EXHIBIT 4.5.2

           STANDARD TERMS TO TRUST AGREEMENT (APRIL 2002 EDITION)

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                               STANDARD TERMS



                                     TO



                              TRUST AGREEMENT






                        GS Mortgage Securities Corp.
                                 Depositor

                       GSR Mortgage Loan Trust 2002-2
             Mortgage Pass-Through Certificates, Series 2002-2

                             April 2002 Edition






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                                         TABLE OF CONTENTS


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RECITALS.................................................................................................1

STANDARD PROVISIONS......................................................................................1

ARTICLE I DEFINITIONS....................................................................................1
         Section 1.01    Defined Terms...................................................................1

ARTICLE II MORTGAGE LOAN FILES..........................................................................18
         Section 2.01    Mortgage Loan Files............................................................18
         Section 2.02    Acceptance by the Trustee......................................................19
         Section 2.03    Purchase of Mortgage Loans by the Servicer, the Seller, GSMC or the Depositor..22
         Section 2.04    Representations and Warranties of the Depositor................................25

ARTICLE III ADMINISTRATION OF THE TRUST.................................................................27
         Section 3.01    Certificate Account............................................................27
         Section 3.02    REMIC I, REMIC II and  REMIC III Accounts......................................29
         Section 3.03    Trustee to Cooperate; Release of Mortgage Files................................29
         Section 3.04    Amendments to Servicing Agreement..............................................30
         Section 3.05    Administrator Advances.........................................................31
         Section 3.06    Enforcement of Servicing Agreement.............................................32

ARTICLE IV REPORTING/REMITTING TO CERTIFICATEHOLDERS....................................................32
         Section 4.01    Statements to Certificateholders...............................................32
         Section 4.02    Remittance Reports and other Reports from the Servicer.........................35
         Section 4.03    Compliance with Withholding Requirements.......................................35
         Section 4.04    Reports of Certificate Balances to The Depository Trust Company................36
         Section 4.05    Preparation of Regulatory Reports..............................................36
         Section 4.06    Management and Disposition of REO Property.....................................36

ARTICLE V THE INTERESTS AND THE SECURITIES..............................................................37
         Section 5.01    REMIC Interests................................................................37
         Section 5.02    The Certificates...............................................................37
         Section 5.03    Book-Entry Securities..........................................................38
         Section 5.04    Registration of Transfer and Exchange of Certificates..........................39
         Section 5.05    Restrictions on Transfer.......................................................40
         Section 5.06    Mutilated, Destroyed, Lost or Stolen Certificates..............................42
         Section 5.07    Persons Deemed Owners..........................................................43
         Section 5.08    Appointment of Paying Agent....................................................43

ARTICLE VI THE DEPOSITOR................................................................................43
         Section 6.01    Liability of the Depositor.....................................................43
         Section 6.02    Merger or Consolidation of the Depositor.......................................43

ARTICLE VII TERMINATION OF SERVICING ARRANGEMENTS.......................................................43
         Section 7.01    Termination and Substitution of Servicer.......................................43
         Section 7.02    Notification to Certificateholders.............................................45

ARTICLE VIII CONCERNING THE TRUSTEE.....................................................................45
         Section 8.01    Duties of Trustee..............................................................45
         Section 8.02    Certain Matters Affecting the Trustee..........................................46
         Section 8.03    Trustee Not Liable for Certificates or Mortgage Loans..........................49
         Section 8.04    Trustee May Own Certificates...................................................49
         Section 8.05    Trustee's Fees and Expenses....................................................49
         Section 8.06    Eligibility Requirements for Trustee...........................................50
         Section 8.07    Resignation and Removal of the Trustee.........................................50
         Section 8.08    Successor Trustee..............................................................51
         Section 8.09    Merger or Consolidation of Trustee.............................................51
         Section 8.10    Appointment of Co-Trustee or Separate Trustee..................................52
         Section 8.11    Appointment of Custodians......................................................53
         Section 8.12    Appointment of Office or Agent.................................................53
         Section 8.13    Representation and Warranties of the Trustee...................................53

ARTICLE IX TERMINATION OF TRUST.........................................................................54
         Section 9.01    Qualified Liquidation..........................................................54
         Section 9.02    Termination....................................................................54
         Section 9.03    Procedure for Termination......................................................55
         Section 9.04    Additional Termination Requirements............................................56

ARTICLE X REMIC TAX PROVISIONS..........................................................................57
         Section 10.01     REMIC Administration.........................................................57
         Section 10.02     Prohibited Activities........................................................58

ARTICLE XI MISCELLANEOUS PROVISIONS.....................................................................60
         Section 11.01     Amendment of Trust Agreement.................................................60
         Section 11.02     Recordation of Agreement; Counterparts.......................................61
         Section 11.03     Limitation on Rights of Certificateholders...................................61
         Section 11.04     [Reserved]...................................................................62
         ...............................................................................................62
         Section 11.05     Notices......................................................................62
         Section 11.06     Severability of Provision....................................................62
         Section 11.07     Sale of Mortgage Loans.......................................................63
         Section 11.08     Notice to Rating Agencies....................................................63

Exhibit A.........Form of Trust Receipt
Exhibit B.........Form of Final Certification
Exhibit C.........Form of Rule 144A Agreement - QIB Certification
Exhibit D.........Form of Transferee Agreement
Exhibit E.........Form of Benefit Plan Affidavit
Exhibit F.........Form of Residual Transferee Agreement
Exhibit G-1.......Form of Non-U.S. Person Affidavit
Exhibit G-2.......Form of U.S. Person Affidavit


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                                  RECITALS

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

                            STANDARD PROVISIONS

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

                                 ARTICLE I

                                DEFINITIONS

                  Section 1.01 Defined Terms. Except as otherwise specified
herein or in the Trust Agreement or as the context may otherwise require,
whenever used in these Standard Terms, the following words and phrases
shall have the meanings specified in this Article. Capitalized words and
phrases used herein but not defined herein shall, when applied to a Trust,
have the meanings set forth in the Servicing Agreement(s) assigned to such
Trust as in effect on the date of this Agreement. Unless otherwise
specified, all calculations described herein shall be made on the basis of
a 360-day year consisting of twelve 30-day months.

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

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

                  "Administrator Advance": As defined in Section 3.05
hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  "Code": The Internal Revenue Code of 1986, as amended.

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

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

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

                  "Custody Agreement": The Custody Agreement or Agreements
identified in the Trust Agreement.

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

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

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

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

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

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

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

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

                  "Distribution Statement": As defined in Section 4.01.

                  "Due Date": The first day of a calendar month.

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

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

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

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

                  "Exchange Act": The Securities Exchange Act of 1934, as
amended.

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

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

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

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

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

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

                  "Initial Purchaser": Goldman, Sachs & Co.

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

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

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

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

                  "JPMorgan Chase": JPMorgan Chase Bank and its successors.

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

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

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

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

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

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

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

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

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

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

                  (a)      the Servicer (Depositor) loan number;

                  (b)      the Borrower's name;

                  (c)      the original principal balance; and

                  (d)      the Scheduled Principal Balance as of the Cut
                           off Date;

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

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

                  "Mortgagor": Borrower.

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

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

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

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

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

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

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

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

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

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

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

                  "Permitted Investments": Permitted Investments shall
consist of the following:

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

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

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

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

                           (v) money market funds administered by the
Trustee or any of its affiliates; and

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

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

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

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

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

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

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

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

                  "Principal Prepayment Amount": As defined in the Trust
Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  "Remittance Date": As defined in the Trust Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

                  "Securities Act": The Securities Act of 1933, as amended.

                  "Seller": The Seller or Sellers identified in the Trust
Agreement.

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

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

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

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

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

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

                  "Servicing Agreement": The Servicing Agreement or
Agreements identified in the Trust Agreement.

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

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

                  "Shortfall": Month End Interest Shortfall and Soldiers'
and Sailors' Shortfall.

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

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

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

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

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

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

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

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

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

                  "Trust": The trust formed pursuant to the Trust
Agreement.

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

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

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

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

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

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

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

                           (i) The original executed mortgage note
endorsed, "Pay to the order of ________________ or in the name of the
Trustee, JPMorgan Chase Bank, as trustee under a Trust Agreement, dated as
of April 1, 2001, without recourse", and signed in the name of the Seller
(or an affiliate of such Seller, if applicable) by an officer of such
Seller (or an affiliate of such Seller, if applicable), or a Lost Document
Affidavit with a copy of the original mortgage note attached; provided that
unless otherwise provided in the related Sale Agreement, the words
"JPMorgan Chase Bank, as trustee under a Trust Agreement, dated as of April
1, 2001" shall be inserted into the blank; and provided that the mortgage
note shall include all intervening original endorsements showing a complete
chain of title from the originator to such Seller (or an affiliate of such
Seller, if applicable);

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

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

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

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

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

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

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

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

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

                  "U.S. Person": A Person other than a Non-U.S. Person.

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

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


                                ARTICLE II

                            MORTGAGE LOAN FILES

                  Section 2.01 Mortgage Loan Files. Pursuant to the Trust
Agreement, the Depositor has sold to the Trustee without recourse all the
right, title and interest of the Depositor in and to the Mortgage Loans,
any and all rights, privileges and benefits accruing to the Depositor under
each Assignment Agreement, each Sale Agreement, and each Servicing
Agreement with respect to the Mortgage Loans, including the rights and
remedies with respect to the enforcement of any and all representations,
warranties and covenants under such agreements and all other agreements and
assets included or to be included in the Trust for the benefit of the
Certificateholders as set forth in the conveyance clause of the Trust
Agreement. Such assignment includes all of the Depositor's rights to
Monthly Payments on the Mortgage Loans due after the Cut-off Date, and all
other payments of principal (and interest) made on or after the Cut-off
Date that are reflected in the initial aggregate Certificate Balance for a
Trust.

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

                  Section 2.02 Acceptance by the Trustee

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

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

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

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

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

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

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

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

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

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

                           (v) that each mortgage note has been endorsed
         and each assignment of mortgage has been assigned as described in
         the definition of Trustee Mortgage Loan File, provided that the
         Custodian shall have no obligation to confirm that the assignments
         are in recordable form.

         In making the verification required by this Section 2.02(b), the
Custodian may rely conclusively on the Mortgage Loan Schedule attached
hereto, and the Custodian shall have no obligation to independently verify
the correctness of such Mortgage Loan Schedule.

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

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

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

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

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

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

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

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

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

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

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

                  Section 2.03 Purchase of Mortgage Loans by the Servicer,
the Seller, GSMC or the Depositor.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  Section 2.04 Representations and Warranties of the
Depositor. The Depositor hereby represents and warrants to the Trustee that
as of the Closing Date or as of such other date specifically provided
herein:

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

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

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

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

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

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

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

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

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

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

                                ARTICLE III

                        ADMINISTRATION OF THE TRUST

                  Section 3.01 Certificate Account.

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

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

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

                           (iii) all Administrator Advances made pursuant
to Section 3.05;

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

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

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

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

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

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

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

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

                  Section 3.02 REMIC I, REMIC II and REMIC III Accounts.

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

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

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

                  Section 3.03 Trustee to Cooperate; Release of Mortgage
Files. The Trustee shall, if requested by any Servicer, execute a power of
appointment pursuant to which the Trustee shall authorize, make, constitute
and appoint designated officers of such Servicer with full power to execute
in the name of the Trustee (without recourse, representation or warranty)
any deed of reconveyance, any substitution of trustee documents or any
other document to release, satisfy, cancel or discharge any Mortgage or
Mortgage Loan upon its payment in full or other liquidation; provided,
however, that such power of appointment shall be limited to the powers
limited above; and provided, further, that such Servicer shall promptly
forward to the Trustee for its files copies of all documents executed
pursuant to such power of appointment.

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

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

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

                  Section 3.04 Amendments to Servicing Agreement. Each
Servicing Agreement may be amended or supplemented from time to time by the
related Servicer and the Trustee without the consent of any of the
Certificateholders to (a) cure any ambiguity, (b) correct or supplement any
provisions therein which may be inconsistent with any other provisions
therein, (c) modify, eliminate or add to any of its provisions to such
extent as shall be necessary or appropriate to maintain the qualification
of the Trust (or certain assets thereof) as one or more REMICs, at all
times that any Certificates are outstanding or (d) make any other
provisions with respect to matters or questions arising under such
Servicing Agreement or matters arising with respect to the servicing of the
Mortgage Loans which are not covered by such Servicing Agreement which
shall not be inconsistent with the provisions of such Servicing Agreement,
provided that such action shall not adversely affect in any material
respect the interests of any Certificateholder. Any such amendment or
supplement shall be deemed not to adversely affect in any material respect
any Certificateholder if there is delivered to the Trustee written
notification from each Rating Agency that rated the applicable Certificates
to the effect that such amendment or supplement will not cause that Rating
Agency to reduce or qualify the then current rating assigned to such
Certificates, as well as an Opinion of Counsel that such amendment or
supplement will not result in the loss by the Trust or the assets thereof
of REMIC status.

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

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

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

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

                  Section 3.05 Administrator Advances.

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

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

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

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

                  Section 3.06 Enforcement of Servicing Agreement. Subject
to Article VIII hereof, the Trustee agrees to comply with the terms of the
Servicing Agreement and to enforce the terms and provisions thereof against
the related Servicer for the benefit of the Certificateholders.

                                ARTICLE IV

                 REPORTING/REMITTING TO CERTIFICATEHOLDERS

                  Section 4.01 Statements to Certificateholders. On or
before the Distribution Date, the Trustee shall prepare a statement as to
such distribution (the "Distribution Statement"), based substantially on
information provided by the Servicers in the related Remittance Reports,
and make such statement available at its website located at
http://www.jpmorgan.com/absmbs to the Depositor and each Certificateholder,
setting forth:

                  (a) the class factor for each Class of Certificates;

                  (b) the aggregate Schedule Principal Balance of each Pool
of Mortgage Loans;

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

                  (d) [Reserved].

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

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

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

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

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

                  (j) [Reserved].

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

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

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

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

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

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

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

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

                  (s) the Class A1 Senior Percentage, the Class A2-A Senior
Percentage, Class A2-A Senior Prepayment Percentage, Class A2-B Senior
Percentage, Class A2-B Senior Prepayment Percentage, Class A2-C Senior
Percentage, Class A2-C Senior Prepayment Percentage, Class A3 Senior
Percentage, Class A3 Senior Prepayment Percentage, Subordinate Percentage
and Subordinate Prepayment Percentage, if any, for such Distribution Date;

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

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

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

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

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

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

                  Section 4.02 Remittance Reports and other Reports from
the Servicer. To the extent received from the Servicer, the Trustee shall
make the information in each Remittance Report available to the Depositor
or a Certificateholder upon written request of the Depositor or such
Certificateholder therefor. In addition, upon written request from the
Depositor or a Certificateholder (such party, the "Requesting Party"), the
Trustee shall use commercially reasonable efforts to obtain from the
Servicer and subsequently provide to the Depositor or requesting
Certificateholder any other reports or information that may be obtained by
the Trustee from any Servicer pursuant to the related Servicing Agreement;
provided, however, that if the Trustee incurs costs pursuant to the
Servicing Agreement with respect to any particular request, the Trustee
shall be entitled to reimbursement from the Requesting Party for such
costs, together with any other reasonable costs incurred by it for
obtaining or delivering the reports or information specified by such
request. Unless otherwise instructed by the Depositor, if permitted
pursuant to each Servicing Agreement, the Trustee shall request, on an
annual basis beginning one year after the Closing Date, copies of the
Servicer's internal quality control reports for distribution to such
holders (it being understood that the Trustee shall have no responsibility
for, or be deemed to have, constructive notice of any information contained
therein or determinable therefrom). The Trustee shall be under no duty to
recalculate, verify or recompute the information provided to it under any
Servicing Agreement by the applicable Servicer.

                  Section 4.03 Compliance with Withholding Requirements.
Notwithstanding any other provisions of the Trust Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments
of interest or principal to the extent of accrued original issue discount
on Certificates to each Holder of such Certificates who (a) is not a
"United States person," within the meaning of Code section 7701(a)(30), (b)
fails to furnish its TIN to the Trustee, (c) furnishes the Trustee an
incorrect TIN, (d) fails to report properly interest and dividends, (e)
under certain circumstances, fails to provide the Trustee or the
Certificateholder's securities broker with a certified statement, signed
under penalties of perjury, that the TIN provided by such Certificateholder
to the Trustee or such broker is correct and that the Certificateholder is
not subject to backup withholding or (f) otherwise fails to satisfy any
applicable certification requirements relating to the withholding tax. The
consent of such a Certificateholder shall not be required for such
withholding. In the event the Trustee does withhold the amount of any
otherwise required distribution from interest payments on the Mortgage
Loans (including principal payments to the extent of accrued original issue
discount) or Monthly Advances thereof to any Certificateholder pursuant to
federal withholding requirements, the Trustee shall indicate with any
payments to such Certificateholders the amount withheld. In addition, if
any United States federal income tax is due at the time a Non-U.S. Person
transfers a Residual Certificate, the Trustee or other Withholding Agent
may (1) withhold an amount equal to the taxes due upon disposition of such
Residual Certificate from future distributions made with respect to such
Residual Certificate to the transferee thereof (after giving effect to the
withholding of taxes imposed on such transferee), and (2) pay the withheld
amount to the Internal Revenue Service unless satisfactory written evidence
of payment by the transferor of the taxes due has been provided to the
Trustee or such Withholding Agent. Moreover, the Trustee or other
Withholding Agent may (1) hold distributions on a Residual Certificate,
without interest, pending determination of amounts to be withheld, (2)
withhold other amounts, if any, required to be withheld pursuant to United
States federal income tax law from distributions that otherwise would be
made to such transferee on each Residual Certificate that it holds, and (3)
pay to the Internal Revenue Service all such amounts withheld.

                  Section 4.04 Reports of Certificate Balances to The
Depository Trust Company. If and for so long as any Certificate is held by
The Depository Trust Company, on the second Business Day before each
Distribution Date, the Trustee shall give verbal notice to The Depository
Trust Company (and shall promptly thereafter confirm in writing) the
following: (a) the amount to be reported pursuant to clause (c) and (d) of
each statement provided to Holders of Certificates pursuant to Section 4.01
in respect of the next succeeding distribution, (b) the Record Date for
such distribution, (c) the Distribution Date for such distribution and (d)
the aggregate Certificate Balance of each Class of Certificates to be
reported pursuant to clause (i) of the first paragraph of Section 4.01 in
such month.

                  Section 4.05 Preparation of Regulatory Reports.
Notwithstanding any other provision of this Agreement, the Trustee has not
assumed, and shall not by its performance hereunder be deemed to have
assumed, any of the duties or obligations of the Depositor or any other
Person with respect to (i) the registration of the Certificates pursuant to
the Securities Act, (ii) the issuance or sale of the Certificates, or (iii)
compliance with the provisions of the Securities Act, the Exchange Act, or
any offering circular, applicable federal or state securities or other laws
including, without limitation, any requirement to update the registration
statement or prospectus relating to the Certificates in order to render the
same not materially misleading to investors.

                  Section 4.06 Management and Disposition of REO Property.
The Trustee shall enforce the obligation of the Servicer under any
Servicing Agreement to dispose of any REO Property acquired by such
Servicer on behalf of the Trust before the end of the third calendar year
following the calendar year in which the related REO Property was acquired;
provided that the Trustee shall waive such requirement if the Servicer and
the Trustee (1) receive an Opinion of Counsel (obtained at the expense of
the party requesting such Opinion of Counsel) indicating that, under
then-current law, the REMIC may hold such REO Property for a period longer
than three years without threatening the REMIC status of any related REMIC
or causing the imposition of a tax upon any such REMIC or (2) the Servicer
applies for and is granted an extension of such three year period pursuant
to Code sections 860G(a)(8) and 856(e)(3) (the applicable period provided
pursuant to such Opinion of Counsel or such Code section being referred to
herein as an "Extended Holding Period"). In that event, the Trustee shall
direct the Servicer to sell any REO Property remaining after such date in
an auction before the end of the Extended Holding Period.

                                 ARTICLE V

                      THE INTERESTS AND THE SECURITIES

                  Section 5.01 REMIC Interests. The Trust Agreement will
set forth the terms of the Regular Interests and Residual Interest of REMIC
I, REMIC II and REMIC III. Unless otherwise specified in the Trust
Agreement, (a) the Regular Interests in REMIC I, REMIC II and REMIC III
will be "regular interests" for purposes of the REMIC Provisions; (b) the
Trustee will be the owner of the Regular Interests in such REMICs, which
may not be transferred to any person other than a successor trustee
appointed pursuant to Section 8.07 hereof unless the party desiring the
transfer obtains a Special Tax Opinion; and (c) such Regular Interests will
be represented by the respective Interests.

                  Section 5.02 The Certificates. The Certificates shall be
designated in the Trust Agreement. The Certificates in the aggregate will
represent the entire beneficial ownership interest in the Trust Estate. On
the Closing Date, the aggregate Certificate Balance of the Certificates
will equal the aggregate Scheduled Principal Balance of the Mortgage Loans
as of the Cut-off Date. The Certificates will be substantially in the forms
annexed to the Trust Agreement. Unless otherwise provided in the Trust
Agreement, the Certificates of each Class will be issuable in registered
form, in denominations of authorized Percentage Interests as described in
the definition thereof. Each Certificate will share ratably in all rights
of the related Class.

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

                  Section 5.03 Book-Entry Securities.

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

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

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

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

                  Section 5.04 Registration of Transfer and Exchange of
Certificates. The Trustee shall cause to be kept at its Corporate Trust
Office a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Trustee shall provide for the
registration of Certificates and of transfers and exchanges of Certificates
as herein provided. The Trustee will initially serve as Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided.

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

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

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

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

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

                  Section 5.05 Restrictions on Transfer.

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

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

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

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

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

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

                  Section 5.06 Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate is surrendered to the
Trustee or the Certificate Registrar, or the Trustee and the Certificate
Registrar receive evidence to their satisfaction of the destruction, loss
or theft of any Certificate, and (b) there is delivered to the Trustee and
the Certificate Registrar such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of actual
knowledge by the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall execute and
cause the Certificate Registrar to authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and of like tenor and
Percentage Interest. Upon the issuance of any new Certificate pursuant to
this Section, the Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not
the destroyed, lost or stolen Certificate shall be found at any time.

                  Section 5.07 Persons Deemed Owners. Prior to due
presentation of a Certificate for registration of transfer, the Trustee,
the Certificate Registrar and any agent of any of them may treat the person
in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions and for all other
purposes whatsoever, and neither the Trustee, the Certificate Registrar nor
any agent of any of them shall be affected by notice to the contrary.

                  Section 5.08 Appointment of Paying Agent. The Trustee may
appoint a Paying Agent for the purpose of making distributions to
Certificateholders. The Trustee shall cause such Paying Agent (if other
than the Trustee) to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee that such Paying Agent
will hold all sums held by it for the payment to Certificateholders in an
Eligible Account in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to the Certificateholders.
All funds remitted by the Trustee to any such Paying Agent for the purpose
of making distributions shall be paid to Certificateholders on each
Distribution Date and any amounts not so paid shall be returned on such
Distribution Date to the Trustee.

                                ARTICLE VI

                               THE DEPOSITOR

                  Section 6.01 Liability of the Depositor. The Depositor
shall be liable in accordance herewith only to the extent of the
obligations specifically imposed by the Trust Agreement and undertaken by
the Depositor under the Trust Agreement.

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

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

                                ARTICLE VII

                   TERMINATION OF SERVICING ARRANGEMENTS

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

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

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

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

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

                  Section 7.02 Notification to Certificateholders.

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

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

                               ARTICLE VIII

                           CONCERNING THE TRUSTEE

                  Section 8.01 Duties of Trustee. The Trustee, prior to the
occurrence of an Event of Default and after the curing of any such Events
of Default, undertakes to perform such duties and only such duties as are
specifically set forth in the Trust Agreement. During an Event of Default
relating to the Trustee of which a Responsible Officer of the Trustee has
notice, the Trustee shall exercise such of the rights and powers vested in
it by the Trust Agreement, and use the same degree of care and skill in
their exercise as a prudent man would exercise or use under the
circumstances in the conduct of such person's own affairs.

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

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

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

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

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

                  (d) Any determination of negligence, bad faith, willful
misconduct or breach of conduct of the Trustee shall be made only upon a
finding that there is clear and convincing evidence (and not upon the mere
preponderance of evidence) thereof in a proceeding before a court of
competent jurisdiction in which the Trustee has had an opportunity to
defend; and (e) In no event shall the Trustee be held liable for the
actions or omissions of any Servicer or Custodian (excepting the Trustee's
own actions as Servicer or Custodian). Prior to the occurrence of any Event
of Default and after the curing of all such Events of Default, other than
those obligations assumed by the Trustee as successor Servicer under
Article VII, no provision of the Trust Agreement shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it unless such risk or
liability relates to duties set forth herein.

                  Section 8.02 Certain Matters Affecting the Trustee.

                  (a) Except as otherwise provided in Section 8.01 hereof:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  Section 8.03 Trustee Not Liable for Certificates or
Mortgage Loans. The recitals contained in the Trust Agreement and in the
Certificates (other than the signature of the Trustee, the acknowledgments
by the Trustee in Section 2.02 hereof and the representations and
warranties made in Section 8.13 hereof) shall be taken as the statements of
the Depositor, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of the Trust Agreement or of the Certificates
(other than the signature of the Trustee on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for
the use or application by the Depositor of any of the Certificates or of
the proceeds of such Certificates, or for the use or application of any
funds paid to the Depositor in respect of the Mortgage Loans or deposited
in or withdrawn from the Certificate Account or Collection Account other
than any funds held by or on behalf of the Trustee in accordance with
Sections 3.01 and 3.02 or as owner of the Regular Interests of REMIC I and
REMIC II, as the case may be.

                  Section 8.04 Trustee May Own Certificates. The Trustee in
its individual capacity or any other capacity may become the owner or
pledgee of Certificates with the same rights it would have if it were not
Trustee.

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

                  Section 8.06 Eligibility Requirements for Trustee. The
Trustee shall at all times be a corporation or national banking association
that is not an Affiliate of the Depositor organized and doing business
under the laws of any state or the United States of America, authorized
under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority. If such corporation publishes
reports of its conditions at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of conditions so published. In case at any
time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07.

                  Section 8.07 Resignation and Removal of the Trustee. The
Trustee may at any time resign and be discharged from the trusts created
pursuant to the Trust Agreement by giving written notice thereof to the
Depositor and to all Certificateholders. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor trustee by
written instrument, in triplicate, which instrument shall be delivered to
the resigning Trustee and to the successor trustee. A copy of such
instrument shall be delivered to the Depositor, the Certificateholders and
each Servicer by the Depositor. If no successor trustee shall have been so
appointed and have accepted appointment within 60 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee.

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

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

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

                  Section 8.08 Successor Trustee. Any successor trustee
appointed as provided in Section 8.07 shall execute, acknowledge and
deliver to the Depositor and to the predecessor trustee an instrument
accepting such appointment under the Trust Agreement and thereupon the
resignation or removal of the predecessor trustee shall become effective
and such successor trustee without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and
obligations of its predecessor thereunder, with the like effect as if
originally named as trustee therein. The predecessor trustee shall deliver
to the successor trustee, all Trustee Mortgage Loan Files and related
documents and statements held by it under the Trust Agreement and the
Depositor and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee, all
such rights, powers, duties and obligations.

                  No successor trustee shall accept appointment as provided
in this Section unless at the time of such acceptance such successor
trustee shall be eligible under the provisions of Section 8.06 hereof.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section, the Depositor shall mail notice of the succession
of such trustee under the Trust Agreement to all Holders of Certificates at
their addresses as shown in the Certificate Register. If the Depositor
fails to mail such notice within 10 days after acceptance of appointment by
the successor trustee, the Trustee shall cause such notice to be mailed at
the expense of the Depositor.

                  Notwithstanding anything to the contrary contained
herein, the appointment of any successor Trustee pursuant to any provisions
of this Agreement will be subject to the prior written consent of the
Trustee, which consent will not be unreasonably withheld.

                  Section 8.09 Merger or Consolidation of Trustee. Any
corporation into which the Trustee may be merged or converted or with which
it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee shall
be the successor of the Trustee under the Trust Agreement, provided such
corporation shall be eligible under the provisions of Section 8.06, without
the execution or filing of any paper or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding.

                  Section 8.10 Appointment of Co-Trustee or Separate
Trustee. For the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust or property securing the same
may at the time be located, the Depositor and the Trustee acting jointly
shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or trustees, of
all or any part of the Trust, and to vest in such Person or Persons, in
such capacity, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Depositor and the Trustee may
consider necessary or desirable. If the Depositor shall not have joined in
such appointment within 15 days after the receipt by it of a request so to
do, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee(s) hereunder shall be required to meet the
terms of eligibility as a successor trustee under Section 8.06 hereof and
no notice to Holders of Certificates of the appointment of co-trustee(s) or
separate trustee(s) shall be required under Section 8.08 hereof.

                  In the case of any appointment of a co-trustee or
separate trustee pursuant to this Section 8.10 all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or
imposed upon and exercised or performed by the Trustee and such separate
trustee or co-trustee jointly, except to the extent that under any law of
any jurisdiction in which any particular act or acts are to be performed
the Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee. Any notice, request or other
writing given to the Trustee shall be deemed to have been given to each of
the then separate trustees and co-trustees, as effectively as if given to
each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to the Trust Agreement and the conditions of this
Article VIII. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee
or separately, as may be provided therein, subject to all the provisions of
the Trust Agreement, specifically including every provision of the Trust
Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed
with the Trustee.

                  Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under
or in respect of the Trust Agreement on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting,
resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Trustee, to the extent
permitted by law, without the appointment of a new or successor trustee.

                  Section 8.11 Appointment of Custodians. The Trustee may
appoint one or more Custodians to hold all or a portion of the Trustee
Mortgage Loan Files as agent for the Trustee, by entering into a custody
agreement. The appointment of any Custodian may at any time be terminated
and a substitute custodian appointed therefor by the Trustee. Subject to
Article VIII, the Trustee agrees to comply with the terms of each custody
agreement and to enforce the terms and provisions thereof against the
Custodian for the benefit of the Certificateholders. Each Custodian shall
be a depository institution or trust company subject to supervision by
federal or state authority, shall have combined capital and surplus of at
least $10,000,000 and shall be qualified to do business in the jurisdiction
in which it holds any Trustee Mortgage Loan File. Any such Custodian may
not be an affiliate of the Depositor or any Seller or Servicer. The Trustee
shall not be responsible or liable for the acts or omissions of any
Custodian appointed by it hereunder (except for a Custodian which is an
affiliate of the Trustee). Except as otherwise provided in the Custody
Agreement, any fees, expenses and other amounts (except for amounts due as
a result of indemnification provisions) due to a Custodian shall be the
responsibility of the related Servicer. Any indemnification due a Custodian
under a Custody Agreement shall be an obligation of the Trust and payable
out of the Trust Estate, and reimbursed in accordance with the Trust
Agreement.

                  Section 8.12 Appointment of Office or Agent. The Trustee
shall appoint an office or agent in The City of New York where notices and
demands to or upon the Trustee in respect of the Certificates and the Trust
Agreement may be served.

                  Section 8.13 Representation and Warranties of the
Trustee. The Trustee hereby represents and warrants to the Depositor that
as of the Closing Date or as of such other date specifically provided
herein:

                  (a) It is a banking corporation and has been duly
organized, and is validly existing in good standing under the laws of its
State of organization with full power and authority (corporate and other)
to enter into and perform its obligations under the Trust Agreement;

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

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

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

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

                  (f) It meets all of the eligibility requirements set
forth in Section 8.06 thereof.

                                ARTICLE IX

                            TERMINATION OF TRUST

                  Section 9.01 Qualified Liquidation. The Provisions of
this Article IX are subject to the requirement that any termination shall
be a "qualified liquidation" of each associated REMIC unless 100% of the
affected holders of interests in each such REMIC have consented to waive
such requirements. For this purpose "affected holders" shall mean each
holder of a regular or residual interest which would likely receive a
smaller amount in final distributions if the termination were not a
"qualified liquidation" and REMIC owed taxes as a result hereof.

                  Section 9.02 Termination. The Depositor may, at its
option, make or cause a Person to make a Terminating Purchase for the
Termination Price at the time and on the terms and conditions specified in
the Trust Agreement. Upon such Terminating Purchase or the final payment or
other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust or the disposition of the last REO
Property remaining in the Trust, the respective obligations and
responsibilities under the Trust Agreement of the Depositor, the Trustee
shall terminate upon payment to the Certificateholders of all amounts held
by or on behalf of the Trustee and required hereunder to be so paid and
upon deposit of unclaimed funds otherwise distributable to
Certificateholders in the Termination Account. Notwithstanding the
foregoing, in no event shall the Trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James's, living on the date hereof.

                  The Trust also may be terminated and the Certificates
retired if the Trustee determines, based upon an Opinion of Counsel, that
the REMIC status of any related REMIC has been lost or that a substantial
risk exists that such REMIC status will be lost for the then-current
taxable year.

                  Section 9.03 Procedure for Termination. The Depositor
shall advise the Trustee in writing of its election to cause a Terminating
Purchase, no later than the Distribution Date in the month preceding the
Distribution Date on which the Terminating Purchase will occur.

                  Notice of the Distribution Date on which any such
termination shall occur (or the Distribution Date on which final payment or
other Liquidation of the last Mortgage Loan remaining in the Trust or the
disposition of the last REO Property remaining in the Trust will be
distributed to Certificateholders, as reflected in the Remittance Report
for such month (the "Final Distribution Date") shall be given promptly by
the Trustee by letter to Certificateholders mailed (a) in the event such
notice is given in connection with a Terminating Purchase, not earlier than
the 15th day and not later than the last day of the month preceding the
month of such final distribution or (b) otherwise during the month of such
final distribution on or before the Remittance Date in such month, in each
case specifying (i) the Final Distribution Date and that final payment of
the Certificates will be made upon presentation and surrender of
Certificates at the office of the Trustee therein designated on that date,
(ii) the amount of any such final payment and (iii) that the Record Date
otherwise applicable to such Final Distribution Date is not applicable,
payments being made only upon presentation and surrender of the
Certificates at the office of the Trustee. The Trustee shall give such
notice to the Certificate Registrar at the time such notice is given to
Certificateholders. In the event such notice is given in connection with a
Terminating Purchase, the purchaser shall deliver to the Trustee for
deposit in the Certificate Account on the Business Day immediately
preceding the Final Distribution Date an amount in next day funds equal to
the Termination Price, as the case may be.

                  Upon presentation and surrender of the Certificates on a
Distribution Date by Certificateholders, the Trustee shall distribute to
Certificateholders (A) the amount otherwise distributable on such
Distribution Date, if not in connection with Terminating Purchase, or (B)
if in connection with a Terminating Purchase, an amount determined as
follows: with respect to each Certificate with an outstanding Certificate
Balance, the outstanding Certificate Balance thereof, plus interest thereon
through the Accounting Date preceding the Distribution Date fixed for
termination and any previously unpaid interest, net of unrealized losses,
Realized Interest Shortfall and Shortfall with respect thereto; and in
addition, with respect to each Residual Certificate, the Percentage
Interest evidenced thereby multiplied by the difference between the
Termination Price and the aggregate amount to be distributed as provided in
the first clause of this sentence and the next succeeding sentence.

                  Upon the deposit of the Termination Price in the
Certificate Account, the Trustee, and any Custodian acting as its agent,
shall promptly release to the purchaser the Trustee Mortgage Loan Files for
the remaining Mortgage Loans, and the Trustee shall execute all
assignments, endorsements and other instruments without recourse necessary
to effectuate such transfer. The Trust shall terminate immediately
following the deposit of funds in the Termination Account as provided
below.

                  In the event that all of the Certificateholders shall not
surrender their Certificates within six months after the Final Distribution
Date specified in the above-mentioned written notice, the Trustee shall
give a second written notice to the remaining Certificateholders to
surrender their Certificates and receive the final distribution with
respect thereto, net of the cost of such second notice. If within one year
after the second notice all the Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps, or
may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the amounts otherwise payable on such
Certificates. Any funds payable to Certificateholders that are not
distributed on the Final Distribution Date shall be deposited in a
Termination Account, which shall be an Eligible Account, to be held for the
benefit of Certificateholders not presenting and surrendering their
Certificates in the aforesaid manner, and shall be disposed of in
accordance with this Section. The Trustee shall establish the Termination
Accounts, which shall be Eligible Accounts, on or about the Closing Date.

                  Section 9.04 Additional Termination Requirements.

                  (a) In the event of a Terminating Purchase as provided in
Section 9.02, the Trust shall be terminated in accordance with the
following additional requirements, unless the Trustee receives (i) a
Special Tax Opinion and (ii) a Special Tax Consent from each of the Holders
of the Residual Certificates (unless the Special Tax Opinion specially
provides that no REMIC-level tax will result from the Terminating
Purchase):

                           (A) Within 90 days prior to the Final
                  Distribution Date, the Depositor and the Trustee on
                  behalf of the related REMIC shall adopt a plan of
                  complete liquidation meeting the requirements of a
                  qualified liquidation under the REMIC Provisions (which
                  plan may be adopted by the Trustee's attachment of a
                  statement specifying the first day of the 90-day
                  liquidation period to the REMIC's final federal income
                  tax return) and the REMIC will sell all of its assets
                  (other than cash);

                           (B) Upon making final payment on the Regular
                  Certificates or the deposit of any unclaimed funds
                  otherwise distributable to the holders of the Regular
                  Certificates in the Termination Account on the Final
                  Distribution Date, the Trustee shall distribute or
                  credit, or cause to be distributed or credited, pro rata,
                  to the Holders of the Residual Certificates all cash on
                  hand relating to the REMIC after such final payment
                  (other than cash retained to meet claims), and the REMIC
                  shall terminate at that time; and

                           (C) In no event may the final payment on the
                  Certificates be made after the 90th day from the date on
                  which the plan of complete liquidation is adopted. A
                  payment into the Termination Account with respect to any
                  Certificate pursuant to Section 9.03 shall be deemed a
                  final payment on, or final distribution with respect to,
                  such Certificate for the purposes of this clause.

                  (b) By its acceptance of a Residual Certificate, the
Holder thereof hereby (i) authorizes such action as may be necessary to
adopt a plan of complete liquidation of any related REMIC and (ii) agrees
to take such action as may be necessary to adopt a plan of complete
liquidation of any related REMIC upon the written request of the Trustee,
which authorization shall be binding upon all successor Holders of Residual
Certificates.

                                 ARTICLE X

                            REMIC TAX PROVISIONS

                  Section 10.01 REMIC Administration.

                  (a) (i) Unless otherwise specified in the Trust
Agreement, the Trustee shall elect (on behalf of each REMIC to be created)
to have the Trust (or designated assets thereof) treated as one or more
REMICs on Form 1066 or other appropriate federal tax or information return
for the taxable year ending on the last day of the calendar year in which
the Certificates are issued as well as on any corresponding state tax or
information return necessary to have the Trust (or such assets) treated as
a REMIC under state law.

                  (ii) In order to enable the Trustee to perform its duties
as set forth herein, the Depositor shall provide or cause to be provided to
the Trustee, within ten (10) days after the Closing Date, all information
or data that the Trustee reasonably determines to be relevant for tax
purposes to the valuations and offering prices of the Certificates
(security instruments), including, without limitation, the price, yield,
prepayment assumption and projected cash flows of the Certificates and the
Mortgage Loans. Thereafter, the Depositor shall provide to the Trustee,
promptly upon request therefor, any additional information or data that the
Trustee may from time to time reasonably request in order to enable the
Trustee to perform its duties as set forth herein.

                  (b) The Trustee shall pay any and all tax related
expenses (not including taxes) of the Trust and each related REMIC,
including but not limited to any professional fees or expenses related to
(i) audits or any administrative or judicial proceedings with respect to
each REMIC that involve the Internal Revenue Service or state tax
authorities or (ii) the adoption of a plan of complete liquidation.

                  (c) The Trustee shall prepare any necessary forms for
election as well as all of the Trust's and each REMIC's federal and New
York tax and information returns. The Trustee shall sign and file such
returns on behalf of each REMIC. The expenses of preparing and filing such
returns shall be borne by the Trustee.

                  (d) The Trustee shall perform all reporting and other tax
compliance duties that are the responsibility of the Trust and each REMIC
under the REMIC Provisions or New York tax law. Among its other duties, if
required by the REMIC Provisions, the Trustee, acting as agent of each
REMIC, shall provide (i) to the Treasury or other governmental authority
such information as is necessary for the application of any tax relating to
the transfer of a Residual Certificate to any Disqualified Organization and
(ii) to the Trustee such information as is necessary for the Trustee to
discharge its obligations under the REMIC Provisions to report tax
information to the Certificateholders.

                  (e) The Depositor, the Trustee and the Holders of the
Residual Certificates shall take any action or cause any REMIC to take any
action necessary to create or maintain the status of such REMIC as a REMIC
under the REMIC Provisions and shall assist each other as necessary to
create or maintain such status.

                  (f) The Depositor, the Trustee and the Holders of the
Residual Certificates shall not take any action, or fail to take any
action, or cause any REMIC to take any action or fail to take any action
that, if taken or not taken, as the case may be, could endanger the status
of any such REMIC as a REMIC unless the Trustee has received an Opinion of
Counsel (at the expense of the party seeking to take or to fail to take
such action) to the effect that the contemplated action or failure to act
will not endanger such status.

                  (g) Any taxes that are imposed upon the Trust or any
REMIC by federal or state (including local) governmental authorities (other
than taxes paid by a party pursuant to Section 10.02 hereof or as provided
in the following sentence) shall be allocated in the same manner as
Realized Losses are allocated. Any state (or local) taxes imposed upon the
Trust or any REMIC that would not have been imposed on the Trust or such
REMIC in the absence of any legal or business connection between the
Trustee and the state (or locality) imposing such taxes shall be paid by
the Trustee, and, notwithstanding anything to the contrary in these
Standard Terms, such taxes shall be deemed to be part of the Trustee's cost
of doing business and shall not be reimbursable to the Trustee.

                  (h) The Trustee or an Affiliate shall acquire a Residual
Certificate in each REMIC and the Trustee will act as the Tax Matters
Person of each REMIC and perform various tax administration functions of
each REMIC as its agent, as set forth in this Section. If the Trustee or an
Affiliate is unable for any reason to fulfill its duties as Tax Matters
Person for a REMIC, the holder of the largest Percentage Interest of the
Residual Certificates in such REMIC shall become the successor Tax Matters
Person of such REMIC.

                  Section 10.02 Prohibited Activities. Except as otherwise
provided in the Trust Agreement, neither the Depositor, the Holders of the
Residual Certificates, nor the Trustee shall engage in, nor shall the
Trustee permit, any of the following transactions or activities unless it
has received (a) a Special Tax Opinion and (b) a Special Tax Consent from
each of the Holders of the Residual Certificates (unless the Special Tax
Opinion specially provides that no REMIC-level tax will result from the
transaction or activity in question):

                  (i) the sale or other disposition of, or substitution
for, any of the Mortgage Loans except pursuant to (A) a foreclosure or
default with respect to such Mortgage Loans, (B) the bankruptcy or
insolvency of any REMIC, (C) the termination of any REMIC pursuant to
Section 9.02, or (D) a purchase in accordance with Section 2.03;

                  (ii) the acquisition of any Mortgage Loans for the Trust
after the Closing Date except during the three-month period beginning on
the Closing Date pursuant to a fixed price contract in effect on the
Closing Date that has been reviewed and approved by tax counsel acceptable
to the Trustee;

                  (iii) the sale or other disposition of any investment in
the Certificate Account or the Distribution Account at a gain;

                  (iv) the sale or other disposition of any asset held in a
Reserve Fund for a period of less than three months (a "Short-Term Reserve
Fund Investment") if such sale or disposition would cause 30% or more of a
REMIC's income from such Reserve Fund for the taxable year to consist of a
gain from the sale or disposition of Short-Term Reserve Fund Investments;

                  (v) the withdrawal of any amounts from any Reserve Fund
except (A) for the distribution pro rata to the Holders of the Residual
Certificates or (B) to provide for the payment of Trust expenses or amounts
payable on the Certificates in the event of defaults or late payments on
the Mortgage Loans or lower than expected returns on funds held in the
Certificate Account or the Distribution Account, as provided under Section
860G(a)(7) of the Code;

                  (vi) the acceptance of any contribution to the Trust
except the following cash contributions: (A) a contribution received during
the three month period beginning on the Closing Date, (B) a contribution to
a Reserve Fund owned by a REMIC that is made pro rata by the Holders of the
Residual Certificates, (C) a contribution to facilitate a Terminating
Purchase that is made within the 90-day period beginning on the date on
which a plan of complete liquidation is adopted pursuant to Section
9.04(a)(A), or (D) any other contribution approved by the Trustee after
consultation with tax counsel; or

                  (vii) except in the case of a Mortgage Loan that is a
default, or as to which, in the reasonable judgment of any Servicer,
default is reasonably foreseeable, the Trustee shall not permit any
modification of any material term of a Mortgage Loan (including, but not
limited to, the interest rate, the principal balance, the amortization
schedule, the remaining term to maturity, or any other term affecting the
amount or timing of payments on the Mortgage Loan) unless the Trustee has
received an Opinion of Counsel (at the expense of the party seeking to
modify the Mortgage Loan) to the effect that such modification would not be
treated as giving rise to a new debt instrument for REMIC purposes; or

                  (viii) any other transaction or activity that is not
contemplated by the Trust Agreement.

                  Any party causing the Trust to engage in any of the
activities prohibited in this Section shall be liable for the payment of
any tax imposed on the Trust pursuant to Code section 860F(a)(1) or 860G(d)
as a result of the Trust engaging in such activities.

                                ARTICLE XI

                          MISCELLANEOUS PROVISIONS

                  Section 11.01 Amendment of Trust Agreement. The Trust
Agreement may be amended or supplemented from time to time by the Depositor
and the Trustee without the consent of any of the Certificateholders to (a)
cure any ambiguity, (b) correct or supplement any provisions herein which
may be inconsistent with any other provisions herein, (c) modify, eliminate
or add to any of its provisions to such extent as shall be necessary or
appropriate to maintain the qualification of the Trust (or any assets
thereof) either as a REMIC, as applicable under the Code at all times that
any Certificates are outstanding or (d) make any other provisions with
respect to matters or questions arising under the Trust Agreement or
matters arising with respect to the Trust which are not covered by the
Trust Agreement which shall not be inconsistent with the provisions of the
Trust Agreement, provided that such action shall not adversely affect in
any material respect the interests of any Certificateholder. Any such
amendment or supplement shall be deemed not to adversely affect in any
material respect any Certificateholder if there is delivered to the Trustee
written notification from each Rating Agency that rated the applicable
Certificates to the effect that such amendment or supplement will not cause
that Rating Agency to reduce the then current rating assigned to such
Certificates, as well as an Opinion of Counsel that such amendment or
supplement will not result in the loss by the Trust or the assets thereof
of REMIC status.

                  The Trust Agreement may also be amended from time to time
by the Depositor and the Trustee with the consent of the Holders of
Certificates entitled to at least 66% of the Voting Rights for the purpose
of adding any provisions to or changing in any manner or eliminating any of
the provisions of the Trust Agreement or of modifying in any manner the
rights of the Holders of Certificates; provided, however, that no such
amendment shall (A) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (B) adversely affect in any material respect the interests of
the Holders of any Class of Certificates, or (C) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to
any such amendment, unless each Holder of a Certificate affected by such
amendment consents. For purposes of the giving or withholding of consents
pursuant to this Section 11.01, Certificates registered in the name of the
Depositor or an Affiliate shall be entitled to Voting Rights with respect
to matters affecting such Certificates.

                  Prior to consenting to any amendment, the Trustee shall
be entitled to receive an Opinion of Counsel from the Depositor stating
that the proposed amendment is authorized and permitted pursuant to this
Trust Agreement.

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

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may
prescribe.

                  Section 11.02 Recordation of Agreement; Counterparts. To
the extent required by applicable law, the Trust Agreement is subject to
recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of
the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee and at its expense, but only if such recordation is
requested by the Depositor and accompanied by an Opinion of Counsel (which
shall not be an expense of the Depositor or the Trustee) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

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

                  Section 11.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate the Trust Agreement or the Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding
up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

                  No Certificateholder shall have any right to vote (except
as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust, or the obligations of the parties
hereto, nor shall anything herein set forth, or contained in the terms of
the Certificates, be construed so as to constitute the Certificateholders
from time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of
any action taken by the parties to the Trust Agreement pursuant to any
provision hereof.

                  No Certificateholder shall have any right by virtue of
any provision of the Trust Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to the Trust
Agreement or any Sale Agreement, Servicing Agreement, Custody Agreement or
Assignment Agreement, unless such Holder previously shall have given to the
Trustee a written notice of default and of the continuance thereof, as
hereinbefore provided, and unless also the Holders of Certificates entitled
to at least 25% of the Voting Rights shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee under the Trust Agreement and shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 15 days
after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding.
It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that
no one or more Holders of Certificates shall have any right in any manner
whatever by virtue of any provision of the Trust Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to
any other such Holder, or to enforce any right under the Trust Agreement,
except in the manner therein provided and for the equal, ratable and common
benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or
in equity.

                  Section 11.04 [Reserved].

                  Section 11.05 Notices. All demands and notices under the
Trust Agreement shall be in writing and shall be deemed to have been duly
given if personally delivered at or mailed by first class mail, postage
prepaid, or by express delivery service, to (a) in the case of the
Depositor, 85 Broad Street, New York, New York 10004, Attention: President
(telecopy number (212) 902-3000) or such other address or telecopy number
as may hereafter be furnished to each party to the Trust Agreement in
writing by the Depositor or (b) in the case of the Trustee, 450 West 33rd
Street, 14th Floor, New York, New York 10001, Attention: Institutional
Trust Services/Structured Finance Services, GSR Mortgage Loan Trust 2002-2
Telecopy: (212) 946-8191 or such other address or telecopy number as may
hereafter be furnished to each party to the Trust Agreement in writing by
the Trustee. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first-class mail, postage prepaid, or
by express delivery service, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in
the Trust Agreement shall be conclusively presumed to have been duly given,
whether or not the Certificateholder receives such notice. A copy of any
notice required to be telecopied hereunder also shall be mailed to the
appropriate party in the manner set forth above. A copy of any notice given
hereunder to any other party shall be delivered to the Trustee.

                  Section 11.06 Severability of Provision. If any one or
more of the covenants, agreements, provisions or terms of the Trust
Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of the Trust
Agreement and shall in no way affect the validity or enforceability of the
other provisions of the Trust Agreement or of the Certificates or the
rights of the Holders thereof.

                  Section 11.07 Sale of Mortgage Loans. It is the express
intent of the Depositor and the Trustee that the conveyance of the Mortgage
Loans by the Depositor to the Trustee pursuant to the Trust Agreement be
construed as a sale of the Mortgage Loans by the Depositor to the Trustee.
It is, further, not the intention of the Depositor and the Trustee that
such conveyance be deemed a pledge of the Mortgage Loans by the Depositor
to the Trustee to secure a debt or other obligation of the Depositor.
However, in the event that, notwithstanding the intent of the parties, the
Mortgage Loans are held to continue to be property of the Depositor then
(a) the Trust Agreement also shall be deemed to be a security agreement
within the meaning of Article 9 of the UCC; (b) the conveyance by the
Depositor provided for in the Trust Agreement shall be deemed to be a grant
by the Depositor to the Trustee of a security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary,
of the foregoing into cash, instruments, securities or other property,
including without limitation all amounts, other than investment earnings,
from time to time held or invested in any Collection Account or the
Certificate Account, whether in the form of cash, instruments, securities
or other property; (c) the possession by the Trustee or its agent of Notes
and such other items of property as constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by
the secured party" for purposes of perfecting the security interest
pursuant to Section 9-313 of the UCC; and (d) notifications to persons
holding such property, and acknowledgments, receipts or confirmations from
persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of
perfecting such security interest under applicable law. The Depositor and
the Trustee shall, to the extent consistent with the Trust Agreement, take
such actions as may be necessary to ensure that, if the Trust Agreement
were deemed to create a security interest in the Mortgage Loans, such
security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such
throughout the term of the Trust Agreement.

                  Section 11.08 Notice to Rating Agencies.The Trustee shall
use its best efforts promptly to provide notice to the Rating Agency with
respect to each of the following of which an Officer of the Trustee has
actual knowledge:

                  (i) any material change or amendment to the Trust
Agreement or any agreement assigned to the Trust;

                  (ii) the occurrence of any Event of Default under a
Servicing Agreement;

                  (iii) the resignation, termination or merger of the
Depositor, the Trustee or any Servicer or Custodian;

                  (iv) the purchase of Mortgage Loans pursuant to Section
2.03;

                  (v) the final payment to Certificateholders;

                  (vi) any change in the location of any Collection
Account, Reserve Fund or Certificate Account; and

                  (vii) any event that would result in the inability of any
Servicer to make Advances regarding delinquent Mortgage Loans.

                  (b) The Trustee shall promptly make available, through
its website at [http://www.jpmorgan.com/absmbs], if practicable, to each
Rating Agency copies of the following:

                  (i) each report to Certificateholders described in
Section 4.01; and

                  (ii) upon written request of any such Person, a hard copy
of each Annual Compliance Statement and other reports provided by the
Servicer under each Servicing Agreement.

                  (c) Any notice pursuant to this Section 11.08 shall be in
writing and shall be deemed to have been duly given if personally delivered
or mailed by first class mail, postage prepaid or by express delivery
service to each Rating Agency at the address specified in the Trust
Agreement.



                                                                  Exhibit A
                           FORM OF TRUST RECEIPT

                                                                     [Date]

GS Mortgage Securities Corp.
85 Broad Street
New York, New York  10004


                  Trust Agreement, dated as of April 1, 2002, among GS
                  Mortgage Securities Corp., as Depositor and JPMorgan
                  Chase Bank, as Trustee of GSR Mortgage Loan Trust 2002-2

Ladies and Gentlemen:

                  In accordance with Section 2.02 of the Standard Terms to
the above-referenced Trust Agreement and subject to the further
examination, the Trustee hereby certifies that, except as noted on the
Schedule of Exceptions attached hereto, it, or a Custodian on its behalf,
has received a Trustee Mortgage Loan File that (a) (i) all documents
required to be delivered to it pursuant to clause (a) through (f) of the
definition of Trustee Mortgage Loan File are in its possession; (ii) all
documents required to be delivered to it pursuant to clause (g) of the
definition of Trustee Mortgage Loan File are in its possession, provided
that the Custodian has no obligation to verify the receipt of any such
documents the existence of which was not made known to the Custodian by the
Trustee Mortgage Loan File, and provided further, that the Custodian has no
obligation to determine whether recordation of any such modification is
necessary; (iii) all documents required to be delivered to it pursuant to
clause (h) of the definition of Trustee Mortgage Loan File are in its
possession; and (iv) all powers of attorney required to be delivered to it
pursuant to Section 1(i) of the Custody Agreement are in its possession;
provided that the Trustee (or Custodian) has no obligation to verify the
receipt of any such documents, the existence of which was not made known to
the Trustee (or Custodian) by the Trustee Mortgage Loan File, and provided
further, that the Trustee (or Custodian) has no obligation to determine
whether recordation of any such power of attorney is necessary except the
Trustee (or Custodian) shall conclude that a power of attorney must be
recorded if the document to which it relates is recorded; (b) except for
the endorsement required pursuant to clause (a) of the definition of
Trustee Mortgage Loan File, the mortgage note, on the face or the reverse
side(s) thereof, does not contain evidence of any unsatisfied claims,
liens, security interests, encumbrances or restrictions on transfer; (c)
such documents have been reviewed by it and appear regular on their face
and related to such Mortgage Loans, except as set forth in the attached
exception report; provided, however, that the Custodian makes no
representation and has no responsibilities as to the authenticity of such
documents, their compliance with applicable law, or the collectability of
any of the Mortgage Loans relating thereto; and (d) each mortgage note has
been endorsed in blank and each assignment has been assigned as required
under clause (a) of the definition of Trustee Mortgage Loan File.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Trust
Agreement.

                  IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be executed by a duly authorized Officer this __ day of
__________, 20__.

                                           [TRUSTEE, as Trustee/CUSTODIAN]


                                           By:
                                              ------------------------------
                                           Its:
                                               -----------------------------




                                                                  Exhibit B

                        FORM OF FINAL CERTIFICATION

                                                                     [Date]

GS Mortgage Securities Corp.
85 Broad Street
New York, New York  10004

         Trust Agreement, dated as of April 1, 2002, among GS Mortgage
         Securities Corp., as Depositor and JPMorgan Chase Bank, as Trustee
         of GSR Mortgage Loan Trust 2002-2

Ladies and Gentlemen:

                  In accordance with Section 2.02 of the Standard Terms to
the above-referenced Trust Agreement, the undersigned, as Trustee, hereby
certifies that, except as noted on the Schedule of Exceptions attached
hereto, for each Mortgage Loan listed on the Mortgage Loan Schedule (other
than any Mortgage Loan paid in full or listed on the attachment hereto) it,
or a Custodian on its behalf, has received a complete Trustee Mortgage Loan
File (a) (i) all documents required to be delivered to it pursuant to
clause (a) through (f) of the definition of Trustee Mortgage Loan File are
in its possession, (ii) all documents required to be delivered to it
pursuant to clause (g) of the definition of Trustee Mortgage Loan File are
in its possession, provided that the Custodian has no obligation to verify
the receipt of any such documents the existence of which was not made known
to the Custodian by the Trustee Mortgage Loan File, and provided further,
that the Custodian has no obligation to determine whether recordation of
any such modification is necessary; (iii) all documents required to be
delivered to it pursuant to clause (h) of the definition of Trustee
Mortgage Loan File are in its possession; and (iv) all powers of attorney
required to be delivered to it pursuant to Section 1(i) of the Custody
Agreement are in its possession; provided that the Trustee (or Custodian)
has no obligation to verify the receipt of any such documents, the
existence of which was not made known to the Trustee (or Custodian) by the
Trustee Mortgage Loan File, and provided further, that the Trustee (or
Custodian) has no obligation to determine whether recordation of any such
power of attorney is necessary except the Trustee (or Custodian) shall
conclude that a power of attorney must be recorded if the document to which
it relates is recorded; (b) except for the endorsement required pursuant to
clause (a) of the definition of Trustee Mortgage Loan File, the mortgage
note, on the face or the reverse side(s) thereof, does not contain evidence
of any unsatisfied claims, liens, security interests, encumbrances or
restrictions on transfer; (c) such documents have been reviewed by it and
appear regular on their face and related to such Mortgage Loans, except as
set forth in the attached exception report; provided, however, Custodian
makes no representation and has no responsibilities as to the authenticity
of such documents, their compliance with applicable law, or the
collectability of any of the Mortgage Loans relating thereto; and (d) each
mortgage note has been endorsed in blank and each assignment has been
assigned as required under clause (a) of the definition of Trustee Mortgage
Loan File.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Trust
Agreement.


                  IN WITNESS WHEREOF, the Trustee has caused this
Certificate to be executed by a duly authorized Officer this __ day of
__________, 20__.

                                             [TRUSTEE, as Trustee/CUSTODIAN]


                                             By:
                                                -----------------------------
                                             Its:
                                                 ----------------------------




                                                                  Exhibit C


              FORM OF RULE 144A AGREEMENT -- QIB CERTIFICATION

                                                       ______________, 20__

JPMorgan Chase Bank,
  as Trustee
450 West 33rd Street
14th Floor
New York, New York 10001

GS Mortgage Securities Corp.
85 Broad Street
New York, New York  10004

Re:      GS Mortgage Securities Corp., Depositor
         GSR Mortgage Loan Trust 2001,
         Pass-Through Certificates Series 2002-2
         having an original principal amount of $
         ---------------------------------------------------

Ladies and Gentlemen:

                  In connection with our proposed purchase of the
Certificates referred to above (the "Certificates"), we confirm that:

                  (A) We have received a copy of the Offering Supplement
dated _________ __, 20__ (the "Offering Circular"), relating to the
Certificates and such other information and documents as we deem necessary
in order to make our investment decision. We acknowledge that we have read
and agree to the restrictions on duplication and circulation of the
Offering Circular and the matters stated in the section entitled "Notice to
Investors."

                  (B) We are a "qualified institutional buyer" (as that
term is defined in Rule 144A under the Securities Act). We area aware that
the sale of the Certificates to us is being made in reliance on Rule 144A
under the Securities Act. We are acquiring the Certificates for our own
account or for the account of a qualified institutional buyer.

                  (C) We understand that the offer and sale of the
Certificates has not been registered under the Securities Act and that the
Certificates may not be offered, sold, or otherwise transferred in the
absence of such registration or an applicable exemption therefrom. We
agree, on our own behalf and on behalf of any accounts for which we are
acting as hereinafter stated, that we will not offer, sell, pledge or
otherwise transfer any Certificate, or any interest therein, except (1) (A)
in accordance with Rule 144A under the Securities Act to a "qualified
institutional buyer" (as defined therein), or (B) pursuant to an effective
registration statement under the Securities Act, and (2) in accordance with
all applicable securities laws of the states of the United States or any
other applicable jurisdiction.

                  (D) We understand that, on any proposed resale of any
Certificates, we will be required to furnish to the Depositor and to the
Trustee such certificates, legal opinions and other information as the
Depositor, or the Trustee may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions. We further
understand that the Certificates purchased by us will bear a legend to the
foregoing effect.

                  (E) We acknowledge that neither the Depositor, Goldman,
Sachs & Co. (the "Initial Purchaser"), the Trustee, nor any person acting
on behalf of the Depositor, the Initial Purchaser, or the Trustee has made
any representations concerning the Trust or the offer and sale of the
Certificates, except as set forth in the Offering Circular.

                  (F) We acknowledge that the Depositor, the Initial
Purchaser, the Trustee and others will rely on the truth and accuracy of
the foregoing acknowledgments, representations and agreements, and agree
that if any of the foregoing acknowledgments, representations and
agreements are no longer accurate we shall promptly notify the Depositor,
the Initial Purchaser, and the Trustee.

                  The Transferee hereby agrees to indemnify and hold
harmless the Depositor, the Trustee and the Initial Purchaser from and
against any and all loss, damage or liability (including attorney's fees)
due to or arising out of a breach of any representation or warranty,
confirmation or statement contained in this letter.

                  The Depositor, the Trustee and the Initial Purchaser are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative
or legal proceedings or official inquiry with respect to the matters
covered hereby.

                  Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Trust Agreement,
dated as of April 1, 2002, which incorporates by reference the Standard
Terms thereto (April 2002 Edition) between GS Mortgage Securities Corp. and
the Trustee.


                                                     Sincerely,

                                                     [Name of Transferee]


                                                     By:
                                                          -------------------
                                                     Name:
                                                           ------------------
                                                     Title:
                                                           ------------------




                                                                  Exhibit D


                        FORM OF TRANSFEREE AGREEMENT

                                                             _______, 20___


JPMorgan Chase Bank,
  as Trustee
450 West 33rd Street
14th Floor
New York, New York 10001

GS Mortgage Securities Corp.
85 Broad Street
New York, New York  10004

Re:      GS Mortgage Securities Corp., Depositor
         GSR Mortgage Loan Trust 2002-2, Pass-Through Certificates Series
         2002-2 having an original principal amount of $_____________

Ladies and Gentlemen:

                  In connection with our proposed purchase of the
Certificates referred to above (the "Certificates"), we confirm that:

                  (A) We have received a copy of the Offering Supplement,
dated __________ ___, 20 (the "Offering Circular"), relating to the
Certificates and such other information and documents as we deem necessary
in order to make our investment decision. We acknowledge that we have read
and agree to the matters stated in the section entitled "Notice to
Investors," and the restrictions on duplication and circulation of the
Offering Circular.

                  (B) We understand that any subsequent transfer of the
Certificates is subject to certain restrictions and conditions set forth in
the Trust Agreement dated as of April 1, 2002, which incorporates by
reference the Standard Terms thereto (April 2002 Edition) among GS Mortgage
Securities Corp. and the Trustee (the "Trust Agreement") and we agree to be
bound by, and not to resell, pledge or otherwise transfer the Certificates
except in compliance with such restrictions and conditions and the
Securities Act of 1933, as amended (the "Securities Act") and our failure
to comply with the foregoing agreement shall render any purported transfer
to be null and void.

                  (C) We understand that the offer and sale of the
Certificates has not been registered under the Securities Act and that the
Certificates may not be offered, sold, or otherwise transferred in the
absence of such registration or an applicable exemption thereof. We agree,
on our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that we will not offer, sell, pledge or otherwise
transfer any Certificate or any interest therein, except (A) in accordance
with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (B) to an institutional "accredited investor"
(as defined below) that, prior to such transfer, furnishes to the Trustee a
signed letter contained certain representations and agreements relating to
the restrictions on transfer of the Certificates (the form of which letter
can be obtained from the Trustee), or (C) pursuant to an effective
registration statement under the Securities Act, and we further agree to
provide to any person purchasing any of the Certificates from us a notice
advising such person that resale of the Certificates are restricted as
stated herein.

                  (D) We understand that, on any proposed resale of any
Certificates, we will be required to furnish to the Depositor and to the
Trustee of such certificates, legal opinions and other information as the
Depositor or the Trustee may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions. We further
understand that the Certificates purchased by us will bear a legend to the
foregoing effect.

                  (E) We are an institutional "accredited investor" (as
defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act) and have knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of our
investment in the Certificates, and we and any accounts for which we are
acting are each able to bear the economic risks of our or their investment.

                  (F) We are acquiring the Certificates purchased by us for
our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

                  (G) We are acquiring at least the required minimum
principal amount of the Certificates for each account for which we are
purchasing such Certificates and will not offer, sell, pledge or otherwise
transfer any such Certificates or any interest therein at any time except
in the Required Minimum denomination.

                  (H) We have been furnished all information regarding the
Certificates that we have requested from the Depositor and the Trustee.

                  (I) We acknowledge that neither the Trust, the Depositor,
Goldman, Sachs & Co. (the "Initial Purchaser") nor the Trustee nor any
person acting on behalf of the Trust, the Depositor, the Initial Purchaser
or the Trustee has made any representations concerning the Trust or the
offer and sale of the Certificates, except as set forth in the Offering
Circular.

                  (J) We have such knowledge and experience in financial
and business matters that we are capable of evaluating the merits and risks
of purchasing the Certificates.

                  (K) If we are acquiring any of the Certificates as
fiduciary or agent for one or more accounts, we represent that we have sole
investment discretion with respect to each such amount and that we have
full power to make the forgoing acknowledgments, representations and
agreements with respect to each such account as set forth.

                  (L) We acknowledge that the Depositor, the Initial
Purchaser, the Trustee, and others will rely on the truth and accuracy of
the foregoing acknowledgments, representations and agreements, and agree
that if any of the foregoing acknowledgments, representations and
agreements are no longer accurate we shall promptly notify the Depositor,
the Initial Purchaser and the Trustee.

                  The Transferee hereby agrees to indemnify and hold
harmless the Trust, the Depositor, the Trustee, and the Initial Purchaser
from and against any and all loss, damage or liability (including
attorney's fees) due to or arising out of a breach of any representation or
warranty, confirmation or statement contained in this letter.

                  The Depositor, the Trustee, and the Initial Purchaser are
entitled to rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any administrative
or legal proceedings or official inquiry with respect to the matters
covered hereby.

                  Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Trust Agreement.

                                          Sincerely,

                                          [Name of Transferee]


                                          By:
                                               --------------------------
                                          Name:
                                                 -----------------------
                                          Title:
                                                   ---------------------




                                                                  Exhibit E

                       FORM OF BENEFIT PLAN AFFIDAVIT

Re:      GS Mortgage Securities Corp.,
           as Depositor
         GSR Mortgage Loan Trust
         2002-2 (the "Trust")


STATE OF                                   )
          ------------------------------   )
OUNTY OF                                   )
          -----------------------------    )


         Under penalties of perjury, I, the undersigned, declare that, to
the best of my knowledge and belief, the following representations are
true, correct, and complete.

         1. I am a duly authorized signatory of _______________, a
____________ (the "Transferee"), whose taxpayer identification number is
_______________, and on behalf of which I have the authority to make this
affidavit.

         2. The Transferee is acquiring the _________ and __________
Certificates (the "Certificates"), each representing an interest in the
Trust, for certain assets of which one or more real estate mortgage
investment conduit ("REMIC") elections are to be made under Section 860D of
the Internal Revenue Code of 1986, as amended (the "Code").

         3. The Transferee understands that the Certificates will bear the
following legend:

                           NOTWITHSTANDING THE ABOVE, THIS SECURITY MAY NOT
                  BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED
                  TO ANY PERSON THAT IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO
                  THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
                  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
                  ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
                  OF 1986, AS AMENDED (THE "CODE"), OR ANY PERSON ACTING ON
                  BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
                  TO ACQUIRE THIS SECURITY (A "PLAN INVESTOR") UNLESS THE
                  TRANSFEREE PROVIDES AN OPINION OF COUNSEL (A "BENEFIT
                  PLAN OPINION") TO THE EFFECT THAT THE PURCHASE OF THIS
                  SECURITY WILL NOT (A) CAUSE THE ASSETS OF THE TRUST TO BE
                  REGARDED AS "PLAN ASSETS" FOR PURPOSES OF APPLICABLE
                  REGULATIONS, (B) GIVE RISE TO A FIDUCIARY DUTY UNDER
                  ERISA ON THE PART OF ANY SELLERS, THE DEPOSITOR, ANY
                  SERVICER OR THE TRUSTEE OR (C) BE TREATED AS, OR RESULT
                  IN, A PROHIBITED TRANSACTION UNDER SECTIONS 406 OR 407 OF
                  ERISA OR SECTION 4975 OF THE CODE.

         4. The Transferee either:

                    (a) is not a plan ("Plan") described in or subject to
the Department of Labor regulations set forth in 29 C.F.R. ss. 2510.3-101
(the "Plan Asset Regulations"), a person acting on behalf of a Plan, or a
person using the assets of a Plan(1); or


--------
1 Investors, including insurance companies, should consult with their legal
advisors to determine whether the funds the investors intend to use to
purchase the Securities would constitute assets of a Plan under the Plan
Asset Regulations.


                    (b) has provided a "Benefit Plan Opinion," obtained at
the Transferee's expense, satisfactory to the Depositor the Servicer, and
the Trustee. A Benefit Plan Opinion is an opinion of counsel to the effect
that the proposed transfer will not (i) cause the assets of the Trust to be
regarded as Plan Assets, (ii) give rise to a fiduciary duty under the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), on
the part of the Depositor, the Servicer, or the Trustee, or (iii) be
treated as, or result in, a prohibited transaction under Section 406 or 407
of ERISA or Section 4975 of the Code.

                  Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Trust Agreement,
dated as of April 1, 2002, which incorporates by reference the Standard
Terms thereto (April 2002 Edition), among GS Mortgage Securities Corp. and
the Trustee.


                  IN WITNESS WHEREOF, the Transferee has caused this
instrument to be duly executed on its behalf, by its duly authorized
officer on this ____day of ________, 20 .

                                             [Name of Transferee]


                                             By:
                                               -----------------------------
                                               Name:
                                               Title:




         Personally appeared before me ________________, known or proved to
me to be the same person who executed the foregoing instrument and to be a
_________________________ of the Transferee, and acknowledged to me that he
executed the same as his or her free act and deed and as the free act and
deed of the Transferee.


Subscribed and sworn to before me this
______ day of ____________, 20__.


--------------------------------------
Notary Public


My commission expires:
                      -----------------





                                                                  Exhibit F

                   FORM OF RESIDUAL TRANSFEREE AGREEMENT


                             -----------------
                                   (DATE)


GS Mortgage Securities Corp.
85 Broad Street
New York, New York  10004

JPMorgan Chase Bank,
  as Trustee
450 West 33rd Street
14th Floor
New York, New York 10001

         Trust Agreement, dated as of April 1, 2002, among GS Mortgage
         Securities Corp., as Depositor and JPMorgan Chase Bank, as Trustee
         of GSR Mortgage Loan Trust 2002-2

Ladies and Gentlemen:

                  In connection with the purchase on the date hereof of the
captioned securities (the "Residual Certificates"), to be issued pursuant
to the Trust Agreement, dated as of April 1, 2002, among GS Mortgage
Securities Corp., as trustee (the "Trustee") which incorporates by
reference the Standard Terms to Trust Agreement, April 2002 Edition (the
"Standard Terms to Trust Agreement") (collectively, the "Trust Agreement"),
the undersigned hereby certifies and covenants to the transferor, the
Depositor, the Trustee and the Trust as follows:

                  1. We certify that on the date hereof we have
simultaneously herewith delivered to you an affidavit certifying, among
other things, that (A) we are not a Disqualified Organization and (B) we
are not purchasing such Residual Certificates on behalf of a Disqualified
Organization. We understand that any breach by us of this certification may
cause us to be liable for a tax imposed upon transfers to Disqualified
Organizations.

                  2. We acknowledge that we will be the beneficial owner of
the Residual Certificates and that the Residual Certificates will be
registered in our name and not in the name of a nominee.

                  3. We certify that no purpose of our purchase of the
Residual Certificates is to avoid or impede the assessment or collection of
tax.

                  4. We represent that:

                  (a) We understand that the Residual Certificates
represent for federal income tax purposes a "residual interest" in a real
estate mortgage investment conduit.

                  (b) We understand that as the holder of the Residual
Certificates we will be required to take into account, in determining our
taxable income, our pro rata percentage interest of the taxable income of
REMIC I, REMIC II and REMIC III in accordance with all applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code").

                  5. We understand that if, notwithstanding the transfer
restrictions, any of the Residual Certificates is in fact transferred to a
Disqualified Organization, a tax may be imposed on the transferor of such
Residual Certificate. We agree that any breach by us of these
representations shall render such transfer of such Residual Certificate by
us absolutely null and void and shall cause no rights in the Residual
Certificate to vest in the transferee.

                  6. The sale to us and our purchase of the Residual
Certificates constitutes a sale for tax and all other purposes and each
party thereto has received due and adequate consideration. In our view, the
transaction represents fair value, representing the results of arms length
negotiations and taking into account our analysis of the tax and other
consequences of investment in the Residual Certificates.

                  7. Unless this provision is explicitly waived by the
transferor to us of the Residual Certificates, we expect that the purchase
of the Residual Certificates, together with the receipt of the price, if
any, therefor will be economically neutral or profitable to us overall,
after all related expenses (including taxes) have been paid and based on
conservative assumptions with respect to discount rates, prepayments and
other factors necessary to evaluate profitability.

                  8. We are a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under
the laws of the United States or any political subdivision thereof, or an
estate or trust that is subject to U.S. federal income taxation regardless
of the source of its income. We are duly organized and validly existing
under the laws of the jurisdiction of our organization. We are neither
bankrupt nor insolvent nor do we have reason to believe that we will become
bankrupt or insolvent. We have conducted and are conducting our business so
as to comply in all material respects with all applicable statutes and
regulations. The person executing and delivering this letter on our behalf
is duly authorized to do so, the execution and delivery by us of this
letter and the consummation of the transaction on the terms set forth
herein are within our corporate power, and upon such execution and
delivery, this letter will constitute our legal, valid and binding
obligation, enforceable against us in accordance with its terms, subject,
as to the enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other laws affecting the right
of creditors generally and to general principles of equity and the
discretion of the court (regardless of whether enforcement of such remedies
is considered in a proceeding in equity or at law).

                  9. Neither the execution and delivery by us of this
letter, nor the compliance by us with the provisions hereof, nor the
consummation by us of the transactions as set forth herein, will (A)
conflict with or result in a breach of, or constitute a default or result
in the acceleration of any obligation under, our certificate of
incorporation or by-laws or, after giving effect to the consents or the
taking of the actions contemplated by clause (B) of this subparagraph, any
of the provisions of any law, governmental rule, regulation, judgment,
decree or order binding on us or our properties, or any of the provisions
of any indenture or mortgage or any other contract or instrument to which
we are a party or by which we or any of our properties is bound, or (B)
require the consent of or notice to or any filing with, any person, entity
or governmental body, which has not been obtained or made by us.

                  10. We anticipate being a profit-making entity on an
ongoing basis.

                  11. We have filed all required federal and state income
tax returns and have paid all federal and state income taxes due; we intend
to file and pay all such returns and taxes in the future. We acknowledge
that as the holder of the Residual Certificates, to the extent the Residual
Certificates would be treated as a non economic residual interest within
the meaning of U.S. Treasury Regulation Section 1.860E-1(c)(2), we may
incur tax liabilities in excess of cash flows generated by the Residual
Certificates and that we intend to pay taxes associated with holding the
Residual Certificates as they become due.

                  12. We agree that in the event that at some future time
we wish to transfer any interest in the Residual Certificates, we will
transfer such interest in the Residual Certificates only to a transferee
that:

                  (a) is not a Disqualified Organization and is not
purchasing such interest in the Residual Certificates on behalf of a
Disqualified Organization, and

                  (b) has delivered to the Trustee a transferee agreement
in the form of Exhibit D to the Standard Terms to Trust Agreement and an
affidavit in the form of Exhibit G-1 or Exhibit G-2, as applicable, to the
Standard Terms to Trust Agreement and, if requested by the Trustee, an
opinion of counsel, in form acceptable to the Trustee, that the proposed
transfer will not cause the Residual Certificates to be held by a
Disqualified Organization.

                  13. We are knowledgeable and experienced in financial,
business and tax matters generally and in particular, the investment risks
and tax consequences of REMIC residuals that provide little or no cash
flow, and are capable of evaluating the merits and risks of an investment
in the Residual Certificates; we are able to bear the economic risks of an
investment in the Residual Certificates.

                  14. In addition, we acknowledge that the Trustee will not
register the transfer of a Residual Certificate to a transferee that is a
non-U.S. Person required to deliver a transferee's letter in the form
attached as Exhibit G-1 to the Standard Terms to Trust Agreement unless we
have furnished to the Servicer on behalf of the Trustee, (i) calculations
prepared at our expense by a person acceptable to the Servicer
demonstrating that the expected future distributions on the Residual
Certificate will equal at least 30% of the anticipated excess inclusion, as
provided in U.S. Treasury Regulation Section 1.860G-3(a) (or any successor
provisions, to the extent applicable to the Residual Certificate) and (ii)
a statement certifying that we reasonably expect that the transferee will
receive an amount of distributions from the Pooling REMIC or Issuing REMIC,
as applicable, at least equal to 30% of each anticipated excess inclusion
and that such amounts will be distributed at or after the time at which the
excess inclusion accrues and not later than the year following the year in
which such excess inclusion accrues. The calculations prepared pursuant to
clause (i) shall demonstrate that the expected distributions will equal at
least 30% of the anticipated excess inclusion and that such amounts will be
distributed at or after the time such excess inclusion accrues and not
later than the year following the year in which such excess inclusion
accrues.

                  15. "U.S. Person" shall mean a citizen or resident of the
United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust that is subject to U.S. federal
income tax regardless of the source of its income.

                  16. We hereby designate the Trustee as our fiduciary to
perform the duties of the tax matters person for REMIC I, REMIC II and
REMIC III.

                               (signature page follows)



                  IN WITNESS WHEREOF, the undersigned has caused this
Agreement be validly executed by its duly authorized representative as of
the day and year first above written.

                                             -----------------------------
                                             [Name of Transferee]


                                             By:
                                                --------------------------

                                             Its:
                                                --------------------------

                                             Taxpayer ID #
                                                          ----------------



Personally appeared before me ________________, known or proved to me to be
the same person who executed the foregoing instrument and to be a
_________________________ of the Transferee, and acknowledged to me that he
executed the same as his or her free act and deed and as the free act and
deed of the Transferee.


Subscribed and sworn to before me this
______ day of ________________, 20__.


-------------------------------------
Notary Public


My commission expires:
                       --------------






                                                                Exhibit G-1

                     FORM OF NON-U.S. PERSON AFFIDAVIT
                     AND AFFIDAVIT PURSUANT TO SECTIONS
                        860D(a)(6)(A) and 860E(e)(4)
              OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


Re:      GS Mortgage Securities Corp., Depositor
         GSR Mortgage Loan Trust
         2002-2  (the "Trust")


STATE OF ____________________)
                             )   ss.:
CITY OF ____________________ )



                  Under penalties of perjury, I, the undersigned, declare
that to the best of my knowledge and belief, the following representations
are true, correct and complete:

                  1. I am a duly authorized officer of ___________________
(the "Transferee"), and on behalf of which I have the authority to make
this affidavit.

                  2. The Transferee is acquiring all or a portion of the
securities (the "Residual Certificates"), which represent a residual
interest in one or more real estate mortgage investment conduits (each, a
"REMIC") for which elections are to be made under Section 860D of the
Internal Revenue Code of 1986, as amended (the "Code").

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

                  4. The Transferee agrees that it will not hold the
Residual Certificates in connection with a trade or business in the United
States, and the Transferee understands that it will be subject to United
States federal income tax under sections 871 and 881 of the Code in
accordance with section 860G of the Code and any Treasury regulations
issued thereunder on "excess inclusions" that accrue with respect to the
Residual Certificates during the period the Transferee holds the Residual
Certificates.

                  5. The Transferee understands that the federal income tax
on excess inclusions with respect to the Residual Certificates may be
withheld in accordance with section 860G(b) of the Code from distributions
that otherwise would be made to the Transferee on the Residual Certificates
and, to the extent that such tax has not been imposed previously, that such
tax may be imposed at the time of disposition of any such Residual
Certificate pursuant to section 860G(b) of the Code.

                  6. The Transferee agrees (i) to file a timely United
States federal income tax return for the year in which disposition of a
Residual Certificate it holds occurs (or earlier if required by law) and
will pay any United States federal income tax due at that time and (ii) if
any tax is due at that time, to provide satisfactory written evidence of
payment of such tax to the Trustee or its designated paying agent or other
person who is liable to withhold federal income tax from a distribution on
the Residual Certificates under sections 1441 and 1442 of the Code and the
regulations thereunder (the "Withholding Agent").

                  7. The Transferee understands that until it provides
written evidence of the payment of tax due upon the disposition of a
Residual Certificate to the Withholding Agent pursuant to paragraph 6
above, the Withholding Agent may (i) withhold an amount equal to such tax
from future distributions made with respect to the Residual Certificate to
subsequent transferees (after giving effect to the withholding of taxes
imposed on such subsequent transferees), and (ii) pay the withheld amount
to the Internal Revenue Service.

                  8. The Transferee understands that (i) the Withholding
Agent may withhold other amounts required to be withheld pursuant to United
States federal income tax law, if any, from distributions that otherwise
would be made to such transferee on each Residual Certificate it holds and
(ii) the Withholding Agent may pay to the Internal Revenue Service amounts
withheld on behalf of any and all former holders of each Residual
Certificate held by the Transferee.

                  9. The Transferee understands that if it transfers a
Residual Certificate (or any interest therein) to a United States Person
(including a foreign person who is subject to net United States federal
income taxation with respect to such Residual Certificate), the Withholding
Agent may disregard the transfer for federal income tax purposes if the
transfer would have the effect of allowing the Transferee to avoid tax on
accrued excess inclusions and may continue to withhold tax from future
distributions as though the Residual Certificate were still held by the
Transferee.

                  10. The Transferee understands that a transfer of a
Residual Certificate (or any interest therein) to a Non-U.S. Person (i.e.,
a foreign person who is not subject to net United States federal income tax
with respect to such Residual Certificate) will not be recognized unless
the Withholding Agent has received from the transferee an affidavit in
substantially the same form as this affidavit containing these same
agreements and representations.

                  11. The Transferee understands that distributions on a
Residual Certificate may be delayed, without interest, pending
determination of amounts to be withheld.

                  12. The Transferee is not a "Disqualified Organization"
(as defined below), and the Transferee is not acquiring a Residual
Certificate for the account of, or as agent or nominee of, or with a view
to the transfer of direct or indirect record or beneficial ownership to, a
Disqualified Organization. For the purposes hereof, a Disqualified
Organization is any of the following: (i) the United States, any State or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing;
(ii) any organization (other than a farmer's cooperative as defined in
Section 521 of the Code) that is exempt from federal income taxation
(including taxation under the unrelated business taxable income provisions
of the Code); (iii) any rural telephone or electrical service cooperative
described in Section 1381(a)(2)(C) of the Code; or (iv) any other entity so
designated by Treasury rulings or regulations promulgated or otherwise in
effect as of the date hereof. In addition, a corporation will not be
treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax
and, with the exception of the Federal Home Loan Mortgage Corporation, a
majority of its board of directors is not selected by such governmental
unit.

                  13. The Transferee agrees to consent to any amendment of
the Trust Agreement that shall be deemed necessary by the Depositor (upon
the advice of counsel to the Depositor) to constitute a reasonable
arrangement to ensure that no interest in a Residual Certificate will be
owned directly or indirectly by a Disqualified Organization.

                  14. The Transferee acknowledges that Section 860E(e) of
the Code would impose a substantial tax on the transferor or, in certain
circumstances, on an agent for the Transferee, with respect to any transfer
of any interest in any Residual Certificate to a Disqualified Organization.

                  Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Trust Agreement, dated as
of April 1, 2002, which incorporates by reference the Standard Terms
thereto, among GS Mortgage Securities Corp. and the Trustee.

                  IN WITNESS WHEREOF, the Transferee has caused this
instrument to be duly executed on its behalf, by its duly authorized
officer as of the _______ day of _____________, 20__.


                                               ------------------------------
                                               [Name of Transferee]

                                               By:
                                                  --------------------------

                                               Its:
                                                   -------------------------


                  Personally appeared before me
___________________________, known or proved to me to be the same person
who executed the foregoing instrument and to be a ______________________ of
the Transferee, and acknowledged to me that he or she executed the same as
his or her free act and deed and as the free act and deed of the
Transferee.

                  Subscribed and sworn before me this ______ day of
__________, 20__.


                               -----------------------------------
                               Notary Public


     My commission expires the _____ day of ________________, 20__.




                                                                Exhibit G-2

                       FORM OF U.S. PERSON AFFIDAVIT
                     AND AFFIDAVIT PURSUANT TO SECTIONS
                        860D(a)(6)(A) and 860E(e)(4)
              OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


Re:      GS Mortgage Securities Corp., Depositor
         GSR Mortgage Loan Trust
         2002-2 (the "Trust")


STATE OF __________________   )
                              )      ss.:
CITY OF ___________________   )


                  Under penalties of perjury, I, the undersigned declare
that, to the best of my knowledge and belief, the following representations
are true, correct and complete:

                  1. I am a duly authorized officer of
______________________ (the "Transferee"), on behalf of which I have the
authority to make this affidavit.

                  2. The Transferee is acquiring all or a portion of the
securities (the "Residual Certificates"), which represent a residual
interest in one or more real estate mortgage investment conduits (each, a
"REMIC") for which elections are to be made under Section 860D of the
Internal Revenue Code of 1986, as amended (the "Code").

                  3. The Transferee either is (i) a citizen or resident of
the United States, (ii) a domestic partnership or corporation, (iii) an
estate that is subject to United States federal income tax regardless of
the source of its income, (iv) a trust if a court within the United States
is able to exercise primary supervision over the administration of such
trust and one or more United States Persons have the authority to control
all substantial decisions of the trust, or (v) a foreign person who would
be subject to United States income taxation on a net basis on income
derived from the Residual Certificates (a "U.S. Person").

                  4. The Transferee is a not a "Disqualified Organization"
(as defined below), and the Transferee is not acquiring a Residual
Certificate for the account of, or as agent or nominee of, or with a view
to the transfer of direct or indirect record or beneficial ownership to, a
Disqualified Organization. For the purposes hereof, a Disqualified
Organization is any of the following: (i) the United States, any state or
political subdivision thereof, any foreign government, any international
organization, or any agency or instrumentality of any of the foregoing;
(ii) any organization (other than a farmer's cooperative as defined in
Section 521 of the Code) that is exempt from federal income taxation
(including taxation under the unrelated business taxable income provisions
of the Code); (iii) any rural telephone or electrical service cooperative
described in ss. 1381(a)(2)(C) of the Code; or (iv) any other entity so
designated by Treasury rulings or regulations promulgated or otherwise in
effect as of the date hereof. In addition, a corporation will not be
treated as an instrumentality of the United States or of any state or
political subdivision thereof if all of its activities are subject to tax
and, with the exception of the Federal Home Loan Mortgage Corporation, a
majority of its board of directors is not selected by such governmental
unit.

                  5. The Transferee agrees to consent to any amendment of
the Trust Agreement that shall be deemed necessary by the Depositor (upon
the advice of counsel to the Depositor) to constitute a reasonable
arrangement to ensure that no interest in a Residual Certificate will be
owned directly or indirectly by a Disqualified Organization.

                  6. The Transferee acknowledges that Section 860E(e) of
the Code would impose a substantial tax on the transferor or, in certain
circumstances, on an agent for the Transferee, with respect to any transfer
of any interest in any Residual Certificate to a Disqualified Organization.

                  Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Trust Agreement, dated as
of April 1, 2002, which incorporates by reference the Standard Terms
thereto, among GS Mortgage Securities Corp. and the Trustee.

                  IN WITNESS WHEREOF, the Transferee has caused this
instrument to be duly executed on its behalf, by its duly authorized
officer this ____ day of ______, 20__.


                            --------------------------------
                            [Name of Transferee]

                            By:
                               -----------------------------

                            Its:
                                ----------------------------


                  Personally appeared before me ___________________, known
or proved to me to be the same person who executed the foregoing instrument
and to be a _______________ of the Transferee, and acknowledged to me that
he or she executed the same as his or her free act and deed and as the free
act and deed of the Transferee.

                  Subscribed and sworn before me this ____ day of ________,
20__.

                               ----------------------------
                               Notary Public


          My commission expires the ____ day of ____________________, 20__.