Common use of AND CERTAIN OTHER ASSETS Clause in Contracts

AND CERTAIN OTHER ASSETS. [To be added to the Class B-1 and Class B-2 Certificates: NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE SECURITIES ADMINISTRATOR, THE DEPOSITOR, THE MASTER SERVICER OR THE SERVICERS TO ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THE AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 OR PTCE 96-23 OR A COMPARABLE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇D▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ate No. : Cut-off Date : January 1, 2007 First Distribution Date : February 26, 2007 Initial Certificate Balance of this Certificate ("Denomination") : Initial Certificate Balances of all Certificates of this Class Certificate Class : Class Balance ------------- ----------------- Class A-1 $ 315,873,000 Class A-2A $ 131,536,000 Class A-2B $ 28,394,000 Class A-2C $ 46,057,000 Class A-2D $ 28,008,000 Class M-1 $ 31,825,000 Class M-2 $ 28,289,000 Class M-3 $ 12,376,000 Class M-4 $ 12,377,000 Class M-5 $ 10,962,000 Class M-6 $ 8,133,000 Class M-7 $ 7,426,000 Class M-8 $ 6,011,000 Class M-9 $ 6,719,000 Class B-1 $ 10,962,000 Class B-2 $ 8,487,000 : Class CUSIP No. CUSIP ------------ ------------------- Class A-1 3622MAAA9 Class A-2A 362▇▇▇▇▇▇ Class A-2B 362▇▇▇▇▇▇ Class A-2C 362▇▇▇▇▇▇ Class A-2D 362▇▇▇▇▇▇ Class M-1 362▇▇▇▇▇▇ Class M-2 362▇▇▇▇▇▇ Class M-3 362▇▇▇▇▇▇ Class M-4 362▇▇▇▇▇▇ Class M-5 362▇▇▇▇▇▇ Class M-6 362▇▇▇▇▇▇ Class M-7 362▇▇▇▇▇▇ Class M-8 362▇▇▇▇▇▇ Class M-9 362▇▇▇▇▇▇ Class B-1 362▇▇▇▇▇▇ Class B-2 362▇▇▇▇▇▇ : Class C▇▇▇▇ ▇▇. ISIN : ------------ ------------------- Class A-1 US3622MAAA93 Class A-2A US3622MAAB76 Class A-2B US3622MAAC59 Class A-2C US3622MAAD33 Class A-2D US3622MAAE16 Class M-1 US3622MAAF80 Class M-2 US3622MAAG63 Class M-3 US3622MAAH47 Class M-4 US3622MAAJ03 Class M-5 US3622MAAK75 Class M-6 US3622MAAL58 Class M-7 US3622MAAM32 Class M-8 US3622MAAN15 Class M-9 US3622MAAP62 Class B-1 US3622MAAU57 Class B-2 US3622MAAV31 GS MORTGAGE SECURITIES CORP. GSAMP Trust 2007-FM1 Mortgage Pass-Through Certificates, Series 2007-FM1 [Class A-] [Class M-] [Class B-] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Servicer, the Securities Administrator, the Sponsor, the Responsible Party or the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [________________] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities Corp., as depositor (the "Depositor"), Fremont Investment & Loan, as responsible party (in such capacity, the "Responsible Party") and as servicer (in such capacity, the "Servicer"), Deutsche Bank National Trust Company, as trustee (the "Trustee") and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and ▇▇▇▇▇ities administrator (the "Securities Administrator"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator. * * *

AND CERTAIN OTHER ASSETS. [To be added to the Class B-1 and Class B-2 Certificates: NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE SECURITIES ADMINISTRATOR, THE DEPOSITOR, THE MASTER SERVICER OR THE SERVICERS TO ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THE AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 OR PTCE 96-23 OR A COMPARABLE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇D▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ate No. : Cut-off Date : January February 1, 2007 First Distribution Date : February March 26, 2007 Initial Certificate Balance of this Certificate ("Denomination") : Initial Certificate Balances of all Certificates of this Class Certificate Class : Class Class Certificate Balance ------------- ----------------- ---------- ------------------------- Class A-1 $ 315,873,000 351,823,000 Class A-2A $ 131,536,000 230,215,000 Class A-2B $ 28,394,000 62,864,000 Class A-2C $ 46,057,000 83,578,000 Class A-2D $ 28,008,000 45,285,000 Class M-1 $ 31,825,000 42,570,000 Class M-2 $ 28,289,000 44,072,000 Class M-3 $ 12,376,000 16,527,000 Class M-4 $ 12,377,000 17,027,000 Class M-5 $ 10,962,000 15,025,000 Class M-6 $ 8,133,000 11,018,000 Class M-7 $ 7,426,000 12,020,000 Class M-8 M-8P $ 6,011,000 4,106,000 Class M-8D $ 3,907,000 Class M-9 $ 6,719,000 12,019,000 Class B-1 $ 10,962,000 14,524,000 Class B-2 $ 8,487,000 14,023,000 : Class CUSIP No. ---------- ------------------------- CUSIP ------------ ------------------- Class A-1 3622MAAA9 3622MHAA4 Class A-2A 3623▇▇▇▇▇▇▇▇ Class A-2B 3623▇▇▇▇▇▇▇▇ Class A-2C 3623▇▇▇▇▇▇▇▇ Class A-2D 3623▇▇▇▇▇▇▇▇ Class M-1 3623▇▇▇▇▇▇▇▇ Class M-2 3623▇▇▇▇▇▇▇▇ Class M-3 3623▇▇▇▇▇▇▇▇ Class M-4 3623▇▇▇▇▇▇▇▇ Class M-5 3623▇▇▇▇▇▇▇▇ Class M-6 3623▇▇▇▇▇▇▇▇ Class M-7 3623▇▇▇▇▇▇▇▇ Class M-8 362M-8P 3▇▇▇▇▇▇▇▇ Class M-▇▇ ▇▇▇▇▇▇▇▇▇ Class M-9 3623▇▇▇▇▇▇▇▇ Class B-1 3623▇▇▇▇▇▇▇▇ Class B-2 3623▇▇▇▇▇▇▇▇ ISIN : Class CA-1 ▇▇▇▇ ▇▇. ISIN : ------------ ------------------- Class A-1 US3622MAAA93 ▇▇▇▇C03 Class A-2A US3622MAAB76 US3622MHAD85 Class A-2B US3622MAAC59 US3622MHAE68 Class A-2C US3622MAAD33 US3622MHAF34 Class A-2D US3622MAAE16 US3622MHAG17 Class M-1 US3622MAAF80 US3622MHAH99 Class M-2 US3622MAAG63 US3622MHAJ55 Class M-3 US3622MAAH47 US3622MHAK29 Class M-4 US3622MAAJ03 US3622MHAL02 Class M-5 US3622MAAK75 US3622MHAM84 Class M-6 US3622MAAL58 US3622MHAY23 Class M-7 US3622MAAM32 US3622MHAZ97 Class M-8 US3622MAAN15 M-8P US3622MHAP16 Class M-8D US3622MHAQ98 Class M-9 US3622MAAP62 US3622MHAR71 Class B-1 US3622MAAU57 US3622MHAU01 Class B-2 US3622MAAV31 US3622MHAV83 GS MORTGAGE SECURITIES CORP. GSAMP Trust 2007-FM1 FM2 Mortgage Pass-Through Certificates, Series 2007-FM1 FM2 [Class A-] [Class M-] [Class B-] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Servicer, the Securities Administrator, the Sponsor, the Responsible Party or the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [________________] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities Corp., as depositor (the "Depositor"), Fremont Investment & Loan, as responsible party (in such capacity, the "Responsible Party") and as servicer (in such capacity, the "Servicer"), Deutsche Bank National Trust Company, as trustee (the "Trustee") and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and ▇▇▇▇▇ities administrator (the "Securities Administrator"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator. * * *

AND CERTAIN OTHER ASSETS. [To be added to the Class B-1 A-1 and Class B-2 A-X Certificates: AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 OR PTCE 96-23 OR A COMPARABLE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇D▇▇ ▇▇▇▇▇▇▇ ▇▇▇.] [▇▇ ▇▇ added to the Class B-4, Class B-5 and Class B-6 Certificates: NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE SECURITIES ADMINISTRATOR EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE DEPOSITORMASTER SERVICER, THE MASTER SERVICER DEPOSITOR OR THE SERVICERS SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THE AGREEMENT OR TO ANY LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR OPINION OF COUNSEL SATISFACTORY TO THE SECURITIES ADMINISTRATOR AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] AS LONG AS THE INTEREST RATE SWAP AGREEMENT IS IN EFFECT, EACH BENEFICIAL OWNER OF THIS CERTIFICATE, OR ANY INTEREST THEREIN, SHALL BE DEEMED TO HAVE REPRESENTED THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA, A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT NOR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER AT LEAST ONE OF PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 OR PTCE 96-23 OR A COMPARABLE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇D▇▇ ▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇ate Certificate No. : Cut-off Date : January March 1, 2007 2008 First Distribution Date : February 26April 25, 2007 2008 Initial Certificate Balance or Notional Amount of this Certificate ("Denomination") : Initial Certificate Balances or Notional Amounts of : all Certificates of this Class Certificate Class : Class Balance ------------- ----------------- Class A-1 $ 315,873,000 Class A-2A $ 131,536,000 Class A-2B $ 28,394,000 Class A-2C $ 46,057,000 Class A-2D $ 28,008,000 Class M-1 $ 31,825,000 Class M-2 $ 28,289,000 Class M-3 $ 12,376,000 Class M-4 $ 12,377,000 Class M-5 $ 10,962,000 Class M-6 $ 8,133,000 Class M-7 $ 7,426,000 Class M-8 $ 6,011,000 Class M-9 $ 6,719,000 Class B-1 $ 10,962,000 Class B-2 $ 8,487,000 : Class CUSIP No. CUSIP ------------ ------------------- Class A-1 3622MAAA9 Class A-2A 362▇▇▇▇▇▇ Class A-2B 362▇▇▇▇▇▇ Class A-2C 362▇▇▇▇▇▇ Class A-2D 362▇▇▇▇▇▇ Class M-1 362▇▇▇▇▇▇ Class M-2 362▇▇▇▇▇▇ Class M-3 362▇▇▇▇▇▇ Class M-4 362▇▇▇▇▇▇ Class M-5 362▇▇▇▇▇▇ Class M-6 362▇▇▇▇▇▇ Class M-7 362▇▇▇▇▇▇ Class M-8 362▇▇▇▇▇▇ Class M-9 362▇▇▇▇▇▇ Class B-1 362▇▇▇▇▇▇ Class B-2 362▇▇▇▇▇▇ : Class C▇▇▇▇ ▇▇. ISIN : ------------ ------------------- Class A-1 US3622MAAA93 Class A-2A US3622MAAB76 Class A-2B US3622MAAC59 Class A-2C US3622MAAD33 Class A-2D US3622MAAE16 Class M-1 US3622MAAF80 Class M-2 US3622MAAG63 Class M-3 US3622MAAH47 Class M-4 US3622MAAJ03 Class M-5 US3622MAAK75 Class M-6 US3622MAAL58 Class M-7 US3622MAAM32 Class M-8 US3622MAAN15 Class M-9 US3622MAAP62 Class B-1 US3622MAAU57 Class B-2 US3622MAAV31 GS MORTGAGE SECURITIES CORP. GSAMP [A-1] $232,438,000 [A-2] $66,412,000 [A-X] $232,438,000 [B-1] $12,286,000 [B-2] $6,309,000 [B-3] $3,819,000 [B-4] 3,984,000 [B-5] 2,989,000 [B-6] 3,818,613 BCAP LLC BCAP LLC Trust 20072008-FM1 IND2 Mortgage Pass-Through Certificates, Series 20072008-FM1 IND2 [Class A-A-1] [Class M-A-2] [Class B-A-X] [Class B-1] [Class B-2][Class B-3] [Class B-4][Class B-5] [Class B-6] evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Class Certificate Balance at any time may be less than the Class Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Master Servicer, the Servicer, Depositor or the Securities Administrator, the Sponsor, the Responsible Party or the Trustee or any other party to the Agreement Administrator referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [________________] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions pursuant to a Pooling and Servicing Agreement, Agreement dated as of the Cut-off Date specified above (the "Agreement"), among GS Mortgage Securities Corp.) between BCAP LLC, as depositor (the "Depositor"), Fremont Investment & LoanWells Fargo Bank, N.A., as responsible party Master Servicer (in such capacity, the "Responsible PartyMaster Servicer") ), and as servicer ▇▇ ▇ecurities Administrator (in such capacity, the "ServicerSecurities Administrator"), Deutsche Bank National Trust CompanyCompany (the "Custodian") and HSBC Bank USA, National Association, as trustee (the "Trustee") and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and ▇▇▇▇▇ities administrator (the "Securities Administrator"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually authenticated by an authorized signatory of the Securities Administrator. * * *