ii) on any
any Payment
Payment Date Date upon
upon the occurrence
occurrence of aa Tax Event, at the written direction of, or with the
written
written consent of, Holders of at least 66-2/3%66-2/3% of the aggregate outstanding notional principal amount of of
the affected
affected Income
Income Notes
Notes or the Holders of at least aa Majority of any Class of Notes, if as aa result of an an
occurrence of
occurrence of a Tax Event,
Event, such
such Class
Class of Notes has not received 100% 100% of the aggregate amount of
principal and
prinCipal and interest
interest due and payable on such Class of Notes. Subject to the satisfaction of certain
conditions, any
conditions, any Class or Classes
Classes ofof Notes
Notes may be optionally redeemed
redeemed in in whole and not in in part on any
any
Payment Date on or
Payment or after
after the March 2010 Payment Date in in connection with an Optional Redemption
Redemption byby
Refinancing at
Refinancing at the
the written direction of,
of, or with the written consent of, Holders of at least a Majority of the
Income
Income Notes. If If an Optional Redemption by Liquidation or Tax Redemption occurs, the Income Notes
will be redeemed
redeemed simultaneously. .

There can
There can be be no assurance that that after payment
payment of the Redemption Prices for the Securities Securities and all
other
other amounts payable in
amounts payable in accordance
accordance with the Priority of Payments, any additional Proceeds will remain
to distribute
to distribute to the Holders of of the Income
Income Notes upon redemption. See "Description "Description of the Securities-
Securities-
Optional
Optional Redemption"
Redemption" and "-Tax Redemption." Redemption." An Optional Redemption Redemption by Liquidation or Tax
Redemption
Redemption of the Securities
Securities could require the Collateral Manager to liquidate positions more
Collateral Manager more rapidly than
would
would otherwise be desirable, which could adversely affect the realized value of the Collateral Assets Assets
sold.
sold. InIn addition, the redemption
redemption procedures in in the Indenture
Indenture may may require the Collateral ManagerManager to
aggregate
aggregate securities to be sold together together inin one block transaction, thereby
thereby possibly resulting in a lower
in a lower
aggregate
aggregate realized value for the Collateral
Collateral Assets sold. In In any event, there can be no assurance that the the
market
market value of of the Collateral Assets will be be sufficient
sufficient for the Holders of the IncomeIncome Notes to direct an an
Optional
Optional Redemption
Redemption or, in in the
the case of a Tax
Tax Redemption, for the Holders Holders ofof the
the affected
affected Class of of Notes
or Income NotesNotes toto direct
direct aa Tax Redemption.
Redemption. A A decrease
decrease in the market
market value
value of the
the Collateral Assets
would
would adversely
adversely affect
affect the proceeds that could be be obtained
obtained uponupon a salesale of the Collateral Assets;
consequently,
consequently, the conditions
conditions precedent to to the exercise of anan Optional
Optional Redemption
Redemption by by Liquidation or a Tax
Tax
Redemption
Redemption may not not be met. The interests
interests of the Holders
Holders of the Income
Income Notes in in determining
determining whether to
elect to effect
effect an Optional
Optional Redemption
Redemption and and the
the interests
interests of
of the
the Holders
Holders of of the
the affected
affected Class
Class ofof Notes
Notes and
and
the
the Income
Income Notes
Notes with
with respect to a Tax Redemption
respectto-aTax Redemption may be be different
different from
from the interests of of the
the Holders -of
Holders of-'-
the
the other
other Classes
Classes of of Securities inin such
such respect. The The Holders of of the Securities
Securities also may may not
not bebe able to
invest
invest the proceeds
proceeds of of the redemption
redemption of of the
the Securities
Securities in oneone oror more
more· investments
investments providing a return

40
40

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Confidential Treatment
Confidential Goldman Sachs
Requested by Goldman Sachs GS MBS-E-021825410
GS MBS-E-02182S41 0
Footnote Exhibits - Page 5500

equaltotoororgreater
equal greaterthan the Holders
thanthe the Securities
Holdersofofthe expectedtotoobtain
Securitiesexpected from their
obtainfrom investmentin
their investment inthe
the
Securities. An Optional Redemption or a
Securities. An Optional Redemption or a Tax
Tax Redemption
Redemption will
willshorten
shorten the
the average
average lives
livesof
ofthe
theSecurities
Securities
andthe
and durationofofthe
theduration Securitiesand
theSecurities mayreduce
andmay theyield
reducethe theNotes.
maturityofofthe
yieldtotomaturity Notes.

Refinancing. Subject
Refinancing. Subjectto thesatisfaction
tothe conditions,the
certainconditions,
satisfactionofofcertain Issuer(at
theIssuer (atthe directionof
thedirection ofororwith
with
the written
the writtenconsent
consentofofthe the Holders
Holders of Majorityof
ofaaMajority theIncome
ofthe Notes)may
IncomeNotes) effectan
mayeffect OptionalRedemption
an Optional Redemption
throughan
through anOptional Redemptionby
OptionalRedemption Refinancing. Among
byRefinancing. Amongother reasons,the
otherreasons, Holdersof
the Holders ofthe IncomeNotes
theIncome Notes
may elect to
may elect to direct direct the
the Issuer
Issuer to
to effect
effect an
an Optional
Optional Redemption
Redemption by
by Refinancing
Refinancing if
if interest
interest rates
rates on
on
investments similar
investments similartoto any Classor
any Class ClassesofofNotes
orClasses Notesfallfallbelow levelsor
current levels
belowcurrent orififsuch Holdersotherwise
such Holders otherwise
expect the
expect the Issuer
Issuer toto bebe able
able to achieve improved
to achieve exercised, such
pricing. IfIf exercised,
improved pricing. such Optional Redemption by
Optional Redemption by
Refinancing would
Refinancing would result
result in eachsuch
in each such.Class Notes being
Class ofofNotes redeemed atatthe
beingredeemed Redemption Price
the Redemption Price in
inrespect
respect
thereof at
thereof at aa time when they
time when they may may be trading in
be trading market at
the market
in the premium and
at aa premium when other
and when other investments
investments
bearing the
bearing the same same rate
rate of
of interest
interest relative
relative to
to the
the level
level of
of risk
risk assumed
assumed may
may be
be difficult
difficult or
or expensive
expensive toto
acquire. In
acquire. addition, ifif any
In addition, Class or.
any Class Classes of
or. Classes Notes are
of Notes redeemed in
are redeemed connection with
in connection with anan Optional
Optional
Redemption by
Redemption Refinancing in
by Refinancing in which additional notes
which additional issued or
are issued
notes are borrowings under
or borrowings under secured loans are
secured loans are
made, the
made, the Income Notes will
Income Notes be, and
will be, Classes of
certain Classes
and certain Notes may
of Notes may be, subordinate to
be, subordinate payments on
to payments on such
such
additional notes
additional notes or or secured loans. The
secured loans. additional notes
The additional issued, or
notes issued, secured loans
or secured obtained, as
loans obtained, the case
as the case
may be, in connection with
may be, in connection with an Optional an Optional Redemption
Redemption by
by Refinancing
Refinancing would
would have
have such
such terms
terms and
and priorities
priorities
as are
as are negotiated
negotiated at at the time and
the time that are
and that forth in
set forth
are set supplemental indenture.
in a supplemental indenture.

There can
Auction. There
Auction. be no
can be Auction of
no assurance that an Auction the Collateral
ofthe on any
Collateral on Auction Date
any Auction will be
Date will be
successful. The
successful. The failure of an
failure of Auction may
an Auction may lengthen the expected average lives of the Notes and the
average lives of the Notes and the
duration of
duration of the
the Income
Income Notes, may reduce the yield to
Notes, may maturity of
to maturity Notes and may
of the Notes affect the
adversely affect
may adversely the
yield
yield on
on the
the Income
Income Notes.
Notes. A
A successful Auction
Auction of the
the Collateral
Collateral is
is not
not required
required to
to result
result in
in any
any proceeds
proceeds
for distribution
for distribution to to the Holders of the
the Holders Income Notes. Accordingly, in
the Income in the event of of an Holders of
AUction, Holders
an Auction, of
Income Notes
Income Notes may have their Income
may have receMng any
redeemed without receiving
Income Notes redeemed distributions on
additional distributions
any additional on
such
such Income Notes. In
Income Notes. addition, the success of
In addition, shorten the average lives
of an Auction will shorten lives of Notes and
the Notes
of the and
the duration of the Securities
the duration of the Securities and may reduce the yield to maturity
maturity of the Notes.
Notes.

Redemption of Notes. If
Mandatory Redemption
Mandatory AB Overcollateralization Test
If the Class AlBOvercollateralization Test is met on
not met
is not on the
the
Determination
Determination Date
Date immediately
immediately preceding a
a Payment Date, Proceeds that
that otherwise
otherwise might
might have
have been
been
distributed to
distributed to the Holders of
the Holders the Class C
of the C Notes, the Class 0 D Notes and and the IncomeIncome Notes Notes will used to
be used
will be to
redeem,
redeem, first,first, the
the Class
Class A-1
A-1 Notes until paid in
in full (in
(in accordance with the
the Class A-1
A-1 Note
Note Payment
Payment
Sequence),
Sequence), second, second, the the Class S-2 Notes uritil until paid in in full, third, the .ClassClass A-2 Notes Notes until paid in
until paid in full and
full and
fourth, the Class B Notes until
fourth, the Class B Notes until paid
paid in
il) full. If
If the
the Class C
C Overcollateralization Test
Test is
is not
not met
met on
on the
the
Determination
Determination Date immediately preceding aa Payment Date, Proceeds that
Date immediately otherwise might
that otherwise have been
might have been
distributed
distributed to to the Holders of
the Holders of the Class 0DNotes
the Class and/or the Holders of the Income
Notes and/or Income Notes Notes will will be used (a)
be used (a)to to
redeem,
redeem, from
from Principal
Principal Proceeds
Proceeds only, pro rata, the Class
Class A
A Notes
Notes until
until paid
paid in
in full
full (provided,
(provided, that
that the
the
Class A-1
Class A-1 Notes
Notes will
will be paid in
be paid accordance with
in accordance with the Class A-1 Note Payment Sequence),
the Class Sequence), the Class BB
the Class
Notes until paid in
Notes until paid in full and full and the
the Class
Class C
C Notes
Notes until
until paid in
in full; provided,
provided, however,
however, that
that if
if the Net
the Net
Outstanding
Outstanding Portfolio Balance isisless
Collateral Balance
Portfolio Collateral less than U.S.$500,000,000, then
than U.S.$500,OOO,OOO, then such amount shall
such amount shall be paid
be paid
first,
first, to
to the
the payment
payment of of prinCipal
principal ofof all outstanding Class
all outstanding Class A-1 accordance with
Notes ininaccordance
A-1 Notes with the Class A-1
the Class Note
A-1 Note
Payment
Payment Sequence
Sequence until
until the
the Class
Class A-1
A-1 Notes
Notes are
are paid
paid in
in full,
full, second,
second, to
to the
the payment
payment of
of principal
principal of
of all
all
outstanding
outstanding Class Class A-2A-2 Notes until the
Notes until Class A-2
the Class Notes are
A-2 Notes are paid in full, third, to the payment
paid in full, third, to the payment of principal of of principal of
all outstanding Class B Notes
all outstanding Class B Notes until
until the
the Class
Class BB Notes
Notes are
are paid
paid in
in full,
full, and
and fourth,
fourth, to
to the
the payment
payment of
of
principal
principal of of all
all outstanding
outstanding ClassClass CCNotes, until the
Notes, until Class CCNotes
the Class Notes are paid ininfull
are paid and (b)
full and with any
pay, with
(b)toto pay, any
remaining
remaining Proceeds,
Proceeds, the principal of
the principal outstanding Class
all outstanding
of all Class CCNotesNotes untiluntil the Class CCNotes
the Class Notes are are paid full.
paid ininfull.
IfIfthe Class
the Class 0D OVercollateralization
Overcollateralization Test
Test is
is not
not met
met on
on the
the Determination
Determination Date
Date immediately
immediately preceding
preceding aa
Payment
Payment Date, Date, Proceeds
Proceeds that otherwise might
that otherwise might have have been distributed toto the
been distributed Holders of
the Holders ofthe Class CCNotes
the Class Notes
and
and the the Income
Income NotesNotes will be used
will be redeem the
used toto redeem Class 0D Notes
the Class Notes until paid ininfull.
until paid full. The foregoing
The foregoing
redemptions
redemptions could result inin an
could result elimination, deferral
an elimination, reduction ininthe
deferral oror reduction amounts available
the amounts available toto make make
payments
payments toto the the Holders
Holders of of the Notes, the
Class CCNotes,
the Class Class 0DNotes
the Class Notes and the Income Notes.
and the Income Notes. See "Security See "Security
for
for the
the Notes-The
Notes-The Coverage Tests." Any
Coverage Tests." Any such redemptions will
such redemptions shorten the
will shorten average life
the average the
life ofof the
.. redeemed
redeemed Notes, Notes, maymay lower
lower thethe yield maturity of
yieldtoto maturity Notes and
the Notes
ofthe and may adversely affect
may adversely affectthe, yield911
the,yield the.
9D the. ~ ... --::-:--.:...;::
... :"'
Income Notes.
Income Notes.

4141

Confidential
Confidential Treatment Requested by
Treatment Requested Sachs
GoldmanSachs
byGoldman MBS-E-02182541.1
GS MBS-E-021825411
GS
Footnote Exhibits - Page 5501

Accumulation. In
CollateralAccumulation.
Collateral anticipationofofthe
Inanticipation issuanceofofthe
theissuance Securities,an
theSecurities, affiliateofofGoldman,
anaffiliate Goldman,
.Sachs
Sachs&&Co. Co.hashas agreed "warehouse"up
agreedtoto 'Warehouse" U.S.$1,OOO,OOO,OOOaggregate
approximatelyU.S.$1,000,000,000
uptotoapproximately aggregate Principal
Principal
Balance (or,
Balance (or, in
inthe
the casecase ofofSynthetic Reference Obligation
Securities, Reference
SyntheticSecurities, Amount) ofofCollateral
NotionalAmount)
Obligation Notional Collateral
Assetsand
Assets andup U.S.$930,OOO,OOOaggregate
uptoto U.S.$930,000,000 aggregate principal amountofofDefault
principal amount DefaultSwap selectedby
Collateral selected
Swap Collateral by
the Collateral
the Collateral Manager
Manager for
for resale
resale toto the
the Issuer
Issuer pursuant
pursuant to
to the
the terms
terms of
of a a forward
forward purchase
purchase agreement.
agreement.
AsAs part
part ofofthe
thewarehouse arrangement, such
warehouse arrangement, such affiliate Goldman, Sachs
affiliate ofofGoldman, Sachs & Co., the
& Co., Issuer and
the Issuer and third
third
parties may enter into certain ancillary
ancillary arrangements
arrangements under
under which
which the
the risk
risk of
of loss
loss ofof the
the value
value of
of the
the
parties may enter into certain
CollateralAssets
Collateral duringthe
Assetsduring accumulation period
the accumulation periodwill will be shared. Of
beshared. Of such amount of Collateral Assetsto
such amount of Collateral Assets to
bebe"warehoused",
"warehoused", ititis expectedthat
is expected portionwill
thataaportion willbe purchasedfrom
be purchased affiliatesof
from affiliates Goldman, Sachs
ofGoldman, Sachs & &Co.Co.
andaaportion
and portionwill
willbe purchasedfrom
be.purchased fromthird parties. ItItis
thirdparties. expectedthat
alsoexpected
isalso portion of
thataaportion suchamount
ofsuch amountwill willbe be
the Issuer and Goldman, Sachs &&
represented by one or more Synthetic Securities entered into between
represented by one or more Synthetic Securities entered into between the Issuer and Goldman,
to the terms
Sachs
of the
Co. or an affiliate
Co. or an affiliate thereof thereof wherein
wherein the
the Issuer
Issuer will
will be
be selling
selling credit
credit protection.
protection. Pursuant
Pursuant to the terms of the
forward purchase
forward agreement,the
purchase agreement, Issuerwill
the Issuer will be obligated to
be obligated purchasethe
to purchase ''warehoused'' assets
the "warehoused" assets provided
provided
such Collateral Assets satisfy certain eligibility criteria
such Collateral Assets satisfy certain eligibility criteria on
on the
the Closing
Closing Date
Date for
for a
a formula
formula purchase price
purchase price
designed to
designed to reflect reflect the
the yields
yields or
or spreads
spreads (or
(or premiums
premiums inin the
the case
case of
of Synthetic
Synthetic Securities)
Securities) at
at which
which the
the
Collateral Assets were purchased (using the prepayment
Collateral Assets were purchased (using the prepayment speed
speed and
and other
other assumptions
assumptions· used
used to
to set
,set the
the
initial price
initial price ofofeach
each individual asset), as
individual asset), adjustedfor
as adjusted forany hedging gain
any hedging gain or loss and
or loss any loss
and any loss or gain on
or gain on any
any
Collateral Assets
Collateral Assets soldsold to to aa party than the
other than
party other the Issuer during the
Issuer during warehousing period.
the warehousing Consequently, the
period. Consequently, the
market values
market values of of"warehoused" Assets at
Collateral Assets
''warehoused'' Collateral ClOSing Date
the Closing
at the may be
Date may than or
less than
be less greaterthan
or greater than thethe
formula
formula purchase
purchase price
price paid
paid by
by the
the Issuer. In
In addition,
addition, if a
a Collateral
Collateral Asset
Asset becomes
becomes ineligible
ineligible during
during the
the
warehousing period
warehousing period and and is purchased by
not purchased
is not Issuer on
the Issuer
by the on thethe Closing Date, or
Closing Date, if a
or if Collateral Asset
a Collateral Asset is is
otherwise sold at the
otherwise sold at the direction direction of
of the
the Collateral
Collateral Manager
Manager or
or Goldman,
Goldman, Sachs.&
Sachs.& Co.
Co. (which
(which sale
sale may
may only
only
occur with
occur with the consent of
the consent Goldman, Sachs
of Goldman, Sachs & Co.'s), the
& Co.'s), Issuer will
the Issuer bear the
will bear loss or
the loss receive the
or receive gain on
the gain on the
the
sale of such Collateral Asset to
sale of such Collateral Asset to a third
third party. .

Disposition of
Disposition of Collateral Assets by
Collateral Assets the Collateral Manager
by the Manager Under Circumstances. Under
Certain Circumstances.
Under Certain Under
the Indenture, the Collateral Manager has the right,
the Indenture, the Collateral Manager has the right, but is not
is not obligated, to direct the Issuer to
the Issuer to sell, at a
sell, at a
price equal to the fair market value, Collateral
price equal to the fair market value, Collateral Assets meeting
meeting the definition of
of Credit
Credit Risk Obligations,
Obligations,
Defaulted Obligations or
Defaulted Obligations equity securities subject to satisfaction of the
or equity the conditions described herein.
conditions described Such
herein. Such
sales of
sales of Collateral Assets may result in
Collateral Assets losses may result in the reduction
in losses by the Issuer, which losses may result in the reduction or or
withdrawal of the rating of any or all of
withdrawal of the rating of any or all of the Notes by any of the Rating Agencies. On
On the
the other
other hand,
.hand,
circumstances may
circumstances may exist
exist under in the best interests of
is in
under which itit is of the Issuer or
the Issuer or the Holders of
the Holders the
of the
Securities
Securities to dispose of
to dispose Collateral Assets, but the Collateral Manager
of Collateral Manager does not direct
does not the Issuer or
direct the Issuer or the the
Issuer
Issuer does
does not
not otherwise sell such
otherwise sell Collateral Assets.
such Collateral
Average
Average Lives, Duration and
Lives, Duration Considerations. The
Prepayment Considerations.
and Prepayment average lives
The average of the
lives of (other
Notes (other
the Notes
than
than the
the Class
Class S
S Notes)
Notes) and
and the
the duration
duration of
of the
the Securities
Securities is
is expected
expected to
to be
be shorter
shorter than
than the
the number
number of
of
years
years until
until their
their Stated
Stated Maturity.
Maturity. See and
Average Life and
'Weighted Average
See ''Weighted Yield Considerations."
Considerations."

The
The average
average lives of the
lives of and the
Notes and
the Notes duration of
the duration Securities will
the Securities
of the be affected
will be by the
affected by financial
the financial
condition
condition of
of the
the obligors
obligors on
on or
or issuers
issuers of
of the
the Collateral
Collateral Assets
Assets and
and the
the characteristics
characteristics of
of the
the Collateral
Collateral
Assets,
Assets, including
including the
the existence
existence and frequency of
and frequency exercise of
of exercise of any prepayment, optional
any prepayment, redemption or
optional redemption or
sinking fund features, the prepayment speed, the occurrence
sinking fund features, the prepayment speed, the occurrence of
of any
any early
early amortization
amortization events,
events, the
the
prevailing the redemption price, the
redemption price, default rate
actual default
the actual the actual
and the
rate and level of
actual level of
level of
prevailing level of interest
interest rates,
rates, the
recoveries in respect
recoveries in respect of
of any
any Defaulted
Defaulted Obligations,
Obligations, the
the frequency
frequency of
of tender
tender or
or exchange
exchange offers
offers for
for the
the
Collateral
Collateral Assets
Assets and
andthe tenorofofany
thetenor salesof
anysales ofCollateral Assets.
Collateral Assets.
Some
Some ororallall ofofthe
thesecurities underlyingthe
securities underlying CDO Securities
the COO may be
Securitiesmay prepaid atatany
beprepaid (although
time (although
any time
certain
certain of
of such
such securities
securities may
may have
have "lockout"
"lockout" periods,
periods, defeasance
defeasance provisions,
provisions, prepayment
prepayment penalties
penalties or
or
other disincentives to prepayment). Defaults on and
other disincentives to prepayment). Defaults on and liquidations
liquidations of
of the
the securities
securities and
and other
other collateral
Collateral
underlying
underlyingthe the COO
CDO Securities may also
Securities may leadtotoearly
alsolead thereof. The
repaymentthereof.
early repayment existenceand
The existence frequencyofof
andfrequency
such
such prepayments,
prepayments, optional
optional redemptions, defaults and
redemptions, defaults liquidations will
and liquidations affect the
will affect average lives
the average and
of,and
lives of,
bredit gupport for, the Notes and the duration of
'-credit' support for; the Notes and the duration of the
the Securities.
Securities. See
See "-Collateral
"-Collateral Assets,"
Assets;" 'Weighted
''Weighted· -
Average
Average Life
Lifeand
and Yield
Yield Considerations"
Considerations" and
and "Security
"Security for
for the
the Notes."
Notes."

42
42

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ConfidentialTreatment
Treatment Requested Sachs
GoldmanSachs
RequestedbybyGoldman MBS-E-021825412
GS MBS-E-02182S412
. GS
-
Footnote Exhibits - Page 5502

Projections, Forecasts and


Projections, Forecasts Estimates of
Estimates. Estimates
and Estimates. the weighted
of the lives of,
average lives
weighted average and returns
of, and returns
on, the Notes
on, the included herein,
Notes included together with
herein, together any other
with any forecasts and
projections, forecasts
other projections, and estimates provided to
estimates provided to
purchasers of
prospective purchasers
prospective of the Securities, are
the Securities, statements. Such
looking statements.
forward. looking
are forward. statements are
Such statements are
speculative in
necessarily speculative
necessarily nature, as
in nature, as they based on
are based
they are on certain assumptions. It
certain assumptions. can be
It can expected that
be expected that
some
some or
or all
all of
of the
the assumptions
assumptions underlying
underlying such
such statements
statements will
will not
not reflect
reflect actual
actual conditions.
conditions. Accordingly,
Accordingly,
can be
there can
there be no assurance that
no assurance any estimated
that any forecasts or
projections, forecasts
estimated projections, estimates will
or estimates realized or
be realized
will be or that
that
the forward
the looking statements
forward looking will materialize,
statements will and actual
materialize, and results may
actual results vary from
may vary the projections,
from the and the
projections, and the
may be
variations may
variations be material.
material.

Some important factors


Some important that could
factors that cause actual
could cause to differ
results to
actual results differ materially those in
from those
materially from in any
any
forward looking statements
forward looking changes in
include changes
statements include interest rates,
in interest market, financial
rates, market, legal uncertainties,
or legal
financial or uncertainties,
levels of default,
levels of liquidation and
default, liquidation prepayments of
and prepayments the underlying
of the between the
mismatches between
underlying assets, mismatches timing of
the timing of
receipt of
and receipt
accrual and
accrual Proceeds from
of Proceeds the Collateral
from the Assets and
Collateral Assets effectiveness of
the effectiveness
and the of the Cashflow Swap
the Cashflow Swap
among others.
Agreement, among
Agreement,
None of
None of the Issuer, the
the Issuer, the Collateral
the Co-Issuer, the Manager, the
Collateral Manager, Purchaser or
Initial Purchaser
the Initial or any of their
any of their
respective affiliates has any obligation to update or otherwise revise
respective affiliates has any obligation to update or otherwise revise any projections,
projections, including any
any
revisions toto reflect economic conditions or
reflect changes in economic or other after the
circumstances arising after
other circumstances hereof or
date hereof
the date or
the occurrence of
reflect the
to reflect unanticipated events, even if the
of unanticipated assumptions do
underlying assumptions
the underlying come to
do not come to
fruition.
Dependence of
Dependence of the Issuer on Issuer has no employees and
Collateral Manager. The Issuer
on the Collateral and is is
dependent
dependent on the employees
employees of the Collateral
Collateral Manager
Manager to advise the Issuer
Issuer in
in accordance
accOrdance with the
the terms
terms
of Indenture and the Collateral
of the Indenture Agreement. Consequently, the loss
Management Agreement.
Collateral Management loss of one or more of thethe
individuals employed
individuals Manager to
Collateral Manager
employed by the Collateral to administer Collateral Assets or to provide
administer the Collateral provide
disposition related services in Collateral Assets could have an adverse effect, which effect
in respect of the Collateral effect
may be material, performance of
material, on the performance of the Issuer. See 'The Collateral Manager"
See "The "The Collateral
Manager" and "The
Management Agreement."
Management Agreement."

Collateral Assets
General. The following description of the Collateral Assets, the Default Swap
Swap Collateral and the
Collateral and the
documents and the risks related thereto is general
Reference Obligations and the underlying documents
Reference in nature.
general in
Prospective purchasers of the Securities should review the summaries
Prospective Collateral Assets and
summaries of the initial Collateral and
B to this Offering Circular.
in Appendix B
Reference Obligations set forth in

Nature of Collateral. The Collateral isis subject to credit, liquidity, prepayment and interest rate
and interest rate
risks. The amount and nature of collateral securing the Notes has been been established to withstand certain
to withstand certain
assumed deficiencies inin payment occasioned by defaults in Collateral Assets and
in respect of the Collateral the
and the
Notes." IfIf any deficiencies exceed such assumed levels,
Reference Obligations. See "Ratings of the Notes." levels,
however, payment of the Notes could be adversely affected. To the extent that
however, that a default
default or event
credit event
or credit
occurs with respect to any Collateral Asset securing the Notes and the Collateral Manager Manager exercises its
exercises its
of such Collateral Asset,
right to cause the sale or other disposition of
right not likely that
Asset, itit isis not proceeds of
the proceeds
that the of
to the amount of principal and
equal to
such sale or other disposition will be equal
such and interest owing Issuer in
the Issuer
to the
owing to in
such Collateral Asset.
respect of such

market value
The market Collateral Assets and
the Collateral
value of the and the Reference Obligations fluctuate
Obligations generally will fluctuate
the Reference
financial condition of the
things, the financial
with, among other things, Obligations and
Reference Obligations obligors on
and obligors or issuers
on or issuers
of the Collateral Assets and Obligations, the
and the Reference Obligations, quality of
the credit quality pool of
underlying pool
of the underlying assets
of assets
inany Collateral Asset or
in or Reference Obligation, the
Reference Obligation, Counterparty, general
Synthetic Security Counterparty,
the Synthetic economic
general economic
conditions, certain financial markets, political
conditions, the condition of certain events, developments or
political events, or trends
trends in in any
any
industry and changes in
particular industry in prevailing rates. None of
prevailing interest rates. of the
the Issuer, the Co-Issuer,
Issuer, the Co-Issuer, the Initial
the Initial
the Collateral
Purchaser, th.e
Purchaser, Manager, the Collateral Administrator or the Trustee
Collateral Manager, liability or
any liability
has any
Trustee has or
the Holders
to the
obligation to
obligation Holders of Securities as
of Securities as to to the amount or or value
value of, or decrease inin the
of, or value of,
the value the
of, the
__ Collateral A_sse~s
Collateral Assets from
from time
time to time.
to time. .

43
43

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Treatment Requested
Confidential Treatment Sachs
Goldman Sachs
by Goldman GS MBS-E-021825413
GS MBS-E-021825413
Footnote Exhibits - Page 5503

If aa Collateral
If Asset becomes aa Credit Risk
Collateral Asset Risk Obligation or Defaulted Obligation,
or aa Defaulted Obligation, the Collateral
Manager may may direct the
the Issuer
Issuer to
to sell, the affected Collateral Asset.
sell, terminate or assign the Asset. There can be be no
no
assurance as to the timing of the Issuer's
assurance Issuer's sale,
sale, termination or assignment of of the
the affected
affected Collateral
Collateral Asset,
Asset,
or as
or as to the rates
rates of
of recovery on such affected Collateral Asset. Asset. The inability to realize immediate
to realize
recoveries at
recoveries at the recovery levels
levels assumed
assumed herein may result in in lower
lower cash
cash flow
flow and aa lower yield to to
maturity of the Notes
maturity Notes and may adversely affect the yield yield on the Income Notes.
Synthetic Securities.
Synthetic Securities. Approximately 93.00% of the Collateral Assets (by Principal Balance) as
as of
of
are expected to consist of Synthetic
the Closing Date are Synthetic Securities. All of the Reference Obligations
referenced in
inthe Synthetic Securities are expected to be COO
CDO Securities.
The economic
The economic retum·
retum on aa Synthetic Security depends substantially upon the performance of the the
related Reference
related Reference Obligation and partially
partially upon the performance of the collateral posted
posted by
by the Issuer
Issuer to
to
secure its
secure its obligations
obligations to
to the
the Synthetic Security Counterparty on deposit in in the_
the. Default Swap Collateral
Account. Synthetic
Account. Synthetic Securities
Securities generally
generally have
have probability
probability of default, recovery
recovery upon default and expected
expected
loss characteristics,
loss characteristics, which are closely
closely correlated
correlated to the corresponding Reference Obligation,
Obligation, but may
may
have different
have different maturity
maturity dates,
dates, coupons,
coupons, payment dates or other non non credit characteristics than the
corresponding Reference
corresponding Reference Obligation.
Obligation. InInaddition to the credit risks associated with holding the Reference
Obligation, with
Obligation, with respect
respect to Synthetic Securities, the Issuer will usually have aa contractual relationship only
with the
with the related Synthetic Security Counterparty, and not with the Reference Obligor of the Reference
Obligation. Due to the fact that aa Synthetic Security may be illiquid or may not be terminable on demand
(or terminable
terminable on on demand only upon payment of aa substantial fee by the Issuer), the Issuer's ability to to
dispose of
dispose of aa Synthetic
Synthetic Security, ifif circumstances arise permitting such disposal, may be limited. Any
settlement payments
settlement payments and termination payments payable by the Issuer (net of any termination payments
owing by
owing by the
the Synthetic
Synthetic Security Counterparty) to the Synthetic Security Counterparty will reduce the
amount available
amount available to
to pay
pay the
the Holders
Holders of the Income Notes and the Notes in in inverse order of seniority. The
Issuer generally
Issuer generally will have no right to directly enforce compliance by the Reference Obligor with the terms
of the
of the Reference
Reference Obligation
Obligation nor any rights of set off against the Reference Obligor, nor have any voting
rights with
rights with respect
respect to the Reference Obligation. The Issuer will not directly benefit from the collateral
supporting the the Reference Obligation and will not have the benefit of the remedies that would normally be be
available to aa holder
holder of such Reference Obligation.
Because neither the Synthetic
Because Counterparty nor the Issuer is
SynthetiC Security Counterparty is required to hold any
any
Reference Obligation, the
Reference Obligation, the Issuer
Issuer will
will not
not have any right to obtain from either the Synthetic Security
Counterparty or or the
the Reference
Reference Obligor information on the Reference Obligations or information regarding
any Reference Obligor.
Obligor. The
The -Synthetic
Synthetic Security Counterparty
Counterparty will have no obligation to keep the Issuer,
the Trustee,
the Trustee, the
the Collateral Manager, the Collateral Administrator, the Holders of the Notes or the Holders
Collateral Manager,
of the Income
Income Notes informed as to matters arising in in relation to any Reference Obligation including
whether or not circumstances exist under which there isis aa possibility of the occurrence of aa Credit Event
whether Event
of aa Floating Amount
of Event.
Amount Event.

Inaddition, in
In in the event of the insolvency of the Synthetic Security Counterparty,
Counterparty, the Issuer will bebe
treated
treated as a a general creditor of such
such Synthetic
Synthetic Security Counterparty,
Counterparty, and will not have any claim with
respect to the Reference
Reference Obligor or the Reference Obligation. Consequently, the Issuer will be subject to to
the credit
the credit risk of
of the
the Synthetic Security Counterparty
Counterparty as well as that of the Reference Obligor and the
Reference
Reference Obligation. As a result, concentrations of Synthetic Synthetic Securities in
in any one Synthetic Security
anyone Security
Counterparty
Counterparty subject the the Notes
Notes and the Income
Income Notes to an additional degree
degree of risk with respect to to
defaults by such Synthetic Security Counterparty. It It is
is expected that Goldman Sachs International, an an
affiliate of Goldman,
affiliate of Goldman, Sachs
Sachs &&Co., will act as the sole Synthetic Security Counterparty with respect to the the
Synthetic Securities, which creates concentration risk and may create certain conflicts of interest. In
SynthetiC Securities, In
addition,
addition, neither the Synthetic Security
Security Counterparty
Counterparty nor its affiliates will be (or will be deemed to be be
acting as) the agent or trustee of the Issuer, the Holders of the Notes or the Holders of the Income Notes
in
in connection with the the exercise
exercise of, or the failure to exercise, any of the rights or powers of the SynthetiC
Synthetic
Security
Security Counterparty
Counterparty and/or its affiliates arising under or in in connection with their respective holding of
any Reference
Reference Obligation. The Synthetic
SynthetiC Security Counterparty
Counterparty and its affiliates (i)
(i) may-'"deal
may deal inin- any
any
Reference Obligation, (ii) (ii) may generally
generally engage in in any kind of commercial or investment
investment banking or other
other

44
44

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Confidential Goldman Sachs
Treatment Requested by Goldman Sachs GS MBS-E-021825414
GS MBS-E-021825414
Footnote Exhibits - Page 5504

transactions with
business transactions
business issuer of
any issuer
with any of a Reference Obligation,
a Reference (iii) may
and (iii)
Obligation, and may act with respect to
act with to
described in the
transactions described clauses (i)
preceding clauses
the preceding (ii) in the
(i) and (ii) the same the Synthetic
manner as ifif the
same manner Synthetic
and the
Securities and
Securities the Notes did not
Notes did exist and
not exist regard to
without regard
and without any such
whether any
to whether might have
such action might have anan
adverse affect
adverse on such
affect on Reference Obligation,
such Reference the Issuer, the
Obligation, the Holders of
the Holders the Notes
of the Holders of
or the Holders
Notes or of the
the
Income Notes.
Income Notes.

All of
All Synthetic Securities are
the Synthetic
of the structured as
are expected to be structured "pay-as-you-go" credit default
as "pay-as-you-go" default
swaps. The
swaps. The obligation of Issuer to
of the Issuer to make Synthetic Security
payments to the Synthetic
make payments under the
Counterparty under
Security Counterparty the
Synthetic Securities
Synthetic Reference Obligations (as
exposure to the related Reference
creates credit exposure
Securities creates well as
(as well the default
as to the default
risk of
of the Synthetic Security
related Synthetic
the related occurrence of a
Following the occurrence
Counterparty). Following
Security Counterparty). a Credit Event, the
Credit 'Event, the
may be
Issuer may
Issuer be required pay to the Synthetic Security
required to pay Counterparty a
Security Counterparty a "physical paymenf'. In
settlement payment".
"physical settlement In
may require the Issuer, in
Security may
each Synthetic Security
addition, each its capacity as protection
in its pay certain
protection seller, to pay certain
Amounts to the Synthetic Security
Floating Amounts Counterparty equal to
Security Counterparty to certain principal shortfall amounts,
writedown payments
writedown interest shortfalls
payments and interest the Reference Obligation upon
shortfalls with respect to the upon the occurrence
thereof. The payment of any such
The payment Credit Protection
such Credit Floating Amounts
Amounts and Floating
Protection Amounts funded by the
Amounts will be funded
Issuer, through
issuer, Default Swap
through the liquidation Default as described herein. The
Collateral as
Swap Collateral The Synthetic Security
Security
Counterparty will be
Counterparty obligated to reimburse all or
be obligated or part of such payments to the
part of Issuer if the writedown
the Issuer
payments of the related shortfalls are ultimately paid to holders of
payments Obligations or
of the Reference Obligations the
or ifif the
Reference Obligations are written
related Reference written up, the amounts available to the Issuer
the amounts payments in
make payments
Issuer to make in
respect of the Notes and the Income Income Notes may be be reduced after Issuer of the relevant
after payment by the Issuer relevant
payment to the Synthetic Security Counterparty reimbursement, if any, from
Counterparty until the Issuer receives such reimbursement, from
Counterparty. Any Floating
the Synthetic Security Counterparty. Amounts or Credit
Floating Amounts Amounts payable by
Protection Amounts
Credit Protection by thethe
Issuer, may result in in a reduction of the Reference Obligation Notional Amount Synthetic
Amount of the related Synthetic
Security, and therefore reduce the amounts amounts payable by the Synthetic Security Counterparty
Counterparty and and the the
amount of interest collections available to pay interest on the Notes and distributions to Income Income Notes.
Notes. In In
Credjt Protection Amounts would reduce the Default Swap Collateral
Amounts or Credit
addition, any Floating Amounts
on deposit in in the Default Swap Collateral Account that is is available to pay the principal of of the Notes and and
may reduce the interest collections available to pay interest on the Notes.
may
Determination of the Floating Amounts and Additional Fixed Amounts (as described in
Determination Master
in the Master
Confirmation) will depend on the relevant servicer reports being available and on
Confirmation) on such reports containing
such reports
enable, the required calculations,
information to enable.
adequate information to be made. Current private industry
calculations .to industry
market practices show that such reports can vary and that
investigations of the market reports contain
not all reports
that not contain
adequate information. In In addition, access to servicer reports may be be limited ifif such are
reports are
such reports
confidential and neither counterparty holds the related Reference Obligation.

The Issuer will be required to purchase Default Swap Collateral and pledge to
and pledge Synthetic
to the Synthetic
Security Counterparty aa first priority security interest in insuch Default Swap Collateral. In
Swap Collateral. Inthe
the event Credit
event aa Credit
Event or Floating Amount Event occurs under aa Synthetic Security, the item of Default Swap
of Default Collateral
Swap Collateral
application of any cash on deposit in
chosen by the Synthetic Security Counterparty after the application' the Default
in the Default
Swap Collateral Account will be sold by the Trustee at the direction of the Collateral Manager Manager and and the
amount owed to the Synthetic Security Counterparty will be
the Synthetic be paid by by the Issuer from the
the Issuer liquidation
the liquidation
Default Swap Collateral. In
such Default
proceeds of such proceeds are
Inthe event such liquidation proceeds than par,
less than
are less the
par, the
Counterparty will accept the liquidation
Synthetic Security Counterparty proceeds applicable to the
liquidation proceeds the face amount of
face amount of
Security Collateral sold which isis equal to the amount due to the
Synthetic Security
Synthetic Security
Synthetic Security
the Synthetic
Counterparty. In
Counterparty. under certain circumstances upon the
Inaddition, under occurrence of
the occurrence of aa Credit Event, the
Credit Event, Default
the Default
Swap Collateral chosen by
Swap the Synthetic Security Counterparty will
by the instead be
will instead delivered to
be delivered to the Synthetic
the Synthetic
Security Counterparty in
Security in exchange for aa Deliverable Any Deliverable
Obligation. Any
Deliverable Obligation. delivered to
Obligation delivered
Deliverable Obligation to
Issuer will be
the Issuer
the notwithstanding the
Asset, provided that, notwithstanding
treated as aa Collateral Asset,
be treated foregoing, each
the foregoing, each suchsuch
retained by the Collateral Manager or sold
may be retained
Obligation may
Deliverable Obligation sold by the Collateral Manager at
by the at the
the
regard to whether such sale
Manager without regard
of the Collateral Manager
sole discretion of sale would
would be be permitted
permitted as as aa
Obligation or
a Defaulted Obligation
sale of a or aa Credit
Credit Risk Obligation. Provided that
Risk Obligation. no Event
that no Event of of Default
Default has occurred
has occurred
the event
and isis continuing inin the
and event that Credit Event
no Credit
that no under aa Synthetic Security
Event under prior to
occurs prior
Security occurs to the
the
termination or
_ termination maturity of such
or scheduled maturity Security, uPQn
Synthetic Security,
such Synthetic termination ,oc
the termination
upon the or scheduled maturity
scheduled maturity
Synthetic Security,
of such Synthetic the related
Security, the Collateral will
Default Swap Collateral
related Default released from
will be released from the lien of
the lien of the
the
Security Counterparty
Synthetic Security
Synthetic as aa Collateral Asset.
treated as
Counterparty and be treated Manager elects
Collateral Manager
Asset. IfIfthe Collateral elects toto

45
45

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Confidential Treatment Requested
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Goldman Sachs GS MBS-E-021825415
GS MBS-E-021825415
Footnote Exhibits - Page 5505

sell or
sell or terminate
terminate aa portion
portion of Security prior
Synthetic Security
of aa Synthetic to its
prior to its scheduled maturity, the
scheduled maturity, Synthetic Security
the Synthetic Security
Counterparty will
Counterparty will choose the Default
choose the Collateral to
Swap Collateral
Default Swap to be liquidated to
be liquidated make any
to make termination payments
any termination payments
due to
due the Synthetic
to the Security Counterparty
Synthetic Security after the
Counterparty after application of
the application available in
cash available
of cash in the Default Swap
the Default Swap
Account and
CollateralAccount
Collateral and the Managerwill
Collateral Manager
the Collateral will cause portion of
such portion
cause such the Default
ofthe Swap Collateral
DefaultSwap to be
Collateral to be
sold and
sold the liquidation
and the proceeds equaling
liquidation proceeds any such
equaling any payment to
termination payment
such termination to be paid to
be paid the Synthetic
to the Synthetic
Security Counterparty. The
Security Counterparty. portion of
remaining portion
The remaining of Default Collateral not
Swap Collateral
Default Swap required to
not required to be pledged to
be pledged to
such Synthetic
such Security Counterparty
Synthetic Security will be
Counterparty will delivered to
be delivered to the free of
Trustee free
the Trustee such lien.
of such The Collateral
lien. The Collateral
Manager, in
Manager, accordance with
in accordance of the
terms of
the terms
with the the related Security and
Synthetic Security
related Synthetic and the Indenture and
the Indenture with the
and with the
consent of
consent the Synthetic
of the Counterparty, may
Security Counterparty,
Synthetic Security may be able to
be able reinvest the
to reinvest proceeds of
the proceeds Default Swap
of Default SWap
Collateral in
Collateral in substitute Default Swap
substitute Default Collateral prior
Swap Collateral termination or
to the termination
prior to maturity of
or maturity ofthe related Synthetic
the related Synthetic
Security. The
Security. The Issuer may realize
Issuer may a loss
realize a sale of
any sale
upon any
loss upon any Default
of any Swap Collateral.
Default Swap Collateral.

Termination payments due


Termination payments to the
due to the Synthetic Counterparty, other
Security Counterparty,
Synthetic Security Defaulted Synthetic
than Defaulted
other than Synthetic
Payments, will
Termination Payments,
Termination will be paid by
be paid by the Issuer directly
the Issuer through the
directly through liquidation of
the liquidation Default Swap
of Default Swap
outside of
Collateral outside
Collateral the Priority
of the Payments. In
of Payments.
Priority of In addition, needed to
Proceeds needed
addition, Liquidation Proceeds conduct an
to conduct an
Auction, an
Auction, an Optional Redemption by
Optional Redemption Liquidation or
by Liquidation Redemption or
Tax Redemption
or a Tax or to
to liquidate Collateral in
liquidate the Collateral in
connection with an Event of
an Event Default and
of Default under the Indenture, will be
acceleration under
and acceleration be calculated after taking
calculated after taking
into account
into payments (other than
termination payments
any termination
account any Defaulted Synthetic Security
than Defaulted Termination Payments)
Security Termination Payments)
may be
that may be due the Synthetic Security
due to the upon the
Counterparty upon
Security Counterparty Securities or
termination of the Synthetic Securities
the termination or
any assignment payments due to
any assignment an assignee of
to an Any termination or
Securities. Any.termination
the Synthetic Securities.
of the or assignment
assignment
payments Counterparty or
payments paid directly to the Synthetic Security Counterparty or any assignee of Synthetic Security and
of a Synthetic and
Priority of
not through the Priority
not Payments may
of Payments amounts available for
may reduce amounts for payments on the Securities.

"Pay-as-you-go" credit
"Pay-as-you-go" default swaps
credit default developed to
default swap developed
credit default
swaps are a type of credit to incorporate
incorporate
Intemational Swaps and
unique structures of asset-backed securities. The International
the unique
the and Derivatives Association,
Inc. ("ISDA") has published a form confirmation
Inc, ("ISDA") "pay-as-you-go" credit default swaps
confirmation for "pay-as-you-go" referencing CDO
swaps referencing COO
form confirmation expected to be
Securities. The form document the Synthetic Securities is
be used to document is expected
expected
"pay-as-you-go" form. While ISDA
differ substantially from the ISDA "pay-as-you-go"
to be similar, but may differ ISDA has
has published
published
its form confirmations and has published and supplemented Definitions in
Credit Derivatives Definitions
supplemented the Credit order to
in order to
promote uniformity in
facilitate transactions and promote in the credit default swap market, the credit defaultdefault swap
swap
market is
market is expected to change and the "pay-as-you-go" credit default swap and the
forms and
swap forms the Credit
Credit
Derivatives Definitions and.terms subject to
and. terms applied to credit derivatives are subject interpretation and
to interpretation and further
further
evolution. ISDA is is currently preparing forms for other types of asset-backed securities. There There can no
be no
can be
assurance that such forms will be substantially Similarsimilar to the form confirmation expected to to bebe used for
used for
the Synthetic Securities. Past events have shown that the views of market participants participants may differ as
may differ to
as to
how the Credit Derivatives Definitions operate or should operate. As a a result of the continued evolution
result of evolution of of
ISDA "pay-as-you-go" credit default swap forms, the confirmations used
the ISDA to document
used to document the the Synthetic
Synthetic
Securities may differ from the future market standard. Such aa result may have aa negative
may have impact on
negative impact the
on the
liquidity and market value of the Synthetic Securities.
liquidity

There can be be no assurances that changes to the Credit Derivatives Definitions Definitions and terms
other terms
and other
predictable or favorable to
will be predictable
derivatives generally will
applicable to credit derivatives to the Amendments or
Issuer. Amendments
the Issuer. or
supplements to default swap forms and amendments and
to the "pay-as-you-go" credit default supplements to
and supplements the
to the
Credit Derivatives Definitions that are published by ISDA will only apply to
only apply to the Securities
Synthetic Securities
the SynthetiC
amendment or supplement ifif the Issuer
executed prior to such amendment and the
Issuer and Synthetic Security
the Synthetic Counterparty
Security Counterparty
Synthetic Securities to
agree to amend the Synthetic to incorporate supplements and
such amendments or supplements
incorporate such and the Rating
the Rating
Condition has
Agency Condition has been Markets in
satisfied. Markets
been satisfied. also already
have also
in different jurisdictions have adopted and
already adopted and
may continue to adopt different
may with respect to
different practices with Credit Derivatives Definitions.
to the Credit Furthermore,
Definitions. Furthermore,
Credit Derivatives
the Credit Definitions may
Derivatives Definitions provisions that
contain ambiguous provisions
may contain subject to
are subject
that are to interpretation
interpretation andand
may result in
may consequences that
in consequences are adverse
that are Issuer. In
adverse to the Issuer. Inaddition
addition toto the credit risk
the credit of the
risk of Reference
the Reference
Obligations and the
Obligations the credit
credit risk Security Counterparty, the
Synthetic Security
the Synthetic
risk of the subject to
the Issuer isis also subject the risk
to the risk
Credit Derivatives
that the Credit could be
Definitions could
Derivatives Definitions interpreted in
be interpreted manner that
in aa manner would be
that would be adverse
adverse to to the
the
or that
Issuer or
Issuer the credit
that the derivatives market
credit derivatives generally may
market generally evolve ininaamanner
may evolve manner that would be
that would adverse to
be adverse to the
the
-Issuer.
-Issuer.

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Goldman Sachs GS MBS-E-021825416
GS MBS-E-021825416
Footnote Exhibits - Page 5506

PURCHASERS OF
PROSPECTIVE PURCHASERS
PROSPECTIVE NOTES AND
THE NOTES
OF THE THE INCOME
AND THE NOTES SHOULD
INCOME NOTES SHOULD
CONSIDER AND
CONSIDER AND ASSESS THEMSELVES THE
FOR THEMSELVES
ASSESS FOR LEVEL OF
LIKELY LEVEL
THE LIKELY ON THE
DEFAULTS ON
OF DEFAULTS THE
COLLATERAL ASSETS,
COLLATERAL ASSETS, AS
AS WELL
WELL AS THE LIKELY
AS THE LEVEL AND
LIKELY LEVEL TIMING OF
AND TIMING ON THE
RECOVERIES ON
OF RECOVERIES THE
A~SETS.
COLLATERAL ASSETS.
COLLATERAL
COO Securities.
CDO Securities.

On
On the Closing Date,
the Closing all of
Date, all the Collateral
ofthe expected to
are expected
Assets are
Collateral Assets be CDO
to be CDO Securities and Synthetic
Securities and Synthetic
Securities the Reference
Securities the Obligations of
Reference Obligations which are
of which COO Securities,
are CDO including without
Securities, including high grade
limitation high
without limitation grade
structured finance
mezzanine structured
and mezzanine
and finance CDOCOO Securities COOs of
and CDOs
Securities and COOs. A
of CDOs. portion of
A portion of the Default Swap
the Default Swap
Collateral consist of
could consist
Collateral could of CDO
COO Securities.
Securities.

CDO Securities generally


CDO Securities limited recourse
are limited
generally are obligations of
recourse obligations the issuer
of the payable solely
thereof payable
issuer thereof solely
from the underlying
from the of the
assets of
underlying assets the issuer Collaterar1 or
("CDO Collateral')
issuer ("CDO or proceeds thereof. Consequently, holders
pr~eeds thereof. holders of
of
COO Securities
CDO must rely
Securities must solely on
rely solely distributions on
on distributions the underlying
on the Collateral or
CDO Collateral
underlying CDO or proceeds thereof for
proceeds thereof for
payment respect thereof. If
payment in respect distributions on
If distributions the underlying
on the CDO Collateral
underlying CDO to make
insufficient to
Collateral are insufficient make
payments on the CDO
payments CDO Securities, no other assets will be available for payment
no other payment of of the deficiency and
the deficiency and
of the
following realization of the obligations of
assets, the
underlying assets,
the underlying the issuer to
of the shall be
deficiency shall
to pay such deficiency be
extinguished. subordinate classes of CDO
Many subordinate
extinguished. Many COO Securities that a
provide that
Securities provide a deferral of interest
deferral of thereon or
interest thereon or a
a
does not constitute an
write-down does
write-down event of default and
an event the holders of such securities will
and the not have
will not have
them any associated default remedies. During
to them
available to During such periods of of non payment or
non payment partial non-
or partial non-
payment, such non-paid interest will generallygenerally be capitalized and and added to the the outstanding principal
principal
balance of the
balance the related security. Any such deferral will reduce the amount
related security. current payments made on
amount of current on
COO Securities.
such CDO
interest rate risks. The assets backing CDO
Securities are subject to credit, liquidity and interest
COO Securities
CDO CDO
Securities may consist of high yield debt securities, loans, structured finance securities, other other debt
debt
instruments instruments. High yield debt
referencing debt instruments.
instruments and Synthetic Securities referencing securities are
debt securities are
unsecured) and may be subordinated to
generally unsecured (and loans may be unsecured) other obligations
to certain other
of
of the issuer thereof. An increase in securities or
debt securities
inthe default rates of high yield corporate debt loans could
or loans could
increase the likelihood that payments may not be made to holders of CDO which are
CDO Securities which are secured
secured
by high yield corporate debt securities and loans. The risks associated with structured finance securities
. by securities
can vary widely depending on the type of collateral, use of credit enhancements, the relative seniority or or
subordination of the class of securities, the relative allocation of principal and payments in
and interest payments in the
the
priorities, credit losses and defaults and whether the collateral represents a pool or
a fixed pool allows for
or allows for
reinvestment. In CDO Securities backed by Synthetic Securities will be
In addition, CDO to risks
be subject to risks similar to
similar to
those described in in respect of Synthetic Securities herein.
Issuers of CDO Securities may acquire interests in obligations by
in loans and other debt obligations of
way of
by way
assignment participation. The purchaser of an assignment typically succeeds to
assignment or partiCipation. to all the rights
all the and
rights and
the assigning institution
of the
obligations of the credit
under the
institution and becomes aa lender under with respect
agreement with
credit agreement to
respect to
debt obligation; however, its
the debt its rights can be more restricted than those of the assigning institution.
the assigning

participations, an issuer of COO


purchasing participations,.
In purchasing
In CDO Securities will have aa contractual
usually have
will usually contractual
relationship only institution, and
only with the selling institution, borrower. The
not the borrower.
and not issuer generally will have
The issuer have no right
no right
compliance by the
directly to enforce compliance the borrower with the terms of
the terms of the
the loan agreement, nor
loan agreement, any rights
nor any set
of set
rights of
off
off against thethe borrower,
borrower, nor have the the right certain changes to
to object to certain
right to to the
the loan agreement agreed
loan agreement agreed to to
by
by the selling institution. The issuer may
may not directly
directly benefit
benefit from the collateral supporting
supporting the
the related
related loan
loan
may be
and may
and be subject
subject to any any rights of set
rights of off the borrower has against
set off institution. In
selling institution.
against the selling In addition, in
addition, in
the
the event of the the insolvency of the under the
selling institution, under
the selling States of
the United States
laws of the
the laws of America and and
the states
the thereof, the
states thereof, may be treated as
issuer may
the issuer as aa general
general creditor of of such selling institution,
such selling may not
and may
institution, and not
have any exclusive or
have respect to
senior claim with respect
or senior to the selling institution's
the selling or the
in,or
interest in,
institution's interest the collateral with
collateral with
to, the
respect to,
respect Consequently, the
loan. Consequently,
the loan. the issuer may be
issuer may subject to the
be subject the selling
credit risk of the
the credit institution as
selling institution as
well as of
well as of the borrower.
borrower.

47
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GS
Footnote Exhibits - Page 5507

Securities are
COO Securities
CDO subject to
are subject rate risk
interest rate
to interest and day
risk and day count basis risk.
count basis The CDO
risk. The Collateral of
COO Collateral of
an issuerof
an issuer ofCDO Securities may
COO Securities may bear interest at
bear interest while the
rate while
(floating) rate
fixed (floating)
at aa fixed COO Securities
the CDO issued by
Securities issued by
such issuer
such may bear
issuer may interest at
bear interest at a floating (fixed)
a floating rate. As
(fixed) rate. As aa result, could be
there could
result, there f10atinglfixed rate
be aa floating/fixed rate or
or
basis between such
mismatch between
basis mismatch such CDO Securities and
COO Securities and CDOCOO Collateral which bears
Collateral which interest at
bears interest fixed rate
at aa fixed rate
may be
there may
and there
and be a timing mismatch
a timing between the
mismatch between Securities and
·COO Securities
the CDO assets that
and assets that bear interest at
bear interest at aa
floating rate
floating as the
rate as rate on
interest rate
the interest such assets
on such interest at
bearing interest
assets bearing at a floating rate
a floating rate may adjust more
may adjust more
frequently or
frequently frequently, on
less frequently,
or less on different dates and
different dates based on
and based on different indices than
different indices the interest
than the rates on
interest rates on
the
the CDO Securities. As
COO Securities. result of
As aa result mismatches, an
such mismatches,
of such increase or
an increase decrease in the
or decrease level of
the level the floating
ofthe floating
rate indices
rate could adversely
indices could impact the
adversely impact ability to
the ability payments on
make payments
to make on the Securities. In
COO Securities.
the CDO In addition,
addition,
hedges may
hedges have been
may have acquired to
been acquired manage the
to manage the interest rate risk
interest rate such CDO
of such
risk of COO Securities, making such
Securities, making such
Securities also
COO Securities
CDO subject to the
also subject credit risk of
the credit the applicable
of the hedge counterparty.
applicable hedge

Subordination of
Subordination COO Securities. 100%
of CDO 100% of of the Securities representing
COO Securities
the CDO 100% of
representing 100% of the
the
Assets (by
Collateral Assets
Collateral (by Principal Balance) to be
Principal Balance) acquired by
be acquired Issuer are
by the Issuer expected to
are expected to be investment
investment
each as of
grade, each
grade, the Closing
of the Date. Certain
Closing Date. Securities will be
COO Securities
the CDO
Certain of the subordinated to one
be subordinated or more
one or more
other classes of
other classes securities of
of securities of the same among other
purposes of, among
same series for purposes losses and
offsetting losses
other things, offsetting and
other shortfalls with
other shortfalls related underlying
respect to the related
with respect loans or
mortgage loans
underlying mortgage subordinate classes
The subordinate
or assets. The classes
are more sensitive to
are more to risk writedowns than senior classes of such securities.
of loss and writedowns
risk of

Morlgage-Backed Securities.
Commercial Mortgage-Backed
Commercial
portion of
A portion the Default
of the Collateral may consist of Commercial
Swap Collateral
Default Swap Mortgage-Backed Securities
Commercial Mortgage-Backed Securities
("CMBS") that
("CMBS") that satisfy
satisfy the
the Default Swap Eligibility Criteria.
Default Swap Criteria.

CMBS bear various risks, including credit, market, interest rate, structural and legal
Holders of CMBS
CMBS are securities backed by obligations (including certificates of participation
risks. CMBS in obligations) that
participation in that
are principally secured by mortgages on interests therein having a
on real property or interests multifamily or
a multifamily or
commercial use, such as regional malls,. malls, other retail space, office buildings, industrial or warehouse warehouse
properties, hotels, nursing homes and senior living centers. CMBS have been issued in
have been public and
in public and
private transactions by a variety of public and private issuers using a including senior
a variety of structures, including senior
and subordinated
and classes. Risks affecting real estate investments include general economic conditions,
subordinated classes. conditions,
markets, political events, developments or
the condition of financial markets, or trends
trends in and
industry and
in any particular industry
changes in in prevailing interest rates. The cyclicality and leverage associated with real real estate-related
investments have historically resulted in in periods, including significant periods, of adverseadverse performance,
performance,
performance that may be materially more adverse than the performance
including performance performance associated with with other
other
investments.
investments ... In
In addition, commercial mortgage
mortgage loans generally lack standardized terms, tend to have
to have
shorter maturities than residential mortgage loans and may provide for the payment of of all or substantially
or substantially
all of the principal only at maturity. Additional risks may be presented by the type type and use of of aa particular
particular
commercial property. For instance, commercial properties properties that operate as as hospitals and nursing
hospitals and homes
nursing homes
may present special risks to lenders due to the significant govemmental govemmental regulation ownership,
regulation of the ownership,
operation, maintenance and financingfinancing of health care institutions. Hotel and motel
institutions. Hotel properties are
motel properties often
are often
management or
pursuant to franchise, management
operated pursuant or operating agreements which which may be terminable
may be terminable by the
by the
operator and the transferability of aa hotel's operating, liquor
franchisor or operator, and other
liquor and upon aa
licenses upon
other licenses
transfer of the hotel, whether through purchase or foreclosure, is is subject to to local
local law requirements. All
law requirements. All of
of
increase the
these factors increase involved with commercial real
the risks involved lending. Commercial properties tend
estate lending.
real estate tend
to be unique andand are more difficult to
more difficult value than single-family residential properties. Commercial
to value lending
Commercial lending
is generally viewed as
is exposing aa lender
as exposing risk of
to aa greater risk
lender to than residential
loss tl1an
of loss family
one-to-four family
residential one-to-four
lending since itit typically
lending typically involves borrower than
loans to aa single borrower
larger .loans
involves larger residential one-te-four
than residential family
one-to-four family
lending.
lending.

typically look
Commercial mortgage lenders typically
Commercial service coverage
debt service
look to the debt of aa loan
ratio of
coverage ratio secured
loan secured
by income-produclng
by property as
income-producing property measure of
an important measure
as an of the risk of such aaloan.
on such
of default on Commercial
loan. Commercial
values and
property values.
property and net operating income
net operating subject to
income are subject net operating
and net
volatility, and
to volatility, income may be
operating income be
sufficient
sufficient or insufficient
insufficient to cover debt
debt service
service onon the
the related
related mortgage
mortgage loan
loan at
at any
any given
given time.
time. The
The
repayment of loans
repayment loans secured income-producing properties
secured by income-producing typically dependent upon
properties isis typically upon the successful
the successful
operation of
operation of the related real
the related estate project
real estate rather than
project rather upon the
than upon value of
liquidation value
the liquidation the underlying
of the real
underlying real

48
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Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825418
GS MBS-E-021825418
Footnote Exhibits - Page 5508

estate. Furthermore, the


estate. Furthermore, operating income
net operating
the net income from from and value of
and value of any property may
commercial property
any commercial may be be
adversely affected by risks generally incident
adversely affected by risks generally incident toto interests
interests inin real
real property,
property, including
including events
events which
which the
the
borrower or
borrower manager of
or manager property, or
the property,
of the or the issuer or
the issuer servicer of
or servicer of the issuance of
related issuance
the related of commercial
commercial
mortgage-backed securities,
mortgage-backed may be
securities, may be unable predict or
unable toto predict such as
control, such
or control, changes in
as changes general or
in general or local
local
economic conditions
economic conditions and/or
and/or specific
specific industry
industry segments;
segments; declines
declines in
in real
real estate
estate values;
values; declines
declines in
inrental
rental or
or
occupancy
occupancy rates;
rates; increases
increases in
in interest
interest rates,
rates, real
real estate
estate tax
tax rates
rates and
and other
other operating
operating expenses;
expenses; changes
changes
in govemmental
in govemmental rules, regulations and
rules, regulations fiscal policies;
and fiscal acts of
policies; acts God; and
of God; unrest and
social unrest
and social and civil
civil
disturbances.
disturbances. The
The value
value of
of commercial
commercial real
real estate
estate is
is also
also subject
subject toto aa number
number of
of laws,
laws, such
such as
as laws
laws
regarding environmental
regarding clean-up and
environmental clean-up limitations on
and limitations imposed by
remedies imposed
on remedies bankruptcy laws
by bankruptcy laws andand state
state
laws regarding foreclosures
laws regarding foreclosures and
alld rights
rights of
of redemption.
redemption. Any
Any decrease
decrease in
in income
income or
or value
value of
ofthe
the commercial
commercial
est~te underlying
real estate
real underlying an issue of
an issue CMBS could
of CMBS result in
could result cash flow
in cash delays and
flow delays losses on
and losses on the related issue
the related issue
ofCMBS.
of CMBS.
. A property may
commercial property
.A commercial readily be
not readily
may not converted to
be converted an alternative
to an use in
alteniative use the event
in the that the
event that the
operation of such commercial property for its original purpose
operation of such commercial property for its original purpose becomes
becomes unprofitable.
unprofitable. In
In such
such cases,
cases, the
the
conversion of
conversion of the
the commercial property to
commercial property to an alternative use
an alternative would generally
use would SUbstantial capital
require substantial
generally require capital
expenditures. Thus,
expenditures. Thus, ifif the borrower becomes
the borrower unable to
becomes unable meet its
to meet obligations under
its obligations related commercial
the related
underthe commercial
mortgage loan,
mortgage loan, the
the liquidation value of
liquidation value any such
of any commercial property
such commercial may be
property may substantially less,
be substantially relative to
less, relative to
the amount
the outstanding on
amount outstanding on the related commercial
the related mortgage loan, than
commercial mortgage would be
than would case ifif such
the case
be the such
property were
commercial property
commercial adaptable to
were readily adaptable uses. The
other uses.
to other remedies .and successful
exercise of remedies.and
The exercise successful
realization of
realization proceeds may
liquidation proceeds
of liquidation may bebe highly dependent on the
highly dependent performance of
the performance servicers or
CMBS servicers
of CMBS or
special servicers,
special servicers, ofof which
which there may be a
there may a limited number and
limited number which may
and which have conflicts of
may have interest in any
of interest any
given situation.
given situation. The failure of
The failure performance of
the performance
of the of such CMBS servicers or
CMBS servicers special servicers
or special could result
servicers could result
in cash flow delays and losses on
in cash related issue of
on the related of CMBS.
CMBS.

Mortgage loans
Mortgage underlying a CMBS
loans underlying of principal
amortization of
CMBS issue may provide for no amortization or may
principal or may
provide for
provide amortization based on a schedule substantially longer than the maturity of
for amortization of the mortgage loan,
the mortgage loan,
resulting in
resulting a "balloon"
in a payment due at maturity.
"balloon" payment maturity. If mortgage borrower
If the underlying mortgage experiences
borrower experiences
business problems,
business mortgages are
payment mortgages
problems, or other factors limit refinancing alternatives, such balloon payment are
likely experience payment delays or even default. As a result, the related
to experience
likely to issue of
related issue of CMBS could
CMBS could
experience in cash flow and losses.
delays in
experience delays
In addition, structural and legal risks include the possibility that,
In that, in
in a bankruptcy or
a bankruptcy similar
or similar
proceeding
proceeding involving affiliates), the
involving the originator or the servicer (often the same entity or affiliates), assets of
the assets of the
the
issuer qould be treated
issuer could be treated as never having been truly sold by the originator to
to the
the issuer
issuer or
or could
could be
be
substantively
substantively consolidated
consolidated with transfer of
the transfer
with those of the originator or the servicer, or the assets to
such assets
of such the
to the
issuer
issuer could
could bebe voided on such
based on
voided as aa fraudulent transfer. Challenges based could result
doctrines could
such doctrines in
also in
result also
cash flow
cash flow delays
delays and
and losses
losses on the
the related
related issue of CMBS. .

ItIt is
is expected that none
expected that the CMBS included (or to
none of the to be included) in
be included) the Default
inthe Collateral
Swap Collateral
Default Swap
will'be
will be guaranteed
guaranteed or insured by
or insured agency or
by any governmental agency instrumentality or
or instrumentality by any
or by person.
other person.
any other
Distributions on
Distributions on CMBSCMBS will depend
depend solely upon the amount
the amount and
and timing of
of payments
payments and
and other
other collections
collections
on
on the
the related
related underlying
underlying mortgage loans.
mortgage loans.
Realized
Realized losses and trust
losses and expenses generally
trust expenses will be
generally will allocated to
be allocated the most
to the subordinated class
most subordinated of
class of
securities
securities of
of the
the related Accordingly, to
series. Accordingly,
related series. to the extent any
the extent becomes the
CMBS becomes
any CMBS the most subordinated
most subordinated
class of
class of securities
securities of
of the
the related
related series, delinquency or
any delinquency
series, any default on
or default any underlying
on any mortgage loan
underlying mortgage may
loan may
result in shortfalls, realized
result in shortfalls, realized loss
loss allocations
allocations or
or extensions
extensions of
of its
its weighted
weighted average
average life
life and
and will
will have
have aa more
more
immediate
immediate and disproportionate effect
and disproportionate on the
effect on CMBS than
related CMBS
the related than on the related
on the more senior
related more securities.
senior securities.
Certain
Certain ofof the
the Underlying
Underlying CMBSCMBS Series have experienced
Series have defaults and
delinquencies, defaults
experienced delinquencies, losses on
and losses the
on the
underlying commercial
underlying commercial mortgage
mortgage loans.
loans.

In
Inaddition, the case
addition, ininthe of certain
case of CMBS, no
certain CMBS, distributions ofof principal
no distributions will generally
principalwill be made
generally be until
made until
the aggregate principal balance
the aggregate principal balance of
of the
the- corresponding
corresponding more
more senior
senior securities
securities has
has been
been reduced
reduced to
to zero
zero
and,
and, ininother
other cases,
cases, all disproportionate amount
all oror aadisproportionate principal distributions
amount ofof principal will be
distributions will made to
be made holders
the holders
to the
of the more senior securities for a specified period
of the more senior securities for a specified period of
of time.
time. The
The holders
holders of
of classes
classes of
of securities
securities that
that are
are

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GS MBS-E-021825419
GS
Footnote Exhibits - Page 5509

subordinate toto the


the classes
classes 'of owned by the
*ofCMBS owned the Issuer will generally control the exercise of remedies
remedies in
in
with such
connection with such CMBS.
CMBS. SuchSuch exercise of remedies by aa holder
holder of subordinate classes maymay be
be in
in
conflict with the interests
conflict interests of the
the more
more senior securities.
securities. See "-Other
"-Other Considerations--Certain
Considerations-Certain Conflicts
Conflicts
of Interesl"
of Interest."
Residential Mortgage-Backed
Residential Mortgage-Backed Securities.
Securities.
A portion
A portion of
of the
the Default
Default Swap Collateral may consist of Residential Mortgage-Backed
Mortgage-Backed Securities
("RMBS') that satisfy
("RMBS") satisfy the Default Swap Eligibility Criteria.
RMBS bear various risks,
Holders of RMBS risks, including credit, market,
market, interest rate, structural and legal
risks. RMBS
risks. RMBS represent
represent interests
interests in
in pools of residential mortgage loans secured by one to four family
residential mortgage loans.
loans. Such loans may be prepaid at any time. time. Residential
Residential mortgage
mortgage loans are
obligations of the borrowers thereunder only and are
obligations are not
not typically insured or guaranteed
guaranteed by any other
entity, although such loans may be securitized
person or entity, securitized by agencies
agencies and the securities issued are
guaranteed. The rate of of defaults and losses
losses on residential mortgage
mortgage loans
loans will be affected by aa number
of factors,
of factors, including
including general economic conditions and those in in the area where the related mortgaged
mortgaged
property isis located, the borrower's equity in in the mortgaged property and the·financial
the-linancial circumstances of the
borrower. IfIf aa residential mortgage loan is
borrower. is in
in default, foreclosure of such residential mortgage loan may
be a lengthy
be lengthy and difficult process, and may involve significant expenses. Furthermore, the market for
mortgage loans or foreclosed properties may be very limited.
defaulted residential mortgage

At anyone
any one time, aa portfolio of RMBS may be backed by residential mortgage loans with
disproportionately large aggregate principal amounts secured by properties in
disproportionately in only a few states or or
regions. As aa result,
regions. result, the residential mortgage loans may be more susceptible'
susceptible to geographic risks relating
to such areas, such as adverse economic conditions, adverse events affecting industries located in in such
areas and
areas and natural hazards affecting such areas, than would be the case for aa pool of mortgage loans
having more
having more diverse property locations. In Inaddition, the residential mortgage loans may include so so called
called
"jumbo" mortgage loans, having original principal balances that are higher than is
"jumbo" is generally the case for
residential mortgage loans. As aa result,
result, such portfolio of RMBS may experience increased losses.
Each underlying residential mortgage loan in inan issue of RMBS may have aa balloon payment due
on its maturity
on maturity date. Balloon residential mortgage loans involve aa greater risk to aa lender than self self
amortizing loans,
amortizing loans, because
because the
the ability of a borrower to pay such amount will normally depend on its ability .
to obtain refinancing of the related mortgage
mortgage loan or sell.
sell· the related mortgaged
mortgaged property at aa price
sufficient to permit the borrower to make the balloon payment, which will depend on a number of factors
sufficient
prevailing at the time such refinancing or sale is is required, including, without limitation, the strength of the
residential real estate markets, tax laws, the financial situation and operating history of the underlying
residential
property, interest
property, interest rates
rates and
and general economic conditions. IfIfthe borrower
borrower is
is unable to make such balloon
payment, the related issue of RMBS
RMBS may experience losses.

Prepayments on the underlying residential mortgage loans in in an issue of RMBS


RMBS will be influenced
by the
by the prepayment
prepayment provisions of the related mortgage
mortgage notes and may also be affected by a a variety of
variety of
economic, geographic and other factors, including the ·difference
economiC, difference between the interest rates on the
underlying residential
residential mortgage
mortgage loans (giving consideration to the cost of refinancing) and prevailing
mortgage rates and the availability of refinancing. In
mortgage In general, if prevailing interest
interest rates fall significantly
below the interest
below interest rates on the related residential mortgage
mortgage loans, the rate of prepayment
prepayment on the
underlying residential mortgage
. underlying mortgage loans would be expected to increase. Conversely, ifif prevailing interest interest
rates rise to a level significantly above the interest rates on the related mortgages,
rates mortgages, the rate of prepayment
prepayment
would bebe expected to decrease. Prepayments could reduce the yield received on the related issue of of
RMBS.
RMBS.

Structural and Legal Risks of RMBS. Residential mortgage


mortgage loans inin an issue of RMBS
RMBS may be
may be
subject to various federal and state laws, public policies-antd
policies-and principles of equity that protect consumers,
which among
among other things may regulate interest rates and other charges, require certain disclosures,
require licensing of originators, prohibit discriminatory
discriminatory lending practices, regulate the use of of consumer
consumer

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credit information
credit information and
and regulate debtcollection
regulate debt Violation ofofcertain
practices. Violation
collectionpractices. these laws,
provisions ofofthese
certain provisions laws,
public
public policies
policies and
and principles
principles may
may limit
limit the
the servicer's
servicer's ability
ability to
to collect
collect all
all or
or part
part of
of the
the principal
principal ofor
of or
interest on a residential mortgage loan, entitle the borrower
interest on a residential mortgage loan, entitle the borrower totoaa refund
refund ofof amounts
amounts previously
previously paid
paid byit,
by it,
or subject the servicer
or subject the servicer to
to damages
damages and
and sanctions.
sanctions. Any
Any such
such violation
violation could
could result
result also
also inincash
cash flow
flow delays
delays
andlosses
and losseson onthe
therelated
relatedissue
issueofofRMBS.
RMBS.

RMBS may
RMBS may have characteristics that
structural characteristics
have structural distinguish them
that distinguish other asset-backed
from other
them from asset-backed
securities. The
securities. The rate
rate of
of interest payable on
interest payable RMBS may
on RMBS may be set or
be set effectively capped
or effectively the weighted
capped atat the weighted
average net coupon
average net coupon of the of the underlying
underlying mortgage
mortgage loans
loans themselves.
themselves. As
As aa result
result of
ofthis
this cap,
cap, return to
the return
the to
investors is
investors is dependent
dependent on on the timing and
relative timing
the relative and rate delinquencies and
of delinquencies
rate of prepayments of
and prepayments of mortgage
mortgage
loans bearing
loans bearing aa higher
higher rate
rate of interest. In
of interest. In general, prepayments will
early prepayments
general, early will have impact on
greater impact
have aa greater on the
the
yield to investors. Federal
yield to investors. Federal and and state
state law
law may
may also
also affect
affect the
the return
return to
to investors
investors by
by capping
capping the
the interest
interest
rates payable
rates payable by by certain mortgagors. The
certain mortgagors. Servicemembers' Civil
The Servicemembers' Relief Act
Civil Relief Act of 2003 (the
of 2003 "ReliefAct")
(the "Relief Act")
provides relief for soldiers and
provides relief for soldiers and members members of
of the
the reserve
reserve called
called to
to active
active duty
duty by
by capping
capping the
the interest
interest rates
rates
on their
on their mortgage
mortgage loansloans at 6% per
at 6% annum. Certain
per annum. RMBS may
Certain RMBS may provide for the
provide for paymentof
the payment ofonly interestfor
onlyinterest for
a stated period of time.
a stated period of time. .

In addition,
In addition, structural
structural and
and legal risks of
legal risks include the
RMBS include
of RMBS the possibility that, in
possibility that, bankruptcy or
in aa bankruptcy or
similar proceeding involving the originator or
similar proceeding involving the originator or the
the servicer
servicer (often
(often the
the same
same entity
entity or
or affiliates),
affiliates), assets of
the assets
the of
the issuer
the issuer could
could be
be treated
treated as
as never
never having
having been
been truly
truly sold
sold by
by the
the originator
originator to
to the
the issuer
issuer or
or could
could be
be
substantively consolidated
substantively with those
consolidated with of the
those of originator or
the originator servicer, or the
the servicer,
or the transfer of
the transfer such assets
of such to the
assets to the
issuer could be voided
issuer could be voided as as aa fraudulent
fraudulent transfer.
transfer. Challenges
Challenges based
based on
on such
such doctrines
doctrines could
could result
result also
also in
in
cash flow
cash flow delays and losses on the
delays and issue of
the related issue of RMBS.
RMBS.

It is
It is not
not expected
expected that
that the RMBS guaranteed or insured by
RMBS will be guaranteed agency or
governmental agency
by any governmental or
instrumentality or
instrumentality or by
by any other person.
any other Distributions on RMBS
person. Distributions depend solely upon
RMBS will depend amount and
the amount
upon the and
timing of payments
timing of payments and other collections
and other mortgage loans.
collections on the related underlying mortgage

Recent Developments in
Recent Developments in' RMBS May Adversely Affect the Performance and Market Market Value
Value ofof
RMBS.
RMBS. Recently,
Recently, the
the residential mortgage market in
in the United
United States has
.has experienced
experienced a
a variety
variety of
of
difficulties and
difficulties and changed economic conditions that may adversely affect the performance
changed economic performance andand market value
market value
of RMBS.
of RMBS. Delinquencies and losses with respect to residential mortgage loans
Delinquencies and generally have
loans generally increased
have increased
in
in recent
recent months, and may
months, and in the subprime sector. In
may continue to increase, particularly in addition, in
In addition, recent
in recent
. months housing prices and appraisal
months housing prices and appraisal values in
in many states have declined or
or stopped
stopped appreciating.
appreciating. A
A
continued
continued decline or an
decline or an extended
extended flattening of in additional
result in
of those values may result increases in
additional increases in
delinquencies
delinquencies andand losses
losses on
on RMBS
RMBS generally.
Another
Another factor
factor that
that may result ininhigher
may result delinquency rates
higher delinquency increase in
the increase
rates isis the in monthly payments on
monthly payments on
adjustable rate mortgage
adjustable rate mortgage loans. loans. Borrowers with adjustable rate
rate mortgage
mortgage loans
loans are
are being
being exposed
exposed to
to
increased
increased monthly
monthly payments
payments when the
the related mortgage
mortgage interest
interest rate
rate adjusts
adjusts upward
upward from
from the
the initial
initial fixed
fIXed
rate
rate or
or aa low
low introductory
introductory rate. Borrowers seeking to avoid
rate. Borrowers increased monthly
these increased
avoid these payments by
monthly payments by
refinancing their mortgage
refinancing their mortgage loans loans may
may no
no longer
longer be
be able to find
find available
available replacement
replacement loans
loans at
at comparably
comparably
low
low interest
interest rates.
rates. AA decline housing prices
decline inin housing may also
prices may borrowers with
leave borrowers
also leave with insufficient their
equity inintheir
insufficient equity
homes to permit them to refinance. Furthermore,
homes to permit them to refinance. Furthermore, borrowers
borrowers who
who intend
intend to
to sell
sell their
their homes
homes on
on or
or before
before
the
the expiration
expiration ofof the
the fixed
fixed rate periods on
rate periods mortgage loans
their mortgage
on their loans may may find that they
find that cannot sell
they cannot their
sell their
properties for an amount equal to or greater than the unpaid principal
properties for an amount equal to or greater than the unpaid principal balance
balance of
of their
their loans.
loans. These
These
events,
events, alone
alone or
or inincombination,
combination, may contribute to
may contribute to higher delinquency rates
higher delinquency and, as
rates and, as aaresult, adversely
result, adversely
affect
affectthe
the performance
performance and and market
market value RMBS.
value ofof RMBS. .

InInaddition,
addition, numerous
numerous residential mortgage loan
residential mortgage originators that
loan originators originate sub
that originate subprime mortgage
prime mortgage
loans
loans have
have recently
recently experienced
experienced serious financial difficulties
serious financial some cases,
and, ininsome
difficulties and, According
bankruptcy. According
cases, bankruptcy.
to
to published
published reports,
reports, those
those difficulties
difficulties have resulted ininpart
have resulted from declining
part from markets for
declining markets mortgage loans
formortgage as
loans as
well as from claims
well as from claims for
for repurchases
repurchases of
of mortgage
mortgage loans
loans previously
previously sold
sold under
under provisions
provisions that
that require
require
repurchase
repurchase ininthe
the event
event'ofof earlY
eaily'paYment
payment defaults, material breaches
for material
defaults,- oror for representations and
breaches ofof representations and
warranties made on the mortgage loans,
warranties made on the mortgage loans, such
such as
as fraud
fraud claims.
claims. These
These difficulties
difficulties may
may affect
affect the
the
performance
performance and
and market
market value
value of
of RMBS.
RMBS.

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Goldman Sachs
byGoldman GS MBS-E-021825421
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Footnote Exhibits - Page 5511

Asset-BackedSecurities.
Asset-Backed Securities.

A portion of
A portion of the
the Default Swap Collateral
Default Swap may consist
Collateral may of Asset-Backed
consist of Securities that
Asset-Backed Securities satisfy the
that satisfy the
Default Swap
Default Eligibility Criteria.
Swap Eligibility Criteria.

structure of
The structure
The of anan Asset-Backed Security and
Asset-Backed Security and the terms of
the terms the investors'
of the interest in
investors' interest the collateral
in the collateral
can vary
can depending on
widely depending
vary widely type of
the type
on the collateral, the
of collateral, desires of
the desires investors and
of investors the use
and the use of of credit
credit
enhancements. transactions can
Individual transactions
enhancements. Individual markedly in
differ markedly
can differ both structure
in both execution. Important
and execution.
structure and Important
determinants of
determinants of the associated with
risk associated
the risk issuing or
with issuing or holding Asset-Backed Securities
holding Asset-Backed include the
Securities include the relative
relative
seniority
seniority or
or subordination
subordination of
of the
the class
class of
of Asset-Backed
Asset-Backed Securities
Securities held
held by
by an
an investor, the
the relative
relative
allocation of
*. allocation principal and
of principal and interest payments in the
interest payments priorities by which
the priorities payments are
such payments
which such made under
are made under thethe
governing documents, how
govemlng documents, credit losses
how credit affect the
losses affect vehicle and
issuing vehicle
the issuing and the return to
the return investors, whether
to investors, whether
represents a
collateral represents
collateral a fixed set of
fixed set of specific assets or
specific assets whether the
accounts, whether
or accounts, the underlying collateral assets
underlying collateral assets
are revolving or
. are closed end,
or closed under what
end, under what terms maturity of
(including maturity
terms (including of the asset instrument) any
backed instrument)
asset backed any
remaining balance in
remaining balance accounts may
the accounts
in the revert to
may revert to the issuing company and the extent
issuing company extent to which the
to which the
company that is
company is the actual sourcesource of of the collateral assets is is obligated support to
provide support
obligated to provide to the issuing
issuing
vehicle or
vehicle or to the investors. With
the investors. respect to
With respect some types
to some Asset-Backed Securities,
types of Asset-Backed risk is
the risk
Securities, the is more
more
closely correlated with the default
correlated with corporate bonds of
on corporate
risk on
default risk terms and
of similar terms maturities than with
and maturities with the
the
performance of
performance of a poolpool of of receivables. In addition, certain Asset-Backed Securities (particularly
Asset-Backed Securities (particularly
subordinated Asset-Backed
subordinated Securities) provide that
Asset-Backed Securities) that the interest in cash
payment of interest
the non payment cash on on such
such
will not
securities will
securities constitute an event
not constitute event of default circumstances and the holders
in certain circumstances
default in holders of such securities
of such securities
will
will not have available to
not have to them associated default remedies. Interest not paid
them any associated paid in generally be
will generally
in cash will be
capitalized and added to the outstanding principal principal balance of the related security. Any such deferral deferral will
will
reduce the yield on on such Asset-Backed Securities.
such Asset-Backed

Asset-Backed Sbcurities
Holders of Asset-Backed bear various risks, including credit risks, liquidity risks,
Securities bear
interest rate risks, market
interest arises from
Credit risk arises
market risks, operations risks, structural risks and legal risks. Credit from
borrowers in
losses due to defaults by the borrowers failure to
in the underlying collateral and the issuer's or servicer's failure to
elements may be
perform. These two elements
perform. in the case of a
be related, as, for example, in servicer which does
a servicer does notnot
leading to higher
provide adequate credit review scrutiny to the serviced portfolio, leading incidence of
higher incidence of defaults.
defaults.
Market risk arises from .thethe cash flow characteristics of the security, which for most Asset-Backed
Securities tend to be predictable. The greatest variability in in cash flows comes from credit performance,
credit performance,
including the presence of wind down or acceleration features designed to protect investor in
the investor
protect the the event
in the event
in
that credit losses in the portfolio rise well above expected levels. Interest
Interest rate risk
risk arises for
for the
the issuer
issuer
collateral and the
. from the relationship between the pricing terms on the underlying collateral terms of
the terms of the rate paid
the rate paid
holders of securities and from the need to mark to market the excess servicing or
to holders
to or spread account
spread account
proceeds carried on the balance sheet. For the holder of the security, interest risk depends on
rate risk
interest rate on the
the
prepayments on
expected life of the Asset-Backed Securities which may depend on prepayments the underlying
on the assets
underlying assets
or the occurrence of wind down or termination events.

otherwise ceases to be able


becomes subject to financial difficulty or otherwise
Ifthe servicer becomes
If able to carry out
to carry its
out its
functions, itit may be difficult to find other acceptable substitute servicersservicers and cash cash flow disruptions or
flow disruptions or
occur, particularly
losses may occur,
losses non standard receivables or
particularly with non originated by
or receivables originated by private retailers
private retailers
collect many of the payments at
who collect at their stores. Structural and legal risks include the
risks include that, in
possibility that,
the possibility in
aa bankruptcy or or similar proceeding involving the originator the servicer (often the
originator or the the same entity or
same entity or
affiliates), the
affiliates), assets of
the assets having been
never having
of the issuer could be treated as never truly sold
been truly originator to
by the originator
sold by to the
the
be substantively consolidated with
could be
issuer and could
issuer the originator or
with those of the or the servicer, or
the servicer, transfer
the transfer
or the
of such assets to the issuer
of issuer could be voided as Challenges based
transfer. Challenges
as aa fraudulent transfer. based on such
on such
also inincash
result also
doctrines could result
doctrines flow delays
cash flow reductions. Other
delays and reductions. similar risks
Other similar relate to
risks relate the degree
to the degree to to
which cash flows
which on the assets of
flows on the Issuer
of the commingled with
may be commingled
Issuer may those on
with those on the originator's or
the originator's the
or the
servicers assets.
servicer's other assets. .

Insolvency
Insolvency Considerations Respect toto Issuers
with Respect
Considerations with of Collateral
Issuers of Collateral Assets. Various laws
Assets. Various for
enacted for
laws enacted
the protection of creditors
the protection apply-to
may apply.
creditors may the Collateral
to the Assets. IfIfaa court
Collateral Assets. brought by
lawsuit brought
court ininaa lawsuit by an unpaid
an unpaid
creditor or
creditor representative of
or representative of creditors of an
creditors of issuer of aa Collateral
an issuer Collateral Asset, such as
Asset, such bankruptcy,
trustee ininbankruptcy,
as aa trustee
were to find
were the issuer
that the
find that did not
issuer did not receive consideration or
receive fair consideration reasonably equivalent
or reasonably incurring
value for incurring
equivalent value

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GS
Footnote Exhibits - Page 5512

theindebtedness
the constitutingthe
indebtednessconstituting CollateralAsset
theCollateral Assetororfor grantingaalien
forgranting securingthe
liensecuring CollateralAsset,
theCollateral Asset,and,and,
aftergiving
after effecttotosuch
giving effect indebtedness or
such indebtedness orsuch lien,the
such lien, issuer(i)
theissuer (i)was insolvent, (ii)
was insolvent, engaged in
was engaged
(iQwas in aa
business for
business for which which the
the remaining
remaining assets
assets ofof such
such issuer
issuer constituted
constituted unreasonably
unreasonably small
small capital
capital oror
(iii)intended
(iii) intended toto incur,
incur, or believedthat
or believed that ititwould incur, debts
would incur, beyond its
debts beyond ability to
itsability to pay debtsas
such debts
pay such asthey
they
mature, such
mature, suchcourt coulddetermine
courtcould invalidate,in
determinetotoinvalidate, wholeor
inwhole orin part,such
inpart, indebtednessororsuch
suchindebtedness suchlien asaa
lienas
fraudulent
fraudulent conveyance,
conveyance, toto subordinate
subordinate such
such indebtedness
indebtedness or
or such
such lien
lien to
to existing
existing or
or future
future creditors
creditors of
of
such issuer, or to recover amounts previously paid by such issuer
such issuer, or to recover amounts previously paid by such issuer in in satisfaction
satisfaction of
of such
such indebtedness.
indebtedness.
The measure
The measure of insolvency for
of insolvency purposes of
for purposes of the foregoing will
the foregoing Generally, an
vary. Generally,
will vary. issuer would
an issuer would be be
considered insolvent
considered insolventat particulartime
ataa particular sumofofits
thesum
timeififthe debtswere
its debts werethen greaterthan
thengreater thanall ofits
all of property at
itsproperty at
aafairfairvaluation,
valuation, or ifthe
or if presentfair
the present saleablevalue
fairsaleable valueof assetswas
itsassets
ofits wasthen thenless amountthat
the amount
than the
lessthan thatwould
would
be required
be required toto paypay its liabilities on
probable liabilities
its probable on its debts as
existing debts
its existing as they absolute and
became absolute
they became an~ matured.
matured.
There can
There be no
can be assurance as
no assurance as to what standard
to what apply in
would apply
court would
standard aa court order to
in order determine whether
to determine whether the the
issuer was
issuer "insolvent" after
was "insolvent" after giving effect to
giving effect incurrence of
the incurrence
to the ofthe indebtedness constituting
the indebtedness constituting the the Collateral
Collateral
Asset or
Asset or the
the grant
grant of securing the
lien securing
ofaa lien CollateralAsset
the Collateral Asset or orthat, regardless of
that, regardless method of
the method
ofthe ~aluation, a
ofvaluation, a
court would not determine that the issuer was
court would not determine that the issuer was "insolvent'
"insolvenf' upon
upon giving
giving effect
effect to
to such
such incurrence
incurrence or grant.
or grant.
In addition,
In addition, inin the event of
the event of the insolvency of
the insolvency issuer of
an issuer
of an Collateral Asset,
of aa Collateral payments made
Asset, payments made on on such
such
CollateralAsset
Collateral Asset or securing such
lien securing
or aa lien such Collateral could be
Asset could
Collateral Asset subjectto
be subject avoidance as
to avoidance as a "preference" ifif
a "preference"
made within
made period of
certain period
within aa certain (which may
time (which
of time may be be as long as
as long one year
as one year oror longer) before insolvency.
longer) before insolvency.
Payments made
Payments under loans
made under underlying Collateral
loans underlying Assets may
Collateral Assets may alsoalso be subject to
be subject avoidance in
to avoidance the event
in the event
of the bankruptcy of the borrower.
of the bankruptcy of the borrower.

In payments on a
general, ifif payments
In general, Collateral Asset
a Collateral whether as
avoidable, whether
are avoidable,
Asset are fraudulent conveyances
as fraudulent conveyances
or preferences, such payments can
or preferences, such payments can be
be recaptured.
recaptured. To
To the extent that
that any such
such payments
payments are recaptured,
are recaptured,
the resulting
the loss will be
resulting loss be bome first by
bome first Income Notes, then
by the Holders of the Income by the
then by Holders of
the Holders the Class
of the Class
D Notes, then by the Holders of the Class C Notes, then
D Notes, then by the Holders of the Class C Notes, then by the Holders of the Class
Class B Notes, then
then by the
by the
Holders
Holders of
of the
the Class
Class A-2 Notes, then by the
the Holders
Holders of the Class S-2
S-2 Notes,
Notes, then
then by
by the
the Holders
Holders of
of the
the
Class A-Id
Class Notes, then by the Holders of the Class A-1c Notes, then by
A-1d Notes, by the Holders of
the Holders of the Class A-lb
the Class A-1b
Notes, then
Notes, then by
by the Holders of the Class A-la
the Holders and, finally, by the Holders of
A-1a Notes and, of the S-1 Notes.
Class S-1
the Class Notes.

Illiquidity of
Illiquidity Collateral Assets; Certain Restrictions on Transfer.
of Collateral Transfer. There may be a limited trading
a limited trading
market for
market for many
many of the Collateral
of the Collateral Assets purchased by the Issuer, and in
Assets purchased in certain instances there may be
there may be
effectively
effectively no no trading
trading market
market therefor.
In
Inaddition, expected that substantially all of the Collateral Assets
is expected
addition, itit is Assets will generally not
will generally have been
not have been
registered or qualified under the
registered or qualified under the Securities Act, or the securities laws of
of any
any other
other jurisdiction,
jurisdiction, and no
and no
person
person or
or entity
entity will
will be
be obligated
obligated to
to register or qualify
qualify any
any such
such Collateral
Collateral Assets
Assets under
under the
the Securities
Securities Act
Act
or
or any
any other
other securities
securities law. Consequently, the Issuer's
law. Consequently, Issuer's transfer of such Collateral Assets
of such will be
Assets will subject to
be subject to
satisfaction of legal requirements
satisfaction of legal requirements applicable to transfers
transfers that
that do
do not
not require
require registration
registration· or
or qualification
qualification
under
under the
the Securities
Securities Act Act oror any applicable state securities
any applicable laws and
securities laws satisfaction of
upon satisfaction
and upon of certain other
certain other
provisions of the respective agreements pursuant
provisions of the respective agreements pursuant to
to which the
the Collateral
Collateral Assets
Assets were
were issued.
issued. is
ItIt is
expected
expected that
that such
such transfers
transfers will
will also be
be subject
subject to satisfaction
satisfaction of
of certain other
other restrictions
restrictions regarding
regarding the
the
transfer
transfer thereof
thereof to, for the
to, for benefit of
the benefit of or assets of,
with assets
or with of, aaPlan,
Plan, as well as
as well other transfer
certain other
as certain restrictions.
transfer restrictions.
The existence of such transfer restrictions
The existence of such transfer restrictions will
will negatively
negatively affect
affect the
the liquidity
liquidity of,
of, and
and consequently
consequently the price
the price
that
that may
may be be realized
realized upon upon aasale
sale of,of, such securities.
such securities.
The
The Issuer's investment inin illiquid
Issuer's investment Assets may
Collateral Assets
illiquid Collateral may affect the Issuer's
affect the right to
Issuer's right such
sell such
to sell
investments if they become Credit Risk Obligations
investments if they become Credit Risk Obligations or
or Defaulted
Defaulted Obligations
Obligations and
and. .the
the timing
timing and
and price
price
thereof.
thereof. The value of
The value illiquid Collateral
of illiquid Assets may
Collateral Assets may be be less comparable, more
than comparable,
less than more liquid investments.
liquid investments.
The
The illiquidity
illiquidity of
of Collateral Assets and
Collateral Assets and the restrictions on
the restrictions transfer of
on transfer Collateral Assets,
of Collateral each case
Assets, inineach as
case as
described above, may also
described above, may also affect
affect the
the ability
ability of
of the
the Issuer
Issuer to
to conduct
conduct aa successful
successful Auction,
Auction, to
to exercise
exercise
redemptions
redemptions and and may alsoaffect
may also amount and
the amount
affect the andtiming receiptof
timing ofofreceipt proceeds from
ofproceeds the sale
from the Collateral
sale ofofCollateral
Assets in connection with the exercise of remedies
Assets in connection with the exercise of remedies following
following an
an Event
Event of
of Default.
Default

..volatility ofMa~et
Volatilityof Value o!_C()/IC!tera/
Market Value The market
Assets. The
of CollateralAssets. value ofofthe
market value CollateralAssets
the Collateral the
and the
Assets and
Reference
Reference Obligations' will generally
Obligations will with, among
fluituate with,
generally fluctuate things, changes
other things,
among other interest
prevailing interest
changes ininprevailing
rates,
rates, general
general economic
economic conditions, the condition
conditions,the financial markets,
certainfinancial
condition ofofcertain trends inin
developmentsorortrends
markets, developments

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Requested by SachsG
Goldman Sachs
byGoldman GS MBS-E-021825423
GS MBS-E-021825423
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any particular
any particular industry
industry and
and the financial condition
the financial the issuers
condition ofof the the Collateral
issuers ofof the Assets and
Collateral Assets and the
the
Reference Obligations.
Reference Obligations. AA decrease
decrease in
in the
the market
market value
value of
ofthe
the Collateral
Collateral Assets
Assets and
and the
the Reference
Reference
Obligationswould
Obligations wouldadversely
adversely affect proceedsthat
the proceeds
affectthe could be
thatcould beobtained uponthe
obtained upon sale of
the sale the Collateral
ofthe Collateral
Assets and could ultimately affect the ability of the Issuer
Assets and could ultimately affect the ability of the Issuer toto effect
effect an
anAuction,
Auction, an
an Optional
Optional Redemption
Redemption by
by
Liquidation or
Liquidation or a
a Tax
Tax Redemption,
Redemption, or
or to
to pay
pay the
theprincipal
principal of
of the
the Notes,
Notes, or
ormake
make distributions
distributions on
on the
theIncome
Income
Notes,upon
Notes, uponaaliquidation ofthe
liquidationof CollateralAssets
theCollateral followingthe
Assetsfollowing occurrenceof
theoccurrence EventofofDefault.
anEvent
ofan Default.

Interest Rate
Interest Rate Risk; Cashflow Swap
Risk; Cashflow Agreement. There
Swap Agreement. There will 'be aa basis
will be timing mismatch
and timing
basis and mismatch
between
between such such Notes
Notes and
and the
the Collateral
Collateral Assets
Assets which
which bear
bear interest
interest at
at aa floating
floating rate,
rate, since
since the
the interest
interest
rates'on
rates on such
such Collateral Assets bearing
Collateral Assets interest at
bearing interest floating rate may adjust more frequently or
at aa floating rate may adjust more frequently or less
less
frequently, on different
frequently, on different dates dates and
and based
based on
on different
different indices,
indices, than
than the
the interest
interest rate
rate on
on the
the Notes.
Notes. The
The'
fixed rates
fixed rates and
and the
the margins LlBOR or
over LIBOR
margins over or other borne by
rates borne
floating rates
otherfloating by Collateral Assets may
Collateral Assets may bebe lower
lower
than those
than those on on sold
sold or amortized Collateral
or amortized Assets which
Collateral Assets could cause
which could decline in
significant decline
cause aa significant in interest
interest
coverage
coverage for
for the
the Notes.
Notes.
On the
On the Closing
Closing Date,
Date, the
the Issuer enter into
will enter
Issuerwill a Cashflow
into a Agreement to
SWap Agreement
Cashflow Swap reduce the
to reduce the impact
impact
ofthe
of the timing
timing mismatches payments of
between payments
mismatches between intereston
of interest Class S
the Class
on the Notes, the
S Notes, Class A
the Class Notes and
A Notes and the
the
Class B Notes
Class B Notes and and the
the receipt
receipt of
of payments
payments on
on the
the Collateral
Collateral Assets
Assets that
that are
are PIK
PIK Bonds.
Bonds. After
After the
the Closing
Closing
Date, even ifif the
Date, even the Collateral
Collateral Manager believes that
Manager believes engaging in
that engaging a hedging
in a technique (other
hedging technique than replacing
(other than replacing
an existing Cashflow Swap Agreement
an existing Cashflow Swap Agreement that
that is
is terminated)
terminated) would
would be
be beneficial, the
the Collateral
Collateral Managerwill
Manager will
be unable
be unable to to dodo so. Despite the
so. Despite having the
Issuer having
the Issuer benefit of
the benefit Cashflow Swap
a Cashflow
of a Agreement, there
Swap Agreement, can be
there can be
no assurance
no assurance that that the
the Collateral Assets and
Collateral Assets the Eligible
and the Investments will
Eligible Investments in all
will in circumstances generate
all circumstances generate
sufficient Proceeds
sufficient Proceeds to to make payments of stated
timely payments
make timely interest on
slated interest the Notes or
on the amounts subordinated
or amounts subordinated
thereto. 'There
thereto. There is no assurance
is no assurance that the Cashflow Swap
the Cashflow Agreement will solve
Swap Agreement solve all cashflow deferral
all cashflow deferral
mismatches.
mismatches.
Issuer may only terminate the Cashflow
The Issuer
The Cashflow Swap Agreement if the
Swap Agreement Rating Agency
the Rating Condition is
Agency Condition is
satisfied. In the event the Cashflow
satisfied. In the event the Cashflow Swap Agreement is
Agreement is terminated other than
than from
from termination
termination events
events
described in
described the Cashflow
in the Swap Agreement, the Issuer has agreed to use
Cashflow Swap use reasonable
reasonable efforts to enter
efforts to into
enter into
a
a substitute
substitute Cashflow
Cashflow Swap Agreement unless the Rating Agency Condition would not
Swap Agreement satisfied by
be satisfied
not be by a a
SUbstitute Cashflow Swap Agreement,
substitute Cashflow Swap Agreement, but there is
is no assurance that a substitute
SUbstitute will
will be
be found
found or
or that
that the
the
Rating Agency
Rating Agency Condition will be satisfied. Any termination of the Cashflow
Condition will Cashflow Swap Swap Agreement, whether in
Agreement, whether in
whole or in part, may require
whole or in part, may require the the Issuer to pay termination payments to the Cashflow Swap Counterparty,
Counterparty,
which
which amounts
amounts are are payable
payable inin accordance with the Priority of Payments prior prior toto any payments on
any payments on the
the
Notes unless such payments
Notes unless such payments are Defaulted Cashflow Swap Termination Payments.
Payments.

The
The Issuer's
Issuer's ability its obligations on
ability to meet its on the Notes will largely
Notes will depend on
largely depend the ability
on the the
of the
ability of
Cashflow
Cashflow Swap
Swap Counterparty
Counterparty to
to meet its obligations under
under the
the Cashflow
Cashflow Swap
Swap Agreement.
Agreement. In
In the
the event
event
the
the Cashflow
Cashflow Swap Counterparty defaults or the Cashflow Swap Agreement is
Swap Counterparty can be
there can
terminated, there
is terminated, be
no assurance that the
no assurance that the amounts
amounts received
received from
from the
the Collateral
Collateral Assets will
will be
be sufficient
sufficient to
to provide
provide for
for full
full
payments
payments due
due and
and payable
payable on Notes, or
on the Notes, or that amounts otherwise distributable to
otherwise distributable Holders of
the Holders
to the the
of the
Income Notes will not be reduced.
Income Notes will not be reduced. '

In
Inthe
the event
event of
of the insolvency of
the insolvency the Cashflow
of the Counterparty, the
Swap Counterparty,
Cashflow Swap Issuer will
the Issuer be treated
will be as aa
treated as
general
general creditor
creditor of
of such
such Cashflow
Cashflow Swap
Swap Counterparty.
Counterparty. Consequently,
Consequently, the
the Issuer
Issuer will
will be
be subject
subject to
to the
the
credit risk of the Cashflow Swap Counterparty.
credit risk of the Cashflow Swap Counterparty. As
As a
a result,
result, concentrations
concentrations of
of Cashflow
Cashflow Swap
Swap
Agreements
Agreements inin anyone Cashflow Swap
any one Cashflow Counterparty subject
Swap Counterparty the Notes
subject the to an
Notes to degree of
additional degree
an additional of risk
risk
with
with respect
respect toto defaults by such
defaults by Cashflow Swap
such Cashflow Counterparty.
Swap Counterparty.
Goldman
Goldman Sachs
Sachs Intemational bethe
will be
International will Cashflow Swap
initial Cashflow
the initial Counterparty.
Swap Counterparty.
Prospective
Prospective purchasers
purchasers of of the Notes and
the Notes the Income
and the Notes should
Income Notes consider and
should consider assess for
and assess for
themselves
themselves the the likelihood
likelihood of
of aa default
default by
by the
the Cashflow
Cashflow Swap
Swap Counterparty
Counterparty or
or aa guarantor
guarantor of
of its
its
obligations,
obligations, asas well
well asas the obligations of
the obligations the Issuer
of the under the
Issuer under Cashflow Swap
the Cashflow including the
Agreement, including
Swap Agreement, the
obligation
obligation totomake
maketermination paymentstotothe
termination payments Cashflow Swap
the Cashflow Counterparty, and
Swap Counterparty, and the the ,..
likely.ability ofofthe
the Iikely.~~ililY.
Issuer
Issuer to
to terminate
terminate or
or reduce
reduce the
the Cashflow
Cashflow Swap
Swap Agreement
Agreement or
or enter
enter into
into additional
additional Cashflow
Cashflow Swap
Swap
Agreements.
Agreements. '

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Goldman Sachs
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Footnote Exhibits - Page 5514

ConcentrationRisk.
Concentration Risk.The investin
willinvest
Issuerwill
TheIssuer inaapool CollateralAssets
poolofofCollateral consistingofofU.S.
Assetsconsisting U.S.Dollar
Dollar
denominated
denominated COO
CDO Securities
Securities and
and Synthetic
Synthetic Securities
Securities referencing
referencing CDO
COO Securities.
Securities. With
Wrth regard
regard to
tothe
the
ConateralAssets
Collateral Assets or orthe
the securities underlying the
securitiesunderlying theCDOCOO Securities with respect
Securitieswith particularobligor,
any particular
respecttoto any obligor,
industry oror country
industry country (other than the
(other than States), the
United States),
the United concentration of
the concentration of the Assets (or
Collateral Assets
the Collateral (or the
the,
portfolios
portfolios of
of securities
securities underlying
underlying certain
certain Collateral
Collateral Assets)
Assets) in
inany one
anyone obligor
obligor would
would subject
subject the
theSecurities
Securities
totoaagreater
greaterdegree
degreeofofrisk with respect
riskwith defaultsby
respecttotodefaults suchobligor,
bysuch andthe
obligor,and concentrationofofthe
theconcentration theCollateral,
Collateral'
Assets
Assets (or (or the
the portfolios
portfolios ofof securities
securities underlying
underlying certain
certain Collateral
Collateral Assets)
Assets) in
in any one
anyone industry
industry would
would
subject the
subject the Securities
Securities toto aa greater degree ofof risk
greater degree with respect
risk with economic downturns
respect toto economic to such
relating to
downturns relating such
industry. In addition,
industry. In addition, the concentration of
the concentration ofthe Assets (or
Collateral Assets
the Collateral (or the portfolios of
the portfolios securities underlying
of securities underlying
certain Collateral
certain Assets) in
CollateralAssets) inany
anyone country (other
one country theUnited
thanthe
(otherthan States)would
United States) subjectthe
wouldsubject Securitiesto
the Securities to
risks. Further, the concentration of
special risks related to regional economic conditions and sovereign
special risks related to regional economic conditions and sovereign risks. Further, the concentration
the CDO
of
the Collateral Assets
the Collateral Assets will
will change
change after
·after the
the Closing
Closing Date
Date as
as the
the underlying
underlying securities
securities backing
backing the COO
Securities or
Securities or Reference Obligations are
Reference Obligations sold, paid
are sold, orredeemed.
paid or redeemed.

No single
No issuer (or,
single issuer with respect
(or, with to Synthetic
respect to Securities, no
SyntheticSecurities, single issuer
no single ofthe
issuerof related Reference
the related Reference
,Obligation) will
.Obligation) as of
represent as
will represent of the Closing Date
the Closing more than
Date more approximately 2.0%
than approximately of the
2.0% of Collateral Assets
the Collateral Assets
by outstanding Principal Balance.
by outstanding Principal Balance. See
See "Security
"Security for
forthe
the Notes-The
Notes-The Collateral
Collateral Assets."
Assets."

Other Considerations
Other Considerations

Changes in
Changes in Tax
Tax Law; Payments on
Gross-Up. Payments
Law; No Gross-Up. on the Collateral Assets generally
Collateral Assets expected to
are expected
generally are to
be exempt under current United States tax law
be exempt under current United States tax law from
from the
the imposition
imposition of
of United
United States
States withholding
withholding tax. See
tax. See
"Income Tax
"Income Considerations-United States
Tax Considerations-United States Tax Considerations-Tax Treatment of
Considerations-Tax Treatment Issuer." However,
of Issuer."
the Issuer
the Issuer will
will not be making
not be making any independent investigation of
any independent surrounding the
the circumstances surrounding
of the the
individual assets
individual assets comprising
comprising the Collateral
Collateral Assets and,
and, as a
a result, there can be no
no assurance
assurance that
that the
the
payments on
payments on the Collateral Assets may not
the Collateral be subject to withholding taxes imposed by
not be by the United States
the United States
of America or another jurisdiction.
of America or another jurisdiction. In
In that event, if the
the obligors of such Collateral Assets
Assets were
were not then
not then
required to
required to make
make "gross-up" payments that cover the full amount
"gross-up" payments. amount of any such withholding taxes, the the
amounts available
amounts available to make payments on, or distributions to, the Holders
to make Holders of of the Securities would
the Securities would
accordingly be
accordingly There can be no assurance that remaining
reduced. There
be reduced. remaining payments on on the
the Collateral would be
Collateral would be
sufficient to make timely payments
sufficient to make timely payments of interest on and payment of principal at
at the
the Stated
Stated Maturity
Maturity of each
of each
Class
Class ofof the Notes and, consequently, to make any payments on the Income
the Notes Notes on
Income Notes the Stated
on the Stated
Maturity.
Maturity.
In, the event
In.the event that any with~olding
that any withholding tax is imposed on payments on
tax is Securities, the
the Securities,'
on the Holders of
the Holders of
such Securities will not be entitled to receive "grossed-up"
such Securities will not be entitled to receive "grossed-up" amounts to compensate for such withholding
tax.
tax. In
In addition,
addition, upon
upon the
the occurrence
occurrence ofof aa Tax Issuer will redeem
Tax Event, the Issuer but not in
redeem ininwhole but at
part, at
in part,
applicable
applicable Redemption
Redemption Prices
Prices specified herein, the Notes in
specified herein, the procedures
accordance with the
in accordance described
procedures described
under
under "Description
"Description of Securities-Tax Redemption,"
the Securities-Tax
of the Redemption by
"-Optional Redemption
Redemption," "-Optional Liquidation," "-
by Liquidation,"
Optional
Optional Redemption
Redemption by Refinancing-Optional Redemptionffax
by Refinancing-Optional Redemption Procedures"
Redemption/Tax Redemption herein.
Procedures" herein.
Lack
Lack ofof Operating
Operating History. Each of
History. Each the Issuers
of the recently incorporated
Issuers isis aa recently entity and
incorporated entity no
has no
and has
substantial
substantial prior
prior operating
operating history. Accordingly, neither
history. Accordingly, of the
neither of Issuers has a performance history for aa
the Issuers has a performance history for
prospective investor to consider.
prospective investor to consider.
Investment
Investment CompanyCompany Act. Neither of
Act. Neither of the Issuers has
the Issuers registered with
has registered the United
with the Securities
States Securities
United States
and Exchange
and Exchange Commission
Commission (the
(the "SEC')
·SEC'1 as
as an
an investment
investment company
company pursuant
pursuant to
to the
the Investment
Investment Company
Company
Act.
Act. The The Issuer
Issuer has has not
not so registered ininreliance
so registered reliance on on an exception for
an exception investment companies
for investment organized
companies organized
under
under thethe laws
laws ofofaajurisdiction other than
jurisdiction other than the the United States whose
United States resident ininthe
investors resident
whose investors the United States
United States
are
are solely
solely Qualified
Qualified Purchasers
Purchasers and which do
and which do not make aapublic
not make offering ofof their
public offering securities ininthe
their securities United
the United
States.
States. Counsel
Counsel for for the Issuers will
the,Issuers will opine, connection with
opine, inin connection with the sale ofof the
the sale Securities by
the Securities by the Initial
the Initial
Purchaser, that
Purchaser, that neither neither the
the Issuer
Issuer nor
nor the
the Co-Issuer
Co-Issuer is
is on
on the
the Closing
Closing Date
Date an
an investment
investment company
company
required
required totobe beregistered
registered under
underthe Investment Company
the Investment CompanyAct (assuming, for
Act (assuming, purposes of
the purposes
forthe ofsuch opinion,
such opinion,
_.. -. ·lhaf~the
thafthe
Securities
Securities
-·are
afe
sold
sold
by
by
the
the Initial
Initial Purchaser
Purchaser in
in accorcjance
accordance with
with the
the terms
terms of
of ·the
-the Purchase
Purchase

Agreement). No
Agreement). Noopinion
opinionoror no-action
no-actionpositionpositionhas requested ofofthe
beenrequested
hasbeen SEC.
theSEC.

55
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Requested by Sachs
Goldman Sachs
byGoldman GS MBS-E-021825425
GS MBS-E-021825425
Footnote Exhibits - Page 5515

SEC or
the SEC
IfIfthe or aa court competentjurisdiction
court ofof competent were to
jurisdiction were thatthe
find that
tofind Issuer or
the Issuer orthe Co-Issuer is
the Co-Issuer is
required, but in violation of the Investment Company
required, but in violation of the Investment Company Act
Act had
had failed,
failed, toto register
register as
as an
an investment
investment
company, possible
company, consequences include,
possibleconsequences include,but butare notlimited
arenot following: (i)
thefollowing:
to, the
limitedto, (i)the SECcould
the SEC applyto
couldapply to
court to
district court
aa district to enjoin violation; (ii)
theviolation;
enjoin the investors in
(ii) investors Issueror
the Issuer
inthe orthe Co-Issuercould
the Co-Issuer suethe
could sue Issuer or
the Issuer or
the Co-Issuer,
the Co-Issuer, as as the case may
the case may be, recover any
and recover
be, and caused by
damages caused
any damages by the violation; and
the violation; (iii) any
and (iii) any
contract to
contract which the
to which Issuer or
the Issuer Co-Issuer, as
the Co-Issuer,
orthe as the may be,
case may
the case be, is partythat
is aa party that is made in,
is made or whose
in, or whose
performanceinvolves
performance violation of
involves aaviolation ofthe CompanyAct
InvestmentCompany
the Investment would be
Actwould unenforceableby
be unenforceable by any partyto
anyparty to
the contract unless
thecontract courtwere
unless aa court weretoto find underthe
that under
find that the circumstances enforcementwould
circumstances enforcement produce aa more
would produce more
equitable result than
equitable result non-enforcementand
than non-enforcement would not
andwould inconsistent with
be inconsistent
not be with the purposes of
the purposes the Investment
ofthe Investment
Company Act.
Company Act Should the Should the Issuer
Issuer or
or the
the Co-Issuer
Co-Issuer be
be subjected
subjected to
to any
any ororall
all of
of the
the foregoing,
foregoing. the
the Issuer or
Issuer or
theCo-Issuer,
the Co-Issuer, as case may
thecase
as the would be
be, would
may be, materiallyand
be materially adversely affected.
and adversely affected.

The Securities are


The Securities permitted to
only permitted
are only to be transferred to
be transferred Qualified Institutional
to Qualified Buyers in
Institutional Buyers in transactions
transactions
meeting
meeting the
the requirements
requirements of
of Rule
Rule 144A
144A and,
and, solely
solely in
in the
the case
case of
of the
the Income
Income Notes,
Notes, to
to Accredited
Accredited
having a
Investors having
Investors a net worth of
net worth not less
of not than U.S.$10
less than million in
U.S.$10 million transactions exempt
in transactions from registration
exempt from registration
under the
under Securities Act,
the. Securities or in
Act, or in an transaction, to
offshore transaction,
an offshore to a a non-U.S. Person, complying
non-U.S. Person, with Rule
complying with 903 or
Rule 903 or
Rule 904
Rule 904 of Regulation S.
of Regulation S. TheThe Securities offered in
being offered
Securities being the United
in the States are
United States being offered
are being only to
offered only to
persons that
persons that are also Qualified
are also Purchasers. Any
Qualified Purchasers. non-permitted transfer
Any non-permitted will be
transfer will and the
voided and
be voided the Issuers
Issuers
can require
can transferee to
the transferee
require the sell its
to sell Securities to
its Securities to a transferee, with
permitted transferee,
a permitted with such sale to
such sale be effected
to be effected
within 30
within days after
30 days notice of
after notice of such requirement is
sale requirement
such sale given. If
is given. If such sale is is not effected within
not effected such 30
within such 30
day period, upon
day period, upon written written direction
direction from
from the Issuer, the
the Trustee
Trustee will
will be
be authorized
authorized to
to conduct
conduct aa
commercially reasonable sale of such
commercially reasonable Securities to
such Securities to a transferee and
permitted transferee
a permitted transfer, no
pending such transfer,
and pending no
payments will
further payments
further made in
be made
will be respect of
in respect of such Securities or any beneficial interest therein. See
interest therein. See
"Description of the
"Description Securities..:.-t=orm of the
the Securities--Form Securities" and "Notice
the Securities" "Notice to Investors."
Investors."

Credit Ratings.
Credit Credit ratings of debt
Ratings. Credit represent the
debt securities represent the rating agencies' opinions regarding
credit quality and are
their credit
their guarantee of quality. Rating agencies
are not a guarantee agencies attempt evaluate the
attempt to evaluate safety of
the safety of
principal and
principal interest payments and do not evaluate the risks of fluctuations in
and interest market value, therefore,
in market therefore,
they may
they may not
not fully the true
reflect the
fully reflect risks of an investment. Also, rating agencies may
true risks may fail to make make timely
timely
changes
changes in in credit ratings in in response to subsequent events, so that an an issuer's
issuer's current financial condition
current financial condition
may be
may better or
be better worse than
or worse than a non-investment grade
a rating indicates. Credit ratings of non-investment grade and and comparable
comparable
obligations included in
unrated obligations
unrated in the Collateral Assets and Reference Obligations Obligations may may be be less reliable
less reliable
indicators of investment
indicators of investment quality than would be the case with
with investments
investments in
in investment-grade
investment-grade debt
debt
obligations.
obligations.
Implementation
Implementation of of Securities Regulation in in Europe. As As part part of coordinated action
of aa coordinated action planplan forfor
harmonization of securities markets in
harmonization of securities markets in Europe, the European Parliament and the
the Council
Council of
of the
the European
European
Union
Union has adopted aa series
has adopted including the
series of directives, including the Prospectus Directive (2003n1IEC) (2003/71/EC) the the
Transparency
Transparency Directive Directive (2004/109/EC) and the Market Abuse Directive (2003/6/EC) which
Directive (2003/6IEC) which aimaim to ensure
to ensure
investor protection and
investor protection and market efficiency in
market efficiency in accordance with with high standards across
regulatory standards
high regulatory across the the
European
European community.
community. Pursuant directives member states have
Pursuant to such directives have introduced, or in the
are in
or are process
the process
of
of introducing, legislation into
introducing, legislation implement the
domestic markets to implement
their domestic
into their requirements of
the reqUirements directives.
these directives.
of these
The
The introduction
introduction of such legislation has effected and will effect
of such regulation of
the regulation
effect the issuers of
of issuers securities that
of securities that
are offered to the public or
are offered to the public or admitted
admitted to
to trading on
on a
a European
European Union
Union regulated
regulated market
market and
and the
the nature
nature and
and
content of
content of disclosure required to
disclosure required to bebe made respect of
made inin respect issuers and
such issuers
of such and their securities. The
related securities.
their related The
listing
listing of Notes or
of Notes Income Notes
or Income Notes on European Union
any European
on any exchange would
stock exchange
Union stock subject the
would subject Issuer to
the Issuer to
regulation
regulation under
under these
these directives,
directives, although
although the
the requirements
requirements applicable
applicable to
to the
the Issuer
Issuer are
are not
not yet
yet fully
fully
clarified. Indenture will
The Indenture
clarified. The will not Issuer to
the Issuer
require the
not require to apply list or
for, list
apply for, maintain aa listing
or maintain Class of
any Class
for any
listing for of
Notes or Income Notes
NoteS or Income Notes on
on a
a European
European Union
Union stock
stock exchange
exchange if
if compliance
compliance with
with these
these directives
directives (or
(or other
other
requirements
requirements adoptedadopted by by the Parliament and
European Parliament
the European Council of
and Council of the European Union
the European Union or relevant
or aa relevant
member state) becomes burdensome. Should
member state) becomes burdensome. Should the
the Notes
Notes or
or Income
Income Notes
Notes be
be delisted
delisted from
from any
any
exchange, the
exchange, the ability of the
abilityof holders of
the holders Securities to
such Securities
ofsuch Securities ininthe
such Securities
sell such
to sell secondary market
the secondary market may may
bebe negatively impacted.
negatively impacted.
~--
. -_ ..-EUEU Savings
Savings Directive.
Directive. If,If,following
following implementation
implementation of Council Directive
European Council
of European 2003/48/EC, aa __
Directive 2003/48/EC,
payment were
payment were to
to be
be made
made or
or collected
collected through
through a
a member
member state
state that
that opted
opted for
for a
a withholding
withholding system and
system and
an
an amount
amount of respect ofof tax
of ororininrespect were toto be
tax were withheld from
be withheld payment, neither
that payment,
from that the issuer
neither the northe
issuer nor paying
the paying

56
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Requested by Sachs
Goldman Sachs MBS-E-021825426
GS MBS-E-021825426
GS
Footnote Exhibits - Page 5516

agent nor
agent any other
nor any would be
person would
other person obliged to
be obliged amounts as
additional amounts
pay additional
to pay result of
as aa result ofthe imposition of
the imposition of
such withholding tax.
such withholding withholding tax
If aawithholding
tax. If tax is imposed on
is imposed made by
payment made
on aa payment by aa paying agent following
paying agent following
implementation of
implementation this Directive,
ofthis the issuer
Directive, the will be
issuerwill required to
be required maintain aa paying
to maintain agent in
paying agent memberstate
in aa member state
that notbe
will not
thatwill obligedto
beobliged withholdor
towithhold deducttax
ordeduct pursuantto
tax pursuant the Directive.
to the Directive.

Certain Conflicts of
Certain Conflicts Interest. Various
of Interest. potential and
Various potential conflicts of
actual conflicts
and actual of interest may arise
interest may from the
arise from the
overall
overall advisory,
advisory, investment
investment and
and other
other activities
activities of
of the
the Collateral
Collateral Manager,
Manager, its
its affiliates
affiliates and
and their
their
respective clients and
respective clients employees and
and employees from the
and from overall investment
the overall actMty of
invesbnent activity Initial Purchaser,
the Initial
of the Purchaser,
including in
including in other transactions with
other transactions the Issuer,
with the including, without
Issuer, including, acting as
limitation, acting
without limitation, counterparty with
as counterparty with
respect to
respect to any Cashflow Swap
any Cashflow Agreement. The
SwapAgreement. following briefly
Thefollowing summarizes some
briefly summarizes some of of these conflicts, but
these conflicts, but
is not intended
is not be an
to be
intended to list of
exhaustive list
an exhaustive ofall such conflicts.
all such conflicts.

Col/ateral Manager
The Collateral
The Various potential
Manager Various and actual
potential and conflicts of
actual conflicts interest may
of interest from the
arise from
may arise the
overall investment and
advisory, investment
overall advisory, and other activities of
other activities the Collateral
of the Manager, its
Collateral Manager, and their
affiliates and
its affiliates their
respective clients and
respective clients employees. The
and employees. following briefly
The following some of
summarizes some
briefly summarizes of these conflicts, but
these conflicts, is not
but is not
intended to be an exhaustive
intended to be an exhaustive list of
of all such
such conflicts.
The Collateral Manager
The Collateral affiliates have
and/or its affiliates
Manager and/or relationships with,
ongoing relationships
have ongoing service to,
render service
with, render to,
finance and engage in
and engage with, and may
in transactions with, own debt
may own or equity
debt or issued by
securities issued
equity securities issuers of
by issuers of
certain of
certain of the Collateral Assets. The Collateral
the Collateral Manager and
Collateral Manager its affiliates
and its invest on
may invest
affiliates may behalf of
on behalf of
themselves and other clients
themselves senior or
in securities that are senior
clients in subordinated to, or
or subordinated or have interests different
have interests different
from or adverse to, the
from the Collateral Assets. The interests of such parties
The interests than or
different than
may be different
parties may adverse to
or adverse to
the interests
the Holders of
interests of the Holders of the Securities. In persons may
such persons
In addition, such information relating
possess information
may possess relating
Collateral Assets which is
to the Collateral
to is not known to the individuals Collateral Manager
the Collateral
individuals at the responsible for
Manager responsible for
monitoring the Collateral
monitoring the Collateral Assets and performing
performing the other obligations under
under the
the Collateral
Collateral Management
Management
Agreement. Such persons persons will not be be required (and may not be be permitted) to share such
to share information or
such information or
pass it along
pass it along to the Issuer, the Collateral Manager
Collateral Manager or any Holder of any Security. Neither
Neither the Collateral
the Collateral
Manager
Manager nor Holder of
Issuer or any Holder
such person will have liability to the Issuer
nor any of such any Security
of any failure to
for failure
Security for to
information or for taking, or failing to
disclose such information to take, any action based upon such information.
upon such information.

In addition,
In Collateral Manager
addition, the Collateral and/or any of its affiliates may engage in
Manager and/or any other
in any business
other business
and furnish investment management
and management and advisory services to others others which which may include, without
may include, without
limitation, serving as consultant or servicer for, investing in,
limitation, in, lending to, being affiliated with or
affiliated with have other
or have other
relationships with, other entities organized to issue collateralized debt obligations
ongoing relationships
ongoing obligations securedsecured by by
assets similar to the Collateral Assets, and other trusts and pooled investments investments vehicles vehicles that that acquire
acquire
in,provide financing to,
interests in,
interests to, or otherwise deal with securities issued issued by issuers that
by issuers would be
that would suitable
be suitable
investments
investments for for the .Issuer. In In the course of monitoring the Collateral Assets Assets held held by by the Issuer, the
the Issuer, the
Collateral
Collateral Manager may consider its relationships with other clients (including entities entities whose securities (or
whose securities (or
those
those of
of its
its affiliates)
affiliates) are pledged to secure
secure the
the Notes) and
and its
its affiliates.
affiliates. In
In providing
providing services
services to
to other
other
clients,
clients, the
the Collateral Manager and its affiliates may recommend
Collateral Manager activities that
recommend activities compete with
would compete
that would with or or
otherwise adversely affect the
otherwise adversely affect the Issuer. In
In addition, the Collateral Manager
Manager will
will be free,
free, in
in its
its sole
sole discretion,
discretion,
to
to make recommendations to
make recommendations transactions on behalf
to others, or effect transactions behalf of of itself or for
itself or others, that
for others, may be
that may the
be the
same as or
same as or different from those effected on behalf
on behalf of
of the Issuer,
Issuer, and
and the
the Collateral
Collateral Manager
Manager may
may furnish
furnish
advisory
advisory services
services to to others who may have investment policies similar to to those followed by
those followed Issuer and
the Issuer
by the and
who may own
who may securities of the
own securities the same class, or which are the same
class, or same type type as, the Collateral
as, the Assets. Under
Collateral Assets. Under
the terms of
the terms of the Collateral Management
the Collateral Agreement, the Collateral
Management Agreement, Manager will
Collateral Manager will be permitted to
be permitted take
to take
whatever action isis in
whatever action the Collateral
in the Managers best
Collateral Manager's best interest regardless of
interest regardless of the impact on
the impact on the Collateral
the Collateral
Assets. InInaddition,
Assets. under certain
addition, under circumstances the
certain circumstances Collateral Manager may
the Collateral direct the
may direct Issuer to
the Issuer sell
to sell
certain
certain Collateral
Collateral Assets.
Assets. Such
Such sales
sales of
of Collateral
Collateral Assets
Assets may
may result
result in
in losses
Iqsses by
by the
the Issuer,
Issuer, which
which losses
losses
may result ininthe
may result reduction or
the reduction withdrawal of
or withdrawal rating of
the rating
of the any or
of any all of
or all Securities by
the Securities
of the by anyany of of the Rating
the Rating
Agencies. In determining whether to exercise
Agencies. In determining whether to exercise such
such right,
right, the
the Collateral
Collateral Manager
Manager need
need not
not take
take into
into
account
account the interests of
the interests the Issuers,
of the Noteholders, the
the Noteholders,
Issuers, the the Income Noteholders or
Income Noteholders any other
or any party.
other party.
The Collateral
The Manager and/or
Collateral Manager affiliates may
its affiliates
and/or its times be
certain times
may atat certain be simultaneously to
seeking to
simultaneously seeking
purchase
purchlise or dispose of
or dispose investments for
of investments their respective
for their accounts or
respective accounts for 'another
or for entity, including
'another entity, other
including other
collateralized
collateralized debt obligation vehicles,
debt obligation at the
vehicles, at same time
the same purchasing or
as ititisispurchasing
time as or disposing of investments
disposing of for
investments for
the
the Issuer.
Issuer.Accordingly,
Accordingly, conflicts regarding the
arise regarding
may arise
conflicts may allocation of
the allocation opportunities.
sale opportunities.
ofsale

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Footnote Exhibits - Page 5517

The Collateral Manager may aggregate sales of


Collateral Manager of securities placed respect to
placed with respect to the
the Collateral
with similar sales being
Assets with accounts managed
made simultaneously for other clients or other accounts
being made managed byby the
Manager or
Collateral Manager
Collateral or with accounts of the in the Collateral
Collateral Manager, ifif in
the affiliates of the Collateral
Manager's reasonable business judgment
Manager's result in
aggregation will 'result
judgment such aggregation in an overall economic benefit to
overall economic
the Issuer, taking into consideration the advantageous selling price, brokerage commission and other
brokerage commission other
expenses. However, no Collateral Management
no provision of the Collateral Agreement requires the Collateral
Management Agreement
its, affiliates to execute
Manager or its. orders as part of concurrent authorizations or to aggregate sales.
execute orders
Manager may, in
Collateral Manager
Nevertheless, the Collateral consideration research
in the allocation of business, take into consideration
brokerage services furnished to the Collateral
and other brokerage Manager or its affiliates by brokers and dealers.
Collateral Manager
Such services may Manager in
may be used by the Collateral Manager Manager's other
in connection with the Collateral Managers other
advisory services or investment operations.

No provision in Collateral Management


in the Collateral Agreement prevents
Management Agreement Manager or
Collateral Manager
prevents the Collateral or any of
its affiliates from rendering services of any kind to the issuer of any Collateral Assets and its affiliates, the the
Trustee, the Holders of the Securities, the Cashflow
the Holders other entity. Without
Counterparty or any other
Cashflow Swap Counterparty Without
Collateral, Manager and its affiliates, directors, officers,
prejudice to the generality of the foregoing, the Collateral
employees and agents may, among among other things:, (a) serve as general partner, adviser, sponsor or
things: (a)
manager of partnerships or companies organized to issue collateralized bond or loan obligations secured
manager secured
Collateral Assets, directors (whether supervisory or managing), partners, officers,
by assets similar to the Collateral
employees, agents, nominees or signatories for an issuer of any Collateral Assets; (b) (b)receive fees for
thereof; (c)
services rendered to the issuer of any Collateral Assets or any affiliate thereof, to provide
(c) be retained to
services unrelated to the Collateral Management Agreement to the Issuer or its Affiliates and be paid
Management Agreement paid
therefor;
therefor; (d)(d)a secured or unsecured creditor of, or hold an equity interest in, in, any issuer of any Collateral
Assets; (e) (e) serve as a member "creditors' committee" with respect to any
board" or "creditors'
member of any "creditors' board" any
Collateral Assets which has become or may may become a Defaulted Obligation or with respect to any
mortgage loan securing any Collateral Assets or the respective borrower for any such
commercial mortgage
mortgage loan; (f)
commercial mortgage (f)own or make loans to any borrower or affiliate of of any borrower on any of
any borrower of
mortgage loans securing the Collateral Assets; (g)
the commercial mortgage already invested, in
(g)invest, or have already in
obligations and/or other securities that are identical to or senior to, or have interests different from from or or
adverse to, the Collateral Assets; (h) (h) make investments on their own behalf without offering such
without' offering such
investment opportunities to the Issuer or informing the Issuer of any investments before before engaging in in any
investment for themselves; (i) (i) recommend or effect direct trades between the Issuer and the the Collateral
Collateral
Manager Affiliate or funds or accounts for which the Collateral Manager or an
Manager or a Collateral Manager an
Affiliate serve as Collateral Manager, acting as principal or agent, subject to applicable legal legal
requirements; (j) 0> invest inin' obligations that would be appropriate as Collateral and have ongoing
relationships with, render services to or engage in obligations are
in transaction with, companies whose obligations are
included in in the Collateral and may own equity or debt securities by issuers of and other obligors of of
Collateral Assets; and (k) (k)enter into agency cross-transactions where the Collateral Manager and/or the the
Collateral Manage Affiliates acts as broker for the Issuer and for the other party to the transaction, to the
~o the
extent permitted under applicable law. Under the terms of the Collateral Management Management Agreement, the the
Collateral Manager will be permitted to take whatever action is in the Collateral Manager's
is in interest
best interest
Manager's best
regardless of the impact on the Collateral Assets.

On the Closing Date itit isis expected that the Collateral Manager or one or more clients or or affiliates
affiliates
of the Collateral Manager will purchase approximately 50% of the aggregate notional amount of the
of the
Income Notes and 100%100% of the Aggregate Outstanding Amount of the Class 0D Notes and may purchase
Notes and/or Income Notes on or after the Closing Date. The Collateral Manager or such clients clients or or
affiliates may at times also own other Securities. There is Manager or
is no assurance that the Collateral Manager or
Notes (including
Income Notes
any of such clients or affiliates will continue to hold any or all of the Notes or the Income (including
Income Notes and the Class 0D Notes purchased on the Closing Date) or that they will continue to
the Income to hold
in any securities related to the Collateral Assets. For so long as Greywolf is
interests in Collateral
is the Collateral
Manager and any funds managed
Manager managed by Greywolf continue to hold Collateral
Income Notes, any Collateral
hold any Income
.-- ==... ~~- ..... ~- . Management Fees otherwise payable Collateral Manager
to the Collateral
payable to Manager.he(~under by- the Issuer inin
hereunder shall be paid by-the,lssuer
(i) first,
the following order: (i) first, to such
such funds managed by Greywolf
Greywolf (on aa pro rata
rate basis among such funds),
in an amount equal to
in to the product of (x) (x) such Collateral Management Fees and (y) (y) aa fraction the

58
58

Confidential Treatment Requested


Confidential Sachs
Goldman Sachs
Requested by Goldman MBS-E-021825428
GS MBS-E-021825428
Footnote Exhibits - Page 5518

whichis
numeratorofofwhich
numerator isthe amountof
notionalamount
thenotional ofthe heldby
Notesheld
IncomeNotes
theIncome bysuch managedby
funds managed
suchfunds byGreywolf
Greywolf
andthe
and denominatorof
thedenominator which is
ofwhich theaggregate
isthe amountofofall
notional amount
aggregate notional the Income
allthe Notesand
Income Notes (ii)second,
and(ii) second,
remainder, ififany,
the remainder,
the toGreywolf.
any,to Greywolf.

Greywolfor
Greywolf any of
or any its affiliates
ofits or subsidiaries
affiliates or will be
subsidiaries will permitted toto exercise
be permitted allvoting
exercise all rights with
voting rights with
respect to any Securities
respect to any Securities that
that they
they may
may acquire
acquire (other
(other than
than with
with respect
respect to
to a
a vote
vote regarding
regarding the
the removal
removal of
of
the Manager or
Collateral Manager
the Collateral orthe termination or
the termination assignment of
or assignment the Collateral
ofthe Agreement). The
ManagementAgreement).
Collateral Management The
interests of
interests persons may
such persons
of such may be be different from or
different from adverse to
or adverse to the interests of
the interests the other
of the Holders of
other Holders of
Securities.
Securities.
The Collateral
The Manager, in
Collateral Manager, sole discretion,
its sole
in its may, from
discretion, may, time to
from time to time, waive all
time; waive or any
all or portion of
any portion of .
the Collateral Management Fee, and may defer all or any portion of
the Collateral Management Fee, and may defer all or any portion of the
the Collateral
Collateral Management
Management Fee.
Fee. Any
Any
deferred Collateral
deferred Fees will
Management Fees
Collateral Management will become payable on
become payable the next
on the Payment Date
next Payment (and, ifif not
Date (and, paid on
not paid on
such Payment
such Date, on
Payment Date, one or
on one more subsequent
or more Dates) in
Payment Dates)
subsequent Payment in accordance with the
accordance with Priority of
the Priority of
Payments.
Payments.
Members of
Members board of
the board
ofthe of directors of the
directors of who are
Issuerwho
the Issuer not affiliated
are not with the
affiliated with Collateral Manager
the Collateral Manager
or their
or their delegates
delegates or or other representatives of
authorized representatives
other authorized of the Issuer will
the Issuer have the
will have responsibility for
the responsibility for
approving any
approving any transactions between the
transactions between Issuer and
the Issuer the Collateral
and the Manager or
Collateral Manager affiliates involving
its affiliates
or its involving
significant conflicts of
significant principal trades). More
(including principal
interest (including
of interest particularly, directors
More particularly, with the
unaffiliated with
directors unaffiliated the
Collateral Manager or
Collateral Manager any delegate
or any designated by
delegate designated such directors
by such will be
directors will approving any
responsible for approving
be responsible any
principal transactions for
principal transactions Issuer consent is
which Issuer
for which is required pursuant to
required pursuant 206(3) of
Section 206(3)
to Section of the Advisers Act.
the Advisers Act.

In addition, with the


In addition, which has
authorization of the Issuer, which
the prior authorization been given
has been can be
and can
given and revoked at
be revoked at
any time, the Collateral Manager
any and/or its affiliates may
Manager and/or enter into
may enter into agency cross-transactions where
cross-transactions where thethe
Collateral Manager and/or
Collateral Manager the Issuer and for
broker for the
acts as broker
and/or its affiliates acts the other
for the to the
party to
other party the
transaction, to
transaction, to the under applicable law, in
permitted under
the extent permitted Manager or
Collateral Manager
in which case the Collateral or any
any
such receive commissions from, and have a potentially conflicting division
will receive
affiliate will
such affiliate division of loyalties and
of loyalties and
regarding, both parties to the transaction.
responsibilities regarding,
responsibilities
The Purchaser. Various potential and actual conflicts of
The Initial Purchaser. of interest maymay arise from the
arise from the
conduct by the Initial
conduct by the Initial Purchaser
Purchaser and its affiliates in
in other transactions with the
the Issuer,
Issuer, including,
including, without
without
limitation, acting
limitation, as counterparty with respect to any CashfioW
acting as Agreement and
Cashflow Swap Agreement and Synthetic Securities.
Synthetic Securities.
The Initial Purchaser
The Initial Purchaser and/or its affiliates will act as an initial Synthetic Security Counterparty
Counterparty and
and anan
affiliate
affiliate of the Initial
of the Counterparty. The
Initial Purchaser will act as the initial Cashflow Swap Counterparty. The following briefly
following briefly
summarizes
summarizes some some of these conflicts, but is
of these is not intended to be an exhaustive list of all
list of all such conflicts.
such conflicts.
It
It is
is expected
expected that that Goldman, Sachs Sachs &&Co. Co. and/or its affiliates and selling agent
and selling will have
agent will placed or
have placed or
underwritten
underwritten certain
certain of
of the Collateral Assets at
at original issuance, will
will own
own equity
equity or
or other
other securities
securities of
of
issuers
issuers of of oror obligors
obligors on on Collateral Assets and
Collateral Assets and will have provided investment banking advisory,
services, advisory,
banking services,
banking
banking and and other services to issuers of
other services of Collateral Assets. The Issuer Issuer may invest in
may invest in the securities of
the securities of
companies affiliated with
companies affiliated Goldman, Sachs &&Co.
with Goldman, and/or any
Co. and/or any ofof its affiliates or
its affiliates inwhich
or in Sachs &
Goldman, Sachs
which Goldman, &
Co. and/or any of its affiliates have equity
Co. and/or any of its affiliates have an equity or
or participation
participation interest.
interest. The
The purchase,
purchase, holding
holding and
and sale
sale of
of
such
such investments
investments by Issuer may
the Issuer
by the may enhance profitability of
enhance the profitability Goldman, Sachs
of Goldman, Sachs & Co.'s and/or
&Co.'s any of
and/or any its
of its
affiliates'
affiliates' own investments inin such
own investments addition, ititisis expected that
companies. InInaddition,
such companies. one or
that one or more affiliates of
more affiliates of
Goldman, Sachs
Goldman, Sachs &
& Co.
Co. may
may also
also act
act as
as counterparty
counterparty with respect
respect to
to one
one or
or more
more Synthetic
Synthetic Securities
Securities and
and
may
may actact as counterparty with
as aa counterparty respect to
with respect total return
to total swaps with
return swaps with certain investors ininthe
certain investors Notes or
the Notes the
or the
Income Notes. The Issuer may invest in money market
Income Notes. The Issuer may invest in money market funds
funds that
that are
are managed
managed by
by Greywolf
Greywolf or
or Goldman,
Goldman,
Sachs
Sachs &&Co. Co. oror any
any of their affiliates;
oftheir provided that
affiliates; provided money market
such money
that such funds otherwise
market funds qualify as
otherwise qualify Eligible
as Eligible
Investments.
Investments. Goldman, Goldman, Sachs Sachs &&Co. and/or aaconsolidated
Co. and/or consolidated entity controlled by
entity controlled Goldman, Sachs
by Goldman, Sachs &&Co. Co. oror
an affiliate thereof intends to provide
an affiliate thereof intends to provide "warehouse"
"warehouse" financing
financing to
to the
the Issuer
Issuer prior
prior to
to the
the Closing
Closing Date.
Date. See
See
"-Collateral
"-Collateral AccumUlation."
Accumulation." .

There
There isisno
no limitation or restriction
limitation or on the
restriction on Initial Purchaser
the Initial any of
or any
Purchaser or its affiliates
of its with regard
affiliates with to
regard to
acting as investment advisor, initial purchaser or
. acting as investment advisor, initial purchaser or placement.agent
placement-agent (or
(or in
in aa similar
similar role)
role) to
to other
other parties
parties or
or
persons.
persons. ThisThis and
and other
other future
future activities
activities of
of the
the Initial
Initial Purchaser
Purchaser and/or
and/or its
its respective
respective affiliates
affiliates may
may give
give
rise
risetoto additional conflictsofofinterest.
additionalconflicts interest.

59
59

Confidential by Goldman
Requested by
Treatment Requested
Confidential Treatment Sachs
Goldman Sachs GS MBS-E-021825429
GS MBS-E-021825429
Footnote Exhibits - Page 5519

AntiMoney
Anti MoneyLaundering Provisions. Uniting
Laundering·Provisions. Unitingand StrengtheningAmerica
andStrengthening AmericaBy ProvidingAppropriate
ByProviding Appropriate
Tools Required
Tools Interceptand
Required toto Intercept ObstructTerrorism
andObstruct TerrorismAct 2001 (the
Actofof2001 PATRIOTAct"),
"USA PATRIOT
(the"USA signed into
Acf1, signed into
law on and effective as of October 26, 2001, imposes anti money
law on and effective as of October 26,2001, imposes anti money laundering
laundering obligations
obligations on
on different
different types
types
ofoffinancial institutions, including
financial institutions, banks, broker
including banks, dealersand
brokerdealers companies. The
investmentcompanies.
andinvestment TheUSAUSAPATRIOT
PATRIOT
Act requires
Act requiresthe Secretaryof
the Secretary United States
the United
ofthe Departmentofofthe
States Department Treasury(the
the Treasury ''Treasury'')totoprescribe
(the"Treasury") prescribe
regulationsto
regulations todefine
definethe investmentcompanies
typesofofinvestment
thetypes companies subjectsubjecttotothe PATRIOTAct
USAPATRIOT
the USA andthe
Actand the related
related
anti
anti money
money laundering
laundering obligations.
obligations. ItItisis not
not clear
clear whether
whether Treasury
Treasury will
will require
require entities
entities such
such asas the
the Issuer
Issuer
totoenact
enactanti antimoney
money laundering policies. ItItis
laundering policies. possiblethat
ispossible Treasurywill
that Treasury regulations requiring
promulgate regulations
will promulgate requiring
the Issuers
the Issuers or or the
the Initial Purchaser or
Initial Purchaser or other providers toto the
service·providers
other service Issuers, in
the Issuers, connection with
in connection with the the
establishment of
establishment of anti
anti money procedures, to
laundering procedures,
money laundering information with
share information
to share governmental authorities
with governmental authorities
with respect
with respect to investors in
toinvestors in the and/orthe
Notes and/or
the Notes the Income Notes. Such
Income Notes. legislation and/or
Such legislation regulationscould
and/orregulations could
require the
require the IssuersIssuers to
to implement
implement additional
additional restrictions
restrictions on
on the
the transfer
transfer of
of the
the Notes
Notes andlor
and/or the
the Income
Income
Notes. As
Notes. As maymay be required, the
be required, reserves the
Issuer reserves
the Issuer right to
the right request such
to request information and
such information and taketake suchsuch
actions as are necessary
actions as are necessary toto enable
enable it
ittoto comply
comply with
with the
the USA
USA PATRIOT
PATRIOT Act.
Act.

The Issuer.
The Issuer. The Issuer is
The Issuer is aa recently incorporated Cayman
recently incorporated Cayman Islands exempted limited
Islands exempted limited liability
liability
company and
company and has has no substantial prior
no substantial operating history.
prior operating history. The Issuer will
The Issuer have no
will have no significant assets other
significant assets other
than the
than the Collateral Assets, the
Collateral Assets, Default Swap
the Default Collateral Account,
Swap Collateral Investments, rights
Eligible Investments,
Account, Eligible under the
rights under the
Cashflow Swap
Cashflow Agreement and
Swap Agreement certain other
and certain accounts and
other accounts agreements entered
and agreements entered into into as described herein,
as described herein,
and proceeds
and proceeds thereof,
thereof, allall of of which have been
which have pledged to
been pledged Trustee to
the Trustee
to the secure the
to secure the Issuer's obligations to
Issuer's obligations to
the
the Holders
Holders of
of the
the Notes
Notes and
and the
the Cashflow
Cashflow Swap
Swap Counterparty.
Counterparty. The
The Issuer
Issuer will
will not
not engage
engage in
in any
any
business activity
business other than
activity other issuance and
than the issuance and sale sale of of the Notes and the Income
the Notes Income Notes Notes as as described
described
herein, the issuance
herein, the issuance of
of the
the Ordinary
Ordinary Shares, the
the acquisition and
and disposition of
of the
the Collateral
Collateral Assets
Assets and
and
Eligible Investments
Eligible Investments as herein, the
described herein,
as described entering into of, and
the entering and the performance of
the .performance its obligations
of its obligations
under, the
under, the Indenture,
Indenture, the Cashflow Swap
the Cashflow Agreement, the Account
Swap Agreement, Account Control Agreement, the
Control Agreement, the Collateral
Collateral
Management Agreement,
Management Agreement, the Collateral Administration Administration Agreement,Agreement, the Administration Agreement, the
Administration Agreement, the
Fiscal Agency
Fiscal Agreement, the
Agency Agreement, Deed of Covenant, any
the Deed other applicable Transaction
any other Document, the
Transaction Document, the pledge
pledge
of the
of the Collateral security for its obligations in
Collateral as security in respect of the Notes otherwise for
Notes and otherwise for the benefit of
the benefit of the
the
Secured Parties,
Secured Parties, certain actMties conducted in
certain activities in connection with the payment of amounts in respect of
payment of amounts in respect of the
the
Notes and
Notes and the Income Notes and the management
the Income management of the Collateral and other activities incidental to
activities incidental to the
the
foregoing. Income
foregoing. derived from
Income derived from the Collateral Assets and other Collateral will will be the the Issuer's only source
Issuer's only source
of cash.
of cash. .

The Co-Issuer. The Co-Issuer isis aa newly incorporated Delaware


The Co-Issuer. corporation and
Delaware corporation and has has no prior
no prior
operating
operating history.
history. The Co-Issuer does not have and
The Co-Issuer and will not have any significant assets. The
significant assets. Co-Issuer
The Co-Issuer
will
will not engage in
not engage in any business activity other than
any business than the co-issuance of the Class
of the Notes, the
Class SS Notes, Class A
the Class A
Notes,
Notes, the
the Class
Class BBNotes Notes and and the Class C C Notes.
Tax.
Tax. See
See "Income
"Income Tax Considerations."
Tax Considerations."
ERISA.
ERISA. See Considerations."
"ERISA Considerations."
See "ERISA
DESCRIPTION OF THE
DESCRIPTION SECURITIES
THE SECURITIES
The
The Income
Income Notes will be
Notes will constituted by
be constituted deed of
the deed
by the executed by
covenant executed
of covenant by the Issuer on
the Issuer March
on March
27,
27, 2007
2007 (the
(the "Deed
"Deed of
of Covenant")
Covenant") and
and subject
subject to
to the
the terms
terms and
and conditions
conditions thereof
thereof (the
(the "Terms
''Terms and
and
Conditions") and the Income Notes will be issued
Conditions") and the Income Notes will be issued pursuant
pursuant to
to the
the Fiscal
Fiscal Agency
Agency Agreement
Agreement The
The
following summary
following summary describes
describes certain
certain provisions
provisions of
of the
the Securities,
Securities, the
the Indenture,
Indenture, the
the Fiscal
Fiscal Agency
Agency
Agreement
Agreement and and thethe Deed
Deed of Covenant. This
ofCovenant. summary does
This summary does notnot purport complete and
be complete
purport toto be and isissubject to,
subject to,
and qualified in its entirety by reference
and qualified in its entirety by reference to,
to, the
the provisions
provisions of
of the
the Securities,
Securities, the
the Indenture,
Indenture, the
the Fiscal
Fiscal
Agency
Agency Agreement
Agreement and and the Deed of
the Deed Covenant. Copies
of Covenant. Copies of Indenture may
the Indenture
of the may be obtained by
be obtained prospective
by prospective
purchasers
purchasers ofof thethe Notes
Notes upon request ininwriting
upon request Trustee atat The
the Trustee
writing toto the Bank of
The Bank of New York, 101
New York, Barclay
101 Barclay
Street, Floor BE, New
Street, Floor 8E, New York, York, New
New York,
York, 10286,
10286, Attention:
Attention: CDO
CDO Transaction
Transaction Management
Management Group
Group --
Timberwolf I,I,fax
Timberwolf fax (212) 815-3115, and,
(212) 815-3115, long as
so long
and, so as any and/or Income
Notes and/or
any Notes Notes are
Income Notes listed on
are listed stock
on aastock
exchange,
exchange, the the Indenture
Indenture will will be available for
be available irispection free
for inspection charge from
free ofofcharge office ofofthe
the office
from the the Listing and
Listing and
Paying Agent.
Paying Agent. Copies
Copies ofof the
the Fiscal
Fiscal Agency
Agency Agreement
Agreement and
and the
the Issuer's
Issuer's Memorandum
Memorandum and
and Articles
Articles of
of
Association
Association may may be be obtained
obtained by prospective purchasers
by prospective Notes and
purchasers ofof Notes Income Notes
and Income Notes upon request inin
upon request

60
60

Confidential
Confidential Treatment
TreatmentRequested
Requested by
byGoldman Sachs
Goldman Sachs GS MBS-E-021825430
GS MBS-E-021825430
Footnote Exhibits - Page 5520

writingtotothe
theFiscal
FiscalAgent
AgentatatThe
TheBank NewYork,
"BankofofNew LondonBranch,
York,London OneCanada
Branch,One LondonE14
Square,London
CanadaSquare, E14
writing
SAL, the UnitedKingdom, fax+44
Kingdom,fax 79646399,
+4420207964 7961 7073-Attention: CorporateTrust
+4420207961
phone+44
6399,phone 7073-Attention: Corporate Trust
5AL, the United
Administration.
Administration.
Statusand
Status andSecurity
Security

TheNotes
The Notes(other (otherthan thanthe Notes)will
ClassD0Notes)
theClass willbe limitedrecourse
belimited obligationsofofthe
recourseobligations Issuersand
theIssuers and
theClassClassD0 NotesNotesand andthe theIncome
IncomeNotes Noteswillwillbe limitedrecourse
belimited recourse obligations of the Issuer, securedas
obligations of the Issuer, secured as
the
describedbelow. below. The TheIncome IncomeNotes Noteswill willbe obligationsofofthe
debtobligations
bedebt Issuer,and
theIssuer, andwill willnotnotbe securedunder
besecured under
described
termsofofthe
the terms theIndenture
Indenture and andwill only be
willonly entitledtoto receive
be entitled amountsavailable
receiveamounts availablefor paymenttotothe
for payment the
the
Holdersofofthe the Income
Income Notes Notesafter amountspayable
paymentofofallall amounts
afterpayment payableprior thereto under
priorthereto underthe Priorityof
the Priority of
Holders
Payments. The TheClass ClassS-I S-1Notes
Noteswill willbe seniorin
besenior rightofofpayment
inright paymenton PaymentDate
eachPayment
oneach Datetotothe ClassA-
theClass A-
Payments.
Notes,the
ClassBBNotes, theClass ClassCCNotes, Notes,the ClassD
theClass Notesand
0 Notes andthe theIncome
11Notes,
Notes,the theClass
ClassA-2 A-2Notes,
Notes,the theClass Income
Notestotothe theextent
extentprovided
provided in in the
the Priority Payments. The
Priorityofof Payments. ClassS-2
The Class Noteswill
S-2 Notes willbe seniorin
be senior rightof
inright of
Notes that payments of interest on the Class
payment on each
payment on each Payment Payment Date
Date toto the
the Class
Class A-2
A-2 Notes
Notes (provided,
(provided, that payments of interest on the Class
S-2Notes
Notesand andthe theClass
ClassA A Notes
Noteswill will be paidpro
bepaid rata), the
prorata), ClassBBNotes,
theClass Notes,the ClassC
theClass Notes,the
C Notes, theClass
Class
S-2 The Class A-1 Notes
o Notes and the
D Notes and the Income Notes Income Notes toto the
the extent
extent provided
provided in
in the
the Priority
Priority of
of Payments.
Payments. The Class A-1 Notes
will bebe senior
seniorin in right
right of ofpayment
paymenton on each PaymentDate
each Payment Datetoto the ClassA-2
the Class (provided, that
Notes(provided,
A-2 Notes thatpayments
payments
will
ofinterest
intereston onthetheClassClassA A Notes
Noteswill be paid
willbe rata),the
pro rata),
paid pro Class B
the Class Notes,the
B Notes, the ClassClass C Notes, the
C Notes, Class D
the Class 0
of
Notes and and thethe Income
IncomeNotes Notesto tothe provided in
extent provided
the extent Priorityof
the Priority
in the Payments. Payments of principalon
of Payments. Payments of principal on
Notes
the Class
Class S-2S:-2 Notes
Notes and and the the Class
Class A-1 Notes will
A-1 Notes be paid
will be paid as described in
as described Priority of
the Priority
in the Payments. The
of Payments. The
the
" Class A-2 A-2 Notes
Notes will will bebe senior
senior in right of
in right payment on
of payment on each Payment Date
each Payment Date to to the Class B
the Class Notes, the
B Notes, the Class
Class
Class
C Notes, the Notes to
Income Notes to the provided in
extent provided
the extent Priority of
the Priority
in the Payments. The
ofPayments.
C Notes, the ClassClass D 0 Notes
Notes and and the the Income The
Class B B Notes
Notes will will bebe senior
senior in in right
right of payment on
of payment each Payment
on each Payment Date Date to Class C
the Class
to the Notes, the
C Notes, Class D
the Class 0
Class of Payments. The Class C Notes will be
Notes and the
Notes and the Income Income Notes
Notes to
to the
the extent
extent provided
provided in
in the
the Priority
Priority of Payments. The Class C Notes will be
senior in
senior in right
right of of payment
payment on on each Payment Date
each Payment Date to to the Class D
the Class Notes and
0 Notes and the Income Notes
the Income Notes to to the
the
extent provided
provided in in the
the Priority
Priority of of Payments.
Payments. The Class D
The Class 0 Notes will will bebe senior in in right of payment on
of payment on each
each
extent
Payment Date Date to to the
the Income
Income Notes Notes to the extent
to the provided in
extent provided Priority of
the Priority
in the Payments. Payments
of Payments. Payments of of
Payment A-1 Note Payment Sequence.
principal on the Class A-1 A-1 Notes
Notes will will be
be paid
paid inin accordance with
with the
the Class A-1 Note Payment Sequence.
principal
See "-Priority
on theofClass
"-Priority of Payments."
See Payments."
Under
Under the the terms
terms of of the
the Indenture,
Indenture, the Issuer will grant to the Trustee, for the
the Issuer benefit and
the benefit and security
security
of the Trustee for itself and on behalf of
of the
the Noteholders,
Noteholders, the Fiscal Agent,
Agent, the
the Collateral
Collateral Administrator,
Administrator,
of the Trustee for itself and on behalf Counterparty
Security Counterparty
the
the Collateral
Collateral Manager,
Manager, the the Cashflow
Cashflow Swap Counterparty and the Synthetic
Swap Counterparty Synthetic Security
in (i) the Collateral Assets; the
(ii)the
(collectively, the "Secured Parties"), a first priority security
(collectively, the "Secured Parties"), a first priority security interest in (i) the Collateral
Receipts
Assets;
Account,
(ii)
the
. Collection Account;
Collection Account; (iii) (iii) the
the Payment
Payment Account;
Account; (iv) the Cashflow
Cashflow Swap Termination
Termination Receipts Account, the
Account (subject, in each case,
Cashflow Swap Replacement Account and the Cashflow Swap
Cashflow Swap Replacement Account and the Cashflow Swap Collateral Account
Reserve Account;
(subject,
Account; (vi)
in
(vi) the
each case,
Collateral
the Collateral
to the rights of
to the rights of thethe Cashflow
Cashflow Swap Counterparty); (v)
Swap Counterparty); (v)the Expense Reserve
the Expense
Account; (vii) Account and and the Default Swap
the Default Collateral Account
Swap Collateral Account (subject, (subject,
Account; (vii) the the Synthetic
Synthetic Security
Security Collateral
Collateral Account
(vii), the "Accounts");
in each case, to the rights of the Synthetic Security
in each case, to the rights of the Synthetic Security Counterparty)
Counterparty) (items
(items (ii)
(ii) through
through (vii), the "Accounts");
(viii) Eligible Investments; (ix) the Issuer's rights under the
rights under Cashflow Swap
the Cashflow Agreement; (x)
Swap Agreement; (x)the Issuer's
the Issuer's
(viii) Eligible Investments; (ix) the Issuer's Agreement other property (collectively, the
rights under the Collateral Management Agreement and (xi) certain
rights under the Collateral Management and (xi) certain other property (collectively, the
"Collateral'1·
"Collateral').
the NotesNotes and payments on
and payments on the Income Notes
the Income Notes willwill be be
Payments of
Payments of interest interest on on and principal ofof the
and principal
with the Priority of Payments.
made solely from the proceeds of the Collateral in accordance
made solely from the proceeds of the Collateral in accordance with the Priority of Payments.

The available for


be available
will be payments required
for payments permitted toto be
required oror permitted made on
be made on
Theaggregate
aggregate amount
amount that
that will
on any Payment Date will
the Notes and of certain expenses of the Issuers, the
the Notes and of certain expenses of the Issuers, the Trustee
Trustee and
and the
the Agents
Agents on any Payment Date will
be the total respectofofthe
collectionsininrespect (includingthe
Collateral(including
theCollateral proceedsofofthe
theproceeds the
amountofofpayments
be the totalamount paymentsandandcollections
ending on (and including) the fourth
sale ofofany
sale anyCollateral)
Collateral) received
received during
duringthe period (a(a"Due
theperiod Period') ending on (and including) the fourth
"Due Periodj
Business (or, ininthe
Date (or, case ofofaaDue
thecase that isisapplicable
Period that
Due Period the
applicable toto the
Business Day
Day prior
prior toto such
suchPayment
Payment Date
preceding
daypreceding
theday
Payment Date relating totothe
relating theStated StatedMaturity
MaturityofofanyanyNote, endingonon(and
Note,ending including)the
(andincluding)
Payment DateDate) ~usiness Day prior to such Payment before
occursbefore
Dateoccurs
such Payment
such Payment Date) (provided,
(provided,that
that ifif the
the fourth
fourth Business Day prior to such Payment Date
the 25th day of any calendar month, such--bue-P-eriod
Peiiod shall
shall end
ena on,
on, and
and include,
include, the
the 25th
25th day
day of
of such
such
the 25th day of any calendar month, such Due Business Day)), and
calendar month
calendar (or if
month (or if thethe 25th
25thday
day isisnotnota aBusiness
Business Day,
Day, the
the immediately
immediately following
following Business Day», and

6161

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TreatmentRequested GoldmanSachs
Sachs MBS-E-021825431
GSMBS-E-021825431
GS
Footnote Exhibits - Page 5521

commencing following the


immediately following
commencing immediately the fourth Business Day
fourth Business prior to
Day prior the preceding
to the Date (or,
Payment Date
preceding Payment (or, in
in
case of
the case
the the Due
ofthe Due Period relating to
Period relating the first
to the Payment Date,
first Payment onthe
Date, on the Closing that ifif a
(provided, that
Date) (provided,
Closing Date) a Due
Due.
ends on
Period ends
Period on the day of
25th day
the 25th of aa calendar month, the
calendar month, succeeding Due
next succeeding
the next Due Period shall commence
Period shall commence
immediately following
immediately the 25th
following the day of
25th day of such calendar month
such calendar such day
(or ifif such
month (or day is not a
is not a Business Day, the
Business Day, the
immediately following
immediately Day» and
Business Day))
following Business and any such amounts
any such received in
amounts received prior Due
in prior Periods that
Due Periods were not
that were not
disbursed on a
disbursed on Payment Date.
previous Payment
a previous Date.

Interest and Distributions


Interest and Distributions

Class S-1
The Class
The S-1 Notes will bear
Notes will interest during
bear interest Period at
Accrual Period
Interest Accrual
each Interest
during each the Class
at the S-1 Note
Class S-1 Note
Rate for
Interest Rate
Interest for such Period. The
Accrual Period.
Interest Accrual
such Interest The Class
Class S-2S-2 Notes will bear
Notes will interest during
bear interest each Interest
during each Interest
Period at
Accrual Period
Accrual at the Class S-2
the Class Note Interest
$-2 Note for such
Rate for
Interest Rate Interest Accrual
such Interest Period. The
Accrual Period. Class A-la
The Class A-1a
Notes will bear
Notes will during each
interest during
bear interest Interest Accrual
each Interest Period at
Accrual Period at the Class A-I
the Class A-1a Interest Rate
Note Interest
a Note for such
Rate for such
Interest Accrual
Interest Period. The
Accrual Period. Class A-lb
The Class Notes will bear
A-1b Notes interest during
bear interest each Interest
during each Period at
Accrual Period
Interest Accrual at the
the
Class A-1b Note
Class A-lb Interest Rate
Note Interest for such
Rate for Interest Accrual
such Interest Period. The Class
Accrual Period. A-1c Notes
Class A-1c bear interest
Notes will bear interest
during Period at
Interest Accrual Period
during each Interest the Class
at the A-1c Note
Class A-1c Interest Rate for such
Note Interest Accrual Period.
Interest Accrual
such Interest Period.
The Class
The A-1d Notes
Class A-Id bear interest
Notes will bear during each
interest during Interest Accrual
each Interest Period at
Accrual Period the Class
at the A-1d Note
Class A-Id Note
Interest Rate for
Interest Rate Interest Accrual Period. The
for such Interest Class A-2
The Class Notes will bear
A-2 Notes during each Interest
interest during
bear interest Interest
Period at
Accrual Period
Accrual at the Class A-2
the Class Note Interest Rate for such
A-2 Note such Interest Accrual Period.
Interest Accrual The Class B
Period. The B Notes
Notes
will bear interest
will bear each Interest
during each
interest during Accrual Period at
Interest Accrual the Class
at the Interest Rate for such Interest
Note Interest
Class B Note Interest
Accrual Period. The Class C
Accrual Notes will bear
C Notes bear interest during each
interest during Period at
Accrual Period
Interest Accrual
each Interest at the Class C
the Class C
Note Interest Rate for such interest Accrual
Note Accrual Period. The Class D Notes will
The Class during each
will bear interest during each
Interest Accrual
Interest Class D
Period at the Class
Accrual Period 0 Note Interest Rate for such Interest Accrual Period. Interest with
Period. Interest with
respect to the
respect Notes, the Class A-1 Notes, the
the Class S Notes, the Class A-2 Notes, Class B
Notes, the Class B Notes, Class C
the Class
Notes, the C
Notes and the Class
Notes Class D 0 Notes will be be payable quarterly in commencing on the
in arrears, commencing September 2007
the September 2007
Payment Date.
Payment LlBOR for the first Interest
Date. LIBOR Period with
Interest Accrual Period determined as
with respect to the Notes will be determined as
of the second Business Day
of the Day preceding the Closing Date. Calculations of interest on Notes will
the Notes
on the will be
be
made based on a
made a 360-day year and the actual number number of days in in each Interest Accrual
each Interest Period. The
Accrual Period. The
Holders of the IncomeIncome Notes will receive on each Payment Payment Date any amount amount of of Proceeds that are
Proceeds that are
available for distribution thereon in inaccordance with the Priority of Payments Payments on Payment Date.
such Payment
on such The
Date. The
"Interest Accrual Period," is
"Interest is with respect to the Notes and any Payment Date, the period commencing on on
and
and including the immediately preceding Payment Date (or the Closing Date Date inin the case of
the case the first
of the first
Interest Accrual Period) and ending on and including the day immediately preceding such Payment Date.
Interest Date.

If funds.are not available on any Payment Date to pay the full amount amount of of interest
interest on Class C
the Class
on the C
Notes, or to the extent interest that is is due on such Notes is is not paid in to satisfy
order to
in order satisfy certain Coverage
certain Coverage
Tests, the interest not paid (the "Class C
Tests, Interest"), will not be
C Deferred Interesf'), due and
be due payable on
and payable such
on such
Payment Date, but will be added to the principal amount of the Class C C Notes and, to the extent lawful
to the lawful
enforceable, thereafter shall accrue interest at the Class C
and enforceable,
and C Note Interest Rate.Rate. IfIf funds
funds are not
are not
available on any Payment Date to pay the full amount of interest interest on Class 0D Notes,
on the Class or to
Notes, or to the extent
the extent
interest that is
interest that Notes isis not paid in
is due on such Notes in order to satisfy certain Coverage the interest
Tests, the
Coverage Tests, not
interest not
will not be due and payable on such
Interest"), will
paid (the "Class 0D Deferred Interesf'),
paid such Payment Date, but
Payment Date, but will be
will be
principal amount of the Class 0DNotes
added to the principal
added and, to
Notes and. and enforceable.
lawful and
to the extent lawful thereafter
enforceable, thereafter
shall accrue interest at the Class 0 D Note Interest Rate. So long long as Class S
any Class
as any Class A
Notes, Class
S Notes. Notes or
A Notes or
Class BB Notes are
Class failure to pay interest to the
outstanding, the failure
are outstanding. the Holders of of the Notes will
Class CC Notes
the Class be
not be
will not
Indenture and so
Event of Default under the Indenture
an Event as any Class SSNotes.
long as
so long Class AA Notes,
Notes, Class Notes, Class Notes
Class BB Notes
or Class C failure to pay interest to
C Notes are outstanding, the failure Holders of
to the Holders of the Class 0D Notes
the Class Notes will not
will not
an Event of
be an of Default Payments" and
"-Priority of Payments"
the Indenture. See "-Priority
Default under the Indenture and
"-The Indenture
and "-The the
and the
Agreement-Events of
Fiscal Agency Agreement-Events
Fiscal of Default." .

will cease
Interest will
Interest accrue on
cease to accrue on each
each Note from the
Note from of repayment
the date of repayment in or Stated
full or
infull Stated Maturity. or
Maturity, or
in the
in repayment, on
partial repayment.
the case of partial such part.
on such principal isis improperly
payment of principal
part, unless payment withheld or
improperly withheld· or
unless default isisotherwise
unless made with
otherwise made such payments of
to suc~
respect to
with respect of principal. "-Principal." To
See "-PrincipaL"
principal. See the
To the
lawful and
extent lawful
extent enforceable, interest
and enforceable, on any
interest on Defaulted Interest
any Defaulted on each
Interest on Class of
each Class Notes entitled
of Notes thereto
entitled thereto
accrue atat the
will accrue
will interest rate
the interest applicable to
rate applicable such Class
to such Notes, until
of Notes,
Class of paid as
until paid provided hereiri.
as provided "Defaulted
herein. "DefauHed
means any
Interest" means
Interest" interest due
any interest payable in
and payable
due and inrespect
respect of Class SSNote.
(i)any Class
of (i) Note, Class Note or
Class AANote Class BB
or Class

62
62

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Requested by
Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825432
GS MBS-E-021825432
Footnote Exhibits - Page 5522

Noteoror(ii)
Note (iQif ifthere
thereare
areno ClassSSNotes,
noClass ClassAANotes
Notes,Class ClassBBNotes
NotesororClass outstanding,any
Notesoutstanding, ClassCCNote
anyClass Note
or if there are no Class S Notes, Class A
or if there are no Class S Notes, Class ANotes,
Notes,Class
ClassB BNotes
Notes or
or Class
ClassCCNotes
Notesoutstanding,
outstanding, anyClass
any Class
DDNote
Notewhich,
which,ininany anysuch
suchcase, notpunctually
case,isisnot paidororduly
punctuallypaid providedfor
dulyprovided onthe
foron applicablePayment
theapplicable Payment
Date or at Stated Maturity, as the case may be.
Date or at Stated Maturity, as the case may be.

LIBOR
DeterminationofofLIBOR
Determination
Forpurposes
For purposesofofcalculating eachofofthe
calculatingeach NoteInterest
theNote Rates,the
InterestRates, Issuerswill
theIssuers appointas
willappoint agentThe
asagent The
Bank of New
Bank of New York
York (in
(in such
such capacity,
capacity, the
the"Note
"Note Calculation
CalculationAgent").
Agent"). LIBOR
L1BOR shall
shall be
be determined
determinedby
by the
the
NoteCalculation
Note CalculationAgent
Agentin inaccordance withthe
accordancewith followingprovisions:
thefollowing provisions:

(i)
(i) On the
On the second Business Day
secondBusiness priortotothe
Day prior commencementofofan
thecommencement Accrual Period
InterestAccrual
an Interest Period
(eachsuch
suchday,
day, aa"LIBOR
"L1BORDetermination
DeterminationDate"), C'L1BOR;shall
L1BOR("LIBOR")
Date"),LIBOR equalthe
shallequal rate,as
therate, obtainedby
asobtained bythe
the
(each Notes, the Class A Notes,
Note Calculation
Note Calculation Agent, Agent, for
for Eurodollar
Eurodollar deposits
deposits for,
for, with
with respect
respect to
to the
the Class
Class S S Notes, the Class A Notes,
the Class
the Class BBNotes,
Notes, thethe Class
Class C Notes and
C Notes andthe ClassD
theClass three-monthperiod
Notes, aathree-month
D Notes, period(or, caseof
thecase
in the
(or, in ofaa
designated initial payment period of less than 25
25 days
days or,
or, in
in the
the case
case of
ofthe
the first
first Interest
Interest Accrual
Accrual Period,
Period,
designated initial payment period of less than
the linear
the linear interpolation
interpolation thereof, calculated in
thereof, calculated accordance with
in accordance with generally methodology) which
acceptable methodology)
generally acceptable which
appears on on Bridge
Bridge Telerate
Telerate Page
Page 3750 Telerate is
(asTelerate
3750 (as defined in
is defined in the International Swaps
the International Swaps and and Derivatives
Derivatives
appears
Association, Inc.
Association, Inc. Annex
Annex toto the
the 2000
2000 ISDA
ISDA Definitions (June 2000
Definitions (June version», or
2000 version)), or such page as
such page may replace
as may replace
BridgeTelerate
Telerate PagePage 3750,
3750, as of 11:00
as of 11:00 a.m. (Londontime)
a.m. (London time) on on such Determination Date.
L1BOR Determination
such LIBOR Date.
Bridge
(ii)
(ii) If, on
If, on any
any LIBOR
L1BOR Determination
Determination Date, Date, such does not
rate does
such rate appear on
not appear on Bridge Telerate Page
Bridge Telerate Page
3750, or
3750, or suchsuch' pagepage as as may
may replace
replace Bridge Telerate Page
Bridge Telerate Page 3750,3750, the the Note Calculation Agent
Note Calculation Agent shall
shall
determine the arithmetic mean
mean of
of the
the offered
offered quotations
quotations of
of the
the Reference
Reference Banks
Banks to
to leading
leading banks
banks in
in the
the
determine the arithmetic Class A Notes,
London interbank market for Eurodollar deposits for, with respect
London interbank market for Eurodollar deposits for, with respect to
to Class S
S Notes,
Notes, the
the Class A Notes,
the Class
the Class B B Notes,
Notes, the the Class
Class C C Notes and and the Class D D Notes, a three month period
three month period (or, (or, in case of
the case
in the of a a
designated initialinitial payment
payment periodperiod of of less
less than
than 25 25 days, or, in the case of the
in the the first Interest Accrual
Interest Accrual Period, Period,
designated
the linear
the linear interpolation
interpolation thereof, calculated in
thereof, calculated in accordance with with generally acceptable methodology) in
acceptable methodology) in an
an
amount determined by
by the
the Note Calculation
Calculation Agent by reference to
to requests
requests for
for quotations
quotations as
as of
of
amount determined the Note Calculation
LIBOR Determination Date made by
approximately 11:00 a.m. (London time) on
approximately 11:00 a.m. (London time) on the L1BOR Determination Date made by the Note Calculation
Agent to to thethe Reference
Reference Banks. Banks. If, on any L1BOR
If, on LIBOR Determination
Determination Date, Date, at least two
at least two of of thethe Reference
Reference
Agent any
on any
If, on
Banks
Banks provide
provide such such quotations,
quotations, LIBOR L1BOR shall equal such arithmetic mean of such quotations; If,
shall equal quotations.
LlBOR Determination Date, only one
one or none of the Reference Banks provide
provide such
such quotations,
quotations, LIBOR
UBOR
LIBOR Determination Date, only inthe New
of New
City of
shall be
shall be deemed
deemed to to bebe the arithmetic mean
the arithmetic mean of the offered quotations that leading banks
that leading banks in the City
York selected by the Note Calculation Agent (after
York selected by the Note Calculation Agent (after consultation with the Issuer
Issuer or
or the
the Collateral
Collateral Manager
Manager
on on the relevant L1BOR Determination Date
LIBOR Determination Date for deposits for
Eurodollar deposits
for Eurodollar for
on behalf
behalf of of the
the Issuer)
Issuer) are are quoting
quoting on
(after consultation with the
the applicable period in an amount determined by
the applicable period in an amount determined by the Note
Note Calculation
Calculation Agent
Agent (after conSUltation with the
Issuer behalf of the
on behalf Issuer) by
the Issuer) reference to
by reference to the principal London
the principal offices of
London offices of
Issuer oror thethe Collateral
Collateral Manager
Manager on
Calculation Agent is
leading
leading banks
banks inin the the London
London interbank market; provided,
interbank market; that if the Note
however, that the Note Calculation Agent is
provided, however,
at least one of the procedures provided
required but is unable to determine a rate in accordance
required but is unable to determine a rate in accordance with at least one of
LIBOR was
the procedures
available. As
was available.
provided
used
As used
above,
above, L1BOR
LIBOR shall shall be be L1BOR
LIBOR as determined on
as determined on thethe most recent date
most recent date L1BOR
London interbank market selected by the Note
herein, "Reference Banks" means four major banks in the
herein, "Reference Banks" means four major banks in the London interbank market selected by the
Issuer).
Note
Calculation Agent (after
Calculation Agent (after consultationconsultation with
with the
the Issuer
Issuer or
or the
the Collateral
Collateral Manager
Manager on
on behalf
behalf of
of the
the Issuer).

As a.m. (New(New York time) on


York time) each L1BOR
on each Determination Date,
LIBOR Determination Date, butbut inin
As soon
soon as as possible
possible afterafter 11:00
11:00 a.m.
each LIBOR
no event later than
no event later than 11:00 a.m. 11:00 a:m. (New
(New York
York time)
time) on
on the
the Business
Business Day
Day immediately
immediately following
following each LIB OR
Determination Calculation Agent Agent willwill cause notice of
cause notice each of
of each the Note
of the Note Interest Rates for
Interest Rates for
Determination Date, Date, the the Note
Note Calculation
the next Interest Accrual Period and the
the next Interest Accrual Period and the amount
amount ofof interest
interest for
for such
such Interest
Interest Accrual
Accrual Period
Period payable
payable inin
respect of each U.S.$1,OOO principal
principal amount
amount of
of the
the Class
Class S-1
S-1 Notes
Notes (the
(the "Class
"Class S-1
S-1 Note
Note Interest
Interest
respect of each U.S.$1,000 (the
Amounf'),
Amount"), ofofthe the Class
ClassS-2Notes
S-2 Notes (the (the "Class
"Class S-2 S-2 Note Amount"), of
Interest Amount"),
Note Interest of the Class A-1a
the Class Notes (the
A-la Notes
"Class A-1a Note Interest
"Class A-la Note Interest Amount'), of Amounf1, of the
the Class
Class A-lb
A-1b Notes
Notes (the
(the "Class
"Class A-lb
A-1b Note
Note Interest
'Interest Amount"),
Amounf'), of of
the Class A-1c
A-1c Notes
Notes (the
(the "Class
"Class A~1c
A-1c Note
Note Interest
Interest Amount"),
Amount"), of
of the
the Class
Class A-1d
A-1d Notes
Notes (the
(the "Class
"Class A-1d
A-1d
the Class Class BB
the Class
Note
Note Interest
InterestAmount"),
Amount"), ofofthe the Class
ClassA-2A-2 NotesNotes(the "Class A-2'
(the"Class A-2 Note Amount), ofofthe
InterestAmount''),
Note Interest
Notes (the "Class B Note
Notes (the "Class B Note Interest Interest Amount");-of
Amount");of the
the Class
Class CC Notes
Notes (the
(the "Class
"Class C C Note
Note Interest
Interest Amount")
Amount")
andandofofthe
theClass
ClassDDNotes Notes(the (the"Class
"Class DDNote NoteInterest
InterestAmount") (collectively,the
Amount")(collectively, the"Note Amounts")
InterestAmounts")
"NoteInterest
rounded upward) on the related Payment Date,
(each rounded the nearest cent, with half a cent being
(each rounded totothe nearest cent, with half a cent being rounded upward) on the related Payment Date,

63
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ConfidentialTreatment
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RequestedbybyGoldman Sachs
GoldmanSachs MBS-E-021825433
GSMBS-E-021825433
GS
Footnote Exhibits - Page 5523

to be
-to communicated to the
be communicated the Issuers, DTC, Clearstream, the
DTC, Euroclear, Clearstream, Note Paying
the Note Agents, the Trustee,
Paying Agents, Trustee,
the Manager, the
Collateral Manager,
the Collateral Intermediary and
Securities Intermediary
the Securities and the Usting and Paying Agent
the Listing further delivery
Agent for further delivery
to any stock
to exchange so long as
stock exchange any of the
as any Notes are
the Notes thereon. In
listed thereon.
are listed In the case, the
last case,
the last the Note
Note
Calculation Agent
Calculation Agent will information as soon as
furnish such information
will fumish as possible after determination to
after its determination the Listing
to the
and Agent as
Paying Agent
and Paying as long
long as Notes are
as any Notes are listed on exchange. The
any stock exchange.
on any Calculation Agent
The Note Calculation Agent
Issuers and
will also specify to the Issuers Manager the
Collateral Manager
and the Collateral quotations upon which
the quotations each of
which each of the
the Note
Note
Interest Rates are
Interest Rates are based. The The Note Agent shall
Calculation Agent
Note Calculation shall notify the Issuers
notify the Collateral Manager
and the Collateral
Issuers and Manager
before 12:00
before p.m. (New
12:00 p.m. York time)
(New York time) on Determination Date
UBOR Determination
on any LIBOR it has
Date ifif it determined and
not determined
has not and is not in
is not in
process of
the process determining the
of determining Interest Rates and
the applicable Note Interest Note Interest
and Note Amounts (collectively, the
Interest Amounts the
"Interest Calculations"), together
"Interest its reasons therefor. With
with its
together with With respect
respect to to the
the Notes, "Business Day"
Notes, "Business Day"
means any day other
means other than (x) Saturday or
than (x) or Sunday or (y) (y) aa day onon which banking institutions
commercial banking
which commercial institutions
regulation or executive order
are authorized or obligated by law, regulation
are order to close in New New York, NewNew York, London,
England or in in the corporate trust
Trustee's corporate
the city of the Trustee's trust office
office-(initially, The Bank
(initially, The New York, 101
Bank of New 101 Barclay
Floor 8E, New York, New
Street, Floor Attention: CDO
New York, 10286, Attention: COO Transaction Management Group);
Transaction Management
provided, however, that
provided, however, purpose of
sole purpose
that for the sole determining LIBOR,
of determining "Business Day"
UBOR, "Business Day" shall be defined as
be defined as
any day on which dealings in deposits in in U.S. Dollars are transacted in
U.S. Dollars in the
the London market and
London interbank market and
further, that to the extent action is
provided further, is required Usting and Paying Agent, the location
required of the Listing location of of the
the
Listing and Paying Agent Agent shall be considered
considered in determining the
in determining the "Business purposes of
"Business Day" for purposes of
determining when such Listing and
determining and Paying Agent action is is required.

Agent may be removed by the Issuers at the direction


Note Calculation Agent
The Note direction of the Collateral
Collateral
Manager at any time. If
Manager Ifthe Note Calculation Agent is as such or
is unable or unwilling to act as or is removed by
is removed by
the Issuers, or if determine the applicable Interest
if the Note Calculation Agent fails to determine Calculations for
Interest Calculations for any
any
replacement Note Calculation Agent
promptly appoint as a replacement
Interest Accrual Period, the Issuers will promptly Agent a a
leading
leading bank which is is engaged in in transactions in Eurodollar deposits in
in Eurodollar Eurodollar
in the international Eurodollar
market and which does not control or is common control with the Issuers or
is not controlled by or under common or
their affiliates. The Note Calculation Agent may not resign its duties without a successor having having been
been
duly appointed. In In addition, for so long as any Notes are listed on any stock exchange and and the rules of
such exchange so require, notice of the appointment of any Note Calculation Agent will
Note Calculation furnished to
be furnished
will be to
such stock exchange. For so long as any of the Notes remain outstanding, there will
sLich will at all times be aa
times be
Note Calculation Agent for the purpose of calculating the the applicable Interest Calculations. The
applicable Interest The
Calculation Agent shall
determination of the applicable Interest Calculations by the Note Calculation the absence
(in the
shall (in absence
of manifest error) be final and binding upon all parties.

Payments on Income Notes

On each Payment Date, the Holders of the Income Notes will be entitled to receive, receive, as interest onon
the Income Notes, after payment of items ranking higher in the Priority
with the
in accordance With of Payments,
Priority of Payments,
payments (if available) equal to amounts remaining after payment of all other
of all other senior amounts payable
senior amounts payable in in
accordance with the Priority of Payments. Upon aa Tax Redemption, Optional Redemption by
Optional Redemption Liquidation
by Liquidation
or successful Auction, the Holders of
or Income Notes will be entitled to receive
of the Income any amounts
receive any remaining
amounts remaining
the Liquidation Proceeds in
after distribution of the
after in accordance with the Priority of Payments. Upon an an
Redemption by Refinancing,
Optional Redemption
Optional Proceeds remaining after
Refinancing, any Refinancing Proceeds redemption of
the redemption
after the the
of the
redeemed in
Class or Classes of Notes to be redeemed in respect of such Optional Redemption and and the payment of
the payment of
any expense or fees in in connection therewith will be be characterized as Proceeds and
Principal Proceeds
as Principal and will be
will be
applied on the related Optional Redemption Date with the
inaccordance with
Date in the Priority of Payments.
Priority of Payments.
Principal

(other than
The Notes (other
The and the
the Class SS Notes and
than the the Class A-1 Notes) and the Income
A-1 Notes) will
Notes will
Income Notes
Payment Date
mature on the Payment in December 2047
Date in with respect
Maturity" with
(the "Stated Maturity"
2047 (the respect to the Notes
to the (other
Notes (other
and the Class A-1 Notes) and the Income Notes),
Class SS Notes and
than the Class Class S
the Class
Notes), the S Notes
Notes will mature
will mature
September 2011
Payment Date ininSeptember
on the Payment (the "Stated
2011 (the "Stated Maturity" the Class
respect to the
Maturity" with respect the
Notes), the
Class SS Notes),
A-la Notes
Class A-1a the €lass-A-1b-
and the
Notes and Notes will-mature
Class-A-b- Notes Payment Date
will mature on the Payment Date inin December
December 2039 (the
2039 (the
with respect to
Maturity" with
"Stated Maturity" to the
the Class A-1a and the
Notes and
A-la Notes the Class A-lb Notes)
Class A-1b Notes) and the Class
and the A-1c
Class A-1c
Notes and the Class A-1d
Notes mature on the
Notes will mature
A-id Notes the Payment Date in
Payment Date September 2044
in September "Stated
(the "Stated
2044 (the

64
64

by Goldman
Requested by
Confidential Treatment Requested
Confidential Sachs
Goldman Sachs MBS-E-021825434
GS MBS-E-021825434
GS
Footnote Exhibits - Page 5524

Maturity" with respect to the Class A-1c Notes and the Class A-1d
Maturity" A-Id Notes). The average life of each Class
of Notes (other than .the
. of the Class S
S Notes) and duration of the Income Notes is
is expected to be substantially
. shorter than the number
number of years from issuance until the Stated Maturity for such Class of Notes or or
Income Notes. See "Risk Factors-Securities--Average
Factors-8ecurities-Average Lives, Duration
Duration and Prepayment
Prepayment
Considerations.""
Considerations.

Principal will
. Principal will be
be payable
payable on the Class S-1 Notes in in accordance with the Priority of Payments onon
each Payment Date commencing on the Payment Date occurring in in December 2007 in in an amount equal
to the Class S-1 Notes Amortizing Principal Amount with respect to such Payment Date and, if an Event Event
of Default
of Default or
or Tax
Tax Event
Event has occurred and is is continuing or an Optional Redemption by Liquidation or or
successful Auction has occurred and the Collateral is is being liquidated pursuant to the terms of the
Indenture, the Class S-1 Notes will be paid in in full prior to any distributions to any other Notes. Principal
will be payable on the Class S-2 Notes in in accordance with the Priority of Payments on each Payment
Date commencing
commencing on the Payment Date occurring in in December 2007 in in an amount equal to the Class S-2
S-2
Notes Amortizing Principal Amount with respect to such Payment Date and, if an Event of Default or Tax
Event has occurred and is is continuing or an Optional Redemption by Liquidation or successful Auction has
occurred and the Collateral is is being liquidated
liquidated.pursuant
.pursuant to the terms of the Indenture, the Class S-2
S-2 Notes
will be paid in
in full prior to any distributions to any other Notes (other than the Class S-1 Notes and the
Class A-1 Notes). The Class S-2 Notes are subject to mandatory redemption redemption if the Class A/B
AlB
Overcollateralization Test is is not satisfied on any date of determination. Principal will be payable on on
certain of the Securities on each Payment Date in in accordance with the Priority of Payments.

On any Payment Date on which certain conditions are satisfied, principal will be paid to the
Holders of the Class A A Notes (pro rata between the Class A-1 Notes and the Class A-2 Notes; provided
that principal on the Class A-1 Notes will be paid in in accordance with the Class A-1 Note Payment
Payment
Sequence), only in in an amount required to increase (or maintain) the Class A A Adjusted
Overcollateralization Ratio to a a specified target of 126.7%. After achieving and maintaining such target
and minimum, the payment of remaining principal will shift to the Holders of the Class B B Notes until such
. Holders have been paid an amount required to increase (or maintain) the Class B B Adjusted
Overcollateralization Ratio to the specified target of 110.6%. After achieving and maintaining such target
level, the payment of remaining principal shifts to the Holders of the Class C C Notes which will receive
.principal only in in an amount required to increase (or maintain) the Class CC Adjusted Overcollateralization
Ratio to a specified target of 106.0%. After achieving and maintaining such target level, the payment of of
remaining principal shifts to the Holders of the Class D D Notes which will receive principal only inin an
an
amount required to increase (or maintain) the Class D a specified
D Adjusted Overcollateralization Ratio to a
target of 102.7%.
102.7%. However, if the Net Outstanding Portfolio Collateral Balance isis less than
U.S.$300,000,000,
U.S.$300,OOO,OOO,· then only Principal Proceeds received or held during the related Due Period will be be
paid, first,
first, to the Class A-1 Notes inin accordance with the Class A-1 Note Payment Sequence and then
sequentially through the Class D D Notes. The foregoing "shifting principal" method permits Holders of the
Class A-1 Notes, the Class A-2 Notes, the Class B B Notes, the Class CC Notes and the Class D D Notes toto
.receive payments of principal in in accordance with the Priority of Payments while more senior Classes of of
Notes remain outstanding and permits distributions of Principal Proceeds to the Holders the Income
Notes, to the extent funds are available in in accordance with the Priority of
of Payments, while Notes are
outstanding.
Subject to the availability of funds therefor
therefor in
in accordance with the Priority of Payments, if any of
the Coverage Tests are not satisfied on any Determination Date, the Notes (other than the Class S-1
Notes) will be subject to mandatory redemption on the related Payment Date until paid in in full. See
"-Mandatory Redemption" and the Priority of Payments for aa description of the order in in which such
Notes are paid in
in connection with the failure of aa Coverage Test.
Notes
Maturity of the Income Notes
Stated Maturity

the date thatis


On or prior to the'date that is°one·B'usiness
one Business Day prior to the end of the Due Period applicable to
to
the Stated Maturity of the Income Notes, the Collateral Manager will sell all remaining Collateral. The
settlement dates for any such sales shall be no later than one Business Day prior to the end of such Due
Due

65
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Confidential Treatment
Treatment Requested by Sachs
by Goldman Sachs MBS-E-021825435
GS MBS-E-021825435
Footnote Exhibits - Page 5525

Period. The
Period. proceeds of
The proceeds saleswill
such sales
of such paid to
be paid
will be the Fiscal
to the Agent after
Fiscal Agent payment of
the payment
after the amounts senior
ofamounts senior
to the
to Holders of
the Holders Notes in
Income Notes
the Income
of the in the Priority of
the Priority of Payments for deposit
Payments for into the
deposit into account maintained
the account maintained
therefor by
therefor the Fiscal
by the Agent (the
Fiscal Agent "Income Note
(the "Income Accounf') and
Payment Account")
Note Payment payment to
and payment Holders of
the Holders
to the of the
the
Income Notes
Income Notes as
as the
the redemption
redemption price
price for
for the
the income
Income Notes
Notes upon
upon such
such payment
payment (the
(the "Income
"Income Notes
Notes
Redemption Price'). Upon
Redemption Price'). payment, the
such payment,
Upon such the Issuer shall redeem
Issuershall Income Notes.
the Income
redeem the Notes.

Auction
Auction

Sixty days
Sixty prior to
days prior Payment Date
the Payment
to the occurring in
Date occurring September of
in September of each (each, an
year (each,
each year an "Auction
"Auction
Date") commencing on
Date") commencing September 2015
the September
on the Payment Date,
2015 Payment Date, the Manager will
Collateral Manager
the Collateral will take steps to
take steps to
conduct an
conduct auction (the
an auction "Auction') of
(the "Auction') of the Collateral in
the Collateral accordance with
in accordance specified in
procedures specified
with procedures in the
the
Indenture. If
Indenture. the Collateral
If the Manager receives one
Collateral Manager one or
or more bids from
more bids Eligible Bidders
from Eligible not later
Bidders not than ten
later than ten
Business Days
Business prior to
Days prior to the Auction Date
the Auction equal to
Date equal greater than
or greater
to or Minimum Bid
the Minimum
than the Amount, the
Bid Amount, Issuer will
the Issuer will
sell the
sell Collateral for
the Collateral settlement on
for settlement or before
on or the fifth Business Day
before the prior to
Day prior Auction Date
to such Auction and the
Date and the
Notes redeemed in
Notes will be redeemed whole on such
in whole Auction Date
such Auction (any such
Date (any date, an "Auction
such date, Date"). If
Payment Date").
"Auction Payment If a
a
successful Auction occurs,
successful Auction redeemed in
Notes will also be redeemed
Income Notes
occurs, the Income full. The
in full. Manager and
Collateral Manager
The Collateral and
its affiliates shall be
its affiliates considered Eligible
be considered Bidders. If the
Eligible Bidders. highest single bid
the highest bid on on the portfolio of
entire portfolio
the entire of
Collateral, or or the aggregate multiple bids with
amount of multiple
aggregate amount respect to individual items
with respect items of does not
Collateral, does
of Collateral, not
equal exceed the
equal or exceed Minimum Bid
the Minimum Amount or
Bid Amount or if there is a settlement, then
a failure at settlement, redemption of
then the redemption of
Notes and
Notes and the Income Notes on
the Income related Auction
the related
on the will not occur.
Date will
Auction Date .

The Notes
The redeemed following
be redeemed
Notes will be Auction in
following a successful Auction in accordance with the Priority of
the Priority of
the applicable Redemption Price. The
Payments at the
Payments The amount payment on
the final payment
distributable as the
amount distributable on the
the
Income Notes
Income any such redemption
following any
Notes following equal any amount
will equal
redemption will remaining after
amount remaining redemption of
after the redemption of the
the .
Notes, the payment of any amounts due in
Notes, in connection with CashfJow Swap
termination of the Cashfiow
with the termination Swap
Agreement and Synthetic Securities and the payment of all expenses in
Agreement in accordance with the Priority of
the Priority of
Payments.

Redemption
Tax Redemption

Subject to certain conditions described herein, the Securities may be


Subject redeemed by
be redeemed by the Issuers at
the Issuers at
any time, in
any time, in whole but not in
in part upon the occurrence of a Tax Event
Event at
at their Redemption
Redemption Prices
Prices at
at the
the
written of, (i)
of, or with the written consent of,
written direction of, (i) the Holders of 66-2/3% of
of at least 66-2/3% the aggregate
of the aggregate
outstanding notional principal amount of the affected Income Notes or (ii)
outstanding (ii) the Holders of of any
Majority of
of a Majority any
Class of of Notes which, as aa result of the occurrence of aa Tax Event, has not not received 100% of
received 100% of the
the
principal and interest or other amounts then due and
aggregate amount of prinCipal and payable on such such Notes any
on any
Notes on
Payment Date (such redemption, aa "TaX
Payment Redemption"); provided that
"Tax Redemption'1: that no redemption shall
such redemption
no such be
shall be
effected unless the expected Liquidation Proceeds equal or exceed the
effected sum of
the sum amounts due
all amounts
of all due as of the
as of the
Redemption Date pursuant to clauses (i)
Redemption of Payments for
(i)through (ix) of the Priority of Final Payment
for Final Dates
Payment Dates
"Total Redemption Amount"), which includes the Redemption
(the "Total
(the Prices of
Redemption Prices Notes. IfIf aa Tax
the Notes.
of the Tax
occurs, the Income Notes will be
Redemption occurs,
Redemption be redeemed simultaneously.
Inconnection with aaTax
In Tax Redemption, the Issuers (in (inthe case of of the
the Notes) the Issuer
and the
Notes) and (inthe
Issuer (in the
case
case of the Income Notes) shall
Income Notes) shall notify
notify the Trustee
Trustee of such Tax Redemption and
and the
the Payment
Payment Date
Date which
which
the date for
is the
is for redemption (the "Tax Redemption Date'1
(the "Tax Date') and directdirect the Trustee, in
the Trustee, writing, to
in writing, sell, in
to sell, the
in the
manner determined by the Collateral Manager, Manager, and and ininaccordance with the the Indenture, Collateral and
any Collateral
Indenture, any and
upon any
upon any such the Trustee shall release the lien upon
sale the
such sale pursuant to
Collateral pursuant
upon such Collateral Indenture;
the Indenture;
to the
however, that the Issuer may
provided, however,
provided, may not direct the Trustee to sell (and the
sell (and not be
shall not
Trustee shall
the Trustee be
obligated release the lien upon)
obligated to release the lien upon) any Collateral except in
in accordance
accordance with
with the
the procedures
procedures set
set forth
forth in
in the
the
including, without limitation, the
Indenture including,
Indenture requirement that the
the requirement the Collateral shall have
Manager shall
Collateral Manager forwarded
have forwarded
Trustee binding agreements
the Trustee
to the evidencing that
certificates evidencing
agreements or certificates Liquidation Proceeds
the Liquidation
that the anticipated
Proceeds anticipated
from thethe disposition Collateral and
disposition of the Collateral assets of
and other assets of the
the Issuer will equal
Issuer will exceed the
or exceed
equal or Total
the Total
Amount. Liquidation
Redemption Amount.
Redemption available for
Proceeds available
Liquidation Proceeds connection with
distribution ininconnection
for distribution Redemption
Tax Redemption
with aa Tax
will be
will reduced by
be reduced the amount
by the expected termination
amount of expected payments (other
termination payments than Defaulted
(other than Security..
Synthetic Security
Defaulted Synthetic
Payments) due
Termination Payments)
Termination to the
due to Synthetic Security
the Synthetic Counterparty.
Security Counterparty.

66
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Treatment Requested
Confidential Treatment
Confidential by Goldman
Requested by Sachs
Goldman Sachs MBS-E-021825436
GS MBS-E-021825436
GS
Footnote Exhibits - Page 5526

The amount
The payable in
amount payable connection with
in connection any Tax
with any Redemption of
Tax Redemption the Notes
ofthe will equal
Notes will the Total
equal the Total
Redemption
Redemption Amount.
Amount. The
The amount
amount payable
payable as
as a
-afinal
final payment
payment on
onthe
the Income
Income Notes
Notes following
following any
anyTax
Tax
Redemption will equal
Redemption will the Liquidation
equal the Proceeds, ifif any,
Liquidation Proceeds, remaining after
any, remaining distribution of
the distribution
after the the Total
of the Total
Redemption Amountby
RedemptionAmount Issuerin
the Issuer
bythe withthe
accordancewith
inaccordance ofPayments.
Priorityof
the Priority Payments.

Optional Redemption
Optional by Liquidation
Redemption by Liquidation

Subject to
Subject to certain described herein,
conditions described
certain conditions herein, the Notes may
the Notes may be redeemed by
be redeemed by the Issuers and
the Issuers and
the
the Income
Income Notes
Notes may
may be
be redeemed
redeemed by
by the
the Issuer,
Issuer, in
in whole
whole but
but not
not in
in part
part at
attheir
their Redemption
Redemption Prices
Prices on
on
any Payment
any Dateon
PaymentDate on or March2010
the March
afterthe
or after PaymentDate,
2010 Payment Date, atatthe writtendirection
thewritten orwith
of, or
direction of, the written
with the written
consent of,
consent Holders of
the Holders
of, the of at least a
at least Majority of
a Majority of the aggregate outstanding
the aggregate notional principal
outstanding notional amount of
principal amount of
Income Notes (including
Income Notes held by
Notes held
Income Notes
(including Income the Collateral
by the Manager or
Collateral Manager any affiliate
or any thereof) (such
affiliate thereof) (such
redemption, an
redemption, an "Optional Redemption" or
"Optional Redemption" or an Redemption by
"Optional Redemption
an "Optional by Liquidation"); provided that
Liquidation"); provided that no
no
Optional
Optional Redemption
Redemption by
by Liquidation
Liquidation shall
shall be
be effected
effected unless
unless the
the expected
expected Liquidation
Liquidation Proceeds
Proceeds will
will equal
equal
or exceed
or the Total
exceed the Amount. If
Redemption Amount.
Total Redemption Holders of
the Holders
If the the Income
of the Notes so
Income Notes elect'to
so elect cause an
to cause an
Optional Redemption by Liquidation, the Income Notes
Optional Redemption by Liquidation, the Income Notes will
will be
be redeemed
redeemed simultaneously.
simultaneously. -

In connection with
In with an Redemption by
Optional Redemption
an Optional Liquidation, the
by Liquidation, Issuers (in
the Issuers (in the case of
the case the Notes)
of the Notes)
and the Issuer (in the case
and the Issuer (in the case the
the Income
Income Notes)
Notes) shall
shall notify
notify the Trustee
Trustee of
of such
such Optional
Optional Redemption
Redemption by
by
Liquidation and
Liquidation the Optional
and the Redemption Date
Optional Redemption and direct
Date and Trustee, in
the Trustee,
direct the writing, to
in writing, sell, in
to sell, the manner
in the manner
determined by
determined by the Manager, and
Collateral Manager,
the Collateral accordance with
and in accordance with the Indenture, any
the Indenture, Asset and
Collateral Asset
any Collateral and
any such sale the Trustee
upon any
upon Trustee shall release the lien lien upon pursuant to
Assets pursuant
Collateral Assets
upon such Collateral to the
the
Indenture; provided, however, that the
Indenture; provided, Issuer may
the Issuer not direct
may not Trustee to
direct the Trustee (and the
sell (and
to sell the Trustee shall not
Trustee shall not
be obligated to
be obligated upon) any Collateral except in
lien upon)
to release the lien accordance with
in accordance procedures set
the procedures
with the forth in
set forth in
the Indenture including, without
the Indenture limitation, the requirement that the Collateral Manager
without limitation, Manager shall shall have
have
forwarded to
forwarded agreements or
Trustee binding agreements
the Trustee
to the or certificates evidencing that that the Liquidation Proceeds
the Liquidation Proceeds
anticipated from the disposition of the Collateral Assets and other
anticipated from other assets of of the Issuer will
the Issuer equal or
will equal or
Total Redemption Amount.
exceed the Total Amount. Amounts
Amounts available for distribution in connection with an Optional
in connection with an Optional
Redemption by Liquidation will be reduced by the amount of expected
Redemption expected termination payments (other
termination payments (other than
than
Defaulted Security Termination Payments) due to the Synthetic Security Counterparty.
Synthetic Security
Defaulted Synthetic
The amount payable in
The in connection with any Optional Redemption by Liquidation of
by Liquidation the Notes
of the will
Notes will
equal the Total Redemption
equal the Total Redemption Amount. The amount payable as the final
final payment
payment on
on the
the Income
Income Notes
Notes
any Optional
following any Liquidation will equal the Liquidation
Optional Redemption by Liquidation Proceeds, ifif any,
Liquidation Proceeds, remaining
any, remaining
after distribution of the Total Redemption Amount by the Issuer in
the distribution
after the in accordance with the Priority
with the of
Priority of
Payments.
Payments. .

Optional
Optional Redemption by Refinancing
Redemption by Refinancing
Subject to
Subject certain conditions
to certain herein, any
described herein.
conditions described Class or
any Class Classes of
or Classes Notes may
of Notes may be redeemed
be redeemed
by the Issuers from the net cash
by the Issuers from the net cash proceeds (the
(the "Refinancing Proceeds")
Proceeds'') of aa loan, credit
credit or
or similar
similar facility
facility
issuance of
an issuance
or an
or replacement notes, from or
of replacement or to one or
to one more financial
or more institutions or
financial institutions purchasers, in
or purchasers, whole
inwhole
but not ininpart,
but not part, on Payment Date on
on any Payment on or after the
or after Redemption Date,
Optional Redemption
the Optional Date, at at the direction of.
written direction
the written of,
or with the written
or with the written consent of,
of. the
the Holders
Holders of
of at
at least
least a
a Majority
Majority of
of the
the Income
Income Notes
Notes (an
(an "Optional
"Optional
Redemption" or
Redemption" or anan "Optional Redemption by
"Optional Redemption Refinancing"). The
by Refinancing"). Issuer will
The Issuer conduct an
will conduct Optional
an Optional
Redemption by Refinancing only if the Collateral
Redemption by Refinancing only if the Collateral Manager
Manager determines
determines that:
that: (i)
(i) the
the principal
principal amount
amount of any
ofany
obligations providing the
obligations providing funds to
the funds to be respect of
applied ininrespect
be applied such Optional
of such Redemption by
Optional Redemption Refinancing isisno
by Refinancing no
greater than the
greater than amount of
principal amount
the principal of the Notes being
the Notes redeemed; (iQ
being redeemed; (ii)the maturity of
stated maturity
the stated of the obligations
the obligations
providing
providing the funds to
the funds to be respect of
applied ininrespect
be applied of such Redemption by
Optional Redemption
such Optional Refinancing isisno
by-Refinancing no earlier than
earlier than
the
the Stated Maturity of
Stated Maturity ofthe Notes being
the Notes redeemed; (iii)
being redeemed; the agreements
(iii) the relating to
agreements relating the Optional
to the Redemption
Optional Redemption
by
by Refinancing limited-recourse and
contain limited-recourse
Refinancing contain non-petition provisions
and non-petition equivalent to
provisions equivalent those set
to those the
forth ininthe
set forth
Indenture;
Indenture; (iv)
(iv) the
the proceeds
proceeds from
from the
the Optional
Optional Redemption
Redemption by
by Refinancing
Refinancing will
will be
be at
at least
least sufficient
sufficient to
to pay
pay
in
infull
full the
the Aggregate Outstanding Amount
Aggregate Outstanding Amount ofof the the applicable Notes); (v)
applicable Notes); amounts are
(v) amounts expected toto be
are expected be
available in accordance with the-Priority
available in accordance -with the-Priority of
of Payments
Payments on
on the
the Payment
Payment Date
Date related
related to
to such- Optional
such_OptionaL~:. .. -: -. ':..~

Redemption
Redemption by Refinancing (a)
by Refinancing pay any
(a)toto pay fees and
any fees expenses of
administrative expenses
and administrative ofthe Issuer related
the Issuer the
related toto the
Optional
Optional Redemption
Redemption by by Refinancing,
Refinancing, (b) pay any
(b)toto pay accrued and
any accrued and unpaid interest on
unpaid interest the Notes
on the being
Notes being

67
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Confidential
Confidential Treatment Requested by
Treatment Requested Sachs
Goldman Sachs
byGoldman GS MBS-E-021825437
GS MBS-E-021825437
Footnote Exhibits - Page 5527

redeemed (including Defaulted Interest and interest on Defaulted Interest) and (c)(c) to pay any "Cashflow
Swap Shortfall Amounts" (as such term is is defined in
in the Cashflow
Cashfiow Swap Agreement)
Agreement) that have been paid
by the Cashflow Swap Counterparty
Counterparty under the Cashflow Swap Agreement but that have not been repaid
to the Cash
Cashflow
flow Swap Counterparty (Plus any accrued and unpaid interest thereon) pursuant to the
Counterparty (plus
Priority of Payments; (vi) the Refinancing Proceeds will be used (to the extent necessary) to redeem the
applicable Notes; (vii) such Optional Redemption by Refinancing will not cause an Event of Default; and
{vii~ the Rating Agency Condition for each Rating Agency shall be satisfied (other than with respect to the
(viii)
Notes being redeemed). If If any Holder of an Income Note so elects, such Holder may pay all or a a portion
(pro rata with any other electing Holder of an Income
Income Note) of the amounts required under clause (v) (v)
above directly as opposed to requiring that such amounts be paid through funds available in in accordance
with the Priority of Payments on the Payment Date related to the Optional Redemption by Refinancing. IfIf
any Holder of an Income Note so elects.
elects, the amounts
amounts due shall be remitted to the Trustee at least two
days prior to the related Payment Date. Any such amounts paid by the Holders of the IncomeIncome Notes will
not be reimbursed by the Issuer. Any Refinancing Proceeds will be applied directly on the related
Optional Redemption Date pursuant to the Indenture to redeem the Notes being refinanced without
regard to the Priority of Payments described herein. Any Refinancing Proceeds that are not used to to
administrative expenses of the Issuer will be treated as
redeem the applicable Notes and to pay any administrative as
Principal Proceeds and will be applied inin accordance with the Priority of Payments. None of the Issuers.
Issuers,
the Trustee or any other Person will be liable to the Holders of the Income Notes for the failure to issue
additional notes or to obtain secured loans.

Redemption/Tax Redemption Procedures. To conduct an Optional Redemption or a Tax


Optional RedemptionfTax
Redemption. in the Indenture must be followed and any conditions precedent
Redemption, the procedures set forth in precedent
thereto must be satisfied.

Upon the occurrence of a a Tax Redemption or an Optional Redemption. Manager


Redemption, the Collateral Manager
in the case of the Holders of Notes or the Fiscal Agent,
Agent, in
shall notify the Principal Note Paying Agent. Agent. in
in the
case of Holders of Income Notes, which in in each case,
case. shall notify the Trustee (with a
a copy to the Issuer)
in writing no less than thirty (30) Business Days prior to the Redemption Date. Such notice shall be
in be
irrevocable. The Fiscal Agent shall, within three (3)
(3) Business Days after receiving such notice, notify the
other Holders of the Income Notes of the receipt of such notice.

Redemption by first-
The Trustee will provide notice of any Optional Redemption or Tax Redemption
class mail, postage prepaid, mailed not less than ten (10) Business Days prior to the scheduled Tax
Redemption Date or Optional Redemption Date, as applicable, to the Principal Note Paying Agent, to the
Holder's address in
Fiscal Agent, to each Cashflow Swap Counterparty, to each Noteholder at such Holder'S in the
register maintained by the Note Registrar under the Indenture and to each Holder of an Income Note at at
such Holder's address in in the income note register maintained pursuant to the Fiscal Agency Agreement
Agreement
and, as long as any Notes or Income Notes are listed on any stock exchange, the Trustee will also give
notice to the Listing and Paying Agent.
Notes called for redemption must be surrendered at the office of any paying agent appointed
under the Indenture in
in order to receive the Redemption Price. The initial paying agents for the Notes are
York. as Principal Note Paying Agent, and, so long as any Notes are listed on a
The Bank of New York, a stock
exchange, the Listing and Paying Agent.

Income Notes called for redemption must be surrendered


surrendered at the office of any paying agent
appointed under the Fiscal Agency Agreement in in order to receive final payments, if any, thereon. The
initial paying agent for the Income Notes isisThe Bank of New York, London Branch.
Any such notice of redemption may be withdrawn by the Issuers (with respect to the Notes) and
the Issuer (with respect to the Income Notes) on or prior to the seventh Business Day prior to the
scheduled redemption date by written notice from the Issuers to the Collateral Manager, the Trustee,
each Cashflow Swap-Counterparty, the Rating Agencies, the Holders of the Notes and the-Holders of the
the 'Holders ofthe"--'-
Income Notes, but only if if the Collateral Manager shall be unable to deliver the sale agreement or or
agreements or certifications or, in
in the case of an Optional Redemption by Refinancing, the loan, credit or
or

68
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Confidential Treatment Requested by Goldman Sachs GS MBS-E-021825438


MBS-E-021825438
Footnote Exhibits - Page 5528

similar required by
facility, required
similar facility, the Indenture, in form
by the satisfactory to
form satisfactory the Trustee. The
to the The Cashflow
Cashflow Swap Swap
Agreement will
Agreement will not terminate upon
not terminate notice to
upon notice to the respective counterparties of
respective counterparties of redemption until the time
redemption until time for
for
withdrawal of notice
withdrawal notice has expired. The
has expired. Collateral Manager
The Collateral shall be
Manager shall liable only
be liable only for the failure to
for the effect an
to effect an
Redemption or Tax
Optional Redemption
Optional Redemption due
Tax Redemption due toto the Manager's gross
Collateral Manager's
the Collateral negligence or
gross negligence or willful
willful
Notice of any
misconduct. Notice
misconduct. any such withdrawal shall
such withdrawal be given
shall be at the
given at the Issuer's expense by the Trustee
Issuer's expense Trustee to to each
each
Holder of a Security at the the address appearing in the applicable
address appearing maintained by the Note
register maintained
applicable register Note Transfer
Transfer
Indenture or
Agent under the Indenture
Agent or the Income Note
the Income under the
Registrar under
Note Registrar the Fiscal Agreement, as
Agency Agreement,
Fiscal Agency as
applicable, by overnight courier
by overnight guaranteeing next
courier guaranteeing next day delivery sent
day delivery sent not
not later Business Day
the third Business
later than the Day
prior redemption date. The Trustee or
scheduled redemption
prior to the scheduled or the Fiscal Agent will notice to the Listing
will also give notice Listing
and Paying Agent of
Paying Agent exchange if any
of the stock exchange Secunties are
any Securities are then listed on on a stock
stock exchange.
exchange.

Mandatory Redemption
Mandatory Redemption

On any Payment Date the Class A/B


qn which the
Date on Overcollateralization Test
NB Overcollateralization was not satisfied on the
Test was
Business Day
last Business the immediately
Day of the Period (such Business Day,
preceding Due Period
immediately preceding Day, the "Determination
"Determination
Date"), without
Date"), effect to amounts
without giving effect payable under clauses (vii), (x) and (xii) of
amounts payable of the Priority
Priority of
of
Payments, Proceeds will be used to redeem the Class A-1 Notes in in accordance with the Class A-1A-1 Note
Payment Sequence until the Class
Payment Class A-1
A-1 Notes have been paid
Notes have paid in redeem the Class S-2
in full, then to redeem S-2 Notes
have been paid in
until the Class S-2 Notes have in full, then to redeem the Class A-2 NotesNotes until the Class A-2
A-2
have been paid in
Notes have redeem the Class B Notes
in full and then to redeem Notes until the Class B Notes have been
B Notes
paid in
in full.

On any Payment Date on which the Class C C Overcollateralization Test was not satisfied on the
related Determination
related without giving
Determination Date, without payable under
giving effect to amounts payable under clauses (x) (xii) of
(x) and (xii) of the
Proceeds will be used to redeem the Class A
Priority of Payments, Principal Proceeds (in accordance with
A Notes (in
the Class A-1 Note Payment Sequence), the Class B B Notes and the Class C Notes, until paid in
Notes, pro rata, until in
full provided, however, that if the Net Outstanding Portfolio Collateral Balance is less than
is less
U.S.$500,000,000,
U.S.$500,OOO,OOO, then such amount shall be paid first, to the payment of principal of all outstanding
Class A-1 Notes (pursuant to the Class A-1 Note Payment Sequence), second, to to the
the payment
payment of of
principal of all outstanding Class A-2 Notes, third, to the payment of principal of all outstanding Class B
Notes and fourth, to the payment of principal of all outstanding Class C Notes, and
C Notes, remaining
and any remaining
Proceeds will be used to redeem the Class C C Notes have
C Notes until the Class C paid in
have been paid full.
in full.

On any Payment Date on which the Class 0 Test (together


D Overcollateralization Test Class
the Class
(together with the
A/B Overcollateralization Test and the Class C
NB "Coverage Tests") was not
C Overcollateralization Test the "Coverage not
satisfied on the related Determination Date, Proceeds net of amounts payable under clauses (i)
under clauses through
(i) through
(xii) of the Priority of Payments will be used to redeem the Class D D Notes until Class 0D Notes
the Class
until the have
Notes have
been paid in infull.
full. .
The Class S-1 Notes, the Class C Notes, the Class 0D Notes and the Income Notes will not
C Notes, not be
be
the Class
redemption as aa result of the failure of the
subject to mandatory redemption Class NB Overcollateralization Test.
A/B Overcollateralization The
Test. The
Class SS Notes, the Class D
Notes, the not be
Notes will not
Income Notes
D Notes and the Income be subject to mandatory
subject to mandatory redemption as aa
redemption as
any Class C
result of the failure of any Overcollateralization Test. The Class S
C Overcollateralization the
Notes, the
S Notes, the Class AANotes,
Class B the Class C
B Notes, the Notes and the Income Notes will not be subject to
C Notes mandatory redemption
to mandatory as aa
redemption as
Test.
Class DDOvercollateralization Test.
result of the failure of any Class

Cancellation

and Income
All Notes and
All Income Notes are redeemed
Notes that are redeemed or for cancellation
surrendered for
paid and surrendered
or paid as
cancellation as
will forthwith
described herein will be canceled and
forthwith be be reissued
and may not be or resold.
reissued or
Payments
Payments

-
-~=--'-;...--. ---Payments on
.-- ---Payments
-"-_ ...• on any
any Payment
Payment Date
Date inin respect
respect of
of principal
principal of
of and
and interest
interest-on the Notes
-on -the Notes issued
issued asas ---
Global Notes
Global will be
Notes will made to the
be made person inin whose
the person relevant Global Note isis registered
whose name the relevant at the
registered at the
close of business
close the Business Day
business on the prior to
Day prior such Payment
to such Payment Date. the Securities
For the
Date. For Securities issued indefinitive
issued in definitive

69
69

Treatment Requested
Confidential Treatment
Confidential by Goldman
Requested by Sachs
Goldman Sachs MBS-E-021825439
GS MBS-E-021825439
Footnote Exhibits - Page 5529

form, payments
form, payments on on any
any Payment
Payment Date Date ininresped
respect ofof principal,
principal, interest
interest andand other
other distributions
distributions will
will be
be made
made
to the
to the person
person ininwhose
whose name
name thethe relevant
relevant Security
Security isisregistered
registered as as ofof the
the close
close of of business
business 10 10 Business
Business
Days prior
Days prior toto such
such Payment
Payment Date.Date. Payments
Payments on on the
the Global
Global NotesNotes willwill be
be payable
payable by by wire
wire transfer
transfer inin
immediately available
immediately available funds
funds toto aaU.S.
U.S. Dollar
Dollar account
account maintained
maintained by by DTC
DTC or or its
its nominee
nominee (in (inthe
the case
case ofofthe
the
Global Notes)
Global Notes) or or each
each Holder
Holder (in(inthe
the case
case ofof individual
individual Definitive
Definitive Notes)
Notes) toto the
the extent
extent practicable
practicable or or
otherwise by
otherwise by U.S.
U.S. Dollar
Dollar check
check drawn
drawn on on aa bank
bank ininthethe United
United States
States sentsent byby mail
mail either
either to
to DTC
DTC or or its
its
nominee (in
nominee (inthe
the case
case of
of the
the Global
Global Notes),
Notes), oror to
to each
each Holder
Holder at at its
its address
address appearing
appearing ininthe the applicable
applicable
register. Final
register. Final payments
payments inin respect
respect ofof principal
principal on
on the
the Notes
Notes will will be
be made
made onlyonly against
against surrender
surrender of of the
the
Notes at
Notes at the
the office
office of
of any
any paying
paying agent.
agent. None
None ofof the
the Issuers,
Issuers, the Securities
Securities Intermediary,
Intermediary, the the Trustee,
Trustee, thethe
Collateral Manager,
Collateral Manager, the the Cashflow
Cashflow SwapSwap Counterparty
Counterparty or or any
any paying
paying agent
agent willwill have
have anyany responsibilitY
responsibility or or
liability for
liability for any
any aspects
aspects ofof the
the records
records maintained
maintained by by DTC
DTC or or its
its nominee
nominee or any any ofof its
its participants
participants relating
relating
to, or
to, or for
for payments
payments made made thereby
thereby onon account
account of beneficial interests
interests in, in,aa Global
Global Note.
The Issuers
The Issuers expect
expect that
that DTC
DTC oror its
its nominee,
nominee, upon
upon receipt
receipt of any
any payment
payment of principal or or interest
interest
inrespect
in respect of
of aa Global
Global Note
Note held
held by
by DTC
DTC oror its
its nominee,
nominee, will immediately
immediately credit
credit participants'
participants' accounts
accounts with
with
payments ininamounts
payments amounts p(Oportionate
proportionate to to their
their respective beneficial
beneficial interests in
insuch
such Global
Global Notes
Notes as
as shown
on the
on the records
records ofof DTC
DTC oror its
its nominee.
nominee. TheThe Issuers
Issuers also expect that payments by participants to owners of of
beneficial interests
beneficial interests in
in such
such Global
Global Notes held through such participants
participants will be
be govemed
governed byby standing
instructions and
instructions and customary
customary practices,
practices, as
as is is now
now the case
case with securities
securities held forfor the
the accounts of of
customers registered
customers registered in in the
the names
names of of nominees
nominees forfor such customers. Such payments will be be the
responsibility of
responsibility of such
such participants.
participants.
If any
If any payment
payment on
on aa Security
Security isisdue
due on
on aa day that is
is not aa Business Day, then payment will
will not be
be
made until
made until the next succeeding
the next succeeding Business
Business Day.
For so
For so long
long as
as the Securities are listed on any stock exchange and the rules of such exchange so so
require, the
require, the Issuers
Issuers will
will have
have aa paying
paying agent and aa transfer agent (which shall be the Listing and Paying
Agent)
Agent) for such Securities
for such and payments on
Securities and on and transfers or exchanges of interest in
in such Securities may
be effected
be, effected through the Listing
through the Listing and Paying
Paying Agent. In In the event that the Listing and Paying Agent is is
replaced at
replaced at any
any time
time during such period, notice of the appointment of any replacement will be given to the
during such
applicable stock
applicable stock exchange
exchange as long asas any
any Securities are listed thereon.
Priority
Priority of Payments
of Payments

With respect
With respect to
to any Payment
Payment Date,
Date, all Proceeds
Proceeds received on the Collateral during the related Due
Due
Period will
Period will be applied by
be applied by the Trustee
Trustee in
in the priority set forth below (the "Priority
"Priority of Payments").
Payments"). ForFor
purposes of
purposes of the
the Priority
Priority of
of Payments, amounts paid as interest, fees or
Payments. amounts or distributions on the Notes on a
"pro rata"
"pro rata" basis
basis shall be pro rata
shall be rata based
based on the amount of interest due
due on such Class or subclass of Notes
Notes
or fees,
or fees, amounts
amounts paidpaid as principal shall be paid pro rata based on the the amount
amount of
of principal
principal then
outstanding
outstanding on on such Class
Class or subclass of Notes and unless stated otherwise,
otherwise, Proceeds
Proceeds not constituting
Principal
Principal Proceeds
Proceeds will
will be
be assumed to to be applied
applied prior to any Principal Proceeds.

Two
Two Business
Business DaysDays prior
prior to each Payment Date, to the extent there is is a positive Aggregate
Aggregate
Amortization
Amortization Amount
Amount determined
determined as of the the related Determination
Determination Date,Date, an
an amount
amount (in(in cash or par
par amount,
as
as applicable)
applicable) equal
equal toto the
the Aggregate
Aggregate Amortization
Amortization Amount
Amount shall
shall be withdrawn
withdrawn by by the Trustee
Trustee from
from the
the
Default
Default Swap
Swap Collateral
Collateral Account
Account (first,
(first, by applying
applying cash
cash on
on deposit
deposit in in the Default
Default Swap
Swap Collateral
Collateral Account
Account
received
received as as principal,
principal, second,
second, by liquidating
liquidating Eligible
Eligible Investments
Investments in in the
the Default
Default Swap Collateral
Collateral Account
Account
and
and third,
third, by
by releasing
releasing Default
Default Swap
Swap Collateral
Collateral from
from the
the Default
Default SwapSwap Collateral
Collateral Account and from from the
the
lien
lien of
of the
the Synthetic
Synthetic Security
Security Counterparty
Counterparty and and depositing it it to
to the
the Collateral
Collateral Account)
Account) andand deposited
deposited to to
the
the Payment
Payment Account
Account forfor application
application asas Principal
Principal Proceeds
Proceeds inin accordance with with the
the Priority
Priority of
of Payments
Payments on
the
the related
related Payment
Paymen,t Date
Date or
or in
in the
the case of of the
the release
release of
of Default
Default Swap
Swap Collateral,
Collateral, for
for deposit
deposit to
to the
the
Collateral
Collateral Account.
Account.

On the
,'-'--' -'---:--On the Business
Business Day
Day prior
prior to
to each
each Payment
Payment Date
Date (other
(other than
than aa Final
Fihal Payment
Payment Date), the Trustee
Date): the Trustee
will
will transfer
transfer all all funds
funds then
then on
on deposit
deposit inin the
the Collection
Collection Account
Account (other
(other than
than amounts
amounts received
received after
after the
the end
end
of
of the
the related
,related Due
Due Period)
Period) into
into the
the Payment
Payment Account.
Account. On On each
each Payment
Payment Date
Date (other
(other than
than a a Final
Final

70
70

Treatment Requested
Confidential Treatment
Confidential Goldman Sachs
by Goldman
Requested by Sachs GS MBS-E-021825440
GS MBS-E-02182S440
Footnote Exhibits - Page 5530

Payment amountsin
Date}, amounts
Payment Date), in the PaymentAccount
the Payment and any
Account and payments received
any payments from the
received from Cashflow Swap
the Cashflow Swap
Counterparty
Counterparty since
since the
theprevious
previous Payment
Payment Date
Date will
will be
be applied
applied by
by the
theTrustee
Trustee in
in the
the manner
manner and
and order
orderof
of
priorityset
priority forth below:
setforth below:

i.i. payment of
the payment
toto the taxes and
of taxes filing and
and filing registration fees
and registration without limitation,
(including, without
fees (including, limitation,
annual return
annual fees) owed
returnfees) bythe
owedby Issuers, ififany;
theIssuers, any;

ii.ii. to the
to the payment
payment of
of accrued
accrued and
and unpaid
unpaid fees
fees of
of the
the Trustee
Trustee up
up to
to aa maximum
maximum amount
amountonon
any Payment Date
any Payment equal to
Date equal to the greater of
the greater U.S.$12,062.50 and
of U.S.$12,062.50 0.0018125% of
and 0.0018125% of the
the
Quarterly Asset Amount for the related
Quarterly Asset Amount for the related Due
Due Period
Period (or,
(or, in
in the
the case
case of
ofthe
the first
first Due
Due Period,
Period,
as such amounts
as such are adjusted
amounts are based on
adjusted based number of
the number
on the days in
ofdays in such Due Period);
such Due Period);

iii.
iii. (a) first,
(a) to the
first, to payment of
the payment any remaining
of any accrued and
remaining accrued unpaid Administrative
and unpaid Expenses of
Administrative Expenses of
the excluding any
Issuers, excluding
the Issuers, indemnities (and
any indemnities expenses related
legal expenses
(and legal payable by
thereto) payable
related thereto) by
the Issuers first,
the Issuers to the
first, to Trustee, the
the Trustee, Administrator and
Collateral Administrator
the Collateral and the Agent and
Fiscal Agent
the Fiscal and
second, pro rata, to any other parties entitled
second, pro rata, to any other parties entitled thereto;
thereto; (b)
(b) second,
second, to
to the
the payment
payment of any
of any
indemnities (and
indemnities (and legal related thereto)
expenses related
legal expenses payable by
thereto) payable the Issuers
by the first, to
Issuers first, to the
the
Trustee, the
Trustee, the Collateral Administrator, the
Conateral Administrator, Fiscal Agent
the Fiscal second, pro
and second,
Agent and pro rata, any other
to any
rata, to other
parties thereto; and (c)
entitled thereto;
parties entitled (c) third, to to the Account the
Reserve Account
Expense Reserve
the Expense lesser of
the lesser of
U.S.$50,OOO and
U.S.$50,000 and the necessary to
amount necessary
the amount bring the
to bring balance of
the balance account to
such account
of such to
U.S.$200,OOO; provided,
U.S.$200,000; provided, however, that that the aggregate pursuant to
payments pursuant
aggregate payments to subclauses
subclauses
(a)
(a) through
through (c)
(c) of this clause
clause (iii)
(iii) on
on any Payment
Payment Date
Date shall
shall not
not exceed
exceed U.S.$250,000
U.S.$250,OOO
aggregate payments pursuant
and the aggregate pursuant to subclauses (a)
to subclauses (a) and (b) of
and (b) this clause
of this on the
(iii) on
clause (iii) the
current and prior three Payment
current and prior three Payment Dates shall not exceed U.S.$300,000;
exceed U.S.$300,OOO;

iv.
iv. to the
to payment of (a)
the payment amounts due)
(a) first, pro rata (based on amounts (Q amounts, if any, to be
due) (i) be paid
paid
to the
to Cashflow Swap
the Cashfiow Cashflow Swap
Counterparty pursuant to the Cashflow
Swap Counterparty Agreement including
Swap Agreement including
termination payments (other than Defaulted Cashflow
termination and partial termination Cashflow Swap Swap
Termination Payments payable under clause (xviii)
Termination (xviii) below) and including on
and including any Payment
on any Payment
Date related to an Optional Redemption by
Date by Refinancing all all "Cashfiow
"Cashflow Swap Amounts"
Swap Amounts"
that have been advanced by the Cashflow Swap Counterparty under
that the Cashflow Swap
under the Swap
Agreement but
Agreement but that have not been repaid plus accrued and unpaid thereon, (ii)
interest thereon,
unpaid interest (Ii)
accrued
accrued and
and unpaid interest on the Class S-1 Notes
Notes (including
(including Defaulted
Defaulted Interest
Interest and
and
interest thereon) and (iii) beginning with the Payment Date occurring in
interest thereon) in December
December 2007,2007,
principal of the Class S-1 Notes in
principal equal to
in an amount equal to the S-1 Notes
Class S-1
the Class Amortizing
Notes Amortizing
Principal Amount until the Class S-1 Notes are
Principal paid in
are paid full and
in full second, ifif an
(b)second,
and (b) of
Event of
an Event
Default or
Default or aa Tax Event shall have occurred and and isis continuing
continuing or an Optional
or an Redemption
Optional Redemption
Liquidation or
by Liquidation
by or aa successful Auction has occurred and and the Assets are
Collateral Assets
the Collateral being
are being
pursuant to
liquidated pursuant
liquidated to the to the
Indenture, to
the terms of the Indenture, payment of
the payment principal of
of principal Class
the Class
of the
S-1 Notes
S-1 until the
Notes until Class S-1
the Class full;
S-1 Notes are paid ininfull;
v.
v. to payment, pro
the payment,
to the based on
rata based
pro rata on the amount due
the amount due (a), to the
(a), to Manager of
Collateral Manager
the Collateral the
of the
accrued and
accrued unpaid Collateral
and unpaid Management Fee,
Collateral Management plus interest
Fee, plus due on
interest due portion of
any portion
on any such
of such
Management Fee
Collateral Management
Collateral Fee not Payment Date
prior Payment
paid on aa prior
not paid Date atat aa rate equal to
rate equal LIBOR
to LISOR
any portion
(excluding any
(excluding included inin any
thereof included
portion thereof Management Fees
Deferred Management
Cumulative Deferred
any Cumulative Fees
were not
that were
that paid on
not paid Payment Date);
previous Payment
on aa previous however, the
provided, however,
Date); provided, Collateral
the Collateral
Manager may
Manager may atat its option defer
its option all or
defer all portion of
or aaportion such Collateral
of such Management Fee
Collateral Management (the
Fee (the
amount, ififany,
amount, deferred on
so deferred
any, so on such Payment Date
such Payment Date toto be included ininthe
be included Deferred
Current Deferred
the Current
Management
Management Fee Fee on such date)
on such and (b)
date) and to the
(b)to payment to
the payment the Initial
to the Purchaser of
Initial Purchaser any
of any
unpaid Deferred
unpaid Deferred Structuring
Structuring Expense,
Expense, plus
plus interest
interest due
due on
on any
any portion
portion of
of the
the Deferred
Deferred
Expense not
Structuring Expense
Structuring not paid the prior
on the
paid on Payment Date
prior Payment Date atataarate LIBOR;
equal toto USOR;
rate equal

vi.
vi. to payment of
the payment
to the (a)first,
of (a) pro rata,
first, pro accrued and
rata, (i)(i)accrued and unpaid interest on
unpaid interest the Class
on the A-1
Class A-1
Notes (including
Notes any Defaulted
(including any Interest and
Defaulted Interest and interest (ii)accrued
thereon), (iQ
interest thereon), unpaid
and unpaid
accrued and
interest on the
interest on the Class (including any
Notes (including
A-2 Notes
Class A-2 any Defaulted Interest and
Defaulted Interest thereon),
interest thereon);
and interest

71
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by Goldman GS MBS-E-021825441
GS MBS-E-02182S441
Footnote Exhibits - Page 5531

and (iii)
and (iii) accrued
accrued and
and unpaid
unpaid interest
interest on
on the
the Class
Class S-2
S-2 Notes
Notes (including
(including any
any Defaulted.
Defaulted
Interest and
Interest and any
any interest
interest thereon),
thereon), and
and (b)
(b)second,
second, accrued andand unpaid
unpaid interest
interest on
on the
the
Class BBNotes
Class Notes (including
(including any
any Defaulted
Defaulted Interest
Interest and
and any
any interest
interest ther~n);
thereon);
vii.
vii. ifif the
the Class
Class NBA/B Overcollateralization
Overcollateralization Test Test isisnot
not satisfied
satisfied on thethe Determination
Determination DateDate with
with
respect to
respect to the
the related
related Payment
Payment Date Date after
after giving
giving effect
effect to
to all
all payments of of principal
principal onon
such Payment
such Payment Date
Date (without
(without giving
giving effect
effect to
to any
any payments pursuantpursuant to to this clause
clause (viQ
(vii) or
or
clauses (x)
clauses (x)and
and (xii)
(xii) below),
below), first,
first, to
to the
the payment
payment of of principal
principal of of all outstanding Class
Class A-1
A-1
Notes inin accordance
Notes accordance with with the
the Class
Class A-1A-1 Note
Note Payment
Payment Sequence
Sequence until the the Class
Class A-1
A-1
Notes are
Notes are paid
paid ininfull,
full, second,
second, to the payment of principal principal of of all
all outstanding
outstanding Class S-2 S-2
Notes until
Notes until the
the Class
Class S-2 Notes
Notes are are paid
paid in
in full,
full, third,
third, t6
to the
the payment
payment of principal of all
outstanding Class
outstanding Class A-2
A-2 Notes
Notes until
until the
the Class
Class A-2 Notes
Notes are paidpaid ininfull,
full, and
and fourth,
fourth, to the
the
payment of
payment of principal
principal ofof all
all outstanding
outstanding ClassClass BB Notes
Notes until
until the Class BB Notes are paid paid inin
full;
full;

viii.
viii. to the
to the payment
payment ofof (a)
(a) beginning
beginning with
with the
the Payment
Payment Date
Date occurring in in December
December 2007,
2007,
principal of
principal of the
the Class
Class S-2
S-2 Notes
Notes inin an
an amount equal to the Class S-2 Amortizing
S-2 Notes Amortizing
Principal Amount
Principal Amount until
until the
the Class
Class S-2
S-2 Notes
Notes are
are paid
paid in
in full,
full, and (b)
(b)if an Event
Event of Default
or aa Tax
or Tax Event
Event shall
shall have
have occurred and isis continuing
continuing or or an Optional Redemption by by
Liquidation or
Liquidation or successful
successful Auction has has occurred and the Collateral Assets are being being
liquidated pursuant
liquidated pursuant toto the
the terms
terms ofof the
the Indenture,
Indenture, principal
principal of the
the Class S-2
S-2 Notes until
the Class
the Class S-2
S-2 Notes
Notes are
are paid
paid in
infull;
full;
ix.
ix. to the payment
to the payment of
of accrued
accrued and
and unpaid
unpaid interest
interest on the Class C
C Notes (including Defaulted
Interest and
Interest and any
any interest
interest thereon
thereon but
but not
not including
including Class C
C Deferred Interest);
x.
x. ifif the Class C
the Class C Overcollateralization
Overcollateralization Test isis not satisfied on the Determination
Determination Date with
respect to
respect to the
the related
related Payment
Payment Date Date after
after giving effect to all payments of principal on on
such Payment
such Payment Date Date (without
(without giving
giving effect
effect to any
any payments
payments pursuant to this clause (x) (x)or
or
clause
clause (xii)(xii) below), then, (a)
below), then, pro rata,
(a) pro rata, Principal
Principal Proceeds only (i) (i) to the payment of of
principal of
principal of all outstanding Class
all outstanding Class A-1 Notes in in accordance with the Class A-1 Note
Payment Sequence,
Payment Sequence, (ii) to the payment of
(ii) to of principal
principal of all outstanding Class A-2 Notes,
(iii) to
(iii) to the payment of
the payment principal of
of principal of all
all outstanding Class
Class B B Notes and (iv) to the payment of of
principal of
principal of all
all outstanding
outstanding Class C C Notes, until the Class A-1 Notes, the Class A-2 Notes,
the Class B
the Class B Notes,
Notes, and the the Class C C Notes are paid in in full; provided, however, that if the
Net Outstanding Portfolio
Net Portfolio Collateral
Collateral Balance is U.S.$500,000,000, then such
is less than U.S.$500,OOO,OOO,
amount
amount shall be paid paid first,
first, to the
the payment
payment of principal of all outstanding Class A-1 Notes
in accordance
in accordance with the Class A-1 Note Note Payment
Payment Sequence until the Class A~1 A-1 Notes are
paid
paid in in full, second, to
full, second, to thethe payment of principal
principal of all
all outstanding Class A-2 Notes until
the
the Class
Class A-2A-2 Notes
Notes are paid in
are paid in full, third, to the
the payment
payment of principal of all outstanding
Class
Class B B Notes
Notes untiluntil the Class B B Notes are paid in in full and fourth, to the payment
payment of
principal
principal of of all
all outstanding
outstanding Class C Notes until the Class C
C Notes C Notes
Notes are paid in
in full; and (b)
(b)
any
any remaining
remaining Proceeds
Proceeds to the payment of of principal
principal of all outstanding Class C C Notes until
the Class C CNotes
Notes are
are paid in in full;

xi. to
to the
the payment
payment of
of accrued
accrued and unpaid
unpaid interest on
on the Class D
D Notes (including Defaulted
Interest
Interest and
and any
any interest
interest thereon but not including
including Class D Deferred
Deferred Interest);
Interest):

xii.
xii. to
to the
the payment
payment of of principal
principal of
of first, pro
pro rata, the Class A
A Notes
Notes up toto the amount
amount specified
in
in clause
clause (b)(1)
(b)(1) below
below (provided, that the Class A-1 Notes Notes shall
shall be paid
paid in
in accordance
with
with the
the Class
Class A-1 Note Payment
Payment Sequence), second, the Class B Notes Notes up to the
amount
amount specified
specified in in clause
clause (b)(2)
(b)(2) below, third, the Class
Class CC Notes
Notes up to the amount
amount
specified
specified in
in clause
clause (b)(3)
(b)(3) below and
and fourth,
fouith, the Class D Notes
Not.es up to
to the amount
amount specified
in
in clause
clause (b)(4)
(b)(4) below
below in in an aggregate amount equal to the.
aggregate_allJ9!Jl1t,equaIJo the. lesser
lesser ofof (a)
(a) Principal
Principal
Proceeds
Proceeds received
received or or held during the the related
related Due
Due Period, and (b) (b) the sum
sum of (1)
(1) the
the
amount
amount necessary
necessary to increase
increase the ClassClass AA Adjusted
Adjusted Overcollateralization Ratio
Ratio to
to or
or

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GS MBS-E-02182S442
Footnote Exhibits - Page 5532

maintainititatat126.7%,
maintain 126.7%,plus plus(2) (2)the necessarytotoincrease
amountnecessary
theamount increasethe ClassBBAdjusted
theClass Adjusted
Overcollateralization
Overcollateralization Ratio
Ratio to
to orormaintain
maintain it
itat
at 110.6%,
110.6%, plus
plus (3)
(3)the
the amount
amount necessaryto
necessary to
increasethe
increase Class CCAdjusted
theClass Overeollateralization Ratio
Adjusted Overcollateralization Ratiototoorormaintainmaintain ititatat106.0%,
106.0%,
plus (4)
plus (4) the amount necessary
the amount increasethe
necessarytoto increase Class D
theClass Adjusted Overcollateralization
DAdjusted Overcollateralization
Ratio
Ratio to
to oror maintain
maintain ititat
at102.7%;
102.7%; provided,
provided, however,
however, that
that if the
if the Net
Net Outstanding
Outstanding Portfolio
Portfolio
Collateral Balanceis
CollateralBalance U.S.$300,OOO,OOO,then
thanU.S.$300,000,000,
lessthan
isless thenonlyonlythe theamount describedin
amountdescribed insub-
sub-
clause (a) of this
clause (a) of this clause
clause (xii)
(xii) will
will be
be paid,
paid, such
such amount
amount toto bebe allocated,
allocated, first,
first, to the
to the
payment principalofofall
paymentofofprincipal outstandingClass
alloutstanding ClassA-1 Notesin
A-1 Notes accordancewith
inaccordance ClassA-1
theClass
withthe A-1
Note Sequence, second,
PaymentSequence,
NotePayment second, to tothe principalof
paymentofofprincipal
the payment ofall ClassA-
outstanding Class
alloutstanding A-
2 Notes,
2 Notes, third,
third, toto the
the payment
payment of
ofprincipal
principal of
of all
alloutstanding
outstanding Class
Class B B Notes,
Notes, fourth,
fourth, to
tothe
the
payment of
payment principal ofof all
of principal outstanding Class
all outstanding Class C Notes, and
C Notes, fifth, to
and fifth, payment of
the payment
to the of
principal of all outstanding Class
principal of all outstanding Class DD Notes,
Notes, until
until the
the Class
Class AA Notes,
Notes, the
the Class
Class BB Notes,the
Notes, the
Class C
Class Notes, and
C Notes, andthe Class D
the Class Notes are
DNotes paid in
are paid infull;
full;

xiii.
xiii. ififthe Class D
the Class Test is
Overcollateralization Test
D Overcollateralization is not satisfied on
not satisfied Determination Date
the Determination
on the Date with
with
respect to the related Payment
respect to the related Payment Date
Date after
after giving
giving effect
effect to
to all
all payments
payments of
of principal
principal on
on
such Payment Date
such Payment (without giving
Date (without effect to
giving effect any payments
to any pursuant to
payments pursuant clause (xiii))
this clause
to this (xiii»
then to
then payment of
the payment
to the of principal of all
principal of Class D
outstanding Class
all outstanding Notes until
D Notes Class D
the Class
until the D Notes
Notes
are paid
are paid in in full;
full;

xiv.
xiv. to the
to payment to
the payment to the Manager of
Collateral Manager
the Collateral of the Cumulative Deferred
the Cumulative Management Fee
Deferred Management Fee
(or'any
(or portion thereof
any portion directed by the Collateral
as directed
thereof as Manager);
Collateral Manager);

xv.
xv. the payment
to the
first, to
first, principal of
payment of principal Class C Notes in
of the Class amount equal
an amount
in an equal to that portion
to that portion
of the
of the principal the Class
principal of the Notes comprised of
Class C Notes of Class
ClassG C Deferred unpaid after
Interest unpaid
Deferred Interest after
giving effect
giving under clauses (x)
payments under
effect to payments (amounts will
(x) and (xii) above (amounts be considered
will be considered
unpaid for
unpaid this purpose if the
for this the principal balance of the Class C after giving
Notes after
C Notes effect to
giving effect to
clauses (x)
clauses (x) and (xii) above exceeds any previous lowest amount outstanding)
lowest amount outstanding)· and and
second, to
second, to the. payment of principal of the Class D Notes in
the, payment equal to
amount equal
an amount
in an that
to that
portion of
portion of the principal of the Class D comprised of
D Notes comprised Class D
of Class 0 Deferred Interest
Deferred Interest
unpaid
unpaid after giving effect to payments under clauses (xii) and
after giving (xiiQ above
and (xiii) (amounts will
above (amounts will be
be
considered unpaid for this purpose ifif the principal balance
considered balance of of the Class D
the Class Notes after
D Notes after
giving effect to
giving effect to clauses (xii) and (xiii) above exceeds any previous lowest
any previOus amount
lowest amount
outstanding);
outstanding);
xvi.
xvi. after
after the
the Payment
Payment Date occurring in
Date occurring in September 2015, first, to
2015, first, payment of
the payment
to the principal of
of principal of
all outstanding
all outstanding Class
Class C
C Notes until
until the Class C
C Notes
Notes are
are paid
paid in
in full,
full, and
and second,
second, to
to the
the
payment
payment of of principal
principal of all outstanding
of all Class DDNotes
outstanding Class until the
Notes until Notes are
Class 0D Notes
the Class paid in
are paid in
full;
full;
xvii.
xvii. to
to the payment of
the payment principal of
of principal the Class
of the an amount
Notes ininan
Class DDNotes equal to
amount equal the Class
to the Notes
Class DDNotes
Amortizing
Amortizing Principal
Principal Amount;
Amount;

xviii.
xviii. to
to the
the payment
payment of, pro rata,
of, pro any Defaulted
rata, any Cashflow Swap
Defaulted Cashflow Termination Payments,
Swap Termination with
Payments, with
respect
respect to
to the
the Cashflow
Cashflow Swap
Swap Agreement,
Agreement, pro
pro rata,
rata, based
based on
on the
the amount
amount owed
owed and
and
Defaulted
Defaulted Synthetic
Synthetic Security with respect to the Synthetic
Payments, with respect to the Synthetic
Termination Payments,
Security Termination
Securities,
Securities, pro
pro rata, based on
rata, based the amount
on the owed;
amount owed;
xix.
xix. first(a)
first (a)to
to the payment ofofany
the payment accrued and
remaining accrued
any remaining and unpaid Expenses of
Administrative Expenses
unpaid Administrative of
the Issuers not paid
the Issuers not paid pursuant
pursuant toto clauses
clauses (ii)
(ii) and
and (iii)
(iii) above
above (as
(as the
the result
result of
of the
the limitations
limitations
on
on amounts
amounts set set forth therein) ininthe
forth therein) same order
the same priority set
orderofofpriority forth above
set forth (iii) .
clause (iii)
above ininclause
excluding any indemnities (and legal expenses
excluding any indemnities (and legal expenses related
related thereto)
thereto) payable
payable by
by the
the Issuers;
Issuers;
second, (b)
second, (b)toto the payment, pro
the payment, rata, ofofany
pro rata, indemnities (and
any indemnities (and legal expenses related
legal expenses related
thereto)
thereto) payable
payableby by the Issuersnot
the Issuers pursuanttotoclause
paidpursuant
notpaid clause(iiQ above (as
(iii)above theresult
(asthe the
resultofofthe
limitation on amounts set forth
limitation on amounts set forth therein)
therein) inin the
the same
same order
order ofof priority
priority set
set forth
forth above
above inin
clause
clause (iii);
(iii); and
and third, the Expense
(c)toto the
third, (c) Account until
Reserve Account
Expense Reserve until the balance ofof such
the balance such

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Footnote Exhibits - Page 5533

account reaches
account reaches U.S.$200,OOO
U.S.$200,000 (after(aftergiving
givingeffect
effect totoany
anydeposits
depositsmade
made therein
therein on on such
such
Payment Date
Payment Date under
underclause
clause (iii)
(iii)above);
above);provided,
provided,however,
however,that
thatthe
theaggregate
aggregatepayments
payments
pursuant toto subclause
pursuant subclause (c)
(c)ofof this
this clause
clause (xix)
(xix) and
and subclause
subclause (c)
(c)ofof clause
clause (iii)
(iii) on
on any
any
Payment Date
Payment Date shall
shallnot
notexceed
exceed U.S.$50,OOO;
U.S.$50,000; andand
xx.
xx. any remaining
any remaining amount
amount toto the
the payment
payment toto thethe Fiscal
Fiscal Agent
Agent forfor deposit
deposit into
into the
the Income
Income
Note Payment
Note Payment Account
Account forfor payment
payment toto the
the Holders
Holders ofof the
the Income
Income Notes
Notes asas additional
additional
distributions(subject
distributions (subjecttoto certain
certain restrictions
restrictions imposed
imposed under
underCayman
Cayman Islands
Islands law
lawand
and totothe
the
extentof
extent offunds
funds legally
legallyavailable
available therefor).
therefor).
OnOn the
the Business
Business Day Day prior
prior toto the
the Final
Final Payment
Payment Date,
Date, the
the Trustee
Trustee will
will transfer
transfer all
all funds
funds then
then on
on
deposit ininthe
deposit the Collection
Collection Account
Account into
into the
the Payment
Payment Account.
Account. On
On the
the Final
Final Payment
Payment Date,Date, amounts
amounts ininthe
the
Payment Account
Payment Account will
will be
be applied
applied by
by the
the Trustee
Trustee ininthe
the manner
manner and
and order
order of
of priority
priority set
set forth
forth below:
below:
i.i. to the
to the payment
payment of of the
the amounts
amounts referred
referred toto inin clauses
clauses (i)(i)through
through (vi)
(vi) of
of the
the Priority
Priority ofof
Payments for
Payments for Payment
Payment Dates
Dates which
which are are not
not Final
Final Payment
Payment Dates,
Dates, ininthat
that order
order (without
(without
regard toto the
regard the limitations
limitations ininclause
clause (iii)
(iii) except
except for
for any
any Final
Final Payment
Payment Date Date which
which isis the.
the
Stated Maturity
Stated Maturity ofof aa Note
Note (other
(other than
than thethe Class
Class SSNotes»;
Notes)); provided
provided thatthat no
no deposit
deposit shall
shall
be made
be made toto the
the Expense
Expense Reserve
Reserve Account
Account pursuant
pursuant to to subclause
subclause (iii);
(iii);
ii.ii. to the
to the payment
payment to
to the
the Class
Class A-1
A-1 Notes
Notes ininaccordance
accordance with
with the
the Class
Class A-1
A-1 Note
Note Payment
Payment
Sequence of
Sequence of the
the amount
amount necessary
necessary to
to pay
pay the outstanding
outstanding principal amount
amount of
of such
such
Notes;
Notes;

iii.
iii. to the
to the payment
payment to
to the
the Class
Class S-2
S-2 Noles
Notes of
of the amount necessary to pay the outstanding
outstanding
principal amount
principal amount of
of such
such Notes;
Notes;
iv.
iv. to the
to the payment
payment to
to the
the Class
Class A-2
A-2 Notes
Notes of
of the amount necessary to pay the
the outstanding
outstanding
principal amount
principal amount of
of such
such Notes;
Notes;
v.
v. to the
to the payment
payment toto the
the Class
Class BB Notes
Notes of the amount necessary to pay the outstanding
the outstanding
principal amount of
principal amount of such
such Notes
Notes in
in full;

vi.
vi. to the
to the payment
payment to the Class C
to the C Notes of the amount necessary to pay accrued and
and unpaid
unpaid
interest
interest on and the
on and the outstanding principal
principal amount any Class
amount of such Notes (including any Class C
C
Deferred Interest and
Deferred Interest and Defaulted
Defaulted Interest
Interest and any interest thereon) in
infull;
vii.
vii. to
to the
the payment
payment to
to the
the Class
Class D
0 Notes ofof the amount necessary to pay accrued and
and unpaid
unpaid
interest
interest on
on and
and the
the outstanding
outstanding principal
principal amount
amount of such Notes (including any Class 0
Class D
Deferred
Deferred Interest
Interest and
and Defaulted
Defaulted Interest
Interest and any
any interest
interest thereon)
thereon) in
in full;
full;

viii.
viii. to
to the
the payment
payment ofof the
the amounts
amounts referred
referred to in
in clause (xiv) of
of the Priority
Priority of
of Payments
Payments for
for
Payment
Payment Dates
Dates that
that are
are not
not Final Payment
Payment Dates;
Dates;

ix.
ix. to
to the
the payment
payment of
of the
the amounts
amounts referred
referred to
to in
in clause
clause (xviii)
(xviii) of
of the
the Priority
Priority of Payments
Payments for
for
Payment
Payment Dates
Dates that
that are
are not
not Final
Final Payment
Payment Dates;
Dates;

x.
x. to
to the
the payment
payment of of the
the amounts
amounts referred
referred to
to in
in subclause
subclause (a)
(a) and
and subclause
subclause (b)(b) of
of clause
clause
(xix)
(xix) of
of the
the Priority
Priority of
of Payments
Payments onon any
any Final
Final Payment
Payment Date
Date that
that is
is the
the Stated
Stated Maturity
Maturity of
of
any
any Notes
Notes (other
(otherthan
than the
the Class
Class S
S Notes);
Notes); and
and

xi.
xi. toto the
the payment
payment of
of the
the amounts
amounts referred
referred to
to in
in clause
clause (xx)
(xx) of
of the
the Priority
Priority of
of Payments
Payments for
for
Payment
Payment Dates
Dateswhich
which are
are not
not Final
Final Payment
Payment Dates
Dates in
in accordance
accordance with
with the
the Fiscal
Fiscal Agency
Agency
Agreement.
Agreement.

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GS MBS-E-02182S444
Footnote Exhibits - Page 5534

payment in
Upon payment
Upon in full of the
full of outstanding Note,
last outstanding
the last Note, the Issuer (or
the Issuer (or the
the Collateral Manager acting
Collateral Manager acting
pursuant to
pursuant to the Management Agreement
Collateral Management
the Collateral Agreement on behalf of
on behalf the Issuer)
of the liquidate any
will liquidate
Issuer) will any remaining
remaining
Collateral Assets, Eligible
Collateral Assets, Investments, the
Eligible Investments, Cashflow Swap
the Cashflow Agreement and
Swap Agreement and any items comprising
other items
any other comprising
the Collateral
the deposit the
and deposit
Collateral and proceeds thereof
the proceeds thereof in the Collection
in the Account. The
Collection Account. The net proceeds of
net proceeds of such
such
liquidation and all available cash
liquidation and all available cash (other
(other than
than the
the U.S.$250
U.S.$250 of
of capital
capital contributed
contributed by
by the
the owners
owners of
of the
the
Issuer Shares in
Ordinary Shares
Issuer Ordinary accordance with
in accordance with the Memorandum and
Issuers Memorandum
the Issuer's Articles of
and Articles Association and
of Association and
U.S.$250 representing a
U.S.$250 representing transaction fee
a transaction fee toto the Issuer (the
the Issuer Property; will
"Excepted Property)
(the "Excepted will be distributed in
be distributed in
accordance with
accordance with the Priority of
the Priority Payments for
of Payments Final Payment
for Final Dates and
Payment Dates and all
all amounts remaining thereafter
amounts remaining thereafter
will be
will paid to
be paid to the Holders of
the Holders ofthe Notes as
Income Notes
the Income as aa redemption whereupon all
payment, whereupon
redemption payment, ofthe
all of Notes and
the Notes and
the Income Notes will be canceled.
the Income Notes will be canceled.

Income Notes
Income Notes

The final
The payment on
final payment will be
Notes will
Income Notes
the Income
on the be made by the
made by Issuer on
the Issuer Stated Maturity
the Stated
on the of the
Maturity of the
Income
Income Notes, unless
unless redeemed
redeemed or
or retired
retired prior
prior thereto
thereto in
in accordance
accordance with
with the
the Priority
Priority of
of Payments.
Payments.

The and the


Indenture and
The Indenture the Fiscal Agency Agreement
Fiscal Agency Agreement

The following summary


The describes certain provisions of the
summary describes and the
Indenture and
the Indenture Fiscal Agency
the Fiscal Agency
The summary
Agreement. The
Agreement. purport to be complete and is
does not purport
summary does and qualified in its
is subject to, and its entirety
reference to, the
by reference of the
provisions of
the provisions the Indenture and the
Indenture and Agency Agreement.
Fiscal Agency
the Fiscal Agreement.

Indenture
Indenture

"Event of
An "Event
Events of Default. An under the Indenture includes:
Default" under
of Default"

i.
i. a default in the payment, when due and payable, of
default in of any Class S
interest on any Class
any interest Note,
S Note,
Class A Note or, if there are no Class S
A Note or Class B Note S Notes, Class Notes or
A Notes
Class A Class B
or Class B
Notes outstanding, any Class C Note Note or, ifif there are no Class S Notes,
no Class Class A
Notes, Class A Notes,
Notes,
Class BB Notes or Class C C Notes outstanding, any Class D and aa continuation of
D Note and of
such default, in case, for a period of 7 days (or, in
in each case, in payment
default in
in the case of a default payment
from an administrative error or omission by the Trustee, any
resulting solely from Note Paying
any Note Paying
Agent or the Note Registrar, such default continues for a period of of 77 days after the
days after the
is made aware of such administrative error or omission);
Trustee is

ii.
ii. prinCipal due on any Note at its
in the payment of principal
a default in Stated Maturity or
its Stated or on any
on any
Redemption Date (or, in in the case of aa default in in payment resulting from an
solely from
resulting solely an
administrative error or omission by the Trustee, any Note Paying Agent Agent or the Note
or the Note
Registrar, such default continues for aa period of 77 days after the Trustee
after the is made
Trustee is aware
made aware
of such administrative error or omission);

iii.
iii. the failure on any Payment Date to disburse amounts (other
any Payment payment of
than inin payment
(other than interest
of interest
on any Note or principal of any Note at at its Stated Maturity date set
Maturity or any date redemption
for redemption
set for
as described in (ii) above) available in
(i) and (ii)
in (I) the Payment
in the Account in
Payment Account excess of
in excess of
U.S.$500 in
U.S.$500 in accordance with the Priority of Payments and continuation of
and aa continuation of such failure
such failure
period of 77 days after
for aa period recognized;
after such failure has been recognized;
iv.
iv. aa circumstance of the Issuers or
either of
circumstance inin which either or any
Collateral or
or the Collateral any portion thereof
portion thereof
becomes
becomes an investment company
company required to
to be registered under
under the
the Investment
Investment
Company
Company Act;
Act; . J .

v.
v. aadefault, which has aa material effect on
material adverse effect on the Holders of the Notes (as
the Notes determined
(as determined
by at
by least 50%
at least 50% inin aggregate amount of the
principal amount
aggregate principal Controlling Class),
the Controlling the
in the
Class), in
performance, or
performance, or breach,
breach, of
of any
any covenant,
covenant, representation,
representation, warranty
warranty or
or other
other agreement
agreement of
of
the Issuers
the the Inde'riture-(it
Issuers ininthe understood that
being und-erstci6d
Indenture (itbeing that aafailure satisfy aaCoverage
to satisfy
failure to Test
Coverage Test
not aa default
is not
is default or breach) or
or breach) in any
or in certificate or
any certificate or writing delivered pursuant to
writing delivered the
to the

75
75

Confidential Treatment Requested


Confidential Treatment by Goldman
Requested by Sachs
Goldman Sachs GS MBS-E-021825445
GS MBS-E-021825445
Footnote Exhibits - Page 5535

Indenture, or
Indenture, orififany warrantyofofthe
representationororwarranty
anyrepresentation madein
Issuersmade
theIssuers Indentureororin
theIndenture
inthe in
any certificate or writing delivered pursuant thereto
any certificate or writing delivered pursuant thereto proves
proves to
tobe
be incorrect
incorrect in
in anymaterial
any material
respectwhen
respect made, and
when made, the continuation
and the such default
continuation ofofsuch breachfor
or breach
default or period ofof 30
for aaperiod 30
daysafter
days afternotice thereofshall
noticethereof havebeen
shallhave giventotothe
beengiven andthe
Issuersand
theIssuers Collateral Manager
theCollateral Manager
bythe
by Trustee or
theTrustee ortotothe Issuers,the
the Issuers, Managerand
CollateralManager
theCollateral and the Trustee by
theTrustee theHolders
bythe Holders
50%in
least50%
ofofatatleast AggregateOutstanding
inAggregate Amountof
OutstandingAmount ofthe Class; and
ContrOllingClass;
theControlling and

vi.
vi. certain events
certain of bankruptcy,
events of insolvency, receivership
bankruptcy, insolvency, or reorganization
receivership or of the
either of
reorganization ofofeither the
Issuers.
Issuers.
IfIfan
an Event of Default
Event of occurand
should occur
Default should and be continuing, the
be continuing, the Trustee may, with
Trustee may, consent of
the consent
with the ofthe
the
Holders of at least a Majority of
Holders of at least a Majority of the
the Controlling
Controlling Class,
Class, and
and will
will at
atthe
the direction
direction of
of the
the Holders
Holders of
of at
at least
least aa
Majority of
Majority ofthe
the Controlling declare the
Class, declare
Controlling Class, principal of
the principal accrued and
and accrued
of and intereston
unpaid interest
and unpaid on all Notesto
all Notes to
be immediately
be immediately due due and (except that
payable (except
and payable in the
that in case of
the case of an Event of
an Event described in
Default described
of Default clause (vi)
in clause (vi)
above,
above, such
such an
an acceleration
acceleration will
will occur
occur automatically
automatically and
and shall
shall not
not require
require any
any action
action by
by the
the Trustee
Trustee or
or
any Noteholder).
any Noteholder). .

IfIf an Event of
an Event of Default occur and
should occur
Default should and be continuing, the
be continuing, Trustee is
the Trustee required to
is required retain the
to retain the
Collateral intact and collect all payments
Collateral intact and collect all payments in
in respect
respect of
of the
the Collateral
Collateral and
and continue
continue making
making payments
payments in the
in the
manner described under
manner described Priority of
under Priority Payments'unless
of Payments unless (a)(a) the Trustee determines
the Trustee determination will
(which determination
determines (which will
be based
be based upon upon a a certificate from the
certificate from the Collateral Manager) that
Collateral Manager) that the proceeds of
anticipated proceeds
the anticipated of a sale or
a sale or
liquidation
liquidation of of the
the Collateral
Collateral based
based on
on an
an estimate
estimate obtained from
from a
a nationally
nationally recognized
recognized investment
investment
banking firm
banking (which estimate takes into
firm (which account the time
into account time elapsed between between such estimate and
such estimate and the the
anticipated sale of the Collateral)
anticipated sale of the Collateral) would
would equal the amount
amount necessary
necessary to pay
pay in
in full (after
(after deducting
deducting the
the
reasonable expenses
reasonable expenses of such sale
of such sale oror liquidation) the sum sum of (i) (i) the (including any
the principal (including Class C
any Class C
Deferred Interest and Class D Deferred
Deferred Interest and Class 0 Deferred Interest) and
and accrued interest (including all
all Defaulted
Defaulted Interest,
Interest,
and interest
and interest thereon)
thereon) and and any other amounts amounts due with respect to to all the outstanding Notes; Notes; (ii) (ii) all
all
Administrative Expenses;
Administrative (iii) all
Expenses; (iii) amounts payable by the Issuer to the Synthetic Security
all amounts Counterparty or
Security Counterparty or
an assignee of a Synthetic
an assignee of a Synthetic Security Security (other
(other than Defaulted Synthetic
Synthetic Security Termination
Termination Payments)
Payments) net
net
of all
of all amounts
amounts payable Issuer by any Synthetic Security Counterparty or
payable to the Issuer or an assignee of
an assignee of aa Synthetic
Synthetic
Security; (iv)all amounts payable
Security; (iv) all amounts payable by the Issuer to the Cashflow Swap
Swap Counterparty
Counterparty (other
(other than
than Defaulted
Defaulted
Cashflow
Cashflow Swap Termination Payments) net of all amounts payable to the Issuer
Swap Termination Issuer by by any Cashflow Swap
any Cashflow Swap
Counterparty; (v)accrued and
Counterparty; (v) accrued and unpaid Deferred Structuring Expenses; (vi) accrued
accrued and
and unpaid
unpaid Collateral
Collateral
Management
Management Fees, including any Cumulative Deferred
Fees, including Deferred Management Fees; and (vii)
Fees; and items in
other items
all other
(vii) all the
in the
Priority of Payments ranking prior to payments
Priority of Payments ranking prior to payments on the Notes, and, in
in any case,
case, the
the Holders
Holders of
of aa Majority
Majority of
of
the ContrOlling
the Controlling Class Class agree
agree with
with such determination or (b)
(b) the Holders
Holders of
of at
at least
least 66-2/3%
66-2/3% of
of the
the
Aggregate
Aggregate Outstanding
Outstanding AmountAmount of of the Controlling Class and any Cashflow Counterparty (other
Cashflow Swap Counterparty (other thanthan
any Cashflow Swap Counterparty
any Cashflow Swap Counterparty which will be paid
paid in
in full
full the
the amounts
amounts due
due to
to it,
it, including
including in
in any
any
applicable
applicable termination payments other than
termination payments Cashflow Swap
Defaulted Cashflow
than Defaulted Payments at
Termination Payments
Swap Termination time
the time
at the
of
of distribution
distribution of of the proceeds of
the proceeds of any liquidation of
any sale or liquidation the Collateral)
of the subject to
direct, subject
Collateral) direct, to the provisions
the provisions
of the Indenture,
of the Indenture, the
the sale
sale and
and liquidation
liquidation of
of the
the Collateral.
Collateral.

The Holders of
The Holders Majority of
of aaMajority the Controlling
of the Class will
Controlling Class the right
have the
will have to direct
right to the Trustee
direct the writing
Trustee ininwriting
In
Inthe
the conduct
conduct of of any .proceedingsor
any·proceedings the sale
or ininthe of any
sale of all of
or all
any or Collateral, but
the Collateral,
of the only ifif(i)·
but only (i)such direction
such direction
will
will not
not conflict
conflictwith rule of
any rule
with any law or
of law (including the
Indenture (including
the Indenture
or the the limitations described ininthe
limitations described paragraph
the paragraph
above)
above) and
and (ii)
(ii)the
the Trustee
Trustee determines
determines that such
thafsuch action
action will
will not
not involve
involve it
it in
in liability
liability (unless
(unless the
the Trustee
Trustee has
has
received
received anan indemnity
indemnity which acceptable toto the
reasonably acceptable
which isisreasonably against any
Trustee against
the Trustee liability).
such liability).
any such

Subjecttotothe
Subject the prOVisions
provisions ofofthe Indenture relating
the Indenture the duties
relating toto the ofthe
duties of case an
Trustee, inincase
the Trustee, Event of
an Event of
Default with respect to the Notes occurs
Default with respect to the Notes occurs and
and is
is continuing,
continuing, the
the Trustee
Trustee is
is under
under no
no obligation
obligation to
to exercise
exercise
any
any of
of the
the rights
rights or
or powers under the
powers under Indenture atat the
the Indenture request ofof any
the request Holders of
any Holders Notes, unless
of Notes, such
unless such
Holders have offered to the Trustee reasonable security or an
Holders have offered to the Trustee reasonable security or an indemnity
indemnity which
which is
is reasonably
reasonably acceptable
acceptable
to
tothe
the Trustee.
Trustee. The Holdersof
The Holders Majority ofofthe
of aaMajority Controlling Class
the Controlling Class may waive any
may waive defaultwith
any default respect toto
with respect
the
the Notes,
Notes, except
except (a) default inintj1Eu?ayment
(a)aadefault interest on
principal oror interest
the payment ofof principal on any Note; (b)
any Note; failure on
(b)failure any
on any
Payment Date to disburse amounts available in
Payment Date to disburse amounts available in the
the Payment
Payment Account
Account in
in accordance
accordance with
with the
the Priority
Priority of
of
Payments
Payments andand continuation
continuation of
of such
such failure
failure for
for a a period
period of
of five
five days;
days; (c)
(c) certain
certain events
events of
of bankruptcy
bankruptcy or
or

76
76

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Confidential Treatment byGoldman
Requested by
Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825446
GS MBS-E-021825446
Footnote Exhibits - Page 5536

insolvency with
insolvency with respect
respect to
to the
the Issuers;
Issuers; or
or (d)
(d)aa default
default in
in respect
respect of
of aa provision
provision of
of the Indenture that
cannot be modified
cannot modified or
or amended
amended without the the waiver
waiver or consent
consent of
of Holder of each outstanding NoteNote
adversely affected thereby. .

Furthermore, any declaration


Furthermore, declaration ofof acceleration
acceleration of
of maturity
maturity of
of the Notes maymay bebe revoked
revoked and
annulled by the Holders of aa MajorityMajority of the Controlling Class before aa judgment or decree for the
payment of
payment of money
money has has been
been obtained
obtained byby the Trustee
Trustee or the Collateral has been sold or or foreclosed inin
whole or in
whole in part,
part, by notice to the Issuers,
Issuers, the Trustee and anyany Cashflow Swap Counterparty,
Counterparty, if (a)(a)the
Issuer has paid
Issuer paid or deposited with the Trustee
Trustee aa sum sufficient to pay, inin accordance with
with the Priority of
of
Payments, the
Payments, the principal
principal and accrued interest (including all Defaulted Interest
Interest and
and the
the interest thereon),
discount or other unpaid
discount unpaid amounts with respect
respect to the outstanding Notes
Notes and any other administrative
administrative
'expenses, fees or or.other amounts that, under the Transaction Documents and pursuant to the Priority of
other amounts of
Payments, are
Payments, are payable prior to the payment of the principal of and interest
interest on the outstanding Notes, and
(b)the
(b) the Trustee
Trustee has
has determined
determined that all Events of Default,
Default, other than the non-payment
non-payment of the interest
interest on or
or
principal of
'principal of the
the outstanding
outstanding Notes that have become due solely by such acceleration,
acceleration, have
have been cured
and the
and the Holders
Holders ofof aa Majority
Majority of the Controlling Class by by notice
notice to the Trustee
Trustee have
have agreed with such such
determination (which
determination (which agreement
agreement shall
shall not be
be unreasonably withheld) or or waived such Event
Event ofof Default in
in
accordance with
accordance with the
the provisions
provisions set forth in
inthe Indenture.
Only the
Only the Trustee
Trustee may pursue the remedies available under the Indenture and the Notes and no no
Holder of
Holder of aa Note
Note will
will have
have the right to institute any proceeding with respect to the Indenture, its Note or or
otherwise unless
otherwise unless (i)(i) such
such Holder previously has given to the Trustee written notice of aa continuing Event
of Default;
of Default; (ii) except in
(i~ except in the case of aa default in
inthe payment of principal or interest, the Holders of at least
25%, by
25%, by Aggregate Outstanding Amount, of the Controlling Class have made aa written request upon the
Trustee to
Trustee to institute
institute such
such proceedings
proceedings in in its own name as Trustee and such Holders have offered the
Trustee an.
Trustee an indemnity
indemnity which
which isis reasonably acceptable to the Trustee; (iii)(iii) the Trustee has for 30 days
failed to
failed to institute
institute any
any such proceeding; and (iv) (iv)no direction inconsistent with such written request has
been given to
been to the
the Trustee
Trustee during such 3D-day
30-day period by the Holders of aa Majority of the Controlling Class.
Indetermining whether the Holders of the requisite percentage of Notes have given any direction,
In
notice or
notice or consent,
consent, Notes owned by the Issuer, the Co-Issuer or any affiliate thereof shall be disregarded
and deemed not to to be
be outstanding. hi
In addition, Holders of Income Notes will not be considered to be
be
affiliates
affiliates of the Issuer or Co-Issuer by virtue of such ownership of Income Notes.

Notices. Notices
Notices. Notices to
to the Holders of the Notes shall be given by first-class mail, postage prepaid, to
each Noteholder
Noteholder at the address appearing in in the applicable note register. In
In addition, for so long as any
any
of the Notes are listed on any stock exchange and so long as the rules of such exchange so require,
notices to the
the Holders
Holders of such
such Notes shall also be published by the Listing and Paying Agent in in the official
list thereof.
list thereof.
Modification of the Indenture. Except as provided below, with the consent of the Holders of a a
Majority, by
by Aggregate
Aggregate Outstanding
Outstanding Amount, of the Notes materially adversely affected thereby, voting
together as a single
single class, and aa Majority of the Income
Income Notes materially and adversely affected thereby,
the Trustee and the
Trustee and the Issuers, with respect to the Notes, may execute a supplemental Indenture Indenture to add
add
provisions to, or change
change inin any manner or eliminate any provisions of, the Indenture
Indenture or modify in
in any
manner the rights of the Holders of the Notes of such Class or the Income Notes; provided that the Rating Rating
Agency Condition would be satisfied after after such addition, change or elimination. The Trustee may,
consistent with the written advice of legal counsel or an officer's
counselor officer's certificate, at the expense of the Issuer,
determine whether or
determine or not
not the Holders
Holders of the
the Notes or Income
Income Notes would be materially and adversely
affected by
affected by such change. Such determination
determination shall be conclusive and binding on all present and future
Holders. .

Without the consent of the Holders of each adversely affected Note and each adversely affected
affected
Income
Income Note, and unless the Rating Agency Condition is is satisfied, no supplemental indenture may be be
entered into which would (i)
entered (i) change the Stated
Stated Maturity
Maturity of the principal of or the due date
date of any
any
installment of interest or
or discount on aa Note; reduce the principal amount thereof or the rate of interest
interest
thereon, or the applicable Redemption
Redemption Price with respect thereto; change the earliest date on which a a

n
77

Treatment Requested by Goldman


Confidential Treatment
Confidential Goldman Sachs
Sachs GS MBS-E-021825447
GS MBS-E-02182S447
Footnote Exhibits - Page 5537

Note may be redeemed; change the provisions of the Indenture relating to the application of proceeds of
any Collateral to the payment of principal of or interest or discount on Notes or change any place where,
or the coin or currency in in which, Notes or the principal thereof or interest or discount thereon are payable;
or impair the right to institute suit for the enforcement
enforcement of any such payment on or after the Stated Maturity Maturity
thereof (or, in
thereof in the case of redemption, on or after the Redemption Date); Date); (ii)
(ii)reduce the percentage in in
aggregate principal amount of Holders of the Notes of each Class and Holders of the Income Notes
whose consent is is required for the authorization of any supplemental indenture or for any waiver of of
compliance with certain provisions of the IndentureIndenture or certain defaults thereunder or their consequences;
(iii)
(iii) impair or adversely affect the Collateral except as otherwise permitted by the Indenture; (iv) permit the
creation of any security interest ranking prior to or on aa parity with the security interest created by the
Indenture with respect to any part of the Collateral (it
Indenture (it being understood that the addition of the Cashflow
Cashflow
Swap Counterparty
Counterparty having the benefit of the Indenture pursuant to its terms does not require consent consent
under this clause) or terminate such security interest on any property at any time subject thereto or or
deprive the Holder of any Note, the Trustee or any. other Secured Party of the security afforded by the
Indenture; (v)(v) reduce the percentage of Holders of the Notes of each Class whose consent is is required to
request the Trustee to preserve the Collateral or rescind the Trustee's election to preserve the Collateral
or to sell or liquidate the Collateral pursuant to the Indenture; (vi) modify any of the provisions of the
Indenture with respect to supplemental indentures, except to increase the percentage of outstanding
Notes whose Holders' consent is is required for any such action or to provide that other provisions of the the'
Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note
adversely affected thereby; (vii) modify the definition of the term "Outstanding"
"Outstanding" or the Priority of Payments
set forth in
in the Indenture; (viii) modify any of the provisions of the IndentureIndenture in
insuch a manner as to affect
the calculation of the amount of any payment of interest or discount on or principal of any Note or modify .
any amount distributable to the Fiscal Agent for payment to the Holders of the Income Notes on any any
Payment Date or to affect the right of the Holders of the Notes or the Trustee to the benefit of any any
provisions for the redemption of such Notes contained therein; (ix) (ix)amend any provision of the Indenture
or any other agreement
agreement entered into by the Issuer with respect to the transactions contemplated by the
Indenture relating to the institution of proceedings for the Issuer or the Co-Issuer to be adjudicated as
Indenture as
bankrupt or insolvent, or the consent of the Issuer or the Co-Issuer to the institution of bankruptcy or or
insolvency proceedings against it, it, or the filing with respect to the Issuer or the Co-Issuer of aa petition or or
answer or consent seeking reorganization, arrangement, moratorium moratorium or liquidation proceedings, or other
proceedings under the United States Bankruptcy Code or any similar laws, or the consent of the Issuer or or
the Co-Issuer to the filing of any such petition or the appointment appointment of a receiver, liquidator,
liquidator, assignee,
trustee or sequestrator (or other similar official) of the Issuer or the Co-Issuer or any substantial part of its its
property, respectively; (x) (x)increase the amount of. the Collateral Management Management Fees payable to the
Collateral Manager beyond the amount provided for in in the original Collateral Management
Management Agreement;
(xi) amend any provision of the Indenture or any other agreement entered into by the Issuer with respect
to the transactions contemplated thereby that provides that the obligations of the Issuers or the Issuer, as as
the case may be, are limited recourse obligations of the Issuers or the Issuer, respectively, payable solely
from the Collateral in
from in accordance with the terms of the Indenture; (xii) at the time of execution of such
supplemental indenture,
indenture, cause
cause the
the Issuer,
Issuer, any Cashflow Swap Counterparty, the Collateral Manager or or
any Paying Agents to become subject to withholding or other taxes, fees or assessments or cause the
Issuer to be treated as engaged in in a United States trade or business or otherwise be subject to United United
States federal, state or local income tax on aa net income basis; or (xiii) at the time of execution of such
supplemental indenture, result in in a deemed
deemed sale or exchange of any of the Notes under Section 1001 of of
the Code (items (i) (0 through (xiii) above collectively,
collectively, the "Reserved Matters").
Matters'1.

Except as provided above, the Issuers and the Trustee may also enter into one or more
supplemental indentures, without obtaining the consent of Holders of the Notes or the Income Notes but
with satisfaction of the Rating Agency Condition, (i)
with (i)if such supplemental indentures would have no no
material adverse effect on any of the Noteholders (as evidenced by an officer's
officers certificate delivered by the
Issuer, or the Collateral Manager on behalf of the Issuer, to the Trustee)
Trustee) or (ii)
(ii) for any of the following
purposes: (a)(a)to evidence the succession of any person to either the Issuer or Co-Issuer and the the
assumption by any such successor of
assumption of the
t~e covenants
co~enants of the Issuer or Co-Issuer in in the Notes, the Fiscal
Agency Agreement and the Indenture; (b) (b)to add to the covenants of the Issuers or the Trustee for the
benefit of the Holders of the Notes or the Income Notes or to surrender any
any.right
.right or power conferred upon

78
78

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Treatment Requested MBS-E-021825448
GS MBS-E-021825448
Footnote Exhibits - Page 5538

the Issuers;
the Issuers; (c) (c)to convey,
convey, transfer,assign,
transfer, assign, mortgage
mortgage or or pledge
pledge any property to to the Trustee, oror add
add to the
the
conditions, limitations
conditions, limitations or restrictions
restrictions on on the
the authorized
authorized amount,
amount, terms
terms and
and purposes
purposes of the the issue,
issue,
authentication and
authentication and delivery of the Notes Notes or or the Income
Income Notes; (d) (d)to
to evidence
evidence and provide
provide for the
acceptance of appointment by aa successor successor trustee and and to add to or change any any of the
the provisions of the
Indenture as
Indenture as shall
shall bebe necessary
necessary to to facilitate the administration of of the trusts under thethe Indenture by by more
than one
than one Trustee;
Trustee; (e) (e)to to correct
correct or amplify the description of any any property at any time subject to the
security interest
security interest created
created by by thethe Indenture,
Indenture, or to better assure, convey, convey, and confirm unto the Trustee any
property subject
property subject or or required
required to be subject to the security security interest
interest created by the Indenture (including,
(including,
without limitation,
limitation, any any and and allall actions
actions necessary
necessary or desirable as aa result of changes in in law or
or regulations)
regulations)
or subject
or subject to to the
the security
security interest
interest created
created by the Indenture
Indenture anyany additional property; (f) (f)to otherwise correct
any inconsistency
any inconsistency or or cure
cure any any ambiguity
ambiguity or manifest error or correct correct or supplement any any provisions
contained herein
contained herein whichwhich may may be be defective
defective or inconsistent
inconsistent with any provision contained herein or make make any
modification that
modification that isis ofof aa formal,
formal, minor or or technical nature
nature or which isis made
made to correct aa manifest
manifest error;
to take any
(g)to
(g) any action
action necessary or advisable to prevent prevent the Issuer, the Trustee or any Paying Paying Agents
from becoming
from becoming subject subject to withholding or other taxes, fees or assessments or or to prevent the Issuer from
being treated as
being treated as engaged
engaged in in aa United
United States trade or business or or otherwise being subject to United States
federal, state
federal, state or or local
local income
income tax tax on
on aa net
net income
income basis;
basis; (h)
(h)to
to conform the the Indenture
Indenture to the descriptions
thereof in in the
the final
final Offering Circular;Circular, (i)
(i) to comply with any reasonable requests made by any stock
exchange ininorder
exchange order to to list
list or
or maintain the listing of any Notes or Income Notes on such stock exchange; 0) (j)
to reflect
reflect thethe terms
terms of of anan Optional
Optional Redemption by RefinancingRefinancing (including the grant of aa security interest in in
the Collateral); or
the· Collateral); or (k)
(k) to to enter
enter into any additional agreements
agreements not expressly prohibited by any of the
Indenture or
Indenture or the
the other
other Transaction
Transaction Documents, as well as any amendment, modification or waiver ifif the
Issuer determines
Issuer determines that that entering
entering intointo such an agreement
agreement or such amendment, modification or waiver
thereof would not, upon or after becoming effective, materially and adversely affect the rights rights or interests
of Holders
of Holders of of any
any Class
Class of of Notes
Notes or Income Notes. The Issuers Issuers and the Trustee shall not enter into any
supplemental indenture,
supplemental indenture, amendment
amendment or modification of the Indenture which would require the consent of of
any of
any of the Holders
Holders of of the NotesNotes or or Income Notes, any Cashflow Swap Counterparty or any Synthetic
Security Counterparty
Security Counterparty due to an an adverse effect or aa material adverse effect, as applicable, on such
person as aa result of such supplemental indenture, amendment
person amendment or modification without any such person's
consent (except
consent (except as as provided below) below) ifif any such person could be reasonably determined to be adversely
affected or materially adversely affected, as applicable, by any supplemental indenture, amendment or or
modification to
. modification to this
this Indenture. The Issuer may give at least five (5) (5) Business Days' prior notice of any
such supplemental
such supplemental indenture,indenture, amendment
amendment or modification which could reasonably be determined to give
rise to
rise an adverse effect or
to an or a material
material adverse effecteffect to the Holders of the Notes and of the Income Notes,
the Cashflow
the Cashflow Swap Swap Counterparty
Counterparty and the Synthetic Security Counterparty. All Classes and
counterparties that fail to respond
counterparties respond to to any such notice on or before the retum date indicated on such notice
shall be
shall be deemed
deemed to to bebe notnot adversely affected
affected or materially adversely affected by such change and the
Issuers,
Issuers, the TrusteeTrustee and any any opinion of of counsel
counsel may rely on the results of any such notice or on aa
certificate from the
certificate the Issuer
Issuer or the the Collateral Manager. The Trustee may require the delivery of an opinion
of counselor
of counsel or an an officer's certificate delivered by the Issuer (or the Collateral Manager on behalf of the
Issuer) to to the Trustee,
Trustee, reasonably satisfactory to it, it, at the expense of the Issuer, that the execution of of
such amendment
amendment or modification modification is is authorized or permitted
permitted under the terms of the Indenture. Such
determination shall
determination shall be conclusive
conclusive and binding on all present and future Holders of Notes or Income Income
Notes, any Synthetic Security Counterparty, the Collateral Manager and any Cashflow Swap
Counterparty.
Counterparty.

Notwithstanding
Notwithstanding anything to the contrary herein,(i)
herein, (i) the Issuer will not consent to enter
enter into any
any
supplemental indenture
indenture or
or any supplement or amendment to any other document related thereto thereto unless
and until the
the Collateral Manager
Manager has received written notice of such proposed amendment
amendment or supplement
supplement
and has consented in in writing thereto and has received a
a final copy thereof from the Issuer or the Trustee
and, ifif any such supplement or amendment
amendment could reasonably be expected to have a material
material adverse
effect on any Synthetic Security
Security Counterparty, such Synthetic Security Counterparty
Counterparty has received written
notice of such amendment
amendment or supplement
supplement and
and has
has consented
consented thereto inin writing (which
(which consent shall not
not
be unreasonably
unreasonably withheld) and (ii)-no
(iQ-no amendment
amendment to the Indenture will be effective until the consent of of
each Cashflow Swap Counterparty
Counterparty (which shall not be unreasonably withheld) has been obtained
obtained to the
extent required under
under the Cashflow
Cashflow Swap Agreement. .

79
79

Goldman Sachs
Treatment Requested by Goldman
Confidential Treatment Sachs GS MBS-E-021825449
GS MBS-E-021825449
Footnote Exhibits - Page 5539

Under the Indenture, the Trustee will, for so long as any of the Securities are outstanding and
rated by the Rating Agencies, deliver a a copy of any proposed supplemental indenture (whether or not
required to be approved by the Holders of any Notes or Income Notes) to the Rating Agencies, each
Cashflow Swap Counterparty Counterparty not later than 20 Business Days
Counterparty and each Synthetic Security Counterparty
prior to the execution of such proposed supplemental indenture, and no such supplemental indenture
shall be entered into unless the Rating Agency Condition is is met; provided that the Trustee shall, with the
consent of the Holders of 100% Aggregate Outstanding Amount of Notes of each
100% of the Aggregate eaph Class and
Counterparty and each Cashflow
Security. Counterparty
Income Notes, each Synthetic Security" Swap Counterparty, enter into
Cashflow SWap
any such supplemental indenture notwithstanding any potential reduction or withdrawal of the ratings of of
any outstanding Class of Notes. In Inaddition, the Trustee will deliver aa copy of any proposed supplemental
indenture with respect to which a a determination must be made pursuant to the terms of the Indenture as as
to whether the Controlling Class would be materially adversely affected thereby to the Controlling Class
(5) Business Days prior to the execution of such proposed supplemental indenture (or
not later than five (5) (or
Majority of the
such shorter period prior to the execution of such proposed supplemental indenture as a Majority the
Controlling Class shall consent to, or otherwise agree isis sufficient). The Trustee must provide notice of
any amendment or modification of the Indenture (whether or not required to be approved by the Holders
Income Notes) to the Holders of the Notes and Income Notes, each Cashflow
of any Notes or Income Cashflow Swap
Counterparty and, for so long as any Notes or Income Notes are
Counterparty, each Synthetic Security Counterparty
listed on any stock exchange, the Listing and Paying Agent, promptly upon the execution of such
supplemental indenture.

In connection with any amendment, the Trustee may require the delivery of an opinion of counsel
In
it, at the expense of the Issuer, that such amendment
satisfactory to it, is permitted under the terms of the
amendment is
Indenture.

incorporation and Formation. Under the Indenture, the Issuer and the Co-Issuer
Jurisdictions of Incorporation Co-Issuer
will be required to maintain their rights and franchises as a a company incorporated under the laws of the
Cayman Islands and aa corporation formed under laws of the State of Delaware, respectively, to comply comply
with the provisions of their respective organizational documents and to obtain and preserve their
qualification to do business as foreign corporations in in each jurisdiction in or
in which such qualifications are or
shall be necessary to protect the validation and enforceability of the Indenture, the Notes or any of the
however, that the Issuers shall be entitled to change their jurisdictions of
provided, however,
Collateral; provided,
incorporation from the Cayman Islands or Delaware, as applicable, to any other jurisdiction reasonably reasonably
selected by such Issuer or Co-Issuer, as applicable,
applicable, and approved by its common shareholders, so long
as (Q(i)the Issuer or Co-Issuer, as applicable, does not believe such change is is disadvantageous in in any
material respect to such entity, the Holders of any Class of Notes, the Cashflow Swap CounterpartyCounterparty oror
any Synthetic Security Counterparty; (ii)written notice of such change shall have been given by the Issuer
Counterparty; (ii)
or Co-Issuer, as applicable to the other of the Issuer or Co-Issuer, as applicable, the Trustee, the the" Agents,
the Collateral Manager, the Cashflow Swap Counterparty, each Synthetic Security Counterparty, the the
Holders of each Class of Notes and each of the Rating Agencies at least thirty (30) Business Days prior to
(iii) on or prior to the 25th Business Day following such notice the Trustee
such change of jurisdiction; and (iii)
shall not have received written notice from Holders of aa Majority of the Controlling Class, the Collateral
Manager, the Cashflow SWap Swap Counterparty, any Synthetic Security Counterparty
Counterparty or, so long as any Notes
or Income Notes are listed thereon, any stock exchange objecting to such change.
Petitions for Bankruptcy. The Indenture will provide that no Secured Party may, prior to the date
which is
is one year and one day (or, if longer, the applicable preference period then in in effect) after the
payment in in instituting against, the Issuer
infull of all Securities, institute against, or join any other person in
moratorium, liquidation or similar proceedings
or Co-Issuer any bankruptcy, reorganization, arrangement, moratorium, proceedings
under the laws of any jurisdiction.

Satisfaction and Discharge of the Indenture. The Indenture


Indenture will be discharged with respect to the
Collateral securing the Notes upon delivery to the Note Paying Agent for cancellation all of the Notes, or,
within certain limitations (including the obligation to pay principal and interest), upon deposit with the
"'{itJ:!in .certain
Trustee of funds sufficient for the payment or redemption thereof and the payment by the Issuers of all
other amounts due under the Indenture.

80
80

Confidential Treatment Requested by Goldman Sachs GS MBS-E-02182S4S0


MBS-E-021825450
Footnote Exhibits - Page 5540

Trustee. The
Trustee. Bank of
The Bank York will
New York
of New will be the Trustee
be the under the Indenture.
Trustee under The Issuers
Indenture. The and their
Issuers and their
affiliates may maintain other
may maintain banking relationships in
other banking in the course of
ordinary course
the ordinary the Trustee.
with the
of business with Trustee.
The payment of the
The payment expenses of the
and expenses
the fees and the Trustee relating to
Trustee relating Notes is
to the Notes obligation of
the obligation
is solely the of the
the
Issuers. The Trustee
Issuers. and/or its
Trustee and/or affiliates may
its affiliates compensation in
receive compensation
may receive connection with the Trustee's
in connection Trustee's
trust assets
investment of trust
investment Investments as
Eligible Investments
assets in certain Eligible as provided in the Indenture
in the and in
Indenture and in connection
the Trustee's
with the administration of any
Trustee's administration lending activities of
any securities lending of the
the Issuer.

The Indenture contains provisions for


The Indenture for the indemnification Trustee for
indemnification of the Trustee any loss, liability or
for any or
expense incurred
expense without negligence, willful misconduct or
incurred without or bad arising out
on its part, arising
bad faith on or in
of or
out of in
connection with
connection the acceptance or
with the administration of
or administration Trustee will not be
the Indenture. The Trustee
of the bound to
be bound to take
indemnified for such action. The
action unless indemnified
any action Noteholders shall
The Noteholders together. have
shall together. the power,
have the
exercisable by by a Majority Class,· to remove the Trustee as
Controlling Class,
Majority of the Controlling as set forth in
set forth the Indenture.
in the Indenture.
removal of
The removal
The of the Trustee effective date of
not become effective until the later of the effective
Trustee shall not of the
the .
appointment of a successor trustee and the
appointment appointment by a successor trustee. If the
acceptance of appointment
the acceptance the
Trustee is
Trustee removed without cause, costs and expenses of the Trustee incurred in
is removed in connection with
with the
the
transfer to
transfer the successor Trustee
to the successor Trustee or the Issuer.
the successor
Trustee shall be paid by the

Bank of New York will be the Note Paying Agent, the Note Registrar, the
Agents. The Bank Note
the Note
Calculation Agent and the Note Transfer Agent under
Calculation New York will also be
Indenture. The Bank of New
under the Indenture. be
the Collateral Administrator
the Collateral Administration Agreement. The
Administrator pursuant to the Collateral Administration Issuers and
The Issuers and their
their
may maintain other
affiliates may in the ordinary course of business with The Bank of
other banking relationships in of
New York. The payment the· fees and expenses of
payment of the Bank of New
of The Bank relating to the Notes is
New York relating is
the indemnification
solely the obligation of the Issuers. The Indenture contains provisions for the of The Bank
indemnification of Bank
default
misconduct, default
of New York for any loss, liability or expense incurred without gross negligence, willful misconduct,
or bad faith on its part arising out of or in administration of
in connection with the acceptance or administration of the
the
Indenture.
Indenture.

Listing and Paying Agent. For so long as any of the Notes or the Income Notes are listed on
Income Notes on any
any
stock exchange and the rules of such exchange shall so require, the Issuers will have have a Listing and
Listing and
Paying Agent and aa paying agent (which shall be the "Listing and Paying Agent") for the Securities. The
the Securities. The
Issuers and their affiliates may maintain other relationships in course of business with the
in the ordinary course the
Listing and Paying Agent. The payment of the fees and expenses expenses of of the Paying Agent
Listing and Paying
the Listing Agent
is solely the obligation of the Issuers. The Indenture
relating to the Securities is Indenture contains provisions for
contains provisions the
for the
indemnification of the Listing and Paying Agent for any loss, liability or without
or expense incurred without
arising out
parts arising
negligence, willful misconduct or bad faith on their respective parts of or
out of in connection
or in with the
connection with the
acceptance or administration of the Indenture.

Notes. The Holders of the Income Notes will have


Status of the Income Notes. certain rights
have certain to vote
rights to vote with
respect -to
respect. to limited matters arising under Management Agreement
Indenture and the Collateral Management
Under the Indenture Agreement
in connection
including, without limitation, in to the Indenture.
modifications to
connection with certain modifications However, the
Indenture. However, the
in connection
right to vote in
Notes will have no right
Holders of the Income Notes connection with the of the
the realization of the Collateral
Collateral
or certain other matters under the Indenture.

Transfer of Assets.
Consolidation, Merger or Transfer
Consolidation, the limited
under the
Except under
Assets. Except circumstances set
limited circumstances set forth
forth inin
merge into,
be permitted to consolidate with, merge
Issuer will not be
the Indenture, the Issuer or transfer
into, or transfer or convey all
or convey all or
or
substantially all of its assets to, trust or
partnership, trust
to, any other corporation, partnership, or other person or
other person or other entity.
other entity.
Except underunder the limited circumstances set forth in in the
the Indenture, Co-Issuer will
the Co-Issuer
Indenture, the not be
will not be permitted
permitted to to
consolidate with, merge into, or convey all or substantially
or transfer or convey all of
substantially all its assets
of its to, any
assets to, other limited
any other limited
liability company,
liability other person or
company, corporation, partnership, trust or other entity.
or entity.

Fiscal Agency
Fiscal Agreement
Agency Agreement
.. to the
Pursuant to
Pursuant the Fiscal the Fiscal
Fiscal Agency Agreement, the Fiscal Agent will perform various fiscal
perform various fiscal services on
services on
Holders of
behalf of the Holders
. behalf of the Income The payment of
Notes. The
Income Notes. of the
the fees of the
and expenses of
fees and the Fiscal Agent isis
Fiscal Agent
solely the obligation of
solely of the Issuer. The Fiscal
Issuer. The Fiscal Agency contains provisions
Agreement contains
Agency Agreement the
for the
provisions for

81
81

Treatment Requested
Confidential Treatment
Confidential by Goldman
Requested by Sachs
Goldman Sachs MBS-E-021825451
GS MBS-E-021825451
GS
Footnote Exhibits - Page 5541

indemnification of the
indemnification of Fiscal Agent
the Fiscal for any
Agent for loss, liability
any loss, or expense
liability or incurred without
expense incurred gross negligence,
without gross negligence,
misconduct or
willful misconduct
willful or bad on its
faith on
bad faith arising out
part, arising
its part, or in
of or
out of in connection with the
connection with acceptance or
the acceptance or
administration of
administration ofthe Agency Agreement.
FiscalAgency
the Fiscal Agreement.

Law of
Governing Law
Governing the Indenture,
of the the Notes,
Indenture, the the Fiscal
Notes, the Agency Agreement,
Fiscal Agency Cashflow Swap
the Cashflow
Agreement, the Swap
Agreement, the Synthetic
Agreement, the the Deed
Securities, the
Synthetic Securities, of Covenant,
Deed of the Income
Covenant, the the Collateral
Notes, the
Income Notes, Collateral
Management Agreement and
Management Agreement the Collateral
and the Administration Agreement
Collateral Administration Agreement

The Indenture, the


The Indenture, the Cashflow
Notes, the
the Notes, Agreement, the
Swap Agreement,
Cashflow Swap Management Agreement
Collateral Management
the Collateral Agreement
and the Collateral Administration
and the Collateral Administration Agreement
Agreement will
will be
be govemed
governed by,
by, and
and construed
construed in with. the
accordance with,
in accordance the
laws of
laws the State
of the New York
of New
State of applicable to
York applicable agreements made
to agreements made and and to
to be performed therein
be performed without regard
therein without regard
to conflict of
the conflict
to the of laws principles thereof.
laws principles Under the
thereof. Under Indenture, the
the Indenture, Fiscal Agency
the Fiscal Agreement, the
Agency Agreement, the
Cashflow Swap
Cashflow Agreement, the
Swap Agreement, the Collateral Agreement and
Management Agreement
Collateral Management Collateral Administration
the Collateral
and the Administration
Agreement the
Agreement the Issuers, as submitted irrevocably to
have submitted
as applicable, have the non-exclusive jurisdiction
to the of the
jurisdiction of the
courts of the State of
courts of the State of New
New York
York and
and the courts
courts of
of the United
United States
States of
of America
America in the
the State
State of
of New
New York
York
sitting in
each case sitting
(in each
(in in the County of
the County of New purposes of
for the purposes
York) for
New York) hearing and
of hearing determining any suit,
and determining suit,
action or
action proceedings or
or proceedings disputes arising out
settling any disputes
or settling in connection with the
of or in
out of the Indenture, the the Notes,
Agency Agreement, the Cashflow
the Fiscal Agency Agreement, the
Swap Agreement,
Cashflow Swap the Collateral Management Agreement
Collateral Management Agreement
and the
and Agreement. The
Administration Agreement.
the Collateral Administration Fiscal Agency Agreement, the Deed
The Fiscal Deed of Covenant and
of Covenant and
the Income Notes
the Income governed by,
will be governed
Notes will and construed in
by. and accordance with,
in accordance the laws
with, the of the Cayman
laws of Cayman
Islands.
Form of the Securities
Form Securities

Notes (other than the Class D


Each Class of Notes
The Notes. Each Notes) sold in reliance on Rule
D Notes) 144A
Rule 144A
under the Securities Act
under Act will be represented by one or more Rule 144A
more Rule and will
Notes and
Global Notes
144A Global be
will be
deposited The Bank of New York as custodian for DTC
deposited with The DTC and registered in name of Cede &Co.,
in the name Co., a a
nominee of DTC. The Rule 144A Notes which are
of DTC. Class D
are Class 0 Notes will be issued in definitive, fully
issued in fully
registered form, in the name of the owner thereof ("Definitive Notes'1.
form. registered in The Rule
Notes"). The 144A Global
Rule 144A Global
Notes and the Definitive Notes (and any Notes issued in in exchange therefor) will
will be subject to
be subject certain
to certain
restrictions on transfer as set forth under "Notice to Investors."
Each Class of Notes sold in
Each in offshore transactions in in reliance onon Regulation S S will
will initially be
initially be
Temporary Regulation S Global Note deposited on the Closing
represented by a Temporary Closing Date with The The BankBank ofof
New York as custodian for DTC
New York DTC and registered in in the name of Cede & nominee of
Co., aa nominee
& Co., DTC, for
of DTC, for the
the
Clearstream. Beneficial interests in
respective accounts of Euroclear and Clearstream. Regulation S
Temporary Regulation
in aa Temporary S
Global Note may be held only through Euroclear
Global interests in
Beneficial interests
Euroclear or Clearstream. Beneficial Temporary
in aa Temporary
Regulation S Note will be.
S Global Note interests in
be exchanged for beneficial interests Regulation SS Global
permanent Regulation
in aa permanent Global
Note for the related Class of Notes in
Note fol'm upon the later of (i)
indefinitive, fully registered form expiration of
(i) the expiration of
the Distribution Compliance Period and (ii) (ii)the first date on which the requisite certifications (in
requisite certifications (in the form
the form
provided to the Trustee. The
provided ininthe Indenture) are provided
provided Global Note
Regulation SSGlobal
The Regulation be registered
will be
Note will registered in in
the
the name of Cede & Co., a
& Co., a nominee of
of DTC, and deposited
deposited with The Bank
Bank of
of New
New York
York as
as custodian
custodian for
for
for credit to the accounts of
DTC for
DTC accounts of
respective accounts
Clearstream for the respective
of Euroclear and Clearstream Holders of
the Holders
of the of
Notes. Beneficial interests in
such Notes.
such in aa Regulation S Note may be held
Global Note
S Global only through
held only Euroclear or
through Euroclear or
Clearstream.
Clearstream.

A beneficial interest
A beneficial in aa Regulation SS Global Note,
interest in Regulation SS Global
Note, aa Temporary Regulation Global Note or aa
Note or
Regulation SS Income Note
Regulation Note may be before or after the
whether before
transferred, whether
be transferred, expiration of
the expiration of the Distribution
the Distribution
Period, to aa U.S.
Compliance Period, person only,
U.S. person respect to
only, with respect Class SS Notes,
to the Class Notes, the the Class the
Notes, the
Class AA Notes,
Class B
Class B Notes or
or the Class
Class CC Notes,
Notes, in
in the
the form of aa beneficial interest
interest in
in aa Rule
Rule 144A
144A Global
Global Note
Note and,
and,
Regulation SS Class 0D Note
respect to aa Regulation
with respect Note or Regulation SS Income
or aa Regulation Note, In
Income Note, in the form of
the form Definitive
of aa Definitive
or an
Note or
Note Income Note
an Income Note Certificate, applicable, and
Certificate, as applicable, receipt by
upon receipt
and only upon by the
the Note Agent, in
Note Transfer Agent, in
the case of
the case of the
the Notes,
Notes, or
or Fiscal
Fiscal Agent,
Agent, in
in the
the case
case of the
the Income
Income Notes,
Notes, of
of a
a written
written certification
certification from
from the
the
transferor (in
transferor form provided
(inthe form Indenture, ininthe
provided ininthe Indenture, case of
the case Notes, or
the Notes,
of the or ininthe form provided-in
the form the
provided-in the
Fiscal Agency
Fiscal Agreement, ininthe case
Agency Agreement, case ofof the Income Notes) to
Income Notes) effect that
to the effect the transfer
that the made to
being made
transfer isisbeing to
aa person the transferor
person the believes isis aa Qualified
reasonably believes
transferor reasonably Buyer and
Institutional Buyer
Qualified Institutional Purchaser.
Qualified Purchaser.
and aa Qualified

82
82

Treatment Requested
Confidential Treatment
Confidential by Goldman
Requested by Sachs
Goldman Sachs GS MBS-E-021825452
GS MBS-E-021825452
Footnote Exhibits - Page 5542

In addition, transfers of aa beneficial interest in


In a Regulation S
in a Temporary Regulation S
S Global Note or Temporary S
Global Note to a person who takes delivery in in aa Rule 144A Global Note may
in the form of an interest in
greater than or equal to the minimum
in denominations greater
occur only in denominations applicable to the Rule
minimum denominations
144A Global Notes.
144A

A beneficial interest in
A in a Rule 144A Global Note may be transferred to aa person who takes
in a Temporary Regulation S
in the form of an interest in
delivery in S Global Note or a a Regulation S S Global
. Note, as the case may be, whether during or after the expiration of the Distribution Compliance Period,
only upon receipt by the Note Registrar of aa written certification from the transferor (in
(in the form provided
in is being made to a non U.S. Person in
in the Indenture) to the effect that such transfer is in accordance with
Rule 903 or 904 of Regulation
Regul~tion S.
S.

Any beneficial interest in in one of the Global Notes that isis transferred to the person who takes
delivery in
in the form of an interest in in another Global Note will, upon transfer, cease to be an interest in in
such Global Note and become an interest in in the other Global Note and, accordingly, be
accordingly, will thereafter be
subject to all transfer restrictions and other procedures applicable to beneficial interests in in such other
Global Note for as long as it
it remains such interest.

Except inin the limited circumstances described below, owners of beneficial interests inin any Global
a Definitive Note. The Notes are not issuable in
Note will not be entitled to receive a in bearer form.

Each Note will be issued in minimum denominations of U.S.$250,OOO


in minimum U.S.$250,000 (in
(in the case of Rule 144A
Notes) and U.S.$100,000
U.S.$100,OOO (in
(in the case of Regulation S
S Notes) and integral multiples of U.S.$1 in
in excess
thereof.
thereof.

The Income in.minimum


Income Notes will be issued in denominations of U.S.$100,OOO
minimum denominations U.S.$100,000 notional principal
amount of Income Notes and integral multiples of U.S.$1
U.S.$1 in
in excess thereof.
thereof.
Global Notes. Upon the issuance of the Global Notes, DTC DTC or its custodian will credit, on itsits
aggregate original principal amount of the individual beneficial interests
internal system, the respective aggregate
represented by such Global Notes to the accounts of persons who have accounts with DTC. Such
accounts initially will be designated by or on behalf of the Initial Purchaser. Ownership of beneficial
in Global Notes will be limited to persons who have accounts with DTC
interests in DTC ("participants')
("participants'') or
or
in a Global Note will be
persons who hold interests through participants. Ownership of beneficial interests in be
shown on, and the transfer of that ownership will be effected only through, records maintained by DTC
DTC or or
its nominee (with respect to interests of participants) and the records of participants (with respect to to
interests of persons other than participants).

So long as DTC,
DTC, or its nominee, is is the registered owner or Holder of the Global Notes, DTC DTC or
or
such nominee, as the case may be, will be considered the sole owner or Holder of each Class of the
Notes represented by such Global Notes for all purposes under the Indenture and such Notes. Unless
DTC
DTC notifies the Issuers that it
it is
is unwilling or unable to continue as depositary for aa global note or ceases
to be aa "Clearing Agency" registered under the Exchange Act, owners of the beneficial interests in in the
Global Notes
~otes will not be entitled to have any portion of such Global Notes registered in in their names, will
not receive or be entitled to receive physical
physical· delivery of Notes in
in certificated form and will not be be
considered to be the owners or Holders of any Notes under the Indenture. In In addition, no beneficial
owner of an Interest in the Global Notes will be able to transfer that interest except in
interest in in accordance with
with
DTC's applicable procedures (in (in addition to those under the Indenture referred to herein and, ifif
applicable, those of Euroclear and Clearstream).
Clearstream). .

Investors may hold their interests in


in aa Regulation S
S Global Note or aa Temporary Regulation S
Global Note directly
direCtly through Clearstream
Clearstream or Euroclear, ifif they are participants in
in these systems, or
or
indirectly-through organizations which are participants in
indirectly.through in these systems. Clearstream
Clearstream and Euroclear
Euroclear will
in the Regulation S Global Notes on behalf of their participants through their respective
hold interests in
depositaries, which in in tum will hold the interests in
in the Regulation S
S Global Notes and Temporary
Temporary

83
83

Treatment Requested by Goldman Sachs


Confidential Treatment GS MBS-E-021825453
MBS-E-021825453
Footnote Exhibits - Page 5543

RegulationSS Global
Regulation GlobalNotesNotesin incustomers' accounts in
securitiesaccounts
customers' securities inthe depositories'names
the depositories' nameson on the books of
the books of
DTC. Investors may hold their interests
OTC. Investors may hold their interests inin aa Rule
Rule 144A
144A Global
Global Note
Note directly.
directly through
_
through DTC
OTC if
if they are
they are
participantsin
participants inthe
thesystem,
system, or or indirectly
indirectlythrough organizationswhich
throughorganizations whichare participantsin
areparticipants inthethe system.
system.

Paymentsof
Payments ofthe
theprincipal
principal ofofand intereston
and interest onthe GlobalNotes
theGlobal Noteswillwill bebemademadetotoDTC OTCor oritsitsnominee,
nominee,
asas the
the registered
registered owner Neitherthe
thereof. Neither
ownerthereof. Issuers, the
the Issuers, Trustee, the
the Trustee, the Note Registrar, the
Note Registrar, Income Note
the Income Note
Registrar nor any paying agent will have any responsibility
Registrar nor any paying agent will have any responsibility or
or liability
liability for
for any
any aspect
aspect of
of the
the records
records relating
relating
toto oror payments
payments made made on account of
on account ofbeneficial interests in
ownership interests
beneficial ownership in the Global Notes
the Global Notes or for any
orfor any notice
notice
permitted or
permitted or required
required to to be
be given
given to Holders of
to Holders Notes or
of Notes consent given
any consent
or any given or actions taken by DTC
or actions taken by OTC as as
Holder of
Holder of Notes.
Notes. The expect that
Issuers expect
The Issuers OTC or
that DTC nominee, upon
its nominee,
or its receipt of
upon receipt ofany paymentof
any payment principalor
ofprincipal or
interest in respect
interest in respect of a Globalof a Global Note
Note representing
representing any
any Notes
Notes held
held by
by it
it or
or its
its nominee,
nominee, will
will immediately
immediately
credit participants'
credit accounts with
participants' accounts payments in
with payments in amounts proportionate to
amounts proportionate their respective
to their interests in
respective interests in the
the
principal amount of such Global Notes as shown on the records
principal amount of such Global Notes as shown on the records of
of DTC
OTC or
or its
its nominee.
nominee. The
The Issuers
Issuers also
also
expect that
expect that payments
payments by participants to
by participants owners of
to owners interests in
of interests Global Notes
such Global
in such Notes held through such
held through such-
participants
participants will
will be
be governed
governed by
by standing
standing instructions
instructions and
and customary
customary practices,
practices, as
as is
is now
now the
the case
case with
with
securities held
securities held forfor the accounts of
the accounts registered in
customers registered
of customers in the names of
the names nominees for such
of nominees for such customers. customers.
Such payments
Such payments will will be responsibility of
the responsibility
be the such participants.
of such participants.

Transfers between participants


Transfers between will be
participants will effected in
be effected the ordinary
in the way in
ordinary way accordance with
in accordance OTC rules
with DTC rules
and will
and will be be settled
settled in
in same-day
same-day funds.
funds. The laws
laws of
of some
some jurisdictions
jurisdictions require
require that
that certain
certain persons
persons take
take
physical delivery
physical delivery of
of securities
securities in definitive form.
in definitive Consequently, the
form. Consequently, ability to transfer
the ability interests in
beneficial interests
transfer beneficial in
Global Notes
Global Notes to to these persons may
these persons may bebe limited. Because DTC
limited. Because OTC can only only act on behalf
act on of participants, who
behalf of
in turn
in tum act
act onon behalf participants and
indirect participants
behalf of indirect and certain banks, the ability of of aa person having a
person having a beneficial
beneficial
interest in
interest in Global Notes persons or entities that do
interest to persons
pledge its interest
Notes to pledge not participate
do not the DTC
in the
participate in OTC
system, or otherwise take actions in respect of
system, or otherwise take actions in respect of its interest, may be
be affected
affected by
by the
the lack
lack of
of a
a physical
physical-
certificate of
certificate of the interest. Transfers
the interest. between account holders
Transfers between holders in Clearstream will
in Euroclear and Clearstream will be
be
effected in
effected in the ordinary wayway in accordance with
in accordance operating procedures.
with their respective rules and operating procedures.

Subject
Subject to compliance with
to compliance with the transfer restrictions applicable to the Notes described above,
cross-market transfers between DTC
cross-market transfers between OTC participants, on the one hand, and, directly or indirectly through through
Euroclear
Euroclear or Clearstream account holders, on the other, will be effected in
or Clearstream in DTC in in accordance with DTC
accordance with OTC
rules
rules on
on behalf
behalf ofof Euroclear
Euroclear or Clearstream, as the case may be, by its respective depositary; however,
or Clearstream, however,
these transactions will require delivery of instructions to
cross-market transactions
these cross-market Euroclear or
to Euroclear or Clearstream,
Clearstream, as as the
the
case
case may
may be,be, by
by the counterparty
counterparty in inthe system in with its rules and procedures and
in accordance with within its
and within its
established deadlines
established deadlines (Brussels
(Brussels time). Euroclear or Clearstream,
Clearstream, as
as the case may
may be,
be, will,
will, if
if the
the
transaction
transaction meets
meets its its settlement
settlement requirements, deliverdeliver instructions depositary to
respective depositary
instructions to its respective take
to take
action to effect final settlement
action to effect final settlement on its behalf by delivering or receiving interests
interests in
in a
a Temporary
Temporary Regulation
Regulation
SS Global
Global Note
Note or Global Note in
Regulation SS Global
or aa Regulation in DTC, andand making or payment in
receiving payment
or receiving accordance
in accordance
with
with normal procedures for aa same-day funds settlement applicable
normal procedures applicable to Clearstream and
DTC. Clearstream
to OTC. Euroclear
and Euroclear
account holders
account holders may
may not deliver instructions
instructions directly
directly to
to the depositaries for
for Clearstream
Clearstream or
or Euroclear.
Euroclear.

Because of
Because time zone
of time the securities
differences, the
zone differences, account of
securities account Euroclear or
of aa Euroclear Clearstream
or Clearstream
participant
participant purchasing
purchasing an an interest from aa OTC
Note from
Global Note
interest inin aa Global DTC participant will be credited
participant will the
during the
credited during
securities settlement processing
securities settlement processing day (which
(which must
must be
be a
a Business
Business Day
Day for
for Euroclear
Eu~oclear or
or Clearstream,
Clearstream, as
as the
the
case
case may
may be) be) immediately following the DTC
immediately following settlement date
DTC settlement and the
date and credit of
the credit transactions in
any transactions
of any in
interests in a Global Note settled during the processing
interests in a Global Note settled during the processing day
day will
will be
be reported
reported to
to the
the relevant
relevant Euroclear
Euroclear or
or
Clearstream
Clearstream participant
participant on
on that
that day.
day. Cash
Cash received
received in
in Euroclear
Euroclear or
or Clearstream
Clearstream as
as aa result
result of
of sales
sales of
of
interests ininaaGlobal
interests Global Note
Note by or through
by or Euroclear or
through aaEuroclear participant to
Clearstream participant
or Clearstream to aaDTC participant will
DTC participant be
will be
received
received with value on
with value the OTC
on the DTC settlement date but
settlement date will be
but will available inin the
be available Euroclear or
relevant Euroclear
the relevant or
Clearstream
Clearstream cash only as
accountonly
cash account ofthe
as of Day following
Business Day
the Business DTC.
settlement ininOTC.
following settlement
OTC
DTC has
has advised
advised thethe Issuers that ititwill
Issuers that take any
will take action permitted
any action be taken
permitted toto be by aaHolder
taken by the
Holder ofofthe
Notes (including the presentation of the applicable
Notes (including the presentation of the applicable Notes
Notes for
for exchange
exchange as
as described
described below)
below) only
only at
at the
the
--'---direction
- -- direction of
of one
one or
or more
more participants
participants to
to whose
whose account
account with
with DTC
Dle interests
interests in
in a- Global
a-Global Note-are-credited
Note·are-credited
and
and only respect ofof that
only inin respect portion ofof the
that portion aggregate principal
the aggregate amount ofof the
principal amount Notes as
the Notes the
which the
as toto which
participant or participants has or have
participant or participants has or have given
given direction.
direction.

84
84

Confidential
Confidential Treatment Requested by
Treatment Requested Sachs
Goldman Sachs
byGoldman GS MBS-E-021825454
GS MBS-E-021825454
Footnote Exhibits - Page 5544

communications by DTC
The giving of notices and other communications
The participants, by participants
DTC to participants, participants to
to
persons who hold
persons to Holders of
persons to
hold accounts with them and by such persons of beneficial interests in
in a Global
Note will be governed
Note arrangements between
governed by arrangements statutorY or
between them, subject to any statutory regulatory requirements
or regulatory requirements
as
as may exist from
may exist time to
from time to time.

DTC has advised the Issuers as follows: DTC


DTC DTC is purpose trust company organized
is a limited purpose
under the laws of the State of New York, a member member of the Federal Reserve System, a "clearing
the Federal
meaning of the Uniform
corporation" within the meaning
corporation" Commercial Code and a "Clearing Agency" registered
Uniform Commercial
pursuant to the provisions of Section
Section 17A of the Exchange Act. DTC
17A DTC was created to hold securities for its its
participants and facilitate the clearance and settlement of securities transactions between between participants
through electronic book-entry changes in in accounts of its participants, thereby eliminating the need for
movement of certificates. Participants
physical movement include securities brokers and dealers, banks, trust
Participants include
companies and clearing corporations and may include certain other organizations. Indirect Indirect access to the
DTC system is
DTC dealers and trust companies that clear through
is available to others such as banks, brokers, dealers
or indirectly ("indirect
or maintain a custodial relationship with aa participant, either directly or rindirect participants").

soci6t6 anonyme, was incorporated as a limited liability


Clearstream. Clearstream Banking, societe
Cfearstream.
company under Luxembourg law. Clearstream
under luxembourg is owned by Cedel International, soci6t6
Clearstream is societe anonyme, and
Deutsche Borse AG. 'The and financial
The shareholders of these two entities are banks, securities dealers and financial
institutions.

Clearstream holds securities for its customers and facilitates the clearance and settlement of
Clearstream of
transactions between Clearstream customers through electronic book-entry changes
securities transactions' changes in in
Clearstream customers, thus eliminating the need for physical movement
accounts of Clearstream movement of certificates.
Clearstream provides to its customers, among other things, services for safekeeping, administration,
Clearstream
clearance and settlement of internationally traded securities, securities lending and borrowing and
Clearstream interfaces with domestic markets in
collateral management. Clearstream in a number
number of countries.
Clearstream has established an electronic bridge with Euroclear Bank S.A./N.V.,
Clearstream operator of the
S.A.lN.v., the operator
Clearstream and Euroclear.
Euroclear System, to facilitate settlement of trades between Clearstream

a registered bank in
As a in Luxembourg, Clearstream is subject to regulation by the Luxembourg
Clearstream is
financial
Clearstream customers are recognized financial
Commission for the Supervision of the Financial Sector. Clearstream
institutions around the world, including underwriters, securities brokers and dealers, banks, trust
companies and clearing corporations. In Clearstream customers are limited to
In the United States, Clearstream to
that
institutions that
securities brokers and dealers and banks and may include the Initial Purchaser. Other institutions
maintain a custodial relationship with a Clearstream customer may obtain indirect access to Clearstream.
a Clearstream
Clearstream is
Clearstream inDTC.
is an indirect participant in DTC.
Distributions with respect to the Notes held Clearstream will be credited to
held beneficially through Clearstream to
Clearstream customers in
cash accounts of Clearstream in accordance with its rules and procedures, to to the extent
extent
received by Clearstream.

Euroclear System. The Euroclear System was created in


The Eurocfear in 1968 to hold securities for
securities for
participants of the Euroclear System and to clear and settle transactions between Euroclear participants
through simultaneous electronic book-entry delivery against payment, thus eliminating the need for
the need
certificates and risk from lack of simultaneous transfers of securities and cash.
physical movement of cer:tificates
Transactions may now be settled in in many currencies, including U.S. Dollars and Japanese Yen. The.The
services, including securities lending and borrowing and
System' provides various other services,
Euroclear System
interfaces with domestic markets in in several countries generally similar to the arrangements for cross-
DTC described above.
market transfers with DTC

The Euroclear System is


The is operated by Euroclear Bank SAIN.V. Operator"), under
"Euroclear Operato('),
SA.IN.V. (the "Euroclear
contract with Euroclear Clearance System pic, "Euroclear Clearance System').
U.K. corporation (the "Euroclear
plc, aa UK System').
'The
The Euroclear
Euroclear Operator
Operator conducts
conducts all
all operations,
operations, and
and all
all Euroclear"
Euroclear securities
securities clearance
clearance accounts
accounts and
and

accounts are accounts with the Euroclear Operator,


Euroclear cash accounts Operator, not the Euroclear
not the Euroclear Clearance System.
establishes policy for the Euroclear
The Euroclear Clearance System establishes Euroclear System on behalf of Euroclear
on behalf

85
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Goldman Sachs
Confidential Treatment Requested by Goldman
Confidential GS MBS-E-021825455
GS MBS-E-021825455
Footnote Exhibits - Page 5545

Euroclear participants include banks (including central banks), securities


participating organizations. Euroclear
brokers and dealers and other professional financial intermediaries and may include the Initial Purchaser.
is also available to other firms that clear through or maintain aa
Indirect access to the Euroclear System is
is an indirect
Euroclear participant, either directly or indirectly. Euroclear is
custodial relationship with a Euroclear
in DTC.
participant in DTC.

The Euroclear Operator is Commission regulates and


is a Belgian bank. The Belgian Banking Commission
examines the Euroclear Operator.

The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of of
the Euroclear System and applicable Belgian law govem govern securities clearance accounts and cash
Euroclear Operator. Specifically, these terms and conditions govern:
accounts with the Euroclear

(a)
(a) transfers of securities and cash within the Euroclear System;
(b)
(b) withdrawal of securities and cash from the Euroclear System; and

(c)
(c) receipts
receipts of payments in the Euroclear System.
payments with respect to securities in
in the Euroclear System are held on aa fungible basis without attribution of specific
All securities in
certificates to specific securities clearance accounts. The Euroclear Operator
Operator acts under the terms and
conditions only on behalf of Euroclear participants and has no record of or relationship with persons
holding securities through Euroclear participants.

Distributions with respect to Notes held beneficially through Euroclear will be credited to the cash
accounts of Euroclear participating organizations in Euroclear Terms and Conditions,
in accordance with the Euroclear
to the extent received by the Euroclear Operator and by Euroclear. .

DTC, Clearstream and Euroclear have agreed to the foregoing procedures


Although DTC, in order to
procedures in to
facilitate transfers of interests in S Global Notes and in
in the Regulation S in the Rule 144A Global Notes among
participants of DTC,
DTC, Clearstream
Clearstream and Euroclear, they are under no obligation to perform or continue toto
perform these procedures, and the procedures may be discontinued at any time. Neither the Issuers nor nor
the Trustee will have any responsibility for the performance by DTC, DTC, Clearstream, Euroclear or their
respective participants or indirect participants of their respective obligations under the rules and and
procedures governing their operations.

Payments; Certifications by Holders of Temporary Regulation S S Global Notes.


Notes. A A Holder of a a
beneficial interest in
in aa Temporary
Temporary Regulation S S Global Note must provide Clearstream
Clearstream or Euroclear, asas
the case may be, with a certificate in in the form required by the Indenture
Indenture certifying that the beneficial
owner of the interest in in such Global Note is is not a U.S.
U.S. Person (as defined in in Regulation S),
S), and
and
Clearstream or Euroclear, as the case may be, must provide to the Trustee a certificate in
Clearstream in the form
required by the Indenture prior to (i) (i) the payment of interest or principal with respect to such Holder's
Holders
beneficial interest in
in the Temporary Regulation S S Global Note and (ii)
(ii)any exchange of such beneficial
interest for a beneficial interest in
in a Regulation S S Global Note.
Individual Definitive Notes. The Class S S Notes, the Class A A Notes, the Class B B Notes and the
Class C C Notes will be initially issued in
in global form. The Class D D Notes (other than Regulation S S Class DD
Notes) will be represented by one or more Definitive Notes and will be subject to certain transfer
restrictions as set forth under "Notice to Investors". IfIf DTC
DTC or any successor to DTC DTC advises the Issuer in in
writing that it is
is at any time unwilling or unable to continue as aa depositary for the reasons described in in
"-Global Notes" and a successor depositary is is not appointed by the Issuers within ninety (90) days or as as
a result of any amendment to or change in,
a in, the laws or regulations of the Cayman Islands or the State of of
Delaware,
Delaware, as applicable, or of any authority therein or thereof having power to tax or in in the interpretation
or administration of such laws or regulations which become effective on or after the Closing Date, the
Issuers or the Note Paying Agent is is or will be required to make any deduction or withholding from any any
payment in in respect of the Notes which would nC?t not be required ifif the Notes were in
in definitive form and the

86
86

Confidential Treatment Requested by Goldman Sachs GS MBS-E-021825456


MBS-E-021825456
Footnote Exhibits - Page 5546

will issue
Issuers will
Issuers issue Definitive Notes in
Definitive Notes form in
registered form
in registered exchange for
in exchange for the Regulation S
the Regulation Global Notes
S Global Notes and and
the Rule
the Rule 144A Notes, as
Global Notes,
144A Global case may
the case
as the may be. receipt of
Upon receipt
be. Upon noticefrom
such notice
of such DTC, the
from DTC, Issuers will
the Issuers will
use
use their best efforts
their best arrangements with
make arrangements
to make
efforts to DTC for
with DTC exchange of
the exchange
for the interests in
of interests in the Global Notes
the Global Notes
for individual Definitive
for individual Notes and
Definitive Notes cause the
and cause requested individual
the requested Notes to
Definitive Notes
individual Definitive to be executed and
be executed and
delivered to
delivered the Note
to the Registrar in
Note Registrar sufficient quantities
in sufficient authenticated by
and authenticated
quantities and by oror on behalf of
on behalf the Note
of the Note
Agent for
Transfer Agent
Transfer delivery to
for delivery Holders of
to Holders of the Notes. Persons
the Notes. interests in
exchanging interests
Persons exchanging Global Note
in aa Global Note for for
individual Definitive Notes
individual Definitive will be
Notes will required to
be required provide to
to provide to the
the Note Transfer Agent,
Note. Transfer through DTC,
Agent, through DTC,
Clearstream' or
Clearstream' Euroclear, (i)
or Euroclear, (i) written instructions and
written instructions other information
and other required by
information required by the Issuers and
the Issuers and the the
Agent to
Transfer Agent
Note Transfer
Note to complete, execute and
complete, execute and deliver individual Definitive
such individual
deliver such Notes, (ii)
Definitive Notes, in the
(ii) in case of
the case of
an exchange of
an exchange of an interest in
an interest Rule 144A
in aa Rule Global Note,
144A Global certification as
such certification
Note, such as to Qualified Institutional
to Qualified Institutional
status and
Buyer status
Buyer and that
that such Holder is a
such Holder a Qualified Purchaser, as
Qualified Purchaser, as the require and
Issuers shall require
the Issuers and (iii) in the
(iii) in the
case of
case of an exchange of
an exchange of an interest in
an interest Regulation S
in a Regulation Global Note,
S Global certification as
such certification
Note, such as the Issuers shall
the Issuers shall
require as
require as to
to non-U.S. status. In
Person status.
non-U.S. Person In all cases, individual
all cases, Definitive Notes
individual Definitive delivered in
Notes delivered exchange for
in exchange for
Global Note
any Global Note or will be
therein will
interests therein
or beneficial interests be registered in names, and
the names,
in the issued in
and issued in
denominations in
denominations compliance with
in compliance minimum denominations
with the minimum specified for the
denominations specified applicable Global
the applicable Global Notes,
requested by
requested by DTC.
DTC. .

Definitive Notes will


Individual Definitive bear, and be
will bear, legend as the
subject to, such legend
be subject the Issuers require in in order
order
assure compliance
to assure with any applicable law. Individual
compliance with Definitive Notes will be transferable
Individual Definitive subject to
transferable subject to
minimum denomination
the minimum
the applicable to
denomination applicable to the Rule and Regulation S Global
Notes and
144A Global Notes
Rule 144A Global Notes, in
whole or in part, and exchangeable for individual Definitive
or in Notes of
Definitive Notes same Class at the
of the same office of
the office of the
the
Paying Agent, Note
Note Paying Agent or the office of
Transfer Agent
Note Transfer of any compliance with
transfer agent, upon compliance
any transfer with the
the
requirements Indenture. Individual Definitive
requirements set forth in the Indenture. Notes may
Definitive Notes may be transferred through through any any
transfer agent upon
transfer upon the delivery and duly completed assignment of such Notes. Upon transfer of any
completed assignment any
Definitive Note in
individual Definitive in part, the Note Transfer Agent in exchange therefor to the
Agent will issue in the transferee
transferee
one or more individual Definitive Notes Notes in transferred and will issue to the
in the amount being so transferred transferor
the transferor
more individual Definitive Notes in
one or more transferred. No
in the remaining amount not being transferred. No service charge charge
will be imposed for any registration of transfer or exchange, but payment of a sum
of a sum sufficient to to cover any any
tax
tax or governmental charge may
or other governmental may be required. The Holder of a restricted individual Definitive Note
individual Definitive Note
may transfer such Note, subject to compliance with the provisions of
may legend thereon. Upon
of the legend Upon the the
replacement of Notes bearing the legend, or upon specific request for removal of
transfer, exchange or replacement of
legend on a
the legend a Note, the Issuer will deliver only Notes that bear such legend, legend, or or will refuse to
will refuse to remove
remove
such legend, as the case may be, unless there is is delivered to the Issuer such such satisfactory evidence,evidence,
which may include an opinion of counsel, as may reasonably be be required by Issuer that
by the Issuer neither the
that neither the
legend nor the restrictions on transfer set forth therein are required to compliance with
to ensure compliance with thethe
provisions of the Securities Act and the Investment Company Act. Payments of of principal and interest on
and interest on
individual Definitive Notes shall be payable by the Note Paying Agents by U.S. Dollar check
by U.S. drawn on
check drawn on aa
bank inin the United States of America and sent by mail to the registered Holder thereof, thereof, by transfer in
by wire transfer in
immediately available funds. In Inaddition, for so long as any Notes are listed on any stock exchange and
stock exchange and
the rules of such exchange shall so require, require, inin the case of aa transfer or exchange of
or exchange of individual Definitive
individual Definitive
Notes, aa Holder thereof may effect such transfer or exchange by
Notes, by presenting Notes at,
such Notes
presenting such at, and obtaining
and obtaining
a new individual Definitive Note from the office of
a of the Usting Agent, in
Listing and Paying Agent, inthe case of
the case of aatransfer
transfer of of
only aa part Note, aanew individual Definitive Note
an individual Definitive Note,
part of an Note in respect of
inrespect of the balance of
the balance the
of the
principal amount of the
principal the individual Definitive Note Note not transferred will be delivered
will be delivered at office of
the office
at the of
stock exchange, and.
applicable stock
applicable the case
and inin the case ofof aa replacement
replacement of any mutilated or
any lost, stolen, mutilated destroyed
or destroyed
individual Definitive
individual Holder thereof may obtain aa new individual Definitive Note
Definitive Notes, aa Holder from the
Note from Listing
the Listing
Paying Agent.
and Paying
and

Class 0D Notes (other


The Class
The Regulation SS Class
(other than Regulation Class DD Notes
Class 0D Notes). The Class Notes (other than
(other than
Regulation S Class D
S Class D Notes)
Notes) will be represented by one or more
will be more notes in definitive
notes in form and
definitive form be
will be
and will
to certain
subject to
subject on transfer as
restrictions on
certain restrictions forth under
set forth
as set to Investors."
"Notice to
under "Notice

The Class DDNotes


The Notes (other than Regulation Class DDNotes)
Regulation SSClass may be
Notes) may transferred only
be transferred receipt
upon receipt
only upon
the Issuer
by the
by and the
Issuer and Note Transfer
the Note Agent of
Transfer Agent Purchase and
Notes Purchase
Class DDNotes
of aa Class and Transfer Letter the effect
to the
Letter to effect
the transfer
that the
that being made
transfer isis being (i) to
made (i) Qualified Institutional
to aa Qualified has acquired
that has
Buyer that
Institutional Buyer acquired an interest ininthe
an interest the
Class DDNotes
Class meeting the
transaction meeting
Notes ininaatransaction the requirements
requirements of of Rule 144A who isisalso
Rule 144A Purchaser
Qualified Purchaser
also aaQualified

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GS MBS-E-021825457
Footnote Exhibits - Page 5547

(ii)toto aanon-U.S.
oror(ii) Person in
non-U.S. Person anoffshore
in an transaction complying
offshore transaction 903 or
Rule 903
with Rule
complYingwith Rule 904
or' Rule ofRegulation
904 of Regulation
S. The
S. The transferee must also
transferee must make certain
also make other representations
certain other applicable toto such
representations applicable as set
transferee, as
such transferee, set
forth in the Class D Notes Purchase
forth in the Class 0 Notes Purchase and
and Transfer
Transfer Letter.
Letter.

Payments on
Payments Class D
the Class
on the 0 Notes (other than
Notes (other Regulation S
than Regulation Class D
S Class Notes) on
0 Notes) on any Payment Date
any Payment Date
will be
will to the
made to
be made person in
the person in whose name the
whose name Note is
relevant Note
the relevant as of
registered as
is registered close of
the close
of the business 10
of business 10
Business Days prior
Business Days to such
prior to Payment Date.
such Payment Date.

The Income Notes


The Income (other than
Notes (other Regulation S
the Regulation
than the S Income Notes). The
Income Notes). Income Notes
The Income (other than
Notes (other than
the Regulation S Income
the Regulation S Income Notes)
Notes) will
will be
be represented
represented by
by one
one or
or more
more Income
Income Note
Note Certificates
Certificates in
in definitive
definitive
form and
form the Income
and the will be
Notes will
Income Notes subject to
be subject restrictions on
certain restrictions
to certain transfer as
on transfer forth under
set forth
as set "Notice to
under "Notice to
Investors."
Investors."

Income Notes (other


Income Notes Regulation S
than Regulation
(other than S Income may be
Notes) may
Income Notes) be transferred only upon
transferred only receipt by
upon receipt by
the Issuer
the Issuer and
and the
the Fiscal
Fiscal Agent
Agent of
of an
an Income
Income Notes
Notes Purchase
Purchase and
and Transfer
Transfer Letter
Letter to
to the
the effect
effect that
that the
the
transfer is
transfer being made
is being (i}(a) to
made (i)(a) a Qualified Institutional
to a that has
Buyer that
Institutional Buyer acquired an
has acquired interest in
an interest the Income
in the Income
Notes in a transaction meeting the requirements
Notes in a transaction meeting the requirements of
of Rule
Rule 144A,
144A, or
or (b)
(b) to
to an
an Accredited
Accredited Investor
Investor having a
having a
net worth of not
net worth than U.S.$10
not less than million in a
U.S.$10 million transaction exempt
a transaction from registration
exempt from the Securities
under the
registration under Securities
Act, who
Act, who is is a Purchaser, or
a Qualified Purchaser, (ii) to
or (ii) to a Person in
a non-U.S. Person offshore transaction
in an offshore complying with
transaction complying with
Rule 903
Rule 903 or
or Rule 904
904 of
of Regulation
Regulation S.
S. The transferee
transferee must
must also make
make certain
certain other
other representations
representations
applicable such transferee, as set forth in the Income
applicable to such Income Notes Purchase and Transfer Letter.
and Transfer Letter.

Income Notes
The Income will be issued in minimum
Notes will denominations of U.S.$100,000
minimum denominations notional principal
U.S.$100,OOO notional principal
amount of Income
amount of Income Notes and integral
and integral multiples of
of U.S.$1
U.S.$1 in
in excess thereof.
thereof. Payments
Payments the Income
on the
on Income
Regulation S
(other than Regulation
Notes (other S Income Notes) on any Payment Payment Date made to
Date will be made to the in whose
person in
the person whose
name the
name Income Note is
the relevant Income registered in
is registered the income
in the as of
note register as
income note of the close of
the close business on
of business on
the first
the first calendar day of the
the month in
in which such Payment Date occurs (or if
if such
such day
day is
is not
not aa Business
Business
Day, next succeeding Business Day).
Day, the next Day).

PROCEEDS
USE OF PROCEEDS
USE

The gross proceeds associated with the offering of the Securities are expected to
are expected equal
to equal
approximately U.S.$1,007,169,000.
approximately U.S.$1,007,169,OOO. Approximately U.S.$1,850,000
U.S.$1,850,OOO of
of such
such gross
gross proceeds
proceeds will
will be
be
applied by the Issuer to pay upfront fees and expenses associated with the
applied the offering
offering ofof the Securities. In
the Securities. In
addition, on the Closing Date, approximately
addition, U.S.$200,000 of the
approXimately U.S.$200,OOO the proceeds the issuance
from the
proceeds from issuance of the
of the
Securities will be deposited into the Expense Reserve Account. On
Securities the Closing
On the Date or
Closing Date promptly
or promptly
thereafter is consistent with customary settlement procedures, pursuant to
thereafter as is to agreements
agreements to purchase
to purchase
entered
entered into apply the
Issuer will apply
into on or before the Closing Date, the Issuer proceeds to
net proceeds
the net purchase the
to purchase the
Collateral Assets which are cash assets described herein
Collateral Assets an aggregate
herein having an Balance of
Principal Balance
aggregate Principal of
approximately U.S.$70,000,000
approximately U.S.$70,OOO,OOO and to purchase the Default Swap Collateral
Collateral and
and Eligible
Eligible Investments
Investments of
of
approximately
approximately U.S.$930,OOO,OOO the Cashflow
U.S.$930,000,000 and will have entered into the Agreement.
Swap Agreement.
Cashflow Swap
NOTES
THE NOTES
RATINGS OF THE

isaa condition
ItIt is issuance of
to the issuance
condition to Notes that the Class
of the Notes Class SS Notes, the Class
Notes, the A-1 Notes
Class A-1 the
and the
Notes and
Class A-2 Notes
Class A-2 be rated
Notes be Moody's and
"Aaa" by Moody's
rated "Aaa" "AAA"by
and "AAA" that the
S&P, that
by S&P, Notes be
Class BB Notes
the Class rated at
be rated least
at least
"Aa2" by
"Aa2" Moody's and
by Moody's "AA"by
least "M"
and at least S&P, that
by S&P, Class C
the Class
that the CNotes
Notes be at least
rated at
be rated "A2" by
least "A2" by Moody's and
Moody's and
at "A"by
least "AU
at least S&P and
by S&P the Class
that the
and that Notes be
Class 0DNotes be rated at least
rated at "Baa2" by
least "Baa2" Moody's and
by Moody's and at "BBB" by
least "BBB"
at least by
S&P.
S&P. The Income Notes
The Income not be
Notes will not rated. AArating
be rated. not aa recommendation
rating isisnot recommendation to to buy, sell or hold
sell or securities
hold securities
may be
and may
and revision or
be subject to revision withdrawal at
or withdrawal any time.
at any
Ratings
Moody's Ratings
Moody's

assigned to
ratings assigned
The ratings
The to the Notes by
the Notes Moody's are
by Moody's based upon
are based assessment of
its assessment
upon its of the probability
the probability
that
that the
the Collateral
Collateral Assets
Assets will
will provide
provide sufficient
sufficient funds
funds to-pay
to'pay such
such Securities,
Securities, based
based largely
largely upon
upon Moody's
Moody's
statistical analysis of
statistical analysis of historical default rates
historical default on debt
rates on obligations with
debt obligations various ratings,
with various recovery
expected recovery
ratings, expected

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Footnote Exhibits - Page 5548

on the
rates on
rates the Collateral Assets and
Collateral Assets asset and
the asset
and the interest coverage
and interest required for
coverage required such Securities
for such (which is
Securities (which is
through the
achieved through
achieved subordination of
the subordination more junior
of more and the
Notes), and
junior Notes), the diversification that the
requirements that
diversification requirements the
Collateral Assets must
Collateral Assets must satisfy.
satisfy.

Moody's rating
Moody's rating of (i) the
of (i) Class S
the Class Notes, the
S Notes, Class A
the Class Notes and
A Notes and the Class B
the Class B Notes addresses the
Notes addresses the
receipt of
cash receipt
ultimate cash
ultimate all required
of all payments and
principal payments
required principal and the timely cash
the timely receipt of
cash receipt all interest
of all interest
payments as
payments provided in
as provided in the documents and
governing documents
the governing and (ii)
(ii) the Class C
the Class Notes and
C Notes and the Class D
the Class 0 Notes
Notes
addresses the
addresses ultimate cash
the ultimate of all
receipt of
cash receipt all required interest and
required interest payments as
principal payments
and principal provided in
as provided in the
the
documents. Moody's
governing documents.
governing Moody's ratings based on
are based
ratings are on the expected loss
the expected posed to
loss posed to the Holders of
the Holders the Notes
ofthe Notes
relative toto the promise of
the promise receiving the
of receiving present value,
the present calculated using
value, calculated using a discounted rate
a discounted equal to
rate equal to the
the
promised rate of
interest rate
promised interest of such payments. Moody's
such payments. analyzes the
Moody's analyzes likelihood that
the likelihood debt obligation
each debt
that each obligation
included in
included in the based on
default, based
will default,
the portfolio will historical default
on historical rates for
default rates similar debt
for similar obligations, the
debt obligations, the
volatility of
historical volatility
historical of such increases as
rates (which increases
default rates
such default securities with
as securities lower ratings
with lower added to
are added
ratings are to the
the
and an
portfolio) and an additional assumption to
default assumption
additional default to account for for future fluctuations in
future fluctuations Moody's then
defaults. Moody's
in defaults. then
determines the
determines the level of credit necessary to achieve
protection necessary
credit protection expected loss
achieve the expected associated with
loss associated the rating
with the rating
structured securities, taking
of the structured
of taking into account the potential recovery
into account recovery value of of the Collateral Assets and
Collateral Assets and
the expected volatility of
expected volatility of the
rate of
default rate
of the default the portfolio based on the
portfolio based the level of of diversification by issuer and
by issuer and
industry.
industry.

In
In addition quantitative tests, Moody's
addition to these quantitative features of
qualitative features
account qualitative
Moody's ratings take into account of a
a
transaction, including the
transaction, the experience Collateral Manager,
experience of the Collateral structure and
legal structure
Manager, the legal the risks
and the risks
with such
associated with as to the
structure, its view as
such structure, participants in
quality of the participants
the quality and other
transaction and
in the transaction other
that it deems
factors that deems relevant.

S&P Ratings
S&P Ratings

S&P will rate the Notes in in a manner manner in


similar to the manner
manner similar it rates
in which it other structured
rates other structured
issues. The ratings assigned to the Class S S Notes, Class A
Notes, the Class A Notes and the Class
and the Class B Notes by
B Notes by S&P
S&P
address interest and the ultimate
address the likelihood of the timely payment of interest principal on
payment of principal
ultimate payment on such
such
Notes. The ratings assigned to the Class C C Notes and the Class
Class D 0 Notes address the
S&P address
by S&P
Notes by the likelihood
likelihood
payment of interest and principal on such Notes. This requires an analysis of
of the ultimate payment the following:
of the following:
(i) used to
(ii) cash flow used
(i) credit quality of the Collateral Assets securing the Notes; (in to pay
pay liabilities and the
liabilities and the
priorities of these payments; and (iii) legal considerations. Based these analyses,
Based on these determines the
S&P determines
analyses, S&P the
enhancement needed to achieve a
necessary level of credit enhancement rating.
a desired rating.

S&P's analysis includes the application of its proprietary default expectation computer model, the
computer model, the
Standard & & Poor's (which will be provided to
CDO Monitor (which
Poor's COO to the Collateral Manager), which
Collateral Manager), which isis used
used toto
estimate the default rate the portfolio is is likely to experience. The Standard && Poor's
The Standard Monitor
CDO Monitor
Poor's COO
cumulative default rate of aa pool of
calculates the projected cumUlative of Collateral
Collateral Assets with aa specified
consistent with
Assets consistent specified
benchmark rating level based upon S&P's proprietary corporate debt
benchmark default studies.
debt default Standard &&
The Standard
studies. The
CDO Monitor
Poor's COO consideration the
Monitor takes into consideration or obligor,
issuer or
the rating of each issuer obligor, the number of
the number or
issuers or
of issuers
obligors, the issuer or obligor industry concentration and and the
the remaining weighted average
remaining weighted maturity of
average maturity of each
each
of the Collateral Assets and Eligible Investments included the portfolio.
included inin the The risks
portfolio. The posed by
risks posed these
by these
effectively adjusting the necessary default
variables are accounted for by effectively needed to
level needed
default level achieve aa
to achieve
The higher
rating. The
desired rating. higher the desired the higher the level of
rating, the
desired rating, of defaults the portfolio
defaults the withstand.
must withstand.
portfolio must

enhancement to support aa particular rating


Credit enhancement
Credit provided based,
rating isisthen provided part, on the results
in.part,
based, in. of
results of
CDO Monitor, as well as other more qualitative
Standard && Poor's COO
the Standard considerations such
qualitative considerations as legal
such as issues
legal issues
Credit enhancement isis typically
capabilities. Credit
and management capabilities.
and provided by
typically provided by aa combination
combination of of
overcollateralization/subordination, cash
overcollateralizationlsubordination, collateral/reserve account,excess
cash collateraVreserve spread/interest and
account, excess spread/interest and
amortization. AA transaction-specific cash
amortization. cash flow (the "Transaction-Specific
flow model (the Cash Flow
"Transaction-Specific Cash Model") isis
Flow Model'')
used to
used to evaluate
evaluate the portfolio determine whether itit can
and determine
portfolio and can withstand an an estimated level of
estimated level while .
default while
of default
fully repaying the class
fully repaying the class of
of debt
debt under
under consideration.
consideration.

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GS
Footnote Exhibits - Page 5549

There can
There can be
be no assurancethat
noassurance thatactual lossonon the
actual loss Collateral Assets
the Collateral will not
Assetswill exceedthose
not exceed those
assumed in the application of the Standard
assumed in the application of the Standard && Poor's
Poor's CDO
COO Monitor
Monitor or
or that
that recovery
recoveryrates
ratesand
and timingof
thetiming
the of
recovery
recovery with
with respect
respect thereto
thereto will
will not
notdiffer
differfrom
from those
those assumed
assumed in
inthe
the Transaction-Specific
Transaction-8pecific Cash
Cash Flow
Flow
Model. The
Model. TheIssuers makeno
Issuersmake representationas
norepresentation astotothe expected rate
theexpected defaultson
rateofofdefaults theportfolio
onthe astoto
portfolioororas
the expected timing
the expected timing of of any
any defaults
defaults that
thatmay
may occur.
occur.

S&P's rating
S&P's ratingofofthe
theNotes will be
Noteswill establishedunder
be established assumptionsand
various assumptions
undervarious scenarioanalyses.
andscenario analyses.
There can be no assurance,
There can be no assurance, and
and no
no representation
representation is
ismade,
made, that
thatactual
actual defaults
defaultson
onthe
the Collateral
CollateralAssets
Assets
will not
will notexceed
exceed those
those inin S&P's analysis, or
S&P's analysis, that recovery
orthat rates with
recovery rates respectthereto
with respect (and, consequently,
thereto (and, consequently,
lossrates)
loss rates)will
willnot differfrom
notdiffer thosein
fromthose S&P'sanalysis.
inS&P's analysis.

SECURITY FOR
SECURITY THE NOTES
FORTHE NOTES
. Under
Under the
the terms
terms of of the Indenture, the
the Indenture, Issuer will
the Issuer grant to
will grant to the Trustee, for
the Trustee, benefit of
the benefit
for the of the
the
Secured Parties
Parties (but
(but not
not the
the Holders
Holders of
of the
the Income
Income Notes),
Notes), aa first
first priority
priority perfected
perfected security
security interest
interest in
inthe
the
Secured
Collateral (subject
Collateral (subject to to the SynthetiC Security
the Synthetic interest in
Counterparty's interest
Security Counterparty's in the Swap Collateral),
Default Swap
the Default Collateral),
including the Collateral Assets, that
that is
is free
free of
of any
any adverse
adverse claim,
claim, to
to secure
secure the
the Issuers'
Issuers' obligations
obligations under
under
including the Collateral Assets,
the
the Indenture,
Indenture, the
the Notes
Notes and
and the
the Cashflow
Cashflow Swap
Swap Agreement.
Agreement.

On the Closing
On the the Issuer
Date, the
Closing Date, expects to
Issuer expects to acquire U.S.$1,OOO,000,000 in
approximately U.S.$1,000,000,000
acquire approximately in
aggregate Principal Balance
Balance of
of Collateral
Collateral Assets. The
The Collateral
Collateral Assets
Assets are
are expected
expected to
to consist
consist of
of CDO
COO
aggregate Principal
Securities and
Securities and Synthetic
Synthetic Securities Obligations of
Reference Obligations
Securities (the Reference which are
of which Securities). Certain
COO Securities).
are CDO Certain
information with respect to the Collateral
information with respect to the Collateral Assets
Assets and
and the
the Reference
Reference Obligations
Obligations is
is included
included Appendix B
in Appendix
in B
herein.
herein. ThisThis information.
information. was
was provided
provided by
by or
or derived
derived from
from information
information provided
provided by
by the
the issuers,
issuers,
underwriters and/or
underwriters and/or the underlying Collateral Asset. None
each underlying
the servicers for each None of of the Issuers, the
the Issuers, the Initial
Initial
Purchaser, the Collateral Manager,
Purchaser, the Collateral Manager, the the Collateral Administrator, the
the Cashflow
Cashflow Swap
Swap Counterparty,
Counterparty, the
the
Synthetic Security
Synthetic Security Counterparty
Counterparty (or any
any guarantor
guarantor thereof), the
the Trustee,
Trustee, any of their
their affiliates
affiliates or
or any
any party
party
on their
on their behalf
behalf has
has made independent review or verification as to
any independent
made any to the accuracy and
the accuracy completeness of
and completeness of
the information contained below.
the information contained below. Accordingly, prospective
prospective purchasers must
must make
make their
their own
own evaluation
evaluation
regarding the extent
regarding the extent to
to which information in
which they will rely on such information investment decision.
in making an investment decision.
The Collateral
The Collateral Assets
Assets
The
The Collateral Assets had
Collateral Assets had anan aggregate U.S.$1,000,000,000
aggregate Principal Balance of approximately U.S.$1,OOO,000,000
(an aggregate "Collateral Asset
(an aggregate "Collateral Asset Principal Principal Balance")
Balance") on or about March 21,
21, 2007 (the
(the "Reference Date').
"Reference Date").
The
The Reference
Reference Date Date balances
balances of of the Collateral Assets reflect their after giving
Balances after
their Principal Balances to
effect to
giving effect
distributions received on March 21,
distributions received on March 21, 2007 and (without
(without duplication)
duplication) after
after application
application of
of all
all payments
payments due
due on
on
the
the Collateral
Collateral Assets
Assets before
before the Reference Date, whether or not
whether or However, the
received. However,
not received. distributions
first distributions
the first
on the Collateral Assets available to
on the Collateral Assets available to make payments on
payments on the Notes
Notes will
will be
be those
those made
made from
from March 27,
March 27,
2007 through the
2007 through the end end of
of the
the first
first Due
Due Period.
Period. The
The use
use of a
a later
later Reference
Reference Date
Date would
would result
result in
in a
a lower
lower
Reference
Reference Date Date balance
balance for certain Collateral
for certain consequently, aa lower
and, consequently,
Collateral Assets and, Collateral
aggregate Collateral
lower aggregate
Asset Principal Balance. Unless otherwise
Asset Principal Balance. Unless otherwise stated
stated herein,
herein, statistical
statistical information
information relating
relating to
to the
the Collateral
Collateral
Assets
Assets is
iscalculated
calculated on
on the
the basis
basis of
of the
the Principal
Principal Balances
Balances of
of such
such Collateral
Collateral Assets.
Assets.
For purposes of
For purposes of the
the information set forth
information set herein, unless
forth herein, otherwise specified,
unless otherwise Securities
Synthetic Securities
specified, Synthetic
included
included in
inthe
the Collateral
Collateral Assets
Assets are
are treated
treated in
in the
the category
category in
in which
which the
the related
related Reference
Reference Obligation
Obligation
would Securities, constituting
Synthetic Securities, approximately 93.00%
constituting approximately of the
93.00% of Collateral
the Collateral
would be
be treated.
treated. All
All of
of the
the Synthetic
CDO
are COO
Assets (by Principal
Assets (by Principal Balance)
Balance) on
on the
the Closing
Closing Date
Date will
will reference
reference Reference
Reference Obligations
Obligations which
which are
Securities.
Securities.
On
On the.
the. Closing
Closing Date, the COO
Date, the Securities and
CDO Securities the Reference
and the Obligations which
Reference Obligations which are CDO
are COO
Securities include 56 whole and partial classes of CDO
Securities include 56 whole and partial classes of COO Securities,
Securities, representing
representing 100%
100% of
of the
the Principal
Principal
Balance ofofthe
Balance the Collateral
CollateralAssets
Assetsas as ofofthe Closing Date.
the Closing The following
Date. The listofofthe
following isisaalist classes
respective.classes
the respective.
and
andseries
seriesofofCOO
CDO Securities includedininthe
Securitiesincluded theCollateral Assets:
CollateralAssets:

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GoldmanSachs
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Footnote Exhibits - Page 5550

Percentage
Percentageofof
Principal
Principal Collateral
Collateral
Balance
Balance Assets
Assets Weighted
Weighted
asof
as 'of (byPrincipal
(by Principal Ratings
Ratings Average
Average
CollateralAsset
Collateral Asset ClosingDate
Closing Date Balance)
Balance) (Moody's/S&P)
(Moody's/S&P) CouponTypes
Coupon Types Ufe*
Ufe*
LOCH 2006-1A CC
LOCH 2006-1A 12,000,000
12,000,000 1.20%
1.20% A2/A
A2JA UBOR01M
UBOR01M 6.2
6.2
SMSTR2005-IA
SMSTR 2005-1A BB 10,000,000
10,000,000 1.00%
1.00% A3/A-
A3/A- syntheticspread
synthetic spread 7.1
7.1
TABS2006-5A
TABS 2006-5AA3 A3 20,000,000
20,000,000 2.00%
2.00% A2/A
A2JA LIBOR01M
LlBOR01M 6.8
6.8
TOPG2005-1A
TOPG 2005-1ABB 15,000,000
15,000,000 1.50%
1.50% A3/A-
A3/A- syntheticspread
synthetic spread 7.5
7.5
VRGO2006-1A
VRGO 2006-1 AA3A3 15,000,000
15,000,000 1.50%
1.50% A2/A
A2JA syntheticspread
synthetic spread 6.8
6.8
ACABS 2005-2A
ACABS 2005-2A A3
A3 18,240,508
18,240,508 1.82%
1.82% A3/A-
A3/A- syntheticspread
synthetic spread 9.6
9.6
OUKEF2006-10A
DUKEF 2006-10AA3 A3 20,000,000
20,000,000 2.00%
2.00% A2/A
A2JA syntheticspread
synthetic spread 6.8
6.8
GSCSF 2006-2A
GSCSF 2006-2A D 0 20,000,000
20,000,000 2.00%
2.00% A2/A
A2IA syntheticspread
synthetic spread 5.3
5.3
GEMST 2005-4A
GEMST 2005-4AC C 20,000,000
20,000,000 2.00%
2.00% A2/A
A2JA syntheticspread
synthetic spread 5.3
5.3
PINEM 2005-A
PINEM 2005-A C C 20,000,000
20,000,000 2.00%
2.00% A2/A
A2IA syntheticspread
synthetic spread· 4.1
4.1
RIVER 2005-1A
RIVER 2005-1A C C 15,000,000
15,000,000 1.50%
1.50% A2IA
A2IA syntheticspread
synthetic spread 6.0
6.0
STAK2006-1A
STAK 2oo6-1A 55 20,000,000
20,000,000 2.00%
2.00% A2/A
A2IA syntheticspread
synthetic spread 8.0
8.0
VERT 2006-IA
VERT 2006-1A A3 A3 20,000,000
20,000,000 2.00%
2.00% A2IA
A2IA synthetic spread
synthetic spread 6.4
6.4
OVSQ 2005-5A
DVSQ 2005-5A C C 15,000,000
15,000,000 1.50%
1.50% A2/A
A2JA synthetic spread
synthetic spread 7.9
7.9
CAMBR5AB
CAMBR 5A B 15,000,000
15,000,000 1.50%
1.50% A3/A-
A3/A- synthetic spread
synthetic spread 7.6
7.6
CRNMZ 2006-2A
CRNMZ 2006-2A C 3,000,000 0.30%
0.30% A2/A
A2JA LIBORO3M
LlBOR03M 6.9
6.9
BLHV 2005-IA
BLHV 2005-1A C . 15,000,000
15,000,000 1.50%
1.50% A2/A
A2JA synthetic spread
synthetic spread 6.3
6.3
FTORB 2005-1A
FTDRB 200s.:1A A3L
A3L 15,000,000 1.50%
1.50% A2/A
A2JA synthetic spread
synthetic spread 6.5
6.5
ICM 2005-2A
ICM 2005-2A C C 15,000,000 1.50%
1.50% A2/A synthetic spread
synthetic spread 6.2
6.2
SCF 8A
SCF 8AC C 14,782,894 1.48%
1.48% A2/A
A2JA synthetic spread
synthetic spread 6.0
6.0
2006-HG1A C
ABAC 2006-HG1A 6,000,000 0.60%
0.60% A2/A
A2JA LIBOR01M
LlBOR01M 6.8
6.8
ABAC 2006-HGlA
ABAC 2oo6-HG1A D 0 9,000,000
9,000,000 0.90% A3/A- LIBOR01M
LlBOR01M 6.8
6.8
TOPG 2006-2A
TOPG 2006-2A B B 10,000,000 1.00%
1.00% A2IA LIBOR01M
LlBOR01M 7.2
7.2
CRNMZ 2006-2A C
CRNMZ 17,000,000 1.70%
1.70% A2/A
A2JA synthetic spread 6.5
6.5
FORTS 2006-2A
FORTS 2oo6-2A C C 20,000,000 2.00% A2/A
A2JA synthetic spread 5.4
5.4
ICM
ICM 2006-3A C 20,000,000 2.00% A2/A
A2JA synthetic spread 6.7
6.7
ACABS 2oo6-1A
ACABS 2006-1A A3L
A3L 19,939,607 1.99%
1.99% A2/A
A2IA synthetic spread
spread 7.0
7.0
CACOO 2006-1A C1
CACDO 2006-1A Cl . 20,000,000 2.00% A2/A
A2IA synthetic spread 7.5
7.5
GSCSF
GSCSF 2006-4A A3 20,000,000 2.00% A21A
A2JA synthetic spread 6.9
INOE7
INDE7 7A
7A 0D 20,000,000
20,000,000 2.00% A3/A- synthetic spread 5.1
LSTRT
LSTRT 2006-1A
2006-1A 0D 20,000,000
20,000,000 2.00% A2/A
A2JA synthetic spread 6.2
6.2
TABS
TABS 2005-4A
2005-4A 0D 20,000,000
20,000,000 2.00% A2/A
A2JA synthetic spread 6.7
6.7
BFCSL
BFCSL 2oo6-1A
2006-1A 0D 20,000,000
20,000,000 2.00%
2.00% A2/A
A2JA synthetic spread 7.6
7.6
ICM
ICM 2006-S2A
2006-S2A A3LA3L 10,000,000
10,000,000 1.00%
1.00% A2/A LIBORO3M
LlBOR03M 6.0
6.0
SHERW
SHERW 2005-2A
2005-2A C C 20,000,000
20,000,000 2.00% A2/A
A2JA synthetic spread 6.0
6.0
AOROC
ADROC 2005-2A
2005-2A C C 20,000,000
20,000,000 2.00%
2.00% A2/A
A2IA synthetic spread 5.3
5.3
GRAND
ORAND 2005-1A
2005-IA C C 20,000,000
20,000,000 2.00%'
2.00% A2/A
A2JA synthetic spread 7.3
7.3
STAK
STAK 2006-2A
2006-2A 55 20,000,000
20,000,000 2.00%
2.00% A2/A
A2JA synthetic spread 7.0
7.0
NEPTN 2006-3A
2006-3A B B 20,000,000
20,000,000 2.00%
2.00% A2IA
A2IA spread
synthetic spread 5.7
5.7
OGCDO
DGCDO 2006-2A
2006-2A C C 20,000,000
20,000,000 2.00%'
2.00% A2/A
A2JA spread
synthetic spread 6.2
6.2
AOMSQ
ADMSQ 2006-1A
2006-1A CC 20,000,000
20,000,000 2.00%
2.00% A2/A
A2JA synthetic spread
synthetic spread 6.5
6.5
MNTRS
MNTRS 2oo6-1A
2006-lA CC 20,000,000
20,000,000 2.00%
2.00% A2/A
A2JA synthetic spread
synthetic spread 6.8
6.8
CETUS
CETUS 2006-1A
2006-IA BB 20,000,000
20,000,000 2.00%
2.00% A2/A
A2IA synthetic spread
synthetic spread 6.7
6.7
CETUS
CETUS 2006-2A
2006-2A BB 20,000,000
20,000,000 2.00%
2.00% A2/A
A2JA synthetic spread
synthetic spread 6.6
6.6
GSCSF
GSCSF 2oo6-1A
2006-1A BB 20,000,000
..20,000,000 2.00%
2.00% A2/A
A2IA synthetic spread
synthetic spread 6.4
6.4
MKP6AC
MKP 6A C 20,000,000
20,000,000 2.00%
2.00% A2/A
A2JA 'synthetic spread
synthetic spread 6.6
6.6
SHERW
SHERW 2006-3A
2006-3AA3A3 20,000,000
20,000,000 2.00%
2.00% A2/A
A2JA synthetic spread
syntheticspread 6.6
6.6
PYXIS
PYXIS 2006-1A
2006-IACC 20,000,000
20,000,000 2.00%
2.00% A2A
A2JA synthetic spread
synthetic spread 6.8
6.8
GLCR
GLCR 2006-4A
2006-4A CC 9,936,305
9,936,305 0.99%
0.99% A2IA
A2IA synthetic spread
syntheticspread 4.8
4.8
MAYF
MAYF 2006-1
2006-1AA A3L
A3L . 2.0,000,000
20,000,000 2.00%
2.00% A2A
A2JA synthetic spread
syntheticspread 6.4
6.4
TRNTY
TRNTY 2oo5-1A
2005-1A BB 20,000,000
20,000,000 2.00%
2.00% A3/A-
A3/A- synthetic spread
syntheticspread 8.8
8.8
TOPG
TOPG 2006-2A
2006-2A BB 10,000,000
10,000,000 1.00%
1.00% A2IA
A2IA synthetic spread
syntheticspread 7.2
7.2

91
91

Confidential Treatment
Confidential Goldman Sachs
by Goldman
Requested by
Treatment Requested Sachs MBS-E-021825461
GS MBS-E-02182S461
GS
Footnote Exhibits - Page 5551

Percentage of
Percentage
Principal Collateral
Collateral
Balance
Balance Assets
Assets Weighted
Weighted
as
as of
of (by Principal
(by Principal Ratings
Ratings Average
Average
Collateral Asset
Collateral Asset Closing Date
Closing Date Balance)
Balance) (Moody's/S&P)
(Moody's/S&P) Coupon Types
Coupon Types Ufe*
Ufe*
2006-6A C
DVSQ 2006-6A
DVSQ C 15,000,000 1.50%
1.50% A2/A
A21A synthetic spread
synthetic spread 8.2
8.2
2005-1A A3
GSCSF 2005-IA
GSCSF 20,000,000 2.00%
2.00% A2/A
A21A synthetic spread
synthetic spread 5.3
5.3
2006-1 A A3L
BFCGE 2006-1A
BFCGE 19,852,320
19,852,320 1.99%
1.99% A2/A
A21A synthetic spread
synthetic spread 7.0
7.0
CAMBR 7A
CAMBR 7A C 20,248,366 2.02%
2.02% A2/A
A21A synthetic spread
synthetic spread 7.9
7.9
CRNMZ 2006-1A
CRNMZ 2006-1A 5 15,000,000
15,000,000 1.50%
1.50% A2/A
A21A synthetic spread
synthetic spread 7.2
7.2
VERT 2006-2A
VERT 2006-2A A3 A3 20,000,000 2.00%
2.00% A2/A
A21A synthetic spread
synthetic spread 5.8
5.8
* For Weighted Average
For purposes hereof, the Weighted Collateral Asset
Ufe of each Collateral
Average Life been calculated
has been
Asset has In accordance
individually in
calculated Individually accordance
with market Such methodology may
convention. Such
market convention. differ as
may differ as between Collateral Asset
between each Collateral and may not reflect
Asset and reflect the actual Weighted
the actual Weighted
Ufe of such Collateral Asset
Average Life Asset

COO Securities are


Each of the CDO
Each issued by a special purpose issuer, all of the
debt securities issued
are debt
assets of which are
assets pledged to repay
are pledged other classes of
COO Securities and other
repay the CDO of securities issued byby such
such
issuer. Certain of the CDO revoMng period during
COO Securities provide for a revolving proceeds of
during which certain proceeds of the
the
underlying assets
underlying are reinvested in
assets are during which the
period during
in additional assets, and for a lockout period the CDO
COO
Securities payments only in
Securities will be redeemed or receive principal payments limited circumstances. While
in limited While thethe
CDO Securities included in
classes of COO in the Collateral rated investment grade
Collateral Assets are each rated as of
grade as of the
the
date hereof, certain of the CDO
date in right of payment and
are subordinate in
COO Securities are junior to
rank junior
and rank to other
other
same issuance, and all of the CDO
in the same
securities in
securities Securities are senior to other more subordinate
COO Securities
same issuance. Certain
securities of the same COO Securities included in
Certain CDO Assets provide
the Collateral Assets
in the for the
provide for the
pay current
deferral of interest under certain circumstances and the failure to pay current interest on such
interest on classes of
such classes of
CDO Securities generally will not be an event of default so long as any more
COO senior classes of securities
more senior
would adversely affect the
are outstanding. The deferral of interest payments, if itit occurs, would cash flow
the cash flow
available to the Issuer.

B. The information included in


Appendix B. B to this Offering Circular and elsewhere
in Appendix B
not'purport to be complete and is subject to and qualified in its entirety by reference to, the
herein does not'purport
provisions of the various agreements pursuant to of the
each of
to which each the Collateral and the
Collateral Assets and Reference
the Reference
Obligations were issued as to the other documents referred to herein classes of
which certain classes
herein pursuant to which of
Prospective investors
the Collateral Assets and the Reference Obligations were originally offered. Prospective are
investors are
strongly urged to read them in information concerning the
in their entirety to obtain material information Collateral
the Collateral
Assets and the Reference Obligations. Investors Investors should note, however, that,
note, however, although they
that, although are
they are
in their overall presentation of information, this
substantially consistent in Offering Circular and
this Offering such
and such
Documents may vary in
Disclosure Documents in their use of defined terms, andand any
any particular defined term
particular defined should be
term should be
read in the context of the document in Notwithstanding the
in which itit is contained. Notwithstanding none of
foregoing, none
the foregoing, the
of the
respective issuers of the Collateral Assets or the Reference Obligations has passed on the accuracy or
completeness of this Offering Circular or is is in
in any way associated with
way associated of the
the offering of
with the the Securities, nor
Securities, nor
any such
does any
does make any representation or warranty as to the appropriateness of
such issuer make of any document for
any responsibility
offering of the Securities or take any
in connection with the offering
use in for such
responsibility for of the
None of
use. None
such use. the
the Collateral
Collateral Manager, the
Initial Purchaser, the Collateral
Issuers, the Initial Collateral Administrator, or the
Administrator, or the Trustee takes
Trustee takes
any responsibility
any for, or makes any representation or
responsibility for, or warranty to the
as to
warranty as accuracy or
the accuracy or completeness
completeness of,of,
Disclosure Documents used
any of the Disclosure used in offerings of
inconnection with the original offerings the Collateral
of the Assets.
Collateral Assets.
information provided
All numerical information
All the Collateral
to the
respect to
provided herein with respect Assets and
Collateral Assets the Reference
and the Reference
is provided
Obligations is
Obligations an approximate
provided on an as of,
approximate basis as unless otherwise
of, unless the Reference
specified, the
otherwise specified, Date.
Reference Date.
the Collateral
to the
information provided herein with respect to
average information
All weighted average Collateral Assets and the
Assets and Reference
the Reference
Date Balance.
by the related Reference Date
Obligations reflects weighting by

contained herein
information contained
The information Collateral Assets
herein with respect to the Collateral and the
Assets and Reference
the Reference
Obligations has been
Obligations been derived from aa variety
derived from variety of documents, and
including the disclosure documents,
sources including
of sources reports
and reports
from and communications with
from with the related trustee, master servicer
servicer, master
trustee, servicer, or special
servicer or special servicer. The
servicer. The
Issuers, the
Issuers, Collateral Manager,
the Collateral the Initial
Administrator, the
the Collateral Administrator,
Manager, the and the
Purchaser and
Initial Purchaser the Trustee are
Trustee are
their ability to
intheir
limited in the information
independently verify the
to independently from the
obtained from
information obtained sources.
above-referenced sources.
the above-referenced

92
92

Requested by
Treatment Requested
Confidential Treatment
Confidential Sachs
Goldman Sachs
by Goldman GS MBS-E-021825462
GS MBS-E-021825462
Footnote Exhibits - Page 5552

TheCoverage
The CoverageTests
Tests

The Coverage Tests


The Coverage will be
Tests will used primarily
be used determine whether
primarily toto determine may be
interest may
whether interest paid on
be paid on the
the
Class C Notes and the Class D Notes and
Class C Notes and the Class D Notes and whether
whether Proceeds
Proceeds will
will be
be paid
paid to
to the
the Holders
Holders of
of the
the Income
Income
Notes, and
Notes, andwhether Proceeds must
whether Proceeds mustbe be used make mandatory
usedtoto make redemptionsofofthe
mandatory redemptions ClassS-2
theClass Notes,the
S-2Notes, the
ClassA-1
Class A-1 Notes,
Notes,thethe Class Notes, the
A-2Notes,
ClassA-2 ClassB
the Class ClassC
theClass
Notes, the
B Notes, Notes and
C Notes andthe Class D
the Class Notes. See
DNotes. See
"Description of
"Description ofthe Securities-Principar' and
the Securities-Principal' "-Priority of
and "-Priority Payments." The
of Payments." Coverage Tests
The Coverage Tests willwill consist
consist
ofof the
the Class
Class A/B Overcollateralization Test,
NB Overcollateralization Test, the Class C
the Class Overcollateralization Test
C Overcollateralization Test andand the Class D
the Class D
Overcollateralization Test.
Overcollateralization Test. purposes of
For purposes
For of the Coverage Tests,
the Coverage Tests, the Class A
the Class A Adjusted
Adjusted
Overcollateralization Ratio,
Overcollateralization Ratio, the Class B
the Class B Adjusted Overcollateralization Ratio,
Adjusted Overcollateralization Ratio, the Class C
the Class C Adjusted
Adjusted
Overcollateralization Ratio and the
OvercollateralizatioilRatio and the Class
Class DD Adjusted
Adjusted Overcollateralization
Overcollateralization Ratio,
Ratio, (i)
(Q unless
unless otherwise
otherwise
specified, Synthetic Security
specified, aa Synthetic shall be
Security shall included as
be included Collateral Asset
as aa Collateral having the
Asset having characteristics of
the characteristics of the
the ..
Reference Obligation (including, for the purposes of determining whether
Reference Obligation (including, for the purposes of determining whether such
such Synthetic
Synthetic Security
Security is aa
is
Defaulted Obligation) and
Defaulted Obligation) not of
and not the Synthetic
of the provided, that
Security; provided,
Synthetic Security; that if Synthetic Security
such Synthetic
if such Security
Counterparty is in
Counterparty in default under the
default under related Synthetic
the related Security, such
Synthetic Security, Synthetic Security
such Synthetic shall not
Security shall not bebe
included in the Coverage
included in the Coverage Tests
Tests or
or such·
such Synthetic
Synthetic Security
Security will
will be
be treated
treated in
in such
such aa way
way that
that will
will satisfy
satisfy the
the
Rating Agency
Rating Condition and
Agency Condition (ii) the
and (ii) calculation of
the calculation the Class
of the Overcollateralization Ratio,
AlB Overcollateralization
Class A/B Ratio, the Class C
the Class C
Overcollateralization Ratio and the
Overcollateralization Ratio and the Class
Class D Overcollateralization
Overcollateralization Ratio
Ratio on
on any
any Determination
Determination Date
Date that
that
such Coverage
such Coverage TestTest is applicable shall
is applicable shall be made by
be made effect to
giving effect
by giving all payments
to all scheduled or
payments scheduled expected to
or expected to
be made pursuant to the Priority of Payments
be made pursuant to the Priority of Payments on
on the Payment
Payment Date
Date following
following such
such Determination
Determination Date
Date
with certain
with certain exceptions.
exceptions. See "Description of
See "Description Securities-Principar' and
the Securities-Principar'
of the "-Priority of
and "-Priority. Payments." For
of Payments." For
purposes of each of the Class A/B Overcollateralization
purposes of each of the Class AlB Overcollateralization Test,
Test, the Class
Class C Overcollateralization
Overcollateralization Test and
Test and
the Class
the Class D notwithstanding the
Overcollateralization Test, notwithstanding
0 Overcollateralization definition of
the definition Balance contained
Principal Balance
of Principal contained
herein, the
herein, the Principal Balance of any
Principal Balance that is
security that
any security currently paying cash interest
is not currently interest (excluding any any
security that
security that is,
is, in
in accordance with its terms,
terms, making
making payments due thereon
thereon "in
"in kind")
kind") shall
shall be
be the
the
accreted value
accreted value ofof such
such security
security as as ofof the date on on which it purchased by
it was purchased Issuer; provided, that
the Issuer;
by the
such accreted value
such accreted value shall
shall not exceed the par amount of
not exceed such security.
of such

The Class A/B Overcol/atera/ization Test


AlB Overcollateralization
The "Class AB
The AlB Overcollateralization Ratio" as of any Determination Date will
Determination Date will equal the ratio
equal the ratio
(expressed as a percentage)
(expressed as a percentage) obtained by dividing (i)
(Q the Net Outstanding Portfolio
Portfolio Collateral
Collateral Balance
Balance on
on
such Determination Date (for the purposes of such calculation, the Net
such Determination Net Outstanding Portfolio Collateral
Portfolio Collateral
. Balance will not
Balance will not include Investments) by
include Principal Proceeds held as cash and Eligible Investments) (ii)the
by (ii) of the
sum of
the sum the
Outstanding Amount cif
Aggregate Outstanding
Aggregate of the Class AA Notes and the Class BB Notes minus Principal
Notes minus Proceeds
Principal Proceeds
expected
expected to
to be
be available
available prior to clause (xii) of the Priority of Payments on related Payment
the related
on the Date
Payment Date
assuming
assuming that
that the
the Coverage
Coverage Tests are satisfied.
The "Class NB
The "Class A/B Overcollateralization be satisfied on any Determination Date
Overcollateralization Test" will be Date on which
on which
any Class A Notes or Class
any Class A Notes or Class B
B Notes remain outstanding if
if the Class AB
AlB Overcollateralization
Overcollateralization Ratio
Ratio on
on
such
such Determination Date isis equal to or
Determination Date greater than 106.4%. As
or greater As of the Closing
of the Date, the
Closing Date, A/B
Class AlB
the Class
Overcollateralization Ratio isisexpected to
Overcollateralization Ratio to 109.6%.
be equal to
to be
The Class CCOvercol/ateralization
The Class Test
Overcollateralization Test
The
The "Class
"Class CC Overcollateralization
Overcollateralization Ratio"Ratio" asas ofof any Determination Date
any Determination will equal
Date will ratio
the ratio
equal the
(expressed
(expressed as as aa percentage) obtained by
percentage) obtained dividing (Q
by dividing (i)the Net Outstanding
the Net Portfolio Collateral
Outstanding Portfolio Balance on
Collateral Balance on
such Determination
such Determination Date
Date (for
(for the
the purposes
purposes of
of such
such calculation,
calculation, the
the Net
Net Outstanding
Outstanding Portfolio
Portfolio Collateral
Collateral
Balance
Balance will
will not
not include
include Principal Proceeds held
Principal Proceeds held as cash and
as cash Investments) by
Eligible Investments)
and Eligible (ii)the
by (ii) sum of
the sum the
of the
Aggregate Outstanding Amount
Aggregate Outstanding Amount of
of the
the Notes
Notes (other
(other than
than the
~he Class
Class SS Notes
Notes and
and the
the Class
Class D
D Notes
Notes and
and
including
including Class
Class CCDeferred
Deferred Interest), minus Principal
Interest), minus expected to
Proceeds expected
Principal Proceeds to be available prior
be available clause
to clause
prior to
(xii) of the Priority of Payments on the related Payment
(xii) of the Priority of Payments on the related Payment Date
Date assuming
assuming that
that the
the Coverage
Coverage Tests
Tests are
are
satisfied.
satisfied.
The
The "Class
"Class CCOvercollateralization
Overcollateralization Tesf' will be
Test" will satisfied on
be satisfied any Determination
on any Date on
Determination Date any
which any
on which
Class C Notes remain outstanding if the Class C Overcollateralization
-Class C Notes remain outstanding if the Class C Overcollateralization Ratio
Ratio on
on such
such Determination
Determination Date
Date-
isisequal
equal toto oror greater
greater than
than 103.3%.
103.3%. As the Closing
As ofof the the Class
Date, the
Closing Date, Ratio isis
Overcollateralization Ratio
Class CCOvercollateralization
expected
expected totobe be equal
equal to 105.5%.
to 105.5%.

93
93

Confidential
Confidential Treatment byGoldman
Requested by
Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825463
GS MBS-E-021825463
Footnote Exhibits - Page 5553

The Class D
D Overcol/ateralization
Overcollateralization Test
Determination Date will equal the
The "Class 0D Overcollateralization Ratio" as of any Determination the ratio
ratio
(expressed as a a percentage) obtained by dividing (Q Portfolio Collateral
(i)the Net Outstanding Portfolio Collateral Balance
Balance onon
such Determination Date (for the purposes of such calculation, the Net Outstanding PortfolioPortfolio Collateral
Collateral
Balance will not include Principal Proceeds held as cash and Eligible Investments) by (ii) (ii)the sum of the
Aggregate Outstanding Amount of the Notes (other than the Class S
Aggregate S Notes
Notes and
and including
including Class
Class· CC
Deferred Interest and Class 0 Deferred Interest), minus Principal Proceeds expected to be available prior
D Deferred
(xii) of the Priority of Payments on the related Payment Date assuming that the Coverage Tests
to clause (xiQ
are satisfied.

Test" will be satisfied on any Determination


The "Class 0D Overcollateralization Tesf' Determination Date on which any
0 Notes remain outstanding ififthe Class 0
Class D Determination Date
D Overcollateralization Ratio on such Determination Date
%. As of the Closing Date, the Class 0D Overcollateralization Ratio is
101.1%.
is equal to or greater than 101.1 is
expected to be equal to 102.2%.

Disposition of COO
CDO Securities and Removal
Removal of Reference
Reference Obligations
The Collateral Assets may be retired, or in in the case of a Synthetic Security, removed from the
reference portfolio, prior to their respective final maturities due to, among other things, the the existence and and
frequency of exercise of any optional or mandatory redemption features of such Collateral Assets and the
Reference Obligations related thereto. In In addition, pursuant to the Indenture and subject to the
restrictions contained therein, so long as no Event of Default has occurred and is is continuing, the the
Collateral Manager may direct the Issuer to sell Credit Risk Obligations, Defaulted Defaulted Obligations or equity
securities or assign or terminate Synthetic Securities the Reference Obligations of which are Credit Risk
Obligations, Defaulted Obligations or equity securities. securities . The assignment, termination termination or disposition price
for any such sale or removal of a Collateral Asset will equal the fair market value of such Collateral Asset.
The fair market value of any such Collateral Asset will be the highest bid received by the the Collateral
Collateral
Manager after attempting to solicit a bid from up to
Manager to three independent third parties
three independent parties making a market in
a market in
such Collateral Asset, at least one of which is
such· is not from the CollateralCollateral Manager; provided that, that,. ifif upon
commercially reasonable efforts of the Collateral Manager, bids from three independent third parties
making
making a a market in in such Collateral Asset are not available, the higher of the bids from two such third
parties may be used; provided, provided, further that, ifif upon commercially reasonable efforts of the Collateral
Manager, bids from two independent third parties making a a market in in such Collateral Asset are not not
available, one such bid may be used so long as it is Collateral Manager.
is not from the Collateral Manager. TheThe proceeds
proceeds from from
any such sale of Collateral Asset will be applied as Principal Proceeds on the next succeeding Payment Payment
Date. A "Credit
Date.· "Credit Risk Obligation" is is a a Collateral Asset and, in in the case of Synthetic Securities, a a
Reference Obligation (i) (i)the rating of which has been downgraded, qualified or withdrawn by any any Rating
Rating
Agency or has been put on "negative "negative credit watch" or similar status for possible downgrading, downgrading,
qualification or withdrawal from the ratings that were in in place as of the date the Issuer purchased such
Collateral Asset or entered into such Synthetic Security and in in respect of which the Collateral Manager Manager
believes that, since such Collateral Asset was purchased or such Synthetic Security was entered into by by
the Issuer, it it has a
a material risk of declining in in credit quality or, with aa lapse of time, a a risk of becoming a
Defaulted Obligation or (ii) in respect of which the Collateral Manager believes that, since such
(ii)in Collateral
stich Collateral
Asset was purchased or such Synthetic Security was entered into by the Issuer, it has has a material
material risk of
declining in in credit quality or, with a lapse of time, a risk of becoming a a Defaulted Obligation; provided that,
if Moody's has withdrawn or reduced its long-term ratings on any of the Class S S Notes, the Class A Notes
or the Class B B Notes by two or more subcategories below the ratings in in effect
effect on
on thethe Closing
Closing Date
(disregarding any withdrawal or reduction ifif subsequent thereto Moody's has upgraded any such reduced
or withdrawn ratings to at least one subcategory below the initial long-term rating) or if Moody's has
withdrawn or reduced its long-termlong-term ratings on any of the Class C C Notes or the Class D 0 Notes by three or or
more
more subcategories below the ratings in in effect on the Closing Date (disregarding any withdrawal or or
reduction ifif subsequent thereto Moody's has upgraded any such reduced or withdrawn ratings to at
withdrawn ratings at least
least
twosiJbcategories
two subcategories below
below the initial
the initial long-term
long-term rating), (a)
rating), (a) such Reference
such Reference Obligation
Obligation or
or Collateral
Collateral Asset
Asset

downgraded by Moody's at least one or more rating subcategories since itit was acquired by the
has been downgraded

94
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Confidential Treatment Requested by Goldman Sachs


Confidential Treatment GS MBS-E-021825464
MBS-E-021825464
Footnote Exhibits - Page 5554

Issueroror placed
Issuer placedby byMoody's
Moody'son on aawatchwatch listlistwith implicationssince
negativeimplications
with negative sincethe thedatedateon whichsuch
on which such
Reference Obligation or Collateral Asset was purchased
Reference Obligation or Collateral Asset was purchased byby the
the Issuer,
Issuer, (b)
(b) the
the Holders
Holders ofofaaMajority
Majority ofofthe
the
Controlling Class
Controlling Class vote vote toto waive
waive the
the requirement
requirement of
of subclause
subclause (a)
(a) ofof this
this proviso
proviso or
or (c)
(c) such
such Reference
Reference
ObligationororCollateral
Obligation CollateralAssetAssethas experiencedan
hasexperienced increasein
anincrease incredit spreadofof10%
creditspread 10%orormore comparedtoto
morecompared
the credit spread at which such Reference Obligation
the credit spread at which such Reference Obligation oror Collateral
Collateral Asset
Asset was
was purchased
purchased by
by the Issuer,
the Issuer,
determined
determined byby reference
reference toto an
an applicable
applicable index
index selected
selected byby the
the Collateral
.Collateral Manager
Manager (subject
(subject toto the
the
satisfaction of the Rating Agency Condition with respect
satisfaction of the Rating Agency Condition with respect toto Moody's).
Moody's). The
The proceeds
proceeds from
from the
the disposition
disposition
ofofaaCollateral
CollateralAssetAssetmay maynot notbe reinvestedin
bereinvested inother CollateralAsset.
otherCollateral Asset.

TheIssuer
The Issuermaymayalsoalso(i) inthe
(i) in caseof
thecase ofan Auction,at
anAuction, directionof
thedirection
atthe theCollateral
ofthe Manager, direct
CollateralManager, direct
the Trustee
the Trustee toto sell, terminate or
sell, terminate assign and
or assign and the Trustee shall sell, terminate or assign in
the Trustee shall sell, terminate or assign the manner
in the manner
directed by
directed by the
the Collateral Managerin
Collateral Manager writing, the
inwriting, the Collateral Assets and
Collateral Assets liquidate the
and liquidate remaining Collateral
tneremaining Collateral
in connection
in connection with with an
an Auction; provided, that
Auction; provided, that thethe criteria for an
criteria for Auction can
anAuction can be demonstrably met
be demonstrably prior to
met prior to
any such sale and that the expected Liquidation
any such sale and that the expected liquidation Proceeds
Proceeds equal
equal or
or exceed
exceed the
the Minimum
Minimum Bid
Bid Amount;
Amount;
(Ii) in
(ii) in the
the case
case of of aa Tax Redemption, at
Tax Redemption, at the direction, or
the direction, with the
or with consent, of
the consent, the Collateral
of the Manager on
Collateral Manager on
any Payment Date, direct the Trustee to sell, terminate
any Payment Date, direct the Trustee to sell, terminate or
or assign,
assign, and
and the
the Trustee
Trustee shall
shall sell,
sell, terminate
terminate or
or
assign in the manner directed by
by the
the Collateral
Collateral Manager
Manager inin writing,
writing, the
the Collateral
Collateral Assets
Assets and
and liquidate
liquidate the
the
assign in the manner directed
remaining Collateral
remaining Collateral in in connection
connection with Redemption; provided
Tax Redemption;
with aaTax provided that that the criteria for
the criteria for a Tax Redemption
a Tax Redemption
can be demonstrably met prior
can be demonstrably met prior to
to any
any such
such sale
sale and
and that
that the
the expected
expected Liquidation
Liquidation Proceeds
Proceeds equal or
equal or
exceed the
exceed the Total Redemption Amount;
Total Redemption Amount; and (iii) in
and (iii) case of
the case
in the an Optional
of an Redemption by
Optional Redemption Liquidation, at
by Liquidation, at
the direction
the direction of of the
the Collateral Manager, direct
Collateral Manager, direct the Trustee to
the Trustee to sell, terminate or
sell, terminate assign and
or assign and thethe Trustee
Trustee
shall sell,
shall sell, terminate
terminate or assign in
or assign the manner
in the directed by
manner directed by the Manager in
Collateral Manager
the Collateral writing, the
in writing, the Collateral
Collateral
Assets and liquidate the remaining Collateral in connection with
Assets and liquidate the remaining Collateral in connection with an Optional
Optional Redemption
Redemption by
by Liquidation;
Liquidation;
provided that
provided that the
the criteria
criteria for
for anan Optional Redemption by Liquidation
Optional Redemption l..iquidation can can be demonstrably met
be demonstrably prior to
met prior to any
any
such sale
such sale andand that the expected Liquidation Proceeds
that the Proceeds equal or or exceed the Redemption Amount.
Total Redemption
the Total Amount.
See "Description
See "Description of of the Securities-Auction," "-Tax Redemption"
the Securities-Auction," Redemption" and "-Optional Redemption by by
Liquidation."
Liquidation."
Accounts
Accounts
Pursuant
Pursuant to to the Indenture, the Issuer shall cause there to be
the Indenture, be opened
opened and and at all times
at all maintained
times maintained
the Collection
the Collection Account,
Account, the Payment Account, the Expense Reserve
the Payment Reserye Account, the the Collateral Account, the
Collateral Account, the
Cashflow
Cashflow Swap Termination Receipts Account, the Cashflow Swap Replacement
Swap Termination Replacement Account,Account, the the Cashflow
Cashflow
Swap
Swap Collateral
Collateral Account,
Account, the Default Swap Collateral Account and
the Default and the Synthetic Security
the Synthetic Collateral
Security Collateral
Account (each as hereinafter defined),
Account (each as hereinafter defined), each of which shall be
be a
a segregated
segregated account
account or
or sub-account
sub-account
established
established with with thethe Securities
Securities Intermediary in in the name of Trustee for
the Trustee
of the for the benefit of
the benefit Secured
the Secured
of the
Parties
Parties asas further
further described Indenture. Each Account is
described ininthe Indenture. is required to be maintained by the
to be maintained by the Trustee Trustee
or by another financial institution
or by another financial institution that
that is
is an
an Eligible
Eligible Depositary.

All
All distnbutions
distributions on on the Assets and
Collateral Assets
the Collateral and any received from
proceeds received
any proceeds from the disposition of
the disposition any
of any
Collateral Assets, all net proceeds from, and
Collateral Assets, all net proceeds from, and associated
associated with the
the issuance
issuance of
of the
the Notes
Notes and
and the
the Income
Income
Notes
Notes not
not used
used on on the
the Closing
Closing DateDate to purchase Collateral
to purchase Assets or
Collateral Assets Default Swap
or Default Collateral or
Swap Collateral or to enter
to enter
into
into Cashflow
Cashflow Swap Agreement or
Swap Agreement or toto be deposited to
be deposited the Default Swap Collateral Account,
to the Default Swap Collateral Account, the initial the initial
payment, if any, pursuant
payment, if any, pursuant to to the
the Cashflow
Cashflow Swap
Swap Agreement,
Agreement, any
any Cashflow
Cashflow Swap
Swap Receipt
Receipt Amounts
Amounts
received
received prior
prior toto aaPayment
Payment Date and any
Date and other amounts
any other transferred to
amounts transferred the Collection
to the Account from
Collection Account other
from other
Accounts as provided for in the
Accounts as provided for in the Indenture
Indenture will
will be
be remitted
remitted to
to an
an account
account (the
(the "Collection
"Collection Account")
Accounf') and
and will
will
bebe available,
available, together
together with with reinvestment thereon, for
earnings thereon,
reinvestment earnings for application accordance with
application ininaccordance Priority
the Priority
with the
ofofPayments.
Payments.
On
On the
the Business
Business Day prior toto each
Day prior Payment Date
each Payment than aaFinal
other than
Date other Payment Date
Final Payment Date (the "Transfer
(the''Transfer
Date"),
Date"), the
the Trustee
Trustee will will deposit
deposit into separate account
into aaseparate (the"Payment
account (the Account") all
"Payment Account") (including any
funds (including
all funds any
reinvestment income) in the Collection Account
reinvestment income) in the Collection Account (to
(to the
the extent
extent received
received prior
prior toto the
the end
end of
of the
the related
related Due
Due
Period)
Period) and
and anyanyCashflow
Cashflow Swap ReceiptAmount
Swap Receipt received on
Amount received on the TransferDate
theTransfer relatedtotosuch
Date related Payment
suchPayment
Date
Datefor
forapplication accordancewith
applicationininaccordance withthe thePriority Payments.
PriorityofofPayments.
Principal
PrincipalProceeds shallbe
Proceeds shall the Collection
deposited ininthe
bedeposited and applied
Account and
Collection Account with
accordancewith
applied ininaccordance
the Priority
the Priorityof
ofPayments
Payments except
except asas otherwise
otherwise provided
provided herein.
herein.

95
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Confidential
ConfidentialTreatment
TreatmentRequested byGoldman
Requested by Sachs
Goldman Sachs MBS-E-021825465
GSMBS-E-021825465
GS
Footnote Exhibits - Page 5555

OnOnthe
theClosing
ClosingDate, U.S.$200,OOOfrom
Date,U.S.$200,000 fromthe proceedsofofthe
netproceeds
thenet offeringofofthe
theoffering Securitieswill
theSecurities willbe be
and maintained by the Trustee
deposited by the Trustee into a single, segregated account established
deposited by the Trustee into a single, segregated account established and maintained by the Trustee
underthe
under theIndenture
Indenture(the "ExpenseReserve
(the"Expense Account"). On
ReserveAccount'). Oneach PaymentDate,
eachPayment Date,totothe extentthat
theextent thatfunds
funds
are available
are availableforfor such
such purpose
purpose in accordance with
in accordance subject·totothe
and subject
with and limitations of the Priority ofof
the limitations of the Priority
Payments,the
Payments, theTrustee
Trusteewill depositinto
willdeposit intothe ReserveAccount
ExpenseReserve
theExpense Accountan amountfrom
anamount Proceedssuch
from Proceeds such
thatthe
that theamount
amounton ondeposit
depositin ExpenseReserve
theExpense
inthe Account(after
ReserveAccount givingeffect
(aftergiving deposit)will
suchdeposit)
effecttotosuch willequal
equal
U.S.$200,OOO. Amounts
U.S.$200,000. Amountson depositin
ondeposit theExpense
inthe Accountmay
ReserveAccount
ExpenseReserve maybe withdrawnfrom
bewithdrawn fromtimetimetototime
time
to pay accrued and
to pay accrued and unpaid unpaid Administrative
Administrative Expenses
Expenses of
of the
the Issuers.
Issuers. With
With respect
respect totothe
the first
firstPayment
Payment
Date,funds
Date, fundson ondeposit
depositininthe
theExpense
ExpenseReserve Accountin
ReserveAccount U.S.$200,OOOwill
excessofofU.S.$200,000
inexcess willbe transferredby
betransferred by
the Trustee to the Payment Account
Account for
for application
application asas interest
interest proceeds.
proceeds. All
All funds
funds onon deposit
deposit inin the
the
the Trustee to the Payment
Expense Reserve
Expense Reserve Account
Account atat the timewhen
the time substantially all
when substantially ofthe
all of assets have
Issuer's assets
the Issuer's have been sold or
been sold or
otherwise disposed of will
otherwise disposed of will bebe transferred
transferred by
by the
the Trustee
Trustee to
to the
the Payment
Payment Account
Account for
for application
application as
as
Proceedson
Proceeds onthe
theimmediately succeedingPayment
immediatelysucceeding PaymentDate.
Date.

The Synthetic
The SyntheticSecurities will require
Securitieswill thatthe
requirethat purchaseor
Issuerpurchase
the Issuer orpost DefaultSwap
postDefault Collateral as
SwapCollateral as
security for its obligations under
under such
such Synthetic
SynthetiC Security
Security which
which complies
complies with
with the
the criteria
criteria set
set forth
forth in
in the
the
security for its obligations
Indentureand
Indenture and thethe Synthetic Securities. The
SyntheticSecurities. The Default Swap Collateral
DefaultSwap shall be
Collateralshall deposited in
be deposited in aa segregated
segregated
trust account (the "Default Swap
trust account (the "Default Swap Collateral
Collateral Account').
Account"). The
The Default
Default Swap
Swap Collateral
Collateral Account
Account shall be
shall be
established in
established in the
the name
name of theTrustee.
ofthe Trustee.

Any Cashflow
Any Cashflow Swap
Swap Collateral
Collateral pledged
pledged by by the Cashflow Swap
the Cashflow Counterparty will
Swap Counterparty deposited by
be deposited
will be by
the Trustee into a segregated account
account (the
(the "Cashflow
"CashflOW Swap
Swap Collateral
Collateral Account")
Account") established
established in
in the
the name
name
the Trustee into a segregated
of the
of the Trustee
Trustee and
and held
held therein pursuant to
therein pursuant to the terms of
the terms the Cashflow
of the Swap Agreement.
Cashflow Swap Agreement.

Under certain
Under certain conditions described in
conditions described SynthetiC Securities,
the Synthetic
in the Synthetic Security
Securities, the Synthetic Security
Counterparty
Counterparty may
may be
be required
required to
to post
post collateral
collateral ('Synthetic
C'Synthetic Security Collateral")
Collateral") under
under the
the terms
terms of the
of the
related Synthetic Security. The Synthetic Security Collateral
related Synthetic Security. The Synthetic Security Collateral pledged
pledged by
by such Synthetic
Synthetic Security
Security
Counterparty will
Counterparty be deposited
will be Trustee into
deposited by the Trustee into a segregated "Synthetic Security
segregated account (the "Synthetic Security
Collateral Account")
Collateral established in
Account") established name of
the name
in the the Trustee
of the held therein
and held
Trustee and pursuant to
therein pursuant the terms
to the of the
terms of the
related Synthetic Security. A
A separate
separate sub-account of the Synthetic Security
Security Collateral
Collateral Account
Account shall
shall be
be
related Synthetic Security.
established for each
established for Synthetic Security Counterparty.
each Synthetic
Amounts retained
Amounts retained in the Accounts
inthe Accounts during a invested in
be invested
a Due Period will be in Eligible Investments.
Eligible Investments.
Synthetic
Synthetic Securities
Securities
The summary of
the Synthetic Securities isis aa summary
of the of certain provisions of
certain provisions the
of the
The following
following description
description of
refer to the
Synthetic Securities but does not purport
Synthetic Securities but does not purport to be complete and
and prospective
prospective investors
investors must
must refer to the
Synthetic Securities for
for more
more detailed
detailed information.
information. Copies
Copies of
of the
the Master
Master Agreement
Agreement and
and the
the Master
Master
Synthetic Securities in
defined in
otherwise defined
not otherwise
Confirmation
Confirmation will
will be
be available
available to investors from the Trustee. Capitalized
to investors terms not
Capitalized terms
this section will have
this section will have the
the meanings
meanings set
set forth in
in the
the Master
Master Agreement
Agreement or
or Master
Master Confirmation.
Confirmation.

The be structured
will be "pay-as-you-go" credit
as "pay-as-you-go"
structured as swaps and
default swaps
credit default be
will be
and will
The Synthetic
Synthetic Securities
Securities will
documented pursuant to a 1992 ISDA Master Agreement (Multicurrency-Cross
documented pursuant to a 1992 ISDA Master Agreement (Multicurrency-Cross Border),
Border), including
including the
the
Schedule
Schedule thereto
thereto (the
(the "Master
"Master Agreement"), between the
Agreement"), between Issuer and
the Issuer the Synthetic
and the Counterparty,
Security Counterparty,
Synthetic Security
along Confirmation") evidencing transaction with
evidencing aa transaction respect to
with respect each
to each
along with
with aa confirmation
confirmation (the
(the "Master
"Master Confirmation")
Reference Obligation referenced
Reference Obligation referenced thereunder.
thereunder.

Each have aa specified


will have Reference Obligation
specified Reference Amount that
Notional Amount
Obligation Notional that
Each Synthetic
Synthetic Security
Security will
represents the dollar amount of the credit exposure which the Issuer is
represents the dollar' amount of the credit exposure which the Issuer is assuming
assuming thereunder
thereunder with
with respect
respect
to
to the
the Reference
Reference Obligation
Obligation related such Synthetic
related toto such Security. The
Synthetic Security. The "Aggregate Obligation
Reference Obligation
"Aggregate Reference
Notional
Notional Amount"
Amount" isis thethe sum Reference Obligation
the Reference
sum ofof the Amounts of all Synthetic Securities.
Notional Amounts of all Synthetic Securities.
Obligation Notional
OnOn ororbefore
before the
the Closing
Closing Date,
Date, thethe Issuer
Issuerexpects enter into
expects totoenter Synthetic Securities
into Synthetic with an
Securitieswith Aggregate
an Aggregate
Reference
Reference Obligation
Obligation Notional
Notional Amount
Amount of
of approximately
approximately U.S.$930,000,000.
U.S.$930,OOO,OOO. After
After the
the Closing
Closing Date, inin
Date,
the Reference Obligation Notional Amount each
ofeach
accordance with the terms of the Master Confirmation,
accordance with the terms of the Master Confirmation, the Reference Obligation Notional Amount of
Synthetic Security will
Synthetic Security will be:be: (i) decreased
(i) decreased on
on each
each day
day on
on which
which aa Reference
Reference Obligation
Obligation Principal
Principal Payment
Payment
isismade
made bybyanan amount
amount equal
equaltoto thethe relevant Obligation Principal
Reference Obligation
relevant Reference Amount; (ii)(ii)
Amortization Amount;
Principal Amortization
decreased on each day on which a a Failure
Failure to
to Pay
Pay Principal
Principal occurs
occurs by
by an
an amount
amount equal
equal to
to the relevant
the relevant
decreased on each day on which

96
96

Confidential
ConfidentialTreatment RequestedbybyGoldman
TreatmentRequested GoldmanSachs
Sachs MBS-E-021825466
GSMBS-E-021825466
GS
Footnote Exhibits - Page 5556

PrincipalShortfall
Principal (ii~decreased
Amount;(iii)
ShortfallAmount; decreasedon oneach dayon
eachday onwhich occursby
Writedownoccurs
whichaaWritedown byan amountequal
anamount equal
to the relevant Writedown Amount;
to the relevant Writedown Amount; (iv)
(iv) increased
increased on
on each
each day
day on on which
which aaWritedown
Writedown Reimbursement
Reimbursement
occurs by
occurs an amount
by an equal toto any
amount equal Reimbursement Amount
Writedown Reimbursement
any Writedown Amount in respect ofof aa Writedown
in respect Writedown
Reimbursement within paragraphs (ii) or (iii) of the
Reimbursement within paragraphs (ii) or (iii) of the definition
definition of
of 'Writedown
''Writedown Reimbursement";
Reimbursement"; and (v)
and (v)
decreased
decreased onon each
each Delivery
Delivery Date
Date by
byanan amount
amount equal
equal to
to the
therelevant
relevant Exercise
Exercise Amount
Amount minus
mint,lsthe
therelevant
relevant
amount determined
amount determined pursuant paragraph (b)
pursuant toto paragraph under the
(b) under the heading, "Settlement Terms-Physical
heading, "Settlement Terms-Physical
Settlement Amount"
Settlement Amount' in the in the Master
Master Confirmation;
Confirmation; provided
provided that,
that, in
in accordance
accordance with
with the Master
the Master
Confirmation, ififany
Confirmation, any Relevant Amount is
Relevant Amount applicable, the
is applicable, Amount will
Exercise Amount
the Exercise will also deemed toto be
be deemed
also be be
decreasedby
decreased bysuch
suchRelevant Amount(or
RelevantAmount increasedby
(orincreased bythe absolutevalue
theabsolute such Relevant
valueofofsuch Amountififsuch
RelevantAmount such
RelevantAmount
Relevant Amountis negative)with
isnegative) effectfrom
witheffect fromsuch DeliveryDate.
suchDelivery Date.

Theeffective
The effectivedate theSynthetic
'dateofofthe Securitieswill
Synthetic Securities bethe
will be Closing Date
theClosing andthe
Dateand SyntheticSecurities
the Synthetic Securities
will terminate by
will terminate by theirtheir terms
terms on
on the
the scheduled
scheduled termination
termination date
date thereof
thereof referenced
referenced the Master
in the
in Master
Confirmation(the
Confirmation (the"Scheduled Date") unless
Termination Date")
"ScheduledTermination CreditEvent
unless aaCredit occurswith
Event occurs respectto
with respect toaaSynthetic
Synthetic
Securityand
Security andthe
thefinal
final-physical settlement date
physical settlement scheduled to
isscheduled
date is tooccur such date.
aftersuch
occur after date.

For purposes
For purposes of of the Coverage Tests
the Coverage and for
Tests and purposes of
for purposes whether aa Synthetic
determining whether
of determining Synthetic
Security is
Security is aa Defaulted Obligation or
Defaulted Obligation or aaCredit
Credit Risk Obligation, a
Risk Obligation, Synthetic Security
a Synthetic shall be
Security shall as a
included as
be included a
Collateral Asset having the characteristics of
Collateral Asset having the characteristics ofthe
the Reference
Reference Obligation
Obligation and
and not
not of
of the
the Synthetic
Synthetic Security;
Security;
provided, that
provided, that ifif such
such Synthetic
Synthetic Security Counterparty is
Security Counterparty in default
is in under the
default under Synthetic Security,
related Synthetic
the related Security,
such Synthetic
such Synthetic Security
Security shall not be
shall not included in
be included Coverage Tests
the Coverage
in the or such
Tests or Synthetic Security
such Synthetic will be
Security will be
treated in
treated in such
such a a way
way that satisfy the
will satisfy
that will Agency Condition.
Rating Agency
the Rating Condition.

All principal
All principal payments
payments on the Default
on the Swap Collateral
Default Swap Default Swap
Collateral in the Default Account will
Collateral Account
Swap Collateral will
be invested in Eligible Investments
be invested in Eligible Investments at
at the
the direction
direction of the Trustee
Trustee until
until invested
invested in
in Default
Default Swap
Swap Collateral
Collateral
satisfying the
satisfying the Default
Default Swap Collateral Eligibility
Swap Collateral Criteria at the
Eligibility Criteria the direction of the the Collateral Manager with
Collateral Manager with the
the
consent of the Synthetic
consent of the Synthetic Security Security Counterparty. Notwithstanding
Notwithstanding the
the foregoing,
foregoing, if
if and
and so
so long
long as the
as the
unsubordinated debt
unsecured, unsubordinated
unsecured, debt rating of the Synthetic Counterparty or
Synthetic Security Counterparty or the credit support
the credit support
provider for
provider for the
the Synthetic
Synthetic Security Counterparty, whichever is higher, assigned by Moody's
Security Counterparty, Moody's is below "Al",
is below "A1",
all principal
all payments on
principal payments on the Default Swap Collateral and Eligible Investments in
the Default in the Default Swap
the Default Swap
- Collateral
Collateral Account
Account willwill be maintained in
be maintained in Cash and Eligible Investments (unless (unless otherwise required to
otherwise required to be
be
applied,
applied, in
in accordance
accordance with
with the terms of the Indenture, to either (i)
(Q payment
payment of
of the
the Notes
Notes or
or other
other amounts
amounts
in
in accordance
accordance with with the Priority of Payments or (ii)
the Priority (ii) the payment of Credit Protection Amounts) until
Protection Amounts) such
until such
time
time as
as the
the Balance
Balance of
of the
the Cash
Cash and
and Eligible
Eligible Investments
Investments in
in the Default Swap Collateral Account is
is equal
equal
to
to the
the Aggregate Outstanding Amount
Aggregate Outstanding Amount of of the Class AA Notes and the Class BB Notes. Furthermore, all-
Notes. Furthermore, all
principal payments
principal payments on on the
the Default
Default Swap
Swap Collateral and Eligible Investments
Investments in
in the
the Default
Default Swap
Swap Collateral
Collateral
Account
Account will will be maintained in
be maintained in Cash Investments (unless otherwise required
Cash and Eligible Investments required to to be applied, in
be applied, in
accordance
accordance with with the
the terms
terms of the
the Indenture, to either (i)
(i) the payment
payment of
of the
the Notes
Notes or
or other
other amounts
amounts in
in
accordance
accordance with with the Priority of
the Priority Payments or
of Payments or (ii) the payment of
(ii)the of Credit Protection Amounts) such
Amounts) such that the that the
Balance
Balance of of the
the Cash
Cash and Eligible Investments ininthe
and Eligible the Default Swap Collateral
Default Swap Account isisat
Collateral Account equal to
least equal
at least to
120% of
120% of the
the projected amortization of the Aggregate
projected amortization Aggregate Reference Obligation Notional
Reference Obligation Notional Amount for the Amount for the
following
following six six month
month period (recalculated on
period (recalculated on each Determination Date).
each Determination Date). Principal Reimbursement
Shortfall Reimbursement
Principal Shortfall
Payment
Payment Amounts
Amounts and
and Writedown
Writedown Reimbursement
Reimbursement Payment
Payment Amounts
Amounts received
received by
by the
the Issuer from the
Issuer from the
Synthetic Security Counterparty will be deposited to
Synthetic Security Counterparty will be deposited to the
the Default
Default Swap
Swap Collateral
Collateral Account.
Account.

Payments
Payments by
bythe
the Synthetic
Synthetic Security Counterparty
Security Counterparty
Pursuant
Pursuant toto the Securities, on
Synthetic Securities,
the Synthetic each Fixed
on each Rate Payer
Fixed Rate Payment Date
Payer Payment Synthetic
the Synthetic
Date the
Security
Security Counterparty
Counterparty willwill make fixed rate
make aafixed payment (net
rate payment (net of any related Interest Shortfall Amounts
of any related Interest Shortfall Amounts as as
described below and in the
described below and in the Master Master Confirmation)
Confirmation) (the
(the "Fixed
"Fixed Amount")
Amounf') to
to the
the Issuer,
Issuer, representing
representing the
the
aggregate
aggregate Fixed
FixedAmounts
Amounts payable with respect
payable with the Reference
respect totothe Payment Date
Obligation Payment
Reference Obligation Datefor related
the related
forthe
Fixed Rate Payer Calculation Period.
Fixed Rate Payer Calculation Period. The
The Synthetic
Synthetic Security
Security Counterparty
Counterparty will
will make
make certain
certain other
other
payments under
payments under thethe Synthetic
Synthetic Securities
Securities to
tothe
the Issuer
Issuer at
at the
the times
times and
and in
in the
the amounts
amounts described
described herein,
herein,
including
including any
any Interest
Interest Shortfall
Shortfall Reimbursement
Reimbursement Payment Writedown
Amounts, Write
Payment Amounts, down Reimbursement Payment
Reimbursement Payment
Amounts and any Principal
Amounts and any Principal Shortfall
Shortfall Reimbursement
Reimbursement Payment
Payment Amounts
Amounts (together
(together "Additional
"Additional Fixed
Fixed
Amounts"). InInconnection
Amounts'). connectionwith withany assignment ofaaSynthetic
terminationororassignmenfof
anytermination Securities,proceeds,
Synthetic Securities, any,
proceeds, ififany,
from such termination or assignment
from such termination or assignment will
will bebe deposited
deposited into
into the
the Default
Default Swap
Swap Collateral
Collateral Account.
Account.

97
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Requestedby
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GSMBS-E-021825467
GS
Footnote Exhibits - Page 5557

Upon the occurrence


Upon the Shortfall with
Interest Shortfall
occurrence of any interest respect to any
with respect any Reference Obligation, the
Reference Obligation, the Fixed
Fixed
payable under
Amount payable
Amount Security by
the related Synthetic Security
under the the Synthetic Security
by the Counterparty to
Security Counterparty to the
the Issuer
Issuer
will be reduced by
be reduced by an amount equal to
an amount Shortfall Payment
Interest Shortfall
to the related Interest such reduction
Amount, such
Payment Amount, reduction
amount not to
amount to exceed Amount, if
Fixed Amount,
the Fixed
exceed the if "fixed applicable, or
cap" is applicable,
''fixed cap" or such amount not
such reduction amount not to
to
exceed the
exceed applicable floating cap, if
the applicable ''variable cap"
if "variable cap" is applicable, as
is applicable, described in
as described in each Synthetic Security.
each Synthetic Security.
Interest may
Interest Shortfall Payment
Interest Shortfall
may accrue on any Interest UBOR plus the
rate equal to LIBOR
Amount at a rate
Payment Amount the fixed rate
rate
as specified in
as specified Synthetic Security. If any
the applicable Synthetic
in the amount in
any amount in satisfaction of of the Interest Shortfall
the Interest Shortfall
gave rise to any
which gave Payment Amount, including
Shortfall Payment
Interest Shortfall
any Interest accrued thereon, is
interest accrued
including interest is later paid
paid
respect to a Reference
with respect Synthetic Security
Reference Obligation, the Synthetic Counterparty will pay
Security Counterparty amount, or
pay such amount, or in
in
circumstances a
certain circumstances portion of
a portion amount to the Issuer as
of such amount as an Interest Shortfall Reimbursement.
Interest Shortfall Reimbursement.
Interest Shortfall Reimbursement
Interest Amounts will not
Reimbursement Amounts not exceed the cumulative Interest Shortfall Amounts
Interest Shortfall
determined in
thereon) previously determined
(including any interest thereon) such Reference Obligation.
in relation to such Obligation.

So long as the
So the Synthetic
the long-term ratings of the Counterparty or
Synthetic Security Counterparty guarantor of the
or any guarantor
Synthetic Security Counterparty's obligation under
Counterparty's obligation are equal to or higher than (i)
Security are
under a Synthetic Security (i)
"Aa3" by Moody's
"Aa3" Moody's, is
"Aa3" by Moody's,
Moody's (and, ifif rated "Aa3" downgrade) and
for possible downgrade)
watch for
is not on watch (ii) "AA-"
and (ii) "M-"
by S&P (and, if rated
byS&P on watch for
S&P, is not on
"M-" by S&P,
rated "AA-" possible downgrade), the Fixed
for possible Amount due
Fixed Amount due byby
Counterparty will be payable in
Security Counterparty
the Synthetic Security long-term ratings of the
in arrears. However, if the long-term the
Synthetic Security Counterparty guarantor fall below any such levels, the Synthetic Security
Counterparty or any guarantor Security
required to pay the Fixed Amount
Counterparty will be required
Counterparty Synthetic Securities in
Amount due under the Synthetic in advance.
The failure of the Synthetic Security Counterparty Amount in
Counterparty to pay the Fixed Amount such rating
advance ifif such
in advance rating
levels are no longer satisfied will constitute an an "event of under the terms of the Synthetic
of default" under Synthetic
Counterparty as the sole "Defaulting
Securities with the Synthetic Security Counterparty under such
"Defaulting Party" under such Synthetic
Synthetic
Security.
after the
Amounts received after
With respect to any Writedown Amount or Interest Shortfall Amounts long-term
the long-term
"AA-" by S&P, the Synthetic Security
Counterparty is below "M-"
rating of the Synthetic Security Counterparty Counterparty
Security Counterparty
will be required to reserve the related Writedown Reserve Amount and Interest Reserve Amount
Interest Shortfall Reserve Amount
Counterparty Collateral Account in
Security Counterparty
in the Synthetic Security
in with the terms of
in accordance with of the Synthetic
the Synthetic
Securities.
Issuer
Payments by the Issuer
Under the Synthetic Securities, the Issuer will be required to pay certain Floating Amounts to to the
Synthetic Security Counterparty following the occurrence of a a Floating Amount Event to a
with respect to
Event with a
Reference Obligation as described herein. The Issuer will pay Floating Amounts to thethe Synthetic Security
Synthetic Security
Counterparty on the Floating Rate Payer Payment Date following the
Counterparty occurrence of
the occurrence Floating Amount
of aa Floating
Reference Obligation.
Event with respect to the related Reference

Following the occurrence of aa Credit Event with respect to aa Reference Obligation, the Synthetic
the Synthetic
to the Issuer,
Deliverable Obligation to
Security Counterparty may deliver such Reference Obligation as aa Deliverable in
Issuer, in
Counterparty an
Security Counterparty
exchange for which the Issuer will pay to the Synthetic Security an amount
amount (a "Physical
(a "Physical
Settlement Amount"), which amount shall be calculated in in accordance with the
accordance with related Synthetic
the related Security
Synthetic Security
Physical Settlement Date. The Synthetic
and paid on the related Physical Counterparty may
Synthetic Security Counterparty to
elect to
may elect
in part, in
physically settle aa Synthetic Security only in
physically there may
case, there
inwhich case, be more
may be more than one Physical
than one Physical
Settlement Amount payable by the the Issuer with respect to such Synthetic Security.
Synthetic Security.
Any Deliverable Obligation delivered to the be deemed to
the Issuer will be be aa Collateral
to be Collateral Asset and
Asset and
by the Issuer
retained or sold by
may be retained the sole discretion of
Issuer at the without regard
Manager without
of the Collateral Manager to
regard to
permitted as
whether such sale would be permitted
whether of aa Defaulted
sale of
as aa sale Defaulted Obligation or aa Credit
Obligation or Credit Risk Obligation.
Risk Obligation.
The proceeds of such sale will be deposited by the Default
into the
the Trustee into
by the Default Swap Collateral Account
Swap Collateral net
Account net
thereon. In
interest or interest payments thereon.
accrued interest
of purchased accrued In addition, proceeds or
principal proceeds
any principal
addition, any or
such Deliverable
received on such
interest received such sale,
Deliverable Obligations prior to such sale, will deposited by the Trustee
will be deposited into
Trustee into
Account.
the Collateral Account.

Inconnection with
In any early
with any assignment of aa Synthetic
or assignment
termination or
early termination Security, the
Synthetic Security, may
Issuer may
the Issuer
owe aa Synthetic Security Termination Payment.
Synthetic Security Security Termination
Payment. Synthetic Security will generally
Payments will
Termination Payments generally
and outside of the
paid directly and
be paid
be Priority of Payment;
the Priority that Defaulted
provided that
Payment; provided Security
Synthetic Security
Defaulted Synthetic
inaccordance
paid in
will be paid
Payments will
Termination Payments accordance with of Payments.
Priority of
with the Priority Payments.

9B
96

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GS MBS-E-021825468
Footnote Exhibits - Page 5558

The obligationsofofthe
Theobligations to make
Issuerto
the Issuer paymentsunder
make payments SyntheticSecurity
underaaSynthetic exist irrespective
will exist
Securitywill irrespective
ofofwhether the Synthetic
whether the Counterpartysuffers
Security Counterparty
SyntheticSecurity loss on
suffers aa loss the related
on the Obligation upon
Reference Obligation
related Reference upon
the occurrence
the of aa Credit
occurrence of Event. The
Credit Event. Issuer will
The Issuer have no
will have rights of
no rights subrogation under
of subrogation the Synthetic
under the Synthetic
Securities.
Securities.
CreditEvents
Credit Eventsand AmountEvents
FloatingAmount
andFloating Events
. AA Credit Event with
Credit Event respect to
with respect any Synthetic
to any Security and
Synthetic Security Obligation means
Reference Obligation
and aa Reference means the the
occurrence of
occurrence any of
of any specified in
events specified
the events
ofthe in the Confirmation as
Master Confirmation
the Master Event on
Credit Event
as aa Credit on or before the
orbefore the
termination date
scheduled termination
scheduled datefor such Synthetic
for such Security. The
Synthetic Security. Events are
Credit Events
The Credit expected to
are expected to be Failure to
be Failure to
Pay Principal, Writedown,
Pay Principal, Writedown, Distressed
Distressed Ratings
Ratings Downgrade
Downgrade and
and Failure
Failure toto Pay
Pay Interest.
Interest. In
In addition
addition toto
Credit Events
Credit which may
Events which trigger physical
maytrigger settlement, the
physicalsettlement, SyntheticSecurities
the Synthetic require the
will require
Securities will Issuerto
the Issuer to pay
pay
to the Synthetic Security Counterparty Floating Amounts
to the Synthetic Security Counterparty Floating Amounts in
in connection
connection with
with the
the occurrence
occurrence of
of Floating
Floating
Amount which are
Events, which
Amount Events, expected to
are expected to be Failure to
be Failure Pay Principal,
to Pay Writedown and
Principal, Writedown Interest Shortfall.
and Interest Shortfall.
Failure to
Failure Pay Principal
to Pay Writedown are
and Writedown
Principal and are Floating Events as
Amount Events
Floating Amount as well as Credit
well as Events. Interest
Credit Events. Interest
Shortfall is
Shortfall only a
is only Floating Amount
a Floating Event. The
Amount Event. Confirmation may
Master Confirmation
The Master may alter the standard
alter the definitions of
standard definitions of
terms and
such terms
such and the actual Synthetic
the actual should be
Securities should
Synthetic Securities consulted for
be consulted details of
the details
for the of the Credit Events
the Credit Events
applicable thereto. The
applicable thereto. terms used
capitalized terms
The capitalized used in this section and
this section not otherwise
and not defined, have
otherwise defined, have thethe
meanings set
meanings set forth the related
forth in the Synthetic Securities.
related Synthetic Securities.

A Evenf' is
"Credit Event"
A "Credit is the occurrence of
the occurrence of any ofof the following (however
the following directly or
cause~, directly
(however caused, or indirectly),
indirectly),
as applicable:
as applicable:

(i)
(i) Failure to
Failure Pay Principal
to Pay Principal

"Failure to
"Failure means (i)
Principal" means
to Pay Principal" Obligor (or any Insurer)
Reference Obligor
(i) a failure by the Reference pay an
to pay
Insurer) to an
Expected Principal Amount on the
Expected Principal Amount on the Final Amortization
Amortization Date
Date or the Legal Final Maturity
Maturity Date,
Date, as
as the
the case
case
may be
may be oror (ii) payment on any
(ii) payment any such day of an Actual Principal Amount that is less
that is the Expected
than the
less than Expected
Principal Amount;
Principal Amount; provided that the failure
failure by the Reference Obligor (or any
any Insurer)
Insurer) to
to pay
pay any such
any such
amount
amount in
in respect
respect of principal in
in accordance with the foregoing shall not constitute
constitute a
a Failure
Failure to
to Pay
Pay
Principal such failure
Principal ifif such has been remedied within any grace
failure has grace period applicable to
period applicable to such payment obligation
such payment obligation
under the
under underlying instruments or, if no such grace period is
the underlying within three
applicable, within
is applicable, Business Days
three Business Days
after the
after day on
the day which the Expected Principal Amount was scheduled to
on which to be paid.
be paid.
(ii)
(ii) Writedown
"Write means the
down" means
"Writedown" the occurrence at any time on or after the Effective Date of:
Effective Date (i)(A) aa
of: (i}(A)
writedown
writedown or
or applied
applied loss (however described in
in the underlying instruments)
instruments) resulting
resutting in
in a
a reduction
reduction inthe
in the
Outstanding Amount (other than as
Principal Amount
Outstanding Principal as aa result of scheduled or
of aa scheduled unscheduled payment
or unscheduled payment of of
principal); or (B) the attribution
principal); or (B) the attribution of a
a principal deficiency or
or realized
realized loss
loss (howsoever
(howsoever described
described in
in the
the
underlying
underlying instruments)
instruments) to to the Obligation resulting in
the Reference Obligation reduction of
in aa reduction the current
of the payable
interest payable
current interest
on
on the
the Reference
Reference Obligation; (ii) the forgiveness of
Obligation; (ii) amount of
any amount
of any principal by
of principal by the holders of
the holders the
of the
Reference
Reference Obligation pursuant to
Obligation pursuant amendment to the
an amendment
to an instruments resulting
underlying instruments
the underlying reduction in
resulting ininaareduction in
the
the Outstanding Amount; or (iii)
Principal Amount;
Outstanding Principal the underlying
(iii) ifif the instruments do
underlying instruments provide for
not provide
do not writedowns,
for writedowns,
applied losses, prinCipal
applied losses, deficiencies or
principal deficiencies or realized
realized losseslosses as described in
as described above to
(i)above
in(i) occur in
to occur respect of
in respect the
of the
Reference
Reference Obligation, an Implied
Obligation, an Writedown Amount
Implied Writedown Amount (if (if Implied Amounts are
Writedown Amounts
Implied Writedown applicable to
are applicable the
to the
related Synthetic Security) being determined in
related Synthetic Security) being determined in respect
respect of
of the
the Reference
Reference Obligation
Obligation by
by the
the Calculation
Calculation
Agent.
Agent.
(iii)
(iii) Distressed Downgrade:
Ratings Downgrade:
Distressed Ratings
"Distressed Ratings Downgrade"
"Distressed Ratings means, with
Downgrade" means, to aaReference
respect to
with respect Obligation:
Reference Obligation:
(i)
(i) ififpublicly
publicly rated
rated by
by Moody's,
Moody's, (A) downgraded toto "Caa2"
(A)isisdowngraded "Caa2" or or below Moody's or
by Moody's
below by or (B) has
(B)has
the
the rating
rating assigned
assigned to
to it
it by
by Moody's
Moody's withdrawn
withdrawn and,
and, in
in either
either case,
case, not
not reinstated
reinstated within
within five
five Business
Business
Days of
Days of such downgrade or
such downgrade or withdrawal; that ififsuch
provided that
withdrawal; provided such Reference Obligation was
Reference Obligation assigned aapublic
was assigned public
rating of at least "Baa3" or higher
rating of at least "Baa3" or higher by
by Moody's immediately
Moody's·immediately prior
prior to
to the
the occurrence
occurrence of
of such
such withdrawal,
withdrawal, itit
shall
shall not constitute aaDistressed
not constitute Downgrade ifif such
Ratings Downgrade
Distressed Ratings Reference Obligation
such Reference public
assigned aa public
Obligation isisassigned
rating of
rating of atatleast "Caal" by
least"Caa1" by Moody's withinthree
Moody's within months after
calendarmonths
three calendar after such withdrawal; or
such withdraWal; or

99
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Footnote Exhibits - Page 5559

(ii)
(iQ rated by
if publicly rated
if Standard &&Poor's, (A)
by Standard (A) isisdowngraded "ccc" or below by Standard
downgraded to "CCC"
&
& Poor's or or (B)
(B) has the
the rating assigned to itit by Standard & Poor's withdrawn and, in
& PoOr's in either case, not
reinstated within five Business
reinstated Business Days
Days of such downgrade
downgrade or withdrawal;
withdrawal; provided that
that ifif such
such Reference
Reference
Obligation was assigned aa public public rating
rating of
of at least "BBB-"
"BBB-" or or higher
higher by Standard
Standard &
& Poor's
Poor's immediately
immediately
prior to the
the occurrence
occurrence of of such
such withdrawal,
withdrawal, itit shall
shall not constitute a a Distressed Ratings
Ratings Downgrade
Downgrade if if such
Reference Obligation
Obligation isis assigned aa public rating
rating of at
at least
least "CCC+"
"CCC+" by by Standard &
& Poor's within
within three
calendar months
months after such
such withdrawal; oror
(iii)
(iiQ ififpublicly rated byby Fitch,
Fitch, (A)
(A)is
is downgraded
downgraded to to "CCC'1
"CCC') or below
below by
by Fitch
Fitch or (B)
(B) has the
the
rating assigned
assigned toto itit by
by Fitch withdrawn
withdrawn and, in in either
either case, not reinstated within five
five Business
Business Days of of
downgrade or withdrawal; provided that if such
such downgrade such Reference
Reference Obligation was assigned aa public rating of
Obligation was of
at least
at least "BBB-';
"BBB-" or or higher
higher by
by Fitch immediately
immediately prior
prior to the
the occurrence ofof such withdrawal,
withdrawal, itit shall
shall not
not
constitute aa Distressed Ratings Downgrade
Distressed Ratings Downgrade if such Reference
Reference Obligation is assigned
Obligation is assigned aa public rating
rating of
of at
at
least "CCC+"
least "CCC+" by FitchFitch within three
three calendar
calendar months
months after
after such
such withdrawal.
withdrawal.
(iv)
(iv) Failure to
Failure to Pay
Pay Interest:
Interest:
"Failure to Pay
"Failure to Pay Interesr
Interest" means, with
with respect to a
a Reference Obligation,
Obligation, the
the occurrence of
of an
an
Interest Shortfall Amount
Interest Amount oror Interest Shortfall Amounts (calculated on
on a cumulative basis)
a cumulative basis) in
in excess
excess of the
relevant Payment Requirement.
Requirement.
Implied Writedown
Writedown will be be applicable with
with respect
respect to
to certain Reference
Reference Obligations where "Fixed "Fixed
Cap" isis applicable under the the Master
Master Confirmation.
Confirmation. Because
Because most CDO Securities do not experience
COO Securities experience
actual writedowns, the Master Confirmation has aa modified
Master Confirmation modified form of Implied Writedown applicable to CDO
form of COO
whereby the Synthetic
Securities, whereby Synthetic Security Counterparty, acting in its role
acting in role as
as calculation agent
agent thereunder,
will be required to determine
will determine the the Implied Writedown Amount Amount by reference
reference to the the reported
reported
ratio in
overcollateralization ratio in the servicer
servicer report
report for
for the Obligation; provided, however, that ififthe
the Reference Obligation; the
overcollateralization ratio for the the Reference
Reference Obligation is is not reported
reported there, thethe Synthetic Security
Security
Counterparty in
Counterparty in its capacity
capacity as as calculation agent may
calculation agent may use
use other
other amounts,
amounts, to the set forth
the extent set forth in
in the
the
servicer report, to determine
determine an overcollateralization ratio.ratio. The
The overcollateralization ratio
ratio in the servicer
in the servicer
report generally
report generally will take
take into account "haircuts" on
account the "haircuts" on assets
assets provided
provided inin the Underlying Instruments
the Underlying Instruments forfor
the Reference Obligation (for example, on assets
Reference Obligation assets that
that have
have been
been downgraded,
downgraded, havehave "PIKed,"
"PIKed," have
have
defaulted or were purchased at a discount), which will make an an Implied Writedown
Writedown more likely
likely to occur on
occur on
the Reference Obligation. .

Credit Events
Credit must be
Events must be physically settled respect to aa Distressed
settled with respect Distressed Ratings Downgrade and
Ratings Downgrade and
Failure to
Failure to Pay
Pay . Interest; provided, however,
however, that if the Reference Obligation
Obligation isis a
a PIKable
PIKabie Reference
Reference
Obligation, itit will be
Obligation, be aa condition to physical
condition to physical settlement that aa period
period of at least 360
at least 360 calendar
calendar days
days have
have
elapsed since the occurrence
elapsed occurrence of the Failure
Failure to
to Pay
Pay Interest
Interest without reimbursement
reimbursement in in full of the
the relevant
relevant
Interest Shortfall. In In the case ofof a
a Writedown
Writedown or aa Failure
Failure to
to Pay
Pay Principal,
Principal, the Synthetic
Synthetic Security
Counterparty may receive aa Floating Amount Payment
may elect to receive Payment from
from the Issuer rather than
the Issuer than physical
physical
settlement. Multiple
settlement. Multiple Credit
Credit Event
Event notices may
may be delivered
delivered with
with respect
respect to each
each Synthetic
Synthetic Security.
Security.
The Synthetic
Synthetic Security
Security Counterparty will be
Counterparty will be required
required to
to reimburse
reimburse the Issuer
Issuer for all
all or
or part
part of
of any
any
Floating Amount Payment corresponding payment
Payment ifif aa corresponding payment has has been made by the Reference
been made Reference Obligor
Obligor to
to
holders ofof the related Reference Obligation
Obligation within
within one year after the earlier of (i)(i) the legal final maturity
Reference Obligation underlying such
date of the Reference such Synthetic Security,
Security, asas set
set forth
forth in
in such
such Synthetic
Security, andand (ii)
(ii) the related Final Amortization Date.
Date. However, in in the case of an Interest Shortfall
Shortfall
Reimbursement with respect to
Reimbursement to a Synthetic
Synthetic Security, the
the Synthetic
Synthetic Security
Security Counterparty generally will will be
be
entitled to receive
receive recovery
recovery of
of any portion of an
an Interest
Interest Shortfall
Shortfall under
under such
such Synthetic Security
Security for
for which
which
itit was not
not compensated
compensated by by the
the Issuer before
before it makes
makes any payment
payment to the Issuer in respect of an
in respect an Interest
Interest
Shortfall Reimbursement.
Shortfall Reimbursement.
Synthetic Security Early Termination
The Issuer
The Issuer will
will have
have the right
right to the Synthetic Securities
to terminate the upon the occurrence of an
Securities upon an
"Event of
"Event of Default"
Default" or EVent," -including,
or "Termination ·Event;" -including,· but nor limited to, (a)
not limited (a) payment defaults by the
the
Synthetic Security Counterparty and any guarantor lasting a a period of at least three local business
business days,
days,

100
100

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Confidential Treatment GS MBS-E-021825470
MBS-E-021825470
Footnote Exhibits - Page 5560

(b)aadefault
(b) defaultbybythe theSynthetic Counterpartyororany
SecurityCounterparty
SyntheticSecurity guarantoron
anyguarantor onspecific transactionsas
financialtransactions
specificfinancial as
specified in the Synthetic
specified in the Synthetic Security, Security, (c)
(c) bankruptcy-related
bankruptcy-related events
events applicable
applicable to tothe
the Synthetic
Synthetic Security
Security
Counterpartyororany
Counterparty guarantor,(d)
anyguarantor, redemptionofofthe
anyredemption
(d)any theNotes whole,(e)
Notesininwhole, liquidationofofthe
(e)aaliquidation theCollateral
Collateral
following the occurrence
following the occurrence of ofanan Event
Event of
of Default
Default under
under the
the Indenture,
Indenture, (f)
(f) it
itbecomes
becomes unlawful
unlawful for
for the
the Issuer
Issuer
to perform its
its obligations
obligations under
under the
the Synthetic
Synthetic Securities
Securities and
and the
the Issuer
Issuer isis not
not able
able toto transfer
transfer its
its
to perform illegality ceases toto
obligations to a different jurisdiction or substitute another
obligations to a different jurisdiction or substitute another entity
entity in
inits
itsplace
place soso that
that such
such illegality ceases
apply, (g)
apply, (g)because
becauseofof(x) (x) any
anyaction takenby
actiontaken authority,ororbrought
taxing authority,
byaataxing broughtininaacourt, court, on onor afterthe
orafter the
Closing Date
Closing Date oror(y) changein
(y)aachange intax law,there
taxlaw, substantial likelihood that the Issuer will be requiredto
thereisisaasubstantial likelihood that the Issuer will be required to
(1)make
(1) makeaa"gross-up"
"gross-up"payment
paymentor or(2) paymentsubject
receiveaapayment
(2)receive withholdingfor
subjecttotowithholding forwhich anotherparty
whichanother partyisis
not required
not required.toto make
make aa "gross-up" payment oror (h)
"gross-up" payment unsubordinated debt
unsecured, unsubordinated
the unsecured,
(h) the rating ofofthe
debt rating the
Synthetic Security Counterparty or any guarantor of
Synthetic Security Counterparty or any guarantor of the
the Synthetic
Synthetic Security
Security Counterparty,
Counterparty, whichever is
whichever is
higher, assigned by
higher, assigned by S&P or S&P or Moody's
Moody's at
at any
any time
time falls
fallsbelow
below "AA-"
"AA-" (or
(or isisonon downgrade
downgrade watch
watch atat "AA-")
"AA-") oror
"Aa3"(or
"Aa3" (orisison downgradewatch
ondowngrade "Aa3"),the
watchatat"Aa3"), SyntheticSecurity
theSynthetic Counterpartyfails
SecurityCounterparty makean
tomake
failsto anExpected
Expected
the Synthetic Securities and the Synthetic Security Counterparty, oror its
Fixed Amount as set forth in
Fixed Amount as set forth in the Synthetic Securities and the Synthetic Security Counterparty, its
toto
guarantor, fails
fails to
to either
either (a)
(a) transfer
transfer all
all of
of its
its rights
rights and
and obligations
obligations under
under the
the Synthetic
Synthetic Securities
Securities
guarantor,
another entity
another entity which
which hashas such ratings or
such ratings cause an
(b) cause
or (b) which has
entity which
an entity has such ratings to
such ratings guarantee or
to guarantee orto to
provide an indemnity in respect of
of the
the Synthetic
Synthetic Security
Security Counterparty's
Counterparty's or
or its
its guarantor's,
guarantor's, obligations
obligations
provide an indemnity in respect
underthe
under the Synthetic Securities which
SyntheticSecurities theRating
satisfies the
which satisfies AgencyCondition.
Rating Agency Condition.

The Synthetic
The Synthetic Security Counterparty will
Security Counterparty have the
will have rightto
theright terminate the
toterminate Securities upon
Synthetic Securities
the Synthetic upon
the occurrence
the occurrence of of an
an "Event
"Event of Default" or
of Default' "Termination Event"
or "Termination under the
Event" under the Synthetic Securities, including,
Synthetic Securities, including,
but not
but not limited
limited to to (a)
(a) an Event of
an Event Default under
of Default under the the Indenture caused by
Indenture caused default by
payment default
by aa payment the Issuer
by the Issuer
lasting
lasting a
a period
period of
of at
at least
least three
three local
local business
business days,
days, (b)
(b) any
any redemption
redemption of
of the
the Notes
Notes in
in whole,
whole, (c)
(c)
to the Issuer, (d) an Event of Default under the Indenture that
bankruptcy-related events applicable
bankruptcy-related events applicable to the (d) an Event of Default under the Indenture that
occurs and
occurs and is continuing and there
is continuing there has has been a liquidationliquidation (in whole), or
(in whole), or the commencement of
the commencement of a a
Indenture is supplemented or amended without
liquidation (inwhole) of the assets of the Issuer, (e)the
liquidation (in whole) of the assets of the Issuer, (e) the Indenture supplemented or amended without
the consent
the consent of of the Synthetic Security
the Synthetic Counterparty as described
Security Counterparty described therein, (f) Synthetic Security
the Synthetic
(f) the Security
Cotinterparty is
Counterparty is nono longer
longer a a Secured Party Party under Indenture or
under the Indenture the Trustee's
or the interest in
security interest
Trustee's security in the
the
Default Swap Collateral or the Default Swap Collateral
Default Swap Collateral or the Default Swap Collateral Account
Account is
is impaired
impaired or no longer existing, (g) it
(g) it
becomes unlawful
unlawful for
for the
the Synthetic
Synthetic Security Counterparty to perform
perform its
its obligations
obligations under
under the
the Synthetic
Synthetic
becomes to aa different
Securities and
Securities and the Synthetic Security
the Synthetic Counterparty is
Security Counterparty is not able to transfertransfer its its obligations
obligations to different
jurisdiction or substitute another entity
entity in
in its
its place so that such illegality ceases
ceases to
to apply,
apply, or
or (h)
(h) because
because of
of
jurisdiction or substitute another a
(x) any
(x) any action
action taken
taken by
by a
a taxing
taxing authority,
authority, or
or brought
brought in
in a
a court,
court, on or after the Closing Date
Date or
or (y)
(y) a
change in tax law, there is a substantial likelihood that the Synthetic
Synthetic Security
Security Counterparty
Counterparty will
will be
be
change in tax law, there is a substantial subject to withholding for which
for which
required
required to to make
make (1) (1) aa "gross-up"
"gross-up" paymentpayment or (2) payment subject
(2)receive aa payment to withholding
another party is not required to make a "gross-up"
another party is not required to make a "gross-up" payment. If
If the Synthetic Securities
Securities are
are terminated,
terminated,
the
the Issuer
Issuer willwill no no longer
longer receive
receive payments
payments from from the Synthetic Security Counterparty and and will likely not
will likely not
have payments when when due due on Notes and
on the Notes and may may not sufficient funds
have sufficient
not have funds to to
have sufficient
sufficient funds funds to to make
make payments
redeem the Notes
redeem the Notes in full. in full.

The
The Issuer
Issuer isis required
required to satisfy the
to satisfy Condition prior
Rating Agency Condition
the Rating prior to any (i)
to any replacement of
(i)replacement the
of the
Synthetic Security Counterparty
Synthetic Security Counterparty or
or (ii)
(ii) assignment
assignment of
of the
the Synthetic
Synthetic Securities.
Securities.

IfIf an
an Event
Event of of Default
Default or Termination Event
or aa Termination occurs under
Event occurs under the the Synthetic "Market
Securities "Market
Synthetic Securities
Quotation" and "Second
Quotation" and "Second Method" Method" will
will apply
apply as
as set
set forth
forth in
in the
the Synthetic
Synthetic Securities.
Securities.

Payments
Payments on on Synthetic
Synthetic Security
Security Early Termination
Early Termination
Payments
Payments by bythe
the Issuer.
Issuer. Upon Upon the occurrenceofof an
the occurrence termination of
early termination
an early of aaSynthetic Security,the
Synthetic Security, the
Issuer
Issuerwill
willbe be required
requiredtoto pay paytotothe Synthetic Security
the Synthetic Counterparty the
Security Counterparty amounts:
following amounts:
thefollowing
(i)(i) any
any PhYSical
Physical Settlement Amounts owed
Settlement Amounts owed by by the Issuer toto the
the Issuer Security
Synthetic Security
the Synthetic
Counterparty
Counterparty for for any
any Credit Events that
Credit Events occur on
that occur prior toto the
on oror prior termination date
the terminatipn Synthetic
the Synthetic
date ofof the
Securities
Securitiesfor forwhich
whichthe ConditionstotoSettlement
theConditions havebeen
Settlementhave beensatisfied; and
satisfied; and
(ii)
(ii) any
anySynthetic
SyntheticSecurity Termination Payment
SecurityTermination theSynthetic
duetotothe
Paymentdue Counterparty.
SecurityCounterparty.
SyntheticSecurity

101
101

Confidential
ConfidentialTreatment
TreatmentRequested
RequestedbybyGoldman
GoldmanSachs
Sachs MBS-E-021825471
GSMBS-E-02182S471
GS
Footnote Exhibits - Page 5561

Paymentsby
Payments bythe SyntheticSecurity
theSynthetic Uponthe
Counterparty. Upon
SecurityCounterparty. occurrenceof
theoccurrence ofan terminationof
eartytermination
anearly of
aaSynthetic
SyntheticSecurity,
Security,the
theSynthetic SecurityCounterparty
SyntheticSecurity willbe
Counterpartywill requiredto
be required payto
topay the issuer
tothe thefollowing
Issuerthe following
amounts:
amounts:
(i) .
(i) any butunpaid
accrued but
anyaccrued Amountsand
FixedAmounts
unpaid Fixed andAdditional Amounts; and
FixedAmounts;
Additional Fixed and

(ii)
(ii) Synthetic Security
anySynthetic
any Paymentdue
Termination Payment
SecurityTermination dueto the Issuer.
tothe Issuer.

There can
There can bebe no assurance that,
no assurance upon early
that, upon termination by
early termination Issuer or
the Issuer
by the or the Synthetic Security
the Synthetic Security .
Counterparty,
Counterparty, either
either the
the Synthetic
Synthetic Security
Security Counterparty
Counterparty would
would be
be required
required to
to make
make any termination
any termination
payment to
payment the Issuer
to the or, if
Issueror, it did
if it make such
did make payment, the
such aa payment, amountof
the amount termination payment
the termination
of the made by
payment made by
the Synthetic Security Counterparty
the Synthetic Security Counterparty would
would be
be sufficient
sufficient to
to pay
pay any
any amounts
amounts due
due in
in respect
respect of
of the
the Notes.
Notes.
IfIf the Issuer is
the Issuer is required to make
required to Synthetic Security
make aa Synthetic Payment, such
Termination Payment,
Security Termination termination payment
such termination payment
may be
may substantial and
be substantial result in
may result
and may losses to
in losses holders of
the holders
tothe the Notes.
of the Notes.

Amendment
Amendment
The Synthetic Securities
The Synthetic may be
Securities may amended only
be amended with (i)
only with the satisfaction
(Q the of the
satisfaction of Rating Agency
the Rating Agency
Condition and (ii)
Condition and the consent
(Ii) the of the
consent of Collateral Manager
the Collateral {which consent
Manager (which not be
shall not
consent shall be unreasonably
unreasonably
withheld); provided
withheld); however, that
provided however, with respect
that with to (i),
respect to condition need
such condition
(i), such not be
need not satisfied with
be satisfied respect to
with respect to
any amendment
any amendment that
that corrects a manifest
manifest error.
Guarantee
Guarantee
The GS Group
The guarantee the obligations
will guarantee
Group will Synthetic Security
of the Synthetic
obligations of under the
Counterparty under
Security Counterparty the
Synthetic Security.
Synthetic Security.

The Synthetic Security Counterparty


The Synthetic Counterparty

The initial
The Security Counterparty
Synthetic Security
initial Synthetic will be
Security will
Counterparty under the Synthetic Security Goldman Sachs
be Goldman Sachs
Intemational. The swap guarantor with respect to the Synthetic Security is The
Intemational. The Goldman
Goldman Sachs Group,
Sachs Group,
Inc., a
Inc., Delaware corporation
a Delaware Synthetic Security
is an affiliate of the Synthetic
Group"), which is
corporation (the "GS Group"), Counterparty.
Security Counterparty.
Goldman is located at Peterborough Court 133
International is
Goldman Sachs International Fleet Street, London
133 Fleet EC4A 2BB.
London EC4A 2BB.

Annual Report on Form


The Annual
The Form 10-K November 30,
10-K for the fiscal year ended November 2006 filed
30,2006 filed byGS Group
by GS Group
with the SEC
with SEC (other than, in in each case, documents or deemed to
information deemed
or information to have been fumished
have been and
furnished and
not filed in accordance
not filed in accordance with SEC
SEC rules) will not form part of a
a prospectus
prospectus prepared
prepared for
for the
the purposes
purposes of
of
admission
admission to
to the
the official
official list of the Irish Stock Exchange and to trading on its regulated market
market should
should any
any
Notes
Notes be be listed
listed on such exchange.
on such
GS
GS Group,
Group, together
together withwith its subsidiaries, isis aa global investment banking, securities
investment banking, and
securities and
investment management firm
investment management provides financial services worldwide to
firm that provides clients that
to clients include
that include
corporations,
corporations, financial institutions, governments and
financial institutions, individuals.
high net-worth individuals.
and high
. Any
Any statement contained ininaa document
statement contained incorporated or
document incorporated deemed to
or deemed incorporated by
be incorporated
to be reference
by reference
into
into this
this Offering
Offering Circular,
Circular, or
or contained
contained in
in this
this Offering
Offering Circular,
Circular, will
will be
be deemed
deemed to
to be
be modified
modified or
or
superseded
superseded for purposes of
for purposes Offering Circular
of this Offering the extent
Circular to the that aastatement
extent that contained herein
statement contained any
or ininany
herein or
other
other subsequently filed document which also
subsequently filed deemed to
or isis deemed
also isis or incorporated by
be incorporated
to be herein,
reference herein,
by reference
modifies
modifies or· statement. Any
supersedes such statement.
or supersedes Any such statement so
such statement modified or
so modified superseded will
or superseded be
not be
will not
deemed, except as so modified or superseded, to
deemed, except as so modified or superseded, to constitute
constitute aa part
part of
of this
this Offering
Offering Circular.
Circular. GS
GS Group's
Group's
filings
filings with
with the SEC are
the SEC available to
are available the public
to the through the
public through the SEC's Intemet site
SEC's Intemet http://www.sec.gov, and
at http://www.sec.gov,
site at and
through
through the the New York Stock
New York Exchange, 20
Stock Exchange, Broad Street,
20 Broad York, New
New York,
Street, New 10005, on
York 10005,
New York which GS
on which GS
Group's common stock
Group's common stock is
is listed.
listed. .

Notes do
The Notes
. The not represent
do not obligation of,
an obligation
represent an and will
of, and be insured
not be
will not or guaranteed
insured or by, GS
guaranteed by, Group
GS Group
or any of its subsidiaries
or any of its subsidiaries and
and investors
investors will
will have
have no
no rights
rights or
or recourse
recourse against
against GS
GS Group
Group or
or any
any of its
of its
subsidiaries.
subsidiaries.

102
102

Confidential
Confidential Treatment Requested by
Treatment Requested Sachs
Goldman Sachs
by Goldman GS MBS-E-021825472
GS MBS-E-02182S472
Footnote Exhibits - Page 5562

TheDefault
The DefaultSwap
SwapCollateral
Collateral

Pursuanttotothe
Pursuant SyntheticSecurities,
theSynthetic theissuer
Securities,the willuse
Issuerwill thenet
usethe proceedsfrom
netproceeds theoffering
fromthe ofthe
offeringof the
Notes to purchase Default Swap Collateral
Notes to purchase Default Swap Collateraland
and Eligible
EligibleInvestments
Investments which,
which, in
inthe
theaggregate,
aggregate,will
willhave
have an
an
initial principal amount
amount as
as of
of the
the Closing
Closing Date
Date of
of approximately
approximately U.S.$930,000,000,
U.S.$930,000,000, which
which shall
shall be
be
initial principal
depositedtotothe
deposited theDefault
DefaultSwap CollateralAccount.
SwapCollateral Account.

TheDefault
The DefaultSwap
SwapCollateral isrequired
Collateralis satisfythe
requiredtotosatisfy following"Default
thefollowing CollateralEligibility
SwapCollateral
"DefaultSwap Eligibility
Criteria":
Criteria":
(i) (a) is
itit(a) israted
rated "Aaa"
"Aaa"by by Moody's
Moody'sand, and, ififsuch assethas
such asset short-termrating
has aashort-term from Moody's,
ratingfrom Moody's,
(i)
"P-1", and
"P-1", and"AAA""AAA"by by S&P,
S&P, and,and, ififsuch asset has
suchasset from S&P,
rating from
short-term rating
hasaashort-term mustbe
S&P, ititmust be "A-1+" and (b)
"A-1+"and (b)
does not have
does not have a "t",a "t", "q",
"q", "pi"
"pi" or
or "r"
"r" subscript;
subscript;

(ii)
(ii) (a) in
(a) in all
all cases,
cases, the payments with
the payments respect to
with respect which are
to which are not payable in
not payable currency other
in aa currency other
than U.S. Dollars and (b)it is expected to have an outstanding principal
than U.S. Dollars and (b) it is expected to have an outstanding principal balance
balance of
of less
less than
than U.S.$1,000
U.S.$1,000
after the
after the Stated
Stated Maturity
Maturity of of the Class B
the Class assuming aa constant
Notes, assuming
B Notes, prepayment rate
constant prepayment since the
rate since date of
the date of
purchase equal to
to the
the constant
constant prepayment
prepayment rate
rate reasonably
reasonably expected
expected byby the
the Collateral
Collateral Manager
Manager as
as of
of the
the
purchase equal
date of
date of purchase;
purchase; .

(iiQ
(iii) itit is
is eligible
eligible to be entered
to be into by,
entered into sold or
by, sold assigned to,
or assigned the Issuer,
to, the Issuer;

(iv)
(iv) itit is not subject to
is not an offer;
to an offer;

(v)
(v) itit is
is an obligation upon
an obligation which no payments
upon which are subject
payments are to withholding
subject to imposed by
tax imposed
withholding tax by any
any
"gross-up" payments that cover the full amount
jurisdiction unless the obligor thereof is required to make
jurisdiction unless the obligor thereof is required to make "gross-up" payments that cover the full amount
of any
of any such
such withholding taxes on an after-tax basis;
withholding taxes .

(vi)
(vi) after taking
after into consideration the addition of any such security (a)
taking into at least
(a) at 40% of
least 40% of the
the
Default Swap Collateral acquired
Default Swap Collateral acquired after the after the Closing Date
Date and Eligible Investments
Investments in
in the Default
Default Swap
Swap
Collateral Account
Collateral Account by by principal balance have an expected average life (calculated by
life (calculated the Collateral
by the Collateral
Manager (1) based on market prepayment assumptions and (2)
(2) assuming that
that Eligible
Eligible Investments
Investments have
have
Manager (1) based on market prepayment Swap Collateral
a weighted average
a weighted average life of life of zero)
zero) of less than or equal to 1.0
1.0 year, (b)
(b) 100%
100% of
of the
the Default
Default Swap Collateral
acquired
acquired after
after the
the Closing
Closing Date Date andand Eligible Investments in
Eligible Investments in the Default Swap Collateral Account by by
Collateral Manager (1) based on market
principal balance has an expected average life
principal balance has an expected average life (calculated by the Manager (1)based on market
life of
average life
weighted average
have aa weighted of
prepayment
prepayment assumptions
assumptions and and (2)
(2) assuming Investments have
assuming that Eligible Investments
zero) of less than or equal to 2.0 years, and (c)
(c) after Closing
Closing Date,
Date, the
the expected
expected weighted
weighted average
average life
life
zero) of less than or equal to 2.0 years,
(calculated by
(calculated by the
the Collateral
Collateral Manager
Manager (1) (1)based
based on on market payment assumptions and (2)
market pre payment assuming
(2)assuming
that
that Eligible
Eligible Investments
Investments have have aa weighted averageaverage life of zero) of the Default Swap Collateral
Default Swap acquired
Collateral acquired
after the Closing Date and
after the Closing .Date and Eligible Eligible Investments
Investments in
in the
the Default
Default Swap
Swap Collateral
Collateral Account
Account does
does not
not exceed
exceed
the
the expected
expected weighted
weighted average
average life
life of
of the
the portfolio
portfolio of
of Reference
Reference Obligations
Obligations at
at such
such time;
time;

(vii) addition of
the addition such security,
any such
of any aggregate of
the aggregate
security, the the
of the
(vii) after
after taking
taking into
into consideration
consideration the
weighted average spread and the rate of the
weighted average spread and the rate of the related
related index
index of
of the
the Default
Default Swap
Swap Collateral
Collateral and
and Eligible
Eligible
Investments ininthe
Investments the Default
Default Swap
Swap Collateral Account, ininthe
Collateral Account, aggregate, isis at
the aggregate, at least equal to
least equal plus
LIBOR plus
to UBOR
0.05% per annum or if prior to acquisition of such item of Default
0.05% per annum or if prior to acquisition of such item of Default Swap
Swap Collateral
Collateral or
or Eligible
Eligible Investment,
Investment,
the
the spread
spread and
and the rate of
the rate ofthe
the related index of
related index Default Swap
the Default
of the Collateral and
Swap Collateral Investments ininthe
Eligible Investments
and Eligible the
Default LIBOR plus
than UBOR
less than per annum, such acquisition
0.05% per annum, such acquisition would
plus 0.05% would
Default Swap
Swap Collateral
Collateral Account
Account waswas less
the
index ofofthe
maintain
maintain or
or improve
improve the aggregate ofofthe
theaggregate weighted average
theweighted spread and
average spread therate
and the related index
the related
rate ofofthe
Default Swap
Default Swap Collateral
Collateral and
and Eligible
Eligible Investments
Investments in
in the
the Default
Default Swap
Swap Collateral
Collateral Account;
Account;

(viii) addition ofofany


the addition security, no
such security,
anysuch than 50%
morethan
nomore the
50% ofofthe
(viii) after
aftertaking
taking into
intoconsideration
consideration the
Default Swap Collateral and Eligible Investments in the
Default Swap Collateral and Eligible Investments in the Default
Default Swap
Swap Collateral
Collateral Account
Account by
by principal
principal
balance
balancehas
hassingle
singlecounterparty
counterpartyexposure
exposureincluding
includingservicer, and swap
issuerand
servicer,issuer exposure;
counterparty exposure;
swap counterparty
(ix)
(ix) ititprovides
provides for for payments periodicinterest
monthly periodic
payments'ofofmonthly floating rate
cash atataafloating
interest inincash for aa
and for
rate and
payment
paymentofofprincipal
principalininfull
fulland cashatatitsitsfinal
andinincash maturity;
finalmaturity;

103
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Confidential
ConfidentialTreatment RequestedbybyGoldman
TreatmentRequested Sachs
GoldmanSachs MBS-E-021825473
GSMBS-E-021825473
GS
Footnote Exhibits - Page 5563

(x)
(x) (A) either
(A) either (1) constitutes a Residential Mortgage-Backed
(1) constitutes Security, a Commercial
Mortgage-Backed Security, Commercial
Mortgage-Backed Security,
Mortgage-Backed Security, an Asset-Backed Security
an Asset-Backed Security or or a CDO Security
a CDO which in
Security which in each instance was
each instance was
either offered by
(a) offered
either (a) underwriter, a
by an underwriter, placement agent or
a placement or any person acting in
any person capacity through
similar capacity
in a similar through
aa public prospectus, aa private memorandum or
placement memorandum
private placement any other
or any document, as
similar document,
other similar as to which neither
to which neither
the Manager nor
Collateral Manager
the Collateral affiliate thereof
nor any affiliate either the
was either
thereof was the underwriter, manager, placement
collateral manager,
underwriter, collateral placement
agent or
agent involved in
or otherwise involved in the negotiation of the
the negotiation the terms or the thereof and
the conditions thereof and as which a
to which
as to a
substantial amount of the security
substantial amount acquired by one
security was acquired one or more unrelated to
persons unrelated
more persons to the Issuer, the
the Issuer, the
Manager or any
Collateral Manager
Collateral structured finance vehicle managed
other structured
any other managed or controlled by
or controlled by thethe Collateral
Collateral
Manager contemporaneouslywith,
substantially contemporaneously
Manager substantially substantially the same terms as, the
with, and on substantially the securities
securities
acquired by
acquired by the Issuer or
the Issuer or (b) (n acquired
(b) (i) acquired on the secondary market,
the secondary (ii) not acquired
market, (ii) directly or
acquired directly or indirectly
indirectly
issuer of
from the issuer
from pursuant to a legally binding agreement
such security pursuant
of such agreement made prior to
made prior the second
to the second
business day after after the issuance of such security, (iii) (iii) not
not acquired from the
acquired from the Collateral Manager, its
Collateral Manager, its
Affiliates or
Affiliates other structured finance vehicle managed
any other
or any managed or controlled by the Collateral Manager unless
Collateral Manager unless
such entity regularly acquires securities of
entity regularly same type for its
of the same its own
own account, could have
account, could the security
held the
have held security
its own
for its investment policies, did not identify the security
account consistent with its investment
own account intended for
as intended
security as for sale
sale
to the Issuer within 90 days of
90 days of its issuance and held the security, without any hedge hedge with the Issuer, for
the Issuer, for at
at
days and (iv)
least 90 days Collateral Manager
(iv) as to which neither the Collateral Manager nor thereof was
nor any Affiliate thereof involved in
was involved in
negotiation of the terms
the negotiation terms or or conditions of the security or (2) (2) satisfies the definition of of an "Eligible
"Eligible
Investrnenf'; (B)
Investment"; (B) is United States real property interest within the meaning of
is not a United of Section
Section 897 897 of the
of the
Code and (C) (C) is treated as debt for U.S. U.S. federal income tax purposes,

(xi) is a
if it is CDO Security,
a CDO CDO Security must (a)
Security, such CDO (a) be CDO S
be a CDO S Note Security and
Note Security (b) as
and (b) as
of the time of purchase by the Issuer, be in in compliance with eligibility criteria,
with the applicable eligibility profile tests
criteria, profile tests
instruments;
inthe related underlying instruments;
and quality tests set forth in

(xii) principal balance


at least 87.5% of the Default Swap Collateral by principal consists of
balance consists Asset-
of Asset-
Backed Securities, Residential Mortgage-Backed
Mortgage-Backed Securities or Commercial
Securities or Mortgage-Backed Securities;
Commercial Mortgage-Backed Securities;

(xiii) isequal to at least 98% of


.the purchase price thereof is par value of such
of the par security and
such security and

ownership or
manner of acquisition), ownership
the manner
(xiv) itit isis aa security the acquisition (including the or
disposition of which will not cause the Issuer to to be in a
treated as engaged in
be treated trade or
a trade business within
or business the
within the
United States for United States federal income tax purposes.
Default Swap Collateral is
The DefaultSwap is expected to to be purchased in in aa face amount equal
face amount to the
equal to initial
the initial
Aggregate Notional Amount of the Synthetic Securities. Under the terms of
Under the of the all Default
Indenture, all
the Indenture, Default
Swap Collateral isis required to be deposited inin the Account for
Collateral Account
Default Swap Collateral
the Default for the
the benefit the
of the
benefit of
Synthetic Security Counterparty. The Issuer will also grant Trustee for
to the Trustee
grant to the benefit
for the of the
benefit of Secured
the Secured
subject to
in the Default Swap Collateral, subject
Parties, aa security interest in to the
the lien of the
lien of the Synthetic Security
Synthetic Security
Counterparty of
Security Counterparty
notify the Synthetic Security
Counterparty, and shall notify of such The Issuer
interest. The
security interest.
such security Issuer
Counterparty with
Security Counterparty
must obtain the consent of the Synthetic Security respect to
with respect initial Default
any initial
to any Swap
Default Swap
Collateral purchased by the Issuer and any Default Swap Collateral purchased
Swap Collateral thereafter.
purchased thereafter.
premiums, dividend
payments, redemption premiums,
Interest payments, distributions, investment
dividend distributions, earnings on
investment earnings on and any
and any
paid with respect
fees paid Default Swap
respect to any Default Collateral will
Swap Collateral constitute property
will constitute the Issuer
of the
property of and will
Issuer and will be paid
be paid
the Trustee and
to the and deposited into Account and
into the Collection Account and treated Proceeds unless
as Proceeds
treated as amounts
such amounts
unless such
to be
required to
are required paid to
be paid to the related Security Counterparty
related Synthetic Security under the
Counterparty under of the
terms of
the terms related
the related
Principal payments on the Default
Synthetic Security. Principal Default Swap prior to
Collateral prior
Swap Collateral the termination
to the termination of of the
the
Synthetic Securities shall be held inin accordance with
be held Securities in
Synthetic Securities
the Synthetic
with the the Default
in the Swap
Default Swap
invested in
and invested
Account and
Collateral Account reinvested in
until reinvested
in Eligible Investments until in Default
Default Swap which
Collateral which
Swap Collateral
satisfy the
satisfy Swap Collateral
the Default Swap Criteria with
Eligibility Criteria
Collateral Eligibility the consent
with the consent of of the
the Synthetic Security
Synthetic Security
Counterparty..
Counterparty

In the event aa Synthetic


In Security isis terminated
Synthetic Security prior to
terminated prior scheduled maturity·
its scheduled
to its the
without the
maturity without
occurrence of
occurrence of aa Credit
Credit Event or aa Floating
Event or Amount Event,
Floating Amount the Collateral
Event, the on behalf
Manager on
Collateral Manager behalf oHhe Issuer .
of the Issuer
shall portion of the
shall cause such portion Default.Swap
related Default.
the related Swap Collateral by the
chosen by
Collateral chosen Security
Synthetic Security
the Synthetic
Counterparty as may
Counterparty be required to make
may be any Synthetic
make any Synthetic Security Payments, to
Termination Payments,
Security Termination be liquidated
to be liquidated

104
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Confidential Treatment
Confidential by Goldman
Requested by
Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825474
GS MBS-E-02182S474
Footnote Exhibits - Page 5564

and any
and anysuch
suchSynthetic Termination Payments
SecurityTermination
Synthetic Security Paymentstoto be directlytoto the
paid directly
be paid SyntheticSecurity
theSynthetic Security
Counterparty; provided
Counterparty; provided that, that, ininthethe case
case ofof Defaulted
Defaulted Synthetic
Synthetic Security
Security Termination
Termination Payments,
Payments, such
such
amountswill
amounts willbe depositedtotothe
bedeposited CollectionAccount
theCollection Accountand andpaid paidin accordancewith
inaccordance withthe PriorityofofPayments.
thePriority Payments.
The remaining
The remaining related Default Swap
related Default Collateral toto the
SwapCollateral extent not
the extent required totobe
not required pledged totothe
be pledged the related
related
SyntheticSecurity
SecurityCounterparty
Counterpartyshall shallbe bereleased
releasedfrom fromthe thelien theSynthetic
lienofofthe Counterpartyand
SecurityCounterparty
SyntheticSecurity and
Synthetic
deliveredtotothe
delivered theTrustee
Trusteefree such lien.
free ofofsuch lien. In theevent
Inthe event that thatno no Credit Floating Amount
EventororFloating
CreditEvent Amount Event Event
underaa Synthetic
under Synthetic Security
Securityhas occurredprior
has occurred priortotothe scheduled maturity
thescheduled maturity ofofthe Security, upon
SyntheticSecurity,
the Synthetic upon
the
the scheduled
scheduled maturity
maturity of
of the
the Synthetic
Synthetic Security,
Security, the
the Synthetic
Synthetic Security
Security Counterparty's
Counterparty's lien
lien on
on the
the Default
Default
Swap Collateral
Swap Collateral shallshall bebe released
released and andthe Collateral Manager
theCollateral Manager on behaHof
onbehalf ofthe Issuershall
the Issuer cause such
shallcause such
Default Swap
Default Swap CollateralCollateral toto be
be delivered
delivered to
to the
the Trustee
Trustee free
free of
of such
such lien.
lien. Upon
Upon release
release of
of the
the lien
lien of
ofthe
the
SyntheticSecurity
Synthetic SecurityCounterparty,
Counterparty,the Issuershall
theIssuer directthe
shalldirect Trusteeto
theTrustee totake any specific actions
take any specific actions necessary necessary
toto create
create inin favor
favor of ofthe Trustee aa valid,
the Trustee perfected, first
vafid, perfected, first priority interest in
security interest
priority security in such Default Swap
such Default Swap
Collateral under
Collateral underapplicable
applicablelaw lawand regulations for
and regulations for the benefitof
the benefit the Secured
ofthe Parties. Any
Secured Parties. DefaultSwap
Any Default Swap
Collateral released
Collateral released from from the lien of
the lien of the Synthetic Security
the Synthetic Counterparty shall
Security Counterparty shall be treated as
be treated as aa Collateral
Collateral
Asset and
Asset and may may be
be retained
retained by
by the
the Trustee
Trustee or
or sold
sold by
by the
the Collateral
Collateral Manager
Manager inin the
the sole
sole discretion
discretion ofthe
of the
Collateral Manager
Collateral Manager without regard to
without regard whether such
to whether such sale sale would be permitted as a sale
would be permitted as a sale of a Defaulted of a Defaulted
Obligation or
Obligation or aa Credit
Credit Risk
Risk Obligation;
Obligation; provided providedthat that no Event of
no Event Default has
of Default occurred and
has occurred and is is continuing.
continuing.
Any Proceeds
Any Proceeds net net of
of purchase
purchase accrued
accrued interest
interest or
or interest
interest payments
payments received
received upon
upon the
the maturity
maturity or
or
liquidation of the Default Swap Collateral released from the lien
liquidation of the Default Swap Collateral released from the lien of
of the
the Synthetic
Synthetic Security
Security Counterparty
Counterparty
shall be
shall be deposited
deposited to to the Default Swap
the Default Collateral Account.
Swap Collateral Account.

Upon the
Upon the occurrence
occurrence of of aa Credit
Credit EventEvent or Floating Amount
or Floating Amount Event under a
Event under a Synthetic Security, the
Synthetic Security, the
Default Swap Collateral chosen by the Synthetic Security
Default Swap Collateral chosen by the Synthetic Security Counterparty
Counterparty after
after the
the application of any
of any cash
cash
and Eligible
and Eligible Investments
Investments on deposit in
on deposit Default Swap
the Default
in the Account will
Collateral Account
Swap Collateral will be sold by
be sold by thethe Collateral
Collateral
Manager in a sale arranged by the Collateral Manager and any
Manager in a sale arranged by the Collateral Manager and any amounts
amounts owed
owed to the
the Synthetic
Synthetic Security
Security
Counterparty will be paid by
by the Issuer
Issuer from the liquidation proceeds of such
such Default
Default Swap
Swap Collateral.
Collateral. In
In
Counterparty will be paid will accept the
the event
the event such
such liquidation
liquidation proceeds Security
proceeds are less than par, the Synthetic Security Counterparty will accept the Counterparty
liquidation proceeds
liquidation proceeds applicable
applicable to the face amount of Default
to the Default Swap CollateralCollateral sold which is
sold which equal to
is equal to the
the
amount
amount due due to to the Security Counterparty. In
Synthetic Security
the Synthetic In addition, under certain circumstances upon
certain circumstances upon thethe
occurrence of
occurrence of a a Credit Event, the
Credit Event, Default Swap
the Default SWap Collateral chosen by the Synthetic Security Counterparty Counterparty
will
will instead
instead be delivered to the
be delivered the Synthetic Security Counterparty Counterparty in exchange for
in exchange for a a Deliverable Obligation.
Deliverable Obligation.
Any Deliverable Obligation delivered to the
Any Deliverable Obligation delivered to the Issuer will be deemed
deemed to be a Collateral
Collateral Asset
Asset and
and may be
may be
retained or sold
sold by
by the
the Issuer
Issuer at
at the sole discretion of the Collateral Manager
Manager without
without regard
regard to
to whether
whether
retained or
such
such sale
sale would
would be be permitted
permitted as as a sale of aa Defaulted
a sale Defaulted Obligation or aa Credit Risk Obligation. Any
Risk Obligation. Any
Proceeds net of purchased
Proceeds net of purchased accrued
accrued interest or interest
interest payments received
received upon
upon the
the maturity
maturity or
or liquidation
liquidation
of
of aa Deliverable
Deliverable Obligation
Obligation shall deposited to
shall be deposited to the Default Swap Collateral Account. In
Collateral Account. event aa
the event
In the
Credit Event has occurred and the
the Issuer
Issuer is
is required
required to liquidate Default
Default Swap
Swap Collateral
Collateral and
and deliver
deliver cash
cash
Credit Event has occurred and market risk risk onon
to
to the
the Synthetic
Synthetic Security
Security Counterparty,
Counterparty, the Synthetic Synthetic Security Counterparty will
Security Counterparty bear any
will bear any market
the liquidation of the Default Swap Collateral.
the liquidation of the Default Swap Collateral.

The
The Synthetic
Synthetic Security
Security Counterparty
Counterparty hashas the right to
the right purchase any
to purchase Default Swap
any Default being
Collateral being
Swap Collateral
sold
sold for
for less
less than
than its
its par
par amount
amount at
at a
a price
price equal
equal to
to the
the highest
highest bid
bid received
received for
for such
such Default
Default Swap
SWap
Collateral. The Collateral Manager shall provide
Collateral. The Collateral Manager shall provide the
the Synthetic
Synthetic Security
Security Counterparty
Counterparty prior
prior notice
notice of
of the
the
price at which
price at which any
any Default
Default Swap
Swap Collateral
Collateral is
is being
being sold
sold prior
prior to
to such
such sale.
sale.

Reports
Reports
AAreport to the Holders of
the Holders Notes and
the Notes
of the Holders of
and Holders the Income
of the and
Notes and
Income Notes
reportwill
will be
be made
made available
available to
on
will provide information on the Collateral
will provide information on the Collateral Assets
Assets as
as well
well as
as information
information with
with respect
respect to
to payments
payments made
made on
the related
the related Payment
Payment Date
Date (each,
(each, aa "Payment
"Payment Report'),
Report'). beginning
beginning in
in September
September 2007.
2007.

The
The information
information inineach
eachPayment
PaymentReport will be
Reportwill prepared as
beprepared Determination Date
the Determination
asofofthe preceding
Date preceding
other things, the amounts payable in accordance with
the related Payment Date and will set out, among
the related Payment Date and will set out. among other things. the amounts payable in accordance
transfer
with
the
the Priority of
the Priority of Payments
Payments on
on such
such Payment
Payment Date.
Date. The
The Issuer
Issuer will
will instruct
instruct the
the Trustee
Trustee to
to transfer the
-amounts
amountsset forthininsuch
setforth such Payment
Payment Report themanner
Report ininthe specifiedin.
mannerspecified in accordance with,,the Priority
and in accordance with •.the Priority
in,and
ofofPayments. Notes are listed on
are listed exchange, the
stock exchange,
any stock
on any Payment Reports
the Payment be
will be
Reports will
Payments. As As long
long as
as any
any Notes
obtainable
obtainableatatthe officeofofthe
theoffice theListing andPaying
Listingand Agent.
PayingAgent.

105
105

Confidential
ConfidentialTreatment byGoldman
Requestedby
TreatmentRequested Sachs
Goldman Sachs GS MBS-E-021825475
GSMBS-E-021825475
Footnote Exhibits - Page 5565

Cashflow
Cashflow Swap
Swap Agreement
Agreement

General. On the Closing Date,


On the enter into a Cashflow
Date, the Issuer will enter Agreement with
CashfJow Swap Agreement with
Goldman
Goldman Sachs
Sachs International
International ("GSI')
("GSI'1 as initial Cashflow
Cashflow Swap
Swap Counterparty. The Issuer replace the
may replace the
Swap Agreement
Cashflow Swap enter into any additional
Agreement but shall not enter agreements after
additional hedge agreements the Closing
after the Closing
Date.

CashfJow Swap Agreement,


Pursuant to the Cashfiow Agreement, on on each Payment Date Date occurring through the
Cashflow Swap
termination of the Cashflow
termination Agreement in
Swap Agreement in accordance with the of Payments, the Issuer
the Priority of Issuer will
amounts to the Cashflow
pay certain amounts Swap Counterparty
Cashflow Swap CashfJow Swap
Counterparty and the Cashflow Counterparty will make
Swap Counterparty
advances to the Issuer inin an amount equal to certain
certain Cashflow Amount as described in
Cashflow Swap Shortfall Amount in the
Cashfiow Swap Agreement. Any Cashflow
Cashflow Swap Shortfall Amounts paid under
CashfioiN Swap Shortfall Cashflow Swap
under the Cashflow Swap
Agreement CashfJow Swap Counterparty
Agreement by the Cashflow accrue interest and be repaid to the
Issuer will accrue
Counterparty to the Issuer the
Cashflow Swap
Cashflow Counterparty in
Swap Counterparty with the Priority of Payments. See "Description
in accordance with of the Notes
"Description of Notes
Payments." To
- Payments on the Notes - Priority of Payrmhents." Issuers would have insufficient funds
To the extent the Issuers
available to pay interest on the Class S S Notes, the Notes or the
the Class A Notes Notes on
the Class B Notes on a
a Payment
Payment
Date as a result of any of the Collateral Assets deferring the payment
Date payment ofof interest due thereon in in
accordance with its terms, interest on the Class S Notes, the Class A A Notes and the Class B be
B Notes will be
from the amounts advanced by the Cashflow
payable by the Issuer from Cashflow Swap Counterparty to
Swap Counterparty the Issuer
to the Issuer
U.S.$50,OOO,OOO (as reduced in
CashfJow Swap Agreement up to U.S.$50,000,000
under the Cashflow in accordance with the
Cashflow Swap Agreement): provided that the Cashflow Swap
Swap Agreement); Swap Counterparty will notnot make advances to
make advances to
second year.
cover any shortfall resulting from any Collateral Asset deferring interest beyond the second year.
Agreement shall provide that the Cashflow Swap
ensiJre that the Cashflow Swap Agreement
The Issuer shall ensure
(a) that the Issuer's obligations under the Cashflow
Counterparty will agree (a)
Counterparty Swap Agreement
Cashflow Swap Agreement are limited
are limited
subordinated as
recourse obligations of the Issuer payable solely from the Collateral and subordinated forth in
as set forth in the
the
Priority of Payments and (b) (b) to a (c) that such Cashflow Swap
and (c)
a standard non-petition clause, and Swap
Agreement shall be govemed by, and construed in
Agreement the laws of
inaccordance with, the ofthe State of
the State of New York.
New York.
Payments (other than Defaulted Payments) due to the Cashflow
Cashflow Swap Termination Payments)
Defaulted CashfJow Cashflow
Agreement shall be paid, in
Counterparty under the Cashflow Swap Agreement
Swap Counterparty accordance with the Priority
inaccordance of
Priority of
available therefor on
Proceeds available
Payments, prior to any payments on the Securities, from Proceeds each Payment
on each Payment
Cashflow Swap Counterparty shall rank
Date. The claims of the CashfJow with the
rank pari passu with the claims
claims of other
of other
payments at
Cashflow Swap Counterparties entitled to receive payments
CashfJow at the the Priority
same level of priority within the
the same Priority
Cashflow Swap Termination
of Payments. Defaulted CashfJow shall be paid
Termination Payments shall payment of
paid after payment of Principal
Principal
in accordance with the Priority of Payments.
Proceeds to the Notes in Payments.
Agreement, the Issuer
Cashflow Swap Agreement,
Pursuant to the initial Cashflow terminate the
may terminate
Issuer may initial Cashflow
the initial Cashflow
Swap Agreement
Agreement ifif (A)
(A) the Moody's First Rating Trigger Trigger Requirements apply and 30 more local
30 or more local
business days have elapsed since the last time the Moody's First Rating
Moody's First Rating Trigger Requirements. did
Trigger Requirements not
did not
perform any obligation to be
apply and GSI has failed to comply with or perform be complied with or performed under
or performed
the Credit Support Annex, and (B)(B)(x)
(x)the
the Moody's Second Rating
Moody's Second Rating Trigger apply and
Requirements apply
Trigger Requirements and 30 or
or
more local business days have elapsed since the last time the Moody's Second
time the Trigger
Rating Trigger
Second Rating
Requirements did not apply and (y)
ReqUirements (i) an
(y) (i) Eligible Replacement has not become the
an Eligible the transferee
transferee of of aa
in accordance with Part 5(b
transfer made in 5(b)(i) the Cashflow Swap
of the
}(i) of subject to
Agreement, subject
Swap Agreement, to satisfaction of
satisfaction of
the Rating Agency Condition and/or (ii)(ii) an entity with the Moody's First Trigger
Moody's First Required Ratings has
Trigger Required not
has not
provided an Eligible Guarantee in in respect of all of of the initial Cashflow
the initial Swap Counterparty's
Cashflow Swap present and
Counterparty's present and
Mure obligations under the Cashflow Swap Agreement.
future
The Cashflow SWap Swap Agreement may be terminated, whether whether or not the
or not Notes have
the Notes paid in
been paid
have been in
full on or prior to such termination, upon, among among other things, (i)(i) certain events of bankruptcy, insolvency,
conservatorship, receivership or reorganization of the Issuer or the related CashfJow Cashflow Swap Counterparty,
(ii) failure on the part of the Issuer or the related
(ii) Counterparty to
Cashflow Swap Counterparty
related CashfJow to make any payment
make any payment
under the Swap Agreement within the applicable
the Cashflow Swap grace period.
applicable grace (iii) certain
period, (iii) or other
withholding or
certain withholding other
payments to be
being imposed on payments
taxes being be made
made under Cashflow Swap
the Cashflow
under the Agreement as.
Swap Agreement forth inin
set forth
as set.
5(b)(ii) and (iii) of the ISDA Master Agreement incorporated ininthe Cashflow Swap
Sections 5(b}(ii} Swap Agreement.
Agreement,
(iv)aa change in
(iv) illegal for either
inlaw making itit illegal Issuer or
either the Issuer Counterparty to
Cashflow Swap Counterparty
or the related Cashflow to be
be

106
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Confidential Treatment Goldman Sachs


Requested by Goldman
Treatment Requested MBS-E-021825476
GS MBS-E-021825476
Footnote Exhibits - Page 5566

aaparty partyto,
to,ororperformperforman obligationunder,
anobligation under,the CashflowSwap
theCashflow Agreement,(v)
SwapAgreement, (v)an EventofofDefault
anEvent Defaultunder under
the theIndenture
Indentureoccurs occursand andis continuingand
iscontinuing therehas
andthere hasbeen liquidation(in
beenaaliquidation whole),or
(inwhole), orthethecommencement
commencement
ofofaaliquidation
liquidation(in whole) ofofthe
(inwhole) assetsofofthe
the assets Issuer, (vi)
the Issuer, Indenture is
theIndenture
(vi)the supplemented oror amended
issupplemented amended
withoutthe
without theconsent consentofofthe CashflowSwap
theCashflow Counterpartyas
Swap Counterparty describedtherein,
as described therein, (vii) Cashflow Swap
theCashflow
(vii)the Swap
Counterpartyis
Counterparty isnonolonger SecuredParty
longeraaSecured Partyunderunderthe Indentureor
theIndenture (vii~the
or(viii) aggregatePrincipal
theaggregate PrincipalBalanceBalanceof of
the Collateral
the Collateral Assets Assets is
is less
less than
than U.S.$50,000,000.
U.S.$50,OOO,OOO. Notwithstanding
Notwithstanding the.foregoing,
the foregoing, the
the Issuer
Issuer will
will not
not
optionally terminate
optionally terminate any any Cashfiow
Cashflow Swap Agreementunless
Swap Agreement unlessthe Rating Agency
the Rating Condition is
Agency Condition satisfied in
is satisfied in
connection with such termination.
connection with such termination.

AA termination
termination of Cashflow Swap
ofaa Cashflow Agreement will
Swap Agreement will not constitute an
not constitute Event of
an Event Default under
of Default underthe the
Indenture.
Indenture. Although
Although the
the Issuer
Issuer believes
belieVes that
that any
any such
such termination
termination is
is unlikely,
unlikely, the
the Issuer
Issuer has
has agreed
agreed toto
Lise reasonable
reasonableefforts effortsto enterinto
toenter CashflowSwap
substituteCashflow
intoaa substitute Agreement on similar
Swap Agreement on similar terms to the extent terms to the extent
use
that the
that the Issuer
Issuer is is able
able to to enter such an
into such
enter into agreement, and
an agreement, apply any
shall apply
and shall termination receipts
any termination receipts to tothe
the
purchase of
of aa new
new Cashflow
Cashflow Swap
Swap Agreement.
Agreement. If
If the
the Issuer
Issuer isis unable
unable to
to obtain
obtain aa substitute
SUbstitute Cashflow
Cashflow
purchase
Swap Agreement,
Swap Agreement, interest interest due due on on the Notes will
the Notes paid from
be paid
will be amounts received
from amounts received on on the CollateralAssets
the Collateral Assets
and Default
and Default Swap Swap Collateral
Collateral without
without the
the benefit
benefit of
of any
any Cashflow
Cashflow Swap
Swap Agreement.
Agreement. There
There can
can be no
be no
assurance that such amounts will be sufficient to provide for the full
assurance that such amounts will be sufficient to provide for the full payment
payment of
of interest
interest on
on the
the Notes,
Notes, or
or
that amounts that would otherwise
that amounts that would otherwise be
be distributable
distributable to
to the
the Holders
Holders ofof the
the Income
Income Notes
Notes will
will not
not be
be
reduced.
reduced.
In the
In the eventevent of of any
any early termination of
early termination of a Cashflow Swap
a Cashflow Agreement (i)
Swap Agreement (i) any Cashflow Swap
any Cashflow Swap
Termination Receipts
Termination Receipts paid paid to to the Issuer and
the Issuer and not concurrently applied
not concurrently applied in connection with
in connection with thethe Issuer's
Issuer's
entering into
entering into a replacement Cashflow
a replacement Cashflow Swap Agreement will
Swap Agreement will be deposited in in a segregated trust
single, segregated
a single, trust
account held
account held in in the
the namename of the Trustee "Cashflow Swap
Trustee (the "Cashflow Swap Termination Receipts Account") for
Termination Receipts Account") for the
the
benefit of
benefit of the Secured Parties
the Secured Parties and (ii) (ii) any amounts received by
any amounts by the Issuer from
the Issuer from a a replacement
replacement
counterparty in
counterparty consideration for
in consideration for entering into a a substantially similar replacement replacement agreement agreement that that
preserves for the Issuer the economic equivalent
preserves for the Issuer the economic equivalent of the
the terminated
terminated Cashflow
Cashflow Swap
Swap Agreement
Agreement ("Cashflow
("Cashflow
Swap Replacement
Swap ReplacementProceeds") Proceeds") will be deposited in
will be in a single, segregated trust trust account
account held held in the United
in the United
States in the name of the Trustee
States in the name of the Trustee (the "Cashflow Swap
"Cashflow Swap Replacement
Replacement Account")
Account") for
for the
the benefit
benefit of the
of the
Secured Parties.
Secured Parties.
The Collateral
The Collateral Manager Manager may cause' the Issuer, promptly following
may cause following the the early termination of
early termination of a a
Cashflow
Cashflow Swap Agreement (other than with respect to a
Swap Agreement a Final Payment Date) and to the extent
Date) and to the extent possible possible
through
through application
application of available in
funds available
of funds in the Cashflow Swap Termination Termination Receipts Account, to
Receipts Account, enter into
to enter into aa
replacement
replacement Cashflow Cashflow Swap
Swap Agreement
Agreement (a
(a "Replacement
"Replacement Cashflow Swap
Swap Agreement")
Agreement") which
which may
may have
have
different different notional amounts, amounts, provided that that the Rating Agency
the Rating Condition is
Agency Condition is
different terms, terms, including
including different
satisfied.
satisfied.
IfIf(i) Cashflow Swap
the Cashflow Termination Receipts
Swap Termination Receipts AccountAccount exceed exceed the costs of
the costs of
(i)the
the funds
funds available
available ininthe
not to
entering
entering into into aa Replacement
Replacement Cashflow Cashflow Swap Agreement, (ii)
Swap AgreemElnt, (ii)the Collateral Manager
the Collateral Manager determines not to determines
replace the terminated Cashflow Swap Agreement
replace the terminated Cashflow Swap Agreement and
and the
the Rating
Rating Agency
Agency Condition
Condition is
is satisfied,
satisfied, or
or (iii)
(iii)
the
the termination
termination isisoccurring occurring with with respect
respect to Payment Date,
Final Payment
to aa Final Date, then amounts ininthe
then amounts Cashflow Swap
the Cashflow Swap
Termination
Termination Receipts Receipts AccountAccount (after providing for
(after providing for the costs of
the costs entering into
of entering Replacement Cashflow
into aa Replacement Cashflow
Swap
Swap Agreement,
Agreement, ififany) any) willwill be transferred to
be transferred the Collection
to the Account on
Collection Account on thethe next Transfer Date
following Transfer
next following Date
and
and will
will be be treated
treated as as Principal Proceeds and
Principal Proceeds and distributed with the Priority
accordance with the Priority of Payments on
distributed ininaccordance of Payments on
the next Payment Date (or on such
the next Payment Date (or on such Final
Final Payment
Payment Date,
Date, in
in the
the event
event the
the Notes
Notes are
are redeemed
redeemed in
in full
full
thereon).
thereon).
IfIfaa Cashflow
Cashflow Swap Swap Agreement terminated and
Agreement isis terminated and the costs of
the costs entering into
of entering Replacement
into aa Replacement
Cashflow
Cashflow Swap Swap Agreement
Agreement exceed exceed the funds on
the funds deposit and
on deposit and available therefor ininthe
available therefor Cashflow Swap
the Cashflow Swap
Termination Receipts Account, then, after
Termination Receipts Account, then, after using
using the
the funds
funds in
in the
the Cashflow
Cashflow Swap
Swap Termination
Termination Receipts
Receipts
Account,
Account,the the Issuer
Issuer may may enter
enter into Replacement Cashflow
into aaReplacement Cashflow Swap Agreement with
Swap Agreement with the amount ofof such
the amount such
shortfall payable to the replacement Cashflow Swap Counterparty in accordance
shortfall payable to the replacement Cashflow Swap Counterparty in accordance with
with the
the Priority
Priority ofof
- -- ----.- Payments-on following
Payments-on following Payment Payment Dates.
Dates. ' . __ .__ _

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TreatmentRequested Sachs
GoldmanSachs
byGoldman GS MBS-E-021825477
GSMBS-E-02182S477
Footnote Exhibits - Page 5567

Theamounts
The amountsin inthe CashflowSwap
theCashflow ReplacementAccount
SwapReplacement Accountwill willbe beapplied directlytotothe
applieddirectly thepayment
payment
ofoftermination
terminationamounts
amountsowing owingtotothe CashflowSwap
theCashflow Counterparty,ififany.
SwapCounterparty, any.To Tothe extentnot
theextent notfully paidfrom
fullypaid from
Cashflow Swap
Cashflow Replacement Proceeds,
Swap Replacement Proceeds, such amounts will
such amounts will be payable toto the
be payable Cashflow Swap
the Cashflow Swap
Counterpartyon
Counterparty subsequentPayment
onsubsequent PaymentDates accordancewith
Datesininaccordance withthe Payments. To
PriorityofofPayments.
thePriority Tothe theextent
extent
that the
that the funds
funds available
available in Cashflow Swap
the Cashflow
in the Swap Replacement Account exceed
Replacement Account exceed any such terminationany such termination
amounts (or
amounts (or ifif there
there are are no amounts), the
termination amounts),
no termination the excess amounts in
excess amounts Cashflow Swap
the Cashflow
in the Swap
Replacement Account will
will be
be transferred
transferred to
to the
the Collection
Collection Account
Account on
on the
the next
next Transfer
Transfer Date
Date and
and will
will be
be
Replacement Account of Payments on the next
treated as Principal Proceeds and distributed
treated as Principal Proceeds and distributed in
in accordance
accordance with
with the
the Priority
Priority of Payments on the next
Payment Date. Date. IfIf the the termination amounts owing
termination amounts owing toto the Cashflow Swap
the Cashflow Swap Counterparty
Counterpartyexceed exceed the the
Payment
Cashflow Swap
Cashflow Replacement Proceeds
Swap Replacement Proceeds for for such agreements, then, unless such amounts represent
such agreements, then, unless such amounts represent
Defaulted Cashflow
Defaulted Cashflow Swap Swap Termination Payments, they
Termination Payments, will be
they will be paid funds are
before funds
paid before applied to
are applied to pay
pay
principal or interest
principal or interest on
on any
any Notes
Notes (except
(except for
for the
the Class
Class S-1
S-1 Notes)
Notes) inin accordance
accordance with
with the
the Priority
Priority of
of
Payments.
Payments. .

In order
In order to to effect
effect an Redemption by
Optional Redemption
an Optional Liquidation, Tax
by Liquidation, Redemption or
Tax Redemption Auction, the
or Auction, the
Cashflow Swap Agreement must
must be
be terminated
terminated and
and the
the proceeds
proceeds from
from such
such termination
termination and
and from
from the
the
Cashflow Swap Agreement owing toto the
liquidation
liquidation of
of the
the remaining
remaining Collateral
Collateral must
must be
be sufficient
sufficient to
to pay
pay any
any termination
termination payment
payment owing the
Cashflow Swap
Cashflow Swap Counterparty
Counterparty (other (other thanthan any Cashflow Swap
Defaulted Cashflow
any Defaulted Payments) in
Termination Payments)
Swap Termination in
addition
addition to
to any
any amounts
amounts owing
owing under
under the
the Notes
Notes and
and certain
certain other
other expenses.
expenses.

Each Cashflow
Each Cashflow Swap Agreement will
Swap Agreement provide that
will provide that the Cashflow Swap
related Cashflow
the related Counterparty may
Swap Counterparty may
assign its obligations under
assign its obligations under a Cashflow a Cashflow Swap
Swap Agreement
Agreement to
to any
any institution which
which satisfies
satisfies the
the Rating
Rating
Agency Condition
Agency Condition with respect to such assignment.
with respect assignment.

The initial
The initial Cashflow
Cashflow Swap Counterparty is
Swap Counterparty GSI. GSI
is GSI. GSI is affiliate of
is an affiliate the Initial
of the Purchaser, and
Initial Purchaser, and
other
other affiliates
affiliates of the
of.the Initial
Initial Purchaser
Purchaser or the Collateral
Collateral Manager
Manager may
may also act
act as
as Cashflow
Cashflow Swap
Swap
Counterparties from
Counterparties from time
time to which may
time, which
to time, create certain conflicts of
may create interest. See
of interest. "Risk Factors-Other
See "Risk Factors-Other
Considerations-Certain
Considerations-Certain Conflicts of Interest"
Interest."

The Cashflow
The Cashflow Swap Counterparty ratings requirements, termination
Swap Counterparty termination events events and and thethe required
required
consents and actions
consents and actions described described herein are subject to modification prior to the Closing
Closing Date,
Date, and may be
and may be
revised thereafter upon satisfaction of the Rating Agency Condition. The
upon satisfaction description of
The description provisions of
the provisions
of the of
revised thereafter to be entered
the Cashflow Swap
the Cashflow Swap Agreement Agreement herein may vary from the actual Cashflow Swap
Swap Agreement
Agreement to be entered
into
into by
by the
the Issuer
Issuer and GSI on the Closing Date.
and GSI
Cashflow
Cashflow Swap Agreement. As
Swap Agreement. of the Closing Date, the Issuer will enter into aa Cashflow
As of Swap
Cashflow Swap
Agreement with
Agreement with GSI
GSI and
and may
may from
from time
time to
to time
time enter
enter into
into additional Cashflow Swap
Swap Agreements
Agreements (each,
(each, aa
"Cashflow Swap Agreement") with GSI or other counterparties
"Cashflow Swap Agreement") with GSI or other counterparties (each,
(each, a
a "Cashflow Swap
Swap Counterparty").
Counterparty").

WEIGHTED
WEIGHTED AVERAGE LIFE AND
AVERAGE LIFE CONSIDERATIONS
YIELD CONSIDERATIONS
AND YIELD
The
The Stated
Stated Maturity
Maturity ofof the (other than
Notes (other
the Notes the Class
than the Notes and
Class SSNotes and the Class A-1
the Class Notes) and
A-1 Notes) the
and the
Income Notes is
its the
the Payment
Payment Date
Date in
in December
December 2047,
2047, the
the Stated
Stated Maturity
Maturity of
of the
the Class
Class S
S Notes
Notes is
is the
the
Income Notes Class A-1b Notes
Payment Date in September 2011, the Stated Maturity
Payment Date in September 2011, the Stated Maturity of
of the
the Class
Class A-I
A-1a a Notes
Notes and
and the
the Class A-1b Notes
isisthe 2039 and the Stated
and the Maturity of
Stated Maturity the Class
ofthe Notes and
A-1c Notes
Class A-1c and the Class A-
the Class A-
the Payment
Payment Date Date ininDecember
December 2039
than the
1dld Notes
Notes isisthe
the Payment
Payment Date September 2044.
Date ininSeptember However, the
2044. However, principal of the Notes (other
the prinCipal of the Notes (other than the
Class
Class SS Notes) expected toto be
Notes) isisexpected paid ininfull
be paid prior toto the
full prior Stated Maturity.
the Stated Average life
Maturity. Average the
refers toto the
life refers
average amount ofof time
time that
that will
will elapse
elapse from
from the
the date
date of
of delivery
delivery of
of aa security
security until
until each
each dollar
dollar of
of the
the
average amount
principal of such security
principal of such security willbe will be paid
paidtotothe investor. The
the investor. of the Notes will be determined
lives of the Notes will be determined by
average lives
The average by
the amount of principal
the amount of principal payments payments which
which are
are dependent
dependent on
on aa number
number of
of factors,
factors, including
including when
when the
the
Collateral
CollateralAssets
Assets are are repaid.
repaid.
Weighted Life. Weighted
Weighted average refers toto the
life refers
average life amount ofoftime
average amount
the average will
that will
time that
Weighted Average
Average Ufe.
be paid
elapse from the date
elapse from the date of
ofdelivery
delivery of
ofaasecurity
security until
until each
each dollar
dollar of
of the
the principal
principCiI of
of such
such security
securitY. will
will be paid
totothe
theinvestor.
investor. The
Theweighted
weightedaverage livesofofthe
averagelives Notesofofeach
theNotes Classwill
eachClass determinedby
bedetermined
willbe bythe amount
theamount
and frequency of prinCipal payments,
and frequency of principal payments, which
which are
are dependent
dependent upon,
upon, among
among other
other things,
things, the
the amount
amount of
of

108
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Treatment Requested byGoldman Sachs
Goldman Sachs GS MBS-E-021825478
GSMBS-E-021825478
Footnote Exhibits - Page 5568

payments received at or in
payments advance of
in advance maturity of the
of the scheduled maturity the Collateral Assets (whether through
Collateral Assets through
sale, maturity, redemption, prepayment, default or other or disposition). The
other liquidation or The actual weighted
actual maturities
average lives and actual of the Notes
maturities of Notes will be affected by the financial conditions of
be affected "of the obligors
the issuers
on or the issl,lers of the Collateral the underlying assets, and the
Collateral Assets or the obligors on the the characteristics
of such securities and assets, including the existence and and frequency of exercise of any optional or
mandatory redemption redemption price, prepayment
redemption features, the prevailing level of interest rates, the redemption prepayment
prepayment premiums
rates, any lockout periods or prepayment default rate and the actual
premiums or penalties, the actual default actual
tender or exchange offers for such
Defaulted Obligations, and the frequency of tender
level of recoveries on any Defaulted
Collateral Assets. Any disposition of a Collateral Asset will change the composition and characteristics of
payments and payment characteristics thereon, and, accordingly,
Assets and the scheduled payments
the Collateral Assets
weighted average lives of
may affect the actual weighted Notes. The rate
of the Notes. futurE! defaults and the amount
rate of future amount
and timing of any cash realization from Defaulted Obligations and Credit Credit Risk Obligations also will affect
maturity and weighted average lives of
the maturity weighted average life of the Notes of
of the Notes. The weighted of each
whether or not the Notes are redeemed. The weighted average
depending on whether
Class may also vary depending average lives
of the Notes are expected to be shorter, and may be substantially shorter, than
the Notes than" the Stated Maturity of the
the
Notes.

the" percentage of the initial balance of each Class of Notes


The table set forth below indicates the
that would be outstanding on each Payment Oate prepayments or losses and the weighted
Date assuming no prepayments
average life of each Class of Notes and principal window of each Class based on the following
assumptions (the "Collateral Assets Assumptions"):
i.
i. Forward LIBOR curve as of March 20, 2007 are assumed;
Forward three month UBOR

ii.
ii. the Closing Date isis March Payment Date is
March 27, 2007, the first Payment 4, 2007, and
is September 4,
September and December, not
Payment Dates are the third day of every March, June, September
Payment not
adjusting for Business Days;
iii. all of the net proceeds of the offering of the Securities are the Closing
as of the
are invested as Date
Closing Date
inthe Collateral Assets and Default Swap Collateral;
in

iv.
iv. the Coverage Tests are satisfied as of the Closing Date;
v.
v. (i),(ii)
expenses due under clauses (i), (iii) of the Priority of Payments
(ii) and (iii) Payments are paid on each
are paid
U.S.$12,062.50 and 0.0018125%
Payment Date and will be $35,500 plus the greater of U.S.$12,062.50 0.0018125%
of the Quarterly Asset Amount for the related Due Period (0(, (or, with respect to the
the first
first
Payment Date, as such amounts are adjusted based on the number of days in in such Due
Due
Period);

vi. Management Fee is


the Collateral Management Balance
is 0.04% per annum of the outstanding Principal Balance
of the Collateral Assets;
vii.
vii. Deferred Management Fees;
there are no Current Deferred

viii.
viii. the Deferred Structuring Expense is Principal
is 0.04% per annum of the outstanding Principal
Balance of the Collateral Assets;

ix. Prior to distribution on each Payment Date, interest collections are assumed to be be
in the Collection Account for 30 days, and principal collections are assumed to
deposited in to
be deposited in to three
in the Collection Account for 50 days, each earning aa rate equal to
0.30% per annum;
LIBOR minus 0.30%
month UBOR

x.
x. Inthe Default Swap Collateral Account
Default Swap Collateral and Eligible Investments in
assumed.to accrue interest at three month USOR
are assumed. 0.10%;
LIBOR plus 0.10%;
xi.
xi. each Collateral Asset will pay principal and interest in and
its terms and
in accordance with its
received, unless
scheduled payments will be timely received, specified;
unless otherwise specified;

109
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MBS-E-021825479
Footnote Exhibits - Page 5569

xii.
xii. failureto
failure payinterest
to pay tothe
interestto ofthe
HolderS of
the Holders ClassAA Notes
theClass and the
Notesand Class B
theClass BNotes notan
Notesisis not an
Eventof
Event ofDefault;
Default;

xiii.
xiii. all
allunpaid ClassC
unpaid Class CNote ClassD
andClass
Noteand 0 Note Deferred Interest;
interest isis Deferred
Note interest Interest;

xiv.
xiv. thereare
there are no
no sales;
sales;

xv.
xv. no rating
no rating change
change occurs on any
occurson Asset or
Collateral Asset
any Collateral the Notes;
orthe Notes;

xvi.
xvi. there no Optional
there isis no Redemption, Tax
Optional Redemption, Redemption or,
Tax Redemption except with
or, except respect to
with respect the table
to the table
setting. forth
setting forth thethe Percentages
Percentages of
of Initial
Initial Principal
Principal Balance
Balance of
of the
the Class
Class A-1
A-1 Notes,
Notes, Class A-
Class A-
22 Notes, Class B
Notes, Class B Notes, Class C
Notes, Class Notes and
C Notes Notes and
0 Notes
Class D
and Class and the table setting
the table forth the
setting forth the
Sensitivity of
Sensitivity Payments to
Principal Payments
of Principal to CDR, Auction Call;
CDR, Auction Call;

xvii.
xvii. defaults are
defaults incurred at
are incurred the constant
at the annual default
constant annual rates and
default rates are applied
and are on each
applied on each
Payment Date
Payment Date to the outstanding
to the Principal Balance
outstanding Principal of the
Balance of Collateral Assets
the Collateral of such
as of
Assets as such
Payment Date
Payment commencing on
Date commencing on the Date in September
Payment Date
the Payment 2008; and
September 2008; and

xviii.
xviii. there is
there is no interest on the
PIK interest
no PIK Collateral Assets.
the Collateral Assets.

Percentages of
Percentages of Initial of the
Balance of
Initial Principal Balance A-1 Notes,
Class A-1
the Class Noles, Class A-2 Notes,
Class A-2 Notes,
Class B Notes,
Class Class C
Notes, Class Class D
and Class
Notes and
C Notes D Notes
Notes

A-1a
Class A-la Class A-lb
Class A-1b Class A-1c
Class Class A-1d
ClassA-1d Class A-2
ClassA-2 Class B
Class B Class C
Class C Class D
Class 0
Closing Date
Closing Date 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00%
September 4,
September 4, 2007
2007 93.17% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 98.63%
98.63% 100.00%
100.00% 100.00%
100.00% 99.33%
99.33%
September 3, 2008
September 3, 2008 83.89%
83.89% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 96.78%
96.78% 100.00% 100.00%
100.00% 98.00%
98.00%
September 3, 2009
September 3, 68.69%
68.69% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 93.74% 100.00%
100.00% 100.00%
100.00% 96.67%
96.67%
September
September 3,2010
3,2010 43.13% 100.00%
100.00% 100.00%
100.00% 100.00%
100.00% 88.63% 97.06% 98.52% 92.55%
92.55%
September 3, 2011
September 3,2011 0.00% 95.95%
95.95% 100.00%
100.00% 100.00%
100.00% 78.38% 85.84% 87.13% 80.44%
80.44%
September
September 3,
3,2012
2012 0.00%
0.00% 68.64% 100.00% 100.00%
100.00% 67.46% 73.88% 74.99%
74.99% 69.19%
69.19%
September 3,2013
September 3, 2013 0.00% 23.80% 100.00%
100.00% 100.00%
100.00% 49.52% 54.23% 55.05%
55.05% 50.70%
50.70%
September
September 3,
3,2014
2014 0.00%
0.00% 0.00% 0.00% 25.22%
25.22% 36.80% 40.30% 40.90% 37.59%
37.59%
September 3, 2015
September 3, 2015 0.00% 0.00% 0.00% 0.00%
0.00% 0.00% 0.00% 0.00%
0.00% 0.00%
0.00%
September
September September
September March 3,
March 3, 3,
June 3, September
September June 3, September
September September
September
4,200710
4, 2007 to 3,201110
3, 2011 to 2014 to
2014 2014 to
201410 4,2007 to
4, 2007 to to
2010 to 3, 2010 to
3,2010 to 4,2007 to
4, 2007 to
Expected
Expected Principal September March 3,
March 3, June 3, December
December September
September· September
September September
September September
September
Window(1)
Window(1) 3,2011
3, 2011 2014
2014 2014
2014 3, 2014
3,2014 3,2015
3,2015 3,2015
3,2015 3, 2015
3,2015 3,2015
3,2015
Expected
Expected Weighted
Weighted
Average
Average Ufe(2)
Life(2) years
2.99 years years
5.96 years 7.14 years
7.14 years
7.49 years 6.11 years
6.11 6.73 years
6.73 years 6.79 years
6.79 years 6.45 years
6.45 years

(1)
(1) The
The "Expected
"Expected Principal
Principal WindoW' for aa Class
Window" for Class of Notes Isisthe
of Notes period inInwhich (a)
the period the Initial
(a)the payment of
initial principal payment of the
the
Class
Class isisexpected
expected to
to be
be made
made and the final
(b)the
and (b) payment of
final payment of the
principal of
of principal the Class to be made
Class isisexpected to the CoOateral
under the
made under Assets
Collateral Assets
Assumptions
Assumptions (assuming
(assuming no
no defaults).
defaults).
(2)
(2)The
The "Expected
"Expected Weighted
Weighted Average
Average Life" of each
Life" of Class of
each Class determined by
Notes isisdetermined
of Notes multiplying the
by (i)(i)multiplying amount of
the amount each
of each
principal
principal distribullon
distribution onon such
such Class
Class that would result
that would under the
result under Assets Assumptions
Collateral Assets
the Collateral (assuming no
Assumptions (assuming by the
defaults) by
no defaults) number
the number
of
of years
years from
from thethe date
date of
of determination
determination toto the related Payment
the related (assuming 30
Date (assuming
Payment Date days InIneach
30 days month and
each month and aa 36O-day year),
360-day year),
(il)
(ii)adding
adding the
the results
results and (iii) dividing
and (ui) dividing the
the sum
sum by
by the aggregated principal
the aggregated distributions referred
principal distributions to Ininclause
referred to (i).
clause (I).

The
The following
following table
table shows
shows the "Expected Weighted
the "Expected Average Life"
Weighted Average and the
Life" and Principal
"Expected Principal
the "Expected
Window"
Window" forfor each
each Class
Class ofof Notes under various
Notes under constant default
various constant rates. The
default rates. "Expected Weighted
The "Expected Average
Weighted Average
Life"
Life" of
of each
each Class
Class of Notes isis determined
of Notes determined by (i)multiplying
by (i) amount of
the amount
multiplying the of each distribution on
principal distribution
each principal on
such Class that would result under
such Class that would result under the
the Collateral
Collateral Assets
Assets Assumptions
Assumptions by
by the
the number
number of
of years
years from
from the
the

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Requested by
Treatment Requested Sachs
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Footnote Exhibits - Page 5570

dateofofdetermination
date determinationtotothetherelated PaymentDate
relatedPayment (assuming3030days
Date(assuming daysinineach monthand
eachmonth andaa360-day
360-day
year), (ii) addingthe theresults
resultsand (iiQ
and(iii) sumbybythe
thesum
dividingthe
dividing aggregatedprincipal
theaggregated referredtoto
distributionsreferred
principaldistributions
year), (ii) adding
(Q. The Window"for
PrincipalWindow" foraaClass whenthe
Notesisiswhen
ClassofofNotes firstand
thefirst paymentsofof
lastpayments
andlast
ininclause
clause(i). The"Expected
"ExpectedPrincipal
principal areexpected CollateralAssets Assumptions. The
AssetsAssumptions. severityisis
lossseverity
Theloss
principal are expected totobebe mademade under
underthethe Collateral
assumedtotobe
assumed be80%.
80%.

SensitivityofofPrincipal
Sensitivity PaymentstotoCDR
PrincipalPayments CDR

0.0%CDR
0.0% CDR 0.1%CDR
0.1% CDR 0.25%CDR
0.25% CDR 0.5%CDR
0.5% CDR

Expected
Expected Expected
Expected Expected
Expected
Weighted' Expected Weighted
Weighted Expected
Expected Weighted
Weighted Expected
Expected Expected
Expected Expected
Expected
Weighted Expected Principal
Average Principal Average
Average Principal
Principal Average
Average Principal
Principal Weighted
Weighted Principal
Average Principal Average Window
Class
Class Ufe
Ufe Window
Window Ufe
Ufe Window
Window Ufe
Ute Window
WindOw AverageLife
Ute Wmdow

September September4.4, September


September 4, September4,4,
September
September September 2007 to 4,
4,4,2007to
2007 to 2007 to
200710 2007 to 2.93 years 2007toto'3,
2007
September
A-1a 2.99 years 2.97 years
2.97 years September 2.95years
2.95 years September 2.93 years
A-la 2.99 years September
September September3,3, September3,3, September
2011 3,
3,3,2011
2011 2011
2011 2011
2011 2011·

September
September September3,3,
September September September3,3,
September
September3,3, 20114
3,201110
3,2011 to 2011 toto
2011
March 3, 5.88 years 2011 to
March 3,
A-1b
A-lb 5.96years
5.96 years March 33,
March 5.94years
5.94 years 5.92years
5.92 years 2011 toto March
2011 March S.88years
March 3, 3, 2014 March
2014 3,
2014 3,2014 2014
2014 2014
2014

March 3,3, March 3,3,


March March3,3, 2014
March 2014 March
March 3,3,
March
A-1c
A-1c 7.14 years
7.14 years 2014 to
2014 to June
June 7.14 years
7.14 years 2014 to June
201410 June 7.14 years
7.14 years to June 3,
to June 3, 7.13 years
7.13 years 2014
2014 to June
to
3, 2014June
3,2014 3,2014
3,2014
2014 3,2014
3, 2014 2014

June 3,
June 3, 2014
2014 3, 2014
June 3, 2014 June
June 3,
3, 2014
2014 June 3,2014
June 3, 2014
A-1d
A-id 7.49 years
7.49 years 10 December
to December 7.49 years
7.49 to December
to December 7.49 years
7.49 years to December
December 7.49 years
7.49 years to December
to December
3,.2014
3,2014 3,2014 3, 2014 3,2014
3, 2014 3,2014 3,2014

September 4,
September
September September 4,
September September 4,
September 4, September
200to 4,
4,2007to 2007 to 2007 to 2007 to
4, 2007 to 2007 to 2007 to 6.05 years
years September 3,
A-2
A-2 6.11 years 6.10years
6.10 years September 3, 6.08
6.08 years September 3, 6.05
6.11 years September
September September 3. September 3, September
2015 3,
3,2015
3,2015 2015
2015 2015
2015 2015

June 3,
September 3, December 3,
December 3,
June 3,
3, 2010
2010 June 3,
June 3,2010
2010 September
2010 to
to
to 2010 to
2010 to 6.70 years
years 201010
BB 6.73 years 6.72
6.72 years
years September
to September 6.71 years
6.71 years September 3,
3, 6.70 September 3,
6.73 years September
September 3,2015 September September
2015 3,
3,2015 2015 2015
. 3,2015
3, 2015 2015

September December September 3,


September 3,
September December 3, 3, March 3,
March 3,2011
2011
3,2010 2010 to
to, 2011 to
to
6.79 3, 2010 to
to 2010 years
6.78 years September
totoSeptember 6.87 years
years 2011
September 3,
CC 6.79 years
years S 1ptember6.78
September 6.78years
years September 3,
September 3,
6.78
3,2015
6.87 September
2015 3,
3,2015 2015
3,2015
3, 2015 2015
2015

September September 4,4,


September September4,4.
September September4;4,
September
September 200710
4,2007to
4. 2007 to 2007toto
2007 2007 to ears
7.127.12
years 2007 toto 3,
September
2007
DD 6.45 6.47
6.47years 6.59years
years
6.45years
years September
September years September3,3,
September
6.59 September3,3,
September
7.12 years September
2015 3,
3,2015
3,2015 2015
2015 2015
2015 2015

The "ClassA-1,
entitled"ClasS and 0DNote
A-2, B,B,CCand
A-1, A-2, Default Rate
Constant Default
NoteConstant Stress
RateStress
Thetable
tableset
setforth
forthbelow
below entitled
Class of Notes under
Tests" shows the Constant Default Rate
Tests" shows the Constant Default Rate ("CDR')
("CDR") and
and Cumulative
Cumulative Defaults
Defaults for
for each
each Class of Notes under
three stress scenarios, assuming
assuming aa 80%
80% loss
loss severity
severity on
on defaulted
defaulted Collateral
Collateral Assets.
Assets. In
In column
column one
one
three stress scenarios, Payment Date that
September 2008
Dollar Loss"), CDR represents the CDR starting on the Class of Notes. Cumulative Defaults
("First Dollar ofofLoss"),
("Firstresult CDR represents the CDR starting on the September 2008 Paymeflt Date that
would in the first dollar
would result in the first dollar of of principal
prinCipal loss
loss to
to the
the respective
respective Class. of Notes. Cumulative Defaults
represent theaggregate
dividedbybythe principalbalance
aggregateprincipal theCollateral
balanceofofthe Assetsasas
CollateralAssets
representthe
thesumsumofofsuch
suchdefaults
defaultsdivided
the CDR starting on the September
the Closing Date. In column two ("Flat Return'),
ofofthe Closing Date. In column two ("Flat Return'), CDR
CDR represents
represents the CDR starting on the September

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2008 Payment Date that would result in margin over three-month


in a yield equivalent to a zero discount margin
UBOR for the Class A-la
LIBOR A-1b Notes, Class A-1c Notes, Class A-Id
A-1a Notes, Class A-lb A-1d Notes, Class A-2 A-2
Notes, Class B Notes, Class C represent the sum of such
C Notes and Class 0DNotes. Cumulative Defaults represent such
defaults divided by the aggregate principal balance of the Collateral Assets as of the Closing Date. Date. In
In
("Retum of Investment, (0%
column three C'Retum (0% retu m)") , the CDR
return)"), represents the CDR
CDR represents starting on the
CDR starting the
September 2008 Payment Date that would result in in an approximate 0.0% retum A-1a Notes,
return for the Class A-la
A-1b Notes, Class A-1c Notes, Class A-ld
Class A-lb A-1d Notes, Class A-2 Notes, Class B Class C
B Notes, Class C Notes
Notes
Cumulative Defaults represent the sum of such defaults divided by the
and Class 0D Notes. Cumulative the aggregate
aggregate
principal balance of the Collateral Assets as of the Closing Date. '

A-1. A-2. B.
Class A-1. B.C 0 Notes Constant Default Rate Stress Tests
Cand D

First Dollar of Loss Flat Retum Return of Investment


Retum
-_ (0% retum)
(0% return)

Constant Annual
Default
Default
Rate at 80% Cumulative Cumulative Cumulative
Loss Severity CDR Defaults CDR
CDR Defaults CDR .Defaults
Class A-la*
ClassA-1a* NA NA NA NA NA NA
NA
Class A-1b
ClassA-1b 24.4% 70.199% 24.8% 70.785% 28.4% 75.541%
75.541%
Class A-1c
ClassA-1c 18.8%
18.8% 60.597% 19.2%
19.2% 61.377% 21.2%
'21.2% 65.050%
Class A-1d 14.6% .
14.6% 51.387% 15.1%
15.1% 52.587% 16.6%
16.6% 56.013%
Class A-2
ClassA-2 5.9% 25.085% 6.5%
6.5% 27.271%
27.271% 9.7% 37.934%
B
Class B 3.5% 15.700% 3.9% 17.338% 5.0% 21.689%
Class C
C 2.3%
2.3% 10.600% 2.6% 11.901%
11.901% 2.9% 13.185%
13.185%
D
Class 0 0.9%
0.9% 4.281%
4.281% 1.7%
1.7% 7.941%
7.941% 1.9%
1.9% 8.836%
Under the given default and
•*Under modeling assumptions, the ClassA-1a
and modeling Notes do not take a loss.
Class A-1a Notes toss.

Yield. The yield to maturity of the Notes of each Class will also be affected by the rate of
Yield. of
well as
repayment of the Collateral Assets, as well redemption of the Notes in
as by the redemption an Auction,
in an Auction, an Optional
Redemption or Tax Redemption (and upon the Redemption Price then payable). The Issuer is is not
not
required to repay the Notes on any date prior to their Stated Maturity. The receipt of principal payments
payments
on the Notes at aa rate slower than the rate anticipated by investors purchasing the Notes at a discount will
result in
inan actual yield that is
is lower than anticipated by such investors.
maturity of the Notes may also be affected
The yield to maturity affected by
by the rate of delinquencies
the rate and defaults
delinquencies and defaults
on and liquidations of the Collateral Assets, to the extent not absorbed by the Income Notes; sales of
Collateral Assets; and/or purchases of Collateral Assets having different scheduled payments and
payment characteristics and the effect of the Coverage Tests on payments under the Priority Priority of
of
Payments. The yield to investors inin the Notes will also be adversely affected to the extent that the Issuers
issuers
incur certain expenses that are not absorbed by the Income Notes.

MANAGER
COLLATERAL MANAGER
THE COLLATERAL

The information appearing in in this section (other than the information contained under the
Manager and has not
"General') has been prepared by the Collateral Manager
subheading "General") not been independently
independently
verified by the Initial Purchaser or either of the Issuers. Neither the Initial Purchaser nor the Issuers
assume any responsibility for the accuracy, completeness or applicability of such information.

General

Certain management, administrative and advisory functions with respect to the Collateral Assets
partnership ("Greywolf"),
Management LP, aa Delaware limited partnership
will be performed by Greywolf Capital Management as
("Greywolf'), as
Manager under aa CollaJ~ral_
the Collateral Manager Collateral ManagelJ'le,nt Agreement between the Issuer and Greywolf
Management Agreem~nt Greywolf
"Collateral Management
dated as of the Closing Date (the "Collateral Agreement"). Pursuant to the terms of the
Management Agreement").
Management Agreement, the Collateral Manager will (i)
Collateral Management (i) monitor the Collateral Assets and

112
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MBS-E-021825482
Footnote Exhibits - Page 5572

providecertain
provide certaininformation
informationwith respecttotothe
withrespect CollateralAssets
theCollateral Assetstotothe Trustee,(ii)
theTrustee, directthe
(ii)direct dispositionofof
thedisposition
the Collateral Assets under the limited circumstances
the Collateral Assets under the limited circumstances described
described herein,
herein, (iii)
(iii)direct
direct the
the reinvestment
reinvestment ofofthe
the
proceeds therefrom in Eligible Investments,
Investments, (iv)
(iv)monitor
monitor the
the Cashflow
Cashflow Swap
Swap Agreement
Agreement and
and determine
determine
proceeds therefrom in Eligible
whetherand
whether andwhen
whenthe theIssuer
Issuershould exerciseany
shouldexercise anyrights underany
availableunder
rightsavailable CashflowSwap
anyCashflow SwapAgreement,
Agreement,
and (v) direct the reinvestment of Default
and (v) direct the reinvestment of Default Swap Collateral Swap Collateral with
with the
the consent
consent ofof the
the Synthetic
Synthetic Security
Security
Counterparty. The
The Collateral
Collateral Manager
Manager will
will perform
perform its
itsduties
duties in
in accordance
accordance with
with the
the requirements
requirements set
set
Counterparty. Agreement.
forth in the Indenture and in accordance with the provisions
forth in the Indenture and in accordance with the provisions of
of the
the Collateral
Collateral Management
Management Agreement.
TheCollateral
The Collateral Manager
Manager isisalso certain other
subjecttotocertain
also subject interest. See
conflictsofofinterest.
otherconflicts See"Risk"Risk Factors-Other
Factors-Other
Considerations-Certain Conflicts
Considerations-Certain Interesf' and
Conflicts ofof Interest" "Risk Factors-Other
and "Risk Considerations-The Collateral
Factors-Other Considerations-The Collateral
Manager."
Manager."
GreywolfCapital
Greywolf CapitalManagement
ManagementLP LP
Greywolf is
Greywolf is an
an SEC-
SEC-registered investmentadviser
registered investment adviserand andcurrently manages over
currentlymanages over$2,000,000,000
$2,000,000,000
in capital.
in capital. Greywolf
Greywolf was
was founded
founded in
in 2003
2003 by
by aa team
team of
of former
former employees
employees of
of Goldman
Goldman Sachs
Sachs fixed income
fixed income
trading division and now has 29 investment professionals
trading division and now has 29 investment professionals with
with extensive
extensive experience
experience in
in distressed,
distressed, high
high
yield and structured product investing.
investing. AAcopy
copy ofofthe
the Collateral
Collateral Managers
Manager's Form
Form ADV
ADV is
is being
being delivered
delivered toto
yield and structured product B hereto.
investors in connection with the delivery of this offering circular
investors in connection with the delivery of this offering circular as
as Appendix
Appendix B hereto.
Key Personnel
Key Personnel
Set forth
Set forth below
below is regarding the
information regarding
is information background, principal
the background, responsibilities and
principal responsibilities and other
other
affiliations of certain
affiliations of certain of
of the
the principal
principal officers
officers and
and other
other employees
employees of
of the
the Collateral
Collateral Manager,
Manager, including
including
those personnel
those personnel who
who will
will be
be primarily responsible for
primarily responsible managing the
for managing the Collateral Assets and
Collateral Assets for performing
and for performing
the advisory and administrative
the advisory and administrative functions
functions related
related thereto. Although
Although these
these individuals
individuals are
are currently
currently
employed
employed by
by the
the Collateral
Collateral Manager
Manager and
and hold
hold the
the offices
offices indicated
indicated below
below with
with the
the Collateral
Collateral Manager,
Manager,
such persons
such persons will
will not
not be
be engaged time in
full time
engaged full in the management of
the management of the Collateral. In In addition, such persons
addition, such persons
may not necessarily continue
continue to
to be
be so
so employed
employed during
during the
the entire term
term of
of the
the Collateral
Collateral Management
Management
may not necessarily
Agreement or
Agreement or may
may notnot continue
continue to to perform Manager under
Collateral Manager
perform services for the Collateral the Collateral
under the Collateral
Management Agreement.
Management Agreement.
Collateral Management
Collateral Team
Management Team
Gregory Mount, Mr. Mount joined Greywolf in in September 20052005 as Partner and
as aa Partner is
Gregory Mount, Partner.
Partner. Mr. of
and is
Timberwolf
responsible for structured product investments. Mr. Mount will be the
the co-portfolio
co-portfolio manager
manager of. Timberwolf
responsible for structured product investments. from
years from
for 99 years
Sachs for
I,1,Ltd.
Ltd. with
with Joe Marconi. Prior
Joe Marconi. Prior to
to joining
joining Greywolf,
Greywolf, Mr. Mount worked at Goldman Sachs
at Goldman
which he retired as a Partner of the firm in 2005.
in 2005. Mr. Mount
Mount founded Goldman's
Goldman's CDO
COO business
business In
In 1996
1996
which he retired as a Partner of the co-head
including co-head
products, including
and
and later
later held
held numerous
numerous senior positions in
senior positions incredit derivatives and structured products,
and structured
of the Structured Products Group, which consisted of the
the CMBS, RMBS,
RMBS, ABS
ABS and
and CDO
COO businesses
businesses and
and
of the Structured Products Group, which Mr. Mount also
head of Portfolio Credit Derivatives
head of Portfolio Credit Derivatives which encompassed cash
cash and synthetic
synthetic CDOs.
COOs. Mr. Mount also
initiated CDO investment activity in 2003 and
in2003 and was decision-maker for
primary decision-maker
the primary
was the for
initiated Goldman's
Goldman's proprietary
proprietary COO
that portfolio at its inception. Mr. Mount received a B.S.
that portfolio at its inception. Mr. Mount received a B.S. in
in Electrical
Electrical Engineering
Engineering from
from M.I.T.
M.I.T. in
in 1987,
1987, and
and
an of Chicago
University of Graduate School
Chicago Graduate Business in
of Business
School of 1992.
in1992.
an M.BA,
M.B.A., with
with high
high honors,
honors, from
from The
The University
Joe Marconi joined
Mr. Marconi Greywolf ininApril
joined Greywolf 2006 and
April 2006 responsible for
and isisresponsible for
Joe Marconi,
Marconi, Vice Vice President.
President. Mr.
Ltd. with Mr.
structured product investments. Mr.
Mr. Marconi
Marconi will
will be
be the
the co-portfolio
co-portfolio manager
manager of
of Timbetwolf
Timberwolf 1,
I, Ltd. with Mr.
structured product investments.
Mount.
Mount. Prior
Prior toto joining
joining Greywolf,
Greywolf, Mr.
Mr. Marconi
Marconi was Managing Director
was aaManaging the Structured
Director ininthe Group
Products Group
Structured Products
at Goldman Sachs where
at Goldman Sachs where he was co-headhe was co-head of
of ABS
ABS Finance
Finance and
and aa member
member of
of the
the Mortgage
Mortgage Capital
Capital
Committee commitments across
capital commitments
approving capital across the RMBS, ABS
CMBS, RMBS,
the CMBS, ABS andand
Committee (which(whichisisresponsible
responsible for for approving
Director in 2003.
CDO businesses). Mr. Marconi joined Goldman
COO businesses). Mr. Marconi joined Goldman Sachs
Sachs in
in 1993
1993 and
and became
became aa Managing
Managing Director in 2003.
Prior 1993, Mr.
1984 toto 1993, was an
Marconi was
Mr.Marconi attomeywithCravath,
an attorney Swaine &&
with Cravath, Swaine
Prior totojoining
joining Goldman
Goldman Sachs,
Sachs, from
from 1984
Moore
Moore ininNew New York York and
and London.
London. Mr. Mr. Marconi
Marconi received B.A. ininEconomics,
received aaB.A. summa cum
Economics, summa cum laude, from laude, from
to Phi Beta Kappa. Mr. Marconi also received a J.D. from
Columbia College in 1983 and was elected
Columbia College in 1983 and was elected to Phi Beta Kappa. Mr. Marconi also received a J.D. from
Columbia Law
Columbia Law School School in
in1984
1984 and
and was
was aa Harlan
Harlan Fiske
Fiske Stone
Stone Scholar
Scholar each
each of
of his
his three
three years.
years.

Jonathan
Jonathan Savitz,
Savitz, Partner.
Partner. Mr,Savitz co-founded Greywolf
Mr. Savitz co-founded February 2003
Greywolf ininFebruary 2003 and Firm's
the Firm's
and isisthe
Chief Executive Officer and the Funds'
Chief Executive Officer and the Funds' Chief
Chief Investment
Investment Officer.
Officer. Prior
Prior to
to co-founding
co-founding Greywolf,
Greywolf, Mr.
Mr.
Savitz worked at
atGoldman
Goldman Sachs
Sachs for
for over
over 15
15 years
years from
from which
which hehe retired
retired as
as a a Partner
Partner of
of the
the firm
firm in 2002.
in2002.
Savitz worked

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From 1998
From 1998-- 2002,
2002, Mr. Savitzled
Mr. Savitz Goldman'sglobal
led Goldman's distressedtrading,
globaldistressed salesand
trading, sales researcheffort
and research andwas
effortand was
a primary decision maker and risk manager in Goldman's proprietary
a primary decision maker and risk manager in Goldman's proprietary investing
investing activities
activities across
across the
the fixed
fixed
income markets.
income From 1995
markets. From 1998, Mr.
1995-- 1998, managed the
Savitz managed
Mr. Savitz highyield
the high tradingdesk
yield trading and prior
deskand thereto held
priorthereto held
positions in
positions in distressed proprietary investing
distressed proprietary and corporate
investing and trading. Mr.
bond trading.
corporate bond Mr. Savitz Goldman in
joined Goldman
Savitz joined in
1987 aftergraduating
1987after BA,with
with aa B.A.,
graduating with from The
honors, from
with honors, Hopkins University.
Johns Hopkins
The Johns University.

James Partner. Mr.


Gillespie, Partner.
James Gillespie, Gillespie is
Mr. Gillespie co-founder of
is aa co-founder Greywolfand
of Greywolf and is Manager of
Portfolio Manager
is aa Portfolio of
the Special
the Funds. Prior
Situations Funds.
Special Situations Prior to Greywolf, Mr.
founding Greywolf,
to founding worked at
Gillespie worked
Mr. Gillespie Goldman Sachs
at Goldman Sachs for for six
six
years. Mr.
years. Gillespie was
Mr. Gillespie head of
was head Distressed Bond
of Distressed Investing where
Bond Investing where he he ran Goldman's proprietary
ran Goldman's proprietary
distressed bond portfolio on
distressed bond portfolio on the
the trading
trading desk.
desk. Prior
Prior thereto,
thereto, Mr.
Mr. Gillespie
Gillespie was
was director
director distressed bond
ofof distressed bond
research after
research been a
having been
after having distressed analyst
a distressed analyst for Goldman's bank
for Goldman's bank loanloan andand bond desks. Mr.
bond desks. Mr. Gillespie
Gillespie
has experience in
significant experience
has significant analyzing, valuing
in analyzing, valuing and investing in distressed
and investing securities as
distressed securities well as
as well as managing
managing
aa large portfolio of
large portfolio investments. He
distressed investments.
of distressed He alsoalso hashas experience participating in
actively participating
experience actively the workout
in the workout
process as
process as both both aa committee
committee member
member and
and large
large creditor. Prior
Prior to
to Goldman,
Goldman, Mr.
Mr. Gillespie
Gillespie worked
worked at
at
Brothers in
Salomon Brothers
Salomon in high markets. Mr.
yield capital markets.
high yield Mr. Gillespie Bachelor of
received a Bachelor
Gillespie received Commerce degree,
of Commerce degree,
with honors,
with from the
honors, from University of
the University Columbia in
British Columbia
of British 1995 and
in 1995 and is a Leslie Wong
a Leslie Fellow. Mr.
Wong Fellow. Gillespie is
Mr. Gillespie is
a CFA charterholder.
a CFA charterholder.

Robert Partner. Mr.


Robert Miller, Partner. Miller is a
Mr. Miller co-founder of
a co-founder Greywolf and
of Greywolf and a a Portfolio Manager for
Portfolio Manager for the
the
Greywolf High Yield Funds. Prior
Greywolf High Yield Funds. Prior to
to founding Greywolf, Mr. Miller
Miller worked
worked at Goldman
Goldman Sachs
Sachs for
for 10
10 years
years
and Goldman's high yield
and ran Goldman's trading desks in
Yield trading New York and
In New London from
and London from 1998 2000. After
1998 -- 2000. After retiring
retiring
from Goldman, Mr.
from Goldman, Miller was
Mr. Miller retained by the
was retained firm for
the firm almost two
for almost two years as a consultant on electronic bond
on electronic bond
trading platforms. Prior
trading heading the high
to heading
Prior to high yield trading desk, Mr. Miller Miller waswas a high yield and
high yield and corporate
corporate
bond trader
bond Goldman and prior thereto was a credit
trader for Goldman credit analyst for PNC PNC Bank. During During his career, Mr.
Miller has traded and
Miller has traded and analyzed most major
major industry
industry sectors and held proprietary
proprietary positions in straight debt,
in straight debt,
common and
common preferred stock, futures, convertibles, trust preferred, and
and preferred derivatives. Mr.
credit derivatives.
and credit Mr. Miller
Miller
received a
received a BA magna cum laude from Franklin
B.A. magna Franklin and and Marshall College in in 1983 and an M.BA, with
a'n M.B.A., with
UNC-Chapel Hill in
honors, from UNC-Chapel in 1989.

Cevdet Samikoglu, Partner.


Cevdet Partner. Mr. Samikoglu is is a co-founder of Greywolf and and aa Portfolio ManagerManager
Special Situations Funds. Prior to founding Greywolf, Mr. Samikoglu
of the Special Samikoglu worked at Goldman Sachs
at Goldman Sachs for for
ten years where
ten where he was one of three portfolio managers in
portfolio managers Special Situations Investing
in the Special Investing Group,
Group, a a
Goldman Sachs' proprietary internal hedge fund. Prior to
Goldman to assuming his his portfolio management role
portfolio management role inin
Samikoglu held numerous
2000, Mr. Samikoglu
2000, numerous positions in investing at Goldman
in distressed investing Goldman including director of
including director of
research
research in
in both the US and Europe. Mr. Samikoglu joined Goldman in
in 1992
1992 as
as a
a corporate
corporate finance
finance
generalist before moving to the distressed investing business as aa credit
generalist credit analyst in in 1998 returning
after returning
1998 after
from business school. Mr. Samikoglu has extensive experience investing in
from business in all layers of levered
all layers capital
levered capital
structures
structures bothboth on the long and short side and, at times, participating actively actively in steering and
in steering creditors'
and creditors'
committees.
committees. Mr. Mr. Samikoglu received aa BA B.A. cumcum laude from Hamilton College inin 1992 1992 and and an M.B.A.
an M.B.A.
from
from Harvard
Harvard Business
Business School
School in
in 1997. .

Partner. Mr.
Troy, Partner.
William Troy, Troy isis aa co-founder of
Mr. Troy of Greywolf and aa Portfolio Manager of
Portfolio Manager of the High
the High
Yield
Yield Funds,
Funds, as well has
has having responsibility for
for firmwide risk
risk management. Prior
Prior to
to founding
founding Greywolf,
Greywolf,
Troy was the
Mr. Troy
Mr. manager for JP
the key manager Morgan's High Yield
JP Morgan's business, which
Yield business, which he following the
joined following
he joined merger
the merger
of Smith Barney
of Smith Barney with Salomon
Salomon Brothers.
Brothers. At
At JP
JP Morgan,
Morgan, Mr. Troy
Troy was
was a
a member
member of
of the
the Senior
Senior Trader's
Trader's
Committee, the Risk
Underwriting Committee,
Committee, the Underwriting
Committee, Risk Committee and and the Committee. Prior
Credit Committee.
the Credit Prior to to JPJP
Morgan, Mr.
Morgan, Troy joined Smith
Mr. Troy Smith Barney Barney inin 19961996 as aa ManagingManaging Director to co-head the
to co-head the HighHigh YieldYield
business, overseeing
business, sales, trading,
overseeing sales, research and
trading, research syndicate. Prior
and syndicate. Prior toto Smith Barney, Mr.
Smith Barney, joined
Troy joined
Mr. Troy
Goldman Sa.chs
Goldman 1986 as
Sachs inin 1986 corporate bond
senior corporate
as aa senior bond trader where he
trader where he was responsible for
was responsible for risk taking
risk taking
activities with
activities mandate to
further mandate
with aa further to expand
expand the business and
the business develop new
and develop new trading personnel. He
trading personnel. He was was
later
later asked
asked to join the
to join High Yield
the High department inin1991
Yield department 1991 as the senior
as the trader. Prior
senior trader. Goldman Sachs,
Prior toto Goldman Sachs, Mr. Mr.
Troy joined
Troy Brothers inin 1978
Salomon Brothers
joined Salomon 1978 as manager for
as aa manager international business
the international
for the cashiering
business inin cashiering
operations and
operations subsequently as
and subsequently trader on
as aatrader on the corporate bond
the corporate desk. Mr.
trading desk.
bond trading Mr. Troy began his
Troy began 37-year
his 37-year
Wall Street
Wall career inin1969
Street career Dean Witter.
1969 atat Dean Witter.

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Goldman Sachs
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ConflictsofofInterest
Conflicts Interest

Variouspotential
Various potentialand
andactual interestmay
conflictsofofinterest
actualconflicts mayarise fromthe
arisefrom advisory,investment
overalladvisory,
theoverall investment
and other
and otheractivities
activitiesofofthe
theCollateral Manager, affiliates
CollateralManager, andtheir
affiliatesand respectiveclients
theirrespective employees.The
andemployees.
clientsand The
following briefly
following brieflysummarizes
summarizessomesomeofofthese conflicts, but
theseconflicts, notintended
butisisnot be an
intended totobe listofofall
exhaustive list
an exhaustive all
such conflicts.
such conflicts. .

The Collateral
The Collateral Manager and/orits
Manager and/or its affiliates have ongoing
affiliates have relationships with,
ongoing relationships serviceto,
renderservice
with, render to,
finance and
and engage
engage in
in transactions
transactions with,
with, and
and may
may own
own debt
debt or
or equity
equity securities
securities issued
issued byby issuers
issuers ofof
finance of
certain of the Collateral Assets. The Collateral
certain of the Collateral Assets. The Collateral Manager
Manager and
and its
its affiliates
affiliates may
may invest
invest on
on behalf
behalf of
themselves
themselves and and other
other clients
clients in
in securities
securities that
that are
are senior
senior or
or subordinated
subordinated to,
to, or
or have
have interests
interests different
different
from or
from oradverse
adverse to,to, the
the Collateral Assets. The
CollateralAssets. interestsof
The Interests such parties
ofsuch may be
parties may than or
differentthan
be different or adverse
adverse
to the interest of the Holders of
to the interest of the Holders of the
the Securities.
Securities. In
In addition,
addition, such
such persons
persons may
may possess
possess information
information
relating to
relating tothe
the Collateral
Collateral Assets
Assets that is not
that is known to
not known to the individuals at
the individuals the Collateral
atthe Manager responsible
Collateral Manager responsible
for monitoring the Collateral Assets and
for monitoring the Collateral Assets and performing
performing the
the other
other obligations
obligations under
under the Collateral
the Collateral
Management Agreement. Such persons
persons will
will not
not be
be required
required (and
(and may
may not
not be
be permitted)
permitted) to
to share
share such
such
Management Agreement. Such of any Security. Neither
information or
information or pass
pass itit along
along toto the Issuer, the
the Issuer, Coilateral Manager
the Collateral or any holder
Manager or any holder of any Security. Neither
the Collateral
the Collateral Manager
Manager nor nor any
any ofof such persons will
such persons liability to
have liability
will have Issuer or
the Issuer
to the Holder of
any Holder
or any of any
any
Security for
Security for failure
failure toto disclose
disclose such inforniation or
such information or for taking, or
for taking, failing to
or failing to take, any action
take, any based upon
action based upon
such information.
such information.

In addition,
In addition, the Collateral Manager
the Collateral and/or any of
Manager and/or affiliates may
its affiliates
of its engage in
may engage in any other business
any other business
and furnish investment
and furnish investment management management and
and advisory services to
to others
others which
which may
may include,
include, without
without
limitation,
limitation, serving
serving as
as conSUltant
consultant or servicer for, investing
investing in,
in, lending
lending to, being
being affiliated
affiliated with
with or
or have
have other
other
ongoing relationships with, other
ongoing relationships with, other entities organizedentities organized to issue collateralized
collateralized debt
debt obligations secured by
by
assets similar
assets similar to to the
the Collateral
Collateral Assets,
Assets, and other
other trusts and pooled investment vehicles
vehicles that
that acquire
a.cquire
interests in,
interests in, provide financing to, or otherwise deal with securities issued
provide financing issuers that
issued by issuers would be
that would be suitable
suitable
investments for the Issuer.
investments for the Issuer. In the course In the course of monitoring
monitoring the Collateral
Collateral Assets held by the Issuer, the
Issuer, the
Collateral
Collateral Manager
Manager may
may consider
consider its
its relationships with other clients (including entities whose
whose securities (or
(or
those of its affiliates) are
those of its affiliates) are pledged pledged to secure the Notes) and its affiliates. In
In providing
providing services
services to
to other
other
clients,
clients, the Manager and its affiliates may recommend activities that
Collateral Manager
the Collateral compete with
would compete
that would with or or
otherwise adversely affect the Issuer. In
otherwise adversely affect the Issuer. In addition, the Collateral
Collateral Manager
Manager will be
be free,
free, in
in its
its sole
sole discretion,
discretion,
to
to make
make recommendations
recommendations to to others, or effect transactions on behalf of of itself or for
itself or others, that
for others, may be
that may be the
the
same as
same as oror different
different fromfrom those
those effected on behalf behalf of the Issuer, Issuer, and the Collateral Manager
the Collateral Manager may furnish may fumish
advisory
advisory services
services to to others
others who who maymay have investment policies similar similar to followed by
those followed
to those by the Issuer and
the Issuer and
who may own
who may own securities
securities of of the class, or which are the
same class,
the same the same type type as, as, the Assets. Under
Collateral Assets.
the Collateral Under
the
the terms
terms of of the
the Collateral
Collateral Management Agreement, the
Management Agreement, the Collateral Manager Manager will will be permitted to
be permitted take
to take
whatever
whatever action
action is
is in
in the
the Collateral
Collateral Manager's
Manager's best
best interest
interest regardless
regardless of
of the
the impact
impact on
on the
the Collateral
Collateral
Assets. circumstances the
certain circumstances Collateral Manager
the Collateral Manager may Issuer to
the Issuer
direct the
may direct sell
to sell
Assets. In In addition,
addition, underunder certain
losses
certain Collateral Assets.
certain Collateral Assets. Such Such sales of
of Collateral
Collateral Assets
Assets may
may result
result in
in losses
losses by
by the
the Issuer,
Issuer, which
which losses
may
may result
result ininthe
the reduction
reduction or withdrawal of
or withdrawal of the rating of
the rating any or
of any all of
or all Securities by
the Securities
of the any of
by any of the Rating
the Rating
such right, the. Collateral Manager need not take into
Agencies. In determining whether to exercise
Agencies. In determining whether to exercise such right, the. Collateral Manager need not take into
account the interests
account the interests of
ofthe
the Issuers,
Issuers, the
the Noteholders,
Noteholders, the
the Income
Income Noteholders
Noteholders or
or any
any other
other party.
party.

The
The Collateral
Collateral Manager
Manager and/or its affiliates
and/or its may at
affiliates may times be
certain times
at certain be simultaneously seeking to
simultaneously seeking to
purchase or dispose
dispose of
of investments
investments for
for their
their respective
respective accounts
accounts or
or for
for another
another entity,
entity, including
including other
other
purchase or Issuer.
the Issuer.
for the
collateralized
collateralized debt
debt obligation
obligation vehicles,
vehicles, at the same
at the disposing of
as ititisisdisposing
time as
same time investments for
of investments
Accordingly, conflicts may
Accordingly, conflicts may arise
arise regarding
regarding the
the allocation
allocation of
of sale
sale opportunities.
opportunities.

The
The Collateral
Collateral Manager
Manager may sales ofof securities
aggregate sales
may aggregate with respect
placed with
securities placed Collateral
the Collateral
respect toto the
Assets with similar sales
Assets with similar sales being
being made
made simultaneously
simultaneously for
for other
other clients
clients oror other
other accounts
accounts managed
managed by the
by the
Collateral
Collateral Manager
Manager oror with accounts ofof the
with accounts the affiliates Manager, ifif ininthe
Collateral Manager,
the Collateral
affiliates ofof the Collateral
the Collateral
Manager's aggregation will
such aggregation resultininan
will result overall economic
an overall benefit toto
economic benefit
Manager's reasonable
reasonable business
businessjudgment
judgment such
and other
the Issuer, taking
the Issuer, taking into
into consideration
consideration the
the advantageous
advantageous selling
selling price,
price, brokerage
brokerage commission
commission and other
expenses. the Collateral
provision ofof the Agreement requires
Management Agreement requires the Collateral
Collateral Management the Collateral
expenses. However,
However, no no provision
sales.
Manager
Manager ororitsits affiliates
affiliatestoto execute orders asas part
execute orders concurrent authorizations
part ofofconcurrent aggregate sales.
authorizations oror toto aggregate

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Footnote Exhibits - Page 5575

Nevertheless,the
Nevertheless, theCollateral may,ininthe
Managermay,
CollateralManager business,take
allocationofofbusiness,
theallocation considerationresearch
intoconsideration
takeinto research
andother
and otherbrokerage servicesfurnished
brokerageservices theCollateral
fumishedtotothe Manager or its affiliates bybrokers
CollateralManager or its affiliates by anddealers.
brokersand dealers.
Suchservices
Such servicesmay
maybe beused
usedby theCollateral
bythe Managerin
CollateralManager withthe
connectionwith
inconnection theCollateral Manager'sother
CollateralManager's other
advisoryservices
advisory investmentoperations.
servicesororinvestment operations.

Noprovision
No provisionin inthe
theCollateral ManagementAgreement
CollateralManagement Agreementprevents preventsthe theCollateral Managerororany
CollateralManager anyof of
itsitsaffiliates
affiliatesfrom
fromrendering
renderingservicesservicesofofany anykindkindtotothe issuerofofany
theissuer CollateralAssets
anyCollateral Assetsand affiliates,the
anditsitsaffiliates, the
Trustee, the
Trustee, the Holders
Holders ofofthe Securities, the
the Securities, Cashflow Swap
the Cashflow Counterparty oror any
Swap Counterparty entity. Without
otherentity.
any other Without
prejudice to the generality
prejudice to the generality of the of the foregoing,
foregoing, the
the Collateral
Collateral Manager
Manager and
and its
its affiliates,
affiliates, directors,
directors, officers,
officers,
employees and
employees and agents
agents may, among other
may, among things: (a)
other things: serve as
(a) serve general partner,
as general partner, adviser, sponsor or
adviser, sponsor or
manager of partnerships
manager of partnerships or companies or companies organized
organized to
to issue
issue collateralized
collateralized bond
bond or
or loan
loan obligations
obligations secured
secured
by assets
by assetssimilar
similarto tothethe Collateral
CollateralAssets, directors (whether
Assets, directors supervisory or
(whether supervisory managing), partners,
or managing), partners, officers,
officers,
employees, agents, nominees or signatories for an issuer
employees, agents, nominees or signatories for an issuer of
of any
any Collateral
Collateral Assets;
Assets; (b)
(b) receive fees
receive fees for for
services rendered
services rendered to
to the
the issuer
issuer of
of any
any Collateral
Collateral Assets
Assets or
or any
any affiliate
affiliate thereof-
thereot, (c)
(c) be
be retained
retained to
to provide
provide
services unrelated
services unrelated to to the
the Collateral Management Agreement
Collateral Management Agreement to Issuer or
the Issuer
to the or its Affiliates and
its Affiliates and be be paid paid
therefor; (d) a secured
therefor; (d)a secured or unsecured or unsecured creditor
creditor of,
of, or
or hold
hold an
an equity
equity interest
interest in,
in, any
any issuer
issuer of
of any
any Collateral
Collateral
Assets; (e)
Assets; (e) serve
serve as as a a member
member of of any "creditors' board"
any "creditors' board" or committee" with
"creditors' committee"
or "creditors' respect to
with respect to anyany
Collateral Assets which has become or may become a
Collateral Assets which has become or may become a Defaulted
Defaulted Obligation
Obligation or
or with
with respect
respect toto any
any
commercial
commercial mortgage mortgage loan
loan securing
securing any
any Collateral
Collateral Assets
Assets or
or the
the respective
respective borrower
borrower for
for any
any such
such
commercial mortgage
commercial mortgage loan; loan; (f) own or
(f) own make loans
or make loans to to any borrower or
any borrower affiliate of
or affiliate borrower on
any borrower
of any on anyany of of
the commercial mortgage loans securing
the commercial mortgage loans securing the
the Collateral
Collateral Assets;
Assets; (g)
(g) invest,
invest, or
or have
have already
already invested,
invested, in
in
obligations and/or
and/or other
other securities
securities that
that are
are identical
identical to
to or
or senior
senior to,
to, or
or have
have interests
interests different
different from
from or
or
obligations
adverse to,
adverse to, the
the Collateral
Collateral Assets;Assets; (h) (h) make investments on
make investments their own
on their own behalfbehalf without offering such
without offering such
investment opportunities
investment opportunities to
to the Issuer
Issuer or
or informing
informing the
the Issuer
Issuer of
of any
any investments before
before engaging
engaging in
in any
any
investment for
investment themselves; (i)
for themselves; recommend or
(i) recommend effect direct
or effect direct trades between the
trades between Issuer and
the Issuer and thethe Collateral
Collateral
Manager or
Manager or a a Collateral
Collateral ManagerManager Affiliate or funds or or accounts for which which the the Collateral Manager or
Collateral Manager or an an
Affiliate serve
Affiliate serve as Collateral Manager, acting as principal or
as Collateral or agent, subject to applicable legal
to applicable legal
requirements; 0)
requirements; invest in
(j) invest in obligations
obligations that would be appropriate
that would appropriate as Collateral Collateral and have ongoing ongoing
relationships with,
relationships render services to or engage in
with, render in transaction with, companies whose
with, companies obligations are
whose obligations are
included in in the
the Collateral
Collateral and and maymay own equity equity or debt securities by issuers issuers of and other
of and obligors of
other obligors of
included Manager and/or the
Collateral
Collateral Assets;
Assets; and
and (k)
(k) enter into agency cross-transactions where the
the Collateral
Collateral Manager and/or the
Collateral broker for the Issuer and for the other
acts as broker party to
other party transaction, to
the transaction, the
Collateral Manage
Manage Affiliates
Affiliates acts to the to the
extent permitted under
extent permitted under applicable applicable law. Under the terms of the Collateral Management
Management Agreement,
Agreement, the
the
Collateral
Collateral Manager
Manager will will be
be permitted
permitted to to take whatever action the Collateral Manager's
in the
action isis in Manager's best best interest
interest
regardless
regardless of of the
the impact
impact on on the Collateral Assets. Assets.
Members
Members of of the
the board
board ofof directors
directors of Issuer who
of the Issuer Manager
Collateral Manager
who are not affiliated with the Collateral
or their delegates or other authorized
or their delegates or other authorized representatives
representatives of
of the Issuer
Issuer will
will have
have the
the responsibility
responsibility for
for
approving
approving any any transactions
transactions between
between the Issuer and
the Issuer Collateral Manager or
the Collateral
and the or its involving
affiliates involving
its affiliates
significant principal trades).
(including principal More particularly,
trades). More unaffiliated with
directors unaffiliated
particularly, directors the
with the
significant conflicts
conflicts of
of interest
interest (including
Collateral Manager
Collateral Manager or
or any
any delegate
delegate designated
designated by
by such
such directors
directors will
will be
be responsible
responsible for
for approving
approving any
any
principal pursuant to
required pursuant
consent isisrequired 206(3) of
Section 206(3)
to Section the Advisers
of the Act.
Advisers Act.
principal transactions
transactions forfor which
which Issuer
Issuer consent
In
Inaddition,
addition, with
with the
the prior authorization of
prior authorization of the Issuer, which
the Issuer, been given
has been
which has and can
given and revoked at
be revoked
can be at
enter into agency cross-transactions where the
any time, the Collateral Manager and/or its affiliates may
any time, the Collateral Manager and/or its affiliates may enter into agency cross-transactions where
party to
other party
the
the
to the
Collateral
Collateral Manager
Manager and/or
and/or its affiliates acts
its affiliates acts asas broker for the
broker for and for
Issuer and
the Issuer the other
for the
transaction, toto the
transaction,' the extent
extent permitted
permitted under applicable law,
under applicable law, ininwhich case the
which case Collateral Manager
the Collateral Manager or anyor any
such from, andand have potentially conflicting
have aa potentially of loyalties
division of
conflicting division and
loyalties and
such affiliate
affiliate will
will receive
receive commissions
commissions from,
responsibilities
responsibilities regarding,
regarding, both
both parties
parties to
to the
the transaction.
transaction.

On
On the
theClosing
Closing Date expectedthat
Date ititisisexpected the Collateral
that the Manager or
CollateralManager one orormore
or one affiliates
clients ororaffiliates
more clients
of the Collateral
Collateral Manager
Manager will
will purchase
purchase approximately
approximately 50%
50% of
of the
the aggregate
aggregate notional
notional amount
amount of the
of the
of the purchase
Income Notes, 100% of the Aggregate Outstanding
Income Notes, 100% of the Aggregate Outstanding Amount
Amount of
of the
the Class
Class DD Notes
Notes and
and may
may purchase
Notes
Notesand/or
and/orIncome
IncomeNotes
Noteson onororafter theClosing
afterthe Date. The
ClosingDate. Collateral Manager
The Collateral and/orone
Managerand/or more ofof
oneorormore
its
itsaffiliates
affiliatesororemployees,
employees,ororfunds
fundsmanaged Greywolfmay
managedbybyGreywolf mayownownfrom time to time additional Securities
fromtime to time additional Securities
ofofone
oneorormore
moretypes.
types.There
Therecan canbe beno assurancethat
no assurance anyofofthe
thatany personswill
foregoingpersons
theforegoing willcontinue hold
continuetoto hold

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any or all of such Securities.AsAsa aHolder Holder ofofIncome Notesororany


IncomeNotes Securities,such
otherSecurities,
anyother personsmay
suchpersons may
any or all
have
of such Securities.
interests adverse to theother otherHolders Securities.For
HoldersofofSecurities. Forsosolong Greywolfisisthe
longasasGreywolf theCollateral
Collateral
have interests
Manager
adverse
andany anyfunds
to the
fundsmanaged managedbybyGreywolf continuetotohold
Greywolfcontinue holdany Notes,any
IncomeNotes,
anyIncome anyCollateral
Collateral
Manager and
management Feesotherwiseotherwisepayable payabletotothe theCollateral shall be paid bythe
hereundershall
Managerhereunder
CollateralManager be paid by Issuerinin
theIssuer
management Fees
the followingorder: first,totosuch
order:(i)(i)first, suchfunds
fundsmanaged Greywolf(on
managedbybyGreywolf (onaapro
prorata
rata amongsuch
basisamong
basis suchfunds),
funds),
the following
.in an amount equaltotothe theproduct
productofof(x) suchCollateral
(x)such ManagementFees
CollateralManagement Feesandand(y) fractionthe
(y)aafraction the
an amount
innumerator equal
ofwhich
whichisisthe thenotional
notionalamount
amountofofthe theIncome Notesheld
IncomeNotes heldbybysuch managedbybyGreywolf
fundsmanaged
suchfunds Greywolf
numerator of
and the denominatorofofwhich whichisisthetheaggregate notionalamount
aggregatenotional Notesand
IncomeNotes
theIncome
amountofofallallthe and(ii)(ii)second,
second,
and the denominator
the remainder,ififany,
any,totoGreywolf.
Greywolf.
the remainder,
Greywolfororany
Greywolf anyofofitsitsclients, affiliatesorQrsubsidiaries
clients,affiliates bepermitted
willbe
subsidiarieswill votingrights
exerciseallallvoting
permittedtotoexercise rights
with respect to any Securitieswhich whichthey
theymay mayacquire
acquire(o er
(other respecttoto a vote regardingthe
withrespect
thanwith
than a vote regarding the
with respect to any SecuritiesManager or the termination or assignment ofofthe Collateral Management
the Collateral
removal of the Collateral
of the Collateral Manager or the termnination or assignment Management
removal
Agreement). The interestsofofsuch suchpersons
personsmay maybe differentfrom
bedifferent adversetotothe
fromororadverse interestsofofthe
theinterests theother
other
Agreement). The interests
holdersofofNotes.
Notes.
holders
COLLATERALMANAGEMENT
THECOLLATERAL
THE MANAGEMENTAGREEMENT AGREEMENT

General
General
. The Collateral managementand
investment management
certain investment administrative functions
and administrative
The Collateral Manager
Managerwillwill perform
perform certain functions
with resp.ect to
to the
the Issuer
Issuerand
and Collateral
Collateral Assets on behalf
Assets on of the
behalf of Issuerin
the Issuer accordance with
in accordance the applicable
with the applicable
with respect
provisions of the Indenture and and the
the Collateral ManagementAgreement.
Collateral Management Agreement.
provisions of the Indenture
The Collateral Manager agrees
agrees toto exercise
exercise that degree of
that degree and care
skill and
of skill with the
consistent with
care. consistent the
practicesThe
Collateral Managerattention no Manager exercises with
and procedures and attention no less
less than
than
procedures and that it manages for clients
that
that which
which the
the Collateral
Collateral Manager exercises with
respect toandcomparable assets that
practices
it manages for clients in substantially transactions in
similar transactions
substantially similar in
respect to comparable assets
accordance with its practices andand procedures
procedures and which is consistent with those followed by
and which those followed by reasonable
reasonable
accordance with its practices
and prudent institutional managers relating to assets of
standing relating the nature
of the character of
and character
nature and
and prudent Institutional managers of
of national
national standing of
the Collateral Assets.
Assets.
the Collateral
Neither the Collateral Manager nor nor its
its partners,
partners, directors, officers, stockholders or
officers, stockholders employees
or employees
Neither the Collateral Manager the the Trustee, the Holders of.the
(collectively, the "Collateral Manager
(collectively,orthe "Collateral Manager Affiliates!') will be
Affiliates") will be liable to the Issuer, the Trustee, the Holders
recommended
ofthe
Securities, any other person for any loss incurred
loss incurred as
as a
a result
result of the
the actions
actions taken
taken by
by or
or recommended
Securities, or any other person for any Collateral except by
Indenture, except by
by the Collateral Manager under the
Manager under the Collateral Management Agreement or
Management Agreement or the Indenture,
by the Collateral
reason of acts or omissions constituting bad faith, willful
willful misconduct,
misconduct, gross
gross negligence
negligence or
or reckless
reckless
reason of ofacts or omissions constituting bad tofaith, standard of of liability, Collateral
the Collateral
liability, the
disregard,
of its obligations thereunder.
its obligations thereunder. Subject
Subject to thethe above mentioned standard
above mentioned
disregard, shareholders, members, officers,
Manager and its affiliates, and
and its affiliates,
Manager managers, and each of their respective partners,
each of their respective partners, shareholders,
to
members, officers,
indemnification by
directors, employees, agents, acCountants
employees, agents, accountants and
and attorneys
attorneys will
will be
be entitled
entitled to indemnification by
directors, managers, to the issuance
relating to the issuance of the of the
the Issuer for any losses or
any losses or liabilities,
for transactions liabilities, including
including legal
legal oror other expenses, relating
other expenses,
the Issuer the
Securities, contemplated by the Indenture or the performance of the Collateral
ofthe Managers
Collateral Manager's
the transactions by
contemplated Agreement the Indenture or the performance
Securities, under
obligations the Collateral Management
obligations under the Collateral Management Agreement.
The Collateral Manager may
may assign rightsororresponsibilities
assign-itsitsrights underthe
responsibilitiesunder Collateral Management
the Collateral Management
The Collateral Manager Agency Condition, and (ii) the Collateral
Agreement provided that
Agreement
(i) such
provided that (i) such aSSignment
assignment satisfies
satisfies the
the Rating
Rating Agency Condition, and (ii) the Collateral
a Majority of the Controlling Class and aa
Manager obtains the consent of
Manager obtains the consent of the(unless
the Issuer as directed by
Issuer as directed by a Majority of the Controlling Class and
for
Majority~in-Interest of Income Notes such
such assignment
assignment would
would bebe deemed
deemed as as "assignment"
"assignment" for
Majority-in-nterest of Income Notes (unless shall not be required). The
purposes of Section 205(a)(2)
205(a)(2)ofofthe
theAdvisers
AdvisersAct, whichcase
Act,ininwhich casesuch consentshall not be required). The
suchconsent
of Sectionmay
purposesManager careanyanyoror<;IIIallofofthe (other
duties(other
theduties
Collateral
Manager may delegate
delegate totoan
anagent
agent selected
selected with
with reasonable
reasonable care
Collateral to the Collateral Manager under Collateral
theCollateral
than its asset selection orortrade execution
trade execution
selection provided
than its assetAgreement,
duties)
duties) assigned
assigned to the Collateral Manager under the
Management delegationbybythe Managerofofany
CollateralManager
theCollateral anyofofitsitsduties under
dutiesunder
Management Agreement, providedthat
thatnonodelegation
of its duties under the
the Collateral Management Agreement shall relieve the
the Collateral
Collateral Manager
Manager ofof any
any of its duties under the
the Collateral Management Agreement shall relieve with respect
liabilitywith respect to the
anyliability to the
Collateral Management Agreement nor
Agreement norrelieverelievethe theCollateral Managerofofany
CollateralManager
Collateral Management
performance ofofsuch duties.
performance such duties.

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GS
Footnote Exhibits - Page 5577

The Collateral Management


The Collateral Agreement may
Management Agreement not be
may not amended oror modified
be amended than an
(other than
modified (other an
amendment or
amendment or modification the type
modification ofofthe may be
that may
type that madetotothe
be made the Indenture without the
Indenturewithout consent ofofthe
the consent the
Holdersofofthe
Holders theNotes) withoutsatisfaction
Notes)without theRating
satisfactionofofthe AgencyCondition
RatingAgency andthe
Conditionand priorwritten
theprior consentof
writtenconsent of
the Noteholders
the Noteholdersand and any CashflowSwap
any Cashflow SwapCounterparty, consentof
theconsent
Counterparty, ififthe ofsuch wouldbe
partieswould
suchparties be required
required
weresuch
were suchan amendmentmade
anamendment madepursuant the Indenture.
pursuanttotothe Indenture.

The Manager may


Collateral Manager
The Collateral may be removed for
be removed cause by
for cause by the Holders of
the Holders of atat least 66-2/3% ofofthe
least 66-2/3% the
Controlling Class or a Special-Majority-in-Interest of
Controlling Class or a Special-Majority-in-Interest of Income
Income Noteholders
Noteholders (as
(as such
such term
term is
is defined in
defined in the
the
Collateral Management
Collateral Management Agreement)
Agreement) upon
upon 20
20 calendar
calendar days'
days' prior
prior written
written notice;
notice; provided,
provided, however,
however, that
that
any such
any such vote
vote willwill exclude
exclude any Securities held
any Securities held by the Collateral
by the Manager, any
Collateral Manager, affiliate of
any affiliate the Collateral
of the Collateral
Manager or any Securities over which
Manager or any Securities over which the
the Collateral
Collateral Manager
Manager oror any
any ofof its
its affiliates
affiliates has
has discretionary
discretionary
voting authority
voting authority (the Securities"). For
Manager Securities").
"Collateral Manager
(the "Collateral purposes of
For purposes of the Collateral Management
the Collateral Management
Agreement, "cause" will mean (i) willful violation by the
Agreement, "cause" will mean (i) willful violation by the Collateral
Collateral Manager
Manager of
of provision of
any provision
any of the
the
Collateral Management
Collateral Management Agreement
Agreement or
or the
the Indenture
Indenture applicable
applicable to
to it,
it, (ii)
(ii) certain
certain events
events of
of bankruptcy
bankruptcy or
or
insolvency·in
insolvency in respect
respect of the Collateral
of the Manager, (iii)
Collateral Manager, occurrence and
the occurrence
(iii) the continuation of
and continuation of an Event of
an Event of
Default under
Default underthe Indenture which
the Indenture which directly results from
directly results from any breach by
any breach by thethe Collateral Manager of
Collateral Manager its duties
of its duties
under the
under the Indenture
Indenture or or the
the Collateral Management Agreement,
Collateral Management Agreement, (iv) (iv) the occurrence of
the occurrence of anan actact byby thethe
Collateral Manager
Collateral Manager which which constitutes fraud or
constitutes fraud or criminal activity in
criminal activity performance of
the performance
in the of its obligations under
its obligations under
the Collateral
the Collateral Management
ManagementAgreement Agreement or or the indictment of
the indictment Collateral Manager
the Collateral
of the Manager or any of
or any of its officers or
its officers or
directors for
directors for a a criminal
criminal offense related to
materially related
offense materially to its business of
its business providing investment
of providing advisory services
investment advisory services
and (v)
and (v) the
the failure
failure of of any representation, warranty,
any representation, certification or
warranty, certification statement made
or statement made or delivered by
or delivered by the
the
Collateral Manager
Collateral Manager in in or pursuant to
or pursuant to the Collateral Management Agreement
Collateral Management Agreement or or the Indenture to
the Indenture be correct
to be correct
when made
when made if if such
such failure (a) has
failure (a) adverse effect
material adverse
has a material effect on either of
on either of the Issuers, the
the Issuers, Noteholders or
the Noteholders or
th~ Holders
the Holders of
of the
the Income
Income Notes and (b)
(b) if
if such failure can be
be cured,
cured, such failure is
is not
not cured
cured within
within 60
60
days after
days after the
the Collateral
Collateral Manager acquires actual knowledge
Manager acquires knowledge of of oror receives notice notice fromfrom the Trustee of
the Trustee of
such failure.
such failure.
The Collateral
The Manager may resign upon 60 days' written
Collateral Manager written notice to the Issuer, Issuer, the Trustee, the
the Trustee, the
Cashflow Swap
Cashflow Counterparty and the Rating Agencies or such shorter
Swap Counterparty notice as
shorter notice as is acceptable to
is acceptable the
to the
Issuer, the Trustee and the
Issuer, the Trustee and the Rating Agencies; provided that the Collateral Manager
Manager shall
shall have
have the
the right
right to
to
resign
resign immediately
immediately upon upon the effectiveness of any material change in
the effectiveness applicable laws
in applicable regulations which
or regulations
laws or which
renders
renders the performance by the Collateral Manag~r
the performance Manager of its duties under the
duties under the Collateral Management
Collateral Management
Agreement
Agreement or
or the
the Indenture
Indenture to be a
a violation of such laws or regulations.
regulations. The
The Collateral
Collateral Management
Management
Agreement will
Agreement will terminate automatically in
terminate automatically in the event the Notes and the. Income Notes
the· Income Notes are redeemed or
are redeemed or
cancelled in their entirety,
cancelled in their entirety, or in
in the event of its assignment
assignment by the
the Collateral
Collateral Manager
Manager in
in violation
violation of
of the
the
Collateral
Collateral Management Agreement or ifif itit is
Management Agreement is determined in in good faith that
good faith Issuer or
the Issuer
that the or the Co-Issuer or
the Co-Issuer or
the pool of Collateral Assets has become
the pool of Collateral Assets has become required to register under
under the
the Investment
Investment Company
Company Act,
Act, and
and the
the
Issuer
Issuer so
so notifies
notifies the
the Collateral Manager.
Collateral Manager.
No
No removal, termination or
removal, termination or resignation of the Collateral
of the Manager or
Collateral Manager termination of
or termination Collateral
the Collateral
of the
Management
Management Agreement
Agreement will will be unless (~
effective unless
be effective Collateral Manager isisappointed
successor Collateral
(i)aa successor appointed by the
by the
Issuer ·and agrees in
Issuer-and agrees in writingwriting to
to assume
assume all
all of
of the
the Collateral
Collateral Manager's
Manager's duties
duties and
and obligations
obligations pursuant
pursuant to
to
the
the Collateral
Collateral Management Agreement, (ii)
Management Agreement, the successor
(ii) the Manager isis not
Collateral Manager
successor Collateral objected to
not objected by aa
to by
Special-Majority-in-Interest of
Special-Majority-in-Interest Noteholders (as
Income Noteholders
of Income term is·
such term
(as such defined ininthe
isdefined Management
Collateral Management
the Collateral
Agreement)
Agreement) or
or aa Majority
Majority of
of the
the Controlling
Controlling Class
Class (including,
(including, except
except with
with respect
respect to
to a
a termination
termination for
for
cause of
cause of the
the Collateral
Collateral Manager,
Manager, any any Collateral Manager Securities)
Collateral Manager within 30
Securities) within days after
30 days notice and
after notice (iii)
and (iii)
the Rating Agency Condition has
the Rating Agency Condition has been
been satisfied
satisfied with
with respect
respect to
to the
the appointment
appointment of
of such
such successor
successor
Collateral
Collateral Manager.
Manager. Such Manager must,
Collateral Manager
successor Collateral
Such successor addition, meet
must, ininaddition, qualifications
certain qualifications
meet certain
specified in the Collateral Management Agreement
specified in the Collateral Management Agreement (the
(the "Replacement
"Replacement Manager
Manager Conditions'.
Conditions'').

In
In the
the eventevent that the Collateral
that the Manager has
Collateral Manager been removed,
has been terminated or
remioved, terminated resigned and
or resigned and aa
successor Collateral Manager
successor Collateral Manager meeting
meeting the
the Replacement
Replacement Manager
Manager Conditions
Conditions has
has not
not been
been appointed
appointed on
on
or
or prior
prior toto (i)(i)ininthe
the case removal ofof the
case ofof removal Collateral Manager
the Collateral "for cause,"
Manager ''for the date
cause," the that isis 60
date that days
60 days·
followingc
following- the· date of-
the -date notice-of
of notice -of removal accordance with
delivered inin accordance
removal delivered with the Management
Collateral Mal'!ager:ne_nt
the Collateral
Agreement
Agreement and and (ii)
(ii)in
inthe
the case
case of
of any
any other
other removal
removal or
or resignation
resignation of
of the
the Collateral
Collateral Manager,
Manager, thedate
the of
dateof
removal
removal oror resignation specified ininthe
resignation specified notice,the
relevant notice,
the relevant removed Collateral
resigning ororremoved
the resigning Manager shall
Collateral Manager shall

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GS MBS-E-021825488
Footnote Exhibits - Page 5578

bebeentitled
entitledtotoappoint
appointa asuccessor Managerand
CollateralManager
successorCollateral andshallshallsosoappoint replacementmanager
appointa areplacement manager
satisfying the Replacement Manager
Manager Conditions
Conditions within
within 60 days
60 days thereafter,
thereafter, provided
provided that
that such
such successor
successor
satisfying the Replacement
CollateralManager
Collateral Managerisisnot notobjected Majority-in-InterestofofIncome
objectedtotobybyaaMajority-in-Interest Noteholders(as
IncomeNoteholders (assuch suchterm terminin
definedininthe
defined theCollateral
CollateralManagement
ManagementAgreement) (excludingany
Agreement)(excluding CollateralManager
anyCollateral Securities)ororaa
ManagerSecurities)
Majority of the ControllingClass Class(excluding
(excludingany CollateralManager
anyCollateral within1515days
Securities)within
ManagerSecurities) daysafteraftersuch
such
Majority of the Controlling
appointment. Inlieu lieuthereof,
thereof,ororif ifthe thesuccessor CollateralManager
successorCollateral appointedbybythe
Managerappointed resigningoror
theresigning
appointment. In
removedCollateral
removed Managerisisnot
CollateralManager approved,the
notapproved, resigningororremoved
theresigning removedCollateral Managermay
CollateralManager maypetition
petition
any court of competentjurisdiction jurisdictionfor for the appointment ofofaa replacement
the appointment replacementmanager satisfying the
managersatisfying the
any competent
court ofCollateral Manager Conditions,but suchappointment shall not require the consent of, nor be
successor
successor Collateral Manager Conditions, but such appointment shall not require the consent of, nor be
subject to the disapprovalof, of,the
theIssuer
Issuerororany NoteholderororIncome
anyNoteholder Noteholder. Upon
IncomeNoteholder. Uponthe theappointment
appointment
subject to the disapproval satisfying the
Manager satisfying ReplacementManager
the Replacement Conditions and
Manager Conditions and the the written
ofof aa successor
successorCollateral
Collateral Manager
all authority and power
written
ofofthe
acceptance
acceptance of of such
such appointment
appointment by
by the
the successor
successor Collateral
Collateral Manager,
Manager, all authority and power the
Collateral Manager
Collateral Manager under underthe ManagementAgreement
Collateral Management
the Collateral Agreementwill will be automatically vested
be automatically vested inin the the
successorCollateral
successor Manager. No
CollateralManager. compensationpayable
Nocompensation successorCollateral
payabletotoaa successor Managerfrom
Collateral Manager fromthe the
Collateral Assets shall be greater than
than that
that paid
paid toto the
the Collateral
Collateral Manager
Manager without
without (n
(i) the
the prior
prior written
written
Collateral Assets shall be greater
consent ofof(a)
consent Majority-in-Interest ofof income
(a) aa Majority-in-Interest Noteholders (as
Income Noteholders such term
(as such defined in
term isis defined the Collateral
in the Collateral
Management Agreement) and and (b)(b) ininthe
the case
case ofof any increase oror any
any increase Collateral Management
any Collateral ManagementFee, Fee, the the
Management Agreement)
prior written consent
consentof ofaaMajority
Majorityofofthe the Notes
Notes (each voting as
(eachvoting separateClass)
as aaseparate Class) and and (ii) thesatisfaction
(ii) the satisfaction
prior written
ofofthe
the Rating
RatingAgency
AgencyCondition.
Condition.

There is
There is no
no limitation
limitation or restriction on
or restriction the Collateral
on the Manageror
Collateral Manager any Collateral
or any Manager Affiliate
Collateral Manager Affiliate
with regard
regard to to acting
acting asas collateral manager(or
collateral manager similar role) to other parties or persons. This
in aa similar
(or in role) to other parties or persons. This andand other
other
with
future activities
future activities of of the
the Collateral Manager and/or
Collateral Manager and/or the the Collateral Affiliates may
Manager Affiliates
Collateral Manager may give rise to
give rise to
additional conflicts of
of interest.
interest. The
The Collateral
Collateral Manager
Manager and
and the
the Collateral
Collateral Manager
Manager Affiliates
Affiliates currently
currently
additional conflicts
serve, and
and will
will continue
continue to to serve,
serve, as Manager for,
Collateral Manager
as Collateral invest in
for, invest or be
in or affiliated with,
be affiliated other entities
with, other entities
serve, bonds.
organized to issue collateralized
collateralized debt secured by
obligations secured
debt obligations high yield
by high loans and
yield loans and bonds.
organized to issue
Funds managed
Funds managed by Greywolf will
by Greywolf commit to purchase on
will commit Closing Date
the Closing
on the Date 100%100% of the initial
of the initial
Aggregate Outstanding Amount Amount of of the
the Class
Class D 0 Notes and approximately 50% of the initial notional
and approximately 50% of the initial notional
Aggregate Outstanding
amount of the Income Notes other Securities after after the Closing Date. addition,
In addition,
amount of the Income Notes and and may may purchase
purchase other Date. In
may own from
Greywolf and/or one or more of
Greywolf
its
and/or one or more of its affiliates affiliates or
or employees,
employees, or
or funds
funds managed
managed by Greywolf
assurance that any of the
. time
time to time Securities of one or more types. There can be a Holder of the Class D Notes
to time additional Securities of
additional continue
one or more types. There can be no assurance of the
foregoing persons will to hold
to hold any
any or
or all
all of
of such
such Securities. As a Holder of the Class 0 Notes
foregoing persons will continue adverse to
interests adverse to the other
the other
and the Income Notes
and the Income Notes or or any
any other
other Securities,
Securities, such persons may have interests
such persons
Holders of Securities.
Holders of Securities.
The assign its
only assign rights or
its rights responsibilities under
or responsibilities under the Collateral
the Collateral
The Collateral
Collateral Manager
Manager may may only
Agreement.
Management
Collateral Management Agreement.
Management Agreement in accordance with the terms of the
Management Agreement in accordance with the terms of the Collateral

Compensation
Compensation
As performance of of its obligations under
its obligations under the the Collateral Management
Collateral Management
As compensation
compensation for for the
the performance
the Priority ofof
a fee in accordance with
Agreement, the Collateral Manager will be entitled to receive per annum (the "Collateral Management
Agreement, the Collateral Manager will be entitled to receive a fee in accordance with the Priority
Payments, payable In arrears
Payments, payable in arrears on
on each
each Payment
Payment Date,
Date, of
of 0.04%
0.04% per annum (the "Collateral Management
Fee") times the Aggregate Principal beginning ofofthe
the beginning the Due preceding
Period preceding
Due Period
Fee")Payment Aggregate PrincipalAmount,
times theDate. Amount, measured
measured as asofofthe
accordance with the Priority ofof
such Payment Date. If amounts distributable on
such If amounts distributable on any
any Payment
Payment Date
Date ininaccordance with the Priority
Payments are insufficient to pay the Collateral Management
Management Fee
Fee in
in full,
full, then
then the
the shortfall
shortfall will
will be deferred
bedeferred
Payments are insufficient to pay the Collateral
are available therefor according the
totothe
and will be payable on subsequent Payment Dates on which funds will be payable in the same order
and will be payable on subsequent Payment Dates on which funds are available therefor according
Priority of Payments. Any interest
Priority of Payments. Any interest due
due on
on the
the amounts
amounts so
so deferred
deferred will be payable in the same order ofof
priority as the Collateral Management willaccrue rate equal to
interestatataarate equal to USOR.
accrueinterest LIBOR.
priority as the Collateral ManagementFee Feeandandwill
The
TheCollateral
CollateralManagement
ManagementFee Feewill calculatedononthe
willbebecalculated 360day
basisofofaa360
thebasis consistingofof
yearconsisting
dayyear
Manager on a Payment Date are subjecttoto
twelve 30-day months. All fees payable to the Collateral
twelve 30-day months. All fees payable to the Collateral Manager on a Payment Date are subject
payment only
payment onlyininaccordance
accordancewith
withthe
thePriority Payments.
PriorityofofPayments. '";.-:---~ ---

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GS
Footnote Exhibits - Page 5579

In
In its discretion, the
sole discretion,
its sole the Collateral Manager may
Collateral Manager may onon any Payment Date,
any Payment other than
Date, other the Final
than the Final
Payment Date,
Payment elect to
Date, elect to defer receipt of
its receipt
defer its of all any portion
orany
all or of the
portion of Management Fee
Collateral Management
the Collateral payable to
Fee payable to
aggregate of
(the aggregate
itit (the amounts so
of amounts deferred on
so deferred on such Payment Date
such Payment being the
Date being "Current Deferred
the "Current Deferred
Management Fee')
Management Fee'1 byby providing notice to
written notice
providing written to the Trustee of
the Trustee election at
such election
of such least five
at least Business Days
five Business Days
prior to
prior to such Payment Date.
such Payment After such
Date. After Payment Date,
such Payment the Current
Date, the Management Fee
Deferred Management
Current Deferred Fee will
will
accrue interest with
accrue interest respect to
with respect each Interest
to each Period at
Accrual Period
Interest Accrual at aa rate equal to
rate equal LlBOR, compounded
to LIBOR, compounded
monthly and
monthly calculated on
and calculated on the basis of
the basis of a year of
a year of 360 days and
360 days number of
actual number
the actual
and the days elapsed
of days and be
elapsed and be
added to
added the cumulative
to the amount of
cumulative amount the Current
of the Management Fees
Deferred Management
Current Deferred Fees from prior Payment
from prior Dates, if
Payment Dates, if
any amount of
aggregate amount
any (the aggregate such Current
of such Management Fees
Deferred Management
Current Deferred Fees being "Cumulative Deferred
the "Cumulative
being the Deferred
Management Fee")
Management Fee") and will be
and will payable on
be payable subsequent Payment
on subsequent Dates on
Payment Dates which funds
on which funds areare available
available
according to
therefor according
therefor to the Priority of
the Priority Payments. The
of Payments. Manager may
Collateral Manager
The Collateral elect to
may elect to receive payment of
receive payment of
all
all or portion of
any portion
or any the Cumulative
of the Management Fee
Deferred Management
Cumulative Deferred Fee onon any Payment Date
any Payment Date to to the extent of
the extent of
funds available in accordance with
in accordance Payments by providing notice to
Priority of Payments
with the Priority Trustee of
the Trustee
to the of such
such
election and
election amount of
the amount
and the fees to
such fees
of such be paid
to be Business Days
before five Business
paid on or before preceding such
Days preceding such Payment
Payment
Date.
Date.

For so long
For Greywolf is the
as Greywolf
long as Manager and any
Collateral Manager
the Collateral Greywolf continue
managed by Greywolf
any funds managed continue
hold any
to hold any Collateral
Income Notes, any
any Income Management Fees
Collateral Management Fees otherwise payable to Collateral Manager
to the Collateral Manager
hereunder shall be paid
hereunder shall Issuer in the following
the Issuer
paid by the (i) first, to
following order: (i) to such managed by
such funds managed by Greywolf
Greywolf
(on a pro
(on pro rata among such funds),
rata basis among funds), inin an equal to the
amount equal
an amount the product of such Collateral
(x) such
of (x) Collateral
Management Fees
Management Fees and (y) a
and (y) numerator of
fraction the numerator
a fraction which is
of which is the notional amount Income Notes
the Income
amount of the Notes
held by
held by such managed by Greywolf
such funds managed which is the aggregate
denominator of which
Greywolf and the denominator notional amount
aggregate notional amount
Income Notes and (ii)
of all the Income
of to Greywolf.
the remainder, ifif any, to
(ii) second, the

THE ISSUERS
THE ISSUERS

General
The Issuer was incorporated on March 5, 5, 2007 in number
inthe Cayman Islands with the registered number
183317.
183317. The registered office of the Issuer is
is at the offices of Maples
Maples Finance Limited,
Limited, P.O.
P.O. Box
Box 1093
1093
GT, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands. The
Cayman Islands. The
Memorandum of Association sets
Issuer has no substantial prior operating history. The Issuer's Memorandum out the
sets out the
objects of the Issuer, which are unrestricted and therefore include the business to
the business be carried out
to be by the
out by the
in connection with the Securities.
Issuer in

incorporated on March 7,
The Co-Issuer was incorporated 7, 2007 under the laws of the State of Delaware with
of Delaware
registered
the registered number 4312941.
4312941. The registered office of the Co-Issuer is
is at
at Donald
Donald J.
J. Puglisi,
Puglisi, Puglisi &
Puglisi &
Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711. has no
Co-Issuer has
19711. The Co-Issuer prior
no prior
history. Article 33.of
operating history. .of the Co-Issuer's the purposes
sets out the
Co-Issuers Certificate of Incorporation sets purposes of the Co-
of the Co-
Co-Issuer in
Issuer, which include the business to be carried out by the Co-Issuer connection with the
in connection issuance of
the issuance of
the
the Notes.
Notes. .

obligations only of the Issuers


The Notes are obligations Trustee, the
Issuers and not of the Trustee, Fiscal Agent,
the Fiscal the
Agent, the
Manager,
Collateral Manager, the Initial Purchaser, the Issuer Administrator,
Administrator, the
the Collateral
Collateral Manager,
Manager, the
the Holders
Holders of
of
the Income
the the Agents,
Notes, the
Income Notes, Share Trustee or
Agents, the Share managers or officers
or any directors, managers the Issuers
of the
officers of or
Issuers or
their respective
any of their respective affiliates.
The authorized share
The Issuer consists of
share capital of the Issuer of 50,000 ordinary U.S.$1.00 par
shares, U.S.$1.00
ordinary shares, par
per
value per share
share (the
(the "Issuer Ordinary
Ordinary Shares").
Shares"). 250 of
of the
the Issuer
Issuer Ordinary
Ordinary Shares
Shares have
have been
been issued
issued and
and
held by
will be held
will by the Share Trustee under the
Share Trustee of aa charitable
terms of
the terms charitable trust. of the
All of
trust. All the outstanding common
outstanding common
equity of
equity the Co-Issuer will be
of the by the
held by
be held For so
Issuer. For
the Issuer. so long as any of the Notes are outstanding, no
are outstanding, no
interest ininthe
beneficial interest
beneficial ordinary shares
the ordinary Issuer or of
the Issuer
shares of the of the common equity
the common of the
equity of Co-Issuer shall
the Co-Issuer be
shall be
registered
registered
- to
to aaU.S.
U.S.
..-
Person.
Person.

120
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Confidential Treatment Sachs
Goldman Sachs
by Goldman GS MBS-E-021825490
GS MBS-E-02182S490
Footnote Exhibits - Page 5580

Capitalization of
Capitalization the Issuer
ofthe Issuer
The initial
The proposed capitalization
initial proposed ofthe
capitalization of Issuer as
the Issuer the Closing
of the
as of Date after
Closing Date effect to
giving effect
after giving to the
the
issuance of
issuance the Securities
ofthe and the
Securities and IssuerOrdinary
the Issuer Shares and
Ordinary Shares entry into
and entry the Cashflow
into the SwapAgreement
Cashflow Swap Agreement
before expensesof
deducting expenses
before deducting ofthe offering of
theoffering isas
Securities is
the Securities
ofthe as set forth below.
setforth below.

Amount
Amount
Class
Class S-1
S-1 Notes
Notes $9,000,000
$9,000,000
Class
Class S-2
S-2 Notes
Notes $8,300,000
$8,300,000
Class
Class A-I
A-1aaNotes
Notes $100,000,000
$100,000,000
Class A-1b Notes
ClassA-1b Notes $200,000,000
$200,000,000
Class
Class A-1c
A-1c Notes
Notes $100,000,000
$100,000,000
Class
Class A-1d
A-1d Notes
Notes $100,000,000
$100,000,000
Class
Class A-2
A-2 Notes
Notes $305,000,000
$305,000,000
Class
Class B Notes
Notes $107,000,000
$107,000,000
Class
Class CC Notes
Notes $36,000,000
$36,000,000
Class
Class DD Notes
Notes $30,000,000
$30,000,000
Income
Income Notes
Notes $22,000,000
$22,000,000
Total
Total Debt
Debt $1,017,300,000
$1,017,300,000

Issuer Ordinary Shares


Issuer Ordinary Shares 250
250

Total Equity
Equity $250
$250

Total Capitalization $1,017,300,250


$1,017,300,250

Capitalization of the
Capitalization of the Co-Issuer
Co-Issuer

Co-Issuer will be capitalized only to


The Co-Issuer common equity of
to the extent of its common will have
U.S.$10, will
of U.S.$10, have nono
assets other
assets other than its equity capital and will have no
no debt other
other than as Co-Issuer of
of the
the Notes
Notes (other
(other than
than
Class D
the Class D Notes). The Co-Issuer has agreed to co-issue the Notes (other than Notes) as
Class 0D Notes)
than the Class as
accommodation to the Issuer, and the Co-Issuer
an accommodation remuneration for
is receiving no remuneration
Co-Issuer is so acting.
for so Because
acting. Because
the
the Co-Issuer has no assets, and is Holders of
assets, Holders
any assets,
is not permitted to have any Securities will
of Securities not be
will not be
able
able to exercise their rights against any assets of the Co-Issuer. Holders
Holders of
'of Notes
Notes must
must rely
rely on
on the
the
Collateral held by the Issuer and pledged to the Trustee for payment on their respective
Collateral held Notes, in
respective Notes, in
accordance with the Priority of Payments.
accordance

of funds
Flow of
Flow funds
The approximate flow of of funds of the Issuer from the gross proceeds of the offering
of the of the
offering of the
Securities on
Securities on the Closing Date
Date is
is as set forth below:

Proceeds*
Gross Proceeds·
Gross

Class S-1
Class Notes
S-1 Notes $9,000,000
$9,000,000
S-2 Notes
Class S-2
Class $8,300,000
$8,300,000
Class A-1a
Class A-I aNotes $99,450,000
$99,450,000
Class A-1b
Class A-lb Notes
Notes $200,000,000
$200,000,000
Class A-1c
Class Notes
A-1c Notes $99,710,000
$99,710,000
A-Id Notes
Class A-1d
Class Notes $99,700,000
$99,700,000
Class A-2
Class Notes
A-2 Notes $303,445,000
$303,445,000
Class BBNotes
Class Notes $103,587,000
$103,587,000
Class CCNotes
Class Notes $34,254,000
$34,254,000
Class 0DNotes
Class Notes $27,723,000
$27,723,000
Income Notes
Income Notes $22,000,000
$22,000,000

Total:
Total: $1,007,169,000
$1,007,169,000

121

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Goldman Sachs
by Goldman GS MBS-E-021825491
GS MBS-E-021825491
Footnote Exhibits - Page 5581

Expenses*
Expenses·

Third Party Expenses $1,850,000


Expense Reserve Account $200,000
Total: $2,050,000
$2,050,000

Collateral Assets

Net Proceeds $1,005,119,000


Principal Balance of Collateral Assets $1,000,000,000
$1,000,000,000
Clean Price of cash Collateral Assets and
Default
DefauH Swap Collateral $910,810,000
Purchase Accrued Interest on cash
Collateral Assets and Default Swap
Collateral $610,000
$610,000·
Investments deposited in
Cash and Eligible Investments in
Default Swap Collateral Account $88,878,000
First Period Interest Reserve $4,821,000
*Figures are approximate.
·Figures

Business

in the case
The Issuers will not undertake any business other than the issuance of the Notes and, in
of the !ssuer,
Issuer, the issuance of the Income Notes, the acquisition and management
management of the Collateral and, in
in
each case, other related transactions. Neither of the Issuers will have any subsidiaries.

The Issuer Administrator will act as the administrator of the Issuer. The office of the the Issuer
Issuer
Administrator
Administrator will serve as the general business office of the Issuer. Through this office and pursuant to to
the terms of an agreement to be dated March 16,2007
16, 2007 by and between the Issuer Administrator and the
Administrator will perform various administrative
Agreement"), the Issuer Administrator
Issuer (the "Administration Agreement"),
shareholders and the general public,
functions on behalf of the Issuer, including communications with sharehoiders public, and
and
the provision of certain clerical, administrative and other services until termination of the Administration
Administration
Agreement.
Agreement. In In consideration of the foregoing, the Issuer Administrator will receive various fees and other
charges payable by the Issuer at rates agreed upon from time to time plus expenses. The directors of the
Issuer listed below are also officers and/or employees of the Issuer Administrator and may be contacted
at the address of the Issuer Administrator.

The activities of the Issuer Administrator under the Administration Agreement


Agreement will be subject to
to
the overview of the Issuer's Board of Directors. The Administration Agreement
Agreement may be terminated by by
either the Issuer or the Issuer Administrator upon 3 3 months' written notice (or, upon the occurrence of
.' certain events, 14 days' written notice).
notice). .

The Issuer
issuer Administrator's
Administrator's principal office is: Maples Finance Limited, P.O. Box 1093 GT,
Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands.
Cayman Islands,

Directors
Directors

The Directors of the Issuer are: Guy Major and Carrie Bunton, each having an address at Maples
Maples
Finance Limited, P.O. Box 1093 GT, Queensgate House, South Church Street, George George Town, Grand
Cayman, Cayman Islands.

The director of the Co-Issuer is


is Donald Puglisi who may be contacted at the address of the Co-
Issuer.

122
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MBS-E-021825492
Footnote Exhibits - Page 5582

INCOME TAXCONSIDERATIONS
INCOMETAX CONSIDERATIONS

UnitedStates
United StatesTax
TaxConsiderations
Considerations

The following
The following is summary of
isaa summary certainofofthe
ofcertain UnitedStates
the United incometax
federalincome
States federal consequences of
taxconsequences of
ananinvestment
investmentin inthe Notesand
theNotes andthe IncomeNotes
theIncome Notesby purchasers that acquire their Notes orIncome
bypurchasers that acquire their Notes or IncomeNotes Notes
inin the
the initial
initial offering.
offering. The discussion and
The discussion and the referenced below
opinions referenced
the opinions below are based upon
are based upon laws,
laws,
regulations, rulings,
regulations, rulings, and decisions in
and decisions in effect available on
and available
effect and the date
on the hereof, all
date hereof, which are
allofofwhich subjectto
are subject to
change, possibly
change, possibly with retroactive effect.
with retroactive Prospective investors
effect. Prospective should note
investors should notethatthat no have been
rulings have
no rulings beenor or
are expected
are expected to
to be
be sought
sought from
from the
the United
United States
States Internal
Internal Revenue
Revenue Service
Service (the
(the "IRS')
"IRS'1 with
with respect
respect to
to
any of
any of the
the United
United States
States federal income tax
federal income consequences discussed
tax consequences discussed below,below, and and no assurance can
no assurance can bebe
given that
given that the
the IRSIRSwill
will not
nottake contrary positions.
take contrary Further, the
positions. Further, the following summary does
following summary does not dealwith
not deal with all
all
United States
United States federal income tax
federal income applicable to
consequences applicable
tax consequences to any investor, nor
given investor,
any given nor does addressthe
does itit address the
United States
United States federal income tax
federal income applicable to
considerations applicable
tax considerations categories of
to categories 9f investors subject to
investors subject to special
special
taxing
taxing rulesrules (regardless
(regardless of
of whether
whether or
or not
not such
such persons
persons constitute
constitute U.S.
U.S. Holders),
Holders), such
such as
as certain
certain United
United
States expatriates,
States expatriates, banks,banks, real real estate trusts, regulated
investment trusts,
estate investment investment companies,
regulated investment companies, insurance insurance
companies, tax-exempt
companies, tax-exempt organizations, dealers or
organizations, dealers traders in
or traders securities or
in securities partnerships, natural
currencies, partnerships,
or currencies, natural
persons, cash
persons, cash method taxpayers, S
method taxpayers, estates and
corporations, estates
S corporations, and trusts, investors that
trusts, investors hold their
that hold Notes or
their Notes or
Income Notes
Income Notes as as part of a
part of straddle or
hedge, straddle
a hedge, integrated or
an integrated
or an or conversion transaction, or
conversion transaction, investors whose
or investors whose
"functional currency" is not
"functional currency" Furthermore, it does
U.S. dollar. Furthermore,
the U.S.
not the does not not address minimum tax
alternative minimum
address alternative tax
consequences, or
consequences, or the indirect effects on
the indirect on persons who who hold
hold equity interests in either a U.S. Holder
interests in either a U.S. Holder or or aa
Non-U.S. Holder
Non-U.S. Holder (as these terms
(as these are defined
terms are below). In addition,
defined below). summary is
addition, this summary limited to
generally limited
is generally to
investors that
investors that acquire
acquire their Notes or
their Notes Notes on the
Income Notes
or Income Closing Date
the Closing (and, in the
Date (and, case of
the case Notes, acquire
of Notes, acquire
their Notes for the issue price applicable
their Notes for the issue price applicable to such
such Notes) and
and who
who will hold
hold their
their Notes
Notes or
or Income
Income Notes as
Notes as
"capital
"capital assets"
assets" within
within the
the meaning
meaning of Section 1221
1221 of the
the Code. Investors should
should consult
consult their
their own
own tax
tax
advisors to
advisors to determine
determine the the United state, local, and other
States federal, state,
United States other tax consequences of the purchase,
of the purchase,
ownership,
ownership, and and disposition
disposition of the Notes and the Income Notes.
As used
As used herein, Holder" means a
"U.S. Holder"
herein, "U.S. a beneficial owner of a Note or
a Note Income Note
or Income that is
Note that is anan
individual citizen
individual citizen oror resident
resident of of the United States for United States federal income income tax purposes, a
tax purposes, a
corporation
corporation or or other entity taxable
other entity taxable as a a corporation created or organized in in or under the
or under laws of
the laws the United
of the United
States
States oror any
any state (including the District of Columbia),
thereof (including
state thereof income of
Columbia), an estate the income which is
of which subject to
is subject to
United States federal
United States federal income taxation regardless of its source a
income taxation or a trust where a court within the
where a court within the United United
States
States isis able to exercise
able to primary supervision over the administration of
exercise primary of the trust and
the trust one or
and one United
more United
or more
States
States persons
persons (as(as defined
defined in the Code) have
in the all su~stantial
have the authority to control all decisions of
substantial decisions trust
the trust
of the
(or a trust that has made a valid
(or a trust that has made a valid election under U.S. Treasury
Treasury Regulations
Regulations to
to be
be treated
treated as
as a
a domestic
domestic
trust).
trust). "Non-U.S.
"Non-U.S. Holder"
Holder" generally owner) of
beneficial owner)
generally means any owner (or beneficial of aaNote
Note or Income Note
or Income that
Note that
is not a U.S. Holder (other
is not a U.S. Holder (other than a
a partnership). If a
If a partnership
partnership holds
holds Notes
Notes or
or Income
Income Notes,
Notes, the
the tax
tax
treatment of a partner
treatment of a partner will
will generally
generally depend upon
upon the status
status of
of the
the partner
partner and
and upon
upon the
the activities
activities of
of the
the
partnership.
partnership. Partnerships
Partnerships and and partners Notes or
holding Notes
partnerships holding
partners of partnerships Income Notes
or Income consult
should consult
Notes should
their
their own
own tax
tax advisors
advisors regarding
regarding thethe tax consequences of
tax consequences investment ininthe
an investment
of an Notes or
the Notes or Income Notes
Income Notes
(including their
(including their status
status as
as U.S.
U.S. Holders
Holders or Non-U.S.
Non-U.S. Holders).
Holders).

Tax
Tax Treatment
Treatment of
ofIssuer
Issuer
Upon
Upon thethe issuance
issuance of the Notes,
of the Orrick, Herrington
Notes, Orrick, Sutcliffe LLP,
Herrington &&Sutcliffe U.S. tax
special U.S.
LLP, special counsel to
tax counsel to
the Issuer, will deliver an opinion
the Issuer, will deliver an opinion generally
generally to
to the
the effect
effect that
that under
under current
current law,
law, and
and assuming
assuming compliance
compliance
with
with the
the Indenture
Indenture (and
(and certain
certain other documents) and
other documents) based on
and based certain factual
on certain representations made
factual representations made by by
the Issuer, although the matter is not free from doubt,
the Issuer, although the matter is not free from doubt, the
the Issuers
Issuer's permitted
permitted activities
activities will
will not
not result
result in
in the
the
Issuer
Issuer being
being engaged
engaged ininthe conduct of
the conduct business ininthe
trade ororbusiness
of aatrade the United Accordingly, the
States. Accordingly,
United States. Issuer
the Issuer
does
does not not expect
expect toto be subjecttoto net
be subject income taxation
net income the United
taxation ininthe States. Prospective
United States. should
investors should
Prospective investors
bebe aware
aware that counsel are
opinions ofofcounsel
that opinions binding on
not binding
are not onthe and the
IRS and
the IRS IRS might
the IRS treat the
seek tototreat
might seek Issuer .
the Issuer
as engaged
as engaged in
ina aUnited
United States
States trade
trade or
or business,
business, in
in which
which event
event the
the Issuer
Issuer would
would bebe subject,
subject, inter
inter alia,
alia, to
to
aa35%35% tax
tax on suchofofits
on such its income
income as as was connected totothe
effectively connected
was effectively U.S. trade
theU.S. business as
or business
trade or well as
aswell as aa
30%
30% "branch
"branch profrts"
profits" tax
taxwhenwhen such viewed as
incomeisisviewed
suchincome as having been repatriated
having been the Cayman
repatriated totothe Islands
Cayman Islands
(thereby
(thereby materially
materially adversely
adversely effecting
effecting the
the Issuer's
Issuer's ability
ability to
to make
make payments
payments on
on the
the Securities).
Securities).

123
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Confidential Treatment
Treatment Requested
Requested by Sachs
Goldman Sachs
byGoldman GS MBS-E-021825493
GS MBS-E-021825493
Footnote Exhibits - Page 5583

The opinion
The opinion of of special
special U.S.
U.S. taxtax counsel
counsel isissubject
subject to to several
several considerations.
considerations. For For example,
example, the the
United States
United States Treasury
Treasury Department
Department and and the
the IRS
IRS recently
recently announced
announced that that they
they areare considering
considering taxpayer
taxpayer
requests for
requests for specific
specific guidance
guidance on, on, among
among otherother things,
things, whether
whether aa foreign
foreign person
person may may be be treated
treated as as
engaged ininaatrade
engaged trade or or business
business ininthethe United
United States
States by by virtue
virtue ofof entering
entering into
into credit
credit default
default swaps.
swaps. No No
guidance has
guidance has been
been issued
issued to to date.
date. IfIfany
any future
future guidance
guidance concludes
concludes thatthat foreign
foreign persons
persons entering
entering into
into
certain credit
certain credit defauH
default swapsswaps will
will be
be treated
treated asas engaged
engaged ininaa trade
trade oror business
business ininthe the United
United States,
States, such
such
guidance would
guidance would adversely
adversely impact
impact the the Issuer's
Issuers ability
ability to to pay
pay principal
principal andand interest
interest onon the
the Notes.
Notes.
Additionally, ititshould
Additionally, should be be noted
noted that
that gain
gain or
or loss
loss on
on aadisposition
disposition by by aaforeign
foreign person
person of of aa United
United States
States
real property
real property interest
interest may may bebe subject
subject to to United
United States
States federal
federal income
income tax tax as
as ififthe foreign
foreign person
person werewere
engaged ininaa United
engaged United States
States trade
trade oror business
business (even
(even ififthe
the foreign
foreign person
person isisnot,
not, ininfact,
fact, so engaged).
engaged). The The
determination of
determination of whether
whether an an asset
asset constitutes
constitutes aa United
United States
States real
real property
property interest
interest isismade
made periodically
periodically
and, therefore,
and, therefore, itit isispossible
possible that
that an
an asset
asset that
that was
was not
not aa United
United States
States real
real property
property interest
interest at
at the
the time
time itit
was acquired
was acquired byby the the Issuer
Issuer COUld,
could, thereafter,
thereafter, become aa United United States real real property
property interest.
interest. Similarly,
Similarly, ifif
the Issuer
the Issuer accepted
accepted aa new new security
security in in exchange
exchange for for an an existing
existing security
security oror ifif the terms
terms of of an existing
existing
security were
security were modified,
modified, the the new
new oror modified
modified security might might cause the Issuer Issuer to become engaged engaged inin aa
United States
United States trade or or business
business forfor United
United States federal income tax tax purposes.
purposes.
ItIt is
is not
not expected
expected that
that the
the Issuer
Issuer will derive
derive material amounts
amounts of
of any other items of of income
income that
that
will be
will be subject
subject to to United
United States
States withholding
withholding taxes.
taxes. Notwithstanding the
the foregoing, any
any commitment
commitment fee,
fee,
facility fee
facility fee andand similar
similar fee
fee that
that the
the Issuer
Issuer eams
eams may
may be subject to aa 30%
30% withholding tax.
tax. Additionally, ifif
the Issuer
the Issuer is is aa CFC
CFC (defined below), the Issuer would incur United United States withholding tax on interest
received from
received from aa related
related United
United States
States person.
person. The Issuer will not make any independent
independent investigation
investigation of
of
the circumstances
the circumstances surrounding
surrounding the
the individual
individual assets comprising the Collateral Assets and, thus, there can
be no
be no assurance
assurance that that payments
payments of of interest
interest on
on and gain from the sale or disposition of the Collateral
Assets will
Assets will in all cases
in all cases be
be received
received free
free of withholding tax.
The Issuer
The Issuer will.
will not
not be
be required
required to pay additional amounts to any Holder of Income Notes or any
Class of
Class of Notes
Notes ifif taxes
taxes oror related amounts are
related amounts are withheld from payments on the Income Notes or Notes or or
from payments on
from payments on any any Collateral Asset.
Asset. However, withholding on the Collateral Assets could result in
in the
the
Securities being
Securities being redeemed
redeemed by by the Issuer.
Issuer. See "-Tax Redemption." .
Tax Treatment
Tax Treatment of
of U.S.
U.S. Holders of Notes

The
The Issuer
Issuer has agreed and, by by its acceptance of aa Note, each Holder of aa Note will be deemed to to
have agreed, to
have agreed, to treat
treat its
its Notes
Notes as debt of of the Issuer
ISsuer for United States federal income
income tax purposes
(although
(although this shall not
this shall not prevent
prevent a U.S. Holder from making a QEF
U.S. Holder aEF election, as defined below, on a a
protective
protective basis
basis oror from
from making protective
protective filings under
under Section 6038, 6038B or or 6046 of
of the Code). Upon
the
the issuance
issuance of of the Notes, Orrick,
the Notes, Herrington &Sutcliffe LLP will deliver an opinion generally to the effect
Orrick, Herrington effect
that,
that, assuming
assuming compliance
compliance with the Indenture
Indenture (and certain
certain other documents)
documents) and
and based on certain factual
representations
representations mademade by by the Issuer, the Class S S Notes,
Notes, Class
Class A Notes, Class B B Notes and Class
Class C
C Notes
will,
will, and
and the
the Class
Class D 0 Notes
Notes should, be characterized
characterized as debt for United
United States federal income tax tax
purposes.
purposes. Prospective
Prospective investors
investors should be aware
aware that opinions of counsel are not binding on the IRS, andand
there
there cancan be
be no
no assurance
assurance that
that the IRS
IRS will not
not seek to
to characterize
characterize any Class of of Notes as other
other than
than
indebtedness.
indebtedness. Except
Except as provided
provided under
under "-Alternative Characterization
Characterization of
of the
the Notes" below, the balance
balance
of
of this
this discussion
discussion assumes
assumes that
that the
the Notes
Notes will be characterized as debt
debt of the
the Issuer
Issuer for United
United States
States
federal
federal income
income taxtax purposes.

Each
Each U.S.
U.S. Holder
Holder willwill include interest
interest on the
the Notes
Notes in in income
income in in accordance
accordance with
with its
its regular
regular
method
method of of accounting
accounting for UnitedUnited States
States federal
federal income
income tax purposes
purposes unless the the Notes
Notes areare viewed
viewed as as
having
having being
being issued
issued with
with original
original issue
issue discount
discount ("OlD')
("010'1 in in which
which case,
case, generally, each U.S. U.S. Holder
Holder would
would
be
be required
required toto accrue
accrue interest
interest on thethe Note
Note onon an
an accrual
accrual basis
basis under
under a constant
constant yield methodology,
methodology, basedbased
on
on the
the original
original yield
yield to
to maturity
maturity of of the
the Note.
Note. Because
Because interest
interest onon the
the Class
Class C C Notes
Notes and
and Class
Class D 0 Notes
Notes
may
may bebe deferred
deferred without
without giving
giving rise
rise to
to an
an Event
Event of
of Default,.
Default, all
all interest
interest (including
(including interest
interest on
on accrued
accrued butbut
unpaid
unpaid interest)
interest) will
will be
be treated
treated as as OID
010 unless
unless the
the likelihood
likelihood ofof deferral
deferral is
is remote.
remote. TheThe Issuer
Issuer has
has not
not
determined
determined whether
whether thethe likelihood
likelihood of of interest
interest being
being deferred
deferred isis remote
remote for
for this
this purpose
purpose and,
and, hence, willwill
treat
treat the
the interest
interest on
on the
the Class
Class C C Notes
Notes andand Class
Class D 0 Notes
Notes as
as OlD.
010. Additionally,
Additionally, the
the Issuer
Issuer will
will treat
treat any
any

124
124

Confidential Treatment
Confidential Requested by
Treatment Requested Goldman Sachs
by Goldman Sachs GS MBS-E-021825494
GS MBS-E-021825494
Footnote Exhibits - Page 5584

Class ofofNotes
Class Notesas ashaving
havingbeen issuedwith
beenissued OlDifif(A)
withOlD suchClass
(A)such issuedatataadiscount
Classisisissued equaltotoororin
discountequal in
excess ofof the
excess the product 0.25% ofof the
product ofof 0.25% the stated redemption price
stated redemption maturity ofof such
price atat maturity and the
Class and
such Class the
anticipatedweighted
anticipated averagelife
weightedaverage suchClass
lifeofofsuch (8)the
Classoror(B) priceof
issueprice
theissue ofsuch Classexceeds
suchClass theprincipal
exceedsthe principal
amount thereof
amount thereof by by more
more than
than the lesserofof(i)
the lesser 15% oror (ii)
(i) 15% multiplied by
0.015 multiplied
(ii) 0.015 by the anticipated weighted
the anticipated weighted
average life
average lifeofofthe Class. Any
the Class. accruedbut
Any accrued unpaidOlD
butunpaid includedin
OlD included incomeby
inincome U.S. Holder
byaaU.S. willincrease
Holderwill increase
the U.S.
the U.S. Holder's
Holder's basis
basis in
in its
its Note
Note and
and thereby
thereby reduce
reduce the
the amount
amount of
ofgain
gain or
orincrease
increase the
theamount
amount ofofloss
loss
recognized by the U.S. Holder on a subsequent sale or other disposition
recognized by the U.S. Holder on a subsequent sale or other disposition of
ofthe
the Note.
Note.

Any OlD
Any OlD onon the Notes will
the Notes likely be
will likely under the
accruable under
be accruable special rules
the special set forth
rules set in Section
forth in Section
1272(a)(6) of the
1272(a)(6) of the Code Code (which
(which apply
apply to
to debt
debt instruments
instruments that
that may
may be
be accelerated
accelerated by
by reason
reason ofof the
the
prepayment of
prepayment of other
other debt
debt obligations securing such
obligations securing instruments). If Section 1272(a)(6) does not
debt instruments).
such debt If Section 1272(a)(6) does not
apply, the
apply, the Notes
Notes might
might be
be treated
treated as "contingentpayment
as"contingent debtinstruments"
payment debt ("CPDls") within
instruments" ("CPDis") the meaning
within the meaning
ofTreasury
of Treasury Regulation
Regulation Section 1.1275-4. If
Section 1.12754. If any Class of
such Class
any such of Notes were considered
Notes were CPDls, among
considered CPDis, among
other consequences,
other consequences, gain gain on sale of
the sale
on the of such that might
Notes that
such Notes otherwise be
might otherwise capital gain
be capital would be
gain would be
ordinary incom·e.
ordinary income. Prospective
Prospective investors
investors should
should consult
consult their
their own
own tax
tax advisors
advisors regarding
regarding the
the potential
potential
application of
application ofSection 1272(a)(6) of
Section 1272(a)(6) Code to
the Code
of the to the Notes and
the Notes the rules
and the governing CPDis.
rules governing CPDls.

In general,
In general, aa U.S. Holder of
U.S. Holder Note will
a Note
of a have a
will have basis in
tax basis
a tax equal to
Note equal
such Note
in such cost of
the cost
to the of such
such
Note increase.d
Note increased by by any
any OlD
OID and
and any
any market
market discount
discount that
that the
the U.S.
U.S. Holder
Holder has
has elected
elected to
to include
include In
in income
income
on a
on a current
current basisbasis andand reduced
reduced byby any
any amortized premium and
amortized premium payments of
and payments of principal OlD. Upon
and OlD.
principal and Upon a a
sale, exchange
sale, exchange or or other disposition of
other disposition such aa Note,
of such U.S. Holder
Note, aa U.S. will generally
Holder will recognize gain
generally recognize gain or or loss
loss
equal to
equal to the
the difference
difference between amount realized on
between the amount the sale,
on the exchange or other
sale, exchange (less any
disposition (less
other disposition any
accrued and
accrued and unpaid
unpaid interest, would be
which would
interest, which taxable as
be taxable and the
such) and
as such) Holder's tax
U.S. Holder's
the U.S. basis in
tax basis in such
such
Note (as
Note (as reduced
reduced by by any unpaid interest). Such
accrued and unpaid
any accrued Such gain generally will
gain or loss generally long term
be long
will be term
capital gain
capital gain or or loss
loss (other discount if the U.S.
accrued market discount
(other than accrued Holder has not
U.S. Holder elected to
not elected include such
to include such
discount in
discount in income
income on on aa current assuming that
current basis) assuming Holder has held
U.S. Holder
that the U.S. the Note
held the for more
Note for than one
more than one
year at
year at the
the time
time of certain circumstances, U.S.
disposition. In certain
of disposition. Holders that are
U.S. Holders individuals may
are individuals may bebe entitled
entitled
to preferential
to preferential treatment
treatment forfor net term capital gains; however, the ability of
net long term of U.S. Holders to
U.S. Holders offset
to offset
capital
capital losses
losses against
against ordinary
ordinary income
income is limited. .

Characterization of the Notes. Notwithstanding special U.S. tax counsel's opinion,


Altemative Characterization
Alternative opinion,
U.S. Holders should recognize that
U.S. Holders should recognize that there is
is some uncertainty regarding the appropriate
appropriate classification
classification of
of
instruments
instruments such such as is possible, for example, that the
Notes. ItIt is
as the Notes. the IRS may may contend
contend that the Class
that the Class D D
Notes and possibly other Classes
Notes and possibly other Classes of Notes should be treated as equity interests
interests (or
(or as
as part-debt,
part-debt, part-
part-
equity) in
equity) in the
the Issuer. Such aa recharacterization might result in
Issuer. Such adverse tax
materially adverse
in materially consequences to
tax consequences to
U.S.
U.S. Holders.
Holders. As As aa result,
result, U.S.
U.S. Holders of Notes may wish to consider the advisability advisability of of making "QEF
making "QEF
election" provided in
election" provided of the Code on aa "protective"
Section 1295 olthe
in Section "protective" basis (although this
basis (although election may
this election be
not be
may not
respected
respected since
since the
the current QEF regulations do not authorize protective QEF
current QEF elections for
QEF elections for debt may
that may
debt that
be
be recharacterized
recharacterized as as equity). Additionally, any such
equity). Additionally, such characterization might necessitate those
might necessitate U.S.
those U.S.
Holders
Holders of
of a
a Class
Class of
of Notes
Notes that
that is
is characterized
characterized as
as equity
equity to
to file information
information returns
retums with
with the
the IRS
IRS with
with
respect to
respect to their
their acquisition
acquisition ofof the Notes (and
the Notes be subject
(and be penalties for failure to do
to significant penalties for failure to do so). For
subject to so). For
the consequences
the consequences that that would
would apply if
if any
any Class
Class of Notes
Notes were
were characterized
characterized as
as equity
equity for
for United
United States
States
federal
federal income
income tax tax purposes, see below
purposes, see under "-- Tax
below under" Treatment of U.S.
Tax Treatment Holders of
U.S. Holders Notes."
Income Notes."
of Income
Tax
Tax Treatment
Treatment of
of U.S.
U.S. Holders ofIncome
Holders of Notes
Income Notes
The
The Income
Income Notes, although ininthe
Notes, although form of
the form debt, will
of debt, likely be
will likely characterized as
be characterized equity for
as equity U.S.
for U.S.
federal income
federal income tax tax purposes.
purposes. Additionally,
Additionally, the
the Issuer
Issuer has
has agreed,
agreed, and,
and, by
by its
its acceptance
acceptance of
of an
an Income
Income.
Note,
Note, each Holder of
each Holder of an
an Income
Income Note
Note will be deemed
will be agreed, to
have agreed,
deemed toto have treatthe
to treat Notes as
Income Notes
the Income equity
as equity
for U.S. federal income tax purposes. For purposes
for U.S. federal income tax purposes. For purposes of
of this
this discussion,
discussion, it
it isis assumed
assumed that
that the
the Income
Income·
Notes
Notes will
will be
be so characterized. ItIt isis noted,
so characterized. however, that
noted, however, event that
the event
that inin the that the Notes were
Income Notes
the Income· were
characterized
characterized as as debt
debt for United States
for United income tax
federal income
States federal tax purposes, they would
purposes, they contingent
constitute contingent
would constitute
payment
payment debt
debt instruments; among the
instruments; among consequences that
the consequences that would from an
result from
would result application of
an application of the rules
the rules
applicable
applicable to
to contingent
contingent payment
payment debt
debt instruments
instruments of
of the
the Income
Income Notes
Notes is
is that
that gain
gain on
on the
the sale
sale of
of the
the
Income Notes that might otherwise be capital gain would
Income Notes that might otherwise be capital gain would constitute
constitute ordinary
ordinary income.
income.

125
125

Confidential
Confidential Treatment
Treatment Requested
Requested by Sachs
Goldman Sachs
byGoldman MBS-E-021825495
GS MBS-E-021825495
GS
Footnote Exhibits - Page 5585

Subject to the rules discussed below below relating to "passive foreign investment companies"
·passive foreign
("PFICs") and "controlled
C'PFICs") and foreign corporation"
"controlled foreign ("CFCs'1, payments on
corporation" ("CFCs'), on the Income
Income Notes should be treated
Notes should treated
extent of the current or
as dividends to the extent or accumulated earnings and profits of the Issuer. Payments
characterized as dividends would be income tax rates applicable to ordinary
be taxable at regular marginal income ordinary
income, and benefit of the dividends received deduction or any reduction in
and would not be entitled to the benefit in
may be available for certain dividends. Distributions in
tax rates that may in excess of the Issuers and
Issuer's earnings and
would be applied against and reduce, the U.S. Holders
profits would be non-taxable to the extent of, and would
Income Notes and, to the extent in
in the Income
adjusted tax basis in in excess of such basis, would be taxable as as
gain from the sale or exchange of property.
The tax consequences discussed in preceding paragraph are likely to be significantly
in the preceding significantly
PFIC and CFC
modified as aa result of the application of the PFIC U.S. Holders of
CFC rules discussed below. Thus, U.S.
the Income owning stock in
Income Notes will be viewed as owning CFC (depending, in
in a CFC
in a PFIC and, possibly, in in the
the
latter instance, on the
latter percentage of voting equity that is
the percentage Holders)~ If
U.S. Holders).
is acquired and held by certain U.S.
applicable, the rules pertaining to CFCs
CFCs would PFICs, although in
generally override those pertaining to PFICs,
would generally in
certain circumstances both set of of rules could apply simultaneously.

Holders that make a


Income Notes (other than U.S. Holders
Under the PFIC rules, U.S. Holders of the Income
taxation of
timely "QEF election", as described below) will be subject to special rules relating to the taxation
"excess distributions" - with excess distributions being defined to include certain distributions made
made by a
PFIC on its stock as well as gain recognized on a disposition of PFICPFIC stock. For this purpose, a U.S. U.S.
Income Notes as security for an obligation will be treated as having made a
Holder that uses its Income
disposition of PFIC
PFIC stock. InIn general, Section 1291 of the Code provides that the amount of any "excess
"excess
U.S. Holder's
distribution" will be allocated to each day of the U.S. period for its PFIC stock. The
Holder's holding period
amount allocated to the current year will be included in in the U.S. Holders gross income for
U.S. Holder's for the current
the current
year as ordinary income. With respect to amounts allocated to prior years, the tax imposed for the current
current
is an amount calculated with respect
amount," which is
year will be increased by the "deferred tax amount, II respect toto each
prior year by multiplying the amount allocated to such year by the highest rate of tax in effect for such
in effect
with an interest charge as though the amounts of tax were overdue.
year, together with

In order to avoid the application of the PFIC rules, U.S.


In Income Notes
U.S. Holders of Income Notes may wish to
may wish
consider making the QEF election provided in in Section 1295 of the Code. In In lieu of the PFIC rules
discussed above, a U.S. Income Notes that makes aa valid QEF
U.S. Holder of Income QEF election will, in very
will, in general
very general
terms, be required to include its pro rata share of the Issuers Issuer's ordinary income and net capital gains; gains,
unreduced by any prior year losses, in in income for each taxable year (as ordinary income and long-term long-term
capital gain, respectively) and to pay tax thereon, even if the amount of that income is the same
is not the same as as
the dividends paid on the Income Notes during the year. If Issuer later distributes the
Ifthe Issuer the income or gain
or gain
U.S. Holder has already paid taxes under the QEF
on which the U.S. QEF rules, the amounts so distributed will not
distributed will
again be subject to tax in U.S. Holder. A
in the hands of the U.S. U.S. Holder's tax basis in
A U.S. in any Income Notes as as
to which a a QEF election has been validly made will be increased by the amount included included in in such U.S.
such U.S.
Holder's income as a result of the QEF QEF election and decreased by the amount of nontaxable distributions
nontaxable distributions
received by the U.S. Holder. On the disposition (including redemption or retirement) of an an Income Note, aa
Income Note,
U.S. Holder making the QEF election generally will recognize capital gain or or loss
loss equal
equal to to the difference, ifif
the difference,
any, between the amount realized upon such disposition and its adjusted tax basis in in the Income
Income Note. In In
general, aa protective QEF election should be made on or before the due date for .filing U.S. Holder's
filing aa U.S.
return for the first taxable year for which the U.S. Holder has held its
federal income tax retum its Income Notes. In In
this regard, aa QEF
QEF election isis effective only if certain required information is ismade available by by the Issuer.
the Issuer.
request, the Issuer
Upon request, Notes and any U.S. Holder of
Income Notes
Issuer will provide any U.S. Holder of Income of aa Class
Class ofof
Notes that may reasonably be characterized as equity in in the Issuer for United States federal income income taxtax
purposes with the information necessary for such U.S. U.S. Holder to make the QEF
make the QEF election. Nonetheless,
election. Nonetheless,
available.
there can be no assurance that such information will always be available. .

Issuer may be treated as holding securities issued by non-U.S. corporations that are
The Issuer
characterized as equity in United States federal income tax purposes, such as
more PFICs for United
in one or more as
CDO Securities. In
COO In that event,
event, U.S. Holders of the Income Notes would an interest
holding an
would be treated as holding interest
inthese indirectly-owned PFICs. Because the U.S. Holder
in and not the Issuer -- would be required to
Holder -- and to
make any QEF election with with respect any such indirectly-owned PFIC, and because PFIC information

126

Goldman Sachs
Confidential Treatment Requested by Goldman GS MBS-E-021825496
MBS-E-021825496
Footnote Exhibits - Page 5586

statementsnecessary
statements necessaryfor foranyanysuch electionmay
suchelection maynot notbebemade availablebybythe
madeavailable PFIC,there
thePFIC, therecan canbebeno no
assurance that a U.S. Holder would be able to
assurance that a U.S. Holder would be able to make
make aa QEF
QEF election
election with
with respect
respect toto any
any particular
particular
indirectly-heldPFIC.
indirectly-held PFIC. IfIfthe theU.S. Holderofofany
U.S.Holder IncomeNotes
anyIncome Noteshas hasnot notmademadeaaQEF electionwith
QEFelection respectto
withrespect to
ananindirectly-owned
indirectly-ownedPFIC, PFIC,the theU.S. Holderwould
U.S.Holder wouldbebesubject subject to the consequences described abovewith
to the consequences described above with
respecttotothe theexcess
excessdistributions
distributionsofofsuch suchPFIC (includinggain
PFIC(including indirectlyrealized
gainindirectly realizedwith respecttotosuch
withrespect such
respect respect to the sale by the U.S. Holder ofofits
PFIC
PFIC on
on the
the sale
sale of
of the
the Issuer's
Issuer's interest
interest in
inthe
the PFIC
PFIC and
and with
with respect to the sale by the U.S. Holder its
IncomeNotes).
Income Notes). Alternatively,
Altematively,ififthe theU.S. Holderhas
U.S. Holder ~asmade madeaaQEF electionwith
QEFelection respecttotothe
withrespect theindirectly-
indirectly-
ownedPFIC,
owned PFIC,the U.S. Holder
the U.S. Holderwouldwouldbe requiredtotoinclude
be required includeininincomeincome its shareofofthe
itsshare the indirectly-owned
indirectly-owned
PFIC'sordinary
PFIC's ordinaryearnings
eamingsand andnetnetcapital
capitalgain.
gain.

U.S.tax
U.S. taxlaw
lawalsoalsocontains provisionsrelating
special provisions
containsspecial relatingtotoCFCs.CFCs. A Aforeign corporationisisaaCFC
foreign corporation CFCifif
directly or indirectly, more than 50% of the voting power or
"U.S. Shareholders" in the aggregate own,
"U.S. Shareholders" in the aggregate own, directly or indirectly, more than 50% of the voting power or
value of
value of the the stock
stock of
of such
such corporation.
corporation. For
For this
this purpose,
purpose, aa United
United States
States person
person that
that owns,
owns, directly
directly oror
indirectly, ten
indirectly, ten percent
percent or or more
more of of the voting stock
the voting stock ofofaa CFC CFC is considered aa "U.S.
is considered Shareholder" with
"U.S. Shareholder" with
respect to
respect tothethe CFC.
CFC. IfIfany anyU.S.U.S. Holder
Holderof Income Notes
of Income Noteswere properlyviewed
wereproperly viewedas as aa U.S. Shareholder of
U.S. Shareholder of
the Issuer
the Issuer under
under the
the CFC
CFC rules,
rules, the
the U.S.
U.S. Holder
Holder would
would be
be subject
subject each
each year
year to
to U.S.
U.S. income
income tax
tax (at
(at
ordinary income
ordinary income rates)rates) on on its
its pro
pro rata share of
rata share income of
the income
of the the Issuer
ofthe (assuming that
Issuer (assuming that the Issuer is
the Issuer is
properly classified
classified as as aaCFC CFC forforthe
theyear
year and thatthe
and that the U.S. Holder holds
U.S. Holder holdsits IncomeNotes
its Income Notes as of the end
as of the end of of
properly
.the
the year),
year), regardless
regardless of of the
the amount
amount of distributions received
cash distributions
of cash received by by the Holderwith
U.S. Holder
the U.S. respect to
with respect to itsits
Income Notes during the year. Earnings
Earnings subject
subject to
to tax
tax to
to a
a U.S.
U.S. Holder
Holder under
under the
the CFC
CFC rules
rules would
would
Income Notes during the year.
generally not not be be taxed
taxed againagain when
when distributed
distributed to the U.S.
to the Holder. In
U.S. Holder. addition, ififthe
In addition, Issuer is
the Issuer is a CFC and
a CFC and a a
generally all or a portion of the income that otherwise
U.S. Holder is a U.S. Shareholder with respect
U.S. Holder is a U.S. Shareholder with respect toto the
the Issuer,
Issuer, all or a portion of the income that othelWise .
would be characterized as
as capital
capital gain
gain upon
upon aa sale
sale of
of U.S.
U.S. Holder's
Holder's Income
Income Notes
Notes may
may be
be classified
classified as
as
would be characterized
ordinary income.
ordinary income.

Prospective investors
Prospective investors shouldshould be aware that
be aware that in computing the Issuer's
in computing earnings for
Issuer'S earnings purposes of
for purposes of the
the
CFC rules, losses on
CFC rules, losses on dispositions dispositions of
of securities
securities in
in bearer
bearer form
form may
may not be
be allowed, while in
in computing
computing the
the
Issuer's ordinary
Issuer's ordinary earnings
earnings and and net capital gains for purposes of the PFIC PFIC rules, losses on
rules, losses dispositions of
on dispositions of
securities in bearer form
securities in bearer form may not be may not be allowed and any gain
gain on such securities may
may be
be ordinary
ordinary rather than
rather than
capital. Further, prospective investors should
should be aware that in
be aware event that any of
in the event Notes is not
of the Notes not fully
fully
capital. Further, prospective investors income for United States
paid upon maturity, the Issuer may recognize cancellation of indebtedness income for United States
paid upon maturity, the Issuer may recognize
federal income
federal income tax purposes, without any corresponding offsetting loss
tax purposes, loss (due(due to to tax character differences
tax character differences
or othelWise). In such a case, U.S. Holders of the Income
Income Notes (and U.S.
U.S. Holders
Holders of
of any Class of
any Class Notes
of Notes
or otherwise). In such a case, U.S. Holders income as a
treated as equity for
treated as equity for United United States
States federal
federal income tax purposes) may also
also have
have phantom
phantom income as a
result Issuer (pursuant to the and CFC rules discussed above), as to
result of
of such
such recognition
recognition by by the
the Issuer the' QEF rules discussed above), as to
which
which an
an offsetting
offsetting loss loss may may notnot be
be available to to the U.S. Holders.
the U.S.
Tax
Tax Treatment
Treatment of
of Non-U.S.
Non-U.S. Holders
Holders
A
A Non-U.S.
Non-U.S. Holder
Holder of of Notes
Notes or Income Notes
or Income Notes that has no
that has connection with
no connection the United
with the States
United States
generally should not be subject to United States
States withholding
withholding tax
tax on
on payments
payments in
in respect
respect of
of the
the Notes
Notes or
or
generally should not be subject to United gains
Income
Income Notes,
Notes, andand also
also should
should notnot bebe subject
subject to United States
to United income tax
federal income
States federal tax on any
on any gains
recognized disposition ofof the Notes or
the Notes Notes, provided
Income Notes,
or Income that
provided that
recognized ininconnection
connection with
with thethe sale
sale oror other
other disposition
identity of the beneficial owner of
the Non U.S. Holder
the Non U.S. Holder makes makes certain
certain tax
tax representations
representations regarding
regarding the
the identity of the beneficial owner of
the respect to any gain
to any in connection with the
recognized in connection with the sale or other
gain recognized sale or other
the Notes
Notes or
or Income
Income Notes
Notes (and,
(and, with
with respect
present
not present
disposition
disposition of
of the
the Notes
Notes or or Income
Income Notes
Notes by non resident
by aanon alien individual,
resident alien individual isisnot
such individual
individual,such
in the United States
States for
for 183
183 days
days or
or more
more in
in the
the taxable
taxable year
year of
of the
the sale
sale or
or other
other disposition
disposition and
and certain
certain
in the United
. other conditions are met).
other conditions are met).
Information
Information Reporting
Reporting Requirements
Requirements
Information
Information reporting
reporting toto the
the IRS may be
IRS may be required with respect
required with payments on
respect toto payments Notes oror
the Notes
on the
Income proceedsfrom thesale
fromthe Notesand
theNotes
saleofofthe Income Notes to Holders
andIncome Notes to Holders other other
IncomeNotes
Notesandandwith
with respect
respecttotoproceeds
than corporations and certain other exempt recipients.. A "backup"
than corporations and certain other exempt recipients.. A "backup" withholding
withholding tax
tax may
may also
also apply
apply toto
those payments if a Holder
those payments if a Holder fails fails to
to provide
provide certain
certain identifying
identifying information
information (such
(such as
as the
the Holder's
Holder's taxpayer
taxpayer
identification
identification number
number oror anan attestation
attestation toto the status ofofthe
the status as aaNon-U.S.
Holder as
the Holder Backup
Holder). Backup
Non-U.S. Holder).

127
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GS
Footnote Exhibits - Page 5587

withholding isisnot
withholding additionaltax
anadditional
notan taxand maybe
andmay refunded(or
berefunded creditedagainst
(orcredited theHolder's
againstthe United States
Holder'sUnited States
federal income tax liability, if any) provided that
federal income tax liability, if any) provided thatcertain
certain required
required information
informationis
isfurnished
fumished to
tothe inaa
IRS in
the IRS
timely manner.
timely manner.
Prospective investors
Prospective investors should consult with
should consult with their own tax
their own advisors regarding
tax advisors whether they
regarding whether they are are
required
required to to file
file anan IRS
IRS Form
Form 8886
8886 inin respect
respect of
of this
this transaction
transaction (relating
(relating toto certain
certain "reportable
"reportable
transactions'l Thus,
transactions"). Thus, for example, ififaa U.S.
forexample, Holderwere
U.S. Holder sellits
weretoto sell Notes or
its Notes IncomeNotes
orIncome loss, ititis
Notes atat aa loss, is
possible that this loss
possible that this loss could could constitute
constitute aa reportable
reportable transaction
transaction and
and need
need to
to be
be reported
reported on
on Form
Form 8886
8886 AsAs
anotherexample,
another transaction may
example, aa transaction maybe reportableififititis
be reportable offered under
isoffered conditionsof
underconditions confidentiality. In
ofconfidentiality. Inthis
this
regard, each Holder and beneficial holder of a Note
regard, each Holder and beneficial holder of a Note and
and Income
Income Note
Note (and
(and each
each of
of their
their respective
respective
employees, representatives
employees, representatives or or other agents) is
other agents) advised that
hereby advised
is hereby that it is permitted
it is discloseto
permitted toto disclose any and
to any and
all persons,
all persons,without
without limitation
limitationof ofany kind, the
anykind, treatment and
tax treatment
thetax structure of
tax structure
and tax ofthe transactionsdescribed
the transactions described
herein (including
herein (including the ownership and
the ownership disposition of
and disposition Notes or
the Notes
of the or Income except where
Notes) except
Income Notes) where
confidentiality is
confidentiality is reasonably necessary to
reasonably necessary comply with
to comply securities laws
the securities
with the laws of applicable jurisdiction.
any applicable
of any jurisdiction.
Significant penalties
Significant penalties apply apply for failure to
for failure Form 8886
file Form
to file 8886 when required, and
when required, Holders are
U.S. Holders
and U.S. are therefore
therefore
urged
urged to
to consult
consult their
their own
own tax
tax advisors.
advisors.

U.S. Holders
U.S. Holders of of Income Notes and
Income Notes and ofof any Class of
any Class of Notes classified as
Notes classified equity for
as equity United States
for United States
federal income
federal income tax purposes may
tax purposes may be required to
be required Forms with
file Forms
to file with thethe IRS under the
IRS under applicable reporting
the applicable reporting
provisions of
provisions of the
the Code.
Code. For For example, such U.S.
example, such Holders may
U.S. Holders may be be required, under Sections
required, under 6038, 6038B
Sections 6038, 60388
and/or 6046
and/or 6046 of of the
the Code,
Code, to
to supply
supply the
the IRS
IRS with
with certain
certain information
information regarding
regarding the
the U.S.
U.S. Holder,
Holder, other
other U.S.
U.S.
. Holders
Holders and
and the Issuer ifif (i)
the Issuer such person
(i) such owns at
person owns at least 10% of
least 10% the total
of the total value or 10% of the total combined
or 10% of the total combined
voting power
voting power of of all classes of stock
all classes stock entitled to vote or (ii)
to vote the acquisition, when
(ii) the aggregated with
when aggregated with certain
certain
other acquisitions
other acquisitions that that may
may be treated as
be treated as related under applicable regulations, exceeds $100,000.
related under $100,000. Upon Upon
request, the
request, the Issuer
Issuer will provide U.S.
will provide Holders of Income
U.S. Holders Income Notes and of Class of
of. any Class that may
Notes that
of Notes may
reasonably
reasonably be
be recharacterized
recharacterized as equity for
for United
United States federal income
income tax
tax purposes
purposes with
with information
information
about the
about the Issuer
Issuer and and its shareholders that
its shareholders Issuer possesses and
that the Issuer and that may be neededneeded to complete any
to complete any
Form that is so required.
Form that is so required. In
In the event a U.S.
U.S. Holder
Holder fails to file a form when
when required
required to
to do
do so,
so, the
the U.S.
U.S.
Holder
Holder could
could be subject to substantial tax penalties.
be subject

Circular 230
Circular 230
Under 31
Under 31 C.F.R.
C.F.R. part
part 10,
10, the
the regulations governing practice
regulations goveming 230), the
(Circular 230),
practice before the IRS (Circular the
Issuer
Issuer and
and its
its tax
tax advisors are (or
advisors are that:
(or may be) required to inform prospective investors that:
i.i. Any
Any advice contained herein, including any opinions of
advice contained referred to
counsel referred
of counsel herein, isis
to herein,
not intended or written
not intended or written to be
be used, and
and cannot
cannot be
be used
used by
by any
any taxpayer,
taxpayer, for the
for the
purpose
purpose of
of avoiding
avoiding penalties
penalties that may be
be imposed on the
the taxpayer
taxpayer,

ii.ii. Any
Any such
such advice promotion or
the promotion
support the
advice isiswritten to support marketing of
or marketing Securities
the Securities
of the
and the transactions described
and the transactions described herein
herein (or
(or in
in such
such opinion
opinion or
or other
other advice);
advice); and
and

iii.
iii. Each taxpayer
Each seek advice
should seek
taxpayer should based on
advice based the taxpayer's
on the circumstances
particular circumstances
taxpayer's particular
an independent
from an
from advisor.
tax advisor.
independent tax
Cayman
Cayman Islands Tax Considerations
Islands Tax Considerations
The
The following discussion of
following discussion Cayman Islands
certain Cayman
of certain income tax
Islands income consequences of
tax consequences investment inin
an investment
of an
the Notes isisbased
the Notes based on on the advice of
the advice Maples and
of Maples Calder as
and Calder Cayman Islands
as toto Cayman law. The
Islands law. discussion isisaa
The discussion
general
general summary
summary of of present
present law, which isissubject
law, which prospective and
subject toto prospective retroactive change.
and retroactive that
assumes that
change. ItItassumes
the Issuer
the Issuer will
will conduct
conduct its
its affairs
affairs in
in accordance
accordance with
with assumptions
assumptions made
made by,
by, and
and representations
representations made
made to,
to,
counsel. ItItisisnot
counsel. not intended
intended as tax advice,
as tax does not
advice, does consider any
not consider investor's particular
any investor's circumstances, and
particular circumstances, and
does
does not
notconsider
considertax taxconsequences
consequences other otherthan those arising
thanthose under Cayman
arisingunder law.
Islands law.
Cayman Islands

128
128

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Requested by
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Footnote Exhibits - Page 5588

Underexisting
Under existingCayman Islandslaws:
CaymanIslands laws:

(i)(i) payments andinterest


principaland
paymentsofofprincipal respectofofthe
interestininrespect Noteswill
theNotes notbe
willnot taxationin
subjecttototaxation
besubject in
the Cayman Islands and no withholding
the Cayman Islands and no withholding will
willbe
berequired
required on
on such
such payments
payments totoany
any Holder
Holder of
of aa Noteand
Note and
gainsderived
gains derivedfrom fromthethesale Noteswill
sale ofofNotes notbe
willnot subjecttoto Cayman
besubject Islands income
Cayman Islands corporationtax.
incomeororcorporation tax.
The Cayman Islands currently have no income, corporation
The Cayman Islands currently have no income, corporation or
or capital
capital gains
gains tax
tax and
and no estate duty,
no estate duty,
inheritancetax
inheritance taxororgift
gifttax;
tax;and
and

(iij
(ii) the Holder
the Holderofofany Note(or
any Note the legal
(orthe representativeofofsuch
personalrepresentative
legal personal such Holder) whose Note
Holder)whose Note
is brought into the Cayman Islands may in certain circumstances be
is brought into the Cayman Islands may in certain circumstances be liable
liable to
to pay
pay stamp
stamp duty
duty imposed
imposed
underthe
under the laws
laws ofofthe
the Cayman Islandsin
Cayman Islands respectof
inrespect Note. In
such Note.
ofsuch addition,an
Inaddition, aninstrument transferringtitle
instrumenttransferring title
totoaaNote,
Note,ififbought
boughtororexecuted
executedin inthe
theCayman Islands,would
CaymanIslands, besubject
would be Cayman Islands
subjecttotoCayman stampduty.
Islandsstamp duty..

The Issuer
The Issuer has been incorporated
has been under the
incorporated under laws of
the laws the Cayman
of the as an
Islands as
Cayman Islands an exempted
exempted
and, as such, has applied for and
and obtained
obtained an
an undertaking
undertaking from
from the
the Governor
Governor In
In Cabinet ofof the
company
company and, as such, has applied for Cabinet .the
Cayman Islands
Cayman in the
Islands in following form:
the following form:

THE TAX
THE CONCESSIONS LAW
TAXCONCESSIONS LAW
(1999 REVISION)
(1999 REVISION)
UNDERTAKING AS
UNDERTAKING TAX CONCESSIONS
TO TAX
AS TO CONCESSIONS

In accordance
In accordance with Section 6 of
with Section the Tax
of the Concessions Law
Tax Concessions (1999 Revision)
Law (1999 Governor in
the Governor
Revision) the in
Cabinet undertakes with Timberwolf
Cabinet undertakes with Timberwolf 1,
I, Ltd. (the
(the "Company"):
"Company''):

(a)
(a) that no
that no law
law which
which is
is hereafter enacted in
hereafter enacted the Islands imposing any
in the any tax to be
tax to levied on
be levied on
profits,
profits, income,
income, gains
gains or
or appreciations
appreciations shall
shall apply to the
the Company
Company or
or its operations;
operations; and
and

(b)
(b) in addition,
in addition, that
that no
no tax to be levied on profits, income, gains or
tax to or appreciations which is
or which
appreciations or is
in the nature of estate
in the nature of estate duty
duty or
or inheritance tax shall be payable
payable

(i)
(i) on or
on or in
in respect
respect ofof the shares, debentures or other obligations of
the shares, of the Company;
Company;
or
or
(ii)
(ii) by way of the withholding in
by way in whole or inin part of any
part of payment as
relevant payment
any relevant defined
as defined
in
in Section
Section 6(3)
6(3) of the Tax Concessions Law (1999 Revision).
the Tax
These
These concessions
concessions shall be for aa period
shall be of the
twenty years from the date of
period of twenty undertaking.
the undertaking.
CONSIDERATIONS
ERISA CONSIDERATIONS
ERISA

The
The United
United States
States Employee
Employee Retirement Security Act
Income Security
Retirement Income 1974, as
Act of 1974, ("ERISA'I,
amended ("ERISAj,
as amended
imposes certain requirements on
imposes certain requirements on "employee "employee benefit
benefit plans" (as
(as defined
defined in
in Section 3(3)
3(3) of
of ERISA)
ERISA) subject
subject
to
to Title
Title II of
of ERISA,
ERISA, including
including entities such as
entities such investment funds
collective investment
as collective funds and separate accounts
and separate whose
accounts whose
underlying assets include the assets of such
underlying assets include the assets of such plans
plans (collectively,
(collectively, "ERISA
"ERISA Plans',
Plans'1. and
and on
on those
those persons
persons
who
who areare fiduciaries
fiduciaries with
with respect
respect to to ERISA Investments by
Plans. Investments
ERISA Plans. by ERISA Plans are
ERISA Plans subject to
are subject ERISA's.
to ERISA's
general
general fiduciary
fiduciary requirements,
requirements, including
including the requirement of
the requirement prudence and
investment prudence
ofinvestment diversification and
and diversification and
the requirement that an ERISA
the requirement that an ERISA Plan's Plan's investments
investments be
be made
made in
in accordance
accordance with
with the
the documents
documents governing
governing
such
such ERISA
ERISA Plan.
Plan. The prudence of
The prudence investment must
particular investment
of aa particular must be determined by
be determined responsible
the responsible
by the
fiduciary of an ERISA Plan by taking into account
fiduciary of an ERISA Plan by taking into account the
the ERISA
ERISA Plan's
Plan's particular
particular circumstances
circumstances and
and all the
allofofthe
facts and circumstances
facts and circumstances of
of the
the investment
investment including,
including, but
but not
not limited
limited to,
to, the
the matters
matters discussed
discussed above
above
under
under"Risk
"Risk Factors"
Factors" and
andthe
thefact that ininthe
factthat there may
future·there
thefuture may be beno market ininwhi~h
nomarket fiduciarywill
such fiduciary
which such be
will be
able to sell or otherwise dispose of the
able to sell or otherwise dispose of the Securities.
Securities.

Section
Section 406
406 ofofERISA
ERISA and
and Section 4975 ofofthe
Section 4975 Code prohibit
the Code certain transactions
prohibit certain the
involvingthe
transactions involving
assets of an ERISA
assets of an ERISA Plan
Plan (as
(aswell
well as
as those
those plans
plans that
that are
are not
not subject
subject to
to ERISA
ERISA but
but which
which are
are subject
subject to
to
Section
Section4975
4975 ofofthe
theCode,
Code, such
such as asindividual
individualretirement accounts(together
retirement accounts with ERISA
(togetherwith Plans, "Plans")
ERISA Plans, "Plans',})
and
and certain
certain persons
persons(referred interest" under
"parties inininterest"
(referred toto asas"parties "disqualified persons"
ERISA oror"disqualified
under ERISA the
under the
persons"under

129
129

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GSMBS-E-021825499
GS
Footnote Exhibits - Page 5589

Code "Parties in
(collectively, "Parties
Code (collectively, Interest"» having
in Interest")) relationships to
certain relationships
having certain to such unless aa statutory,
Plans, unless
such Plans, statutory,
regulatory or
regulatory exemptionis
administrativeexemption
oradministrative applicableto
isapplicable tothe transaction. A
thetransaction. Party in
A Party Interestwho
inInterest engagesin
whoengages in
aa non-exempt transaction may
prohibited transaction
non-exempt prohibited may be subject to
be subject excise taxes
to excise and other
taxes and and liabilities
penalties and
other penalties liabilities
ERISAand
underERISA
under and Section 4975 of
Section4975 the Code.
ofthe Code.

The United States


The United Department of
States Department of Labor ("DOL") has
Labor ("DOL") regulation, 29
promulgated aa regulation,
has promulgated C.F.R. Section
29 C.F.R. Section
2510.3-101, describing
2510.3-101, describing what
what constitutes
constitutes the
the assets
assets of
of aa Plan
Plan ("Plan
C'Plan Assets')
Assets'') with
with respect
respect the Plan's
toto the Plan's
investment in
investment in anan entity purposes of
for purposes
entity for applying ERISA
of applying ERISA and 4975 of
Section 4975
and Section ofthe Code. Section
the Code. 3(42) of
Section 3(42) of
ERISA also
ERISA describes what
also describes constitutes Plan
what constitutes Plan Assets. 3(42) of
Section 3(42)
Assets. Section ERISA and
of ERISA and 29 C.F.R. Section
29 C.F.R. Section
2510.3-101 are
2510.3-101 collectively the
are collectively the "Plan Regulation." Under
Asset Regulation."
"Plan Asset Under the Plan Asset
the Plan Regulation, ifif a
Asset Regulation, a Plan
Plan
invests in
invests an "equity
in an interest" of
"equity interest" an entity
ofan that is
entity that is neither "publicly offered
neither aa "publicly security" nor
offered security" security issued
nor aa security issued
by an investment
by an company registered
investment company under the
registered under Company Act,
Investment Company
the Investment Act, the Plan's assets
the Plan's include both
assets include both
the equity
the and an
interest and
equity interest an undivided interest in
undivided interest each of
in each the entity's
of the underlying assets,
entity's underlying unless itit is
assets, unless is
established that
established entity is
the entity
that the is an company" or
"operating company"
an "operating that equity
or that participation in
equity participation entity by
the entity
in the by Benefit
Benefit
Plan Investors is not
Plan Investors "significant." Section
not "significant." 3(42) of
Section 3(42) modified 29
ERISA modified
of ERISA 29 C.F.R. 2510.3-101 to
Section 2510.3-101
C.F.R. Section to
plans not
exclude plans
exclude subject to
not subject Title I of
to Title ERISA or
of ERISA 4975 of
Section 4975
or Section the Code
of the the Benefit
from the
Code from Plan Investor
Benefit Plan Investor
definition.
definition.

transactions may
Prohibited transactions
Prohibited may arise 406 of
Section 406
under Section
arise under ERISA or
of ERISA 4975 of
Section 4975
or Section of the Code if
the Code if
Securities are are acquired Plan Assets
with Plan
acquired· with with respect to
Assets with to which the Purchaser, the
Initial Purchaser,
the Issuer, the Initial the
Collateral Manager or
Collateral Manager exemptions from
Certain exemptions
or any of their respective affiliates, is a Party in Interest. Certain from the
the
prohibited transaction provisions of Section
prohibited transaction provisions of Section 406 of ERISA
ERISA and
and Section
Section 4975
4975 of
of the
the Code
Code may be
may be
.applicable, however, including
applicable, however, including a a statutory
statutory exemption
exemption under
under Section
Section 408(b)(17)
408(b)(17) of ERISA
ERISA for
for transactions
transactions
invoMng "adequate
involving persons who are
consideration" with persons
"adequate consideration" are Parties in reason of
in Interest solely by reason their (or
of their (or
their affiliate's) status as a
their affiliate's) status as a service provider to
to the
the Plan involved and none of whom
whom is
is a
a fiduciary
fiduciary with
with
respect to the Plan Assets involved (or an affiliate of such aa fiduciary). In
respect In addition, an an administrative
administrative
exemption may be available depending in
exemption on the type of Plan fiduciary making the
in part on decision to
the decision to acquire
acquire
a Security and
a Security and the circumstances under
under which such decision is
is made. Included among
among these
these exemptions
exemptions
Transaction Class Exemption ("PTCE") 96-23, regarding
are: DOL Prohibited Transaction
are: transactions effected
regarding transactions effected by by
"in-house asset managers";
certain "in-house PTCE 95-60, regarding investments by
managers"; PTCE by insurance company general
insurance company general
accounts; PTCE 91-38, regarding
accounts; PTCE investment funds; PTCE
regarding investments by bank collective investment PTCE 90-1,90-1, regarding
regarding.
investments
investments by insurance company pooled separate accounts; and PTCE
PTCE 84-14, regarding
regarding transactions
transactions
effected by managers." There can be no
independent "qualified professional asset managers."
by independent assurance that
no assurance that any
any
class or other exemption will be available with respect to any particular transaction involving the
transaction involving the
available, the exemption would cover all
Securities, or that, ifif available;
Securities, all possible transactions.
prohibited transactions.
possible prohibited
Governmental plans and certain church and other plans,plans, while not necessarily subject
not necessarily the
to the
subject to
provisions of ERISA or
responsibility proviSions
fiduciary responsibility of Section
provisions of
or the provisions 4975 of
Section 4975 of the may
Code, may
the Code,
laws that
federal laws
nevertheless be subject to state or other federal are substantially
that are to the
similar to
substantially similar foregoing
the foregoing
of ERISA
provisions of
provisions plans should
Fiduciaries of any such plans
ERISA and the Code. Fiduciaries with their
consult with
should consult before
counsel before
their counsel
purchasing
purchasing any Securities.
Securities.

Any insurance company


Any proposing to
company proposing of its
assets of
to invest assets general account
its general in the
account in should
Securities should
the Securities
consider the extent
consider investment would be
which such investment
extent to which subject to
be subject to the requirements of
the requirements ERISA in
of ERISA of
light of
in light
the U.S.
the Supreme Court's decision
U.S. Supreme Hancock Mutual Life
John Hancock
in John
decision in Life Insurance Co. v.v. Harris
Insurance Co. and
Trust and
Harris Trust
Savings Bank,
Savings 510 U.S. 86 (1993),
Bank, 510 enactment of
and the enactment
(1993), and of Section 401(c) of
Section 401(c) of ERISA.
ERISA. In Inparticular, such an
particular, such an
insurance company
insurance should consider
company should retroactive and
the retroactive
consider the exemptive relief
and prospective exemptive granted by
relief granted DOL
the DOL
by the
for transactions
for involving insurance
transactions involving general accounts ininPTCE
company general
insurance company and the
95-60 and
PTCE 95-60 issued
regulations issued
the regulations
by the
by DOL, 29
the DOL, Section 2550.401c-1
C.F.R. Section
29 C.F.R. (January 5,5,2000).
2550.401c-1 (January Certain additional
2000). Certain regarding
information regarding
additional information
general accounts isisset
general accounts below.
forth below.
set forth
Any Plan
Any fiduciary or
Plan fiduciary other person
or other proposes toto use
who proposes
person who use Plan Assets to
Plan Assets to purchase
purchase any Securities
any Securities
should
should consult
consult with
with its
its counsel
counsel regarding
regarding the
the applicability
applicability of
of the
the fiduciary
fiduciary responsibility
responsibility and
and prohibited
prohibited
provisions ofof ERISA
transaction provisions
transaction and Section
ERISA and 4975 of
Section 4975 the Code
of the such an
Code toto such investment, and
an investment, to confirm
and to that
confirm that
such investment will not constitute or
such investment will not constitute or result
result in
in aa non-exempt
non-exempt prohibited
prohibited transaction
transaCtion or
or any
any other
other violation
violation
ofan
of requirement of
applicable requirement
an applicable ERISA.
of ERISA.

130
130

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Confidential by Goldman
Requested by
Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825500
GS MBS-E-021825500
Footnote Exhibits - Page 5590

Thesale
The saleofofany
anySecurity Plan,orortotoaaperson
SecuritytotoaaPlan, usingPlan
personusing Assetstotoeffect
PlanAssets purchaseofofany
itspurchase
effectits any
Security,
Security, is
is in
in no
no respeCt
respect a a representation
representation by
by the
the Issuers,
Issuers, the
theInitial
InitialPurchaser
Purchaser or
or the
theCollateral
CollateralManager
Manager
thatsuch
that suchan investment meets
an investment all relevant
meets all legal requirements
relevant legal with respect
requirements with investments by
respecttoto investments by Plans
Plans
generally or any particular Plan, or that
generally or any particular Plan, or that such such an
an investment
investment is
is appropriate
appropriate for
for Plans
Plans generally
generally or
or any
any
particularPlan.
particular Plan.

ClassSSNotes,
Class Notes,Class
ClassAA Notes, Notesand
ClassBBNotes
Notes,Class ClassC
andClass CNotes
Notes .

For purposes ofofthe


For purposes thePlan
Plan Asset Regulation, an
Asset Regulation, equity interest
an equity includes any
interestincludes interest in
any interest in anan entity
entity
other than
than an
an instrument
instrument that
that is
is treated
treated as
as indebtedness
indebtedness under
under applicable
applicable local
local law
law and
and which
which has
has no
no
other under
substantial equity features. Because the Notes
substantial equity features. Because th~ Notes (a)
(a) are
are expected
expected to
to bebe treated
treated as
as indebtedness
indebtedness under
local law
local law and
and for for federal
federal tax purposes (see
tax purposes "IncomeTax
(see "Income Considerations" herein),
Tax Considerations" herein), and and (b) should not
(b) should not be
be
deemedto
deemed to have
haveany "substantial equity
any"substantial purchases of
features," purchases
equityfeatures," the Notes with Plan Assets should not be
ofthe Notes with Plan Assets should not be
treated as
treated as equity investments and,
equity investments and, therefore, the Collateral
therefore, the should not
Assets should
Collateral Assets not be deemed to
be deemed to bebe Plan
Plan
Assets of
of the
the investing
investing Plans.
Plans. Those
Those conclusions
conclusions are
are based,
based, in
in part,
part, upon
upon the
the traditional
traditional debt
debt features
features of
of
Assets
the Notes, including the reasonable expectation of purchasers of
the Notes, including the reasonable expectation of purchasers of the
the Notes
Notes that
that the
the Notes
Notes will
will be
be repaid
repaid
when due,
when due, as as well
well asas the absence of
the absence conversion rights,
of conversion warrants and
rights, warrants and otherother typical equity features.
typical equity features.
However, ifif the
However, the Notes
Notes werewere nevertheless treated as
nevertheless treated interests for purposes of the Plan
equity interests
as equity for purposes of the Plan Asset
Asset
Regulation and
Regulation and ififthe
the assets
assets of ofthe
the Issuer deemed to
were deemed
Issuer were constitute Plan
to constitute Assets of
Plan Assets investing Plan,
an investing
of an Plan, (i)
(Q
transactions
transactions involving
involving the.
the assets
assets of
of the
the Issuer
Issuer could
could be
be subject
subject to
to the
the fiduciary
fiduciary responsibility
responsibility and
and
prohibited transaction
transaction provisions
provisions of ERISA and
of ERISA and Section 4975 of
Section 4975 Code, (ii)
the Code,
of the (ii) the assets of
the assets the Issuer
of the Issuer
prohibited and (iii) the fiduciary causing the Plan
could be subject
could be subject to to ERISA's
ERISA's reporting and disclosure
disclosure requirements,
requirements, and (iii) the fiduciary causing the Plan
to make
to make an an investment
investment in in the could be
Notes could
the Notes deemed to have
be deemed have delegated its responsibility to manage Plan
delegated its responsibility to manage Plan
Assets.
Assets.
By its
By its purchase
purchase of any Class
of any S Note, Class
Class S Note or
Note, Class B Note
A Note,
Class A Class C
or Class C Note, the purchaser
Note, the purchaser .
thereof will be deemed
thereof will be deemed to
to have represented
represented and
and warranted
warranted either
either that
that (i)
(i) it
it is
is not
not and
and will
will not
not be
be Plan or
aa Plan or
an entity
an whose underlying
entity whose underlying assets
assets include Plan Assets by reason of any Plan's investment
include Plan investment in the entity; or
entity; or
(ii) its
(ii) its purchase
purchase andand holding
holding of a Class
of a Class S A Note, Class B
Note, Class A
S Note, B Note or Class C C Note are eligible
Note are eligible
for the
for the exemptive
exemptive relief available under
relief available ERISA or
408(b)(17) of ERISA
under any of Section 408(b)(17) or PTCE 90-1, 91-38,
84-14, 90-1,
PTCE 84-14, 91-38,
95-60, 96-23 or a similar exemption.
95-60, 96-23 or a similar exemption.

Class 0 Notes
Class D Notes and
and Income Notes
Income Notes
Equity Benefit Plan Investors
by Benefit Investors is is '.'significanf'
''significant" under under the the Plan Asset
Plan Asset
Equity participation
participation in in an
an entity
entity by
by
Regulation (see
Regulation (see above) above) if
if 25%
25% or
or more
more of
of the
the value
value of
of any
any class
class of equity
equity interest
interest in
in the
the entity
entity is
is held
held by·
by Benefit Plan Investors is "significant," the
Benefit Plan Investors. If equity participation in
Benefit Plan Investors. If equity participation in the Issuer by Benefit Plan Investors is "significant," the
assets of
the assets of
assets of
assets of the
the Issuer
Issuer could
could be deemed to
be deemed to bebe Plan Assets of Plans
Plan Assets investing in
Plans investing inthe equity. IfIfthe
the equity.
the
the Issuer
Issuer were were deemed
deemed to to constitute
constitute Plan Plan Assets Assets of investing Plan,
an investing
of an Plan, (i) involving
transactions involving the
(i) transactions the
assets subject to
be subject responsibility and
fiduciary responsibility
the fiduciary
to the prohibited transaction
and prohibited provisions of
transaction provisions of
assets of ofthe
the Issuer
Issuer could
could be
ERISA
ERISA and and Section
Section 4975
4975 of
of the
the Code,
Code, (ii)
(iQ the
the assets
assets of
of the
the Issuer
Issuer could
could be
be subject
subject to
to ERISA's
ERISA's reporting
reporting
and and (iii) fiduciary causing
the fiduciary
(iii) the causing the Plan to
the Plan make an
to make an equity investment ininthe
equity investment the
and disclosure
disclosure reqUirements,
requirements, and
term "Benefit
Issuer could be
Issuer could be deemed deemed to
to have
have delegated
delegated its
its responsibility
responsibility to
to manage
manage Plan
Plan Assets.
Assets. The
The term "Benefit
Plan
Plan Investor"
Investor" includes
includes (i)(i)an an employee
employee benefit benefit plan plan (as Section 3(3)
defined ininSection
(as defined 3(3) of ERISA) that
of ERISA) subject
that isissubject
to the provisions of Title I of ERISA, (ii) a plan
to the provisions otTitle I of ERISA,(ii) a plan described
described in
in and
and subject
subject to
to Section
Section 4975(e)(1)
4975(e)(1) of
of the
the Code
Code
and (iii) any entity whose underlying
underlying assets
assets include
include Plan
Plan Assets
Assets by
by reason
reason of
of any
any such
such plan's
plan's investment
investment
and (iii) any entity whose percentage ofofits its
ininthe
the entity.
entity. An An entity described inin(iiQ
entity described abovewill
(iii) above will be identify the
asked (i)(i)toto identify
be asked maximum percentage
the maximum
assets that may be or become Plan
assets that may be or become Plan Assets
Assets and
and (ii)
(ii) without
without limiting
limiting the
the remedies
remedies that
that may
may be
be available,
available, in
in
the event the
the maximum
maximum percentage
percentage is
is thereafter
thereafter exceeded,
exceeded, to
to agree
agree to
to notify
notify the
the Issuer,
Issuer, and
and dispose
dispose of
of
the event For
Income Notes as instructed by the Issuer, before
Income Notes as instructed by the Issuer, before the
the specified
specified maximum
maximum percentage
percentage isis exceeded.
exceeded. For
purposes ofof making
purposes making the the 25%25% determination,
determination, the value ofof any
the value interests ininthe
equity interests
any equity Issuer held
the Issuer held byby aa
person (other than aa Benefit
Benefit Plan
Plan Investor)
Investor) who
who has
has discretionary
discretionary authority
authority or
or control
control with
with respect totothe
respect the
person (other than
. asse~s
assets of the Issuer, any person who provides
of the Issuer, any person who provides investment
investment advice
advice for
for aa fee
fee (direct
(direct or
or indirect)
indirect) with
with respect
respect
toto such assets, oror any
such assets, any affiliate such aaperson
affiliate ofof such person (any (any ofofthe foregoing, aa"Controlling
the foregoing, Persoin"), are
"Controlling Person"), are
disregarded.
disregarded. Under Underthe PlanAsset
the Plan Asset Regulation,
Regulation, an "affiliate"ofofaaperson
an"affiliate" includesany
person includes directlyoror
person,directly
anyperson,

131
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Requested by
byGoldman
Goldman Sachs
Sachs MBS-E-021825501
GS MBS-E-021825501
GS
Footnote Exhibits - Page 5591

indirectly one or
through one
indirectlythrough ormore intennediaries, controlling,
more intermediaries, controlled by
controlling, controlled orunder
by or common control
undercommon with the
controlwith the
and "control"
person, and
person, with respect
"control" with to aa person,
respect to other than
person, other an individual,
than an means the
individual, means powerto
the power exercise aa
to exercise
controllinginfluence
controlling managementor
the management
over the
influence over policies of
or policies such person.
ofsuch person.

Income Notes
The Income
The Notes are indebtedness under
notindebtedness
are not underapplicable law and
local law
applicable local and will be equity
will be interests for
equity interests for
purposes of
purposes applying ERISA
of applying ERISA and Section 4975
and Section 4975 of ofthe Class D
The Class
Code. The
the Code. Notes may
D Notes also be
may also treated as
be treated as
equity interests for
equity interests purposes of
for purposes applying ERISA
of applying ERISA and and Section 4975 of
Section 4975 the Code.
of the Accordingly, purchases
Code. Accordingly, purchases
transfers of
and transfers
and Income Notes
of Income will be
Notes will limited, so
be limited, that less
so that 25% of
than 25%
less than the value
ofthe value of each of
of each of the Class D
the Class D
Notes and Income Notes will be held
Notes and Income Notes will be held by
by Benefit
Benefit Plan
Plan Investors,
Investors, by
by requiring
requiring each
each purchaser
purchaser or
or transferee
transferee
Class D
of aa Class
of Note and
D Note and an Income Note
an Income Note to make certain
to make representations and
certain representations agree to
and agree additional transfer
to additional transfer
described under
restrictions described
restrictions "Notice to
under "Notice Investors." Benefit
to Investors." Investors and
Plan Investors
Benefit Plan and Controlling Persons will
Controlling Persons will not
not
be permitted
be pennitted to
to purchase
purchase Regulation
Regulation S
S Income
Income Notes
Notes or
or Regulation
Regulation S
S Class
Class D
D Notes.
Notes. No
No purchase
purchase of aa
of
Class D
Class Note or
D Note or an Income Note
an Income (other than
Note (other Regulation S
than a Regulation Income Note
S Income Note and and a Regulation S
a Regulation Class D
S Class D
Note) by, or proposed transfer to, a person
Note) by, or proposed transfer to, a person that
that has
has represented
represented that
that it
it is
is a Benefit
Benefit Plan
Plan Investor
Investor or
or aa
Person will be
Controlling Person
Controlling pennitted to
be permitted to the extent that
the extent purchase or
such purchase
that such or transfer result in
would result
transfer would in persons
persons'
that have
that represented that
have represented they are
that they are Benefit Plan Investors
Benefrt Plan owning 25%
Investors owning 25% or or moremore of any of
of any the outstanding
of the outstanding
Class D
Class Notes and Income
D Notes Income Notes immediately after
Notes immediately after such purchase or proposed
such purchase (determined in
transfer (determined
proposed transfer in
accordance with
accordance with the Plan Asset Regulation and
Asset Regulation and the Indenture and the
the Indenture the Fiscal Agreement), based'
Agency Agreement),
Fiscal Agency based'
upon the
upon representations made
the representations made by by investors. Initial Purchaser, the
the Initial
addition, the
investors. In addition, Collateral Manager
the Collateral Manager
Trustee agree
and the Trustee neither they nor any of their
agree that neither their respective affiliates will acquire acquire any Class D
any Class D Notes
Notes
or Income Notes unless such acquisition would
or Income not, as
would not, determined by
as determined result in
Trustee, result
by the Trustee, persons that
in persons that
have acquired Class D
have acquired Notes or
D' Notes Income Notes
or Income represented that
Notes and represented that they Benefit Plan
they are Benefit Plan Investors
Investors
owning 25%
owning 25% or outstanding Class D
more of the outstanding
or more Notes or Income Notes
D Notes immediately after
Notes immediately after such
such
acquisition by the Initial Purchaser, the Collateral
acquisition by the Initial Purchaser, the Collateral Manager
Manager or
or the Trustee. Class DD Notes
Notes or Income
or Income
Notes held as as principal by the Initial Purchaser, the Collateral Collateral Manager, the Trustee, any
the Trustee, any of of their
their
respective affiliates and persons
respective persons that have represented that they are Controlling Persons will
Controlling Persons will be
be
disregarded and will not be treated as outstanding outstanding for purposes of determining compliance with
determining compliance with thethe 25%
25%
limitation to the extent that such a Controlling Controlling Person is not a Benefit Benefrt Plan Investor.Investor. Any Benefit Plan
Any Benefit Plan
Investor that
Investor that acquires Class D
D Notes or Income
Income Notes (other than Regulation
Regulation S
S Income
Income Notes or
Notes or
Regulation S Class D D Notes) will be required to represent and agree that that the acquisition and holding of
and holding of
the Class D
the Class Notes or Income Notes (other than Regulation S
D Notes S Income
Income Notes Notes or Regulation S
or Regulation Class D
S Class D
Notes) do not and will not constitute a prohibited transaction under
Notes) under ERISA or Section 4975
or Section 4975 of the Code
of the Code
for which an exemption is
for is not available.

U.S. Supreme Court, in


The U.S.
The in John Hancock (noted above), held that those
held that to the
allocated to
funds allocated
those funds the
general account of an insurance company pursuant to aa contract employee benefit
contract with an employee which
plan which
benefit plan
vary with the investment experience of the insurance company are "plan
vary "plan assets." In In the preamble to
the preamble to
PTCE 95-60 (also noted above), the DOL noted that,
PTCE purposes of
that, for purposes calculating the
of calculating 25% threshold
the 25% under
threshold under
participation test of the Plan
significant participation
the significant
the Plan Asset Regulation, only only the proportion of
the proportion of an insurance
an insurance
company general account's equity investment in
company in the represents Plan
the entity that represents should be
Assets should
Plan Assets taken
be taken
account inin calculating
into account
into portion of the general account that isis aa Benefit
that portion
calculating that Benefit Plan Investor. Any
Plan Investor. Any
company using
insurance company
insurance using general assets to purchase Class
account assets
general account Class D Notes or
D Notes Income Notes
or Income than
(other than
Notes (other
Income Notes or Regulation SS Class DD Notes)
Regulation SS Income
Regulation asked (i)
be asked
will be
Notes) will to identify
(i) to maximum
the maximum
identify the
percentage of
percentage of the assets of the general
of the general account
account that
that may
may be
be or
or become
become Plan
Plan Assets,
Assets, (ii)
(ii) whether
whether is aa
itit is
"Controlling Person"
"Controlling (defined above),
Person" (defined (iii) without limiting the
and (iii)
above), and remedies that
the remedies may be
that may available, ininthe
be available, the
event that
event thereafter exceeded, to
the maximum percentage isisthereafter
that the agree to
to agree to notify
notify the Issuer, and
the Issuer, dispose of
and dispose of
Class D Notes or Income
Class D Notes or Income Notes
Notes as instructed
instructed by
by the
the Issuer,
Issuer, before
before the
the specified maximum
maximum percentage
percentage is
is
exceeded. Insurance
exceeded. companies using
Insurance companies general account
using general assets that
account assets are Plan
that are Assets may
Plan Assets may not purchase
not purchase
Regulation SS Income
Regulation Notes or
Income Notes Class 0DNotes
Regulation SSClass
or Regulation Notes..

LEGAL INVESTMENT
CERTAIN LEGAL
. CERTAIN CONSIDERATIONS
INVESTMENT CONSIDERATIONS

Institutions whose
__ .___ , , ,Institutions investment activities
whose investment subject to
are subject
activities are to legal investment laws
legal investment regulations or
and regl.!latlons
laws and to
or to
review by certain
review by certain regulatory
regulatory authorities
authorities may
may be
be subject
subject to
to restrictions
restrictions on
on investments
investments in
in the
the Notes
Notes or
or the
the
Income Notes. Any
Income Notes. Any such institution should
such institution consult its
should consult legal advisors
its legal whether and
determining whether
advisors inindetennining and toto what
what

132
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Confidential by Goldman
Requested by
Treatment Requested Sachs
Goldman Sachs GS MBS-E-021825502
GS MBS-E-021825502
Footnote Exhibits - Page 5592

extentthere
extent theremaymaybe berestrictions
restrictionson itsability
onits theNotes
investininthe
abilitytotoinvest andthe
Notesand IncomeNotes.
theIncome Wrthoutlimiting
Notes. Without limiting
. theforegoing,
the foregoing,any anyfinancial institutionthat
financialinstitution subjecttotothe
thatisissubject jurisdictionofofthe
thejurisdiction Currency,the
ComptrollerofofCurrency,
theComptroller the
Board ofofGovernors
Board Govemorsofofthe the Federal System, the
Reserve System,
Federal Reserve Federal Deposit
the Federal Corporation, the
InsuranceCorporation,
Deposit Insurance the
OfficeofofThrift
Office ThriftSupervision,
Supervision,the theNational CreditUnion
NationalCredit Administration,any
UnionAdministration, anystate commission,oror
insurancecommission,
stateinsurance
anyanyother
otherfederal
federalororstate agencieswith
state agencies with similar authorityshould
similarauthority reviewany
shouldreview rules,guidelines
applicablerules,
anyapplicable guidelines
andandregulations
regulationsprior purchasingthe
priortotopurchasing Notesororthe
theNotes theIncome Notes. Depository
IncomeNotes. shouldreview
institutionsshould
Depositoryinstitutions review
andconsider
and considerthe theapplicability
applicabilityofofthetheFederal InstitutionsExamination
FinancialInstitutions
FederalFinancial Supervisory Policy
CouncilSupervisory
ExaminationCouncil Policy
Statementon
Statement onSecurities
SecuritiesActivities, whichhas
Activities,which adoptedby
beenadopted
hasbeen bythe federalregulators.
respectivefederal
therespective regulators.

None of
None of the
the Issuers
Issl,lers or the Initial
or the Purchaser make
Initial Purchaser make any representation as
any representation as to the proper
to the proper
characterization ofofthe
characterization the Notes
Notes or IncomeNotes
or Income Notesfor forlegal investment or
legal investment purposes, or
otherpurposes,
orother oras the ability
as totothe ability
of· particular investors to purchase
of-particular investors to purchase the the Notes
Notes or
or Income
Income Notes
Notes for
for legal
legal investment
investment or
or other
other purposes,
purposes, or
or
asas to
to the
the ability
ability of of particular investors to
particular investors purchase the
to purchase Notes or
the Notes Income Notes
or Income under applicable
Notes under applicable
restrictions. The
investment restrictions.
investment The Issuers understand that
Issuers understand that certain state insurance
certain state regulators, in
insurance regulators, response to
in response to aa
request for guidance,
request for guidance, may
may be
be considering
considering the
the characterization
characterization (as
(as U.S.
U.S. domestic
domestic or
orforeign
foreign (non-U.S.))
(non-U.S.» of
of
certain collateralized
certain collateralized debt co-issued by
securities co-issued
obligation securities
debt obligation issuer and
non-U.S. issuer
by aa non-U.S. U.S. co-issuer.
and aa U.S. co-issuer.
There can
There can be
be no assurance as
no assurance as toto the nature of
the nature guidance or
any guidance
of any other action
or other may result
that may
action that from such
result from such
consideration. The
consideration. The uncertainties described above
uncertainties described unfavorablefuture
any unfavorable
(and any
above (and determinations concerning
future determinations conceming
legal investment
legal investment or financial institution
or financial characteristics of
regulatory characteristics
institution regulatory of the Notes or
the Notes Notes) may
Income Notes)
or Income may affect
affect
the liquidity
the liquidity of
of the
the Notes
Notes or
or Income
Income Notes.
Notes. Accordingly,
Accordingly, all
all institutions
institutions whose
whose activities
activities are
are subject
subject to
to legal
legal
investment laws
investment laws and and regulations, regulatory capital
regulations, regulatory requirements or
capital requirements review by
or review regulatory authorities
by regulatory authorities
should consult
should consult their
their own
own legal advisors in
legal advisors in determining whether and
determining whether and to extent the
what extent
to what Notes or
the Notes or Income
Income
Notes are
Notes are subject
subject to to investment, capital or
investment, capital other restrictions.
or other restrictions.

LISTING AND
LISTING GENERAL INFORMATION
AND GENERAL INFORMATION

1.
1. Application may
Application may bebe made
made toto admit some the Securities on a stock exchange of
some or all of the of
the Issuer's choice,
the Issuer's choice, if
if practicable.
practicable. There can be no assurance that such admission will
will be
be sought,
sought,
granted or
or maintained. Copies of
maintained. Copies Memorandum and Articles
of this offering circular, the Memorandum of Association
Articles of Association of of
granted Management
the Issuer and the organization
the Issuer and the organization documents of the Co-Issuer, the Indenture,
Indenture, the
the Collateral
Collateral Management
Agreement, the
Agreement, the Fiscal Agreement and the Cashflow Swap
Fiscal Agency Agreement Swap Agreement
Agreement willwill be deposited with
be deposited the
with the
Note Paying Agents, the Listing
Note Paying Agents, the Listing and and Paying Agent and at the registered office of the
the Issuer,
Issuer, where
where copies
copies
thereof
thereof may
may bebe obtained,
obtained, free of charge, upon request within fourteen days of
free of date of
the date
of the Listing
the Listing
of the
Particulars.
Particulars.
2.
2. Copies
Copies ofof the Memorandum and Articles
the Memorandum Articles of Association of the Issuer,
of the organizational
the organizational
Issuer, the
documents of the
documents of the Co-Issuer, Co-Issuer, the resolutions
resolutions of
of the
the Board of Directors of
of the
the Issuer
Issuer authorizing
authorizing the
the
issuance
issuance of
of the
the Securities,
Securities, and
and the
the execution of the
the Indenture,
Indenture, the Deed
Deed of
of Covenant,
Covenant, the
the Fiscal
Fiscal Agency
Agency
Agreement,
Agreement, the the Collateral
Collateral Management
Management Agreement and Cashflow Swap
and the Cashflow Agreement and
Swap Agreement the
and the
resolutions of the
resolutions of the sole sole member
member of
of the
the Co-lssl!~L
Co-Issuer authorizing
authorizing the
the issuance
issuance of
of the
the Notes,
Notes, and
and the
the execution
execution
of
of the
the Indenture
Indenture may may be
be obtained
obtained free of charge
free of upon request
charge upon days of
thirty days
within thirty
request within of the of this
date of
the date offering
this offering
circular at the office of a Paying Agent
circular at the office of a Paying Agent on
on behalf
behalf of
of the
the Issuer.
Issuer.

3.3. Each
Each of
of the Issuers represents
the Issuers that there
represents that has been
there has no material
been no adverse change
material adverse its
change inin its
financial position since its date
financial position since its date of
of creation.
creation.

4.4. The
The Issuer
Issuer isisnot required by
not required Cayman Islands
by Cayman law, and
Islands law, Issuer does
the Issuer
and the does not intend, toto
not intend,
publish annual reports and
publish annual reports and accounts. accounts. The
The Co-Issuer
Co-Issuer isis not
not required
required by
by Delaware
Delaware law,
law, and
and the
the Co-Issuer
Co-Issuer
does
does not
not intend,
intend, to
to publish
publish annual
annual reports
reports and
and accounts.
accounts. The
The Indenture,
Indenture, however,
however, requires
requires the
the Issuer toto
Issuer
deliver to the Trustee a Director's Certificate stating,
deliver to the Trustee a Director's Certificate stating, as
as to
to each
each signatory
signatory thereof,
thereof, that
that (a)
(a) aa review
review of the
ofthe
activities of the Issuer
activities of the Issuer during during the
the prior
prior year
year and
and ofof the
the Issuer's
Issuer's performance
performance under
under the
the Indenture
Indenture has
has been
been
made
made underunderhis his supervision;
supervision; andand (b) the best
(b)toto the ofhis
best of knowledge, based
hisknowledge, based on review, the
such reView,
on such Issuer has
the Issuer has
fulfilled all of its obligations under the Indenture
fulfilled all of its obligations under the Indenture throughout
throughout the
the prior
prior year,
year, or,
or, if
if there
there has
has been
been aa default
default inin
the fulfillment
the fulfillment of of any
any such
such obligation,·
obligation, specifying
specifying each
each such
such default
default known
known to
to him
him and
and the
the nature
nature and
and status
status·
thereof.
thereof.

133
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GoldmanSachs MBS-E-021825503
GSMBS-E-021825503
GS
Footnote Exhibits - Page 5593

5.
5. The Issuers
The are not,
Issuers are havenot
and have
not,and notsince incorporation or
since incorporation formation, as
orformation, applicable, been,
asapplicable, been,
involvedin
involved inany litigationor
any litigation arbitration proceedings
orarbitration claimsin
relatingtotoclaims
proceedings relating in amounts which may
amountswhich haveororhave
may have have
had effecton
material effect
had aa material Issuers in
the Issuers
on the context of
the context
in the issue of
the issue
ofthe ofthe nor, so
Notes nor,
the Notes as each
far as
sofar ofthe
each of the
Issuers is aware,
Issuers is aware, is
is any
any such
such litigation
litigationoror arbitration
arbitration involving
involving it
itpending
pending or
orthreatened.
threatened.

6.
6. issuance of
The issuance
The the Securities
ofthe will be
Securitieswill authorized by
be authorized by the Board of
the Board Directors of
of Directors the Issuer
ofthe Issuer
by resolutions
by resolutions passed
passed onon or
or about
about the
the Closing
Closing Date.
Date. The
The issuance
issuance of
ofthe
the Notes
Notes will
will be
be authorized
authorized byby the
the
sole member
sole member of of the Co-Issuer by
the Co-Issuer action by
by action by written consent of
written consent of the sole member
the sole passed on
member passed on or about the
or about the
Closing Date. Since
Closing Date. incorporation or
Since incorporation formation, as
or formation, applicable, neither
as applicable, the Issuer
neither the northe
Issuer nor Co-Issuer has
the Co-Issuer has
commenced trading or
commenced trading established any
or established except as
accounts, except
any accounts, as disclosed herein or
disclosed herein used to
accounts used
or accounts to hold
hold
amounts received
amounts receivedwithwith respect sharecapital
toshare
respect to and fees.
capital and fees.

7.
7. The Notes
The sold in
Notes sold offshore transactions
in offshore in reliance
transactions in Regulation S
on Regulation
reliance on S and represented by
and represented by
the Regulation S Global Notes
the Regulation S Global Notes have
have been
been accepted
accepted for
for clearance
clearance through
through Clearstream
Clearstream and Euroclear
and Euroclear
under the
under Common Codes
the Common below. The
indicated below.
Codes indicated Numbers and
CUSIP Numbers
The CUSIP International Securities
and International Securities
Identification Numbers ("ISIN") for the Notes represented
Identification Numbers ("ISIN") for the Notes represented by
by Regulation
Regulation SS Global
Global Notes and
Notes Rule 144A
and Rule 144A
Global
Global Notes
Notes are
are as
as indicated
indicated below:
below:

Regulation
Regulation S Rule 144A
Rule 144A
Global
Global Notes
Notes Global Notes
Global Notes
CUSIP
CUSIP ISIN
ISIN CUSIP
CUSIP
Class
Class S-1
S-1 Notes
Notes G8878YAA8
G8878YM8 USG8878YAA85
USG8878YM85 88714PAA4
88714PM4
Class S-2
Class S-2 Notes
Notes G8878YAL4 USG8878YAL41 88714PAK2
88714PAK2
Class A-la
Class A-1a Notes
Notes G8878YAB6
G8878YAB6 USG8878YAB68
USG8878YAB68 88714PAB2
88714PAB2
Class
Class A-lb
A-1 b Notes
Notes G8878YAC4
G8878YAC4 USG8878YAC42
USG8878YAC42 88714PACO
88714PACO
Class A-1c
Class A-1c Notes
Notes G8878YAD2
G8878YAD2 USG8878YAD25
USG8878YAD25 88714PAD8
88714PAD8
Class A-1d
Class A-1 d Notes G8878YAEO
G8878YAEO USG8878YAEO8
USG8878YAE08 88714PAE6
88714PAE6
Class A-2 Notes
Class A-2 Notes G8878YAF7
G8878YAF7 USG8878YAF72
USG8878YAF72 88714PAF3
88714PAF3
Class B Notes
Class B Notes G8878YAG5
G8878YAG5 USG8878YAG55
USG8878YAG55 88714PAG1
88714PAG1
Class C
Class C Notes
Notes G8878YAH3 USG8878YAH39
USG8878YAH39 88714PAH9
88714PAH9
Class D Notes
Class D Notes G8878YAK6 USG8878YAK67
USG8878YAK67 88714PAJ5
88714PAJ5
'Income
Income Notes
Notes G8878DAA4
G8878DM4 USG8878DAA49
USG8878DM49 88714NAA9
88714NM9

MATTERS
LEGAL MA TIERS

Certain legal matters


Certain legal Manager by
matters will be passed upon for the Collateral Manager Austin LLP,
Sidley Austin
by Sidley New
LLP, New
York, New York. Certain matters
York, New York. Certain matters with respect
respect to
to Cayman
Cayman Islands
Islands law
law will
will be
be passed
passed upon
upon for
for the
the Issuer
Issuer
by
by Maples
Maples and
and Calder. be passed upon
matters will be
Calder. Certain legal matters for the
upon for Issuer and
the Issuer Sachs &&
Goldman, Sachs
and Goldman,
Co.
Co. by
by Orrick, Herrington &
Orrick, Herrington &Sutcliffe New
New York, New
LLP, New
Sutcliffe LLP, York.
UNDERWRITING
UNDERWRITING

The
The Securities
Securities will offered by
be offered
will be by Goldman, Sachs &&Co.
Goldman, Sachs (the "Initial
Co. (the Purchaser'), from
"Initial Purchaser'1, time to
from time time
to time
at varying prices in negotiated transactions
at varying prices in negotiated transactions subject
subject to
to prior
prior sale,
sale, when,
When, as
as and
and if
if issued.
issued. Subject
Subject to
to the
the
terms
terms and
and conditions
conditions set forth ininthe
set forth Agreement (the
Purchase Agreement
the Purchase (the "Purchase Agreement") dated
"Purchase Agreemenr') as of
dated as March
of March
27,2007
27, 2007 among
among Goldman, Sachs &&Co.
Goldman, Sachs and the
Co. and Issuers, the
the Issuers, Issuers have
the Issuers agreed to
have agreed sell to
to sell Goldman,
to Goldman,
Sachs &Co. and Goldman,
Sachs & Co. and Goldman, Sachs
Sachs &
& Co.
Co. has
has agreed
agreed to
to purchase
purchase all
all of
of the
the Notes
Notes and
and the
the Income
Income Notes.
Notes.

Under
Under the
the terms
terms and conditions of
and conditions of the Purchase Agreement,
the Purchase Sachs &&Co.
Goldman, Sachs
Agreement, Goldman, committed
Co. isiscommitted
to
to take
take and pay for
and pay the Securities
all the
for all offered by
be offered
Securities toto be by it,it,ififany
any are taken. Furthermore,
are taken. under the
Furthermore, under terms
the terms
and conditions of the Purchase Agreement, Goldman,
and conditions of the Purchase Agreement, Goldman, Sachs
Sachs &
& Co.
Co. may
may be
be entitled
entitled to
to an
an underwriting
underwriting
discount
discount onon the purchased by
Securities purchased
the Securities by ititand will be
and will entitled to
be entitled the Deferred
to the Expense on
Structuring Expense
Deferred Structuring on
--each
each Payment
Payment Date accordance with
Date ininaccordance the Priority
with the Payments.
Priority ofof Payments,

134
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Confidential Treatment by Goldman
Requested by Sachs
Goldman Sachs MBS-E-021825504
GS MBS-E-021825504
GS
Footnote Exhibits - Page 5594

TheTheSecurities
Securitiespurchasedpurchasedfrom fromthe Issuersbybythe
theIssuers theInitial Purchaserwill
InitialPurchaser offeredbybyititfrom
willbebeoffered fromtime time
tototimetimefor saleininnegotiated
forsale transactionsororotherwise
negotiatedtransactions otherwiseatatvarying varying prices to be determined at thetime
prices to be determined at the timeofof
saleplus
sale accruedinterest,
plusaccrued interest,ififany,
any,fromfromthe ClosingDate.
theClosing Date.

TheSecurities
The Securitieshave havenot notbeenbeenand andwill willnotnotbe registeredunder
beregistered underthe SecuritiesAct
theSecurities Actfor foroffer offerororsale sale
as partofoftheirtheirdistribution
distributionand andmay maynot notbe offeredororsold
beoffered withinthe
soldwithin theUnitedUnitedStates Statesororto, to,ororfor forthe theaccount
account
as part
ororbenefit
benefitof, of,aaU.S. U.S.PersonPersonororaaU.S. resident(as
U.S.resident determinedfor
(asdetermined purposesofofthe
forpurposes InvestmentCompany
theInvestment Company
Act, a "U.S. Residenr') except in certain transactions
transactions exempt
exempt from,
from, oror notnot subject
subject to,
to, the
the registration
registration
Act, a "U.S. Resident") except in certain
requirementsofofthe
requirements theSecurities
SecuritiesAct. Act.

TheTheIssuers
Issuershave havebeen advisedby
beenadvised bythe Purchaserthat
InitialPurchaser
theInitial that(a) proposestotoresell
(a)ititproposes resellthe theSecurities
Securities
Sachs & Co., through its selling agent) inin offshore
outside the United States (in part, by Goldman,
outside the United States (in part, by Goldman, Sachs & Co., through its
law
selling
and
agent)
(b) it proposes
offshore
to
transactions
transactions in reliance in reliance onon Regulation
Regulation S S and
and inin accordance
accordance with
with applicable
applicable law and (b) it proposes to
resellthe theSecurities
Securitiesin inthe
theUnited Statesonly
UnitedStates onlytoto(1) (1)Qualified Institutional Buyers in
Qualified Institutional Buyers in reliance on Rule 144A reliance on Rule 144A
resell
purchasingfor fortheir
theirown ownaccounts
accountsor orfor accountsofofQualified
the accounts
forthe InstitutionalBuyers
QualifiedInstitutional Buyers or or(2)(2)in inthe caseof
thecase of
purchasing net worth of not less than U.S.$10 million
the Income
the Income Notes
Notes only,
only, Accredited
Accredited Investors,
Investors, which
which have
have aa net worth of not less than U.S.$10 million
each of
each ofwhich
which purchasers
purchasers or accounts is
or accounts Purchaser. The
Qualified Purchaser.
is aa Qualified The Initial Purchaser'S discount
Initial Purchaser's discountwill will bebe
the same for the Regulation SS Notes
Notes and
and the
the Rule
Rule 144A
144A Notes
Notes offered
offered hereby
hereby and
and for
for the
the Income
Income Notes
Notes
the same for the Regulation
withineach
within eachClassClass of ofSecurities.
Securities.

The Initial
The Initial Purchaser
Purchaser has acknowledged and
has acknowledged agreed that
and agreed that it will not
it will offer, sell
not offer, sell or deliver any
or deliver any
by it to, or for the account or benefit of, any
Regulation S Notes or Regulation S Income Notes purchased the Investment Company Act) as partof,ofany
Regulation S Notes or Regulation S Income Notes purchased by it to, or for the account or benefit
U.S. Person
U.S. Person or or U.S.
U.S. Resident
Resident (as determined for
(as determined purposes of
for purposes of the Investment Company Act) as part of its its
distribution at any time and that it will send to each distributor, dealer
distribution at any time and that it will send to each distributor, dealer or receiving a
person receiving
or person a selling
selling
concession, fee
concession, fee or or other remuneration to which
other remuneration which itit sells Regulation S
sells Regulation Notes or
S Notes Regulation S
or Regulation Income Notes
S Income Notes
purchased by by itit a a confirmation
confirmation or or other notice setting forth
other notice forth thethe prohibition on offers and sales
prohibition on offers and sales of of the
the
purchased
Regulation S S Notes
Notes or or Regulation
Regulation S Income Notes within the
S Income United States or
the United or to,to, or for the
or for account or
the account or
Regulation
benefit
benefit of,
of, any
any U.S.
U.S. Person
Person or
or U.S.
U.S. Resident. .

With respect
With respect to to the
the Securities
Securities initially sold pursuant to Regulation
initially sold Regulation S, until the expiration of (x) 40
of (x) 40
days after the commencement of the distribution of the offering of the Notes by the
the Initial Purchaser,
Purchaser, with
with
days after the commencement of the distribution of the
respect to
respect to offers
offers or sales of
or sales of the Notes and (Y.)
the Notes (y)one year after the commencement commencement of the distribution
of the distribution of the
by Goldman, Sachs & Co.,
Income Notes, with respect to offers or sales
Income Notes, with respect to offers or sales of the Income Notes purchased by Goldman, Sachs & Co.,
offering
an offer
an offer oror sale
sale of of Securities
Securities withinwithin the United States by aa dealer that is
the United participating in
is not participating in thethe offering
Securities offer or sale is made otherwise than
may violate the registration requirements of
may violate the registration requirements of the Securities Act if such
from
offer or sale
registration
is made
under
otherwise
the
than
Securities
in accordance
in accordance with Rule with Rule 144A
144A or
or pursuant to
to another
another exemption from registration under the Securities
Act.
Act.
The represented, warranted warranted and agreed that:
and agreed that: (i) has only
(i)itithas communicated or
only communicated or
The Initial
Initial Purchaser
Purchaser has has represented,
any invitation or
caused to be communicated
caused to be communicated and
and will
will only
only communicate
communicate or
or cause
cause to
to be
be communicated
communicated any invitation or
inducement (within the
activity (within of section 21 of
meaning of section 21 of the Financial Services
the meaning the Financial Services
inducement toto engage engage inininvestment
investment activity
sale of
or sale Securities inin
any Securities
of any
and
and Markets
Markets Act Act 2000
2000 ("FSMA"»
('FSMA")) receivedreceived by connection with'
by itit ininconnection withthe issue or
the issue
circumstances
circumstances ininwhich which section 21(1) of
section 21(1) ofthe FSMA does
the FSMA does not apply toto the
not apply Issuer; and
the Issuer; and (ii) (ii)itithas complied
has complied
FSMA with respect to anything done by it in relation to
and will comply with all applicable provisions of the
and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to
the Securities in, from
the Securities in,from or otherwise or otherwise involving
involving the
the United
United Kingdom.
Kingdom. See
See "Underwriting."
"Underwriting."

The offered oror sold sold by means ofof any


by means document other
any document other than than toto persons persons
The Securities
Securities may may not not be be offered
or agent, or inin
whose ordinary business is to buy or sell shares or
whose ordinary business is to buy or sell shares or debentures,
debentures, whether
whether asas principal
principal or agent, or
circumstances which do not constitute an
an offer
offer to
to the
the public
public within
within the
the meaning
meaning ofof the
the Companies
Companies
circumstances which do not constitute relating toto the the
Ordinance
Ordinance (Cap. (Cap. 32) 32) ofof HongHong Kong, Kong, and and no advertisement, invitation
no advertisement, invitation oror document document relating
Kong or elsewhere, which is directed at, or the contents of
Securities may be issued, whether in Hong
Securities may be issued, whether in Hong Kong or elsewhere, which is directed at, or the
to
contents
do so under
of
which are likely
which are likely to be to be accessed
accessed or
or read
read by,
by, the
the public
public inin Hong
Hong Kong
Kong (except
(except ifif permitted
permitted to do so under
the otherthan thanwith Securitieswhich
respecttotoSecurities
with respect which are are ororare intendedtotobe
are intended be
thesecurities
securitieslaws lawsofofHong HongKong) Kong) other
of
disposed only to persons outside Hong Kong or only to
_ disposed ofofonly to persons outside Hong Kong or only to "professional
"professional investors"
investors" within
within the
the meaning
meaning of
the Securities
the Securities and and Futures
Futures Ordinance
Ordinance (Cap.
(Cap. 571)
571) of
of Hong
Hong Kong
Kong andand any
any rules
rules made
made thereunder.
thereunder.

135
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RequestedbybyGoldman
GoldmanSachs
Sachs MBS-E-021825505
GSMBS-E-021825505
GS
Footnote Exhibits - Page 5595

This Circular has


Offering Circular
This Offering not been
has not registered as
been registered as a prospectus Authority of
Monetary Authority
prospectus with the Monetary of
Singapore. Accordingly, this
Singapore. this Offering Circular and
Offering Circular any other
and any document or
other document or material with the
in connection with
material in the
offer or
offer sale, or
or sale, or invitation subscription or purchase, of
invitation or subscription of the may not
Securities may
the Securities not be circulated or
be circulated or
distributed, nor
distributed, may the
nor may Securities be
the Securities offered or
be offered sold, or
or sold, or be the subject of
made the
be made of an invitation for
an invitation for
subscription or
subscription whether directly
or purchase, whether persons in
or indirectly, to persons
directly or Singapore other
in Singapore than (i)
other than (Q to
to an
an
institutional under Section 274
investor under
institutional investor 274 of
of the
the Securities and Futures
Securities and 289 of
Chapter 289
Futures Act, Chapter Singapore (the
of Singapore (the
"s FA") , (ii)
"SFA"), relevant person, or any person pursuant to
to a relevant
(ii) to Section 275(1A),
to Section and in
275(1A), and accordance with
in accordance with the
the
conditions, specified in Section
conditions, 275 of
Section 275 the SFA
of the pursuant to,
(iii) otherwise pursuant
SFA or (iii) accordance with the
in accordance
to, and in the
conditions of, any any other prOVision of the SFA.
other applicable provision

Where the Securities are


Where the subscribed or
are subscribed under Section 275
or purchased under 275 byby a
a relevant person which
relevant person which
corporation (which is not an
(a) a corporation
is: (a) an accredited investor) the sole which is
sole business of which is to hold investments
to hold investments
the entire share capital of which is owned by
and the by one whom is
one or more individuals, each of whom is an
an accredited
accredited
investor; or
investor (b) a trust (where the trustee is not an accredited investor) whose
or (b) whose sole purpose is to hold
is to hold
beneficiary is
investments and each beneficiary
investments is an accredited investor,
an accredited debentures and
investor. shares, debentures units of
and units shares and
of shares and
debentures of
debentures in that
beneficiaries' rights and interest in
corporation or the beneficiaries'
of that corporation trust shall not
that trust be transferable
not be transferable
months after
for 6 months after that corporation or that
that corporation that trust Securities under
acquired the Securities
trust has acquired Section 275 except: (1)
under Section (1)
under Section 274 of the SFA
to an institutional investor under person pursuant
SFA or to a relevant person, or any person pursuant
to Section 275(1A), and in in accordance with the conditions, specified in in Section 275 of of the SFA; (2)(2) where
where
no consideration is
no is given for the
the transfer (3) by operation of law.
transfer; or (3)

The Securities have not been and will not be registered under the Securities and Exchange
Securities and Exchange Law Law
of Japan (the Securities and Exchange Law) and the Initial Purchaser Purchaser has agreed that it will
that it will not offer or
not offer or
in Japan or to,
sell any Securities, directly or indirectly, in to, or for the benefit of, any resident
of, any resident of Japan (which
of Japan (which
term as used herein meansmeans any person resident in Japan, including
in Japan, corporation or
any corporation
including any or other entity
other entity
organized under the laws of Japan), or to others re-offering or resale,
otl:lers for re-offering directly or indirectly, in
resale, directly Japan or
in Japan or
to aa resident of Japan, except pursuant to an exemption exemption from the requirements of, and
the registration requirements
. otherwise inin compliance with, the Securities and Exchange Law and any other other applicable laws,laws,
regulations and ministerial guidelines of Japan.
The Initial that it
Initial Purchaser has agreed that it has and will
has not made and make any
not make
will not any invitation the
to the
invitation to
public in
in the Cayman
Cayman Islands to purchase any of the Securities.

Buyers of Regulation S the selling agent of Goldman,


S Securities sold by the Sachs &
Goldman, Sachs Co. may
& Co. may bebe
required to pay stamp taxes and other charges in laws and practice of the country
with the laws
in accordance with of
country of
in addition to the purchase price.
purchase in price.
No action has been or will be taken in in any that would
any jurisdiction that permit aa public
would permit offering of
public:; offering of the
the
possession, circulation or distribution of
Securities, or the possession, this Offering
of this Offering Circular any other
or any
Circular or material
other material
any jurisdiction where
in any
relating to the Issuers or the Securities, in action for
where action purpose is
such purpose
for such is required.
required.
Accordingly, the Securities may not be offered or
Accordingly, sold, directly
or sold, or indirectly,
directly or and neither
indirectly, and neither this Offering
this Offering
nor any
Circular nor or advertisements
material or
any other offering material advertisements in Securities may
in connection with the Securities may be be
in or from any country or
distributed or published, in or jurisdiction except circumstances that
under circumstances
except under that will result
will result
regulations of
rules and regulations
in compliance with any applicable rules
in of any such country
any such or jurisdiction.
country or
Securities are aa new issue of securities with
The Securities with no no established
established trading market. The
trading market. Issuers
The Issuers
have been
have been advised byby the
the Initial that itit may
Initial Purchaser that make aa market
may make inthe
market in Securities itit isisoffering
the Securities but isis
offering but
and may discontinue market making at
do so and
not obligated to do
not any time
at any time without notice. No
without notice. assurance can
No assurance can
be given
be the liquidity of the
given as to the market 'for
the trading market for the
the Securities.
Securities. ThereThere can can bebe no assurance that
no assurance any
that any
secondary market
secondary develop, or,
Securities will develop,
market for any of the Securities or, ifif aa secondary market does develop, that that ititwill
will
provide the Holders of
provide with liquidity
Securities with
of the Securities liquidity of of investment
investment or that itit will
or that will continue
continue for the life
for the life of the
of the
Securities.
Securities.

Application may
Application to admit
be made to
may be admit the Securities on
the Securities stock exchange
on aa stock exchange ofof the
the Issuer's choice, ifif
Issuer's choice,
can be
practicable. There can
practicable. no assurance
be no that such
assurance that such admission will be
admission will sought, granted
be sought, or maintained.
granted or maintained.

136
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GS
Footnote Exhibits - Page 5596

The Issuers have


The Issuers agreed to
have agreed indemnify the
to indemnify Initial Purchaser,
the Initial the Collateral
Purchaser, the Manager, the
Collateral Manager, the Issuer
Issuer
Administrator, the
Administrator, the Collateral Administrator and
Collateral Administrator the Trustee
and the against certain
Trustee against including in
liabilities, including
certain liabilities, the case
in the case
of the
of Initial Purchaser,
the Initial liabilities under
Purchaser, liabilities the Securities
under the Act, or
Securities Act, or to contribute to
to contribute payments they
to payments they may
may be be
required to
required make in
to make in respect thereof. In
respect thereof. addition, the
In addition, Issuers have
the Issuers made certain
have made representations and
certain representations and
warranties to
warranties the Initial
to the Purchaser and
Initial Purchaser agreed to
have agreed
and have reimburse the
to reimburse Purchaser for
Initial Purchaser
the Initial certain of
for certain of their
their
expenses.
expenses.
The Initial
The Purchaser may,
Initial Purchaser from time
may, from time as
to time
time to principal or
as principal one or
through one
or through or more investment funds
more investment funds
that it manages, make
that it manages, make investments
investments in
in the
the equity
equity securities
securities of
of one
one or
or more
more of
of the
the issuers
issuers of Collateral
of Collateral
Assets with
Assets result that
the result
with the more of
or more
one or
that one of such may be
issuers may
such issuers be or
or may controlled by
become controlled
may become the Initial
by the Initial
Purchaser
Purchaser .

137
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Footnote Exhibits - Page 5597

INDEXOF
INDEX DEFINEDTERMS
OFDEFINED TERMS

$$ ..................................................................
........................................................................ . . 66 CClass ............................. ................. AA-3
lass ............................................................... -3
ABSSecurities
ABS Securities ...............................................
............... A-3
...... A-3 Class AdjustedOvercollateralization
ClassAAAdjusted Overcollateralization
Accounts ...................................................61,
Accounts............................................... 61.A-1 A-1 Ratio ...........................................................A-4
Ratio.......................... A-4
Accredited
Accredited Investor Investor ..................................
...... ......... 3.7.
3, 7, 19
19 ClassAANotes
Class ..............
Notes .............................................. ...... 2,2.25 25
ActualInterest
Actual Amount.. .................................A-1
InterestAmount.............................. A-1 ClassA/B
Class Overcollateralization Ratio..........93
AlB Overcollateralization Ratio .............. 93
ActualPrincipal
Actual PrincipalAmount..............................
Amount... ..............................A-1 A-1 Class
ClassA/B OvercollateralizationTest
AJB Overcollateralization ...............93
Test........... 93
Actual
Actual Rating ..................................................
Rating.............................................. A-1
A-1 ClassA-1
Class A-1 Note Sequence ..............A-4
PaymentSequence..............
Note Payment A-4
Additional Fixed
Additional FixedAmounts
Amounts..............
................................97 97 . ClassA-1
Class A-1 Notes ..............
Notes ........................................... ..... 2,2. 25 25
Adjusted Net
Adjusted NetOutstanding
Outstanding Portfolio Portfolio Collateral
Collateral ClassA-i
Class InterestAmount................63
Note Interest
A-1aa Note Amount.. .................. 63
Balance...................................................
Balance .......................................................A-1 A-1 Class A-1a Note
Class A-la Interest Rate
NoteInterest Rate...... ..... 28
......................... 28
Administration Agreement..............................122
Administration Agreement... ........................... 122 Class A-1aaNote
Class A-i Note Redemption Price ...............A-4
Redemption Price............... A-4
Administrative Expenses.......
Administrative Expenses ............ ;................... A-1
......... A-1 A-1 aNotes
ClassA-ia
Class .................. 2,2. 25
Notes ......................................... 25
AAgents ..........................................................4,26
gents .......................................................... 4. 26 Class A-1b Note Interest Amount................63
Class A-1 b Note Interest Amount .................... 63
Aggregate Amortization
Aggregate Amortization Amount....................A-2
Amount .................... A-2 ClassA-1
Class Interest Rate
Note Interest
A-1bb Note .......... 28
Rate. ......................... 28
Aggregate
Aggregate Calculation
Calculation Amount
Amount of Defaulted
of Defaulted Class A-1
Class Note Redemption
A-1bb Note Price ............... A-4
Redemption Price............... A-4
Obligations and
Obligations and Deferred
Deferred Interest Interest PIK PIK A-1 b Notes
Class A-lb
Class .................. 2,
Notes ......................................... 2, 2525
Bonds ..........................................................A
Bonds.......................................................... -2
A-2 A-1 c Note
Class A-1c
Class Interest Amount................63
Note Interest Amount .................... 63
Aggregate Moody's
Aggregate Moody's Recovery Value .............. A-2
Recovery Value.............. A-2 A-1c Note
Class A-1c
Class Interest Rate
Note Interest .........................28
Rate ..................... 28
Aggregate Outstanding
Aggregate Outstanding Amount.....................
Amount.. ...................A-2 A-2 Class A-1c Note
Class A-1c Redemption Price
Note Redemption ............... A-4
Price ............... A-4
Aggregate
Aggregate Principal
Principal Amount
Amount ..........................
.......................... A-2
A-2 A-1 c Notes
Class A-1c
Class Notes ......... ............ 2,
......................................... 2. 2525
Aggregate Reference
Aggregate Reference ObligationObligation Notional Notional A-1 d Note
Class A-id
Class Interest Amount................63
Note Interest Amount.. .................. 63
Amount
Am ..........................................................96
ount...................................................... Class Interest Rate ..........................
Note Interest
A-1 d Note
Class A-id .......... 2828
Aggregate S&P
Aggregate S&P Recovery Value....................
Value .................... A-2 Class A-1 d Note Redemption Price ............... A-4
Class A-1d Note Redemption Price............... A-4
Applicable Percentage
Applicable Percentage ...................................
................................... A-2 ......................................... 2
Notes..................
A-1d Notes
Class A-id 2, 25
2.5
Applicable Recovery
Applicable Recovery Rate .............................. A-2
Rate.............................. Class A-2 Note Interest Amount..................63
Amount ...................... 63
Asset-Backed Securities
Asset-Backed Securities ................................
................................ A-3 A-3 Class A-2 Note Interest Rate
A-2 Note Rate............................. 28
.......... 28
Auction ...................
Auction .......................................................
.......... 31. 66
31, 66 Class A-2 Note RedemptionRedemption Price.................
Price ................. A-4 A-4
Auction Date
Auction ...............................................
Date....... .................. 31. 31, 66 ..............
Class A-2 Notes ........................................... ..... 2,2, 25
25
Auction Payment
Auction Payment Date Date .......................
....................... 32 •. 66. A-3
32,66, Class B Adjusted Overcollateralization .
Benefit Plan
Benefit Plan Investor ......................................
....... ......... 131 .........................................
Ratio ........................................................... A-4
A-4
Benefit
Benefit Plan Plan Investors
Investors ........................................
............... 9 Class B Note Interest Amount Amount.....................63
......................... 63
Board
Board of of Directors
Directors ..........................................
.......................................... A-3 Class B .......................... 28
BNote Interest Rate .............................. 28
Business
Business Day Day ...................................................
............. ......... 64 Class B B Note Redemption Price....................
Price .................... A-4 A-4
Calculation
Calculation Amount Amount ........................................
........... ....... A-3 Class B ..............
Notes ..............................................
B Notes ...... 2, 25
2, 25
Cashflow
Cashflow Swap Swap Agreement.. ....................24. 108
Agreement......................24, 108 Class C CAdjusted Overcollateralization
Cashflow
Cashflow Swap Swap Collateral .............................. A-3
Collateral................ A-3 Ratio ..................
........................................................... A-4
........ A-4
Cashflow
Cashflow Swap Swap Collateral
Collateral Account.. ................ 96
Account..............96 Class C
Class Deferred Interest
C Deferred Interest..........................29,
.......................... 29, 62 62
Cashflow
Cashflow Swap Swap Counterparty ......................... 108
Counterparty.........................108 Class C
Class Interest Amount.....................63
Note Interest Amount ......................... 63
C Note
Cashflow
Cashflow Swap Swap ReceiptReceipt Amount.. .................. A-3
Amount.................... A-3 Class C
Class Interest Rate
Note Interest
C Note Rate..........................
.............................. 28 28
Cashflow Swap
Cashflow Swap Replacement
Replacement Account.. ........ 107
Account..........107 Redemption Price
Note Redemption
Class CCNote
Class Price....................
.................... A-4 A-4
Cashflow
Cashflow Swap Swap Replacement
Replacement Proceeds ........ 107
Proceeds........107 Class .........
Notes ..............................................
Class CCNotes ........... 2,2, 2525
Cashflow
Cashflow Swap Swap Shortfall
Shortfall Amount... ................ A-3
Amount................... A-3 Class Overcollateralization Ratio
Class CCOvercollateralization Ratio.............93
................. 93
Cashflow
Cashflow Swap Swap Shortfall
Shortfall Replacement
Replacement Class Overcollateralization Test...
Class CCOvercollateralization Test...............93
................ 93
Amount. ....................................................... A-3
Amount......................... A-3 Class DDAdjusted
Class Overcollateralization
Adjusted Overcollateralization
Cashflow
Cashflow Swap Swap Tennination
Termination Receipts ...........
Receipts...........A-3 A-3 Ratio ...........................................................
Ratio ........................... A-5
A-5
Cashflow
Cashflow Swap Swap Tennination
Termination Receipts Receipts Class D Deferred Interest............29,
Class D Deferred Interest .......................... 29, 62 62
Account .................. 1107
.......................................................
Account.......... 07 Note Interest
Class DDNote
Class Amount......................63
Interest Amount ......................... 63
cause ..............................................:................
cause......................... .........118 i18. Class Interest Rate
Note Interest
Class DDNote Rate..........................
.............................. 29 29
CDO
CDO Collateral
Collateral ................................................
..................... .47 47 Redemption Price
Note Redemption
Class DDNote
Class Price.................
.................... A-5 A-5
CDO
CDO SSNote Note Securities
Securities ..................................
............... A-3 A-3 Class DDNotes
Class ...............
Notes.............................................. ..... 2.2, 25 25
COO
CDO Securities
Securities... ..............................................
.................... A-3 A-3 Amortizing Principal
NotesAmortizing
ClassDDNotes
Class Principal
CDR ..... ......... ................. 111
CDR................................................................
......... A-3 ........... .............
Amount.......................................................
Amount A-5
A-5
CFCs .............................................................. 126
CFCs...........................126 OvercollateralizationRatio
ClassDDOvercollateralization
Class Ratio.............94
................. 94

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Class D
Class DOvercollateralization
OvercoIJateralizationTest...............94
Test.. ................. 94 Definitive Note
Definitive ........ . .... ...................... 35
Note .................................................. 35
ClassSSNotes
Class ..............................................2,2,25
Notes......................................... 25 Definitive Notes
Definitive .................. 82,
Notes ........................................ 82, A-7A-7
Class S-1
Class InterestAmount
Note Interest
S-l Note ......................63
Amount.................. 63 Obligation .... : ............................... A-7
DeliverableObligation....................................
Deliverable A-7
Class S-l Note
Class S-1 InterestRate
Note Interest ...........................28
Rate....................... 28 Delivery Date
Delivery .................................................A-7
Date................................................. A-7
ClassS-1
Class S-l Note Redemption Price
Note Redemption .................A-5
Price ................. A-5 Determination Date.......................................69
Determination Date .......................................... 69
ClassS-1
Class S-l Notes ...........................................2,
Notes................... 2, 2525 Distressed Ratings
Distressed .......................99
Downgrade...................
Ratings Downgrade 99
Class S-1
Class S-l Notes Amortizing Principal
Notes Amortizing Principal Distribution
Distribution Compliance
Compliance Period
Period ..... ~ ...............A-7
..................... A-7
Amount.
Am .......................................................A-5
ount................................................... A-5 D O L ................
DOL. ............................ 130
............................................................... 130
Class S-2
Class S-2 Note
Note Interest
Interest Amount ......................63
Amount .................. 63 Double B
Double Amount.. ...................... A-8
Calculation Amount.....................
B Calculation A-8
Class S-2
Class S-2 Note Interest Rate
Note Interest ...........................28
Rate ....................... 28 Double B
Double Rated Asset
BRated ................................... A-8
Asset ................................ A-8
Class S-2.Note
Class Redemption Price
S-2. Note Redemption ................. A-5
Price ............. A-5 DTC ....... ;................... :..................................334
DTC...............3....... 3, 34
Class S-2
Class S-2 Notes ...........................................2,
Notes ....................................... 2, 25
25 Due Period........................61
Due Period .................. :........... :........................ 61
Class S-2
Class S-2 Notes Amortizing Principal
Notes Amortizing Principal Effective Date .................................................A-8
Effective Date.............................................. A-8
Amount......................................................... A-5
Amount........................A-5 Eligible Bidders
Eligible .............................................. A-8
Bidders ........................................... A-8
Clearstream ..................................................
Clearstream ................. .....1,34 l,34 Eligible Depositary
Eligible ......................................... A-8
Depositary ..................................... A-8
Closing Date............................................ 1,26
Closing Date ................................................. 1, 26 Eligible Guarantee
Eligible ......................................... A-8
Guarantee .................................... A-8
CCMBS .......................................................48,
MBS ....................................................... 48, A-6 A-6 Investment. ........................................ A-8
Eligible Investment..................................... A-8
CCode .....................................
ode................. ·..............................8
.................................... Eligible Replacement
Eligible ..................................... A-9
Replacement ..................................... A-9
..................... 2,
Co-lssuer .......................................................
Co-Issuer....... 2, 24
24 ER
ERISA ........................................................8,129
ISA ........................................................ 8, 129·
Collateral .............
Collateral ............... 61
.......................................................... ERISA Plans .................................. 129
ERISA Plans .................................................. 129
Collateral Account
Collateral Account ..........................................
............. ..... A-5 A-5 Euroclear ...................................... ,............... 11, 34
Euroclear............................ 34
Collateral Administration
Collateral Administration Agreement Agreement ...... ............. A-5A-5 Euroclear Clearance
Euroclear System ........................... 85
Clearance System....................... 85
Administrator ..................................A-5
Collateral Administrator..............................
Collateral A-5 Euroclear Operator
Euroclear .............
Operator .......................................... ...... 85 85
Collateral Asset
Collateral Asset ..............................................
............... ..... A-5 A-5 ..............
Event of Default ............................................... ....... 75 75
Collateral Asset
Collateral Asset Principal Balance..............90
Balance ................... 90 Excepted ........................................... 75
Excepted Property ....................................... 75
Collateral Assets
Collateral Assets ..........................................
.............. .... 2, 24 Act ...................................................20
Exchange Act.............................................. 20
Collateral Assets Assumptions
Collateral Assumptions ......................
...................... 109 109 Amount.. .......................................... A-9
Exercise Amount............................................ A-9
Collateral Management Agreement.........25,112
Collateral Management Agreement ......... 25, 112 Expected Amount.. .......... ;.................... A-9
Expected Fixed Amount................................. A-9
Collateral Management Fee...........................119
Collateral Management Fee ........................... 119 Interest Amount
Expected Interest
Expected ............................. A-9
Amount ............................. A-9
Collateral
Collateral Manager .......
Manager............................................ ........... 25 Amount.. .......................... A-9
Expected Principal Amount............................ A-9
Collateral
Collateral Manager Affiliates....
Affiliates ......
.......................... 117
117 Expected Principal Window ................... ................... 11 110,111
0, 111
Collateral
Collateral Manager Securities ........................ 118
Securities........................118 Expected Weighted Average life Life .................. 110
.................. 110
Collection ............ 95
Account ...........................................
Collection Account ........... .......................... 96
Expense Reserve Account .............................. 96
Commercial Mortgage-Backed Securities......
Commercial Mortgage-Backed Securities ...... A-6 A-6 Interest..........................
Failure to Pay Interest.. ........................ 100, 100, A-l0 A-1 0
Controlling
Controlling Class ............................................
.............. ..... A-6 Principal................................
Failure to Pay Principal. ................................... 99 99
Controlling
Controlling Person.: ...........
Person. .................................... .... 9, 9,131131 Final Amortization Date .......
Date ............................... A-1 00
.......... A-l
Coverage ............ 69
Coverage Tests ................................................
........... Final Payment Date .....................................
.............. A-10
........ A-l0
CPDls .............................................................125
CPDIs....................................125 Fiscal Agency Agreement........................2,
Agreement.. .......................... 2, 26 26
Credit
Credit Derivatives
Derivatives Definitions
Definitions .........................
...... ..... A-6 Agent..............................................2,
Fiscal Agent ................................................. 2, 26 26
Credit
Credit Event ............ 99
Event .....................................................
.......... 99 Amount......................97
Fixed Amount ................................................... 97
Credit
Credit Protection
Protection Amounts Amounts ............... ,............. A-6
............................. Fixed RateRate....................................................
.................................................... A-l0 A-10
. Credit
Credit Risk Obligation ......................................
.................................. 94 Fixed Rate
Fixed Calculation Period
Payer Calculation
Rate Payer Period........... A-10
........... A-l0
Credit
Credit Support Annex ................ ;.................... A-6
Annex..................................... A-6 Fixed Rate Payer Payment Date
Fixed Date .................
............. A-l0 A-1 0
Cumulative
Cumulative Deferred Management Fee
Deferred Management Fee.........120
......... 120 Floating Amount Event
Floating .......
Event ................................ A-10
........ A-l0
Current
Current Deferred
Deferred Management
Management Fee Fee...............120
............... 120 Floating Amount Payment........................
Floating Amount Payment ........................... A-l0 A-10
Deed
Deed of Covenant .......................... 2, 25,
Covenant..........................2, 25, 60, A-6 A-6 Floating Amounts.....................................
Floating Amounts ......................................... A-l A-1 00
Default Swap CollateraL
Default Swap ............................... A-6
Collateral.................................. A-6 Floating Period...........
Floating Period ............... ;................................. 36
........... 36
Default
Default Swap
Swap Collateral
Collateral Account .....................
................. 96 96 Floating Rate
Floating Payment Date
Payer Payment
Rate Payer Date......... A-1 00
............. A-l
Defaulted
Defaulted Cashflow
Cashflow Swap Termination
Swap Termination ..................... .................... 5,
FSM A ..........................................................
FSMA 5,135
135
Payments
Payments .........................
,................................................. A-6 A-6 Global ....................... 34
Notes ....................................................
Global Notes 34
Defaulted
Defaulted Interest ................... 62
.............................................
Interest......... 62 Greywolf ...................... 25,
Greywolf.................................................... 25,112112
Defaulted
Defaulted Obligation ....................................... A-6
Obligation....................................... A-6 GS Group..............
GS Group .......... 102
....................................................... 102
Defaulted
Defaulted SynthetiC
Synthetic Security Termination
Security Termination GSI ................. 106
GSI .................................................................
.................... 106
Payments
Payments ..............................
........... ............... A-7
:..................... A-7 Holder ..........................
Holder ..............................
;............................... A-l0 A-i 0
Deferred
Deferred Interest
Interest PIK Bond............................
PIK Bond ............................ A-7 A-7 Implied Rating....................A-10
Implied Rating .............................................. A-l0
Deferred
Deferred Structuring
Structuring Expense Expense........................
........................ A-7 A-7 Implied Writedown
Implied Write down Amount.. Amount.... ........................ A-11
........ A-ll

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Footnote Exhibits - Page 5599

Income Note
Income Certificate ............................... .4, 35
Note Certificate............................4, 35 Non-U.S. Holder..........
Non-U.S. ............... 123
Holder............................................. 123
Income Note
Income Payment Account
Note Payment .......................66
Account ................... 66 Note Agents
Note Agents ............... ................ 25
..................................................... 25
Income Note
Income .................................A-11
Registrar..............
Note Registrar A-11 Note Calculation
Note Agent. ............................. 25, 63
Calculation Agent..............................25, 63
Income Notes
Income Notes ...............................................
................ .... 2, 2, 25
25 Note Interest Amounts..................................63
Note Interest Amounts ..................................... 63
Income Notes
Income Purchase and
Notes Purchase Transfer Letter.....8
andTransfer Letter ..... 8. Note Interest Rates
Note Interest .................. 29
Rates .......................................... 29
Income Notes
Income Redemption Price
Notes Redemption .....................66
Price ................. 66 Note Paying Agent........
Note Paying ....... 25
Agent.. ......................................... 25
Indenture..............
Indenture ......... 2,
......•............................................... 2, 25
25 Note Paying Agents......
Note Paying ....... 26
Agents ......... ,............................... 26
indirect participants
indirect participants ..........................................
............ ...... 85 85 Note Registrar....
Note .................. 25
Registrar .................................................. 25
Initial Purchaser
Initial ...........
Purchaser :........................................ ....... 1,134 1, 134 Note Transfer Agent
Note Transfer .................. 25
Agent ........................................ 25
Interest Accrual
Interest Accrual Period...... ...... 29,
Period ............................... 29, 6262 Noteholder .......................... A-
Noteholder ................................................... 2
A-10
Interest
Interest Calculations .........................................
Calculations..................................... 64
64 Notes ................
Notes .... ....................... 2,25
~ ....................................................... 2, 25
Interest Proceeds
Interest Proceeds .......... ........... A-11
......................................... A-ll OID.................. ..... 124
010 ................................................................. 124
Shortfall ........................................... A-i
Interest Shortfall.......................................
Interest A-111 Optional Redemption
Optional Redemption ........ ................................. 32, 67
........ 32, 67
Amount... ........................... A-11
Shortfall Amount..........................
Interest Shortfall
Interest A-ll Optional. Redemption
Optional. Liquidation .......... 32, 67
Redemption by Liquidation..........32, 67
Interest Shortfall
Interest Shortfall Cap ................................... A-11
Cap ................................ A-11 Redemption by Refinancing
Optional Redemption
Optional Refinancing ........ 32, 67
........32, 67
Shortfall Cap
Interest Shortfall
Interest Amount... ................... A-11
Cap Amount................... A-l1 Redemption Date
Optional Redemption ..............................32
Date .......................... 32
Interest Shortfall
Interest Payment Amount
Shortfall Payment .............. A-11
Amount .......... A-ll Outstanding Principal Amount.. ................... A-1
Principal Amount.................. A-13 3
Interest Shortfall
Interest Reimbursement ............
Shortfall Reimbursement ................ A-11A-11 Ratios ......................... A-1
Overcollateralization Ratios...................... A-14 4
Shortfall Reimbursement
Interest Shortfall
Interest Reimbursement participants ....................................................... 83
participants................................................... 83
Payment.
Paym ...................................................A-11
ent................................................. A-11 Parties in
Parties in Interest
Interest.............. ............ 130
........................................... 130
Shortfall Reimbursement
Interest Shortfall
Interest Reimbursement ...................... 26
Paying Agents .................................................. 26
Payment Amount
Payment Amount ......... ........... A-11
...................................... A-11 Payment Account..........
Payment .......... 95
Account.. ........................................... 95
Interest Shortfall Reserve Account
Interest Shortfall ..............A-11
Account .......... A-l1 Payment Date
Payment Date .............. ..... 2,
.................................... 28, A-i4
2, 28, A-14
Act... ................................ 1
Investment Company Act..............................
Investment Payment Report...........
Payment ...... 33,105
Report ....................................... 33, 105
...................................................... ;.......... 123
. IRS ................................. 123 Payment Requirement ............... A-i
Requirement ................................. A-14 4
ISOA .................................................................46
ISDA.................................46 PFICs ............................................................. 126
PICs................................ 126
ISIN ................................................................
ISIN .................................. ........ 134
134 Physical Settlement Amount..................
Physical Settlement Amount... ............... 98, 98, A-14
A-14
Issue .............................................................
Issue.......................... ....A-11
A-11 Physical Settlement Date
Physical Settlement Date...........................A-
............................. A-14 4
Issuer .......................... 2,
............................................................
Issuer................ 2. 24 PK
PIK Bond. ....................
Bond ...................................................... .... A-14
A-14
........
Issuer Administrator ......................................... .......... 24 Plan Asset
Plan Regulation..................130
Asset Regulation ................................... 130 .
Issuer
Issuer Ordinary Shares ............................ 24, 120
Shares............................24, 120 Plan
Plan Assets Amo........................... 8,
Assets ................................................ 130
8, 130
Issuers ..........................................................
Issuers....................... ...... 2,
2. 24
24 Plans ........
Plansical .Sette .............................
.............................................................. 129
129
UBOR .................................................•.............
LIBOR............... ................. 63 Balance ......................................... A-14
Principal Balance...................
Principal A-14
UBOR Determination Date ..............................
LIBOR Determination ......................... 63
63 Principal Note
Principal Paying Agent...................25
Note Paying Agent ............................ 25
Liquidation Proceeds.................................
Proceeds .................................... A-12 A-12 Principal. ....................................... A-i
Proceeds .......................
Principal Proceeds A-14 4
Listing and Paying Agent.............................
Agent ., ............................... 81 81 Principal Shortfall Amount...........................
Principal Shortfall Amount ........................... A·15 A-1
Majority.........................
Majority ......................................................... A-12 A-12 Principal Reimbursement ..............
Shortfall Reimbursement
Principal Shortfall ........... A-15 A-1i
.......
Mandatory Redemption .................................... ......... 33 Principal Shortfall
Principal Reimbursement
Shortfall Reimbursement
..............
Market Value ................................................ ....... A-12 A-12 Payment ...................................................
Payment. Reimburn........................... A-15 A-15
Master Agreement........................................96
Agreement.. .......................................... 96 Principal Shortfall Reimbursement
Principal Shortfall Reimbursement
Master Confirmation ......................................... 96
Confirmation..................................... Amount .................
Payment Amount.. .................................... A-15 A-15
Minimum Bid
Minimum Amount................................
Bid Amount ................................... A-12 A-12 Payments.....................................
Priority of Payments ......................................... 70 70
Moody's
M oody's ..............................................................
.......................................................... 11 ................. ............. 15
Proceeds .......................................................... 15
Moody's Rating ............................................
....................................... A-13
A-13 PTCE ........................... 130
PTC E .............................................................
................ 130
Cumulative Expected
"Idealized' Cumulative
Moody's "Idealized" Purchase ................ 134
Purchase Agreement ..................................... 134
loss
Loss Rate .................................................. A-13
Rate...................... A-13 Qualified Institutional ......... 3,
Institutional Buyer ..................... 3,7,19
7, 19
Moody's
Moody's First Rating Rating Trigger Qualified Purchaser .............. 3,
Purchaser ................................. 3,8,19
8, 19
ReqUirements '" ......................................... A-12
Requirements...................... A-1 2 Quarterly Asset
Quarterly Amount.....
Asset Amount... ...... A-16
........... :................ A-16
Moody's
Moody's First Trigger Required Ratings
Trigger Required Ratings....... A-13
....... A-13 Rating Agencies.........
Rating Agencies ............... 1
.................................................
Moody's Recovery Rate
Moody's Rate ...............................
............................... A-13 A-13 Rating Agency ............. A-16
Condition .............................
Agency Condition A-16
Moody's
Moody's Second Rating Trigger
Rating Trigger Redemption Date .................. A-16
Date ......................................... A-16
Requirements
Requirements ...........................................
....................................... A-13
A-13 ...... ....... A-16
Redemption Price ........................................ A-16
Moody's Second Trigger
Moody's Second Required
Trigger Required Reference Banks
Reference .................... 63
Banks ............................................. 63
Ratings ...................................................... A-13
Ratings............................... A-13 Reference Date
. - Reference Date....................90
................................................ 90
Outstanding Portfolio
Net Outstanding
Net Collateral
Portfolio Collateral Reference Entity
Reference .......................................... A-166
Entity.......................A-1
Balance
Balance .....................................................
.................. A-13
....... A-13 Reference Obligation.....................
Reference Obligation ................................... A-16 A-i 6

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ReferenceObligation
Reference ObligationCalculation
CalculationPeriod.....A-1
Period ..... A-16 6 ShareTrustee
Share Trustee........... ........... 24
.................................................. 24
ReferenceObligation
Reference ObligationCoupon..................A-16
Coupon ...................... A-16 CalculationAmount
SingleBBCalculation
Single .......................A-17
Amount................... A-17
ReferenceObligation
Reference ObligationNotional Amount... .....A-1
NotionalAmount........ A-166 Single Asset.. .................................A-17
RatedAsset...................................
SingleBBRated A-17
ReferenceObligation
Reference ObligationPayment PaymentDate ...........A-1
Date........... A-166 Stated Maturity ..................................... 30.64,
StatedMaturity.....................................30, 64.65 65
ReferenceObligation
Reference ObligationPrincipal Principal LossAmount
StatisticalLoss
Statistical ...............................A-17
Amount.............. A-17
AmortizationAmount.........
Amortization Amount. ................................ ........ A-16 A-16 SupraM
Supra Majority ...............................................A-17
ajority............................................... A-17
ReferenceObligation
Reference ObligationPrincipal Payment ..... A-1'6
PrincipalPayment.....A-1'6 SyntheticSecurity
Synthetic ........................................A-17
Security.................................... A-17
ReferenceObligor
Reference Obligor ........................................
............. ..... A-16A-16 Synthetic SecurityCollateral........................96
SyntheticSecurity Collateral ............................ 96
Reference
Reference Price
Price ................
.............. : ...........
.......................... A-16
A-16 SyntheticSecurity
Synthetic CollateralAccount..........96
SecurityCollateral Account.. ............ 96
RefinancingProceeds
Refinancing Proceeds........ ................................
....... 32,32. 67 67 SyntheticSecurity
Synthetic ..................A-18
Counterparty..............
SecurityCounterparty A-18
Registered ....................................................A-17 A-17 SynthetiCSecurity
Synthetic Payment.. ...A-1
Termination Payment.....
SecurityTermination A-188
Registered................................................
Regulation S......................................
Regulation ..... 1l
S ....................................................... Event .....................................................A-1
Tax Event................................................
Tax A-188
Regulation SS Class
Regulation Class D 0 Notes.........................10
Notes............................. 10 Tax Redemption
Tax Redemption ..................... 31. 66
.................. 31,
..... . ... :................... 66
Regulation S
Regulation S Income
Income Notes .............................19
Notes ......................... 19 Redemption Date
Tax Redemption
Tax ......................................66
Date.................................. 66
Regulation S
Regulation S Notes ......................................8,19
Notes ...................................... 8. 19 Temporary Regulation SS Global
Temporary Regulation Global Note..........34
Note .............. 34
Regulation S
Regulation Securities ................................ 3. 19
S Securities.............................3, 19 Conditions ............................ 2. 26,
and Conditions............................2,
Terms and
Terms 26. 60
60
Relevant Amount.. ........................................A-17
Relevant Amount..................................... A-17 Amount .....................66,
Redemption Amount.....................
Total Redemption
Total 66. A-18
A-18
Relief Act..........
Relief ......................... 51
Act .......................................................... 51 Transaction Documents....................26
Transaction Documents ................................... 26
Replacement
Replacement Cashflow Cashflow Swap
Swap Agreement
Agreement .....
..... 107
107 Transaction-Specific Cash
Transaction-Specific Cash Flow Flow Model...........89
Model ........... 89
Replacement Manager
Replacement Manager Conditions.................118
Conditions ................. 118 Transfer Agents
Transfer ...............................................26
Agents ........................................... 26
Reserved Matters .............................................78
Reserved Matters......................................... 78 Transfer Date
Transfer ...................................................95
Date ................................................ 95
Residential Mortgage-Backed
Residential Mortgage-Backed Securities.....A-17
Securities .., .. A-17 Treasury................................................. 60. A-18
Trea·sury ..................... : ........................... 60, A-l'8
RMBS :....................................................
BS ................. . ................... 50, 50. A-17 A-17 Triple C
Triple C Calculation Amount. ....................... A-1
Calculation Amount..................... A-188
RM
RSA421-B .........................................................
RSA 421 -B ..................................... 4 Triple CCRated AsseL .................................. A-18
Rated Asset................................ A-18
Rule 144A.............................3
Rule 144A........................................................... 3 Trustee ......................................................... 2,
Trustee..................................................... 2. 25
25
Rule 144A
Rule 144A GlobalGlobal Notes.....
Notes ....................................... 3. 3 3434 U.S. Dollars.........................6
U.S. Dollars ........................................................ 6
Rule 144A
Rule 144A Notes ............... 7
................................................
Notes ............. U.S. Holder
U.S. ....................... 123
Holder .................................................... 123
S&P........................... ........... 1
S&P .................................................................... U.S. Person..............
U.S. .......... 34
Person ...................................................... 34
S&P Rating.............................................. A-17
S&P Rating ................................................... A-17 Resident.....
U.S. Resident. ................. 135
................................................ 135
S&P Recovery
S&P ..................................... A-17
Recovery Rate ..................................... A-17 U.S. Shareholder ........................................... 127
U.S. Shareholder................... 127
Sale
Sale Proceeds
Proceeds ..............................................
................ .... A-17A-17 U.S.$ .................................... :.............................. 6
Scheduled PaymentPayment Date 36 USA PATRIOT AcL Act....................... 60
Scheduled Date ................................
........................... USA PATRIOT ......................................... 60
Scheduled Termination Writedown...... ........................... 99 99
Scheduled Termination Date Date .,......................
......................... 97 Writedown ........................................................
A-38
SEC ............................. ;.................................... 55 Writedown
Writedown Amount.. ...................
Amount. ..................................... A-18
SEC.................................55
Secured
Secured Obligations ......................................... 33
Obligations..................................... Writedown Reimbursement ......................... A-188
Wrtedown Reimbursement........................A-1
Secured 33, 61 61 Writedown Reimbursement Amount..
Writedown Reimbursement Amount...........A-
.......... A-18
Secured Parties
Parties ..........................................
................... 33.
Writedown Reimbursement Payment
Securities ..................................................
Securities................. ..... 1.1,2. 2, 26 Writedown Reimbursement Payment
Securities
Securities Act ........ 11
Act .....................................................
............... Amount ...............
..................................................... A-1 8
......... A-18
Securities Intermediary
Securities Intermediary ................................
.............. 2. 25
2, 25 Reserve Amount.
Writedown Reserve Amount..................... A-18
....................... A-18
SFA
SFA .......................................
..................... ;........................
.... ................ 136 136

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Footnote Exhibits - Page 5602

APPENDIXA
APPENDIX A .
Certain Definitions
Certain Definitions

"Accounts" means
"Accounts" the Collection
collectively, the
means collectively, the Payment
Account, the
Collection Account, the Expense
Account, the
Payment Account, Expense
Reserve Account, the
.Reserve Account, Swap Termination
Cashflow Swap
the Cashflow Account, the
Receipts Account,
Termination Receipts Swap Replacement
Cashflow Swap
the Cashflow Replacement
Account, the Cashflow
Account, the Collateral Account,
Swap Collateral
Cashflow Swap the Default
Account, the Swap Collateral
Default Swap the Synthetic
Account, the
Collateral Account, Synthetic
Security
Security Collateral
Collateral Account
Account and
and the
the Collateral
CollateralAccount.
Account. .

"Actual Amount" means


Interest Amount'
"Actual Interest means with respect to
with respect any Reference
to any Payment Date,
Obligation Payment
Reference Obligation Date,
payment
payment by
by or
or on
on behalf
behalf of
of the
the Reference
Reference Entity
Entity of
of an
an amount
amount in
in respect
respect of
of interest
interest due
due under
under the
the
Reference Obligation (including,
Reference Obligation limitation, any
without limitation,
(including, without interest or
deferred interest
any deferred or defaulted relating to
interest relating
defaulted interest to
the Synthetic Security
the Synthetic payments in
excluding payments
but excluding
Security but respect of
in respect of prepayment yield maintenance
penalties, yield
prepayment penalties, maintenance
provisions or
provisions or principal, except that
principal, except the Actual
that the Interest Amount
Actual Interest shall include
Amount shall payment of
any payment
include any of principal
principal
representing capitalized
representing capitalized interest) to the
interest) to holder(s) of
the holder(s) the Reference
ofthe Obligation in
Reference Obligation respeCt of
in respect the Reference
of the Reference
Obligation.
Obligation.
"Actual Principal Amount"
"Actual Principal means, with
Amount" means, respect to
with respect the Final
to the Amortization Date
Final Amortization or the
Date or legal final
the legal final
maturity date
maturity of any
date of Obligation, the
Reference Obligation,
any Reference amount paid
the amount day by
such day
on such
paid on by or behalf of
on behalf
or on the Reference
of the Reference
Entity in
Entity respect of
in respect of principal (excluding any
principal (excluding capitalized interest)
any capitalized to the
interest) to holder(s) of
the holder(s) the Reference
of the Reference
Obligation in respect
Obligation in respect of
of the
the Reference
Reference Obligation. .

"Actual means with respect to


Rating" means
"Actual Rating" any Collateral
to any Asset or
Collateral Asset or Eligible Investment, the
Eligible Investment, the actual
actual
expressly
expressly monitored
monitored outstanding
outstanding public
public rating
rating assigned by
by a Rating Agency
Agency without
without reference
reference to
to any
any other
other
rating by
rating by another Rating Agency, and which rating by its terms addresses
another Rating addresses the scope of
full scope
the full the payment
of the payment
promise of
promise of the
the obligor
obligot on
on such Collateral Asset
such Collateral after taking into account any
Eligible Investment, after
Asset or Eligible any
applicable guarantee
applicable guarantee or insurance policy or If
or insurance Agency, any
trom a Rating Agency,
rating is available from
If no such rating any "credit
"credit
estimate" or
estimate" "shadow rating"
or "shadow assigned by such Rating Agency. For purposes of this definition, (i)
rating" assigned (i) the
the
rating of "Aaa"
rating of assigned by Moody's to a Collateral
"Aaa" assigned placed on
Investment placed
Collateral Asset or an Eligible Investment watch for
on watch for
possible downgrade by
possible downgrade by Moody's
Moody's will downgraded by Moody's by
deemed to have been downgraded
be deemed
will be by one
one
subcategory
subcategory and any other rating assigned
and any Moody's to a Collateral Asset or
aSSigned by Moody's or anan Eligible Investment
Eligible Investment
placed
placed on watch for
on watch downgrade by Moody's will be deemed to have been
for possible downgrade downgraded by
been downgraded by
Moody's by
Moody's by two subcategories, (ii)
two subcategories, (ii) the rating assigned by by S&P to Asset or
Collateral Asset
to aa Collateral or an Eligible
an Eligible
Investment placed on watch for possible downgrade
Investment placed deemed to have
downgrade by S&P will be deemed been downgraded
have been downgraded by by
S&P by one subcategory, and
S&P by one subcategory, and (iii) the rating assigned by Moody's or S&P to a
a Collateral
Collateral Asset
Asset or
or Eligible
Eligible
Investment
Investment placed watch for possible upgrade by such Rating Agency
on watch
placed on will be
Agency will deemed to
be deemed have been
to have been
upgraded
upgraded by by such
such Rating Agency by one subcategory.
Rating Agency .

"Adjusted
"Adjusted Net
Net Outstanding means, on any
Collateral Balance" means,
Outstanding Portfolio Collateral Determination Date,
any Determination the
Date, the
Net
Net Outstanding
Outstanding Portfolio
Portfolio Collateral reduced by the excess, if any,
Balance reduced
Collateral Balance any, of (i) the
of (i) product of
the product the
(a)the
of (a)
Statistical
Statistical Loss
Loss Amount
Amount and lesser of
(b) the lesser
and (b) and aa fraction
of 11 and numerator of
the numerator
fraction the which isis
of which
U.S.$1,OOO,OOO,OOO
U.S.$1,000,000,000 and denominator of
the denominator
and the which isis the Net
of which Portfolio Collateral
Outstanding Portfolio
Net Outstanding Balance as
Collateral Balance as
of such Determination Date over
of such Determination Date over (ii)
(ii) the product
product of
of (a)
(a) U.S.$
U.S.$ 3,750,000
3,750,000 and
and (b)
(b) the
the lesser
lesser of
of 1
1 and
and aa
fraction
fraction the
the numerator
numerator of which isis the
of which· Net Outstanding
the Net Portfolio Collateral
Outstanding Portfolio Balance as
Collateral Balance such
of such
as of
Determination Date and
Determination Date denominator of
and the denominator which isisU.S.$
of which 1,000,000,000.
U.S.$ 1,000,000,000.
"Administrative
"Administrative Expenses" means amounts
Expenses" means indemnities) due
(including indemnities)
amounts (including due or accrued with
or accrued respect to
with respect to
any Payment Date and payable by the
any Payment Date and payable by the Issuer
Issuer and/or
and/or the
the Co-Issuer
Co-Issuer to
to (i)
(i) the
the Trustee
Trustee pursuant
pursuant to
to the
the
Indenture
Indenture or or any
any co-trustee pursuant to
appointed pursuant
co-trustee appointed to the Indenture, the
the Indenture, Collateral Administrator
the Collateral pursuant to
Administrator pursuant to
the
the Collateral
Collateral Administration Agreement and
Administration Agreement and thethe Fiscal pursuant toto the
Agent pursuant
Fiscal Agent the Fiscal Agreement;
Agency Agreement;
Fiscal Agency
(ii)
(ii)the
the Issuer
Issuer Administrator
Administrator pursuant
pursuant to to the Agreement; (iii)
Administration Agreement;
the Administration (iii) the accountants,
independent accountants,
the independent
agents
agents (including
(including the Note Agents
the Note under the
Agents under Indenture and
the Indenture Income Note
the Income
and the Registrar) and
Note Registrar) counsel of
and counsel the
of the
Issuer for fees and expenses (including amounts payable in
Issuer for fees and expenses (including amounts payable in connection
connection with
with the
the preparation
preparation of
of tax
tax forms
forms
on behalf of
on behalf of the
the Issuers);
Issuers); (iv) the Collateral
(iv)the pursuant to
Manager pursuant
Collateral Manager to the Collateral Management
the Collateral Agreement
Management Agreement
(other
(other than
thanthe the Collateral Management Fee);
Collateral Management Fee); (v)(v)the Agenciesfor
Rating Agencies
the Rating fees and
for fees expenses ininconnection
and expenses connection
with any rating or credit estimate (including the fees
with any rating or credit estimate (including the fees payable
payable to
to the
the Rating
Rating Agencies
Agencies for
for the
the monitoring
monitoring of
of

A-1
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Footnote Exhibits - Page 5603

anyrating
any rating ororcredit estimate)ofofthe
creditestimate) includingfees
Notes,including
theNotes, feesand expenses, ififany,
andexpenses, any, due accruedinin
dueororaccrued
connection with any rating of the Collateral Assets;
connection with any rating of the Collateral Assets; (vi)
(vi) any
any other
other person
person inin respect
respect of
of anyanygovemmental
governmental
fee,charge
fee, chargeorortax taxininrelation
relationtotothe Issuerororthe
theIssuer Co-Issuer;(vii)
theCo-Issuer, liquidator(s)ofofthe
theliquidator(s)
(viQtotothe Issuerfor
theIssuer forthe
the
feesand
fees liquidatingthe
expensesofofliquidating
andexpenses theIssuer followingthe
Issuerfollowing redemption of all of the Notes; (viii) anystock
theredemption of all of the Notes; (viii) any stock
exchangelisting
exchange listingany Securitiesatatthe
anySecurities requestofofthe
therequest Issuer;and
theIssuer, and(ix)(ix)any otherperson
anyother respectofofany
personininrespect any
other fees
other fees oror expenses
expenses (including
(including indemnities
indemnities and
andfees
'fees relating
relating totothe
the provision
provision of
ofthe
the Issuers
Issuer'S registered
registered
office) permitted
office) permitted under under the Transaction Documents;
the Transaction provided that
Documents; provided that Administrative Expenses shall
Administrative Expenses shall not
not
include. (a) any
include (a)any amounts amounts due
due ororaccrued
accrued with
with respect
respect to
to the
the actions
actions taken
taken on
on ororin
in connection
connection with
with the
the
ClosingDate,
Closing Date,(b) (b)amounts
amountspayable
payablein respectofofthe
inrespect Notesand
theNotes andthe IncomeNotes,
the Income Notes, (c) amountspayable
(c)amounts payable
under any Cashflow Swap
under any Cashflow Swap Agreement Agreement and
and (d)
(d) any
any Collateral
Collateral Management
Management Fee
Fee payable
payable pursuanttotothe
pursuant the
Collateral
Collateral Management
Management Agreement
Agreement
"AggregateAmortization
"Aggregate AmortizationAmount"Amount" means, means,with respectto
with respect Determination Date,
anyDetermination
to any Date, the excess, ifif
theexcess,
any, of (i) the par amount of Default Swap Collateral
any, of (i) the par amount of Default Swap Collateral and
and Eligible
Eligible Investments
Investments and
and cash
cash from
from principal
principal
payments received thereon,
payments received thereon, on deposit on deposit in
in the
the Default
Default Swap
Swap Collateral
Collateral Account
Account over
over (ii)
(ii)the
the sum
sum of
of (a)the
(a) the
ReferenceObligation
Reference Obligation Notional Amountand
NotionalAmount and (b) the par
(b) the valueof
parvalue DeliverableObligations.
anyDeliverable
ofany Obligations.

"Aggregate Calculation
"Aggregate Calculation Amount
Amount ofof Defaulted Obligations and
Defaulted Obligations and Deferred PIK Bonds"
Interest PIK
Deferred Interest Bonds"
means the least
means the least of of (a)
(a) the
the Aggregate
Aggregate Moody's
Moody's Recovery
Recovery Value
Value of
of all
all Defaulted
Defaulted Obligations
Obligations and
and Deferred
Deferred
Interest PIK
Interest PIK Bonds,
Bonds, (b)(b) the Aggregate S&P
the Aggregate Recovery Value
S&P Recovery of all
Value of Defaulted Obligations
all Defaulted and Deferred
Obligations and Deferred
Interest PIK Bonds, and
Interest PIK Bonds, and (c)the (c) the aggregate
aggregate of
of the
the Market
Market Values
Values of
of all
all Defaulted
Defaulted Obligations
Obligations and Deferred
and Deferred
Interest PIK
Interest PIK Bonds.
Bonds.

"Aggregate Moody's
"Aggregate Moody's Recovery means, with
Value" means,
Recovery Value" to Defaulted
respect to
with respect and Deferred
Obligations and
Defaulted Obligations Deferred
Interest PIK Bonds, the aggregate of
Interest PIK Bonds, the aggregate of (a) (a) the
the Moody's
Moody's Recovery
Recovery Rate
Rate for each
each such
such asset
asset multiplied by
multiplied by
(b) the
(b) the Principal
Principal Balance of such asset.
Balance of asset.

"Aggregate Outstanding
"Aggregate Outstanding Amount" means, with
Amount" means, the Notes
to any of the
with respect to Notes, the
Income Notes,
Notes or Income the
aggregate principal amount of such
aggregate principal amount of such Notes or
or Income Notes
Notes at the date
date of
of determination.
determination.

"Aggregate Principal
"Aggregate Amount" means the aggregate
Principal Amount" Balances of
Principal Balances
aggregate of the Principal all Collateral
of all Collateral
and the amount of any cash which
Assets and Eligible Investments purchased
Assets and Eligible Investments purchased with Principal Proceeds and the amount of any cash which
constitutes Principal Proceeds.
constitutes Principal Proceeds.
"Aggregate Recovery Value" means the sum of, with respect to to each Obligation
Defaulted Obligation
each Defaulted
"Aggregate S&PS&P Recovery
Defaulted Obligation
and each Deferred Interest PIK Bond
and each Deferred Interest PIK Bond of the lesser of (a)
(a) the Market
Market Value
Value for
for such
such Defaulted Obligation
or Deferred Interest PIK Bond,
Bond, as
as applicable, and (b)
(b) the
the S&P Recovery
Recovery Rate
Rate for
for such
such Collateral
Collateral Asset
Asset
or Deferred Interest PIK
multiplied
multiplied by
by the
the Principal
Principal Balance of such
Balance of Collateral Asset. .
such Collateral
"Applicable means, on any day,
on any percentage equal
day, aa percentage equal to divided by
to AA divided by B, where "A"
B,where "A"
"Applicable Percentage"
Percentage" means,
and the
means the product
means the product of the of the Initial
Initial Face
Face Amount (as
(as such
such term
term is
is defined
defined in
in the
the Master
Master Confirmation)
Confirmation) and the
Initial
Initial Factor
Factor (as
(as such
such term defined ininthe
term isisdefined Confirmation) as
Master Confirmation)
the Master decreased on
as decreased each Delivery
on each Delivery Date by Date by
an amount equal to (a) the outstanding principal
an amount equal to (a) the outstanding principal balance
balance of
of Delivered
Delivered Obligations
Obligations delivered
delivered to
to the
the Issuer
Issuer
(as Amount, ififany) divided by
any) divided Factor (as
Current Factor
the Current
by the such term
(as such the
defined ininthe
term isisdefined
(as adjusted
adjusted by by the
the Relevant
RelevantAmount,
term is defined in the Master
Master Confirmation) on such day multiplied by (b)the
Master Confirmation) on such day multiplied by (b) the Initial
Initial Factor
Factor (as
(as such
such term is defined in the Master
Confirmation)
Confirmation) and andwhere
where "B" means the
"B"means product of
the product ofthe Original Principal
the Original Amount (as
Principal Amount such term
(as such defined
term isisdefined
ininthe
the Master
Master Agreement)
Agreement) of the related
of the Obligation and
Reference Obligation
related Reference and the Factor (as
Initial Factor
the Initial (as such term isis
such term
defined in the Master Confirmation); (a)as
defined in the Master Confirmation); (a) as increased
increased byby the
the outstanding
outstanding principal
principal balance
balance of
of any
any further
further
issues by the Reference Entity
Entity that
that are
are fungible
fungible with
with and
and form
form part
part of
of the
the same
same legal
legal series
series as the
as the
issues by the Reference
Reference
Reference Obligation;
Obligation; andand (b) (b)asas decreased
decreased by cancellations of
any cancellations
by any of some or all of the
some or all of the outstanding outstanding
principal amountofofthe
principalamount therelated
relatedReference resulting from
Obligationresulting
ReferenceObligation purchases ofofthe
from purchases Obligation
ReferenceObligation
theReference
byby or
oron
on behalf
behalf of
ofthe
the Reference
Reference Entity.
Entity. .

"Applicable
"Applicable Recovery
Recovery Rate"
Rate" means, respecttoto any
with respect
means, with Asset on
Collateral Asset
any Collateral Determination
any Determination
on any
Date, the lesser of the Moody's Recovery
Date, the lesser of the Moody's Recovery Rate
Rate and
and the
the S&P
S&P Recovery
Recovery Rate.
Rate.

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TreatmentRequested Sachs
GoldmanSachs GS MBS-E-021825514
GSMBS-E-02182SS14
Footnote Exhibits - Page 5604

Securities" or
"Asset-Backed Securities"
"Asset-Backed or "ABS means any
Securities" means
"ASS Securities" any obligation that is
obligation that that is
security that
is aa security is
primarilyserviced
primarily by the
serviced by cash flows
thecash ofaadiscrete
flowsof pool of
discretepool receivables or
ofreceivables orother financial assets,
otherfinancial eitherfixed
assets, either fixed
or revoMng and
or revoMng that,.by
andthat, its terms,
by its converts to
terms, converts cash within
to cash timeperiod.
finite time
within aafinite period.

"Auction Payment Date"


"Auction Payment means the
Date" means Auction Date
the Auction on which
Date on the Notes
which the and Income
Notes and Notes are
Income Notes are
whole in
in whole
redeemed in
redeemed connectionwith
in connection successfulAuction.
with aasuccessful Auction.

"Board of
"Board Directors" means,
of Directors" respect to
with respect
means,with to the or the
Issuer or
the Issuer Co-Issuer, the
the Co-Issuer, directors of
the directors the Issuer
ofthe Issuer
or the Co-Issuer, as applicable, duly
or the Co-Issuer, as applicable, duly appointed
appointed by
by the
the shareholders
shareholders or
or the
the directors
directors of
of the
the Issuer
Issuer or
or the
the
Co-Issuer, as applicable.
Co-Issuer, as applicable.

"Calculation means, (1)


Amount" means,
"Calculation Amount" (I) with respect to
with respect any Defaulted
to any Obligation or
Defaulted Obligation Interest PIK
Deferred Interest
or Deferred PIK
related to
not related
Bond not
Bond to a Security, the
Synthetic Security,
a Synthetic lesser of
the lesser (a) the
of (a) Value of
Market Value
the Market of such Defaulted Obligation
such Defaulted Obligation
or Deferred
or Interest PIK
Deferred Interest Bond or
PIK Bond (b) the
or (b) Recovery Rate
Applicable Recovery
the Applicable multiplied by
Rate multiplied the Principal
by the Balance of
Principal Balance of
such Defaulted Obligation
such Defaulted or Deferred
Obligation or Deferred'interest Bond and
PIK Bond
Interest PIK and (II) respect to
with respect
(II) with to any Defaulted Obligation
any Defaulted Obligation
or Deferred
or PIK Bond
Interest PIK
Deferred Interest related to
Bond related to a Synthetic Security,
a Synthetic lesser of
the lesser
Security, the (a) the
of (a) lesser of
the lesser of (x) the Market
(x) the Market
Value of
Value the related Reference
of the Obligation and
Reference Obligation (y) the
and (y) Value of
Market Value
the Market the Synthetic
of the Security and
Synthetic Security (b) the
and (b) the
Applicable Recovery Rate multiplied by
Applicable Recovery Rate multiplied by the Principal
Principal Balance
Balance of
of such Defaulted
Defaulted Obligation
Obligation or
or Deferred
Deferred
Interest Bond. For
PIK Bond.
Interest PIK For purposes of determining the
of determining Amount, the
Calculation Amount,
the Calculation the Principal Balance of
Principal Balance of aa
Defaulted Obligation shall be
Defaulted Obligation deemed to
be deemed to be outstanding principal amount
be its outstanding and the
amount and Balance of
Principal Balance
the Principal of
aa Deferred Interest PIK
Deferred Interest Bond shall be deemed
PIK Bond deemed to be its outstanding
to be principal amount
outstanding principal regard to
without regard
amount without to
deferred or capitalized interest.
any deferred
any
"Cashflow Swap
"Cashflow means, any cash, securities or
Collateral" means,
Swap Collateral" or other delivered and/or
other collateral delivered and/or
pledged by the
pledged by the Cashflow
Cashflow Swap
Swap Counterparty
Counterparty to
to or for the benefit of the
the Issuer,
Issuer, including,
including, without
without
limitation, any upfront payment or delivery of securities made
payment of cash or by the Cashflow
made by Swap Counterparty
Cashflow Swap Counterparty
to or secure its payment obligations pursuant to the
satisfy or
to satisfy Cashflow Swap
the terms of the related Cashflow Swap
Agreement.
"Cashflow Amount" means, with respect to the Cashflow
"Cashflow Swap Receipt Amount" Swap Agreement
Cashflow Swap Agreement and any
and any
Payment Date,
Payment Date, any Cashfiow
Cashflow Swap Agreement
Agreement receipts, including any other
other amounts so
so payable
payable in
in
termination of any Cashflow Swap Agreement.
respect of a termination
"Cashflow Swap Shortfall Replacement
"Cashflow the amount
Replacement Amount" means the by which
amount by the costs
which the of
costs of
entering into aa Replacement Cashflow Swap Agreement exceed the
Agreement exceed available therefor
funds available
the funds in the
therefor in the
Cashflow
Cashflow Swap Termination Receipts Account.
"Cashflow Swap Shortfall Amount" has the meaning set forth
"Cashflow inthe
forth in Cashflow Swap
the Cashflow Agreement.
Swap Agreement.

"Cashflow Swap Termination Receipts" means any payable by


any amount payabl~ Swap
Cashflow Swap
by aa Cashflow
Counterparty
Counterparty to the Issuer Cashflow Swap Agreement.
Issuer upon termination of aa Cashflow
Securities" means
"CDO Securities"
"COO collateralized debt obligations (including,
means the collateralized without limitation,
(including, without any
limitation, any
synthetic collateralized debt
synthetic any time
debt obligations) at any in the
deposit in
on deposit
time on the Collateral Account that
Collateral Account not
are not
that are
subject to withholding or similar
subject to withholding or similar taxes unless
unless the
the relevant issuer
issuer is
is required
required to
to make
make "gross
"gross up"
up" payments
payments
that
that cover the full
cover the taxes.
amount of any such taxes.
full amount
"CDO SS Note
"COO means COO
Securities" means
Note Securities" CDO Securities that,that, pursuant to the
pursuant to terms of
the terms related
the related
of the
underlying instruments,
underlying instruments, are
are senior
senior to
to all
all other
other securities
securities issued
issued in
in the
the related
related transaction
transaction and
and are
are entitled
entitled
to
to principal payments ininaccordance
principal payments with aafixed
accordance with payment schedule,
fixed payment which prinCipal
schedule, which payments are
principal payments paid by
are paid by
first, interest
applying, first,
applying, available, and
proceeds available,
interest proceeds principal proceeds
second, principal
and second, available.
proceeds available.

"Class" means
"Class" each class
means each of Notes
class of having the
Notes having same Stated
the same Maturity and
Stated Maturity same alphabetical
and same (but
alphabetical (but
not
not necessarily
necessarily numerical) designation of
numerical) designation of any
any of "S-1","S-2",
of "8-1", "S", "A-1a",
"S-2","S", "A-1b",
"A-la", "A-1b n
, "A-1c", A-Id","A-1",
"A-1c", A-1d", "A",
"A-1","A",
"B", "cn or
"B", "C"or "0"
"D" as
as a
a single
single class,
class, and
and the
the Income
Income Notes
Notes as
as a
a single
single class.
class. '

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Goldman Sachs MBS-E-021825515
GS MBS-E-021825515
GS
Footnote Exhibits - Page 5605

"ClassAAAdjusted
"Class AdjustedOvercollateralization means,with
Ratio"means,
OvercollateralizationRatio" respecttotoany
withrespect DeterminationDate,
anyDetermination Date,
the Adjusted Net Outstanding Portfolio
the Adjusted Net Outstanding Portfolio Collateral
CollateralBalance
Balance (for
(forthe
thepurposes
purposes ofofsuch
such calculation,the
calculation, the
Adjusted NetOutstanding
OutstandingPortfolio Balancewill
CollateralBalance
PortfolioCollateral includePrincipal
notinclude
willnot heldasascash
Proceedsheld
PrincipalProceeds cash
Adjusted Net
andEligible
and EligibleInvestments) dividedby
Investments)divided theAggregate
bythe OutstandingAmount
AggregateOutstanding theClass
Amountofofthe Notesand
A-1Notes
ClassA-1 andthe
the
Class A-2 Notes, after
after giving
giving effect
effect toto payments
payments to
to be
be made
made onon the
the succeeding
succeeding Payment
Payment Date
Date inin
Class A-2 Notes,
accordance with the Priority of Payments.
accordance with the Priority of Payments.

"ClassA-1
"Class A-1 Note
NotePayment Sequence"shall
PaymentSequence" meanthe
shallmean applicationofoffunds
theapplication respectofofthe
fundsininrespect theClass
Class
A-1 Notes, first, to the payment
A-1 Notes, first, to the payment of of principal
principal inin respect
respect ofof the
the Class
Class A-ia
A-1a Notes
Notes until
until the
the Aggregate
Aggregate
Outstanding Amount
Outstanding Amountthereof paidin
thereofisispaid second,totothe
full,second,
infull, thepayment principalin
paymentofofprincipal respectofofthe
inrespect ClassA-
theClass A-
lb Notes until the Aggregate Outstanding Amount thereof
1b Notes until the Aggregate Outstanding Amount thereofisis paid
paid in
infull,
full,third,
third, to
to the
thepayment
payment of
of principal
principal
inin respect ofthe
respect of the Class
ClassA-1cA-1c Notes until the
Notes until OutstandingAmount
Aggregate Outstanding
theAggregate Amountthereof paid in
thereofisis paid full and,
infull and,
fourth, to the payment of principal in respect of the Class A-id Notes until
fourth, to the payment of principal in respect of the Class A-1d Notes until the
the Aggregate
Aggregate Outstanding
Outstanding
Amountthereof
Amount thereofis ispaid
paidininfull.
full.

"Class A-la
"Class A-1a Note Redemption Price"
Note Redemption equal (i)
shall equal
Price" shall (i) the Aggregate Outstanding
the Aggregate Amount of
Outstanding Amount of the
the
Class A-la
A-1a Notes
Notesplus plus (ii) aeerued and
(ii) accrued and unpaid interestthereon
unpaid interest (including Defaulted Interest
thereon (including Defaulted Interest and interest and interest
Class
on Defaulted
on Interest, ififany)
Defaulted Interest, any) totobut excludingthe
butexcluding Redemption Date.
the Redemption Date.

"Class A-lb
"Class A-1b Note Redemption Price"
Note Redemption equal (i)
shall equal
Price" shall (i) the Aggregate Outstanding
the Aggregate Amount of
Outstanding Amount of the
the
Class A-ib
A-1b Notes
Notes plusplus (ii) accrued and
(ii) accrued and unpaid interest thereon
unpaid interest (including Defaulted Interest
thereon (including Defaulted Interest and interest and interest
Class
on Defaulted
on Defaulted Interest,
Interest, ifif any)
any) to excluding the
butexcluding
to but Redemption Date.
the Redemption Date.

"Class A-ic
"Class A-1c Note Redemption Price"
Note Redemption equal (i)
shall equal
Price" shall (i) the Aggregate Outstanding
the Aggregate Amount of
Outstanding Amount of the
the
(including Defaulted Interest and interest
Class A-1c Notes plus (ii) accrued and unpaid interest thereon
Class A-1c Notes plus (iQ accrued and unpaid interest thereon (including Defaulted Interest and interest
on Defaulted
on Defaulted Interest,
Interest, ifif any)
any) toto but excluding the
but excluding Redemption Date.
the Redemption Date.

"Class A-1d
"Class A-1d Note Redemption Price"
Note Redemption shall equal (i)
Price" shall (i) the Aggregate Outstanding
the Aggregate Amount of
Outstanding Amount of the
the
Class A-1d
A-1d Notes
Notes plusplus (ii) accrued and unpaid interest
(ii) accrued interest thereon (including Defaulted Interest and
Defaulted Interest and interest interest
Class
on Defaulted
on Interest, ifif any)
Defaulted Interest, any) to Redemption Date.
to but excluding the Redemption

"Class A-2
"Class A-2 Note Redemption Price" shall equal (i)
Note Redemption Amount of
Outstanding Amount
Aggregate Outstanding
(i) the Aggregate of the
the
plus thereon (including Defaulted Interest and interest on
Class A-2 Notes plus (ii) accrued and
Class A-2 Notes (ii) accrued and unpaid interest (including Defaulted Interest arid interest on
Defaulted Interest, if
Defaulted Interest, if any) to any) to but
but excluding the Redemption
Redemption Date. .

"Class
"Class BB Adjusted
Adjusted Overcollateralization
Overcollateralization Ratio" means, with respect respect to Determination Date,
any Determination
to any Date,
the Adjusted Net Outstanding Portfolio Collateral
the Adjusted Net Outstanding Portfolio Collateral Balance (for the purposes
purposes of
of such
such calculation,
calculation, the
the
Adjusted Net Outstanding Portfolio Collateral Balance
Balance will not include Principal
Principal Proceeds
Proceeds held
held as
as cash
cash
Adjusted Net Outstanding Portfolio Collateral Amount of Class AA Notes
the Class
of the Notes
and
and Eligible Investments) divided
Eligible Investments) divided by sum of
by the sum of the Outstanding Amount
the Aggregate Outstanding
and the Class B Notes, after giving effect to payments,
and the Class B Notes, after giving effect to payments, as
as applicable to be
be made
made on
on the
the succeeding
succeeding
Payment Date
Payment Date in inaccordance
accordance with with the
the Priority
Priority of Payments.
of Payments.
"Class
"Class BBNoteNote Redemption
Redemption Price" equal (Q
shall equal
Price" shall (i)the Aggregate Outstanding
the Aggregate Amount of
Outstanding Amount Class
the Class
of the
Notes, plus (ii)accrued interest thereon (including
BBNotes, plus (ii) accrued interest thereon (including Defaulted
Defaulted Interest
Interest and
and interest
interest on
on Defaulted
Defaulted Interest,
Interest,
ififany)
any) to,
to, but
but excluding,
excluding, the the Redemption
Redemption Date. Date.
"Class
"Class CCAdjusted
Adjusted Overcollateralization
Overcollateralization Ratio" means, with
Ratio" means, Determination Date,
any Determination
respect toto any
with respect Date,
the Adjusted Net Outstanding Portfolio Collateral Balance (for
the Adjusted Net Outstanding Portfolio Collateral Balance (for the
the purposes
purposes of
of such
such calculation,
calculation, the
the
Adjusted Net Outstanding Portfolio Collateral
Collateral Balance
Balance will
will not
not include
include Principal
Principal Proceeds
Proceeds held
held as as cash
cash
Adjusted Net Outstanding Portfolio ClassAA Notes,Notes,
and
andEligible Investments) divided
Eligible Investments) dividedby sum ofofthe
thesum
bythe OutstandingAmount
Aggregate Outstanding
theAggregate Amount ofofthe the Class
including Class C Deferred Interest, after giving effect to
the Class B Notes and the Class C Notes,
the Class B Notes and the Class C Notes, including Class C Deferred Interest, after giving effect to
payments, as applicable, to be made on
on the
the succeeding
succeeding Payment
Payment Date
Date in
in accordance
accordance with
with the
the Priority
Priority of
of
payments, as applicable, to be made
Payments.
Payments.
"Class
"ClassCCNote NoteRedemption
Redemption Price" equalthe
shallequal
Price"shall thesum OutstandingAmount
AggregateOutstanding
sumofof(i)(i)Aggregate Amountofofthe the
Class C Notes (including
Class C Notes (including any any Class
Class CC Deferred
Deferred Interest)
Interest) plus
plus (ii)
(ii) accrued
accrued interest
interest thereon
thereon (including
(including any
any
Defaulted DefaultedInterest,
onDefaulted any)totobut
Interest,ififany) excludingthe
butexcluding Redemption Date.
theRedemption Date.
DefaultedInterest
Interestand andany anyinterest
intereston

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.-
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Footnote Exhibits - Page 5606

"ClassD0 Adjusted
"Class AdjustedOvercollateralization Ratio"means,
OvercollateralizationRatio" respecttotoany
withrespect
means,with Determination Date,
anyDetermination Date,
theAdjusted
the Adjusted Net
Net Outstanding Portfolio Collateral
Outstanding Portfolio Balance (for
Collateral Balance the purposes
(for the calculation, the
such calculation,
purposes ofofsuch the
Adjusted Net
Adjusted NetOutstanding
OutstandingPortfolio
PortfolioCollateral Balancewill
Collateral Balance notinclude
willnot PrincipalProceeds
includePrincipal ascash
held as
Proceeds held cash
andEligible
and EligibleInvestments) dividedby
Investments)divided sumofofthe
thesum
bythe theAggregate OutstandingAmount
AggregateOutstanding ClassAANotes,
theClass
Amountofofthe Notes,
theClass
the Class BB Notes,
Notes,the
the Class Notesand
Class CCNotes theClass
and the Notes, including
Class D0 Notes, ClassCCDeferred
includingClass Interestand
Deferred Interest and
ClassD0 Deferred
Class DeferredInterest,
Interest,after payments, as
effecttotopayments,
givingeffect
aftergiving as applicable, made on
bemade
applicable,totobe thesucceeding
onthe succeeding
PaymentDate
Payment Dateininaccordance withthe
accordancewith PriorityofofPayments.
thePriority Payments.

0 Note
"Class D
"Class NoteRedemption Price"shall
RedemptionPrice" equalthe
shallequal sumof
thesum of(i)(Qthe Aggregate Outstanding
theAggregate Amountof
OutstandingAmount of
the Class
the Class D0 Notes
Notes (including
(includingany Class D
anyClass Deferred Interest)
0 Deferred plus (ii)
Interest) plus interest thereon (including
accrued interest
(iQ accrued thereon (including
any Defaulted
any Defaulted Interest
Interest and
and any
any interest
interest on Defaulted Interest,
on Defaulted any) to
Interest, ifif any) but excluding
to but the Redemption
excluding the Redemption
Date.
Date.
"Class D
"Class 0 Notes
Notes Amortizing Principal Amount"
Amortizing Principal means an
Amounf' means amount equal
an amount to the
equal to lesser of
the lesser (a) with
of (a) with
respect to the
the first
first Payment
Payment Date
Date U.S.
U.S. $200,000,
$200,000, and
and with
with respect
respect toto any
any other
other Payment
Payment Date
Date up
up to
to and
and
respect to
including the
including the Payment
Payment Date in March
Date in U.S.$100,000 and
2014, U.S.$100,000
March 2014, and (b) the remaining
(b) the balance of
prinCipal balance
remaining principal ofthe
the
Class 0 Notes (including
Class D Notes (including any
any Deferred
Deferred Interest
Interest and
and any
any Defaulted
Defaulted Interest
Interest and
and interest
interest thereon).
thereon).

"Class S-1
"Class S-1 Note Redemption Price"
Note Redemption shall equal
Price" shall (Q the
equal (i) Aggregate Outstanding
the Aggregate Amount of
Outstanding Amount of the
the
Class S-1
Class S-1 Notes,
Notes, plus
plus (ii)
(ii) accrued
accrued interest
interest thereon
thereon (including
(including Defaulted
Defaulted Interest
Interest and
and interest
interest on
on Defaulted
Defaulted
Interest, ifif any)
Interest, any) to,
to, but excluding, the
but excluding, Redemption Date.
the Redemption Date.

"Class S-1
"Class S-1 Notes
Notes Amortizing Principal Amount"
Amortizing Principal means, with
Amounf' means, respect to
with respect Payment Date
any Payment
to any Date
commencing with the Payment Date in December
commencing with the Payment Date in December 2007, the
the lesser
lesser of (a)
(a) U.S.$
U.S.$ 562,500.00,
562,500.00, plus the
plus the
.aggregate
aggregate amount
amount ofof any
any Class
Class S-1
S-1 Notes Amortizing Principal Amounts
Notes Amortizing were due on any prior
that were
Amounts that prior
Payment Date
Payment Date and
and not
not paid
paid on
on one
one or Payment Dates,
more prior Payment
or more plus accrued interest
Dates, plus at the
interest at Class S-1
the Class S-1
Note Interest Rate on
Note Interest Rate on any any such
such unpaid amount from the
the prior Payment Date
Date and
and (b)
(b) the
the Aggregate
Aggregate
Outstanding Amount of
Outstanding Amount the Class S-1 Notes.
of the .

"Class S-2
"Class S-2 Note Redemption Price" shall equal (i)
Note Redemption Amount of
Outstanding Amount
(i) the Aggregate Outstanding of the
the
Class S-2 Notes, plus
Class S-2 Notes, plus (ii) accrued interest
(ii) accrued interest thereon (including Defaulted Interest
Interest and
and interest
interest on
on Defaulted
Defaulted
Interest, ifif any)
Interest, any) to, but excluding,
to, but the Redemption Date.
excluding, the
"Class
"Class S-2
S-2 Notes
Notes Amortizing
Amortizing Principal Amounf' means, with
Amount" means, respect to
with respect to any Payment Date
any Payment Date
commencing
commencing with
with the
the Payment
Payment Date
Date in
in December
December 2007, the
the lesser
lesser of
of (a)
(a) U.S.$
U.S.$ 518,750.00,
518,750.00, plus
plus the
the
aggregate amount of any Class S-2 Notes
aggregate amount of any Class S-2 Notes Amortizing Principal Amounts that
that were
were due
due on
on any
.any prior
prior
Payment Dates, plus
prior Payment Dates, accrued interest
plus accrued the Class
at the
interest at S-2
Class S-2
Payment Date
Date and
and not
not paid
paid on
on one
one or
or more
more prior
and (b) the Aggregate
Note
Note Interest
Interest Rate
Rate on
on any
any such
such unpaid the prior
amount from the
unpaid amount Date
Payment Date and (b) the Aggregate
prior Payment
Outstanding Amount of
Outstanding Amount of the
the Class
Class S-2 Notes.
S-2 Notes.
"Collateral
"Collateral Account"
Account" means non-interest bearing
segregated non-interest
means aa segregated account, including
trust account,
bearing trust sub-
all sub-
including all
thereof, held in the
accounts thereof, held in the name
accounts name of
of the
the Trustee
Trustee into
into which
which Collateral
Collateral will
will be
be deposited
deposited from
from time
time to
to time.
time.

"Collateral
"Collateral Administration
Administration Agreement" means the
Agreement" means the Collateral dated as
Agreement, dated
Administration Agreement,
Collateral Administration as
of the Closing Date, among the
the Issuer,
Issuer, the
the Collateral
Collateral Administrator
Administrator and
and the
the Collateral
Collateral Manager,
Manager, as
as the
the
of the Closing Date, among its
with its
same
same may
may be
be amended, supplemented or
amended, supplemented or otherwise from time
modified from
otherwise modified accordance with
time ininaccordance
time toto time
terms.
terms.
"Collateral
"Collateral Administrator" means The
Administrator" means Bank ofof New
The Bank or any
York, or
New York, Collateral
successor Collateral
any successor
Administrator under the Collateral Administration
Administrator under the Collateral Administration Agreement.
Agreement.

"Collateral
"Collateral Asset"
Asset" means Security, aaCOO
Synthetic Security,
means aaSynthetic Deliverable Obligation
Security, aaDeliverable
CDO Security, an
Obligation oror an
item of Default Swap Collateral that has been released
item of Default Swap Collateral that has been released from
from the
the lien
lien of
of the
the Synthetic
Synthetic Security
Security
Counterparty
Counterpartyandandcredited theCollateral
creditedtotothe Accountasasdescribed
CollateralAccount herein.
describedherein.

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GSMBS-E-021825517
Footnote Exhibits - Page 5607

"Commercial Mortgage-Backed Securities"


"Commercial Mortgage-Backed Securities" oror "CMBS" securities backed
means securities
"CMBS" means by obligations
backed by obligations
(including certificates
(including that are
participation in obligations) that
certificates of participation are principally mortgages on
secured by mortgages
principally secured on real
real
property or
property or interests therein having a multifamily
interests therein commercial use, such as regional
or commercial
multifamily or other retail
malls, other
regional malls, retail
space, industrial or
buildings, industrial
space, office buildings, warehouse properties,
or warehouse hotels, nursing
properties, hotels, nursing homes and senior
homes and senior living
living
centers.
centers.

Class" will
"Controlling Class"
"Controlling will be the Class S-1
be the A-1 Notes
the Class A-1
and the
S-1 Notes and for so long as any Class
Notes for
S-1 Notes and Class A-1 Notes are
S-1 Notes are outstanding; ifif no Class S-1 Notes are
S-1 Notes are outstanding bu~ Class A-1
outstanding but A-1
Notes areare outstanding, then the the Class no Class S-1
Notes; if no
Class A-1 Notes; Notes or
S-1 Notes or Class Notes are
A-1 Notes
Class A-1 are
outstanding, then the
outstanding, then Class S-2 Notes
the Class Notes and Notes, for so
Class A-2 Notes,
and the Class S-2 Notes and
as any Class S-2
so long as and
Class A-2 outstanding; if no Class
Notes are outstanding;
A-2 Notes S-2 Notes are
Class S-2 outstanding but Class A-2 Notes are
are outstanding are
outstanding, then the the Class A-2 Notes; if no Class S Notes or or Class A are outstanding, then the
A Notes are the
Class B Notes, so long as
B Notes, as any Class B B Notes outstanding; if
are outstanding;
Notes are Glass S Notes, Class A Notes or
if no Class
Class B B Notes are outstanding, then the the Class C Notes, so long as
C Notes, Class C Notes are outstanding,
as any Class
and if Class S
if no Class Notes, Class
S Notes, Class A A Notes, Class B B Notes outstanding, then the Class
Notes are outstanding,
Notes or Class C Notes Class
o Notes, so long
D long any Class D 0 Notes are outstanding.
Definitions" means the 2003
"Credit Derivatives Definitions"
"Credit 2003 ISDA Derivatives Definitions
ISDA Credit Derivatives

"Credit Protection Amounts"


"Credit Protection Writedown Amounts, Principal
Settlement Amounts, Writedown
Amounts" means Physical Settlement
Shortfall Amounts and Synthetic Security Termination Payments (which, for
Interest Shortfall
Shortfall Amounts, Interest
Payments) payable by
Swap Termination Payments)
the avoidance of doubt, will not include Defaulted Swap Issuer to
by the Issuer
the Synthetic
Synthetic Security Counterparty.

"Credit Support
"Credit Annex" means the ISDA Credit Support Annex entered
Support'Annex" Issuer and the
entered into by the Issuer the
Counterparty on the Closing
Cashflow Swap Counterparty Closing Date.

Covenant" means the deed of covenant executed by the Issuer


"Deed of Covenant"
, "Deed about the Closing
on or about
Issuer on
Date constituting the Income Notes.
"Default Swap Collateral" means the securities on deposit in
"Default Account
in the Default Swap Collateral Account
which satisfy the Default Swap Collateral Eligibility Criteria.

"Defaulted
"Defaulted'Cashflow termination payment required to
Cashflow Swap Termination Payments" means any termination to
Cashflow Swap Agreement
be made by the Issuer to the Cashflow Swap Counterparty pursuant to a Cashflow in
Agreement in
Cashflow Swap Agreement in
a termination of aa Cashflow
the event of a in respect of which Swap
such Cashflow Swap
which such
(as defined
is the sole Defaulting Party or the sole Affected Party (as
Counterparty is in the Cashflow Swap
defined in
(as defined
Event" (as
Agreement), other than with respect to "Illegality" or "Tax Event" in the
defined in the Cashflow Swap
Cashflow SWap
Agreement).

with respect
Security with
CDO Security
"Defaulted Obligation" means any Reference Obligation or COO respect to which:
to which:
(i)
(i) the
the issuer
issuer thereof
thereof has defaulted in payment of principal or interest without
in the payment without
regard to any applicable grace period or waiver; waiver, provided that aa Collateral Asset will not not constitute
constitute
aa Defaulted
Defaulted Obligation under this clause clause (Q(i)ifif (a) certifies in
Manager certifies
(a)the Collateral Manager inwriting to the
writing to the
Trustee, in inits reasonable business judgment, that such payment default is due to
default is to non-credit
non-credit and and
related reasons and such default does not
non-fraud related not continue for for more than five
more than Business Days
five Business Days
(or, ifif earlier,
(or, earlier, until the next succeeding Determination Date) or (iQ (ii)such payment default
such payment default hashas been
been
cured by payment of all amounts that were originally scheduled
by the payment scheduled to to have been paid;
have been provided,
paid; provided,
however, that, notwithstanding the foregoing, any
further, however,
further, any Collateral Asset that is is inin default with
default with
respect to the payment of
respect or principal
of interest or principal as Determination Date shall not
as of aa Determination be aa Defaulted
not be
Obligation ififsuch default is cured through the
iscured payment of
the payment all past due
of all due interest andand principal within
principal within
three Business Days after such Determination Date Date (and the Manager shall
the Collateral Manager shall determine
determine
whether a a default hashas occurred and is
occurred and is continuing
continuing on or prior to the Business Day
the second Business Day prior
prior to
to
the Payment
the Payment Date) or such
Date) or Collateral Asset shall
such Collateral shall not be treated as aa Defaulted
be treated Obligation ififthe
Defaulted Obligation the
believes the
Manager believes
Collateral Manager
Collateral the default
default onon such Asset will
Collateral Asset
such Collateral will be cured as
be cured as of the next
of the next
Determination Date,
Determination does not
Collateral Asset does
Date, such Collateral not have
have an Rating of
an S&P Rating of "CC"
"CC"or or lower, "D"or
lower, "D" or
"SD" and the Rating Agency Condition
"SO" been satisfied
has been
Condition has relative to such
satisfied relative treatment;
such treatment;

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Footnote Exhibits - Page 5608

(ii)
(ii) the amountofofsuch
principalamount
theprincipal Assethas
CollateralAsset
suchCollateral writtendown;
beenwritten
hasbeen down;

(iiQ
(iii) any bankruptcy, insolvency
any bankruptcy, proceeding has
receivership proceeding
insolvency oror receivership initiated in
been initiated
has been in
connectionwith
connection withthe
theissuer suchCollateral
issuerofofsuch andisis unstayed and undismissed;provided,
Assetand
CollateralAsset unstayed and undismissed; provided,
that, ififsuch
that, proceeding is
suchproceeding isan proceeding,the
involuntaryproceeding,
an involuntary the condition thisclause
condition ofofthis willnot
(iii)will
clause (iii) notbe
be
satisfieduntil
satisfied untilthe earliestofofthe
theearliest following: (1)
thefollowing: theissuer
(I)the consentstotosuch
issuerconsents proceeding,(II)
suchproceeding, (11)ananorder
order
forrelief
for reliefunderunderthe
the United StatesBankruptcy
United States Code,ororany
BankruptcyCode, similarorder
anysimilar proceedingnot
underaa proceeding
orderunder not
taking
taking placeplace under
under the
the United
United States
States Bankruptcy
Bankruptcy Code,
Code, has
has been
been entered,
entered, and
and (III)
(III) such
such
proceedingremains
proceeding unstayedand
remainsunstayed undismissedfor
and undismissed 60days;
for60 days;

(iv)
(iv) such Collateral
such Asset has
CollateralAsset anS&P
has an Rating of
S&P Rating of"CC" lower, "D"
ncc"ororlower, or"SD"
"0"or or, ififS&P
"SO"or, S&P
withdraws its
withdraws rating and
its rating the S&P
and the Rating at
S&P Rating time of withdrawal is "ccc" or below oror such
the time
at the of withdrawal is "CCC" or below such
Assethas
CollateralAsset
Collateral Moody's.Rating
hasaaMoody's "c"ororlower
of"C"
Hating of loweror or"Ca";
"Ca";

(v)
(v) in the
in the case
case ofofaa Synthetic Security, the
Synthetic Security, related Synthetic
the related Counterparty is
Security Counterparty
Synthetic Security is
in default
in pursuantto
defaultpursuant tothe ofsuch
terms of
the terms Synthetic Security;
such Synthetic or
Security; or

(vi)
(vi) Collateral Manager
the Collateral
the believes that
Manager believes such Collateral
that such Asset will
Collateral. Asset on or
default on
will default or
before the
before the next
next Determination
Determination Date.
Date.

"Defaulted Synthetic
"Defaulted Termination Payments"
Security Termination
Synthetic Security means any
Payments" means any termination required to
payment required
termination payment to
be made by the Issuer to the Synthetic Security
be made by the Issuer to the Synthetic Security Counterparty
Counterparty pursuant
pursuant to
to a
a Synthetic
Synthetic Security
Security in the
in the
event of
event of aa termination
termination ofof aa Synthetic Security in respect
Synthetic Security of which such
respect of Counterparty is
Security Counterparty
such Synthetic Security is
the sole
the sale Defaulting
Defaulting Party
Party or
or the sole Affected
the sole Party (as
Affected Party in the
(as defined in Security), other
the Synthetic Security), than with
other than with
respect to
respect "1I1egality" or
to "Illegality" or "Tax (as defined
Event" (as
''Tax Event" in the Synthetic Security).
defined in Security).

"Deferred Interest
"Deferred Interest PIK Bond" means a PIK Bond
PIK Bond" (1) has
Bond that (1) an Actual
has an Rating of
Actual Rating "Baa3" or
of. "Baa3" or above
above
by Moody's and makes payments
payments less
less frequently than monthly
monthly and has
has deferred
deferred interest
interest in
in an
an amount
amount
by Moody's and makes
equal
equal toto the
the amount
amount of of interest that would
interest that accrue over
would accrue payment periods or
shorter of two payment
over the shorter or one year, or
one year, or
(2) has an Actual Rating of
of "Baa3"
"Baa3" or
or above by Moody's
Moody's and makes
makes payments
payments on
on a
a monthly
monthly basis
basis and
and
(2) has an Actual Rating of (i)
has
has deferred
deferred interest
interest in amount equal to the amount of interest that would accrue over
an amount
in an over the shorter of
the shorter (i)
number months any two consecutive deferrals of
one year and (ii) the longer of (A) the
one year and (ii) the longer of (A) the of between any two consecutive
by Moody's
deferrals
and makes
of
,interest
interest and
and (B)
(B) six
six months
months or
or (3)
(3) has an Actual Rating of
of "Bal"
"Ba1" or
or below
below by Moody's and makes
payments an amount
in an equal to the amount
to the of
payments less less frequently
frequently than than monthly
monthly and has deferred interest in amount equal
or (4) has
amount of
an Actual
interest that
interest that would
would accrue
accrue over
over the shorter
shorter of one payment period
period or
or six
six months,
months, or (4) has an Actual
Rating
Rating ofof "Ba1"
"Bal" or or below
below by Moody's and makes
by Moody's makes payments on on aa monthly basis and
monthly basis has deferred
and has interest
deferred interest
in an amount equal to the amount
amount of
of interest
interest that would accrue
accrue over
over three
three months,;
months,; provided
provided that
that such
such
in an amount equal to the resumed and all
PIK
PIK Bond
Bond would
would no no longer
longer be Deferred Interest
be aaDeferred PIK Bond
Interest PIK payment of interest has
once payment of interest has resumed and all
Bond once
capitalized or deferred interest has
capitalized or deferred interest has been
been paid
paid in
in full
full in
in accordance
accordance with
with the
the underlying
underlying documents.
documents.

, "Deferred
"Deferred Structuring
Structuring Expense"
Expense" means payable to
fee payable
means aa fee the Initial
to the Purchaser in
Initial Purchaser with
accordance with
in accordance
the arrears on
in arrears on each Payment Date,
each Payment of 0.04% per annum times
Date, of 0.04% per annum times the the
Priority of
the Priority of Payments,
Payments, payable
payable in
Aggregate Principal Amount, measured as of the beginning
Aggregate Principal Amount, measured as of the beginning of
of the
the Due
Due Period
Period preceding
preceding such
such Payment
Payment
Date.
Date. The
The Deferred
Deferred Structuring
Structuring Expense
Expense will be ~Iculated
will be palculated on basis of
the basis
on the 360 day
of aa360 year consisting
day year of
consisting of
twelve
twelve 30-day
30-day months.
months.
"Definitive
"Definitive Notes"
Notes" means
means Notes Income Notes
or Income
Notes or definitive, fully
issued inin definitive"
Notes issued form,
registered form,
fully registered
registered in the
registered in the name
name of
of the
the owner
owner thereof.
thereof.

"Deliverable
"Deliverable Obligation" means an
Obligation" means which, pursuant
obligation which,
an obligation terms of
the terms
pursuant toto the Synthetic
the Synthetic
of the
Security, may be delivered to the Issuer as a result of a Credit
Security, may be delivered to the Issuer as a result of a Credit Event.
Event.

"Delivery
"Delivery Date"
Date" means
means the on which
date on
the date Obligation isis delivered
Deliverable Obligation
which aa Deliverable Issuer
the Issuer
delivered toto the
pursuant to the Synthetic
pursuant to the Synthetic Security,
Security.
"Distribution
"Distribution Compliance
Compliance Period"
Period"means, with respect
means,with Notes,the
theNotes,
respecttotothe the period thatends
period that days
40days
ends40
after
afterthe laterofof(i)(i)the
thelater commencementofofthe
thecommencement offeringofofthe
theoffering Notesand
theNotes (ii)the
and(iQ Date.
ClosingDate.
theClosing

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Footnote Exhibits - Page 5609

"Double B
"Double Calculation Amount"
8 Calculation means the
Amount" means sum of
the sum the products
of the of (i)
products of the Principal
(i) the 8alance of
Principal Balance of
each Double 8 Rated Asset and (i~
each Double B Rated Asset and (ii)90%.
90%.

"Double B
"Double RatedAsset"
8 Rated anyCollateral
meansany
Asset"means thatis
Assetthat
CollateralAsset SingleB
notaa Single
isnot 8 Rated Assetor
RatedAsset TripleC
orTriple C
RatedAsset
Rated with an
Assetwith Rating from
ActualRating
anActual S&Pless
fromS&P "888-"or
than"BBB-"
lessthan with an
orwith Rating from
Actual Rating
anActual Moody's less
from Moody's less
than"Baa3".
than "8aa3".

"Effective Date"means
"Effective Date" 27. 2007.
March 27,
means March 2007.

"Eligible 8idders" are


"Eligible Bidders" (~ any
are (i) institutions, which
any institutions, may include
which may affiliates of
include affiliates the Initial
of the Purchaser, the
Initial Purchaser, the
Collateral Manager and
Collateral Manager Holders of
and Holders the Notes
of the and the
Notes and Income Notes,
the Income whose short-term
Notes, whose unsecured debt
short-term unsecured debt
obligations have
obligations ofat
rating of
haveaa rating "P-1" by
least"P-1"
at least Moody's or
by Moody's "A-1+" by
or"A-1+" S&P and
byS&P (ii)the
and (ii) Collateral Manager.
the Collateral Manager.

"Eligible Depositary" shall


"Eligible Depositary" be a
shall be financial institution
a financial under the
organized under
institution organized laws of
the laws of the United States
the United States
or any
or state thereof,
any state authorized to
thereof, authorized accept deposits,
to accept having aa combined
deposits, having capital and
combined capital surplus of
and surplus of atat least
least
U.S.$200,000,OOO, and
U.S.$200,000,000, having (or
and having (or ifif its obligations are
its obligations guaranteed by
are guaranteed its parent
by its company, its
parent company, its parent
parent
having), a
having), a long term debt
long term rating of
debt rating of at "8aa1" by
least "Baal"
at least Moody's (and
by Moody's rated "Baal",
if rated
(and if rating is
such rating
"8aa1", such not on
is not on
watch for
watch downgrade) and
for downgrade) "888+" by
and "BBB+" by S&PS&P andand aa short rating of
debt rating
term debt
short term "P-1" by
of "P-1" Moody's (and
by Moody's not on
(and not on
watch for
watch downgrade) and
for downgrade) and atat least "A-1" by S&P.
least "A-1" S&P.

"Eligible means an
Guarantee" means
"Eligible Guarantee" unconditional and
an unconditional irrevocable guarantee
and irrevocable that is
guarantee that provided by
is provided by aa
guarantor as principal debtor rather than surety
guarantor as principal debtor rather than surety and is
is directly
directly enforceable
enforceable by
by the
the Issuer, where
where either
either (A)
(A)
aa law firm has
law firm confirming that
given a legal opinion confirming
has given none of the
that none payments to
guarantor's payments
the guarantor's Issuer under
to Issuer under
such guarantee will be
such guarantee subject to
be subject withholding for tax or
to withholding (B) such guarantee
or (B) that, in
guarantee provides that, event that
the event
in the that
any of such
any of guarantor's payments
such guarantor's are subject to withholding
Issuer are
payments to Issuer guarantor is
withholding for Tax, such guarantor is required
required
to pay
to pay such
such additional amount as
additional amount as is necessary to ensure
is necessary that the net amount
ensure that received by
actually received
amount actually by Issuer
Issuer
(free and
(free and clear of any
clear of have received
Issuer would have
any withholding tax) will equal the full amount Issuer received has has no such
no such
withholding been required.
withholding been required.

"Eligible Investment" means any U.S. Dollar-denominated


"Eligible Investment" Dollar-denominated investment investment that, that, at the time
at the time it it isis
delivered
delivered to the Trustee, is
is one or more
more of the following obligations or securities (including security
security·
entitlements with with respect thereto): (i) (i) direct Registered obligations of, of, and obligations fully
Registered. obligations
and Registered. fully
guaranteed by, the
guaranteed by, the United States or any agency or instrumentality of the
the United
United States
States the
the obligations
obligations of
of
which are expressly
which are expressly backed by the full faith and credit of the United States;
States; (ii)
(ii) demand
demand and
and time
time deposits
deposits
in,
in, certificates
certificates of deposit of.
of deposit of, or banker's acceptances issued by, any institution or
depository institution
any depository trust
or trust
company incorporated in
company incorporated United States or any state thereof,
in the United thereof, which institution or
depository institution
which depository trust
or trust
company
company is subject to supervision and examination
is subject examination by federal or state authorities, with
state authorities, with aa maturity
maturity not not in in
excess
excess of of 183 days; and
183 days; and with aa credit rating rating by S&P of at "A-I+" or at least
at least "A-1+" "AA-",, as
least "AA-" applicable, aa
as applicable,
credit
credit rating
rating by Moody's of at least
by Moody's least "P-1""P-1" or at at least "Aa3""Aa3" (and rated "Aa3"
(and ifif rated "Aa3",, not watch for
on watch
not on for
downgrade), as applicable, in
downgrade), as applicable, in the case of
case of a
a maturity
maturity in
in excess
excess of 30
30 days,
days, or
or a
a credit
credit rating
rating by
by S&P
S&P of
cif at
at
least "A-1"
least "A-I" and
and aa credit
credit rating by
by Moody's of at
at least
least "P-I"
"P-1" (and
(and not
not on
on watch
watch for
for downgrade)
downgrade) in
in the
the case
case
of
of aa maturity
maturity of less than 30
of less 30 days; (iii) repurchase obligations with
(iii) repurchase respect to
with respect (a)any
to (a) described inin
security described
any security
clause
clause (i) above or
(i)above any other security
(b)any
or (b) security issued or guaranteed by
or guaranteed by an agency or instrumentality
or instrumentality of of the
the
United States, entered into
United States, entered into with
with a
a depository
depository institution
institution or
or trust
trust company
company described
described in
in clause
clause (ii)
(ii) above
above or
or
entered with aacorporation
into with
entered into corporation whose long-term senior
whose long-term unsecured rating
senior unsecured rating isisat at least "Al"(and
least "A1" (and ifif rated "Al",
rated "A1",
not
not on watch for
on watch downgrade) by
for downgrade) Moody's and
by Moody's "A+" by
and "A+" by S&PS&P and short-term credit
whose short-term
and whose credit rating "P-1"
rating isis"P-1"
(and not on watch for downgrade) by Moody's
(and not on watch for downgrade) by Moody's and
and "A-I"
"A-1" by
by S&P
S&P at
at the
the time
time of
of such
such investment,
investment. with
with aa
term not in excess
term not in excess of
of 91
91 days;
days; (iv)
(iv) Registered
Registered debt
debt securities
securities bearing
bearing interest
interest or
or sold
sold at
at aa discount
discount issued
issued
by any corporation
by any incorporated under
corporation incorporated under the laws of
the laws the United
ofthe States or
United States or any thereof that
state thereof
any state have aacredit
that have credit
at least
rating ofof at
rating "Aa3" (and
least "Aa3" (and ifif rated "Aa3", not
rated "Aa3", not on watch for
on watch downgrade) or
for downgrade) (and not
"P-i" (and
or "P-1" not on watch for
on watch for
downgrade) by Moody's and "A+" or "A-i"by
downgrade) by Moody's and "A+" or "A-1" by S&P;
S&P; (v)
(v) commercial
commercial paper
paper or
or other
other short-term
short-term obligations
obligations of
of
corporation,
aacorporation, partnership,
partnership, limited
limited liability
liability company
company or
or trust,
trust, or
or any
any branch
branch or
or agency
agency thereof
thereof located
located in
in the
the
United
United States
States or or anyany ofof its territories, such
its territories, commercial paper
such commercial paper or or other obligations having
short-term obligations
other short-term having aa
credit rating ofof "P-1"
credit rating (and not
"P-1" (and not on watch for
on watch downgrade) by
for downgrade) and "A-i" by
Moody's and "A-1" by S&P, and that
by Moody's S&P, and that areare
Registered and either are interest bearing
Registered and either are interest bearing or
or are
are sold
sold at
at aa discount
discount from
from the
the face
face amount
amount thereof
thereof and
and

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Footnote Exhibits - Page 5610

havea amaturity
maturityofofnot notmore morethan than9191days daysfrom fromtheir theirdate issuance;and
dateofofissuance; and(vi) offshoremoney
(vI)offshore moneymarket market
have
fundswhich whichhave haveaacredit ratingofofnot
creditrating lessthan
notless ~'AaalMR1+"bybyMoody's
than"Aaa/MRI+" Moody'sand and "AAAm" or "AAAm-G"by
"AAAm" or "AAAm-G" by
funds
S&P, providedhowever, however,that thateach
eachrating clauses(iii)
ratingininclauses through(vi)
(iii)through abovebybyMoody's
(vi)above Moody'sororS&P S&Pshall shallbebean an
S&P, provided
ActualRatingRatingand providedfurther,
andprovided further,that thatanyanysuch investmentpurchased
suchinvestment purchasedononthe S&P'sshort-term
basisofofS&P's
thebasis short-term
Actual
ratingofof"A-I""A-1"shall
shallmature
maturenonolater laterthanthan3030days daysafter afterthe thedatedate of purchase and maynot,
of purchase and may not,otherotherthan
than
rating
ovemightinvestments
investmentsfrom fromThe TheBank BankofofNew NewYork York(so (solonglongasasThe TheBankBankofofNew NewYork Yorkisisthe theTrustee
Trustee
ovemight
underthe theIndenture),
Indenture),exceed exceed20% 20%ofofthe AggregateOutstanding
theAggregate OutstandingAmount Amountofofthe Notesrated
theNotes ratedbybyS&P. S&P.
under
Eligible Investmentsshall shallnot notinclude
includeany RMBS, CMBS,
anyRMBS, CMBS,any floater,any
inversefloater,
anyinverse subjecttoto
securitysubject
any security
Eligible Investments
withholdingtax taxififowned
ownedby bythe the Issuer,
Issuer,any securitysubject
anysecurity subjecttotoan offer,any
anoffer, interestonly
anyinterest security,any
only security, any
withholding
principal only security(other (otherthan thantreasury
treasurybills commercialpaper),
billsororcommercial paper),any securitywith
anysecurity withaapricepricein inexcess
excess
principal onlyparsecurity
repaymentofofwhich dependenton
whichisisdependent onsubstantial non-creditrelated
substantialnon-credit relatedrisk
ofof100%100%ofofpar ororany
anysecurity
securitythe therepayment risk
as determined by by thethe Collateral
Collateral Manager Manager oror any security the
any security (including the
acquisition (including
the acquisition manner of
the manner of
as determined
acquisition), ownershiporordisposition dispositionof ofwhich
whichwould wouldcause causethe Issuertotobe
theIssuer treatedas
betreated engagedin
asengaged inaatrade
trade
acquisition), ownership
Statesfederal
United States federal incomeincometax purposes. Each
taxpurposes. Each suchsuch Eligible
ororbusiness
businesswithin
withinthe theUnited
United States
Statesfor for United Eligible
Investmentshall shallmature
matureno nolater
laterthanthanthe secondBusiness
thesecond BusinessDay immediatelypreceding
Dayimmediately precedingthe PaymentDate
thePayment Date
Investment
nextfollowing
following thethe DueDuePeriodPeriod in whichthe
inwhich investmentoccurs,
dateofof investment
the date unlesssuch
occurs, unless such Eligible Investmentis
Eligible Investment is
next
issued by by the
the institution
institution actingacting as Intermediary, in
Securities Intermediary,
as Securities which event
in which event such Investmentmay
Eligible Investment
such Eligible may
issued
mature on on the
the Business
Business Day preceding such
Day preceding Payment Date.
such Payment Date. Eligible Investments may
Eligible Investments include those
may include those
mature
investmentswith with respect
respectto which the
to which Intermediary, the
Securities Intermediary,
the Securities Trustee, the Collateral Manageror
the Trustee, the Collateral Manager or the
the
investments
Initial Purchaser
Purchaser or or an an affiliate
affiliate of of the Trustee, the
the Trustee, Collateral Manager
the Collateral Manager or the Initial
orthe Purchaser provides
Initial Purchaser provides
Initial
services. As As used
used in in this
this definition,
definition, ratingsratings may may not include ratings
not include ratings withwith an "(', "p",
an "r", "p", "q", "pr'.or
"q", "pr' or 't'
"f'
services.
subscript.
subscript.
"Eligible Replacement" means (I) (A) with the Moody's First
the Moody's Trigger Required
First Trigger Ratings or
Required Ratings
"Eligible Replacement" means an an entity
entity (1) (A) with or
(8) whose present and future future obligations
obligations owing owing to Issuer are
to Issuer guaranteed pursuant
are guaranteed pursuant to to an an Eligible
Eligible
(B) whose present and
Guarantee provided provided by by a guarantor with the Moody's
a guarantor Moody's First Required Ratings,
Trigger Required
First Trigger subject to
Ratings, subject to
Guarantee
satisfaction of of the
the Rating
Rating Agency
Agency ConditionCondition and and (II) that is
(II) that either a
is either Qualified Purchaser or a person that
a Qualified Purchaser or a person that isis
satisfaction of 1933.
not
not a
a "U.S.
"U.S. Person"
Person" as
as defined
defined in
in Regulation
Regulation SS under
under the
the Securities Act
Act of 1933.

connection with
in connection with a a Credit Event in in
"Exercise Amount"
"Exercise Amounf' means means the the amount determined in Credit Event
accordance with
accordance the related
with the related Synthetic Security.
Synthetic Security.

"Expected Fixed set forth in in the Confirmation.


Master Confirmation.
the Master
"Expected Fixed Amount" Amount" has has the
the meaning
meaning set
"Expected Interest Reference Obligation Payment Payment Date, Date, thethe
"Expected Interest Amount"
Amount" means means with respect to any Reference
with respect
Obligation Calculation Penod
amount of current interest that would accrue
amount of current interest that would accrue during the
the related
related Reference
Reference Obligation Calculation Period
calculated using Coupon on on aa principal balance of
principal balance the Reference
of the Obligation
Reference Obligation
calculated using the the Reference
Reference ObligationObligation Coupon
due to a principal deficiency
outstanding principal amount taking into account any
equal to the outstanding principal
equal to therealized
amount taking into account any reductions
reductions due to a principal deficiency
balance or loss amount (however
(however described
described in
in the
the underlying
underlying instruments)
instruments) that
that are
are attributable
attributable to
to
balance or realized loss amount Reference Obligation Payment Date
the Reference
the Reference Obligation,
Obligation, and and that will be
that will payable on
be payable on the related Reference Obligation Payment Date
the related
assuming funds are are available accordance with.
therefor ininaccordance
available therefor with the underlying
the underlying
assuming for for this
this purpose
purpose that that sufficient
sufficient funds
instruments, calculated
instruments, calculated in in accordance
accordance with
with the
the related
related Synthetic
Synthetic Security.
Security.

"Expected Principal respect totothe


with respect Amortization Date
Final Amortization
the Final Date or the legal
or the final
legalfinal
"Expected PrincipalAmount"Amount" means, means,with
Principal
maturity date of the related Reference
maturity date of the related Reference Obligation, Obligation, an
an amount
amount equal
equal toto (i)
(i) the
the Outstanding
Outstanding Principal
Amount ofofthe such day
on such (excluding capitalized
day (excluding assuming for
interest) assuming
capitalized interest) for
Amount the Reference Reference ObligationObligation payable payable on
where such amount shall be determined
this purpose that sufficient funds are available for such
this purpose that sufficient funds are available for such payment,
payment, where such amount shall be determined
in accordance instruments, minus minus (ii) (ii)the the sumsum ofof (A). (A).the "Aggregate Implied
the "Aggregate Implied
in accordance with with the the underlying
underlying instruments,
Security) (if any)andand (B) the net
(B)the net
Writedown Amount"
Writedown Amount" (as
(as such
such term
term is
is defined
defined inin the
the related
related Synthetic
Synthetic Security) (if any)
described in the underlying
aggregate principal deficiency balance or realized loss amounts (however
aggregate principal deficiency balance or realized loss amounts (however described in the
hereof, the
underlying
Expected
the Expected
instruments)
instruments) that that are are attributable
attributable toto the the Reference
Reference Obligation. Obligation. For purposes hereof,
For purposes
Principal Amount shall
shall be be determined
determined without
without regard
regard toto the
the effect
effect ofof any
any provisions
provisions (however
(however described)
described)
Principal Amount distributions ofof funds
payments oror distributions funds inin
of the underlying
of the underlying instruments
instruments that permit the
that permit limitation ofof due
the limitation due payments
accordance with Obligationororthat providefor
thatprovide the extinguishing
forthe extinguishing or reduction or reduction
accordance withthe
of such payments
theterms
termsofofsuch
orordistributions.
suchReference
ReferenceObligation
of such payments distributions.

A-9
A-9

Confidential
ConfidentialTreatment
TreatmentRequested
RequestedbybyGoldman
GoldmanSachs
Sachs MBS-E-021825521
GSMBS-E-021825521
GS
Footnote Exhibits - Page 5611

Synthetic Security, the occurrence of


respect to any Synthetic
Pay Interest" means, with respect
"Failure to Pay of an
an
Amount or Interest Shortfall
Interest Shortfall Amount
Interest Shortfall Amounts (calculated on aa cumulative
Amounts (calculated cumulative basis)
basis) in
in excess of
of the
relevant Payment Requirement.
relevant

"Final Amortization Date" means the first to occur of (i) (i) the date on which the Reference
Obligation Notional
Obligation Notional Amount
Amount is is reduced
reduced to
to zero
zero and (ii)
(ii) the date
date onon which the assets securing the
Reference Obligation or designated to fund amounts due due in in respect
respect ofof the Reference
Reference Obligation are
Obligation are
liquidated, distributed
liquidated, or otherwise disposed
distributed or disposed of
of in proceeds thereof
in full and the proceeds thereof are
are distributed or
otherwise disposed of in
otherwise in full.
"Final Payment Date" means a a. Payment Date with respect to an Optional Redemption by by
Liquidation, aa Payment
Liquidation, Date in
Payment Date connection with
inconnection with the
the Stated Maturity (other than with respect to
with respect to the Class S
S
Notes), Tax Redemption,
Notes), Redemption, an an Auction oror redemption due to to an
an Event of Default resulting in
Event of in acceleration of
the Notes
the Notes and
and liquidation
liquidation of the
the Collateral in
infull.
full.
"Fixed Rate" means the relevant fixed rate (expressed on aa per annum basis) set forth in
in the
Master Confirmation, subject to adjustment in
in accordance with the Master Confirmation.
Confirmation.

"Fixed Calculation Period" has the meaning set forth


"Fixed Rate Payer Calculation forth in the Credit
in the Credit Derivatives
Definitions.
"Fixed Rate Payer
"Fixed Payer Payment
Payment Date" each day falling five Business
Date" means each Business Days after aa Reference
Days after
provided, however, that the final Fixed Rate
Date; provided,
Obligation Payment Date; Rate Payer
Payer Payment Date shall
Payment Date shall fall on
fall on
the fifth Business Day
the the Effective Maturity Date
Day following the Date (as set
set forth
forth in
in the Master
Master Confirmation).
Confirmation).
"Floating Amounts" means with respect to any
"Floating Amounts" any Synthetic
Synthetic Security, an amount
Security, an amount equal to the sum of
to the of
(a) the relevant
(a) Amount (if any),
relevant Writedown Amount any), (b) Principal Shortfall Amount
(b)the relevant Principal Amount (if any), (c)
(c) the
the
relevant Interest Shortfall Payment Amount (if any)
Payment Amount any) and
and (d)
(d)the
the relevant
relevant Physical Settlement Amount (if
Physical Settlement
any).
Amount Event" means with respect to any Synthetic
"Floating Amount Synthetic Security, the occurrence
occurrence ofof aa
Writedown, a Failure to Pay
a Failure Pay Principal
Principal or
or an
an Interest (as each
Interest Shortfall (as each such
such term is
is defined in the related
in the related
respect to the Reference
Synthetic Security) with respect Reference Obligation thereunder.
"Floating Amount Payment"
"Floating means payment
Payment" means payment of
of a Floating Amount.
a Floating Amount.
"Floating Rate Payer Payment Date" means, in
"Floating in relation to a Floating Amount Event, the first
a Floating
Fixed Rate Payer Payment Date
Rate Payer Date falling at
at least Business Days
least two Business Days (or,
(or, in
in the case of
of a Floating Amount
Floating Amount
Event that occurs on the Legal Final Maturity
on the Maturity Date (as set forth in
Date (as in the Master Confirmation)
Confirmation) or the Final
Date, the fifth Business
Amortization Date, Business Day)
Day) after
after delivery
delivery of notice by the Calculation Agent to
of aa notice to the
the parties
or a notice by
a notice by Goldman
Goldman Sachs
Sachs Intemational
Intemational to the the Synthetic
Synthetic Security
Security Counterparty that the related
Counterparty that related
Floating Amount
Amount isis due and showing in in reasonable detail how such Floating Amount Amount was determined;
provided, however, in the case of aa Floating Amount Event that occurs on the Legal Final Maturity
however, that in
Date or the
the Final Amortization
Amortization Date, suchsuch notice mustmust bebe given
given onon or
or prior
prior to
to the fifth Business Day
fifth Business Day
following the Legal Final Maturity Date or the Final Amortization
Amortization Date, as applicable.

"Noteholder" means, with respect to any Note the person in


"Holder" or "Noteholder" inwhose name such Note is is
registered, or, for purposes of voting, the granting of consents and other similar determinations
determinations under the
Indenture, with respect
Indenture, respect to
to any
any Notes in global form, aa beneficial
Notes in beneficial owner with respect
owner thereof and, with respect to
to any
Income Note, the person in in whose name such Income Note is is registered in
in the income note register of
of
the Issuer. . .

"Implied
"Implied Rating" means, in in the case of aa rating on a a Collateral Asset, aa rating that is
is determined
by reference
reference to any publicly
publicly available,
available, fully
fully monitored
monitored rating
rating by
by another rating
rating agency
agency that,
that, by
by its
its terms,
terms,
addresses the full scope of the payment promise of the obligor. As used in inthis definition, ratings may not
include ratings with
with a
a "p", "pi",
"pi", "q", "r"or
"q", "r" or "t" subscript or
''1'' subscript or any other
other qualifiers.

A-10
A-10

Treatment Requested by Goldman Sachs


Confidential Treatment GS MBS-E-02182SS22
MBS-E-021825522
Footnote Exhibits - Page 5612

"ImpliedWritedown
"Implied Amounf'means
WritedownAmount" means(a) Underlying Instruments
the Underlying
(a) ififthe theReference
relatingtotothe
Instruments relating Reference
Obligation
Obligation dodo not
not provide
provide for
for writedowns,
writedowns, applied
applied losses,
losses, principal
principal deficiencies
deficiencies or
or realized
realized losses as
losses as
0)
described in clause (i) of the definition of 'Writedown"
described in clause of the definition of "Writedown" above
above in
in respect
respect of
of the
the Reference
Reference Obligation,
Obligation, on
on
anyReference
any ReferenceObligation PaymentDate,
Obligation Payment Date, an determinedby
amountdetermined
an amount bythe SecurityCounterparty
Synthetic Security
the Synthetic Counterparty
inin its
itscapacity
capacityas agentand
calculationagent
as calculation and equal theexcess,
equaltotothe any, ofofthe
excess, ififany, ImpliedWritedown
the Implied Amountfor
WritedownAmount for
the interest accrual period relating
the interest accrual period relating to
to the
the current
current Reference
Reference Obligation
Obligation Payment
Payment Date
Date over
over the
the Implied
Implied
WritedownAmount
Writedown Amountfor forthe immediatelypreceding
the immediately interestaccrual
precedinginterest and(b)
periodand
accrualperiod (b) in anyother
inany case,zero.
othercase, zero.

"Income Note
"Income Registrar" means
Note Registrar' The Bank
means The ofNew
Bank of York, as
NewYork, income note
as income registrarfor
noteregistrar the Income
forthe Income
Notes .
Notes.
."Interest means, in
Proceeds" means,
"Interest Proceeds" respect of
in respect of any Payment Date,
any Payment all investment
Date, all received on
income received
investment income on
the Collateral
the Collateral Assets
Assets and Investments that
Eligible Investments
and Eligible thatare deposit in
on deposit
are on the Collateral
inthe Account and
Collateral Account the Fixed
and the Fixed
Amounts received
Amounts received from the Synthetic
from the Security Counterparty
Synthetic Security under the
Counterparty under Securities in
Synthetic Securities
the Synthetic the related
in the related
Due
Due Period.
Period.
"Interest Shortfall"
"Interest means with
Shortfall" means respect to
with respect any Reference
to any Payment Date
Obligation Payment
Reference Obligation Date and and any
any
Reference Obligation, either (a)the nonpayment
Reference Obligation, either (a) the nonpayment of
of an
an Expected
Expected Interest
Interest Amount
Amount or
or (b)
(b) the
the payment
payment of an
of an
Actual Interest
Actual Interest Amount
Amount that
that is
is less
less than
than the
the Expected
Expected Interest
Interest Amount,
Amount, as
as described
described in
in the
the related
related
Synthetic Security.
Synthetic Security.

"Interest Shortfall
"Interest Amounf' means
Shortfall Amount" respect to
with respect
means with to any Reference Obligation
any Reference Payment Date,
Obligation Payment Date, an
an
amount equal
amount equal to
to the
the greater
greater of:
ot (a)
(a) zero;
zero; and
and (b)
(b) the
the amount
amount equal
equal to
to the
the product
product of:
of: (i)(A)
(i) (A) the
the Expected
Expected
Interest Amount;
Interest minus (B)
Amount; minus Amount; and
Interest Amount;
the Actual Interest
(B) the and (ii) the Applicable Percentage.
(ii) the

"Interest Shortfall Cap"


"Interest Shortfall the cap, if any, on Interest
means the
Cap" means set forth
as set
Interest Shortfalls as the related
in the
forth in related
Master Confirmation.
Master Confirmation.
"Interest Shortfall Cap Amount" means
"Interest Shortfall Interest Shortfall
amount of any Interest
means the amount as set
Cap as
Shortfall Cap in the
forth in
set forth the
related Master Confirmation .
related Master Confirmation.

"Interest Shortfall
"Interest Payment Amount" means in
Shortfall Payment in respect of anan Interest Shortfall, the
Interest Shortfall, relevant
the relevant
Interest
Interest Shortfall
Shortfall Amount; Interest Shortfall Cap
provided, however, that ifif the Interest
Amount; provided, Cap is applicable and
is applicable the.
and the.
Interest Shortfall Amount exceeds the
Interest Shortfall Amount exceeds the Interest Shortfall Cap Amount,.
Amount, the Interest
Interest Shortfall
Shortfall Payment
Payment
Amount
Amount in in respect
respect of
of such Interest Shortfall Cap
Interest Shortfall shall be the Interest
such Interes.t Amount.
Cap Amount.
·"Interest
"Interest Shortfall Reimbursement" means with respect to any Reference
Shortfall Reimbursement" Payment
Obligation Paymeht
Reference Obligation
Date, the payment by or on behalf
Date, the payment by or on behalf of the Reference Entity
Entity of
of an
an Actual
Actual Interest
Interest Amount
Amount in
in respect
respect of the
of the
Reference
Reference Obligation
Obligation that
that is
is greater
greater than the Expected Interest
Interest Amount.
Amount.

"Interest
"Interest Shortfall
Shortfall Reimbursement
Reimbursement Payment" means with
Payment" means to any
respect to
with respect Obligation
Reference Obligation
any Reference
Payment Date, the product of (a)the amount of any Interest
Payment Date, the product of (a) the amount of any Interest Shortfall
Shortfall Reimbursement
Reimbursement on
on such
such day
day and (b)
and (b)
the Applicable
the Applicable Percentage.
Percentage.
"Interest
"Interest Shortfall
Shortfall Reimbursement Amount" means
Payment Amount"
Reimbursement Payment Shortfall Cap
Interest Shortfall
(a)ifif Interest
means (a) not
Cap isis not
applicable, the relevant Interest Shortfall Reimbursement Amount,
applicable, the relevant Interest Shortfall Reimbursement Amount, and
and (b)
(b) if
if Interest
Interest Shortfall
Shortfall Cap
Cap is
is
applicable, the amount determined
applicable, the amount determined pursuant
pursuant to
to the
the related
related Synthetic
Synthetic Security;
Security; provided,
provided, in
in either
either case,
case,
that
that the
the aggregate
aggregate of of all
all Interest
Interest Shortfall
Shortfall Reimbursement Payment Amounts
Reimbursement Payment (determined for
Amounts (determined purpose
this purpose
for this
on the basis that "Interest Shortfall Compounding"
on the basis that "Interest Shortfall Compounding" is
is not
not applicable)
applicable) at
at any
any time
time shall
shall not
not exceed
exceed the
the
aggregate
aggregate of of Interest
Interest Shortfall
Shortfall Payment
Payment Amounts
Amounts paid
paid by
by the
the Issuer
Issuer in
in respect
respect of
of Interest
Interest Shortfalls
Shortfalls
occurring
occurring prior
priortotothe
the date
date of payment of
of payment such Additional
any such
ofany Amount.
Fixed Amount.
Additional Fixed
"Interest
"Interest Shortfall ReserveAmounf'
Shortfall Reserve themeaning
hasthe
Amount" has forth ininthe
setforth
meaning set Confirmation.
Master Confirmation.
the Master

"Issue" ofofaaCollateral
"Issue" Collateral Asset
Asset means any such
means any Collateral Asset
such Collateral issuedby
Assetissued the same
bythe having
issuer, having
same issuer,
the same terms
the same terms and
and conditions
conditions (as
(as to,
to, among
among other
other things,
things, coupon,
coupon, maturity,
maturity, security
security and
and subordination)
subordination)
and
andotherwise
otherwisebeing
beingfungible withone
fungiblewith another.
oneanother.

A-11
A·11

Confidential
ConfidentialTreatment
Treatment Requested
Requestedby Sachs
Goldman Sachs
byGoldman GS MBS-E-021825523
GS MBS-E-021825523
Footnote Exhibits - Page 5613

"Liquidation Proceeds" means, without duplication, (i) (i) all Sale Proceeds from Collateral Assets
and Default Swap
and Default Swap Collateral sold in
Collateral sold in connection with such such redemption
redemption minus any any termination
termination payments
(other
(other than Defaulted Synthetic Security
than Defaulted Security Termination
Termination Payments) due to the Synthetic Security
Counterparty
Counterparty or payments due to to any assignee
assignee of aa Synthetic
Synthetic Security
Security from
from the Default Swap Collateral
Account in
Account connection with the
in connection the termination or assignment of the 'Synthetic
Synthetic Securities, (ii)
(ii) the aggregate
amount received by by the
the Issuer netnet of
of any
any amount
amount required to to be
be paid
paid by the Issuer on or or prior
prior to the
Business DayDay immediately preceding.the
immediately preceding. the relevant Payment
Payment Date
Date from the termination
termination of any Cashflow
Cashflow
Swap Agreement
Agreement in in connection with such redemption, and (iii) cash and Eligible Investments on deposit
in
in the Accounts, to
the Accounts, the extent
to the available therefor, including
extent available including any amounts designated
designated byby the Collateral
Collateral
Manager
Manager as as retained for
for reinvestment
reinvestment in in Eligible
Eligible Investments
Investments (and also including
including any payments received
under any Cashflow Swap Agreement on or prior to the day preceding the Payment Date, but only to the
extent that such
such payments
payments areare required
required toto be
be paid
paid as
as a result of an Optional Redemption by Liquidation or
a result or
Tax Redemption
Tax Redemption of of Notes),
Notes), in
in each case as determined by the Collateral Manager.

"Majority" means
"Majority" means (a)
(a)with
with respect to any
any Class
Class or Classes of Notes,
Notes, the
the Holders ofof more than
50% of
of the Aggregate
Aggregate Outstanding Amount of of such
such Class
Class or
or Classes of Notes and
and (b)
(b)with
with respect
respect to
to the
the
Income Notes,
Income Notes, the
the Holders of more
more than 50%
50% of the notional principal
principal amount of Income Notes.
"Market Value"
"Market Value" means, with respect to the Collateral Assets and/or Eligible Investments, (i) (i) the
average
average of of three
three bona
bona fide bids for
fide bids for such Collateral Asset or Eligible Investment
Investment obtained by by the
the Collateral
Manager at such
Manager such time fromfrom any
any three nationally
nationally recognized dealers, which dealers are independent from
one another and and from
from the Collateral Manager,Manager, or (ii)(ii) if the
the Collateral Manager
Manager is unable to obtain three
such bids, the
such the lesser of of two
two bona fide
fide bids
bids for such Collateral Asset or Eligible- Investment obtained by the
Eligible-Investment
Collateral Manager
Manager at such time from from any
any two nationally recognized
recognized dealers acceptable
acceptable toto the Collateral
Manager, which dealers
Manager, dealers are are independent
independent fromfrom oneone another and from from the Collateral Manager, or (iii) in in the
event the Collateral Manager
event Manager is is unable to to obtain
obtain two suchsuch bids, thethe price
price on
on such
such date provided to to the
the
Collateral Manager
Collateral Manager by by an an independent
independent pricing
pricing service reasonably selected by the Collateral Manager, or or
(iv) in
(iv) in the event
event the Collateral
Collateral Manager
Manager cannot in ingood faith determine the market value of such Collateral
Asset or or Eligible
Eligible Investment
Investment using commercially
commercially reasonable efforts to apply apply thethe methods
methods specified in in
clauses (i)
clauses (i)through (iii)
(iii) above,
above, as as determined
determined in in good faith by the Collateral Manager using commercially
reasonable efforts to apply its reasonable business business judgment.
judgment. IfIfthe method
method of determining Market Value
is based
is based solely
solely on
on the Collateral Manager's
Managers determination,
determination, such MarketMarket Value
Value shall not
not exceed the S&P S&P
Recovery Rate, multiplied
RecoveryRate, multiplied by the Principal Balance of the Collateral Asset and/or Eligible Investment, and
shall be
shall be considered
considered zero after 30
zero after 30 days
days oror until
until such
such time
time as the
the Collateral Manager obtains
obtains aa bid for
for such
Collateral Asset or
Collateral or Eligible investment.
investment. For For purposes
purposes of of clause (lI)(a)(y)
(II)(a)(y) of
of the
the definition of Calculation
Calculation
Amount, "Market
"Market Value" means means the the sum
sum of (i)
(i) the notional amount of any such Synthetic Security and (ii) (ii)
the "Market
the "Market Value"
Value" (which represents
represents a a trading termination payment
payment or or up-front
up-front payment
payment inin respect of aa
termination or
termination assignment of
or assignment of such
such Synthetic Security
Security and and which amount,
amount, ifif payable by by the Issuer in in
respect of of such
such termination or assignment, will be a a negative number) of such Synthetic Security
otherwise determined
otherwise pursuant to
determined pursuant to this
this definition of Market Value.
"Minimum Bid Amount" is
"Minimum is an amount equal to the sum of (a) (a)the Redemption Price with respect to
the Auction
the Auction Payment
Payment Date,Date, (b)
(b) any amount payable by the Issuer to the CashflowCashflow Swap Counterparty
Counterparty
upon termination of the Cashflow Swap Agreement less any amounts payable by
I,lpon by the Cashflowi Swap
the Cashflow Swap .
Counterparty to
Counterparty to the
the Issuer
Issuer upon
upon the termination
termination of
of the
the Cashflow Swap Agreement, (c) unpaid Defaulted
Synthetic Security Termination.
Synthetic Termination. Payments, (d) (d) accrued and unpaid Collateral Management
Management Fees, (e) (e)
accrued and unpaid
accrued unpaid Deferred
Deferred Structuring
Structuring Expenses and (f) (f) 101%
101% of all unpaid expenses of the Issuer,
less amounts
less amounts onon deposit
deposit in in the
the Accounts
Accounts which are available to redeem
which are redeem the Notes
Notes or pay
pay amounts
amounts
provided in
provided clauses (b)
in clauses through (e)
(b) through above which would
(e) above would not
not include
include amounts
amounts on deposit in in the Default
Default
Swap Collateral
Swap Collateral Account due due to to the
the Synthetic
Synthetic Security
Security Counterparty
Counterparty or or any
any assignee of aa Synthetic
Security including termination
Security including payments (other
termination payments (other than Defaulted
Defaulted Synthetic
Synthetic Security
Security Termination
Termination Payments).
"Moody's First Rating
"Moody's First Rating Trigger
Trigger Requirements"
Requirements" shall apply
apply so long
long as
as no relevant
relevant entity has
has the
Moody's
Moody's First Trigger Required ratings.

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Footnote Exhibits - Page 5614

"Moody's FirstTrigger
"Moody'sFirst Ratings"shall
RequiredRatings"
Trigger Required applytotoan
shallapply entityififsuch
an entity hasaa long-term,
entityhas
such entity long-term,
unsecured and unsubordinated
unsecured and unsubordinated debt
debt or
orcounterparty
counterparty obligation
obligation rating
rating of
of "Aa3"
"Aa3" (and
{and not
not watch for
on watch
on for
downgrade}or
downgrade) aboveby
orabove byMoody's.
Moody's.

"Moody's "Idealized"Cumulative
"Moody's"Idealized" ExpectedLoss
Cumulative Expected LossRate"Rate"as definedin
asdefined ScheduleG
inSchedule the Indenture.
Gtotothe Indenture.

"Moody's meansthe
Rating" means
"Moody's Rating" determined in
rating determined
the rating accordancewith
inaccordance withthe describedin
methodologydescribed
the methodology in
the Indenture.
the Indenture.
"Moody's Recovery Rate"
"Moody's Recovery means, with
Rate" means, respectto
with respect Asset(or
CollateralAsset
to aa Collateral {orin case of
the case
in the ofaaSynthetic
Synthetic
Security, the
Security, the related Obligation}, an
ReferenceObligation),
related Reference an amount equal to
amount equal percentagefor
the percentage
tothe for such Collateral Asset
such Collateral Asset
set forth
set forth in
in the recovery rate
the recovery assumptions for
rate assumptions attached as
Moody's attached
for Moody's Part II of
as Part Schedule D
ofSchedule the Indenture;
0 totothe Indenture;
provided, however,
provided, however, that (A) Defaulted
that (A) Obligationswhich
Defaulted Obligations 2.5% of
exceed 2.5%
which exceed ofthe Principal Amount
Aggregate Principal
theAggregate Amount
and have been defaulted for more than one year will be deemed
and have been defaulted for more than one year will be deemed to
to have
have aa Moody's
Moody's Recovery
Recovery Rate of
Rate of0%,
0%,
{B} Defaulted Obligations
(B) Defaulted Obligations which
which exceed
exceed 1.00%
1.00% of
of the
the Aggregate
Aggregate Principal
Principal Amount
Amount and
and have
have been
been
defaulted for
defaulted for more
more than shall be
years shall
than 22 years deemed to
be deemed have a
to have a Moody's Recovery Rate
Moody's Recovery Rate of 0%; and
of 0%; and (C)
(C)
Defaulted Obligations which have been
Defaulted Obligations which have been defaulted
defaulted for
for more
more than
than 3
3 years
years shall
shall be
be deemed
deemed to
to have a
have a
Recovery Rate
Moody's Recovery
Moody's Rate ofof 0%.
0%.

"Moody's Second Rating


"Moody's Second means a
Requirements" means
Trigger Requirements"
Rating Trigger requirement that
a requirement shall apply
that shall long as
so long
apply so as
no Relevant Entity has the Moody's Second
no Relevant Entity has the Moody's Second Trigger
Trigger Required
Required Ratings.
Ratings.

"Moody's Second Trigger


"Moody's Second means an
Required Ratings" means
Trigger Required shall have
entity shall
an entity Moody's Second
the Moody's
have the Second
Trigger Required
Trigger Required Ratings entity has
such an entity
Ratings if such a long-term,
has a unsecured and
long-term, unsecured debt or
unsubordinated debt
and unsubordinated or
counterparty obligation rating of "A2" (and not on
counterparty obligation rating of "A2" (and not on watch
watch for downgrade)
downgrade) or
or above
above by Moody's;
Moody's; the
the
"Moody's Second Rating Trigger
"Moody's Second Requirements" shall
Trigger Requirements" apply so
shall apply long as
so long no Relevant
as no has the
Entity has
Relevant Entity the
Moody's Second Trigger
Moody's Second Trigger Required Ratings.

"Net Collateral Balance"


Portfolio Collateral
Outstanding Portfolio
"Net Outstanding means, on
Balance" means, any Determination
on any Date, an
Determination Date, an amount
amount
equal to
equal to (i) the aggregate Principal Balance on such Determination
(i) the Date of
Determination Date all Collateral
of all Assets, plus
Collateral Assets, (ii)
plus (ii)
the aggregate Principal Balance
the aggregate Principal Balance of all Principal Proceeds held
held as
as cash
cash and
and Eligible
Eligible Investments
Investments
purchased
purchased with with Principal Proceeds, minus·
Principal Proceeds, Balance on
Principal Balance
minus (iii) the aggregate Principal date of
such date
on such of
determination
determination of of all Assets that are (A)
Collateral Assets
all Collateral Defaulted Obligations, (B)
(A) Defaulted (B) Deferred Interest PlK Bonds,
Interest PIK Bonds,
(C)
(C) Double
Double B Rated Assets,
B Rated (D) Single BB Rated Assets and (E)
Assets, (D) Triple C
(E) Triple C Rated Assets, plus
Rated Assets, the
(iv) the
plus {iv}
Aggregate
Aggregate Calculation Amount of Defaulted Obligations and Deferred
Calculation Amount Deferred Interest the Double
Bonds, the
PIK Bonds,
Interest PIK Double B B
Calculation Amount, the Single B Calculation
Calculation Amount, the· Single B Calculation Amount and the Triple C
C Calculation
Calculation Amount,
Amount, minus
minus (v)
(v)
25% of
25% of the
the projected
projected Principal Balance of each Collateral Asset other than
Principal Balance than aa Defaulted Obligation,
Defaulted Obligation,
Deferred PIK Bond, Double
Interest PIK
Deferred Interest Rated Asset,
Double BB Rated Single BBRated
Asset, Single Asset or
Rated Asset Triple CC Rated
or Triple that isis
Asset that
Rated Asset
expected to be paid after
expected to be paid after the
the Stated Maturity
Maturity of
of the Class
Class BB Notes.
Notes.

"Outstanding
"Outstanding Principal Amount" means, as of
Principal Amount" date of
any date
of any determination with
of determination respect to
with respect the
to the
Reference
Reference Obligation,
Obligation, thethe outstanding balance of
principal balance
outstanding principal of the Reference Obligation
the Reference as of such
Obligation as of such date, date,
which
which shall
shall take
take into account
into account:
{i}
(i) all
all payments
payments of principal;
ofprincipal;
(ii)
(ii) all
all writedowns
writedowns or or applied losses {however
applied losses described ininthe
(however described underlying instruments
the underlying set
(as set
instruments (as
forth
forth ininthe
the Master
Master Confirmation» in the outstanding principal balance
reduction in the outstanding principal balance of the
resulting inin aa reduction
Confirmation)) resulting of the
Reference
Reference Obligation (other than
Obligation (other as aaresult
than as result of scheduled or
of aascheduled or unscheduled
unscheduled payment principal);
payment ofofprincipal);
{iii}
(iii) forgiveness ofof any
forgiveness amount by
any amount the holders
by the of the
holders of Reference Obligation
the Reference pursuant to
Obligation pursuant an
to an
amendment
amendment toto the
the underlying resulting ininaareduction
instruments resulting
underlying instruments outstanding principal
the outstanding
reduction ininthe balance ofof
principal balance
the
the Reference
ReferenceObligation;
Obligation;
(iv)
(iv) any
any payments
payments reducing amount ofof any
the amount
reducing the reductions described
any reductions (ii)and
described inin(ii) this
(iii) ofof this
and (iii)
definition;
definition;and
and

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Goldman Sachs
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GS MBS-E-021825525
Footnote Exhibits - Page 5615

(v)
(v) any theoutstanding
increaseininthe
anyincrease balanceofofthe
principalbalance
outstandingprincipal theReference thatreflects
Obligationthat
ReferenceObligation reflects
reversalofofany
aareversal anyprior describedin
reductionsdescribed
priorreductions (ii)and
in(ii) thisdefinition.
(iii)ofofthis
and(iii) definition.

Forthe
For theavoidance doubt,the
avoidanceofofdoubt, OutstandingPrincipal
theOutstanding Amountshall
PrincipalAmount notinclude
shallnot portionofofthe
anyportion
includeany the
outstanding principal
outstanding principal balance Obligation that
Reference Obligation
the Reference
balance ofof the is attributable to deferral or
that is attributable to the deferral
the or
capitalization ofof interest
capitalization interest.during Term (as
the Term
.during the (as set forth in
set forth the Credit
in the Derivatives Definitions)
Credit Derivatives of the
Definitions) of the
Transaction(as
ComponentTransaction
Component (asset inthe
forthin
setforth MasterConfirmation).
theMaster Confirmation).

Ratios" means
"Overcollateralization Ratios"
"Overcollateralization Class A/B
the Class
means the Overcollateralization Ratio,
NB Overcollateralization Class A
the Class
Ratio, the A
Adjusted
Adjusted Overcollateralization
Overcollateralization Ratio,
Ratio, the
the Class
ClassB B Adjusted
Adjusted Overcollateralization
Overcollateralization Ratio,
Ratio, the
the Class
Class C
C
Overcollateralization Ratio,
Overcollateralization Class C
the Class
Ratio, the Overcollateralization Ratio,
Adjusted Overcollateralization
C Adjusted Class D
the Class
Ratio, the D
Overcollateralization
Overcollateralization Ratio
Ratio and
andthe
theClass
Class D
0 Adjusted
Adjusted Overcollateralization
Overcollateralization Ratio.
Ratio.

"Payment Date" means


"Payment Date" the third
means the day of
third day every March,
ofevery June, September
March, June, December, or
and December,
September and or ifif any
any
such date is not
such date is not a
a Business
Business Day,
Day, the
the immediately
immediately following
following Business
Business Day,
Day, commencing
commencing on
on September
September 4,
4,
2007.
2007.
"Payment Requiremenf' means
"Payment Requirement" the amount
means the specified as
amount specified such, in
as such, U.S. Dollars,
in U.S. the related
in the
Dollars, in related
Master Confirmation.
Master Confirmation.
"Physical Settlement
"Physical Amount" means,
Settlement Amount" following the
means, following occurrence of
the occurrence a Credit
of a Event with
Credit Event to aa
respect to
with respect
Reference Obligation,
Reference Obligation, an
an amount
amount paid by
by the Issuer
Issuer to
to the
the Synthetic Security
Security Counterparty,
Counterparty, calculated
calculated in
in
accordance with
accordance with the
the related Security and
Synthetic Security
related Synthetic the related Physical Settlement Date, in
paid on the
and paid Physical Settlement Date, in
exchange for
exchange for the
the delivery
delivery of
of a Obligation as
Reference Obligation
a Reference Synthetic Security
Deliverable Obligation by the Synthetic
as a Deliverable Security
Counterparty to
Counterparty to the
the Issuer.
Issuer.

"Physical Settlement
"Physical Date" has the meaning
Settlement Date" in the
meaning set forth in Master Confirmation.
the Master Confirmation.

"PIK Bond"
"PIK means a
Bond" means a Collateral interest does
of interest
deferral of
Collateral Asset on which the deferral does not constitute an
not constitute an
event
event of
of default
default pursuant
pursuant to the terms of the related underlying instruments (while
(while any
any other
other senior
senior debt
debt
obligation is outstanding
obligation is outstanding if
if so
so provided instruments).
provided by the related indenture or other underlying instruments).
"Principal
"Principal Balance" means, with respect to any Collateral Asset
Balance" means, Asset or Investment, as
Eligible Investment,
or Eligible as of any
of any
date of determination, the outstanding
date of determination, the outstanding principal amount of such
such Collateral
Collateral Asset
Asset or
or Eligible
Eligible Investment;
Investment;
subject
subject to to the
the following
following exceptions:
exceptions: (i) (i)the Balance of aa Collateral Asset
Principal Balance
the Principal received upon
Asset received upon
acceptance Collateral Asset for such Collateral
exchange aa Collateral shall be
Asset shall
Collateral Asset deemed to
be deemed be the
to be the
acceptance of of an
an offer
offer to
to exchange
Rate and
percentage of the outstanding
percentage of the outstanding principal
principal amount
amount equal to
to the least
least of
of (a)
(a) the
the Moody's
Moody's Recovery
Recovery Rate and
(b) Collateral Asset
such Collateral time as
Asset until such time Proceeds are
as Proceeds received when
first received
are first when
(b)the
the S&P
S&P Recovery
Recovery Rate Rate forfor such
Obligation shall be
due with respect to such
due with respect to such CollateralCollateral Asset;
Asset; (ii)
(ii) the
the Principal
Principal Balance
Balance of
of each
each Defaulted
Defaulted Obligation shall be
deemed
deemed to
to be
be zero,
zero, except
except (A)
(A) for
for purposes
purposes of
of the
the calculation
calculation of the
the Coverage
Coverage Tests,
Tests, in
in which
which case,
case, the
the
Principal
Principal Balance
Balance of of Defaulted Obligations shall
Defaulted Obligations shall equal respective outstanding
their respective
equal their amount
principal amount
outstanding principal
(unless otherwise indicated in
in such
such tests),
tests), (B)
(B) for
for purposes
purposes of
of calculating
calculating any
any trustee
trustee fees
fees and
and the
the
(unless otherwise indicated equal the
Collateral
Collateral Management
Management Fee, Fee, the Principal Balance
the Principal Balance of Defaulted Obligation
each Defaulted Obligation shall equal the
of each shall
Calculation Amount for such Defaulted
Calculation Amount for such Defaulted Obligations
Obligations and
and (C)
(C) as
as otherwise
otherwise expressly
expressly indicated;
indicated; (iii)
(iii) the
the
Principal
Principal Balance
Balance of
of any
any cash
cash shall
shall be
be the
the amount
amount of
of such
such cash;
cash; (iv)
(iv) the
the Principal
Principal Balance
Balance of
of any
any
Collateral
Collateral Assets
Assets and
and any Investments ininwhich
Eligible Investments
any Eligible which the does not
Trustee does
the Trustee not have security
perfected security
have aa perfected
. interest sh~1I be deemed
interest shall be deemed to
to be
be zero;
zero; (v)
(v) the
the Principal
Principal Balance
Balance ofof any
any Collateral
Collateral Asset
Asset that
that is
is an
an equity
equity
security
security shall
shall be deemed toto be
be deemed be zero; (vi) the
zero; (vi) Principal Balance
the Principal Security shall
Synthetic Security
Balance ofof aa Synthetic shall bebe the the
Reference Obligation Notional Amount of such
Reference Obligation Notional Amount of such Synthetic
Synthetic Security
Security minus
minus any
any Implied
Implied Writedown
Writedown Amounts;
Amounts;
and
and (vii)
(vii)thethePrincipal Balance ofofany
Principal Balance Default Swap
any Default Swap Collateral deemed toto be
be deemed
shall be
Collateral shall zero-as long
be zero·as long asas the the
related
related Synthetic
SyntheticSecurity outstanding.
Security isisoutstanding.
"Princip~J
"Principal Proceeds"
Proceeds" means,
means,with with respect Period,the
DuePeriod,
any Due
respecttotoany sum (without
the sum of: (i)(i)
duplication) of:
(withoutduplication)
all payments ofofprincipal
allpayments principalon theCollateral
onthe Assetsand
CollateralAssets EligibleInvestments
andEligible received inincash
Investments received bythe
cashby Issuer
the Issuer
during
during such
suchDue
Due Period
Period (including,
(including,without duplication,principal
withoutduplication, receivedon
paymentsreceived
principalpayments onany Swap
Default Swap
anyDefault
Collateral released from
Collateral released from the
the lien
lien of
of the
the Synthetic
Synthetic Security
Security Counterparty),
Counterparty), prepayments
prepayments or
or mandatory
mandatory

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Footnote Exhibits - Page 5616

fund payments, or
sinking fund payments in
or payments in respect redemptions, exchange
of optional redemptions,
respect of tender offers
offers, tender
exchange offers, offers
(other payments of
than payments
(other than principal of
of principal Eligible Investments
of Eligible Proceeds other
acquired with Proceeds
Investments acquired other than
than Principal
Principal
Proceeds) and
Proceeds) recoveries and
and recoveries interest on
and interest Defaulted Obligations up
on Defaulted amount of
par amount
up to the par such Defaulted
of such Defaulted
Obligation; (ii)
Obligation; (iO any payments received
termination payments
any termination Synthetic Security
from a Synthetic
received from Counterparty; (iii)
Security Counterparty; (iii) any
any
Additional Fixed Amounts
Additional Fixed than Interest
(other than
Amounts (other Shortfall Reimbursement
Interest Shortfall Amounts in
Payment Amounts
Reimbursement Payment respect of
in respect of
Interest Shortfall
Interest Payments satisfied by offsetting Fixed
Shortfall Payments received from
Payments) received
Fixed Payments) Synthetic Security
from a Synthetic Security
Proceeds received by
Counterparty; (iv) Sale Proceeds
Counterparty; Issuer during such
by the Issuer Due Period
such Due (excluding accrued
Period (excluding accrued
interest on
interest on sold Collateral Assets
disposed Collateral
sold or disposed Investments); (v)
Eligible Investments);
Assets or Eligible amendment, waiver,
(v) all amendment, waiver, latelate
restructuring and
payment fees, restructuring
payment and other fees and and commissions collected during the
collected during the related Period in
Due Period
related Due in
Obligations up
Defaulted Obligations
respect of Defaulted to the par
up to proceeds resulting
amount; (vi) any proceeds
par amount; the termination,
from the
resulting from termination,
liquidation of
replacement and liquidation Agreement to
of any Cashflow Swap Agreement proceeds exceed
such proceeds
extent such
to the extent exqeed the the
of entering
cost of Cashflow Swap Agreement
into a replacement Cashflow
entering into during the.
received during
Agreement received period commencing
the. period commencing
day after the
on the day Payment Date
the first Payment Date following commencement of such Due Period (or the Closing
following the commencement ClOSing
in the case of
Date, in oHhethe first Due ending on and including the
Period) and ending
Due Period) follo':Ning the
the first Payment Date following the
end ofof such Due Period; (vii) all payments received in in cash by during such Due
by the Issuer during Period that
Due Period that
represent call, prepayment
represent premiums but
redemption premiums
prepayment or redemption not in
but not in excess of the the purchase premium paid
purchase premium paid
ProceedS other than Interest Proceeds; provided, however, that
thereon and (viii) any Proceeds Principal Proceeds
that Principal Proceeds
shall not include any accrued interest
shall interest or
or any Income Note
any funds from the Income Payment Account and any
Note Payment any
Excepted Property.

Shortfall Amount"
"Principal Shortfall means, in
Amount" means, in respect of a Pay Principal, an
a Failure to Pay an amount equal to
amount equal to
greater of
the greater (i) zero; and (ii)
of: (i) product of: (A)
(ii) the amount equal to the product Principal Amount
(A)the Expected Principal Amount
minuis the Actual Principal Amount; (8)
minvs Percentage; and (C)
(B) the Applicable Percentage; (C) the Reference Price.
the Reference For
Price. For
purposes of clause (1) Principal Shortfall
(1) of the preceding sentence, if the Principal would be
Amount would
Shortfall Amount greater than
be greater than
the Reference Obligation Notional Amount immediately to the occurrence of
prior to
immediately prior of such Failure to
such Failure Pay
to Pay
Principal, then the Principal Shortfall Amount shall be deemed
Shortfall Amount equal to the
deemed to be equal Reference Obligation
the Reference Obligation
Amount at such time.
Notional Amount
Notional
"Principal Shortfall
Shortfall Reimbursemenf' payment by
Reimbursement" means, with respect to any day, the payment by or on behalf
or on behalf
of the Reference Entity of an amount in in respect of the Reference in or
Reference Obligation in or toward the satisfaction
toward the satisfaction
of any deferral of or failure to pay principal arising from one or
or more occurrences of
prior occurrences
more prior of a Failure to
a Failure Pay
to Pay
Principal.

"Principal Shortfall Reimbursement to any


respect to
with respect
Reimbursement Payment" means, with any day,
day, the product of
the product (i)
of (i)
Reimbursement on
the amount of any Principal Shortfall Reimbursement day, (ii)
such day,
on such Percentage and
Applicable Percentage
the Applicable
(ii)the (iii)
and (iii)
Reference Price.
the Reference

Reimbursement Payment Amount"


"Principal Shortfall Reimbursement means, as
Amount" means, any date
of any
as of date of determination,
of determination,
Amounts in
Reimbursement Amounts
the sum of the Principal Shortfall Reimbursement in respect
respect of all Principal
of all Shortfall
Principal Shortfall
Reference Obligation
Reimbursements (if any) made during the Reference Calculation Period
Obligation Calculation to such
relating to
Period relating date,
such date,
Principal Shortfall Reimbursement
that the aggregate of all PrinCipal
provided that Amounts at
Payment Amounts
Reimbursement Payment any time
at any shall
time shall
by the
paid by
Floating Amounts paid
not exceed the aggregate of all Floating Issuer in
the Issuer occurrences of
of occurrences
respect of
in respect Failure
of Failure
to Pay Principal prior to such date.
to

"Proceeds" means, Period, without


means, with respect to any Due Period, duplication, (i)
without duplication, all amounts
(i)all received
amounts received
Assets (excluding
Collateral Assets
by the Trustee with respect to the Collateral received on
principal payments received
(excluding principal on any related
any related
Collateral on
Default Swap Collateral
Default Swap Collateral
Default Swap
on deposit ininthe Default unless otherwise
Account unless
Collateral Account provided in
otherwise provided in
Indenture but
the Indenture but including
including all investment income on
investment income Default Swap
on Default (ii)all
Collateral), (iO
Swap Collateral), all amounts received as
amounts received as
amendment, waiver, late payment
amendment, payment fees and commissions during the
collected during
commissions collected Due Period
the Due Period onon Collateral
Collateral
all amounts received with
(iii) all
Assets, (iii) with respect to Eligible
respect to Investments ininthe
Eligible Investments Accounts, (iv)
the Accounts, (iv) any amounts to
any amounts to
released or withdrawn on
be released
be on the related Payment Date
related Payment from the
Date from Expense Reserve
the Expense Account and
Reserve Account (v)all
and (v) all
received under
amounts received
amounts under any Cashflow Swap
any Cashflow Agreement relating
Swap Agreement to the
relating to Due Period,
the Due Principal
including Principal
Period, including
Proceeds.
Proceeds.

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Confidential Sachs
Goldman Sachs
by Goldman GS MBS-E-021825527
GS MBS-E-02182SS27
Footnote Exhibits - Page 5617

"QuarterlyAsset
"Quarterly AssetAmount" with respect
means,with
Amount" means, PaymentDate,
anyPayment
respect toto any AggregatePrincipal
theAggregate
Date, the Principal
Amount on the first day of the related
Amount on the first day of the relatedDue
DuePeriod.
Period.

"Rating Agency Condition"


"Rating Agency with respect
means, with
Condition" means, any action
respect toto any taken orortoto be
actiontaken underthe
taken under
be taken the
Transaction Documents, a condition that
Transaction Documents, a condition thatis
issatisfied
satisfiedwhen
when each
each Rating
Rating Agency
Agency has
hasconfirmed
confirmed in
in writingtoto
writing
the Issuer
the Issuer and
and the Collateral Manager
the Collateral that such
Manager that action will
such action result in
not result
will not in the immediate withdrawal,
the immediate withdrawal,
reduction oror other
reduction other adverse actionwith
adverse action respecttoto any
with respect rating of
then-currentrating
any then-current ofany Notes oror the
Class ofofNotes
anyClass the
Income Notes.
Income Notes.
"RedemptionDate"
"Redemption anyTax
meansany
Date"means Dateor
RedemptionDate
TaxRedemption Redemption Date.
OptionalRedemption
orOptional Date.

"Redemption Price"
"Redemption Price" is Class S-1
the Class
is the S-1 Note Redemption Price,
Note Redemption the Class
Price, the Note Redemption
S-2 Note
Class S-2 Redemption
Price, the
Price, the Class
Class A-la Note Redemption
A-1a Note Price, the
Redemption Price, Class A-lb
the Class Note Redemption
A-1b Note Price, the
Redemption Price, Class A-Ic
the Class A-1c
Note Redemption Price, the Class
Note Redemption Price, the Class A-Id
A-1d Note
Note Redemption
Redemption Price,
Price, the
the Class
Class A-2
A-2 Note
Note Redemption
Redemption Price,
Price,
the Class
the Class B B Note Redemption Price,
Note Redemption Class C
the Class
Price, the Redemption Price
Note Redemption
C Note Price and Class D
the Class
and the 0 Note
Note
Redemption Price, as applicable.
Redemption Price, as applicable.

"Reference Entity" means


"Reference Entity" issuer of,
the issuer
means the or the
of, or obligoron,
the obligor Reference Obligation.
a Reference
on, a Obligation.

"Reference Obligation"
"Reference means a
Obligation" means a CDO referenced under
Security referenced
COO Security Synthetic Security.
the Synthetic
underthe Security.

"Reference Obligation
"Reference Period" means,
Calculation Period"
Obligation Calculation respect to
with respect
means, with Reference Obligation
each Reference
to each Obligation
Payment Date,
Payment Date, a
a period
period corresponding
corresponding to
to the
the interest
interest accrual
accrual period
period relating
relating to
to such
such Reference
Reference Obligation
Obligation
Payment Date
Payment Date pursuant
pursuant toto its Instruments", as
"Underlying Instruments",
its "Underlying defined in
as defined in accordance the Master
with the
accordance with Master
Confirmation. For the avoidance
avoidance of
of doubt, the first
first Reference
Reference Obligation Calculation
Calculation Period
Period will
will begin
begin on
on
Confirmation. For the
the Reference
the Reference Obligation Date falling on
Payment Date
Obligation Payment prior to the Closing
on or immediately prior to the Closing Date.Date.
"Reference Obligation
"Reference Coupon" means the periodic interest rate
Obligation Coupon" in relation
applied in
rate applied to each
relation to each
Reference Obligation Calculation Period
Reference Obligation Calculation Period on the related
related Reference Obligation Payment
Payment Date,
Date, as
as
determined in accordance
determined in accordance with the terms of the underlying instruments
with the at the
as at
instruments as Date, without
Closing Date,
the Closing without
regard to
regard to any subsequent amendment.
any subsequent amendment.

"Reference Obligation
"Reference Amount" means, with respect to
Notional Amount"
Obligation Notional each Synthetic
to each Security, the
SynthetiC Security, the
notional
notional amount
amount specified
specified therein, which will be reduced or
or increased
increased pursuant
pursuant to
to the
the terms
terms of
of such
such
Synthetic
Synthetic Security.
Security.
"Reference
"Reference Obligation
Obligation Payment means (i)
Date" means
Payment Date" distribution date
scheduled distribution
(i)each scheduled Reference
for aa Reference
date for
Obligation occurring
Obligation occurring on
on or
or after
after the
the Closing
Closing Date and
and on
-on or prior
prior to such
such Reference
Reference Obligation's
Obligation's "Legal
"Legal
Final Maturity Date" (as set forth in the Synthetic Security),
Final Maturity Date" (as set forth in the Synthetic Security), determined
determined in
in accordance
accordance with
with the
the Underlying
Underlying
Instruments
Instruments and
and (ii)
(ii)any
any day after such
day after Reference Obligation's
such Reference Maturity Date"
"Effective Maturity
Obligation's "Effective (as set
Date" (as forth in
set forth the
inthe
Master
Master Confirmation)
Confirmation) on on which payment isismade
which aa payment inrespect
made in of
respect of such Reference Obligation.
Reference Obligation.

"Reference
"Reference Obligation
Obligation Principal Amount' means,
Amortization Amounf'
Principal Amortization respect to
with respect
means, with Reference
any Reference
to any
the product of (i) the amount of any Reference Obligation
Obligation Payment Date, an amount equal to
Obligation Payment Date, an amount equal to the product of (i) the amount of any Reference Obligation
Principal
Principal Payment
Payment on
on such
such date
date and
and (ii)
(ii) the
the Applicable
Applicable Percentage.
Percentage.

"Reference
"Reference Obligation
Obligation Principal means, with
Payment' means:
Principal Paymenr' to any
respect to
with respect Obligation
Reference Obligation
any Reference
to the holders of the Reference Obligation in
Payment Date, the occurrence of a payment of an amount
Payment Date, the occurrence of a payment of an amount to the holders of the Reference Obligation
other than
in
a
respect of principal (scheduled
respect of principal (scheduled or
or unscheduled)
unscheduled) in
in respect
respect of
of the
the Reference
Reference Obligation
Obligation other than a
payment
payment ininrespect
respect ofof principal
principal representing
representing capitalized interest, excluding,
capitalized interest, the avoidance of doubt,
for the avoidance of doubt,
excluding, for
any
anyWritedown Reimbursement or
Writedown Reimbursement Interest Shortfall
or Interest Reimbursement.
ShortfallReimbursement.
"Reference
"Reference Obligor"
Obligor"means the obligor
means the onaaReference
obligoron Obligation.
ReferenceObligation.
"Reference
"Reference Price"
Price"means reference price
thereference
means the percentage) specified
(expressed asasaapercentage)
price(expressed related
the related
specified ininthe
Synthetic Security.
Security.
Synthetic

A-16
A-16

Confidential
ConfidentialTreatment
TreatmentRequested byGoldman
Requested by Sachs
GoldmanSachs MBS-E-0211825528
GS MBS-E-021825528
GS
Footnote Exhibits - Page 5618

"Registered"means,
"Registered" means,with
withrespect anydebt
respecttotoany debtsecurity,
obligationorordebt
debtobligation obligationorordebt
debtobligation
security,aadebt debt
security that is issued after
after July
July 18,
18,1984,
1984, and
andthat is
that isininregistered
registeredform
formwithin
within the
themeaning
meaning of
ofSection
Section
security that is issued
881 (c)(2)(B)(Qofofthe
(c)(2)(B)(i) theCode
Codeandandthe Treasuryregulations
theTreasury promulgatedthereunder.
regulationspromulgated thereunder.
881
"RelevantAmount"
"Relevant meanswith
Amounf'means respecttotothe
withrespect relatedReference
therelated servicerreport
Obligation,ififaaservicer
ReferenceObligation, report
that describes a Reference Obligation Principal
Principal Payment,
Payment, Writedown
Writedown or Writedown
or Writedown Reimbursement
Reimbursement (other
(other
that describes a Reference Obligation inineach case that
than a Writedown
than a Writedown Reimbursement
Reimbursement within
withinparagraph
paragraph (i) of
(i) "Writedown
of Reimbursement'),
"WritedownReimbursemenf'), each case that
has the effect of decreasing or increasing the
the interest
interest accruing
accruing principal
principal balance
balance of
of such
such Reference
Reference
has the effect of decreasing or increasing
Obligation asofofaadatedateprior
priortotoaaDelivery Datebut
DeliveryDate butsuch servicerreport
suchservicer holdersofofsuch
deliveredtotoholders
reportisisdelivered such
Obligation as
Reference Obligation or to the calculation agent under
Reference Obligation or to the calculation agent under the
the related
related Synthetic
Synthetic Security
Security on afterthe
on ororafter the
related Delivery Date, an amount equal
equal totothe
the product
product ofof(i)
(i)the
the sum
sum of any
of any such
such Reference
Reference Obligation
Obligation
related Delivery Date, an amount
Principal Payment
Principal Payment (expressed
(expressedas a
positiveamount),
as a positive (expressedas
Writedown(expressed
amount), Writedown as aa positive amount) or
positive amount) or
Writedown Reimbursement (expressed as a negative amount),
Writedown Reimbursement (expressed as a negative amount), as
as applicable;
applicable; (ii)
(ii)the
theReference
Reference Price;(iii)
Price; (iii)
theApplicable
the ApplicablePercentage
Percentageimmediately
immediatelyprior DeliveryDate;
suchDelivery
priortotosuch Date; and (iv)the
and (iv) Percentage(as
ExercisePercentage
the Exercise (as
defined
defined in
in such
such Master
Master Confirmation).
Confirmation).
Mortgage-BackedSecurities"
"ResidentialMortgage-Backed
"Residential Securities"oror"RMBS" "RMBS" means securitiesthat
meanssecurities that represent interestsin
representinterests in
pools of residentialmortgagemortgageloans loanssecured
securedby by11to familyresidential
to44family mortgageloans.
residentialmortgage loans.
pools of residential
"S&P Rating"
"S&P Rating" means
means the the rating determined in
rating determined accordance with
in accordance with the methodology described
the methodology described in inthe
the
Indenture.
Indenture.
"S&P Recovery
"S&P Recovery Rate" means, with
Rate" means, respect to
with respect to a Asset (or
Collateral Asset
a Collateral (or in case of
the case
in the of aa Synthetic
Synthetic
Security, the
Security, the related related Reference
Reference Obligation)
Obligation) on
on any
any Determination
Determination Date,
Date, an
an amount
amount equal
equal to the
to the
percentage for such such Collateral
Collateral AssetAsset set forth in
set forth the S&P
in the Recovery Rate
S&P Recovery attached as
Matrix attached
Rate Matrix Part II
as Part II of
of
percentage for therein and (y) the row in such table
Schedule 0 to the
Schedule D to the Indenture Indenture in
in (x)
(x) the
the applicable table
table set
set forth
forth therein and (y) the row in such table
opposite the
opposite the S&PS&P Rating (determined in
Rating (determined procedures prescribed
accordance with procedures
in accordance prescribed by by S&PS&P for for such
such
Collateral Asset on the date of its purchase by the Issuer
Issuer or,
or, in
in the case of
of a
a Defaulted
Defaulted Obligation,
Obligation, the
the
Collateral Asset on the date of its purchase
S&P Rating immediately
S&P Rating immediately prior
prior to
to default).
default).
"Sale Proceeds" meansmeans all all amounts representing Proceeds (including (including accruedaccrued interest) from the
interest) from the
"Sale Proceeds" during such Due Period,
sale or other disposition of any
sale or other disposition of any Collateral Collateral Asset
Asset or Eligible Investment received
received during such Due Period,
net of any expended by the Collateral Manager Manager or the Trustee
or the connection with
in connection
net of any reasonable
reasonable amounts
amounts expended Trustee· in with
such sale or other disposition.
such sale or other disposition.
"Single 8BCalculation sum of the products of
the products (i)the
of (i) Balance of
Principal Balance
the Principal each
of each
"Single Calculation Amount"
Amount" means means the the sum
Single
Single BBRated
Rated Asset
Asset and
and (ii)
(ii)70%.
70%.
"Single 8B Rated that isisnot
Asset, that Triple CC Rated
not aa Triple with an
Asset, with
Rated Asset, an
"Single Rated Asset"
Asset" means means any
any Collateral
Collateral Asset,
less than "Ba3".
Actual Rating from S&P less
Actual Rating from S&P less than "BB than "B8-" 2 ' or
or with
with an
an Actual
Actual Rating
Rating from
from Moody's
Moody's less than "Ba3".

"Statistical of any
as of Determination Date,
any Determination Date, the the sumsum of, of, for Collateral
each Collateral
for each
"Statistical Loss
Loss Amount"
Amount" means, means, as
the Moody's Expected Loss
Asset, of such Asset and (ii)
Collateral Asset and (ii) the Moody's Expected Loss
such Collateral
Asset, the product of
the product of(Q
(i)the
the Principal
Principal Balance
Balance of
purposes of the calculation of the
Rate as set forth in the Indenture for
Rate as set forth in the Indenture for such
such Collateral
Collateral Asset.
Asset For
For purposes of the calculation of the
Statistical with respect
Date with Single B Rated
respect toto Single B Rated Assets, Deferred Assets, Deferred
Statistical Loss Loss Amount
Amount on on anyany Determination
Determination Date
Obligations and and the the
Interest
Interest PIK PIK Bonds,
Bonds, "Double
Double BB Rated Rated Assets,
Assets, Triple Rated Assets,
Triple CC Rated Defaulted Obligations·
Assets, Defaulted
principal amount of any Collateral Assets
Collateral Assets expected expected to
to be
be paid
paid in
in full
full after
after the
the December
December 2047
2047 Payment
Payment
principal amount of any after the Payment Date
the Payment related toto such
Date "related such
Date, the principal
Date, the principal amount amount thereof expected toto be
thereof expected paid after
be paid
Determination Date shall be
Determination Date shall be excluded. excluded.

"Supra Majority" means Notes,the


ClassofofNotes,
anyClass Holdersofofmore
theHolders morethan 66-2/3%
than66-2/3%
"SupraMajority" means(a) (a)with
withrespect
respecttotoany
to the Income Notes,
ofofthe
theAggregate
Aggregate Outstanding
OutstandingAmount Amountofofsuch suchClass Notesand
ClassofofNotes and(b) respectto the Income Notes,
with respect
(b)with
principal amount of the Income Notes.
more than 66-2/3% of the aggregate outstanding notional
more than 66-213% of the aggregate outstanding notional principal amount of the Income Notes. .

"Synthetic Security" means entered into


swapsentered intobybythe Issuerand
the Issuer Goldman
and Goldman
"Synthetic on Security" means the thecredit
creditdefault
defaultswaps
Date, evidenced by an ISDA Master
Sachs lntemational
Sachs Intemational on March March 21,
21, 2007,
2007, effective
effective asas of
of the
the Closing
Closing Date, evidenced by an ISDA Master
Agreement (Multicurrency Cross Border) and the Master Confirmation.
.Agreement (Multicurrency Cross Border) and the Master Confirmation.

A-1 7
A-17

Confidential
ConfidentialTreatment
TreatmentRequested
RequestedbybyGoldman
GoldmanSachs
Sachs MBS-E-021825529
GSMBS-E-021825529
GS
Footnote Exhibits - Page 5619

"Synthetic Security
"Synthetic Security Counterparty" means Goldman
Counterparty" means Intemational and,
Sachs Intemational
Goldman Sachs Goldman Sachs
and, ififGoldman Sachs
Intemational
International is
is no
no longer
longer the
the Synthetic
SyntheticSecurity
SecurityCounterparty,
Counterparty,any
anyentity
entityrequired
requiredto
tomake
make payments
payments ononaa
Synthetic Security pursuant to the terms of such Synthetic Security
Synthetic Security pursuant to the terms of such Synthetic Securityor
orany
any guarantee
guarantee thereof.
thereof.

"Synthetic Security
"Synthetic Security Termination means any
Payment" means
Termination Payment" terminatiol! or
any termination assignment payment
or assignment payment
required to be paid
required to be paid by
by the
the Issuer
Issuer in
inthe
the event
eventof
ofaatermination
termination or
orassignment
assignment of
ofthe
the Synthetic
SyntheticSecurities.
Securities.

"TaxEvent"
"Tax means(i)
Event"means adoptionof,
theadoption
(i)the of,or changein,
oraa change in, any taxstatute
anytax (includingthe
statute(including Code), treaty,
the Code), treaty,
regulation (whether
regulation (whether temporary
temporary or final), rule,
or final), ruling, practice,
rule, ruling, procedure or
practice, procedure decision or
judicial decision
or judicial or
interpretation
interpretation which which results
results or
or will
will result
result in
in withholding
withholding tax
tax payments
payments representing
representing in
in excess
excess of
of 3%
3% of
of the
the
aggregate interest
aggregate interest due due and payable on
and payable the Collateral
on the during the
Assets during
Collateral Assets Period in
Due Period
the Due in which such event
't'hich such event
occurs as a result of the imposition
occurs as a result of the imposition of
of U.S.
U.S. or
or other
other withholding
withholding tax
tax with
with respect
respect to
to which
which the
the obligors
obligors are
are
not required
not required to
to make
make gross-up
gross-up payments
payments that
that cover
cover the
the full
full amount
amount of
ofsuch
such withholding
withholding taxes
taxes on
on an
an after-
after-
tax basis
tax basis or or (ii)
(ii) the adoption of,
the adoption change in,
or change
of, or any tax
in, any statute (including
tax statute the Code),
(including the treaty, regulation
Code), treaty, regulation
(whether temporary
(whether temporary or final), or final), rule,
rule, ruling,
ruling, practice,
practice, procedure
procedure or
or judicial
judicial decision
decision or
or interpretation
interpretation which
which
results or
results orwill result in
will result taxation of
in taxation of the Issuer's net
the Issuer's income in
net income an amount
in an 3% or
to 3%
equal to
amount equal more of
or more the net
of the net
income of
income of the
the Issuer during any
Issuerduring any Due Period in
Due Period in which event occurs.
such event
which such occurs.

'Total Redemption Amount"


"Total Redemption Amount" means means the sum of
the sum amounts due
all amounts
of all due as of the
as of Redemption Date
the Redemption Date
pursuant to
pursuant clauses (i)
to clauses (i) through (ix) of
through (ix) the Priority
of the Payments for
of Payments
Priority of for Final Payment Dates.
Final Payment Dates.

''Treasury'' means
'Treasury" United States
means the United Department of
States Department the Treasury.
of the Treasury.

"Triple C
"Triple C Calculation Amount" means
Calculation Amount" sum of
means the sum the products
of the (i) the
products of (i) Principal Balance
the Principal of each
Balance of each
Triple
Triple C
C Rated
Rated Asset
Asset and
and (ii)
(ii) 50%.
50%.

''Triple C
'Triple CRated
Rated Asset" means any Collateral
Assef' means Asset (other than
Collateral Asset a Defaulted
than a with an
Obligation) with
Defaulted Obligation) an
Actual Rating from S&P of less
Actual Rating from S&P of less than "B-"
"B-" or with
with an Actual Rating from
from Moody's
Moody's of
of less
less than
than "B3".
"B3".

'Writedown Amount"
'Writedown means, with respect to any day, the product of
Amount" means, amount of
the amount
(i) the
of (i) any
of any
Writedown day, (Ii)
such day,
on such
Writedown on the Applicable Percentage
(ii)the and (iii) the Reference Price.
Percentage and Price.

'Writedown
'Writedown Reimbursement"
Reimbursement" means, means, with respect to any day, the the occurrence of: (i)aa payment
of: (i) payment by by
or on behalf of the Reference Entity
or on behalf of the Reference Entity of an amount in
in respect of
of the Reference Obligation
Obligation in
in reduction
reduction of
of
any prior Writedowns; (ii)(A) an increase
any prior Writedowns; (ii)(A) an increase by or on behalf of the Reference
Reference Entity
Entity of
of the
the outstanding
outstanding
principal amount of
principal amount of the
the Reference
Reference Obligation
Obligation to reflect the reversal of any prior Writedowns;
to reflect Writedowns; or (B)aa
or (B)
decrease
decrease in in the
the principal deficiency balance or realized loss
principal deficiency described in
(however described
amounts (however
loss amounts the
in the
underlying instruments) attributable
underlying instruments) attributable to the Reference
Reference Obligation;
Obligation; or
or (iii)
(iii) if
if "Implied
"Implied Writedown"
Write down" (as
(as defined
defined
in
in the
the related
related Synthetic
Synthetic Security) applicable and the
Security) isis applicable instruments do
underlying instruments
the underlying do not provide for
not provide for
writedowns,
writedowns, applied principal deficiencies or
losses, principal
applied losses, or realized losses as
realized losses as described in (ii) above to occur inin
described in (ii) above to occur
respect of the Reference Obligation, an "Implied Writedown
respect of the Reference Obligation, an "Implied Writedown Reimbursement
Reimbursement Amount" (as
Amounf' (as defined the
defined ininthe
related Synthetic Security)
related Synthetic Security) being
being determined
determined in
in respect
respect of
of the
the Reference
Reference Obligation
Obligation by
by the
the calculation
calculation
. agent
agent thereunder.
thereunder.
'Writedown
"Writedown Reimbursement Amount" means,
Reimbursement Amount" respect to
with respect
means, with to any day, an
any day, amount equal
an amount the
to the
equal to
product
product of: the sum
of (i)(i)the sum ofof all
all Writedown Reimbursements on
Writedown Reimbursements that day;
on that the Applicable Percentage;
(ii) the Applicable Percentage; and
day; (ii) and
(iii)
(iii)the
the Reference
Reference Price.Price.
"Writedown
"Writedown Reimbursement
Reimbursement Payment means, with
Amount" means,
Payment Amount" any date
respect toto any
with respect determination,
of determination,
date of
the sum
the sum of of the
the Writedown
Writedown Reimbursement
Reimbursement Amounts
Amounts in
in respect
respect of
of all
all Writedown
Writedown Reimbursements
Reimbursements (if any)
(if any)
made
made during
during thethe Reference
Reference Obligation Calculation Period
Obligation Calculation relating toto such
Period relating date; provided
such date; the
that the
provided that
aggregate of all Writedown Reimbursement Payment Amounts at any time
aggregate of all Writedown Reimbursement Payment Amounts at any time shall
shall not
not exceed
exceed the
the aggregate
aggregate
of
ofall
all Floating
Floating Amounts
Amounts paid bythe
paid by Issuerininrespect
the Issuer ofWritedowns
respect of occurring prior
Writedowns occurring to such
priorto date.
such date.
"Writedown
"Writedown Reserve
ReserveAmount" the meaning
hasthe
Amount" has forth ininthe
setforth
meaning set Confirmation.
Master Confirmation.
the Master

A-18
A-18

Confidential
Confidential Treatment
TreatmentRequested
Requested by
byGoldman
Goldman Sachs
Sachs GS MBS-E-021825530
GS MBS-E-021825530
Footnote Exhibits - Page 5620

-
()
o
:::J
0:
CD APPENDIX B
:::J
::: APPENDIX B
w Collateral Descriptionsand
AssetDescriptions
CollateralAsset TransactionSummaries
andTransaction Summaries
-i
CD
~
3 10/4106 LIBORO1M 1.40% 12/120046 CDO A2 A2 A A
CD PrtncIpal
Finance
:::J
...... A3 A3 A- A- A- 7.1 GE Anance
Asset
Management
1.35% 12/2045 CDO
86565MAD9 SMSTR 2005-1A B SMSTR 2005-1A $10,000,000 1.0000
1.0000 $10.000,000 $12,000,000
SIO.000.000 512,000.000 5400.000.000
S400.000,000 10120105 synthetic
10120105 synthellc
spread 1.35% 121612045 COO A3 A3 A- A- A- 7.1 Incorporated
GEAssel
;u 6565MA09 SMSTR 2005-lAB SMSTR 2005-IA 610,000.000 spread Menagem.nl
CD A A - Incotporaled
6.8 Trlcada CDO
10/06 UBOR01M 1.45% 101812046 CDO A2 A2
..0 67337WAo2 TABS 2OQ6.5A A3 TABS 2OOB-5A $20,000,000 1.0000 $20,000,000 S60.000,000
$20.000,000 560.000,000 51.500.000.000
51,500,000.000 10/5106 UBOR01M 1.45% 101812046 COO A2 A2 A A T~cadla COO
6.8 Management
TABS 2006-5A $20,000.000 1.0000
C 67337WAD2 TABS 2006-SA A3 ManagemenL
LLC
CD A- A - LLC
7.5 Metropolitan
A3 A3
69053XAE6 TOPG 2005-1A B TOPG 2OO5-1A $15.000,000 1.0000 $26,000,000
515.000.000 $26.000,000 5500.000,000 1/18/06
1/16106 synthetic
synthetic 1.35%
1.35% 1/1012045 CDO
111012045 COO A3 A3 A- A- 7.5 West Asset
Metropolitan
~ 69053XAE6 TOPG 2005-IA B TOPG 2005-1A S15.000,000 1.0000 515.000,000 5500.000,000 spread
spread WeslAssel
Management
LIC.
CD ManagemenL
C- A A LLC,
6.8 Vertical
10131106 synthetic 11/2046 CDO A2 Capital. LLC
O'" 92534FAOO VRGO 2006-1A A3 VRGO 2006-1A $15.000.000 1.0000
1.0000 $15.000.000
$15,000,00 $60,000,000 $2,095.000,000
S60.000,000 52,095,000,000 10131/06 synthelic
spread 1.40% 1119/2046 COO A2 A2 A A 6.8 Vertical
92534FA0 VRGO 2006-1A A3 VRGO 2006-IA 115.000.000
spread Capttal, LLC
'< 00062NAEO ACABS 2005-2A A3 ACABS 2005-2A $20.000.000 0.9120 516,240.508 522,500,000 $450,000.000
$450,000,000
8/30/05
8/30/05
synthetic
synlh8Uc 1.42% 12612044
121612044 COo
COO A3
A2 A-
A-
A-
A-
- .6 ACA
Management
9.6 ACA
ACABS 2005-2A 520,000.000 0.9120 518.240.508 $22.500,000 spread A3
G) 00082NAEO ACABS 2005-2A A3 spread
4/12/06 synthetic 4/912046 CDO A2 A A A 6.5 Management
Elington
o 26441NAo3 oUKEF 200S-1OA A3
26441NAD3 DUKEF 2006-0A A3
OUKEF 2006-1OA
DUKEF 2006-10A
520.000,000
$20.000,000 1,0000
1.0000 $20,000.000
$20,000.000 578,000,000 $1.200,000.000
$78.000,000 51.200.000,000 41121\l6 synlhetic
spread
spread
1.41% 41912046 COO A2 A2 A A A 6.8 Capital
EIUngIOn
Capital
Management,
0:: synthetic Menagemanl
A2 A A A L.P. (NJ).
5.3 GSCP
3 3622X4AH6 GSCSF 2006-2A 0 GSCSF 2006-2A
GSCSF 2006-2A
520,000,000
520.000.000 1.0000
1.0000 520.000.000
520,000.000 $22,500,000
$22.500,000 S504,OOO,OOO
$504.000,000 5/3106
5131106 synlhetic
spread 1.55%
6/8/2045
618/2045
CDO
COO A2 A2 A A A 5.3 GSCP (NJ).
w 3622X4AH6 GSCSF 2006-2A D
1/20/06
spread
synthetic 2/12/2041 COo A2 A A - L.P.
5.3 HBK
Investmsents
:::J 36866BAEO GEMST 2005-4A C GEMST 2005-4A
GEMST 2005-4A
520,000.000
120.000.000
1.0000
1.0000 . 120.000,000
$20,000.000 $21,000.000
$21,000.000 $600,000,000
1600.000.000 1120/06 synlh.llc
spread 1.33% 211212041 COO A2 A2 A A 5.3 HBK
36668BAEO GEMST 2005-4A C spread
en
w 722694Ao6
722694AD8
PINEM 2005.A C
PINEM 2005-A C
PINEM 200s.A
PINEM 2005-A
520,000,000
$20,000,000
1.0000
1.0000 $20,000.000
S20,000,000 $12.000,000
$12,000,000 5401,000,000
5401.000,000 11/8/05
1118105
synthetic
synlhellc
spread 1.47% 11/16/2045
11/1612045 CDO
COO A2
A2
A2
A
A
A
A
- Investmen\s
4.1 Smith
Breeden
4.1 Associates
Smilh
spread Breeden
o synthetic 2/6/2040 CDO A2 A A Associates
6.0 Capital nd
meerfie
::T 766277Ao7 RIVER 2OQ5.1A C RIVER 2OQ5.1A 51S.OOO.OOO 1.0000 515,000.000 55,250.000 S3OO,OOO,OOO 1/1905
1/19105 syn1hetic 1.40% 21612040 COO A2 A2 A 6.0 Management
Deerfield
en 768277AD7 RIVER 2005-1A C RIVER 2005-1A $15.000.000 1.0000 S15,000,000 $5,250,000 1300,00.000 spread
spread
A
Capital
synthetic A A - Management
8.0 TCW Asset
management
7127/06 8110/20465 CO A2
8S233TA06 STAK 2006-1A 5 STAK 2006,IA 520,000,000 1.0000
1.0000 $20.000.000
$20,000,000 $11,500.000
$11,500,000 $500,000,000
$600.000,000 7127106 synlhetic
spread 1.60% 6/1012046 COO A2 A2 A A 8.0 Company
TCW Assel
85233TAD8 STAK 2006-1A 5 STAK 2006-1A 120.000.000
spread management
A2 A A A 6.4 Vertical
synthetic Company
Capital. LLC
925345AE0 VERT 2006-1AA3 VERT 2006-1A 520,000,000 1.0000 $20,000,000 $31,000,000 $775,000,000 4/25106 synlhellc
4125/06 1.41% 2/9/2046.
2/912046 CDO
COO A2
S20.000.000 1.0000 320.000,000 $31.000.000 $775,000,000 spread A2 A A A 6.4 Vertical
TCW Asset
925345AEO VERT 2005-1AA3 VERT 2006-1A spread A2 A A - 7.9 Captlal, LLC
synthetic 10/6/2040 CDO Management
239156AD4 oVSQ 200S-SA C oVSQ 2005-5A 515,000.000 1.0000 $15.000,000 540.000.000 $2,016,000,000
12.018.000.000 9130/05
9130105 synthetic 1.46% 10/812040 COO A2 A2 A A 7.9 TcwAsael
239156AD4 OVSQ 2005-SA C DVSQ 2005-5A $15.000.000 1.0000 $15.000.000 $40.000.000 spread
spread
company
Managemenl
AS A- A- - 7.6 Cambridge
synthetic Company
Place
13189LAoi CAMBR SA B . CAMBR SA $15,000.000 1.0000 515.000.000 $19.000,000 $502,250,000 12120/05 synlhetic
12120105 1.43% 12A/2045
121612045 COO
COO A3
115,000.000 1.0000 115.000.000 $19.000,000 $502,250,000 spread A3 A- 7.6 Cambrtdge
Investmtent
13189LAD1 CAMBR SA B CAMBR SA spread Place
Managemenlt
Investmenl
LP
Managemen~
AS A A - Calm
6.9 lLP
1.35% 2/13/2047 CDO A2 Financial
12777CAE9 CRNMZ 2006-2A C CRNMZ 2006-2A 53,000,000 1.0000 53,000,000
13,000,000 $33.750,000
$33.750.000 5773,375.000
1773.375.000 1119/06 LIBORO3M
11/9106 LIBOR03M 1.35% 211312047 COO A2 A2 A A 6.9 Celm
12777CAE9 CRNMZ2006-2AC CRNMZ2006-2A $3,000.000 1.0000 Products
FInancial
Limited
Producls
G) A2 A A - NIBCCredit
6.3 Umlled
en 076451A03 BlHV 2005-1 A C
078451A3 BLHV2005-1AC
BLHV 2005-1 A
BLMV2005-1A
515.000,000
$15.000,000 1.0000
1.0000 $15,000,000
115.000,000 526,250,000
126,250.000 $750.000,000
750.000.000 6/23/05
6123105
synthetic
synlheHc
spread
spread
1.50%
1.50% 6/812045
. 6/612045 CDO
COO A2 A2 A A
Management
6.3 NIBCInc, Credll
s: $22.000,000 814/05
synthetic
1.55% 9112/2040 CDO
A2 A A -
Menagemanl
Vanderbilt
6.5 Inc.
Capital
OJ 347199AC5 FloRB 200S-1AA3L
347199ACS FTDRB2005-1AA3L
FToRB 2005-1A
FTDRB 2005-1A
515,000.000
115.000.000 1.0000
1.0000 $15.000.000
515,000,000 $22.000,000 $484.500,UOOO
$484.500.U000 614105 synlhetic
spread 1.55% 9/1212040 COO A2 A2 A A 6.5 Vanderbift
Advisors, LLC
enI
spread
synthetic CO.
AS A A A 6.2 Cepilsl
lactrus
Advisors,
Capital LLC
816/2040
m I
46426RAE9 ICM 2005-2A C
46426RAE9 ICM2005-2A C
ICM 2oo5-2A
ICM2005-2A
$15,000,000
$15.000,000 1.0000
1.0000 515.000,000
115.000.000 $11,000,000
511,000.000 $403,000,000
1403.000,000 7127/05
7127105 synlh.llc
spread
spread
1.68%
1.86% 8/812040 COO. A2 A2 A A A 6.2 Isonus
Management.
Cap"al
U-C
o AS A A -
ManagemenL
6.0 TCW Aaset
N LlC
...... 83743LAJO SCF SA C SCFSA
SCFSA
51S,OOO,OOO
$15.000,000 0.9855
0.9855 514,782.894
$14.782.894 512,000,000
512,000,000 5506.500,000
5506.500,000 1/25/06
1125106 synthetic
synlhellc
spread
1.71%
1.71% 10/6/2043
101612043 CDO
COO A2 A2 A A 6.0 TOO
Management
Assel
Company
(X) 83743LAJO SCF BAC spread Management
N Company
0'1
0'1
W 8-1
......
() Footnote Exhibits - Page 5621
0o
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--i 002561ADO ABAC 2006-HOlA IncAssel
Management.
Management.
CD Asset
w
CD
..- oo256IAEB ABAC 2006·HG1A 0 ABAC 2006·HGIA 59.000.000 1.0000 $9,000,000 $9,000,000
$9,000.000 s5900.000.000 11/30108 LIBOR01M
$900,000,000 1113006 LIBOROIM 2.20%
2.20% 11/2812046
1112612048
COO
COO
A3
A3
A3
A3
A.

A.
A.
6.8 Besr Inc Steams
6.B Managemnit.
Baar Steams
59,000.000 1.0000 $9,000.000
3(I) 002561AE8 ABAC 2006-HG1A D ABAC 2006-HG1A Assai
IncManagement.
A2 A A Inc Asset
West
7.2 Metropotitian
.....
::::J
CD . 69054BAE3
89054BAE3
TOPG 20Q6..2A B
TOPG 2006-2A B
TOPG 2006·2A
TOPG 2006-2A
$10,000,000
$10.000.000
1.0000
1.0000 S10,Ooo.000
510.000.000 $45.000,000
545.000,000 51,015,000,000
$1.015,000,000 12/14/06
12114106 UBOR01M
LlBOR01M 1.45%
1.45% 12/1012046
1211012048 CDO
COO
A2
A2 A2 A A Management
7.2 Melropolitlan
West Assai
:::0 synthetic 1.95% 211312047 COO A2 A2 A A - 6.5 calm Financial
Management
(I) 12777CAE9 CRNMZ 2008-2A C CRNMZ 2006-2A 517,000.000 1.0000 517,000,000 $33,750,000
533,750,000 5773,375,000
$773.375,000 11/9/06
11/9106 synthetic 1.95% 211312047 COO A2 A2 A A 6.5 Products
Calm
CRNMZ 2006-2A 517.000.000 1.0000 517.000,000
..0
CD 12777CAE9 CRNMZ 20-2A C spread Anandal
C Limited
Products
(I) A2 A2 A A 5.4 Capital
ALimited eaddin
synthetic 2.27% 2/3/2042 COD 5.4 Management
COO
~ 34957YAE7
34957YAE7
FORTS 2OQ6..2A C
FORTS 2006-2A C
FORTS 2006-2A
FORTS 2008-2A
520,000,000
$20.000.000
1.0000
1.0000 520.000,000
S20.000,000 $20,000,000
20.000,000 5S12,700,OOO
$512,700,000 12/7/06 synthlilic
spread
spread
2.27% 21312042 A2 A2 A A Aladdin
Capital
(I)
LLC
Management
0. A 6.7 Capitolcieus
LLC
7=3/2046 COO A2 A2 A
cr 46426XAE6 ICM 2006-3A C ICM 2006-3A
ICM2006-3A
'$20,000,000
$20,000.000 1.0000
1.0000 520,000,000 119,000.000
120,000,000 $19,000,000 S60S,OOO.000
$605,000.000 6/108
6129106 synthetic
synthetic
spread
1.81%
1.81% 7/312046 COO A2 A2 A A B.7 Management,
Ischus
'< 46426XAE6 ICM2006-3A C spread Capllal
LLC
Managemenl,
G) A2 A2 A A - 7.0 ACA Management
LLC
COO
o .000B2INA02 ACABS 2006·1A A3L ACABS 2006-1A $20,000,000 0.9970
0.9970 $19,939,607 S40.000.000
119,939,607 $40,000,000 57S0,ooo,OOO
$750,000.000 4127106
4127106 synthetic
spread
synthetic 2.23%
2.23% 611012041
6/1012041 COD A2 A2 A A 7.0 ACA
c:: .00082WAD2 ACABS 2006-1A A3LX ACABS 2006-lA
14214BAE9 CACoo :zoos.1A Cl CACoo 20os.1A
$20,000.000
520,000,000 1.0000
1.0000 $20,000,000
$20.000,000 $60,000,000
$60.000.000 51,58S,68O,OOO
11.565.680,000 1111/06
llMI06
spread
synthetic
synthetic
spread 2.18%
2.1B% 11/1012046
1111012046
COO
COO
A2
A2
A2
A2
A
A
A
A
Management
7.5 StatnStreet
7.5 Advisors
Stata Slreet
3 142146AE9 CACDO2006-1AC1 CACOO2006-1A $20.000.000
spread Global
w 10/610 synthetic
spread 2.00% 1116/2046 COO A2 A2 A A A L.P.
Advisors
6.9 GSCP(NJ). aenbnt
::::J 362479A09 GSCSF 2oo6-4AA3 GSCSF 2006-4A 520,000,000
$20,000.000
1.0000
1.0000 520,000,000
320.000,000 545,000,000
45,000,000 55750,000,000
750,000.000 10l6I08 synthetiC 2.00% 111612046 COD A2 A2 A A A B.9 GSCP (NJ).
GSCSF 2006-4AA3 GSCSF 2006-4A spread 5.1 Decisration
L.P.
en
w
362479AD9
45377I1tALS INOE7 7A 0 tNDE77A
INDE7 7A
520,000,000
$20,000.000
1.0000
1.0000 S20,OOO,OOO
520.000,000 51S,OOO'OOO
$15.000.000 $607,206,000
$607,206,000 3128/0
3128106 synthetic
synthetic
spread 2.40%
2.40% 1/1012045
111012045
COO
COO
A2
A3
A3
A3
A-

A-
A.
A-
A· & Research
5.1 Management
DeclaraUon
45377MAL5 INDE7 7A 0 spread Managemenl
o LLC
& Rasean:h
:::T A A 6.2 Asset
LLCPMorgan
en S43175AJ2 LSTRT 200s.1A 0 LSTRT 2006-1A $20,000.000
$20.000,000 1.0000
1.000 520.000.000
120.000,000 520.000.000
520,000.000 $SOO.OOO,OOO
$500,000.000 83/106
613108 synthatc
spread
synthetic 2.25%
2.25% 11102046
111612046
COO
COO
A2
A2
A2
A2 A A B.2 JP Morgan
543175AJ2 LSTRT 2006-1A D LSTRT 2006-1A spread Management
Assai
COO A2 A2 A A . 6.7 Management.
Management
TrIcad/ ACOO
1/26/06 synttmtic
synthetiC 1.86%
1.86% 8/30/2045
613012045 COO A2 A2 A A LLC
B.7 Tricadla COO
87337UA06 TABS 2005-4A 0 TABS 2005-4A $20,000.000
$20,000,000 1.0000
1.0000 520.000,000
$20,000,000 510,000,000
$10,000,000 5402,000,000
$402.000.000 1126106
87337UAD6 TABS 2005-4A 0 TABS 2005-4A spread
spread Managemenl.
10/31106 synthetic A2 A A 7.6 LLC Financial
Braddoct
2.00% 1111412046 COOCOO A2
08861KACO BFCSL 2006-1A 0 BFCSL 20os.1A 520.000.000 1.0000 520,000,000
120,000,0005530,000,000
30,000,000 $750,000,000
$750,000,000 10/31106 spread
synlhetlc 2.00% 1111412046 A2 A2 A A 7.B Corporation
BraddOCk
BFCSL 2006-IA S20.000.000 1.0000
08861KACO BFCSL 2006-1AD spread Finantlal
12/21/06 LISOR03M A2 AZ A A - 8. Corporation
scus
1.90% 10/12/2045 COO Management
46426YACB ICM 2006-S2A A3L ICM 2006·S2A 510.000.000 1.0000 510.000,000
110,000.000 560,000,000
560,000,000 51,004.000.000
51.004.000,000 12121108 LIBOR03M 1.90% 1011212045 COO A2 A2 A A B.O IschusCapital
ICM2006-S2A 110.000.000 1.0000 '-IC
46426YAC8 ICM 2006-S2A A3L Capital
AZ AZ A A - 6.0 Management.
Church
12115105 synthetic Tavern
LLC
spread 1.65% 10/5/2045 COO Advisors
62437XADO SHERIN 200S·2A C SHERW 2OQ5..2A 520.000.000 1.0000 S20,OOO.000 510,000,000
110.000.000 5500,000.000
5500.000,000 12115105 synlhetlc 1.6S% 101512045 COO A2 A2 A A 6.0 Church
SHERW 2005-2A 520,000.000 1.0000 $20,000.000
82437XADO SHERW 2005-2A C spread
AZ A2 A A - 5.3 Tavern
Clinton Group
11/15/05 synthetic Inc.
Advisors
1.75% 21/2041 COO
OO7022AOB AORDC 2005-2A C ACRDC 2005-2A
ADROC 2005-2A
S20.000.000
$20.000.000
1.0000
1.0000 $20,000.000
$20,000.000 $30.900.000
530.900.000 51,545,000,000
11545,000.000 1111510S spread
synthetic 1.75% 21612041 COO A2
A2
A2
AZ AA AA - 5.3
7.3 CHnlon Group
TCW Asset
G) 007022AD8 ADROC 2005-2A C 12/28/105 spread
synthetic COO
Management
Inc.
1.75% 415/2046 A2 A2 A 7.3 Tew Company
Assel
COD A
en 3B521PAE4 GRAND 2005-1A C
38521PAE4 GRAND 2005-1A C
GRAN02005-1A
GRAND2005-1A
520,000.000
520.000.000
1.0000
1.0000 520,000.000
120.000.000 547.000.000
$47.000.000 51,190,010,000
$1,190,010,000 1212BICS synthetic
spread
spread
1.75% 41512046
A2 AZ A A 7.0 Management
TCW Asset
management
s: B5234AAG1 STAK 20Q6..2A 5 STAK2006-2A
STAK 2005-2A
520.000,000
520.000,000
1.0000
1.0000 520.000.000
120.000,000 $27.000.000
$27.000.000 1900.000,000
5900.000.000
2/8107
216107
synthetic
spread
synthetiC 2.15%
2.15% 311012047 COO
311012047
COO
A2 A2 A A 7.0 Tew
Company
Company
Asset
CXJ 85234AAG1 STAK 2006-2A 5 spread
AZ AZ A A - 5.7 management
Fund America
en
I 64069PAJ7 NEPTN 2006-3A B NEPTN2006-3A 520.000.000 1.0000
1.0000 120.000,000 S14,OOO,OOO
520,000,000 514.000.000 5406.000,000
$406.000.000
319106
319106
synthetic
spread
synthetic 1.51%
1.51%
315/2046
31512046
COO
COO A2 A2 A A 5.7 Fund
Management.
Company
Corporation
America
120.000.000
m
I
64069PAJ7 NEPTN 2006-3A 8 NEPTN2006-3A spread
synthetic
AZ AZ A A - 6.2 Management
StateStreet
Corporation
Global
6&29106
o 25454XA07 DGCOO 2006-2A C OGCoo 2006-2A $20.000,000 1.0000
1.0000 $20.000.000 S22.600.000
$20.000,000 S22.800,000 $600.000.000
$600.000,000 6129106 spread
syntheUc 2.20%
2.20%
6/15/2049
6M5I2049
COO
COO A2 A2 A A 6.2 Stale Advisors
Streel
tv 25454XAD7 DGCDO 2006-2A C DGCOO 2006-2A S20.000.000 spread
AZ A2 A A - 6.5 Global
CredliSussO
-" 12115/0 synthetic Alternative
Advisors
(» spread 2.45% 12 COO
16/2051 COO A2 A A 6.5 CredO Capital
Suisse
00636BACB AOMSa 2006·1A C ADMSO 2006-1A 520,000,000 1.0000 520.000,000
$20,000.000 S15,25O,OOO
$15,250,000 5507,250,000
507.250.000 12115/06 synthetic 2.4S% 1211612051 A2
tv ADMSQ 2006-1A $20.000.000 1.0000
006368AC8 ADMSO 2006-1A C spread AltannaUve
01 Capital
01
eN
tv 8-2
() Footnote Exhibits - Page 5622

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Advsrs. LLC
Capllal

-
Adviso",.
(NJ),LLC
(b 157197AC8 CETUS 2(l()6.1A B CETUS 2(J()6.1A 520.000.000 1.0000
1.0000 $20.000.000 S5,000.000
520.000.000 $55,000,000 $1,000.000.000
$1,000,000.000 7120/08
7I20I08 synthetic
synthetic 2,40%
2.40% 10/16/2046
1011612048 COO
COO
A2
A2
A2
A2
A
A
A
A
6.7
6.7
GSCP
L.P.
GSCP (NJ),
Q) 157197ACB CETUS 2006-1A B CETUS 2006-IA $20.000.000 spread
spread A 6.6 L.P. (NJ).
GSCP
synthetic 2,46% 12/20/2046 CDO A2 A2 A - L.P.
15719MAC5 ceTUS 2006-2A B ceTUS 2006-2A $20,000,000 1.0000
1.0000 520,000,000 $55.000.000
$20,000.000 5S5,OOO,OOO 51.000.000.000
1.000,000,000 9/27/06
9f27tr13 synthetic
spread 2.46% 1212012046 COO A2 A2 A A 6.6 GSCP (NJ).
3 15719MAC5 CETUS 2006-2A B CETUS 2006-2A $20,000.000 spread L.P. (NJ).

- 2.05% 7/16/2046 CDO A2 A2 A A A 6.4 L.P.


GSCP
CD 3622XOACS GSCSF 2006·1A B GSCSF 2005-1A
GSCSF 2006-IA
520.000,000
320,000,000 1.0000
1.0000 $20,000,000
520,000,000 526,000.000
$26.000,000 5550.000,000
sssa,ooo,ooo 3/31106
3I31tr13 synthetic
synthetic
spread 2.05% 7/1612048 COO A2 A2 A A A 6.4 GSCP (NJ),
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synthetic 6/15/2051 CDO A2 A2 A A MKP
6.6 Management.
553129AD9 MKP 6A C MKP 6A $20.000.000 1.0000 $20,000,000 $4,000.000
$4,000,000 $300,750,000
$300.750.000 8t/DS
8131tr13 synthetic 2.15%
2.15% 611512051 COO A2 A2 A A 6.6 L.LC..
MKP Cepltal
MKP 6A $20.000,000 1.0000 S20.000,000 spread
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S20.000.000 1.0000
1.0000 520,000,000 $16.000.000
$20,000,000 516.000.000 $500.000,000
$500.000,000 1110107
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CD 74732AAD9 PYXIS 2(l()6.1A C PYXIS 2005-1A $20.000,000 1.0000 520.000,000 569.000,000 $1,500,000,000 1013/06
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synlhetlc 2.45%
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4/1210 1.90% 10/12/2045 CDO A2 A2
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Footnote Exhibits - Page 5623

[THIS PAGE INTENTIONALLY


[TUS LEFI' BLANK]
INTENTIONALLY LEFT BLANK]

Confidential
Confidential Treatment
Treatment Requested by Goldman
Requested by Sachs
Goldman Sachs GS MBS-E-021825534
GS MBS-E-021825534
Footnote Exhibits - Page 5624

ANNEX A-1
ANNEXA-1
FORMOF
FORM INCOMENOTES
OFINCOME PURCHASEAND
NOTESPURCHASE TRANSFERLETTER
ANDTRANSFER LETTER

TheBank
The BankofofNew
NewYork,
York,London
LondonBranch
Branch
OneCanada
One CanadaSquare
Square
LondonE14
London E145AL
SAL
UnitedKingdom
United Kingdom
fax+44
fax +4420207964
79646399
6399
phone+44
phone +4420207964
79647073
7073
Attention:Corporate
Attention: CorporateTrust
TrustAdministration
Administration

Re:
Re: TimberwolfI,I,Ltd.
Timberwolf Ltd.
IncomeNotes
Income Notes

DearSirs:
Dear Sirs:

Reference is
Reference is hereby
hereby made
made toto the IncomeNotes
the Income (the "Income
Notes (the issued by
Notes") issued
"Income Notes") Timberwolf1,
byTimberwolf I, Ltd.
Ltd.
(the "Issuer"), described in in the
the Issuer's
Issuer's Offering Circular dated
Offering Circular March 23,
dated March 2007 ("Offering
23, 2007 to be
Circular") to
("Offering Circular") be
(the "Issuer"), described
purchased and heldheld by
by us.
us. WeWe (the "Purchaser'~ are
(the "Purchase) are purchasing U.S.$ [[
purchasing U.S.$ I
1 aggregate notional amount
aggregate notional amount
purchased and
of Income
of Income Notes
Notes (the
(the "Purchaser's Income Notes').
"Purchaser's Income Terms defined
Notes'). Terms referenced in
or referenced
defined or in the Offering Circular
the Offering Circular
shall have the meanings set forth in the Offering Circular.
and not otherwise defined or referenced herein
and not otherwise defined or referenced herein shall have the meanings set forth in the Offering Circular.

The Purchaser
The Purchaser herebyhereby represents, warrants and covenants for
represents, warrants benefit of
the benefit
for the Issuer that:
the Issuer
of the that:

(a) (i) The


The Purchaser
Purchaser is is (check
(check one) one) (x)(x) __ a a qualified institutional buyer (as
institutional buyer defined in
(as defined Rule 144A
in Rule 144A
(a) (i) "Securities Act")) (a "Qualified Institutional
under the Securities
under the Securities Act
Act of
of 1933, as amended
amended (the
(the "Securities Act"» (a "Qualified Institutional
Buyer"), (y)(y) __ a a non-U.S.
non-U.S. PersonPerson (as (as defined
defined in in Regulation S under the
S under Securities Act)
the Securities that is
Act) that is
Buyer"), complying with Rule 903 or
acquiring the
acquiring Purchaser's Income Notes in
the Purchaser's Income Notes in an offshore transaction
transaction complying with Rule 903 or
Rule of the Securities Act or (z) (z)__ an an "accredited investor" (as defined in
Rule 904904 ofof Regulation
Regulation S S of "accredited investor"
has a net worth
(as defined
of
in
less
not less
Rule 501(a) under the Securities Act)
Rule 501 (a) under the Securities Act} (an "Accredited Investor")
Investor") who
who has"a net worth of not
than purchasing the Income Income NotesNotes for its own
for its account; (ii)
own account; (ii)The Purchaser,
The Purchaser,
than U.S.$10
U.S.$1 0 million
million that
that is
is purchasing
for the purposes Section
of Section
in the case
in the case of
of clauses
clauses (x)
(x) or
or (z)
(z) above, is
is a
a "qualified
"qualified purchaser"
purchaser" for the purposes of
"Investment Company Act") (a
3(c)(7) of the Investment Company Act of 1940, as amended
3(c)(7} of the Investment Company Act of 1940, as amended (the "Investment
above, is
Company
not
Act")
acquiring
(a
the
"Qualified Purchaser''); (iii) The
"Qualified Purchaser"); (iii) The Purchaser, Purchaser, in
in the
the case
caSe of
of clause
clause (z)
(z) above, is not acquiring the
Income resale or
any resale
to any distribution thereof,
or distribution accordance with
than inin accordance
other than
thereof, other with thethe
Income Notes
Notes withwith aaview
view to
the Purchaser's Income
restrictions set forth below; (iv) The Purchaser
restrictions set forth below; (iv) The Purchaser is
is aware
aware that
that the
the sale
sale of
of the Purchaser's Income
Notes being made reliance on
made inin reliance on an exemption from
an exemption registration under
from registration under the the
Notes to to the
the Purchaser
Purchaser isisbeing
Securities
Securities Act; Act; (v) (v) The
The Purchaser
Purchaser (unless(unless otherwise permitted under
otherwise permitted the Fiscal
under the Fiscal Agency Agency
Agreement) isisacquiring the aggregate
Notes ininthe notional principal
aggregate notional amount ofof not
principal amount not less than
less than
Agreement) acquiring Income Income Notes
With respect to any
" U.S.$100,OOO with
U.S.$100,000 with integral integral multiples
multiples of
of U.S.$1
U.S.$1 in
in excess
excess thereof;
thereof; (vi)
(vi) With respect to any
transferee, understands that,
also understands in conjunction with any
that, in conjunction with any transfer of the transfer of the
transferee, the the Purchaser
Purchaser also
it will not transfer
Purchaser's ownership of any Purchaser's
purchaser's ownership of any Purchaser's Income
Income Notes
Notes purchased
purchased hereunder,
hereunder, it will not transfer
or transferofofsuch Purchaser's Income
such Purchaser's Income NotesNotes without obtaining from
without obtaining from the transferee aa
the transferee
orcause
cause the the transfer
The
certificate
certificate substantially
substantially ininthe form of
the form Income Notes
this Income
of this Notes Purchase and Transfer
Purchase and Transfer Letter; (vii) Letter (vii)The
the transfer restrictions described to any subsequent transferees.
Purchaser will provide notice of
Purchaser will provide notice of the transfer restrictions described to any subsequent transferees.

(b) The Purchaser isispurchasing


purchasingthe thePurchaser's
Purchaser's Income Notesininan
Income Notes amountequal
anamount exceeding
equal totoororexceeding
(b) The Purchaserdenominations account (or,(or, ifif the Qualified
Purchaser isisaaQualified
the Purchaser
the
the minimum
minimum denominations thereof own account
for itsits own
thereof for
Institutional Buyer, for the accoun.t of
of another
another Qualified
Qualified Institutional
Institutional Buyer
Buyer with
with respect
respect to which
towhich
Institutional Buyer, for the account only and not for sale
the
thePurchaser
Purchaserexercises
exercisessole discretion)for
investmentdiscretion)
soleinvestment investmentpurposes
forinvestment purposesonly and not for sale
subject to the understanding that the
connection with any distribution thereof, but nevertheless
ininconnection with any distribution thereof, but nevertheless subject to the understanding that the

A-1-1
A-1-1

Confidential
ConfidentialTreatment
TreatmentRequested
RequestedbybyGoldman
GoldmanSachs
Sachs MBS-E-021825535
GSMBS-E-021825535
GS
Footnote Exhibits - Page 5625

disposition its property


disposition ofof its shall atat all
property shall times be
all times and remain
be and within its
remain within (subject toto the
control (subject
its control the
restrictions setforth
restrictionsset inthe
forth in OfferingCircular,
the Offering notein
thenote
Circular,the respectof
inrespect the Purchaser's
of-the IncomeNotes
Purchaser'S income Notes
andthe
and AgencyAgreement).
FiscalAgency
theFiscal Agreement).

(c)
(c) The Purchaser
The understands that
Purchaser understands Purchaser's Income
the Purchaser's
that the have not
Notes have
Income Notes been and
not been and will not be
will not be
registered or
registered or qualified under the
qualified under Securities Act
the Securities Act or or any applicable state
any applicable securities laws
state securities laws or or the
the
securities laws of
securities laws any other
of any jurisdiction and
otherjurisdiction are being
and are offered only
being offered transaction not
in aa transaction
only in not involving
involving
any public
any offering within
publicoffering meaningof
the meaning
within the ofthe SecuritiesAct,
the Securities are being
Act, are offered only
beingoffered onlyin in aatransaction
transaction
not involvingany
notinvolving publicoffering,
any public may be
and may
offering, and be reoffered, resold or
reoffered, resold pledged or
orpledged otherwise transferred
or otherwise transferred
only in accordance with the restrictions
only in accordance with the restrictions on
on transfer
transfer set
set forth
forth herein
herein and
and in
in Fiscal Agency
the Fiscal
the Agency
Agreement. The
Agreement. The Purchaser understands and
Purchaserunderstands and agrees thatany
agrees that transfer of
purported transfer
any purported Income Notes
ofIncome Notes
toto aa purchaser does not
that does
purchaser that comply with
not comply with the reqUirements herein
the requirements herein will not be
will not permitted or
be permitted or
registered by
registered the Fiscal
by the Agent. The
FiscalAgent. Purchaserfurther
The Purchaser understands that
further understands Issuerhas
the Issuer
that the has the right to
the right to
compel any
compel owner of
beneficial owner
any beneficial Income Notes
of Income Notes that that is Person and
U.S. Person
is aa U.S. and is not (a)
is not either a
(a) either a
Qualified Institutional
Qualified Buyer or
Institutional Buyer or anan Accredited Investorwith
Accredited Investor with a a net worth of
net worth million or
U.S.$10 million
of U.S.$10 or more
more
and (b)
and (b) aa Qualified Purchaser, to
Qualified Purchaser, sell its
to sell interest in
its interest in such Income Notes, or
such Income Issuer may
the Issuer
or the may sell
sell
such Income
such Notes on
Income Notes behalfof
on behalf such owner.
of such owner.

(d)
(d) If the
If the Purchaser
Purchaser or or any account for which the
for which PurChaser is
the Purchaser purchasing the
is purchasing Purchaser's Income
the Purchaser's Income
Notes is a U.S. Person
Notes is a U.S. Person (as
(as defined
defined in
in Regulation
Regulation SS under
under the
the Securities
Securities Act) the
Act) the following
following
representations shall
representations shall be correct: The
true and correct:
be true Purchaser (or
The Purchaser Purchaser is
(or ifif the Purchaser acquiring the
is acquiring the
Income Notes for
Purchaser's Income
Purchaser's account, each
for any account, account) is
such account)
each such acquiring the
is acquiring the Purchaser's
Purchaser'S
Notes as
Income Notes
Income as principal for its own investment and not
own account for investment for sale
not for connection with
in connection
sale in with
any distribution thereof. The Purchaser
any Purchaser and each such account: (a)
and each formed for
not formed
was not
(a) was for the
the
specific purpose
specific purpose of investing in
of investing Income Notes
in the Income Notes (except when when each each beneficial owner of
beneficial owner of the
the
Purchaser and
Purchaser and each such account is Purchaser), (b)
is a Qualified Purchaser), (b) to the extent the
the extent Purchaser is
the Purchaser is aa
private investment company formed
private investment company formed before April 30, 1996,
1996, the Purchaser
Purchaser has
has received
received the
the
necessary consent from its beneficial owners, (c)
necessary pension, profit
is not a pension,
(c) is sharing or
profit sharing or other
other
retirement trust fund
retirement trust fund or plan in
in which the partners, beneficiaries or
or participants,
participants, as
as applicable,
applicable,
may designate the particular investments to be made;
may made; and and (d)
(d) is broker-dealer that
not aa broker-dealer
is not that owns
owns
and invests on
and invests on a a discretionary U.S.$25,000,000 in
discretionary basis less than U.S.$25,OOO,OOO securities of
in securities of unaffiliated
unaffiliated
issuers. Further, the Purchaser agrees: (i)
issuers. Further, (i) that neither nor such
neither itit nor" such account
account shall hold the
shall hold the
Purchasers Income Notes for the benefit of any other person and
Purchaser's Income and such purchaser of
such purchaser such
of such
account shall
account be the sole beneficial owner thereof for all
shall be purposes; and
all purposes; that neither
(ii)that
and (Ii) such
nor such
neither ititnor
account shall
account participation interests in
shall sell participation in the Purchaser's Income Income NotesNotes or or enter any other
into any
enter into other
arrangement pursuant to which any other
arrangement pursuant other person shall be
person shall entitled to
be entitled interest in
beneficial interest
to aa beneficial the
in the
distributions
distributions on
on the
the Purchaser's Income
Income Notes. The Purchaser
Purchaser understands
understands and
and agrees
agrees that
that any
any
purported
purported transfer
transfer ofof the Purchaser's Income Notes to Purchaser that
to aa Purchaser not comply
does not
that does with the
comply with the
requirements of this
reqUirements of this clause (d)
(d) will not be
be permitted or
or registered
registered by
by the
the Fiscal
Fiscal Agent
Agent or
or the
the
Income Registrar, as
Note Registrar,
Income Note as applicable.
(e)
(e) In
Inconnection
connection with purchase of
with the purchase the Purchaser's
of the Notes: (i)
Income Notes:
Purchaser's Income none of
(i) none the Issuers,
of the the
Issuers, the
Initial
Initial Purchaser,
Purchaser, thethe Collateral Manager, the
Collateral Manager, Issuer Administrator or
the Issuer Income Note
the Income
or the Registrar isis
Note Registrar
acting
acting as fiduciary or
as aafiduciary financial or
or financial investment adviser
or investment for the
adviser for Purchaser; (ii)
the Purchaser; Purchaser isisnot
the Purchaser
(ii)the not
relying
relying (for
(for purposes
purposes of
of making
making any
any investment
investment decision
decision or
or otherwise)
otherwise) upon
upon any
any advice,
advice, counsel
counsel
or
or representations written or
(whether written
representations (whether or oral) of the
oral) of Issuers, the
the Issuers, Purchaser, the
Initial Purchaser,
the Initial Collateral
the Collateral
Manager, the Issuer Administrator
Manager, the Issuer Administrator or
or the
the Income
Income Note
Note Registrar,
Registrar, other
other than
than in
in the
the Offering
Offering
Circular
Circular and any representations
and any expressly set
representations expressly set forth agreement with
written agreement
forth ininaawritten with such (iii)
party; (iii)
such party;
none of the Issuers, the Initial Purchaser,
none of the Issuers, the Initial Purchaser, any
any Cashflow
Cashflow Swap
Swap Counterparty,
Counterparty, the
the Collateral
Collateral
Manager,
Manager, the Administrator or
the Administrator Income Note
the Income
or the Registrar has
Note Registrar has given the Purchaser
given toto the (directly or
Purchaser (directly or
indirectly through any
indirectly through any other person) any
other person) any assurance, guarantee, or
assurance, guarantee, or representation whatsoever as
representation whatsoever as
to
to the expected or
the expected projected success,
or projected performance, result,
return, performance,
profitability, return,
success, profitability, effect,
result, effect,
consequence
consequence or benefit (including
or benefit regulatory, tax,
legal, regulatory,
(including legal, accounting or
financial, accounting
tax, financial, otherwise) as
or otherwise) as toto
an investment ininthe
an investment Purchaser's Income
the Purchaser's Notes; (iv)
Income Notes; (iv)the Purchaser has
the Purchaser consulted with
has consulted own
its own
with its
legal, regulatory, tax,
legal, regulatory, tax, business,
business, investment,
investment, financial
financial and
and accounting
accounting advisers
advisers to
to the
the extent
extent it
it has
has
deemed necessary, and
deemed necessary, and itithas made its
has made its own decisions (including
investment decisions
own investment regarding
decisions regarding
(including decisions

A-1-2
A-1-2

Confidential Treatment Requested


Confidential Treatment by Goldman
Requested by Sachs
Goldman Sachs MBS-E-021825536
GS MBS-E-021825536
GS
Footnote Exhibits - Page 5626

thesuitability
the suitabilityofofanyanytransaction pursuanttotothe
transaction pursuant Indentureand
the indenture andthe AgencyAgreement)
FiscalAgency
the Fiscal Agreement)
based upon
based upon itsits own
own judgment
judgment and upon any
and upon from such
advice from
any advice advisers as
such advisers has deemed
as itit has deemed
necessaryand
necessary andnot notupon
uponany expressedby
viewexpressed
anyview bythe Issuers,the
theIssuers, Purchaser,any
InitialPurchaser,
theInitial anyCashflow
Cashflow
Swap Counterparty,
Swap Counterparty, the the Collateral Manager, the
Collateral Manager, Administrator oror the
Issuer Administrator
the Issuer Income Note
the Income Note
Registrar, (v)
Registrar (v) the
the Purchaser
Purchaser has evaluated the
has evaluated rates, prices
the rates, amounts and
prices oror amounts termsand
other terms
and other and
conditionsofofthe
conditions thepurchase
purchaseand andsale thePurchaser's
saleofofthe IncomeNotes
Purchaser'sIncome Noteswith understandingofof
fullunderstanding
with aafull
all ofofthe
all the risks
risks thereof
thereof (economic
(economicand otherwise), and
and otherwise), assuming and
capable ofofassuming
and itit isis capable willing to
and willing to
assume(financially
assume (financiallyandandotherwise) thoserisks;
otherwise)those and (vi) the Purchaser is a sophisticated
risks; and (vi) the Purchaser is a sophisticated investor. investor.

(f)
(f) The certificates
The certificates inin respect
respectofofthe
the Income Notes(other
Income Notes than the
(otherthan Regulation SS Income
theRegulation Notes)will
Income Notes) will
bear a legend to the following effect unless
bear a legend to the following effect unless the
the Issuer
Issuer determines
determines otherwise
otherwise in
in compliance
compliance with
with
the Fiscal
the FiscalAgency
AgencyAgreement
Agreementand applicablelaw:
andapplicable law:

THE INCOME
THE INCOME NOTES CONSTITUTED BY
ARE CONSTITUTED
NOTES ARE DEED OF
THE DEED
BY THE OF COVENANT
COVENANT
EXECUTED BY
EXECUTED BY THE
THE ISSUER ON OR
ISSUER ON MARCH27,
ABOUT MARCH
OR ABOUT 27, 2007 ARE SUBJECT
AND ARE
2007 AND SUBJECT
TO THE
TO THE TERMS
TERMS AND
AND CONDITIONS AND CERTAIN
THEREOF AND
CONDITIONSTHEREOF CONDITIONS OF
CERTAIN CONDITIONS OF THE
THE
FISCAL AGENCY
FISCAL AGENCY AGREEMENT,
AGREEMENT, DATED
DATED ON
ON OR
OR ABOUT
ABOUT MARCH
MARCH 27,
27, 2007
2007 (THE
(THE
"FISCAL AGENCY
"FISCAL AGREEMENr,) BY
AGENCY AGREEMENT") AND AMONG
BY AND ISSUER AND
THE ISSUER
AMONG THE BANK OF
THE BANK
AND THE OF
NEW YORK, LONDON
NEW YORK, LONDON BRANCH, BRANCH, AS
AS FISCAL
FISCAL AGENT
AGENT AND
AND TRANSFER
TRANSFER AGENT.
AGENT.
COPIES OF
COPIES OF THE
THE DEED
DEED OF COVENANT, THE
OF COVENANT, TERMS AND
THE TERMS CONDITIONS OF
AND CONDITIONS OF THE
THE
INCOME NOTES
INCOME NOTES AND FISCAL AGENCY
THE FISCAL
AND THE AGREEMENT MAY BE
AGENCY AGREEMENT MAY BE OBTAINED OBTAINED
FROM THE
FROM THE FISCAL
FISCAL AGENT.
AGENT.

THE INCOME
THE INCOME NOTES NOTES HAVE BEEN AND
NOT BEEN
HAVE NOT NOT BE
WILL NOT
AND WILL REGISTERED UNDER
BE REGISTERED UNDER
THE UNITED
THE UNITED STATES SECURITIES ACT
STATES SECURITIES ACT OF AMENDED (THE
1933, AS AMENDED
OF 1933, (THE "SECURITIES
"SECURITIES
ACr') , AND
ACT'), AND THE THE ISSUER
ISSUER HAS NOT BEEN
HAS NOT REGISTERED UNDER
BEEN REGISTERED UNDER THE THE UNITED
UNITED
STATES INVESTMENT
STATES INVESTMENT COMPANY
COMPANY ACT OF
OF 1940, AS AMENDED
AMENDED (THE "INVESTMENT
"INVESTMENT
COMPANY ACT').
COMPANY ACr'). THE HOLDER HEREOF, BY
HOLDER HEREOF, P.URCHASING THE
BY PURCHASING INCOME NOTES
THE INCOME NOTES
REPRESENTED
REPRESENTED HEREBY, HEREBY, AGREES
AGREES FOR THE BENEFIT
BENEFIT OF THE
THE ISSUER THAT
ISSUER THAT
SUCH
SUCH INCOME
INCOME NOTES NOTES MAY OFFERED, SOLD, PLEDGED
MAY BE OFFERED, PLEDGED OR OR OTHERWISE
OTHERWISE
TRANSFERRED, ONLY (A)(1) TO A PERSON
TRANSFERRED, PERSON WHOM THE THE SELLER REASONABLY
SELLER REASONABLY
BELIEVES
BELIEVES IS A QUALIFIED
QUALIFIED INSTITUTIONAL
INSTITUTIONAL BUYER
BUYER AS DEFINED
DEFINED IN
IN RULE 144A
RULE 144A
UNDER
UNDER THE SECURITIES ACT AND IS
THE SECURITIES PURCHASING
IS PURCHASING FOR ITS OWN ACCOUNT
ACCOUNT OR OR
FOR THE ACCOUNT
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
INSTITUTIONAL BUYER, IN
IN A
A TRANSACTION
TRANSACTION
MEETING
MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
THE REQUIREMENTS SECURITIES ACT,
THE SECURITIES ACT, (2)(2)
TO AN ACCREDITED
TO AN ACCREDITED INVESTOR INVESTOR (AS DEFINED
DEFINED IN
IN RULE
RULE 501(a)
501(a) UNDER
UNDER THE
THE
SECURITIES ACT) WHO HAS A
SECURITIES A NET WORTH OF NOT LESS THAN
OF NOT U.S.$10 MILLION)
THAN U.S.$10
IN
IN A
A TRANSACTION
TRANSACTION EXEMPT EXEMPT FROM REGISTRATION UNDER
FROM REGISTRATION UNDER THE SECURITIES
THE SECURITIES
ACT,
ACT, OR OR (3)
(3) TO AA NON-U.S.
NON-U.S. PERSON
PERSON IN
IN AN
AN OFFSHORE
OFFSHORE TRANSACTION
TRANSACTION
. COMPLYING
COMPLYING WITH WITH RULERULE 903 RULE 904
OR RULE
903 OR 904 OF REGULATION SS UNDER
OF REGULATION UNDER THE THE
SECURITIES ACT,
SECURITIES ACT, AND IN AND IN EACH
EACH CASE
CASE IN
IN AA MINIMUM
MINIMUM DENOMINATION
DENOMINATION OF
OF
U.S.$100,OOO.
U.S.$100,000. FURTHERMORE
FURTHERMORE THE
THE PURCHASER
PURCHASER AND
AND EACH
EACH ACCOUNT
ACCOUNT FOR
FOR
WHICH
WHICH IT IT IS
ISACTING
ACTING AS PURCHASER, OTHER
AS AA PURCHASER, OTHER THANTHAN IN CASE OF
THE CASE
INTHE CLAUSE
OF CLAUSE
(A}(3) ABOVE,
(A)(3) ABOVE, REPRESENTS
REPRESENTS FOR
FOR THE
THE BENEFIT
BENEFIT OF
OF THE
THE ISSUER
ISSUER THAT
THAT IT
IT M(V) ISISAA
QUALIFIED
QUALIFIED PURCHASER
PURCHASER FOR FOR THE PURPOSES OF
THE PURPOSES 3(c)(7) OF
SECTION 3(c)(7}
OF SECTION OF THE THE
INVESTMENT
INVESTMENT COMPANY COMPANY ACT, WAS NOT
(W) WAS
ACT, (W) FORMED FOR
NOT FORMED FOR THE PURPOSE OF
THE PURPOSE OF
INVESTING
INVESTING IN IN THE
THE ISSUER (EXCEPT WHEN
ISSUER (EXCEPT WHEN EACH BENEFICIAL OWNER
EACH BENEFICIAL OWNER OF OF THE THE
PURCHASER
PURCHASER IS ISAA QUALIFIED PURCHASER), (X)
QUALIFIED PURCHASER), RECEIVED THE
HAS RECEIVED
(X) HAS NECESSARY
THE NECESSARY
CONSENT
CONSENT FROM
FROM ITS
ITS BENEFICIAL
BENEFICIAL OWNERS
OWNERS WHEN
WHEN THE
THE PURCHASER
PURCHASER IS AA
IS
PRIVATE
PRIVATE INVESTMENT
INVESTMENT COMPANY FORMED BEFORE
COMPANY FORMED APRIL 30,
BEFORE APRIL 1996, (Y)
30, 1996, ISNOT
(Y) IS NOTAA
BROKER-DEALER
BROKER-DEALER THAT OWNS AND
THAT OWNS INVESTS ON
AND INVESTS DISCRETIONARY BASIS
ON AADISCRETIONARY BASIS LESS LESS
THAN U.S.$25,OOO,OOO
THAN U.S.$25,000,000 IN
INSECURITIES
SECURITIES OF
OF UNAFFILIATED
UNAFFILIATED ISSUERS
ISSUERS AND
AND (Z)
(Z) IS
IS NOT
NOT
AAPENSION,
PENSION, PROFIT
PROFIT SHARING
SHARING OR RETIREMENT TRUST
OTHERRETIREMENT
OROTHER TRUST FUNDFUND OR ORPLANPLANIN IN
WHICH THE PARTNERS,
WHICH THE PARTNERS, BENEFICIARIESBENEFICIARIES OR
OR PARTICIPANTS,
PARTICIPANTS, AS
AS APPLICABLE,
APPLICABLE,
MAY
MAY DESIGNATE
DESIGNATE THE THE PARTICULAR INVESTMENTS TO
PARTICULAR INVESTMENTS TO BE MADE, AND
BE MADE, AND IN' IN AA
TRANSACTION
TRANSACTION THAT THAT MAYMAY BE WITHOUT LOSS OF
EFFECTED WITHOUT LOSS OF ANY APPLICABLE
BE EFFECTED ANY APPLICABLE

A-1-3
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Confidential
ConfidentialTreatment
TreatmentRequested
RequestedbybyGoldman
GoldmanSachs
Sachs GS MBS-E-021825537
GS MBS-E-021825537
Footnote Exhibits - Page 5627

COMPANYACT
INVESTMENTCOMPANY
INVESTMENT EXEMPTIONAND
ACTEXEMPTION AND(B) INACCORDANCE
(B)IN WITHALL
ACCORDANCEWITH ALL
APPLICABLESECURITIES
APPLICABLE LAWSOF
SECURITIESLAWS OFTHE STATES OF THE UNITED STATES. ANY
THESTATES OF THE UNITED STATES. ANY
TRANSFER IN
PURPORTED TRANSFER
PURPORTED VIOlATION OF
IN VIOLATION FOREGOING WILL
THE FOREGOING
OF THE NOT BE
WILL NOT BE
PERMITTEDOR
PERMITTED REGISTERED BY
ORREGISTERED BYTHE AGENT OR
FISCALAGENT
THEFISCAL INCOME NOTE
THE INCOME
ORTHE NOTE
REGISTRAR. EACH
REGISTRAR. TRANSFEROR OF
EACH TRANSFEROR INCOME NOTES
THE INCOME
OF THE WILL PROVIDE
NOTES WILL PROVIDE
NOTICE
NOTICE OF
OF THE
THE TRANSFER
TRANSFER RESTRICTIONS
RESTRICTIONS SET
SET FORTH
FORTH HEREIN
HEREIN AND IN THE
AND IN THE
FISCALAGENCY
FISCAL AGREEMENTTO
AGENCYAGREEMENT ITSTRANSFEREE.
TOITS TRANSFEREE.

IFIFTHE
THE TRANSFER
TRANSFEROF NOTESISISTO
INCOMENOTES
OF INCOME TO BEBE MADE PURSUANTTO
MADE PURSUANT TO CLAUSE
CLAUSE
(A)(1) OR
(A)(1) OR (A)(2)
(A}(2) OF
OF THE PARAGRAPH, THE TRANSFEREE OF
PRECEDING PARAGRAPH,
THE PRECEDING THE TRANSFEREE OF THE
THE
INCOME
INCOME NOTESNOTES WILL
WILL BE
BE REQUIRED.
REQUIRED. TO
TO EXECUTE
EXECUTE AND
AND DELIVER
DELIVER TO
TO THE
THE ISSUER
ISSUER
AND THE
AND THE FISCAL AGENT AN
FISCAL AGENT PURCHASE AND
NOTES PURCHASE
INCOME NOTES
AN INCOME AND TRANSFER
TRANSFER
LETTER, SUBSTANTIALLY
LETTER, SUBSTANTIALLY IN
IN THE
THE FORM
FORM ATTACHED
ATTACHED TO
TO THE
THE FISCAL AGENCY
FISCAL AGENCY
AGREEMENT,
AGREEMENT, STATING
STATING THAT
THAT AMONG
AMONG OTHER
OTHER THINGS,
THINGS, THE
THE TRANSFEREE
TRANSFEREE IS {X}AA
IS(X)
INSTITUTIONAL BUYER
QUALIFIED INSTITUTIONAL
QUALIFIED BUYER ASAS DEFINED IN RULE 144A UNDER
DEFINED IN RULE 144A UNDER THE THE
SECURITIESACT
SECURITIES PURCHASING FOR
ACT PURCHASING FOR ITS ACCOUNTOR
OWNACCOUNT
ITS OWN THEACCOUNT
FORTHE
OR FOR ACCOUNT
OFOF AA QUALIFIED
QUALIFIED INSTITUTIONAL BUYER, OR
INSTITUTIONAL BUYER, AN ACCREDITED
(Y) AN
OR (Y) INVESTOR (AS
ACCREDITED INVESTOR (AS
DEFINED IN
DEFINED IN RULE
RULE 501(a) UNDERTHE
501 (a) UNDER ACT) WHO
SECURITIESACT)
THE SECURITIES NETWORTH
HASAA NET
WHO HAS WORTH
.OFOF NOT
NOT LESS
LESS THAN
THAN U.S.$10 AND (Z)
MILLIONAND
U.S.$10 MILLION A QUALIFIED
(Z}A PURCHASER FOR
QUALIFIED PURCHASER FOR THETHE
PURPOSES OF
PURPOSES OFTHE INVESTMENT COMPANY
THE INVESTMENT ACT.
COMPANY ACT.

THE PURCHASER
THE PURCHASER OR TRANSFEREE MUST
OR TRANSFEREE DISCLOSE IN
MUST DISCLOSE WRITING IN
IN WRITING IN ADVANCE
ADVANCE
TO THE FISCAL AGENT (i) WHETHER
TO THE FISCAL AGENT (i) WHETHER OR
OR NOT
NOT IT
IT IS
IS (A)
(A) AN
AN "EMPLOYEE
"EMPLOYEE BENEFIT
BENEFIT
PLAN"
PLAN" (AS
(AS DEFINED
DEFINED IN
IN SECTION
SECTION 3(3)
3(3) OF
OF THE
THE UNITED
UNITED STATES
STATES EMPLOYEE
EMPLOYEE
RETIREMENT INCOME
RETIREMENT SECURITY ACT
INCOME SECURITY ACT OF AMENDED ("ERISA")),
1974, AS AMENDED
OF 1974, THAT IS
{"ERISA"}}, THAT IS
SUBJECT
SUBJECT TO THE TO THE PROVISIONS
PROVISIONS OF TITLE
TITLE I OF
OF ERISA,
ERISA, (B)
(B) A
A "PLAN"
"PLAN" DESCRIBED
DESCRIBED IN
IN
AND SUBJECT
AND SUBJECT TO SECTION SECTION 4975 4975 OF THE UNITED STATES
THE UNITED INTERNAL REVENUE
STATES INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE
CODE OF 1986, AS AMENDED (THE "CODE"), OR
OR (C) AN
AN ENTITY
ENTITY WHOSE ASSETS
WHOSE ASSETS
INCLUDE "PLAN ASSETS" WITHIN THE MEANING
INCLUDE MEANING OF ERISA BY
OF ERISA REASON OF
BY REASON OF ANY
ANY
SUCH PLAN'S
SUCH PLAN'S INVESTMENTINVESTMENT IN THE ENTITY
THE ENTITY (ALL SUCH
SUCH PERSONS
PERSONS AND
AND ENTITIES
ENTITIES
DESCRIBED IN ClAUSES (A) THROUGH (C)
IN CLAUSES (C) BEING REFERREDREFERRED TO HEREIN AS
TO HEREIN AS
DESCRIBED
"BENEFIT
"BENEFIT PLAN INVESTORS");INVESTORS"); (ii) IF THE
(ii) IF PURCHASER
THE PURCHASER OR TRANSFEREE IS A
TRANSFEREE IS A
BENEFIT
BENEFIT PLAN INVESTOR,
INVESTOR, THAT THE PURCHASE
PURCHASE AND HOLDING
HOLDING OR TRANSFER
OR TRANSFER
AND NOTES DO NOT CONSTITUTE OR
NOT CONSTITUTE OR
HOLDING OF INCOME
AND HOLDING INCOME NOTES NOT AND WILL NOT
UNDER SECTION 406. OF ERISA OR
RESULT IN A PROHIBITED TRANSACTION
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION
SECTION 4975 OF THE CODE
CODE FOR
FOR WHICH
WHICH AN EXEMPTION
EXEMPTION IS
IS NOT
NOT AVAILABLE;
AVAILABLE;
AND (iii) WHETHER
AND (iii) WHETHER OR OR NOT IT IS COLLATERAL MANAGER
IS THE COLLATERAL MANAGER OR OR ANY OTHER
ANY OTHER
PERSON
PERSON (OTHER THAN
THAN A
A BENEFIT
BENEFIT PLAN INVESTOR)
INVESTOR) WHO
WHO HAS
HAS DISCRETIONARY
DISCRETIONARY
AUTHORITY ASSETS OF
THE ASSETS
TO THE OF THE ISSUER OR
THE ISSUER OR AA
AUTHORITY OR OR CONTROL
CONTROL WITH RESPECT TO
PERSON
PERSON WHO PROVIDES
PROVIDES INVESTMENT
INVESTMENT ADVICE
ADVICE FOR
FOR AA FEE
FEE (DIRECT
(DIRECT OR
OR
INDIRECT)
INDIRECT) WITH WITH RESPECT
RESPECT TO TO THE ASSETS OF
THE ASSETS ISSUER, OR
THE ISSUER,
OF THE OR ANY "AFFILIATE"
ANY "AFFILIATE"
(WITHIN
(WITHIN THE THE MEANING
MEANING OF OF 29 29 C.F.R. SECTION 2510.3-101(f)(3))
C.F.R. SECTION 2510.3-101(f}(3}) OF ANY OF SUCH
ANY SUCH
PERSON. IF AA PURCHASER
PURCHASER IS
IS AN
AN ENTITY
ENTITY DESCRIBED
DESCRIBED IN
IN (i)(C)
(i)(C) ABOVE,
ABOVE, OR
OR AN
AN
PERSON. IF
INSURANCE
INSURANCE COMPANY COMPANY ACTING ACTING ON BEHALF OF
ON BEHALF ITS GENERAL ACCOUNT,
OF ITS GENERAL ACCOUNT, IT WILL IT WILL
BE
BE PERMITTED
PERMITTED TO TO SO INDICATE, AND
SO INDICATE, REQUIRED TO
AND REQUIRED IDENTIFY AA MAXIMUM
TO IDENTIFY MAXIMUM
PERCENTAGE
PERCENTAGE OF
OF ITS
ITS ASSETS
ASSETS OR
OR THE
THE ASSETS
ASSETS ININ ITS
ITS GENERAL
GENERAL ACCOUNT,
ACCOUNT, AS
AS
APPLICABLE,
APPLICABLE, THAT THAT MAY MAY BE BE OR PLAN ASSETS, IN
BECOME PLAN ASSETS, IN WHICH CASE IT WILL
OR BECOME WHICH CASE IT WILL
BE
BE REQUIRED
REQUIRED TO TO MAKE CERTAIN FURTHER
MAKE CERTAIN AGREEMENTS THAT
FURTHER AGREEMENTS THAT WOULD APPLY
WOULD APPLY
IN PERCENTAGE WOULD
MAXIMUM PERCENTAGE THEREAFTER BE
WOULD THEREAFTER BE
IN THE
THE EVENT
EVENT THAT THAT SUCH SUCH MAXIMUM
EXCEEDED. THE
EXCEEDED. THE PURCHASER PURCHASER AGREES
AGREES THAT,
THAT, BEFORE
BEFORE ANY
ANY INTEREST
INTEREST IN
IN AN
AN
INCOME
INCOME NOTE NOTE MAY MAY BE OFFERED, SOLD,
BE OFFERED, SOLD, PLEDGEDPLEDGED OR OTHERWISE
OR OTHERWISE
. TRANSFERRED,
TRANSFERRED, THE THETRANSFEREE
TRANSFEREE WILL WILL BE REQUIRED TO
BEREQUIRED PROVIDE THE
TO PROVIDE FISCAL
THE FISCAL
AGENT WITH
AGENT WITH AN INCOME AN INCOME NOTES
NOTES PURCHASE
PURCHASE AND
AND TRANSFER
TRANSFER· LETTER
LETTER
(SUBSTANTIALLY
(SUBSTANTIALLY ININ THE THE FORM ATTACHED TO
FORM ATTACHED TO THE THE FISCAL AGENCY
FISCAL AGENCY
AGREEMENT)
AGREEMENT) STATING, STATING, AMONGAMONGOTHER THINGS,WHETHER THE TRANSFEREE ISIS
OTHERTHINGS, WHETHER THE TRANSFEREE
AABENEFIT PlAN
BENEFIT PLAN INVESTOR. INVESTOR. NONO PURCHASE
PURCHASE OR TRANSFER OF
ORTRANSFER NOTES
INCOME NOTES
OF INCOME

A-1-4
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Confidential
ConfidentialTreatment RequestedbybyGoldman
TreatmentRequested Sachs
GoldmanSachs GS MBS-E-021825538
GSMBS-E-021825538
Footnote Exhibits - Page 5628


WILL
WILL BE
BE PERMITTED
PERMITIED OROR REGISTERED
REGISTERED TO THE
THE EXTENT THAT THE
EXTENT THAT THE PURCHASE
PURCHASE OROR
TRANSFER
TRANSFER WOULD RESULT IN BENEFIT
WOULD RESULT INVESTORS OWNING
BENEFIT PLAN INVESTORS OWNING 25% OR OR
MORE
MORE OF OUTSTANDING INCOME
THE OUTSTANDING
OF THE (OTHER THAN THE
NOTES, (OTHER
INCOME NOTES THE INCOME
INCOME
NOTES OWNED BY
NOTES OWNED BY THE
THE COLLATERAL MANAGER, THE TRUSTEE
COLLATERAL MANAGER, TRUSTEE AND
AND THEIR
THEIR
AFTER SUCH
IMMEDIATELY AFTER
AFFILIATES) IMMEDIATELY
AFFILIATES) SUCH PURCHASE TRANSFER
PURCHASE OR TRANSFER
(DETERMINED ACCORDANCE WITH
(DETERMINED IN ACCORDANCE OF ERISA, 29 C.F.R.
SECTION 3(42) OF
WITH SECTION C.F.R.
SECTION 2510.3-101 AND THE
SECTION 2510.3-101 THE FISCAL
FISCAL AGENCY
AGENCY AGREEMENT).
AGREEMENT).

PAYMENTS HOLDERS OF THE


PAYMENTS TO THE HOLDERS THE INCOME NOTES ARE
INCOME NOTES SUBORDINATE TO
ARE SUBORDINATE
PAYMENT ON EACH
THE PAYMENT EACH PAYMENT DATE OF
PAYMENT DATE PRINCIPAL OF AND
OF PRINCIPAL INTEREST ON
AND INTEREST ON
NOTES OF THE ISSUERS
THE NOTES AND THE
ISSUERS .AND PAYMENT OF
THE PAYMENT CERTAIN OTHER
OF CERTAIN OTHER
AMOUNTS, TO THE
AMOUNTS, EXTENT AND AS DESCRIBED
THE EXTENT IN THE
DESCRIBED IN THE INDENTURE.
INDENTURE.

TRANSFERS THIS NOTE


TRANSFERS OF THIS LIMITED TO TRANSFERS
NOTE SHALL BE LIMITED MADE IN
TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS
ACCORDANCE WITH THE FISCAL AGENCY
SET FORTH IN THE
RESTRICTIONS SET AGENCY
AGREEMENT.
AGREEMENT.

(g)
(9) The certificates in respect of the Regulation S Income Notes will bear a legend to the following
determines otherwise in compliance with the Fiscal Agency Agreement
effect unless the Issuer determines Agreement
and applicable law: .

CONSTITUTED BY THE DEED


NOTES ARE CONSTITUTED
INCOME NOTES
THE INCOME COVENANT
DEED OF COVENANT
EXECUTED BY THE ISSUER
EXECUTED MARCH 27, 2007 AND ARE SUBJECT
ISSUER ON OR ABOUT MARCH SUBJECT
TO THE TERMS AND CONDITIONS
THE TERMS THEREOF AND
CONDITIONS THEREOF AND CERTAIN CONDITIONS OF THE
CERTAIN CONDITIONS THE
FISCAL AGENCY
FISCAL DATED ON OR ABOUT MARCH
AGREEMENT, DATED
AGENCY AGREEMENT, (THE
MARCH 27, 2007 (THE
AGREEMENT1 BY AND AMONG
AGENCY AGREEMENT")
"FISCAL AGENCY ISSUER AND
AMONG THE ISSUER AND THE BANK OF
THE BANK OF
NEW
NEW YORK, LONDON AND INCOME
BRANCH, AS FISCAL AGENT AND
LONDON BRANCH, NOTE TRANSFER
INCOME NOTE TRANSFER
AGENT. DEED OF
COPIES OF THE DEED
AGENT. COPIES COVENANT, THE TERMS
OF COVENANT, CONDITIONS OF
TERMS AND CONDITIONS OF
THE INCOME FISCAL AGENCY
NOTES AND THE FISCAL
INCOME NOTES AGREEMENT MAY
AGENCY AGREEMENT BE OBTAINED
MAY BE OBTAINED
FROM THE FISCAL AGENT.

THE INCOME NOTES HAVE NOT


INCOME NOTES NOT BEEN AND WILL NOT BE REGISTERED UNDER
BE REGISTERED UNDER
UNITED STATES SECURITIES
THE UNITED AMENDED (THE "SECURITIES
SECURITIES ACT OF 1933, AS AMENDED "SECURITIES
ISSUER HAS NOT BEEN
ACT'), AND THE ISSUER BEEN REGISTERED
REGISTERED UNDERUNDER THE UNITEDUNITED
STATES INVESTMENT
STATES COMPANY ACT OF 1940, AS AMENDED
INVESTMENT COMPANY AMENDED (THE "INVESTMENT
"INVESTMENT
COMPANY ACT1.
COMPANY HOLDER HEREOF,
ACT"). THE HOLDER PURCHASING THE
HEREOF, BY PURCHASING THE INCOME NOTES
INCOME NOTES
HEREBY, AGREES
REPRESENTED HEREBY,
REPRESENTED BENEFIT OF THE ISSUER
AGREES FOR THE BENEFIT ISSUER THAT
THAT
SUCH NOTES MAY
INCOME NOTES
SUCH INCOME OFFERED, SOLD, PLEDGED
MAY BE OFFERED, OTHERWISE
PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (A)(1)
TRANSFERRED, (A)(1) TO AA PERSON WHOM
WHOM THE SELLER REASONABLY
SELLER REASONABLY
BELIEVES
BELIEVES IS IS A QUALIFIED INSTITUTIONAL BUYER
QUALIFIED INSTITUTIONAL DEFINED IN
BUYER AS DEFINED IN RULE 144A
144A
SECURITIES ACT AND IS
UNDER THE SECURITIES
UNDER PURCHASING FOR ITS OWN ACCOUNT
IS PURCHASING ACCOUNT OR OR
ACCOUNT OF A QUALIFIED
FOR THE ACCOUNT QUALIFIED INSTITUTIONAL TRANSACTION
INSTITUTIONAL BUYER, IN A TRANSACTION
REQUIREMENTS OF RULE 144A UNDER
MEETING THE REQUIREMENTS
MEETING SECURITIES ACT, (2)
UNDER THE SECURITIES
TO AN ACCREDITED DEFINED IN RULE
INVESTOR (AS DEFINED
ACCREDITED INVESTOR RULE 501501(a)
(a) UNDER
UNDER THE
SECURITIES ACT) WHO HAS A
SECURITIES NET WORTH OF NOT LESS THAN U.S.$10 MILLION)
A NET
IN A TRANSACTION
IN EXEMPT FROM REGISTRATION UNDER
TRANSACTION EXEMPT SECURITIES
UNDER THE SECURITIES
OR (3) TO A NON-U.S. PERSON IN
ACT, OR(3} IN AN OFFSHORE TRANSACTION
OFFSHORE TRANSACTION
COMPLYING WITH RULE
COMPLYING RULE 903 OR RULE 904 OF REGULATION S UNDER UNDER THE
SECURITIES ACT, AND IN
SECURITIES IN EACH CASE IN IN A MINIMUM DENOMINATION OF
MINIMUM DENOMINATION OF
FURTHERMORE THE PURCHASER
U.S.$100,000. FURTHERMORE
U.S.$100,OOO. PURCHASER AND EACH ACCOUNT ACCOUNT FOR
WHICH IT IS IS ACTING AS A A PURCHASER, OTHER THAN IN CLAUSE
IN THE CASE OF CLAUSE
(A)(3) ABOVE, REPRESENTS
REPRESENTS FOR THE BENEFIT ISSUER THAT IT (V) IS
BENEFIT OF THE ISSUER IS A
A
QUALIFIED PURCHASER
QUALIFIED PURCHASER FOR FOR THE PURPOSES SECTION 3(c)(7) OF THE
PURPOSES OF SECTION THE
COMPANY ACT, (W) WAS NOT FORMED FOR THE PURPOSE
INVESTMENT COMPANY
INVESTMENT PURPOSE OFOF
INVESTING IN
INVESTING IN THE
THE ISSUER (EXCEPT WHEN EACH
ISSUER (EXCEPT EACH BENEFICIAL
BENEFICIAL OWNER OF THE
PURCHASER IS
PURCHASER ISA
A QUALIFIED
QUALIFIED PURCHASER), HAS RECEIVED
PURCHASER), (X) HAS NECESSARY
RECEIVED THE NECESSARY

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Requested by Goldman Sachs MBS-E-021825539
GS MBS-E-021825539
GS
Footnote Exhibits - Page 5629

CONSENT FROM
CONSENT FROM ITS OWNERS WHEN
BENEFICIAL OWNERS
ITS BENEFICIAL WHEN THE PURCHASER IS
THE PURCHASER IS AA
PRIVATE INVESTMENT
PRIVATE INVESTMENT COMPANY
COMPANY FORMED
FORMED BEFORE
BEFORE APRIL
APRIL 30, 1996,
30,1996, (Y)
(Y)IS
ISNOTNOT AA
BROKER-DEALERTHAT
BROKER-DEALER OWNSAND
THATOWNS INVESTSON
ANDINVESTS DISCRETIONARYBASIS
ONAADISCRETIONARY BASISLESSLESS
THANU.S.$25,000,000
THAN U.S.$25,OOO,OOOIN SECURITIESOF
INSECURITIES ISSUERSAND
UNAFFILIATEDISSUERS
OFUNAFFILIATED AND(Z)(Z)ISISNOT
NOT
AAPENSION,
PENSION,PROFIT SHARINGOR
PROFITSHARING OROTHER RETIREMENTTRUST
OTHERRETIREMENT FUNDOR
TRUSTFUND PLANIN
ORPLAN IN
WHICH THE
WHICH BENEFICIARIES OR
PARTNERS, BENEFICIARIES
THE PARTNERS, PARTICIPANTS, AS
OR PARTICIPANTS, AS APPLICABLE,
APPLICABLE,
MAY DESIGNATE
MAY DESIGNATE THE INVESTMENTS TO
PARTICULAR INVESTMENTS
THE PARTICULAR TO BE MADE, AND
BE MADE, AND IN IN AA
TRANSACTION THAT
TRANSACTION THAT MAY BE EFFECTED
MAY BE WITHOUT LOSS
EFFECTED WITHOUT LOSS OF ANY APPLICABLE
OF ANY APPLICABLE
COMPANY ACT
INVESTMENT COMPANY
INVESTMENT EXEMPTION AND
ACT EXEMPTION ACCORDANCE WiTH
IN ACCORDANCE
(B) IN
AND (B) WITH ALL ALL
APPLICABLE SECURITIES
APPLICABLE LAWSOF
SECURITIES LAWS OF THE STATES OF
THE STATES OFTHE STATES. ANY
UNITED STATES.
THE UNITED ANY
TRANSFER IN
PURPORTED TRANSFER
PURPORTED VIOLATION OF
IN VIOLATION FOREGOING WILL
THE FOREGOING
OF THE WILL NOTNOT BE BE
PERMITTED
PERMITTED OR OR REGISTERED
REGISTERED BY
BY THE
THE FISCAL
FISCAL AGENT
AGENT OROR THE
THE INCOME
INCOME NOTE
NOTE
REGISTRAR. EACH
REGISTRAR. TRANSFEROR OF
EACH TRANSFEROR OF THE INCOME NOTES
THE INCOME WILL PROVIDE
NOTES WILL PROVIDE
NOTICE OF THE
NOTICE OF TRANSFER RESTRICTIONS SET FORTH HEREIN AND
THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN IN THE
THE
FISCALAGENCY
FISCAL AGREEMENTTO
AGENCY AGREEMENT ITS TRANSFEREE.
TO ITS TRANSFEREE.

THE TRANSFEREE
THE TRANSFEREE OF SECURITY WILL
THIS SECURITY
OF THIS WILL BEBE DEEMED TO HAVE
DEEMED TO HAVE
REPRESENTED THAT
REPRESENTED THE TRANSFEREE
THATTHE IS NOT
TRANSFEREE IS U.S. PERSON.
NOTAA U.S. PERSON.

THE PURCHASER
THE PURCHASER OR TRANSFEREE OF
OR TRANSFEREE INCOME NOTE
THIS INCOME
OF THIS NOTE IS DEEMED TO
IS DEEMED TO
REPRESENT (i)
REPRESENT THAT IT
(i) THAT IT IS
IS NOT (A) AN
NOT (A) "EMPLOYEE BENEFIT
AN "EMPLOYEE (AS DEFINED
PLAN" (AS
BENEFIT PLAN" DEFINED
IN SECTION
IN SECTION 3(3) 3(3) OFOF ERISA) THAT IS
ERISA) THAT SUBJECT TO
IS SUBJECT PROVISIONS OF
THE PROVISIONS
TO THE TITLE II OF
OF TITLE OF
ERISA,
ERISA, (B)
(B) AA "PLAN"
"PLAN" DESCRIBED
DESCRIBED IN
IN AND
AND SUBJECT
SUBJECT TO
TO SECTION
SECTION 4975
4975 OF
OF THE
THE
CODE, OR
CODE, OR (C) ENTITY WHOSE
(C) AN ENTITY INCLUDE "PLAN
ASSETS INCLUDE
WHOSE ASSETS WITHIN THE
ASSETS" WITHIN
"PLAN ASSETS" THE
MEANING
MEANING OF
OF ERISA
ERISA BY
BY REASON
REASON OF ANY
ANY SUCH
SUCH PLAN'S INVESTMENT
INVESTMENT IN THE
IN THE
ENTITY (ALL SUCH
ENTITY PERSONS AND
SUCH PERSONS DESCRIBED IN
ENTITIES DESCRIBED
AND ENTITIES CLAUSES (A)
IN CLAUSES (A)
THROUGH (C)
THROUGH (C) BEING REFERRED TO HEREIN
BEING REFERRED HEREIN AS "BENEFIT PLAN INVESTORS");
"BENEFIT PLAN INVESTORS");
AND (ii)
AND THAT IT IS
(ii) THAT MANAGER OR ANY OTHER
COLLATERAL MANAGER
IS NOT THE COLLATERAL OTHER PERSON
PERSON
(OTHER
(OTHER THAN A BENEFIT
BENEFIT PLAN INVESTOR)
INVESTOR) WHO HAS
HAS DISCRETIONARY
DISCRETIONARY
AUTHORITY
AUTHORITY OR CONTROL RESPECT TO THE ASSETS
CONTROL WITH RESPECT ASSETS OF THE ISSUER
OF THE ISSUER OR OR AA
PERSON WHO PROVIDES
PERSON INVESTMENT ADVICE
PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR
FEE (DIRECT OR
INDIRECT)
INDIRECT) WITH RESPECT RESPECT TO THE ASSETS ASSETS OF THE ISSUER, OR ANY "AFFILIATE"
OR ANY "AFFILIATE"
(WITHIN
(WITHIN THE MEANING OF 29 C.F.R. SECTION
THE MEANING 2510.3-101(f)(3)) OF
SECTION 2510.3-101(f)(3» OF ANY SUCH
ANY SUCH
PERSON.
PERSON. NO PURCHASE
PURCHASE OR TRANSFER
TRANSFER OF INCOME
INCOME NOTES
NOTES WILL
WILL BE
BE
PERMITTED
PERMITTED OR OR REGISTERED
REGISTERED TO THE EXTENT THAT THE
EXTENT THAT PURCHASE OR
THE PURCHASE OR
TRANSFER
TRANSFER WOULD RESULT RESULT IN BENEFIT PLAN
IN BENEFIT OWNING 25%
INVESTORS OWNING
PLAN INVESTORS 25% OR OR
MORE OF THE OUTSTANDING OUTSTANDING INCOME (OTHER THAN
NOTES (OTHER
INCOME NOTES THAN THE INCOME
THE INCOME
NOTES OWNED BY
NOTES OWNED BY THE
THE COLLATERAL TRUSTEE AND
MANAGER, THE TRUSTEE
COLLATERAL MANAGER, THEIR
AND THEIR
AFFILIATES)
AFFILIATES) IMMEDIATELY
IMMEDIATELY AFTER SUCH PURCHASE
PURCHASE OR
OR TRANSFER
TRANSFER
(DETERMINED IN
(DETERMINED IN ACCORDANCE
ACCORDANCE WITH SECTION 3(42)
WITH SECTION ERISA, 29
OF ERISA,
3(42) OF C.F.R.
29 C.F.R.
SECTION 2510.3-101 AND THE
SECTION 2510.3-101 AND THE FISCAL
FISCAL AGENCY
AGENCY AGREEMENT).
AGREEMENT).

ANY TRANSFER, PLEDGE


ANY TRANSFER, PLEDGE OR OTHER USE
OR OTHER USE OF THIS INCOME
OF THIS NOTE FOR
INCOME NOTE VALUE OR
FOR VALUE OR
OTHERWISE BY OR TO ANY
OTHERWISE BY OR TO ANY PERSON
PERSON IS
IS WRONGFUL
WRONGFUL SINCE
SINCE THE
THE REGISTERED
REGISTERED
OWNER
OWNER HEREOF,
HEREOF, CEDE HAS AN
CO., HAS
CEDE &&CO., HEREIN, UNLESS
INTEREST HEREIN,
AN INTEREST INCOME
THIS INCOME
UNLESS THIS
NOTE IS
NOTE IS PRESENTED
PRESENTED BY BY AN REPRESENTATIVE
AUTHORIZED REPRESENTATIVE OF THE
AN AUTHORIZED OF THE
DEPOSITORY
DEPOSITORY TRUST
TRUST COMPANY
COMPANY ("DTC"),
("DTC'), NEW
NEW YORK,
YORK, NEW
NEW YORK,
YORK, TO
TO THE
THE
ISSUERS OR
ISSUERS OR THEIR
THEIR AGENT REGISTRATION OF
FOR REGISTRATION
AGENT FOR EXCHANGE OR
TRANSFER, EXCHANGE
OF TRANSFER, OR
PAYMENT AND ANY
PAYMENT AND ANY INCOMEINCOME NOTE
NOTE ISSUED
ISSUED IS
IS REGISTERED
REGISTERED IN
IN THE
THE NAME
NAME OF
OF
CEDE
CEDE && CO.
CO. OR
OR SUCH
SUCH OTHER
OTHER ENTITY
ENTITY AS
AS IS
IS REQUESTED
REQUESTED BY
BY AN
AN AUTHORIZED
AUTHORIZED
REPRESENTATIVE
REPRESENTATIVE OF OF DTC
DTC (AND ANY PAYMENT
(AND ANY HEREON IS
PAYMENT HEREON MADE TO
IS MADE CEDE &&
TO CEDE
CO.).
CO.).

TRANSFERS OF
TRANSFERS OF THIS
THIS INCOME NOTE SHALL
INCOME NOTE LIMITED TO
BE LIMITED
SHALL BE TRANSFERS IN
TO TRANSFERS IN
WHOLE, BUT NOT
WHOLE, BUT NOT IN
IN PART,
PART, TO
TO NOMINEES
NOMINEES OF
OF DTC
DTC OR
OR TO
TO AA SUCCESSOR
SUCCESSOR
THEREOF OR
THEREOF OR SUCH SUCCESSOR'S NOMINEE
SUCH SUCCESSOR'S TRANSFERS OF
AND TRANSFERS
NOMINEE AND PORTIONS
OF PORTIONS

A-1-6
A-1-6

Confidential
ConfidentialTreatment
TreatmentRequested byGoldman
Requested by Sachs
GoldmanSachs MBS-E-021825540
GS MBS-E-021825540
GS
Footnote Exhibits - Page 5630

OFOF THIS
THIS INCOME
INCOME NOTE LIMITED TO
SHALL BEBE LIMITED
NOTE SHALL TRANSFERS MADE
TO TRANSFERS MADE ININ
ACCORDANCE WITH THE RESTRICTIONS SET
SET FORTH
FORTH ININTHE
THEFISCAL
FISCALAGENCY
AGENCY
ACCORDANCE WITH THE RESTRICTIONS
AGREEMENT.
AGREEMENT.
PAYMENTSTO
PAYMENTS TOTHE HOLDERSOF
THEHOLDERS INCOMENOTES
THEINCOME
OFTHE NOTESARE SUBORDINATETO
ARESUBORDINATE TO
THE PAYMENT ON EACH
THE PAYMENT ON EACH PAYMENTPAYMENT DATE
DATE OFOFPRINCIPAL
PRINCIPAL OF
OFAND
AND INTERESTON
INTEREST ON
THE NOTES
THE NOTES OF OF THE
THE ISSUERS AND THE
ISSUERS AND PAYMENT OF
THE PAYMENT CERTAIN OTHER
OF CERTAIN OTHER
DESCRIBED IN THE INDENTURE.
AMOUNTS, TO THE EXTENT AND AS
AMOUNTS, TO THE EXTENT AND AS DESCRIBED IN THE INDENTURE. .

(h) Withrespect
With respecttotoIncomeIncomeNotes Notes(other (otherthan RegulationSSIncome
thanRegulation IncomeNotes) transferredororpurchased
Notes)transferred purchased
(h) and agrees that the representations and
on or after the Closing
on or after the Closing Date, Date, thethe Purchaser
Purchaser understands
understands and agrees that the representations and
agreements madein inthis
thisparagraph
paragraph(h) (h)will
willbe deemedmade
bedeemed madeononeach day from the
each day from the date hereof date hereof
agreements
throughand
made
andincluding
includingthe thedate
dateon whichthe
onwhich Purchaserdisposes
thePurchaser disposesofofthe IncomeNotes
theIncome Notes(other (otherthan than
through
the Regulation S Income Notes).
the Regulation S Income Notes).
(x) The Purchaser is__ is isnot
notm_ [check[checkone] one1(i) (i)an "employeebenefit
an"employee benefitplan"plan"(as definedin
(asdefined inSection
Section
(x) The Purchaser is asas amended
3(3) of the United United States States Employee
Employee Retirement Retirement Income Security Act
Income Security Act ofof 1974,1974, amended
3(3) of the
("ERISA")), that is provisionsofofTitle ERISA, (ii)
Title I I ofof ERISA, (ii) aa "plan" described in
"plan" described in and
("ERISA")), that is subject
subject toto the the provisions and
subject to Section 4975 of ofthe
the United
United States Revenue Code
Internal Revenue
States Internal Code of 1986, as amended (the
of 1986, as amended (the
subject toorSection 4975
"Code"), or
"Code"), (iiQ an
(iii) an entity
entity whose underlying assets
whose underlying include assets
assets include assets of any such
of any suchplan plan (for(for purposes
purposes
of ERISA or Section 4975
4975 ofof the
the Code)
Code) by
by reason
reason of
of any
any such
such plan's
plan's investment
investment inin the
the entity
entity
of ERISA or Section
(such persons and and entities
entities described
described in clauses (I)
in clauses through (iii)
(i) through referred to
being referred
(iiQ being herein as
to herein as
(such persons is a Benefit Plan Investor, the Purchaser's
"Benefit Plan Investors");
"Benefit Plan Investors"); and
and (y)
(y) if
if the
the Purchaser
Purchaser is a Benefit Plan Investor, the Purchaser's
purchase and holding of do notnot andand will constitute or
not constitute
will not result in
or result in a a prohibited
purchase andunder holding of an an Income
Income Note Note do
4975 of the Code for which an
prohibited
exemption is
transaction
transaction under Section Section 406
406 of
of ERISA
ERISA or
or Section
Section 4975 of the Code for which an exemption is
not available.
not available.
The Purchaser
Purchaser is is _ _ is is not
not ___ [check one]
[check one] the Issuer or
the Issuer any other
or any person (other
other person (other than than a a
The -
with respect to the assets of the
Benefit Plan Investor)
Benefit Plan Investor) provides that has discretionary
that has discretionary authority
authority or
or control
control with respect to the assets of the
Issuer, a person who advice for a fee (direct or
fee (direct indirect) with
or indirect) respect to
with respect to the
Issuer, a person who provides investment advice
investment for a
of 29 C.F.R. Section 2510.3-101(f)(3))
the
assets of the
assets of the Issuer,
Issuer, or any "affiliate"
or any 'affiliate" (within (within the meaning of C.F.R. Section 2510.3-101 (f)(3»
a
of any paragraph being
in this paragraph referred to to as
of any such such personperson (any (any such such person
person described in being referred as a
"Controlling Person").
"Controlling Person").
If the in (iiQ above, or
(iii) above, or an insurance company
an insurance company
If the Purchaser
Purchaser isis AA Benefit Benefit Plan Plan Investor
Investor described in
than
acting on behalf of its general account
of its general account __ [check [check ifif true1,
true], thenthen (i) not not more than __ _%%
acting on by behalf of its assets or the assets of
[complete
[complete
entering aapercentage1,
by entering aspercentage], (the "Maximum Percentage")
(the "Maximum Percentage") of its assets or
for
the assets
purposes of
of
of
such general account, as applicable,
applicable, constitutes
constitutes assets
assets of
of Benefit
Benefit Plan
Plan Investors
Investors for purposes
such general account,
Section 3(42) and the "plan assets" regulations under
under ERISA,
ERISA, and
and (ii)
(ii) without
without limiting
limiting the
the
Section 3(42) and otherwise the "plan assets" regulations shall (x) immediately
(x) immediately
remedies that may Purchaser agrees
the Purchaser agrees that that itit shall
remedies that may otherwise be be available,
available, the its
notify the
notify the Issuer
Issuer ififthe the Maximum
Maximum PercentagePercentage isisexceeded, exceeded, and (y) dispose of al\ or a portion ofof its
and (y) dispose of all or a portion
Income Notes Notes as may be instructed by the
as may be instructed by the Issuer
Issuer (including,
(including, inin the
the discretion
discretion of
of the
the Issuer,
Issuer, aa
Income designated by
person designated by the Issuer) for
other person
(orother the Issuer) for
disposition
dispositionback backtotothe the Issuer
Issueror or an
an affiliate thereof(or
affiliatethereof
the then value of the Income Notes as
as reasonably
reasonably determined
determined bythe
by Issuer,ininany
theIssuer, any casecaseininwhich which
the then value of the Income Notes
the Purchaser dispositionitithas hasbeen instructedby
beeninstructed bythe Issuertotomake).
theIssuer make).
the Purchasercannot cannototherwise
otherwisemake makeaadisposition
(i) The Purchaser understands neitherthe
thatneither FiscalAgent
theFiscal Agentnor northe IncomeNote
theIncome Note
i The Purchaser understandsand andacknowledges
acknowledgesthat
Notes either to a proposed initial
Registrar will register any purchase or transfer
Registrar will register any purchase or transfer of
of Income
Income Notes either to a proposed initial
purchaser transferee ofofIncome Income Notes Notes that thathas,has, inineither eithercase, case,
purchaserorortoto aaproposed proposed subsequentsubsequenttransferee
if, after giving
Personif, after giving effect to such effect to such
represented
representedthat thatititisisaaBenefit
BenefitPlan PlanInvestor ControllingPerson
InvestorororaaControlling
that they are Benefit Plan Investors would own
proposed transfer, persons that have represented
proposed transfer, persons that have represented that they are Benefit Plan Investors
determination,Income Notes
thisdetermination,
would
Income
own
Notes
25%25%orormoremoreofofthe theoutstanding
outstandingIncome IncomeNotes. Notes. For purposesofofthis
Forpurposes
held bybythe Collaterar Manager, thethe Trustee,
Trustee, any
any of of their
their respective
respective affiliatesand

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