EXHIBIT 4.4

                          GS MORTGAGE SECURITIES CORP.,

                                   Depositor,

                             [____________________],

                                    Servicer,

                             [____________________],

                              a Responsible Party,

                                       and

                             [____________________],

                                     Trustee

   --------------------------------------------------------------------------

                         POOLING AND SERVICING AGREEMENT

                           Dated as of [_____], 200[_]

   --------------------------------------------------------------------------

                            GSAMP TRUST 200[_]-[___]

                       MORTGAGE PASS-THROUGH CERTIFICATES,
                               SERIES 200[_]-[___]

<PAGE>

                                     TABLE OF CONTENTS

                                                                            Page

                                         ARTICLE I

                                        DEFINITIONS

Section 1.01   Definitions...................................................6

                                         ARTICLE II

                               CONVEYANCE OF MORTGAGE LOANS;
                               REPRESENTATIONS AND WARRANTIES

Section 2.01   Conveyance of Mortgage Loans.................................42
Section 2.02   Acceptance by the Trustee of the Mortgage Loans..............45
Section 2.03   Representations, Warranties and Covenants of the Servicer and
               [_______]....................................................46
Section 2.04   Non-Qualified Mortgages......................................48
Section 2.05   Execution and Delivery of Certificates.......................48
Section 2.06   REMIC Matters................................................48
Section 2.07   Representations and Warranties of the Depositor..............49

                                        ARTICLE III

                                ADMINISTRATION AND SERVICING
                                     OF MORTGAGE LOANS

Section 3.01   Servicer to Service Mortgage Loans...........................51
Section 3.02   Subservicing Agreements between the Servicer and
               Subservicers.................................................53
Section 3.03   Successor Subservicers.......................................53
Section 3.04   Liability of the Servicer....................................54
Section 3.05   No Contractual Relationship between Subservicers and the
               Trustee......................................................54
Section 3.06   Assumption or Termination of Subservicing Agreements by
               Trustee......................................................54
Section 3.07   Collection of Certain Mortgage Loan Payments.................55
Section 3.08   Subservicing Accounts........................................56
Section 3.09   Collection of Taxes, Assessments and Similar Items; Escrow
               Accounts.....................................................56
Section 3.10   Collection Accounts..........................................57
Section 3.11   Withdrawals from the Collection Accounts.....................59
Section 3.12   Investment of Funds in the Collection Accounts and the
               Distribution Account.........................................60
Section 3.13   Maintenance of Hazard Insurance, Errors and Omissions and
               Fidelity Coverage............................................62
Section 3.14   Enforcement of Due-on-Sale Clauses; Assumption Agreements....63
Section 3.15   Realization upon Defaulted Mortgage Loans....................64
Section 3.16   Release of Mortgage Files....................................66
Section 3.17   Title, Conservation and Disposition of REO Property..........67
Section 3.18   Notification of Adjustments..................................69
Section 3.19   Access to Certain Documentation and Information Regarding
               the Mortgage Loans...........................................69
Section 3.20   Documents, Records and Funds in Possession of the Servicer
               to Be Held for the Trustee...................................70
Section 3.21   Servicing Compensation.......................................70
Section 3.22   Annual Statement as to Compliance............................71
Section 3.23   Annual Independent Public Accountants' Servicing Statement;
               Financial Statements.........................................71
Section 3.24   Trustee to Act as Servicer...................................71
Section 3.25   Compensating Interest........................................72
Section 3.26   Credit Reporting; Gramm-Leach-Bliley Act.....................72
Section 3.27   Excess Reserve Fund Account; Distribution Account............72
Section 3.28   Optional Purchase of Delinquent Mortgage Loans...............74

                                         ARTICLE IV

                                     DISTRIBUTIONS AND
                                  ADVANCES BY THE SERVICER

Section 4.01   Advances.....................................................74
Section 4.02   Priorities of Distribution...................................75
Section 4.03   Monthly Statements to Certificateholders.....................81
Section 4.04   Certain Matters Relating to the Determination of LIBOR.......85
Section 4.05   Allocation of Applied Realized Loss Amounts..................85
Section 4.06   Certain Matters Regarding the Class A-1 Certificate Insurer..86
Section 4.07   Claims Upon the Class A-1 Certificate Insurance Policy;
               Policy Payments Account......................................86
Section 4.08   Effect of Payments by Class A-1 Certificate Insurer;
               Subrogation..................................................88
Section 4.09   Notices to Class A-1 Certificate Insurer.....................88
Section 4.10   Trustee To Hold Class A-1 Certificate Insurance Policy.......88

                                         ARTICLE V

                                      THE CERTIFICATES

Section 5.01   The Certificates.............................................89
Section 5.02   Certificate Register; Registration of Transfer and Exchange
               of Certificates..............................................89
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates............95
Section 5.04   Persons Deemed Owners........................................95
Section 5.05   Access to List of Certificateholders' Names and Addresses....95
Section 5.06   Maintenance of Office or Agency..............................95
Section 5.07   Rights of the Class A-1 Certificate Insurer to Exercise
               Rights of Class A-1 Certificateholders.......................96
Section 5.08   Class A-1 Certificate Insurer Default........................96

                                         ARTICLE VI

                               THE DEPOSITOR AND THE SERVICER

Section 6.01   Respective Liabilities of the Depositor and the Servicer.....96
Section 6.02   Merger or Consolidation of the Depositor or the Servicer.....97
Section 6.03   Limitation on Liability of the Depositor, the Servicer and
               Others.......................................................97
Section 6.04   Limitation on Resignation of a Servicer......................98
Section 6.05   Additional Indemnification by the Servicer; Third Party
               Claims.......................................................98

                                        ARTICLE VII

                                          DEFAULT

Section 7.01   Events of Default...........................................098
Section 7.02   Trustee to Act; Appointment of Successor....................101
Section 7.03   Notification to Certificateholders..........................102

                                        ARTICLE VIII

                                   CONCERNING THE TRUSTEE

Section 8.01   Duties of the Trustee.......................................103
Section 8.02   Certain Matters Affecting the Trustee.......................104
Section 8.03   Trustee Not Liable for Certificates or Mortgage Loans.......105
Section 8.04   Trustee May Own Certificates................................105
Section 8.05   Trustee's Fees and Expenses.................................105
Section 8.06   Eligibility Requirements for the Trustee....................106
Section 8.07   Resignation and Removal of the Trustee......................106
Section 8.08   Successor Trustee...........................................107
Section 8.09   Merger or Consolidation of the Trustee......................108
Section 8.10   Appointment of Co-Trustee or Separate Trustee...............108
Section 8.11   Tax Matters.................................................109
Section 8.12   Periodic Filings............................................112
Section 8.13   Tax Classification of the Excess Reserve Fund Account and
               the Cap Agreement...........................................114

                                         ARTICLE IX

                                        TERMINATION

Section 9.01   Termination upon Liquidation or Purchase of the Mortgage
               Loans.......................................................114
Section 9.02   Final Distribution on the Certificates......................115
Section 9.03   Additional Termination Requirements.........................116

                                         ARTICLE X

                                  MISCELLANEOUS PROVISIONS

Section 10.01  Amendment...................................................117
Section 10.02  Recordation of Agreement; Counterparts......................119
Section 10.03  Governing Law...............................................119
Section 10.04  Intention of Parties........................................119
Section 10.05  Notices.....................................................120
Section 10.06  Severability of Provisions..................................120
Section 10.07  Assignment; Sales; Advance Facilities.......................121
Section 10.08  Limitation on Rights of Certificateholders..................122
Section 10.09  Inspection and Audit Rights.................................123
Section 10.10  Certificates Nonassessable and Fully Paid...................124
Section 10.11  Third Party Beneficiary.....................................124
Section 10.12  Waiver of Jury Trial........................................124
Section 10.13  Limitation of Damages.......................................124

SCHEDULES

Schedule I      Mortgage Loan Schedule

Schedule II     Representations and Warranties of [_______], as Servicer

Schedule III    Representations and Warranties of [_______] as to the Mortgage
                Loans

EXHIBITS

Exhibit A-1     Form of Class A, Class M and Class B Certificates
Exhibit B       Form of Class P Certificate
Exhibit C       Form of Class R Certificate
Exhibit D       Form of Class X Certificate
Exhibit E       Form of Initial Certification of Trustee
Exhibit F       Form of Document Certification and Exception Report of Trustee
Exhibit G       Form of Residual Transfer Affidavit
Exhibit H       Form of Transferor Certificate
Exhibit I       Form of Rule 144A Letter
Exhibit J       Form of Request for Release
Exhibit K       Form of Contents for Each Mortgage File
Exhibit L       Servicer Reporting Requirements
Exhibit M       Form of Certification to be provided with Form 10-K
Exhibit N       Form of Trustee Certification to be provided to Depositor
Exhibit O       Form of Servicer Certification to be provided to Depositor

<PAGE>

            THIS POOLING AND SERVICING AGREEMENT, dated as of [_____], 200[_],
is among GS MORTGAGE SECURITIES CORP., a Delaware corporation (the "Depositor"),
[_____________], a [_____________] ("[_____________]"), [_____________], a
[_____________] ("[_____________]"), and [_____________], a [_____________], as
trustee (the "Trustee").

                              W I T N E S S E T H:
                              - - - - - - - - - -

            In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

                              PRELIMINARY STATEMENT

            The Trustee shall elect that two segregated asset pools within the
Trust Fund be treated for federal income tax purposes as comprising two REMICs
(each, a "Trust REMIC" or, in the alternative, the Lower-Tier REMIC and the
Upper-Tier REMIC, respectively). As further described herein, the Class X
Interest and each Class of Principal Certificates (other than the right of each
Class of Principal Certificates to receive Basis Risk Carry Forward Amounts)
represents ownership of a regular interest in a REMIC for purposes of the REMIC
Provisions. The Class R Certificates represent ownership of the sole class of
residual interest in each of the Lower-Tier REMIC and the Upper-Tier REMIC for
purposes of the REMIC Provisions. The Start-up Day for each REMIC described
herein is the Closing Date. The latest possible maturity date for each
Certificate is the latest date referenced in Section 2.06. The Upper-Tier REMIC
shall hold as assets the several classes of uncertificated Lower-Tier Regular
Interests, set out below. The Lower-Tier REMIC shall hold as assets the assets
described in the definition of "Trust Fund" herein (other than the Prepayment
Premiums and the Excess Reserve Fund Account). Each such Lower-Tier Regular
Interest is hereby designated as a regular interest in the Lower-Tier REMIC. The
Class LT-A-1, Class LT-A-2, Class LT-M-1, Class LT-M-2, Class LT-M-3, Class
LT-B-1, Class LT-B-2, Class LT-B-3 and Class LT-B-4 Interests are hereby
designated the LT Accretion Directed Classes (the "LT Accretion Directed
Classes").

            The Class X Certificates represent beneficial ownership of the Class
X Interest, the Excess Reserve Fund Account and the Cap Agreements, the Class P
Certificates represent beneficial ownership of the Prepayment Premiums, and each
Principal Certificate represents a beneficial ownership of a regular interest in
a Trust REMIC and the right to receive Basis Risk Carry Forward Amounts, which
portions of the Trust Fund shall be treated as a grantor trust.

<PAGE>

                                Lower-Tier REMIC

<TABLE>
<CAPTION>
        Lower-Tier           Lower-Tier Interest                                                   Corresponding
     Class Designation               Rate             Initial Lower-Tier Principal Amount      Upper-Tier REMIC Class
-------------------------  ----------------------  ----------------------------------------  -------------------------
<S>                                  <C>           <C>                                                    <C>
Class LT-A-1                         (1)           1/2 initial Class Certificate Balance of               A-1
                                                   Corresponding Upper-Tier REMIC Regular
                                                   Interest
Class LT-A-2                         (1)           1/2 initial Class Certificate Balance of               A-2
                                                   Corresponding Upper-Tier REMIC Regular
                                                   Interest
Class LT-M-1                         (1)           1/2 initial Class Certificate Balance of               M-1
                                                   Corresponding Upper-Tier REMIC Regular
                                                   Interest
Class LT-M-2                         (1)           1/2 initial Class Certificate Balance of               M-2
                                                   Corresponding Upper-Tier REMIC Regular
                                                   Interest
Class LT-M-3                         (1)           1/2 initial Class Certificate Balance of               M-3
                                                   Corresponding Upper-Tier REMIC Regular
                                                   Interest
Class LT-B-1                         (1)           1/2 initial Class Certificate Balance of               B-1
                                                   Corresponding Upper-Tier REMIC Regular
                                                   Interest
Class LT-B-2                         (1)           1/2 initial Class Certificate Balance of               B-2
                                                   Corresponding Upper-Tier REMIC Regular
                                                   Interest
Class LT-B-3                         (1)           1/2 initial Class Certificate Balance of               B-3
                                                   Corresponding Upper-Tier REMIC Regular
                                                   Interest
Class LT-B-4                         (1)           1/2 initial Class Certificate Balance of               B-4
                                                   Corresponding Upper-Tier REMIC Regular
                                                   Interest
Class LT-Accrual                     (1)           1/2 Pool Stated Principal Balance plus 1/2
                                                   Overcollateralized Amount, less aggregate
                                                   initial Lower-Tier Principal Amount of
                                                   Class LT-Group I and Class LT-Group II
Class LT-Group I                     (2)           .001% of the aggregate Stated Principal
                                                   Balance of the Group I Mortgage Loans (4)
Class LT-Group II                    (3)           .001% of the aggregate Stated Principal
                                                   Balance of the Group II Mortgage Loans (4)
Class LT-R                           (5)           (5)
</TABLE>

______________________

(1)   The interest rate with respect to any Distribution Date for these
      interests is a per annum variable rate equal to the WAC Cap (without
      reduction for the Premium Rate).

                                       2
<PAGE>

(2)   The interest rate with respect to any Distribution Date for the Class
      LT-Group I Interest is a per annum variable rate (expressed as a
      percentage rounded to eight decimal places) equal to the Loan Group I Cap.

(3)   The interest rate with respect to any Distribution Date for the Class
      LT-Group II Interest is a per annum variable rate (expressed as a
      percentage rounded to eight decimal places) equal to the Loan Group II
      Cap.

(4)   For all future Distribution Dates, the principal balances of these
      Lower-Tier Regular Interests shall be rounded to eight decimal places.

(5)   The Class LT-R Interest is the sole Class of residual interest in the
      Lower-Tier REMIC and it does not have a principal amount or an interest
      rate.

            The Lower-Tier REMIC shall hold as assets all of the assets included
in the Trust Fund other than Prepayment Premiums, the Excess Reserve Fund
Account, and the Lower-Tier Regular Interests.

            On each Distribution Date, 50% of the increase in the
Overcollateralized Amount will be payable as a reduction of the Lower-Tier
Principal Amount of the LT-Accretion Directed Classes (each such Class will be
reduced by an amount equal to 50% of any increase in the Overcollateralized
Amount that is attributable to a reduction in the Class Certificate Balance of
its Corresponding Class) and will be accrued and added to the Lower-Tier
Principal Amount of the Class LT-Accrual Interest. On each Distribution Date,
the increase in the Lower-Tier Principal Amount of the Class LT-Accrual Interest
may not exceed interest accruals for such Distribution Date for the Class
LT-Accrual Interest. In the event that: (i) 50% of the increase in the
Overcollateralized Amount exceeds (ii) interest accruals on the Class LT-Accrual
Interest for such Distribution Date, the excess for such Distribution Date
(accumulated with all such excesses for all prior Distribution Dates) will be
added to any increase in the Overcollateralized Amount for purposes of
determining the amount of interest accrual on the Class LT-Accrual Interest
payable as principal on the LT-Accretion Directed Classes on the next
Distribution Date pursuant to the first sentence of this paragraph. All payments
of scheduled principal and prepayments of principal generated by the Mortgage
Loans [or paid under the Class A-1 Certificate Insurance Policy] shall be
allocated (i) 50% to the Class LT-Accrual Interest, the Class LT-Group I
Interest and the Class LT-Group II Interest (and further allocated among these
Lower-Tier Regular Interests in the manner described below), and (ii) 50% to the
LT-Accretion Directed Classes (principal payments shall be allocated among such
LT-Accretion Directed Classes in an amount equal to 50% of the principal amounts
allocated to their respective Corresponding Classes), until paid in full.
Notwithstanding the above, principal payments allocated to the Class X Interest
that result in the reduction in the Overcollateralized Amount shall be allocated
to the Class LT-Accrual Interest (until paid in full). Realized Losses shall be
applied so that after all distributions have been made on each Distribution Date
(i) the principal balance of each of the LT-Accretion Directed Classes is equal
to 50% of the principal balance of their Corresponding Class, and (ii) the Class
LT-Accrual Interest, the Class LT-Group I Interest and the Class LT-Group II
Interest (and further allocated among these Lower-Tier Regular Interests in the
manner described below) is equal to 50% of the aggregate Stated Principal
Balance of the Mortgage Loans plus 50% of the Overcollateralized Amount. As
among the Class LT-Accrual Interest, the Class LT-Group I Interest and the Class
LT-Group II Interest all payments of scheduled principal and prepayments of
principal generated by the Mortgage Loans, and all Realized Losses, allocable to
such Lower-Tier Regular Interests shall be allocated (i) to the Class LT-Group I
Interest and the Class LT-Group II Interest each from the related Loan Group so
that their respective Lower-Tier Principal Amounts (computed to at least eight
decimal



                                       3
<PAGE>

places) are equal to 0.001% of the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group and (ii) the remainder to the Class
LT-Accrual Interest.

            The Upper-Tier REMIC shall issue the following classes of Upper-Tier
Regular Interests, and each such interest, other than the Class UT-R Interest,
is hereby designated as a regular interest in the Upper-Tier REMIC.

                                Upper-Tier REMIC


                         Upper-Tier
                        Interest Rate   Initial Upper-Tier
                             and         Principal Amount
                        Corresponding    and Corresponding    Corresponding
     Upper-Tier      Class Pass-Through   Class Certificate     Class of
  Class Designation         Rate              Balance         Certificates
-------------------  ------------------ -------------------- -------------------
Class A-1                    (1)        $     284,714,000     Class A-1(7)
Class A-2                    (2)        $     236,934,000     Class A-2(7)
Class M-1                    (3)        $      58,510,000     Class M-1(7)
Class M-2                    (3)        $      31,750,000     Class M-2(7)
Class M-3                    (3)        $      13,607,000     Class M-3(7)
Class B-1                    (3)        $      13,607,000     Class B-1(7)
Class B-2                    (3)        $       9,072,000     Class B-2(7)
Class B-3                    (3)        $       9,071,000     Class B-3(7)
Class B-4                    (4)        $      20,411,000     Class B-4(7)
Class X                      (5)                (5)           Class X(5)
Class UT-R                   (6)                              Class R

(1)   The Class A-1 Interest will bear interest during each Interest Accrual
      Period at a per annum rate equal to (a) on or prior to the Optional
      Termination Date, the least of (i) LIBOR plus [___]%, (ii) the Loan Group
      I Cap and (iii) the WAC Cap or (b) after the Optional Termination Date,
      the least of (i) LIBOR plus [___]%, (ii) the Loan Group I Cap and (iii)
      the WAC Cap.

(2)   The Class A-2 Interest will bear interest during each Interest Accrual
      Period at a per annum rate equal to (a) on or prior to the Optional
      Termination Date, the least of (i) LIBOR plus [___]%, (ii) the Loan Group
      II Cap and (iii) the WAC Cap or (b) after the Optional Termination Date,
      the least of (i) LIBOR plus [___]%, (ii) the Loan Group II Cap and (iii)
      the WAC Cap.

(3)   The Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
      Interests will bear interest during each Interest Accrual Period at a per
      annum rate equal to (a) on or prior to the Optional Termination Date, the
      least of (i) LIBOR plus [___]%, [___]%, [___]%, [___]%, [___]%, [___]%,
      and [___]%, respectively, and (ii) the WAC Cap or (b) after the Optional
      Termination Date, the lesser of (i) LIBOR plus [___]%, [___]%, [___]%,
      [___]%, [___]%, [___]%, and [___]%, respectively, and (ii) the WAC Cap.

(4)   The Class B-4 Interests will bear interest during each Interest Accrual
      Period at a per annum rate equal to (a) on or prior to the Optional
      Termination Date, the lesser of (i) [___]% and (ii) the WAC Cap or (b)
      after the Optional Termination Date, the lesser of (i) [___]% and (ii) the
      WAC Cap

(5)   The Class X Interest has an initial principal balance of $[______], but it
      will not accrue interest on such balance but will accrue interest on a
      notional principal balance. As of any Distribution Date, the Class X
      Interest shall have a notional principal balance equal to the aggregate of
      the principal balances of the Lower-Tier Regular Interests as of the first
      day of the related Interest Accrual Period. With respect to any Interest
      Accrual Period, the Class X Interest shall bear interest at a rate equal
      to the excess, if any, of the WAC Cap over the product of (i) 2 and (ii)
      the weighted average Pass-Through Rate of the Lower-Tier REMIC Interests,
      where the interest rate on the Class LT Accrual Interest, Class LT-Group I
      and Class LT-Group II is subject to a cap equal to zero and each LT
      Accretion Directed Class is subject to a cap


                                       4
<PAGE>

      equal to the Pass-Through Rate on its Corresponding Class; [provided,
      however, that if the Pass-Through Rate of the Class A-1 Interest is
      calculated by reference to clause (a)(i) (or clause (b)(i) after the
      Optional Termination Date) of its Pass-Through Rate, the cap with respect
      to the Class LT-A-1 Interest shall be increased by the lesser of (A) the
      Premium Rate and (B) the excess of (1) the lesser of (I) clause (a)(ii)
      (or clause (b)(ii) after the Optional Termination Date) of such Class's
      Pass-Through Rate and (II) clause (a)(iii) (or clause (b)(iii) after the
      Optional Termination Date) of such Class's Pass-Through Rate over (2) the
      amount in clause (a)(i) (or clause (b)(i) after the Optional Termination
      Date) thereof for purposes of the calculation]. Such deferred interest
      shall not itself bear interest. The Class X Certificates will represent
      beneficial ownership of the Class X Interest, the Cap Agreements and
      amounts in the Excess Reserve Fund Account, subject to the obligation to
      make payments from the Excess Reserve Fund Account in respect of Basis
      Risk Carry Forward Amounts. For federal income tax purposes, the Trustee
      will treat a Class X Certificateholder's obligation to make payments from
      the Excess Reserve Fund Account as payments made pursuant to an interest
      rate cap contract written by the Class X Certificateholders in favor of
      each Class of Principal Certificates. Such rights of the Class X
      Certificateholders and Principal Certificateholders shall be treated as
      held in a portion of the Trust Fund that is treated as a grantor trust
      under subpart E, Part I of subchapter J of the Code.

(6)   The Class UT-R Interest is the sole class of residual interest in the
      Upper-Tier REMIC. The Class UT-R Interest does not have an interest rate.

(7)   Each of these Certificates will represent not only the ownership of the
      Corresponding Class of Upper-Tier Regular Interest but also the right to
      receive payments from the Excess Reserve Fund Account in respect of any
      Basis Risk Carry Forward Amounts.

            The minimum denomination for each Class of Offered and Fixed Rate
Certificates will be $[_____] initial Certificate Balance, with integral
multiples of $[__] in excess thereof except that one Certificate in each Class
may be issued in a different amount. The minimum denomination for (a) each of
the Class P and Class R Certificates will be a 100% Percentage Interest in such
Class and (b) the Class X Certificates will be a 10% Percentage Interest in such
Class.

            It is expected that each Class of Certificates will receive its
final distribution of principal and/or interest on or prior to the Final
Scheduled Distribution Date.

            Set forth below are designations of Classes of Certificates to the
categories used herein:

Book-Entry Certificates...... All Classes of Certificates other than the
                              Physical Certificates.

Class A Certificates......... Class A-1 and Class A-2 Certificates.

Delay Certificates........... The Fixed Rate Certificates.

ERISA-Restricted
Certificates................. Class B-4 Certificates, Class R Certificates,
                              Class P Certificates and Class X Certificates; any
                              Certificate with a rating below the lowest
                              applicable permitted rating under the
                              Underwriters' Exemption.

Fixed Rate Certificates...... Class B-4 Certificates.

                                       5
<PAGE>

Non-Delay Certificates....... Class A, Class X and Subordinated Certificates
                              other than the Class B-4 Certificates.

LIBOR Certificates........... The Class A Certificates and the Subordinated
                              Certificates other than the Class B-4
                              Certificates.

Offered Certificates......... All Classes of Certificates other than the Private
                              Certificates.

Physical Certificates........ Class X, Class P and Class R Certificates.

Principal Certificates....... The LIBOR Certificates and the Fixed Rate
                              Certificates.

Private Certificates......... Class B-4, Class X, Class P and Class R
                              Certificates.

Rating Agencies.............. [____] and [____].

Regular Certificates......... All Classes of Certificates other than the
                              Class P and Class R Certificates.

Residual Certificates........ Class R Certificates.

Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class B-1,
                              Class B-2, Class B-3 and Class B-4 Certificates.

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

            Accepted Servicing Practices: Those mortgage servicing practices set
forth in Section 3.01 of this Agreement.

            Account: Any of the Collection Account, the Distribution Account,
[the Policy Payments Account,] any Escrow Account or the Excess Reserve Fund
Account. Each Account shall be an Eligible Account.

            Accrued Certificate Interest Distribution Amount: With respect to
any Distribution Date for each Class of Principal Certificates, the amount of
interest accrued during the related Interest Accrual Period at the applicable
Pass-Through Rate on the related Class Certificate Balance immediately prior to
such Distribution Date, as reduced by such Class's share of Net Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for the related Due
Period allocated to such Class pursuant to Section 4.02.

            Adjustable Rate Mortgage Loan: An adjustable rate Mortgage Loan
purchased pursuant to the Purchase Agreement.



                                       6
<PAGE>

            Adjusted Net Mortgage Interest Rate: As to each Mortgage Loan and at
any time, the per annum rate equal to the Mortgage Interest Rate less the
Expense Fee Rate [(and solely for the purposes of determining the Pass-Through
Rate on the Class A-1 Certificates, net of the Premium Rate)].

            Adjustment Date: As to any Mortgage Loan, the first Due Date on
which the related Mortgage Interest Rate adjusts as set forth in the related
Mortgage Note and each Due Date thereafter on which the Mortgage Interest Rate
adjusts as set forth in the related Mortgage Note.

            Advance: Any P&I Advance or Servicing Advance.

            Advance Facility: A financing or other facility as described in
Section 10.07.

            Advance Reimbursement Amounts: As defined in Section 10.07.

            Advancing Person: The Person to whom any Servicer's rights under
this Agreement to be reimbursed for any P&I Advances or Servicing Advances have
been assigned pursuant to Section 10.07.

            Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

            Agreement: This Pooling and Servicing Agreement and all amendments
or supplements hereto.

            Amount Held for Future Distribution: As to the Certificates on any
Distribution Date, the aggregate amount held in each Collection Account at the
close of business on the related Remittance Date on account of (i) Principal
Prepayments, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds
on the Mortgage Loans received after the end of the related Prepayment Period
and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the
related Due Period.

            Applied Realized Loss Amount: With respect to any Distribution Date,
the amount, if any, by which the aggregate Class Certificate Balance of the
Principal Certificates after distributions of principal on such Distribution
Date exceeds the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date.

            Appraised Value: (a) With respect to any First Lien Mortgage Loan,
(i) in the case of a purchase, the least of the sale price of the related
Mortgaged Property, its appraised value or its review appraisal value (as
determined pursuant to the applicable Underwriting Guidelines) at the time of
sale, or (ii) in the case of a refinancing or modification of a Mortgage Loan,
the appraised value of the related Mortgaged Property at the time of the
refinancing or modification, and (b) with respect to any Second Lien Mortgage
Loan, the lesser of (i) the appraised value of the related Mortgaged Property at
the time the Second Lien Mortgage Loan


                                       7
<PAGE>

was originated, or (ii) the sales price of the related Mortgaged Property at the
time of origination; provided, however, that in the case of a refinanced
Mortgage Loan, such value is based solely upon the appraisal made at the time of
origination of such refinanced Mortgage Loan.

            Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form (other than the assignee's
name and recording information not yet returned from the recording office),
reflecting the sale of the Mortgage to the Trustee.

            Available Funds: With respect to any Distribution Date and the
Mortgage Loans to the extent received by the Trustee (x) the sum of (i) all
scheduled installments of interest (net of the related Expense Fees) and
principal due on the Due Date on such Mortgage Loans in the related Due Period
and received on or prior to the related Determination Date, together with any
P&I Advances in respect thereof; (ii) all Condemnation Proceeds, Insurance
Proceeds and Liquidation Proceeds received during the related Prepayment Period
(in each case, net of unreimbursed expenses incurred in connection with a
liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial
or full prepayments on the Mortgage Loans (excluding Prepayment Premiums)
received during the related Prepayment Period together with all Compensating
Interest paid by the Servicer in connection therewith; (iv) all amounts received
with respect to such Distribution Date as the Substitution Adjustment Amount or
Repurchase Price in respect of a Deleted Mortgage Loan or a Mortgage Loan
repurchased by the Responsible Party or the Depositor as of such Distribution
Date; and (v) the proceeds received with respect to the termination of the Trust
Fund pursuant to clause (a) of Section 9.01, reduced by (y) all amounts in
reimbursement for P&I Advances and Servicing Advances previously made with
respect to the Mortgage Loans, and other amounts as to which the Servicer, the
Depositor or the Trustee (or co-trustee) are entitled to be paid or reimbursed
pursuant to this Agreement.

            Basic Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Principal Remittance Amount
for such Distribution Date over (ii) the Excess Overcollateralized Amount, if
any, for such Distribution Date.

            Basis Risk Carry Forward Amount: With respect to each Class of
Principal Certificates, as of any Distribution Date, the sum of (A) if on such
Distribution Date the Pass-Through Rate for any Class of Principal Certificates
is based upon a Loan Group Cap or the WAC Cap, as applicable, the excess of (i)
the amount of interest such Class of Principal Certificates would otherwise be
entitled to receive on such Distribution Date had such rate been calculated as
the sum of LIBOR and the applicable Pass-Through Margin, in the case of the
LIBOR Certificates, or at the applicable Fixed Rate, in the case of the Fixed
Rate Certificates for such Class of Certificates for such Distribution Date,
over (ii) the amount of interest payable on such Class of Principal Certificate
on such Distribution Date, based upon its Pass-Through Rate, as capped by the
applicable Loan Group Cap or the WAC Cap, as the case may be, and (B) the Basis
Risk Carry Forward Amount for such Class of Certificates for all previous
Distribution Dates not previously paid, together with interest thereon at a rate
equal to the sum of LIBOR and the applicable Pass-Through Margin, in the case of
the LIBOR Certificates, or at the applicable Fixed Rate, in the case of the
Fixed Rate Certificates, for such Class of Certificates for such Distribution
Dates.



                                       8
<PAGE>

            Basis Risk Payment: For any Distribution Date, an amount equal to
the lesser of (i) the aggregate Basis Risk Carry Forward Amounts for such
Distribution Date and (ii) the Class X Distributable Amount (prior to any
reduction for Basis Risk Payments).

            Best's: Best's Key Rating Guide, as the same shall be amended from
time to time.

            Book-Entry Certificates: As specified in the Preliminary Statement.

            BPO: A broker's price opinion.

            Business Day: Any day other than (i) Saturday or Sunday, or (ii) a
day on which banking and savings and loan institutions, in (a) the States of
[______], [______], [______] and [______], (b) the State in which the Servicer's
servicing operations are located, or (c) the State in which the Trustee's
operations are located, are authorized or obligated by law or executive order to
be closed.

            [Cap Agreement: The interest rate cap agreement, dated [_____],
200[_], between the Purchaser and the Cap Provider, and its successors in
interest, for the benefit of the Offered Certificates.]

            Certificate: Any one of the Certificates executed by the Trustee in
substantially the forms attached hereto as exhibits.

            Certificate Balance: With respect to any Class of Certificates,
other than the Class X, Class P or Class R Certificates, at any date, the
maximum dollar amount of principal to which the Holder thereof is then entitled
hereunder, such amount being equal to the Denomination thereof minus all
distributions of principal previously made with respect thereto and in the case
of any Subordinated Certificates, and reduced by the amount of any Applied
Realized Loss Amounts previously allocated to such Class of Subordinated
Certificates; provided, however, that immediately following the Distribution
Date on which a Subsequent Recovery is distributed, the Class Certificate
Balances of any Class or Classes of Subordinated Certificates that have been
previously reduced by Applied Realized Loss Amounts will be increased, in order
of seniority, by the amount of the Subsequent Recovery distributed on such
Distribution Date (up to the amount of Applied Realized Loss Amounts allocated
to such Class or Classes). The Class X, Class P and Class R Certificates have no
Certificate Balance.

            Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate.

            Certificate Register: The register maintained pursuant to Section
5.02.

            Certificateholder or Holder: The Person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purpose
of giving any consent pursuant to this Agreement, any Certificate registered in
the name of the Depositor or any affiliate of the Depositor shall be deemed not
to be Outstanding and the Percentage Interest evidenced thereby shall not be
taken into account in determining whether the requisite amount of Percentage
Interests necessary to effect such consent has been obtained; provided, however,
that if any such



                                       9
<PAGE>

Person (including the Depositor) owns 100% of the Percentage Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to be Outstanding
for purposes of any provision hereof that requires the consent of the Holders of
Certificates of a particular Class as a condition to the taking of any action
hereunder. The Trustee is entitled to rely conclusively on a certification of
the Depositor or any affiliate of the Depositor in determining which
Certificates are registered in the name of an affiliate of the Depositor.

            Certification: As defined in Section 8.12(b).

            Class: All Certificates bearing the same class designation as set
forth in the Preliminary Statement.

            Class A Certificates: As specified in the Preliminary Statement.

            Class A Principal Allocation Percentage: For any Distribution Date,
the percentage equivalent of a fraction, determined as follows: (A) with respect
to the Class A-1 Certificates, a fraction, the numerator of which is the portion
of the Principal Remittance Amount for such Distribution Date that is
attributable to the principal received or advanced on the Group I Mortgage Loans
and the denominator of which is the Principal Remittance Amount for such
Distribution Date; and (B) with respect to the Class A-2 Certificates, a
fraction, the numerator of which is the portion of the Principal Remittance
Amount for such Distribution Date that is attributable to the principal received
or advanced on the Group II Mortgage Loans and the denominator of which is the
Principal Remittance Amount for such Distribution Date.

            Class A Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the aggregate Class Certificate Balances of
the Class A Certificates immediately prior to such Distribution Date over (ii)
the lesser of (A) [____]% (rounded to two decimal places) of the aggregate
Stated Principal Balance of the Mortgage Loans for such Distribution Date and
(B) the excess, if any, of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date over the Overcollateralization Floor.

            Class A-1 Certificates: All Certificates bearing the class
designation of "Class A-1."

            [Class A-1 Certificate Insured Amount: With respect to each
Distribution Date, the distribution to be made to Holders of Class A-1
Certificates on such Distribution Date, in an aggregate amount equal to the sum
of (a) the Accrued Certificate Interest Distribution Amount on the Class A-1
Certificates on such Distribution Date, (b) any Class A-1 Principal Parity
Amount, and (c) if such Distribution Date is the Final Scheduled Distribution
Date, the Class Certificate Balance of the Class A-1 Certificates, to the extent
unpaid on the Final Scheduled Distribution Date (without duplication of amounts
included pursuant to clause (b) above), after giving effect to all payments,
including any Class A-1 Principal Parity Amounts, or earlier termination of the
Trust pursuant to the terms of this Agreement, in each case in accordance with
the original terms of the Class A-1 Certificates when issued and without regard
to any amendment or modification of the Class A-1 Certificates or this Agreement
except amendments or modifications to which the Class A-1 Certificate Insurer
has given its prior written consent. The Class A-1 Certificate Insured Amount
shall not include, nor shall coverage be provided



                                       10
<PAGE>

under the Class A-1 Certificate Insurance Policy in respect of, any taxes,
withholding or other charge imposed by any governmental authority due in
connection with the payment of any Class A-1 Certificate Insured Amount to a
Holder, any Relief Act Interest Shortfall, any Prepayment Interest Shortfalls to
the extent not covered by a Servicer, or any Basis Risk Carry Forward Amounts
that may be incurred or that may be distributable to the Class A-1
Certificates.]

            [Class A-1 Certificate Insurance Policy: The [______] Policy No.
[______], and all endorsements thereto dated the Closing Date, issued by the
Class A-1 Certificate Insurer for the benefit of the Class A-1
Certificateholders.]

            [Class A-1 Certificate Insurer: [______], a [______] organized and
created under the laws of the State of [______], and its successors in
interest.]

            [Class A-1 Certificate Insurer Default: The existence and
continuance of any of the following:

            (a) the Class A-1 Certificate Insurer shall have failed to make a
      required payment when due under the Class A-1 Certificate Insurance Policy
      in accordance with its terms;

            (b) the Class A-1 Certificate Insurer shall have (i) filed a
      petition or commenced any case or proceeding under any provision or
      chapter of the United States Bankruptcy Code, the [______] State Insurance
      Law or any other similar federal or state law relating to insolvency,
      bankruptcy, rehabilitation, liquidation, or reorganization, (ii) made a
      general assignment for the benefit of its creditors or (iii) had an order
      for relief entered against it under the United States Bankruptcy Code, the
      [______] State Insurance Law or any other similar federal or state law
      relating to insolvency, bankruptcy, rehabilitation, liquidation, or
      reorganization that is final and nonappealable; or

            (c) a court of competent jurisdiction, the [______] Department of
      Insurance or any other competent regulatory authority shall have entered a
      final and nonappealable order, judgment or decree (i) appointing a
      custodian, trustee, agent, or receiver for the Class A-1 Certificate
      Insurer or for all or any material portion of its property or (ii)
      authorizing the taking of possession by a custodian, trustee, agent, or
      receiver of the Class A-1 Certificate Insurer (or the taking of possession
      of all or any material portion of property of the Class A-1 Certificate
      Insurer).]

            [Class A-1 Principal Parity Amount: With respect to any Distribution
Date, the excess of (i) the aggregate Class Certificate Balance of the Class A-1
Certificates on such Distribution Date, as reduced by any Class A-1 Principal
Parity Amounts paid by the Class A-1 Certificate Insurer prior to such
Distribution Date and after taking into account any reduction of such Class
Certificate Balance on such Distribution Date from sources other than the Class
A-1 Certificate Insurance Policy, over (ii) the aggregate Stated Principal
Balances of the Group I Mortgage Loans for such Distribution Date. With respect
to the first Distribution Date, the Class A-1 Principal Parity Amount shall
equal zero.]



                                       11
<PAGE>

            Class A-2 Certificates: All Certificates bearing the class
designation of "Class A-2."

            Class B-1 Certificates: All Certificates bearing the class
designation of "Class B-1."

            Class B-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), and (E) the Class Certificate Balance of the Class B-1 Certificates
immediately prior to such Distribution Date over (ii) the lesser of (A) [____]%
(rounded to two decimal places) of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date over the Overcollateralization Floor.

            Class B-2 Certificates: All Certificates bearing the class
designation of "Class B-2."

            Class B-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class B-1 Certificates (after
taking into account the distribution of the Class B-1 Principal Distribution
Amount on such Distribution Date), and (F) the Class Certificate Balance of the
Class B-2 Certificates immediately prior to such Distribution Date over (ii) the
lesser of (A) [____]% (rounded to two decimal places) of the aggregate Stated
Principal Balances of the Mortgage Loans for such Distribution Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over the Overcollateralization Floor.

            Class B-3 Certificates: All Certificates bearing the class
designation of "Class B-3."

            Class B-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution



                                       12
<PAGE>

Amount on such Distribution Date), (B) the Class Certificate Balance of the
Class M-1 Certificates (after taking into account the distribution of the Class
M-1 Principal Distribution Amount on such Distribution Date), (C) the Class
Certificate Balance of the Class M-2 Certificates (after taking into account the
distribution of the Class M-2 Principal Distribution Amount on such Distribution
Date), (D) the Class Certificate Balance of the Class M-3 Certificates (after
taking into account the distribution of the Class M-3 Principal Distribution
Amount on such Distribution Date), (E) the Class Certificate Balance of the
Class B-1 Certificates (after taking into account the distribution of the Class
B-1 Principal Distribution Amount on such Distribution Date), (F) the Class
Certificate Balance of the Class B-2 Certificates immediately prior to that
Distribution Date, and (G) the Class Certificate Balance of the Class B-3
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) [____]% (rounded to two decimal places) of the aggregate Stated Principal
Balances of the Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date over the Overcollateralization Floor.

            Class B-4 Certificates: All Certificates bearing the class
designation of "Class B-4."

            Class B-4 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), (D) the Class
Certificate Balance of the Class M-3 Certificates (after taking into account the
distribution of the Class M-3 Principal Distribution Amount on such Distribution
Date), (E) the Class Certificate Balance of the Class B-1 Certificates (after
taking into account the distribution of the Class B-1 Principal Distribution
Amount on such Distribution Date), (F) the Class Certificate Balance of the
Class B-2 Certificates immediately prior to such Distribution Date, (G) the
Class Certificate Balance of the Class B-3 Certificates immediately prior to
such Distribution Date, and (H) the Class Certificate Balance of the Class B-4
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) [____]% (rounded to two decimal places) of the aggregate Stated Principal
Balances of the Mortgage Loans for such Distribution Date and (B) the excess, if
any, of the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date over the Overcollateralization Floor.

            Class Certificate Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date.

            Class LT-R Interest: The residual interest in the Lower-Tier REMIC
as described in the Preliminary Statement and the related footnote thereto.

            Class M Certificates: The Class M-1, Class M-2 and Class M-3
Certificates.



                                       13
<PAGE>

            Class M-1 Certificates: All Certificates bearing the class
designation of "Class M-1."

            Class M-1 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), and (B) the Class Certificate Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (ii) the lesser of (A) [____]%
(rounded to two decimal places) of the aggregate Stated Principal Balance of the
Mortgage Loans for such Distribution Date and (B) the excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
Date over the Overcollateralization Floor.

            Class M-2 Certificates: All Certificates bearing the class
designation of "Class M-2."

            Class M-2 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date) and (C) the Class Certificate Balance of the
Class M-2 Certificates immediately prior to such Distribution Date over (ii) the
lesser of (A) [____]% (rounded to two decimal places) of the aggregate Stated
Principal Balance of the Mortgage Loans for such Distribution Date and (B) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans
for such Distribution Date over the Overcollateralization Floor.

            Class M-3 Certificates: All Certificates bearing the class
designation of "Class M-3."

            Class M-3 Principal Distribution Amount: With respect to any
Distribution Date, the excess of (i) the sum of (A) the aggregate Class
Certificate Balances of the Class A Certificates (after taking into account the
distribution of the Class A Principal Distribution Amount on such Distribution
Date), (B) the Class Certificate Balance of the Class M-1 Certificates (after
taking into account the distribution of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class Certificate Balance of the
Class M-2 Certificates (after taking into account the distribution of the Class
M-2 Principal Distribution Amount on such Distribution Date), and (D) the Class
Certificate Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (ii) the lesser of (A) [____]% (rounded to two decimal
places) of the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date and (B) the excess, if any, of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date over the
Overcollateralization Floor.

            Class P Certificates: All Certificates bearing the class designation
of "Class P."

            Class R Certificates: All Certificates bearing the class designation
of "Class R."

            Class UT-R Interest: The residual interest in the Upper-Tier REMIC
as described in the Preliminary Statement and the related footnote thereto.



                                       14
<PAGE>

            Class X Certificates: All Certificates bearing the class designation
of "Class X."

            Class X Distributable Amount: On any Distribution Date, (i) as a
distribution in respect of interest, the amount of interest that has accrued on
the Class X Interest and not applied as an Extra Principal Distribution Amount
on such Distribution Date, plus any such accrued interest remaining
undistributed from prior Distribution Dates, plus (ii) as a distribution in
respect of principal, any portion of the principal balance of the Class X
Interest which is distributable as an Overcollateralization Reduction Amount,
minus (iii) any amounts paid as a Basis Risk Payment.

            Class X Interest: The Upper Tier Regular Interest represented by the
Class X Certificates as specified and described in the Preliminary Statement and
the related footnote thereto.

            Closing Date: [_____], 200[_].

            Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.

            Collection Accounts: As defined in Section 3.10(a).

            Combined Loan-to-Value Ratio or CLTV: As of the date of origination
and as to any Second Lien Mortgage Loan, the ratio, expressed as a percentage,
of (a) the sum of (i) the principal balance of the Second Lien Mortgage Loan as
of the date of origination and (ii) the principal balance as of the date of
origination of any First Lien Mortgage Loan secured by the same Mortgaged
Property to (b) the Appraised Value.

            Compensating Interest: For any Distribution Date, the lesser of (a)
the Prepayment Interest Shortfall, if any, for such Distribution Date, with
respect to voluntary Principal Prepayments in Full by the Mortgagors (excluding
any payments made upon liquidation of any Mortgage Loan), and (b) the amount of
the Servicing Fee payable to the Servicer for such Distribution Date.

            Condemnation Proceeds: All awards, compensation and/or settlements
in respect of a Mortgaged Property, whether permanent or temporary, partial or
entire, by exercise of the power of eminent domain or condemnation.

            Corporate Trust Office: The designated office of the Trustee in the
State of California at which at any particular time its corporate trust business
with respect to this Agreement is administered, which office at the date of the
execution of this Agreement is located at [____________], Attn: [__________],
facsimile no. [_________] and which is the address to which notices to and
correspondence with the Trustee should be directed.



                                       15
<PAGE>

            Corresponding Class: The class of interests in one Trust REMIC
created under this Agreement that corresponds to the class of interests in the
other Trust REMIC or to a Class of Certificates in the manner set out below:

        Lower-Tier             Upper-Tier          Corresponding
     Class Designation      Regular Interest   Class of Certificates
     -----------------      ----------------   ---------------------
       Class LT-A-1             Class A-1            Class A-1
       Class LT-A-2             Class A-2            Class A-2
       Class LT-M-1             Class M-1            Class M-1
       Class LT-M-2             Class M-2            Class M-2
       Class LT-M-3             Class M-3            Class M-3
       Class LT-B-1             Class B-1            Class B-1
       Class LT-B-2             Class B-2            Class B-2
       Class LT-B-3             Class B-3            Class B-3
       Class LT-B-4             Class B-4            Class B-4
            N/A                  Class X              Class X

            Cumulative Loss Percentage: As of any date of determination, the
percentage equivalent of a fraction, the numerator of which is the aggregate
amount of Realized Losses on the Mortgage Loans for the period from the Cut-off
Date to the date of determination and the denominator of which is the Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.

            Cumulative Loss Trigger: A Cumulative Loss Percentage of greater
than (a) during the period from the Closing Date through the date one year after
the Closing Date, [__]%, (b) during the period from the date one year after the
Closing Date through the date two years after the Closing Date, [__]%, (c)
during the period from the date two years after the Closing Date through the
date three years after the Closing Date, [__]%, (d) during the period from the
date three years after the Closing Date through the date four years after the
Closing Date, [__]%, and (e) during the period on or after the date four years
after the Closing Date, [__]%.

            Custodial File: With respect to each Mortgage Loan, any Mortgage
Loan Document which is delivered to the Trustee or which at any time comes into
the possession of the Trustee.

            Cut-off Date: [_____], 200[_].

            Cut-off Date Pool Principal Balance: The aggregate Stated Principal
Balances of all Mortgage Loans as of the Cut-off Date.

            Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cut-off Date (after
giving effect to payments of principal due on that date, whether or not
received).

            Data Tape Information: The information provided by the Responsible
Party or the Servicer as of the Cut-off Date to the Depositor setting forth the
following information with



                                       16
<PAGE>

respect to each Mortgage Loan: (1) the Mortgage Loan identifying number; (2) the
Mortgagor's name; (3) the street address of the Mortgaged Property including the
city, state and zip code; (4) a code indicating whether the Mortgaged Property
is owner-occupied, a second home or investment property; (5) the number and type
of residential units constituting the Mortgaged Property (i.e., a single family
residence, a 2-4 family residence, a unit in a condominium project or a unit in
a planned unit development, manufactured housing); (6) the original months to
maturity or the remaining months to maturity from the Cut-off Date, in any case
based on the original amortization schedule and, if different, the maturity
expressed in the same manner but based on the actual amortization schedule; (7)
with respect to First Lien Mortgage Loans, the Loan-to-Value Ratio at
origination, and with respect to Second Lien Mortgage Loans, the Combined
Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate as of the
Cut-off Date; (9) the date on which the Scheduled Payment was due on the
Mortgage Loan and, if such date is not consistent with the Due Date currently in
effect, such Due Date; (10) the stated maturity date; (11) the amount of the
Scheduled Payment as of the Cut-off Date; (12) the last payment date on which a
Scheduled Payment was actually applied to pay interest and the outstanding
principal balance; (13) the original principal amount of the Mortgage Loan; (14)
the principal balance of the Mortgage Loan as of the close of business on the
Cut-off Date, after deduction of payments of principal due and collected on or
before the Cut-off Date; (15) with respect to Adjustable Rate Mortgage Loans,
the Adjustment Date; (16) with respect to Adjustable Rate Mortgage Loans, the
Gross Margin; (17) with respect to Adjustable Rate Mortgage Loans, the Lifetime
Rate Cap under the terms of the Mortgage Note; (18) with respect to Adjustable
Rate Mortgage Loans, a code indicating the type of Index; (19) with respect to
Adjustable Rate Mortgage Loans, the Periodic Mortgage Interest Rate Cap under
the terms of the Mortgage Note; (20) with respect to Adjustable Rate Mortgage
Loans, the Periodic Mortgage Interest Rate Floor under the terms of the Mortgage
Note; (21) the type of Mortgage Loan (i.e., fixed rate, adjustable rate, first
lien, second lien); (22) a code indicating the purpose of the loan (i.e.,
purchase, rate and term refinance, equity take-out refinance); (23) a code
indicating the documentation style (i.e., full documentation, limited
documentation or stated income); (24) the loan credit classification (as
described in the Underwriting Guidelines); (25) whether such Mortgage Loan
provides for a Prepayment Premium; (26) the Prepayment Premium period of such
Mortgage Loan, if applicable; (27) a description of the Prepayment Premium, if
applicable; (28) the Mortgage Interest Rate as of origination; (29) the credit
risk score (FICO score) at origination; (30) the date of origination; (31) the
date of the purchase of the Mortgage Loan, if applicable; (32) a code indicating
whether the Mortgage Loan is assumable; (33) the Mortgage Interest Rate
adjustment period; (34) the Mortgage Interest Rate floor; (35) the Mortgage
Interest Rate calculation method (i.e., 30/360, simple interest, other); (36) a
code indicating whether the Mortgage Loan has been modified; (37) the one-year
payment history; (38) the Due Date for the first Scheduled Payment; (39) the
original Scheduled Payment due; (40) with respect to the related Mortgagor, the
debt-to-income ratio; (41) the Appraised Value of the Mortgaged Property; (42)
the sales price of the Mortgaged Property if the Mortgage Loan was originated in
connection with the purchase of the Mortgaged Property; (43) whether the
Mortgage Loan is covered by PMI policy and name of insurer; (44) the MERS
identification number; and (45) a code indicating if a Mortgage Loan is or has
had a 30-Day Delinquency. With respect to the related Mortgage Loans in the
aggregate: (1) the number of Mortgage Loans; (2) the current aggregate
outstanding principal balance of the Mortgage Loans; (3) the weighted average



                                       17
<PAGE>

Mortgage Interest Rate of the Mortgage Loans; and (4) the weighted average
maturity of the Mortgage Loans.

            Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the United
States Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which
became final and non-appealable, except for such a reduction resulting from a
Deficient Valuation or any reduction that results in a permanent forgiveness of
principal.

            Deficient Valuation: With respect to any Mortgage Loan, a valuation
of the related Mortgaged Property by a court of competent jurisdiction in an
amount less than the then outstanding principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the United States
Bankruptcy Code.

            Definitive Certificates: Any Certificate evidenced by a Physical
Certificate and any Certificate issued in lieu of a Book-Entry Certificate
pursuant to Section 5.02(e).

            Delay Certificates: As specified in the Preliminary Statement.

            Deleted Mortgage Loan: As defined in Section 2.03(d).

            Delinquency Trigger: With respect to any Distribution Date, a
Delinquency Trigger exists if (i) the quotient (expressed as a percentage) of
(1) the rolling three-month average of the aggregate unpaid principal balance of
60+ Day Delinquent Mortgage Loans, divided by (2) the aggregate unpaid principal
balance of the Mortgage Loans as of the last day of the related Due Period,
equals or exceeds [____]% of the Senior Enhancement Percentage as of the last
day of the prior Due Period.

            Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Balance of this Certificate" or
the Percentage Interest appearing on the face thereof.

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

            Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as the registered Holder of the
Book-Entry Certificates. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York.

            Depository Institution: Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated "[___]" by [_____] and "[___]" by [_____].



                                       18
<PAGE>

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

            Determination Date: With respect to any Distribution Date, the [__]
day of the calendar month in which such Distribution Date occurs or, if such day
is not a Business Day, the immediately preceding Business Day.

            Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.27(b) in the name of the Trustee
for the benefit of the Certificateholders and designated "[__________] in trust
for registered holders of GSAMP Trust 200[_]-[___] Mortgage Pass-Through
Certificates, Series 200[_]-[___]." Funds in the Distribution Account shall be
held in trust for the Certificateholders for the uses and purposes set forth in
this Agreement and may be invested in Permitted Investments.

            Distribution Date: The [__] day of each calendar month after the
initial issuance of the Certificates or, if such day is not a Business Day, the
next succeeding Business Day, commencing in [_____], 200[_].

            Document Certification and Exception Report: The report attached to
Exhibit F hereto.

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

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

            Eligible Account: Either (i) an account maintained with a federal or
state chartered depository institution or trust company the short-term unsecured
debt obligations of which (or, in the case of a depository institution or trust
company that is a subsidiary of a holding company, the short-term unsecured debt
obligations of such holding company) are rated "[___]" by [_____] and "[___]" by
[_____] (and a comparable rating if another Rating Agency is specified by the
Depositor by written notice to the Servicer) at the time any amounts are held on
deposit therein, (ii) a trust account or accounts maintained with a federal or
state chartered depository institution or trust company acting in its fiduciary
capacity or (iii) any other account acceptable to each Rating Agency [and the
Class A-1 Certificate Insurer]. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts maintained with
the Trustee.

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

            ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of Prohibited
Transaction Exemption ("PTE") 2002-41, 67 Fed. Reg. 54487 (2002) (or any
successor thereto), or any substantially similar administrative exemption
granted by the U.S. Department of Labor.



                                       19
<PAGE>

            ERISA-Restricted Certificate: As specified in the Preliminary
Statement.

            Escrow Account: The Eligible Account or Accounts established and
maintained pursuant to Section 3.09(b).

            Escrow Payments: As defined in Section 3.09(b) of this Agreement.

            Event of Default: As defined in Section 7.01.

            Excess Overcollateralized Amount: With respect to any Distribution
Date, the excess, if any, of (a) the Overcollateralized Amount on such
Distribution Date over (b) the Specified Overcollateralized Amount for such
Distribution Date.

            Excess Reserve Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Sections 3.27(a) in the name of the
Trustee for the benefit of the Regular Certificateholders and designated
"[________] in trust for registered holders of GSAMP Trust 200[_]-[___],
Mortgage Pass-Through Certificates, Series 200[_]-[___]." Funds in the Excess
Reserve Fund Account shall be held in trust for the Regular Certificateholders
for the uses and purposes set forth in this Agreement. Amounts on deposit in the
Excess Reserve Fund Account shall not be invested.

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

            Expense Fee Rate: As to each Mortgage Loan, a per annum rate equal
to the sum of the Servicing Fee Rate and the Trustee Fee Rate.

            Expense Fees: As to each Mortgage Loan, the sum of the Servicing Fee
and the Trustee Fee.

            Extra Principal Distribution Amount: As of any Distribution Date,
the lesser of (x) the related Total Monthly Excess Spread for such Distribution
Date and (y) the related Overcollateralization Deficiency for such Distribution
Date.

            Fannie Mae: The Federal National Mortgage Association and its
successors in interest.

            Fannie Mae Guides: The Fannie Mae Seller's Guide and the Fannie Mae
Servicer's Guide and all amendments or additions thereto.

            FDIC: The Federal Deposit Insurance Corporation, and its successors
in interest.

            Final Recovery Determination: With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Depositor, the Purchaser, or the Responsible Party as contemplated by
this Agreement), a determination made by the Servicer that all Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds and other payments or
recoveries which the Servicer, in its reasonable good faith judgment, expects to
be finally recoverable in respect thereof have been so recovered. The Servicer
shall


                                       20
<PAGE>

maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.

            Final Scheduled Distribution Date: The Final Scheduled Distribution
Date for each Class of Certificates is the Distribution Date in each of the
following months:

                                                                   Month of
                                                               Final Scheduled
                                                              Distribution Date
                                                              -----------------

Class A-1 Certificates....................................      [_____], 20[_]
Class A-2 Certificates....................................      [_____], 20[_]
Class M-1 Certificates....................................      [_____], 20[_]
Class M-2 Certificates....................................      [_____], 20[_]
Class M-3 Certificates....................................      [_____], 20[_]
Class B-1 Certificates....................................      [_____], 20[_]
Class B-2 Certificates....................................      [_____], 20[_]
Class B-3 Certificates....................................      [_____], 20[_]
Class B-4 Certificates....................................      [_____], 20[_]
Class X Certificates......................................      [_____], 20[_]
Class P Certificates......................................      [_____], 20[_]
Class R Certificates......................................      [_____], 20[_]

            First Lien Mortgage Loan: Any Mortgage Loan secured by a first lien
Mortgage on the related Mortgaged Property.

            Fixed Rate: With respect to the Fixed Rate Certificates, [____]% per
annum on or prior to the Optional Termination Date, and [____]% per annum
thereafter.

            Fixed Rate Mortgage Loan: A fixed rate Mortgage Loan purchased
pursuant to the Purchase Agreement.

            Forbearance: As defined in Section 3.07(a).

            Freddie Mac: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, and its successors in interest.

            Freddie Mac Guides: The Freddie Mac Seller's & Servicer's Guide and
all amendments or additions thereto.

            Gross Margin: With respect to each Adjustable Rate Mortgage Loan,
the fixed percentage amount set forth in the related Mortgage Note to be added
to the applicable Index to determine the Mortgage Interest Rate.

            Group I Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group I Mortgage Loans.



                                       21
<PAGE>

            Group II Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Group II Mortgage Loans.

            High Cost Mortgage Loan: A Mortgage Loan classified as (a) a "high
cost" loan under the Home Ownership and Equity Protection Act of 1994 or (b) a
"high cost," "threshold," "covered" or "predatory" loan under any other
applicable state, federal or local law (or a similarly classified loan using
different terminology under a law imposing heightened regulatory scrutiny or
additional legal liability for residential mortgage loans having high interest
rates, points and/or fees).

            Index: As to each Adjustable Rate Mortgage Loan, the index from time
to time in effect for the adjustment of the Mortgage Interest Rate set forth as
such on the related Mortgage Note.

            [Insurance Agreement: The Insurance and Indemnity Agreement, dated
as of [_____], 200[_], among the Purchaser, the Depositor and the Class A-1
Certificate Insurer.]

            Insurance Policy: With respect to any Mortgage Loan included in the
Trust Fund, any insurance policy, including all riders and endorsements thereto
in effect, including any replacement policy or policies for any Insurance
Policies.

            Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property.

            Interest Accrual Period: With respect to each Class of Non-Delay
Certificates and each Class of Lower-Tier Regular Interests and any Distribution
Date, the period commencing on the Distribution Date occurring in the month
preceding the month in which the current Distribution Date occurs and ending on
the day immediately preceding the current Distribution Date (or, in the case of
the first Distribution Date, the period from and including the Closing Date to
but excluding such first Distribution Date). With respect to the Delay
Certificates and any Distribution Date, the calendar month preceding the month
in which such Distribution Date occurs. For purposes of computing interest
accruals on each Class of Non-Delay Certificates, each Interest Accrual Period
has the actual number of days in such period and each year is assumed to have
360 days. For purposes of computing interest accruals on the Delay Certificates,
each Interest Accrual Period has 30 days in such period and each year is assumed
to have 360 days.

            [Interest Rate Cap Payment: For the first [__] Distribution Dates,
the amount, if any, equal to the product of (a) the excess, if any, of one-month
LIBOR (as determined pursuant to the Cap Agreement) as of the related reset date
over a cap strike rate set forth on the interest rate cap agreement schedule
attached to the Cap Agreement, up to [____]% per annum, (b) the interest rate
cap notional amount for such date set forth on such schedule and (c) the actual
number of days in the applicable Interest Accrual Period divided by 360.]

            Interest Remittance Amount: With respect to any Distribution Date
and the Mortgage Loans in a Loan Group, that portion of Available Funds
attributable to interest relating to the Mortgage Loans in such Loan Group.



                                       22
<PAGE>

            Investment Account: As defined in Section 3.12(a).

            Investor: With respect to each MERS Designated Mortgage Loan, the
Person named on the MERS System as the investor pursuant to the MERS Procedures
Manual.

            Late Collections: With respect to any Mortgage Loan and any Due
Period, all amounts received after the Remittance Date immediately following
such Due Period, whether as late payments of Scheduled Payments or as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal and/or interest due (without
regard to any acceleration of payments under the related Mortgage and Mortgage
Note) but delinquent for such Due Period and not previously recovered.

            [Late Payment Rate: The lesser of (a) the greater of (i) the per
annum rate of interest publicly announced from time to time by [_______] at its
principal office in the City of New York, as its prime or base lending rate (any
change in such rate of interest to be effective on the date such change is
announced by [_______]) plus [__]%, and (ii) the then applicable highest rate of
interest on the Class A-1 Certificates and (b) the maximum rate permissible
under applicable usury or similar laws limiting interest rates as determined by
the Class A-1 Certificate Insurer. The Late Payment Rate shall be computed on
the basis of the actual number of days elapsed over a year consisting of 360
days.]

            LIBOR: With respect to any Interest Accrual Period for the LIBOR
Certificates, the rate determined by the Trustee on the related LIBOR
Determination Date on the basis of the offered rate for one-month U.S. dollar
deposits as such rate appears on Telerate Page 3750 as of 11:00 a.m. (London
time) on such date; provided, that if such rate does not appear on Telerate Page
3750, the rate for such date will be determined on the basis of the rates at
which one-month U.S. dollar deposits are offered by the Reference Banks at
approximately 11:00 a.m. (London time) on such date to prime banks in the London
interbank market. In such event, the Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that date will be the
arithmetic mean of the quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16%). If fewer than two quotations are provided as
requested, the rate for that date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Trustee (after
consultation with the Depositor), at approximately 11:00 a.m. (New York City
time) on such date for one-month U.S. dollar deposits of leading European banks.

            LIBOR Certificates: As specified in the Preliminary Statement.

            LIBOR Determination Date: With respect to any Interest Accrual
Period for the LIBOR Certificates, the second London Business Day preceding the
commencement of such Interest Accrual Period.

            Lifetime Rate Cap: The provision of each Mortgage Note related to an
Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage
Interest Rate thereunder. The Mortgage Interest Rate during the terms of each
Adjustable Rate Mortgage Loan shall not at any time exceed the Mortgage Interest
Rate at the time of origination of such



                                       23
<PAGE>

Adjustable Rate Mortgage Loan by more than the amount per annum set forth on the
Mortgage Loan Schedule.

            Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated or
charged-off in the calendar month preceding the month of such Distribution Date
and as to which the Servicer has certified (in accordance with this Agreement)
that it has made a Final Recovery Determination.

            Liquidation Event: With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from coverage under this Agreement by reason of its being purchased,
sold or replaced pursuant to or as contemplated by this Agreement. With respect
to any REO Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO Property is
removed from coverage under this Agreement by reason of its being purchased
pursuant to this Agreement.

            Liquidation Proceeds: The amounts, other than Insurance Proceeds,
Condemnation Proceeds or those received following the acquisition of REO
Property, received in connection with the liquidation of a defaulted Mortgage
Loan, whether through a trustee's sale, foreclosure sale or otherwise, including
any Subsequent Recoveries.

            Loan Group: The Group I Mortgage Loans or the Group II Mortgage
Loans, as applicable.

            Loan Group Cap: The Loan Group I Cap or the Loan Group II Cap, as
applicable.

            Loan Group I Cap: With respect to the Group I Mortgage Loans as of
any Distribution Date, the product of the weighted average of the Adjusted Net
Mortgage Interest Rates then in effect on the beginning of the related Due
Period on the Group I Mortgage Loans, multiplied by 30 and divided by the actual
number of days in the related Interest Accrual Period.

            Loan Group II Cap: With respect to the Group II Mortgage Loans as of
any Distribution Date, the product of the weighted average of the Adjusted Net
Mortgage Interest Rates then in effect on the beginning of the related Due
Period on the Group II Mortgage Loans, multiplied by 30 and divided by the
actual number of days in the related Interest Accrual Period.

            Loan-to-Value Ratio or LTV: With respect to any Mortgage Loan, at
any time, the ratio (expressed as a percentage) of the principal balance of the
Mortgage Loan as of the date of determination, to the Appraisal Value of the
related Mortgaged Property.

            London Business Day: Any day on which dealings in deposits of United
States dollars are transacted in the London interbank market.

            Lower-Tier Regular Interest: Each of the Class LT-A-1, Class LT-A-2,
Class LT-M-1, Class LT-M-2, Class LT-M-3, Class LT-B-1, Class LT-B-2, Class
LT-B-3, Class LT-B-4, Class LT-Group I, Class LT-Group II and Class LT-Accrual
Interests as described in the Preliminary Statement.



                                       24
<PAGE>

            Lower-Tier REMIC: As described in the Preliminary Statement.

            Lower-Tier Principal Amount: As described in the Preliminary
Statement.

            Majority Class X Certificateholder: The Holder or Holders of a
majority of the Percentage Interests in the Class X Certificates.

            Market Value Change Report: A report setting forth changes in
property value of the Mortgaged Properties in a format agreed upon by the
Servicer and the Depositor.

            MERS: As defined in Section 2.01.

            MERS Designated Mortgage Loan: Mortgage Loans for which (a) the
Responsible Party has designated or will designate MERS as, and has taken or
will take such action as is necessary to cause MERS to be, the mortgagee of
record, as nominee for the Responsible Party, in accordance with MERS Procedure
Manual and (b) the Responsible Party has designated or will designate the Trust
as the Investor on the MERS(R) System.

            MERS Procedure Manual: The MERS Procedures Manual, as it may be
amended, supplemented or otherwise modified from time to time.

            MERS(R) System: MERS mortgage electronic registry system, as more
particularly described in the MERS Procedures Manual.

            Monthly Statement: The statement made available to the
Certificateholders pursuant to Section 4.03.

            Moody's: Moody's Investors Service, Inc. If Moody's is designated as
a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b)
the address for notices to Moody's shall be Moody's Investors Service, Inc., 99
Church Street, New York, New York 10007, Attention: Residential Mortgage
Pass-Through Group, or such other address as Moody's may hereafter furnish to
the Depositor, the Servicer and the Trustee.

            Mortgage: The mortgage, deed of trust or other instrument identified
on the Mortgage Loan Schedule as securing a Mortgage Note.

            Mortgage File: The items pertaining to a particular Mortgage Loan
contained in either the Servicing File or Custodial File.

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

            Mortgage Loan: An individual Mortgage Loan which is the subject of
this Agreement, each Mortgage Loan originally sold and subject to this Agreement
being identified on the Mortgage Loan Schedule, which Mortgage Loan includes,
without limitation, the Mortgage File, the Custodial File, the Servicing File,
the Scheduled Payments, Principal Prepayments, Liquidation Proceeds,
Condemnation Proceeds, Insurance Proceeds, REO Disposition proceeds, Prepayment
Premiums and all other rights, benefits, proceeds and



                                       25
<PAGE>

obligations arising from or in connection with such Mortgage Loan, excluding
replaced or repurchased Mortgage Loans.

            Mortgage Loan Documents: The mortgage loan documents pertaining to
each Mortgage Loan.

            Mortgage Loan Schedule: A schedule of Mortgage Loans annexed hereto
as Schedule I, such schedule setting forth the following information with
respect to each Mortgage Loan as of the Cut-off Date: The information provided
by the Responsible Party or the Servicer, as applicable, as of the Cut-off Date
to the Depositor setting forth the following information with respect to each
Mortgage Loan: (1) the Mortgage Loan identifying number; (2) the Mortgagor's
name; (3) the street address of the Mortgaged Property including the city, state
and zip code; (4) a code indicating whether the Mortgaged Property is
owner-occupied, a second home or investment property; (5) the number and type of
residential units constituting the Mortgaged Property (i.e., a single family
residence, a 2-4 family residence, a unit in a condominium project or a unit in
a planned unit development, manufactured housing); (6) the original months to
maturity or the remaining months to maturity from the Cut-off Date, in any case
based on the original amortization schedule and, if different, the maturity
expressed in the same manner but based on the actual amortization schedule; (7)
with respect to First Lien Mortgage Loans, the Loan-to-Value Ratio at
origination, and with respect to Second Lien Mortgage Loans, the Combined
Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate as of the
Cut-off Date; (9) the date on which the Scheduled Payment was due on the
Mortgage Loan and, if such date is not consistent with the Due Date currently in
effect, such Due Date; (10) the stated maturity date; (11) the amount of the
Scheduled Payment as of the Cut-off Date; (12) the last payment date on which a
Scheduled Payment was actually applied to pay interest and the outstanding
principal balance; (13) the original principal amount of the Mortgage Loan; (14)
the principal balance of the Mortgage Loan as of the close of business on the
Cut-off Date, after deduction of payments of principal due and collected on or
before the Cut-off Date; (15) with respect to Adjustable Rate Mortgage Loans,
the Adjustment Date; (16) with respect to Adjustable Rate Mortgage Loans, the
Gross Margin; (17) with respect to Adjustable Rate Mortgage Loans, the Lifetime
Rate Cap under the terms of the Mortgage Note; (18) with respect to Adjustable
Rate Mortgage Loans, a code indicating the type of Index; (19) with respect to
Adjustable Rate Mortgage Loans, the Periodic Mortgage Interest Rate Cap under
the terms of the Mortgage Note; (20) with respect to Adjustable Rate Mortgage
Loans, the Periodic Mortgage Interest Rate Floor under the terms of the Mortgage
Note; (21) the type of Mortgage Loan (i.e., fixed rate, adjustable rate, first
lien, second lien); (22) a code indicating the purpose of the loan (i.e.,
purchase, rate and term refinance, equity take-out refinance); (23) a code
indicating the documentation style (i.e., full documentation, limited
documentation or stated income); (24) the loan credit classification (as
described in the Underwriting Guidelines); (25) whether such Mortgage Loan
provides for a Prepayment Premium; (26) the Prepayment Premium period of such
Mortgage Loan, if applicable; (27) a description of the Prepayment Premium, if
applicable; (28) the Mortgage Interest Rate as of origination; (29) the credit
risk score (FICO score) at origination; (30) the date of origination; (31) the
date of the purchase of the Mortgage Loan, if applicable; (32) a code indicating
whether the Mortgage Loan is assumable; (33) the Mortgage Interest Rate
adjustment period; (34) the Mortgage Interest Rate floor; (35) the Mortgage
Interest Rate calculation method (i.e., 30/360, simple interest, other); (36) a
code indicating whether the Mortgage Loan has been modified; (37) the one-year
payment history; (38) the Due Date for the


                                       26
<PAGE>

first Scheduled Payment; (39) the original Scheduled Payment due; (40) with
respect to the related Mortgagor, the debt-to-income ratio; (41) the Appraised
Value of the Mortgaged Property; (42) the sales price of the Mortgaged Property
if the Mortgage Loan was originated in connection with the purchase of the
Mortgaged Property; (43) whether the Mortgage Loan is covered by PMI policy and
name of insurer; (44) the MERS identification number; (45) a code indicating if
a Mortgage Loan is or has had a 30 Day Delinquency; and (46) Loan Group. With
respect to the related Mortgage Loans in the aggregate: (1) the number of
Mortgage Loans; (2) the current aggregate outstanding principal balance of the
Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage
Loans; and (4) the weighted average maturity of the Mortgage Loans.

            Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan, including all riders thereto.

            Mortgaged Property: The real property (or leasehold estate, if
applicable) identified on the Mortgage Loan Schedule as securing repayment of
the debt evidenced by a Mortgage Note.

            Mortgagor: The obligor(s) on a Mortgage Note.

            Net Monthly Excess Cash Flow: For any Distribution Date the amount
remaining for distribution pursuant to subsection 4.02(a)(iii) (before giving
effect to distributions pursuant to such subsection).

            Net Prepayment Interest Shortfall: For any Distribution Date, the
amount by which the sum of the Prepayment Interest Shortfalls exceeds the sum of
the Compensating Interest payments made with respect to such Distribution Date.

            NIM Issuer: The entity established as the issuer of the NIM
Securities.

            NIM Securities: Any debt securities secured or otherwise backed by
some or all of the Class X and Class P Certificates.

            NIM Trustee: The trustee for the NIM Securities.

            90+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to
which any portion of a Scheduled Payment is, as of the last day of the prior Due
Period, three months or more past due (without giving effect to any grace
period), each Mortgage Loan in foreclosure, all REO Property and each Mortgage
Loan for which the Mortgagor has filed for bankruptcy.

            Non-Delay Certificates: As specified in the Preliminary Statement.

            Nonrecoverable P&I Advance: Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Servicer, will not or, in the case of a
proposed P&I Advance, would not be ultimately recoverable from related late
payments, Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds on
such Mortgage Loan or REO Property as provided herein.



                                       27
<PAGE>

            Nonrecoverable Servicing Advance: Any Servicing Advances previously
made or proposed to be made in respect of a Mortgage Loan or REO Property,
which, in the good faith business judgment of the Servicer, will not or, in the
case of a proposed Servicing Advance, would not, be ultimately recoverable from
related Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise.

            Notice of Final Distribution: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only upon presentation and surrender thereof.

            Offered Certificates: As specified in the Preliminary Statement.

            Officer's Certificate: A certificate signed by an officer of the
Servicer with responsibility for the servicing of the Mortgage Loans required to
be serviced by the Servicer and listed on a list delivered to the Trustee
pursuant to this Agreement [and the Class A-1 Certificate Insurer.]

            Opinion of Counsel: A written opinion of counsel, who may be
in-house counsel for the Servicer or a Subservicer, reasonably acceptable to the
Trustee [and the Class A-1 Certificate Insurer;] provided, that any Opinion of
Counsel relating to (a) qualification of either Trust REMIC as a REMIC or (b)
compliance with the REMIC Provisions, must (unless otherwise stated in such
Opinion of Counsel) be an opinion of counsel who (i) is in fact independent of
Servicer, (ii) does not have any material direct or indirect financial interest
in the Servicer or in an affiliate of either and (iii) is not connected with the
Servicer as an officer, employee, director or person performing similar
functions.

            Optional Termination Date: The date determined as follows:

            (i) The Servicer (at the direction of the Majority Class X
Certificateholder (as evidenced on the records of the Registrar)) shall cause
the Optional Termination Date to occur on the Distribution Date when the
aggregate Stated Principal Balance of the Mortgage Loans, as of the last day of
the related Due Period, is equal to 10% or less of the Cut-off Date Pool
Principal Balance (provided, that if the Depositor or an Affiliate of the
Depositor is one of the Holders constituting such majority, then there must be
at least one other unaffiliated Holder constituting such majority and the Class
X Certificates held by such Holder (or unaffiliated Holders in the aggregate)
must represent at least a 10% Percentage Interest in the Class X Certificates);

            Original Purchase Date: [_____], 200[_].

            OTS: Office of Thrift Supervision, and any successor thereto.

            Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:

            (i) Certificates theretofore cancelled by the Trustee or delivered
      to the Trustee for cancellation; and



                                       28
<PAGE>

            (ii) Certificates in exchange for which or in lieu of which other
      Certificates have been executed and delivered by the Trustee pursuant to
      this Agreement.

            Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a Stated Principal Balance greater than zero which was not the subject of a
Principal Prepayment in Full prior to such Due Date and which did not become a
Liquidated Mortgage Loan prior to such Due Date.

            Overcollateralized Amount: As of any Distribution Date, the excess,
if any, of (a) the aggregate Stated Principal Balance of the Mortgage Loans for
such Distribution Date over (b) the aggregate of the Class Certificate Balances
of the Principal Certificates as of such Distribution Date (after giving effect
to the payment of the Principal Remittance Amount on such Certificates on such
Distribution Date).

            Overcollateralization Deficiency: With respect to any Distribution
Date, the excess, if any, of (a) the Specified Overcollateralized Amount
applicable to such Distribution Date over (b) the Overcollateralized Amount
applicable to such Distribution Date.

            Overcollateralization Floor: With respect to any Distribution Date,
[___]% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

            Overcollateralization Reduction Amount: With respect to any
Distribution Date, an amount equal to the lesser of (a) the Excess
Overcollateralized Amount and (b) the Total Monthly Excess Spread.

            Ownership Interest: As to any Residual Certificate, any ownership
interest in such Certificate including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial.

            P&I Advance: As to any Mortgage Loan or REO Property, any advance
made by the Servicer in respect of any Remittance Date representing the
aggregate of all payments of principal and interest, net of the Servicing Fee,
that were due during the related Due Period on the Mortgage Loans and that were
delinquent on the related Remittance Date, plus certain amounts representing
assumed payments not covered by any current net income on the Mortgaged
Properties acquired by foreclosure or deed in lieu of foreclosure as determined
pursuant to Section 4.01.

            Pass-Through Margin: With respect to each Class of Regular
Certificates, the following percentages: Class A-1 Certificates, [___]%; Class
A-2 Certificates, [___]%; Class M-1 Certificates, [___]%; Class M-2
Certificates, [___]%; Class M-3 Certificates, [___]%; Class B-1 Certificates,
[___]%; Class B-2 Certificates, [___]%; and Class B-3 Certificates, [___]%. On
the first Distribution Date after the Optional Termination Date, the
Pass-Through Margins shall increase to: Class A-1 Certificates, [___]%; Class
A-2 Certificates, [___]%; [___]%; Class M-1 Certificates, [___]%; Class M-2
Certificates, [___]%; Class M-3 Certificates, [___]%; Class B-1 Certificates,
[___]%; Class B-2 Certificates, [___]%; and Class B-3 Certificates, [___]%.



                                       29
<PAGE>

            Pass-Through Rate: For each Class of Certificates and each
Lower-Tier Regular Interest, the per annum rate set forth or calculated in the
manner described in the Preliminary Statement.

            Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.

            Periodic Mortgage Interest Rate Cap: With respect to each Adjustable
Rate Mortgage Loan, the provision of each Mortgage Note which provides for an
absolute maximum amount by which the Mortgage Interest Rate therein may increase
or decrease on an Adjustment Date above or below the Mortgage Interest Rate
previously in effect. The Periodic Mortgage Interest Rate Cap for each
Adjustable Rate Mortgage Loan is the rate set forth on the Mortgage Loan
Schedule.

            Periodic Mortgage Interest Rate Floor: With respect to each
Adjustable Rate Mortgage Loan, the provision of each Mortgage Note which
provides for an absolute minimum amount by which the Mortgage Interest Rate
therein may increase or decrease on an Adjustment Date above or below the
Mortgage Interest Rate previously in effect. The Periodic Mortgage Interest Rate
Floor for each Adjustable Rate Mortgage Loan is the rate set forth on the
Mortgage Loan Schedule.

            Permitted Investments: Any one or more of the following obligations
or securities acquired at a purchase price of not greater than par, regardless
of whether issued by a Servicer, the Trustee or any of their respective
Affiliates:

            (i) direct obligations of, or obligations fully guaranteed as to
      timely payment of 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) demand and time deposits in, certificates of deposit of, or
      bankers' acceptances (which shall each have an original maturity of not
      more than 90 days and, in the case of bankers' acceptances, shall in no
      event have an original maturity of more than 365 days or a remaining
      maturity of more than 30 days) denominated in United States dollars and
      issued by any Depository Institution and rated [___] by [_____] and [___]
      by [_____];

            (iii) repurchase obligations with respect to any security described
      in clause (i) above entered into with a Depository Institution (acting as
      principal);

            (iv) securities bearing interest or sold at a discount that are
      issued by any corporation incorporated under the laws of the United States
      of America or any state thereof and that are rated by each Rating Agency
      that rates such securities in its highest long-term unsecured rating
      categories at the time of such investment or contractual commitment
      providing for such investment;



                                       30
<PAGE>

            (v) commercial paper (including both non-interest-bearing discount
      obligations and interest-bearing obligations payable on demand or on a
      specified date not more than 30 days after the date of acquisition
      thereof) that is rated by each Rating Agency that rates such securities in
      its highest short-term unsecured debt rating available at the time of such
      investment;

            (vi) units of money market funds, including money market funds
      advised by the Depositor or the Trustee or an Affiliate thereof, that have
      been rated "[___]" by [_____] and "[___]" or "[___]" by [_____]; and

            (vii) if previously confirmed in writing to the Trustee, any other
      demand, money market or time deposit, or any other obligation, security or
      investment, as may be acceptable to the Rating Agencies as a permitted
      investment of funds backing "[___]" or "[___]" rated securities;

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and 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.
For investments in the Distribution Account (except during the Trustee Float
Period), only the obligations or securities (or instruments which invest in the
obligations or securities) specified in clause (i) above shall constitute
Permitted Investments.

            Permitted Transferee: Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, international organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) a Person that is not a U.S.
Person or a U.S. Person with respect to whom income from a Residual Certificate
is attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of such Person or any other U.S.
Person, (vi) an "electing large partnership" within the meaning of Section 775
of the Code and (vii) any other Person so designated by the Depositor based upon
an Opinion of Counsel that the Transfer of an Ownership Interest in a Residual
Certificate to such Person may cause either Trust REMIC to fail to qualify as a
REMIC at any time that the Certificates are outstanding. The terms "United
States," "State" and "international organization" shall have the meanings set
forth in Section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the United States or of any State or
political subdivision thereof for these purposes if all of its activities are
subject to tax and, with the exception of Freddie Mac, a majority of its board
of directors is not selected by such government unit.



                                       31
<PAGE>

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

            Physical Certificates: As specified in the Preliminary Statement.

            [Policy Payments Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.07(b) in the name of the Trustee
for the benefit of the Class A-1 Certificateholders and the Class A-1
Certificate Insurer and designated "[________] in trust for [________] and the
registered holders of GSAMP Trust 200[_]-[___], Mortgage Pass-Through
Certificates, Series 200[_]-[___], Class A-1."]

            Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans for such
Distribution Date that were Outstanding Mortgage Loans on the Due Date in the
related Due Period.

            [Preference Amount: Any amounts covered by the Class A-1 Certificate
Insurance Policy that were distributed in respect of the Class A-1 Certificates
which are recovered from any Holder of a Class A-1 Certificate as a voidable
preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code or other similar law in accordance with a final, nonappealable order of a
court having competent jurisdiction and which have not theretofore been repaid
to such Holders.]

            [Preference Claim: As defined in Section 4.07(d) hereof.]

            [Premium Amount: The product of the Premium Rate and the Class
Certificate Balance of the Class A-1 Certificates immediately prior to such
Distribution Date.]

            [Premium Rate: The rate set forth in the Premium Letter, dated
[_____], 200[_], among the Class A-1 Certificate Insurer, the Purchaser and the
Depositor. ]

            Prepayment Interest Shortfall: With respect to any Remittance Date,
the sum of, for each Mortgage Loan that was, during the related Prepayment
Period, the subject of a Principal Prepayment that was applied by the Servicer
to reduce the outstanding principal balance of such Mortgage Loan on a date
preceding the Due Date in the succeeding Prepayment Period, an amount equal to
the product of (a) the Mortgage Interest Rate net of the Servicing Fee Rate for
such Mortgage Loan, (b) the amount of the Principal Prepayment for such Mortgage
Loan, (c) 1/360 and (d) the number of days commencing on the date on which such
Principal Prepayment was applied and ending on the last day of the related
Prepayment Period.

            Prepayment Period: With respect to any Distribution Date, the
calendar month preceding the calendar month in which such Distribution Date
occurs.

            Prepayment Premium: Any prepayment premium, penalty or charge
collected by the Servicer with respect to a Mortgage Loan from a Mortgagor in
connection with any voluntary Principal Prepayment in Full pursuant to the terms
of the related Mortgage Note.



                                       32
<PAGE>

            Principal Distribution Amount: For any Distribution Date, the sum of
(i) the Basic Principal Distribution Amount for such Distribution Date and (ii)
the Extra Principal Distribution Amount for such Distribution Date.

            Principal Prepayment: Any full or partial payment or other recovery
of principal on a Mortgage Loan (including upon liquidation of a Mortgage Loan)
which is received in advance of its scheduled Due Date, excluding any Prepayment
Premium and which is not accompanied by an amount of interest representing
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment.

            Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.

            Principal Remittance Amount: With respect to any Distribution Date,
the amount equal to the sum of the following amounts (without duplication) with
respect to the related Due Period: (i) each scheduled payment of principal on a
Mortgage Loan due during such Due Period and received by the Servicer on or
prior to the related Determination Date or advanced by the Servicer for the
related Remittance Date (ii) all Principal Prepayments received during the
related Prepayment Period, (iii) all Liquidation Proceeds, Condemnation Proceeds
and Insurance Proceeds on the Mortgage Loans allocable to principal actually
collected by the Servicer during the related Prepayment Period, (iv) the portion
of the Repurchase Price allocable to principal with respect to each Deleted
Mortgage Loan, the repurchase obligation for which arose during the related
Prepayment Period, that was repurchased during the period from the prior
Distribution Date through the Remittance Date for the current Distribution Date,
(v) the principal portion of all Substitution Adjustment Amounts with respect to
the substitutions of Mortgage Loans that occur during the calendar month in
which such Distribution Date occurs, and (vi) the allocable portion of the
proceeds received with respect to the termination of the Trust Fund pursuant to
clause (a) of Section 9.01 (to the extent such proceeds relate to principal).

            Privacy Laws: Title V of the Gramm-Leach-Bliley Act of 1999, as
amended, and all applicable regulations promulgated thereunder.

            Private Certificates: As specified in the Preliminary Statement.

            Prospectus Supplement: The Prospectus Supplement, dated [_____],
200[_], relating to the Offered Certificates.

            PTCE 95-60: As defined in Section 5.02(b).

            PUD: A planned unit development.

            Purchase Agreement: The Flow Mortgage Loan Purchase and Warranties
Agreement, dated as of [_____], 200[_], by and between [______] and the
Purchaser, solely insofar as the Purchase Agreement relates to the Mortgage
Loans.

            Purchaser: Goldman Sachs Mortgage Company, a New York limited
partnership, and its successors in interest, as purchaser of the Mortgage Loans
under the Purchase Agreement.



                                       33
<PAGE>

            Rating Agency: Each of the Rating Agencies specified in the
Preliminary Statement. If such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee. References
herein to a given rating or rating category of a Rating Agency shall mean such
rating category without giving effect to any modifiers. For purposes of Section
10.05(b), the addresses for notices to each Rating Agency shall be the address
specified therefor in the definition corresponding to the name of such Rating
Agency, or such other address as either such Rating Agency may hereafter furnish
to the Depositor and the Servicers.

            Realized Losses: With respect to any date of determination and any
Liquidated Mortgage Loan, the amount, if any, by which (a) the unpaid principal
balance of such Liquidated Mortgage Loan together with accrued and unpaid
interest thereon exceeds (b) the Liquidation Proceeds with respect thereto net
of the expenses incurred by the related Servicer in connection with the
liquidation of such Liquidated Mortgage Loan and net of the amount of
unreimbursed Servicing Advances with respect to such Liquidated Mortgage Loan.

            Record Date: With respect to any Distribution Date, the close of
business on the last day of the related Interest Accrual Period; provided,
however, that for any Certificate issued in definitive form, the Record Date
shall be the close of business on the last Business Day of the month preceding
the month in which such applicable Distribution Date occurs.

            Reference Bank: As defined in Section 4.04.

            Regular Certificates: As specified in the Preliminary Statement.

            [Reimbursement Amount: As of any Distribution Date, the sum of (i)
all Class A-1 Certificate Insured Amounts and Preference Amounts previously
received by the Trustee previously paid by the Class A-1 Certificate Insurer and
in each case not previously repaid to the Class A-1 Certificate Insurer pursuant
to Section 4.02 plus (ii) interest accrued on each such Class A-1 Certificate
Insured Amount and Preference Amount not previously repaid calculated at the
Late Payment Rate from the date the Class A-1 Certificate Insurer paid to the
Trustee the related Class A-1 Certificate Insured Amounts or Preference Amounts,
as applicable.]

            Relief Act Interest Shortfall: With respect to any Distribution Date
and any Mortgage Loan, any reduction in the amount of interest collectible on
such Mortgage Loan for the most recently ended Due Period as a result of the
application of the Servicemembers Civil Relief Act, or any similar state
statutes.

            REMIC: A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.

            REMIC Opinion: As defined in Section 9.03.

            REMIC Provisions: Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and regulations promulgated


                                       34
<PAGE>

thereunder, as the foregoing may be in effect from time to time as well as
provisions of applicable state laws.

            Remittance Date: With respect to any Distribution Date, no later
than 12:00 PM, Central Time on the Business Day immediately preceding such
Distribution Date.

            REO Disposition: The final sale by the Servicer of any REO Property.

            REO Imputed Interest: As to any REO Property, for any period, an
amount equivalent to interest (at the Mortgage Interest Rate net of the
Servicing Fee Rate that would have been applicable to the related Mortgage Loan
had it been outstanding) on the unpaid principal balance of the Mortgage Loan as
of the date of acquisition thereof (as such balance is reduced pursuant to
Section 3.15 by any income from the REO Property treated as a recovery of
principal).

            REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan.

            Reporting Date: The [__] day of each calendar month or the
immediately following Business Day if the [__] is not a Business Day.

            Representations and Warranties Agreement: The Representations and
Warranties Agreement, dated as of [_____], 200[_], by and between the Depositor
and the Purchaser.

            Repurchase Price: With respect to any Mortgage Loan, in the case of
any Mortgage Loan repurchased by the Depositor or [_____], an amount equal to
the sum of (i) the unpaid principal balance of such Mortgage Loan as of the date
of repurchase, (ii) interest on such unpaid principal balance of such Mortgage
Loan at the Mortgage Interest Rate from the last date through which interest has
been paid and distributed to the Trustee to the date of repurchase, (iii) all
unreimbursed Servicing Advances and (iv) all expenses incurred by the Servicer,
the Trust or the Trustee, as the case may be, in respect of a breach or defect,
including, without limitation, (A) expenses arising out of the Servicer's or
Trustee's, as the case may be, enforcement of the Depositor's or [_____]'s
repurchase obligation, to the extent not included in clause (iii), and (B) any
costs and damages incurred by the Trust in connection with any violation by such
Mortgage Loan of any predatory lending law or abusive lending law.

            Request for Release: The Request for Release submitted by a Servicer
to the Trustee, substantially in the form of Exhibit J.

            Residual Certificates: As specified in the Preliminary Statement.

            Responsible Officer: When used with respect to the Trustee, any vice
president, any assistant vice president, any assistant secretary, any assistant
treasurer, any associate or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers who at such time shall be officers to whom, with respect to a
particular matter, such matter is referred because of such officer's knowledge
of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Agreement.



                                       35
<PAGE>

            Review Appraisal Value: As defined in the Underwriting Guidelines.

            Rule 144A Letter: As defined in Section 5.02(b).

            Scheduled Payment: The scheduled monthly payment on a Mortgage Loan
due on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified herein, shall give effect to any related Debt
Service Reduction and any Deficient Valuation that affects the amount of the
monthly payment due on such Mortgage Loan.

            Second Lien Mortgage Loan: A Mortgage Loan secured by a second lien
Mortgage on the related Mortgaged Property.

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

            Senior Enhancement Percentage: With respect to any Distribution
Date, the percentage obtained by dividing (x) the sum of (i) the aggregate Class
Certificate Balance of the Subordinated Certificates and (ii) the
Overcollateralized Amount (in each case after taking into account the
distributions of the Principal Distribution Amount for such Distribution Date)
by (y) the aggregate Stated Principal Balance of the Mortgage Loans for such
Distribution Date.

            Senior Specified Enhancement Percentage: As of any date of
determination, [____]%.

            Servicer: With respect to each [______] Mortgage Loan, [______]
after the Servicing Transfer Date, and in any case, if a successor servicer is
appointed hereunder, such successor servicer.

            Servicer Remittance Report: As defined in Section 4.03(d).

            Servicing Advances: The reasonable "out-of-pocket" costs and
expenses (including legal fees) incurred by the Servicer in the performance of
its servicing obligations in connection with a default, delinquency or other
unanticipated event, including, but not limited to, the cost of (i) the
preservation, restoration, inspection and protection of a Mortgaged Property,
(ii) any enforcement or judicial proceedings, including foreclosures and
litigation, in respect of a particular Mortgage Loan, (iii) the management
(including reasonable fees in connection therewith) and liquidation of any REO
Property, (iv) the performance of its obligations under Sections 3.01, 3.09,
3.13 and 3.15. Servicing Advances also include any reasonable "out-of-pocket"
costs and expenses (including legal fees) incurred by the Servicer in connection
with executing and recording instruments of satisfaction, deeds of reconveyance
or Assignments of Mortgage in connection with any satisfaction or foreclosures
in respect of any Mortgage Loan to the extent not recovered from the Mortgagor
or otherwise payable under this Agreement and (v) obtaining or correcting any
legal documentation required to be included in the Mortgage Files and necessary
for the Servicer to perform its obligations under this Agreement. The Servicer
shall not be required to make any Nonrecoverable Servicing Advances.

            Servicing Fee: With respect to the Servicer, each Mortgage Loan
serviced by the Servicer and any Distribution Date, an amount equal to the
product of (i) one-twelfth of Servicing Fee Rate and (ii) the applicable Stated
Principal Balance of such Mortgage Loan as of



                                       36
<PAGE>

the first day of the calendar month preceding the month in which such
Distribution Date occurs. Such fee shall be payable monthly, and shall be pro
rated for any portion of a month during which the Mortgage Loan is serviced by
such Servicer under this Agreement. The Servicing Fee is payable solely from the
interest portion (including recoveries with respect to interest from Liquidation
Proceeds, Insurance Proceeds, Condemnation Proceeds and proceeds received with
respect to REO Properties, to the extent permitted by Section 3.11) of such
Scheduled Payment collected by such Servicer or as otherwise provided under
Section 3.11.

            Servicing Fee Rate: With respect to each Mortgage Loan, [___]% per
annum.

            Servicing File: With respect to each Mortgage Loan, the file
retained by the Servicer consisting of originals or copies of all documents in
the Mortgage File which are not delivered to the Trustee in the Custodial File
and copies of the Mortgage Loan Documents set forth in Exhibit K hereto.

            Servicing Officer: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished to
the Trustee by the Servicer on the Closing Date pursuant to this Agreement, as
such list may from time to time be amended.

            Servicing Transfer Costs: All reasonable out-of-pocket costs and
expenses incurred by the Trustee in connection with the transfer of servicing
from a terminated Servicer, including, without limitation, any such costs or
expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee (or any successor Servicer appointed pursuant to
Section 7.02) to service the Mortgage Loans properly and effectively.

            Servicing Transfer Date: On or about [_____], 200[_].

            Similar Law: As defined in Section 5.02(b).

            Six-Month LIBOR Index: With respect to each applicable Adjustable
Rate Mortgage Loan, the rate as determined on the basis of rates at which
six-month U.S. dollar deposits are offered to prime banks in the London
interbank market on such date as provided in the related Mortgage Note.

            60+ Day Delinquent Mortgage Loan: Each Mortgage Loan with respect to
which any portion of a Scheduled Payment is, as of the last day of the prior Due
Period, two months or more past due (without giving effect to any grace period),
each Mortgage Loan in foreclosure, all REO Property and each Mortgage Loan for
which the Mortgagor has filed for bankruptcy.

            Specified Overcollateralized Amount: Prior to the Stepdown Date, an
amount equal to [___]% of the Cut-off Date Pool Principal Balance. On and after
the Stepdown Date, an amount equal to [___]% of the aggregate Stated Principal
Balance of the Mortgage Loans for such Distribution Date, subject, until the
Class Certificate Balance of each Class of Principal Certificates has been
reduced to zero, to a minimum amount equal to the Overcollateralization Floor;
provided, however, that if, on any Distribution Date, a Trigger Event has
occurred, the


                                       37
<PAGE>

Specified Overcollateralized Amount shall not be reduced to the applicable
percentage of the then current aggregate Stated Principal Balance of the
Mortgage Loans until the Distribution Date on which a Trigger Event is no longer
occurring.

            Standard & Poor's: Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc. and its successors in interest. If Standard &
Poor's is designated as a Rating Agency in the Preliminary Statement, for
purposes of Section 10.05(b) the address for notices to Standard & Poor's shall
be Standard & Poor's, 55 Water Street, New York, New York 10041, Attention:
Residential Mortgage Surveillance Group - GSAMP Trust 200[_]-[__], or such other
address as Standard & Poor's may hereafter furnish to the Depositor, the
Servicer and the Trustee.

            Standard & Poor's Glossary: Version 5.6 of the Standard & Poor's
LEVELS(R) Glossary.

            Start-up Day: As defined in Section 2.06.

            Stated Principal Balance: As to each Mortgage Loan and as of any
date of determination, (i) the principal balance of the Mortgage Loan at the
Cut-off Date after giving effect to payments of principal due on or before such
date, minus (ii) all amounts previously remitted to the Trustee with respect to
the related Mortgage Loan representing payments or recoveries of principal
including advances in respect of scheduled payments of principal. For purposes
of any Distribution Date, the Stated Principal Balance of any Mortgage Loan will
give effect to any scheduled payments of principal received by the Servicer on
or prior to the related Determination Date or advanced by the Servicer for the
related Remittance Date and any unscheduled principal payments and other
unscheduled principal collections received during the related Prepayment Period.

            Stepdown Date: The earlier to occur of (a) the date on which the
aggregate Class Certificate Balances of the Class A Certificates have been
reduced to zero, and (b) the later to occur of (i) the Distribution Date in
[_____], 200[_], and (ii) the first Distribution Date on which the Senior
Enhancement Percentage is greater than or equal to the Senior Specified
Enhancement Percentage.

            Subordinated Certificates: As specified in the Preliminary
Statement.

            Subsequent Recoveries: Amounts received with respect to any
Liquidated Mortgage Loan after it has become a Liquidated Mortgage Loan.

            Subservicer: As defined in Section 3.02(a).

            Subservicing Account: As defined in Section 3.08.

            Subservicing Agreements: As defined in Section 3.02(a).

            Substitute Mortgage Loan: With respect to the Mortgage Loans, a
"Qualified Substitute Mortgage Loan" as that term is defined in the Purchase
Agreement.



                                       38
<PAGE>

            Substitution Adjustment Amount: Any amount to be paid in connection
with a Substitute Mortgage Loan pursuant to Section [___] of the Purchase
Agreement.

            Tax Service Contract: As defined in Section 3.09(a).

            Telerate Page 3750: The display page currently so designated on the
Bridge Telerate Service (or such other page as may replace that page on that
service for displaying comparable rates or prices).

            Termination Price: As defined in Section 9.01.

            30 Day Delinquency: The failure of the Mortgagor to make any
Scheduled Payment due under the Mortgage Note on or prior to the date which is
30 days after such payment's Due Date.

            Total Monthly Excess Spread: As to any Distribution Date, an amount
equal to the excess if any, of (i) the interest collected on the Mortgage Loans
received by the Servicer on or prior to the related Determination Date or
advanced by the Servicer for the related Remittance Date (net of Expense Fees,
the Premium Amount and the Reimbursement Amount, if any) over (ii) the sum of
amounts payable to the Principal Certificates [and to the Class A-1 Certificate
Insurer] on such Distribution Date pursuant to Section 4.02(a)(i).

            Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.

            Transfer Affidavit: As defined in Section 5.02(c).

            Transferor Certificate: As defined in Section 5.02(b).

            Trigger Event: With respect to any Distribution Date, a Trigger
Event exists if (i) the quotient (expressed as a percentage) of (1) the rolling
three month average of the aggregate unpaid principal balance of 60+ Day
Delinquent Mortgage Loans, divided by (2) the aggregate unpaid principal balance
of the Mortgage Loans as of the last day of the related Due Period, equals or
exceeds [___]% of the Senior Enhancement Percentage as of the last day of the
prior Due Period or (ii) the quotient (expressed as a percentage) of (x) the
aggregate amount of Realized Losses incurred since the Cut-off Date through the
last day of the related Prepayment Period divided by (y) the Cut-off Date Pool
Principal Balance, exceeds the applicable percentages set forth below with
respect to such Distribution Date:



                                       39
<PAGE>

<TABLE>
<CAPTION>
         Distribution Date Occurring In                        Loss Percentage
         ------------------------------                        ---------------

<S>                                                            <C>
         [_____], 200[_] through [_____], 200[_]               [____]% for the first month, plus an additional
                                                               1/12th of [____]% for each month thereafter (e.g.,
                                                               approximately [____]% in [_____], 200[_])
         [_____], 200[_] through [_____], 200[_]               [____]% for the first month, plus an additional
                                                               1/12th of [____]% for each month thereafter (e.g.,
                                                               approximately [____]% in [_____], 200[_])
         [_____], 200[_] through [_____], 200[_]               [____]% for the first month, plus an additional
                                                               1/12th of [____]% for each month thereafter (e.g.,
                                                               approximately [____]% in [_____], 200[_])
         [_____], 200[_] and thereafter                        [____]%
</TABLE>

            Trust: The express trust created hereunder in Section 2.01(c).

            Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loans and all interest and principal received on or with
respect thereto after the related Cut-off Date, other than such amounts which
were due on the Mortgage Loans on or before the related Cut-off Date; (ii) the
Collection Account, the Excess Reserve Fund Account, the Distribution Account,
and all amounts deposited therein pursuant to the applicable provisions of this
Agreement; (iii) property that secured a Mortgage Loan and has been acquired by
foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Cap Agreement;
(v) the Representations and Warranties Agreement; [(vi) with respect to the
Class A-1 Certificates only, the rights of the Trustee under the Class A-1
Certificate Insurance Policy;] and (vii) all proceeds of the conversion,
voluntary or involuntary, of any of the foregoing.

            Trust REMIC: Either the Lower-Tier REMIC or the Upper-Tier REMIC, as
applicable.

            Trustee: [_______], and its successors in interest and, if a
successor trustee is appointed hereunder, such successor.

            Trustee Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month's interest at the related Trustee Fee Rate on the
Stated Principal Balance of such Mortgage Loan as of the preceding Distribution
Date (or as of the Closing Date in the case of the first Distribution Date) or,
in the event of any payment of interest which accompanies a Principal Prepayment
in Full made by the Mortgagor, interest at the Trustee Fee Rate on the Stated
Principal Balance of such Mortgage Loan for the period covered by such payment
of interest.

            Trustee Fee Rate: With respect to each Mortgage Loan, [____]% per
annum.



                                       40
<PAGE>

            Trustee Float Period: With respect to any Distribution Date and the
related amounts in the Distribution Account, the period commencing on the
Business Day immediately preceding such Distribution Date and ending on such
Distribution Date.

            U.S. Person: (i) A citizen or resident of the United States; (ii) a
corporation (or entity treated as a corporation for tax purposes) created or
organized in the United States or under the laws of the United States or of any
State thereof, including, for this purpose, the District of Columbia; (iii) a
partnership (or entity treated as a partnership for tax purposes) organized in
the United States or under the laws of the United States or of any state
thereof, including, for this purpose, the District of Columbia (unless provided
otherwise by future Treasury regulations); (iv) an estate whose income is
includible in gross income for United States income tax purposes regardless of
its source; or (v) a trust, if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. Persons have authority to control all substantial decisions of the
trust. Notwithstanding the last clause of the preceding sentence, to the extent
provided in Treasury regulations, certain trusts in existence on August 20,
1996, and treated as U.S. Persons prior to such date, may elect to continue to
be U.S. Persons.

            Underwriters' Exemption: Any exemption listed in footnote 1 of, and
amended by, Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002),
or any successor exemption.

            Underwriting Guidelines: The underwriting guidelines attached to the
Purchase Agreement.

            Unpaid Interest Amounts: As of any Distribution Date and any Class
of Certificates, the sum of (a) the portion of the Accrued Certificate Interest
Distribution Amount from prior Distribution Dates remaining unpaid and (b)
interest on such unpaid amount at the applicable Pass-Through Rate (to the
extent permitted by applicable law).

            Upper-Tier Regular Interest: As described in the Preliminary
Statement.

            Upper-Tier REMIC: As described in the Preliminary Statement.

            Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Class X
Certificates, if any (such Voting Rights to be allocated among the holders of
Certificates of each such Class in accordance with their respective Percentage
Interests), (b) 1% of all Voting Rights shall be allocated to the Class P
Certificates, if any, and (c) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.

            WAC Cap: With respect to the Mortgage Loans as of any Distribution
Date, a per annum rate equal to (a) the weighted average of the Adjusted Net
Mortgage Interest Rates for each Mortgage Loan then in effect on the beginning
of the related Due Period on the Mortgage Loans, multiplied by, in the case of
the Principal Certificates other than the Fixed Rate Certificates, (b) 30
divided by the actual number of days in the related Interest Accrual Period.



                                       41
<PAGE>

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

            Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trustee for the benefit of the
Certificateholders [and the Class A-1 Certificate Insurer,] without recourse,
all the right, title and interest of the Depositor in and to the Trust Fund, and
the Trustee, on behalf of the Trust, hereby accepts the Trust Fund.

            (b) In connection with the transfer and assignment of each Mortgage
Loan, the Depositor has delivered or caused to be delivered to the Trustee for
the benefit of the Certificateholders [and the Class A-1 Certificate Insurer]
the following documents or instruments with respect to each Mortgage Loan so
assigned:

            (i) the original Mortgage Note bearing all intervening endorsements,
      endorsed "Pay to the order of _____________, without recourse" and signed
      in the name of the last endorsee. To the extent that there is no room on
      the face of any Mortgage Note for an endorsement, the endorsement may be
      contained on an allonge, if state law so allows and the Trustee is so
      advised by the Depositor that state law so allows;

            (ii) the original of any guarantee executed in connection with the
      Mortgage Note;

            (iii) the original Mortgage with evidence of recording thereon. If
      in connection with any Mortgage Loan, [_______] or the Depositor cannot
      deliver or cause to be delivered the original Mortgage with evidence of
      recording thereon on or prior to the Closing Date because of a delay
      caused by the public recording office where such Mortgage has been
      delivered for recordation or because such Mortgage has been lost or
      because such public recording office retains the original recorded
      Mortgage, [_______] (to the extent that it has not previously delivered
      the same to the Purchaser or the Trustee) shall deliver or cause to be
      delivered to the Trustee, a photocopy of such Mortgage, together with (i)
      in the case of a delay caused by the public recording office, an Officer's
      Certificate of [_______] (or certified by the title company, escrow agent,
      or closing attorney) stating that such Mortgage has been dispatched to the
      appropriate public recording office for recordation and that the original
      recorded Mortgage or a copy of such Mortgage certified by such public
      recording office to be a true and complete copy of the original recorded
      Mortgage will be promptly delivered to the Trustee upon receipt thereof by
      [_______]; or (ii) in the case of a Mortgage where a public recording
      office retains the original recorded Mortgage or in the case where a
      Mortgage is lost after recordation in a public recording office, a copy of
      such Mortgage certified by such public recording office to be a true and
      complete copy of the original recorded Mortgage;

            (iv) the originals of all assumption, modification, consolidation or
      extension agreements, (if provided), with evidence of recording thereon or
      a certified true copy of such agreement submitted for recording;



                                       42
<PAGE>

            (v) except with respect to each MERS Designated Mortgage Loan, the
      original Assignment of Mortgage for each Mortgage Loan endorsed in blank
      and in recordable form;

            (vi) the originals of all intervening Assignments of Mortgage (if
      any) evidencing a complete chain of assignment from the applicable
      originator (or MERS with respect to each MERS Designated Mortgage Loan) to
      the last endorsee with evidence of recording thereon, or if any such
      intervening assignment has not been returned from the applicable recording
      office or has been lost or if such public recording office retains the
      original recorded Assignments of Mortgage, [_______] (to the extent that
      it has not previously delivered the same to the Purchaser or the Trustee)
      shall deliver or cause to be delivered to the Trustee, a photocopy of such
      intervening assignment, together with (A) in the case of a delay caused by
      the public recording office, an Officer's Certificate of [_______] (or
      certified by the title company, escrow agent, or closing attorney) stating
      that such intervening Assignment of Mortgage has been dispatched to the
      appropriate public recording office for recordation and that such original
      recorded intervening Assignment of Mortgage or a copy of such intervening
      Assignment of Mortgage certified by the appropriate public recording
      office to be a true and complete copy of the original recorded intervening
      assignment of mortgage will be promptly delivered to the Trustee upon
      receipt thereof by [_______]; or (B) in the case of an intervening
      assignment where a public recording office retains the original recorded
      intervening assignment or in the case where an intervening assignment is
      lost after recordation in a public recording office, a copy of such
      intervening assignment certified by such public recording office to be a
      true and complete copy of the original recorded intervening assignment;

            (vii) the original or duplicate lender's title policy and any riders
      thereto or, any one of an original title binder, an original or copy of
      the preliminary title report or an original or copy of the title
      commitment, and if, copies then certified by the title company; and

            (viii) a security agreement, chattel mortgage or equivalent document
      executed in connection with the Mortgage (if provided).

            Each Mortgage Loan for which a Mortgage Note is missing shall be
evidenced by a lost note affidavit as of the Closing Date. In the event one or
more lost note affidavits are provided to cover multiple missing Mortgage Notes
on the Closing Date, [_______] shall deliver to the Trustee the applicable
individual lost note affidavits within ten (10) Business Days of the Closing
Date. If [_______] fails to deliver the required individual lost note affidavits
within the specified period of time, the Trustee shall notify [_______] to take
such remedial actions, including, without limitation, the repurchase by
[_______] of such Mortgage Loan within 30 days of the Closing Date.

            [_______] shall deliver to the Trustee the applicable recorded
document promptly upon receipt from the respective recording office but in no
event later than 150 days from the Closing Date.



                                       43
<PAGE>

            If any Mortgage has been recorded in the name of Mortgage Electronic
Registration System, Inc. ("MERS") or its designee, no Assignment of Mortgage in
favor of the Trustee will be required to be prepared or delivered and instead,
the Servicer shall take all reasonable actions as are necessary at the expense
of the Depositor to cause the Trust to be shown as the owner of the related
Mortgage Loan on the records of MERS for the purpose of the system of recording
transfers of beneficial ownership of mortgages maintained by MERS.

            From time to time, [_______] shall forward, with respect to the
Mortgage Loans, to the Trustee additional original documents, additional
documents evidencing an assumption, modification, consolidation or extension of
a Mortgage Loan approved by [_______], in accordance with the terms of this
Agreement. All such mortgage documents held by the Trustee as to each Mortgage
Loan shall constitute the "Custodial File."

            On or prior to the Closing Date, [_______] shall deliver to the
Trustee Assignments of Mortgages, in blank, for each applicable Mortgage Loan
(except with respect to each MERS Designated Mortgage Loan). [_______] shall
cause the Assignments of Mortgage with completed recording information to be
provided to the Depositor in a reasonably acceptable manner. No later than
thirty (30) Business Days following the later of the Closing Date and the date
of receipt by the Depositor of the fully completed Assignments of Mortgages in
recordable form, the Depositor shall promptly submit or cause to be submitted
for recording, at the expense of [_______], at no expense to the Trust Fund, the
Trustee, [the Class A-1 Certificate Insurer] or the Depositor in the appropriate
public office for real property records, each Assignment of Mortgage referred to
in Section 2.01(b)(v). Notwithstanding the foregoing, however, for
administrative convenience and facilitation of servicing and to reduce closing
costs, the Assignments of Mortgage shall not be required to be completed and
submitted for recording with respect to any Mortgage Loan if the Trustee and
each Rating Agency [and the Class A-1 Certificate Insurer] has received an
opinion of counsel, satisfactory in form and substance to the Trustee, each
Rating Agency [and the Class A-1 Certificate Insurer,] to the effect that the
recordation of such Assignments of Mortgage in any specific jurisdiction is not
necessary to protect the Trustee's interest in the related Mortgage Note. If the
Assignment of Mortgage is to be recorded, the Mortgage shall be assigned by
[_______] at [_______]'s expense to "[_______] as trustee under the Pooling and
Servicing Agreement dated as of [_____], 200[_], GSAMP Trust 200[_]-[___]." In
the event that any such assignment is lost or returned unrecorded because of a
defect therein, with respect to the Mortgage Loans, [_______] shall promptly
prepare a substitute assignment to cure such defect and thereafter cause each
such assignment to be duly recorded.

            On or prior to the Closing Date, the Depositor shall deliver to the
Trustee and the Servicer a copy of the Data Tape Information in electronic,
machine readable medium in a form mutually acceptable to the Depositor, the
Servicer and the Trustee. Within ten (10) Business Days of the Closing Date, the
Depositor shall deliver a copy of the complete Mortgage Loan Schedule to the
Trustee[, the Class A-1 Certificate Insurer] and the Servicer.

            In the event, with respect to any Mortgage Loans, that such original
or copy of any document submitted for recordation to the appropriate public
recording office is not so delivered to the Trustee within 90 days following the
Closing Date, and in the event that [_______] does not cure such failure within
30 days of discovery of receipt of written


                                       44
<PAGE>

notification of such failure from the Depositor, the related Mortgage Loan
shall, upon the request of the Depositor, be repurchased by [_______] at the
price and in the manner specified in Section 2.03. The foregoing repurchase
remedy shall not apply in the event that [_______] cannot deliver such original
or copy of any document submitted for recordation to the appropriate public
recording office within the specified period due to a delay caused by the
recording office in the applicable jurisdiction; provided, that [_______] shall
instead deliver a recording receipt of such recording office or, if such
recording receipt is not available, an officer's certificate of an officer of
[_______] confirming that such document has been accepted for recording.

            Notwithstanding anything to the contrary contained in this Section
2.01, in those instances where the public recording office retains or loses the
original Mortgage or assignment after it has been recorded, the obligations of
[_______] shall be deemed to have been satisfied upon delivery by [_______] to
the Trustee prior to the Closing Date of a copy of such Mortgage or assignment,
as the case may be, certified (such certification to be an original thereof) by
the public recording office to be a true and complete copy of the recorded
original thereof.

            (c) The Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express
trust (the "Trust") to be known, for convenience, as "GSAMP Trust 200[_]-[___]"
and [_______] is hereby appointed as Trustee in accordance with the provisions
of this Agreement.

            (d) The Trust shall have the capacity, power and authority, and the
Trustee on behalf of the Trust is hereby authorized, to accept the sale,
transfer, assignment, set over and conveyance by the Depositor to the Trust of
all the right, title and interest of the Depositor in and to the Trust Fund
(including, without limitation, the Mortgage Loans) pursuant to Section 2.01(a).

            Section 2.02 Acceptance by the Trustee of the Mortgage Loans. The
Trustee acknowledges receipt of the documents identified in the Initial
Certification in the form annexed hereto as Exhibit E, and declares that it
holds and will hold such documents and the other documents delivered to it
pursuant to Section 2.01, and that it holds or will hold such other assets as
are included in the Trust Fund, in trust for the exclusive use and benefit of
all present and future Certificateholders [and the Class A-1 Certificate
Insurer]. The Trustee acknowledges that it will maintain possession of the
related Mortgage Notes in the State of [_______] unless otherwise permitted by
the Rating Agencies.

            Prior to and as a condition to the Closing, the Trustee shall
deliver via facsimile (with original to follow the next Business Day) to the
Depositor, the Servicer [and the Class A-1 Certificate Insurer] an Initial
Certification prior to the Closing Date, or as the Depositor agrees to, on the
Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage
for each Mortgage Loan with any exceptions thereon. The Trustee shall not be
responsible to verify the validity, sufficiency or genuineness of any document
in any Custodial File.

            On the Closing Date, the Trustee shall ascertain that all documents
required to be reviewed by it are in its possession, and shall deliver to the
Depositor, the Servicer [and the Class A-1 Certificate Insurer] an Initial
Certification, in the form annexed hereto as Exhibit E, and shall deliver to the
Depositor, the Servicer [and the Class A-1 Certificate Insurer] Document



                                       45
<PAGE>

Certification and Exception Report, in the form annexed hereto as Exhibit F,
within 90 days after the Closing Date to the effect that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or any Mortgage Loan specifically identified in such certification as an
exception and not covered by such certification): (i) all documents required to
be reviewed by it are in its possession; (ii) such documents have been reviewed
by it and appear regular on their face and relate to such Mortgage Loan; (iii)
based on its examination and only as to the foregoing documents, the information
set forth in items (1), (2) and (13) of the Mortgage Loan Schedule and items
(1), (2) and (13) of the Data Tape Information respecting such Mortgage Loan is
correct; and (iv) each Mortgage Note has been endorsed as provided in Section
2.01 of this Agreement. The Trustee shall not be responsible to verify the
validity, sufficiency or genuineness of any document in any Custodial File.

            The Trustee shall retain possession and custody of each Custodial
File in accordance with and subject to the terms and conditions set forth
herein. The Servicer shall promptly deliver to the Trustee, upon the execution
or receipt thereof, the originals of such other documents or instruments
constituting the Custodial File as come into the possession of such Servicer
from time to time.

            [_______] shall deliver to the Servicer copies of all trailing
documents required to be included in the Custodial File at the same time the
original or certified copies thereof are delivered to the Trustee, including but
not limited to such documents as the title insurance policy and any other
Mortgage Loan documents upon return from the public recording office. The
documents shall be delivered by [_______] at [_______]'s expense to the Servicer
and in no event shall the Servicer be responsible for such expense.

            Section 2.03 Representations, Warranties and Covenants of the
Servicer and [_______]. (a) [_______] hereby makes the representations and
warranties set forth in Schedule II hereto to the Depositor, [_______][,the
Class A-1 Certificate Insurer] and the Trustee as of the Closing Date.

            (b) [_______] hereby makes the representations and warranties set
forth in Schedule III hereto to the Depositor, [_______], the Trustee [and the
Class A-1 Certificate Insurer].

            (c) It is understood and agreed by the Servicer and [_______] that
the representations and warranties set forth in this Section 2.03 shall survive
the transfer of the Mortgage Loans by the Depositor to the Trustee, and shall
inure to the benefit of the Depositor, the Trustee [and the Class A-1
Certificate Insurer] notwithstanding any restrictive or qualified endorsement on
any Mortgage Note or Assignment of Mortgage or the examination or failure to
examine any Mortgage File. Upon discovery by any of [_______], the Depositor,
the Trustee, the Servicer [or the Class A-1 Certificate Insurer] of a breach of
any of the foregoing representations and warranties, the party discovering such
breach shall give prompt written notice to the other.

            (d) Within 60 days of the earlier of either discovery by or notice
to [_______] of any breach of a representation or warranty set forth in Section
2.03(b) that materially and adversely affects the value of any Mortgage Loan or
the interest of the Trustee or the


                                       46
<PAGE>

Certificateholders therein, [_______] shall use its best efforts to cause to be
remedied a material defect in a document constituting part of a Mortgage File or
promptly to cure such breach in all material respects and, if such defect or
breach cannot be remedied, [_____] shall repurchase such Mortgage Loan (a
"Deleted Mortgage Loan") from the Trust Fund at the Repurchase Price. In the
event that a breach shall involve any representation or warranty set forth in
Schedule III, and such breach cannot be cured within 60 days of the earlier of
either discovery by or notice to [_______] of such breach, all of the Mortgage
Loans shall, at the Depositor's option, be repurchased by [_______] at the
Repurchase Price. Notwithstanding the foregoing, a breach (x) which causes a
Mortgage Loan not to constitute a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code or (y) by [_______] of any of the representations
and warranties set forth in paragraphs (jj), (kk), (ll), (nn), (oo), (pp) or
(ddd) of Schedule III, in each case, will be deemed automatically to materially
and adversely affect the value of such Mortgage Loan and the interests of the
Trustee and Certificateholders in such Mortgage Loan. In the event that the
Trustee receives notice of a breach by [_______] of any of the representations
and warranties set forth in paragraphs (jj), (kk), (ll), (nn), (oo), (pp) or
(ddd) of Schedule III, the Trustee shall give notice of such breach to [_______]
and request [_______] to repurchase the Mortgage Loan at the Repurchase Price
within sixty (60) days of [_______]'s receipt of such notice. [_______] shall
repurchase each such Deleted Mortgage Loan within 30 days of the earlier of
discovery or receipt of notice with respect to each such Deleted Mortgage Loan.

            (e) In connection with any repurchase or substitution of a Mortgage
Loan pursuant to this Section 2.03 or Section 2.07, the Servicer shall, based on
information provided by [_______], amend the Mortgage Loan Schedule for the
benefit of the Certificateholders to reflect the removal of such Deleted
Mortgage Loan and the substitution of the Substitute Mortgage Loan or Loans and
the Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee
[and the Class A-1 Certificate Insurer]. Upon any such repurchase or any
substitution and the deposit to the Collection Account of any Substitution
Adjustment Amount, the Trustee shall release the Mortgage File held for the
benefit of the Certificateholders relating to such Deleted Mortgage Loan to
[_______] and shall execute and deliver at the direction of [_______] such
instruments of transfer or assignment prepared by [_______] in each case without
recourse, as shall be necessary to vest title in [_______], or its designee, the
Trustee's interest in any Deleted Mortgage Loan substituted for pursuant to this
Section 2.03.

            (f) In addition to such repurchase obligation, [_______] shall
indemnify the Depositor, any of its Affiliates, the Servicer, the Trustee [and
the Class A-1 Certificate Insurer] and hold such parties harmless against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and other costs and expenses resulting from
any claim, demand, defense or assertion based on or grounded upon, or resulting
from, a breach by [_______] of any of its representations and warranties
contained in the Purchase Agreement or this Agreement.

            (g) For any month in which [_______] substitutes one or more
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer
will determine the amount (if any) by which the aggregate unpaid principal
balance of all such Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Stated Principal Balance of all such Deleted Mortgage
Loans (after application of the scheduled principal portion of the Scheduled
Payments due in the Due Period of substitution).



                                       47
<PAGE>

            (h) In the event that a Mortgage Loan shall have been repurchased
pursuant to this Agreement, the Repurchase Price therefor shall be deposited in
the related Collection Account by the Servicer pursuant to Section 3.10 on or
before the next Remittance Date and upon such deposit of the Repurchase Price
and receipt of a Request for Release in the form of Exhibit J hereto, the
Trustee shall release the related Custodial File held for the benefit of the
Certificateholders to such Person as directed by the Servicer, and the Trustee
shall execute and deliver at such Person's direction such instruments of
transfer or assignment prepared by such Person, in each case without recourse,
as shall be necessary to transfer title from the Trustee. It is understood and
agreed that the obligation under this Agreement of any Person to cure,
repurchase or replace any Mortgage Loan as to which a breach has occurred and is
continuing, together with any related indemnification obligations, shall
constitute the sole remedy against such Persons respecting such breach available
to Certificateholders, the Depositor, the Servicer[, the Class A-1 Certificate
Insurer] or the Trustee on their behalf.

            The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Custodial Files to the Trustee for
the benefit of the Certificateholders.

            Section 2.04 Non-Qualified Mortgages. Upon discovery by the
Depositor, [_______], the Servicer or the Trustee that any Mortgage Loan does
not constitute a "qualified mortgage" within the meaning of Section 860G(a)(3)
of the Code, the party discovering such fact shall promptly (and in any event
within five (5) Business Days of discovery) give written notice thereof to the
other parties. In connection therewith, the Trustee shall require [_______] to
repurchase the affected Mortgage Loan within 30 days of the earlier of discovery
or receipt of notice in the same manner as it would a Mortgage Loan for a breach
of representation or warranty made pursuant to Section 2.03. The Trustee shall
reconvey to [_______] the Mortgage Loan to be released pursuant hereto in the
same manner, and on the same terms and conditions, as it would a Mortgage Loan
repurchased for breach of a representation or warranty contained in Section
2.03.

            Section 2.05 Execution and Delivery of Certificates. The Trustee
acknowledges the transfer and assignment to it of the Trust Fund and,
concurrently with such transfer and assignment, has executed and delivered to or
upon the order of the Depositor, the Certificates in authorized denominations
evidencing directly or indirectly the entire ownership of the Trust Fund. The
Trustee agrees to hold the Trust Fund and exercise the rights referred to above
for the benefit of all present and future Holders of the Certificates[, and for
the benefit of the Class A-1 Certificate Insurer (and all references in this
Agreement for the benefit of or actions on behalf of the Class A-1
Certificateholders shall be deemed to include the Class A-1 Certificate
Insurer). The Trustee shall cooperate with all reasonable requests by the Class
A-1 Certificate Insurer regarding action to preserve or enforce the Class A-1
Certificate Insurer's rights or interests under this Agreement and the Class A-1
Certificates].

            Section 2.06 REMIC Matters. The Preliminary Statement sets forth the
designations for federal income tax purposes of all interests created hereby.
The "Start-up Day" for purposes of the REMIC Provisions shall be the Closing
Date. The "latest possible maturity date" is the Distribution Date in [_____],
20[__], which is the Distribution Date following the latest Mortgage Loan
maturity date. Amounts paid to the Class X Certificates (prior to any



                                       48
<PAGE>

reduction for any Basis Risk Payment) shall be deemed paid from the Upper-Tier
REMIC in respect of the Class X Interest to the holders of the Class X
Certificates prior to the distribution of Basis Risk Payments to the Principal
Certificates.

            Section 2.07 Representations and Warranties of the Depositor. The
Depositor hereby represents, warrants and covenants to the Trustee, [the Class
A-1 Certificate Insurer,] the Servicer and [_______] that as of the date of this
Agreement or as of such date specifically provided herein:

            (a) The Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware;

            (b) The Depositor has the corporate power and authority to convey
the Mortgage Loans and to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by, this Agreement;

            (c) This Agreement has been duly and validly authorized, executed
and delivered by the Depositor, all requisite corporate action having been
taken, and, assuming the due authorization, execution and delivery hereof by the
Servicer, and the Trustee, constitutes or will constitute the legal, valid and
binding agreement of the Depositor, enforceable against the Depositor in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally, and by general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law);

            (d) No consent, approval, authorization or order of or registration
or filing with, or notice to, any governmental authority or court is required
for the execution, delivery and performance of or compliance by the Depositor
with this Agreement or the consummation by the Depositor of any of the
transactions contemplated hereby, except as have been made on or prior to the
Closing Date;

            (e) None of the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby or thereby, or the
fulfillment of or compliance with the terms and conditions of this Agreement,
(i) conflicts or will conflict with or results or will result in a breach of, or
constitutes or will constitute a default or results or will result in an
acceleration under (A) the charter or bylaws of the Depositor, or (B) of any
term, condition or provision of any material indenture, deed of trust, contract
or other agreement or instrument to which the Depositor or any of its
subsidiaries is a party or by which it or any of its subsidiaries is bound; (ii)
results or will result in a violation of any law, rule, regulation, order,
judgment or decree applicable to the Depositor of any court or governmental
authority having jurisdiction over the Depositor or its subsidiaries; or (iii)
results in the creation or imposition of any lien, charge or encumbrance which
would have a material adverse effect upon the Mortgage Loans or any documents or
instruments evidencing or securing the Mortgage Loans;

            (f) There are no actions, suits or proceedings before or against or
investigations of, the Depositor pending, or to the knowledge of the Depositor,
threatened, before any court, administrative agency or other tribunal, and no
notice of any such action, which, in the


                                       49
<PAGE>

Depositor's reasonable judgment, might materially and adversely affect the
performance by the Depositor of its obligations under this Agreement, or the
validity or enforceability of this Agreement;

            (g) The Depositor is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency that may materially and adversely affect its
performance hereunder; and

            (h) Immediately prior to the transfer and assignment by the
Depositor to the Trustee on the Closing Date, the Depositor had good title to,
and was the sole owner of each Mortgage Loan, free of any interest of any other
Person, and the Depositor has transferred all right, title and interest in each
Mortgage Loan to the Trustee. The transfer of each Mortgage Note and each
Mortgage as and in the manner contemplated by this Agreement is sufficient
either (i) fully to transfer to the Trustee, for the benefit of the
Certificateholders [and for the benefit of the Class A-1 Certificate Insurer],
all right, title, and interest of the Depositor thereto as note holder and
mortgagee or (ii) to grant to the Trustee, for the benefit of the
Certificateholders [and for the benefit of the Class A-1 Certificate Insurer],
the security interest referred to in Section 10.04; and

            (i) No Mortgage Loan that is a Group I Mortgage Loan or a Group II
Mortgage Loan had a Prepayment Premium with a term in excess of three years from
the applicable origination date.

            It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.07 shall survive delivery of the
respective Custodial Files to the Trustee or to a custodian, as the case may be,
and shall inure to the benefit of the Trustee.

            Within 30 days of the earlier of either discovery by or notice to
the Depositor of a breach of the representations and warranties set forth in
clause (h) above that materially and adversely affects the value of any Mortgage
Loan or the interest of the Trustee or the Certificateholders therein, the
Depositor shall use its best efforts to promptly cure such breach in all
material respects and if such defect or breach cannot be remedied, the Depositor
shall either (i) if such 30-day period expires prior to the second anniversary
of the Closing Date, remove such Deleted Mortgage Loan from the Trust Fund and
substitute in its place a Substitute Mortgage Loan, in the manner and subject to
the conditions set forth in Section 2.03, or (ii) repurchase such Mortgage Loan
at the Repurchase Price. Any such substitution or repurchase shall be conducted
in the same manner as set forth in Section 2.03. The obligations of the
Depositor to cure such breach or to substitute or purchase any Mortgage Loan
constitute the sole remedies respecting a material breach of any such
representation or warranty to the Holders of the Certificates and the Trustee.



                                       50
<PAGE>

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

            Section 3.01 Servicer to Service Mortgage Loans. (a) For and on
behalf of the Certificateholders [and for the benefit of the Class A-1
Certificate Insurer (and all reference in this Agreement for the benefit of
actions on behalf of the Class A-1 Certificateholders shall be deemed to include
the Class A-1 Certificate Insurer)], the Servicer shall service and administer
the Mortgage Loans in accordance with the terms of this Agreement and the
respective Mortgage Loans, to the extent consistent with such terms, in
compliance with all applicable federal, state and local laws, and in the same
manner in which it services and administers similar mortgage loans for its own
portfolio, giving due consideration to customary and usual standards of practice
of mortgage lenders and loan servicers administering similar mortgage loans but
without regard to:

            (i) any relationship that the Servicer, any Subservicer or any
      Affiliate of the Servicer or any Subservicer may have with the related
      Mortgagor;

            (ii) the ownership or non-ownership of any Certificate by the
      Servicer or any Affiliate of the Servicer;

            (iii) the Servicer's obligation to make P&I Advances or Servicing
      Advances; or

            (iv) the Servicer's or any Subservicer's right to receive
      compensation for its services hereunder or with respect to any particular
      transaction.

            To the extent consistent with the foregoing, the Servicer shall seek
to maximize the timely and complete recovery of principal and interest on the
related Mortgage Notes. Subject only to the above-described servicing standards
and the terms of this Agreement and of the respective Mortgage Loans, the
Servicer shall have full power and authority, acting alone or through
Subservicers as provided in Section 3.02, to do or cause to be done any and all
things in connection with such servicing and administration which it may deem
necessary or desirable. Without limiting the generality of the foregoing, the
Servicer in its own name or in the name of a Subservicer is hereby authorized
and empowered by the Trustee when the Servicer believes it appropriate in its
best judgment in accordance with Accepted Servicing Practices, to execute and
deliver any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the related Mortgage Loans and the Mortgaged Properties and to institute
foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert
the ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and in the name of the Trust. The Servicer
shall service and administer the related Mortgage Loans in accordance with
applicable state and federal law and shall provide to the Mortgagors any reports
required to be provided to them thereby. The Servicer shall also comply in the
performance of this Agreement with all reasonable rules and requirements of each
insurer under any standard hazard insurance policy. Subject to Section 3.16, the
Trustee shall execute, at the written request of the Servicer, and furnish to
the Servicer and any Subservicer such documents as are necessary or appropriate
to


                                       51
<PAGE>

enable the Servicer or any Subservicer to carry out their servicing and
administrative duties hereunder, and the Trustee hereby grants to the Servicer,
and this Agreement shall constitute, a power of attorney to carry out such
duties including a power of attorney to take title to Mortgaged Properties after
foreclosure on behalf of the Trustee and in the name of the Trust. The Trustee
shall execute any power of attorney furnished to it by the Servicer in favor of
the Servicer for the purposes described herein to the extent necessary or
desirable to enable the Servicer to perform its duties hereunder. The Trustee
shall not be liable for the actions of the Servicer or any Subservicers under
such powers of attorney.

            (b) Subject to Section 3.09(b), in accordance with the standards of
the preceding paragraph, the Servicer shall advance or cause to be advanced
funds as necessary for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09(b), and further as provided in Section 3.11.
Any cost incurred by the Servicer or by Subservicers in effecting the timely
payment of taxes and assessments on a Mortgaged Property shall not be added to
the unpaid principal balance of the related Mortgage Loan, notwithstanding that
the terms of such Mortgage Loan so permit.

            (c) Notwithstanding anything in this Agreement to the contrary, the
Servicer shall not make any future advances with respect to a Mortgage Loan
(except as provided in Section 4.01) and the Servicer shall not (i) permit any
modification with respect to any Mortgage Loan that would change the Mortgage
Interest Rate, reduce or increase the principal balance (except for reductions
resulting from actual payments of principal) or change the final maturity date
on such Mortgage Loan (except for (A) a reduction of interest payments resulting
from the application of the Servicemembers Civil Relief Act or any similar state
statutes or (B) as provided in Section 3.07, if the Mortgagor is in default with
respect to the Mortgage Loan or such default is, in the judgment of the
Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or
amendment of any term of any Mortgage Loan that would both (A) effect an
exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or
final, temporary or proposed Treasury regulations promulgated thereunder) and
(B) cause either Trust REMIC to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions after the
start-up day" under the REMIC Provisions, or (iii) except as provided in Section
3.07(a), waive any Prepayment Premiums.

            (d) The Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Servicer
from the responsibilities or liabilities arising under this Agreement.

            (e) Prior to the Servicing Transfer Date, the Depositor shall cause
the applicable Mortgage Loans to be serviced pursuant to interim servicing
agreements currently in place relating to such Mortgage Loans.



                                       52
<PAGE>

            Section 3.02 Subservicing Agreements between the Servicer and
Subservicers. (a) The Servicer may enter into subservicing agreements with
subservicers (each, a "Subservicer"), for the servicing and administration of
the Mortgage Loans ("Subservicing Agreements").

            (b) Each Subservicer shall be (i) authorized to transact business in
the state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the
Subservicer to perform its obligations hereunder and under the Subservicing
Agreement, (ii) an institution approved as a mortgage loan originator by the
Federal Housing Administration or an institution that has deposit accounts
insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage
servicer. Each Subservicing Agreement must impose on the Subservicer
requirements conforming to the provisions set forth in Section 3.08 and provide
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Servicer will examine each Subservicing Agreement and will be familiar with
the terms thereof. The terms of any Subservicing Agreement will not be
inconsistent with any of the provisions of this Agreement. The Servicer and the
respective Subservicers may enter into and make amendments to the Subservicing
Agreements or enter into different forms of Subservicing Agreements; provided,
however, that any such amendments or different forms shall be consistent with
and not violate the provisions of this Agreement, and that no such amendment or
different form shall be made or entered into which could be reasonably expected
to be materially adverse to the interests of the Trustee [or the Class A-1
Certificate Insurer], without the consent of the Trustee [or the Class A-1
Certificate Insurer, respectively]. Any variation without the consent of the
Trustee [and the Class A-1 Certificate Insurer] from the provisions set forth in
Section 3.08 relating to insurance or priority requirements of Subservicing
Accounts, or credits and charges to the Subservicing Accounts or the timing and
amount of remittances by the Subservicers to the Servicer, are conclusively
deemed to be inconsistent with this Agreement and therefore prohibited. The
Servicer shall deliver to the Trustee[, the Class A-1 Certificate Insurer] and
the Depositor copies of all Subservicing Agreements, and any amendments or
modifications thereof, promptly upon such Servicer's execution and delivery of
such instruments.

            (c) As part of its servicing activities hereunder, the Servicer
(except as otherwise provided in the last sentence of this paragraph), for the
benefit of the Trustee, shall enforce the obligations of each Subservicer under
the related Subservicing Agreement to which the Servicer is a party, including,
without limitation, any obligation to make advances in respect of delinquent
payments as required by a Subservicing Agreement. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of Subservicing
Agreements, and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Servicer, in its good
faith business judgment, would require were it the owner of the related Mortgage
Loans. The Servicer shall pay the costs of such enforcement at its own expense,
and shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement, to the extent, if any, that such recovery exceeds all amounts
due in respect of the related Mortgage Loans or (ii) from a specific recovery of
costs, expenses or attorneys' fees against the party against whom such
enforcement is directed.

            Section 3.03 Successor Subservicers. The Servicer shall be entitled
to terminate any Subservicing Agreement to which the Servicer is a party and the
rights and obligations of any Subservicer pursuant to any Subservicing Agreement
in accordance with the terms and


                                       53
<PAGE>

conditions of such Subservicing Agreement. In the event of termination of any
Subservicer, all servicing obligations of such Subservicer shall be assumed
simultaneously by the Servicer without any act or deed on the part of such
Subservicer or the Servicer, and the Servicer either shall service directly the
related Mortgage Loans or shall enter into a Subservicing Agreement with a
successor Subservicer which qualifies under Section 3.02.

            Any Subservicing Agreement shall include the provision that such
agreement may be immediately terminated by the Depositor or the Trustee without
fee, in accordance with the terms of this Agreement, in the event that the
Servicer which is a party to the related Subservicing Agreement shall, for any
reason, no longer be a Servicer (including termination due to an Event of
Default).

            Section 3.04 Liability of the Servicer. Notwithstanding any
Subservicing Agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a Subservicer or reference
to actions taken through a Subservicer or otherwise, the Servicer shall remain
obligated and primarily liable to the Trustee for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms and conditions as if
the Servicer alone were servicing and administering such Mortgage Loans. The
Servicer shall be entitled to enter into any agreement with a Subservicer for
indemnification of the Servicer by such Subservicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.

            Section 3.05 No Contractual Relationship between Subservicers and
the Trustee. Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
Servicer alone, and the Trustee (or any successor to such Servicer) shall not be
deemed a party thereto and shall have no claims, rights, obligations, duties or
liabilities with respect to the Subservicer except as set forth in Section 3.06.
The Servicer shall be solely liable for all fees owed by it to any Subservicer,
irrespective of whether the Servicer's compensation pursuant to this Agreement
is sufficient to pay such fees.

            Section 3.06 Assumption or Termination of Subservicing Agreements by
Trustee. In the event the Servicer at any time shall for any reason no longer be
the Servicer (including by reason of the occurrence of an Event of Default), the
Trustee, or its designee, or the successor Servicer if the successor Servicer is
not the Trustee, shall thereupon assume all of the rights and obligations of the
Servicer under each Subservicing Agreement that the Servicer may have entered
into, with copies thereof provided to the Trustee prior to the Trustee assuming
such rights and obligations, unless the Trustee elects to terminate any
Subservicing Agreement in accordance with its terms as provided in Section 3.03.

            Upon such assumption, the Trustee, its designee or the successor
servicer shall be deemed, subject to Section 3.03, to have assumed all of the
Servicer's interest therein and to have replaced the Servicer as a party to each
Subservicing Agreement to which the predecessor Servicer was a party to the same
extent as if each Subservicing Agreement had been assigned to the assuming
party, except that (i) the Servicer shall not thereby be relieved of any
liability or


                                       54
<PAGE>

obligations under any Subservicing Agreement that arose before it ceased to be a
Servicer and (ii) none of the Depositor, the Trustee, their designees or any
successor to such Servicer shall be deemed to have assumed any liability or
obligation of such Servicer that arose before it ceased to be the Servicer.

            The Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to each
Subservicing Agreement to which it is a party and the Mortgage Loans then being
serviced by it and an accounting of amounts collected and held by or on behalf
of it, and otherwise use its best efforts to effect the orderly and efficient
transfer of the Subservicing Agreements to the assuming party.

            Section 3.07 Collection of Certain Mortgage Loan Payments. (a) The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Mortgage Loans and shall, to the extent such
procedures shall be consistent with this Agreement and the terms and provisions
of any applicable Insurance Policies, follow such collection procedures as it
would follow with respect to mortgage loans comparable to the Mortgage Loans and
held for its own account. Consistent with the foregoing and Accepted Servicing
Practices, the Servicer may (i) waive any late payment charge or, if applicable,
any penalty interest, or (ii) extend the due dates for the Scheduled Payments
due on a Mortgage Note for a period of not greater than 180 days; provided, that
any extension pursuant to clause (ii) above shall not affect the amortization
schedule of any Mortgage Loan for purposes of any computation hereunder, except
as provided below. In the event of any such arrangement pursuant to clause (ii)
above, the Servicer shall make timely advances on such Mortgage Loan during such
extension pursuant to Section 4.01 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements, subject to Section 4.01(d) pursuant to which the Servicer shall
not be required to make any such advances that are Nonrecoverable P&I Advances.
Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or in the judgment of the Servicer, such default is reasonably foreseeable, the
Servicer, consistent with the standards set forth in Section 3.01, may also
waive, modify or vary any term of such Mortgage Loan (including modifications
that would change the Mortgage Interest Rate, forgive the payment of principal
or interest, extend the final maturity date of such Mortgage Loan or waive, in
whole or in part, a Prepayment Premium), accept payment from the related
Mortgagor of an amount less than the Stated Principal Balance in final
satisfaction of such Mortgage Loan, or consent to the postponement of strict
compliance with any such term or otherwise grant indulgence to any Mortgagor
(any and all such waivers, modifications, variances, forgiveness of principal or
interest, postponements, or indulgences collectively referred to herein as
"Forbearance"); provided, however, that the Servicer's approval of a
modification of a Due Date shall not be considered a modification for purposes
of this sentence; provided, further, that the final maturity date of any
Mortgage Loan may not be extended beyond the Final Scheduled Distribution Date
for the Principal Certificates. The Servicer's analysis supporting any
Forbearance and the conclusion that any Forbearance meets the standards of
Section 3.01 shall be reflected in writing in the applicable Servicing File or
on the Servicer's servicing records. In addition, notwithstanding the foregoing,
the Servicer may also waive (or permit a Subservicer to waive), in whole or in
part, a Prepayment Premium if such waiver would, in the Servicer's judgment,
maximize recoveries on the related Mortgage Loan or if such Prepayment Premium
is (i) not permitted to be collected by applicable law, or the collection
thereof would be considered "predatory" pursuant to written guidance published
by


                                       55
<PAGE>

any applicable federal, state or local regulatory authority having jurisdiction
over such matters, or (ii) the enforceability thereof is limited (1) by
bankruptcy, insolvency, moratorium, receivership or other similar laws relating
to creditor's rights or (2) due to acceleration in connection with a foreclosure
or other involuntary payment. If a Prepayment Premium is waived other than as
permitted in this Section 3.07(a), then the Servicer is required to pay the
amount of such waived Prepayment Premium, for the benefit of the Holders of the
Class P Certificates, by depositing such amount into the related Collection
Account together with and at the time that the amount prepaid on the related
Mortgage Loan is required to be deposited into the related Collection Account;
provided, however, that the Servicer shall not have an obligation to pay the
amount of any uncollected Prepayment Premium if the failure to collect such
amount is the direct result of inaccurate or incomplete information on the
Mortgage Loan Schedule in effect at such time.

            (b) The Servicer shall give notice to the Trustee, each Rating
Agency and the Depositor of any proposed change of the location of the
Collection Account within a reasonable period of time prior to any change
thereof.

            Section 3.08 Subservicing Accounts. In those cases where a
Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement,
the Subservicer will be required to establish and maintain one or more accounts
(collectively, the "Subservicing Account"). The Subservicing Account shall be an
Eligible Account and shall otherwise be acceptable to the Servicer. The
Subservicer shall deposit in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Subservicer's
receipt thereof, all proceeds of Mortgage Loans received by the Subservicer less
its servicing compensation to the extent permitted by the Subservicing
Agreement, and shall thereafter deposit such amounts in the Subservicing
Account, in no event more than two Business Days after the deposit of such funds
into the clearing account. The Subservicer shall thereafter deposit such
proceeds in the Collection Account of the Servicer or remit such proceeds to the
Servicer for deposit in the Collection Account of the Servicer not later than
two Business Days after the deposit of such amounts in the Subservicing Account.
For purposes of this Agreement, the Servicer shall be deemed to have received
payments on the Mortgage Loans when the Subservicer receives such payments.

            Section 3.09 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts. (a) The Servicer shall ensure that each of the Mortgage Loans
shall be covered by a paid-in-full, life-of-the-loan tax service contract in
effect with respect to each First Lien Mortgage Loan (each, a "Tax Service
Contract"). Each Tax Service Contract shall be assigned to the Trustee, or its
designee, at the Servicer's expense in the event that Servicer is terminated as
Servicer of the related Mortgage Loan.

            (b) To the extent that the services described in this paragraph (b)
are not otherwise provided pursuant to the Tax Service Contracts described in
paragraph (a) hereof, the Servicer undertakes to perform such functions with
respect to the Mortgage Loans. To the extent the related Mortgage Loan provides
for Escrow Payments, the Servicer shall establish and maintain, or cause to be
established and maintained, one or more accounts (the "Escrow


                                       56
<PAGE>

Accounts"), which shall be Eligible Accounts. The Servicer shall deposit in the
clearing account (which account must be an Eligible Account) in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Servicer's receipt thereof, all collections
from the Mortgagors (or related advances from Subservicers) for the payment of
taxes, assessments, hazard insurance premiums and comparable items for the
account of the Mortgagors ("Escrow Payments") collected on account of the
Mortgage Loans and shall thereafter deposit such Escrow Payments in the Escrow
Accounts, in no event more than two Business Days after the deposit of such
funds in the clearing account, for the purpose of effecting the payment of any
such items as required under the terms of this Agreement. Withdrawals of amounts
from an Escrow Account may be made only to (i) effect payment of taxes,
assessments, fire and hazard insurance premiums, condominium charges and
comparable items; (ii) reimburse the Servicer (or a Subservicer to the extent
provided in the related Subservicing Agreement) out of related collections for
any advances made pursuant to Section 3.01 (with respect to taxes and
assessments) and Section 3.13 (with respect to hazard insurance); (iii) refund
to Mortgagors any sums as may be determined to be overages; (iv) apply to the
restoration or repair of the Mortgaged Property in accordance with the Section
3.13; (v) transfer to the Collection Account and application to reduce the
principal balance of the Mortgage Loan in accordance with the terms of the
related Mortgage and Mortgage Note; (vi) pay interest to the Servicer and, if
required and as described below, to Mortgagors on balances in the Escrow
Account; (vii) clear and terminate the Escrow Account at the termination of the
Servicer's obligations and responsibilities in respect of the related Mortgage
Loans under this Agreement; or (viii) recover amounts deposited in error or for
which amounts previously deposited are returned due to a "not sufficient funds"
or other denial of payment by the related Mortgagor's banking institution. As
part of its servicing duties, the Servicer or Subservicers shall pay to the
Mortgagors interest on funds in Escrow Accounts, to the extent required by law
and, to the extent that interest earned on funds in the Escrow Accounts is
insufficient, to pay such interest from its or their own funds, without any
reimbursement therefor. To the extent that a Mortgage does not provide for
Escrow Payments, the Servicer shall use commercially reasonable efforts
consistent with Accepted Servicing Practices to determine whether any such
payments are made by the Mortgagor in a manner and at a time that avoids the
loss of the Mortgaged Property due to a tax sale or the foreclosure as a result
of a tax lien. The Servicer assumes full responsibility for the payment of all
such bills within such time and shall effect payments of all such bills
irrespective of the Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments and shall make advances from its own funds to
effect such payments; provided, however, that such advances are deemed to be
Servicing Advances.

            Section 3.10 Collection Accounts. (a) On behalf of the Trustee, the
Servicer shall establish and maintain, or cause to be established and
maintained, one or more segregated Eligible Accounts (each such account or
accounts, a "Collection Account"), held in trust for the benefit of the Trustee.
Funds in the Collection Account shall not be commingled with any other funds of
the Servicer. On behalf of the Trustee, the Servicer shall deposit or cause to
be deposited in the clearing account (which account must be an Eligible Account)
in which it customarily deposits payments and collections on mortgage loans in
connection with its mortgage loan servicing activities on a daily basis, and in
no event more than one Business Day after the Servicer's receipt thereof, and
shall thereafter deposit in the related Collection Account, in no event more
than two Business Days after the deposit of such funds into the clearing

                                       57
<PAGE>

account, as and when received or as otherwise required hereunder, the following
payments and collections received or made by it subsequent to the Cut-off Date
(other than in respect of principal or interest on the related Mortgage Loans
due on or before the Cut-off Date), or payments (other than Principal
Prepayments) received by it on or prior to the related Cut-off Date but
allocable to a Due Period subsequent thereto:

            (i) all payments on account of principal, including Principal
      Prepayments, on the Mortgage Loans;

            (ii) all payments on account of interest (net of the related
      Servicing Fee) on each Mortgage Loan;

            (iii) all Insurance Proceeds and Condemnation Proceeds (to the
      extent such Insurance Proceeds and Condemnation Proceeds are not to be
      applied to the restoration of the related Mortgaged Property or released
      to the related Mortgagor in accordance with the express requirements of
      law or in accordance with prudent and customary servicing practices) and
      all Liquidation Proceeds;

            (iv) any amounts required to be deposited pursuant to Section 3.12
      in connection with any losses realized on Permitted Investments with
      respect to funds held in the related Collection Account;

            (v) any amounts required to be deposited by the Servicer pursuant to
      the second paragraph of Section 3.13(a) in respect of any blanket policy
      deductibles;

            (vi) all proceeds of any Mortgage Loan repurchased or purchased in
      accordance with this Agreement; and

            (vii) all Prepayment Premiums collected by the Servicer.

            The foregoing requirements for deposit in the Collection Accounts
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges, NSF
fees, reconveyance fees, assumption fees and other similar fees and charges need
not be deposited by the Servicer in the related Collection Account and shall,
upon collection, belong to the Servicer as additional compensation for its
servicing activities. In the event the Servicer shall deposit in the related
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from its Collection Account, any provision herein
to the contrary notwithstanding.

            (b) Funds in the Collection Accounts may be invested in Permitted
Investments in accordance with the provisions set forth in Section 3.12. The
Servicer shall give notice to the Trustee and the Depositor of the location of
the related Collection Account maintained by it when established and prior to
any change thereof.



                                       58
<PAGE>

            Section 3.11 Withdrawals from the Collection Accounts. (a) The
Servicer shall, from time to time, make withdrawals from the related Collection
Account for any of the following purposes or as described in Section 4.01:

            (i) on or prior to the Remittance Date, to remit to the Trustee (A)
      the Trustee Fee with respect to such Distribution Date and (B) all
      Available Funds in respect of the related Distribution Date together with
      all amounts representing Prepayment Premiums from the Mortgage Loans
      received during the related Prepayment Period;

            (ii) to reimburse the Servicer for P&I Advances, but only to the
      extent of amounts received which represent Late Collections (net of the
      related Servicing Fees) of Scheduled Payments on Mortgage Loans with
      respect to which such P&I Advances were made in accordance with the
      provisions of Section 4.01;

            (iii) to pay the Servicer or any Subservicer (A) any unpaid
      Servicing Fees or (B) any unreimbursed Servicing Advances with respect to
      each Mortgage Loan serviced by the Servicer, but only to the extent of any
      Late Collections, Liquidation Proceeds, Condemnation Proceeds, Insurance
      Proceeds or other amounts as may be collected by the Servicer from a
      Mortgagor, or otherwise received with respect to such Mortgage Loan (or
      the related REO Property);

            (iv) to pay to the Servicer as servicing compensation (in addition
      to the Servicing Fee) on the Remittance Date any interest or investment
      income earned on funds deposited in its Collection Account;

            (v) to pay to [__________], with respect to each Mortgage Loan that
      has previously been repurchased or replaced pursuant to this Agreement all
      amounts received thereon subsequent to the date of purchase or
      substitution, as the case may be;

            (vi) to reimburse the Servicer for (A) any P&I Advance or Servicing
      Advance previously made which the Servicer has determined to be a
      Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance in
      accordance with the provisions of Section 4.01 and (B) any unpaid
      Servicing Fees to the extent not recoverable from Liquidation Proceeds,
      Insurance Proceeds or other amounts received with respect to the related
      Mortgage Loan under Section 3.11(a)(iii);

            (vii) to pay, or to reimburse the Servicer for advances in respect
      of, expenses incurred in connection with any Mortgage Loan serviced by
      such Servicer pursuant to Section 3.15;

            (viii) to reimburse the Servicer, the Depositor or the Trustee for
      expenses incurred by or reimbursable to the Servicer, the Depositor or the
      Trustee, as the case may be, pursuant to Section 6.03, Section 7.02 or
      Section 8.05;

            (ix) to reimburse the Servicer[, the Class A-1 Certificate Insurer]
      or the Trustee, as the case may be, for expenses reasonably incurred in
      respect of the breach or defect giving rise to the repurchase obligation
      under Section 2.03 of this Agreement that were included in the Repurchase
      Price of the Mortgage Loan, including any expenses arising



                                       59
<PAGE>

      out of the enforcement of the repurchase obligation, to the extent not
      otherwise paid pursuant to the terms hereof;

            (x) to withdraw any amounts deposited in the related Collection
      Account in error or for which amounts previously deposited are returned
      due to a "not sufficient funds" or other denial of payment by the related
      Mortgagor's banking institution;

            (xi) to withdraw any amounts held in the related Collection Account
      and not required to be remitted to the Trustee on the Remittance Date
      occurring in the month in which such amounts are deposited into such
      Collection Account, to reimburse the Servicer for unreimbursed P&I
      Advances;

            (xii) to invest funds in Permitted Investments in accordance with
      Section 3.12; and

            (xiii) to clear and terminate the related Collection Account upon
      termination of this Agreement.

            To the extent that the Servicer does not timely make the remittance
referred to in clause (i) above, the Servicer shall pay the Trustee for the
account of the Trustee interest on any amount not timely remitted at the prime
rate, from and including the applicable Remittance Date to but excluding the
date such remittance is actually made.

            (b) The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from its Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (a)(ii), (iii), (iv), (v), (vi), (vii), (viii) and
(ix) above. The Servicer shall provide written notification to the Depositor, on
or prior to the next succeeding Remittance Date, upon making any withdrawals
from the related Collection Account pursuant to subclause (a)(vi) above.

            Section 3.12 Investment of Funds in the Collection Accounts and the
Distribution Account. (a) The Servicer may invest the funds in the related
Collection Account and the Trustee may invest funds in the Distribution Account
during the Trustee Float Period, and shall (except during the Trustee Float
Period), invest such funds in the Distribution Account at the direction of the
Depositor (for purposes of this Section 3.12, each of the Collection Accounts
and the Distribution Accounts are referred to as an "Investment Account"), in
one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, no later than the Business Day on which such
funds are required to be withdrawn from such account pursuant to this Agreement
(except for investments made at the Depositor's direction, which shall mature no
later than the Business Day immediately preceding the date of required
withdrawal). All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee. The Trustee shall be entitled to sole
possession (except with respect to investment direction of funds held in the
related Account and any income and gain realized thereon in any Account other
than the Distribution Account during the Trustee Float Period) over each such
investment, and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trustee or its agent, together
with any document of transfer necessary to


                                       60
<PAGE>

      transfer title to such investment to the Trustee. In the event amounts on
      deposit in an Investment Account are at any time invested in a Permitted
      Investment payable on demand, the Trustee may:

            (x)   consistent with any notice required to be given thereunder,
                  demand that payment thereon be made on the last day such
                  Permitted Investment may otherwise mature hereunder in an
                  amount equal to the lesser of (1) all amounts then payable
                  thereunder and (2) the amount required to be withdrawn on such
                  date; and

            (y)   demand payment of all amounts due thereunder that such
                  Permitted Investment would not constitute a Permitted
                  Investment in respect of funds thereafter on deposit in the
                  Investment Account.

            (b) All income and gain realized from the investment of funds
deposited in the related Collection Account and Escrow Account held by or on
behalf of the Servicer, shall be for the benefit of the Servicer and shall be
subject to its withdrawal in the manner set forth in Section 3.11. Any other
benefit derived from the related Collection Account and Escrow Account
associated with the receipt, disbursement and accumulation of principal,
interest, taxes, hazard insurance, mortgage blanket insurance, and like sources,
shall accrue to the benefit of the Servicer, except that the Servicer shall
realize any economic benefit from any forced charging of services except as
permitted by applicable law. The Servicer shall deposit in the related
Collection Account and Escrow Account the amount of any loss of principal
incurred in respect of any such Permitted Investment made with funds in such
accounts immediately upon realization of such loss.

            (c) All income and gain realized from the investment of funds
deposited in the Distribution Account held by the Trustee, shall be for the
benefit of the Depositor (except for any income or gain realized from the
investment of funds on deposit in the Distribution Account during the Trustee
Float Period, which shall be for the benefit of the Trustee). The Depositor
shall deposit in the Distribution Account (except with respect to the Trustee
Float Period, in which case the Trustee shall deposit) the amount of any loss of
principal incurred in respect of any such Permitted Investment made with funds
in such accounts immediately upon realization of such loss.

            (d) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee shall take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings.

            (e) The Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Trustee's economic
self-interest for (i) serving as investment adviser, administrator, shareholder,
servicing agent, custodian or sub-custodian with respect to certain of the
Permitted Investments, (ii) using Affiliates to effect transactions in certain
Permitted Investments and (iii) effecting transactions in certain Permitted
Investments.



                                       61
<PAGE>

            (f) The Trustee shall not be liable for the amount of any loss
incurred with respect of any investment (except that during the Trustee Float
Period, it will be responsible for reimbursing the Trust for such loss) or lack
of investment of funds held in any Investment Account or the Distribution
Account if made in accordance with this Section 3.12.

            Section 3.13 Maintenance of Hazard Insurance, Errors and Omissions
and Fidelity Coverage. (a) The Servicer shall cause to be maintained for each
Mortgage Loan fire insurance with extended coverage on the related Mortgaged
Property in an amount which is at least equal to the least of (i) the
outstanding principal balance of such Mortgage Loan, (ii) the amount necessary
to fully compensate for any damage or loss to the improvements that are a part
of such property on a replacement cost basis, (iii) the maximum insurable value
of the improvements which are a part of such Mortgaged Property, and (iv) the
amount determined by applicable federal or state law, in each case in an amount
not less than such amount as is necessary to avoid the application of any
coinsurance clause contained in the related hazard insurance policy. The
Servicer shall also cause to be maintained fire insurance with extended coverage
on each REO Property in an amount which is at least equal to the lesser of (i)
the maximum insurable value of the improvements which are a part of such
property and (ii) the outstanding principal balance of the related Mortgage Loan
at the time it became an REO Property, plus accrued interest at the Mortgage
Interest Rate and related Servicing Advances. The Servicer will comply in the
performance of this Agreement with all reasonable rules and requirements of each
insurer under any such hazard policies. Any amounts to be collected by the
Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the property subject to the related Mortgage or amounts
to be released to the Mortgagor in accordance with the procedures that the
Servicer would follow in servicing loans held for its own account, subject to
the terms and conditions of the related Mortgage and Mortgage Note) shall be
deposited in the related Collection Account, subject to withdrawal pursuant to
Section 3.11. If the Mortgagor fails to provide Mortgage Loan hazard insurance
coverage after thirty (30) days of Servicer's written notification, the Servicer
shall put in place such hazard insurance coverage on the Mortgagor's behalf. Any
out-of-pocket expense or advance made by the Servicer on such force placed
hazard insurance coverage shall be deemed a Servicing Advance. Any cost incurred
by the Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to the Trustee, be added to the unpaid principal
balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor other than pursuant to
such applicable laws and regulations as shall at any time be in force and as
shall require such additional insurance. If the Mortgaged Property or REO
Property is at any time in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards and flood
insurance has been made available, the Servicer will cause to be maintained a
flood insurance policy in respect thereof. Such flood insurance shall be in an
amount equal to the lesser of (i) the minimum amount required, under the terms
of coverage, to compensate for any damage or loss on a replacement cost basis
(or the unpaid principal balance of the related Mortgage Loan if replacement
cost coverage is not available for the type of building insured) and (ii) the
maximum amount of insurance which is available under the Flood Disaster
Protection Act of 1973, as amended. If at any time during the term of the
Mortgage Loan, the Servicer determines in accordance with applicable law and
pursuant to the Federal Emergency Management Agency Guides that a Mortgaged
Property is located in a special flood hazard area and is not covered by


                                       62
<PAGE>

      flood insurance or is covered in an amount less than the amount required
      by the Flood Disaster Protection Act of 1973, as amended, the Servicer
      shall notify the related Mortgagor to obtain such flood insurance
      coverage, and if said Mortgagor fails to obtain the required flood
      insurance coverage within forty-five (45) days after such notification,
      the Servicer shall immediately force place the required flood insurance on
      the Mortgagor's behalf. Any out-of-pocket expense or advance made by the
      Servicer on such force placed flood insurance coverage shall be deemed a
      Servicing Advance.

            In the event that the Servicer shall obtain and maintain a blanket
policy with an insurer either (i) acceptable to Fannie Mae or Freddie Mac, or
(ii) having a General Policy Rating of A:12 or better in Best's (or such other
rating that is comparable to such rating) insuring against hazard losses on all
of the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first two sentences of this Section 3.13, it
being understood and agreed that such policy may contain a deductible clause, in
which case the Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy complying
with the first two sentences of this Section 3.13, and there shall have been one
or more losses which would have been covered by such policy, deposit to the
related Collection Account from its own funds the amount not otherwise payable
under the blanket policy because of such deductible clause. In connection with
its activities as administrator and servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of itself, the Trustee claims under any
such blanket policy in a timely fashion in accordance with the terms of such
policy.

            (b) The Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of the Servicer's obligations under this Agreement,
which policy or policies shall be in such form and amount that would meet the
requirements of Fannie Mae or Freddie Mac if it were the purchaser of the
Mortgage Loans, unless the Servicer has obtained a waiver of such requirements
from Fannie Mae or Freddie Mac. The Servicer shall also maintain a fidelity bond
in the form and amount that would meet the requirements of Fannie Mae or Freddie
Mac, unless the Servicer has obtained a waiver of such requirements from Fannie
Mae or Freddie Mac. The Servicer shall provide the Trustee [and the Class A-1
Certificate Insurer] upon request with copies of any such insurance policies and
fidelity bond. The Servicer shall be deemed to have complied with this provision
if an Affiliate of the Servicer has such errors and omissions and fidelity bond
coverage and, by the terms of such insurance policy or fidelity bond, the
coverage afforded thereunder extends to the Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable without
thirty days' prior written notice to the Trustee. The Servicer shall also cause
each Subservicer to maintain a policy of insurance covering errors and omissions
and a fidelity bond which would meet such requirements.

            Section 3.14 Enforcement of Due-on-Sale Clauses; Assumption
Agreements. The Servicer will, to the extent it has knowledge of any conveyance
or prospective conveyance of any Mortgaged Property by any Mortgagor (whether by
absolute conveyance or by contract of sale, and whether or not the Mortgagor
remains or is to remain liable under the Mortgage Note and/or the Mortgage),
exercise its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause, if any, applicable thereto; provided, however, that the
Servicer shall not be required to take such action if, in its sole business
judgment, the Servicer believes it is not in


                                       63
<PAGE>

the best interests of the Trust Fund and shall not exercise any such rights if
prohibited by law from doing so. If the Servicer reasonably believes it is
unable under applicable law to enforce such "due-on-sale" clause or if any of
the other conditions set forth in the proviso to the preceding sentence apply,
the Servicer will enter into an assumption and modification agreement from or
with the person to whom such property has been conveyed or is proposed to be
conveyed, pursuant to which such person becomes liable under the Mortgage Note,
and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. The Servicer is also authorized to enter into a substitution of
liability agreement with such person, pursuant to which the original Mortgagor
is released from liability and such person is substituted as the Mortgagor and
becomes liable under the Mortgage Note; provided, that no such substitution
shall be effective unless such person satisfies the underwriting criteria of the
Servicer and such substitution is in the best interest of the Certificateholders
as determined by the Servicer. In connection with any assumption, modification
or substitution, the Servicer shall apply such underwriting standards and follow
such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Servicer shall not take or enter into any assumption and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy, or a new policy meeting
the requirements of this Section is obtained. Any fee collected by the Servicer
in respect of an assumption or substitution of liability agreement will be
retained by the Servicer as additional servicing compensation. In connection
with any such assumption, no material term of the Mortgage Note (including but
not limited to the related Mortgage Interest Rate and the amount of the
Scheduled Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof. The Servicer shall notify the Trustee that any
such substitution, modification or assumption agreement has been completed by
forwarding to the Trustee the executed original of such substitution or
assumption agreement, which document shall be added to the related Mortgage File
and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof.

            Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatsoever. For purposes of this Section 3.14, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.

            Section 3.15 Realization upon Defaulted Mortgage Loans. The Servicer
shall use its best efforts, consistent with Accepted Servicing Practices, to
foreclose upon or otherwise comparably convert (which may include an acquisition
of REO Property) the ownership of properties securing such of the Mortgage Loans
as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.07, and which are not released from this Agreement pursuant to any
other provision hereof. The Servicer shall use reasonable efforts to realize
upon such defaulted Mortgage Loans in such manner as will maximize the receipt
of principal and interest by the Trustee, taking into account, among other
things, the timing of foreclosure proceedings; provided, however with


                                       64
<PAGE>

respect to any Second Lien Mortgage Loan for which the related First Lien
Mortgage Loan is not included in the Trust Fund, if, after such Mortgage Loan
becomes 180 days or more delinquent, the Servicer determines that a significant
net recovery is not possible through foreclosure, such Mortgage Loan may be
charged off and the Mortgage Loan will be treated as a Liquidated Mortgage Loan
giving rise to a Realized Loss. The foregoing is subject to the provisions that,
in any case in which a Mortgaged Property shall have suffered damage from an
uninsured cause, the Servicer shall not be required to expend its own funds
toward the restoration of such property unless it shall determine in its sole
discretion (i) that such restoration will increase the net proceeds of
liquidation of the related Mortgage Loan to the Trustee, after reimbursement to
itself for such expenses, and (ii) that such expenses will be recoverable by the
Servicer through Insurance Proceeds, Condemnation Proceeds or Liquidation
Proceeds from the related Mortgaged Property, as contemplated in Section 3.11.
The Servicer shall be responsible for all other costs and expenses incurred by
it in any such proceedings; provided, however, that it shall be entitled to
reimbursement thereof from the related property, as contemplated in Section
3.11.

            In the event that the related First Lien Mortgage Loan is not being
serviced by the Servicer, the Servicer shall have no liability for any losses
resulting from a foreclosure on a Second Lien Mortgage Loan in connection with
the foreclosure on the related First Lien Mortgage Loan for which the related
First Lien Mortgage Loan is not included in the Trust Fund where the Servicer
did not receive notice or otherwise had no actual knowledge regarding such
foreclosure on the related First Lien Mortgage Loan; provided, however, if the
Servicer is either notified or has actual knowledge that any holder of a First
Lien Mortgage Loan intends to accelerate the obligations secured by the First
Lien Mortgage Loan, or that any such holder intends to declare a default under
the mortgage or promissory note secured thereby, or has filed or intends to file
an election to have the related Mortgaged Property sold or foreclosed, the
Servicer shall take, on behalf of the Trust, whatever actions are necessary to
protect the interests of the Trust in accordance with Accepted Servicing
Practices and the REMIC Provisions. The Servicer shall not be required to make a
Servicing Advance pursuant to Section 4.01 with respect thereto except to the
extent that it determines in its reasonable good faith judgment that such
advance would be recoverable from Liquidation Proceeds on the related Second
Lien Mortgage Loan and in no event in an amount that is greater than the then
outstanding principal balance of the related Second Lien Mortgage Loan. The
Servicer shall thereafter take such action as is reasonably necessary to recover
any amount so advanced and to otherwise reimburse itself as a Servicing Advance
from the Collection Account pursuant to Section 3.11.

            The proceeds of any Liquidation Event or REO Disposition, as well as
any recovery resulting from a partial collection of Insurance Proceeds,
Condemnation Proceeds or Liquidation Proceeds or any income from an REO
Property, will be applied in the following order of priority: first, to
reimburse the Servicer or any Subservicer for any related unreimbursed Servicing
Advances, pursuant to Section 3.11 or 3.17; second, to accrued and unpaid
interest on the Mortgage Loan or REO Imputed Interest, at the Mortgage Interest
Rate, to the date of the liquidation or REO Disposition, or to the Due Date
prior to the Remittance Date on which such amounts are to be distributed if not
in connection with a Liquidation Event or REO Disposition; third, to reimburse
any Servicer for any related unreimbursed P&I Advances, pursuant to Section
3.11; and fourth, as a recovery of principal of the Mortgage Loan. If the amount
of the recovery so allocated to interest is less than a full recovery thereof,
that amount will be allocated as follows: first, to unpaid Servicing Fees; and
second, as interest at the Mortgage Interest Rate


                                       65
<PAGE>

(net of the Servicing Fee Rate). The portion of the recovery so allocated to
unpaid Servicing Fees shall be reimbursed to the Servicer or any Subservicer
pursuant to Section 3.11 or 3.17. The portions of the recovery so allocated to
interest at the Mortgage Interest Rate (net of the Servicing Fee Rate) and to
principal of the Mortgage Loan shall be applied as follows: first, to reimburse
the Servicer or any Subservicer for any related unreimbursed Servicing Advances
in accordance with Section 3.11 or 3.17, and second, to the Trustee in
accordance with the provisions of Section 4.02, subject to the last paragraph of
Section 3.17 with respect to certain excess recoveries from an REO Disposition.

            Notwithstanding anything to the contrary contained herein, in
connection with a foreclosure or acceptance of a deed in lieu of foreclosure, in
the event the Servicer has received actual notice of, or has actual knowledge of
the presence of, hazardous or toxic substances or wastes on the related
Mortgaged Property, or if the Trustee otherwise requests, the Servicer shall
cause an environmental inspection or review of such Mortgaged Property to be
conducted by a qualified inspector. Upon completion of the inspection, the
Servicer shall promptly provide the Trustee and the Depositor, with a written
report of the environmental inspection.

            After reviewing the environmental inspection report, the Servicer
shall determine consistent with Accepted Servicing Practices, to proceed with
respect to the Mortgaged Property. In the event (a) the environmental inspection
report indicates that the Mortgaged Property is contaminated by hazardous or
toxic substances or wastes and (b) the Servicer determines, consistent with
Accepted Servicing Practices, to proceed with foreclosure or acceptance of a
deed in lieu of foreclosure, the Servicer shall be reimbursed for all reasonable
costs associated with such foreclosure or acceptance of a deed in lieu of
foreclosure and any related environmental clean-up costs, as applicable, from
the related Liquidation Proceeds, or if the Liquidation Proceeds are
insufficient to fully reimburse such Servicer, the Servicer shall be entitled to
be reimbursed from amounts in the Collection Account pursuant to Section 3.11.
In the event the Servicer determines not to proceed with foreclosure or
acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed
from general collections for all Servicing Advances made with respect to the
related Mortgaged Property from the Collection Account pursuant to Section 3.11.
The Trustee shall not be responsible for any determination made by the Servicer
pursuant to this paragraph or otherwise.

            Section 3.16 Release of Mortgage Files. (a) Upon the payment in full
of any Mortgage Loan, or the receipt by the Servicer of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Servicer will, within five (5) Business Days of the payment in full, notify the
Trustee by a certification (which certification shall include a statement to the
effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the related Collection Account
pursuant to Section 3.10 have been or will be so deposited) of a Servicing
Officer and shall request delivery to it of the Custodial File by completing a
Request for Release. Upon receipt of such certification and Request for Release,
the Trustee shall promptly release the related Custodial File to the Servicer
within three (3) Business Days. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
related Collection Account.



                                       66
<PAGE>

            (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any Insurance Policy relating to the Mortgage Loans, the Trustee shall, upon
request of the Servicer and delivery to the Trustee, of a Request for Release,
release the related Custodial File to the Servicer, and the Trustee shall, at
the direction of the Servicer, execute such documents provided to it as shall be
necessary to the prosecution of any such proceedings and the Servicer shall
retain the Mortgage File in trust for the benefit of the Trustee. Such Request
for Release shall obligate the Servicer to return each and every document
previously requested from the Custodial File to the Trustee when the need
therefor by the Servicer no longer exists, unless the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the related Collection Account or the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Servicer has delivered to the Trustee a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the related Collection Account have been so
deposited, or that such Mortgage Loan has become an REO Property, a copy of the
Request for Release shall be released by the Trustee to the Servicer or its
designee. Upon receipt of a Request for Release under this Section 3.16, the
Trustee shall deliver the related Custodial File to the Servicer by regular
mail, unless the Servicer requests that the Trustee deliver such Custodial File
to the Servicer by overnight courier (in which case such delivery shall be at
the Servicer's expense); provided, however, that in the event the Servicer has
not previously received copies of the relevant Mortgage Loan Documents necessary
to service the related Mortgage Loan in accordance with Accepted Servicing
Practices, the Depositor shall use reasonable best efforts to cause [_______] to
reimburse the Servicer for any overnight courier charges incurred for the
requested Custodial Files.

            Upon written certification of a Servicing Officer, the Trustee shall
execute and deliver to the Servicer copies of any court pleadings, requests for
trustee's sale or other documents reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity, or shall exercise and deliver to the Servicer a power of attorney
sufficient to authorize the Servicer to execute such documents on its behalf.
Each such certification shall include a request that such pleadings or documents
be executed by the Trustee and a statement as to the reason such documents or
pleadings are required and that the execution and delivery thereof by the
Trustee will not invalidate or otherwise affect the lien of the Mortgage, except
for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

            Section 3.17 Title, Conservation and Disposition of REO Property.
(a) This Section shall apply only to REO Properties acquired for the account of
the Trustee and shall not apply to any REO Property relating to a Mortgage Loan
which was purchased or repurchased from the Trustee pursuant to any provision
hereof. In the event that title to any such


                                       67
<PAGE>

REO Property is acquired, the Servicer shall cause the deed or certificate of
sale to be issued in the name of the Trustee, on behalf of the
Certificateholders, or the Trustee's nominee.

            (b) The Servicer shall manage, conserve, protect and operate each
REO Property for the Trustee solely for the purpose of its prompt disposition
and sale. The Servicer, either itself or through an agent selected by the
Servicer, shall manage, conserve, protect and operate the REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. The Servicer shall attempt to
sell the same (and may temporarily rent the same for a period not greater than
one year, except as otherwise provided below) on such terms and conditions as
the Servicer deems to be in the best interest of the Trustee.

            (c) The Servicer shall use Accepted Servicing Practices to dispose
of the REO Property as soon as possible and shall sell such REO Property in any
event within three years after title has been taken to such REO Property, unless
the Servicer determines, and gives an appropriate notice to the Trustee to such
effect, that a longer period is necessary for the orderly liquidation of such
REO Property. The Trustee has no obligation with respect to REO Dispositions.

            (d) The Servicer shall segregate and hold all funds collected and
received in connection with the operation of any REO Property separate and apart
from its own funds and general assets and shall deposit such funds in the
related Collection Account.

            (e) The Servicer shall deposit net of reimbursement to the Servicer
for any related outstanding Servicing Advances and unpaid Servicing Fees
provided in Section 3.11, or cause to be deposited, on a daily basis in the
Collection Account all revenues received with respect to the related REO
Property and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of the REO Property.

            (f) The Servicer, upon an REO Disposition, shall be entitled to
reimbursement for any related unreimbursed Servicing Advances as well as any
unpaid Servicing Fees from proceeds received in connection with the REO
Disposition, as further provided in Section 3.11.

            (g) Any net proceeds from an REO Disposition which are in excess of
the unpaid principal balance of the related Mortgage Loan plus all unpaid REO
Imputed Interest thereon through the date of the REO Disposition shall be
retained by the Servicer as additional servicing compensation.

            (h) The Servicer shall use Accepted Servicing Practices to sell, or
cause the Subservicer to sell, in accordance with Accepted Servicing Practices,
any REO Property as soon as possible, but in no event later than the conclusion
of the third calendar year beginning after the year of its acquisition by the
REMIC unless (i) the Servicer applies for an extension of such period from the
Internal Revenue Service pursuant to the REMIC Provisions and Code Section
856(e)(3), in which event such REO Property shall be sold within the applicable
extension period, or (ii) the Servicer obtains for the Trustee an Opinion of
Counsel, addressed to


                                       68
<PAGE>

the Depositor, the Trustee and the Servicer, to the effect that the holding by
the Lower Tier REMIC of such REO Property subsequent to such period will not
result in the imposition of taxes on "prohibited transactions" as defined in
Section 860F of the Code or cause either Trust REMIC to fail to qualify as a
REMIC under the REMIC Provisions or comparable provisions of relevant state laws
at any time. The Servicer shall manage, conserve, protect and operate each REO
Property serviced by the Servicer for the Trustee solely for the purpose of its
prompt disposition and sale in a manner which does not cause such REO Property
to fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) or result in the receipt by the Lower Tier REMIC of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code or
any "net income from foreclosure property" which is subject to taxation under
Section 860G(a)(1) of the Code. Pursuant to its efforts to sell such REO
Property, the Servicer shall either itself or through an agent selected by the
Servicer protect and conserve such REO Property in the same manner and to such
extent as is customary in the locality where such REO Property is located and
may, incident to its conservation and protection of the interests of the Trustee
on behalf of the Certificateholders, rent the same, or any part thereof, as the
Servicer deems to be in the best interest of the Trustee on behalf of the
Certificateholders for the period prior to the sale of such REO Property;
provided, however, that any rent received or accrued with respect to such REO
Property qualifies as "rents from real property" as defined in Section 856(d) of
the Code.

            Section 3.18 Notification of Adjustments. With respect to each
Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Interest
Rate on the related Adjustment Date and shall adjust the Scheduled Payment on
the related mortgage payment adjustment date, if applicable, in compliance with
the requirements of applicable law and the related Mortgage and Mortgage Note.
In the event that an Index becomes unavailable or otherwise unpublished, the
Servicer shall select a comparable alternative index over which it has no direct
control and which is readily verifiable. The Servicer shall execute and deliver
any and all necessary notices required under applicable law and the terms of the
related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and
Scheduled Payment adjustments. The Servicer shall promptly, upon written request
therefor, deliver to the Trustee such notifications and any additional
applicable data regarding such adjustments and the methods used to calculate and
implement such adjustments. Upon the discovery by the Servicer or the receipt of
notice from the Trustee that the Servicer has failed to adjust a Mortgage
Interest Rate or Scheduled Payment in accordance with the terms of the related
Mortgage Note, the Servicer shall deposit in the related Collection Account from
its own funds the amount of any interest loss caused as such interest loss
occurs.

            Section 3.19 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall provide, or cause the
applicable Subservicer to provide, to the Depositor, [the Class A-1 Certificate
Insurer,] the Trustee, the OTS or the FDIC and the examiners and supervisory
agents thereof, access to the documentation regarding the Mortgage Loans in its
possession required by applicable regulations of the OTS. Such access shall be
afforded without charge, but only upon reasonable and prior written request and
during normal business hours at the offices of the Servicer. Nothing in this
Section shall derogate from the obligation of any such party to observe any
applicable law prohibiting disclosure of information regarding the Mortgagors
and the failure of any such party to provide access as provided in this Section
as a result of such obligation shall not constitute a breach of this Section.



                                       69
<PAGE>

            Nothing in this Section 3.19 shall require the Servicer to collect,
create, collate or otherwise generate any information that it does not generate
in its usual course of business. The Servicer shall not be required to make
copies of or to ship documents to any Person who is not a party to this
Agreement, and then only if provisions have been made for the reimbursement of
the costs thereof.

            Section 3.20 Documents, Records and Funds in Possession of the
Servicer to Be Held for the Trustee. The Servicer shall account fully to the
Trustee for any funds received by the Servicer or which otherwise are collected
by the Servicer as Liquidation Proceeds, Condemnation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan. All Mortgage Files and funds collected
or held by, or under the control of, the Servicer in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or from
Liquidation Proceeds, including, but not limited to, any funds on deposit in its
Collection Account, shall be held by the Servicer for and on behalf of the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. The Servicer also agrees
that it shall not create, incur or subject any Mortgage File or any funds that
are deposited in any Collection Account, the Distribution Account or any Escrow
Account, or any funds that otherwise are or may become due or payable to the
Trustee for the benefit of the Certificateholders, to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, or assert by
legal action or otherwise any claim or right of setoff against any Mortgage File
or any funds collected on, or in connection with, a Mortgage Loan, except,
however, that the Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Servicer
under this Agreement.

            Section 3.21 Servicing Compensation. (a) As compensation for its
activities hereunder, the Servicer shall, with respect to each Mortgage Loan, be
entitled to retain from deposits to its Collection Account and from Liquidation
Proceeds, Insurance Proceeds, and Condemnation Proceeds related to such Mortgage
Loan, the Servicing Fee with respect to each Mortgage Loan (less any portion of
such amounts retained by any Subservicer). In addition, the Servicer shall be
entitled to recover unpaid Servicing Fees out of related Late Collections and as
otherwise permitted in Section 3.11. The right to receive the Servicing Fee may
not be transferred in whole or in part except as provided in Section 10.07 or in
connection with the transfer of all of the Servicer's responsibilities and
obligations under this Agreement; provided, however, that the Servicer may pay
from the Servicing Fee any amounts due to a Subservicer pursuant to a
Subservicing Agreement entered into under Section 3.02.

            (b) Additional servicing compensation in the form of assumption or
modification fees, late payment charges, NSF fees, reconveyance fees and other
similar fees and charges (other than Prepayment Premiums) shall be retained by
the Servicer only to the extent such fees or charges are received by the
Servicer. The Servicer shall also be entitled pursuant to Section 3.09(b)(vi)
and Section 3.11(a)(iv) to withdraw from the related Collection Account, as
additional servicing compensation, interest or other income earned on deposits
therein.

            (c) The Servicer shall be required to pay all expenses incurred by
it in connection with its servicing activities hereunder (including payment of
premiums for any blanket policy insuring against hazard losses pursuant to
Section 3.13, servicing compensation of the Subservicer to the extent not
retained by it and the fees and expenses of independent


                                       70
<PAGE>

accountants and any agents appointed by the Servicer), and shall not be entitled
to reimbursement therefor except as specifically provided in Section 3.11.

            Section 3.22 Annual Statement as to Compliance. The Servicer will
deliver or cause to be delivered to the Depositor, the Rating Agencies[, the
Class A-1 Certificate Insurer] and the Trustee on or before March 15th of each
calendar year, commencing in 200[_], an Officer's Certificate stating, as to
each signatory thereof, that (i) a review of the activities of the Servicer
during the preceding calendar year and of performance under this Agreement or a
similar agreement has been made under such officers' supervision, and (ii) to
the best of such officers' knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement throughout such year, or,
if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officers and the nature and status
thereof. Promptly after receipt of such Officer's Certificate, the Depositor
shall review such Officer's Certificate and, if applicable, consult with the
Servicer as to the nature of any defaults by the Servicer in the fulfillment of
any of the Servicer's obligations.

            Section 3.23 Annual Independent Public Accountants' Servicing
Statement; Financial Statements. Not later than March 15th of each calendar year
commencing in 200[_], the Servicer, at its expense, shall cause a nationally
recognized firm of independent certified public accountants to furnish to the
Depositor, the Rating Agencies[, the Class A-1 Certificate Insurer] and the
Trustee a report stating that (i) it has obtained a letter of representation
regarding certain matters from the management of the Servicer which includes an
assertion that the Servicer has complied with certain minimum residential
mortgage loan servicing standards, identified in the Uniform Single Attestation
Program for Mortgage Bankers established by the Mortgage Bankers Association of
America, with respect to the servicing of residential mortgage loans during the
most recently completed calendar year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate. In rendering its report such firm may rely, as to
matters relating to the direct servicing of residential mortgage loans by
Subservicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those Subservicers. Promptly after receipt of such report, the Depositor shall
review such report and, if applicable, consult with the Servicer as to the
nature of any defaults by the Servicer in the fulfillment of any of the
Servicer's obligations.

            Section 3.24 Trustee to Act as Servicer. (a) In the event that the
Servicer shall for any reason no longer be the Servicer hereunder (including by
reason of an Event of Default), the Trustee or its successor shall, thereupon
assume all of the rights and obligations of the Servicer hereunder arising
thereafter (except that the Trustee shall not be (i) liable for losses of such
predecessor Servicer pursuant to Section 3.10 or any acts or omissions of such
predecessor Servicer hereunder, (ii) obligated to make Advances if it is
prohibited from doing so by applicable law, (iii) obligated to effectuate
repurchases or substitutions of Mortgage Loans hereunder, including but not
limited to repurchases or substitutions pursuant to Section 2.03, (iv)
responsible for expenses of the Servicer pursuant to Section 2.03 or (v) deemed
to have


                                       71
<PAGE>

made any representations and warranties of the Servicer hereunder). Any such
assumption shall be subject to Section 7.02.

            (b) Every Subservicing Agreement entered into by the Servicer shall
contain a provision giving the successor Servicer the option to terminate such
agreement in the event a successor Servicer is appointed.

            (c) If the Servicer shall for any reason no longer be the Servicer
(including by reason of any Event of Default), the Trustee (or any other
successor Servicer) may, at its option, succeed to any rights and obligations of
the Servicer under any Subservicing Agreement in accordance with the terms
thereof; provided, that the Trustee (or any other successor Servicer) shall not
incur any liability or have any obligations in its capacity as successor
Servicer under a Subservicing Agreement arising prior to the date of such
succession unless it expressly elects to succeed to the rights and obligations
of the Servicer thereunder; and the Servicer shall not thereby be relieved of
any liability or obligations under the Subservicing Agreement arising prior to
the date of such succession.

            (d) The Servicer shall, upon request of the Trustee, but at the
expense of the Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement (if any) to which it is a party and the
Mortgage Loans then being serviced thereunder and an accounting of amounts
collected and held by it and otherwise use its best efforts to effect the
orderly and efficient transfer of such Subservicing Agreement to the assuming
party.

            Section 3.25 Compensating Interest. The Servicer shall remit to the
Trustee on each Remittance Date an amount from its own funds equal to
Compensating Interest payable by the Servicer for such Remittance Date.

            Section 3.26 Credit Reporting; Gramm-Leach-Bliley Act. (a) With
respect to each Mortgage Loan, the Servicer shall fully furnish, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (e.g., favorable and unfavorable) on the related
Mortgagor credit files to the three national credit repositories, on a monthly
basis.

            (b) The Servicer shall comply with all provisions of the Privacy
Laws relating to the Mortgage Loans, the related borrowers and any "nonpublic
personal information" (as defined in the Privacy Laws) received by the Servicer
incidental to the performance of its obligations under this Agreement,
including, maintaining adequate information security procedures to protect such
nonpublic personal information and providing all privacy notices required by the
Privacy Laws.

            Section 3.27 Excess Reserve Fund Account; Distribution Account. (a)
The Trustee shall establish and maintain the Excess Reserve Fund Account, on
behalf of the Class X Certificateholders, to receive any Basis Risk Payment and
to pay to the Principal Certificateholders any Basis Risk Carry Forward Amounts.

            On each Distribution Date on which there exists a Basis Risk Carry
Forward Amount on any Class of Principal Certificates, the Trustee shall (1)
withdraw from the Distribution Account and deposit in the Excess Reserve Fund
Account, as set forth in


                                       72
<PAGE>

Section 4.02(a)(iii)(J), the lesser of the Class X Distributable Amount (to the
extent remaining after the distributions specified in Sections
4.02(a)(iii)(A)-(I)) and the aggregate Basis Risk Carry Forward Amount and (2)
withdraw from the Excess Reserve Fund Account amounts necessary to pay to such
Class or Classes of Principal Certificates the applicable Basis Risk Carry
Forward Amounts. Such payments shall be allocated to those Classes based upon
the amount of Basis Risk Carry Forward Amount owed to each such Class and shall
be paid in the priority set forth in Sections 4.02(a)(iii)(K)-(M). In the event
that the Class Certificate Balance of any Class of Certificates is reduced
because of Applied Realized Loss Amounts, the applicable Certificateholders will
not be entitled to receive Basis Risk Carry Forward Amounts on the written down
amounts on such Distribution Date or any future Distribution Dates (except to
the extent such Class Certificate Balance is increased as a result of any
Subsequent Recoveries), even if funds are otherwise available for distribution.

            The Trustee shall account for the Excess Reserve Fund Account as an
outside reserve fund within the meaning of Treasury Regulations Section
1.860G-2(h) and not as an asset of either Trust REMIC created pursuant to this
Agreement. The beneficial owners of the Excess Reserve Fund Account are the
Class X Certificateholders. For all federal income tax purposes, amounts
transferred by the Upper-Tier REMIC to the Excess Reserve Fund Account shall be
treated as first distributed by the Trustee to the Class X Certificateholders in
respect of the Class X Interest, and then contributed by the Class X
Certificateholders to the Excess Reserve Fund Account.

            Any Basis Risk Carry Forward Amounts paid by the Trustee to the
Principal Certificateholders shall be accounted for by the Trustee as amounts
paid first to the Holders of the Class X Certificates and then to the respective
Class or Classes of Principal Certificates. In addition, the Trustee shall
account for the rights of Holders of each Class of Principal Certificates to
receive payments of Basis Risk Carry Forward Amounts as rights in a separate
limited recourse interest rate cap contract written by the Class X
Certificateholders in favor of Holders of each such Class.

            Notwithstanding any provision contained in this Agreement, the
Trustee shall not be required to make any payments from the Excess Reserve Fund
Account except as expressly set forth in this Section 3.27(a).

            (b) The Trustee shall establish and maintain the Distribution
Account on behalf of the Certificateholders. The Trustee shall, promptly upon
receipt on the Business Day received, deposit in the Distribution Account and
retain therein the following:

            (i) the aggregate amount remitted by the Servicer to the Trustee
      pursuant to Section 3.11;

            (ii) any amount deposited by the Servicer pursuant to Section
      3.12(b) in connection with any losses on Permitted Investments; and

            (iii) any other amounts deposited hereunder which are required to be
      deposited in the Distribution Account.



                                       73
<PAGE>

            In the event that the Servicer shall remit any amount not required
to be remitted, the Servicer may at any time direct the Trustee in writing to
withdraw such amount from the Distribution Account, any provision herein to the
contrary notwithstanding. Such direction may be accomplished by delivering
notice to the Trustee which describes the amounts deposited in error in the
Distribution Account. All funds deposited in the Distribution Account shall be
held by the Trustee in trust for the Certificateholders [and the Class A-1
Certificate Insurer] until disbursed in accordance with this Agreement or
withdrawn in accordance with Section 4.02.

            (c) In order to comply with its duties under the USA Patriot Act of
2001, the Trustee shall obtain and verify certain information and documentation
from the other parties to this Agreement, including, but not limited to, each
such party's name, address, and other identifying information.

            Section 3.28 Optional Purchase of Delinquent Mortgage Loans. The
Depositor, in its sole discretion, shall have the option, but shall not be
obligated, to purchase any 90+ Delinquent Mortgage Loans from the Trust Fund.
The purchase price for any such Mortgage Loan shall be 100% of the unpaid
principal balance of such Mortgage Loan plus accrued and unpaid interest on the
related Mortgage Loan at the applicable Mortgage Interest Rate, plus the amount
of any unreimbursed Servicing Advances made by the Servicer. Upon receipt of
such purchase price, the Servicer shall provide to the Trustee a Request for
Release and the Trustee shall promptly release to the Depositor, the Mortgage
File relating to the Mortgage Loan being repurchased.

                                   ARTICLE IV

                                DISTRIBUTIONS AND
                            ADVANCES BY THE SERVICER

            Section 4.01 Advances. (a) The amount of P&I Advances to be made by
the Servicer for any Remittance Date shall equal, subject to Section 4.01(c),
the sum of (i) the aggregate amount of Scheduled Payments (with each interest
portion thereof net of the related Servicing Fee), due during the Due Period
immediately preceding such Remittance Date in respect of the Mortgage Loans
serviced by the Servicer, which Scheduled Payments were not received as of the
close of business on the related Determination Date, plus (ii) with respect to
each REO Property, which REO Property was acquired during or prior to the
related Prepayment Period and as to which such REO Property an REO Disposition
did not occur during the related Prepayment Period, an amount equal to the
excess, if any, of the Scheduled Payments (with REO Imputed Interest) that would
have been due on the related Due Date in respect of the related Mortgage Loan,
over the net income from such REO Property transferred to the related Collection
Account for distribution on such Remittance Date.

            (b) On each Remittance Date, the Servicer shall remit in immediately
available funds to the Trustee an amount equal to the aggregate amount of P&I
Advances, if any, to be made in respect of the Mortgage Loans and REO Properties
serviced by the Servicer for the related Remittance Date either (i) from its own
funds or (ii) from the related Collection Account, to the extent of funds held
therein for future distribution (in which case, it will cause to be made an
appropriate entry in the records of the related Collection Account that Amounts
Held for



                                       74
<PAGE>

Future Distribution have been, as permitted by this Section 4.01, used by the
Servicer in discharge of any such P&I Advance) or (iii) in the form of any
combination of (i) and (ii) aggregating the total amount of P&I Advances to be
made by the Servicer with respect to the Mortgage Loans and REO Properties. Any
Amounts Held for Future Distribution and so used shall be appropriately
reflected in the Servicer's records and replaced by the Servicer by deposit in
the related Collection Account on or before any future Remittance Date to the
extent required.

            (c) The obligation of the Servicer to make such P&I Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until a Final Recovery Determination in connection therewith or the
removal thereof from coverage under this Agreement, except as otherwise provided
in this Section.

            (d) Notwithstanding anything herein to the contrary, no P&I Advance
or Servicing Advance shall be required to be made hereunder by the Servicer if
such P&I Advance or Servicing Advance would, if made, constitute a
Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance. The
determination by the Servicer that it has made a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance or that any proposed P&I Advance or Servicing
Advance, if made, would constitute a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance, respectively, shall be evidenced by an
Officer's Certificate of the Servicer delivered to the Trustee. In addition the
Servicer shall be required to advance any Relief Act Interest Shortfalls.

            (e) Except as otherwise provided herein, the Servicer shall be
entitled to reimbursement pursuant to Section 3.11 for Advances from recoveries
from the related Mortgagor or from all Liquidation Proceeds and other payments
or recoveries (including Insurance Proceeds and Condemnation Proceeds) with
respect to the related Mortgage Loan.

            Section 4.02 Priorities of Distribution. (a) On each Distribution
Date, the Trustee shall make the disbursements and transfers from amounts then
on deposit in the Distribution Account in the following order of priority and to
the extent of the Available Funds remaining:

            (i) to the holders of each Class of Principal Certificates [and to
      the Class A-1 Certificate Insurer] in the following order of priority:

            (A)   concurrently:

                  (1) from the Interest Remittance Amount related to the Group I
                  Mortgage Loans pursuant to the allocation set forth in clauses
                  (iv), (v) and (vi) of this Section 4.02(a),

                        [(x) to the Class A-1 Certificate Insurer, any accrued
                        and unpaid Premium Amount payable to the Class A-1
                        Certificate Insurer for such Distribution Date;]



                                       75
<PAGE>

                        (y) to the Class A-1 Certificates, the related Accrued
                        Certificate Interest Distribution Amounts and Unpaid
                        Interest Amounts for the Class A-1 Certificates; and

                        [(z) to the Class A-1 Certificate Insurer, any
                        Reimbursement Amount for prior unreimbursed claims (or
                        to the Class A-1 Certificates in lieu of any claims
                        under the Class A-1 Certificate Insurance Policy for
                        such Distribution Date) under the Class A-1 Certificate
                        Insurance Policy for either interest or principal
                        payments to the Class A-1 Certificates, as well as all
                        other amounts owed to the Class A-1 Certificate
                        Insurer;] and

                  (2) from the Interest Remittance Amount related to the Group
                  II Mortgage Loans pursuant to the allocation set forth in
                  clauses (iv), (v) and (vi) of this Section 4.02(a), Class A-2
                  Certificates, the related Accrued Certificate Interest
                  Distribution Amounts and Unpaid Interest Amounts for the Class
                  A-2 Certificates;

                  provided, that if the Interest Remittance Amount for either
                  Loan Group is insufficient to make the related payments set
                  forth clause (1) or (2) above, any Interest Remittance Amount
                  relating to the other Loan Group remaining after payment of
                  the related Accrued Certificate Interest Distribution Amounts
                  and Unpaid Interest Amounts [(and, if applicable, payments and
                  reimbursements to the Class A-1 Certificate Insurer)] will be
                  available to cover such shortfall;

                  (B) from any remaining Interest Remittance Amounts, to the
            Class M-1 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class on such Distribution Date;

                  (C) from any remaining Interest Remittance Amounts, to the
            Class M-2 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class on such Distribution Date;

                  (D) from any remaining Interest Remittance Amounts, to the
            Class M-3 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class on such Distribution Date;

                  (E) from any remaining Interest Remittance Amounts, to the
            Class B-1 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class on such Distribution Date;

                  (F) from any remaining Interest Remittance Amounts, to the
            Class B-2 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class on such Distribution Date; and



                                       76
<PAGE>

                  (G) from any remaining Interest Remittance Amounts, to the
            Class B-3 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class on such Distribution Date; and

                  (H) from any remaining Interest Remittance Amounts, to the
            Class B-4 Certificates, the Accrued Certificate Interest
            Distribution Amount for such Class on such Distribution Date;

            (ii) (A) on each Distribution Date (a) before the Stepdown Date or
      (b) with respect to which a Trigger Event is in effect, to the holders of
      the related Class or Classes of Principal Certificates then entitled to
      distributions of principal [and to the Class A-1 Certificate Insurer as
      set forth below,] from amounts remaining on deposit in the Distribution
      Account after making distributions pursuant to clause (i) above, an amount
      equal to the Principal Distribution Amount in the following order of
      priority:

                  (a) to the Class A-1 and Class A-2 Certificates, allocated as
            described in Section 4.02(c), until the respective Class Certificate
            Balances thereof are reduced to zero;

                  (b) [to the Class A-1 Certificate Insurer, the amount of any
            remaining Reimbursement Amount then owing to it on account of a
            prior claim relating to principal on the Class A-1 Certificates;]

                  (c) sequentially to the Class M-1, Class M-2, Class M-3, Class
            B-1, Class B-2, Class B-3 and Class B-4 Certificates, in that order,
            until the respective Class Certificate Balances are reduced to zero;

            (B) on each Distribution Date (a) on and after the related Stepdown
      Date and (b) as long as a Trigger Event is not in effect, to the holders
      of the related Class or Classes of Principal Certificates then entitled to
      distribution of principal [and to the Class A-1 Certificate Insurer,] from
      amounts remaining on deposit in the Distribution Account after making
      distributions pursuant to clause (i) above, an amount equal to, the
      Principal Distribution Amount in the following amounts and order of
      priority:

                  (a) to the Class A Certificates, the lesser of (x) the
            Principal Distribution Amount and (y) the Class A Principal
            Distribution Amount, allocated as described in Section 4.02(c),
            until the respective Class Certificate Balances thereof are reduced
            to zero;

                  (b) [to the Class A-1 Certificate Insurer, the lesser of (x)
            the excess of (i) the Principal Distribution Amount over (ii) the
            amount distributed to the Class A Certificates in clause (ii)(B)(a)
            above and (y) the amount of any remaining Reimbursement Amount then
            owing to the Class A-1 Certificate Insurer on account of a prior
            claim relating to principal on the Class A-1 Certificates;]

                  (c) to the Class M-1 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
            distributed to the Class A



                                       77
<PAGE>

            Certificates in clause (ii)(B)(a) above and to the Class A-1
            Certificate Insurer in clause (ii)(B)(b) above and (y) the Class M-1
            Principal Distribution Amount to the Class M-1 Certificates, until
            the Class Certificate Balance thereof has been reduced to zero;

                  (d) to the Class M-2 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
            distributed to the Class A Certificates in clause (ii)(B)(a) above,
            to the Class A-1 Certificate Insurer in clause (ii)(B)(b) above and
            to the Class M-1 Certificates in clause (ii)(B)(c) above and (y) the
            Class M-2 Principal Distribution Amount, until the Class Certificate
            Balance thereof has been reduced to zero;

                  (e) to the Class M-3 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
            distributed to the Class A Certificates in clause (ii)(B)(a) above,
            to the Class A-1 Certificate Insurer in clause (ii)(B)(b) above, to
            the Class M-1 Certificates in clause (ii)(B)(c) above and to the
            Class M-2 Certificates in clause (ii)(B)(d) above, and (y) the Class
            M-3 Principal Distribution Amount, until the Class Certificate
            Balance thereof has been reduced to zero;

                  (f) to the Class B-1 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
            distributed to the Class A Certificates in clause (ii)(B)(a) above,
            to the Class A-1 Certificate Insurer in clause (ii)(B)(b) above, to
            the Class M-1 Certificates in clause (ii)(B)(c) above, to the Class
            M-2 Certificates in clause (ii)(B)(d) above, to the Class M-3
            Certificates in clause (ii)(B)(e) above, and (y) the Class B-1
            Principal Distribution Amount, until the Class Certificate Balance
            thereof has been reduced to zero;

                  (g) to the Class B-2 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
            distributed to the Class A Certificates in clause (ii)(B)(a) above,
            to the Class A-1 Certificate Insurer in clause (ii)(B)(b) above, to
            the Class M-1 Certificates in clause (ii)(B)(c) above, to the Class
            M-2 Certificates in clause (ii)(B)(d) above, to the Class M-3
            Certificates in clause (ii)(B)(e) above, and to the Class B-1
            Certificates in clause (ii)(B)(f) above, and (y) the Class B-2
            Principal Distribution Amount, until the Class Certificate Balance
            thereof has been reduced to zero;

                  (h) to the Class B-3 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
            distributed to the Class A Certificates in clause (ii)(B)(a) above,
            to the Class A-1 Certificate Insurer in clause (ii)(B)(b) above, to
            the Class M-1 Certificates in clause (ii)(B)(c) above, to the Class
            M-2 Certificates in clause (ii)(B)(d) above, to the Class M-3
            Certificates in clause (ii)(B)(e) above, to the Class B-1
            Certificates in clause (ii)(B)(f) above and to the Class B-2
            Certificates in clause (ii)(B)(g) above and (y) the Class B-3
            Principal Distribution Amount, until the Class Certificate Balance
            thereof has been reduced to zero; and



                                       78
<PAGE>

                  (i) to the Class B-4 Certificates, the lesser of (x) the
            excess of (i) the Principal Distribution Amount over (ii) the amount
            distributed to the Class A Certificates in clause (ii)(B)(a) above,
            to the Class A-1 Certificate Insurer in clause (ii)(B)(b) above, to
            the Class M-1 Certificates in clause (ii)(B)(c) above, to the Class
            M-2 Certificates in clause (ii)(B)(d) above, to the Class M-3
            Certificates in clause (ii)(B)(e) above, to the Class B-1
            Certificates in clause (ii)(B)(f) above, to the Class B-2
            Certificates in clause (ii)(B)(g) above and to the Class B-3
            Certificates in clause (ii)(B)(h) above and (y) the Class B-4
            Principal Distribution Amount, until their Class Certificate Balance
            has been reduced to zero.

            (iii) any amount remaining after the distributions in clauses (i)
      and (ii) above, plus as specifically indicated below, from amounts on
      deposit in the Excess Reserve Account, shall be distributed in the
      following order of priority:

                  (A) [to the Class A-1 Certificate Insurer, to the extent of
            any remaining Reimbursement Amount then owing to it, as well as
            other amounts owed to the Class A-1 Certificate Insurer;]

                  (B) to the holders of the Class M-1 Certificates, any Unpaid
            Interest Amount for such Class;

                  (C) to the holders of the Class M-2 Certificates, any Unpaid
            Interest Amount for such Class;

                  (D) to the holders of the Class M-3 Certificates, any Unpaid
            Interest Amount for such Class;

                  (E) to the holders of the Class B-1 Certificates, any Unpaid
            Interest Amount for such Class;

                  (F) to the holders of the Class B-2 Certificates, any Unpaid
            Interest Amount for such Class;

                  (G) to the holders of the Class B-3 Certificates, any Unpaid
            Interest Amount for such Class;

                  (H) to the holders of the Class B-4 Certificates, any Unpaid
            Interest Amount for such Class;

                  (I) to the Excess Reserve Fund Account, the amount of any
            Basis Risk Payment for such Distribution Date;

                  (J) from funds on deposit in the Excess Reserve Fund Account
            (not including Interest Rate Cap Payments) with respect to the
            related Distribution Date, an amount equal to any Basis Risk Carry
            Forward Amount with respect to any Principal Certificate for such
            Distribution Date to the Principal Certificates in the same order
            and priority in which Accrued Certificate Interest Distribution
            Amount is allocated among those Classes of Certificates with the
            allocation to the



                                       79
<PAGE>

            Class A Certificates being pro rata based on their respective Class
            Certificate Balances at the beginning of the related Interest
            Accrual Period;

                  (K) (x) from any Interest Rate Cap Payments on deposit in the
            Excess Reserve Fund Account with respect to such Distribution Date,
            sequentially to the Class A-1 Certificates, the Class A-2
            Certificates, the Class M-1 Certificates, the Class M-2
            Certificates, the Class M-3 Certificates, the Class B-1
            Certificates, the Class B-2 Certificates, the Class B-3 and the
            Class B-4 Certificates, in each case, up to their unpaid remaining
            Basis Risk Carry Forward Amounts, and then (y) any remaining amounts
            to the Class X Certificates;

                  (L) to the holders of the Class X Certificates, the remainder
            of the Class X Distributable Amount not distributed pursuant to
            Sections 4.02(a)(iii)(A)-(M); and

                  (M) to the holders of the Class R Certificates, any remaining
            amount.

            (iv) Solely for purposes of interest allocation calculations, the
      Interest Remittance Amounts attributable to Group I Mortgage Loans will be
      allocated:

                  (A) first, to the Class A-1 Certificates [and the Class A-1
            Certificate Insurer], the Accrued Certificate Interest Distribution
            Amount and any Unpaid Interest Amounts for the Class A-1
            Certificates[, and the amount of any Premium Amount and any
            Reimbursement Amount then owing to the Class A-1 Certificate Insurer
            as well as other amounts owed to the Class A-1 Certificate Insurer];
            and

                  (B) second, to the Class A-2 Certificates, in accordance with
            the priorities set forth in Section 4.02(a)(i)(A), the Accrued
            Certificate Interest Distribution Amount and any Unpaid Interest
            Amounts for such Class, to the extent not otherwise previously paid
            from Interest Remittance Amounts attributable to the Group II
            Mortgage Loans;

            (v) Solely for purposes of interest allocation calculations, the
      Interest Remittance Amounts attributable to Group II Mortgage Loans will
      be allocated:

                  (A) first, to the Class A-2 Certificates, the Accrued
            Certificate Interest Distribution Amount and any Unpaid Interest
            Amounts for the Class A-2 Certificates; and

                  (B) second, to the Class A-1 Certificates [and to the Class
            A-1 Certificate Insurer], in accordance with the priorities set
            forth in Section 4.02(a)(i)(A), the Accrued Certificate Interest
            Distribution Amount and any Unpaid Interest Amounts for the Class
            A-1 Certificates, [and the amount of any Premium Amount and any
            Reimbursement Amount then owing to the Class A-1 Certificate Insurer
            as well as other amounts owed to the Class A-1 Certificate Insurer,]
            to the extent not otherwise previously paid from the Interest
            Remittance Amounts attributable to the Group I Mortgage Loans.



                                       80
<PAGE>

            If on any Distribution Date, as a result of the foregoing allocation
rules, any Class of Class A Certificates does not receive the related Accrued
Certificate Interest Distribution Amount or the related Unpaid Interest Amount,
if any, then that unpaid amount will be recoverable by the holders of those
Classes, with interest thereon, on future Distribution Dates, as an Unpaid
Interest Amount, subject to the priorities described above. In the event the
Class Certificate Balance of any Class of Principal Certificates has been
reduced to zero, that Class of Certificates shall no longer be entitled to
receive any related unpaid Basis Risk Carry Forward Amounts except to the extent
the Class Certificate Balance is increased as a result of any Subsequent
Recovery.

            (b) On each Distribution Date, all amounts representing Prepayment
Premiums from the Mortgage Loans received during the related Prepayment Period
shall be deemed paid to the distributed to the holders of the Class P
Certificates.

            (c) All principal distributions to the Holders of the Class A
Certificates on any Distribution Date shall be allocated among the Class A-1
Certificates, the Class A-2 Certificates, based on the Class A Principal
Allocation Percentage for such Distribution Date. However, if the Class
Certificate Balances of either Class of Class A Certificates is reduced to zero,
then the remaining amount of principal distributions distributable to the Class
A Certificates on such Distribution Date, and the amount of such principal
distributions distributable on all subsequent Distribution Dates, shall be
distributed to the Holders of the other Class of Class A Certificates remaining
outstanding, in accordance with the principal distribution allocations described
in this Section 4.02(c), until their Class Certificate Balances have been
reduced to zero [(with any remaining amounts of principal distributions
allocable to the Class A-1 Certificates distributed to the Class A-1 Certificate
Insurer as reimbursement for unreimbursed claims under the Class A-1 Certificate
Insurance Policy in respect of Class A-1 Principal Parity Amounts) and if the
Class Certificate Balances of the Class A-1 Certificates are reduced to zero and
the Class A-1 Certificate Insurer has been reimbursed for claims under the Class
A-1 Certificate Insurance Policy as well as other amounts owed to the Class A-1
Certificate Insurer, then the remaining amount of principal distributions on the
Class A Certificates shall be distributed to the holders of the other Class of
Class A Certificates remaining outstanding, in accordance with the principal
distribution allocations described in this Section 4.02(c), until their Class
Certificate Balances have been reduced to zero].

            (i) Any payments of principal to the Class A-1 Certificates shall be
      made first from payments relating to the Group I Mortgage Loans and any
      payments of principal to the Class A-2 Certificates will be made first
      from payments relating to the Group II Mortgage Loans.

            (d) On any Distribution Date, any Relief Act Interest Shortfalls and
Net Prepayment Interest Shortfalls for such Distribution Date will be allocated,
pro rata, as a reduction of the Accrued Certificate Interest for the Class A,
Class M and Class B Certificates, based on the amount of interest to which such
Classes would otherwise be entitled on such Distribution Date.

            Section 4.03 Monthly Statements to Certificateholders. (a) Not later
than each Distribution Date, the Trustee shall make available to each
Certificateholder, the Servicer, [the


                                       81
<PAGE>

Class A-1 Certificate Insurer,] the Depositor and each Rating Agency a statement
setting forth with respect to the related distribution:

            (i) the amount thereof allocable to principal, separately
      identifying the aggregate amount of any Principal Prepayments and
      Liquidation Proceeds included therein;

            (ii) the amount thereof allocable to interest, any Unpaid Interest
      Amounts included in such distribution and any remaining Unpaid Interest
      Amounts after giving effect to such distribution, any Basis Risk Carry
      Forward Amount for such Distribution Date and the amount of all Basis Risk
      Carry Forward Amount covered by withdrawals from the Excess Reserve Fund
      Account on such Distribution Date;

            (iii) if the distribution to the Holders of such Class of
      Certificates is less than the full amount that would be distributable to
      such Holders if there were sufficient funds available therefor, the amount
      of the shortfall and the allocation thereof as between principal and
      interest, including any Basis Risk Carry Forward Amount not covered by
      amounts in the Excess Reserve Fund Account;

            (iv) the Class Certificate Balance of each Class of Certificates
      after giving effect to the distribution of principal on such Distribution
      Date;

            (v) the Pool Stated Principal Balance for the following Distribution
      Date;

            (vi) the amount of the Servicing Fees paid to or retained by the
      Servicer or Subservicer (with respect to the Subservicers, in the
      aggregate) with respect to such Distribution Date;

            (vii) the Pass-Through Rate for each such Class of Certificates with
      respect to such Distribution Date;

            (viii) the amount of Advances included in the distribution on such
      Distribution Date and the aggregate amount of Advances reported by the
      Servicer as outstanding as of the close of business on the Determination
      Date immediately preceding such Distribution Date;

            (ix) the number and aggregate outstanding principal balances of
      Mortgage Loans (1) as to which the Scheduled Payment is delinquent 31 to
      60 days, 61 to 90 days and 91 or more days, (2) that have become REO
      Property, (3) that are in foreclosure and (4) that are in bankruptcy, in
      each case as of the close of business on the last Business Day of the
      immediately preceding month;

            (x) for each of the preceding 12 calendar months, or all calendar
      months since the related Cut-off Date, whichever is less, the aggregate
      dollar amount of the Scheduled Payments (A) due on all Outstanding
      Mortgage Loans on each of the Due Dates in each such month and (B)
      delinquent 60 days or more on each of the Due Dates in each such month;



                                       82
<PAGE>

            (xi) with respect to all Mortgage Loans that became REO Properties
      during the preceding calendar month, the aggregate number of such Mortgage
      Loans and the aggregate Stated Principal Balance of such Mortgage Loans as
      of the close of business on the Determination Date preceding such
      Distribution Date and the date of acquisition thereof;

            (xii) the total number and principal balance of any REO Properties
      (and market value, if available) as of the close of business on the
      Determination Date preceding such Distribution Date;

            (xiii) whether a Trigger Event has occurred and is continuing
      (including the calculation of thereof and the aggregate outstanding
      balance of all 60+ Day Delinquent Mortgage Loans);

            (xiv) the amount on deposit in the Excess Reserve Fund Account
      (after giving effect to distributions on such Distribution Date);

            (xv) in the aggregate and for each Class of Certificates, the
      aggregate amount of Applied Realized Loss Amounts incurred during the
      preceding calendar month and aggregate Applied Realized Loss Amounts
      through such Distribution Date;

            (xvi) the amount of any Net Monthly Excess Cash Flow on such
      Distribution Date and the allocation thereof to the Certificateholders
      with respect to Applied Realized Loss Amounts and Unpaid Interest Amounts;

            (xvii) the Overcollateralized Amount and Specified
      Overcollateralized Amount;

            (xviii) Prepayment Premiums collected by or paid by the Servicer;

            (xix) the Cumulative Loss Percentage;

            (xx) the amount distributed on the Class X Certificates;

            (xxi) the amount of any Subsequent Recoveries for such Distribution
      Date; [and

            (xxii) the amount of any payment of principal or of interest on the
      Class A-1 Certificates to be paid from funds transferred from the Policy
      Payments Account.]

            (b) The Trustee's responsibility for providing the above statement
to the Certificateholders, each Rating Agency, the Servicer, [_______] and the
Depositor is limited to the availability, timeliness and accuracy of the
information derived from the Servicer or [_______]. The Trustee will provide the
above statement via the Trustee's internet website. The Trustee's website will
initially be located at https://www.[_______] and assistance in using the
website can be obtained by calling the Trustee's investor relations desk at
[_______]. A paper copy of the above statement will also be made available upon
request. [Notwithstanding the method by which such statements are distributed as
provided above, the Trustee shall transmit by electronic mail to the Class A-1
Certificate Insurer at [_______], no later than two Business Days prior to each
Distribution Date, such statements for such Distribution Date.]



                                       83
<PAGE>

            (c) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in clauses (a)(i) and (a)(ii) of this Section 4.03
aggregated for such calendar year or applicable 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 in effect.

            (d) Not later than the Reporting Date, the Servicer shall furnish to
the Trustee and a monthly remittance advice statement (in a format mutually
agreed upon by the Servicer and the Trustee) containing such information as
shall be reasonably requested by the Trustee to provide the reports required by
Section 4.03(a) as to the accompanying remittance and the period ending on the
close of business on the last Business Day of the immediately preceding month
(the "Servicer Remittance Report").

            The Servicer shall furnish to the Trustee an individual loan
accounting report, as of the last Business Day of each month, to document
Mortgage Loan payment activity on an individual Mortgage Loan basis. With
respect to each month, the corresponding individual loan accounting report (in
electronic format) shall be received by the Trustee no later than the Reporting
Date, which report shall contain the following:

            (i) with respect to each Scheduled Payment, the amount of such
      remittance allocable to principal (including a separate breakdown of any
      Principal Prepayment, including the date of such prepayment, and any
      Prepayment Premiums, along with a detailed report of interest on principal
      prepayment amounts remitted in accordance with Section 3.25);

            (ii) with respect to each Scheduled Payment, the amount of such
      remittance allocable to interest;

            (iii) the amount of servicing compensation received by the Servicer
      during the prior distribution period;

            (iv) the individual and aggregate Stated Principal Balance of the
      Mortgage Loans;

            (v) the aggregate of any expenses reimbursed to the Servicer during
      the prior distribution period pursuant to Section 3.11;

            (vi) the number and aggregate outstanding principal balances of
      Mortgage Loans (a) delinquent (1) 31 to 60 days, (2) 61 to 90 days, or (3)
      91 days or more; (b) as to which foreclosure has commenced; and (c) as to
      which REO Property has been acquired;

            (vii) each Mortgage Loan which has been altered, modified or varied
      during such month, and the reason for such modification (i.e., extension
      of maturity date, Mortgage Interest Rate);



                                       84
<PAGE>

            (viii) with respect to each Mortgage Loan, the amount of any
      Realized Losses for such Mortgage Loan; and

            (ix) any other information reasonably required by the Trustee to
      enable it to prepare the monthly statement referred to in Section 4.03(a).

            Section 4.04 Certain Matters Relating to the Determination of LIBOR.
LIBOR shall be calculated by the Trustee in accordance with the definition of
"LIBOR." Until all of the LIBOR Certificates are paid in full, the Trustee will
at all times retain at least four Reference Banks for the purpose of determining
LIBOR with respect to each LIBOR Determination Date. The Trustee initially shall
designate the Reference Banks (after consultation with the Depositor). Each
"Reference Bank" shall be a leading bank engaged in transactions in Eurodollar
deposits in the international Eurocurrency market, shall not control, be
controlled by, or be under common control with, the Trustee and shall have an
established place of business in London. If any such Reference Bank should be
unwilling or unable to act as such or if the Trustee should terminate its
appointment as Reference Bank, the Trustee shall promptly appoint or cause to be
appointed another Reference Bank (after consultation with the Depositor). The
Trustee shall have no liability or responsibility to any Person for (i) the
selection of any Reference Bank for purposes of determining LIBOR or (ii) any
inability to retain at least four Reference Banks which is caused by
circumstances beyond its reasonable control.

            The Pass-Through Rate for each Class of LIBOR Certificates for each
Interest Accrual Period shall be determined by the Trustee on each LIBOR
Determination Date so long as the LIBOR Certificates are outstanding on the
basis of LIBOR and the respective formulae appearing in footnotes corresponding
to the LIBOR Certificates in the table relating to the Certificates in the
Preliminary Statement. The Trustee shall not have any liability or
responsibility to any Person for its inability, following a good-faith
reasonable effort, to obtain quotations from the Reference Banks or to determine
the arithmetic mean referred to in the definition of LIBOR, all as provided for
in this Section 4.04 and the definition of LIBOR. The establishment of LIBOR and
each Pass-Through Rate for the LIBOR Certificates by the Trustee shall (in the
absence of manifest error) be final, conclusive and binding upon each Holder of
a Certificate and the Trustee.

            Section 4.05 Allocation of Applied Realized Loss Amounts. Any
Applied Realized Loss Amounts will be allocated to the most junior Class of
Subordinated Certificates then outstanding in reduction of the Class Certificate
Balance thereof. In the event Applied Realized Loss Amounts are allocated to any
Class of Principal Certificates, their Class Principal Balances shall be reduced
by the amount so allocated, and no funds will be distributable with respect to
the written down amounts (including without limitation Basis Risk Carry Forward
Amounts) or with respect to interest on the written down amounts on that
Distribution Date or any future Distribution Dates, even if funds are otherwise
available for distribution. Notwithstanding the foregoing, the Class Certificate
Balance of each Class of Subordinated Certificates that has been previously
reduced by Applied Realized Loss Amounts will be increased, in order of
seniority, by the amount of the Subsequent Recoveries (but not in excess of the
Applied Realized Loss Amount allocated to the applicable Class of Subordinated
Certificates).



                                       85
<PAGE>

            [Section 4.06 Certain Matters Regarding the Class A-1 Certificate
Insurer. (a) Each of the Depositor, the Servicer and the Trustee, and, by
accepting its Class A-1 Certificate, each Holder of a Class A-1 Certificate,
agrees that unless a Class A-1 Certificate Insurer Default has occurred and is
continuing, the Class A-1 Certificate Insurer shall have the right to exercise
all rights of the Holders of the Class A-1 Certificates under this Agreement
(except as provided in Section 5.07 hereof) without any further consent of the
Holders of the Class A-1 Certificates.

            In addition, each Holder of Class A-1 Certificates agrees that,
unless a Class A-1 Certificate Insurer Default has occurred and is continuing,
the rights specifically set forth above may be exercised by the Holders of Class
A-1 Certificates only with the prior written consent of the Class A-1
Certificate Insurer.

            (b) Unless a Class A-1 Certificate Insurer Default has occurred and
is continuing, the Trustee shall not undertake any litigation pursuant to
Section 8.02(i) at the request or direction of the Holders of the Class A-1
Certificates, without the prior written consent of the Class A-1 Certificate
Insurer, which consent shall not be unreasonably withheld; provided, however,
nothing contained herein shall prohibit or prevent the Trustee from defending
itself or the Trust Fund or taking any action related thereto.]

            [Section 4.07 Claims Upon the Class A-1 Certificate Insurance
Policy; Policy Payments Account.

            (a) If, at or before 12:00 p.m., New York time, on the second
Business Day prior to a Distribution Date, the Trustee determines that the Class
A-1 Certificate Insured Amount will be greater than zero, then the Trustee shall
give notice to the Class A-1 Certificate Insurer by telephone or telecopy of the
amount of such Class A-1 Certificate Insured Amount. Such notice of such Class
A-1 Certificate Insured Amount shall be confirmed in writing in the form set
forth as Exhibit A to the Endorsement to the Class A-1 Certificate Insurance
Policy, to the Class A-1 Certificate Insurer and the Fiscal Agent (as defined in
the Class A-1 Certificate Insurance Policy), if any, at or before 12:00 p.m.,
New York time, on the second Business Day prior to such Distribution Date.
Following Receipt (as defined in the Class A-1 Certificate Insurance Policy) by
the Class A-1 Certificate Insurer of such notice in such form, the Class A-1
Certificate Insurer or the Fiscal Agent will pay any amount payable under the
Class A-1 Certificate Insurance Policy on the later to occur of (i) 12:00 p.m.,
New York time, on the second Business Day following such receipt and (ii) 12:00
p.m., New York time, on the Distribution Date to which such Class A-1
Certificate Insured Amount relates, as provided in the Endorsement to the Class
A-1 Certificate Insurance Policy.

            (b) The Trustee shall establish a segregated non-interest bearing
trust account for the benefit of Holders of the Class A-1 Certificates and the
Class A-1 Certificate Insurer referred to herein as the "Policy Payments
Account" over which the Trustee shall have exclusive control and sole right of
withdrawal. The Trustee shall deposit any amount paid under the Class A-1
Certificate Insurance Policy in the Policy Payments Account and distribute such
amount only for purposes of payment to Holders of Class A-1 Certificates of the
Class A-1 Certificate Insurance Amount or any amount in respect of a Preference
Claim (as defined in the Class A-1 Certificate Insurance Policy) for which a
claim under the Class A-1 Certificate


                                       86
<PAGE>

Insurance Policy was made, and such amount may not be applied to satisfy any
costs, expenses or liabilities of the Servicer, the Depositor, the Trustee or
the Trust Fund. Amounts paid under the Class A-1 Certificate Insurance Policy
shall be transferred to the Distribution Account in accordance with the next
succeeding paragraph and disbursed by the Trustee to Holders of Class A-1
Certificates in accordance with this Section 4.07(b) (or, in the case of an
amount in respect of a Preference Claim, to the related Holders of Class A-1
Certificates as contemplated in Section 4.07(d)). It shall not be necessary for
such payments to be made by checks or wire transfers separate from the checks or
wire transfers used to pay the other distributions to be made to such Holders
pursuant to Section 4.02. However, the amount of any payment of principal of or
interest on the Class A-1 Certificates to be paid from funds transferred from
the Policy Payments Account shall be noted as provided in Section 4.07(c) and in
the statement to be furnished to Holders of the Class A-1 Certificates pursuant
to Section 4.03. Funds held in the Policy Payments Account shall not be
invested.

            On any Distribution Date with respect to which a claim has been made
under the Class A-1 Certificate Insurance Policy, the amount of any funds
received by the Trustee as a result of any claim under the Class A-1 Certificate
Insurance Policy, to the extent required to pay the Class A-1 Certificate
Insured Amount on such Distribution Date, shall be withdrawn from the Policy
Payments Account and deposited in the Distribution Account and applied by the
Trustee, directly to the payment in full of the Class A-1 Certificate Insured
Amount due on the Class A-1 Certificates. Funds received by the Trustee as a
result of any claim under the Class A-1 Certificate Insurance Policy shall be
deposited by the Trustee in the Policy Payments Account and used solely for
payment to the Holders of the Class A-1 Certificates and may not be applied to
satisfy any costs, expenses or liabilities of the Servicer, the Representative,
the Depositor, the Trustee or the Trust Fund. Any funds remaining in the Policy
Payments Account on the first Business Day following a Distribution Date shall
be remitted to the Class A-1 Certificate Insurer, pursuant to the instructions
of the Class A-1 Certificate Insurer, by the end of such Business Day.

            (c) The Trustee shall keep a complete and accurate record of the
amount of interest and principal paid in respect of any Class A-1 Certificate
from moneys received under the Class A-1 Certificate Insurance Policy. The Class
A-1 Certificate Insurer shall have the right to inspect such records at
reasonable times during normal business hours upon two Business Days' prior
notice to the Trustee.

            (d) The Trustee shall promptly notify the Class A-1 Certificate
Insurer and its fiscal agent of any proceeding or the institution of any action,
of which a Responsible Officer of the Trustee has actual knowledge, seeking the
avoidance as a preferential transfer under applicable bankruptcy, insolvency,
receivership or similar law (a "Preference Claim") of any Class A-1 Certificate
Insured Amount made with respect to the Class A-1 Certificates. Each Holder of
the Class A-1 Certificates, by its purchase of such Certificates, the Servicers,
the Depositor and the Trustee hereby agree that the Class A-1 Certificate
Insurer (so long as no Class A-1 Certificate Insurer Default has occurred and is
continuing) may at any time during the continuation of any proceeding relating
to a Preference Claim direct all matters relating to such Preference Claim,
including, without limitation, (i) the direction of any appeal of any order
relating to such Preference Claim and (ii) the posting of any surety,
supersedeas or performance bond pending any such appeal. In addition and without
limitation of the foregoing, the Class A-1


                                       87
<PAGE>

Certificate Insurer shall be subrogated to the rights of the Servicers, the
Depositor, the Trustee and each Holder of the Class A-1 Certificates in the
conduct of any such Preference Claim, including, without limitation, all rights
of any party to an adversary proceeding action with respect to any court order
issued in connection with any such Preference Claim.]

            [Section 4.08 Effect of Payments by Class A-1 Certificate Insurer;
Subrogation. Anything herein to the contrary notwithstanding, any payment with
respect to principal of or interest on any of the Class A-1 Certificates which
is made with moneys received pursuant to the terms of the Class A-1 Certificate
Insurance Policy shall not, other than for federal income tax purposes, be
considered payment of such Certificates from the Trust Fund and shall not, other
than for federal income tax purposes, result in the payment of or the provision
for the payment of the principal of or interest on such Certificates within the
meaning of Section 4.01. The Depositor, the Servicer and the Trustee
acknowledge, and each Holder of a Class A-1 Certificate by its acceptance of
such a Certificate agrees, that without the need for any further action on the
part of the Class A-1 Certificate Insurer, the Depositor, the Servicer or the
Trustee (a) to the extent the Class A-1 Certificate Insurer makes payments,
directly or indirectly, on account of principal of or interest on any Class A-1
Certificates to the Holders of such Certificates, the Class A-1 Certificate
Insurer will be fully subrogated to the rights of such Holders to receive such
principal and interest from the Trust Fund and (b) the Class A-1 Certificate
Insurer shall be paid such principal and interest but only from the sources and
in the manner provided herein for the payment of such principal and interest.

            The Trustee, the Depositor and the Servicer shall cooperate in all
respects with any reasonable request by the Class A-1 Certificate Insurer for
action to preserve or enforce the Class A-1 Certificate Insurer's rights or
interests under this Agreement without limiting the rights or affecting the
interests of the Holders as otherwise set forth herein.]

            [Section 4.09 Notices to Class A-1 Certificate Insurer. All notices,
statements, reports, certificates or opinions required by this Agreement to be
sent to any other party hereto or to any of the Holders of the Class A-1
Certificates shall also be sent to the Class A-1 Certificate Insurer.]

            [Section 4.10 Trustee To Hold Class A-1 Certificate Insurance
Policy. The Trustee shall hold the Class A-1 Certificate Insurance Policy in
trust as agent for the Holders of the Class A-1 Certificates for the purpose of
making claims thereon and distributing the proceeds thereof. Upon the later of
(a) the date upon which the Certificate Principal Balance of the Class A-1
Certificates has been reduced to zero and all Class A-1 Certificate Insured
Amounts have been paid and (b) the date the Term of This Policy (as defined in
the Class A-1 Certificate Insurance Policy) ends, the Trustee shall surrender
the Class A-1 Certificate Insurance Policy to the Class A-1 Certificate Insurer
for cancellation. Neither the Class A-1 Certificate Insurance Policy nor the
amounts paid on the Class A-1 Certificate Insurance Policy will constitute part
of the Trust Fund or assets of any Trust REMIC created by this Agreement. Each
Holder of Class A-1 Certificates, by accepting its Certificates, appoints the
Trustee as attorney in fact for the purpose of making claims under the Class A-1
Certificate Insurance Policy.]



                                       88
<PAGE>

                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates. The Certificates shall be
substantially in the forms attached hereto as exhibits. The Certificates shall
be issuable in registered form, in the minimum denominations, integral multiples
in excess thereof (except that one Certificate in each Class may be issued in a
different amount which must be in excess of the applicable minimum denomination)
and aggregate denominations per Class set forth in the Preliminary Statement.

            The Depositor hereby directs the Trustee to register the Class X and
Class P Certificates in the name of the Depositor or its designee. On a date as
to which the Depositor notifies the Trustee, the Depositor hereby directs the
Trustee to transfer the Class X and Class P Certificates in the name of the NIM
Trustee, or such other name or names as the Depositor shall request, and to
deliver such Class X and Class P Certificates to [_______], as NIM Trustee, or
to such other Person or Persons as the Depositor shall request.

            Subject to Section 9.02 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee shall make distributions to
each Certificateholder of record on the preceding Record Date either (x) by wire
transfer in immediately available funds to the account of such holder at a bank
or other entity having appropriate facilities therefor as directed by that
Certificateholder by written wire instructions provided to the Trustee or (y),
in the event that no wire instructions are provided to the Trustee, by check
mailed by first class mail to such Certificateholder at the address of such
holder appearing in the Certificate Register.

            The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time such
signatures were affixed, authorized to sign on behalf of the Trustee shall bind
the Trustee, notwithstanding that such individuals or any of them have ceased to
be so authorized prior to the authentication and delivery of any such
Certificates or did not hold such offices at the date of such Certificate. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless authenticated by the Trustee by manual signature, and
such authentication upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates shall be dated the date of their authentication. On
the Closing Date, the Trustee shall authenticate the Certificates to be issued
at the direction of the Depositor, or any affiliate thereof.

            The Depositor shall provide, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.

            Section 5.02 Certificate Register; Registration of Transfer and
Exchange of Certificates. (a) The Trustee shall maintain, or cause to be
maintained in accordance with the provisions of Section 5.06, a Certificate
Register for the Trust Fund in which, subject to the provisions of subsections
(b) and (c) below and 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. Upon surrender for registration of
transfer of any


                                       89
<PAGE>

Certificate, the Trustee shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and aggregate Percentage Interest.

            At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing. In the event, the
Depositor or an Affiliate transfers the Class X Certificates, or a portion
thereof, to another Affiliate, it shall notify the Trustee in writing of the
affiliated status of the transferee. The Trustee shall have no liability
regarding the lack of notice with respect thereto.

            No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but 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 may be required.

            All Certificates surrendered for registration of transfer or
exchange shall be cancelled and subsequently destroyed by the Trustee in
accordance with the Trustee's customary procedures.

            (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. Except
with respect to (i) the transfer of the Class X, Class P and Class R
Certificates, to the Depositor or an Affiliate of the Depositor, (ii) the
transfer of the Class X or Class P Certificates to the NIM Issuer or the NIM
Trustee, or (iii) a transfer of the Class X or Class P Certificates from the NIM
Issuer or the NIM Trustee to the Depositor or an Affiliate of the Depositor, in
the event that a transfer of a Private Certificate which is a Physical
Certificate is to be made in reliance upon an exemption from the Securities Act
and such laws, in order to assure compliance with the Securities Act and such
laws, the Certificateholder desiring to effect such transfer shall certify to
the Trustee in writing the facts surrounding the transfer in substantially the
form set forth in Exhibit H (the "Transferor Certificate") and either (i) there
shall be delivered to the Trustee a letter in substantially the form of Exhibit
I (the "Rule 144A Letter") or (ii) in the case of the Class X Certificates,
there shall be delivered to the Trustee at the expense of the transferor an
Opinion of Counsel that such transfer may be made without registration under the
Securities Act. In the event that a transfer of a Private Certificate which is a
Book-Entry Certificate is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with the Securities
Act and such laws, the Certificateholder desiring to effect such transfer will
be deemed to have made as of the transfer date each of the certifications set
forth in the Transferor Certificate in respect of such Certificate and the
transferee will be deemed to have made as of the transfer date each of the
certifications set forth in the Rule 144A Letter in respect of such Certificate,
in each case as if such Certificate were evidenced by a Physical Certificate.
The Depositor shall provide to any Holder of a Private


                                       90
<PAGE>

Certificate and any prospective transferee designated by any 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 Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee and the Servicer shall cooperate
with the Depositor in providing the Rule 144A information referenced in the
preceding sentence, including providing to the Depositor such information
regarding the Certificates, the Mortgage Loans and other matters regarding the
Trust Fund as the Depositor shall reasonably request to meet its obligation
under the preceding sentence. Each Holder of a Private Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee and
the Depositor and the Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

            Except with respect to (i) the transfer of the Class R, Class X and
Class P Certificates to the Depositor or an affiliate of the Depositor, (ii) the
transfer of the Class X or Class P Certificates to the NIM Issuer or the NIM
Trustee, or (iii) a transfer of the Class X or Class P Certificates from the NIM
Issuer or the NIM Trustee to the Depositor or an Affiliate of the Depositor, no
transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
shall have received either (i) a representation from the transferee of such
Certificate acceptable to and in form and substance satisfactory to the Trustee
(in the event such Certificate is a Private Certificate or a Residual
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
I), to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA, a plan subject to Section 4975 of
the Code or a plan subject to any Federal, state or local law ("Similar Law")
materially similar to the foregoing provisions of ERISA or the Code, nor a
person acting on behalf of any such plan or arrangement nor using the assets of
any such plan or arrangement to effect such transfer, (ii) in the case of an
ERISA-Restricted Certificate other than a Residual Certificate or a Class P
Certificate that has been the subject of an ERISA-Qualifying Underwriting and
the purchaser is an insurance company, a representation that the purchaser is an
insurance company that is purchasing such Certificates with funds contained in
an "insurance company general account" (as such term is defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificates are covered under Sections I and III
of PTCE 95-60 or (iii) in the case of any such ERISA-Restricted Certificate
other than a Residual Certificate or a Class P Certificate presented for
registration in the name of an employee benefit plan subject to Title I of
ERISA, a plan or arrangement subject to Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a plan subject to Similar Law, or a
trustee of any such plan or any other person acting on behalf of any such plan
or arrangement or using such plan's or arrangement's assets, an Opinion of
Counsel satisfactory to the Trustee and the Depositor, which Opinion of Counsel
shall not be an expense of the Trustee, the Depositor, the Servicer or the Trust
Fund, addressed to the Trustee, to the effect that the purchase or holding of
such ERISA-Restricted Certificate will not constitute or result in a non-exempt
prohibited transaction within the meaning of ERISA, Section 4975 of the Code or
any Similar Law and will not subject the Trustee or the Servicer to any
obligation in addition to those expressly undertaken in this Agreement or to any
liability. For purposes of the preceding sentence, with respect to an
ERISA-Restricted Certificate that is not a Private Certificate or a Residual
Certificate, in the event the representation letter referred to in the preceding
sentence is not furnished, such representation shall be deemed to have been


                                       91
<PAGE>

made to the Trustee by the transferee's (including an initial acquirer's)
acceptance of the ERISA-Restricted Certificates. Notwithstanding anything else
to the contrary herein, (a) any purported transfer of an ERISA Restricted
Certificate, other than a Class P Certificate Residual Certificate, to or on
behalf of an employee benefit plan subject to ERISA, the Code or Similar Law
without the delivery to the Trustee of an Opinion of Counsel satisfactory to the
Trustee as described above shall be void and of no effect and (b) any purported
transfer of a Class P Certificate or Residual Certificate to a transferee that
does not make the representation in clause (i) above shall be void and of no
effect.

            None of the Class R or Class P Certificates may be sold to any
employee benefit plan subject to Title I of ERISA, any plan subject to Section
4975 of the Code, or any plan subject to any Similar Law or any person investing
on behalf of or with plan assets of such plan.

            To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA-Restricted Certificate that is in fact
not permitted by this Section 5.02(b) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.

            (c) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:

            (i) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall be a Permitted Transferee and shall promptly
      notify the Trustee of any change or impending change in its status as a
      Permitted Transferee;

            (ii) No Ownership Interest in a Residual Certificate may be
      registered on the Closing Date or thereafter transferred, and the Trustee
      shall not register the Transfer of any Residual Certificate unless, in
      addition to the certificates required to be delivered to the Trustee under
      subparagraph (b) above, the Trustee shall have been furnished with an
      affidavit (a "Transfer Affidavit") of the initial owner or the proposed
      transferee in the form attached hereto as Exhibit G;

            (iii) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall agree (A) to obtain a Transfer Affidavit from
      any other Person to whom such Person attempts to Transfer its Ownership
      Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit
      from any Person for whom such Person is acting as nominee, trustee or
      agent in connection with any Transfer of a Residual Certificate and (C)
      not to Transfer its Ownership Interest in a Residual Certificate or to
      cause the Transfer of an Ownership Interest in a Residual Certificate to
      any other Person if it has actual knowledge that such Person is not a
      Permitted Transferee;



                                       92
<PAGE>

            (iv) Any attempted or purported Transfer of any Ownership Interest
      in a Residual Certificate in violation of the provisions of this Section
      5.02(c) shall be absolutely null and void and shall vest no rights in the
      purported Transferee. If any purported transferee shall become a Holder of
      a Residual Certificate in violation of the provisions of this Section
      5.02(c), then the last preceding Permitted Transferee shall be restored to
      all rights as Holder thereof retroactive to the date of registration of
      Transfer of such Residual Certificate. The Trustee shall be under no
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by Section 5.02(b) and this
      Section 5.02(c) or for making any payments due on such Certificate to the
      Holder thereof or taking any other action with respect to such Holder
      under the provisions of this Agreement so long as the Transfer was
      registered after receipt of the related Transfer Affidavit, Transferor
      Certificate and the Rule 144A Letter. The Trustee shall be entitled but
      not obligated to recover from any Holder of a Residual Certificate that
      was in fact not a Permitted Transferee at the time it became a Holder or,
      at such subsequent time as it became other than a Permitted Transferee,
      all payments made on such Residual Certificate at and after either such
      time. Any such payments so recovered by the Trustee shall be paid and
      delivered by the Trustee to the last preceding Permitted Transferee of
      such Certificate; and

            (v) The Depositor shall use its best efforts to make available, upon
      receipt of written request from the Trustee, all information necessary to
      compute any tax imposed under Section 860E(e) of the Code as a result of a
      Transfer of an Ownership Interest in a Residual Certificate to any Holder
      who is not a Permitted Transferee.

            The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trust Fund, the Trustee, [_______] or
the Servicer, to the effect that the elimination of such restrictions will not
cause either Trust REMIC to fail to qualify as a REMIC at any time that the
Certificates are outstanding or result in the imposition of any tax on the Trust
Fund, a Certificateholder or another Person. Each Person holding or acquiring
any Ownership Interest in a Residual Certificate hereby consents to any
amendment of this Agreement which, based on an Opinion of Counsel furnished to
the Trustee, is reasonably necessary (a) to ensure that the record ownership of,
or any beneficial interest in, a Residual Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and (b)
to provide for a means to compel the Transfer of a Residual Certificate which is
held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.

            (d) The preparation and delivery of all certificates and opinions
referred to above in this Section 5.02 in connection with transfer shall be at
the expense of the parties to such transfers.

            (e) Except as provided below, the Book-Entry Certificates shall at
all times remain registered in the name of the Depository or its nominee and at
all times: (i) registration of the Certificates may not be transferred by the
Trustee except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with


                                       93
<PAGE>

respect to ownership and transfers of such Book-Entry Certificates; (iii)
ownership and transfers of registration of the Book-Entry Certificates on the
books of the Depository shall be governed by applicable rules established by the
Depository; (iv) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (v) the Trustee shall
deal with the Depository, Depository Participants and indirect participating
firms as representatives of the Certificate Owners of the Book-Entry
Certificates for purposes of exercising the rights of holders under this
Agreement, and requests and directions for and votes of such representatives
shall not be deemed to be inconsistent if they are made with respect to
different Certificate Owners; and (vi) the Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners.

            All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

            If (x) (i) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (ii) the Trustee or the Depositor is
unable to locate a qualified successor, or (y) the Depositor notifies the
Depository of its intent to terminate the book-entry system through the
Depository and, upon receipt of notice of such intent from the Depository, the
Depository Participants holding beneficial interests in the Book-Entry
Certificates agree to initiate such termination, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability of definitive, fully-registered Certificates (the
"Definitive Certificates") to Certificate Owners requesting the same. Upon
surrender to the Trustee of the related Class of Certificates by the Depository,
accompanied by the instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates. None of the Servicer, the
Depositor or the Trustee shall be liable for any delay in delivery of such
instruction and each may conclusively rely on, and shall be protected in relying
on, such instructions. The Depositor shall provide the Trustee with an adequate
inventory of Certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder;
provided, that the Trustee shall not by virtue of its assumption of such
obligations become liable to any party for any act or failure to act of the
Depository.

            (f) Each Private Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer and accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and
all appropriate attachments) or W-9 in form satisfactory to the Trustee and the
Certificate Registrar, duly executed by the Certificateholder or his attorney
duly authorized in writing. Each Certificate presented or surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Certificate


                                       94
<PAGE>

Registrar in accordance with its customary practice. No service charge shall be
made for any registration of transfer or exchange of Private Certificates, but
the Trustee or the Certificate Registrar 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 Private Certificates.

            Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Trustee, or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Depositor, the Servicer[, the
Class A-1 Certificate Insurer] and the Trustee such security or indemnity as may
be required by them to hold each of them harmless, then, in the absence of
notice to the Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like Class, tenor and Percentage Interest. In connection with the
issuance of any new Certificate under this Section 5.03, 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 Trustee) connected therewith. Any replacement
Certificate issued pursuant to this Section 5.03 shall constitute complete and
indefeasible evidence of ownership, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

            Section 5.04 Persons Deemed Owners. The Servicer, the Trustee, the
Depositor[, the Class A-1 Certificate Insurer] and any agent of the Servicer,
the Depositor[, the Class A-1 Certificate Insurer] or the Trustee may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and none of the Servicer, the
Trustee, the Depositor, [the Class A-1 Certificate Insurer] or any agent of the
Servicer, the Depositor, [the Class A-1 Certificate Insurer] or the Trustee
shall be affected by any notice to the contrary.

            Section 5.05 Access to List of Certificateholders' Names and
Addresses. If three or more Certificateholders (a) request such information in
writing from the Trustee, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication which such Certificateholders propose to transmit, or if the
Depositor or the Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Depositor, the Servicer or such Certificateholders at
such recipients' expense the most recent list of the Certificateholders of such
Trust Fund held by the Trustee, if any. The Depositor and every
Certificateholder, by receiving and holding a Certificate, agree that the
Trustee shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of
the source from which such information was derived.

            Section 5.06 Maintenance of Office or Agency. The Trustee will
maintain or cause to be maintained at its expense an office or offices or agency
or agencies in New York City where Certificates may be surrendered for
registration of transfer or exchange. The Trustee initially designates the
offices of its agent for such purposes, located at DTC Transfer Agent


                                       95
<PAGE>

Services, [_______]. The Trustee will give prompt written notice to the
Certificateholders of any change in such location of any such office or agency.

            [Section 5.07 Rights of the Class A-1 Certificate Insurer to
Exercise Rights of Class A-1 Certificateholders. (a) By accepting its Class A-1
Certificate, each Class A-1 Certificateholder agrees that, unless a Class A-1
Certificate Insurer Default exists, the Class A-1 Certificate Insurer shall be
deemed to be the Class A-1 Certificateholders for all purposes (other than with
respect to the receipt of payment on the Class A-1 Certificates) and shall have
the right to exercise all rights of the Class A-1 Certificateholders under this
Agreement and under the Class A-1 Certificates without any further consent of
the Class A-1 Certificateholders.]

            [Section 5.08 Class A-1 Certificate Insurer Default. Notwithstanding
anything elsewhere in this Agreement or in the Certificates to the contrary, if
a Class A-1 Certificate Insurer Default exists, or if and to the extent the
Class A-1 Certificate Insurer has delivered its written renunciation of all of
its rights under this Agreement, all provisions of this Agreement which (a)
permit the Class A-1 Certificate Insurer to exercise rights of the Class A-1
Certificateholders, (b) restrict the ability of the Certificateholders, the
Servicers or the Trustee to act without the consent or approval of the Class A-1
Certificate Insurer, (c) provide that a particular act or thing must be
acceptable to the Class A-1 Certificate Insurer, (d) permit the Class A-1
Certificate Insurer to direct (or otherwise to require) the actions of the
Trustee, the Servicer or the Certificateholders, (e) provide that any action or
omission taken with the consent, approval or authorization of the Class A-1
Certificate Insurer shall be authorized hereunder or shall not subject the party
taking or omitting to take such action to any liability hereunder or (f) have a
similar effect, shall be of no further force and effect and the Trustee shall
administer the Trust Fund and perform its obligations hereunder solely for the
benefit of the Holders of the Certificates. Nothing in the foregoing sentence,
nor any action taken pursuant thereto or in compliance therewith, shall be
deemed to have released the Class A-1 Certificate Insurer from any obligation or
liability it may have to the Class A-1 Certificateholders, under the Class A-1
Certificate Insurance Policy or under applicable law; provided, however, that
any rights relating to payment (including reimbursements and payment of
Premium), receipt of notices or reports, or consent rights relating to
amendments to this Agreement or consent rights relating to the optional
termination provided for in Section 9.01 of this Agreement shall continue during
any such Class A-1 Certificate Insurer Default. At such time as the Class A-1
Certificates are no longer outstanding hereunder, and no amounts owed to the
Class A-1 Certificate Insurer hereunder remain unpaid and the Class A-1
Certificate Insurance Policy is marked cancelled and returned to the Class A-1
Certificate Insurer, the Class A-1 Certificate Insurer's rights hereunder (other
than rights of indemnification) shall terminate.]

                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

            Section 6.01 Respective Liabilities of the Depositor and the
Servicer. The Depositor and the Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by them herein.



                                       96
<PAGE>

            Section 6.02 Merger or Consolidation of the Depositor or the
Servicer. The Depositor and the Servicer will each keep in full effect its
existence, rights and franchises as a corporation, federally chartered savings
bank or limited partnership as the case may be, under the laws of the United
States or under the laws of one of the states thereof and will each obtain and
preserve its qualification to do business as a foreign corporation or limited
partnership, as applicable, in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of this
Agreement, or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

            Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any Person resulting from any merger or consolidation to which
the Depositor or the Servicer shall be a party, or any person succeeding to the
business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, 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; provided, however, that
the successor or surviving Person to the Servicer shall be qualified to sell
mortgage loans to, and to service mortgage loans on behalf of, Fannie Mae or
Freddie Mac, and meets the requirements of Section 7.02, and provided, further,
that such merger, consolidation or succession does not adversely affect the then
current rating or ratings on the Principal Certificates [without reference to
the Class A-1 Certificate Insurance Policy].

            Section 6.03 Limitation on Liability of the Depositor, the Servicer
and Others. Neither the Depositor, the Servicer nor any of their respective
directors, officers, employees or agents shall be under any liability to the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Servicer or any such Person against any breach of representations or warranties
made by it herein or protect the Depositor, the Servicer or any such Person from
any liability which would otherwise be imposed by reasons of willful
misfeasance, bad faith or negligence (or gross negligence in the case of the
Depositor) in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Servicer and any director,
officer, employee or agent of the Depositor and the Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee, Affiliate or agent of the Depositor and the
Servicer shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any audit, controversy or
judicial proceeding relating to a governmental taxing authority or any legal
action relating to this Agreement or the Certificates or any other unanticipated
or extraordinary expense, other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence (or gross negligence in
the case of the Depositor) in the performance of duties hereunder or by reason
of reckless disregard of obligations and duties hereunder. Neither the Depositor
nor the Servicer shall be under any obligation to appear in, prosecute or defend
any legal action that is not incidental to its respective duties hereunder and
which in its opinion may involve it in any expense or liability; provided,
however, that each of the Depositor and the Servicer may in its discretion
undertake any such action (or direct the Trustee to undertake such actions
pursuant to Section 2.03 for the benefit of the Certificateholders) that it may
deem necessary or desirable in respect of this Agreement and the rights and
duties of the parties hereto and interests of the Trustee and the


                                       97
<PAGE>

Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, and the Servicer shall be
entitled to be reimbursed therefor out of the related Collection Account.

            Section 6.04 Limitation on Resignation of a Servicer. (a) The
Servicer shall not assign this Agreement or resign from the obligations and
duties hereby imposed on it except (i) by mutual consent of the Servicer, the
Depositor and the Trustee or (ii) upon the determination that its duties
hereunder are no longer permissible under applicable law and such incapacity
cannot be cured by the Servicer. Any such determination permitting the
resignation of the Servicer under clause (ii) above shall be evidenced by an
Opinion of Counsel to such effect delivered to the Depositor and the Trustee
which Opinion of Counsel shall be in form and substance acceptable to the
Depositor and the Trustee. No such resignation shall become effective until a
successor shall have assumed the Servicer's responsibilities and obligations
hereunder.

            Section 6.05 Additional Indemnification by the Servicer; Third Party
Claims. The Servicer shall indemnify the Depositor and any Affiliate, director,
officer, employee or agent of the Depositor[, the Class A-1 Certificate Insurer]
and the Trustee and hold each of them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
any of them may sustain in any way related to any breach by the Servicer of (i)
any of its representations and warranties referred to in Section 2.03(a), (ii)
any error in any tax or information return prepared by the Servicer, or (iii)
the failure of the Servicer to perform its duties and service the Mortgage Loans
in compliance with the terms of this Agreement. The Servicer immediately shall
notify the Depositor[, the Class A-1 Certificate Insurer] and the Trustee if
such claim is made by a third party with respect to this Agreement or the
Mortgage Loans, assume (with the prior written consent of the Depositor and the
Trustee) the defense of any such claim and pay all expenses in connection
therewith, including reasonable counsel fees, and promptly pay[, the Class A-1
Certificate Insurer discharge and satisfy any judgment or decree which may be
entered against it or the Depositor, the Class A-1 Certificate Insurer or the
Trustee in respect of such claim].

                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default. "Event of Default," wherever used
herein, means any one of the following events:

            (a) any failure by the Servicer to remit to the Trustee any payment
required to be made under the terms of this Agreement which continues unremedied
for a period of one Business Day after the date upon which written notice of
such failure, requiring the same to be remedied, shall have been given to the
Servicer by the Depositor, or by the Trustee, or to the Servicer, the Depositor
and the Trustee by Certificateholders entitled to at least 25% of the Voting
Rights; or



                                       98
<PAGE>

            (b) the failure on the part of the Servicer duly to observe or
perform in any material respect any other of the covenants or agreements on the
part of the Servicer set forth in this Agreement, which continues unremedied for
a period of thirty days after the earlier of (i) the date on which written
notice of such failure, requiring the same to be remedied, shall have been given
to the Servicer by the Depositor or by the Trustee, or to the Servicer, the
Depositor and the Trustee by Certificateholders of Certificates entitled to at
least 25% of the Voting Rights and (ii) actual knowledge of such failure by a
Servicing Officer of the Servicer; provided, however, that in the case of a
failure or breach that cannot be cured within 30 days after notice or actual
knowledge by the Servicer, the cure period may be extended for an additional 30
days upon delivery by the Servicer to the Trustee of a certificate to the effect
that the Servicer believes in good faith that the failure or breach can be cured
within such additional time period and the Servicer is diligently pursuing
remedial action; or

            (c) the failure by the Servicer in any month to deliver the Servicer
Remittance Report to the Trustee, and such failure continues uncured for more
than 30 days after the date upon which written notice of such failure, requiring
the same to be remedied, shall have been given to the Servicer by the Depositor,
or by the Trustee, or to the Servicer, the Depositor and the Trustee by
Certificateholders entitled to at least 25% of the Voting Rights; or

            (d) a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or
liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling of
assets and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Servicer and
such decree or order shall have remained in force undischarged or unstayed for a
period of sixty days; or

            (e) the Servicer shall consent to the appointment of a conservator
or receiver or liquidator in any insolvency, bankruptcy, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Servicer or of or relating to all or substantially all of its property; or

            (f) the Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its obligations; or

            (g) if a Cumulative Loss Trigger occurs; or

            (h) any failure of the Servicer to make any P&I Advance on any
Remittance Date required to be made from its own funds pursuant to Section 4.01
which continues unremedied for one Business Day immediately following the
Remittance Date; or

            (i) if a Delinquency Trigger occurs; or

            (j) a breach of any representation and warranty of the Servicer
referred to in Section 2.03(a), which materially and adversely affects the
interests of the Certificateholders and which continues unremedied for a period
of thirty days after the date upon which written notice of such breach is given
to the Servicer by the Trustee or by the Depositor, or to the Servicer, the



                                       99
<PAGE>

Trustee and the Depositor by Certificateholders entitled to at least 25% of the
Voting Rights in the Certificates; or

            (k) with respect to the Servicer only, any reduction, withdrawal or
qualification of the servicer rating of the Servicer by any Rating Agency which
results in the inability of the Servicer to act as a primary or special servicer
for any mortgage-backed or asset-backed transaction rated or to be rated by any
Rating Agency.

            If an Event of Default described in clauses (a) through (k) of this
Section 7.01 shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, the Trustee may, or at the
direction of Certificateholders entitled to a majority of the Voting Rights the
Trustee shall, by notice in writing to the Servicer (with a copy to each Rating
Agency), terminate all of the rights and obligations of the Servicer under this
Agreement and in and to the Mortgage Loans serviced by the Servicer and the
proceeds thereof, other than its rights as a Certificateholder hereunder;
provided, however, that the Trustee shall not be required to give written notice
to the Servicer of the occurrence of an Event of Default described in clauses
(b) through (h), (j) and (k) of this Section 7.01 unless and until a Responsible
Officer of the Trustee has actual knowledge of the occurrence of such an Event
of Default. In the event that a Responsible Officer of the Trustee has actual
knowledge of the occurrence of an Event of Default described in clause (a) of
this Section 7.01, the Trustee shall give written notice to the Servicer of the
occurrence of such an event within one Business Day of the first day on which
such Responsible Officer obtains actual knowledge of such occurrence; provided
that failure to give such notice shall not constitute a waiver of such Event of
Default. The Trustee, upon a Responsible Officer having actual knowledge of such
default, shall deliver a written notice to the Servicer of the default on any
Remittance Date on which the Servicer fails to make any deposit or payment
required pursuant to this Agreement (including, but not limited to Advances, to
the extent required by this Agreement); provided, however, that if an Event of
Default occurs due to the failure of the Servicer to make an Advance to the
extent required, the Trustee, as successor Servicer, or another successor
Servicer shall, prior to the next Distribution Date, immediately make such
Advance. Any such notice to the Servicer shall also be given to each Rating
Agency and the Depositor. Notwithstanding any other provision of this Agreement,
any remedy with respect to clauses (a) or (h) of this Section 7.01 shall be
effective only if taken no later than 8:00 AM Eastern time on the Business Day
immediately following (i) with respect to clause (a) of this Section 7.01, the
date of written notice to the Servicer, or (ii) with respect to clause (h) of
this Section 7.01, the related Remittance Date. On and after the receipt by the
Servicer of such written notice, all authority and power of the Servicer
hereunder, whether with respect to the Mortgage Loans or otherwise, shall pass
to and be vested in the Trustee. The Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. Unless
expressly provided in such written notice, no such termination shall affect any
obligation of the Servicer to pay amounts owed pursuant to Article VIII. The
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Servicer's responsibilities and rights hereunder, including, without
limitation, the transfer to the Trustee of all cash amounts which shall at the
time be credited to the related Collection


                                      100
<PAGE>

Account of such predecessor Servicer, or thereafter be received with respect to
the Mortgage Loans.

            Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive from the Trust Fund, prior
to transfer of its servicing obligations hereunder, payment of all accrued and
unpaid portion of the Servicing Fees to which the Servicer would have been
entitled and to continue to receive reimbursement for all outstanding P&I
Advances and Servicing Advances, including Servicing Advances incurred prior to
but not invoiced until after the date of termination, in accordance with the
terms of this Agreement. In addition, the Servicer shall continue to be entitled
to the benefits of Section 6.03, notwithstanding any termination hereunder, with
respect to events occurring prior to such termination.

            Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time the Trustee gives, and the Servicer receives a notice of termination
pursuant to Section 7.01, the Trustee shall, subject to and to the extent
provided in Sections 3.06 and 7.03, be the successor to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall immediately assume all of the obligations of the
Servicer to make P&I Advances and Servicing Advances as successor Servicer and
shall assume and be subject to all the other responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof and applicable law as soon as practicable but in no event later than 90
days after the receipt by the Servicer of the notice of termination pursuant to
Section 7.01. As compensation therefor, the Trustee shall be entitled to all
funds relating to the Mortgage Loans that the Servicer would have been entitled
to charge to its Collection Account if the Servicer had continued to act
hereunder including, if the Servicer was receiving the Servicing Fee, the
Servicing Fee and the income on investments or gain related to its Collection
Account (in addition to income on investments or gain related to the
Distribution Account for the benefit of the Trustee as provided herein).
Notwithstanding the foregoing, if the Trustee has become the successor to the
Servicer in accordance with this Section 7.02, the Trustee may, if it shall be
unwilling to so act, or shall, if it is prohibited by applicable law from making
P&I Advances and Servicing Advances pursuant to Section 4.01 or if it is
otherwise unable to so act, or, at the written request of Certificateholders
entitled to a majority of the Voting Rights, appoint, or petition a court of
competent jurisdiction to appoint, any established mortgage loan servicing
institution the appointment of which does not adversely affect the then current
rating of the Certificates by each Rating Agency [(without reference to the
Class A-1 Certificate Insurance Policy)], as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder. No such appointment of a successor to
the Servicer hereunder shall be effective until the Depositor shall have
consented thereto. Any successor to the Servicer shall be an institution which
is a Fannie Mae- and Freddie Mac-approved seller/servicer in good standing,
which has a net worth of at least $30,000,000, which is willing to service the
Mortgage Loans and which executes and delivers to the Depositor and the Trustee
an agreement accepting such delegation and assignment, containing an assumption
by such Person of the rights, powers, duties, responsibilities, obligations and
liabilities of such terminated Servicer (other than liabilities of such
terminated Servicer under Section 6.03 incurred prior to termination of such
Servicer under Section 7.01), with like effect as if originally named as a party
to this Agreement; provided, that each Rating Agency acknowledges that its
rating of the Certificates [(without reference to the Class A-1 Certificate

                                      101
<PAGE>

Insurance Policy)] in effect immediately prior to such assignment and delegation
will not be qualified or reduced, as a result of such assignment and delegation.
Pending appointment of a successor to the Servicer hereunder, the Trustee,
unless the Trustee is prohibited by law from so acting, shall, subject to
Section 3.05, act in such capacity as hereinabove provided. In connection with
such appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it, the
Depositor and such successor shall agree; provided, however, that no such
compensation shall be in excess of the Servicing Fee and amounts paid to the
predecessor Servicer from investments. The Trustee and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Neither the Trustee nor any other successor Servicer shall
be deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof or any
failure to perform, or any delay in performing, any duties or responsibilities
hereunder, in either case caused by the failure of the predecessor Servicer to
deliver or provide, or any delay in delivering or providing, any cash,
information, documents or records to it.

            In the event that the Servicer is terminated pursuant to Section
7.01, such terminated Servicer shall provide notices to the Mortgagors, transfer
the Servicing Files to a successor Servicer and pay all of its own out-of-pocket
costs and expenses related to such obligations. In addition, all Servicing
Transfer Costs incurred by parties other than the terminated Servicer shall be
paid by the terminated Servicer promptly upon presentation of reasonable
documentation of such costs. If such predecessor Servicer defaults in its
obligations to pay such costs, such costs shall be paid by the successor
Servicer (in which case the successor Servicer shall be entitled to
reimbursement therefor from the Trust Fund or if the successor Servicer fails to
pay, the Trustee pays such amounts from the Trust Fund.). If the Trustee is the
predecessor Servicer (except in the case where the Trustee in its role as
successor Servicer is being terminated pursuant to Section 7.01 by reason of an
Event of Default caused solely by the Trustee as the successor Servicer and not
by the predecessor Servicer's actions or omissions), such costs shall be paid by
the prior terminated Servicer promptly upon presentation of reasonable
documentation of such costs.

            Any successor to the Servicer as servicer shall give notice to the
Mortgagors of such change of Servicer, in accordance with applicable federal and
state law, and shall, during the term of its service as Servicer, maintain in
force the policy or policies that the Servicer is required to maintain pursuant
to Section 3.13.

            Any such successor Servicer shall be required to satisfy the
requirements of a successor Servicer under this Section 7.02.

            Section 7.03 Notification to Certificateholders. (a) Upon any
termination of or appointment of a successor to a Servicer, the Trustee shall
give prompt written notice thereof to Certificateholders[, the Class A-1
Certificate Insurer] and to each Rating Agency.

            (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders[, the Class A-1
Certificate Insurer] and each Rating Agency notice of each such Event of Default
hereunder known to the Trustee, unless such Event of Default shall have been
cured or waived.



                                      102
<PAGE>

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of the Trustee. The Trustee, before the
occurrence of an Event of Default and after the curing of all Events of Default
that may have occurred, shall undertake to perform such duties and only such
duties as are specifically set forth in this Agreement. In case an Event of
Default has occurred and remains uncured, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise as a prudent person 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, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are in
the form required by this Agreement. The Trustee shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order, or other instrument.

            No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own bad faith or willful misfeasance.

            Unless an Event of Default known to the Trustee has occurred and is
continuing,

            (a) the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of the duties and obligations specifically set
forth in this Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee, and 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 and
conforming to the requirements of this Agreement which it believed in good faith
to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;

            (b) the Trustee shall not be liable for an error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it is finally proven that the Trustee was negligent in ascertaining the
pertinent facts; and

            (c) the Trustee shall not be liable with respect to any action
taken, suffered, or omitted to be taken by it in good faith in accordance with
the direction of the Holders of Certificates evidencing not less than 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 this Agreement.



                                      103
<PAGE>

            Section 8.02 Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 8.01:

            (a) the Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's Certificate,
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 and the Trustee shall have no responsibility to
ascertain or confirm the genuineness of any signature of any such party or
parties;

            (b) the Trustee may consult with counsel, financial advisers or
accountants and the advice of any such counsel, financial advisers or
accountants and 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 Opinion of Counsel;

            (c) the Trustee shall not be 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 this Agreement;

            (d) 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 evidencing not less than 25% of the Voting Rights allocated to each
Class of Certificates;

            (e) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
accountants or attorneys and the Trustee shall not be responsible for any
misconduct or negligence on the part of any agents, accountants or attorneys
appointed with due care by it hereunder;

            (f) the Trustee shall not be required to risk or expend its own
funds or otherwise incur any financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers hereunder if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not assured to it;

            (g) the Trustee shall not be liable for any loss on any investment
of funds pursuant to this Agreement (other than as issuer of the investment
security and except with respect to the investment of funds in the Distribution
Account not made at the direction of the Depositor during the Trustee Float
Period);

            (h) the Trustee shall not be deemed to have knowledge of an Event of
Default until a Responsible Officer of the Trustee shall have received written
notice thereof except as otherwise provided in Section 7.01; and

            (i) the Trustee shall be under no obligation to exercise any of the
trusts, rights or powers vested in it by this Agreement or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders,


                                      104
<PAGE>

pursuant to this Agreement, unless such Certificateholders shall have offered to
the Trustee reasonable security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which may be incurred therein or thereby.

            Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates shall be taken as the
statements of the Depositor and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates or of any Mortgage Loan or
related document other than with respect to the Trustee's execution and
authentication of the Certificates. The Trustee shall not be accountable for the
use or application by the Depositor or the Servicer of any funds paid to the
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Depositor or the Servicer.

            The Trustee shall have no responsibility for filing or recording any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder (unless the Trustee shall have become the successor
Servicer).

            The Trustee executes the Certificates not in its individual capacity
but solely as Trustee of the Trust Fund created by this Agreement, in the
exercise of the powers and authority conferred and vested in it by this
Agreement. Each of the undertakings and agreements made on the part of the
Trustee on behalf of the Trust Fund in the Certificates is made and intended not
as a personal undertaking or agreement by the Trustee but is made and intended
for the purpose of binding only the Trust Fund.

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

            Section 8.05 Trustee's Fees and Expenses. As compensation for its
activities under this Agreement, the Trustee may withdraw from the Distribution
Account on each Distribution Date the Trustee Fee for the Distribution Date and,
during the Trustee Float Period, any interest or investment income earned on
funds deposited in the Distribution Account. The Trustee and any director,
officer, employee, or agent of the Trustee shall be indemnified by the Trust
Fund and held harmless against any loss, liability, or expense (including
reasonable attorneys' fees) incurred in connection with any claim or legal
action relating to:

            (a)   this Agreement,

            (b)   the Certificates, or

            (c)   the performance of any of the Trustee's duties under this
                  Agreement,

other than any loss, liability, or expense (i) resulting from any breach of the
Servicer's obligations in connection with this Agreement for which the Servicer
has performed its obligation to indemnify the Trustee pursuant to Section 6.05,
(ii) resulting from any breach of [_______]'s obligations in connection with
this Agreement for which [_______] has performed


                                      105
<PAGE>

its obligation to indemnify the Trustee pursuant to Section 2.03(h), or (iii)
incurred because of willful misfeasance, bad faith, or negligence in the
performance of any of the Trustee's duties under this Agreement. This indemnity
shall survive the termination of this Agreement or the resignation or removal of
the Trustee under this Agreement. Without limiting the foregoing, except as
otherwise agreed upon in writing by the Depositor and the Trustee, and except
for any expense, disbursement, or advance arising from the Trustee's negligence,
bad faith, or willful misfeasance, the Trust Fund shall pay or reimburse the
Trustee, for all reasonable expenses, disbursements, and advances incurred or
made by the Trustee in accordance with this Agreement with respect to:

            (A) the reasonable compensation, expenses, and disbursements of its
counsel not associated with the closing of the issuance of the Certificates;

            (B) the reasonable compensation, expenses, and disbursements of any
accountant, engineer, or appraiser that is not regularly employed by the
Trustee, to the extent that the Trustee must engage them to perform services
under this Agreement; and

            (C) printing and engraving expenses in connection with preparing any
Definitive Certificates.

            Except as otherwise provided in this Agreement or a separate letter
agreement between the Trustee and the Depositor, the Trustee shall not be
entitled to payment or reimbursement for any routine ongoing expenses incurred
by the Trustee in the ordinary course of its duties as Trustee, Registrar, or
paying agent under this Agreement or for any other expenses.

            Section 8.06 Eligibility Requirements for the Trustee. The Trustee
hereunder shall at all times be a corporation or association organized and doing
business under the laws of a 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, subject to supervision or examination by
federal or state authority and with a credit rating which would not cause any of
the Rating Agencies to reduce their respective then current ratings of the
Certificates [(without reference to the Class A-1 Certificate Insurance Policy)]
(or having provided such security from time to time as is sufficient to avoid
such reduction) as evidenced in writing by each Rating Agency. If such
corporation or association publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 8.06 the combined capital and
surplus of such corporation or association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor and
its affiliates or the Servicer and their affiliates; provided, however, that
such entity cannot be an affiliate of the Depositor or the Servicer other than
the Trustee in its role as successor to the Servicer.

            Section 8.07 Resignation and Removal of the Trustee. The Trustee may
at any time resign and be discharged from the trusts hereby created by giving
written notice of


                                      106
<PAGE>

resignation to the Depositor, the Servicer[, the Class A-1 Certificate Insurer]
and each Rating Agency not less than 60 days before the date specified in such
notice, when, subject to Section 8.08, such resignation is to take effect, and
acceptance by a successor trustee in accordance with Section 8.08 meeting the
qualifications set forth in Section 8.06. If no successor trustee meeting such
qualifications shall have been so appointed and have accepted appointment within
30 days after the giving of such notice or resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a
successor trustee.

            If at any time the Trustee shall cease to be eligible in accordance
with Section 8.06 and shall fail to resign after written request thereto by the
Depositor, or if at any time the Trustee shall become incapable of acting, or
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or a tax is imposed with respect to
the Trust Fund by any state in which the Trustee or the Trust Fund is located
and the imposition of such tax would be avoided by the appointment of a
different trustee, then the Depositor or the Servicer may remove the Trustee and
appoint a successor trustee by written instrument, in triplicate, one copy of
which shall be delivered to the Trustee, one copy to the Servicer and one copy
to the successor trustee.

            The Holders of Certificates entitled to a majority 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 shall be
delivered by the successor Trustee to the Servicer, one complete set to the
Trustee so removed and one complete set to the successor so appointed. The
successor trustee shall notify each Rating Agency of any removal of the Trustee.

            Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to this Section 8.07 shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 8.08.

            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 its predecessor trustee and the Servicer an instrument accepting such
appointment hereunder 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 hereunder, with the
like effect as if originally named as trustee herein. The Depositor, the
Servicer 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 8.08 unless at the time of its acceptance, the successor trustee is
eligible under Section 8.06 and its appointment does not adversely affect the
then current rating of the Certificates.

            Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to all


                                      107
<PAGE>

Holders of Certificates. If the Depositor fails to mail such notice within 10
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be mailed at the expense of the Depositor.

            Section 8.09 Merger or Consolidation of the 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 business of the Trustee, shall be the successor of the Trustee
hereunder; provided, that such corporation shall be eligible under Section 8.06
without the execution or filing of any paper or 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.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Servicer 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 separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider appropriate. If the Servicer shall not
have joined in such appointment within 15 days after the receipt by the Servicer
of a request to do so, or in the case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06 and no
notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.08.

            Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

            (a) To the extent necessary to effectuate the purposes of this
Section 8.10, all rights, powers, duties and obligations conferred or imposed
upon the Trustee, except for the obligation of the Trustee under this Agreement
to advance funds on behalf of the Servicer, shall be conferred or imposed upon
and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as
successor to the Servicer hereunder), 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 applicable Trust
Fund or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;



                                      108
<PAGE>

            (b) No trustee hereunder shall be held personally liable because of
any act or omission of any other trustee hereunder and such appointment shall
not, and shall not be deemed to, constitute any such separate trustee or
co-trustee as agent of the Trustee;

            (c) The Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee; and

            (d) The Trust Fund, and not the Trustee, shall be liable for the
payment of reasonable compensation, reimbursement and indemnification to any
such separate trustee or co-trustee.

            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the separate trustees and co-trustees, when
and as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this 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 this Agreement,
specifically including every provision of this 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 and a copy thereof given to the
Servicer and the Depositor.

            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 this
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 Tax Matters. It is intended that the assets with
respect to which any REMIC election pertaining to the Trust Fund is to be made,
as set forth in the Preliminary Statement, shall constitute, and that the
conduct of matters relating to such assets shall be such as to qualify such
assets as, a "real estate mortgage investment conduit" as defined in and in
accordance with the REMIC Provisions. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the Trustee is
hereby appointed to act as agent) on behalf of each Trust REMIC described in the
Preliminary Statement and that in such capacity it shall:

            (a) prepare and file in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit (REMIC) Income Tax Return (Form 1066 or any successor form
adopted by the Internal Revenue Service) and prepare and file with the Internal
Revenue Service and applicable state or local tax authorities income tax or
information returns for each taxable year with respect to each Trust REMIC
described in the Preliminary Statement containing such information and at the
times and in the manner as may be required by the Code or state or local tax
laws, regulations, or rules, and furnish to Certificateholders the schedules,
statements or information at such times and in such manner as may be required
thereby;



                                      109
<PAGE>

            (b) within thirty days of the Closing Date, the Trustee will apply
for an employer identification number from the Internal Revenue Service via Form
SS-4 or any other acceptable method for all tax entities and shall also furnish
to the Internal Revenue Service, on Form 8811 or as otherwise may be required by
the Code, the name, title, address, and telephone number of the person that the
holders of the Certificates may contact for tax information relating thereto,
together with such additional information as may be required by such Form, and
update such information at the time or times in the manner required by the Code;

            (c) make an election that each of the Lower-Tier REMIC and the
Upper-Tier REMIC be treated as a REMIC on the federal tax return for its first
taxable year (and, if necessary, under applicable state law);

            (d) prepare and forward to the Certificateholders and to the
Internal Revenue Service and, if necessary, state tax authorities, all
information returns and reports as and when required to be provided to them in
accordance with the REMIC Provisions, including the calculation of any original
issue discount using the prepayment assumption (as described in the Prospectus
Supplement);

            (e) provide information necessary for the computation of tax imposed
on the transfer of a Residual Certificate to a Person that is not a Permitted
Transferee (a "Non-Permitted Transferee"), or an agent (including a broker,
nominee or other middleman) of a Non-Permitted Transferee, or a pass-through
entity in which a Non-Permitted Transferee is the record holder of an interest
(the reasonable cost of computing and furnishing such information may be charged
to the Person liable for such tax);

            (f) to the extent that they are under its control, conduct matters
relating to such assets at all times that any Certificates are outstanding so as
to maintain the status of each Trust REMIC as a REMIC under the REMIC
Provisions;

            (g) not knowingly or intentionally take any action or omit to take
any action that would cause the termination of the REMIC status of either Trust
REMIC created hereunder;

            (h) pay, from the sources specified in the last paragraph of this
Section 8.11, the amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on either Trust REMIC before its
termination when and as the same shall be due and payable (but such obligation
shall not prevent the Trustee or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Trustee from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings);

            (i) cause federal, state or local income tax or information returns
to be signed by the Trustee or such other person as may be required to sign such
returns by the Code or state or local laws, regulations or rules;

            (j) maintain records relating to each of the Trust REMICs, including
the income, expenses, assets, and liabilities thereof on a calendar year basis
and on the accrual method of accounting and the fair market value and adjusted
basis of the assets determined at


                                      110
<PAGE>

such intervals as may be required by the Code, as may be necessary to prepare
the foregoing returns, schedules, statements or information; and

            (k) as and when necessary and appropriate, represent either Trust
REMIC in any administrative or judicial proceedings relating to an examination
or audit by any governmental taxing authority, request an administrative
adjustment as to any taxable year of either Trust REMIC, enter into settlement
agreements with any governmental taxing agency, extend any statute of
limitations relating to any tax item of either Trust REMIC, and otherwise act on
behalf of each Trust REMIC in relation to any tax matter or controversy
involving it.

            The Trustee shall treat the rights of the Class P Certificateholders
to receive Prepayment Premiums, the rights of the Class X Certificateholders to
receive amounts from the Excess Reserve Fund Account (subject to the obligation
to pay Basis Risk Carry Forward Amounts) and the rights of the Offered
Certificateholders to receive Basis Risk Carry Forward Amounts as the beneficial
ownership of interests in a grantor trust and not as obligations of either Trust
REMIC created hereunder, for federal income tax purposes.

            To enable the Trustee to perform its duties under this Agreement,
the Depositor shall provide to the Trustee within ten days after the Closing
Date all information or data that the Trustee requests in writing and determines
to be relevant for tax purposes to the valuations and offering prices of the
Certificates, including the price, yield, prepayment assumption, and projected
cash flows of the Certificates and the Mortgage Loans. Moreover, the Depositor
shall provide information to the Trustee concerning the value, if any, to each
Class of Principal Certificates of the right to receive Basis Risk Carry Forward
Amounts from the Excess Reserve Fund Account. Unless otherwise advised by the
Depositor in writing, for federal income tax purposes, the Trustee is hereby
directed to assign a value of zero to the right of each Holder of a Principal
Certificate to receive the related Basis Risk Carry Forward Amount for purposes
of allocating the purchase price of a Principal Certificate acquired by an
initial Holder thereof between such right and the related Upper-Tier Regular
Interest. Thereafter, the Depositor shall provide to the Trustee promptly upon
written request therefor any additional information or data that the Trustee
may, from time to time, reasonably request to enable the Trustee to perform its
duties under this Agreement. The Depositor hereby indemnifies the Trustee for
any losses, liabilities, damages, claims, or expenses of the Trustee arising
from any errors or miscalculations of the Trustee that result from any failure
of the Depositor to provide, or to cause to be provided, accurate information or
data to the Trustee on a timely basis.

            If any tax is imposed on "prohibited transactions" of either Trust
REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from
foreclosure property" of the Lower Tier-REMIC as defined in Section 860G(c) of
the Code, on any contribution to either Trust REMIC after the Start-up Day
pursuant to Section 860G(d) of the Code, or any other tax is imposed, including,
if applicable, any minimum tax imposed on either Trust REMIC pursuant to
Sections 23153 and 24874 of the California Revenue and Taxation Code, if not
paid as otherwise provided for herein, the tax shall be paid by (i) the Trustee
if such tax arises out of or results from negligence of the Trustee in the
performance of any of its obligations under this Agreement, (ii) the Servicer,
in the case of any such minimum tax, and otherwise if such tax arises out of or
results from a breach by the Servicer of any of its obligations under this
Agreement, (iii) [_______] if such tax arises out of or results from [_______]'s
obligation to



                                      111
<PAGE>

repurchase a Mortgage Loan pursuant to Section 2.03, or (iv) in all other cases,
or if the Trustee or the Servicer or [_______] fails to honor its obligations
under the preceding clause (i), (ii) or (iii) any such tax will be paid with
amounts otherwise to be distributed to the Certificateholders, as provided in
Section 4.02(a).

            For as long as each Trust REMIC shall exist, the Trustee shall act
in accordance with this Agreement and shall comply with any directions of the
Depositor or the Servicer as provided herein so as to assure such continuing
treatment. The Trustee shall not (a) sell or permit the sale of all or any
portion of the Mortgage Loans unless pursuant to a repurchase in accordance with
this Agreement, or of any investment of deposits in an Account, and (b) accept
any contribution to either Trust REMIC after the Startup Day without receipt of
a REMIC Opinion.

            Section 8.12 Periodic Filings. (a) The Trustee and the Servicer
shall reasonably cooperate with the Depositor in connection with the Trust's
satisfying the reporting requirements under the Exchange Act. Except as provided
for in Section 8.12(b), the Trustee shall prepare on behalf of the Trust any
Forms 8-K and 10-K customary for similar securities as required by the Exchange
Act and the Rules and Regulations of the Securities and Exchange Commission
thereunder, and the Trustee shall sign and file (via the Securities and Exchange
Commission's Electronic Data Gathering and Retrieval System) such Forms on
behalf of the Depositor, if an officer of the Depositor signs the Certification
pursuant to paragraph (b) of this Section 8.12, or otherwise on behalf of the
Trust. In the event the Trustee is signing on behalf of the Depositor pursuant
to the preceding sentence, the Depositor hereby grants to the Trustee a limited
power of attorney to execute and file each such document on behalf of the
Depositor. Such power of attorney shall continue until the earlier of either (i)
receipt by the Trustee from the Depositor of written termination of such power
of attorney and (ii) the termination of the Trust. Notwithstanding the
foregoing, the Trustee shall prepare such Form 10-K to be signed by the
Depositor and the Depositor shall sign such form unless the Securities and
Exchange Commission has indicated that it will accept a Certification signed by
the Depositor where the related Form 10-K is signed by the Trustee on behalf of
the Depositor.

            (b) The Depositor shall prepare or cause to be prepared and file the
current Report on Form 8-K attaching this Agreement as an exhibit and,
thereafter, each Form 8-K shall be filed by the Trustee within 15 days after
each Distribution Date, including a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. On or prior
to March 30th of each year (or such earlier date as may be required by the
Exchange Act and the Rules and Regulations of the Securities and Exchange
Commission), the Trustee shall file a Form 10-K, in substance as required by
applicable law or applicable Securities and Exchange Commission staff's
interpretations. Such Form 10-K shall include as exhibits the Servicer's annual
statement of compliance described under Section 3.22 and the accountant's report
described under Section 3.23, in each case to the extent they have been timely
delivered to the Trustee (and upon which the Trustee may rely in delivering its
certification hereunder). If they are not so timely delivered, the Trustee shall
file an amended Form 10-K including such documents as exhibits reasonably
promptly after they are delivered to the Trustee. The Trustee shall have no
liability with respect to any failure to properly prepare or file such periodic
reports resulting from or relating to the Trustee's inability or failure to
obtain any information not resulting from its own negligence, willful misconduct
or bad faith. The Form 10-K shall also


                                      112
<PAGE>

include a certification in the form attached hereto as Exhibit M (the
"Certification"), which shall, except as described below, be signed by the
senior officer of the Depositor in charge of securitization. Notwithstanding the
foregoing, if it is determined by the Depositor that the Certification may be
executed by multiple persons, the Trustee shall sign the Certification in
respect of items 1 through 3 thereof and the Servicer shall cause the senior
officer in charge of servicing at the Servicer to sign the Certification in
respect of items 4 and 5 thereof, solely and with respect to the Servicer and
the Trustee may rely on the Certification signed by the Servicer to the same
extent as provided in subsection (c) below.

            (c) In the event the Certification is to be signed by an officer of
the Depositor, the Trustee shall sign a certification (in the form attached
hereto as Exhibit N) for the benefit of the Depositor and its officers,
directors and Affiliates in respect of items 1 through 3 of the Certification
(provided, however, that the Trustee shall not undertake an analysis of the
accountant's report attached as an exhibit to the Form 10-K), and the Servicer
shall sign a certification solely with respect to the Servicer (in the form
attached hereto as Exhibit O) for the benefit of the Depositor, the Trustee and
their officers, directors and Affiliates in respect of items 4 and 5 of the
Certification. Each such certification shall be delivered to the Depositor and
the Trustee by March 20th of each year (or if not a Business Day, the
immediately preceding Business Day). The Certification attached hereto as
Exhibit M shall be delivered to the Trustee by March 25th for filing on or prior
to March 30th of each year (or if not a Business Day, the immediately preceding
Business Day). In addition, (i) the Trustee shall indemnify and hold harmless
the Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 8.12(c) or
the Trustee's negligence, bad faith or willful misconduct in connection
therewith, and (ii) the Servicer, severally and not jointly, shall indemnify and
hold harmless the Depositor, the Trustee and their respective officers,
directors, employees, agents and Affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of or based
upon a breach of the Servicer's obligations under this Section 8.12(c) or the
Servicer's negligence, bad faith or willful misconduct in connection therewith.
If the indemnification provided for herein is unavailable or insufficient to
hold harmless the indemnified party, then (i) the Trustee agrees in connection
with a breach of the Trustee's obligations under this Section 8.12(c) or the
Trustee's negligence, bad faith or willful misconduct in connection therewith
that it shall contribute to the amount paid or payable by the Depositor as a
result of the losses, claims, damages or liabilities of the Depositor in such
proportion as is appropriate to reflect the relative fault of the Depositor on
the one hand and the Trustee on the other and (ii) the Servicer agrees that it
shall contribute to the amount paid or payable by the Depositor and/or the
Trustee as a result of the losses, claims, damages or liabilities of the
Depositor and/or the Trustee in such proportion as is appropriate to reflect the
relative fault of the Depositor or the Trustee, as the case may be, on the one
hand and the Servicer on the other in connection with a breach of the Servicers'
obligations under this Section 8.12(c) or the Servicer's negligence, bad faith
or willful misconduct in connection therewith.



                                      113
<PAGE>

            (d) Upon any filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver to the Depositor a copy of any such executed
report, statement or information.

            (e) Prior to January 30 of the first year in which the Trustee is
able to do so under applicable law, the Trustee shall file a Form 15 Suspension
Notification with respect to the Trust.

            Section 8.13 Tax Classification of the Excess Reserve Fund Account
and the Cap Agreement. For federal income tax purposes, the Trustee shall treat
the Excess Reserve Fund Account and the Cap Agreement as beneficially owned by
the holders of the Class X Certificates and shall treat such portion of the
Trust Fund as a grantor trust under subpart E, Part I of subchapter J of the
Code. The Trustee shall treat the rights that each Class of Principal
Certificates has to receive payments of Basis Risk Carry Forward Amounts from
the Excess Reserve Fund Account as rights to receive payments under an interest
rate cap contract written by the Class X Certificateholders in favor of each
Class. Accordingly, each Class of Certificates (excluding the Class X, Class P
and Class R Certificates) will be comprised of two components - an Upper-Tier
Regular Interest and an interest in an interest rate cap contract, and the Class
X Certificateholders will be comprised of three components - an Upper Tier
Regular Interest, ownership of the Excess Reserve Fund Account, subject to an
obligation to pay Basis Risk Carry Forward Amounts and an interest in the Cap
Agreement. The Trustee shall allocate the issue price for a Class of
Certificates among the respective components for purposes of determining the
issue price of the Upper-Tier Regular Interest component based on information
received from the Depositor. Unless otherwise advised by the Depositor in
writing, for federal income tax purposes, the Trustee is hereby directed to
assign a value of zero to the right of each Holder of a Principal Certificate to
receive the related Basis Risk Carry Forward Amount for purposes of allocating
the purchase price of an initial Principal Certificateholder between such right
and the related Upper-Tier Regular Interest.

                                   ARTICLE IX

                                   TERMINATION

            Section 9.01 Termination upon Liquidation or Purchase of the
Mortgage Loans. Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Servicer and the Trustee created hereby with respect to the
Trust Fund shall terminate upon the earlier of (a) the purchase, on or after the
Optional Termination Date, by the Servicer (at the direction of the Majority
Class X Certificateholder), of all Mortgage Loans (and REO Properties) at the
price equal to the sum of (i) 100% of the unpaid principal balance of each
Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid
interest thereon at the applicable Mortgage Interest Rate, together with any
unpaid remaining Basis Risk Carry Forward Amounts, and (ii) the lesser of (x)
the appraised value of any REO Property as determined by the higher of two
appraisals completed by two independent appraisers selected by the Majority
Class X Certificateholder, at the expense of the Majority Class X
Certificateholder plus accrued and unpaid interest on the related Mortgage Loan
at the applicable Mortgage Interest Rates and (y) the unpaid principal balance
of each Mortgage Loan related to any REO Property, in each case plus accrued and
unpaid interest thereon at the applicable Mortgage Interest Rate


                                      114
<PAGE>

("Termination Price") and (b) the later of (i) the maturity or other Liquidation
Event (or any Advance with respect thereto) of the last Mortgage Loan remaining
in the Trust Fund and the disposition of all REO Property and (ii) the
distribution to Certificateholders of all amounts required to be distributed to
them pursuant to this Agreement. In no event shall the trusts created hereby
continue beyond the expiration of 21 years from the death of the 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.

            [No such purchase will be permitted without the consent of the Class
A-1 Certificate Insurer, if the resulting amount available for payment on the
Class A-1 Certificates would result in a claim under the Class A-1 Certificate
Insurance Policy or any Reimbursement Amounts would remain unpaid to the Class
A-1 Certificate Insurer.]

            Section 9.02 Final Distribution on the Certificates. If on any
Remittance Date, the Servicer notify the Trustee that there are no Outstanding
Mortgage Loans and no other funds or assets in the Trust Fund other than the
funds in the Collection Account, the Servicer shall direct the Trustee promptly
to send a Notice of Final Distribution to each Certificateholder. If the
Servicer (at the direction of the Majority Class X Certificateholder), elects to
terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 20
days prior to the date the Notice of Final Distribution is to be mailed, the
Person electing to terminate the Trust Fund shall notify the Depositor, the
Servicer and the Trustee of the date the electing Person intends to terminate
the Trust Fund and of the applicable Termination Price of the Mortgage Loans and
REO Properties. The Servicer shall be entitled to reasonably rely on a
representation from the Majority Class X Certificateholder that it is the
Majority Class X Certificateholder and is entitled under this Agreement to
direct the Servicer to terminate the Trust Fund.

            A Notice of Final Distribution, specifying the Distribution Date on
which Certificateholders may surrender their Certificates for payment of the
final distribution and cancellation, shall be given promptly by the Trustee by
letter to Certificateholders mailed not later than the 15th day of the month of
such final distribution. Any such Notice of Final Distribution shall specify (a)
the Distribution Date upon which final distribution on the Certificates will be
made upon presentation and surrender of Certificates at the office therein
designated, (b) the amount of such final distribution, (c) the location of the
office or agency at which such presentation and surrender must be made, and (d)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, distributions being made only upon presentation and surrender of the
Certificates at the office therein specified. The Trustee will give such Notice
of Final Distribution to each Rating Agency at the time such Notice of Final
Distribution is given to Certificateholders.

            In the event such Notice of Final Distribution is given, the
Majority Class X Certificateholder shall remit the applicable Termination Price
in immediately available funds to the Servicer at least two Business Days prior
to the applicable Distribution Date, and, upon receipt of such funds from the
Majority Class X Certificateholder, the Servicer shall promptly deposit such
funds in the applicable Collection Account. During the time such funds are held
in such Collection Account, such funds shall be invested, at the direction of
the Majority Class X Certificateholder, in Permitted Investments, and the
Majority Class X Certificateholder shall be entitled to all income from such
investments, and shall be responsible for, and shall reimburse


                                      115
<PAGE>

the Servicer for all losses from such investments. The Majority Class X
Certificateholder shall be obligated to reimburse the Servicer for its
reasonable out-of-pocket expenses incurred in connection with its termination of
the Trust Fund at the direction of the Majority Class X Certificateholder and
shall indemnify and hold harmless the Servicer for any losses, liabilities or
expenses resulting from any claims directly resulting from or relating to the
Servicer's termination of the Trust Fund at the direction of the Majority Class
X Certificateholder, except to the extent such losses, liabilities or expenses
arise out of or result from the Servicer's negligence, bad faith or willful
misconduct. In connection with any such termination of the Trust Fund, the
Servicer shall cause all funds in the Collection Account, including the
applicable Termination Price for the Mortgage Loans and REO Properties, to be
remitted to the Trustee for deposit in the Distribution Account on the Business
Day prior to the applicable Distribution Date. Upon such final deposit with
respect to the Trust Fund and the receipt by the Trustee of a Request for
Release therefor, the Trustee shall promptly release to the Person electing to
terminate the Trust Fund, or its designee, the Custodial Files for the Mortgage
Loans.

            Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Certificateholders of each Class (after
reimbursement of all amounts due to the Servicer (including all unreimbursed
Advances and any Servicing Fees accrued and unpaid as of the date the
Termination Price is paid), the Depositor[, the Class A-1 Certificate Insurer]
and the Trustee hereunder), in each case on the final Distribution Date and in
the order set forth in Section 4.02, in proportion to their respective
Percentage Interests, with respect to Certificateholders of the same Class, an
amount up to an amount equal to (i) as to each Class of Regular Certificates
(except the Class X Certificates), the Certificate Balance thereof plus for each
such Class and the Class X Certificates accrued interest thereon in the case of
an interest-bearing Certificate and all other amounts to which such Classes are
entitled pursuant to Section 4.02, (ii) as to the Residual Certificates, the
amount, if any, which remains on deposit in the Distribution Account (other than
the amounts retained to meet claims) after application pursuant to clause (i)
above.

            In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
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 funds and other
assets which remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered for cancellation,
the Class R Certificateholders shall be entitled to all unclaimed funds and
other assets of the Trust Fund which remain subject hereto.

            Section 9.03 Additional Termination Requirements. In the event a
Person elects to terminate the Trust Fund as provided in Section 9.01, the Trust
Fund shall be terminated in accordance with the following additional
requirements, unless the Trustee has been supplied with an Opinion of Counsel,
at the expense of the electing Person, to the effect that the failure to comply
with the requirements of this Section 9.03 will not (i) result in the imposition
of taxes on "prohibited transactions" on either Trust REMIC as defined in
Section 860F of the Code, or


                                      116
<PAGE>

(ii) cause either Trust REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding:

            (a) The Trustee shall sell all of the assets of the Trust Fund to
the Person electing to terminate the Trust Fund, or its designee, and, within 90
days of such sale, shall distribute to the Certificateholders the proceeds of
such sale in complete liquidation of each of the Trust REMICs; and

            (b) The Trustee shall attach a statement to the final federal income
tax return for each of the Trust REMICs stating that pursuant to Treasury
Regulations Section 1.860F-1, the first day of the 90-day liquidation period for
each such Trust REMIC was the date on which the Trustee sold the assets of the
Trust Fund to the electing Person.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 Amendment. This Agreement may be amended from time to
time by the Depositor, [_______], the Servicer and the Trustee without the
consent of any of the Certificateholders (i) to cure any ambiguity or mistake,
(ii) to correct any defective provision herein or to supplement any provision
herein which may be inconsistent with any other provision herein, (iii) to add
to the duties of the Depositor or the Servicer, (iv) to add any other provisions
with respect to matters or questions arising hereunder or (v) to modify, alter,
amend, add to or rescind any of the terms or provisions contained in this
Agreement; provided, that any action pursuant to clause (iv) or (v) above shall
not, as evidenced by an Opinion of Counsel (which Opinion of Counsel shall not
be an expense of the Trustee or the Trust Fund), adversely affect in any
material respect the interests of any Certificateholder; provided, further, that
the amendment shall not be deemed to adversely affect in any material respect
the interests of the Certificateholders if the Person requesting the amendment
obtains a letter from each Rating Agency stating that the amendment would not
result in the downgrading or withdrawal of the respective ratings then assigned
to the Certificates; it being understood and agreed that any such letter in and
of itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. The Trustee, the Depositor, [_______] and the
Servicer also may at any time and from time to time amend this Agreement, but
without the consent of the Certificateholders to modify, eliminate or add to any
of its provisions to such extent as shall be necessary or helpful to (i)
maintain the qualification of each Trust REMIC under the REMIC Provisions, (ii)
avoid or minimize the risk of the imposition of any tax on either Trust REMIC
pursuant to the Code that would be a claim at any time prior to the final
redemption of the Certificates or (iii) comply with any other requirements of
the Code; provided, that the Trustee has been provided an Opinion of Counsel,
which opinion shall be an expense of the party requesting such opinion but in
any case shall not be an expense of the Trustee or the Trust Fund, to the effect
that such action is necessary or helpful to, as applicable, (i) maintain such
qualification, (ii) avoid or minimize the risk of the imposition of such a tax
or (iii) comply with any such requirements of the Code.

            This Agreement may also be amended from time to time by the
Depositor, the Servicer, [_______] and the Trustee with the consent of the
Holders of Certificates evidencing


                                      117
<PAGE>

Percentage Interests aggregating not less than 66(2)/3% of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the timing of, payments required to be distributed on any Certificate
without the consent of the Holder of such Certificate, (ii) adversely affect in
any material respect the interests of the Holders of any Class of Certificates
in a manner other than as described in clause (i), without the consent of the
Holders of Certificates of such Class evidencing, as to such Class, Percentage
Interests aggregating not less than 66(2)/3%, or (iii) reduce the aforesaid
percentages of Certificates the Holders of which are required to consent to any
such amendment, without the consent of the Holders of all such Certificates then
outstanding.

            Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless (i) it shall
have first received an Opinion of Counsel, which opinion shall not be an expense
of the Trustee or the Trust Fund, to the effect that such amendment will not
cause the imposition of any tax on either Trust REMIC or the Certificateholders
or cause either Trust REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding and (ii) the party seeking such amendment shall
have provided written notice to the Rating Agencies (with a copy of such notice
to the Trustee) of such amendment, stating the provisions of the Agreement to be
amended.

            Notwithstanding the foregoing provisions of this Section 10.01, with
respect to any amendment that significantly modifies the permitted activities of
the Trustee or the Servicer, any Certificate beneficially owned by the Depositor
or any of its Affiliates shall be deemed not to be outstanding (and shall not be
considered when determining the percentage of Certificateholders consenting or
when calculating the total number of Certificates entitled to consent) for
purposes of determining if the requisite consents of Certificateholders under
this Section 10.01 have been obtained.

            Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance or a copy of such amendment to each
Certificateholder and each Rating Agency.

            It shall not be necessary for the consent of Certificateholders
under this Section 10.01 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.

            Nothing in this Agreement shall require the Trustee to enter into an
amendment which modifies its obligations or liabilities without its consent and
in all cases without receiving an Opinion of Counsel (which Opinion shall not be
an expense of the Trustee or the Trust Fund), satisfactory to the Trustee that
(i) such amendment is permitted and is not prohibited by this Agreement and that
all requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.



                                      118
<PAGE>

            [Notwithstanding the foregoing, no amendment to this Agreement shall
be made without the prior written consent of the Class A-1 Certificate Insurer
until the later of (a) the date on which the Class Certificate Balance of the
Class A-1 Certificates is reduced to zero and (b) the date on which all amounts
owing to the Class A-1 Certificate Insurer under the Class A-1 Certificate
Insurance Policy and the Insurance Agreement have been paid in full.]

            Section 10.02 Recordation of Agreement; Counterparts. This 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 Servicer at the expense of the Trust, but only upon receipt of
an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this 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 10.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE
CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Section 10.04 Intention of Parties. It is the express intent of the
parties hereto that the conveyance (i) of the Mortgage Loans by the Depositor
and (ii) of the Trust Fund by the Depositor to the Trustee each be, and be
construed as, an absolute sale thereof. It is, further, not the intention of the
parties that such conveyances be deemed a pledge thereof. However, in the event
that, notwithstanding the intent of the parties, such assets are held to be the
property of the Depositor, as the case may be, or if for any other reason this
Agreement is held or deemed to create a security interest in either such assets,
then (i) this Agreement shall be deemed to be a security agreement within the
meaning of the Uniform Commercial Code of the State of New York and (ii) the
conveyances provided for in this Agreement shall be deemed to be an assignment
and a grant by the Depositor to the Trustee, for the benefit of the
Certificateholders, of a security interest in all of the assets transferred,
whether now owned or hereafter acquired.

            The Depositor, for the benefit of the Certificateholders, shall, to
the extent consistent with this Agreement, take such actions as may be necessary
to ensure that, if this Agreement were deemed to create a security interest in
the Trust Fund, 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 Agreement.



                                      119
<PAGE>

            Section 10.05 Notices. (a) The Trustee shall use its best efforts to
promptly provide notice to each Rating Agency with respect to each of the
following of which it has actual knowledge:

            1. Any material change or amendment to this Agreement;

            2. The occurrence of any Event of Default that has not been cured;

            3. The resignation or termination of the Servicer or the Trustee and
the appointment of any successor;

            4. The repurchase or substitution of Mortgage Loans pursuant to
Sections 2.03, 2.07 or 3.28; and

            5. The final payment to Certificateholders.

            (b) In addition, the Trustee shall promptly make available on its
internet website to each Rating Agency copies of the following:

            1. Each report to Certificateholders described in Section 4.03 and

            2. Any notice of a purchase of a Mortgage Loan pursuant to Sections
2.07 or 3.28.

            All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered to (a) in the case of
the Depositor or GS Mortgage Securities Corp. or Goldman, Sachs & Co., 85 Broad
Street, New York, New York 10004, Attention: Principal Finance Group/Christopher
M. Gething and Asset Management Group/Senior Asset Manager (and, in the case of
the Officer's Certificate delivered pursuant to Section 3.22, to [_______],
[_______], Attention: [_______]), or such other address as may be hereafter
furnished to the Trustee and the Servicer by the Depositor in writing; (b) in
the case of the Servicer to [_______], [_______], Attention: [_______] or such
other address as may be hereafter furnished to the Depositor and Trustee by
[________] in writing; (c) in the case of [_______], [_______], Attention:
[_______], or such other address as may be hereafter furnished to the Depositor
and the Trustee by [_______] in writing, (d) in the case of the Trustee to the
[_______], [_______], or such other address as the Trustee may hereafter furnish
to the Depositor and the Servicer, (e) in the case of each of the Rating
Agencies, the address specified therefor in the definition corresponding to the
name of such Rating Agency [and (f) in the case of the Class A-1 Certificate
Insurer, to [_______], [_______], Attention: [_______]]. Notices to
Certificateholders shall be deemed given when mailed, first class postage
prepaid, to their respective addresses appearing in the Certificate Register.

            Section 10.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this 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 this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.



                                      120
<PAGE>

            Section 10.07 Assignment; Sales; Advance Facilities. (a)
Notwithstanding anything to the contrary contained herein, except as provided in
Section 6.04, this Agreement may be assigned by the Servicer with the prior
written consent of the Depositor[, the Class A-1 Certificate Insurer] and the
Trustee. In addition, for so long as the Servicer is acting as the Servicer
hereunder (i) the Servicer is hereby authorized to enter into an advance
facility ("Advance Facility") under which (A) the Servicer sells, assigns or
pledges to an Advancing Person the Servicer's rights under this Agreement to be
reimbursed for any P&I Advances or Servicing Advances and/or (B) an Advancing
Person agrees to fund some or all P&I Advances or Servicing Advances required to
be made by the Servicer pursuant to this Agreement and (ii) the Servicer is
hereby authorized to assign its rights to the Servicing Fee; it being understood
neither the Trust Fund nor any party hereto shall have a right or claim to an
Advance Reimbursement Amount so assigned or to the portion of the Servicing Fee
so assigned; it being further understood that upon resignation or termination of
the Servicer and reimbursement of all amounts due to the Servicer hereunder, the
assignment of further Advance reimbursement rights to such Advance Facility (in
the case of clause (i)) and such assignment (in the case of clause (ii)) shall
be terminated with respect to amounts due related to this Agreement. No consent
of the Trustee, Certificateholders[, the Class A-1 Certificate Insurer] or any
other party is required before the Servicer may enter into an Advance Facility.
Notwithstanding the existence of any Advance Facility under which an Advancing
Person agrees to fund P&I Advances and/or Servicing Advances on the Servicer's
behalf, the Servicer shall remain obligated pursuant to this Agreement to make
P&I Advances and Servicing Advances pursuant to and as required by this
Agreement, and shall not be relieved of such obligations by virtue of such
Advance Facility.

            (b) Advance reimbursement amounts ("Advance Reimbursement Amounts")
shall consist solely of amounts in respect of P&I Advances and/or Servicing
Advances made with respect to the Mortgage Loans for which the Servicer would be
permitted to reimburse itself in accordance with this Agreement, assuming the
Servicer had made the related P&I Advance(s) and/or Servicing Advance(s).

            (c) The Servicer shall maintain and provide to any successor
Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced
by, pledged or assigned to, and reimbursed to any Advancing Person. The
successor Servicer shall be entitled to rely on any such information provided by
the predecessor Servicer, and the successor Servicer shall not be liable for any
errors in such information.

            (d) An Advancing Person who purchases or receives an assignment or
pledge of the rights to be reimbursed for P&I Advances and/or Servicing
Advances, and/or whose obligations hereunder are limited to the funding of P&I
Advances and/or Servicing Advances shall not be required to meet the criteria
for qualification of a Subservicer set forth in this Agreement.

            (e) Advance Reimbursement Amounts distributed with respect to each
Mortgage Loan shall be allocated to outstanding unreimbursed P&I Advances or
Servicing Advances (as the case may be) made with respect to that Mortgage Loan
on a "first-in, first out" (FIFO) basis. Such documentation shall also require
the Servicer to provide to the related Advancing Person or its designee
loan-by-loan information with respect to each such Advance Reimbursement Amount
distributed to such Advancing Person or Advance Facility trustee on


                                      121
<PAGE>

each Distribution Date, to enable the Advancing Person or Advance Facility
trustee to make the FIFO allocation of each such Advance Reimbursement Amount
with respect to each Mortgage Loan. The Servicer shall remain entitled to be
reimbursed by the Advancing Person or Advance Facility trustee for all P&I
Advances and Servicing Advances funded by the Servicer to the extent the related
rights to be reimbursed therefor have not been sold, assigned or pledged to an
Advancing Person.

            (f) Any amendment to this Section 10.07 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 10.07, including
amendments to add provisions relating to a successor Servicer, [with the consent
of the Class A-1 Certificate Insurer] may be entered into by the Trustee, the
Depositor and the Servicer without the consent of any Certificateholder,
notwithstanding anything to the contrary in this Agreement, provided, that the
Trustee has been provided an Opinion of Counsel that such amendment has no
material adverse effect on the Certificateholders [and the Class A-1 Certificate
Insurer] which opinion shall be an expense of the Servicer entering into the
Advance Facility but in any case shall not be an expense of the Trustee or the
Trust Fund; provided, further, that the amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificateholders
if the Person requesting the amendment obtains a letter from each Rating Agency
(instead of obtaining an Opinion of Counsel) stating that the amendment would
not result in the downgrading or withdrawal of the respective ratings then
assigned to the Certificates; it being understood and agreed that any such
rating letter in and of itself will not represent a determination as to the
materiality of any such amendment and will represent a determination only as to
the credit issues affecting any such rating. Prior to entering into an Advance
Facility, the Servicer shall notify the lender under such facility in writing
that: (a) the Advances financed by and/or pledged to the lender are obligations
owed to the Servicer on a non-recourse basis payable only from the cash flows
and proceeds received under this Agreement for reimbursement of Advances only to
the extent provided herein, and the Trustee and the Trust are not otherwise
obligated or liable to repay any Advances financed by the lender; (b) the
Servicer will be responsible for remitting to the lender the applicable amounts
collected by it as reimbursement for Advances funded by the lender, subject to
the restrictions and priorities created in this Agreement; and (c) the Trustee
shall not have any responsibility to track or monitor the administration of the
financing arrangement between the Servicer and the lender.

            Section 10.08 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the trust created hereby, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a petition or winding up of the trust
created hereby, or 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
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, 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


                                      122
<PAGE>

any third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

            No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as herein provided, and
unless the Holders of Certificates evidencing not less than 25% of the Voting
Rights evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder 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 60 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 being understood and intended, and being
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 or by availing itself or
themselves of any provisions of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under this Agreement, except in the manner herein provided and for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

            Section 10.09 Inspection and Audit Rights. The Servicer agrees that
on reasonable prior notice or, if an Event of Default has occurred and is
continuing, 3 Business Days', it will permit any representative of the
Depositor[, the Class A-1 Certificate Insurer] or the Trustee during such
Person's normal business hours, to examine all the books of account, records,
reports and other papers of such Person relating to the applicable Mortgage
Loans, to make copies and extracts therefrom, to cause such books to be audited
by independent certified public accountants selected by the Depositor or the
Trustee and to discuss its affairs, finances and accounts relating to such
Mortgage Loans with its officers, employees and independent public accountants
(and by this provision the Servicer hereby authorizes said accountants to
discuss with such representative such affairs, finances and accounts), all at
such reasonable times and as often as may be reasonably requested. Any
reasonable out-of-pocket expense of the Servicer incident to the exercise by the
Depositor[, the Class A-1 Certificate Insurer] or the Trustee of any right under
this Section 10.09 shall be borne by the Servicer. The Servicer may impose
commercially reasonable restrictions on dissemination of information the
Servicer defines as confidential.

            Nothing in this Section 10.09 shall limit the obligation of the
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of the Servicer to provide access as
provided in this Section as a result of such obligation shall not constitute a
breach of this Section. Nothing in this Section 10.09 shall require a Servicer
to collect, create, collate or otherwise generate any information that it does
not generate in its usual course of business. The Servicer shall not be required
to make copies of or to ship documents to any Person who is not a party to this
Agreement, and then only if provisions have been made for the reimbursement of
the costs thereof.



                                      123
<PAGE>

            Section 10.10 Certificates Nonassessable and Fully Paid. It is the
intention of the Depositor that Certificateholders shall not be personally
liable for obligations of the Trust Fund, that the interests in the Trust Fund
represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully paid.

            [Section 10.11 Third Party Beneficiary. The parties agree that the
Class A-1 Certificate Insurer is intended and shall have all rights of a
third-party beneficiary of this Agreement to the same extent as if it were a
party to this Agreement.]

            Section 10.12 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW)
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR
RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED
BEFORE A JUDGE SITTING WITHOUT A JURY.

            Section 10.13 Limitation of Damages. NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, THE PARTIES AGREE THAT NO PARTY SHALL BE
LIABLE TO ANY OTHER PARTY FOR ANY PUNITIVE DAMAGES WHATSOEVER, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL
OR EQUITABLE PRINCIPLE, PROVIDED, HOWEVER, THAT SUCH LIMITATION SHALL NOT BE
APPLICABLE WITH RESPECT TO THIRD PARTY CLAIMS MADE AGAINST A PARTY.

                                  * * * * * * *


                                      124
<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Trustee, [_______] and the
Servicer have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.

                                       GS MORTGAGE SECURITIES CORP.,
                                          as Depositor

                                       By:____________________________________
                                          Name:
                                          Title:

                                       [_______],
                                          solely as Trustee and not in its
                                          individual capacity

                                       By:____________________________________
                                          Name:
                                          Title:

                                       [_______],
                                          as Servicer

                                       By:____________________________________
                                          Name:
                                          Title:

                                       [_______],
                                          as Responsible Party

                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>


                                   SCHEDULE I

                             Mortgage Loan Schedule




































                                      S-I-1
<PAGE>


                                   SCHEDULE II

            Representations and Warranties of [_______], as Servicer

            [_______] ("[_______]") hereby makes the representations and
warranties set forth in this Schedule II to the Depositor, [the Class A-1
Certificate Insurer] and the Trustee, as of the Closing Date, or if so specified
herein, as of the Cut-off Date.

            (1) [_______] is duly organized as a limited partnership and is
      validly existing and in good standing under the laws of the State of
      [_______], and is licensed and qualified to transact any and all business
      contemplated by this Pooling and Servicing Agreement to be conducted by
      [_______] in any state in which a Mortgaged Property is located or is
      otherwise not required under applicable law to effect such qualification
      and, in any event, is in compliance with the doing business laws of any
      such State, to the extent necessary to ensure its ability to enforce each
      Mortgage Loan and to service the Mortgage Loans in accordance with the
      terms of this Pooling and Servicing Agreement;

            (2) [_______] has the full power and authority to service each
      Mortgage Loan, and to execute, deliver and perform, and to enter into and
      consummate the transactions contemplated by this Pooling and Servicing
      Agreement and has duly authorized by all necessary action on the part of
      [_______] the execution, delivery and performance of this Pooling and
      Servicing Agreement; and this Pooling and Servicing Agreement, assuming
      the due authorization, execution and delivery thereof by the Depositor,
      the Servicer and the Trustee, constitutes a legal, valid and binding
      obligation of [_______], enforceable against [_______] in accordance with
      its terms, except to the extent that (a) the enforceability thereof may be
      limited by bankruptcy, insolvency, moratorium, receivership and other
      similar laws relating to creditors' rights generally and (b) the remedy of
      specific performance and injunctive and other forms of equitable relief
      may be subject to the equitable defenses and to the discretion of the
      court before which any proceeding therefor may be brought;

            (3) The execution and delivery of this Pooling and Servicing
      Agreement by [_______], the servicing of the Mortgage Loans by [_______]
      hereunder, the consummation by [_______] of any other of the transactions
      herein contemplated, and the fulfillment of or compliance with the terms
      hereof are in the ordinary course of business of [_______] and will not
      (A) result in a breach of any term or provision of the organizational
      documents of [_______] or (B) conflict with, result in a breach, violation
      or acceleration of, or result in a default under, the terms of any other
      material agreement or instrument to which [_______] is a party or by which
      it may be bound, or any statute, order or regulation applicable to
      [_______] of any court, regulatory body, administrative agency or
      governmental body having jurisdiction over [_______]; and [_______] is not
      a party to, bound by, or in breach or violation of any indenture or other
      agreement or instrument, or subject to or in violation of any statute,
      order or regulation of any court, regulatory body, administrative agency
      or governmental body having jurisdiction over it, which materially and
      adversely affects or, to [_______]'s knowledge, would in the future
      materially and adversely affect, (x) the ability of [_______] to perform
      its obligations

                                     S-II-2
<PAGE>

      under this Pooling and Servicing Agreement or (y) the business,
      operations, financial condition, properties or assets of [_______] taken
      as a whole;

            (4) [_______] is an approved seller/servicer for Fannie Mae and an
      approved servicer for Freddie Mac in good standing;

            (5) No litigation is pending against [_______] that would materially
      and adversely affect the execution, delivery or enforceability of this
      Pooling and Servicing Agreement or the ability of [_______] to service the
      Mortgage Loans or to perform any of its other obligations hereunder in
      accordance with the terms hereof;

            (6) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by [_______] of, or compliance by [_______] with, this Pooling
      and Servicing Agreement or the consummation by [_______] of the
      transactions contemplated by this Pooling and Servicing Agreement, except
      for such consents, approvals, authorizations or orders, if any, that have
      been obtained prior to the Closing Date;

            (7) [_______] covenants that its computer and other systems used in
      servicing the Mortgage Loans operate in a manner such that [_______] can
      service the Mortgage Loans in accordance with the terms of this Pooling
      and Servicing Agreement; and

            With respect to each Mortgage Loan, to the extent [_______] serviced
such Mortgage Loan and to the extent [_______] provided monthly reports to the
three credit repositories, [_______] has fully furnished, in accordance with the
Fair Credit Reporting Act and its implementing regulations, accurate and
complete information (i.e., favorable and unfavorable) on its borrower credit
files to Equifax, Experian, and Trans Union Credit Information Company (three of
the credit repositories), on a monthly basis.

                                     S-II-2
<PAGE>

                                  SCHEDULE III

      Representations and Warranties of [_______] as to the Mortgage Loans

            [_______] hereby makes the representations and warranties set forth
in this Schedule III as to the Mortgage Loans only to the Depositor, [the Class
A-1 Certificate Issuer,] the Servicer and the Trustee, as of the Closing Date
(or such other date as may be expressly set forth below):

      (a)   Mortgage Loans as Described. As of the Servicing Transfer Date, the
            information set forth in the Mortgage Loan Schedule is complete,
            true and correct as of the date set forth therein;

      (b)   Payments Current. As of the Original Sale Date, except with respect
            to approximately [___]% of the Mortgage Loans (by Stated Principal
            Balance) all payments required to be made up to the Original Sale
            Date for the Mortgage Loan under the terms of the Mortgage Note,
            other than payments for which the related due date was not thirty or
            more days prior to the Original Sale Date, have been made and
            credited. No Mortgage Loan has been delinquent for thirty or more
            days at any time since the origination of the Mortgage Loan;

      (c)   No Outstanding Charges. As of the Original Sale Date, all real
            estate taxes, insurance premiums, which previously became due and
            owing have been paid, or an escrow of funds has been established in
            an amount sufficient to pay for every such item which remains unpaid
            and which has been assessed but is not yet due and payable. All
            governmental assessments, water, sewer and municipal charges,
            leasehold payments or ground rents which previously became due and
            owing have been paid on or prior to the date on which such charges
            would constitute a lien on the related Mortgaged Property. Except
            for (A) payments in the nature of escrow payments and (B) interest
            accruing from the date of the Mortgage Note or date of disbursement
            of the Mortgage Loan proceeds, whichever is earlier to the day which
            precedes by one month the Due Date of the first installment of
            principal and interest, including, without limitation, taxes and
            insurance payments, [_____] has not advanced funds, or induced,
            solicited or knowingly received any advance of funds by a party
            other than the Mortgagor, directly or indirectly, for the payment of
            any amount required under the Mortgage Loan;

      (d)   Original Terms Unmodified. As of the Original Sale Date, the terms
            of the Mortgage Note and Mortgage have not been impaired, waived,
            altered or modified in any respect, from the date of origination
            except by a written instrument which has been recorded, if necessary
            to protect the interests of the Purchaser, and which has been
            delivered to the Trustee or to such other Person as the Purchaser
            shall designate in writing, and the terms of which are reflected in
            the Mortgage Loan Schedule. The substance of any such waiver,
            alteration or modification has been approved by the title insurer,
            if any, to the extent required by the policy, and its terms are
            reflected on the Mortgage Loan Schedule, if

                                    S-III-1
<PAGE>

            applicable. No Mortgagor has been released, in whole or in part,
            except in connection with an assumption agreement, approved by the
            title insurer, to the extent required by the policy, and which
            assumption agreement is part of the Mortgage Loan File delivered to
            the Trustee or to such other Person as the Purchaser shall designate
            in writing and the terms of which are reflected in the Mortgage Loan
            Schedule;

      (e)   No Defenses. The Mortgage Loan is not subject to any right of
            rescission, set-off, counterclaim or defense, including without
            limitation the defense of usury, nor will the operation of any of
            the terms of the Mortgage Note or the Mortgage, or the exercise of
            any right thereunder, render either the Mortgage Note or the
            Mortgage unenforceable, in whole or in part, or subject to any right
            of rescission, set-off, counterclaim or defense, including without
            limitation the defense of usury, and no such right of rescission,
            set-off, counterclaim or defense has been asserted with respect
            thereto, and no Mortgagor was a debtor in any state or federal
            bankruptcy or insolvency proceeding at the time the Mortgage Loan
            was originated;

      (f)   Hazard Insurance. As of the Servicing Transfer Date, pursuant to the
            terms of the Mortgage, all buildings or other improvements upon the
            Mortgaged Property are insured by a generally acceptable insurer
            against loss by fire, hazards of extended coverage meeting Accepted
            Origination Practices, as well as all additional requirements set
            forth in Section [___] of the [_______], dated as of 200[_]-[___],
            between the Purchaser and [_____]. If required by the National Flood
            Insurance Act of 1968, as amended, each Mortgage Loan is covered by
            a flood insurance policy meeting the requirements of the current
            guidelines of the Federal Insurance Administration in effect. All
            individual insurance policies contain a standard mortgagee clause
            naming [_____] and its successors and assigns as mortgagee, and all
            premiums thereon have been paid and such policies may not be
            reduced, terminated or cancelled without 30 days' prior written
            notice to the mortgagee. The Mortgage obligates the Mortgagor
            thereunder to maintain the hazard insurance policy at the
            Mortgagor's cost and expense, and on the Mortgagor's failure to do
            so, authorizes the holder of the Mortgage to obtain and maintain
            such insurance at such Mortgagor's cost and expense, and to seek
            reimbursement therefor from the Mortgagor. Where required by state
            law or regulation, the Mortgagor has been given an opportunity to
            choose the carrier of the required hazard insurance, provided the
            policy is not a "master" or "blanket" hazard insurance policy
            covering a condominium, or any hazard insurance policy covering the
            common facilities of a planned unit development. The hazard
            insurance policy is the valid and binding obligation of the insurer,
            is in full force and effect, and will be in full force and effect
            and inure to the benefit of the Purchaser upon the consummation of
            the transactions contemplated by this Agreement. [_____] has not
            engaged in, and has no knowledge of the Mortgagor's or any
            servicer's having engaged in, any act or omission which would impair
            the coverage of any such policy, the benefits of the endorsement
            provided for herein, or the validity and binding effect of such
            policy, including, without limitation, no unlawful fee, commission,
            kickback or other unlawful

                                    S-III-2
<PAGE>

            compensation or value of any kind has been or will be received,
            retained or realized by any attorney, firm or other person or
            entity, and no such unlawful items have been received, retained or
            realized by [_______];

      (g)   Compliance with Applicable Laws. Any and all requirements of any
            federal, state or local law including, without limitation, usury,
            truth-in-lending, real estate settlement procedures, consumer credit
            protection, equal credit opportunity, predatory and abusive lending
            and disclosure laws applicable to the Mortgage Loan have been
            complied with, the consummation of the transactions contemplated
            hereby will not involve the violation of any such laws or
            regulations, and [_______] shall maintain in its possession,
            available for the Purchaser's inspection, and shall deliver to the
            Purchaser upon demand, evidence of compliance with all such
            requirements;

      (h)   No Satisfaction of Mortgage. As of the Servicing Transfer Date, the
            Mortgage has not been satisfied, cancelled, subordinated or
            rescinded, in whole or in part, and the Mortgaged Property has not
            been released from the lien of the Mortgage, in whole or in part,
            nor has any instrument been executed that would effect any such
            release, cancellation, subordination or rescission. Except for the
            acceptance of a payment on a day other than a Due Date, [_______]
            has not waived the performance by the Mortgagor of any action, if
            the Mortgagor's failure to perform such action would cause the
            Mortgage Loan to be in default, nor has [_______] waived any default
            resulting from any action or inaction by the Mortgagor;

      (i)   Location and Type of Mortgaged Property. The Mortgaged Property is a
            fee simple property located in the state identified in the Mortgage
            Loan Schedule (except that with respect to real property located in
            jurisdictions in which the use of leasehold estates for residential
            properties is a generally-accepted practice, the Mortgaged Property
            may be a leasehold estate provided such leasehold meets the
            standards set forth in the Fannie Mae Seller's Guide). The Mortgage
            Property consists of a single parcel of real property with a
            detached single family residence erected thereon, or a two- to
            four-family dwelling, or an individual residential condominium unit
            in a condominium project, an individual unit in a planned unit
            development or a manufactured home; provided, however, no Mortgaged
            Property is a cooperative home and that any condominium unit or
            planned unit development shall not fall within any of the
            "Ineligible Projects" of part XII, Section 102 of the Fannie Mae
            Selling Guide and shall conform with the Underwriting Guidelines.
            With respect to any Mortgage Loan secured by a Mortgaged Property
            improved by manufactured housing, (i) such manufactured dwelling
            shall conform with the applicable Fannie Mae and Freddie Mac
            requirements regarding such dwellings, (ii) the related manufactured
            housing unit is permanently affixed to the land, (iii) the related
            manufactured housing unit and the related land are subject to a
            Mortgage properly filed in the appropriate public recording office
            and naming [_____] as mortgagee and (iv) the related Mortgaged
            Property is not located in the state of New Jersey. As of the date
            of origination, no portion of the Mortgaged Property was used for
            commercial purposes, and since the date of origination, no portion
            of the Mortgaged Property has been used

                                    S-III-3
<PAGE>

            for commercial purposes; provided, that Mortgaged Properties which
            contain a home office shall not be considered as being used for
            commercial purposes as long as the Mortgaged Property has not been
            altered for commercial purposes and is not storing any chemicals or
            raw materials other than those commonly used for homeowner repair,
            maintenance and/or household purposes;

      (j)   Valid First Lien. Each Mortgage is a valid, subsisting, enforceable
            and perfected first lien of record on a single parcel of real estate
            constituting the Mortgaged Property, including all buildings and
            improvements on the Mortgaged Property and all additions,
            alterations and replacements made at any time. The lien of the
            Mortgage is subject only to:

                  (1) the lien of current real property taxes and assessments
            not yet due and payable;

                  (2) covenants, conditions and restrictions, rights of way,
            easements and other matters of the public record as of the date of
            recording acceptable to prudent mortgage lending institutions
            generally and specifically referred to in the lender's title
            insurance policy delivered to the originator of the Mortgage Loan
            and (a) specifically referred to or otherwise considered in the
            appraisal made for the originator of the Mortgage Loan or (b) which
            do not adversely affect the Appraised Value of the Mortgaged
            Property set forth in such appraisal; and

                  (3) other matters to which like properties are commonly
            subject which do not materially interfere with the benefits of the
            security intended to be provided by the Mortgage or the use,
            enjoyment, value or marketability of the related Mortgaged Property.

            Any security agreement, chattel mortgage or equivalent document
            related to and delivered in connection with the Mortgage Loan
            establishes and creates a valid, subsisting, enforceable and
            perfected first lien and first priority security interest on the
            property described therein and [_______] has full right to sell and
            assign the same to Purchaser;

      (k)   Validity of Mortgage Documents. The Mortgage Note and the Mortgage
            and any other agreement executed and delivered by a Mortgagor or
            guarantor, if applicable, in connection with a Mortgage Loan are
            genuine, and each is the legal, valid and binding obligation of the
            maker thereof enforceable in accordance with its terms (including,
            without limitation, any provisions therein relating to Prepayment
            Premiums). All parties to the Mortgage Note, the Mortgage and any
            other such related agreement had legal capacity to enter into the
            Mortgage Loan and to execute and deliver the Mortgage Note, the
            Mortgage and any other related agreement, and the Mortgage Note, the
            Mortgage and any other such related agreement have been duly and
            properly executed by other such related parties;

      (l)   Full Disbursement of Proceeds. The Mortgage Loan has been closed and
            the proceeds of the Mortgage Loan have been fully disbursed and
            there is no

                                    S-III-4
<PAGE>

            requirement for future advances thereunder, and any and all
            requirements as to completion of any on-site or off-site improvement
            and as to disbursements of any escrow funds therefor have been
            complied with. All costs, fees and expenses incurred in making or
            closing the Mortgage Loan and the recording of the Mortgage were
            paid, and the Mortgagor is not entitled to any refund of any amounts
            paid or due under the Mortgage Note or Mortgage;

      (m)   Ownership. Excluding any pledge obligation pursuant to [_____]'s
            warehouse lending agreements (which obligation shall have been
            released on or before the Original Sale Date), on the Original Sale
            Date, [_______] was the sole owner of record and holder of the
            Mortgage Loan and the indebtedness evidenced by each Mortgage Note
            and upon the sale of the Mortgage Loans to the Purchaser, [_______]
            retained the Mortgage Files or any part thereof with respect thereto
            not delivered to the Trustee, the Purchaser or the Purchaser's
            designee, in trust only for the purpose of servicing and supervising
            the servicing of each Mortgage Loan. Immediately prior to the sale
            of the Mortgage Loans to the Purchaser on the Original Sale Date,
            the Mortgage Loan was not assigned or pledged, and [_______] had
            good, indefeasible and marketable title thereto, and has full right
            to transfer and sell the Mortgage Loan to the Purchaser free and
            clear of any encumbrance, equity, participation interest, lien,
            pledge, charge, claim or security interest, and has full right and
            authority subject to no interest or participation of, or agreement
            with, any other party, to sell and assign each Mortgage Loan
            pursuant to this Agreement and following the sale of each Mortgage
            Loan to the Purchaser, the Purchaser will own such Mortgage Loan
            free and clear of any encumbrance, equity, participation interest,
            lien, pledge, charge, claim or security interest. [_______] intends
            to relinquish all rights to possess, control and monitor the
            Mortgage Loan. After the Original Sale Date, [_______] will have no
            right to modify or alter the terms of the sale of the Mortgage Loan
            and [_______] will have no obligation or right to repurchase the
            Mortgage Loan or substitute another Mortgage Loan, except as
            provided in this Agreement;

      (n)   Doing Business. All parties which have had any interest in the
            Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise,
            are (or, during the period in which they held and disposed of such
            interest, were) (1) in compliance with any and all applicable
            licensing requirements of the laws of the state wherein the
            Mortgaged Property is located, and (2) either (i) organized under
            the laws of such state, or (ii) qualified to do business in such
            state, or (iii) a federal savings and loan association, a savings
            bank or a national bank having a principal office in such state, or
            (3) not doing business in such state;

      (o)   LTV; FICO Score. As of the Original Sale Date, no Mortgage Loan has
            an LTV greater than 100%. At origination of the Mortgage Loan, the
            Qualifying FICO Score was not less than 500;

      (p)   Title Insurance. The Mortgage Loan is covered by an ALTA lender's
            title insurance policy or other form of policy or insurance that is
            generally acceptable to Fannie Mae and Freddie Mac that was issued
            by a title insurer licensed and

                                    S-III-5
<PAGE>

            qualified to do business in the jurisdiction where the Mortgaged
            Property is located, insuring [_______], its successors and assigns,
            as to the first priority lien of the Mortgage in the original
            principal amount of the Mortgage Loan, subject only to the
            exceptions contained in clauses (1), (2) and (3) of paragraph (j) of
            this Schedule III, and in the case of Adjustable Rate Mortgage
            Loans, against any loss by reason of the invalidity or
            unenforceability of the lien resulting from the provisions of the
            Mortgage providing for adjustment to the Mortgage Interest Rate and
            Scheduled Payment. Where required by state law or regulation, the
            Mortgagor has been given the opportunity to choose the carrier of
            the required mortgage title insurance. Additionally, such lender's
            title insurance policy affirmatively insures ingress and egress, and
            against encroachments by or upon the Mortgaged Property or any
            interest therein. The title policy does not contain any special
            exceptions (other than the standard exclusions) for zoning and uses
            and has been marked to delete the standard survey exceptions or to
            replace the standard survey exception with a specific survey
            reading. [_____], its successors and assigns, are the sole insureds
            of such lender's title insurance policy, and such lender's title
            insurance policy is valid and remains in full force and effect and
            will be in force and effect upon the consummation of the
            transactions contemplated by this Agreement. No claims have been
            made under such lender's title insurance policy, and no prior holder
            of the related Mortgage, including [_______], has done, by act or
            omission, anything which would impair the coverage of such lender's
            title insurance policy, including without limitation, no unlawful
            fee, commission, kickback or other unlawful compensation or value of
            any kind has been or will be received, retained or realized by any
            attorney, firm or other person or entity, and no such unlawful items
            have been received, retained or realized by [_______];

      (q)   No Defaults. As of the Original Sale Date there is no default,
            breach, violation or event which would permit acceleration existing
            under the Mortgage or the Mortgage Note and no event which, with the
            passage of time or with notice and the expiration of any grace or
            cure period, would constitute a default, breach, violation or event
            which would permit acceleration, and neither [_______] nor any of
            its Affiliates nor any of their respective predecessors, have waived
            any default, breach, violation or event which would permit
            acceleration;

      (r)   No Mechanics' Liens. There are no mechanics' or similar liens or
            claims which have been filed for work, labor or material (and no
            rights are outstanding that under law could give rise to such liens)
            affecting the related Mortgaged Property which are or may be liens
            prior to, or equal or coordinate with, the lien of the related
            Mortgage;

      (s)   Location of Improvements; No Encroachments. As of the Original Sale
            Date, all improvements which were considered in determining the
            Appraised Value of the Mortgaged Property lay wholly within the
            boundaries and building restriction lines of the Mortgaged Property,
            and no improvements on adjoining properties encroach upon the
            Mortgaged Property. The Mortgaged Property and all improvements
            located on or being part of the Mortgaged Property are in

                                    S-III-6
<PAGE>

            compliance with all applicable zoning and building laws, ordinances
            and regulations;

      (t)   Origination; Payment Terms. The Mortgage Loan was originated by a
            mortgagee approved by the Secretary of Housing and Urban Development
            pursuant to Sections 203 and 211 of the National Housing Act (as
            amended from time to time) a savings and loan association, a savings
            bank, a commercial bank, credit union, insurance company or other
            similar institution which is supervised and examined by a federal or
            state authority. No Mortgage Loan contains terms or provisions which
            would result in negative amortization. Principal payments on the
            Mortgage Loan commenced no more than sixty days after funds were
            disbursed in connection with the Mortgage Loan. The Mortgage Note is
            payable in equal monthly installments of principal and interest,
            which installments of interest, with respect to Adjustable Rate
            Mortgage Loans, are subject to change due to the adjustments to the
            Mortgage Interest Rate on each Adjustment Date, with interest
            calculated and payable in arrears, sufficient to amortize the
            Mortgage Loan fully by the stated maturity date, over an original
            term of not more than thirty years from commencement of
            amortization. Unless otherwise specified on the related Mortgage
            Loan Schedule, the Mortgage Loan is payable on the first day of each
            month. There are no Convertible Mortgage Loans;

      (u)   Customary Provisions. The Mortgage contains customary and
            enforceable provisions such as to render the rights and remedies of
            the holder thereof adequate for the realization against the
            Mortgaged Property of the benefits of the security provided thereby,
            including, (i) in the case of a Mortgage designated as a deed of
            trust, by trustee's sale, and (ii) otherwise by judicial
            foreclosure. Upon default by a Mortgagor on a Mortgage Loan and
            foreclosure on, or trustee's sale of, the Mortgaged Property
            pursuant to the proper procedures, the holder of the Mortgage Loan
            will be able to deliver good and merchantable title to the Mortgaged
            Property. There is no homestead or other exemption available to a
            Mortgagor which would interfere with the right to sell the Mortgaged
            Property at a trustee's sale or the right to foreclose the Mortgage,
            subject to applicable federal and state laws and judicial precedent
            with respect to bankruptcy and right of redemption or similar law;

      (v)   Conformance with agency and Underwriting Guidelines. The Mortgage
            Loan was underwritten in accordance with the Underwriting Guidelines
            (a copy of which is attached to the related assignment and
            conveyance agreement as Exhibit C). The Mortgage Note and Mortgage
            are on forms generally acceptable in the secondary market and no
            representations have been made to a Mortgagor that are inconsistent
            with the mortgage instruments used;

      (w)   Occupancy of the Mortgaged Property. As of the Original Sale Date,
            the Mortgaged Property is lawfully occupied under applicable law.
            All inspections, licenses and certificates required to be made or
            issued with respect to all occupied portions of the Mortgaged
            Property have been made or obtained from the appropriate
            authorities. [_______] has not received notification from any


                                    S-III-7
<PAGE>

            governmental authority that the Mortgaged Property is in material
            non-compliance with such laws or regulations, is being used,
            operated or occupied unlawfully or has failed to have or obtain such
            inspection, licenses or certificates, as the case may be. [_______]
            has not received notice of any violation or failure to conform with
            any such law, ordinance, regulation, standard, license or
            certificate. Except as indicated on the Mortgage Loan Schedule, the
            Mortgagor represented at the time of origination of the Mortgage
            Loan that the Mortgagor would occupy the Mortgaged Property as the
            Mortgagor's primary residence;

      (x)   No Additional Collateral. The Mortgage Note is not and has not been
            secured by any collateral except the lien of the corresponding
            Mortgage and the security interest of any applicable security
            agreement or chattel mortgage referred to in paragraph (j) above;

      (y)   Deeds of Trust. In the event the Mortgage constitutes a deed of
            trust, a trustee, authorized and duly qualified under applicable law
            to serve as such, has been properly designated and currently so
            serves and is named in the Mortgage (or in the case of a
            substitution of trustee, is named in a properly recorded
            substitution of trustee), and no fees or expenses are or will become
            payable by the Purchaser, the Trustee or the Servicer to the trustee
            under the deed of trust, except in connection with a trustee's sale
            after default by the Mortgagor;

      (z)   Transfer of Mortgage Loans. The Assignment of Mortgage with respect
            to each Mortgage Loan is in recordable form and is acceptable for
            recording under the laws of the jurisdiction in which the Mortgaged
            Property is located (excepting therefrom mortgage recordation
            information where such has not been returned by the applicable
            county recorder's office and the name of the assignee). The
            transfer, assignment and conveyance of the Mortgage Notes and the
            Mortgages by [_____] are not subject to the bulk transfer or similar
            statutory provisions in effect in any applicable jurisdiction;

      (aa)  Mortgaged Property Undamaged; No Condemnation Proceedings. As of the
            Original Sale Date, to the best of [_______]'s knowledge, there is
            no proceeding pending or threatened for the total or partial
            condemnation of the Mortgaged Property. The Mortgaged Property is
            undamaged by waste, fire, earthquake or earth movement, windstorm,
            flood, tornado or other casualty so as to affect adversely the value
            of the Mortgaged Property as security for the Mortgage Loan or the
            use for which the premises were intended and each Mortgaged Property
            is in good repair. There have not been any condemnation proceedings
            with respect to the Mortgaged Property and [_____] has no knowledge
            of any such proceedings in the future;

      (bb)  No Buydown Provisions; No Graduated Payments or Contingent
            Interests. The Mortgage Loan does not contain provisions pursuant to
            which Scheduled Payments are paid or partially paid with funds
            deposited in any separate account established by [_______], the
            Mortgagor, or anyone on behalf of the Mortgagor,

                                    S-III-8
<PAGE>

            or paid by any source other than the Mortgagor nor does it contain
            any other similar provisions which may constitute a "buydown"
            provision. The Mortgage Loan is not a graduated payment mortgage
            loan, and the Mortgage Loan does not have a shared appreciation or
            other contingent interest feature. The indebtedness evidenced by the
            Mortgage Note is not convertible to an ownership interest in the
            Mortgaged Property or the Mortgagor and [_______] has not financed
            nor does it own directly or indirectly, any equity of any form in
            the Mortgaged Property or the Mortgagor;

      (cc)  No Balloon Mortgage Loans. The Mortgage Loan is not a Balloon
            Mortgage Loan;

      (dd)  Qualified Mortgage. The Mortgage Loan is a qualified mortgage under
            Section 860G(a)(3) of the Code;

      (ee)  Consolidation of Future Advances. Any future advances made to the
            Mortgagor prior to the applicable Cut-off Date have been
            consolidated with the outstanding principal amount secured by the
            Mortgage, and the secured principal amount, as consolidated, bears a
            single interest rate and single repayment term. The lien of the
            Mortgage securing the consolidated principal amount is expressly
            insured as having first lien priority by a title insurance policy,
            an endorsement to the policy insuring the mortgagee's consolidated
            interest or by other title evidence in accordance with Accepted
            Originating Practices. The consolidated principal amount does not
            exceed the original principal amount of the Mortgage Loan;

      (ff)  Collection Practices; Escrow Deposits; Interest Rate Adjustments. As
            of the Servicing Transfer Date, the origination, servicing and
            collection practices utilized with respect to the Mortgage Loan have
            been in all respects in compliance with Accepted Servicing
            Practices, applicable laws and regulations, and have been in all
            respects legal and proper. With respect to escrow deposits and
            Escrow Payments, all such payments are in the possession of [_____]
            and there exist no deficiencies in connection therewith for which
            customary arrangements for repayment thereof have not been made.
            Each Mortgage Loan is covered by a paid in full, life of loan, tax
            service contract and each of these contracts is assignable to the
            Purchaser. All Escrow Payments have been collected in full
            compliance with state and federal law and the provisions of the
            related voluntary escrow agreement. An escrow of funds is not
            prohibited by applicable law, and, where requested by the Mortgagor,
            and has been established in an amount sufficient to pay for every
            applicable item that remains unpaid and has been assessed but is not
            yet due and payable. No escrow deposits or Escrow Payments or other
            charges or payments due [_____] have been capitalized under the
            Mortgage or the Mortgage Note. All Mortgage Interest Rate
            adjustments have been made in strict compliance with state and
            federal law and the terms of the related Mortgage and Mortgage Note
            on the related Adjustment Date. If, pursuant to the terms of the
            Mortgage Note, another index was selected for determining the
            Mortgage Interest Rate, the same index was used with respect to each
            Mortgage Note which required a new index to be selected, and such
            selection did not conflict with the

                                    S-III-9
<PAGE>

            terms of the related Mortgage Note. Any and all notices required
            under applicable law and the terms of the related Mortgage Note and
            Mortgage regarding the Mortgage Interest Rate and the Scheduled
            Payment adjustments have been delivered. Any interest required to be
            paid pursuant to state, federal and local law has been properly paid
            and credited;

      (gg)  Regarding the Mortgagor. The Mortgagor is one or more natural
            persons and/or trustees for an Illinois land trust or a trustee
            under a "living trust" and such "living trust" is in compliance with
            Fannie Mae guidelines for such trusts;

      (hh)  Servicemembers' Civil Relief Act. As of the Original Sale Date, the
            Mortgagor has not notified [_______], and [_______] has no knowledge
            of any relief requested or allowed to the Mortgagor under the
            Servicemembers' Civil Relief Act of 2003, as amended, or any similar
            state statute;

      (ii)  Appraisal. [_______] has delivered to the Purchaser an appraisal of
            the Mortgaged Property signed prior to the approval of the Mortgage
            application by an appraiser qualified under applicable law who (i)
            is licensed in the state where the Mortgaged Property is located,
            (ii) has no interest, direct or indirect, in the Mortgaged Property
            or in any Loan or the security thereof, and (iii) does not receive
            compensation that is affected by the approval or disapproval of the
            Mortgage Loan. The appraisal and appraiser both satisfy the
            requirements of Title XI of the Financial Institutions Reform,
            Recovery, and Enforcement Act of 1989 and the regulations
            promulgated thereunder, all as in effect on the date the Mortgage
            Loan was originated. The appraisal shall have been made within one
            hundred and eighty (180) days of the origination of the Mortgage
            Loan and shall be completed in compliance with the Uniform Standards
            of Professional Appraisal Practice, and all applicable federal and
            state laws and regulations. If the appraisal was made more than one
            hundred and twenty (120) days before the origination of the Mortgage
            Loan, [_____] shall have received and delivered to the Purchaser a
            recertification of the appraisal;

      (jj)  Prepayment Penalty. The Mortgage Loan is subject to a Prepayment
            Penalty as provided in the related Mortgage Note except as set forth
            on the related Mortgage Loan Schedule. With respect to each Mortgage
            Loan that has a prepayment fee charge, each such prepayment penalty
            is enforceable and will be enforced by [_____] for the benefit of
            Purchaser upon the full and voluntary principal prepayment, and each
            prepayment charge is permitted pursuant to federal, state and local
            law and is only payable, during the first 3 years of the term of the
            Mortgage Loan. Each such prepayment penalty is in an amount equal to
            the maximum amount permitted under applicable law;

      (kk)  Single-premium credit life insurance policy. In connection with the
            origination of any Mortgage Loan, no proceeds from any Mortgage Loan
            were used to finance or acquire a single-premium credit life
            insurance policy; No Mortgagor was required to purchase any credit
            life, disability, accident or health insurance product as a
            condition of obtaining the extension of credit. No Mortgagor

                                    S-III-10
<PAGE>

            obtained a prepaid single-premium credit life, disability, accident
            or health insurance policy in connection with the origination of the
            Mortgage Loan;

      (ll)  Predatory Lending Regulations. None of the Mortgage Loans is
            classified as a (a) "high cost" loan under the Home Ownership and
            Equity Protection Act of 1994 or (b) "high cost home," "threshold,"
            "covered" (excluding a "covered home loan" as defined in clause (1)
            of the definition of such term under the New Jersey Home Ownership
            Security Act of 2002), "high risk home," "predatory" or similar loan
            under any other applicable federal, state or local law (including
            without limitation any regulation or ordinance) (or a similarly
            classified loan using different terminology under a law imposing
            heightened regulatory scrutiny or additional legal liability for
            residential mortgage loans having high interest rates, points and/or
            fees) or (c) a Mortgage Loan categorized as "High Cost" or "Covered"
            pursuant to Appendix E of the Standard & Poor's Glossary; except for
            Mortgage Loans secured by Mortgaged Properties originated in Los
            Angeles, California, as to which this representation set forth
            solely in this clause (c) is not made;

      (mm)  Flood Certification Contract. The Mortgage Loan is covered by a paid
            in full, life of loan, transferable flood certification contract;

      (nn)  Credit Reporting. [_____] has, in its capacity as servicer, for each
            Mortgage Loan, fully furnished, in accordance with the Fair Credit
            Reporting Act and its implementing regulations, accurate and
            complete information (e.g., favorable and unfavorable) on its
            borrower credit files to Equifax, Experian and Trans Union Credit
            Information Company (three of the credit repositories), on a monthly
            basis;

      (oo)  No Violation of Environmental Laws. As of the Servicing Transfer
            Date, the Mortgaged Property is free from any and all toxic or
            hazardous substances, other than those commonly used for homeowner
            repair maintenance and/or household purposes, and there exists no
            pending action or proceeding directly involving the Mortgaged
            Property in which compliance with any environmental law, rule or
            regulation is an issue;

      (pp)  Georgia Fair Lending Act. As of the applicable Original Sale Date,
            no Mortgage Loan is a "High-Cost Home Loan" as defined in the
            Georgia Fair Lending Act, as amended (the "Georgia Act"). No
            Mortgage Loan subject to the Georgia Act and secured by owner
            occupied real property or an owner occupied manufactured home
            located in the State of Georgia was originated (or modified) on or
            after October 1, 2002 through and including March 6, 2003;

      (qq)  Fraud. No fraud was committed in connection with the origination of
            any Mortgage Loan;

      (rr)  HELOC. No Mortgage Loan is an open-ended loan;

      (ss)  Fannie Mae Representations. With respect to any Mortgage Loans which
            are subsequently purchased by Fannie Mae or included in a Fannie Mae
            securitization

                                    S-III-11
<PAGE>

            for which the related Mortgage Loan Schedule indicated that such
            Mortgage Loans meet the 5% points and fees cap and conforming limits
            set by Fannie Mae:

                  (i) Each Mortgage Loan is in compliance with the
            anti-predatory lending eligibility for purchase requirements of
            Fannie Mae's Selling Guide;

                  (ii) (a) No mortgage loan is classified as a high-cost
            mortgage loan under HOEPA; and (b) no mortgage loan is a "high-cost
            home," "covered," "high risk home" or "predatory" loan under any
            other applicable state, federal or local law (or a similarly
            classified loan using different terminology under a law imposing
            heightened regulatory scrutiny or additional legal liability for
            residential mortgage loans having high interest rates, points and/or
            fees);

                  (iii) No Mortgage Loan is a "High-cost Home Loan" as defined
            in New York Banking Law 6-1.

                  (iv) No Mortgage Loan is a "High-cost Home Loan" as defined in
            the Arkansas Home Loan Protection Act effective July 16, 2003 (Act
            1340 of 2003);

                  (v) No Mortgage Loan is a "High-cost Home Loan" as defined in
            the Kentucky high-cost home loan statute effective June 24, 2003
            (Ky. Rev. Stat. Section 360.100);

                  (vi) No Mortgage Loan is a "High-Cost Home Loan" as defined in
            the New Jersey Home Ownership Act effective November 27, 2003
            (N.J.S.A. 46:10B-22 et seq.);

                  (vii) No Mortgage Loan is a "High-Cost Home Loan" as defined
            in the New Mexico Home Loan Protection Act effective January 1, 2004
            (N.M. Stat. Ann. ss.ss. 58-21A-1 et seq.);

                  (viii) No Mortgage Loan is a "High-Risk Home Loan" as defined
            in the Illinois High-Risk Home Loan Act effective January 1, 2004
            (815 Ill. Comp. Stat. 137/1 et seq.);

                  (ix) No borrower was encouraged or required to select a
            Mortgage Loan product offered by the Mortgage Loan's originator
            which is a higher cost product designed for less creditworthy
            borrowers, unless at the time of the Mortgage Loan's origination,
            such borrower did not qualify taking into account credit history and
            debt to income ratios for a lower cost credit product then offered
            by the Mortgage Loan's originator. As used herein, "originator" mean
            the lender funding the loan transaction;

                  (x) The methodology used in underwriting the extension of
            credit for each Mortgage Loan employs objective mathematical
            principles which relate the borrower's income, assets and
            liabilities to the proposed payment and such underwriting
            methodology does not rely on the extent of the borrower's equity in
            the collateral as the principal determining factor in approving such
            credit

                                    S-III-12
<PAGE>

            extension. Such underwriting methodology confirmed that at the time
            of origination (application/approval) the borrower had a reasonable
            ability to make timely payments on the Mortgage Loan;

                  (xi) With respect to any Mortgage Loan that contains a
            provision permitting imposition of a premium upon a prepayment prior
            to maturity: (i) prior to the loan's origination, the borrower
            agreed to such premium in exchange for a monetary benefit, including
            but not limited to a rate or fee reduction, (ii) prior to the loan's
            origination, the borrower was offered the option of obtaining a
            mortgage loan that did not require payment of such a premium, (iii)
            the prepayment premium is disclosed to the borrower in the loan
            documents pursuant to applicable state and federal law, and (iv)
            notwithstanding any state or federal law to the contrary, the
            Servicer shall not impose such prepayment premium in any instance
            when the mortgage debt is accelerated as the result of the
            borrower's default in making the loan payments;

                  (xii) No borrower was required to purchase any credit life,
            disability, accident or health insurance product as a condition of
            obtaining the extension of credit. No borrower obtained a prepaid
            single premium credit life, disability, accident or health insurance
            policy in connection with the origination of the Mortgage Loan; No
            proceeds from any Mortgage Loan were used to purchase single premium
            credit insurance policies as part of the origination of, or as a
            condition to closing, such Mortgage Loan;

                  (xiii) All points and fees related to each Mortgage Loan were
            disclosed in writing to the borrower in accordance with applicable
            state and federal law and regulation. Except in the case of a
            Mortgage Loan in an original principal amount of less than $60,000
            which would have resulted in an unprofitable origination, no
            borrower was charged "points and fees" (whether or not financed) in
            an amount greater than 5% of the principal amount of such loan, such
            5% limitation is calculated in accordance with Fannie Mae's
            anti-predatory lending requirements as set forth in the Fannie Mae
            Guide;

                  (xiv) All fees and charges (including finance charges) and
            whether or not financed, assessed, collected or to be collected in
            connection with the origination and servicing of each Mortgage Loan
            has been disclosed in writing to the borrower in accordance with
            applicable state and federal law and regulation; and

                  (xv) The Interim Servicer will transmit full-file credit
            reporting data for each Mortgage Loan pursuant to Fannie Mae Guide
            Announcement 95-19 and that for each Mortgage Loan, Servicer agrees
            it shall report one of the following statuses each month as follows:
            new origination, current, delinquent (30-, 60-, 90-days, etc.),
            foreclosed, or charged-off.

      (tt)  Delivery of Mortgage Documents. The Mortgage Note, the Mortgage, the
            Assignment of Mortgage and any other documents constituting the
            Mortgage File

                                    S-III-13
<PAGE>

            for each Mortgage Loan have been delivered to the Trustee. [_______]
            is in possession of a complete, true and accurate Mortgage File
            except for such documents the originals of which have been delivered
            to the Trustee;

      (uu)  Due-On-Sale. With respect to each Fixed Rate Mortgage Loan, the
            Mortgage contains an enforceable provision for the acceleration of
            the payment of the unpaid principal balance of the Mortgage Loan in
            the event that the Mortgaged Property is sold or transferred without
            the prior written consent of the mortgagee thereunder, and such
            provision is enforceable. None of the Mortgage Loans are, by their
            terms, assumable;

      (vv)  Construction or Rehabilitation of Mortgaged Property. No Mortgage
            Loan was made in connection with the construction or rehabilitation
            of a Mortgaged Property or facilitating the trade-in or exchange of
            a Mortgaged Property, except for any Mortgage Loans identified in
            the related Mortgage Loan Schedule as being subject to a escrow
            holdback;

      (ww)  Prior Servicing. Each Mortgage Loan has been serviced in strict
            compliance with Accepted Servicing Practices;

      (xx)  Leaseholds. If the Mortgage Loan is secured by a long-term
            residential lease, (1) the lessor under the lease holds a fee simple
            interest in the land; (2) the terms of such lease expressly permit
            the mortgaging of the leasehold estate, the assignment of the lease
            without the lessor's consent and the acquisition by the holder of
            the Mortgage of the rights of the lessee upon foreclosure or
            assignment in lieu of foreclosure or provide the holder of the
            Mortgage with substantially similar protections; (3) the terms of
            such lease do not (a) allow the termination thereof upon the
            lessee's default without the holder of the Mortgage being entitled
            to receive written notice of, and opportunity to cure, such default,
            (b) allow the termination of the lease in the event of damage or
            destruction as long as the Mortgage is in existence, (c) prohibit
            the holder of the Mortgage from being insured (or receiving proceeds
            of insurance) under the hazard insurance policy or policies relating
            to the Mortgaged Property or (d) permit any increase in rent other
            than pre-established increases set forth in the lease; (4) the
            original term of such lease is not less than 15 years; (5) the term
            of such lease does not terminate earlier than five years after the
            maturity date of the Mortgage Note; and (6) the Mortgaged Property
            is located in a jurisdiction in which the use of leasehold estates
            in transferring ownership in residential properties is a widely
            accepted practice;

      (yy)  Recordation. Each original Mortgage was recorded, or has been
            delivered to the appropriate public recording office for recordation
            and all subsequent assignments of the original Mortgage (other than
            the assignment to the Purchaser) have been delivered to the
            Purchaser in recordable form, other than the insertion of any
            necessary Mortgage recording information;


                                    S-III-14
<PAGE>

      (zz)  Litigation. The Mortgage Loan is not subject to any outstanding
            litigation for fraud, origination, predatory lending, servicing or
            closing practices;

      (aaa) Mortgaged Premises Located in New Jersey. All Mortgage Loans
            originated in New Jersey are ratable by Standard & Poor's, Fitch
            Ratings and Moody's and comply with the Purchase's standards for
            purchasing New Jersey mortgage loans;

      (bbb) Oakland Mortgage Loans. No Mortgage Loan is subject to the Oakland,
            California Anti-Predatory Lending Ordinance;

      (ccc) South Carolina Mortgage Loans. No Mortgage Loan subject to the South
            Carolina High Cost and Consumer Home Loan Act is a refinance or
            non-purchase money Mortgage Loan; and

      (ddd) New York Mortgage Loans. No Mortgage Loan is a "High-cost Home Loan"
            as defined in New York Banking Law 6-1.

                                    S-III-15
<PAGE>


                                   EXHIBIT A-1

                FORM OF CLASS A, CLASS M AND CLASS B CERTIFICATES

[To be added to Class B-4 Certificates: IF THIS CERTIFICATE IS A PHYSICAL
CERTIFICATE, NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER (THE
"TRANSFEROR LETTER") IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO
HEREIN AND EITHER (I) THE TRUSTEE RECEIVES A RULE 144A LETTER (THE "144A
LETTER") IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR (II)
THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE EXPENSE OF THE
TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.

IF THIS CERTIFICATE IS A BOOK ENTRY CERTIFICATE, THE PROPOSED TRANSFEROR WILL BE
DEEMED TO HAVE MADE EACH OF THE CERTIFICATIONS SET FORTH IN THE TRANSFEROR
LETTER AND THE PROPOSED TRANSFEREE WILL BE DEEMED TO HAVE MADE EACH OF THE
CERTIFICATIONS SET FORTH IN THE RULE 144A LETTER, IN EACH CASE AS IF SUCH
CERTIFICATE WERE EVIDENCED BY A PHYSICAL CERTIFICATE.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND
THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I
AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR
ANY SIMILAR LAW AND WILL NOT SUBJECT THE TRUSTEE OR THE SERVICER TO ANY
OBLIGATION IN ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO ANY
LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED
TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT
TO TITLE I OF ERISA,

                                     A-1-1
<PAGE>

SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION LETTER OR
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID
AND OF NO EFFECT.]

Unless this Certificate is presented by an authorized representative of the
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT,"
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND CERTAIN OTHER
ASSETS.

Certificate No.              :

Cut-off Date                 :     [_____], 200[_]

First Distribution Date      :     [_____], 200[_]

Initial Certificate Balance
of this Certificate
("Denomination")             :

<PAGE>

Initial Certificate
Balances of all

Certificates of this Class   :             Class             Principal Amount

                                        Class A-1               $[_______]

                                        Class A-2               $[_______]

                                        Class M-1               $[_______]

                                        Class M-2               $[_______]

                                        Class M-3               $[_______]

                                        Class B-1               $[_______]

                                        Class B-2               $[_______]

                                        Class B-3               $[_______]

                                        Class B-4               $[_______]


                                     A-1-2
<PAGE>

CUSIP                        :             Class                CUSIP No.

                                        Class A-1               [_______]

                                        Class A-2               [_______]

                                        Class M-1               [_______]

                                        Class M-2               [_______]

                                        Class M-3               [_______]

                                        Class B-1               [_______]

                                        Class B-2               [_______]

                                        Class B-3               [_______]

                                        Class B-4               [_______]

ISIN                         :             Class                   ISIN

                                        Class A-1               [_______]

                                        Class A-2               [_______]

                                        Class M-1               [_______]

                                        Class M-2               [_______]

                                        Class M-3               [_______]

                                        Class B-1               [_______]

                                        Class B-2               [_______]

                                        Class B-3               [_______]

                                        Class B-4               [_______]


                                     A-1-3
<PAGE>

                          GS MORTGAGE SECURITIES CORP.

                            GSAMP Trust 200[_]-[___]
             Mortgage Pass-Through Certificates, Series 200[_]-[___]
                        [Class A-] [Class M-] [Class B-]

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer or the Trustee referred to below or any of their
respective affiliates. Neither this Certificate nor the Mortgage Loans are
guaranteed or insured by any governmental agency or instrumentality.

            This certifies that CEDE & CO. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions pursuant to a Pooling and Servicing Agreement, dated as of
[____________], 200[_] (the "Agreement"), among GS Mortgage Securities Corp., as
depositor (the "Depositor"), [_______], as servicer, (the "Servicer"), [_______]
("[_______]") and [_______], as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.

                                       * * *

                                     A-1-4
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated:

                                       [_______],
                                          not in its individual capacity,
                                          but solely as Trustee

                                       By:____________________________________

Authenticated:

By:___________________________
   Authorized Signatory of
   [_______],
   not in its individual capacity,
   but solely as Trustee

                                     A-1-5
<PAGE>

                          GS MORTGAGE SECURITIES CORP.
                            GSAMP Trust 200[_]-[___]
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 200[_]-[___] Mortgage Pass-Through Certificates, of
the Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the [__] day of each month or, if such day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes, or such other location specified in the notice to Certificateholders
of such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, [_______]

                                     A-1-6
<PAGE>

and the Trustee with the consent of the Holders of Certificates affected by such
amendment evidencing the requisite Percentage Interest, as provided in the
Agreement. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


                                     A-1-7
<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

______________________________________________________________________________.

Dated:______

                                          ____________________________________
                                          Signature by or on behalf of assignor

                                     A-1-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________________________________,
_____________________________________________________________________________,
for the account of __________________________________________________________,
account number ______________, or, if mailed by check, to ___________________.
Applicable statements should be mailed to ___________________________________,
_____________________________________________________________________________.

            This information is provided by _________________________________,
the assignee named above, or ________________________________________________,
as its agent.

                                     A-1-9
<PAGE>

                                    EXHIBIT B

                           FORM OF CLASS P CERTIFICATE

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF
EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED
TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO APPLICABLE FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE, OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY
PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN SUBJECT TO TITLE I OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW
WITHOUT THE REPRESENTATION LETTER SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.

Certificate No.           :           1
Cut-off Date              :           [_____], 200[_]
First Distribution Date   :           [_____], 200[_]
Percentage Interest of
this Certificate
("Denomination")          :           100%
CUSIP                     :           [_______]
ISIN                      :           [_______]


                                      B-1
<PAGE>

                          GS MORTGAGE SECURITIES CORP.

                            GSAMP Trust 200[_]-[___]
             Mortgage Pass-Through Certificates, Series 200[_]-[___]

                                     Class P

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Certificate does not evidence an obligation
of, or an interest in, and is not guaranteed by the Depositor, the Servicer or
the Trustee referred to below or any of their respective affiliates. Neither
this Certificate nor the Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality.

            This certifies that [___] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions
pursuant to a Pooling and Servicing Agreement dated as of [_____], 200[_] (the
"Agreement") among GS Mortgage Securities Corp., as depositor (the "Depositor"),
[_______], as servicer, (the "Servicer"), [_______] ("[_______]") and [_______],
as trustee (the "Trustee"). To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

            This Certificate does not have a Pass-Through Rate and will be
entitled to distributions only to the extent set forth in the Agreement. In
addition, any distribution of the proceeds of any remaining assets of the Trust
will be made only upon presentment and surrender of this Certificate at the
offices designated by the Trustee for such purpose.

            No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with the 1933 Act and such laws. In the event of any
such transfer, the Trustee shall require the transferor to execute a transferor
certificate (in substantially the form attached to the Pooling and Servicing
Agreement) and deliver either (i) a Rule 144A Letter, in either case
substantially in the form attached to the Agreement, or (ii) a written Opinion
of Counsel to the Trustee that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from the
1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel
shall be an expense of the transferor.

            No transfer of a Certificate of this Class shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an

                                      B-2
<PAGE>

employee benefit plan subject to Section 406 of ERISA, Section 4975 of the Code
or any materially similar provisions of applicable Federal, state or local law
("Similar Law"), or a person acting on behalf of or investing plan assets of any
such plan, which representation letter shall not be an expense of the Trustee.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.

                                       ***

                                       B-3

<PAGE>

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:

                                       [_______],
                                          not in its individual capacity,
                                          but solely as Trustee

                                       By:____________________________________

Authenticated:

By ____________________________________
   Authorized Signatory of

   [_______],
   not in its individual capacity,
   but solely as Trustee


                                      B-4

<PAGE>


                          GS MORTGAGE SECURITIES CORP.
                            GSAMP Trust 200[_]-[___]
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 200[_]-[___] Mortgage Pass-Through Certificates, of
the Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the [__] day of each month or, if such [__] day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes or such other location specified in the notice to Certificateholders of
such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, [_______], the Servicer and the Trustee with the consent of
the Holders of Certificates affected by such amendment

                                      B-5
<PAGE>

evidencing the requisite Percentage Interest, as provided in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

                                       B-6
<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

______________________________________________________________________________.

Dated:______

                                          ____________________________________
                                          Signature by or on behalf of assignor

                                      B-7
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________,
_____________________________________________________________________________,
for the account of __________________________________________________________,
account number ______________, or, if mailed by check, to ___________________.
Applicable statements should be mailed to ___________________________________,
_____________________________________________________________________________.

            This information is provided by _________________________________,
the assignee named above, or ________________________________________________,
as its agent.

                                      B-8
<PAGE>

                                    EXHIBIT C

                           FORM OF CLASS R CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN TWO "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO MATERIALLY SIMILAR PROVISIONS
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") OR A PERSON INVESTING
ON BEHALF OF OR WITH PLAN ASSETS OF SUCH A PLAN. In the event that such
representation is violated, or any attempt IS MADE to transfer to a plan or
arrangement subject to Section 406 of ERISA, a plan subject to Section 4975 of
the Code OR A PLAN SUBJECT TO SIMILAR LAW, or a person acting on behalf of any
such plan or arrangement or using the assets of any such plan or arrangement,
such attempted transfer or acquisition shall be void and of no effect.

Certificate No.             :         1
Cut-off Date                :         [_____], 200[_]
First Distribution Date     :         [_____], 200[_]
Percentage Interest of      :
this Certificate

("Denomination")                      100%
CUSIP                       :         [_______]
ISIN                        :         [_______]

                                      C-1
<PAGE>

                          GS MORTGAGE SECURITIES CORP.

                            GSAMP Trust 200[_]-[___]
             Mortgage Pass-Through Certificates, Series 200[_]-[__]

                                     Class R

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class R Certificate has no Certificate Balance
and is not entitled to distributions in respect of principal or interest. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicers or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

            This certifies that [______] is the registered owner of the
Percentage Interest specified above of any monthly distributions due to the
Class R Certificates pursuant to a Pooling and Servicing Agreement dated as of
[_____], 200[_] (the "Agreement") among GS Mortgage Securities Corp., as
depositor (the "Depositor"), [_______], as servicer, (the "Servicer"), [_______]
("[_______]") and [_______], as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class R
Certificate at the offices designated by the Trustee for such purposes.

            No transfer of a Class R Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such
representation is violated, or any attempt is made to transfer to a plan or
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any
such plan or arrangement or using the assets of any such plan or arrangement,
such attempted transfer or acquisition shall be void and of no effect.

            Each Holder of this Class R Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class R Certificate to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in this

                                      C-2
<PAGE>

Class R Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring any Ownership Interest in this Class R Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted Transferee, (ii) no
Ownership Interest in this Class R Certificate may be registered on the Closing
Date or thereafter transferred, and the Trustee shall not register the Transfer
of this Certificate unless, in addition to the certificates required to be
delivered to the Trustee under Section 5.02(b) of the Agreement, the Trustee
shall have been furnished with a Transfer Affidavit of the initial owner or the
proposed transferee in the form attached as Exhibit G to the Agreement, (iii)
each Person holding or acquiring any Ownership Interest in this Class R
Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person
to whom such Person attempts to Transfer its Ownership Interest this Class R
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
Person is acting as nominee, trustee or agent in connection with any Transfer of
this Class R Certificate, (C) not to cause income with respect to the Class R
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other U.S. Person and (D) not to Transfer the Ownership Interest in this
Class R Certificate or to cause the Transfer of the Ownership Interest in this
Class R Certificate to any other Person if it has actual knowledge that such
Person is not a Permitted Transferee and (iv) any attempted or purported
Transfer of the Ownership Interest in this Class R Certificate in violation of
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.

                                      C-3
<PAGE>

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.

Dated:

                                       [_______],
                                          not in its individual capacity,
                                          but solely as Trustee

                                       By:____________________________________

Authenticated:

By:________________________________
   Authorized Signatory of
   [_______],
   not in its individual capacity,
   but solely as Trustee

                                      C-4
<PAGE>

                          GS MORTGAGE SECURITIES CORP.
                            GSAMP Trust 200[_]-[___]
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 200[_]-[___] Mortgage Pass-Through Certificates, of
the Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the [__] day of each month or, if such [__] day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes or such other location specified in the notice to Certificateholders of
such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, [_______], the Servicer and the Trustee with the consent of
the Holders of Certificates affected by such amendment

                                      C-5
<PAGE>

evidencing the requisite Percentage Interest, as provided in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor and the Trustee and any agent of the Depositor or the
Trustee may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, nor any
such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.

                                      C-6
<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

______________________________________________________________________________.

Dated:______

                                          ____________________________________
                                          Signature by or on behalf of assignor


                                      C-7
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________,
_____________________________________________________________________________,
for the account of __________________________________________________________,
account number ______________, or, if mailed by check, to ___________________.
Applicable statements should be mailed to ___________________________________,
_____________________________________________________________________________.

            This information is provided by _________________________________,
the assignee named above, or ________________________________________________,
as its agent.


                                      C-8
<PAGE>

                                    EXHIBIT D

                           FORM OF CLASS X CERTIFICATE

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
DIRECT OR INDIRECT INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), AND
CERTAIN OTHER ASSETS.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEROR DELIVERS TO THE TRUSTEE A TRANSFEROR LETTER IN THE FORM OF
EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND EITHER (i) THE TRUSTEE
RECEIVES A RULE 144A LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED
TO HEREIN OR (ii) THE TRUSTEE RECEIVES AN OPINION OF COUNSEL, DELIVERED AT THE
EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN
SUBJECT TO SECTION 4975 OF THE CODE, OR A PLAN SUBJECT TO APPLICABLE FEDERAL,
STATE OR LOCAL LAW ("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE OR A PERSON INVESTING ON BEHALF OF OR WITH PLAN
ASSETS OF SUCH A PLAN, OR, IF THE TRANSFEREE IS AN INSURANCE COMPANY, A
REPRESENTATION LETTER THAT IT IS USING THE ASSETS OF ITS GENERAL ACCOUNT AND
THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE COVERED UNDER SECTIONS I
AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE TRUSTEE AND THE SERVICER, TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A PROHIBITED
TRANSACTION WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR
LAW AND WILL NOT SUBJECT THE TRUSTEE OR THE SERVICER TO ANY OBLIGATION IN
ADDITION TO THOSE EXPRESSLY UNDERTAKEN IN THIS AGREEMENT OR TO ANY LIABILITY.
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF
THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I
OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW WITHOUT THE REPRESENTATION
LETTER OR OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
SHALL BE VOID AND OF NO EFFECT.

                                      D-1
<PAGE>

Certificate No.              :
Cut-off Date                 :        [_____], 200[_]
First Distribution Date      :        [_____], 200[_]
Percentage Interest of this
Certificate ("Denomination") :
CUSIP                        :        [_______]
ISIN:                        :        [_______]

                                      D-2
<PAGE>

                          GS MORTGAGE SECURITIES CORP.

                            GSAMP Trust 200[_]-[___]
             Mortgage Pass-Through Certificates, Series 200[_]-[___]

                                     Class X

            evidencing a percentage interest in the distributions allocable to
            the Certificates of the above-referenced Class.

            Distributions in respect of this Certificate are distributable
monthly as set forth herein. This Class X Certificate has no Certificate Balance
and is not entitled to distributions in respect of principal or interest. This
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicers or the Trustee referred to below or
any of their respective affiliates. Neither this Certificate nor the Mortgage
Loans are guaranteed or insured by any governmental agency or instrumentality.

            This certifies that [___] is the registered owner of the Percentage
Interest specified above of any monthly distributions due to the Class X
Certificates pursuant to a Pooling and Servicing Agreement dated as of [_____],
200[_] (the "Agreement") among GS Mortgage Securities Corp., as depositor (the
"Depositor"), [_______], as servicer, (the "Servicer"), [_______] ("[_______]")
and [_______], as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Any distribution of the proceeds of any remaining assets of the
Trust Fund will be made only upon presentment and surrender of this Class X
Certificate at the offices designated by the Trustee for such purposes.

            No transfer of a Class X Certificate shall be made unless the
Trustee shall have received a representation letter from the transferee of such
Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA, a plan or arrangement subject to
Section 4975 of the Code or a plan subject to Similar Law, or a person acting on
behalf of any such plan or arrangement nor using the assets of any such plan or
arrangement to effect such transfer, which representation letter shall not be an
expense of the Trustee, the Servicer or the Trust Fund. In the event that such
representation is violated, or any attempt is made to transfer to a plan or
arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of
the Code or a plan subject to Similar Law, or a person acting on behalf of any
such plan or arrangement or using the assets of any such plan or arrangement,
such attempted transfer or acquisition shall be void and of no effect.

            Each Holder of this Class X Certificate shall be deemed by the
acceptance or acquisition an Ownership Interest in this Class X Certificate to
have agreed to be bound by the following provisions, and the rights of each
Person acquiring any Ownership Interest in this

                                      D-3
<PAGE>

Class X Certificate are expressly subject to the following provisions: (i) each
Person holding or acquiring any Ownership Interest in this Class X Certificate
shall be a Permitted Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted Transferee, (ii) no
Ownership Interest in this Class X Certificate may be registered on the Closing
Date or thereafter transferred, and the Trustee shall not register the Transfer
of this Certificate unless, in addition to the certificates required to be
delivered to the Trustee under Section 5.02(b) of the Agreement, the Trustee
shall have been furnished with a Transfer Affidavit of the initial owner or the
proposed transferee in the form attached as Exhibit G to the Agreement, (iii)
each Person holding or acquiring any Ownership Interest in this Class X
Certificate shall agree (A) to obtain a Transfer Affidavit from any other Person
to whom such Person attempts to Transfer its Ownership Interest this Class X
Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
Person is acting as nominee, trustee or agent in connection with any Transfer of
this Class X Certificate, (C) not to cause income with respect to the Class X
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such Person or
any other U.S. Person and (D) not to Transfer the Ownership Interest in this
Class X Certificate or to cause the Transfer of the Ownership Interest in this
Class X Certificate to any other Person if it has actual knowledge that such
Person is not a Permitted Transferee and (iv) any attempted or purported
Transfer of the Ownership Interest in this Class X Certificate in violation of
the provisions herein shall be absolutely null and void and shall vest no rights
in the purported Transferee.

            Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

            This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually authenticated by an
authorized signatory of the Trustee.

                                      D-4
<PAGE>

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

Dated:

                                       [_______],
                                          not in its individual capacity,
                                          but solely as Trustee

                                       By:____________________________________

Authenticated:

By:________________________________
   Authorized Signatory of
   [_______],
   not in its individual capacity,
   but solely as Trustee

                                      D-5
<PAGE>

                          GS MORTGAGE SECURITIES CORP.
                            GSAMP Trust 200[_]-[___]
                       Mortgage Pass-Through Certificates

            This Certificate is one of a duly authorized issue of Certificates
designated as GSAMP Trust 200[_]-[___] Mortgage Pass-Through Certificates, of
the Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.

            The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

            This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

            Pursuant to the terms of the Agreement, a distribution will be made
on the [__] day of each month or, if such [__] day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date for each
Distribution Date is the last Business Day of the applicable Interest Accrual
Period for the related Distribution Date; provided, however, that for any
Definitive Certificates, the Record Date shall be the last Business Day of the
month immediately preceding the month of such Distribution Date (or if such day
is not a Business Day, on the immediately preceding Business Day).

            Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the offices designated by the Trustee for such
purposes or such other location specified in the notice to Certificateholders of
such final distribution.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders
of Certificates affected by such amendment evidencing

                                      D-6
<PAGE>

the requisite Percentage Interest, as provided in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register of the Trustee upon surrender of this Certificate for
registration of transfer at the offices designated by the Trustee for such
purposes, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the holder hereof
or such holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

            The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

            The Depositor, the Servicer and the Trustee and any agent of the
Depositor or the Trustee may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, nor any such agent shall be affected by any notice to the contrary.

            On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the Cut-off Date
Pool Principal Balance, the Person specified in Section 9.01 of the Agreement
will have the option to repurchase, in whole, from the Trust Fund all remaining
Mortgage Loans and all property acquired in respect of the Mortgage Loans at a
purchase price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in Section
9.01 of the Agreement.

            Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


                                      D-7
<PAGE>

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

            I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

______________________________________________________________________________.

Dated:______

                                          ____________________________________
                                          Signature by or on behalf of assignor


                                      D-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_________________________________________________,
_____________________________________________________________________________,
for the account of __________________________________________________________,
account number ______________, or, if mailed by check, to ___________________.
Applicable statements should be mailed to ___________________________________,
_____________________________________________________________________________.

            This information is provided by _________________________________,
the assignee named above, or ________________________________________________,
as its agent.


                                      D-9
<PAGE>

                                    EXHIBIT E

                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                     [date]

[Depositor]

[Servicer]

_____________________
_____________________

      Re:   Pooling and Servicing Agreement among GS Mortgage Securities Corp.,
            as Depositor, [_______], as Servicer, [_______], as Responsible
            Party and [_______], as Trustee, GSAMP Trust, 200[_]-[___]
            ----------------------------------------------------------

Gentlemen:

            In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, for each Mortgage Loan listed in the Mortgage Loan Schedule (other than
any Mortgage Loan listed in the attached schedule of exceptions), it has
received:

            (i) the original Mortgage Note, endorsed as provided in the
      following form: "Pay to the order of ________, without recourse"; and

            (ii) a duly executed Assignment of Mortgage (which may be included
      in a blanket assignment or assignments).

            Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability, recordability or
genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan or the perfection or priority of any Mortgage. Notwithstanding anything
herein to the contrary, the Trustee has made no determination and makes no
representations as to whether (i) any endorsement is sufficient to transfer all
right, title and interest of the party so endorsing, as Noteholder or assignee
thereof, in and to that Mortgage Note or (ii) any assignment is in recordable
form or sufficient to effect the assignment of and transfer to the assignee
thereof, under the Mortgage to which the assignment relates.

                                      E-1
<PAGE>

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                       [_______],
                                          as Trustee

                                       By:____________________________________
                                       Name:__________________________________
                                       Title:_________________________________


                                      E-2
<PAGE>

                                    EXHIBIT F

                         FORM OF DOCUMENT CERTIFICATION
                         AND EXCEPTION REPORT OF TRUSTEE

                                     [date]

[Depositor]

[Servicer]

_____________________
_____________________

      Re:   Pooling and Servicing Agreement among GS Mortgage Securities Corp.,
            as Depositor, [_______], as Servicer, [_______], as Responsible
            Party and [_______], as Trustee, GSAMP Trust, 200[_]-[___]
            ----------------------------------------------------------

Gentlemen:

            In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
attached Document Exception Report) it has received:

            (i) The original Mortgage Note, endorsed in the form provided in
      Section 2.01 of the Pooling and Servicing Agreement, with all intervening
      endorsements showing a complete chain of endorsement from the originator
      to the last endorsee.

            (ii) The original recorded Mortgage.

            (iii) A duly executed Assignment of Mortgage in the form provided in
      Section 2.01 of the Pooling and Servicing Agreement; or, if the Trustee
      has actual knowledge that the related Mortgage has not been returned from
      the applicable recording office, a copy of the Assignment of Mortgage
      (excluding information to be provided by the recording office).

            (iv) The original or duplicate original recorded assignment or
      assignments of the Mortgage showing a complete chain of assignment from
      the originator to the last endorsee.

            (v) The original or duplicate original lender's title policy and all
      riders thereto or, any one of an original title binder, an original
      preliminary title report or an original title commitment, or a copy
      thereof certified by the title company.

                                      F-1
<PAGE>

            Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such
Mortgage Loan, and (b) the information set forth in items (1), (2) and (13) of
the Mortgage Loan Schedule and the Data Tape Information accurately reflects
information set forth in the Custodial File.

            The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review of the Custodial File
specifically required in the Pooling and Servicing Agreement. The Trustee makes
no representations as to: (i) the validity, legality, sufficiency,
enforceability, recordability or genuineness of any of the documents contained
in each Mortgage File of any of the Mortgage Loans identified on the Mortgage
Loan Schedule or (ii) the collectability, insurability, effectiveness or
suitability of any such Mortgage Loan or the perfection or priority of any
Mortgage. Notwithstanding anything herein to the contrary, the Trustee has made
no determination and makes no representations as to whether (i) any endorsement
is sufficient to transfer all right, title and interest of the party so
endorsing, as Noteholder or assignee thereof, in and to that Mortgage Note or
(ii) any assignment is in recordable form or sufficient to effect the assignment
of and transfer to the assignee thereof, under the Mortgage to which the
assignment relates.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                       [_______],
                                          as Trustee

                                       By:____________________________________
                                       Name:__________________________________
                                       Title:_________________________________

                                       F-2
<PAGE>

                                    EXHIBIT G

                           RESIDUAL TRANSFER AFFIDAVIT

                            GSAMP Trust 200[_]-[___],
                       Mortgage Pass-Through Certificates

STATE OF                )
                        ) ss.:
COUNTY OF               )

            The undersigned, being first duly sworn, deposes and says as
follows:

            1. The undersigned is an officer of ___________________, the
proposed Transferee of an Ownership Interest in a Residual Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement dated as
of [_____], 200[_] (the "Agreement"), among GS Mortgage Securities Corp., as
depositor (the "Depositor"), [_______], as servicer, [_______], as Responsible
Party and [_______], as trustee (the "Trustee"). Capitalized terms used, but not
defined herein or in Exhibit 1 hereto, shall have the meanings ascribed to such
terms in the Agreement. The Transferee has authorized the undersigned to make
this affidavit on behalf of the Transferee for the benefit of the Depositor and
the Trustee.

            2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate for its own account. The Transferee has no
knowledge that any such affidavit is false.

            3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

            4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)

                                      G-1
<PAGE>

            5. The Transferee has reviewed the provisions of Section 5.02(c) of
the Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

            6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit H to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

            7. The Transferee has historically paid its debts as they have come
due, intends to pay its debts as they come due in the future, and understands
that the taxes payable with respect to the Certificate may exceed the cash flow
with respect thereto in some or all periods and intends to pay such taxes as
they become due. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate.

            8. The Transferee's taxpayer identification number is __________.

            9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

            10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.

            11. The Transferee will not cause income from the Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other U.S.
person.

            12. Check one of the following:

            [_] The present value of the anticipated tax liabilities associated
with holding the Certificate, as applicable, does not exceed the sum of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Certificate;

                                      G-2
<PAGE>

            (ii)  the present value of the expected future distributions on such
                  Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Certificate as the related REMIC generates
                  losses.

            For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Transferee has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.

            [_] The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from the Certificate will only be taxed in the
                  United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Certificate only to another
                  "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations; and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Certificate based on reasonable market assumptions
                  (including, but not limited to, borrowing and investment
                  rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.

            [_] None of the above.

            13. The Transferee is not an employee benefit plan that is subject
to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a
plan subject to any Federal, state or local law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting
on behalf of or investing plan assets of such a plan.

                                      G-3
<PAGE>

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this __ day of ________, 20__.

                                       _______________________________________
                                       Print Name of Transferee

                                       By:____________________________________
                                          Name:
                                          Title:

[Corporate Seal]

ATTEST:

   ____________________________________
   [Assistant] Secretary

            Personally appeared before me the above-named __________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the ___________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and 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__



                                      G-4
<PAGE>

                                    EXHIBIT H

                         FORM OF TRANSFEROR CERTIFICATE

                                                                __________, 20__

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

[_______],
as Trustee

[_______]

            Re:   GSAMP Trust, 200[_]-[___], Mortgage Pass-Through Certificates,
                  --------------------------------------------------------------
                  Class [__ ]
                  -----------


Ladies and Gentlemen:

            In connection with our disposition of the above Certificates we
certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act and
(c) to the extent we are disposing of a Residual Certificate, (A) we have no
knowledge the Transferee is not a Permitted Transferee and (B) after conducting
a reasonable investigation of the financial condition of the Transferee, we have
no knowledge and no reason to believe that the Transferee will not pay all taxes
with respect to the Residual Certificates as they become due and (C) we have no
reason to believe that the statements made in paragraphs 7, 10 and 11 of the
Transferee's Residual Transfer Affidavit are false.

                                       Very truly yours,

                                       _________________________________________
                                       Print Name of Transferor

                                       By:______________________________________
                                          Authorized Officer


                                      H-1
<PAGE>


                                    EXHIBIT I

                            FORM OF RULE 144A LETTER

                                                              ____________, 20__

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

[_______],
as Trustee

[_______]

            Re:   GSAMP Trust 200[_]-[___], Mortgage Pass-Through Certificates,
                  Class [__ ]
                  -----------

Ladies and Gentlemen:

            In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we have
such knowledge and experience in financial and business matters that we are
capable of evaluating the merits and risks of investments in the Certificates,
(c) we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) either we are not an employee benefit plan that
is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or a plan or arrangement that is subject to Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), or a plan subject to
any Federal, state or local law materially similar to the foregoing provisions
of ERISA or the Code, nor are we acting on behalf of any such plan or
arrangement nor using the assets of any such plan or arrangement to effect such
acquisition, or, with respect to a Class B-4 or Class X Certificate, the
purchaser is an insurance company that is purchasing this certificate with funds
contained in an "insurance company general account" (as such term is defined in
Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and
that the purchase and holding of such Certificates are covered under Sections I
and III of PTCE 95-60, (e) we have not, nor has anyone acting on our behalf
offered, transferred, pledged, sold or otherwise disposed of the Certificates,
any interest in the Certificates or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or

                                      I-1
<PAGE>

require registration pursuant thereto, nor will act, nor has authorized or will
authorize any person to act, in such manner with respect to the Certificates,
and (f) we are a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are aware
that the sale to us is being made in reliance on Rule 144A. We are acquiring the
Certificates for our own account or for resale pursuant to Rule 144A and
further, we understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.

                                      I-2
<PAGE>

                                                            ANNEX 1 TO EXHIBIT I
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

            2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A"), because (i) the Buyer owned
and/or invested on a discretionary basis $____________(1) in securities (except
for the excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A
and (ii) the Buyer satisfies the criteria in the category marked below.

            ____  Corporation, etc. The Buyer is a corporation (other than a
                  bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or
                  charitable organization described in Section 501(c)(3) of the
                  Internal Revenue Code of 1986, as amended.

            ____  Bank. The Buyer (a) is a national bank or banking institution
                  organized under the laws of any State, territory or the
                  District of Columbia, the business of which is substantially
                  confined to banking and is supervised by the State or
                  territorial banking commission or similar official or is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth of at least $25,000,000 as demonstrated in its
                  latest annual financial statements, a copy of which is
                  attached hereto.

            ____  Savings and Loan. The Buyer (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

            ____  Broker-dealer. The Buyer is a dealer registered pursuant to
                  Section 15 of the Securities Exchange Act of 1934.


--------

(1) Buyer must own and/or invest on a discretionary basis at least $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.

                                      I-3
<PAGE>

            ____  Insurance Company. The Buyer is an insurance company whose
                  primary and predominant business activity is the writing of
                  insurance or the reinsuring of risks underwritten by insurance
                  companies and which is subject to supervision by the insurance
                  commissioner or a similar official or agency of a State,
                  territory or the District of Columbia.

            ____  State or Local Plan. The Buyer is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

            ____  ERISA Plan. The Buyer is an employee benefit plan within the
                  meaning of Title I of the Employee Retirement Income Security
                  Act of 1974.

            ____  Investment Advisor. The Buyer is an investment advisor
                  registered under the Investment Advisors Act of 1940.

            ____  Small Business Investment Company. Buyer is a small business
                  investment company licensed by the U.S. Small Business
                  Administration under Section 301(c) or (d) of the Small
                  Business Investment Act of 1958.

            ____  Business Development Company. Buyer is a business development
                  company as defined in Section 202(a)(22) of the Investment
                  Advisors Act of 1940.

            3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

            4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

                                      I-4
<PAGE>

            5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

            6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.

                                       _______________________________________
                                       Print Name of Transferor

                                       By:____________________________________
                                          Name:
                                          Title:

                                       Date:__________________________________



                                      I-5
<PAGE>

                                                            ANNEX 2 TO EXHIBIT I

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

      The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

            1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A"), because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

            2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

            ____  The Buyer owned $____________ in securities (other than the
                  excluded securities referred to below) as of the end of the
                  Buyer's most recent fiscal year (such amount being calculated
                  in accordance with Rule 144A).

            ____  The Buyer is part of a Family of Investment Companies which
                  owned in the aggregate $________ in securities (other than the
                  excluded securities referred to below) as of the end of the
                  Buyer's most recent fiscal year (such amount being calculated
                  in accordance with Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,

                                      I-6
<PAGE>

(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.

            5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

            6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.

                                       _______________________________________
                                       Print Name of Transferor

                                       By:____________________________________
                                          Name:
                                          Title:

                                       IF AN ADVISER:

                                       _______________________________________
                                       Print Name of Buyer

                                       Date:__________________________________


                                      I-7
<PAGE>

                                    EXHIBIT J

                           FORM OF REQUEST FOR RELEASE

                                  (for Trustee)

To:   [Address]

      Re:

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

Mortgagor's Name, Address & Zip Code:
-------------------------------------

Mortgage Loan Number:
---------------------

Reason for Requesting Documents (check one)
-------------------------------------------

____1.      Mortgage Loan Paid in Full. (The Company hereby certifies that all
            amounts received in connection therewith have been credited to the
            Collection Account as provided in the Pooling and Servicing
            Agreement.)

____2.      Mortgage Loan Repurchase Pursuant to Section 2.03 of the Pooling and
            Servicing Agreement. (The Company hereby certifies that the
            repurchase price has been credited to the Collection Account as
            provided in the Pooling and Servicing Agreement.)

____3.      Mortgage Loan Liquidated by _________________. (The Company hereby
            certifies that all proceeds of foreclosure, insurance, condemnation
            or other liquidation have been finally received and credited to the
            Collection Account pursuant to the Pooling and Servicing Agreement.)

____4.      Mortgage Loan in Foreclosure.

____5.      Other (explain).

If box 1, 2 or 3 above is checked, and if all or part of the Custodial File was
previously released to us, please release to us our previous request and receipt
on file with you, as well as any additional documents in your possession
relating to the specified Mortgage Loan. If Box 4 or 5 above is checked, upon
our return of all of the above documents to you as the Trustee, please
acknowledge your receipt by signing in the space indicated below, and returning
this form, if requested.

                                      J-1
<PAGE>

Address to which Trustee should
Deliver the Trustee's Mortgage File:    ________________________________________
                                        ________________________________________
                                        ________________________________________


                                        By:____________________________________
                                                  (authorized signer)

                                        Issuer:________________________________
                                        Address:_______________________________
                                                _______________________________

                                        Date:__________________________________

Trustee
-------

Acknowledged receipt by:

[_______], as Trustee

By:________________________________________
   Name:
   Title:
   Date

                                      J-2
<PAGE>

                                    EXHIBIT K

                         CONTENTS OF EACH MORTGAGE FILE

            With respect to each Mortgage Loan, the Mortgage File shall include
each of the following items, which shall be available for inspection by the
Purchaser and which shall be retained by the Servicer or delivered to and
retained by the Trustee, as applicable:

      (a)   the original Mortgage Note bearing all intervening endorsements,
            endorsed "Pay to the order of _____________, without recourse" and
            signed in the name of the last endorsee. To the extent that there is
            no room on the face of the Mortgage Notes for endorsements, the
            endorsement may be contained on an allonge, if state law so allows
            and the Trustee is so advised by the Depositor that state law so
            allows.

      (b)   The original of any guaranty executed in connection with the
            Mortgage Note.

      (c)   the original Mortgage with evidence of recording thereon. If in
            connection with any Mortgage Loan, [_______] cannot deliver or cause
            to be delivered the original Mortgage with evidence of recording
            thereon on or prior to the Closing Date because of a delay caused by
            the public recording office where such Mortgage has been delivered
            for recordation or because such Mortgage has been lost or because
            such public recording office retains the original recorded Mortgage,
            [_______] shall deliver or cause to be delivered to the Trustee, a
            photocopy of such Mortgage, together with (i) in the case of a delay
            caused by the public recording office, an Officer's Certificate of
            [_______] (or certified by the title company, escrow agent, or
            closing attorney) stating that such Mortgage has been dispatched to
            the appropriate public recording office for recordation and that the
            original recorded Mortgage or a copy of such Mortgage certified by
            such public recording office to be a true and complete copy of the
            original recorded Mortgage will be promptly delivered to the Trustee
            upon receipt thereof by [_______]; or (ii) in the case of a Mortgage
            where a public recording office retains the original recorded
            Mortgage or in the case where a Mortgage is lost after recordation
            in a public recording office, a copy of such Mortgage certified by
            such public recording office to be a true and complete copy of the
            original recorded Mortgage.

      (d)   The originals of all assumption, modification, consolidation or
            extension agreements, with evidence of recording thereon or a
            certified true copy of such agreement submitted for recording.

      (e)   Except with respect to each MERS Designated Mortgage Loan, the
            original Assignment of Mortgage for each Mortgage Loan endorsed in
            blank.

      (f)   Originals of all intervening Assignments of Mortgage (if any)
            evidencing a complete chain of assignment from the applicable
            originator (or MERS with respect to each MERS Designated Mortgage
            Loan) to the last endorsee with

                                      K-1
<PAGE>

            evidence of recording thereon or a certified true copy of such
            intervening Assignments of Mortgage submitted for recording, or if
            any such intervening assignment has not been returned from the
            applicable recording office or has been lost or if such public
            recording office retains the original recorded Assignments of
            Mortgage, the applicable originator shall deliver or cause to be
            delivered to the Trustee, a photocopy of such intervening
            assignment, together with (i) in the case of a delay caused by the
            public recording office, an Officer's Certificate of the applicable
            originator or a certificate from an escrow company, a title company
            or a closing attorney stating that such intervening Assignment of
            Mortgage has been dispatched to the appropriate public recording
            office for recordation and that such original recorded intervening
            Assignment of Mortgage or a copy of such intervening Assignment of
            Mortgage certified by the appropriate public recording office to be
            a true and complete copy of the original recorded intervening
            Assignment of Mortgage will be promptly delivered to the Trustee
            upon receipt thereof by the applicable originator; or (ii) in the
            case of an intervening assignment where a public recording office
            retains the original recorded intervening assignment or in the case
            where an intervening assignment is lost after recordation in a
            public recording office, a copy of such intervening assignment
            certified by such public recording office to be a true and complete
            copy of the original recorded intervening assignment.

      (g)   The original mortgagee title insurance policy or attorney's opinion
            of title and abstract of title or, in the event such original title
            policy is unavailable, a certified true copy of the related policy
            binder or commitment for title certified to be true and complete by
            the title insurance company.

      (h)   The original of any security agreement, chattel mortgage or
            equivalent document executed in connection with the Mortgage (if
            provided).

      (i)   Residential loan application.

      (j)   Mortgage Loan closing statement.

      (k)   Verification of employment and income, if applicable.

      (l)   Verification of acceptable evidence of source and amount of down
            payment.

      (m)   Credit report on Mortgagor.

      (n)   Residential appraisal report.

      (o)   Photograph of the Mortgaged Property.

      (p)   Survey of the Mortgaged Property.

      (q)   Copy of each instrument necessary to complete identification of any
            exception set forth in the exception schedule in the title policy,
            i.e., map or plat, restrictions, easements, sewer agreements, home
            association declarations, etc.

                                      K-2
<PAGE>

      (r)   All required disclosure statements.

      (s)   If required in an appraisal, termite report, structural engineer's
            report, water potability and septic certification.

      (t)   Sales contract, if applicable.

      (u)   Original powers of attorney, if applicable, with evidence of
            recording thereon, if required.

            Evidence of payment of taxes and insurance, insurance claim files,
correspondence, current and historical computerized data files (which include
records of tax receipts and payment history from the date of origination), and
all other processing, underwriting and closing papers and records which are
customarily contained in a mortgage loan file and which are required to document
the mortgage loan or to service the mortgage loan.


                                      K-3
<PAGE>

                                    EXHIBIT L




































                                   [Reserved]



                                      L-1
<PAGE>

                                    EXHIBIT M

               FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K

      Re:   GSAMP Trust 200[_]-[___] (the "Trust") Mortgage Pass-Through
            Certificates, Series 200[_]-[___], issued pursuant to the Pooling
            and Servicing Agreement, dated as of [_____], 200[_] (the "Pooling
            and Servicing Agreement"), among GS Mortgage Securities Corp., as
            depositor (the "Depositor"), [_______], as servicer ("[_______]"),
            [_______], as Responsible Party and [_______], as trustee (the
            "Trustee")

I, [identify the certifying individual], certify that:

1.    I have reviewed this annual report on Form 10-K ("Annual Report"), and all
      reports on Form 8-K containing distribution reports (collectively with
      this Annual Report, the "Reports") filed in respect of periods included in
      the year covered by this Annual Report, of the Trust;

2.    Based on my knowledge, the information in the Reports, taken as a whole,
      does not contain any untrue statement of a material fact or omit to state
      a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading as of
      the last day of the period covered by this Annual Report;

3.    Based on my knowledge, the distribution or servicing information required
      to be provided to the Trustee by the Servicer under the Pooling and
      Servicing Agreement for inclusion in the Reports is included in the
      Reports;

4.    Based on my knowledge and upon the annual compliance statement included in
      this Annual Report and required to be delivered to the Trustee in
      accordance with the terms of the Pooling and Servicing Agreement, and
      except as disclosed in the Reports, the Servicer has fulfilled its
      obligations under the Pooling and Servicing Agreement; and

5.    The Reports disclose all significant deficiencies relating to the
      Servicer's compliance with the minimum servicing standards based upon the
      report provided by an independent public accountant, after conducting a
      review in compliance with the Uniform Single Attestation Program for
      Mortgage Bankers or similar procedure, as set forth in the Pooling and
      Servicing Agreement, that is included in the Reports.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: the Trustee and [_______].

Date: _________________________

_______________________________
[Signature]
[Title]

                                      M-1
<PAGE>

                                    EXHIBIT N

            FORM OF TRUSTEE CERTIFICATION TO BE PROVIDED TO DEPOSITOR

      Re:   GSAMP Trust 200[_]-[___] (the "Trust") Mortgage Pass-Through
            Certificates, Series 200[_]-[___], issued pursuant to the Pooling
            and Servicing Agreement, dated as of [_____], 200[_] (the "Pooling
            and Servicing Agreement"), among GS Mortgage Securities Corp., as
            depositor (the "Depositor"), [_______], as servicer ("[_______]"),
            [_______], as Responsible Party and [_______], as trustee (the
            "Trustee")

      I, [identify the certifying individual], a [title] of [_______] certify to
      the Depositor and its officers, directors and affiliates, and with the
      knowledge and intent that they will rely upon this certification, that:

1.    I have reviewed the annual report on Form 10-K (the "Annual Report") for
      the fiscal year [___], and all reports on Form 8-K containing distribution
      reports filed in respect of periods included in the year covered by the
      Annual Report (collectively with the Annual Report, the "Reports"), of the
      Trust;

2.    Based on my knowledge, the information in the Reports, taken as a whole,
      does not contain any untrue statement of a material fact or omit to state
      a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading as of
      the last day of the period covered by the Annual Report; and

3.    Based on my knowledge, the distribution or servicing information required
      to be provided to the Trustee by the Servicer under the Pooling and
      Servicing Agreement for inclusion in the Reports is included in the
      Reports.

Date: _________________________

[_______]

By: _______________________________
Name: _______________________________
Title: _______________________________



                                      N-1

<PAGE>

                                    EXHIBIT O

           FORM OF SERVICER CERTIFICATION TO BE PROVIDED TO DEPOSITOR

      Re:   GSAMP Trust 200[_]-[___] (the "Trust") Mortgage Pass-Through
            Certificates, Series 200[_]-[___], issued pursuant to the Pooling
            and Servicing Agreement, dated as of [_____], 200[_] (the "Pooling
            and Servicing Agreement"), among GS Mortgage Securities Corp., as
            depositor (the "Depositor"), [_______], as servicer ("[_______]"),
            [_______], as Responsible Party and [_______], as trustee (the
            "Trustee")

            [_______], certifies to the Depositor and the Trustee, and their
            respective officers, directors and affiliates, and with the
            knowledge and intent that they will rely upon this certification,
            that:

      1.    Based on our knowledge, the information prepared by [_______] and
            relating to the mortgage loans serviced by [_______] pursuant to the
            Pooling and Servicing Agreement and provided by [_______] to the
            Trustee in its reports to the Trustee is accurate and complete in
            all material respects as of the last day of the period covered by
            such report;

      2.    Based on our knowledge, the servicing information required to be
            provided to the Trustee by [_______] pursuant to the Pooling and
            Servicing Agreement has been provided to the Trustee;

      3.    Based upon the review required under the Pooling and Servicing
            Agreement, and except as disclosed in its annual compliance
            statement required to be delivered pursuant to the Pooling and
            Servicing Agreement, [_______] as of the last day of the period
            covered by such annual compliance statement has fulfilled its
            obligations under the Pooling and Servicing Agreement; and

      4.    [_______] has disclosed to its independent auditor, who issues the
            independent auditor's report on the Uniform Single Attestation
            Program for Mortgage Bankers for [_______], any significant
            deficiencies relating to [_______]'s compliance with minimum
            servicing standards.

[_______]

Date: _________________________

_______________________________
[Signature]
[Title]