MORTGAGE SECURITIES CORP. By: -------------------------------- Name: ------------------------------ Title: ------------------------------- GOLDMAN SACHS MORTGAGE COMPANY Xy: XXXDMAN SACHS REAL ESTATE XXXXXXX CORP., its General Partner By: /s/ Michelle Gill -------------------------------- Name: Michelle Gill ------------------------------ Title: Vice President ------------------------------- WACHOVIA MORTGAGE CORPORATION, as Servicer By: /s/ Kendal A. Leeson -------------------------------- Name: Kendal A. Leeson ------------------------------ Title: Vice President ------------------------------- EXHIBIT A --------- Mortgage Loan Schedule ---------------------- [On File with the Securities Administrator as provided by the Depositor]

MORTGAGE SECURITIES CORP. By: /s/ Michelle Gill -------------------------------------- Name: Michelle Gill Title: Vice Prxxxxxxx DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Amy Stoddard --------------------------------------- Name: Amy Stoddard Title: Authorizxx Xxxxxx COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership By: COUNTRYWIDE GP, INC., its general partner By: /s/ George Schwartz ------------------------------------- Name: George Schwartz Title: Exec. Xxxx Xxxxxxxxt Acknowledged and Agreed: WELLS FARGO BANK, N.A., as Master Servicer By: /s/ Patricia M. Xxxxx ----------------------------- Name: Patricia X. Xxxxx Xxxxx: Vice President XXHIBIT A Mortgage Loan Schedule ---------------------- [On File with the Securities Administrator as provided by the Depositor] Conduit/CHLS Step 2 AAR EXHIBIT B

MORTGAGE SECURITIES CORP. By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- GOLDMAN SACHS MORTGAGE COMPANY, a Xxx Xxrk limited partnership By: GOLDMAN SACHS REAL ESTATE FUNDING XXXX., x Xxw York corporation, as General Partner By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- [SELLER] By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- [SIGNATURE PAGE TO ASSIGNMENT AND RECOGNITION AGREEMENT] EXHIBIT A TO ASSIGNMENT AND RECOGNITION AGREEMENT Mortgage Loan Schedule AMENDMENT NO. 1 TO PURCHASE AGREEMENT Amendment No. 1, dated as of November 29, 2004 (this "Amendment"), by and between GOLDMAN SACHS MORTGAGE COMPANY (the "Purchaser") and FIRST FRANKLIN FINXXXXXX CXXXXXATION (the "Seller").

MORTGAGE SECURITIES CORP. By: ------------------------------------ Name: Title: GOLDMAN SACHS MORTGAGE COMPANY, a New Xxrk limited partnership By: GOLDMAN SACHS REAL ESTATE FUNDING CORP., a New York corporation, as General Partner By: ------------------------------------ Name: Title: COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership (Servicer) By: COUNTRYWIDE GP, INC., its general partner By: ------------------------------------ Name: Title: EXHIBIT A Mortgage Loan Schedule [On File with the Securities Administrator as provided by the Depositor]

MORTGAGE SECURITIES CORP. By: /s/ Michelle Gill -------------------------------------- Name: Michelle Gill Title: Vice Presxxxxx U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee By: /s/ Patricia O'Neill Manella -------------------------------------- Name: Patricia O'Neill Manella Title: Xxxx Xxxxxxxxx COUNTRYWIDE HOME LOANS SERVICING LP, a Texas limited partnership By: COUNTRYWIDE GP, INC., general partner By: /s/ Thomas P. Lin ------------------------------------ Name: Thomas P. Lin Title: Senior Vixx Xxxxxxxxx Acknowledged and Agreed: JPMORGAN CHASE BANK, N.A., as Master Servicer By: /s/ Annette Marsula ---------------------- Name: Annette Marsula Xxxxx: Xxxx Xxesident EXHIBIT A Mortgage Loan Schedule [On File with the Securities Administrator as provided by The Depositor]

MORTGAGE SECURITIES CORP. GSAA Home Equity Trust 2004-9 Asset-Backed Certificates This Certificate is one of a duly authorized issue of Certificates designated as GSAA Home Equity Trust 2004-9 Asset-Backed Certificates, of the Series specified on the face hereof (herein collectively called the "Certificates"), and representing a beneficial ownership interest in the Trust Fund created by the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement. The Record Date applicable to each Distribution Date is the last Business Day of the month preceding the month in which such Distribution Date occurs. Distributions on this Certificate shall be made by wire transfer of immediately available funds to the account of the Holder hereof at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Trustee in writing at least five Business Days prior to the related Record Date and such Certificateholder shall satisfy the conditions to receive such form of payment set forth in the Agreement, or, if not, by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. The final distribution on each Certificate will be made in like manner, but only upon present...

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Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.
Portfolio Securities Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer.
Securities Contract The parties hereto agree and acknowledge that Dealer is one or more of a “financial institution” and “financial participant” within the meaning of Sections 101(22) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge (A) that this Confirmation is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment” (as such term is defined in Section 741(8) of the Bankruptcy Code) or a “transfer” within the meaning of Section 546 of the Bankruptcy Code and (B) that Dealer is entitled to the protections afforded by, among other sections, Section 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 548(d)(2), 555 and 561 of the Bankruptcy Code.
Real Estate Investment Trust Commencing with its taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code, and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.
Securities Compliance The Company shall notify the Commission in accordance with its rules and regulations, of the transactions contemplated by any of the Transaction Documents and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of the Securities to the Purchasers, or their respective subsequent holders.
Residential Funding Corporation If Residential Funding Corporation is found by a court of competent jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or Trustee acting as Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.
Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.
WELLS FARGO NAME The Adviser axx xxe Trust each agree that the name "Wells Fargo," which comprises a xxxxonent of the Trust's name, is a property right of the parent of the Adviser. The Trust agrees and consents that: (i) it will use the words "Wells Fargo" as a component of xxx xorporate name, the name of any series or class, or all of the above, and for no other purpose; (ii) it will not grant to any third party the right to use the name "Wells Fargo" for any purpose; (xxx) the Adviser or any corporate affiliate of the Adviser may use or grant to others the right to use the words "Wells Fargo," or any combinatiox xx abbreviation thereof, as all or a portion of a corporate or business name or for any commercial purpose, other than a grant of such right to another registered investment company not advised by the Adviser or one of its affiliates; and (iv) in the event that the Adviser or an affiliate thereof is no longer acting as investment adviser to any Fund, the Trust shall, upon request by the Adviser, promptly take such action as may be necessary to change its corporate name to one not containing the words "Wells Fargo" and following such xxxxge, shall not use the words "Wells Fargo," or any combinatiox xxxreof, as a part of its corporate name or for any other commercial purpose, and shall use its best efforts to cause its trustees, officers and shareholders to take any and all actions that the Adviser may request to effect the foregoing and to reconvey to the Adviser any and all rights to such words.
SEI INSTITUTIONAL INVESTMENTS TRUST Large Cap Fund Large Cap Disciplined Equity Fund Large Cap Index Fund Extended Market Index Fund Strategic U.S. Large Cap Equity Fund Small Cap Fund Small Cap II Fund Small/Mid Cap Equity Fund U.S. Managed Volatility Fund Opportunistic Income Fund (f/k/a Enhanced LIBOR Opportunities Fund) Core Fixed Income Fund High Yield Bond Fund
Portfolio Security Portfolio Security will mean any security owned by the Fund.

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