EXHIBIT 10.1

                      FORM OF MASTER SERVICING AGREEMENT




                         MASTER SERVICING AGREEMENT

                                   among

                           [ ] TRUST 200[ ]-[ ],
                                  Issuer,

                       GS MORTGAGE SECURITIES CORP.,
                         Initial Beneficial Holder,

                                    and

                                    [ ],

                              Master Servicer



                          Dated as of [ ], 200[ ]



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                             TABLE OF CONTENTS

                                                                                                       PAGE

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ARTICLE I                DEFINITIONS.....................................................................1

   SECTION 1.1.          Definitions.....................................................................1
   SECTION 1.2.          Other Definitional Provisions..................................................18
   SECTION 1.3.          Interest Calculations..........................................................18

ARTICLE II               CONVEYANCE OF MORTGAGE LOANS...................................................19

   SECTION 2.1.          Conveyance of Mortgage Loans...................................................19
   SECTION 2.2.          Acceptance by Trustee..........................................................20
   SECTION 2.3.          Representations And Warranties Of The Initial
                           Beneficial Holder Regarding The Mortgage Loans...............................21
   SECTION 2.4.          Substitution Of Mortgage Loans.................................................21

ARTICLE III              ADMINISTRATION AND SERVICING OF MORTGAGE  LOANS................................22

   SECTION 3.1.          Duties of Master Servicer......................................................22
   SECTION 3.2.          Collection and Allocation of Mortgage Loan Payments............................23
   SECTION 3.3.          Withdrawals from Each Collection Account.......................................24
   SECTION 3.4.          Maintenance of Hazard Insurance; Property Protection Expenses..................25
   SECTION 3.5.          Maintenance of Mortgage Impairment Insurance Policy............................25
   SECTION 3.6.          Fidelity Bond..................................................................26
   SECTION 3.7.          Management and Realization Upon Defaulted Mortgage Loans.......................26
   SECTION 3.8.          Trustee to Cooperate...........................................................27
   SECTION 3.9.          Servicing Fee..................................................................28
   SECTION 3.10.         Master Servicer's Certificate..................................................28
   SECTION 3.11.         Annual Statement as to Compliance; Notice of Default...........................28
   SECTION 3.12.         Annual Independent Certified Public Accountants' Report........................29
   SECTION 3.13.         Access to Certain Documentation and Information Regarding Mortgage Loans.......29
   SECTION 3.14.         Master Servicer Expenses.......................................................29
   SECTION 3.15.         Advances by the Master Servicer................................................30
   SECTION 3.16.         Superior Liens.................................................................30
   SECTION 3.17.         Payment of Taxes, Insurance and Other Charges..................................31
   SECTION 3.18.         Appointment of Sub-Servicer....................................................31

   ARTICLE IV            DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO  CERTIFICATEHOLDERS
                         AND NOTEHOLDERS................................................................31

   SECTION 4.1.          Establishment of Trust Accounts................................................31
   SECTION 4.2.          Application of Collections.....................................................33
   SECTION 4.3.          Additional Deposits............................................................33
   SECTION 4.4.          Distributions..................................................................34
   SECTION 4.5.          Reserve Account................................................................35
   SECTION 4.6.          Statements to Certificateholders and Noteholders...............................35
   SECTION 4.7.          Net Deposits...................................................................36

ARTICLE V                THE INITIAL BENEFICIAL HOLDER..................................................36

   SECTION 5.1.          Representations of Initial Beneficial Holder...................................36
   SECTION 5.2.          Liability of Initial Beneficial Holder; Indemnities............................37
   SECTION 5.3.          Initial Beneficial Holder May Own Certificates or Notes........................38

ARTICLE VI               THE MASTER SERVICER............................................................38

   SECTION 6.1.          Representations of Master Servicer.............................................38
   SECTION 6.2.          Indemnities of Master Servicer.................................................40
   SECTION 6.3.          Merger or Consolidation of, or Assumption of the
                           Obligations of, Master Servicer..............................................40
   SECTION 6.4.          Limitation on Liability of Master Servicer and Others..........................41
   SECTION 6.5.          [                               ] Not to Resign as Master Servicer.............41

ARTICLE VII              DEFAULT........................................................................42

   SECTION 7.1.          Servicer Default...............................................................42
   SECTION 7.2.          Appointment of Successor.......................................................43
   SECTION 7.3.          Payment of Servicing Fee.......................................................44
   SECTION 7.4.          Notification to Noteholders and Certificateholders.............................44
   SECTION 7.5.          Waiver of Past Defaults........................................................44

ARTICLE VIII             TERMINATION....................................................................44

   SECTION 8.1.          Optional Purchase of All Mortgage Loans........................................44

ARTICLE IX               ADMINISTRATIVE DUTIES OF THE MASTER SERVICER...................................45

   SECTION 9.1.          Administrative Duties..........................................................45
   SECTION 9.2.          Records........................................................................48
   SECTION 9.3.          Additional Information to Be Furnished to The Issuer...........................48

ARTICLE X                MISCELLANEOUS PROVISIONS.......................................................48

   SECTION 10.1.         Amendment......................................................................48
   SECTION 10.2.         Protection of Title to Trust...................................................49
   SECTION 10.3.         Notices........................................................................51
   SECTION 10.4.         Assignment.....................................................................51
   SECTION 10.5.         Limitations on Rights of Others................................................51
   SECTION 10.6.         Severability...................................................................51
   SECTION 10.7.         Separate Counterparts..........................................................51
   SECTION 10.8.         Headings.......................................................................51
   SECTION 10.9.         Governing Law..................................................................51
   SECTION 10.10.        Assignment to Trustee..........................................................52
   SECTION 10.11.        Nonpetition Covenant...........................................................52
   SECTION 10.12.        Limitation of Liability of Owner Trustee and Trustee...........................52
   SECTION 10.13.        Independence of the Master Servicer............................................52
   SECTION 10.14.        No Joint Venture...............................................................53

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                  MASTER SERVICING AGREEMENT dated as of  [             ],
200[ ], among [                                   ] TRUST 200[ ]-[ ], a
Delaware business trust (the "Issuer"), and GS MORTGAGE SECURITIES CORP., as
Initial Beneficial Holder (the "Initial Beneficial Holder" or "IBH"), and
[                            ] as Master Servicer (the "Master Servicer").

                  WHEREAS, The Issuer desires to purchase a portfolio of
mortgage loans from the Initial Beneficial Holder; and

                  WHEREAS, the Master Servicer is willing to service such
mortgage loans.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto agree as follows:

                                 ARTICLE I

                                DEFINITIONS

                  SECTION 1.1. Definitions. Whenever used in this
Agreement, the following words and phrases shall have the following
meanings:

                  Aggregate Net Losses means with respect to a Due Period,
the aggregate principal balance of all Mortgage Loans newly designated
during such Due Period as Liquidated Mortgage Loans minus Liquidation
Proceeds collected during such Due Period with respect to all Liquidated
Mortgage Loans.

                  Agreement means this Master Servicing Agreement, as the
same may be amended and supplemented from time to time.

                  Assignment of Mortgage means, with respect to any
Mortgage, an assignment, notice of transfer or equivalent instrument, in
recordable form, sufficient under the laws of the jurisdiction in which the
related Mortgaged Property is located to reflect the sale of the Mortgage
to the Issuer, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
the Mortgage Loans secured by Mortgaged Properties located in the same
jurisdiction.

                  Available Principal means, with respect to any
Distribution Date, the sum of the following amounts without duplication:
(a) that portion of all collections on the Mortgage Loans allocable to
principal in respect of the preceding Due Period; (b) Liquidation Proceeds
attributable to the principal amount of Mortgage Loans which became
Liquidated Mortgage Loans during the preceding Due Period in accordance
with the Master Servicer's customary servicing procedures; and (c) to the
extent attributable to principal, the Purchase Price of each Mortgage Loan
repurchased by the Initial Beneficial Holder or purchased by the Master
Servicer during the preceding Due Period; provided, however, that in
calculating the Available Principal, all payments and proceeds (including
Liquidation Proceeds) of any Mortgage Loans repurchased by the Initial
Beneficial Holder or purchased by the Master Servicer the Purchase Price of
which has been included in the Available Principal in a prior Due Period
shall be excluded.

                  Basic Documents means this Agreement, the Certificate of
Trust, the Trust Agreement, the Indenture, the Depository Agreements and
other documents and certificates delivered in connection therewith.

                  Business Day means any day other than a Saturday or a
Sunday or a day on which banking institutions in New York, New York or
[Wilmington, Delaware] are authorized or obligated by law, regulation or
executive order to remain closed.

                  Certificate means a Trust Certificate (as defined in the
Trust Agreement).

                  Certificate Balance equals, initially, $[ ] and,
thereafter, equals the initial Certificate Balance, reduced by all amounts
allocable to principal previously distributed to Certificateholders.

                  Certificate Distribution Account has the meaning assigned
to such term in the Trust Agreement.

                  Certificate Rate means [         ]% per annum.

                  Certificateholder has the meaning assigned to such term
in the Trust Agreement.

                  Certificateholders' Distributable Amount means, with
respect to any Distribution Date, the sum of the Certificateholders'
Interest Distributable Amount and the Certificateholders' Principal
Distributable Amount.

                  Certificateholders' Interest Carryover Shortfall means,
with respect to any Distribution Date, the excess of the
Certificateholders' Monthly Interest Distributable Amount for the preceding
Distribution Date and any outstanding Certificateholders' Interest
Carryover Shortfall on such preceding Distribution Date, over the amount in
respect of interest at the Certificate Rate that is actually deposited in
the Certificate Distribution Account on such preceding Distribution Date,
plus interest on such excess, to the extent permitted by law, at the
Certificate Rate from and including such preceding Distribution Date to but
excluding the current Distribution Date.

                  Certificateholders' Interest Distributable Amount means,
with respect to any Distribution Date, the sum of the Certificateholders'
Monthly Interest Distributable Amount for such Distribution Date and the
Certificateholders' Interest Carryover Shortfall for such Distribution
Date.

                  Certificateholders' Monthly Interest Distributable Amount
means, with respect to any Distribution Date, thirty (30) days of interest
(or, in the case of the first Distribution Date, interest accrued from and
including the Closing Date to but excluding such Distribution Date) at the
Certificate Rate on the Certificate Balance on the immediately preceding
Distribution Date, after giving effect to all payments of principal to the
Certificateholders on or prior to such Distribution Date (or, in the case
of the first Distribution Date, the Certificate Balance on the Closing
Date).

                  Certificateholders' Monthly Principal Distributable
Amount means, with respect to any Distribution Date, the
Certificateholders' Percentage of the Principal Distribution Amount or,
with respect to any Distribution Date on or after the Distribution Date on
which the outstanding principal balance of the Class [ ] Notes is reduced
to zero, [ ]% of the Principal Distribution Amount (less any amount
required on the first such Distribution Date to reduce the outstanding
principal balance of the Class [ ] Notes to zero, which shall be deposited
into the Note Distribution Account).

                  Certificateholders' Percentage means 100% minus the
Noteholders' Percentage.

                  Certificateholders' Principal Carryover Shortfall means,
as of the close of any Distribution Date, the excess of the
Certificateholders' Monthly Principal Distributable Amount and any
outstanding Certificateholders' Principal Carryover Shortfall from the
preceding Distribution Date, over the amount in respect of principal that
is actually deposited in the Certificate Distribution Account on such
current Distribution Date.

                  Certificateholders' Principal Distributable Amount means,
with respect to any Distribution Date, the sum of the Certificateholders'
Monthly Principal Distributable Amount for such Distribution Date and the
Certificateholders' Principal Carryover Shortfall as of the close of the
preceding Distribution Date; provided, however, that the
Certificateholders' Principal Distributable Amount shall not exceed the
Certificate Balance. In addition, on the Certificate Final Scheduled
Distribution Date, the principal required to be distributed to
Certificateholders will include the lesser of (a) any payments of principal
due and remaining unpaid on each Mortgage Loan in the Trust as of [ ], 200[
] and (b) the portion of the amount that is necessary (after giving effect
to the other amounts to be deposited in the Certificate Distribution
Account on such Distribution Date and allocable to principal) to reduce the
Certificate Balance to zero, in either case after giving effect to any
required distribution of the Noteholders' Principal Distributable Amount to
the Note Distribution Account. In addition, on any Distribution Date on
which, after giving effect to all distributions to the Master Servicer, the
Noteholders and the Certificateholders on such Distribution Date, (i) the
outstanding principal balance of the Notes is zero and (ii) the amount on
deposit in the Reserve Account is equal to or greater than the Certificate
Balance, Certificateholders' Principal Distributable Amount shall include
an amount equal to such Certificate Balance.

                  Charge-off Rate means, with respect to a Due Period, the
Aggregate Net Losses with respect to the Mortgage Loans expressed, on an
annualized basis, as a percentage of the average of: (x) the Pool Balance
on the last day of the immediately preceding Due Period; and (y) the Pool
Balance on the last day in such Due Period.

                  Civil Relief Act means the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended.

                  Closing Date means [                     ], 200[ ].

                  Collection Account means the account designated as such,
established and maintained pursuant to Section 3.2(c) below.

                  Cut-off Date means [                      ], 200[ ].

                  Cut-off Date Principal Balance means with respect to any
Mortgage Loan, the unpaid principal balance thereof as of the Cut-Off Date
(or as of the applicable date of substitution with respect to an Eligible
Substitute Mortgage Loan pursuant to either Section 2.2 or Section 2.3
below).

                  Debt Service Reduction means with respect to any Mortgage
Loan, a reduction by a court of competent jurisdiction of the Monthly
Payment due on such Mortgage Loan.

                  Defective Mortgage Loan means any Mortgage Loan subject
to repurchase or substitution pursuant to either Section 2.2 or Section 2.3
below.

                  Delinquency Percentage means, with respect to a Due
Period, the ratio of: (a) the outstanding principal balance of all
outstanding Mortgage Loans 60 days or more delinquent (which amount shall
include Mortgage Loans in respect of Mortgaged Properties that have been
repossessed but not yet sold or otherwise liquidated) as of the last day of
such Due Period, determined in accordance with the Master Servicer's normal
practices, divided by (b) the outstanding principal balance of all Mortgage
Loans on the last day of such Due Period.

                  Delivery when used with respect to Trust Account Property
means:

                  (a) with respect to bankers' acceptances, commercial
paper, negotiable certificates of deposit and other obligations that
constitute "instruments" within the meaning of Section 9.105(1)(i) of the
UCC and are susceptible of physical delivery, transfer thereof to the
Trustee or its nominee or custodian by physical delivery to the Trustee or
its nominee or custodian endorsed to, or registered in the name of, the
Trustee or its nominee or custodian or endorsed in blank, and, with respect
to a certificated security (as defined in Section 8-102 of the UCC)
transfer thereof (i) by delivery of such certificated security endorsed to,
or registered in the name of, the Trustee or its nominee or custodian or
endorsed in blank to a financial intermediary (as defined in Section 8-313
of the UCC) and the making by such financial intermediary of entries on its
books and records identifying such certificated securities as belonging to
the Trustee or its nominee or custodian and the sending by such financial
intermediary of a confirmation of the purchase of such certificated
security by the Trustee or its nominee or custodian, or (ii) by delivery
thereof to a "clearing corporation" (as defined in Section 8-102(3) of the
UCC) and the making by such clearing corporation of appropriate entries on
its books reducing the appropriate securities account of the transferor and
increasing the appropriate securities account of a financial intermediary
by the amount of such certificated security, the identification by the
clearing corporation of the certificated securities for the sole and
exclusive account of the financial intermediary, the maintenance of such
certificated securities by such clearing corporation or a "custodian bank"
(as defined in Section 8-102(4) of the UCC) or the nominee of either
subject to the clearing corporation's exclusive control, the sending of a
confirmation by the financial intermediary of the purchase by the Trustee
or its nominee or custodian of such securities and the making by such
financial intermediary of entries on its books and records identifying such
certificated securities as belonging to the Trustee or its nominee or
custodian (all of the foregoing, Physical Property), and, in any event, any
such Physical Property in registered form shall be in the name of the
Trustee or its nominee or custodian; and such additional or alternative
procedures as may hereafter become appropriate to effect the complete
transfer of ownership of any such Trust Account Property to the Trustee or
its nominee or custodian, consistent with changes in applicable law or
regulations or the interpretation thereof;

                  (b) with respect to any securities issued by the U.S.
Treasury, Freddie Mac or Fannie Mae that is a book-entry security held
through the Federal Reserve System pursuant to federal book-entry
regulations, the following procedures, all in accordance with applicable
law, including applicable federal regulations and Articles 8 and 9 of the
UCC: book-entry registration of such Trust Account Property to an
appropriate book-entry account maintained with a Federal Reserve Bank by a
financial intermediary which is also a "depository" pursuant to applicable
federal regulations and issuance by such financial intermediary of a
deposit advice or other written confirmation of such book-entry
registration to the Trustee or its nominee or custodian of the purchase by
the Trustee or its nominee or custodian of such book-entry securities; the
making by such financial intermediary of entries in its books and records
identifying such book-entry security held through the Federal Reserve
System pursuant to federal book-entry regulations as belonging to the
Trustee or its nominee or custodian and indicating that such custodian
holds such Trust Account Property solely as agent for the Trustee or its
nominee or custodian; and such additional or alternative procedures as may
hereafter become appropriate to effect complete transfer of ownership of
any such Trust Account Property to the Trustee or its nominee or custodian,
consistent with changes in applicable law or regulations or the
interpretation thereof; and

                  (c) with respect to any item of Trust Account Property
that is an uncertificated security under Article 8 of the UCC and that is
not governed by clause (b) above, registration on the books and records of
the issuer thereof in the name of the financial intermediary, the sending
of a confirmation by the financial intermediary of the purchase by the
Trustee or its nominee or custodian of such uncertificated security, the
making by such financial intermediary of entries on its books and records
identifying such uncertificated certificates as belonging to the Trustee or
its nominee or custodian.

                  Depository Agreements mean the Certificate Depository
Agreement and the Note Depository Agreement.

                  Determination Date means, with respect to any
Distribution Date, the [   ] Business Day prior to each Distribution Date.

                  Distribution Date means, with respect to each Due Period,
the [ ] day of the following month, or if such day is not a Business Day,
the immediately following Business Day, commencing on [ ], 200[ ].

                  Due Period means a calendar month, except with respect to
the first Due Period, which shall be the period from the Cut-off Date to [
], 200[ ]. Any amount stated "as of the close of business on the last day
of a Due Period" shall give effect to the following calculations as
determined as of the end of the day on such last day: (1) all applications
of collections and (2) all distributions to be made on the immediately
following Distribution Date.

                  Eligible Deposit Account means either (a) a segregated
account with an Eligible Institution or (b) a segregated trust account with
the corporate trust department of a depository institution (other than the
Initial Beneficial Holder or any affiliate of the Initial Beneficial
Holder) organized under the laws of the United States of America or any one
of the states thereof or the District of Columbia (or any domestic branch
of a foreign bank), having corporate trust powers and acting as trustee for
funds deposited in such account, so long as any of the securities of such
depository institution have a credit rating from each Rating Agency in one
of its generic rating categories which signifies investment grade.

                  Eligible Institution means a depository institution
(other than the Initial Beneficial Holder or any affiliate of the Initial
Beneficial Holder) organized under the laws of the United States of America
or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), which has (i) either a long-term senior
unsecured debt rating of [ ] or a short-term senior unsecured debt or
certificate of deposit rating of [ ] or better by [ ] and (1) a long-term
senior unsecured debt rating of [ ] or better and (2) a short-term senior
unsecured debt rating of [ ] or better by [ ], or any other long-term,
short-term or certificate of deposit rating acceptable to the Rating
Agencies and (ii) whose deposits are insured by the Federal Deposit
Insurance Corporation. If so qualified, the Owner Trustee or the Trustee
may be considered an Eligible Institution.

                  Eligible Investments mean book-entry securities,
negotiable instruments or securities represented by instruments in bearer
or registered form which evidence:

                  (a) direct obligations of, and obligations fully
guaranteed as to timely payment by, the United States of America;

                  (d) demand deposits, time deposits or certificates of
deposit of any depository institution (including the Initial Beneficial
Holder or any Affiliate of the Initial Beneficial Holder) or trust company
incorporated under the laws of the United States of America or any state
thereof or the District of Columbia (or any domestic branch of a foreign
bank) and subject to supervision and examination by federal or state
banking or depository institution authorities (including depository
receipts issued by any such institution or trust company as custodian with
respect to any obligation referred to in clause (a) above or portion of
such obligation for the benefit of the holders of such depository
receipts); provided, however, that at the time of the investment or
contractual commitment to invest therein (which shall be deemed to be made
again each time funds are reinvested following each Distribution Date), the
commercial paper or other short-term senior unsecured debt obligations
(other than such obligations the rating of which is based on the credit of
a Person other than such depository institution or trust company) of such
depository institution or trust company shall have a credit rating from [ ]
of [ ] and from [ ] of [ ];

                  (e) commercial paper (including commercial paper of the
Initial Beneficial Holder or any Affiliate of the Initial Beneficial
Holder) having, at the time of the investment or contractual commitment to
invest therein, a rating from [ ] of [ ] and from [ ] of [ ];

                  (f) investments in money market funds (including funds
for which the Initial Beneficial Holder, the Trustee or the Owner Trustee
or any of their respective Affiliates is investment manager or advisor)
having a rating from [ ] of [ ] and from [ ] of [ ];

                  (g) bankers' acceptances issued by any depository
institution or trust company referred to in clause (b) above;

                  (h) repurchase obligations with respect to any security
that is a direct obligation of, or fully guaranteed by, the United States
of America or any agency or instrumentality thereof the obligations of
which are backed by the full faith and credit of the United States of
America, in either case entered into with a depository institution or trust
company (acting as principal) referred to in clause (b) above; and

                  (i) any other investment which would not cause any Rating
Agency to downgrade or withdraw its then current rating of any class of
Notes or the Certificates.

                  Eligible Substitute Mortgage Loan means a Mortgage Loan
substituted by the Initial Beneficial Holder for a Defective Mortgage Loan
which must, on the date of such substitution, (i) have an outstanding
Principal Balance not in excess of and not more than [ ]% less than the
Principal Balance of the Defective Mortgage Loan; (ii) have a current
Mortgage Rate not less than the Mortgage Rate of the Defective Mortgage
Loan and not more than [ ]% in excess of the Mortgage Rate of such
Defective Mortgage Loan; (iii) have a Mortgage of the same or higher level
of lien priority as the Mortgage relating to the Defective Mortgage Loan at
the time such Mortgage was transferred to the Trust; (iv) have a remaining
term to maturity not more than six months earlier and not later than the
remaining term to maturity of the Defective Mortgage Loan; (v) comply with
each representation and warranty set forth in Section 2.3 (deemed to be
made as of the date of substitution); and (vi) have an original
Loan-to-Value Ratio not greater than that of the Defective Mortgage Loan.

                  Fannie Mae means Federal National Mortgage Association or
any successor thereto.

                  Final Scheduled Distribution Date means with respect to
[List All Classes of Notes] and their Respective Final Scheduled
Distribution Dates.

                  Final Scheduled Maturity Date means [        ], 20[   ].

                  First Lien means, with respect to any Mortgage Loan which
is a second priority lien, the mortgage loan relating to the corresponding
Mortgaged Property having a first priority lien.

                  Foreclosure Profits means, with respect to a Liquidated
Mortgage Loan, the amount, if any, by which (i) the aggregate of the
related Net Liquidation Proceeds exceeds (ii) the related Principal Balance
(plus accrued and unpaid interest thereon at the applicable Mortgage Rate
from the date interest was last paid through the date of receipt of the
final Liquidation Proceeds) of such Liquidated Mortgage Loan immediately
prior to the final recovery of its Liquidation Proceeds.

                  Freddie Mac means Freddie Mac (formerly Federal Home Loan
Mortgage Corporation) or any successor thereto.

                  Indenture means the Indenture dated as of [      ], 200[  ],
between the Issuer and the Trustee, as the same may be amended and
supplemented from time to time.

                  Initial Beneficial Holder or IBH means GS Mortgage
Securities Corp., as the initial beneficial holder of the Mortgage Loans
and seller of the Mortgage Loans to the Trust, and each successor GS
Mortgage Securities Corp. (in the same capacity) to the extent permitted
hereunder.

                  Insolvency Event means, with respect to a specified
Person, (a) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of such Person or any substantial
part of its property in an involuntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver (including any receiver appointed under
the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as
amended), liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or
ordering the winding-up or liquidation of such Person's affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (b) the commencement by such Person of a voluntary
case under any applicable federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or the consent by such Person to
the entry of an order for relief in an involuntary case under any such law,
or the consent by such Person to the appointment of or taking possession by
a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official for such Person or for any substantial part of its
property, or the making by such Person of any general assignment for the
benefit of creditors, or the failure by such Person generally to pay its
debts as such debts become due, or the taking of action by such Person in
furtherance of any of the foregoing.

                  Insurance Proceeds means proceeds paid by any insurer
pursuant to any insurance policy covering a Mortgage Loan, or amounts
required to be paid by the Master Servicer pursuant to Section 3.5, net of
any component thereof (i) covering any expenses incurred by or on behalf of
the Master Servicer in connection with obtaining such proceeds, (ii) that
is applied to the restoration or repair of the related Mortgaged Property,
(iii) released to the Mortgagor in accordance with the Master Servicer's
normal servicing procedures or (iv) required to be paid to any holder of a
mortgage senior to such Mortgage Loan.

                  Interest Distribution Amount means, with respect to any
Distribution Date, the sum of the following amounts without duplication:
(a) that portion of all collections on the Mortgage Loans allocable to
interest in respect of the preceding Due Period; (b) Liquidation Proceeds
attributable to interest on the Mortgage Loans which became Liquidated
Mortgage Loans during the preceding Due Period in accordance with the
Master Servicer's customary servicing procedures; (c) the Purchase Price of
each Mortgage Loan that became a Purchased Mortgage Loan during the
preceding Due Period to the extent attributable to accrued interest on such
Mortgage Loan; (d) Recoveries for such Due Period and (e) Investment
Earnings for such Distribution Date; provided, however, that in calculating
the Interest Distribution Amount, all payments and proceeds (including
Liquidation Proceeds) of any Purchased Mortgage Loans the Purchase Price of
which has been included in the Interest Distribution Amount in a prior Due
Period shall be excluded.

                  Investment Earnings means, with respect to any
Distribution Date, the investment earnings (net of losses and investment
expenses) on amounts on deposit in the Trust Accounts and the Certificate
Distribution Account to be deposited into the Collection Account on such
Distribution Date pursuant to Section 4.1(b).

                  Issuer means [                          ] Trust 200[ ]-[ ].

                  Lien means a security interest, lien, charge, pledge or
encumbrance of any kind, other than tax liens, mechanics' liens and any
liens which attach to the respective Mortgage Loan by operation of law as a
result of any act or omission by the related Mortgagor.

                  Liquidated Mortgage Loan means, as to any Distribution
Date, any Mortgage Loan with respect to which the Master Servicer has
determined, in accordance with the servicing procedures specified herein,
as of the end of the related Due Period that all Liquidation Proceeds which
it expects to recover with respect to the liquidation of the Mortgage Loan
or disposition of the related REO Property have been recovered.

                  Liquidation Proceeds means proceeds (including Insurance
Proceeds) received in connection with the liquidation of any Mortgage Loan
or related REO Property, whether through trustee's sale, foreclosure sale
or otherwise.

                  Loan-to-Value Ratio means the fraction, expressed as a
percentage, the numerator of which is the original principal balance of the
related Mortgage Loan and the denominator of which is the Original Value of
the related Mortgaged Property.

                  Master Servicer means [ ], the Master Servicer of the
Mortgage Loans, and each successor to [ ] (in the same capacity) pursuant
to Section 6.3 or 7.2.

                  Master Servicer's Certificate means an Officers'
Certificate of the Master Servicer delivered pursuant to Section 3.10.

                  Monthly Advance means an advance made by the Master
Servicer pursuant to Section 3.15 hereof.

                  Monthly Payment means the scheduled monthly payment of
principal and/or interest required to be made by a Mortgagor on the related
Mortgage Loan.

                  Mortgage means the mortgage, deed of trust or other
instrument creating a first or second lien on an estate in fee simple
interest in real property securing a Mortgage Loan.

                  Mortgage File means, with respect to any Mortgage Loan,
collectively, the following documents (and any additional documents
required to be added to the Mortgage File pursuant to this Agreement): (i)
The original Mortgage Note, with all prior and intervening endorsements
showing a complete chain of endorsements from the originator of the
Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee,
endorsed by such Person "Pay to the order of, [ ], as Trustee for [ ] Trust
200[ ]-[ ] without recourse" and signed, by facsimile or manual signature,
in the name of the Initial Beneficial Holder by a Responsible Officer; (ii)
any of: (1) the original Mortgage, and related power of attorney, if any,
with evidence of recording thereon, (2) a copy of the Mortgage and related
power of attorney, if any, certified as a true copy of the original
Mortgage or power of attorney by a Responsible Officer of the Initial
Beneficial Holder or by the closing attorney by facsimile or manual
signature, or by an officer of the title insurer or agent of the title
insurer that issued the related title insurance policy if the original has
been transmitted for recording until such time as the original is returned
by the public recording office or (3) a copy of the Mortgage and related
power of attorney, if any, certified by the public recording office; (iii)
the original Assignment of Mortgage in recordable form, to "[ ], as Trustee
for [ ] Trust 200[ ]-[ ]", provided that any such Assignments of Mortgage
may be made by blanket assignments for Mortgage Loans secured by the
Mortgaged Properties in the same county, if permitted by applicable law;
(iv) the original lender's policy of title insurance or a true copy
thereof, or if such original lender's title insurance policy has been lost,
a copy thereof certified by the appropriate title insurer to be true and
complete, or if such lender's title insurance policy has not been issued as
of the Closing Date, a marked up commitment (binder) to issue such policy;
(v) all intervening assignments, if any, showing a complete chain of
assignments from the originator to the Initial Beneficial Holder, including
any recorded warehousing assignments, with evidence of recording thereon,
certified by a Responsible Officer of the Initial Beneficial Holder by
facsimile or manual signature as a true copy of the original of such
intervening assignments; and (vi) originals of all assumption, written
assurance, substitution and modification agreements, if any.

                  Mortgage Loan means a fixed rate mortgage loan identified
in the Mortgage Loan Schedule.

                  Mortgage Loan Schedule means with respect to any date,
the schedule of Mortgage Loans included in the Trust on such date. The
initial schedule of Mortgage Loans as of the Cut-off Date is the schedule
set forth herein as Exhibit A, which schedule sets forth as to each
Mortgage Loan (i) the Cut-Off Date Principal Balance, (ii) the account
number, (iii) the original principal amount, (iv) the Loan-to-Value Ratio
as of the date of the origination of the related Mortgage Loan, (v) the Due
Date, (vi) the Mortgage Rate, (vii) the first date on which a Monthly
Payment is due under the Mortgage Note, (viii) the original stated maturity
date of the Mortgage Note, (ix) the remaining number of months to maturity
as of the Cut-off Date, (x) the state in which the related Mortgaged
Property is situated, (xi) the type of property, and (xii) the lien status.

                  Mortgage Note means the originally executed note or other
evidence of indebtedness evidencing the indebtedness of a Mortgagor under
the related Mortgage Loan.

                  Mortgage Rate means the rate per annum at which interest
accrues with respect to a Mortgage Loan.

                  Mortgaged Property means the land and improvements
securing the indebtedness of a Mortgagor under the related Mortgage Loan.

                  Mortgagor means the obligor or obligors on a Mortgage
Note.

                  Net Liquidation Proceeds means, with respect to any
Liquidated Mortgage Loan, Liquidation Proceeds net of unreimbursed
Servicing Fees, unreimbursed Servicing Advances and Monthly Advances with
respect thereto.

                  Net Rate means, with respect to any Mortgage Loan as to
any day, the Mortgage Rate less the related Servicing Fee Rate.

                  Nonrecoverable Advances means, with respect to any
Mortgage Loan: (i) any Monthly Advance previously made and not reimbursed
pursuant to Section 3.2(c) or 3.3(ii), or (ii) a Servicing Advance or
Monthly Advance proposed to be made in respect of a Mortgage Loan or REO
Property which, in the good faith business judgment of the Master Servicer,
will not or, in the case of a proposed advance, would not be ultimately
recoverable pursuant to Section 3.2(c) or 3.3(ii).

                  Note Distribution Account means the account designated as
such, established and maintained pursuant to Section 4.1.

                  Noteholders' Distributable Amount means, with respect to
any Distribution Date, the sum of the Noteholders' Principal Distributable
Amount and the Noteholders' Interest Distributable Amount.

                  Noteholders' Interest Carryover Shortfall means, with
respect to any Distribution Date, the excess of the Noteholders' Monthly
Interest Distributable Amount for the preceding Distribution Date and any
outstanding Noteholders' Interest Carryover Shortfall on such preceding
Distribution Date, over the amount in respect of interest that is actually
deposited in the Note Distribution Account on such preceding Distribution
Date, plus interest on the amount of interest due but not paid to
Noteholders on the preceding Distribution Date, to the extent permitted by
law, at the respective Interest Rate borne by each class of Notes from such
preceding Distribution Date through the current Distribution Date.

                  Noteholders' Interest Distributable Amount means, with
respect to any Distribution Date, the sum of the Noteholders' Monthly
Interest Distributable Amount for such Distribution Date and the
Noteholders' Interest Carryover Shortfall for such Distribution Date.

                  Noteholders' Monthly Interest Distributable Amount means,
with respect to any Distribution Date, the product of (i)(A) in the case of
the Class [ ] Notes, the product of the Interest Rate for such class and a
fraction, the numerator of which is the number of days elapsed from and
including the prior Distribution Date (or, in the case of the first
Distribution Date, from and including the Closing Date) to but excluding
such Distribution Date and the denominator of which is [ ] and (B) in the
case of each other class of Notes, of the Interest Rate for such class (or,
in the case of the first Distribution Date, the Interest Rate for such
class multiplied by a fraction, the numerator of which is the number of
days elapsed from and including the Closing Date to but excluding such
Distribution Date and the denominator of which is [ ]) and (ii) the
outstanding principal balance of the Notes of such class on the immediately
preceding Distribution Date, after giving effect to all distributions of
principal to Noteholders of such class on such Distribution Date (or, in
the case of the first Distribution Date, on the Closing Date).

                  Noteholders' Monthly Principal Distributable Amount
means, with respect to any Distribution Date, the Noteholders' Percentage
of the Principal Distribution Amount.

                  Noteholders' Percentage means 100% until the point in
time at which [List All Classes of Notes] have been paid in full and zero
thereafter.

                  Noteholders' Principal Carryover Shortfall means, as of
the close of any Distribution Date, the excess of the Noteholders' Monthly
Principal Distributable Amount and any outstanding Noteholders' Principal
Carryover Shortfall from the preceding Distribution Date over the amount in
respect of principal that is actually deposited in the Note Distribution
Account.

                  Noteholders' Principal Distributable Amount means, with
respect to any Distribution Date, the sum of the Noteholder's Monthly
Principal Distributable Amount for such Distribution Date and the
Noteholders' Principal Carryover Shortfall as of the close of the preceding
Distribution Date; provided, however, that the Noteholders' Principal
Distributable Amount shall not exceed the outstanding principal balance of
the Notes. In addition, on the Final Scheduled Distribution Date of each
class of Notes, the principal required to be deposited in the Note
Distribution Account will include the amount necessary (after giving effect
to the other amounts to be deposited in the Note Distribution Account on
such Distribution Date and allocable to principal) to reduce the Current
Principal Amount of such class of Notes to zero.

                  Officers' Certificate means a certificate signed by: (a)
the chairman of the board, the president, the vice chairman of the board,
any executive vice president, any senior vice president or any vice
president and (b) a cashier, assistant cashier, secretary or assistant
secretary of the Initial Beneficial Holder or the Master Servicer, as
appropriate, provided that no one person may sign in a capacity fulfilling
both clause (a) and clause (b).

                  Opinion of Counsel means one or more written opinions of
counsel who may be an employee of or counsel to the Initial Beneficial
Holder or the Master Servicer, which counsel shall be acceptable to the
Trustee, the Owner Trustee or the Rating Agencies, as applicable.

                  Original Pool Balance means the Pool Balance as of the
Cut-off Date which is $[       ].

                  Original Value means the value of the Mortgaged Property
at the time of origination of the related Mortgage Loan, such value being
the lower of the value of such property set forth in an appraisal
acceptable to the originator of the Mortgage Loan or the sales price of
such property at the time of origination or, in the case of a refinancing,
the value of such property set forth in an appraisal acceptable to the
originator.

                  Owner Trust Estate has the meaning assigned to such term
in the Trust Agreement.

                  Owner Trustee means [    ], not in its individual capacity
but solely as Owner Trustee under the Trust Agreement, its successors in
interest or any successor Owner Trustee under the Trust Agreement.

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

                  Physical Property has the meaning assigned to such term
in the definition of Delivery above.

                  Pool Balance as of the close of business on the last day
of a Due Period means the aggregate Principal Balance of the Mortgage Loans
(excluding Purchased Mortgage Loans and Liquidated Mortgage Loans).

                  Primary Mortgage Insurance Policy means the certificate
of primary mortgage insurance relating to a particular Mortgage Loan, or
any replacement policy therefor.

                  Principal Balance means as to any Mortgage Loan other
than a Liquidated Mortgage Loan and any day, the related Cut-Off Date
Principal Balance (or unpaid principal balance as of the date of
substitution), minus all collections credited against the Principal Balance
of any such Mortgage Loan. For purposes of this definition, a Liquidated
Mortgage Loan shall be deemed to have a Principal Balance equal to the
Principal Balance of the related Mortgage Loan immediately prior to the
final recovery of related Liquidation Proceeds and a Principal Balance of
zero thereafter.

                  Principal Distribution Amount means, with respect to any
Distribution Date, the sum of the following amounts, without duplication,
in respect of the preceding Due Period: (a) that portion of all collections
on Mortgage Loans allocable to principal, (b) Liquidation Proceeds
attributable to the principal amount of Mortgage Loans which became
Liquidated Mortgage Loans during such Due Period in accordance with the
Master Servicer's customary servicing procedures, plus the amount of
Realized Losses with respect to such Liquidated Mortgage Loans, (c) to the
extent attributable to principal, the Purchase Price of each Mortgage Loan
that became a Purchased Mortgage Loan during such Due Period and (d) on the
Final Scheduled Distribution Date for the Certificates, any amounts
advanced by the Master Servicer on such Final Scheduled Distribution Date
with respect to principal on the Mortgage Loans; provided, however, that in
calculating the Principal Distribution Amount the following will be
excluded: (i) all payments and proceeds (including Liquidation Proceeds) of
any Purchased Mortgage Loans the Purchase Price of which has been included
in the Principal Distribution Amount in a prior Due Period and (ii)
Recoveries.

                  Purchase Price means as to any Defective Mortgage Loan
repurchased on any date pursuant to Section 2.2 or 2.3, an amount equal to
the sum of (i) the unpaid Principal Balance thereof, (ii) the greater of
(a) all unpaid accrued interest thereon and (b) [ ] days' interest thereon,
computed at the applicable Mortgage Rate and (iii) any unreimbursed
Servicing Advances with respect to such Mortgage Loan; provided, however,
that if at the time of repurchase the Initial Beneficial Holder or an
Affiliate is the Master Servicer, the amount described in clause (ii) shall
be computed at the Net Rate.

                  Purchased Mortgage Loan means a Mortgage Loan repurchased
by the Initial Beneficial Holder pursuant to Section 2.2.

                  Rating Agency means [ ], [ ] or [ ] and/or any other
rating agency requested by the Initial Beneficial Holder or an affiliate
thereof to rate the Notes and/or the Certificates. If no such organization
or successor is any longer in existence, Rating Agency shall be a
nationally recognized statistical rating organization or other comparable
Person designated by the Initial Beneficial Holder, notice of which
designation shall be given to the Trustee, the Owner Trustee and the Master
Servicer.

                  Rating Agency Condition means, with respect to any
action, that each Rating Agency shall have been given [ ] days' prior
notice thereof (or such shorter period as shall be acceptable to the Rating
Agencies) and that neither of the Rating Agencies shall have notified the
Initial Beneficial Holder, the Master Servicer, the Owner Trustee or the
Trustee in writing that such action will, in and of itself, result in a
reduction or withdrawal of the then current rating of any class of Notes,
or the Certificates.

                  Realized Losses means the excess of the Principal Balance
of any Liquidated Mortgage Loan over Liquidation Proceeds to the extent
allocable to principal.

                  Recoveries means, with respect to any Liquidated Mortgage
Loan, monies collected in respect thereof, from whatever source, during any
Due Period following the Due Period in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of the sum of any amounts expended by the
Master Servicer for the account of the Mortgagor and any amounts required
by law to be remitted to the Mortgagor.

                  REO Property means a Mortgaged Property that is acquired
by the Master Servicer on behalf of the Trustee in foreclosure or by
deed-in-lieu of foreclosure.

                  Released Mortgaged Property Proceeds means, as to any
Mortgage Loan, proceeds received by the Master Servicer in connection with
(a) a taking of an entire Mortgaged Property by exercise of the power of
eminent domain or condemnation or (b) any release of part of the Mortgaged
Property from the lien of the related Mortgage, whether by partial
condemnation, sale or otherwise, which are not released to the Mortgagor in
accordance with applicable law, mortgage servicing standards the Master
Servicer would use in servicing mortgage loans for its own account and this
Agreement.

                  Reserve Account means the account designated as such,
established and maintained pursuant to Section 4.1.

                  Reserve Account Initial Deposit means, with respect to
the Closing Date, $[                 ].

                  Reserve Account Transfer Amount means an amount equal to
the lesser of (i) the amount of cash or other immediately available funds
on deposit in the Reserve Account on such Distribution Date (before giving
effect to any withdrawals therefrom relating to such Distribution Date) or
(ii) the amount, if any, by which (x) the sum of the Total Servicing Fee,
the Noteholders' Interest Distributable Amount, the Certificateholders'
Interest Distributable Amount, the Noteholders' Principal Distributable
Amount and the Certificateholders' Principal Distributable Amount for such
Distribution Date exceeds (y) the sum of the Interest Distribution Amount
and the Available Principal for such Distribution Date.

                  Responsible Officer means respect to any entity the
President, any Vice President or officer performing similar functions on
behalf of such entity.

                  Servicer Default means an event specified in Section 7.1.

                  Servicing Advances means all reasonable and customary
"out of pocket" costs and expenses incurred in the performance by the
Master Servicer of its servicing obligations, including, but not limited
to, the cost of (i) the preservation, restoration and protection of the
Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of the REO Property,
including reasonable fees paid to any independent contractor in connection
therewith, (iv) compliance with the obligations under Sections 3.4 or 3.7
and (v) in connection with the liquidation of a Mortgage Loan, expenditures
relating to the purchase or maintenance of the First Lien pursuant to
Section 3.16.

                  Servicing Compensation means the Servicing Fee, the
Supplemental Servicing Fee and any other amounts to which the Master
Servicer is entitled pursuant to Section 3.9.

                  Servicing Fee has the meaning specified in Section 3.9.

                  Servicing Fee Rate means a rate of [    ]% per annum.

                  Servicing Officer means any officer of the Master
Servicer or a sub-servicer through which all or part of the Master
Servicer's servicing responsibilities are carried out, involved in, or
responsible for, the administration and servicing of the Mortgage Loans
whose name and specimen signature appear on a list of servicing officers
furnished to the Trustee by the Master Servicer as such list may from time
to time be amended in accordance with the foregoing.

                  Specified Reserve Account Balance means, with respect to
(i) any Distribution Date prior to the Distribution Date on which the
Current Principal Amount of the Class [ ] Notes has been paid in full, $[ ]
and (ii) any Distribution Date on or after the Distribution Date on which
the Current Principal Amount of the Class [ ] Notes has been paid in full,
the greater of (a) [ ]% of the sum of the aggregate outstanding principal
amount of each class of Notes plus the outstanding Certificate Balance on
such Distribution Date (after giving effect to all payments on the Notes
and distributions with respect to the Certificates to be made on such
Distribution Date); or (b) [ ]% of the sum of the aggregate initial
principal of the Notes plus the initial Certificate Balance except that, if
on any Distribution Date (x) the average of the Charge off Rates for the [
] preceding Due Periods exceeds [ ]% or (y) the average of the Delinquency
Percentages for the [ ] preceding Due Periods exceeds [ ]%, then the
Specified Reserve Account Balance shall be an amount equal to [ ]% of the
sum of the aggregate Current Principal Amount of each class of Notes and
the aggregate outstanding Certificate Balance on such Distribution Date
(after giving effect to all payments on the Notes and distributions with
respect to the Certificates to be made on such Distribution Date).

                  Supplemental Servicing Fee means the fee payable to the
Master Servicer for certain services rendered during the respective Due
Period, determined pursuant to and defined in Section 3.9.

                  Total Servicing Fee means with respect to each
Distribution Date the Servicing Fee for the related Due Period and all
accrued and unpaid Servicing Fees for prior Due Periods.

                  Total Distribution Amount means, for each Distribution
Date, the sum of (i) the Interest Distribution Amount, (ii) the Available
Principal and (iii) the Reserve Account Transfer Amount, in each case in
respect of such Distribution Date; provided, however, that if on the Class
[ ] Final Scheduled Distribution Date, the Total Distribution Amount (as
defined above) would be insufficient to pay the Total Servicing Fee,
Noteholders' Interest Distributable Amount, Certificateholders' Interest
Distributable Amount and the Noteholders' Principal Distributable Amount
for such Distribution Date, then the Total Distribution Amount for such
Distribution Date will include, in addition to the Total Distribution
Amount (as defined above), an amount, up to the amount necessary to pay any
such items, of the Interest Distribution Amount and the Available Principal
on deposit (or, if the conditions specified in Section 3.2(c) have been
satisfied, that would have been required to have been deposited but for the
satisfaction of such conditions) in the Collection Account on the
Determination Date relating to such Class A-1 Final Scheduled Distribution
Date which would have constituted the Interest Distribution Amount or
Available Principal, as the case may be, for the Due Period relating to the
succeeding Distribution Date and the Interest Distribution Amount and
Available Principal, as the case may be, for such succeeding Distribution
Date will be reduced accordingly.

                  Transfer Date means, with respect to any Distribution
Date, the Business Day preceding such Distribution Date.

                  Trust means the Issuer.

                  Trust Account Property means the Trust Accounts, all
amounts and investments held from time to time in any Trust Account
(whether in the form of deposit accounts, Physical Property, book-entry
securities, uncertificated securities or otherwise), including the Reserve
Account Initial Deposit, and all proceeds of the foregoing.

                  Trust Accounts has the meaning assigned thereto in
Section 4.1.

                  Trust Agreement means the Trust Agreement dated as of
[      ], 200[ ] between the Initial Beneficial Holder and the Owner Trustee,
as the same may be amended and supplemented from time to time.

                  Trust Officer means, (i) in the case of the Trustee, any
Officer within the Corporate Trust Office of the Trustee, including any
Vice President, Assistant Vice President, Assistant Treasurer, Assistant
Secretary or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject and (ii) in the case of the Owner
Trustee, any officer in the corporate trust office of the Owner Trustee
with direct responsibility for the administration of this Agreement or any
of the Basic Documents on behalf of the Owner Trustee.

                  Trustee means the Person acting as Trustee under the
Indenture, its successors in interest and any successor trustee under the
Indenture, or, if at the date of determination instruments acknowledging
satisfaction and discharge of the Indenture with respect to the Notes have
been executed as provided in Section 4.1 of the Indenture, then Trustee
shall mean the Owner Trustee.

                  SECTION 1.2. Other Definitional Provisions.

                  (a) Capitalized terms used herein and not otherwise
defined herein have the meanings assigned to them in the Indenture, or, if
not defined therein, in the Trust Agreement.

                  (b) All terms defined in this Agreement shall have the
defined meanings when used in any instrument governed hereby and in any
certificate or other document made or delivered pursuant hereto unless
otherwise defined therein.

                  (c) As used in this Agreement, in any instrument governed
hereby and in any certificate or other document made or delivered pursuant
hereto or thereto, accounting terms not defined in this Agreement or in any
such instrument, certificate or other document, and accounting terms partly
defined in this Agreement or in any such instrument, certificate or other
document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles as in effect
on the date of this Agreement or any such instrument, certificate or other
document, as applicable. To the extent that the definitions of accounting
terms in this Agreement or in any such instrument, certificate or other
document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Agreement
or in any such instrument, certificate or other document shall control.

                  (d) The words "hereof," "herein," "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement
as a whole and not to any particular provision of this Agreement; Section
and Exhibit references contained in this Agreement are references to
Sections and Exhibits in or to this Agreement unless otherwise specified;
and the term "including" shall mean "including without limitation."

                  (e) The definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such terms and to
the masculine as well as to the feminine and neuter genders of such terms.

                  SECTION 1.3. Interest Calculations. Unless otherwise
provided in the applicable Mortgage Note, Mortgage or Mortgage File, all
calculations of interest hereunder that are made in respect of the
Principal Balance of a Mortgage Loan or in respect of the Notes or the
Certificates shall be made on the basis of a 360-day year consisting of
twelve 30-day months. The calculation of the Servicing Fee shall be made on
the basis of the actual number of days elapsed and a year assumed to
consist of 365 days.

                                ARTICLE II

                        CONVEYANCE OF MORTGAGE LOANS

                  SECTION 2.1. Conveyance of Mortgage Loans.

                  (a) In consideration of the Issuer's delivery to or upon
the order of the Initial Beneficial Holder on the Closing Date of the net
proceeds from the sale of the Notes and the Certificates and the other
amounts to be distributed from time to time to the Initial Beneficial
Holder in accordance with the terms of this Agreement, the Initial
Beneficial Holder does hereby sell, transfer, assign, set over and
otherwise convey to the Issuer, without recourse (subject to the
obligations herein): (A) all right, title and interest of the Initial
Beneficial Holder in and to the Mortgage Loans, and all moneys received
thereon, on or after the Cut-off Date; (B) all right, title and interest of
the Initial Beneficial Holder in the security interests in the Mortgaged
Properties granted by Mortgagors pursuant to the Mortgage Loans and any
other interest of the Initial Beneficial Holder in the Mortgaged
Properties; (C) the interest of the Initial Beneficial Holder in any
proceeds with respect to the Mortgage Loans from claims on any physical
damage, theft, credit life or disability insurance policies covering
Mortgaged Properties or Mortgagors; (D) all right, title and interest in
all funds on deposit from time to time in the Certificate Distribution
Account, in the Trust Accounts, including the Reserve Account Initial
Deposit, and in all investments and proceeds thereof (including all income
thereon); and (E) the proceeds of any and all of the foregoing. In
connection with such transfer, assignment and conveyance by the Initial
Beneficial Holder, the Initial Beneficial Holder shall deliver to, and
deposit with the Trustee, on or before the Closing Date, the following
documents or instruments with respect to each Mortgage Loan (the "Related
Documents"): (i) the original Mortgage Note, with all prior and intervening
endorsements showing a complete chain of endorsements from the originator
of the Mortgage Loan to the Person so endorsing the Mortgage Loan to the
Trustee, endorsed by such Person "Pay to the order of [ ], as Trustee for [
] 200[ ]-[ ] without recourse" and signed, by facsimile or manual
signature, in the name of the Initial Beneficial Holder by a Responsible
Officer; (ii) any of: (1) the original Mortgage, and related power of
attorney, if any, with evidence of recording thereon, (2) a copy of the
Mortgage and related power of attorney, if any, certified as a true copy of
the original Mortgage or power of attorney by a Responsible Officer of the
Initial Beneficial Holder or by the closing attorney by facsimile or manual
signature, or by an officer of the title insurer or agent of the title
insurer that issued the related title insurance policy if the original has
been transmitted for recording until such time as the original is returned
by the public recording office or (3) a copy of the Mortgage and related
power of attorney, if any, certified by the public recording office; (iii)
the original Assignment of Mortgage in recordable form, to "[ ], as Trustee
for [ ] Trust 200[ ]-[ ] ". Any such Assignments of Mortgage may be made by
blanket assignments for Mortgage Loans secured by the Mortgaged Properties
in the same county, if permitted by applicable law; (iv) the original
lender's policy of title insurance or a true copy thereof, or if such
original lender's title insurance policy has been lost, a copy thereof
certified by the appropriate title insurer to be true and complete, or if
such lender's title insurance policy has not been issued as of the Closing
Date, a marked up commitment (binder) to issue such policy; (v) all
intervening assignments, if any, showing a complete chain of assignments
from the originator to the Initial Beneficial Holder, including any
recorded warehousing assignments, with evidence of recording thereon,
certified by a Responsible Officer of the Initial Beneficial Holder by
facsimile or manual signature as a true copy of the original of such
intervening assignments; and (vi) originals of all assumption, written
assurance, substitution and modification agreements, if any. In instances
where the original recorded Mortgage cannot be delivered by the Initial
Beneficial Holder to the Trustee prior to or concurrently with the
execution and delivery of this Agreement due to a delay in connection with
recording, the Initial Beneficial Holder may in lieu of delivering such
original recorded Mortgage, deliver to the Trustee a copy thereof, provided
that the Initial Beneficial Holder certifies that the original Mortgage has
been delivered to a title insurance company for recordation after receipt
of its policy of title insurance or binder therefor. In all such instances,
the Initial Beneficial Holder will deliver or cause to be delivered the
original recorded Mortgage to the Trustee promptly upon receipt of the
original recorded Mortgage but in no event later than one year after the
Closing Date.

                  (b) The Trustee agrees, for the benefit of the
Noteholders and the Certificateholders, within 90 days after execution and
delivery of this Agreement, to review the Mortgage Files to ascertain that
all required documents set forth in paragraphs (i) -- (v) of Section 2.1(a)
have been executed and received, and that the Mortgage Notes have been
endorsed as set forth in Section 2.1(a), and that such documents relate to
the Mortgage Loans identified on the Mortgage Loan Schedule and in so doing
the Trustee may rely on the purported due execution and genuineness of any
signature thereon. If within such 90-day period the Trustee finds any
document constituting a part of a Mortgage File not to have been executed
or received or to be unrelated to the Mortgage Loans identified in said
Mortgage Loan Schedule or, if in the course of its review, the Trustee
determines that such Mortgage File is otherwise defective in any material
respect, the Trustee shall promptly upon the conclusion of its review
notify the Initial Beneficial Holder, and the Initial Beneficial Holder
shall have a period of 90 days after such notice within which to correct or
cure any such defect.

                  (c) The Trustee shall have no responsibility for
reviewing any Mortgage File except as expressly provided in Section 2.1(b).
Without limiting the effect of the preceding sentence, in reviewing any
Mortgage File pursuant to such subsection, the Trustee shall have no
responsibility for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or
recordable form (except, if applicable, to determine if the Trustee is the
assignee or endorsee), whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, or whether a blanket
assignment is permitted in any applicable jurisdiction, but shall only be
required to determine whether a document has been executed, that it appears
to be what it purports to be, and, where applicable, that it purports to be
recorded, but shall not be required to determine whether any Person
executing any document is authorized to do so or whether any signature
thereon is genuine.

                  SECTION 2.2. Acceptance by Trustee. The Trustee hereby
acknowledges, subject to the review and period for delivery provided for in
Section 2.1, its receipt of the Mortgage Files, and declares that the
Trustee holds and will hold such documents and all amounts received by it
thereunder and hereunder in trust, upon the terms herein set forth, for the
use and benefit of all present and future Noteholders and
Certificateholders. If the Initial Beneficial Holder is given notice under
Section 2.1(c) above and if the Initial Beneficial Holder does not correct
or cure such omission or defect within the 90-day period specified in
Section 2.1(c) above, the Initial Beneficial Holder shall substitute one or
more Eligible Substitute Mortgage Loans therefor as provided in Section 2.4
hereof or purchase such Mortgage Loan from the Trustee on the Determination
Date in the month following the month in which such 90-day period expired
at the Purchase Price of such Mortgage Loan. The Purchase Price for the
purchased Mortgage Loan shall be deposited in the Collection Account no
later than the applicable Determination Date or the Business Day preceding
the expiration of such 90-day period, as the case may be, and, upon receipt
by the Trustee of written notification of such deposit signed by an officer
of the Initial Beneficial Holder, the Trustee shall release to the Initial
Beneficial Holder the related Mortgage File and the Trustee shall execute
and deliver such instruments of transfer or assignment, in each case
without recourse, as shall be necessary to vest in the Initial Beneficial
Holder or its designee any Mortgage Loan released pursuant hereto. It is
understood and agreed that the obligation of the Initial Beneficial Holder
to cure, substitute for or purchase any Mortgage Loan as to which a
material defect in or omission of a constituent document exists shall
constitute the sole remedy against the Initial Beneficial Holder respecting
such defect or omission available to the Issuer.

                  SECTION 2.3. Representations and Warranties of the
Initial Beneficial Holder Regarding the Mortgage Loans. The Initial
Beneficial Holder represents and warrants to the Issuer as follows as of
the Closing Date: [Insert representations and warranties regarding the
Mortgage Loans.].

                  SECTION 2.4. Substitution of Mortgage Loans.

                  (a) On a Determination Date within two years following
the Closing Date and which is on or before the date on which the Initial
Beneficial Holder would otherwise be required to repurchase a Mortgage Loan
under Section 2.2 or 2.3, the Initial Beneficial Holder may deliver to the
Trustee one or more Eligible Substitute Mortgage Loans in substitution for
any one or more of the Defective Mortgage Loans which the Initial
Beneficial Holder would otherwise be required to repurchase pursuant to
Section 2.2 or 2.3.

                  (b) The Initial Beneficial Holder shall notify the
Issuer, the Owner Trustee, the Servicer and the Trustee in writing not less
than five Business Days before the related Determination Date which is on
or before the date on which the Initial Beneficial Holder would otherwise
be required to repurchase such Mortgage Loan pursuant to Section 2.2 or 2.3
of its intention to effect a substitution under this Section. On such
Determination Date (the "Substitution Date"), the Initial Beneficial Holder
shall deliver to the Issuer: (1) the Eligible Substitute Mortgage Loans to
be substituted for the Original Mortgage Loans, (2) a list of the Original
Mortgage Loans to be substituted for by such Eligible Substitute Mortgage
Loans, (3) an Officers' Certificate: (A) stating that no failure by the
Servicer described in Section 7.1 shall have occurred and be continuing,
(B) stating that all conditions precedent to such substitution specified in
Section 2.4(a) have been satisfied and attaching as an exhibit a
supplemental Mortgage Loan schedule (the "Supplemental Mortgage Loan
Schedule") setting forth the same type of information as appears on the
Mortgage Loan Schedule and representing as to the accuracy thereof and (C)
confirming that the representations and warranties contained in Section 2.3
are true and correct in all material respects with respect to the
Substitute Mortgage Loans on and as of such Determination Date, provided
that remedies for the inaccuracy of such representations are limited as set
forth in Sections 2.2, 2.3 and this Section 2.4 and (4) a certificate
stating that cash in the amount of the related Substitution Adjustment, if
any, has been deposited to the Collection Account. Upon receipt of the
foregoing, the Issuer shall release such Original Mortgage Loans to the
Initial Beneficial Holder.

                  (c) Concurrently with the satisfaction of the conditions
set forth in Section 2.4(a) and (b) above and the grant of such Eligible
Substitute Mortgage Loans to the Trustee pursuant to Section 2.4(a) above,
Exhibit A to this Agreement shall be deemed to be amended to exclude all
Mortgage Loans being replaced by such Eligible Substitute Mortgage Loans
and to include the information set forth on the Supplemental Mortgage Loan
Schedule with respect to such Eligible Substitute Mortgage Loans, and all
references in this Agreement to Mortgage Loans shall include such Eligible
Substitute Mortgage Loans and be deemed to be made on or after the related
Substitution Date, as the case may be, as to such Eligible Substitute
Mortgage Loans.

                                ARTICLE III

               ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                  SECTION 3.1. Duties of Master Servicer.

                  (a) The Master Servicer, as agent for the Issuer (to the
extent provided herein) shall supervise, or take such actions as are
necessary to ensure, the servicing and administration of the Mortgage Loans
and any REO Property in accordance with this Agreement and the customary
and usual standards of an institution prudently servicing mortgage loans
for its own account and shall have full authority to do anything it
reasonably deems appropriate in connection with such servicing and
administration. The Master Servicer shall maintain servicing standards
equivalent to those required for approval by Fannie Mae or Freddie Mac. The
Master Servicer may perform its responsibilities relating to servicing
through other agents or independent contractors, but shall not thereby be
released from any of its responsibilities as hereinafter set forth. The
authority of the Master Servicer, in its capacity as Master Servicer, shall
include the power to (i) supervise the filing and collection of insurance
claims and take or cause to be taken such actions on behalf of the insured
person thereunder as shall be reasonably necessary to prevent the denial of
coverage thereunder, and (ii) effectuate foreclosure or other conversion of
the ownership of the Mortgaged Property securing a related Mortgage Loan,
including the employment of attorneys, the institution of legal
proceedings, the collection of deficiency judgments, the acceptance of
compromise proposals, the filing of claims under any Primary Insurance
Policy and any other matter pertaining to a delinquent Mortgage Loan. The
authority of the Master Servicer shall include, in addition, the power to:
(i) execute and deliver customary consents or waivers and other instruments
and documents; (ii) consent to transfers of any related Mortgaged Property
and assumptions of the related Mortgage Notes and Security Instruments (but
only in the manner provided in this Agreement) and (iii) collect any
Insurance Proceeds and Liquidation Proceeds. Without limiting the
generality of the foregoing, the Master Servicer is authorized and
empowered to execute and deliver, on behalf of itself, the Issuer, the
Owner Trustee, the Trustee, the Certificateholders and the Noteholders or
any of them, any and all instruments of satisfaction or cancellation, or
partial or full release or discharge, and all other comparable instruments,
with respect to such Mortgage Loans or to the Mortgaged Properties securing
such Mortgage Loans.

                  (b) Notwithstanding the provisions of Section 3.1(a), the
Master Servicer shall not take any action inconsistent with the interest of
the Noteholders or the Certificateholders in the Mortgage Loans or with the
rights and interests of the Owner Trustee, the Trustee, the Noteholders or
the Certificateholders under this Agreement.

                  (c) The Owner Trustee shall furnish the Master Servicer
with any powers of attorney and other documents in form as provided to it
necessary or appropriate (as certified to the Owner Trustee by the Master
Servicer) to enable the Master Servicer to service and administer the
related Mortgage Loans and REO Property.

                  SECTION 3.2. Collection and Allocation of Mortgage Loan
Payments.

                  (a) The Master Servicer shall make reasonable efforts to
collect all payments called for under the terms and provisions of the
Mortgage Loans as and when the same shall become due and shall follow such
collection procedures as it follows with respect to all mortgage loans in
its servicing portfolio comparable to the Mortgage Loans that it services
for itself or others.

                  (b) Consistent with the terms of this Agreement, the
Master Servicer may waive, modify or vary any term of any Mortgage Loan or
consent to the postponement of strict compliance with any such term or in
any manner grant indulgence to any Mortgagor if in the Master Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Noteholders and the
Certificateholders; provided, however, that the Master Servicer may not
permit any modification with respect to any Mortgage Loan that would change
the Mortgage Rate, defer or forgive the payment of any principal or
interest (unless in connection with the liquidation of the related Mortgage
Loan) or extend the Final Scheduled Maturity Date on the Mortgage Loan. No
costs incurred by the Master Servicer in respect of Servicing Advances
shall for the purposes of distributions to Noteholders or
Certificateholders be added to the amount owing under the related Mortgage
Loan.

                  (c) The Master Servicer, for the benefit of the
Noteholders and the Certificateholders, shall establish and maintain in the
name of the Trustee an Eligible Deposit Account (the "Collection Account"),
bearing a designation clearly indicating that the funds deposited therein
are held for the benefit of the Noteholders and the Certificateholders. The
Collection Account shall initially be established with the Trustee. The
Master Servicer shall on the Closing Date deposit into the Collection
Account any amounts representing payments on and any collections in respect
of the Mortgage Loans received on or after the Cut-off Date and prior to
the Closing Date, and thereafter shall use its best efforts to deposit
within one Business Day, and shall in any event deposit within [three]
Business Days following receipt thereof the following payments and
collections received or made by it (without duplication) with respect to
the Mortgage Loans: (i) all payments received on and after the Cut-off Date
on account of principal on the Mortgage Loans and all full or partial
prepayments collected after the Cut-off Date; (ii) all payments received on
and after the Cut-off Date on account of interest on the Mortgage Loans;
(iii) all Net Liquidation Proceeds net of Foreclosure Profits; (iv) all
Insurance Proceeds; (v) all Released Mortgaged Property Proceeds; (vi) any
amounts payable in connection with the repurchase of any Mortgage Loan; and
(vii) any amount required to be deposited in the Collection Account
pursuant to Section 3.5, 3.7, 3.15, or 8.1; provided, however, that (x)
with respect to each Due Period, the Master Servicer shall be permitted to
retain from payments in respect of interest on the Mortgage Loans, the
Servicing Fee for such Due Period and (y) the Master Servicer shall be
permitted to retain late collections, including Liquidation Proceeds,
Released Mortgaged Property Proceeds and Insurance Proceeds, to the extent
of any unpaid Servicing Fees, unreimbursed Monthly Advances and/or
Servicing Advances with respect to the related Mortgage Loan. The foregoing
requirements respecting deposits to the Collection Account are exclusive,
it being understood that, without limiting the generality of the foregoing,
the Master Servicer need not deposit in the Collection Account amounts
representing Foreclosure Profits, fees (including annual fees), late
charges or penalties payable by Mortgagors, or amounts received by the
Master Servicer for the accounts of Mortgagors for application towards the
payment of taxes, insurance premiums, assessments and similar items.

                  SECTION 3.3. Withdrawals From Each Collection Account.
The Trustee shall withdraw or cause to be withdrawn funds from the
Collection Account for the following purposes with respect to the Mortgage
Loans: (i) the deposits and distributions required by Section 4.4(d); (ii)
to the extent not retained by the Master Servicer as provided in Section
3.2(c), to reimburse the Master Servicer for any accrued unpaid Servicing
Fees and for unreimbursed Monthly Advances and Servicing Advances. The
Master Servicer's right to reimbursement for unpaid Servicing Fees and
unreimbursed Servicing Advances shall be limited to late collections on the
related Mortgage Loan, including Liquidation Proceeds, Released Mortgaged
Property Proceeds, Insurance Proceeds and such other amounts as may be
collected by the Master Servicer from the related Mortgagor or otherwise
relating to the Mortgage Loan in respect of which such reimbursed amounts
are owed. If a Monthly Advance was made net of the Servicing Fee as
permitted by Section 3.15 hereof, no additional Servicing Fee for the
related Mortgage Loan and Due Period shall be payable. The Master
Servicer's right to reimbursement from such Collection Account for
unreimbursed Monthly Advances shall be limited to late collections of
interest on any Mortgage Loan and to Liquidation Proceeds and Insurance
Proceeds on related Mortgage Loans; (iii) to withdraw any amount received
from a Mortgagor that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United
States Bankruptcy Code in accordance with a final, nonappealable order of a
court having competent jurisdiction; (iv) (a) to make investments in
Eligible Investments and (b) to pay to the Master Servicer interest earned
in respect of Eligible Investments or on funds deposited in the Collection
Account; (v) to withdraw any funds deposited in such Collection Account
that were not required to be deposited therein (such as Servicing
Compensation) or were deposited therein in error and to pay such funds to
the appropriate Person; (vi) to pay the Master Servicer Servicing
Compensation pursuant to Section 3.9 hereof to the extent not retained or
paid pursuant to Section 3.2(c); (vii) to withdraw funds necessary for the
conservation and disposition of REO Property pursuant to Section 3.7; and
(viii) to clear and terminate such Collection Account upon the termination
of this Agreement and to pay any amounts remaining therein in accordance
with Section 8.1(b).

                  SECTION 3.4. Maintenance of Hazard Insurance; Property
Protection Expenses. The Master Servicer shall cause to be maintained for
each Mortgage Loan fire and hazard insurance naming the Master Servicer as
loss payee thereunder providing extended coverage in an amount which is at
least equal to the lesser of: (i) the maximum insurable value of the
improvements securing such Mortgage Loan from time to time, (ii) the
combined principal balance owing on such Mortgage Loan and any related
First Lien and (iii) the minimum amount required to compensate for damage
or loss on a replacement cost basis. The Master Servicer shall also
maintain on property acquired upon foreclosure, or by deed in-lieu of
foreclosure, hazard insurance with extended coverage in an amount which is
at least equal to the lesser of: (i) the maximum insurable value from time
to time of the improvements which are a part of such property, (ii) the
combined principal balance owing on such Mortgage Loan and any related
First Lien and (iii) the minimum amount required to compensate for damage
or loss on a replacement cost basis at the time of such foreclosure, fire
and or deed in lieu of foreclosure plus accrued interest and the good-faith
estimate of the Master Servicer of related Servicing Advances to be
incurred in connection therewith. Amounts collected by the Master Servicer
under any such policies shall be deposited in the Collection Account to the
extent called for by Section 3.2. In cases in which any Mortgaged Property
is located in a federally designated flood area, the hazard insurance to be
maintained for the related Mortgage Loan shall include flood insurance to
the extent such flood insurance is available and the Master Servicer has
determined such insurance to be necessary in accordance with accepted
mortgage loan servicing standards for mortgage loans comparable to the
Mortgage Loans. All such flood insurance shall be in amounts equal to the
least of the amount in clause (i) above, clause (ii) above and the maximum
amount of insurance available under the National Flood Insurance Act of
1968, as amended. The Master Servicer shall be under no obligation to
require that any Mortgagor maintain earthquake or other additional
insurance and shall be under no obligation itself to maintain any such
additional insurance on property acquired in respect of a Mortgage Loan,
other than pursuant to such applicable laws and regulations as shall at any
time be in force and as shall require such additional insurance.

                  SECTION 3.5. Maintenance of Mortgage Impairment Insurance
Policy. In the event that the Master Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy rating of A:VIII or
better in Best's Key Rating Guide insuring against fire and hazards of
extended coverage on all of the Mortgage Loans, then, to the extent such
policy names the Master Servicer as loss payee and provides coverage in an
amount equal to the aggregate unpaid principal balance on the Mortgage
Loans without co-insurance, and otherwise complies with the requirements of
Section 3.4, the Master Servicer shall be deemed conclusively to have
satisfied its obligations with respect to fire and hazard insurance
coverage under Section 3.4, it being understood and agreed that such
blanket policy may contain a deductible clause, in which case the Master
Servicer shall, in the event that there shall not have been maintained on
the related Mortgaged Property a policy complying with Section 3.4, and
there shall have been a loss which would have been covered by such policy,
deposit in the Collection Account the difference, if any, between the
amount that would have been payable under a policy complying with Section
3.4 and the amount paid under such blanket policy. Upon the request of the
Owner Trustee or the Trustee, the Master Servicer shall cause to be
delivered to the Owner Trustee or the Trustee a certified true copy of such
policy. In connection with its activities as administrator and servicer of
the Mortgage Loans, the Master Servicer agrees to prepare and present, on
behalf of itself, the Owner Trustee, the Trustee, the Noteholders and the
Certificateholders, claims under any such policy in a timely fashion in
accordance with the terms of such policy.

                  SECTION 3.6. Fidelity Bond. The Master Servicer shall
maintain with a responsible company, and at its own expense, a blanket
fidelity bond and an errors and omissions insurance policy, in a minimum
amount acceptable to Fannie Mae or Freddie Mac or otherwise in an amount as
is commercially available at a cost that is not generally regarded as
excessive by industry standards, with broad coverage on all officers,
employees or other persons acting in any capacity requiring such persons to
handle funds, money, documents or papers relating to the Mortgage Loans
("Master Servicer Employees"). Any such fidelity bond and errors and
omissions insurance shall protect and insure the Master Servicer against
losses, including losses resulting from forgery, theft, embezzlement,
fraud, errors and omissions and negligent acts of such Master Servicer
Employees. Such fidelity bond shall also protect and insure the Master
Servicer against losses in connection with the release or satisfaction of a
Mortgage Loan without having obtained payment in full of the indebtedness
secured thereby. No provision of this Section 3.6 requiring such fidelity
bond and errors and omissions insurance shall diminish or relieve the
Master Servicer from its duties and obligations as set forth in this
Agreement. Upon the request of the Owner Trustee or the Trustee, the Master
Servicer shall cause to be delivered to the Owner Trustee or the Trustee a
certified true copy of such fidelity bond and insurance policy.

                  SECTION 3.7. Management and Realization Upon Defaulted
Mortgage Loans. On behalf of the Issuer, the Master Servicer shall manage,
conserve, protect and operate each REO Property for the Noteholders and the
Certificateholders solely for the purpose of its prudent and prompt
disposition and sale. The Master Servicer shall, either itself or through
an agent selected by the Master Servicer, 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 Master Servicer shall attempt to sell the same
(and may temporarily rent the same) on such terms and conditions as the
Master Servicer deems to be in the best interests of the Noteholders and
the Certificateholders. The Master Servicer shall cause to be deposited, no
later than [three] Business Days after the receipt thereof, in the
Collection Account, all revenues received with respect to the related REO
Property and shall retain, or cause the Trustee to withdraw therefrom funds
necessary for the proper operation, management and maintenance of the REO
Property and the fees of any managing agent acting on behalf of the Master
Servicer. The disposition of REO Property shall be carried out by the
Master Servicer for cash at such price, and upon such terms and conditions,
as the Master Servicer deems to be in the best interests of the Noteholders
and the Certificateholders and, as soon as practicable thereafter, the
expenses of such sale shall be paid. The cash proceeds of sale of the REO
Property shall be promptly deposited in the Collection Account, net of
Foreclosure Profits and of any related unreimbursed Servicing Advances,
accrued and unpaid Servicing Fees and unreimbursed Monthly Advances payable
to the Master Servicer in accordance with Section 3.3, for distribution to
the Noteholders and the Certificateholders in accordance with Section 4.4
hereof. The Master Servicer shall foreclose upon or otherwise comparably
convert to ownership Mortgaged Properties securing such of the Mortgage
Loans as come into and continue in default when no satisfactory
arrangements can be made for collection of delinquent payments pursuant to
Section 3.2. In the event that title to any Mortgaged Property is acquired
in foreclosure or by deed in lieu of foreclosure, the deed or certificate
of sale shall be issued to the Owner Trustee, or to its nominee on behalf
of the Noteholders and the Certificateholders.

                  SECTION 3.8. Trustee to Cooperate. Upon payment in full
of any Mortgage Loan, the Master Servicer is authorized to execute,
pursuant to the authorization contained in Section 3.1, if the related
Assignment of Mortgage has been recorded as required hereunder, an
instrument of satisfaction regarding the related Mortgage, which instrument
of satisfaction shall be recorded by the Master Servicer if required by
applicable law and be delivered to the Person entitled thereto. It is
understood and agreed that no expenses incurred in connection with such
instrument of satisfaction or transfer shall be reimbursed from amounts
deposited in the Collection Account. If the Trustee is holding the Mortgage
Files, from time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, the Trustee shall, upon request of the
Master Servicer and delivery to the Trustee of a Request for Release, in
the form approved by the Trustee signed by a Servicing Officer, release the
related Mortgage File to the Master Servicer, and the Trustee shall execute
such documents, in the forms provided by the Master Servicer, as shall be
necessary to the prosecution of any such proceedings or the taking of other
servicing actions. Such Request for Release shall obligate the Master
Servicer to return the Mortgage File to the Trustee when the need therefor
by the Master Servicer no longer exists unless the Mortgage Loan shall be
liquidated, in which case, upon receipt of a certificate of a Servicing
Officer similar to that hereinabove specified, the Request for Release
shall be released by the Trustee to the Master Servicer. In order to
facilitate the foreclosure of the Mortgage securing any Mortgage Loan that
is in default following recordation of the related Assignment of Mortgage
in accordance with the provisions hereof, the Trustee shall, if so
requested in writing by the Master Servicer, execute an appropriate
assignment in the form provided to the Trustee by the Master Servicer to
assign such Mortgage Loan for the purpose of collection to the Master
Servicer (any such assignment shall unambiguously indicate that the
assignment is for the purpose of collection only), and upon such
assignment, such assignee for collection will thereupon bring all required
actions in its own name and otherwise enforce the terms of the Mortgage
Loan and deposit or credit the Net Liquidation Proceeds, exclusive of
Foreclosure Profits, received with respect thereto in the Collection
Account. In the event that all delinquent payments due under any such
Mortgage Loan are paid by the Mortgagor and any other defaults are cured
then the assignee for collection shall promptly reassign such Mortgage Loan
to the Trustee and return it to the place where the related Mortgage File
was being maintained.

                  SECTION 3.9. Servicing Fee. The servicing fee for a
Distribution Date shall equal the product of: (a) one-twelfth, (b) the
Servicing Fee Rate and (c) the Pool Balance as of the first day of the
preceding Due Period (the "Servicing Fee"). The Master Servicer shall also
be entitled to all late payment charges and other administrative fees or
similar charges, including without limitation, Foreclosure Profits, allowed
by applicable law with respect to Mortgage Loans, collected (from whatever
source) on the Mortgage Loans (the "Supplemental Servicing Fee"). The
Master Servicer also shall be entitled to and may retain from Collections
the Servicing Fee, as provided herein. The Master Servicer, in its
discretion at its election, may defer receipt of all or any portion of the
Servicing Fee or Supplemental Servicing Fee for any Due Period to and until
a later Due Period for any reason, including in order to avoid a shortfall
in any payments due on any Notes or Certificates. Any such deferred amount
shall be payable to (or may be retained from subsequent collections by) the
Master Servicer on demand.

                  SECTION 3.10. Master Servicer's Certificate. On each
Determination Date, the Master Servicer shall deliver to the Owner Trustee,
the Trustee and the Initial Beneficial Holder, with a copy to the Rating
Agencies, a Master Servicer's Certificate containing all information
necessary to make the distributions pursuant to Sections 4.5 and 4.6 for
the Due Period preceding the date of such Master Servicer's Certificate.
Mortgage Loans to be purchased by the Master Servicer or to be repurchased
by the Initial Beneficial Holder shall be identified by the Master Servicer
by account number with respect to such Mortgage Loan (as specified in
Exhibit A).

                  SECTION 3.11. Annual Statement as to Compliance; Notice
of Default.

                  (a) The Master Servicer shall deliver to the Owner
Trustee and the Trustee, on or before of each year beginning [ ], 200[ ],
an Officers' Certificate, dated as of December 31 of the preceding year,
stating that: (i) a review of the activities of the Master Servicer during
the preceding twelve-month period (or, in the case of the first such
report, during the period from the Closing Date to December 31, 200[ ]) and
of its performance under this Agreement has been made under such officers'
supervision and (ii) to the best of such officers' knowledge, based on such
review, the Master Servicer has fulfilled all 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. The Trustee shall send a
copy of such certificate and the report referred to in Section 3.10 to the
Rating Agencies. A copy of such certificate and the report referred to in
Section 3.10 may be obtained by any Certificateholder by a request in
writing to the Owner Trustee addressed to the Corporate Trust Office (as
defined in the Trust Agreement) or by any Noteholder by a request in
writing to the Trustee addressed to the Corporate Trust Office. Upon the
telephone request of the Owner Trustee, the Trustee will promptly furnish
the Owner Trustee a list of Noteholders as of the date specified by the
Owner Trustee.

                  (b) The Master Servicer shall deliver to the Owner
Trustee, the Trustee and the Rating Agencies, promptly after having
obtained knowledge thereof, but in no event later than [five] Business Days
thereafter, written notice in an Officers' Certificate of any event which
with the giving of notice or lapse of time, or both, would become a
Servicer Default under Section 7.1(a) or (b).

                  SECTION 3.12. Annual Independent Certified Public
Accountants' Report. The Master Servicer shall cause a firm of independent
certified public accountants, which may also render other services to the
Master Servicer or the Initial Beneficial Holder, to deliver to the Initial
Beneficial Holder, the Owner Trustee and the Trustee on or before of each
year beginning [ ], 200[ ], a letter addressed to the Master Servicer, the
Initial Beneficial Holder, the Owner Trustee and the Trustee and each
Rating Agency, to the effect that such firm has with respect to the Master
Servicer's overall servicing operations examined such operations in
accordance with the requirements of the Uniform Single Audit Program for
Mortgage Bankers during the preceding calendar year (or, in the case of the
first such report, during the period from the Closing Date to December 31,
200[ ]), and stating such firm's conclusions relating thereto. Such report
will also indicate that the firm is independent of the Master Servicer
within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

                  SECTION 3.13. Access to Certain Documentation and
Information Regarding Mortgage Loans. The Master Servicer shall provide to
the Certificateholders and Noteholders access to the Mortgage Files in such
cases where the Certificateholders or Noteholders shall be required by
applicable statutes or regulations to review such documentation as
demonstrated by evidence satisfactory to the Master Servicer in its
reasonable judgment. Access shall be afforded without charge, but only upon
reasonable request and during the normal business hours at the respective
offices of the Master Servicer. Nothing in this Section 3.13 shall affect
the obligation of the Master Servicer to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors and the
failure of the Master Servicer to provide access to information as provided
in this Section 3.13 as a result of such obligation shall not constitute a
breach of this Section 3.13.

                  SECTION 3.14. Master Servicer Expenses. The Master
Servicer shall be required to pay all expenses incurred by it in connection
with its activities hereunder, including fees and disbursements of
independent accountants, taxes imposed on the Master Servicer and expenses
incurred in connection with distributions and reports to Certificateholders
and Noteholders.

                  SECTION 3.15. Advances by the Master Servicer.

                  (a) Not later than the close of business on the [second]
Business Day preceding each Distribution Date, the Master Servicer shall
remit to the Trustee for deposit in the Collection Account an amount, to be
distributed on the related Distribution Date pursuant to Section 4.4(d),
equal to the sum of (a) the interest accrued on each Mortgage Loan at the
Mortgage Rate (or at such lower rate as may be in effect for such Mortgage
Loan pursuant to application of the Civil Relief Act and/or any Debt
Service Reduction) through the related Due Date, but not received as of the
close of business on the Determination Date for such Distribution Date (net
of the Servicing Fee) and (b) with respect to each REO Property which was
acquired during or prior to the related Due Period and as to which a final
disposition did not occur during the related Due Period, an amount equal to
the excess, if any, of interest on the Principal Balance of such REO
Property at the Net Rate for the most recently ended Due Period prior to
the related Determination Date for the related Mortgage Loan over the net
income from the REO Property transferred to the Collection Account for such
Distribution Date pursuant to Section 3.4; such sum being defined herein as
the "Monthly Advance." The Master Servicer may fund all or a portion of the
Monthly Advance with respect to the Mortgage Loans by instructing the
Trustee on such Determination Date to use funds deposited in the Collection
Account which are not part of the Total Distribution Amount for the related
Distribution Date; provided that if such funds are so used the Master
Servicer shall replace such funds on or before any subsequent Determination
Date on which such funds are required to be part of the Total Distribution
Amount.

                  (b) Notwithstanding anything herein to the contrary, no
Servicing Advance or Monthly Advance shall be required to be made hereunder
if the Master Servicer determines that such Servicing Advance or Monthly
Advance would, if made, constitute a Nonrecoverable Advance.

                  SECTION 3.16. Superior Liens. The Master Servicer shall
file (or cause to be filed) of record a request for notice of any action by
a superior lienholder under a First Lien for the protection of the Issuer's
interest, where permitted by local law and whenever applicable state law
does not require that a junior lienholder be named as a party defendant in
foreclosure proceedings in order to foreclose such junior lienholder's
equity of redemption. If the Master Servicer is notified that any superior
lienholder has accelerated or intends to accelerate the obligations secured
by the First Lien, or has declared or intends to declare a default under
the mortgage or the promissory note secured thereby, or has filed or
intends to file an election to have the Mortgaged Property sold or
foreclosed, the Master Servicer shall take, on behalf of the Trust,
whatever actions are necessary to protect the interests of the Noteholders
and the Certificateholders, and/or to preserve the security of the related
Mortgage Loan. The Master Servicer shall advance the necessary funds to
cure the default or reinstate the superior lien, if the Master Servicer
reasonably believes such advance is in the best interests of the
Noteholders and the Certificateholders. The Master Servicer shall not make
such an advance except to the extent that it determines in its reasonable
good faith judgment that the advance would be recoverable from Liquidation
Proceeds on the related Mortgage Loan.

                  SECTION 3.17. Payment of Taxes, Insurance and Other
Charges. With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records reflecting fire and hazard insurance coverage.
With respect to each Mortgage Loan as to which the Master Servicer
maintains escrow accounts, the Master Servicer shall maintain accurate
records reflecting the status of ground rents, taxes, assessments, water
rates and other charges which are or may become a lien upon the Mortgaged
Property and the status of primary mortgage guaranty insurance premiums, if
any, and fire and hazard insurance coverage and shall obtain, from time to
time, all bills for the payment of such charges (including renewal
premiums) and shall effect payment thereof prior to the applicable penalty
or termination date and at a time appropriate for securing maximum
discounts allowable, employing for such purpose deposits of the Mortgagor
in any escrow account which shall have been estimated and accumulated by
the Master Servicer in amounts sufficient for such purposes, as allowed
under the terms of the Mortgage. To the extent that a Mortgage does not
provide for escrow payments, the Master Servicer shall, if it has received
notice of a default or deficiency, monitor such payments to determine if
they are made by the Mortgagor.

                  SECTION 3.18. Appointment of Sub-Servicer. The Master
Servicer may at any time appoint a sub-servicer to perform all or any
portion of its obligations as Master Servicer hereunder; provided, however,
that the Rating Agency Condition shall have been satisfied in connection
therewith; provided further that the Master Servicer shall remain obligated
and be liable to the Issuer, the Owner Trustee, the Trustee, the
Certificateholders and the Noteholders for the servicing and administering
of the Mortgage Loans in accordance with the provisions hereof without
diminution of such obligation and liability by virtue of the appointment of
such sub-servicer and to the same extent and under the same terms and
conditions as if the Master Servicer alone were servicing and administering
the Mortgage Loans. The fees and expenses of the sub-servicer shall be as
agreed between the Master Servicer and its sub-servicer from time to time
and none of the Issuer, the Owner Trustee, the Trustee, the
Certificateholders or the Noteholders shall have any responsibility
therefor.

                                ARTICLE IV

               DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO
                     CERTIFICATEHOLDERS AND NOTEHOLDERS

                  SECTION 4.1. Establishment of Trust Accounts.

                  (a) (i) The Master Servicer, for the benefit of the
Noteholders, shall establish and maintain in the name of the Trustee an
Eligible Deposit Account (the "Note Distribution Account"), bearing a
designation clearly indicating that the funds deposited therein are held
for the benefit of the Noteholders. The Note Distribution Account shall
initially be established with the Trustee.

                  (ii) The Master Servicer, for the benefit of the
         Noteholders and the Certificateholders, shall establish and
         maintain in the name of the Trustee an Eligible Deposit Account
         (the "Reserve Account"), bearing a designation clearly indicating
         that the funds deposited therein are held for the benefit of the
         Noteholders and the Certificateholders. The Reserve Account shall
         be maintained with the Trustee as long as the Trustee is an
         Eligible Institution.

                  (b) Funds on deposit in the Collection Account, the Note
Distribution Account and the Reserve Account (collectively, the "Trust
Accounts") and the Certificate Distribution Account shall be invested by
the Trustee with respect to Trust Accounts and by the Owner Trustee with
respect to the Certificate Distribution Account (or any custodian with
respect to funds on deposit in any such account) in Eligible Investments
selected in writing by the Master Servicer (pursuant to standing
instructions or otherwise); provided, however, it is understood and agreed
that neither the Trustee nor the Owner Trustee shall be liable for any loss
arising from such investment in Eligible Investments. All such Eligible
Investments shall be held by or on behalf of the Trustee or the Owner
Trustee, as applicable, for the benefit of the Noteholders and the
Certificateholders, the Noteholders or the Certificateholders, as
applicable; provided that on each Distribution Date all interest and other
investment income (net of losses and investment expenses) on funds on
deposit therein shall be deposited into the Collection Account and shall be
deemed to constitute a portion of the Interest Distribution Amount. Other
than as permitted by the Rating Agencies, funds on deposit in the
Collection Account, the Note Distribution Account, the Certificate
Distribution Account and the Reserve Account shall be invested in Eligible
Investments that will mature so that such funds will be available at the
close of business on the Transfer Date preceding the following Distribution
Date. Funds deposited in a Trust Account or the Certificate Distribution
Account on a Transfer Date which immediately precedes a Distribution Date
upon the maturity of any Eligible Investments are not required to be
invested overnight.

                  (c) (i) The Trustee shall possess all right, title and
interest in all funds on deposit from time to time in the Trust Accounts
and in all proceeds thereof (including all income thereon) and all such
funds, investments, proceeds and income shall be part of the Owner Trust
Estate. Except as otherwise provided herein, the Trust Accounts shall be
under the sole dominion and control of the Trustee for the benefit of the
Noteholders and the Certificateholders, or the Noteholders, as the case may
be. If, at any time, any of the Trust Accounts or the Certificate
Distribution Account ceases to be an Eligible Deposit Account, the Trustee
(or the Master Servicer on its behalf) or the Owner Trustee, as applicable,
shall within [30] Business Days (or such longer period as to which each
Rating Agency may consent) establish a new Trust Account or a new
Certificate Distribution Account, as applicable, as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new
Trust Account or a new Certificate Distribution Account, as applicable. In
connection with the foregoing, the Master Servicer agrees that, in the
event that any of the Trust Accounts are not accounts with the Trustee, the
Master Servicer shall notify the Trustee in writing promptly upon any of
such Trust Accounts ceasing to be an Eligible Deposit Account.

                  (ii) With respect to the Trust Account Property, the
         Trustee, and with respect to the Certificate Distribution Account,
         the Owner Trustee, agrees, by its respective acceptance hereof,
         that: (A) any Trust Account Property or any property in the
         Certificate Distribution Account that is held in deposit accounts
         shall be held solely in the Eligible Deposit Accounts subject to
         the penultimate sentence of Section 4.1(c)(i); and, except as
         otherwise provided herein, each such Eligible Deposit Account
         shall be subject to the exclusive custody and control of the
         Trustee with respect to the Trust Accounts and the Owner Trustee
         with respect to the Certificate Distribution Account, and the
         Trustee or the Owner Trustee, as applicable, shall have sole
         signature authority with respect thereto; (B) any Trust Account
         Property that constitutes Physical Property shall be delivered to
         the Trustee in accordance with paragraph (a) of the definition of
         Delivery and shall be held, pending maturity or disposition,
         solely by the Trustee or a securities intermediary (as such term
         is defined in Section 8-102(14) of the UCC) acting solely for the
         Trustee; (C) any Trust Account Property that is a book-entry
         security held through the Federal Reserve System pursuant to
         federal book-entry regulations shall be delivered in accordance
         with paragraph (b) of the definition of Delivery and shall be
         maintained by the Trustee, pending maturity or disposition,
         through continued book-entry registration of such Trust Account
         Property as described in such paragraph; and (D) any Trust Account
         Property that is an "uncertificated security" under Article 8 of
         the UCC and that is not governed by clause (C) above shall be
         delivered to the Trustee in accordance with paragraph (c) of the
         definition of Delivery and shall be maintained by the Trustee,
         pending maturity or disposition, through continued registration of
         the Trustee's (or its nominee's) ownership of such security.

                  (iii) The Master Servicer shall have the power, revocable
         by the Trustee or by the Owner Trustee with the consent of the
         Trustee, to instruct the Trustee to make withdrawals and payments
         from the Trust Accounts for the purpose of permitting the Master
         Servicer or the Owner Trustee to carry out its respective duties
         hereunder or permitting the Trustee to carry out its duties under
         the Indenture.

                  SECTION 4.2. Application of Collections. All collections
for the Due Period shall be applied by the Master Servicer to interest and
then to principal. All Liquidation Proceeds shall be applied to the related
Mortgage Loan in accordance with the Master Servicer's customary servicing
procedures.

                  SECTION 4.3. Additional Deposits. The Master Servicer and
the Initial Beneficial Holder shall deposit or cause to be deposited in the
Collection Account the aggregate Purchase Price with respect to Purchased
Mortgage Loans and the Initial Beneficial Holder shall deposit therein all
amounts to be paid under Section 8.1. The Master Servicer will deposit the
aggregate Purchase Price with respect to Purchased Mortgage Loans within
[five] Business Days after such obligations become due, unless the Master
Servicer shall not be required to make deposits within two Business Days of
receipt pursuant to Section 3.2(c) (in which case such deposit will be made
by the related Transfer Date). All such other deposits shall be made on the
Transfer Date following the end of the related Due Period.

                  SECTION 4.4. Distributions.

                  (a) On each Distribution Date, the Trustee shall cause to
be transferred to the Collection Account, in immediately available funds,
the aggregate prepayments for the related Due Period, pursuant to Section
4.2, and any additional amounts required by Section 4.3, in the amounts set
forth in the Master Servicer's Certificate for such Distribution Date. A
single, net transfer may be made.

                  (b) On each Determination Date, the Master Servicer shall
calculate all amounts required to determine the amounts to be deposited
from the Reserve Account into the Collection Account and from the
Collection Account into the Note Distribution Account and the Certificate
Distribution Account.

                  (c) On or before each Distribution Date, the Master
Servicer shall instruct the Trustee (based on the information contained in
the Master Servicer's Certificate delivered on the related Determination
Date pursuant to Section 3.10) to withdraw from the Reserve Account and
deposit in the Collection Account and the Trustee shall so withdraw and
deposit the Reserve Account Transfer Amount for such Distribution Date.

                  (d) On each Distribution Date, the Master Servicer shall
instruct the Trustee (based on the information contained in the Master
Servicer's Certificate delivered on the related Determination Date pursuant
to Section 3.10) to make, and the Trustee shall make, the following
deposits and distributions from the Collection Account for deposit in the
applicable Account by [ ] [A.M.][P.M.], to the extent of the Total
Distribution Amount, in the following order of priority: (i) to the Master
Servicer, from the Total Distribution Amount, the Total Servicing Fee; (ii)
to the Note Distribution Account, from the Total Distribution Amount
remaining after the application of clause (i), the Noteholders' Interest
Distributable Amount; (iii) to the Owner Trustee for deposit in the
Certificate Distribution Account, from the Total Distribution Amount
remaining after the application of clause (i) and clause (ii), the
Certificateholders' Interest Distributable Amount; (iv) to the Note
Distribution Account, from the Total Distribution Amount remaining after
the application of clauses (i) through (iii), the Noteholders' Principal
Distributable Amount; and (v) to the Owner Trustee for deposit in the
Certificate Distribution Account, from the Total Distribution Amount
remaining after the application of clauses (i) through (iv), the
Certificateholders' Principal Distributable Amount; provided, however, that
following the occurrence of an Event of Default pursuant to Section 5.1(i),
5.1(ii), 5.1(iv) or 5.1(v) of the Indenture or an acceleration of the Notes
pursuant to Section 5.2 of the Indenture, amounts on deposit in the
Collection Account will be deposited in the Note Distribution Account to
the extent necessary to pay accrued and unpaid interest on the Notes and
then, to the extent funds are available therefore, principal on the Notes
until the principal balance of each class of Notes has been reduced to
zero, before any amounts are deposited in the Certificate Distribution
Account. Following the payment in full of the Notes, amounts on deposit in
the Collection Account will be deposited in the Certificate Distribution
Account to the extent necessary to pay accrued and unpaid interest on the
Certificates and then, to the extent funds are available therefore,
principal on the Certificates until the principal balance thereof has been
reduced to zero. In the event that the Collection Account is maintained
with an institution other than the Trustee, the Master Servicer shall
instruct and cause such institution to make all deposits and distributions
pursuant to this Section 4.4(c) on the related Transfer Date.

                  SECTION 4.5. Reserve Account.

                  (a) On the Closing Date, the Initial Beneficial Holder
shall deposit the Reserve Account Initial Deposit into the Reserve Account.

                  (b) If the amount on deposit in the Reserve Account on
any Distribution Date (after giving effect to any withdrawals therefrom on
such Distribution Date) is greater than the Specified Reserve Account
Balance for such Distribution Date, the Master Servicer shall instruct the
Trustee to distribute, and the Trustee shall distribute, the amount of the
excess to the Initial Beneficial Holder. Amounts properly distributed to
the Initial Beneficial Holder pursuant to this Section 4.5(b) shall be
deemed released from the Trust and the security interest therein granted to
the Trustee and the Initial Beneficial Holder shall in no event thereafter
be required to refund any such distributed amounts.

                  SECTION 4.6. Statements to Certificateholders and
Noteholders. On each Determination Date, the Master Servicer shall provide
to the Trustee (with a copy to the Rating Agencies) for the Trustee to
forward to each Noteholder of record, to each Paying Agent, if any, and to
the Owner Trustee for the Owner Trustee to forward to each
Certificateholder of record, a statement setting forth at least the
following information as to the Notes and the Certificates to the extent
applicable: (i) the amount of such distribution allocable to principal of
each class of Notes and to the Certificate Balance of the Certificates;
(ii) the amount of such distribution allocable to interest on or with
respect to each class of Notes and to the Certificates; (iii) the aggregate
outstanding principal balance of each class of the Notes and the
Certificate Balance after giving effect to payments allocated to principal
reported under (i) above; (iv) the amount of the Total Servicing Fee paid
to the Master Servicer with respect to the related Due Period; (v) the
amount of the Monthly Advances payment to be made on the Determination
Date; (vi) the amount of the aggregate Realized Losses, if any, for such
Due Period; (vii) the Reserve Account Transfer Amount, if any, for such
Distribution Date, the average of the Charge-off Rates and the Delinquency
Percentages for the three preceding Due Periods, the Specified Reserve
Account Balance for such Distribution Date, the amount distributed to the
Initial Beneficial Holder from the Reserve Account on such Distribution
Date, and the balance of the Reserve Account (if any) on such Distribution
Date, after giving effect to changes therein on such Distribution Date;
(viii) the Noteholders' Interest Carryover Shortfall, the
Certificateholders' Interest Carryover Shortfall, the Noteholders'
Principal Carryover Shortfall, and the Certificateholders' Principal
Carryover Shortfall; (ix) the amounts which are reimbursable to the Master
Servicer for Reimbursable Amounts and Nonrecoverable Advances; (x) the
amount of Servicing Advances for the preceding Due Period; and (xi) the
aggregate Purchase Price paid by the Initial Beneficial Holder or the
Master Servicer with respect to the related Due Period. Each amount set
forth pursuant to paragraph (i), (ii), (vi) or (xi) above shall be
expressed as a dollar amount per $1,000 of the initial principal balance of
the Notes (or class thereof) or the initial Certificate Balance, as
applicable.

                  SECTION 4.7. Net Deposits. As an administrative
convenience, unless the Master Servicer is required to remit collections
within [three] Business Days of receipt thereof, the Master Servicer will
be permitted to make the deposit of collections on the Mortgage Loans and
Purchase Prices for or with respect to the Due Period net of distributions
to be made to the Master Servicer with respect to the Due Period. However,
the Master Servicer will account to the Owner Trustee, the Trustee, the
Noteholders and the Certificateholders as if all deposits, distributions
and transfers were made individually.

                                 ARTICLE V

                       THE INITIAL BENEFICIAL HOLDER

                  SECTION 5.1. Representations of Initial Beneficial
Holder. The Initial Beneficial Holder makes the following representations
on which the Issuer is deemed to have relied in acquiring the Mortgage
Loans. The representations speak as of the execution and delivery of this
Agreement and shall survive the sale of the Mortgage Loans to the Issuer
and the pledge thereof to the Trustee pursuant to the Indenture.

                  (a) Organization and Good Standing. The Initial
Beneficial Holder is duly organized and validly existing as a corporation
in good standing under the laws of the State of Delaware with the corporate
power and authority to own its properties and to conduct its business as
such properties are currently owned and such business is presently
conducted, and had at all relevant times, and has, the power, authority and
legal right to acquire and own the Mortgage Loans.

                  (b) Due Qualification. The Initial Beneficial Holder is
duly qualified to do business as a foreign corporation in good standing,
and has obtained all necessary licenses and approvals in all jurisdictions
in which the ownership or lease of property or the conduct of its business
shall require such qualifications.

                  (c) Power and Authority of the Initial Beneficial Holder.
The Initial Beneficial Holder has the corporate power and authority to
execute and deliver this Agreement and to perform its obligations under
each of the Basic Documents to which the Initial Beneficial Holder is a
party; the Initial Beneficial Holder has full corporate power and authority
to sell and assign the property to be sold and assigned to and deposited
with the Issuer and the Initial Beneficial Holder has duly authorized such
sale and assignment to the Issuer by all necessary corporate action; and
the execution, delivery and performance of each of the Basic Documents to
which the Initial Beneficial Holder is a party has been duly authorized by
the Initial Beneficial Holder by all necessary corporate action.

                  (d) Binding Obligation. This Agreement and each of the
Basic Documents to which the Initial Beneficial Holder is a party
constitute legal, valid and binding obligations of the Initial Beneficial
Holder, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization
and similar laws now or hereafter in effect relating to creditors' rights
generally and subject to general principles of equity (whether applied in a
proceeding at law or in equity).

                  (e) No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do
not result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default
under, the certificate of incorporation or by-laws of the Initial
Beneficial Holder, or any material indenture, agreement or other instrument
to which the Initial Beneficial Holder is a party or by which it shall be
bound; or result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other
instrument (other than pursuant to the Basic Documents); or violate any law
or, to the best of its knowledge, any order, rule or regulation applicable
to the Initial Beneficial Holder of any court or of any federal or state
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Initial Beneficial Holder or
its properties.

                  (f) No Proceedings. There are no proceedings or
investigations pending against the Initial Beneficial Holder or, to its
best knowledge, threatened against the Initial Beneficial Holder, before
any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Initial Beneficial Holder or
its properties: (i) asserting the invalidity of this Agreement or any of
the Basic Documents, the Notes or the Certificates, (ii) seeking to prevent
the issuance of the Notes or the Certificates or the consummation of any of
the transactions contemplated by this Agreement or any of the Basic
Documents, (iii) seeking any determination or ruling that could reasonably
be expected to have a material and adverse effect on the performance by the
Initial Beneficial Holder of its obligations under, or the validity or
enforceability of the Basic Documents, the Notes or the Certificates or
(iv) seeking to affect adversely the federal or state income tax or ERISA
attributes of the Issuer, the Notes or the Certificates.

                  (g) All Consents. All authorizations, consents, orders or
approvals of or registrations or declarations with any court, regulatory
body, administrative agency or other government instrumentality required to
be obtained, effected or given by the Initial Beneficial Holder in
connection with the execution and delivery by the Initial Beneficial Holder
of this Agreement or any of the Basic Documents to which it is a party and
the performance by the Initial Beneficial Holder of the transactions
contemplated by this Agreement or any of the Basic Documents to which it is
a party, have been duly obtained, effected or given and are in full force
and effect, except where failure to obtain the same would not have a
material adverse effect upon the rights of the Issuer, the Noteholders or
the Certificateholders.

                  SECTION 5.2. Limitation on Liability of Initial
Beneficial Holder and Others. The Initial Beneficial Holder and any
director or officer or employee or agent of the Initial Beneficial Holder
may rely in good faith on the advice of counsel or on any document of any
kind, prima facie properly executed and submitted by any Person respecting
any matters arising under any Basic Document (provided that such reliance
shall not limit in any way the Initial Beneficial Holder's obligations
under Sections 2.2 and 2.5). The Initial Beneficial Holder shall not be
under any obligation to appear in, prosecute or defend any legal action
that shall not be incidental to its obligations under this Agreement, and
that in its opinion may involve it in any expense or liability.

                  SECTION 5.3. Initial Beneficial Holder May Own
Certificates or Notes. The Initial Beneficial Holder and any Affiliate
thereof may in its individual or any other capacity become the owner or
pledgee of Certificates or Notes with the same rights as it would have if
it were not the Initial Beneficial Holder or an Affiliate thereof, except
as expressly provided herein or in any Basic Document.

                                ARTICLE VI

                            THE MASTER SERVICER

                  SECTION 6.1. Representations of Master Servicer. The
Master Servicer makes the following representations on which the Issuer is
deemed to have relied in acquiring the Mortgage Loans. The representations
speak as of the execution and delivery of the Agreement and shall survive
the sale of the Mortgage Loans to the Issuer and the pledge thereof to the
Trustee pursuant to the Indenture.

                  (a) Organization and Good Standing. The Master Servicer
is duly organized and validly existing as a corporation in good standing
under the laws of the State of [ ] with the corporate power and authority
to own its properties and to conduct its business as such properties are
currently owned and such business is presently conducted, and had at all
relevant times, and has, the power, authority and legal right to service
the Mortgage Loans.

                  (b) Due Qualification. The Master Servicer is duly
qualified to do business and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of property
or the conduct of its business (including the servicing of the Mortgage
Loans as required by this Agreement) shall require such qualifications.

                  (c) Power and Authority of The Master Servicer. The
Master Servicer has the corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder, and the
execution, delivery and performance of this Agreement have been duly
authorized by the Master Servicer by all necessary corporate action. All
authorizations, consents, orders or approvals of or registrations or
declarations with any court, regulatory body, administrative agency or
other government instrumentality required to be obtained, effected or given
by the Master Servicer in connection with the execution and delivery by the
Master Servicer of this Agreement or any of the Basic Documents to which it
is a party and the performance by the Master Servicer of the transactions
contemplated by this Agreement or any of the Basic Documents to which it is
a party, have been duly obtained, effected or given and are in full force
and effect, except where failure to obtain the same would not have a
material adverse effect upon the rights of the Initial Beneficial Holder,
the Issuer, the Noteholders or the Certificateholders.

                  (d) Binding Obligation. This Agreement constitutes a
legal, valid and binding obligation of the Master Servicer, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium, fraudulent conveyance, reorganization and similar laws now or
hereafter in effect relating to creditors' rights generally, and subject to
general principles of equity (whether applied in a proceeding of law or in
equity).

                  (e) No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do
not result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default
under its charter document or by-laws of the Master Servicer, or any
material indenture, agreement or other instrument to which the Master
Servicer is a party or by which it shall be bound; nor result in the
creation or imposition of any Lien upon any of its properties pursuant to
the terms of any such indenture, agreement or other instrument (other than
pursuant to the Basic Documents); or violate any law or, to the best of its
knowledge, any order, rule or regulation applicable to the Master Servicer
of any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Master Servicer or its properties.

                  (f) No Proceedings. There are no proceedings or
investigations pending against the Master Servicer, or, to its best
knowledge, threatened against the Master Servicer, before any court,
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Master Servicer or its
properties: (i) asserting the invalidity of this Agreement or any of the
Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the
issuance of the Notes or the Certificates or the consummation of any of the
transactions contemplated by this Agreement or any of the Basic Documents,
(iii) seeking any determination or ruling that could reasonably be expected
to have a material and adverse effect on the performance by the Master
Servicer of its obligations under, or the validity or enforceability of
this Agreement or any of the Basic Documents, the Notes or the Certificates
or (iv) seeking to affect adversely the federal or state income tax or
ERISA attributes of the Issuer, the Notes or the Certificates.

                  (g) No Amendment or Waiver. No provision of any Mortgage
Loan has been waived, altered or modified in any respect, except pursuant
to a document, instrument or writing included in the relevant Mortgage
File, and no such amendment, waiver, alteration or modification causes such
Mortgage Loan not to conform to the other warranties contained in this
Section or those of the Initial Beneficial Holder contained in Section 2.3.

                  SECTION 6.2. Indemnities of Master Servicer. The Master
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Master Servicer under this
Agreement. The Master Servicer shall indemnify, defend and hold harmless
the Issuer, the Owner Trustee, the Trustee, the Initial Beneficial Holder,
the Certificateholders and the Noteholders and any of the officers,
directors, employees and agents of the Issuer, the Owner Trustee, the
Trustee or the Initial Beneficial Holder from any and all costs, expenses,
losses, claims, damages and liabilities (including reasonable attorneys'
fees and expenses) to the extent arising out of, or imposed upon any such
Person through, the negligence, willful misfeasance or bad faith of the
Master Servicer in the performance of its obligations and duties under this
Agreement or in the performance of the obligations and duties of any
sub-servicer under any sub-servicing agreement or by reason of the reckless
disregard of its obligations and duties under this Agreement or by reason
of the reckless disregard of the obligations of any sub-servicer under any
sub-servicing agreement, where the final determination that any such cost,
expense, loss, claim, damage or liability arose out of, or was imposed upon
any such Person through, any such negligence, willful misfeasance, bad
faith or recklessness on the part of the Master Servicer or any
sub-servicer, is established by a court of law, by an arbitrator or by way
of settlement agreed to by the Master Servicer. Notwithstanding the
foregoing, if the Master Servicer is rendered unable, in whole or in part,
by virtue of an act of God, act of war, act of domestic or international
terrorism, fires, earthquake or other natural disasters, to satisfy its
obligations under this Agreement, the Master Servicer shall not be deemed
to have breached any such obligation upon the sending of written notice of
such event to the other parties hereto, for so long as the Master Servicer
remains unable to perform such obligation as a result of such event. This
provision shall not be construed to limit the Master Servicer's or any
other party's rights, obligations, liabilities, claims or defenses which
arise as a matter of law or pursuant to any other provision of this
Agreement. The Master Servicer shall indemnify, defend and hold harmless
the Issuer, the Owner Trustee, the Trustee, the Initial Beneficial Holder,
the Certificateholders and the Noteholders or any of the officers,
directors, employees and agents of the Issuer, the Owner Trustee, the
Trustee or the Initial Beneficial Holder from any and all costs, expenses,
losses, claims, damages and liabilities (including reasonable attorneys'
fees and expenses) to the extent arising out of or imposed upon any such
Person as a result of any compensation payable to any sub-servicer
(including any fees payable in connection with the termination of the
servicing activities of such sub-servicer with respect to any Mortgage
Loan) whether pursuant to the terms of any sub-servicing agreement or
otherwise.

                  SECTION 6.3. Merger or Consolidation of, or Assumption of
The Obligations of, Master Servicer. Any Person: (a) into which the Master
Servicer may be merged or consolidated, (b) which may result from any
merger or consolidation to which the Master Servicer shall be a party or
(c) which may succeed to the properties and assets of the Master Servicer,
substantially as a whole, shall be the successor to the Master Servicer
without the execution or filing of any document or any further act by any
of the parties to this Agreement; provided, however, that the Master
Servicer hereby covenants that it will not consummate any of the foregoing
transactions except upon satisfaction of the following: (i) the surviving
Master Servicer (if other than [ ]) executes an agreement of assumption to
perform every obligation of the Master Servicer under this Agreement, (ii)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 6.1 shall have been breached and no
Servicer Default, and no event that, after notice or lapse of time, or
both, would become a Servicer Default shall have occurred and be
continuing, (iii) the Master Servicer shall have delivered to the Owner
Trustee and the Trustee an Officers' Certificate and an Opinion of Counsel
each stating that such consolidation, merger or succession and such
agreement of assumption comply with this Section and that all conditions
precedent, if any, provided for in this Agreement relating to such
transaction have been complied with, and that the Rating Agency Condition
shall have been satisfied with respect to such transaction, (iv) the
surviving Master Servicer shall have a consolidated net worth at least
equal to that of the predecessor Master Servicer, and (v) such transaction
will not result in a material adverse federal or state tax consequence to
the Issuer, the Noteholders or the Certificateholders.

                  SECTION 6.4. Limitation on Liability of Master Servicer
and Others. Neither the Master Servicer nor any of its directors, officers,
employees or agents shall be under any liability to the Issuer, the
Noteholders or the Certificateholders, except as provided under this
Agreement, for any action taken or for refraining from the taking of any
action by the Master Servicer or any sub-servicer pursuant to this
Agreement or for errors in judgment; provided, however, that this provision
shall not protect the Master Servicer or any such person against any
liability that would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of
reckless disregard of obligations and duties under this Agreement. The
Master Servicer or any sub-servicer and any of their respective directors,
officers, employees or agents may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting
any matters arising under this Agreement. Except as provided in this
Agreement the Master Servicer shall not be under any obligation to appear
in, prosecute or defend any legal action that shall be incidental to its
duties to service the Mortgage Loans in accordance with this Agreement, and
that in its opinion may involve it in any expense or liability; provided,
however, that the Master Servicer, may (but shall not be required to)
undertake any reasonable action that it may deem necessary or desirable in
respect of the Basic Documents to protect the interests of the
Certificateholders under this Agreement and the Noteholders under the
Indenture.

                  SECTION 6.5. [ ] Not to Resign as Master Servicer.
Subject to the provisions of Section 6.3, [ ], hereby agrees not to resign
from the obligations and duties hereby imposed on it as Master Servicer
under this Agreement except upon determination that the performance of its
duties hereunder shall no longer be permissible under applicable law or if
such resignation is required by regulatory authorities. Notice of any such
determination permitting the resignation of [ ], as Master Servicer shall
be communicated to the Owner Trustee and the Trustee at the earliest
practicable time (and, if such communication is not in writing, shall be
confirmed in writing at the earliest practicable time) and any such
determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Owner Trustee and the Trustee concurrently with or
promptly after such notice. No such resignation shall become effective
until the earlier of the Trustee or a successor Master Servicer having
assumed the responsibilities and obligations of the resigning Master
Servicer in accordance with Section 7.2 or the date upon which any
regulatory authority requires such resignation.

                                ARTICLE VII

                                  DEFAULT

                  SECTION 7.1. Servicer Default. If any one of the
following events (a "Servicer Default") shall occur and be continuing: (a)
any failure by the Master Servicer to deliver to the Trustee for deposit in
any of the Trust Accounts or the Certificate Distribution Account any
required payment or to direct the Trustee to make any required
distributions therefrom (other than a Monthly Advance required to be made
from its own funds) that shall continue unremedied for a period of [three]
Business Days after written notice of such failure is received by the
Master Servicer from the Owner Trustee or the Trustee or after discovery of
such failure by an Authorized Officer of the Master Servicer; or (b)
failure by the Master Servicer to make any required Servicing Advance which
failure continues unremedied for a period of [30] days, or failure on the
part of the Master Servicer duly to observe or to perform in any material
respect any other covenants or agreements of the Master Servicer set forth
in this Agreement or any other Basic Document, which failure shall: (i)
materially and adversely affect the rights of either the Certificateholders
or Noteholders and (ii) continue unremedied for a period of [30] days after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given: (A) to the Master Servicer by the Owner
Trustee or the Trustee or (B) to the Master Servicer and to the Owner
Trustee and the Trustee by the Holders of Notes evidencing not less than
[66 2/3]% of the Current Principal Amount of the Notes or Holders of
Certificates evidencing not less than [66 2/3]% of the outstanding
Certificate Balance, as applicable (or for such longer period, not in
excess of [30] days, as may be reasonably necessary to remedy such default;
provided that such default is capable of remedy within [30] days and the
Master Servicer delivers an Officers' Certificate to the Owner Trustee and
the Trustee to such effect and to the effect that the Master Servicer has
commenced or will promptly commence, and will diligently pursue, all
reasonable efforts to remedy such default); or (c) any failure of the
Master Servicer to pay any Monthly Advance required to be made from its own
funds pursuant to Section 3.15 that continues unremedied for a period of
one Business Day; or (d) an Insolvency Event occurs with respect to the
Master Servicer or any successor; then, and in each and every case, so long
as the Servicer Default shall not have been remedied, either the Trustee,
or the Holders of Notes evidencing not less than [66 2/3]% of the Current
Principal Amount of the Notes, by notice then given in writing to the
Master Servicer and the Owner Trustee (and to the Trustee if given by the
Noteholders) may terminate all the rights and obligations (other than the
obligations set forth in Section 6.2) of the Master Servicer under this
Agreement. On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer under this
Agreement, whether with respect to the Notes, the Certificates or the
Mortgage Loans or otherwise, shall, without further action, pass to and be
vested in the Trustee or such successor Master Servicer as may be appointed
under Section 7.2; and, without limitation, the Trustee and the Owner
Trustee are hereby authorized and empowered to execute and deliver, on
behalf of the predecessor Master 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 of the Mortgage Loans and related documents, or otherwise.
The predecessor Master Servicer shall cooperate with the successor Master
Servicer, the Trustee and the Owner Trustee in effecting the termination of
the responsibilities and rights of the predecessor Master Servicer under
this Agreement, including the transfer to the successor Master Servicer for
administration by it of all cash amounts that shall at the time be held by
the predecessor Master Servicer for deposit, or shall thereafter be
received by it with respect to a Mortgage Loan. All reasonable costs and
expenses (including attorneys' fees) incurred in connection with
transferring the Mortgage Files to the successor Master Servicer and
amending this Agreement to reflect such succession as Master Servicer
pursuant to this Section shall be paid by the predecessor Master Servicer
upon presentation of reasonable documentation of such costs and expenses.
Upon receipt of notice of the occurrence of a Servicer Default, the Owner
Trustee shall give notice thereof to the Rating Agencies.

                  SECTION 7.2. Appointment of Successor.

                  (a) Upon the Master Servicer's receipt of notice of
termination, pursuant to Section 7.1 or the Master Servicer's resignation
in accordance with the terms of this Agreement, the predecessor Master
Servicer shall continue to perform its functions as Master Servicer under
this Agreement, in the case of termination, only until the date specified
in such termination notice or, if no such date is specified in a notice of
termination, until receipt of such notice and, in the case of resignation,
until the earlier of: (i) the date [90] days from the delivery to the Owner
Trustee and the Trustee of written notice of such resignation (or written
confirmation of such notice) in accordance with the terms of this Agreement
and (ii) the date upon which the predecessor Master Servicer shall become
unable to act as Master Servicer, as specified in the notice of resignation
and accompanying Opinion of Counsel. In the event of the Master Servicer's
termination hereunder, the Trustee shall appoint a successor Master
Servicer, and the successor Master Servicer shall accept its appointment by
a written assumption in form acceptable to the Owner Trustee and the
Trustee. In the event that a successor Master Servicer has not been
appointed at the time when the predecessor Master Servicer has ceased to
act as Master Servicer in accordance with this Section, the Trustee without
further action shall automatically be appointed the successor Master
Servicer and the Trustee shall be entitled to the Servicing Fee.
Notwithstanding the above, the Trustee shall, if it shall be unwilling or
unable so to act, appoint or petition a court of competent jurisdiction to
appoint, any established institution, having a net worth of not less than
$[250,000,000] and whose regular business shall include the servicing of
Mortgage Loans and REO Property, as the successor to the Master Servicer
under this Agreement.

                  (b) Upon appointment, the successor Master Servicer
(including the Trustee acting as successor Master Servicer) shall be the
successor in all respects to the predecessor Master Servicer and shall be
subject to all the responsibilities, duties and liabilities arising
thereafter relating thereto placed on the predecessor Master Servicer and
shall be entitled to the Servicing Fee and all the rights granted to the
predecessor Master Servicer by the terms and provisions of this Agreement.
No successor Master Servicer shall be liable for any acts or omissions of
any predecessor Master Servicer.

                  (c) The Master Servicer may not resign unless it is
prohibited from serving as such by law or by requirement of any regulatory
authority.

                  SECTION 7.3. Payment of Servicing Fee. If the Master
Servicer shall change, the predecessor Master Servicer shall be entitled to
receive any accrued and unpaid Servicing Fees through the date of the
successor Master Servicer's acceptance hereunder in accordance with Section
3.9.

                  SECTION 7.4. Notification to Noteholders and
Certificateholders. Upon any termination of, or appointment of a successor
to, the Master Servicer pursuant to this Article VII, the Owner Trustee
shall give prompt written notice thereof to Certificateholders and the
Trustee shall give prompt written notice thereof to Noteholders subject to
the Rating Agency Condition.

                  SECTION 7.5. Waiver of Past Defaults. The Holders of
Notes evidencing not less than a majority of the Current Principal Amount
of the Notes (or the Holders (as defined in the Trust Agreement) of
Certificates evidencing not less than a majority of the outstanding
Certificate Balance, as applicable, in the case of any default which does
not adversely affect the Trustee or the Noteholders) may, on behalf of all
Noteholders and Certificateholders, waive in writing any default by the
Master Servicer in the performance of its obligations hereunder and its
consequences, except a default in making any required deposits to or
payments from any of the Trust Accounts in accordance with this Agreement.
Upon any such waiver of a past default, such default shall cease to exist,
and any Servicer Default arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend
to any subsequent or other default or impair any right consequent thereto.

                               ARTICLE VIII

                                TERMINATION

                  SECTION 8.1. Optional Purchase of All Mortgage Loans.

                  (a) On the last day of any Due Period immediately
preceding a Determination Date as of which the then outstanding Pool
Balance is [10]% or less of the Original Pool Balance, the Initial
Beneficial Holder shall have the option to purchase the Owner Trust Estate,
other than the Trust Accounts and the Certificate Distribution Account. To
exercise such option, the Initial Beneficial Holder shall deposit pursuant
to Section 4.3 in the Collection Account an amount which, when added to the
amounts on deposit in the Collection Account for such Distribution Date,
equals the sum of: (a) the unpaid principal amount of the then outstanding
Class [ ] Notes, plus accrued and unpaid interest thereon, plus (b) the
Certificate Balance plus accrued and unpaid interest thereon. The Class [ ]
Notes and the Certificates will be redeemed concurrently therewith.

                  (b) Upon any sale of the assets of the Trust pursuant to
Section 9.2 of the Trust Agreement, the Master Servicer shall instruct the
Trustee to deposit the proceeds from such sale after all payments and
reserves therefrom (including the expenses of such sale) have been made
(the "Insolvency Proceeds") in the Collection Account. On the Distribution
Date on which the Insolvency Proceeds are deposited in the Collection
Account (or, if such proceeds are not so deposited on a Distribution Date,
on the Distribution Date immediately following such deposit), the Master
Servicer shall instruct the Trustee to make, and the Trustee shall make,
the following deposits and distributions (after the application on such
Distribution Date of the Total Distribution Amount pursuant to Section 4.4)
from the Insolvency Proceeds and any funds remaining on deposit in the
Reserve Account (including the proceeds of any sale of investments
therein): (i) to the Note Distribution Account, any portion of the
Noteholders' Interest Distributable Amount not otherwise deposited into the
Note Distribution Account on such Distribution Date; (ii) to the Note
Distribution Account, the outstanding principal balance of the Notes (after
giving effect to the reduction in the outstanding principal balance of the
Notes to result from the deposits made in the Note Distribution Account on
such Distribution Date); (iii) to the Owner Trustee for deposit in the
Certificate Distribution Account, any portion of the Certificateholders'
Interest Distributable Amount not otherwise deposited into the Certificate
Distribution Account on such Distribution Date; and (iv) to the Owner
Trustee for deposit in the Certificate Distribution Account, the
Certificate Balance and any Certificateholders' Principal Carryover
Shortfall Amount (after giving effect to the reduction in the Certificate
Balance to result from the deposits made in the Certificate Distribution
Account on such Distribution Date). Any Insolvency Proceeds remaining after
the deposits described above shall be paid to the [Initial Beneificial
Holder].

                  (c) Notice of any termination of the Trust shall be given
by the Master Servicer to the Owner Trustee, the Trustee and the Rating
Agencies as soon as practicable after the Master Servicer has received
notice thereof.

                  (d) Following the satisfaction and discharge of the
Indenture and the payment in full of the principal of and interest on the
Notes, the Certificateholders will succeed to the rights of the Noteholders
hereunder and the Owner Trustee will succeed to the rights of, and assume
the obligations of, the Trustee pursuant to this Agreement.

                                ARTICLE IX

                ADMINISTRATIVE DUTIES OF THE MASTER SERVICER

                  SECTION 9.1. Administrative Duties.

                  (a) Duties With Respect to the Indenture and Depository
Agreements. The Master Servicer shall perform all its duties and the duties
of the Issuer under the Depository Agreements. In addition, the Master
Servicer shall consult with the Owner Trustee as the Master Servicer deems
appropriate regarding the duties of the Issuer under the Indenture and the
Depository Agreements. The Master Servicer shall monitor the performance of
the Issuer and shall advise the Owner Trustee when action is necessary to
comply with the Issuer's duties under the Indenture and the Depository
Agreements. The Master Servicer shall prepare for execution by the Issuer
or shall cause the preparation by other appropriate Persons of all such
documents, reports, filings, instruments, certificates and opinions as it
shall be the duty of the Issuer to prepare, file or deliver pursuant to the
Indenture and the Depository Agreements. In furtherance of the foregoing,
the Master Servicer shall take all appropriate action that is the duty of
the Issuer to take pursuant to the Indenture.

                  (b) Duties with Respect to the Issuer.

                  (i) In addition to the duties of the Master Servicer set
         forth in this Agreement or any of the Basic Documents, the Master
         Servicer shall perform such calculations and shall prepare for
         execution by the Issuer or the Owner Trustee or shall cause the
         preparation by other appropriate Persons of all such documents,
         reports, filings, instruments, certificates and opinions as it
         shall be the duty of the Issuer or the Owner Trustee to prepare,
         file or deliver pursuant to this Agreement or any of the Basic
         Documents, and at the request of the Owner Trustee shall take all
         appropriate action that it is the duty of the Issuer to take
         pursuant to this Agreement or any of the Basic Documents. In
         accordance with the directions of the Owner Trustee, the Master
         Servicer shall administer, perform or supervise the performance of
         such other activities in connection with the Collateral (including
         the Basic Documents) as are not covered by any of the foregoing
         provisions and as are expressly requested by the Owner Trustee and
         are reasonably within the capability of the Master Servicer.

                  (ii) Notwithstanding anything in this Agreement or any of
         the Basic Documents to the contrary, the Master Servicer shall be
         responsible for promptly notifying the Owner Trustee in the event
         that any withholding tax is imposed on the Issuer's payments (or
         allocations of income) to an Owner (as defined in the Trust
         Agreement) as contemplated in Section 5.2(c) of the Trust
         Agreement. Any such notice shall specify the amount of any
         withholding tax required to be withheld by the Owner Trustee
         pursuant to such provision.

                  (iii) Notwithstanding anything in this Agreement or the
         Basic Documents to the contrary, the Master Servicer shall be
         responsible for performance of the duties of the Owner Trustee and
         the Initial Beneficial Holder set forth in Sections 5.6(a), (b),
         (c) and (d) of the Trust Agreement with respect to, among other
         things, accounting and reports to Owners (as defined in the Trust
         Agreement); provided, however, that the Owner Trustee shall retain
         responsibility for the distribution of the Schedule K necessary to
         enable each Certificateholder to prepare its federal and state
         income tax returns.

                  (iv) The Master Servicer shall perform the duties of the
         Master Servicer specified in Section 10.2 of the Trust Agreement
         required to be performed in connection with the resignation or
         removal of the Owner Trustee, and any other duties expressly
         required to be performed by the Master Servicer under this
         Agreement or any of the Basic Documents.

                  (v) In carrying out the foregoing duties or any of its
         other obligations under this Agreement, the Master Servicer may
         enter into transactions with or otherwise deal with any of its
         Affiliates; provided, however, that the terms of any such
         transactions or dealings shall be in accordance with any
         directions received from the Issuer and shall be, in the Master
         Servicer's opinion, no less favorable to the Issuer in any
         material respect.

                  (c) Tax Matters. The Master Servicer shall prepare and
file, on behalf of the Initial Beneficial Holder, all tax returns, tax
elections, financial statements and such annual or other reports of the
Issuer as are necessary for preparation of tax reports as provided in
Article V of the Trust Agreement, including without limitation forms 1099
and 1066. All tax returns will be signed by the Initial Beneficial Holder.

                  (d) Non-Ministerial Matters. With respect to matters that
in the reasonable judgment of the Master Servicer are non-ministerial, the
Master Servicer shall not take any action pursuant to this Article IX
unless within a reasonable time before the taking of such action, the
Master Servicer shall have notified the Owner Trustee and the Trustee of
the proposed action and the Owner Trustee and, with respect to items (A),
(B), (C) and (D) below, the Trustee shall not have withheld consent or
provided an alternative direction. For the purpose of the preceding
sentence, "non-ministerial matters" shall include: (A) the amendment of or
any supplement to the Indenture; (B) the initiation of any claim or lawsuit
by the Issuer and the compromise of any action, claim or lawsuit brought by
or against the Issuer (other than in connection with the collection of the
Mortgage Loans); (C) the amendment, change or modification of this
Agreement or any of the Basic Documents; (D) the appointment of successor
Note Registrars, successor Paying Agents and successor Trustees pursuant to
the Indenture or the appointment of successor Master Servicers or the
consent to the assignment by the Note Registrar, Paying Agent or Trustee of
its obligations under the Indenture; and (E) the removal of the Trustee.

                  (e) Exceptions. Notwithstanding anything to the contrary
in this Agreement, except as expressly provided herein or in the other
Basic Documents, the Master Servicer, in its capacity hereunder, shall not
be obligated to, and shall not: (A) make any payments to the Noteholders or
Certificateholders under the Basic Documents, (B) sell the Indenture Trust
Estate pursuant to Section 5.4 of the Indenture, (C) take any other action
that the Issuer directs the Master Servicer not to take on its behalf or
(D) in connection with its duties hereunder, assume any indemnification
obligation of any other Person.

                  SECTION 9.2. Records. The Master Servicer shall maintain
appropriate books of account and records relating to services performed
under this Agreement, which books of account and records shall be
accessible for inspection by the Issuer at any time during normal business
hours.

                  SECTION 9.3. Additional Information to Be Furnished to
the Issuer. The Master Servicer shall furnish to the Issuer from time to
time such additional information regarding the Collateral as the Issuer
shall reasonably request.

                                 ARTICLE X

                          MISCELLANEOUS PROVISIONS

                  SECTION 10.1. Amendment. This Agreement may be amended by
the Initial Beneficial Holder, the Master Servicer and the Owner Trustee,
with the consent of the Trustee (which consent may not be unreasonably
withheld), but without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity or defect, to correct or
supplement any provisions in this Agreement or for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions in this Agreement or of modifying in any manner the rights of
the Noteholders or the Certificateholders; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel delivered to the
Owner Trustee and the Trustee, adversely affect in any material respect the
interests of any Noteholder or Certificateholder. This Agreement may also
be amended from time to time by the Initial Beneficial Holder, the Master
Servicer and the Owner Trustee, with the consent of the Trustee, the
consent of the Holders of Notes evidencing not less than [a majority] of
the Current Principal Amount of the Notes and the consent of the Holders
(as defined in the Trust Agreement) of Certificates evidencing not less
than [a majority] of the Certificate Balance 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 Noteholders or the Certificateholders; provided, however, that no such
amendment shall: (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Mortgage
Loans or distributions that shall be required to be made for the benefit of
the Noteholders or the Certificateholders or (b) reduce the aforesaid
percentage of the Current Principal Amount of the Notes and the Certificate
Balance, the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all the outstanding Notes
and the Holders (as defined in the Trust Agreement) of all the outstanding
Certificates of each class affected thereby. Prior to the execution of any
such amendment or consent, the Owner Trustee shall furnish written
notification of the substance of such amendment or consent to the Rating
Agencies. Promptly after the execution of any such amendment or consent,
the Owner Trustee shall furnish written notification of the substance of
such amendment or consent to each Certificateholder and the Trustee. It
shall not be necessary for the consent of Certificateholders or Noteholders
pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. Prior to the execution of any amendment to
this Agreement, the Owner Trustee and the Trustee shall be entitled to
receive and rely upon an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement and that all
conditions precedent to the execution and delivery of such amendment have
been satisfied and the Opinion of Counsel referred to in Section 10.2(i)(1)
has been delivered. The Owner Trustee and the Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Owner
Trustee's or the Trustee's, as applicable, own rights, duties or immunities
under this Agreement or otherwise.

                  SECTION 10.2. Protection of Title to Trust.

                  (a) The Initial Beneficial Holder shall execute and file
such financing statements and cause to be executed and filed such
continuation statements, all in such manner and in such places as may be
required by law fully to preserve, maintain and protect the interest of the
Issuer and the interests of the Trustee in the Mortgage Loans and in the
proceeds thereof. The Initial Beneficial Holder shall deliver (or cause to
be delivered) to the Owner Trustee and the Trustee file-stamped copies of,
or filing receipts for, any document filed as provided above, as soon as
available following such filing.

                  (b) Neither the Initial Beneficial Holder nor the Master
Servicer shall change its name, identity or corporate structure in any
manner that would, could or might make any financing statement or
continuation statement filed in accordance with Section 10.2(a) above
seriously misleading within the meaning of Section 9-506(1) of the UCC,
unless it shall have given the Owner Trustee and the Trustee at least [30]
days' prior written notice thereof and shall have promptly filed
appropriate amendments to all previously filed financing statements or
continuation statements.

                  (c) [Each of the Initial Beneficial Holder and the Master
Servicer shall have an obligation to give the Owner Trustee and the Trustee
at least [30] days' prior written notice of any relocation of its principal
executive office if, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new
financing statement and shall promptly file any such amendment.] The Master
Servicer shall at all times maintain each office from which it shall
service Mortgage Loans, and its principal executive office, within the
United States of America.

                  (d) The Master Servicer shall maintain accounts and
records as to each Mortgage Loan accurately and in sufficient detail to
permit: (i) the reader thereof to know at any time the status of such
Mortgage Loan, including payments and recoveries made and payments owing
(and the nature of each) and (ii) reconciliation between payments or
recoveries on (or with respect to) each Mortgage Loan and the amounts from
time to time deposited in the Collection Account in respect of such
Mortgage Loan.

                  (e) The Master Servicer shall maintain its computer
systems so that, from and after the time of sale under this Agreement of
the Mortgage Loans, the Master Servicer's master computer records
(including any backup archives) that refer to a Mortgage Loan shall
indicate clearly the interest of the Issuer and the Trustee in such
Mortgage Loan and that such Mortgage Loan is owned by the Issuer and has
been pledged to the Trustee. Indication of the Issuer's and the Trustee's
interest in a Mortgage Loan shall be deleted from or modified on the Master
Servicer's computer systems when, and only when, the related Mortgage Loan
shall have been paid in full or repurchased by the Initial Beneficial
Holder or purchased by the Master Servicer.

                  (f) If at any time the Initial Beneficial Holder or the
Master Servicer shall propose to sell, grant a security interest in or
otherwise transfer any interest in mortgage loans to any prospective
purchaser, lender or other transferee, the Master Servicer shall give to
such prospective purchaser, lender or other transferee computer tapes,
records or printouts (including any restored from backup archives) that, if
they shall refer in any manner whatsoever to any Mortgage Loan, shall
indicate clearly that such Mortgage Loan has been sold and is owned by the
Issuer and has been pledged to the Trustee.

                  (g) The Master Servicer shall permit the Trustee and its
agents at any time during normal business hours to inspect, audit and make
copies of and abstracts from the Master Servicer's records regarding any
Mortgage Loan.

                  (h) Upon request at any time the Owner Trustee or the
Trustee shall have reasonable grounds to believe that such request is
necessary in connection with the performance of its duties under this
Agreement or any of the Basic Documents, the Master Servicer shall furnish
to the Owner Trustee or to the Trustee, within [ ] Business Days, a list of
all Mortgage Loans (by contract number and name of Mortgagor) then held as
part of the Trust, together with a reconciliation of such list to the
Mortgage Loan Schedule and to each of the Master Servicer's Certificates
furnished before such request indicating removal of Mortgage Loans from the
Trust.

                  (i) The Master Servicer shall deliver to the Owner
Trustee and the Trustee: (1) promptly after the execution and delivery of
this Agreement and of each amendment thereto, an Opinion of Counsel either:
(A) stating that, in the opinion of such counsel, all financing statements
and continuation statements have been executed and filed that are necessary
fully to preserve and protect the interest of the Owner Trustee and the
Trustee in the Mortgage Loans, and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given, or
(B) stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interest; and (2) within [90] days
after the beginning of each calendar year beginning with the first calendar
year beginning more than three months after the Cut-off Date, an Opinion of
Counsel, dated as of a date during such [90]-day period, either: (A)
stating that, in the opinion of such counsel, all financing statements and
continuation statements have been executed and filed that are necessary
fully to preserve and protect the interest of the Owner Trustee and the
Trustee in the Mortgage Loans, and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given, or
(B) stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interest. Each Opinion of Counsel
referred to in clause (l) or (2) above shall specify any action necessary
(as of the date of such opinion) to be taken in the following year to
preserve and protect such interest.

                  (j) The Initial Beneficial Holder shall, to the extent
required by applicable law, cause the Certificates and the Notes to be
registered with the Commission pursuant to Section 12(b) or Section 12(g)
of the Exchange Act within the time periods specified in such sections.

                  SECTION 10.3. Notices. All demands, notices and
communications upon or to the Initial Beneficial Holder, the Master
Servicer, the Owner Trustee, the Trustee or the Rating Agencies under this
Agreement shall be in writing, personally delivered, sent by overnight
courier or mailed by certified mail, return receipt requested, and shall be
deemed to have been duly given upon receipt: (a) in the case of the Initial
Beneficial Holder to Goldman Sachs Mortgage Company, 85 Broad Street, New
York, New York 10004, Attention: Jay Strauss, Esq., (b) in the case of the
Master Servicer to [    ], Attention: [          ], (c) in the case of the
Issuer or the Owner Trustee, at the Corporate Trust Office (as defined in
the Trust Agreement), (c) in the case of the Trustee, at [         ], (d) in
the case of the Rating Agencies to [        ], Attention: [          ].

                  SECTION 10.4. Assignment. Notwithstanding anything to the
contrary contained herein, except as provided in Sections 5.4 and 6.3 and
as provided in the provisions of this Agreement concerning the resignation
of the Master Servicer, this Agreement may not be assigned by the Initial
Beneficial Holder or the Master Servicer.

                  SECTION 10.5. Limitations on Rights of Others. The
provisions of this Agreement are solely for the benefit of the Initial
Beneficial Holder, the Master Servicer, the Issuer, the Owner Trustee and
for the benefit of the Certificateholders, the Trustee and the Noteholders,
as third-party beneficiaries, and nothing in this Agreement, whether
express or implied, shall be construed to give to any other Person any
legal or equitable right, remedy or claim in the Owner Trust Estate or
under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

                  SECTION 10.6. Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

                  SECTION 10.7. Separate Counterparts. This Agreement may
be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.

                  SECTION 10.8. Headings. The headings of the various
Articles and Sections herein are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.

                  SECTION 10.9. Governing Law. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

                  SECTION 10.10. Assignment to Trustee. The Initial
Beneficial Holder hereby acknowledges and consents to any mortgage, pledge,
assignment and grant of a security interest by the Issuer to the Trustee
pursuant to the Indenture for the benefit of the Noteholders of all right,
title and interest of the Issuer in, to and under the Mortgage Loans and/or
the assignment of any or all of the Issuer's rights and obligations
hereunder to the Trustee.

                  SECTION 10.11. Nonpetition Covenant. Notwithstanding any
prior termination of this Agreement, the Master Servicer and the Initial
Beneficial Holder shall not, prior to the date which is one year and one
day after the termination of this Agreement with respect to the Issuer,
acquiesce, petition or otherwise invoke or cause the Issuer to invoke the
process of any court or government authority for the purpose of commencing
or sustaining a case against the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of the Issuer.

                  SECTION 10.12. Limitation of Liability of Owner Trustee
and Trustee.

                  (a) Notwithstanding anything contained herein to the
contrary, this Agreement has been countersigned by the Owner Trustee not in
its individual capacity but solely in its capacity as Owner Trustee of the
Issuer and in no event shall the Owner Trustee in its individual capacity
or, except as expressly provided in the Trust Agreement, as Owner Trustee
have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer. For all
purposes of this Agreement, in the performance of its duties or obligations
hereunder or in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles VI, VII and VIII of the
Trust Agreement.

                  (b) Notwithstanding anything contained herein to the
contrary, this Agreement has been accepted by the Trustee not in its
individual capacity but solely as Trustee and in no event shall the Trustee
have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.

                  SECTION 10.13. Independence of The Master Servicer. For
all purposes of this Agreement, the Master Servicer shall be an independent
contractor and shall not be subject to the supervision of the Issuer or the
Owner Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by
the Issuer, the Master Servicer shall have no authority to act for or
represent the Issuer or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.

                  SECTION 10.14. No Joint Venture. Nothing contained in
this Agreement: (i) shall constitute the Master Servicer and either of the
Issuer or the Owner Trustee as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity,
(ii) shall be construed to impose any liability as such on any of them or
(iii) shall be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the
others.

                          SIGNATURE PAGE TO FOLLOW




                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective duly
authorized officers as of the day and year first above written.

                                        [           ] TRUST 200[ ]-[ ]


                                        By:  [                ], not
                                        in its individual capacity
                                        but solely as Owner Trustee
                                        on behalf of the Trust


                                        By: _________________________________
                                        Name:
                                        Title:


                                        GS MORTGAGE SECURITIES CORP.,
                                        Initial Beneficial Holder


                                        By: _________________________________
                                        Name:
                                        Title:


                                        [           ], Master Servicer


                                        By: _________________________________
                                        Name:
                                        Title:


Acknowledged and Accepted:
[                     ] , not in its individual
capacity but solely as Trustee,


By: ______________________________
Name:
Title:

Acknowledged and Accepted:
[                        ], not in its individual
capacity but solely as Owner Trustee,


By:_________________________________
Name:
Title:


                                 EXHIBIT A

                           MORTGAGE LOAN SCHEDULE