EXHIBIT 4.3

                  FORM OF POOLING AND SERVICING AGREEMENT




                       GS MORTGAGE SECURITIES CORP.,
                         Initial Beneficial Holder,


                                    [ ],

                              Master Servicer,


                                    and
                         THE CHASE MANHATTAN BANK,

                                  Trustee




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

                      POOLING AND SERVICING AGREEMENT

                          Dated as of [ ], 200[ ]

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


                                    [ ]
                     Mortgage Pass-Through Certificates

                             Series 200[ ]-[ ]


                             TABLE OF CONTENTS


                                  EXHIBITS

Exhibit A-1 - Form of Face of Certificates
Exhibit A-2 - Form of Reverse of Certificates
Exhibit B - Mortgage Loan Schedule
Exhibit C - Representations and Warranties of [  ] Concerning the Mortgage Loans
Exhibit D - Form of Request for Release
Exhibit E - Form of Affidavit pursuant to Section 860E(e)(4)
Exhibit F-1 - Form of Investment Letter
Exhibit F-2 - Form of Rule 144A and Related Matters Certificate
Exhibit G - Form of Trustee's Initial Certification
Exhibit H - Form of Trustee's Final Certification



                      POOLING AND SERVICING AGREEMENT

         Pooling and Servicing Agreement dated as of [ ], 200[ ], among GS
Mortgage Securities Corp., a Delaware corporation, as the initial
beneficial holder (the "Initial Beneficial Holder"), [ ], a [ ]
corporation, as master servicer (the "Master Servicer"), and The Chase
Manhattan Bank, a New York banking corporation, as trustee (the "Trustee").



                           PRELIMINARY STATEMENT

         [On or prior to the Closing Date, the Initial Beneficial Holder
has acquired the Mortgage Loans from [ ].] On the Closing Date, the Initial
Beneficial Holder will sell the Mortgage Loans and certain other property
to the Trust Fund and receive in consideration therefor Certificates
evidencing the entire beneficial ownership interest in the Trust Fund. [ ]
will be the Master Servicer for the Mortgage Loans.

         The Trustee shall make an election for the assets constituting
REMIC II to be treated for federal income tax purposes as a REMIC. On [ ],
200[ ] (the "Startup Day"), all the Classes of REMIC II Regular
Certificates will be designated "regular interests" in such REMIC and the
Class R-2 Certificates will be designated the "residual interest" in such
REMIC.

         The Trustee shall make an election for the assets constituting
REMIC I to be treated for federal income tax purposes as a REMIC. On the
Startup Day, all the Classes of Certificates except for the Class R-1,
Class R-2 and Class X Certificates will be designated "regular interests"
in such REMIC and the Class R-1 Certificates will be designated the
"residual interest" in such REMIC. Each component of the Class X
Certificates as described in Section 5.01 (each, a "Separate Component")
will be designated as a "regular interest" in REMIC I.

         The Mortgage Loans will have an Outstanding Principal Balance as
of the Cut-Off Date, after deducting all Scheduled Principal due on or
before the Cut-Off Date, of $[ ]. The initial principal amount of the
Certificates will not exceed such Outstanding Principal Balance.

         In consideration of the mutual agreements herein contained, the
Initial Beneficial Holder, the Master Servicer and the Trustee agree as
follows:


                                 ARTICLE I

                                DEFINITIONS

         Whenever used in this Agreement, the following words and phrases,
unless otherwise expressly provided or unless the context otherwise
requires, shall have the meanings specified in this Article.

         Account: The Custody Account, the Certificate Account (including
each subaccount thereof), the Protected Accounts or the Servicing Accounts
as the context may require.

         Accrued Certificate Interest: For any Certificate (other than a
Class PO Certificate) for any Distribution Date, the interest accrued
during the related Interest Accrual Period at the applicable Pass-Through
Rate on the Current Principal Amount of such Certificate immediately prior
to such Distribution Date, calculated on the basis of a 360-day year
consisting of twelve 30-day months, less: (i) in the case of a Senior
Certificate, such Certificate's share of any Net Interest Shortfall and the
interest portion of Excess Losses and, after the Cross-Over Date, the
interest portion of any Realized Losses and (ii) in the case of a
Subordinate Certificate, such Certificate's share of any Net Interest
Shortfall and the interest portion of any Realized Losses.

         Advancing Date: The [fourth] Business Day preceding the related
Distribution Date.

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

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

         Allocable Share: With respect to each Class of Subordinate
Certificates:

         (a) as to any Distribution Date and amounts distributable pursuant
to clauses (i) and (iii) of the Subordinate Optimal Principal Amount, the
fraction, expressed as a percentage, the numerator of which is the Current
Principal Amount of such Class and the denominator of which is the
aggregate Current Principal Amount of all Classes of the Subordinate
Certificates; and

         (b) as to any Distribution Date and amounts distributable pursuant
to clause (ii), (iv) and (v) of the Subordinate Optimal Principal Amount,
and as to each Class of Subordinate Certificates for which (x) the related
Prepayment Distribution Trigger has been satisfied on such Distribution
Date, the fraction, expressed as a percentage, the numerator of which is
the Current Principal Amount of such Class and the denominator of which is
the aggregate Current Principal Amount of all such Classes and (y) the
related Prepayment Distribution Trigger has not been satisfied on such
Distribution Date, [ ]%; provided that if on a Distribution Date, the
Current Principal Amount of any Class of Subordinate Certificates for which
the related Prepayment Distribution Trigger was satisfied on such
Distribution Date is reduced to zero, any amounts distributed pursuant to
this clause (b), to the extent of such Class's remaining Allocable Share,
shall be distributed to the remaining Classes of Subordinate Certificates
in reduction of their respective Current Principal Amounts in the order of
their numerical Class designations.

         Anniversary Determination Date: The Determination Date occurring
in [ ] of each year that the Certificates are outstanding, commencing in [
], 200[ ].

         Applicable Credit Rating: A rating of [ ], in the case of [ ] or [
] for any long-term deposit or security or a rating of [ ], in the case of
[ ], [ ] or [ ] in the case of [ ], for any short-term deposit or security
(or [ ] or [ ], in the case of [ ], for any Permitted Investment listed in
clause (viii) of the definition thereof).

         Appraised Value: For any Mortgaged Property, the amount set forth
as the appraised value of such Mortgaged Property in an appraisal made for
the mortgage originator in connection with its origination of the related
Mortgage Loan.

         Assumed Final Distribution Date: With respect to each Class of
Certificates, [ ], 20[ ].

         Available Funds: With respect to any Distribution Date, [the sum
of the Group I Available Funds and the Group II Available Funds for such
Distribution Date.]

         Bankruptcy Code: The United States Bankruptcy Code, as amended, as
codified in 11 U.S.C. ss.ss. 101-1330.

         Bankruptcy Coverage Termination Date: The Distribution Date upon
which the Bankruptcy Loss Amount has been reduced to zero or a negative
number (or the Cross-Over Date, if earlier).

         Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient
Valuation or Debt Service Reduction.

         Bankruptcy Loss Amount: As of any Determination Date prior to the
first Anniversary Determination Date, the Bankruptcy Loss Amount shall
equal $[ ], as reduced by the aggregate amount of Bankruptcy Losses since
the Cut-off Date. As of any Determination Date after the first Anniversary
Determination Date, other than an Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal the Bankruptcy Loss Amount on the
immediately preceding Anniversary Determination Date as reduced by the
aggregate amount of Bankruptcy Losses since such preceding Anniversary
Determination Date. As of any Anniversary Determination Date, the
Bankruptcy Loss Amount shall equal the lesser of (x) the Bankruptcy Loss
Amount as of the preceding Determination Date as reduced by any Bankruptcy
Losses for the preceding Distribution Date, and (y) the Formula Amount for
such Anniversary Determination Date.

         The Bankruptcy Loss Amount may be further reduced by the Master
Servicer (including accelerating the manner in which such coverage is
reduced) provided that prior to any such reduction, the Master Servicer
shall obtain written confirmation from each Rating Agency that such
reduction shall not adversely affect the then-current rating assigned to
the related Classes of Certificates by such Rating Agency and shall provide
a copy of such written confirmation to the Trustee.

         Benefit Plan Opinion: The meaning specified in Section 5.07(a)
hereof.

         Book-Entry Certificates: All Classes of Certificates other than
the Class R-1 and Class R-2 Certificates and, to the extent provided in
Section 5.02, the Class B-4, Class B-5 and Class B-6 Certificates.

         Business Day: Any day other than: (a) a Saturday or a Sunday or
(b) another day on which banking institutions or trust companies in New
York, New York, Wilmington, Delaware or [ ] are authorized or obligated by
law or executive order to be closed.

         Buydown Account: A custodial account established and maintained by
a Lender in a Designated Depository Institution, as described in Section
4.05 for deposit of Buydown Funds.

         Buydown Funds: Any amount contributed by the Initial Beneficial
Holder of any Mortgaged Property, the Mortgagee, a Sub-Servicer, the Master
Servicer or another party in order to enable the Mortgagor to reduce the
payments required to be made by the Mortgagor in the early years of a
Mortgage Loan.

         Buydown Mortgage Loan: Any Mortgage Loan as to which a specified
amount of interest is paid out of related Buydown Funds.

         Buydown Period: The period during which Buydown Funds are required
to be applied to a Buydown Mortgage Loan.

         Certificate: Any mortgage pass-through certificate evidencing a
beneficial ownership interest in the Trust Fund signed and countersigned by
the Trustee in substantially the forms annexed hereto as Exhibit A-1 and
A-2, with the blanks therein appropriately completed.

         Certificate Account: The trust account or accounts created and
maintained pursuant to Section 4.02, which shall be denominated "[ ], as
Trustee f/b/o holders of [ ] Mortgage Pass-Through Certificates, Series
200[ ]-[ ] - Certificate Account" which shall have two subaccounts as
provided in Section 4.02.

         Certificate Account Advance: As of any Determination Date, the
amount on deposit in a Protected Account or Custody Account which is not
required to be transferred to the Certificate Account for distribution
during the calendar month in which such Determination Date occurs but which
is deposited in a subaccount of the Certificate Account and used to make a
distribution to Certificateholders during such calendar month on account of
Scheduled Payments on the Mortgage Loans due on the Due Date for such month
not being paid on or before such Determination Date except insofar as such
unpaid amounts are the result of application of the Relief Act.

         Certificate Owner: Any Person who is the beneficial owner of a
Certificate registered in the name of the Depository or its nominee.

         Certificate Register: The register maintained pursuant to Section
5.02.

         Certificateholder: A Holder of a Certificate.

         Class: With respect to the Certificates, [ ], [ ], [ ], [ ], [ ],
[ ], [ ], [ ], [ ], [ ], [ ], [ ], [ ], [ ], [ ], [ ], [ ], [ ], [ ], [ ],
[ ] and [ ]. With respect to the REMIC II Regular Certificates, each such
REMIC II Regular Certificate.

         Class A Certificates: Class [ ], Class [ ], Class [ ], Class [ ],
Class [ ], Classes [ ], Class [ ], Class [ ], Class [ ], Class [ ], Class [
] and Class [ ] Certificates.

         Class A-I Certificates: Class [ ], Class [ ], Class [ ], Class [
], Class [ ], Classes [ ], Class [ ], Class [ ], Class [ ], Class [ ], and
Class [ ] Certificates.

         Class A-I Senior Percentage: Initially [ ]%. On any Distribution
Date, the lesser of (i) [ ]% and (ii) the percentage (carried to six places
rounded up) obtained by dividing the aggregate Current Principal Amounts of
all the Class A-I Certificates and the Residual Certificates immediately
preceding such Distribution Date by the aggregate Scheduled Principal
Balances of all the Group I Mortgage Loans immediately preceding such
Distribution Date.

         Class A-II Senior Percentage: Initially [ ]%. On any Distribution
Date, the lesser of (i) [ ]% and (ii) the percentage (carried to six places
rounded up) obtained by dividing the aggregate Current Principal Amount of
the Class A-II Certificates immediately preceding such Distribution Date by
the aggregate Scheduled Principal Balances of all of the Group II Mortgage
Loans immediately preceding such Distribution Date.

         Class A-I Senior Prepayment Percentage or Class A-II Senior
Prepayment Percentage: On any Distribution Date occurring during the
periods set forth below, as follows:

Period (dates inclusive)        Senior Prepayment Percentage
------------------------        ----------------------------

[    ], 200[ ]                  [      ]%
[    ], 200[ ]                  Class A-I Senior Percentage or Class A-II
                                Senior Percentage, respectively, plus [  ]% of
                                the Group I Subordinate
                                Percentage or Group II Subordinate Percentage,
                                respectively.
[    ], 200[ ]                  Class A-I Senior
                                Percentage or Class A-II
                                Senior Percentage,
                                respectively, plus [ ]% of
                                the Group I Subordinate
                                Percentage or Group II
                                Subordinate Percentage,
                                respectively.
 [                              ], 200[ ] Class A-I Senior
                                Percentage or Class A-II
                                Senior Percentage,
                                respectively, plus [ ]% of
                                the Group I Subordinate
                                Percentage or Group II
                                Subordinate Percentage,
                                respectively.
[    ], 200[ ] and thereafter   Class A-I Senior Percentage or Class A-II
                                Senior Percentage.

         Notwithstanding the foregoing, if on any Distribution Date the
Class A-I Senior Percentage or the Class A-II Senior Percentage exceeds
such respective Senior Percentage as of the Cut-Off Date, the Class A-I
Senior Prepayment Percentage or the Class A-II Senior Prepayment
Percentage, respectively, for such Distribution Date will equal [ ]%. On
the Distribution Date on which the aggregate of the Current Principal
Amounts of the Class A-1 Certificates and the Residual Certificates are
reduced to zero, the Class A-I Senior Prepayment Percentage shall be the
minimum percentage sufficient to effect such reduction and on the
Distribution Date on which the Current Principal Amount of the Class A-II
Certificates is reduced to zero, the Class A-II Senior Prepayment
Percentage shall be the minimum percentage necessary to effect such
reduction; provided that in the circumstances described in paragraph (D) in
Section 6.01(a), prepayments resulting from Mortgage Loans in one Mortgage
Loan Group and otherwise distributable to the Subordinate Certificates will
be distributed to the Senior Certificates related to the other Mortgage
Loan Group.

         In addition, notwithstanding the foregoing, no reduction of a
Senior Prepayment Percentage shall occur on any Distribution Date unless,
as of the last day of the month preceding such Distribution Date either
(a)(i)(X) the aggregate Outstanding Principal Balance of Mortgage Loans in
both Mortgage Loan Groups delinquent 60 days or more (including for this
purpose any Mortgage Loans in foreclosure and Mortgage Loans with respect
to which the related Mortgaged Property has been acquired by the Trust
Fund), averaged over the last six months, as a percentage of the aggregate
Current Principal Amount of the Subordinate Certificates averaged over the
last six months, does not exceed [ ]% or (Y) the aggregate Outstanding
Principal Balance of the Mortgage Loans in both Mortgage Loan Groups
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate Outstanding Principal Balance of all Mortgage
Loans averaged over the last six months, does not exceed [ ]% and (ii)
cumulative Realized Losses on the Mortgage Loans in both Mortgage Loan
Groups do not exceed (a) [ ]% of the Original Subordinate Principal Balance
if such Distribution Date occurs between and including [ ], 200[ ] and [ ],
20[ ], (b) [ ]% of the Original Subordinate Principal Balance if such
Distribution Date occurs between and including [ ], 200[ ] and [ ], 20[ ],
(c) [ ]% of the Original Subordinate Principal Balance if such Distribution
Date occurs between and including [ ], 200[ ] and [ ], 20[ ], (d) [ ]% of
the Original Subordinate Principal Balance if such Distribution Date occurs
between and including [ ], 200[ ] and [ ], 20[ ], and (e) [ ]% of the
Original Subordinate Principal Balance if such Distribution Date occurs
between and including [ ], 200[ ] and [ ], 20[ ]or (b)(i) the outstanding
principal balance of the Mortgage Loans in both Mortgage Loan Groups
delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding principal balance of all of the
Mortgage Loans averaged over the last six months, does not exceed [ ]% and
(ii) Realized Losses on the Mortgage Loans in both Mortgage Loan Groups to
date for such Distribution date are less than [ ]% of the Original
Subordinate Principal Balance.

         Class [ ] Notional Amount: With respect to the Class [ ]
Certificates, an amount equal to the Current Principal Amount of the Class
[ ] Certificates as of the Due Date in the month prior to the month of the
Distribution Date.

         Class [ ] Optimal Principal Amount: With respect to any
Distribution Date occurring within the first five years after the Closing
Date (i.e., prior to the Distribution Date in [ ], 20[ ]) zero. The Class [
] Optimal Principal Amount for any Distribution Date occurring thereafter
will be as follows: for any Distribution Date during the [ ] year after the
Closing Date, [ ]% of the Class [ ] Pro Rata Optimal Principal Amount for
such Distribution Date; for any Distribution Date during the [ ] year after
the Closing Date, [ ]% of the Class [ ] Pro Rata Optimal Principal Amount
for such Distribution Date; for any Distribution Date during the eighth
year after the Closing Date, [ ]% of the Class [ ] Pro Rata Optimal
Principal Amount for such Distribution Date; for any Distribution Date
during the ninth year after the Closing Date, [ ]% of the Class [ ] Pro
Rata Optimal Principal Amount for such Distribution Date; and, for any
Distribution Date thereafter, [ ]% of the Class [ ] Pro Rata Optimal
Distribution Amount for such Distribution Date. Notwithstanding the
foregoing, if on any Distribution Date the Current Principal Amount of each
Class of Class [ ] Certificates (other than the Class [ ] Certificates) has
been reduced to zero, the Class [ ]Optimal Principal Amount shall equal the
Group I Senior Optimal Principal Amount to the extent not distributed on
such Distribution Date to the other Classes of Class [ ] Certificates or
Residual Certificates.

         Class A-I-11 Pro Rata Optimal Principal Amount: With respect to
any Distribution Date, an amount equal to the product of (x) the Group I
Senior Optimal Principal Amount for such Distribution Date multiplied by
(y) a fraction, the numerator of which is the sum of the Current Principal
Amounts of the Class [ ] Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Current
Principal Amounts of all Classes of Class [ ] Certificates and Residual
Certificates immediately prior to such Distribution Date.

         Class B Group I Current Principal Amount: For any Distribution
Date, the aggregate Current Principal Amounts of the Class B Certificates
as of such Distribution Date less the Class B Group II Current Principal
Amount for such Distribution Date.

         Class B Group II Current Principal Amount: For any Distribution
Date, the sum of the Scheduled Principal Balances of the Group II Mortgage
Loans as of such Distribution Date less the Current Principal Amount of the
Class [ ] Certificates as of such Distribution Date.

         [Class PO Cash Shortfall: The difference between the Class PO
Principal Distribution Amount for a Distribution Date and the actual amount
distributed to holders of the Class PO Certificates on such Distribution
Date in the instance where Group I Available Funds are insufficient to make
the full amount of distributions required to be made to holders of the
Class PO Certificates.

         Class PO Deferred Amount: With respect to each Distribution Date
through the Cross-Over Date, the aggregate of all amounts allocable on such
Distribution Date to the Class PO Certificates in respect of the principal
portion of Realized Losses (other than Excess Losses) and Class PO Cash
Shortfall and all amounts previously allocated in respect of such losses
and Class PO Cash Shortfall to the Class PO Certificates and not
distributed on prior Distributions Dates.

         Class PO Deferred Payment Writedown Amount: With respect to any
Distribution Date, the amount if any, distributed on such date in respect
of the Class PO Deferred Amount.

         Class PO Principal Distribution Amount: With respect to each
Distribution Date, an amount, without duplication, equal to the sum of:

                  (i) the applicable PO Percentage of all Scheduled
         Principal due on each Group I Discount Mortgage Loan on the first
         day of the month in which the Distribution Date occurs, as
         specified in the amortization schedule at the time applicable
         thereto (after adjustment for previous principal prepayments and
         the principal portion of Debt Service Reductions after the
         Bankruptcy Coverage Termination Date, but before any adjustment to
         such amortization schedule by reason of any other bankruptcy or
         similar proceeding or any moratorium or similar waiver or grace
         period);

                  (ii) the applicable PO Percentage of the Scheduled
         Principal Balance of each Group I Discount Mortgage Loan which was
         the subject of a Voluntary Principal Prepayment in full received
         by the Master Servicer during the applicable Prepayment Period;

                  (iii) the applicable PO Percentage of all Voluntary
         Principal Prepayments in part received on Group I Discount
         Mortgage Loans during the applicable Prepayment Period;

                  (iv) the lesser of (a) the applicable PO Percentage of
         the sum of (w) the Net Liquidation Proceeds allocable to principal
         on each Group I Discount Mortgage Loan which became a Liquidated
         Mortgage Loan during the related Prepayment Period (other than
         Group I Discount Mortgage Loans described in clause (x)) and (x)
         the Scheduled Principal Balance of each Group I Discount Mortgage
         Loan that was purchased by a primary mortgage insurer during the
         related Prepayment Period as an alternative to paying a claim
         under the related insurance policy, and (b) the applicable PO
         Percentage of the sum of (w) the Scheduled Principal Balance of
         each Group I Discount Mortgage Loan which became a Liquidated
         Mortgage Loan during the related Prepayment Period (other than
         Group I Discount Mortgage Loans described in clause (x)) and (x)
         the Scheduled Principal Balance of each Group I Discount Mortgage
         Loan that was purchased by a primary mortgage insurer during the
         related Prepayment Period as an alternative to paying a claim
         under the related Insurance policy less (y) in the case of clause
         (b), the applicable PO Percentage of the principal portion of
         Excess Losses (other than Debt Service Reductions) with respect to
         Group I Mortgage Loans incurred during the related Prepayment
         Period; and

                  (v) the applicable PO Percentage of the sum of (a) the
         Scheduled Principal Balance of each Group I Discount Mortgage Loan
         which was repurchased by the Master Servicer in connection with
         such Distribution Date and (b) the difference, if any, between the
         Scheduled Principal Balance of a Group I Discount Mortgage Loan
         that has been replaced by the Master Servicer with a substitute
         Group I Discount Mortgage Loan pursuant to the Agreement in
         connection with such Distribution Date and the Scheduled Principal
         Balance of such substitute Group I Discount Mortgage Loan.]

         [Class X Component I Accrued Certificate Interest: For any
Distribution Date, the excess of all interest accrued on the aggregate
Scheduled Principal Balances of the Group I Mortgage Loans at the weighted
average of the Net Rates on such Mortgage Loans during the related Interest
Accrual Period over the sum of (x) all Accrued Certificate Interest on the
Class [ ] Certificates and the Residual Certificates for such Distribution
Date, (y) the portion of the Accrued Certificate Interest on the Class [ ]
Certificates for such Distribution Date that the Class B Group I Current
Principal Amount as of such Distribution Date bears to the aggregate
Current Principal Amounts of the Class [ ] Certificates as of such
Distribution Date, and (z) the portion of (i) any Net Interest Shortfall
and (ii) the interest portion of any Excess Losses, and after the
applicable Cross-Over Date, (iii) the interest portion of any Realized
Losses, allocated to the Class X Certificates that the Class X Component I
Accrued Certificate Interest (determined without regard to this clause (z))
bears to the total Accrued Certificate Interest on the Class X Certificates
(determined without regard to such Net Interest Shortfall, or the interest
portion of Excess Losses or Realized Losses, as applicable). However, if on
any Distribution Date, the interest on the Group II Mortgage Loans at their
Net Rates is less than the Accrued Certificate Interest on the Class [ ]
Certificates, the Class X Component I Accrued Certificate Interest for such
Distribution Date shall equal the Accrued Certificate Interest for the
Class X Certificates.

         Class X Component II Accrued Certificate Interest: For any
Distribution Date, the excess of all interest accrued on the aggregate
Scheduled Principal Balances of the Group II Mortgage Loans at the weighted
average of the Net Rates on such Mortgage Loans during the related Interest
Accrual Period over the sum of (x) all Accrued Certificate Interest on the
Class [ ] Certificates for such Distribution Date, (y) the portion of the
Accrued Certificate Interest on the Class B Certificates for such
Distribution Date that the Class B Group II Current Principal Amount as of
such Distribution Date bears to the aggregate Current Principal Amounts of
the Class B Certificates as of such Distribution Date, and (z) the portion
of (i) any Net Interest Shortfall and (ii) the interest portion of any
Excess Losses, and after the applicable Cross-Over Date, (iii) the interest
portion of any Realized Losses, allocated to the Class X Certificates that
the Class X Component II Accrued Certificate Interest (determined without
regard to this clause (z)) bears to the total Accrued Certificate Interest
on the Class X Certificates (determined without regard to such Net Interest
Shortfall, or the Interest portion of Excess Losses or Realized Losses, as
applicable). However, if on any Distribution Date, the interest on the
Group I Mortgage Loans at their Net Rates is less than the Accrued
Certificate Interest on the Class [ ] Certificates, the Class X Component
II Accrued Certificate Interest for such Distribution Date shall equal the
Accrued Certificate Interest for the Class X Certificates.

         Class X Notional Amount: On any Distribution Date, with respect to
the Class X Certificates, an amount equal to the aggregate Scheduled
Principal Balances of all of the Mortgage Loans.]

         Closing Date: [ ], 200[ ].

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

         Compensating Interest Payments: As defined in Section 6.07.

         Component I: The sum of the 12 Separate Components corresponding
to the Class [ ] Certificates, the Class R-1 Certificates and the Current
Principal Amount of the Class B Certificates which derives its
distributions from Group I Mortgage Loans.

         Component II: The sum of the 2 Separate Components corresponding
to the Class [ ] Certificates and to the Current Principal Amount of the
Class B Certificates which derives its distributions from Group II Mortgage
Loans.

         Corporate Trust Office: The office of the Trustee at which at any
particular time its corporate trust business is administered, which office,
at the date of the execution of this Agreement, is located at [ ],
Attention: [ ].

         Corresponding Class: As indicated in Section 5.01(c).

         Cross-Over Date: The first Distribution Date on which the
aggregate Current Principal Amount of the Subordinate Certificates has been
reduced to zero (giving effect to all distributions on such Distribution
Date).

         Current Principal Amount: With respect to any Certificate as of
any Distribution Date, the initial principal amount of such Certificate
reduced by (A) the sum of (i) all amounts distributed on previous
Distribution Dates on such Certificate with respect to principal (and the
Class PO Cash Shortfall with respect to a Class PO Certificate), (ii) the
principal portion of all Realized Losses allocated prior to such
Distribution Date to such Certificate, and (iii) in the case of a
Subordinate Certificate, such Certificate's pro rata share, if any, of the
Subordinate Certificate Writedown Amount and the Class PO Deferred Payment
Writedown Amount for previous Distribution Dates. With respect to any Class
of Certificates, the Current Principal Amount thereof will equal the sum of
the Current Principal Amounts of all Certificates in such Class.
Notwithstanding the foregoing, solely for purposes of giving consents,
directions, waivers, approvals, requests and notices, the Class R-1 and
Class R-2 Certificates after the Distribution Date on which they receive
the distribution of the last dollar of their original principal amount
shall be deemed to have a Current Principal Amount equal to their Current
Principal Amount on the day immediately preceding such Distribution Date.

         Custody Account: A trust account created and maintained pursuant
to Section 4.04.

         Cut-Off Date: [ ], 200[ ].

         Cut-Off Date Balance: $[ ].

         Debt Service Reduction: Any reduction of the Scheduled Payments
which a Mortgagor is obligated to pay with respect to a Mortgage Loan as a
result of any proceeding under the Bankruptcy Code or any other similar
state law or other proceeding.

         Debtor Relief Laws: Any applicable liquidation, conservatorship,
receivership, bankruptcy, insolvency, rearrangement, moratorium,
reorganization, or similar debtor relief laws affecting the rights of
creditors generally from time to time in effect.

         Defaulted Mortgage Loan: Any Mortgage Loan as to which the
Mortgagor has failed to make unexcused payment in full of three or more
consecutive Scheduled Payments.

         Deficient Valuation: With respect to any Mortgage Loan, a
valuation of the Mortgaged Property by a court of competent jurisdiction in
an amount less than the then outstanding indebtedness under the Mortgage
Loan, which valuation results from a proceeding initiated under the
Bankruptcy Code or any other similar state law or other proceeding.

         Definitive Certificates: The meaning specified in Section 5.01(b)
hereof.

         Depository: The Depository Trust Company, the nominee of which is
Cede & Co., or any successor thereto.

         Depository Agreement: The meaning specified in Section 5.01(a)
hereof.

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

         Designated Depository Institution: A depository institution
(commercial bank, mutual savings bank or savings and loan association) or
trust company (which may include the Trustee), the deposits of which are
fully insured by the FDIC to the extent provided by law.

         Determination Date: The [ ] day of the month of the Distribution
Date, or if such day is not a Business Day, the following Business Day.

         Distribution Date: The [ ] day of any month, beginning in the
month immediately following the month of the initial issuance of the
Certificates, or, if such [ ] day is not a Business Day, the Business Day
immediately following.

         DTC Custodian: [ ], or its successors in interest.

         Due Date: With respect to each Mortgage Loan, the first day of
each month, on which its Scheduled Payment is due.

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

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

         Event of Default: An event described in Section 8.01.

         Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof,
(i) occurring after the Bankruptcy Coverage Termination Date or (ii) if on
such date, in excess of the then-applicable Bankruptcy Loss Amount.

         Excess Fraud Loss: Any Fraud Loss, or portion thereof, (i)
occurring after the Fraud Coverage Termination Date or (ii) if on such
date, in excess of the then-applicable Fraud Loss Amount.

         Excess Liquidation Proceeds: To the extent that such amount is not
required by law to be paid to the related Mortgagor, the amount, if any, by
which Liquidation Proceeds with respect to a Liquidated Mortgage Loan
exceed the sum of (i) the Outstanding Principal Balance of such Mortgage
Loan and accrued but unpaid interest at the related Mortgage Interest Rate
through the last day of the month in which the related Liquidation Date
occurs, plus (ii) related Liquidation Expenses.

         Excess Losses: The sum of any Excess Bankruptcy Losses, Excess
Fraud Losses and Excess Special Hazard Losses.

         Excess Special Hazard Loss: Any Special Hazard Loss, or portion
thereof, (i) occurring after the Special Hazard Termination Date or (ii) if
on such date, in excess of the then-applicable Special Hazard Loss Amount.

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

         FDIC: Federal Deposit Insurance Corporation or any successor
thereto.

         Freddie Mac: Freddie Mac, formerly known as Federal Home Loan
Mortgage Corporation, or any successor thereto.

         Floating Rate Certificates: The Class [ ]Certificates and [ ]
Certificates.

         Formula Amount: As to each Anniversary Determination Date, the
greater of (i) $[ ] and (ii) the product of (x) [ ]% and (y) the Scheduled
Principal Balance of each Mortgage Loan remaining in the Trust whose
original principal balance was [ ]% or greater of the Original Value
thereof.

         Fractional Undivided Interest: With respect to any Class of
Certificates other than the Class [ ] Certificates and the Class X
Certificates, the fractional undivided interest evidenced by any
Certificate of such Class, the numerator of which is the Current Principal
Amount of such Certificate and the denominator of which is the Current
Principal Amount of such Class. With respect to the Class [ ] Certificates,
the fractional undivided interest evidenced by any Certificate of such
Class, the numerator of which is the Class [ ] Notional Amount of such
Certificate and the denominator of which is the Class [ ] Notional Amount
of such Class. With respect to the Class X Certificates, the fractional
undivided interest evidenced by any Certificate of such Class, the
numerator of which is the Notional Amount of such Certificate and the
denominator of which is the Notional Amount of such Class. With respect to
the Certificates in the aggregate, the fractional undivided interest
evidenced by (i) a Class [ ] Certificate or a Class X Certificate will be
deemed to equal [ ]% multiplied by a fraction, the numerator of which is
the Class [ ] Notional Amount or the Class X Notional Amount, as the case
may be, of such Certificate and the denominator of which is the sum of the
Class [ ] Notional Amount and the Class X Notional Amount, (ii) a Class R-1
or Class R-2 Certificate will be deemed to equal [ ]% multiplied by a
fraction the numerator of which is the Current Principal Amount of such
Certificate and the denominator of which is the aggregate Current Principal
Amount of such Classes and (iii) a Certificate of any other Class will be
deemed to equal [ ]% (plus an additional [ ]% if and when the Class [ ] and
Class X Certificates have been paid in full prior to the date of
determination) multiplied by a fraction, the numerator of which is the
Current Principal Amount of such Certificate and the denominator of which
is the Current Principal Amount of all the Certificates.

         Fraud Coverage Termination Date: The Distribution Date upon which
the related Fraud Loss Amount has been reduced to zero or a negative number
(or the Cross-Over Date, if earlier).

         Fraud Loss: Any Realized Loss attributable to fraud in the
origination of the related Mortgage Loan.

         Fraud Loss Amount: As of any Distribution Date after the Cut-Off
Date, (x) prior to the first anniversary of the Cut-Off Date, an amount
equal to $[ ] minus the aggregate amount of Fraud Losses that would have
been allocated to the Subordinate Certificates in accordance with Section
6.02 in the absence of the Loss Allocation Limitation since the Cut-Off
Date, and (y) from the first through the fifth anniversary of the Cut-Off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of
the most recent anniversary of the Cut-Off Date and (b) [ ]% of the
aggregate Outstanding Principal Balance of all of the Mortgage Loans as of
the most recent anniversary of the Cut-Off Date minus (2) the Fraud Losses
that would have been allocated to the Subordinate Certificates in
accordance with Section 6.02 in the absence of the Loss Allocation
Limitation since the most recent anniversary of the Cut-Off Date. After the
fifth anniversary of the Cut-Off Date the Fraud Loss Amount shall be zero.

         Funds Transfer Date: The [ ] day of the month of the Distribution
Date, or if such day is not a Business Day, the preceding Business Day (but
in no event less than two Business Days prior to the related Distribution
Date).

         Global Certificate: Any Private Certificate registered in the name
of the Depository or its nominee, beneficial interests in which are
reflected on the books on the Depository or on the books of a Person
maintaining an account with such Depository (directly or as an indirect
participant in accordance with the rules of such Depository).

         Group I Available Funds or Group II Available Funds: With respect
to any Distribution Date, an amount equal to the aggregate of the following
with respect to the Group I Mortgage Loans or Group II Mortgage Loans,
respectively: (a) all previously undistributed payments on account of
principal (including the principal portion of Scheduled Payments, Principal
Prepayments and the principal portion of Net Liquidation Proceeds) and all
previously undistributed payments on account of interest received after the
Cut-Off Date and on or prior to the related Determination Date, (b) any
Monthly Advances (including Certificate Account Advances) and Compensating
Interest Payments by the Master Servicer with respect to such Distribution
Date and (c) any amount reimbursed by the Master Servicer pursuant to
Sections 4.02(d) and 4.04(d) in connection with losses on Permitted
Investments, except:

                  (i) all payments that were due on or before the Cut-Off
         Date;

                  (ii) all Principal Prepayments and Liquidation Proceeds
         received after the applicable Prepayment Period and all related
         payments of interest;

                  (iii) all payments, other than Principal Prepayments,
         that represent early receipt of Scheduled Payments due on a date
         or dates subsequent to the Due Date in the month in which such
         Distribution Date occurs;

                  (iv) amounts received on particular Mortgage Loans as
         late payments of principal or interest and respecting which, and
         to the extent that, there are any unreimbursed Monthly Advances
         (including Certificate Account Advances);

                  (v) amounts of Monthly Advances (including Certificate
         Account Advances) determined to be Nonrecoverable Advances;

                  (vi) amounts permitted to be withdrawn from the
         Certificate Account pursuant to Section 4.03(a); and

                  (vii) amounts withdrawn by the Trustee pursuant to
         Section 4.03(b) to pay the Trustee's Fee.

         Group I Discount Mortgage Loan: Any Mortgage Loan with a Net Rate
less than [ ]% per annum.

         Group I Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule, all of which shall have Net Rates lower than or
equal to [ ]% per annum.

         Group II Mortgage Loans: The Mortgage Loans identified as such on
the Mortgage Loan Schedule, all of which have Net Rates greater than [ ]%
per annum.

         Group I Senior Optimal Principal Amount or Group II Senior Optimal
Principal Amount: As to any Distribution Date, an amount equal to the sum,
without duplication, of:

                  (viii) the Class [ ] Senior Percentage or the Class [ ]
         Senior Percentage, respectively, of the applicable Non-PO
         Percentage of Scheduled Principal due on the related Due Date on
         each Outstanding Mortgage Loan in the related Mortgage Loan Group
         as of such Due Date as specified in the amortization schedule at
         the time applicable thereto (after adjustments for previous
         Principal Prepayments and the principal portion of Debt Service
         Reductions subsequent to the Bankruptcy Coverage Termination Date
         but before any adjustment to such amortization schedule by reason
         of any bankruptcy (except as aforesaid) or similar proceeding or
         any moratorium or similar waiver or grace period);

                  (ix) the Class [ ] Senior Prepayment Percentage or Class
         [ ] Senior Prepayment Percentage, respectively, of the applicable
         Non-PO Percentage of all Voluntary Principal Prepayments in part
         on Mortgage Loans in the Mortgage Group received during the
         related Prepayment Period, together with the Class A-I Senior
         Prepayment Percentage or Class A-II Senior Prepayment Percentage,
         respectively, of the applicable Non-PO Percentage of the Scheduled
         Principal Balance of each Mortgage Loan in the related Mortgage
         Loan Group which was the subject of a Voluntary Principal
         Prepayment in full during the related Prepayment Period;

                  (x) the lesser of (x) the Class [ ] Senior Prepayment
         Percentage or Class [ ] Senior Prepayment Percentage,
         respectively, of the applicable Non-PO Percentage of the sum of
         (A) all Net Liquidation Proceeds allocable to principal received
         in respect of each Mortgage Loan in the related Mortgage Loan
         Group that became a Liquidated Mortgage Loan during the related
         Prepayment Period (other than Mortgage Loans in the related
         Mortgage Loan Group described in clause (B)) and (B) the Scheduled
         Principal Balance of each such Mortgage Loan purchased by an
         Insurer from the Trustee during the related Prepayment Period
         pursuant to the related Primary Insurance Policy; and (y) the
         Class [ ] Senior Percentage or Class [ ] Senior Percentage,
         respectively, of the applicable Non-PO Percentage of the sum of
         (A) the Scheduled Principal Balance of each Mortgage Loan in the
         related Mortgage Loan Group that became a Liquidated Mortgage Loan
         during the related Prepayment Period (other than Mortgage Loans in
         the related Mortgage Loan Group described in clause (B)) and (B)
         the Scheduled Principal Balance of each such Mortgage Loan that
         was purchased by an Insurer from the Trustee during the related
         Prepayment Period pursuant to the related Primary Insurance
         Policy, as reduced in each case by the Class [ ] Senior Percentage
         or Class [ ] Senior Percentage, respectively, of the applicable
         Non-PO Percentage of the principal portion of any Excess
         Bankruptcy Losses (other than those attributable to Debt Service
         Reductions), Excess Fraud Losses and Excess Special Hazard Losses
         on each Mortgage Loans in the Related Mortgage Loan Group incurred
         during the related Prepayment Period;

                  (xi) the Class [ ] Senior Prepayment Percentage or Class
         [ ] Senior Prepayment Percentage, respectively, of the applicable
         Non-PO Percentage of the Scheduled Principal Balance of each
         Mortgage Loan in the related Mortgage Loan Group which was
         purchased on such Distribution Date pursuant to Section 2.02,
         2.03(d) or 3.19; and

                  (xii) the Class [ ] Senior Prepayment Percentage or Class
         [ ] Senior Prepayment Percentage, respectively, of the applicable
         Non-PO Percentage of the difference, if any, between the Scheduled
         Principal Balance of a Mortgage Loan in the related Mortgage Loan
         Group that has been replaced by the Master Servicer with a
         Substitute Mortgage Loan pursuant to Section 2.04 during the month
         of such Distribution Date and the Scheduled Principal Balance of
         such Substitute Mortgage Loan.

         Group I Subordinate Percentage: On any Distribution Date, [ ]%
minus the applicable Class [ ] Senior Percentage.

         Group II Subordinate Percentage: On any Distribution Date, [ ]%
minus the applicable Class [ ] Senior Percentage.

         Group I Subordinate Prepayment Percentage or Group II Subordinate
Prepayment Percentage: On any Distribution Date, [ ]% minus the applicable
Class [ ] Senior Prepayment Percentage or Class [ ] Senior Prepayment
Percentage, respectively, except that on any Distribution Date after the
Current Principal Amounts of the Class [ ] Certificates and Residual
Certificates and Class [ ] Certificates, respectively, have each been
reduced to zero, the Group I Subordinate Prepayment Percentage or Group II
Subordinate Prepayment Percentage, respectively, will equal [ ]%.

         Holder: The Person in whose name a Certificate is registered in
the Certificate Register, except that, subject to Section 11.05(e), solely
for the purpose of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Initial Beneficial Holder, the
Master Servicer, a Sub-Servicer or the Trustee or any Affiliate thereof
shall be deemed not to be outstanding and the Fractional Undivided Interest
evidenced thereby shall not be taken into account in determining whether
the requisite percentage of Fractional Undivided Interests necessary to
effect any such consent has been obtained.

         Indemnified Persons: The Trustee, its employees and any separate
co-trustee.

         Independent: When used with respect to any specified Person, this
term means that such Person (a) is in fact independent of the Initial
Beneficial Holder or the Master Servicer and of any Affiliate of the
Initial Beneficial Holder or the Master Servicer, (b) does not have any
direct financial interest or any material indirect financial interest in
the Initial Beneficial Holder or the Master Servicer, or any Affiliate of
the Initial Beneficial Holder or the Master Servicer, and (c) is not
connected with the Initial Beneficial Holder or the Master Servicer, or any
Affiliate as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

         Individual Certificate: Any Private Certificate registered in the
name of the Holder other than the Depository or its nominee.

         Initial Beneficial Holder or IBH: GS Mortgage Securities Corp., a
Delaware corporation, or its successors in interest.

         Institutional Accredited Investor: Any Person meeting the
requirements of Rule 501 (a)(1), (2), (3) or (7) of Regulation D under the
Securities Act.

         Insurance Policy: With respect to any Mortgage Loan, any Primary
Insurance Policy, standard hazard insurance policy, flood insurance policy
or title insurance policy.

         Insurance Proceeds: Amounts paid by the insurer under any
Insurance Policy covering any Mortgage Loan or Mortgaged Property other
than amounts required to be paid over to the Mortgagor pursuant to law or
the related Mortgage Note or Security Instrument and other than amounts
used to repair or restore the Mortgaged Property or to reimburse Insured
Expenses.

         Insured Expenses: Expenses covered by any Insurance Policy.

         Insurer: Any issuer of an Insurance Policy.

         Interest Accrual Period: With respect to each Distribution Date,
for each Class of REMIC II Certificates and each Class of Certificates, the
calendar month preceding the month in which the Distribution Date occurs,
commencing in [ ], 200[ ].

         Interest Shortfall: With respect to any Distribution Date and each
Mortgage Loan that during the related Prepayment Period was the subject of
a Voluntary Principal Prepayment, or constitutes a Relief Act Mortgage
Loan, an amount determined as follows:

         (c) partial principal prepayments: The difference between (i) one
month's interest at the applicable Net Rate on the amount of such
prepayment and (ii) the amount of interest for the calendar month of such
prepayment (adjusted to the applicable Net Rate) received at the time of
such repayment;

         (d) principal prepayments in full received during the relevant
Prepayment Period: The difference between (i) one month's interest at the
applicable Net Rate on the Scheduled Principal Balance of such Mortgage
Loan immediately prior to such prepayment and (ii) the amount of interest
for the calendar month of such prepayment (adjusted to the applicable Net
Rate) received at the time of such prepayment;

         (e) Relief Act Mortgage Loans: As to any Relief Act Mortgage Loan,
the excess of (i) 30 days' interest (or, in the case of a principal
prepayment in full, interest to the date of prepayment) on the Scheduled
Principal Balance thereof (or, in the case of a principal prepayment in
part, on the amount so prepaid) at the related Net Rate over (ii) 30 days'
interest (or, in the case of a principal prepayment in full, interest to
the date of prepayment) on such Scheduled Principal Balance (or, in the
case of a Principal Prepayment in part, on the amount so prepaid) at the
Net Rate required to be paid by the Mortgagor as limited by application of
the Relief Act.

         Investment Letter: The letter to be furnished by each
Institutional Accredited Investor which purchases Class [ ], Class [ ] and
Class [ ] Certificates in connection with such purchase, substantially in
the form set forth as Exhibit F-1 hereto.

         LIBOR: The London interbank offered rate for one-month United
States dollar deposits established on each LIBOR Determination Date
pursuant to Section 5.09.

         LIBOR Determination Date: [ ], 200[ ] and, with respect to each
month thereafter until the Current Principal Amount of the Class [ ]
Certificates and the Class [ ] Notional Amount have been reduced to zero,
the second business day prior to the first day of the related Interest
Accrual Period for such Certificates. For purposes of this definition,
"business day" means a day on which banks are open for dealing in foreign
currency and exchange in London and New York City.

         Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which
the Master Servicer has determined that all amounts it expects to recover
from or on account of such Mortgage Loan have been recovered.

         Liquidation Date: With respect to any Liquidated Mortgage Loan,
the date on which the Master Servicer has certified that such Mortgage Loan
has become a Liquidated Mortgage Loan.

         Liquidation Expenses: With respect to a Mortgage Loan in
liquidation, unreimbursed expenses paid or incurred by or for the account
of the Master Servicer and not recovered by the Master Servicer under any
Primary Insurance Policy for reasons other than the Master Servicer's
failure to ensure the maintenance of or compliance with a Primary Insurance
Policy, such expenses including (a) property protection expenses, (b)
property sales expenses, (c) foreclosure and sale costs, including court
costs and reasonable attorneys' fees, and (d) similar expenses reasonably
paid or incurred in connection with liquidation.

         Liquidation Proceeds: Cash received in connection with the
liquidation of a defaulted Mortgage Loan, whether through trustee's sale,
foreclosure sale, Insurance Proceeds, condemnation proceeds or otherwise.

         Loan Summary and Remittance Report: The report to be submitted by
the Master Servicer to the Trustee pursuant to Section 6.05(b).

                  Loan-to-Value Ratio: 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.

         Loss Allocation Limitation: The meaning specified in Section
6.02(d) hereof.

         Master Servicer: With respect to the Mortgage Loans, [ ], or its
successor in interest, or any successor master servicer with respect to the
Mortgage Loans appointed as herein provided.

         Master Servicing Fee: As to any Mortgage Loan and Distribution
Date, an amount equal to the product of (i) the Scheduled Principal Balance
of such Mortgage Loan as of the Due Date in the preceding calendar month
and (ii) the Master Servicing Fee Rate.

         Master Servicing Fee Rate: With respect to each Mortgage Loan, the
per annum rate of [ ]%.

         Monthly Advance: The advance (including a Certificate Account
Advance) required to be made by the Master Servicer on the related
Advancing Date pursuant to Section 6.06.

         Mortgage File: The mortgage documents listed in Section 2.01(b)
pertaining to a particular Mortgage Loan and any additional documents
required to be added to the Mortgage File pursuant to this Agreement.

         Mortgage Interest Rate: The annual rate at which interest accrues
from time to time on any Mortgage Loan pursuant to the related Mortgage
Note, which rate is equal to the "Mortgage Interest Rate" set forth with
respect thereto on the Mortgage Loan Schedule.

         Mortgage Loan: A mortgage loan transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.04 and held as a part of the
Trust Fund, as identified in the Mortgage Loan Schedule, including a
mortgage loan the property securing which has become an REO Property.

         Mortgage Loan Group: Mortgage Loan Group I or Mortgage Loan Group
II.

         Mortgage Loan Group I: The group of Mortgage Loans which is
composed of the Group I Mortgage Loans.

         Mortgage Loan Group II: The group of Mortgage Loans which is
composed of the Group II Mortgage Loans.

         Mortgage Loan Schedule: The schedule, attached hereto as Exhibit B
with respect to the Mortgage Loans and as amended from time to time to
reflect the repurchase or substitution of Mortgage Loans pursuant to this
Agreement, which shall separately identify the Group I Mortgage Loans and
the Group II Mortgage Loans.

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

         Mortgaged Property: Land and improvements securing the
indebtedness of a Mortgagor under the related Mortgage Loan or, in the case
of REO Property, such REO Property. Mortgagor: The obligor on a Mortgage
Note.

         Net Interest Shortfall: With respect to any Distribution Date, the
Interest Shortfall, if any, for such Distribution Date net of Compensating
Interest Payments made with respect to such Distribution Date.

         Net Liquidation Proceeds: As to any Liquidated Mortgage Loan,
Liquidation Proceeds net of (i) Liquidation Expenses which are payable
therefrom to the Master Servicer in accordance with this Agreement and (ii)
unreimbursed advances by the related Sub-Servicer and Monthly Advances
including Certificate Account Advances.

         Net Rate: With respect to each Mortgage Loan, the Mortgage
Interest Rate in effect from time to time less the sum of the Master
Servicing Fee Rate and the Trustee's Fee (expressed as a per annum rate),
each such fee being expressed as a per annum rate.

         Non-Discount Mortgage Loan: Any Mortgage Loan with a Net Rate
equal to or greater than [ ]%.

         Non-PO Percentage: (i) With respect to any Group I Discount
Mortgage Loan, the Net Rate thereof divided by [ ]%, and (ii) with respect
to any Non-Discount Mortgage Loan, [ ]%.

         Nonrecoverable Advance: Any advance (i) which was previously made
or is proposed to be made by the Master Servicer and (ii) which, in the
good faith judgment of the Master Servicer, will not or, in the case of a
proposed advance, would not, be ultimately recoverable by the Master
Servicer from Liquidation Proceeds, Insurance Proceeds or future payments
on the Mortgage Loan for which such advance was made.

         Officer's Certificate: A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President or
Assistant Vice President of the Master Servicer and delivered to the
Trustee, as required by this Agreement.

         Opinion of Counsel: A written opinion of counsel who is or are
acceptable to the Trustee and who, unless required to be Independent (an
"Opinion of Independent Counsel"), may be internal counsel for the Master
Servicer.

         Original Subordinate Principal Balance: The sum of the aggregate
Current Principal Amounts of each Class of Subordinate Certificates as of
the Cut-Off Date.

         Original Value: Except in the case of a refinance Mortgage Loan,
the lesser of the Appraised Value or sales price of a Mortgaged Property at
the time a Mortgage Loan is closed, and for a refinance Mortgage Loan, the
Original Value is the value of such property set forth in an appraisal
acceptable to the Master Servicer.

         Outstanding Mortgage Loan: With respect to any Due Date, a
Mortgage Loan which, prior to such Due Date, was not the subject of a
Principal Prepayment in full, did not become a Liquidated Mortgage Loan and
was not purchased pursuant to Section 2.02, 2.03 or 3.19 or replaced
pursuant to Section 2.04.

         Outstanding Principal Balance: As of the time of any
determination, the principal balance of a Mortgage Loan remaining to be
paid by the Mortgagor, or, in the case of an REO Property, the principal
balance of the related Mortgage Loan remaining to be paid by the Mortgagor
at the time such property was acquired by the Trust Fund less any Net
Insurance Proceeds with respect thereto to the extent applied to principal.

         Pass-Through Rate: As to each Class of Certificates, the rate of
interest set forth, or determined as provided with respect thereto, in
Section 5.01. Any monthly calculation of interest at a stated rate shall be
based upon annual interest at such rate divided by twelve.

         Permitted Investments: Any one or more of the following
obligations or securities:

         (a) direct obligations of, and obligations fully guaranteed by the
United States of America or any agency or instrumentality of the United
States of America the obligations of which are backed by the full faith and
credit of the United States of America;

         (b) (i) demand or time deposits, federal funds or bankers'
acceptances issued by any depository institution or trust company
incorporated under the laws of the United States of America or any state
thereof (including the Trustee acting in its commercial banking capacity)
and subject to supervision and examination by federal and/or state banking
authorities, provided that the commercial paper and/or the short-term
deposit rating and/or the long-term unsecured debt obligations or deposits
of such depository institution or trust company at the time of such
investment or contractual commitment providing for such investment have the
Applicable Credit Rating or better from each Rating Agency and (ii) any
other demand or time deposit or certificate of deposit that is fully
insured by the Federal Deposit Insurance Corporation;

         (c) repurchase obligations with respect to (i) any security
described in clause (a) above or (ii) any other security issued or
guaranteed by an agency or instrumentality of the United States of America,
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) described in clause
(b)(i) above where the Trustee holds the security therefor;

         (f) securities bearing interest or sold at a discount issued by
any corporation (including the Trustee) incorporated under the laws of the
United States of America or any state thereof that have the Applicable
Credit Rating or better from each Rating Agency at the time of such
investment or contractual commitment providing for such investment;
provided, however, that securities issued by any particular corporation
will not be Permitted Investments to the extent that investments therein
will cause the then outstanding principal amount of securities issued by
such corporation and held as part of the Trust to exceed [ ]% of the
aggregate Outstanding Principal Balances and amounts of all the Mortgage
Loans and Permitted Investments held as part of the Trust;

         (g) commercial paper (including both noninterest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than one year after the date of issuance thereof)
having the Applicable Credit Rating or better from each Rating Agency at
the time of such investment;

         (h) a Reinvestment Agreement issued by any bank, insurance company
or other corporation or entity;

         (i) any other demand, money market or time deposit, obligation,
security or investment as may be acceptable to each Rating Agency; and

         (j) any money market funds the collateral of which consists of
obligations fully guaranteed by the United States of America or any agency
or instrumentality of the United States of America the obligations of which
are backed by the full faith and credit of the United States of America
(which may include repurchase obligations secured by collateral described
in clause (i)) and having the Applicable Credit Rating or better from each
Rating Agency;

provided, however, that no instrument or security shall be a Permitted
Investment if such instrument or security evidences a right to receive only
interest payments with respect to the obligations underlying such
instrument or if such security provides for payment of both principal and
interest with a yield to maturity in excess of [ ]% of the yield to
maturity at par.

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

         Physical Certificates: The Class [ ] and Class [ ] Certificates
and, to the extent provided in Section 5.02, the Class [ ], Class [ ] and
Class [ ] Certificates.

         PO Percentage: (i) With respect to any Group I Discount Mortgage
Loan, the fraction, expressed as a percentage, equal to [ ]% I the Net Rate
thereof divided by [ ]%, and (ii) with respect to any Non-Discount Mortgage
Loan, [ ]%.

         Prepayment Distribution Trigger: For a Class of Subordinate
Certificates for any Distribution Date, the Class Prepayment Distribution
Trigger is satisfied if the fraction (expressed as a percentage), the
numerator of which is the aggregate Current Principal Amount of such Class
and each Class of Subordinate Certificates subordinate thereto, if any, and
the denominator of which is the Scheduled Principal Balances of all of the
Mortgage Loans as of the Due Date in the month next preceding such
Distribution Date, equals or exceeds such percentage calculated as of the
Closing Date.

         Prepayment Period: With respect to any Mortgage Loan and any
Distribution Date, the calendar month preceding the month of such
Distribution Date.

         Primary Insurance Policy: Any primary mortgage guaranty insurance
policy issued in connection with a Mortgage Loan which provides
compensation to a Mortgage Note holder in the event of default by the
obligor under such Mortgage Note or the related Security Instrument, or any
replacement policy therefor.

         Principal Prepayment: Any payment (whether partial or full) or
other recovery of principal on a Mortgage Loan which is received in advance
of its scheduled Due Date to the extent that it is not accompanied by an
amount as to interest representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment,
including Insurance Proceeds and the purchase price in connection with any
purchase of a Mortgage Loan, any cash deposit in connection with the
substitution of a Mortgage Loan, and the principal portion of Net
Liquidation Proceeds.

         Private Certificate: Any Class [ ], Class [ ] or Class [ ]
Certificate.

         Protected Account: A trust account established and maintained by
the Master Servicer or any Sub-Servicer with respect to the Mortgage Loans
and with respect to REO Property in a Designated Depository Institution for
receipt of principal and interest and other amounts as described in Section
4.01.

         Qualified Insurer: Any insurance company duly qualified as such
under the laws of the state or states in which the related Mortgaged
Property or Mortgaged Properties is or are located, duly authorized and
licensed in such state or states to transact the type of insurance business
in which it is engaged and approved as an insurer by the Master Servicer,
so long as the claims paying ability of which is acceptable to the Rating
Agencies for pass-through certificates having the same rating as the
Certificates rated by the Rating Agencies as of the Closing Date.

         Rating Agencies: [ ] and [ ].

         Rating Agency Eligible Account: An account, including one
maintained with the Trustee, which either (i) is a trust account maintained
with the trust department of a depository institution or trust company
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia or (ii) is maintained with an
entity which is an institution whose deposits are insured by the FDIC, the
unsecured and uncollateralized long-term debt obligations of which shall be
rated "[ ]" or better by [ ] and [ ], or one of the two highest short-term
ratings by [ ] and [ ], and which is either (a) a federal savings
association duly organized, validly existing and in good standing under the
federal banking laws, (b) an institution duly organized, validly existing
and in good standing under the applicable banking laws of any state, (c) a
national banking association under the federal banking laws, or (d) a
principal subsidiary of a bank holding company.

         Realized Loss: Any (i) Deficient Valuation or (ii) as to any
Liquidated Mortgage Loan, (x) the Outstanding Principal Balance of such
Liquidated Mortgage Loan plus accrued and unpaid interest thereon at the
Mortgage Interest Rate through the last day of the month of such
liquidation less (y) the related Net Liquidation Proceeds.

         Record Date: With respect to any Distribution Date, the close of
business on the last Business Day of the month immediately preceding the
month of such Distribution Date.

         Reinvestment Agreements: One or more reinvestment agreements,
acceptable to the Rating Agencies, from a bank, insurance company or other
corporation or entity (including the Trustee).

         Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940,
as amended.

         Relief Act Mortgage Loan: Any Mortgage Loan as to which the
Scheduled Payment thereof has been reduced due to the application of the
Relief Act.

         REMIC: A real estate mortgage investment conduit, as defined in
the Code.

         REMIC I: That group of assets contained in the Trust Fund
designated as a REMIC consisting of the REMIC II Regular Certificates.

         REMIC II: That group of assets contained in the Trust Fund
designated as a REMIC consisting of (i) the Mortgage Loans, (ii) the
Certificate Account, (iii) any REO Property and (iv) any proceeds of the
foregoing. Expenses and fees of the Trust shall be paid by REMIC II.

         REMIC II Certificates: The REMIC II Regular Certificates and the
Class R-2 Certificates.

         REMIC II Regular Certificates: As defined in Section 5.01.

         REMIC Opinion: An Opinion of Independent Counsel, to the effect
that the proposed action described therein would not, under the REMIC
Provisions, (i) cause either REMIC I or REMIC II to fail to qualify as a
REMIC while any regular interest in either REMIC I or REMIC II is
outstanding, (ii) result in a tax on prohibited transactions or (iii)
constitute a taxable contribution after the Startup Day.

         REMIC Provisions: The provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of the Code,
and related provisions and regulations promulgated thereunder, as the
foregoing may be in effect from time to time.

         REO Property: A Mortgaged Property acquired in the name of the
Trustee, for the benefit of Certificateholders, by foreclosure or
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

         Repurchase Price: With respect to any Mortgage Loan (or any
property acquired with respect thereto) required to be repurchased pursuant
to Section 2.02 or 2.03 an amount equal to the sum of (i) [ ]% of the
Outstanding Principal Balance of such Mortgage Loan as of the date of
repurchase (or if the related Mortgaged Property was acquired with respect
thereto, [ ]% of the Outstanding Principal Balance at the date of the
acquisition) plus (ii) accrued but unpaid interest on the Outstanding
Principal Balance at the related Mortgage Interest Rate, through and
including the last day of the month of repurchase reduced by (ii) any
portion of the Master Servicing Fee or advances payable to the purchaser of
the Mortgage Loan.

         Request for Release: A request for release in the form attached
hereto as Exhibit D.

         Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under
this Agreement with respect to such Mortgage Loan.

         Residual Certificates: The Class [ ] and Class [ ] Certificates.

         Responsible Officer: Any officer assigned to the corporate trust
department or similar department of the Trustee (or any successor division
or department thereto), 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.

         [Rule 144A Certificate: The certificate to be furnished by each
purchaser of a Private Certificate which is a Qualified Institutional Buyer
as defined under Rule 144A promulgated under the Securities Act,
substantially in the form set forth as Exhibit F-2 hereto.]

         Scheduled Payment: With respect to any Mortgage Loan and any
month, the scheduled payment or payments of principal and interest due
during such month on such Mortgage Loan which either is payable by a
Mortgagor in such month under the related Mortgage Note or, in the case of
REO Property, would otherwise have been payable under the related Mortgage
Note.

         Scheduled Principal: The principal portion of any Scheduled
Payment.

         Scheduled Principal Balance: With respect to any Mortgage Loan on
any Distribution Date, (A) the unpaid principal balance of such Mortgage
Loan as of the close of business on the Due Date in the month preceding the
month of such Distribution Date (i.e., taking account of the principal
payment to be made on such Due Date and irrespective of any delinquency in
its payment), as specified in the amortization schedule at the time
relating thereto (before any adjustment to such amortization schedule by
reason of any bankruptcy or similar proceeding occurring after the Cut-Off
Date (other than a Deficient Valuation) or any moratorium or similar waiver
or grace period) less (B) any Principal Prepayments (including the
principal portion of Net Liquidation Proceeds) received during or prior to
the related Prepayment Period; provided that the Scheduled Principal
Balance of a Liquidated Mortgage Loan is zero.

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

         Securities Legend: The following: "THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF
ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND
ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN
ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR"
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) (OR ANY
ENTITY IN WHICH ALL OF THE EQUITY HOLDERS COME WITHIN SUCH PARAGRAPHS) OF
REGULATION D UNDER THE SECURITIES ACT PURCHASING NOT FOR DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE
OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) AN
OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS OF
THE UNITED STATES. THIS CERTIFICATE MAY NOT BE TRANSFERRED TO "BENEFIT PLAN
INVESTORS," AS SUCH TERM IS DEFINED IN 29 C.F.R. ss.ss. 2510.3-101., UNLESS
THE PROPOSED TRANSFEREE PROVIDES A BENEFIT PLAN OPINION TO THE TRUSTEE."

         Security Instrument: A written instrument creating a valid [first]
lien on a Mortgaged Property securing a Mortgage Note, which may be any
applicable form of mortgage, deed of trust, deed to secure debt or security
deed, including any riders or addenda thereto.

         Seller Contract: The Mortgage Loan Purchase Agreement dated as of
[ ], 200[ ], among [ ], as seller, [ , as guarantor], and [ ], as
purchaser, and all amendments thereof and supplements thereto.

         Senior Certificates: The Class [ ], Class [ ], Class [ ], Class [
], Class [ ], Class [ ], Class [ ], Class [ ], Class [ ], Class [ ], Class
[ ], Class [ ], Class [ ], Class [ ], Class [ ] and Class [ ] Certificates.

         Senior Percentage: The Class [ ] Senior Percentage or the Class [
] Senior Percentage.

         Senior Prepayment Percentage: The Class [ ] Senior Prepayment
Percentage or the Class [ ] Senior Prepayment Percentage.

         Separate Component: As defined in footnote (3) to the table in
Section 5.01(c) and which compose Component I and Component II.

         Servicing Account: The separate trust account created and
maintained by the Master Servicer or each Sub-Servicer with respect to the
Mortgage Loans or with respect to REO Property in a Designated Depository
Institution for collection of taxes, assessments, insurance premiums and
comparable items as described in Section 3.07.

         Servicing Officer: Any officer of the Master Servicer or of an
agent or independent contractor through which all or part of the Master
Servicer's master 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.

         Special Hazard Loss: (a) A Realized Loss suffered by a Mortgaged
Property on account of direct physical loss, exclusive of (i) any loss
covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property under Section 3.10 and
(ii) any loss caused by or resulting from:

                           (A) normal wear and tear;

                           (B) conversion or other dishonest act on the
                  part of the Trustee, the Master Servicer or any of their
                  agents or employees; or

                           (C) errors in design, faulty workmanship or
                  faulty materials, unless the collapse of the property or
                  a part thereof ensues; or

(b) any Realized Loss suffered by the Trust Fund arising from or related to
the presence or suspected presence of hazardous wastes or hazardous
substances on a Mortgaged Property unless such loss to a Mortgaged Property
is covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property under Section 3.10.

         Special Hazard Loss Amount: As of any Distribution Date, an amount
equal to $[ ] minus the sum of (a) the aggregate amount of Special Hazard
Losses that would have been allocated to the Subordinate Certificates in
accordance with Section 6.02 in the absence of the Loss Allocation
Limitation and (b) the Adjustment Amount (as defined below) as most
recently calculated. On each anniversary of the Cut-Off Date, the
"Adjustment Amount" shall be equal to the amount, if any, by which the
amount calculated in accordance with the preceding sentence (without giving
effect to the deduction of the Adjustment Amount for such anniversary)
exceeds the lesser of (i) the greater of (A) the product of the Special
Hazard Percentage for such anniversary multiplied by the Outstanding
Principal Balance of all the Mortgage Loans on the Distribution Date
immediately preceding such anniversary and (B) twice the Outstanding
Principal Balance of the Mortgage Loan which has the largest Outstanding
Principal Balance on the Distribution Date immediately preceding such
anniversary, and (ii) an amount calculated by the Master Servicer and
approved by each Rating Agency, which amount shall not be less than $[ ].

         Special Hazard Percentage: As of each anniversary of the Cut-Off
Date, the greater of (a) [ ]% and (b) the largest percentage obtained by
dividing (i) the aggregate Outstanding Principal Balance (as of the
immediately preceding Distribution Date) of the Mortgage Loans secured by
Mortgaged Properties located in a single, five-digit zip code area in the
State of [ ] by (ii) the Outstanding Principal Balance of all the Mortgage
Loans as of the immediately preceding Distribution Date.

         Special Hazard Termination Date: The Distribution Date upon which
the Special Hazard Loss Amount has been reduced to zero or a negative
number (or the Cross-Over Date, if earlier).

         Startup Day: [ ], 200[ ].

         Subordinate Certificate Writedown Amount: As to any Distribution
Date, the amount by which (a) the sum of the Current Principal Amounts of
all the Certificates (after giving effect to the distribution of principal
and the allocation of Realized Losses and the Class PO Deferred Payment
Writedown Amount in reduction of the Current Principal Amounts of the
Certificates on such Distribution Date) exceeds (b) the aggregate Scheduled
Principal Balances of the Mortgage Loans on the first day of the month of
such Distribution Date, less any Deficient Valuation occurring on or prior
to the Bankruptcy Coverage Termination Date.

         Subordinate Certificates: Class [ ], Class [ ], Class [ ], Class [
], Class [ ] and Class [ ] Certificates.

         Subordinate Optimal Principal Amount: As to any Distribution Date,
an amount equal to the sum, without duplication, of the following (but in
no event greater than the aggregate Current Principal Amounts of the
Subordinate Certificates immediately prior to such Distribution Date):

         (a) the Group I Subordinate Percentage or Group II Subordinate
Percentage, as applicable, of the applicable Non-PO Percentage of Scheduled
Principal due on the related Due Date on each Outstanding Mortgage Loan in
the related Mortgage Loan Group as of such Due Date as specified in the
amortization schedule at the time applicable thereto (after adjustment for
previous Principal Prepayments and the principal portion of Debt Service
Reductions subsequent to the Bankruptcy Coverage Termination Date but
before any adjustment to such amortization schedule by reason of any
bankruptcy (other than as aforesaid) or similar proceeding or any
moratorium or similar waiver or grace period);

         (b) the Group I Subordinate Prepayment Percentage or Group II
Subordinate Prepayment Percentage, as applicable, of the applicable Non-PO
Percentage of all Voluntary Principal Prepayments in part on Mortgage Loans
in the related Mortgage Group received during the related Prepayment
Period, and [ ]% of any Group I Senior Optimal Principal Amount or Group II
Senior Optimal Principal Amount, as applicable, not distributed to the
related Senior Certificates on such Distribution Date, together with the
Group I Subordinate Prepayment Percentage or Group II Subordinate
Prepayment Percentage, as applicable, of the Scheduled Principal Balance of
each Mortgage Loan in the related Mortgage Loan Group which was the subject
of a Voluntary Principal Prepayment in full during the related Prepayment
Period;

         (c) the excess, if any, of the applicable Non-PO Percentage of (i)
the sum of (A) all Net Liquidation Proceeds allocable to principal on
Mortgage Loans in the related Mortgage Loan Group received during the
related Prepayment Period (other than in respect of Mortgage Loans
described in clause (B)) and (B) the Scheduled Principal Balance of each
Mortgage Loan in the related Mortgage Loan Group that was purchased by an
Insurer from the Trustee during the related Prepayment Period pursuant to
the related Primary Insurance Policy, over (ii) the sum of the amounts
distributable pursuant to clause (c) of the definitions of Group I Senior
Optimal Principal Amount or Group II Senior Optimal Principal Amount,
respectively, on such Distribution Date; and

         (d) the Group I Subordinate Prepayment Percentage or Group II
Subordinate Prepayment Percentage of the applicable Non-PO Percentage of
the Scheduled Principal Balance of each Mortgage Loan in the related
Mortgage Loan Group which was purchased on such Distribution Date pursuant
to Section 2.02, 2.03(d) or 3.19; and

         (e) the Group I Subordinate Prepayment Percentage or Group II
Subordinate Prepayment Percentage of the applicable Non-PO Percentage of
the difference, if any, between the Scheduled Principal Balance of a
Mortgage Loan in the related Mortgage Loan Group that has been replaced by
the Master Servicer with a Substitute Mortgage Loan pursuant to Section
2.04 during the month of such Distribution Date and the Scheduled Principal
Balance of such Substitute Mortgage Loan.

         After the aggregate current Principal Amounts of the Subordinate
Certificates have been reduced to zero, the Group I Subordinate Optimal
Principal Amount and Group II Subordinate Optimal Principal Amount shall
each be zero.

         Subordinate Percentage: A Group I Subordinate Percentage or Group
II Subordinate Percentage.

         Subordinate Prepayment Percentage: A Group I Subordinate
Prepayment Percentage or a Group II Subordinate Prepayment Percentage.

         Sub-Servicer: Any Person with which the Master Servicer has
entered into a Sub-Servicing Agreement and which meets the qualifications
of a Sub-Servicer pursuant to Section 3.02.

         Sub-Servicing Agreement: The written contract between the Master
Servicer and a Sub-Servicer and any successor Sub-Servicer relating to
servicing and administration of certain Mortgage Loans as provided in
Section 3.02.

         Substitute Mortgage Loan: A mortgage loan tendered to the Trustee
pursuant to Section 2.04, in each case, in the opinion of the Master
Servicer, (a) which has an Outstanding Principal Balance not materially
greater nor materially less than the Mortgage Loan for which it is to be
substituted; (b) which has a Mortgage Interest Rate and Net Rate not less
than, and not materially greater than, such Mortgage Loan; (c) which has a
maturity date not materially earlier or later than such Mortgage Loan and
not later than the latest maturity date of any Mortgage Loan; (d) which is
of the same property type and occupancy type as such Mortgage Loan; (e)
which has a Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of
such Mortgage Loan; (f) which is current in payment of principal and
interest as of the date of substitution; and (g) as to which the payment
terms do not vary in any material respect from the payment terms of the
Mortgage Loan for which it is to be substituted. The opinion of the Master
Servicer shall be evidenced by an Officer's Certificate delivered to the
Trustee.

         Tax Matters Person: [ ], or any successor thereto or assignee
thereof.

         Trust Fund or Trust: The corpus of the trust created by this
Agreement, consisting of the Mortgage Loans and the other assets described
in Section 2.01(a).

         Trustee: The Chase Manhattan Bank, or its successor in interest,
or any successor trustee appointed as herein provided.

         Trustee's Fees: With respect to each Distribution Date, the amount
to be paid to the Trustee calculated monthly on a Mortgage Loan by Mortgage
Loan basis, equal to the sum of (i) with respect to each Mortgage Loan
which has been prepaid in full during the related Prepayment Period, the
product of (a) the amount of the Principal Prepayment, (b) [ ]% per annum
and (c) a fraction, the numerator of which is the number of days elapsed
from the Due Date in the month prior to the month of such Distribution Date
to the date of Principal Prepayment and the denominator of which is 365,
and (ii) with respect to all other Mortgage Loans, the product of (x) the
Scheduled Principal Balance of such Mortgage Loan on the Due Date in the
month prior to the month of such Distribution Date and (y) [ ] of [ ]%.

         Uninsured Cause: Any cause of damage to a Mortgaged Property or
REO Property such that the complete restoration of such Mortgaged Property
or REO Property is not fully reimbursable by the hazard insurance policies
required to be maintained pursuant to Section 3.10, without regard to
whether or not such policy is maintained.

         Voluntary Principal Prepayment: With respect to any Distribution
Date, any Principal Prepayment received from the related Mortgagor on a
Mortgage Loan.

                                ARTICLE II

      CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

         Section 2.01. Conveyance Of Mortgage Loans To Trustee.

         (a) The Initial Beneficial Holder concurrently with the execution
and delivery of this Agreement, sells, transfers and assigns to the Trustee
without recourse all its right, title and interest in and to (i) the
Mortgage Loans identified in the Mortgage Loan Schedule, including all
interest and principal due with respect to the Mortgage Loans after the
Cut-Off Date, but excluding any payments of principal and interest due on
or prior to the Cut-Off Date; (ii) such assets as shall from time to time
be credited or are required by the terms of this Agreement to be credited
to the Certificate Account (excluding any income to the Master Servicer
from Permitted Investments under Section 4.02(d)), (iii) such assets
relating to the Mortgage Loans as from time to time may be held by the
Master Servicer or a Sub-Servicer in Protected Accounts (excluding any
income to the Master Servicer or any Sub-Servicer from Permitted
Investments under Section 4.01(a)), (iv) such assets relating to the
Mortgage Loans as from time to time may be held by the Trustee in the
Custody Account (excluding any income to the Master Servicer from Permitted
Investments under Section 4.04(d)), (v) any Servicing Accounts (to the
extent the mortgagee has a claim thereto and excluding any income to the
Master Servicer or Sub-Servicer or interest payable to Mortgagors pursuant
to applicable law), (vi) any REO Property, (vii) the Required Insurance
Policies and any amounts paid or payable by the insurer under any Insurance
Policy (to the extent the mortgagee has a claim thereto), (viii) the Seller
Contract to the extent provided in Section 2.03(b), and (ix) any proceeds
of the foregoing. Although it is the intent of the parties to this
Agreement that the conveyance of the Initial Beneficial Holder's right,
title and interest in and to the Mortgage Loans and other assets in the
Trust Fund pursuant to this Agreement shall constitute a purchase and sale
and not a loan, in the event that such conveyance is deemed to be a loan,
it is the intent of the parties to this Agreement that the Initial
Beneficial Holder shall be deemed to have granted to the Trustee a first
priority perfected security interest in all of the Initial Beneficial
Holder's right, title and interest in, to and under the Mortgage Loans and
other assets in the Trust Fund, and that this Agreement shall constitute a
security agreement under applicable law.

         (b) In connection with the above transfer and assignment, the
Initial Beneficial Holder hereby deposits with the Trustee, with respect to
each Mortgage Loan, (i) the original Mortgage Note, endorsed without
recourse to the order of the Trustee and showing an unbroken chain of
endorsements from the original payee thereof to the Person endorsing it to
the Trustee, or if the original has been lost or misplaced a lost note
affidavit, (ii) the original Security Instrument, which shall have been
recorded, with evidence of such recording indicated thereon, (iii) the
assignment (which may be in the form of a blanket assignment if permitted
in the jurisdiction in which the Mortgaged Property is located) to the
Trustee of the Security Instrument, with evidence of recording with respect
to each Mortgage Loan in the name of the Trustee thereon, (iv) all
intervening assignments of the Security Instrument, if any, to the extent
available to the Initial Beneficial Holder with evidence of recording
thereon, (v) the original or a copy of the policy or certificate of primary
mortgage guaranty insurance, to the extent available, if any, (vi) the
original policy of title insurance or mortgagee's certificate of title
insurance or commitment or binder for title insurance and (vii) originals
of all assumption and modification agreements, if any; provided, however,
that in lieu of the foregoing, the Initial Beneficial Holder may deliver
the following documents, under the circumstances set forth below: (A) in
lieu of the original policy of title insurance, the Initial Beneficial
Holder may deliver a binder or commitment therefor, or, in California, a
preliminary title report, or, in Iowa, an attorney's certificate; (B) in
lieu of the original Security Instrument or intervening assignments thereof
which have been delivered or are being delivered to recording offices for
recording and have not been returned to the Initial Beneficial Holder in
time to permit their delivery as specified above, the Initial Beneficial
Holder may deliver a true copy thereof with a certification by [ ] or the
title company issuing the commitment for title insurance, on the face of
such copy, substantially as follows: "Certified to be a true and correct
copy of the original, which has been transmitted for recording"; (C) in
lieu of the Security Instrument, assignment to the Trustee or intervening
assignments thereof, if the applicable jurisdiction retains the originals
of such documents (as evidenced by a certification from [ ] to such effect)
the Initial Beneficial Holder may deliver photocopies of such documents
containing an original certification by the judicial or other governmental
authority of the jurisdiction where such documents were recorded; and (D)
in lieu of the Mortgage Notes relating to the two Group I Mortgage Loans
identified in the list delivered by the Master Servicer to the Trustee on
the Closing Date, the Initial Beneficial Holder may deliver a lost note
affidavit; and provided, further, however, that in the case of Mortgage
Loans which have been prepaid in full after the Cut-Off Date and prior to
the Closing Date, the Initial Beneficial Holder, in lieu of delivering the
above documents, may deliver to the Trustee a certification of a Servicing
Officer to such effect and shall deposit all amounts paid in respect of
such Mortgage Loans in the Certificate Account on the Closing Date. The
Initial Beneficial Holder shall deliver such original documents (including
any original documents as to which certified copies had previously been
delivered) or such certified copies together with the original title
insurance policy (or, if a master title policy has been issued by the title
insurer, a mortgagee's certificate of title insurance) if a title insurance
binder or commitment or other assurance of title was originally deposited,
to the Trustee promptly after they are received. The Master Servicer shall
cause, at its expense, the Security Instrument and intervening assignments,
if any, and the assignment of the Security Instrument to the Trustee to be
recorded not later than 180 days after the Closing Date.

         Section 2.02. Acceptance of Mortgage Loans by Trustee.

         (a) The Trustee acknowledges receipt of, subject to the exceptions
it notes pursuant to the procedures described below, the documents (or
certified copies thereof) delivered to it pursuant to Section 2.01 and
declares that it holds and will continue to hold those documents and any
amendments, replacements or supplements thereto and all other assets of the
Trust Fund delivered to it as Trustee in trust for the use and benefit of
all present and future Holders of the Certificates. No later than 45 days
after the Closing Date (or, with respect to any Substitute Mortgage Loan,
within 5 days after the receipt by the Trustee thereof), the Trustee
agrees, for the benefit of the Certificateholders, to review each Mortgage
File delivered to it and to execute and deliver, or cause to be executed
and delivered, to the Initial Beneficial Holder and the Master Servicer an
Initial Certification in the form annexed hereto as Exhibit G. In
conducting such review, the Trustee will ascertain whether all required
documents have been executed and received and whether those documents
relate, determined on the basis of the Mortgagor name, original principal
balance and loan number, to the Mortgage Loans it has received, as
identified in Exhibit B to this Agreement, as supplemented; provided,
however, that with respect to those documents described in subclauses
(b)(iv), (b)(v) and (b)(vii) of Section 2.01, the Trustee's obligations
shall extend only to documents actually delivered pursuant to such
subsections. In performing any such review, the Trustee may conclusively
rely on the purported due execution and genuineness of any such document
and on the purported genuineness of any signature thereon. If the Trustee
finds any document constituting part of the Mortgage File not to have been
executed or received, or to be unrelated to the Mortgage Loans identified
in Exhibit B or to appear to be defective on its face, the Trustee shall
promptly notify [ ]. [ ] shall correct or cure any such defect within 60
days from the date of notice from the Trustee of the defect and if [ ]
fails to correct or cure the defect within such period, and such defect
materially and adversely affects the interests of the Certificateholders in
the related Mortgage Loan, [ ], will, subject to Section 2.04, within 90
days from the Trustee's notification purchase such Mortgage Loan at the
Repurchase Price; provided, however, that if such defect relates solely to
the inability of [ ] to deliver the original Security Instrument or
intervening assignments thereof, or a certified copy because the originals
of such documents, or a certified copy have not been returned by the
applicable jurisdiction, [ ] shall not be required to purchase such
Mortgage Loan if [ ] delivers such original documents or certified copy
promptly upon receipt, but in no event later than 360 days after the
Closing Date.

         (b) No later than 180 days after the Closing Date, the Trustee
will review, for the benefit of the Certificateholders, the Mortgage Files
delivered to it and will execute and deliver or cause to be executed and
delivered to the Initial Beneficial Holder and the Master Servicer, a Final
Certification in the form annexed hereto as Exhibit H. In conducting such
review, the Trustee will ascertain whether (i) an original of each document
required to be recorded has been returned from the recording office with
evidence of recording thereon or a certified copy has been obtained from
the recording office; and (ii) an original title insurance policy (or if a
master title policy has been issued by the title insurer, a mortgagee's
certificate of title insurance) has been delivered whenever a title
insurance binder or commitment or other assurance of title was originally
deposited. If the Trustee finds any document constituting part of the
Mortgage File has not been received, or to be unrelated, determined on the
basis of the Mortgagor name, original principal balance and loan number, to
the Mortgage Loans identified in Exhibit B or to appear defective on its
face, the Trustee shall promptly notify [ ]. [ ] shall correct or cure any
such defect within 60 days from the date of notice from the Trustee of the
defect and if [ ] is unable to cure such defect within such period, and if
such defect materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, [ ] shall, subject to
Section 2.04, within 90 days from the Trustee's notification purchase such
Mortgage Loan at the Repurchase Price; provided, however, that if such
defect relates solely to the inability of [ ] to deliver the original
Security Instrument or intervening assignments thereof, or a certified
copy, because the originals of such documents, or a certified copy, have
not been returned by the applicable jurisdiction, [ ] shall not be required
to purchase such Mortgage Loan, if [ ] delivers such original documents or
certified copy promptly upon receipt, but in no event later than 360 days
after the Closing Date.

         (c) In the event that a Mortgage Loan is purchased by [ ] in
accordance with Section 2.02(a) or (b) above or Section 3.19, [ ] shall
cause the Repurchase Price to be deposited in the appropriate subaccount of
the Certificate Account and shall provide written notification of such
deposit (which notification shall detail the components of the Repurchase
Price), signed by a Servicing Officer, to the Trustee. Upon deposit of the
Repurchase Price in the appropriate subaccount of the Certificate Account,
the Trustee shall release to [ ] the related Mortgage File and shall
execute and deliver all instruments of transfer or assignment, without
recourse, furnished to it by [ ] as are necessary to vest in [ ] title to
and rights under the Mortgage Loan. Such purchase shall be deemed to have
occurred on the date on which certification of the deposit of the
Repurchase Price in the Certificate Account was received by the Trustee.
The Trustee shall amend the Mortgage Loan Schedule to reflect such
repurchase and shall promptly notify the Master Servicer and the Rating
Agencies of such amendment. The obligation of [ ] to repurchase any
Mortgage Loan as to which such a defect in a constituent document exists
shall be the sole remedy respecting such defect available to the
Certificateholders or to the Trustee on their behalf.

         Section 2.03. Representations, Warranties And Covenants Of The
Master Servicer.

         (a) [ ] hereby represents and warrants to the Trustee as of the
Closing Date that:

                  (i) It is a corporation duly organized, validly existing
         and in good standing under the laws of the state of its
         incorporation and is in good standing as a foreign corporation in
         each jurisdiction where such qualification is necessary and
         throughout the term of this Agreement will remain a corporation
         duly organized, validly existing and in good standing under the
         laws of the state of its incorporation or any state of
         reincorporation and in good standing as a foreign corporation in
         each jurisdiction where such qualification is necessary (except,
         in the case of foreign corporation qualification both on the date
         hereof and in the future, where the failure so to qualify would
         not reasonably be expected to have a material adverse effect on
         the Master Servicer's ability to enter into this Agreement or to
         perform its obligations hereunder), and has the corporate power
         and authority to perform its obligations under this Agreement;

                  (ii) The execution and delivery of this Agreement have
         been duly authorized by all requisite corporate action;

                  (iii) This Agreement, assuming due authorization,
         execution, and delivery by the other parties hereto, will
         constitute its legal, valid and binding obligation, enforceable in
         accordance with its terms, except only as such enforcement may be
         limited by applicable Debtor Relief Laws and that certain
         equitable remedies may not be available regardless of whether
         enforcement is sought in equity or at law;

                  (iv) Its execution and delivery of this Agreement and its
         performance and compliance with the terms of this Agreement will
         not (A) violate its certificate of incorporation or bylaws (B) to
         its knowledge, violate any law or regulation, or any
         administrative or judicial decree or order to which it is subject
         or (C) constitute a default (or an event which, with notice or
         lapse of time, or both, would constitute a default) under, or
         result in the breach of, any material contract, agreement or other
         instrument to which it is a party or which may be applicable to it
         or any of its assets;

                  (v) To its best knowledge, after reasonable
         investigation, it is not in default with respect to any order or
         decree of any court or any order, regulation or demand of any
         federal, state, municipal or governmental agency, which default
         would reasonably be expected to have consequences that would
         materially and adversely affect its financial condition or
         operations or its performance hereunder;

                  (vi) It does not believe, nor does it have any reason or
         cause to believe, that it cannot perform each and every covenant
         contained in this Agreement to be performed by it;

                  (vii) The consummation of the transactions contemplated
         by this Agreement are in the ordinary course of its business;

                  (viii) No litigation is pending or, to its best
         knowledge, threatened against it, which could be reasonably
         expected to materially and adversely affect its entering into this
         Agreement or performing its obligations under this Agreement or
         which would have a material adverse effect on its financial
         condition; and

                  (ix) As to each Mortgage Loan, the Seller Contract is in
         full force and effect.

         (b) The Initial Beneficial Holder hereby assigns to the Trustee,
on behalf of the Certificateholders, all of its right, title and interest
in the Seller Contract (but none of its obligations) insofar as such
contract relates to the representations and warranties set forth in Exhibit
C hereto regarding the Mortgage Loans (including the substitution and
repurchase obligations of [ ] [and the guaranty thereof of [ ]]); provided
that the obligations of [ ] [and [ ]] to substitute or repurchase a
Mortgage Loan shall be the Trustee's and the Certificateholder's sole
remedy for any breach thereof. At the request of the Trustee, the Initial
Beneficial Holder shall take such actions as may be necessary to enforce
the above right, title and interest on behalf of the Trustee and the
Certificateholders or shall execute such further documents as the Trustee
may reasonably require in order to enable the Trustee to carry out such
enforcement.

         (c) If the Initial Beneficial Holder, [ ], the Master Servicer or
the Trustee discovers a breach of any of the representations and warranties
set forth in Exhibit C or Section 7 of the Seller Contract, and such breach
existed on the date the representation and warranty was made, which breach
materially and adversely affects the value of the interests of
Certificateholders or the Trustee in the related Mortgage Loan, the party
discovering the breach shall give prompt written notice of the breach to
the other parties. [ ] within 60 days of its discovery or receipt of notice
that such breach has occurred (whichever occurs earlier), shall cure the
breach in all material respects or, subject to Section 2.04, shall purchase
the Mortgage Loan or any property acquired with respect thereto from the
Trustee; provided, however, that if there is a breach of any representation
set forth in Exhibit C and the Mortgage Loan or the related property
acquired with respect thereto has been sold, then [ ] shall pay, in lieu of
the Repurchase Price, any excess of the Repurchase Price over the Net
Liquidation Proceeds received upon such sale. (If the Net Liquidation
Proceeds exceed the Repurchase Price, any excess shall be paid to [ ] to
the extent not required by law to be paid to the borrower.) Any such
purchase by [ ] shall be made by depositing an amount equal to the
Repurchase Price in the appropriate subaccount of the Certificate Account
and the Trustee, upon receipt of the Repurchase Price and of written
notification of such deposit by a Servicing Officer (which notification
shall detail the components of such Repurchase Price), shall release to [ ]
the related Mortgage File and shall execute and deliver all instruments of
transfer or assignment furnished to it by [ ], without recourse, as are
necessary to vest in [ ] title to and rights under the Mortgage Loan or any
property acquired with respect thereto. Such purchase shall be deemed to
have occurred on the date on which certification of the deposit of the
Repurchase Price in the appropriate subaccount of the Certificate Account
was received by the Trustee. The Trustee shall amend the Mortgage Loan
Schedule to reflect such repurchase and shall promptly notify the Master
Servicer and the Rating Agencies of such amendment. Enforcement of the
obligation of [ ] to purchase (or substitute a Substitute Mortgage Loan
for) any Mortgage Loan or any property acquired with respect thereto (or
pay the Repurchase Price as set forth in the above proviso) as to which a
breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Certificateholders or the Trustee
on their behalf.

         Section 2.04. Substitution of Mortgage Loans. Notwithstanding
anything to the contrary in this Agreement, in lieu of purchasing a
Mortgage Loan pursuant to Section 2.02 or 2.03, [ ] may, no later than the
date by which such purchase by [ ] would otherwise be required, tender to
the Trustee a Substitute Mortgage Loan accompanied by an Officer's
Certificate of [ ] that such Substitute Mortgage Loan conforms to the
requirements set forth in the definition of "Substitute Mortgage Loan";
provided, however, that substitution pursuant to this Section 2.04 in lieu
of purchase shall not be permitted after the termination of the two-year
period beginning on the Startup Day. The Trustee shall examine the Mortgage
File for any Substitute Mortgage Loan in the manner set forth in Section
2.02(a) and shall notify the Master Servicer in writing, within five
Business Days after receipt, whether or not the documents relating to the
Substitute Mortgage Loan satisfy the requirements of the third sentence of
Section 2.02(a). Within two Business Days after such notification, [ ]
shall deposit in the appropriate subaccount of the Certificate Account the
amount, if any, by which the Outstanding Principal Balance as of the next
preceding Due Date of the Mortgage Loan for which substitution is being
made, after giving effect to Scheduled Principal due on such date, exceeds
the Outstanding Principal Balance as of such date of the Substitute
Mortgage Loan, after giving effect to Scheduled Principal due on such date,
which amount shall be treated for the purposes of this Agreement as if it
were the payment by [ ] of the Repurchase Price for the purchase of a
Mortgage Loan by [ ]. After such notification to [ ], and, if any such
excess exists, upon receipt of such deposit and of written notification
thereof signed by a Servicing Officer, the Trustee shall accept such
Substitute Mortgage Loan, which shall thereafter be deemed to be a Group I
Mortgage Loan or Group II Mortgage Loan, as applicable, hereunder. In the
event of such a substitution, accrued interest on the Substitute Mortgage
Loan for the month in which the substitution occurs and any Principal
Prepayments made thereon during such month shall be the property of the
Trust Fund and accrued interest for such month on the Mortgage Loan for
which the substitution is made and any Principal Prepayments made thereon
during such month shall be the property of [ ]. The Scheduled Principal on
a Substitute Mortgage Loan due on the Due Date in the month of substitution
shall be the property of [ ] and the Scheduled Principal on the Mortgage
Loan for which the substitution is made due on such Due Date shall be the
property of the Trust Fund. Upon acceptance of the Substitute Mortgage
Loan, the Trustee shall release to [ ] the related Mortgage File related to
any Mortgage Loan released pursuant to this Section 2.04 and shall execute
and deliver all instruments of transfer or assignment, without recourse, in
form as provided to it as are necessary to vest in [ ] title to and rights
under any Mortgage Loan released pursuant to this Section 2.04. [ ] shall
deliver the documents related to the Substitute Mortgage Loan in accordance
with the provisions of Sections 2.01(b) and 2.02(b), with the date of
acceptance of the Substitute Mortgage Loan deemed to be the Closing Date
for purposes of the time periods set forth in those Sections. The
representations and warranties set forth in Exhibit C shall be deemed to
have been made by [ ] with respect to each Substitute Mortgage Loan as of
the date of acceptance of such Mortgage Loan by the Trustee. The Trustee
shall amend the Mortgage Loan Schedule to reflect such substitution and
shall provide a copy of such amended Mortgage Loan Schedule to the Master
Servicer and the Rating Agencies.

         Section 2.05. Representations and Warranties of the Trustee. The
Trustee hereby represents and warrants to the Initial Beneficial Holder and
the Master Servicer, as of the Closing Date (and in the case of paragraphs
(v) and (vi) below throughout the term of the Agreement), that:

                  (i) The Trustee is a [banking association] duly
         organized, validly existing and in good standing under the laws of
         the [United States of America] with a principal place of business
         in [ ], [ ];

                  (ii) Subject to the right of the Trustee to appoint a
         co-trustee or separate trustee under Section 9.11 hereof in order
         to meet the legal requirements of a particular jurisdiction, the
         Trustee has full power, authority and legal right to execute and
         deliver this Agreement and to perform its obligations under this
         Agreement and has taken all necessary action to authorize the
         execution, delivery and performance by it of this Agreement and
         the Certificates;

                  (iii) To the best of the Trustee's knowledge, after
         reasonable investigation, the execution and delivery by the
         Trustee of this Agreement and the Certificates and the performance
         by the Trustee of its obligations under this Agreement and the
         Certificates will not violate any provision of the Trustee's
         Articles of Association or By-Laws or any law or regulation
         governing the Trustee or any order, writ, judgment or decree of
         any court, arbitrator or governmental authority or agency
         applicable to the Trustee or any of its assets. To the best of the
         Trustee's knowledge, after reasonable investigation, such
         execution, delivery and performance will not require the
         authorization, consent or approval of, the giving of notice to,
         the filing or registration with, or the taking of any other action
         with respect to, any governmental authority or agency regulating
         the activities of national banking associations. To the best of
         the Trustee's knowledge, after reasonable investigation, such
         execution, delivery and performance will not conflict with, or
         result in a breach or violation of, any material indenture,
         mortgage, deed of trust, lease or other agreement or instrument to
         which the Trustee is a party or by which it or its properties is
         bound;

                  (iv) This Agreement has been duly executed and delivered
         by the Trustee. This Agreement and the Certificates, when executed
         and delivered, will constitute the valid, legal and binding
         obligations of the Trustee, enforceable against the Trustee in
         accordance with their terms, except as the enforcement thereof may
         be limited by applicable Debtor Relief Laws and that certain
         equitable remedies may not be available regardless of whether
         enforcement is sought in equity or at law; and

                  (v) All funds received by the Trustee and required to be
         deposited in the Certificate Account and the Custody Account
         pursuant to this Agreement will be promptly so deposited.

         Section 2.06. Issuance of Certificates. The Trustee acknowledges
the assignment to it of the Mortgage Loans and the other assets comprising
the Trust Fund and, concurrently therewith, has signed, and countersigned
and delivered to the Initial Beneficial Holder, in exchange therefor,
Certificates in such authorized denominations representing such Fractional
Undivided Interests as the Initial Beneficial Holder has requested. The
Trustee agrees that it will hold the Mortgage Loans and such other assets
segregated on the books of the Trustee in trust for the benefit of the
Certificateholders.

         Section 2.07. Representations and Warranties Concerning the
Initial Beneficial Holder. The Initial Beneficial Holder hereby represents
and warrants to the Trustee and the Master Servicer as follows:

                  (i) the Initial Beneficial Holder (a) is a corporation
         duly organized, validly existing and in good standing under the
         laws of the State of Delaware and (b) is qualified and in good
         standing as a foreign corporation to do business in each
         jurisdiction where such qualification is necessary, except where
         the failure so to qualify would not reasonably be expected to have
         a material adverse effect on the Initial Beneficial Holder's
         business as presently conducted or on the Purchaser's ability to
         enter into this Agreement and to consummate the transactions
         contemplated hereby;

                  (ii) the Initial Beneficial Holder has full corporate
         power to own its property, to carry on its business as presently
         conducted and to enter into and perform its obligations under this
         Agreement;

                  (iii) the execution and delivery by the Initial
         Beneficial Holder of this Agreement have been duly authorized by
         all necessary corporate action on the part of the Initial
         Beneficial Holder; and neither the execution and delivery of this
         Agreement, nor the consummation of the transactions herein
         contemplated, nor compliance with the provisions hereof, will
         conflict with or result in a breach of, or constitute a default
         under, any of the provisions of any law, governmental rule,
         regulation, judgment, decree or order binding on the Initial
         Beneficial Holder or its properties or the articles of
         incorporation or by-laws of the Initial Beneficial Holder, except
         those conflicts, breaches or defaults which would not reasonably
         be expected to have a material adverse effect on the Initial
         Beneficial Holder's ability to enter into this Agreement and to
         consummate the transactions contemplated hereby;

                  (iv) the execution, delivery and performance by the
         Initial Beneficial Holder of this Agreement and the consummation
         of the transactions contemplated hereby do not require the consent
         or approval of, the giving of notice to, the registration with, or
         the taking of any other action in respect of, any state, federal
         or other governmental authority or agency, except those consents,
         approvals, notices, registrations or other actions as have already
         been obtained, given or made;

                  (v) this Agreement has been duly executed and delivered
         by the Initial Beneficial Holder and, assuming due authorization,
         execution and delivery by the other parties hereto, constitutes a
         valid and binding obligation of the Initial Beneficial Holder
         enforceable against it in accordance with its terms (subject to
         applicable bankruptcy and insolvency laws and other similar laws
         affecting the enforcement of the rights of creditors generally);
         and

                  (vi) there are no actions, suits or proceedings pending
         or, to the knowledge of the Initial Beneficial Holder, threatened
         against the Initial Beneficial Holder, before or by any court,
         administrative agency, arbitrator or governmental body: (a) with
         respect to any of the transactions contemplated by this Agreement
         or (b) with respect to any other matter which in the judgment of
         the Initial Beneficial Holder will be determined adversely to the
         Initial Beneficial Holder and will if determined adversely to the
         Initial Beneficial Holder materially and adversely affect the
         Initial Beneficial Holder's ability to enter into this Agreement
         or perform its obligations under this Agreement; and the Initial
         Beneficial Holder is not in default with respect to any order of
         any court, administrative agency, arbitrator or governmental body
         so as to materially and adversely affect the transactions
         contemplated by this Agreement.

                                ARTICLE III

               ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                  Section 3.01. Master Servicer to Assure Servicing.

         (a) The Master Servicer 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 its normal
servicing practices, which generally conform to the standards of an
institution prudently servicing mortgage loans for its own account and
shall have full authority to do anything it reasonably deems appropriate or
desirable in connection with such servicing and administration. 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,
without limitation, the power to (i) consult with and advise any
Sub-Servicer regarding administration of a related Mortgage Loan, (ii)
approve any recommendation by a Sub-Servicer to foreclose on a related
Mortgage Loan, (iii) 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 (iv) 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 on
behalf of the Certificateholders, the Trustee or any of them 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 (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 may, and is hereby authorized, and empowered by the
Trustee to, execute and deliver, on behalf of itself, the
Certificateholders, the Trustee, or any of them, any instruments of
satisfaction, cancellation, partial or full release, discharge and all
other comparable instruments, with respect to the related Mortgage Loans,
the Insurance Policies and the accounts related thereto, and the Mortgaged
Properties. The Master Servicer may exercise this power in its own name or
in the name of a Sub-Servicer.

         (b) Notwithstanding the provisions of Section 3.01(a), the Master
Servicer shall not take any action inconsistent with the interest of the
Trustee or the Certificateholders in the Mortgage Loans or with the rights
and interests of the Trustee or the Certificateholders under this
Agreement.

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

         Section 3.02. Sub-Servicing Agreements Between Master Servicer and
Sub-Servicers. (a) The Master Servicer may enter into Sub-Servicing
Agreements with Sub-Servicers for the servicing and administration of the
Mortgage Loans and for the performance of any and all other activities of
the Master Service hereunder. Each Sub-Servicer shall be either (i) an
institution the accounts of which are insured by the FDIC or (ii) another
entity that engages in the business of originating or servicing mortgage
loans, and in either case shall be authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service
are situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the
Sub-Servicing Agreement, and in either case shall be a Freddie Mac or
Fannie Mae approved mortgage servicer. Any Sub-Servicing Agreement entered
into by the Master Servicer shall include the provision that such Agreement
may be immediately terminated (x) with cause and without any termination
fee by any Master Servicer hereunder other than [ ] or (y) without cause in
which case the Master Servicer shall be responsible for any termination fee
or penalty resulting therefrom. In addition, each Sub-Servicing Agreement
shall provide for servicing of the Mortgage Loans consistent with the terms
of this Agreement. With the consent of the Trustee, which consent shall not
be unreasonably withheld, the Master Servicer and the Sub-Servicers may
enter into Sub-Servicing Agreements and make amendments to the
Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements; provided, however, that any such amendments or different forms
shall be consistent with and not violate the provisions of this Agreement,
and that no such amendment or different form shall be made or entered into
which could be reasonably expected to be materially adverse to the
interests of the Certificateholders, without the consent of the Holders of
Certificates entitled to at least [ ]% of the Fractional Undivided
Interests. The parties hereto acknowledge that the initial Sub-Servicer
shall be [ ].

         (b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related
Sub-Servicing Agreement. Such enforcement, including, without limitation,
the legal prosecution of claims, termination of Sub-Servicing Agreements
and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time as the Master Servicer, in
its good faith business judgment, would require were it the owner of the
related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, but shall be reimbursed therefor only (i)
from a general recovery resulting from such enforcement only to the extent,
if any, that such recovery exceeds all amounts due in respect of the
related Mortgage Loans or (ii) from a specific recovery of costs, expenses
or attorneys' fees against the party against whom such enforcement is
directed.

         Section 3.03. Successor Sub-Servicers. The Master Servicer shall
be entitled to terminate any Sub-Servicing Agreement that may exist in
accordance with the terms and conditions of such Sub-Servicing Agreement
and without any limitation by virtue of this Agreement; provided, however,
that upon termination, the Master Servicer shall either act as servicer of
the related Mortgage Loan or enter into an appropriate contract with a
successor Sub-Servicer pursuant to which such successor Sub-Servicer will
be bound by all relevant terms of the related Sub-Servicing Agreement
pertaining to the servicing of such Mortgage Loan.

         Section 3.04. Liability of the Master Servicer.

         (a) Notwithstanding any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between
the Master Servicer and a Sub-Servicer or reference to actions taken
through a Sub-Servicer or otherwise, the Master Servicer shall under all
circumstances remain obligated and primarily liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage
Loans and any REO Property in accordance with this Agreement. The
obligations and liability of the Master Servicer shall not be diminished by
virtue of Sub-Servicing Agreements or by virtue of indemnification of the
Master Servicer by any Sub-Servicer, or any other Person. The obligations
and liability of the Master Servicer shall remain of the same nature and
under the same terms and conditions as if the Master Servicer alone were
servicing and administering the related Mortgage Loans. The Master Servicer
shall, however, be entitled to enter into indemnification agreements with
any Sub-Servicer or other Person and nothing in this Agreement shall be
deemed to limit or modify such indemnification. For the purposes of this
Agreement, the Master Servicer shall be deemed to have received any payment
on a Mortgage Loan on the date the Sub-Servicer received such payment;
provided, however, that this sentence shall not apply to the Trustee acting
as the Master Servicer; provided, further, however, that the foregoing
provision shall not affect the obligation of the Master Servicer if it is
also the Trustee to advance amounts which are not Nonrecoverable Advances.

         (b) Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a
Sub-Servicer in its capacity as such and not as an originator shall be
deemed to be between the Sub-Servicer and the Master Servicer alone, and
the Trustee and Certificateholders shall not be deemed parties thereto and
shall have no claims, rights, obligations, duties or liabilities with
respect to the Sub-Servicer except as set forth in Section 3.05.

         Section 3.05. Assumption or Termination of Sub-Servicing
Agreements by Trustee.

         (a) If the Trustee or its designee shall assume the master
servicing obligations of the Master Servicer in accordance with Section
8.02, the Trustee, to the extent necessary to permit the Trustee to carry
out the provisions of Section 8.02 with respect to the Mortgage Loans,
shall succeed to all of the rights and obligations of the Master Servicer
under each of the Sub-Servicing Agreements. In such event, the Trustee or
its designee as the successor master servicer shall be deemed to have
assumed all of the Master Servicer's rights and obligations therein and to
have replaced the Master Servicer as a party to such Sub-Servicing
Agreements to the same extent as if such Sub-Servicing Agreements had been
assigned to the Trustee or its designee as a successor master servicer,
except that the Trustee or its designee as a successor master servicer
shall not be deemed to have assumed any obligations or liabilities of the
Master Servicer arising prior to such assumption and the Master Servicer
shall not thereby be relieved of any liability or obligations under such
Sub-Servicing Agreements.

         (b) In the event that the Trustee or its designee as successor
master servicer for the Trustee assumes the servicing obligations of the
Master Servicer under Section 8.02, upon the reasonable request of the
Trustee or such designee as successor master servicer, the Master Servicer
shall at its own expense deliver to the Trustee, or at its written request
to such designee, photocopies of all documents and records, electronic or
otherwise, relating to the Sub-Servicing Agreements and the related
Mortgage Loans or REO Property then being serviced and an accounting of
amounts collected and held by it, if any, and will otherwise cooperate and
use its reasonable best efforts to effect the orderly and efficient
transfer of the Sub-Servicing Agreements, or responsibilities hereunder to
the Trustee, or at its written request to such designee as successor master
servicer.

         Section 3.06. Collection of Mortgage Loan Payments.

         (a) The Master Servicer will coordinate and monitor remittances by
Sub-Servicers to the Trustee with respect to the Mortgage Loans in
accordance with this Agreement.

         (b) The Master Servicer shall make its reasonable best efforts to
collect or cause to be collected all payments required under the terms and
provisions of the Mortgage Loans and shall follow, and use its best efforts
to cause Sub-Servicers to follow, collection procedures comparable to the
collection procedures of prudent mortgage lenders servicing mortgage loans
for their own account to the extent such procedures shall be consistent
with this Agreement. Consistent with the foregoing, the Master Servicer may
in its discretion (i) waive or permit to be waived any late payment charge,
prepayment charge, assumption fee, or any penalty interest in connection
with the prepayment of a Mortgage Loan and (ii) suspend or reduce or permit
to be suspended or reduced regular monthly payments for a period of up to
six months, or arrange or permit an arrangement with a Mortgagor for a
scheduled liquidation of delinquencies. In the event the Master Servicer
shall consent to the deferment of the due dates for payments due on a
Mortgage Note, the Master Servicer shall nonetheless make a Monthly Advance
or shall cause the related Sub-Servicer to make an advance to the same
extent as if such installment were due, owing and delinquent and had not
been deferred through liquidation of the Mortgaged Property; provided,
however, that the obligation of the Master Servicer to make a Monthly
Advance shall apply only to the extent that the Master Servicer believes,
in good faith, that such advances are not Nonrecoverable Advances.

         (c) Within five Business Days after the Master Servicer has
determined that all amounts which it expects to recover from or on account
of a Mortgage Loan have been recovered and that no further Liquidation
Proceeds will be received in connection therewith, the Master Servicer
shall provide to the Trustee a certificate of a Servicing Officer that such
Mortgage Loan became a Liquidated Mortgage Loan as of the date of such
determination.

         Section 3.07. Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.

         (a) The Master Servicer shall establish and maintain or cause the
Sub-Servicers to establish and maintain, in addition to the Protected
Accounts, one or more Servicing Accounts. The Master Servicer or a
Sub-Servicer will deposit and retain therein all collections from the
Mortgagors for the payment of taxes, assessments, insurance premiums, or
comparable items as agent of the Mortgagors.

         (b) The deposits in the Servicing Accounts shall be held in a
Designated Depository Institution in an account designated as a "Mortgage
Loan Servicing Account," held in trust by the Master Servicer or a
Sub-Servicer as Trustee of Taxes and Insurance Custodial Account for
borrowers and for [ ] (and its successors and assigns) acting on its own
behalf and for [ ] as agent for holders of various pass-through securities
and other interests in mortgage loans sold by it; and agent for various
mortgagors, as their interests may appear or under such other designation
as may be permitted by a Sub-Servicing Agreement. The amount at any time
credited to a Servicing Account must be fully insured by the FDIC, or, to
the extent that such deposits exceed the limits of such insurance, such
excess must be (i) transferred to another fully insured account in another
Designated Depository Institution or (ii) if permitted by applicable law,
invested in Permitted Investments held in trust by the Master Servicer or a
Sub-Servicer as described above and maturing, or be subject to redemption
or withdrawal, no later than the date on which such funds are required to
be withdrawn, and in no event later than 45 days after the date of
investment. The Master Servicer may, or may permit a Sub-Servicer to,
establish Servicing Accounts not conforming to the foregoing requirements
to the extent that such Servicing Accounts are Rating Agency Eligible
Accounts. Withdrawals of amounts from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, insurance premiums, or
comparable items, to reimburse the Master Servicer or a Sub-Servicer for
any advances made with respect to such items, to refund to any Mortgagors
any sums as may be determined to be overages, to pay interest, if required,
to Mortgagors on balances in the Servicing Accounts or to clear and
terminate the Servicing Accounts at or any time after the termination of
this Agreement in accordance with Section 10.01.

         Section 3.08. Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Master Servicer shall provide, and shall
cause any Sub-Servicer to provide, to the Trustee and the Initial
Beneficial Holder access to the documentation regarding the related
Mortgage Loans and REO Property and to the Certificateholders, the FDIC,
and the supervisory agents and examiners of the FDIC (to which the Trustee
shall also provide) access to the documentation regarding the related
Mortgage Loans required by applicable regulations, such access being
afforded without charge but only upon reasonable request and during normal
business hours at the offices of the Master Servicer, the Sub-Servicers or
the Trustee that are designated by these entities; provided, however, that,
unless otherwise required by law, the Trustee, the Master Servicer or the
Sub-Servicer shall not be required to provide access to such documentation
if the provision thereof would violate the legal right to privacy of any
Mortgagor; provided, further, however, that the Trustee and the Initial
Beneficial Holder shall coordinate their requests for such access so as not
to impose an unreasonable burden on, or cause an interruption of, the
business of the Master Servicer or any Sub-Servicer. The Master Servicer,
the Sub-Servicers and the Trustee shall allow representatives of the above
entities to photocopy any of the documentation and shall provide equipment
for that purpose at a charge that covers their own actual out-of-pocket
costs.

         Section 3.09. Maintenance of Primary Insurance Policies;
Collection Thereunder. The Master Servicer shall, or shall cause the
related Sub-Servicer to, exercise its best reasonable efforts to maintain
and keep in full force and effect each Primary Insurance Policy by a
Qualified Insurer, or other insurer satisfactory to the Rating Agencies,
with respect to each conventional Mortgage Loan as to which as of the
Cut-Off Date such a Primary Insurance Policy was in effect (or, in the case
of a Substitute Mortgage Loan, the date of substitution) and the original
principal amount of the related Mortgage Note exceeded [ ]% of the Original
Value in an amount at least equal to the excess of such original principal
amount over [ ]% of such Original Value until the principal amount of any
such Mortgage Loan is reduced below [ ]% of the Original Value or, based
upon a new appraisal, the principal amount of such Mortgage Loan represents
less than [ ]% of the new appraised value. The Master Servicer shall, or
shall cause the related Sub-Servicer to, effect the timely payment of the
premium on each Primary Insurance Policy. The Master Servicer and the
related Sub-Servicer shall have the power to substitute for any Primary
Insurance Policy another substantially equivalent policy issued by another
Qualified Insurer; provided, that such substitution is subject to the
condition, to be evidenced by a writing from each Rating Agency, that it
would not cause the ratings on the Certificates to be downgraded or
withdrawn.

         Section 3.10. Maintenance of Hazard Insurance and Fidelity
Coverage.

         (a) The Master Servicer shall maintain and keep, or cause each
Sub-Servicer to maintain and keep, with respect to each Mortgage Loan and
each REO Property, in full force and effect hazard insurance (fire
insurance with extended coverage) equal to at least the lesser of the
Outstanding Principal Balance of the Mortgage Loan or the current
replacement cost of the Mortgaged Property, and containing a standard
mortgagee clause; provided, however, that the amount of hazard insurance
may not be less than the amount necessary to prevent loss due to the
application of any co-insurance provision of the related policy. Unless
applicable state law requires a higher deductible, the deductible on such
hazard insurance policy may be no more than $[ ] or [ ]% of the applicable
amount of coverage, whichever is less. In the case of a condominium unit or
a unit in a planned unit development, the required hazard insurance shall
take the form of a multiperil policy covering the entire condominium
project or planned unit development, in an amount equal to at least [ ]% of
the insurable value based on replacement cost.

         (b) Any amounts collected by the Master Servicer or a Sub-Servicer
under any such hazard insurance policy (other than amounts to be applied to
the restoration or repair of the Mortgaged Property or amounts released to
the Mortgagor in accordance with the Master Servicer's or a Sub-Servicer's
normal servicing procedures, the terms of the Mortgage Note, the Security
Instrument or applicable law) shall be deposited initially in a Protected
Account, for transmittal to the appropriate subaccount of the Certificate
Account or Custody Account, subject to withdrawal pursuant to Section 4.03.

         (c) Any cost incurred by a Master Servicer or a Sub-Servicer in
maintaining any such hazard insurance policy shall not be added to the
amount owing under the Mortgage Loan for the purpose of calculating monthly
distributions to Certificateholders, notwithstanding that the terms of the
Mortgage Loan so permit. Such costs shall be recoverable by the Master
Servicer or a Sub-Servicer out of related late payments by the Mortgagor or
out of Insurance Proceeds or Liquidation Proceeds or by the Master Servicer
from the Repurchase Price, to the extent permitted by Section 4.03.

         (d) No earthquake or other additional insurance is to be required
of any Mortgagor or maintained on property acquired with respect to a
Security Instrument other than pursuant to such applicable laws and
regulations as shall at any time be in force and shall require such
additional insurance. When, at the time of origination of the Mortgage
Loan, the Mortgaged Property is located in a federally designated special
flood hazard area, the Master Servicer shall use its best reasonable
efforts to cause with respect to the Mortgage Loans and each REO Property,
flood insurance (to the extent available and in accordance with mortgage
servicing industry practice) to be maintained. Such flood insurance shall
cover the Mortgaged Property, including all items taken into account in
arriving at the Appraised Value on which the Mortgage Loan was based, and
shall be in an amount equal to the lesser of (i) the Outstanding Principal
Balance of the related Mortgage Loan and (ii) the minimum amount required
under the terms of coverage to compensate for any damage or loss on a
replacement cost basis, but not more than the maximum amount of such
insurance available for the related Mortgaged Property under either the
regular or emergency programs of the National Flood Insurance Program
(assuming that the area in which such Mortgaged Property is located is
participating in such program). Unless applicable state law requires a
higher deductible, the deductible on such flood insurance may not exceed $[
]or [ ]% of the applicable amount of coverage, whichever is less.

         (e) If insurance has not been maintained complying with Sections
3.10(a) and (d) and there shall have been a loss which would have been
covered by such insurance had it been maintained, the Master Servicer shall
pay, or cause the related Sub-Servicer to pay, for any necessary repairs.

         (f) The Master Servicer shall present, or cause the related
Sub-Servicer to present, claims under the related hazard insurance or flood
insurance policy.

         (g) The Master Servicer shall obtain and maintain at its own
expense and for the duration of this Agreement a blanket fidelity bond and
shall cause each Sub-Servicer to obtain and maintain an errors and
omissions insurance policy covering such Sub-Servicer's officers, employees
and other persons acting on its behalf in connection with its activities
under this Agreement. The amount of coverage shall be at least equal to the
coverage maintained by the Master Servicer acceptable to Freddie Mac or
Fannie Mae to service loans for it or otherwise in an amount as is
commercially available at a cost that is generally not regarded as
excessive by industry standards. The Master Servicer shall promptly notify
the Trustee of any material change in the terms of such bond or policy. The
Master Servicer shall provide annually to the Trustee a certificate of
insurance that such bond and policy are in effect. If any such bond or
policy ceases to be in effect, the Master Servicer shall, to the extent
possible, give the Trustee ten days' notice prior to any such cessation and
shall use its best efforts to obtain a comparable replacement bond or
policy, as the case may be. Any amounts relating to the Mortgage Loans
collected under such bond or policy shall be remitted to the appropriate
subaccount of the Certificate Account to the extent that such amounts have
not previously been paid to such account.

         Section 3.11. Due-On-Sale Clauses; Assumption Agreements.

         (a) In any case in which the Master Servicer is notified by any
Mortgagor or Sub-Servicer that a Mortgaged Property relating to a Mortgage
Loan has been or is about to be conveyed by the Mortgagor, the Master
Servicer shall enforce, or shall instruct such Sub-Servicer to enforce, any
due-on-sale clause contained in the related Security Instrument to the
extent permitted under the terms of the related Mortgage Note and by
applicable law unless the Master Servicer reasonably believes such
enforcement is likely to result in legal action by the Mortgagor. The
Master Servicer or the related Sub-Servicer may repurchase a Mortgage Loan
at the Repurchase Price when the Master Servicer requires acceleration of
the Mortgage Loan, but only if the Master Servicer is satisfied, as
evidenced by an Officer's Certificate delivered to the Trustee, that either
(i) such Mortgage Loan is in default or default is reasonably foreseeable
or (ii) if such Mortgage Loan is not in default or default is not
reasonably foreseeable, such repurchase will have no adverse tax
consequences for the Trust Fund or any Certificateholder. If the Master
Servicer reasonably believes that such due-on-sale clause cannot be
enforced under applicable law or if the Mortgage Loan does not contain a
due-on-sale clause, the Master Servicer is authorized, and may authorize
any Sub-Servicer, to consent to a conveyance subject to the lien of the
Mortgage, and to take or enter into an assumption agreement from or with
the Person to whom such property has been or is about to be conveyed,
pursuant to which such Person becomes liable under the related Mortgage
Note and unless prohibited by applicable state law, such Mortgagor remains
liable thereon, on condition; provided, however, that the related Mortgage
Loan shall continue to be covered (if so covered before the Master Servicer
or the related Sub-Servicer enters into such agreement) by any Primary
Insurance Policy. The Master Servicer shall notify the Trustee, whenever
possible, before the completion of such assumption agreement, and shall
forward to the Trustee the original copy of such assumption agreement,
which copy shall be added by the Trustee to the related Mortgage File and
which shall, for all purposes, be considered a part of such Mortgage File
to the same extent as all other documents and instruments constituting a
part thereof. In connection with any such assumption agreement, the
interest rate on the related Mortgage Loan shall not be changed and no
other material alterations in the Mortgage Loan shall be made unless such
material alteration would not cause each of REMIC I and REMIC II to fail to
qualify as a REMIC for federal income tax purposes, as evidenced by a REMIC
Opinion. Any fee or additional interest collected by the Master Servicer or
Sub-Servicer for consenting to any such conveyance or entering into any
such assumption agreement may be retained by the Master Servicer or the
related Sub-Servicer as additional servicing compensation.

         (b) Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Master Servicer shall not be deemed to be in
default, breach or any other violation of its obligations hereunder by
reason of any assumption of a Mortgage Loan by operation of law or any
conveyance by the Mortgagor of the related Mortgaged Property or assumption
of a Mortgage Loan which the Master Servicer reasonably believes it may be
restricted by law from preventing, for any reason whatsoever or if the
exercise of such right would impair or threaten to impair any recovery
under any applicable Insurance Policy, or, in the Master Servicer's
judgment, be reasonably, likely to result in legal action by the Mortgagor.

         Section 3.12. Realization upon Defaulted Mortgage Loans.

         (a) The Master Servicer shall, or shall direct the related
Sub-Servicer to, foreclose upon or otherwise comparably convert the
ownership of properties securing any Mortgage Loans that come into and
continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments pursuant to Section 3.06 except
that the Master Servicer shall not, and shall not direct the related
Sub-Servicer to, foreclose upon or otherwise comparably convert a Mortgaged
Property if there is evidence of toxic waste thereon and the Master
Servicer determines it would be imprudent to do so or not in accordance
with appropriate servicing standards. The Master Servicer can conclusively
rely on results of third party inspections from parties it reasonably
believes are qualified to conduct such inspections. In connection with such
foreclosure or other conversion, the Master Servicer in conjunction with
the related Sub-Servicer, if any, shall use its best reasonable efforts to
preserve REO Property and to realize upon defaulted Mortgage Loans in such
manner as to maximize the receipt of principal and interest by the
Certificateholders, taking into account, among other things, the timing of
foreclosure and the considerations set forth in Section 3.12(b). The
foregoing is subject to the proviso that the Master Servicer shall not be
required to expend its own funds in connection with any foreclosure or
towards the restoration of any property unless it determines in good faith
(i) that such restoration or foreclosure will increase the proceeds of
liquidation of the Mortgage Loan to Certificateholders after reimbursement
to itself for such expenses and (ii) that such expenses will be recoverable
to it either through Liquidation Proceeds (respecting which it shall have
priority for purposes of reimbursements from the Certificate Account
pursuant to Section 4.03) or through Insurance Proceeds (respecting which
it shall have similar priority). The Master Servicer shall be responsible
for all other costs and expenses incurred by it in any such proceedings;
provided, however, that it shall be entitled to reimbursement thereof (as
well as its normal servicing compensation), and in respect of the Master
Servicer only, to receive Excess Liquidation Proceeds as additional
servicing compensation to the extent that transfers or withdrawals from the
Certificate Account with respect thereto are permitted under Section 4.03.
Any income from or other funds (net of any income taxes) generated by REO
Property shall be deemed for purposes of this Agreement to be Insurance
Proceeds.

         (b) The Trust Fund shall not acquire any real property (or any
personal property incident to such real property) except in connection with
a default or imminent default of a Mortgage Loan. In the event that the
Trust Fund acquires any real property (or personal property incident to
such real property) in connection with a default or imminent default of a
Mortgage Loan, such property shall be disposed of by the Trust Fund within
two years after its acquisition by the Trust Fund unless the Trustee shall
have received a REMIC Opinion with respect to such longer retention or the
Master Servicer applies for and receives an extension of the two-year
period under Section 856(e)(3) of the Code, in which case such two year
period will be extended by the period set forth in such REMIC Opinion or
approved application, as the case may be. The Trustee shall have no
obligation to pay for such REMIC Opinion.

         (c) Notwithstanding anything to the contrary contained herein, the
Master Servicer shall have the right, at its sole option, to enter into an
agreement with a Holder of the Class [ ] Certificates (provided that such
form may be revised to incorporate an option on the part of such Person to
purchase a defaulted Mortgage Loan at the end of the six-month period
referred to in Section 2.02(b) thereof). It is understood that the right of
the Master Servicer to be reimbursed for Monthly Advances and
Nonrecoverable Advances under this Agreement shall not be affected in any
way by the provisions of any such agreement. The Trustee hereby agrees to
perform such obligations as may be required of it pursuant to the
provisions of such agreement. The Master Servicer agrees to provide the
Trustee with such information as may be necessary, or as the Trustee may
reasonably request, for the Trustee to perform such obligations.

         Section 3.13. Trustee to Cooperate; Release of Mortgage Files.

         (a) Upon payment in full of any Mortgage Loan or the receipt by
the Master Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Master Servicer will
immediately notify the Trustee by a certification signed by a Servicing
Officer in the Form of Exhibit D (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Certificate Account have been or will be so deposited in the appropriate
subaccount thereof) and shall request delivery to the Master Servicer or
Sub-Servicer, as the case may be, of the Mortgage File. Upon receipt of
such certification and request, the Trustee shall promptly release the
related Mortgage File to the Master Servicer or Sub-Servicer and execute
and deliver to the Master Servicer, without recourse, the request for
reconveyance, deed of reconveyance or release or satisfaction of mortgage
or such instrument releasing the lien of the Security Instrument (furnished
by the Master Servicer), together with the Mortgage Note with written
evidence of cancellation thereon. No expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Certificate Account.

         (b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan or collection under a Required Insurance
Policy, the Master Servicer shall deliver to the Trustee a Request for
Release signed by a Servicing Officer on behalf of the Master Servicer in
substantially the form attached as Exhibit D hereto. Upon receipt of the
Request for Release, the Trustee shall deliver the Mortgage File or any
document therein to the Master Servicer or Sub-Servicer, as the case may
be.

         (c) The Master Servicer shall cause each Mortgage File or any
document therein released pursuant to Section 3.13(b) to be returned to the
Trustee when the need therefor no longer exists, and in any event within 21
days of the Master Servicer's receipt thereof, unless the Mortgage Loan has
become a Liquidated Mortgage Loan and the Liquidation Proceeds relating to
the Mortgage Loan have been deposited in the appropriate subaccount of the
Certificate Account or such Mortgage File is being used to pursue
foreclosure or other legal proceedings. Prior to return of a Mortgage File
or any document to the Trustee, the Master Servicer, the related Insurer or
Sub-Servicer to whom such file or document was delivered shall retain such
file or document in its respective control unless the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, to initiate or pursue legal action or
other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. If a Mortgage Loan
becomes a Liquidated Mortgage Loan, the Trustee shall deliver the Request
for Release with respect thereto to the Master Servicer upon deposit of the
related Liquidation Proceeds in the appropriate subaccount of the
Certificate Account.

         (d) The Trustee shall execute and deliver to the Master Servicer
any court pleadings, requests for trustee's sale or other documents
necessary to: (i) the foreclosure or trustee's sale with respect to a
Mortgaged Property; (ii) any legal action brought to obtain judgment
against any Mortgagor on the Mortgage Note or Security Instrument; (iii)
obtain a deficiency judgment against the Mortgagor; or (iv) enforce any
other rights or remedies provided by the Mortgage Note or Security
Instrument or otherwise available at law or equity. Together with such
documents or pleadings, the Master Servicer shall deliver to the Trustee a
certificate of a Servicing Officer in which it requests the Trustee to
execute the pleadings or documents. The certificate shall certify and
explain the reasons for which the pleadings or documents are required. It
shall further certify that the Trustee's execution and delivery of the
pleadings or documents will not invalidate any insurance coverage under the
Required Insurance Policies or invalidate or otherwise affect the lien of
the Security Instrument, except for the termination of such a lien upon
completion of the foreclosure or trustee's sale.

         Section 3.14. Servicing and Master Servicing Compensation.

         (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Master Servicing Fee from full
payments of accrued interest on each Mortgage Loan.

         (b) The Master Servicer may retain additional servicing
compensation in the form of prepayment charges, if any, assumption fees,
tax service fees, fees for statement of account or payoff, late payment
charges, interest on amounts deposited in any Accounts or Permitted
Investments of such amounts, or otherwise. The Master Servicer is also
entitled to receive Excess Liquidation Proceeds as additional servicing
compensation to the extent that transfers or withdrawals from the
appropriate subaccount of the Certificate Account with respect thereto are
permitted under Section 4.03(a)(xi). The Master Servicer shall be required
to pay all expenses it incurs in connection with servicing activities under
this Agreement, including fees and expenses to Sub-Servicers, and shall not
be entitled to reimbursement except as provided in this Agreement. Expenses
to be paid by the Master Servicer under this Section 3.14(b) shall include
payment of the expenses of the accountants retained pursuant to Section
3.16.

         Section 3.15. Annual Statement of Compliance. By April 30 of each
year, commencing April 30, 200[ ], the Master Servicer at its own expense,
shall deliver to the Trustee, with a copy to the Rating Agencies, an
Officer's Certificate stating, as to the signer thereof, that (i) a review
of the activities of the Master Servicer during the preceding fiscal year
and of performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such
review, the Master Servicer has fulfilled all its obligations under this
Agreement for such year, or, if there has been a default in the fulfillment
of any such obligation, specifying each such default known to such officer
and the nature and status thereof including the steps being taken by the
Master Servicer to remedy such default; (iii) a review of the activities of
each Sub-Servicer during the Sub-Servicer's most recently ended fiscal year
on or prior to December 31 of the preceding year and its performance under
its Sub-Servicing Agreement has been made under such Officer's supervision;
and (iv) to the best of the Servicing Officer's knowledge, based on his
review and the certification of an officer of the Sub-Servicer (unless the
Servicing Officer has reason to believe that reliance on such certification
is not justified), either each Sub-Servicer has performed and fulfilled its
duties, responsibilities and obligations under this Agreement and its
Sub-Servicing Agreement in all material respects throughout the year, or,
if there has been a default in performance or fulfillment of any such
duties, responsibilities or obligations, specifying the nature and status
of each such default known to the Servicing Officer. Copies of such
statements shall be provided by the Master Servicer to the
Certificateholders upon request or by the Trustee at the expense of the
Master Servicer should the Master Servicer fail to provide such copies.

         Section 3.16. Annual Independent Public Accountants Servicing
Report.

         (a) By April 30 of each year, commencing April 30, 200[ ], the
Master Servicer, at its expense, shall cause a firm of Independent public
accountants who are members of the American Institute of Certified Public
Accountants to furnish a statement to the Master Servicer, which will be
provided to the Trustee and the Rating Agencies to the effect that, in
connection with the firm's examination of the Master Servicer's financial
statements as of the end of the preceding fiscal year, nothing came to
their attention that indicated that the Master Servicer was not in
compliance with Sections 3.07, 3.15, 4.01, 4.02, 4.03 and 4.04 except for
(i) such exceptions as such firm believes to be immaterial and (ii) such
other exceptions as are set forth in such statement.

         (b) By April 30 of each year, commencing April 30, 200[ ], the
Master Servicer, at its expense, shall furnish to the Trustee the most
recently available letter or letters from one or more firms of Independent
certified public accountants who are members of the American Institute of
Certified Public Accountants reporting the results of such firm's
examination of the servicing procedures of any Sub-Servicer and any Master
Servicer (other than [ ] or the Trustee) in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage
Bankers.

         Section 3.17. REMIC-Related Covenants. For as long as REMIC I and
REMIC II shall exist, the Master Servicer and the Trustee shall act in
accordance herewith to assure continuing treatment of REMIC I and REMIC II
as REMICs, and the Trustee shall comply with any directions of the Master
Servicer to assure such continuing treatment. In particular, the Trustee
shall not (a) sell or permit the sale of all or any portion of the Mortgage
Loans or of any Permitted Investment unless such sale is as a result of a
repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee
has received a REMIC Opinion prepared at the expense of the Trust Fund; and
(b) other than with respect to a substitution pursuant to Section 2.04,
accept any contribution to REMIC I or REMIC II after the Startup Day
without receipt of a REMIC Opinion.

         Section 3.18. Additional Information. The Master Servicer agrees
to furnish the Initial Beneficial Holder from time to time upon reasonable
request, such further information, reports and financial statements as the
Initial Beneficial Holder deems appropriate to prepare and file all
necessary reports with the Securities and Exchange Commission.

         Section 3.19. Optional Purchase of Defaulted Mortgage Loans. The
Master Servicer shall have the right, but not the obligation, to purchase
any Defaulted Mortgage Loan for a price equal to the Repurchase Price
therefor. Any such purchase shall be accomplished as provided in Section
2.02(c) hereof.

                                ARTICLE IV

                                  ACCOUNTS


         Section 4.01. Protected Accounts.

         (a) The Master Servicer shall require each Sub-Servicer to
establish and maintain a Protected Account complying with the requirements
set forth in this Section 4.01, with records to be kept with respect
thereto on a Mortgage Loan by Mortgage Loan basis, into which accounts
shall be deposited within 24 hours of receipt all collections of principal
and interest on any Mortgage Loan and with respect to any REO Property
received by the Master Servicer, or a Sub-Servicer, including Principal
Prepayments, Insurance Proceeds, Liquidation Proceeds, and advances made
from the Sub-Servicer's own funds (less servicing compensation as permitted
by Section 3.14(a)) and all other amounts to be deposited in the Protected
Accounts. The Master Servicer is hereby authorized to make withdrawals from
and deposits to the related Protected Accounts for purposes required or
permitted by this Agreement. All Protected Accounts shall be held in a
Designated Depository Institution and segregated on the books of such
institution. The amount at any time credited to a Protected Account shall
be fully insured by the FDIC or, to the extent that such balance exceeds
the lesser of $100,000 or the limits of such insurance, such excess must be
transferred to the appropriate subaccount of the Certificate Account or the
related Custody Account or invested in Permitted Investments. Amounts on
deposit in a Protected Account may be invested in Permitted Investments,
such Permitted Investments to mature, or to be subject to redemption or
withdrawal, no later than the date on which such funds are required to be
withdrawn for deposit in the Custody Account or Certificate Account, and
shall be held until required for such deposit. The income earned from
Permitted Investments made pursuant to this Section 4.01 shall be paid to
the Master Servicer or the related Sub-Servicer as additional compensation
for its obligations under this Agreement, and the risk of loss of moneys
required to be distributed to the Certificateholders resulting from such
investments shall be borne by and be the risk of the Master Servicer or the
related Sub-Servicer. The Master Servicer shall cause the related
Sub-Servicer to deposit the amount of any such loss in the related
Protected Account within [ ] Business Days of receipt of notification of
such loss but not later than the second Business Day prior to the
Distribution Date on which the moneys so invested are required to be
distributed to the Certificateholders. The Master Servicer may, and the
Master Servicer may permit the related Sub-Servicer to, transfer funds to
other accounts (which shall for purposes hereof be deemed to be Protected
Accounts) or to establish Protected Accounts not conforming to the
foregoing requirements, to the extent that such other accounts or Protected
Accounts are Rating Agency Eligible Accounts.

         (b) On or before each Funds Transfer Date, the Master Servicer
shall withdraw or shall cause (by written direction to the Trustee if such
withdrawal is from a Custody Account) to be withdrawn from the Protected
Accounts or the Custody Account and shall immediately deposit or cause to
be deposited in the appropriate subaccount of the Certificate Account
amounts representing the following collections and payments (other than
with respect to principal of or interest on the Mortgage Loans due on or
before the Cut-Off Date):

                  (i) Scheduled Payments on the related Mortgage Loans
         received or advanced by the Master Servicer or Sub-Servicers which
         were due on or before the related Due Date, net of the amount
         thereof comprising the Master Servicing Fee due the Master
         Servicer;

                  (ii) Full Principal Prepayments and any Liquidation
         Proceeds received by the Master Servicer or Sub-Servicers with
         respect to such Mortgage Loans in the related Prepayment Period,
         with interest to the date of prepayment or liquidation, net of the
         amount thereof comprising the Master Servicing Fee due the Master
         Servicer;

                  (iii) Partial prepayments of principal received by the
         Master Servicer or Sub-Servicers for such Mortgage Loans in the
         related Prepayment Period; and

                  (iv) Any amount to be used as a Certificate Account
         Advance.

         (c) Withdrawals may be made from a Protected Account only to make
remittances as provided in Sections 4.01(b) or 4.03(c), or Section 4.04; to
reimburse the Master Servicer or a Sub-Servicer for advances of principal
and interest which have been recovered by subsequent collection from the
related Mortgagor; to remove amounts deposited in error; to remove fees,
charges or other such amounts deposited on a temporary basis; or to clear
and terminate the account at the termination of this Agreement in
accordance with Section 10.01.

         (d) The Master Servicer shall deliver to the Trustee on or prior
to the Determination Date in each month a statement from the institution at
which each Protected Account is maintained showing deposits and withdrawals
during the prior month.

         Section 4.02. Certificate Account.

         (a) The Trustee shall establish and maintain in the name of the
Trustee, for the benefit of the Certificateholders, the Certificate Account
as a segregated non-interest bearing trust account or accounts. The
Certificate Account shall have two separate subaccounts, one each for all
funds with respect to each Mortgage Loan Group. The Trustee will deposit in
the appropriate subaccount as identified by the Master Servicer, of the
Certificate Account as received the following amounts:

                  (i) Any amounts withdrawn from a Protected Account
         pursuant to Section 4.01(b) or the Custody Account pursuant to
         Section 4.04;

                  (ii) Any Monthly Advance and any Compensating Interest
         Payments;

                  (iii) Any Insurance Proceeds or Liquidation Proceeds
         received by the Master Servicer which were not deposited in a
         Protected Account or the Custody Account;

                  (iv) The Repurchase Price with respect to any Mortgage
         Loans purchased by [ ] pursuant to Section 2.02 or 2.03 or by the
         Master Servicer pursuant to Section 3.19, any amounts which are to
         be treated pursuant to Section 2.04 as the payment of such a
         Repurchase Price, and all proceeds of any Mortgage Loans or
         property acquired with respect thereto repurchased by the Master
         Servicer or its designee pursuant to Section 10.01;

                  (v) Any amounts required to be deposited with respect to
         losses on Permitted Investments pursuant to Section 4.02(d) or
         Section 4.04(d) below; and

                  (vi) Any other amounts received by the Master Servicer or
         the Trustee and required to be deposited in such subaccount of the
         Certificate Account pursuant to this Agreement.

         (b) All amounts deposited to the Certificate Account shall be held
by the Trustee in the name of the Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this
Agreement, subject to the right of the Master Servicer to require the
Trustee to make withdrawals therefrom as provided herein. The foregoing
requirements for crediting the Certificate Account shall be exclusive, it
being understood and agreed that, without limiting the generality of the
foregoing, payments in the nature of prepayment or late payment charges or
assumption, tax service, statement account or payoff, substitution,
satisfaction, release and other like fees and charges need not be credited
by the Master Servicer or the related Sub-Servicer to the Certificate
Account and may be retained by the Master Servicer or the related
Sub-Servicer as servicing compensation. In the event that the Master
Servicer shall deposit or cause to be deposited to the Certificate Account
any amount not required to be credited thereto, or shall deposit or cause
to be deposited to a subaccount of the Certificate Account any amount which
should appropriately be credited to the other subaccount of the Certificate
Account, the Trustee, upon receipt of a written request therefor signed by
a Servicing Officer of the Master Servicer, shall promptly transfer such
amount to the Master Servicer or to the other subaccount of the Certificate
Account, as applicable, any provision herein to the contrary
notwithstanding.

         (c) The Certificate Account shall constitute a trust account of
the Trust Fund segregated on the books of the Trustee and held by the
Trustee in trust, and the Certificate Account and the funds deposited
therein shall not be subject to, and shall be protected from, all claims,
liens, and encumbrances of any creditors or depositors of the Trustee or
the Master Servicer (whether made directly, or indirectly through a
liquidator or receiver of the Trustee or the Master Servicer). The amount
at any time credited to the Certificate Account shall be (i) fully insured
by the FDIC to the maximum coverage provided thereby, (ii) at the written
direction of the Master Servicer invested, in the name of the Trustee, or
its nominee, for the benefit of the Certificateholders, in such Permitted
Investments to be held by the Trustee as the Master Servicer may direct
(such direction to be confirmed in writing) and in the absence of such
direction, the Trustee shall invest funds in the Certificate Account in
Permitted Investments described in clause (viii) of the definition thereof,
or (iii) from the maturity of any Permitted Investment on the Business Day
prior to a Distribution Date through the distribution of such funds on such
Distribution Date or at such other time and in such amount as, in the
judgment of the Master Servicer, cannot reasonably be invested in
accordance with item (i) or (ii) of this sentence, held by the Trustee in
such Certificate Account. All Permitted Investments shall mature or be
subject to redemption or withdrawal on or before, and shall be held until,
the next succeeding Distribution Date if the obligor for such Permitted
Investment is the Trustee or, if such obligor is any other Person, the
Business Day preceding such Distribution Date. With respect to the
Certificate Account and the funds deposited therein, the Trustee shall take
such action as may be necessary to ensure that the Certificateholders shall
be entitled to the priorities afforded to such a trust account (in addition
to a claim against the estate of the Trustee) as provided by 12 U.S.C.
ss.ss.. 92a(e), if applicable, or any applicable comparable state statute
applicable to state chartered banking corporations.

         (d) The income earned from Permitted Investments made pursuant to
this Section 4.02 shall be paid to the Master Servicer, as additional
compensation for its obligations under this Agreement, and the risk of loss
of moneys required to be distributed to the Certificateholders resulting
from such investments shall be borne by and be the risk of the Master
Servicer. The amount of any such loss shall be remitted by the Master
Servicer to the Trustee for deposit in the Certificate Account within [ ]
Business Days of receipt of notification of such loss but not later than
the [ ] Business Day prior to the Distribution Date on which the moneys so
invested are required to be distributed to the Certificateholders.

         Section 4.03. Permitted Withdrawals and Transfers from the
Certificate Account.

         (a) The Trustee will, from time to time on demand of the Master
Servicer, make or cause to be made such withdrawals or transfers from the
appropriate subaccount of the Certificate Account as the Master Servicer
has designated for such transfer or withdrawal as specified in a
certificate signed by a Servicing Officer (upon which the Trustee may
conclusively rely) for the following purposes:

                  (i) to reimburse the Master Servicer or any Sub-Servicer
         for any Monthly Advance of its own funds or any advance of such
         Sub-Servicer's own funds, the right of the Master Servicer or a
         Sub-Servicer to reimbursement pursuant to this subclause (i) being
         limited to amounts received on a particular Mortgage Loan
         (including, for this purpose, the Repurchase Price therefor,
         Insurance Proceeds and Liquidation Proceeds) which represent late
         payments or recoveries of the principal of or interest on such
         Mortgage Loan respecting which such Monthly Advance or advance was
         made;

                  (ii) to reimburse the Master Servicer or any Sub-Servicer
         from Insurance Proceeds or Liquidation Proceeds relating to a
         particular Mortgage Loan for amounts expended by the Master
         Servicer or such Sub-Servicer pursuant to Section 3.12 in good
         faith in connection with the restoration of the related Mortgaged
         Property which was damaged by an Uninsured Cause or in connection
         with the liquidation of such Mortgage Loan;

                  (iii) to reimburse the Master Servicer or any
         Sub-Servicer from Insurance Proceeds relating to a particular
         Mortgage Loan for Insured Expenses incurred with respect to such
         Mortgage Loan and to reimburse the Master Servicer or such
         Sub-Servicer from Liquidation Proceeds from a particular Mortgage
         Loan for Liquidation Expenses incurred with respect to such
         Mortgage Loan; provided, that the Master Servicer shall not be
         entitled to reimbursement for Liquidation Expenses with respect to
         a Mortgage Loan to the extent that: (A) any amounts with respect
         to such Mortgage Loan were paid as Excess Liquidation Proceeds
         pursuant to clause (xi) of this Section 4.03(a) to the Master
         Servicer; and (B) such Liquidation Expenses were not included in
         the computation of such Excess Liquidation Proceeds;

                  (iv) to pay the Master Servicer or any Sub-Servicer
         (payment to any Sub-Servicer to be subject to prior payment to the
         Master Servicer of an amount equal to the Master Servicing Fee),
         as appropriate, from Liquidation Proceeds or Insurance Proceeds
         received in connection with the liquidation of any Mortgage Loan,
         the amount which it or such Sub-Servicer would have been entitled
         to receive under subclause (ix) of this Section 4.03(a) as
         servicing compensation on account of each defaulted scheduled
         payment on such Mortgage Loan if paid in a timely manner by the
         related Mortgagor, but only to the extent that the aggregate of
         Liquidation Proceeds and Insurance Proceeds with respect to such
         Mortgage Loan, after any reimbursement to the Master Servicer or
         any Sub-Servicer, pursuant to subclauses (i), (ii), (iii) and (vi)
         of this Section 4.03(a), exceeds the Outstanding Principal Balance
         of such Mortgage Loan plus accrued and unpaid interest thereon at
         the related Mortgage Interest Rate less the Master Servicing Fee
         Rate to but not including the date of payment;

                  (v) to pay the Master Servicer or any Sub-Servicer
         (payment to any Sub-Servicer to be subject to prior payment to the
         Master Servicer of the portion of the Master Servicing Fee which
         the Master Servicer is entitled to retain as evidenced in writing
         to the Trustee by the Master Servicer, as appropriate, from the
         Repurchase Price for any Mortgage Loan, the amount which it or
         such Sub-Servicer would have been entitled to receive under
         subclause (ix) of this Section 4.03(a) as servicing compensation,
         but only to the extent that the Repurchase Price with respect to
         such Mortgage Loan after any reimbursement to the related Master
         Servicer and Sub-Servicer pursuant to subclauses (i) and (vi) of
         this Section 4.03(a) exceeds the Outstanding Principal Balance of
         such Mortgage Loan plus accrued and unpaid interest thereon at the
         related Mortgage Interest Rate less the Master Servicing Fee Rate
         through the last day of the month of repurchase;

                  (vi) to reimburse the Master Servicer or any Sub-Servicer
         for advances of funds pursuant to Sections 3.07, 3.09 and 3.10,
         the right to reimbursement pursuant to this subclause being
         limited to amounts received on the related Mortgage Loan
         (including, for this purpose, the Repurchase Price therefor,
         Insurance Proceeds and Liquidation Proceeds) which represent late
         recoveries of the payments for which such advances were made;

                  (vii) to pay the Master Servicer or any Sub-Servicer, as
         the case may be, with respect to each Mortgage Loan that has been
         purchased pursuant to Section 2.02, 2.03, 2.04, 3.19 or 10.01, all
         amounts received thereon, representing recoveries of principal
         that reduce the Outstanding Principal Balance of the related
         Mortgage Loan below the Outstanding Principal Balance used in
         calculating the Repurchase Price or representing interest included
         in the calculation of the Repurchase Price or accrued after the
         end of the month during which such repurchase occurs;

                  (viii) to reimburse the Master Servicer or any
         Sub-Servicer for any Monthly Advance or advance, after a Realized
         Loss has been allocated with respect to the related Mortgage Loan
         if the Monthly Advance or advance has not been reimbursed pursuant
         to clauses (i) and (vi), such reimbursement to come from the
         subaccount relating to the Mortgage Loan Group of which the
         related Mortgage Loan is a part;

                  (ix) to pay the Master Servicer and any Sub-Servicer
         servicing compensation as set forth in Section 3.14;

                  (x) to reimburse the Master Servicer for expenses, costs
         and liabilities incurred by and reimbursable to it pursuant to
         Section 7.04(d), which, if not specifically allocable to a
         Mortgage Loan Group, shall be allocated between the subaccounts,
         pro rata, based on the Scheduled Principal Balances of the Group I
         Mortgage Loans and the Group II Mortgage Loans, respectively;

                  (xi) to pay to the Master Servicer, as additional
         servicing compensation, any Excess Liquidation Proceeds;

                  (xii) to clear and terminate the Certificate Account
         pursuant to Section 10.01; and

                  (xiii) to remove amounts deposited in error.

The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
reimbursement from the Certificate Account pursuant to subclauses (i)
through (vi), inclusive, and (viii).

         (b) On each Distribution Date, the Trustee shall make the
following payments in the priority set forth from the funds in the
Certificate Account: (i) first, the Trustee's Fees shall be paid to the
Trustee; and (ii) second, the amount distributable to the Holders of the
Certificates shall be payable in accordance with Section 6.01.

         (c) Notwithstanding the provisions of this Section 4.03, the
Master Servicer may, but is not required to, allow the Sub-Servicers to
deduct from amounts received by them or from the related Protected Account,
prior to deposit in the Certificate Account or the Custody Account, any
portion to which such Sub-Servicers are entitled as servicing compensation
(including income on Permitted Investments) or reimbursement of any
reimbursable advances made by such Sub-Servicers.

         Section 4.04. Custody Account.

         (a) The Trustee shall establish and maintain for the benefit of
the Certificateholders the Custody Account as a segregated non-interest
bearing trust account in the corporate trust department of a Designated
Depository Institution. The Custody Account shall constitute a trust
account of the Trust Fund segregated on the books of the Designated
Depository Institution and held by the Designated Depository Institution in
trust, and such Account and the funds deposited therein shall not be
subject to, and shall be protected from, all claims, liens, and
encumbrances of any creditors or depositors of the Designated Depository
Institution, the Trustee, the Master Servicer, any Sub-Servicer (whether
made directly, or indirectly through a liquidator or receiver of the
Designated Depository Institution, the Trustee, any Master Servicer, or any
Sub-Servicer). With respect to the Custody Account maintained with the
Trustee and the funds deposited therein, the Trustee shall take such action
as may be necessary to ensure that the Certificateholders shall be entitled
to the priorities afforded to such a trust account (in addition to a claim
against the estate of the Trustee) as provided by 12 U.S.C. ss.ss. 92a(e),
if applicable, or any applicable comparable state statute applicable to
state chartered banking corporations. The Custody Account shall be an
outside reserve fund of REMIC II and shall not constitute a part of REMIC
II (or REMIC I). The Trustee shall be the legal owner of the portion of the
Funds held in the Custody Account for the benefit of the Certificateholders
and for all federal income tax purposes, [ ] shall be the owner of the
Custody Account. For all federal tax purposes, amounts, if any, transferred
by REMIC II to the Custody Account shall be treated as amounts distributed
by REMIC II to [ ].

         (b) Within one Business Day after receipt, the Master Servicer
shall withdraw or shall cause to be withdrawn from each Protected Account
and shall immediately deposit or cause to be deposited in the Custody
Account all amounts in the Protected Account not otherwise invested in
Permitted Investments pursuant to Section 4.01 and exceeding the lesser of
$100,000 or the FDIC insurance limit (other than with respect to principal
of or interest on the Mortgage Loans due on or before the Cut-Off Date).

         (c) Withdrawals may be made from the Custody Account only to make
remittances as provided in Section 4.01(b) or 4.04(d); to reimburse the
Master Servicer or any Sub-Servicer for advances of principal and interest
which have been recovered by subsequent collection from the related
Mortgagor; to remove amounts deposited in error; to remove fees, charges or
other such amounts deposited on a temporary basis; or to clear and
terminate the account at the termination of this Agreement in accordance
with Section 10.01.

         (d) Funds in the Custody Account may be invested at the direction
of the Master Servicer (such direction to be confirmed promptly in writing)
in Permitted Investments held in trust for the benefit of the
Certificateholders and in the absence of such directions, funds in the
Custody Account shall be invested in Permitted Investments described in
clause (viii) of the definition thereof. Such Permitted Investments must
mature, or be subject to redemption or withdrawal, no later than the date
on which such funds are required to be withdrawn for deposit in the
Certificate Account pursuant to Section 4.01(b) and shall be held in such
Account until required for such deposit. The income earned from Permitted
Investments made pursuant to this Section 4.04 shall be paid to the Master
Servicer as additional compensation for its obligations under this
Agreement, and the risk of loss of moneys required to be distributed to the
Certificateholders resulting from such investments shall be borne by and be
the risk of the Master Servicer. The amount of any such loss shall be
deposited by the Master Servicer in the Custody Account within [ ] Business
Days of receipt of notification of such loss but not later than the [ ]
Business Day prior to the Distribution Date on which the moneys so invested
are required to be distributed to the Certificateholders.

         Section 4.05. Buydown Accounts.

         (a) With respect to each Group I Mortgage Loan that is a Buydown
Mortgage Loan, the Master Servicer shall require each Sub-Servicer to
establish and maintain a Buydown Account for the deposit of the Buydown
Funds provided to it. Each such Buydown Account shall be held in a
Designated Depository Institution segregated on the books of such
institution and designated as held in trust by each Sub-Servicer for the
benefit of the Mortgagor to secure the Mortgagor's obligations under the
Mortgage Note, and, except to the extent the mortgagee has a claim thereto,
shall not be deemed a part of the Trust Fund or subject to the Trust
created by this Agreement nor shall any income to the Master Servicer be
deemed part of the Trust Fund. The owner of each such Buydown Account shall
be the related Sub-Servicer and the related Sub-Servicer shall report for
income tax purposes any income as loss in such Buydown Account on its tax
returns. The amount at any time credited to the Buydown Account shall be
fully insured by the FDIC or, to the extent that such balance exceeds the
limits of such insurance, such excess must be (i) transferred to another
fully insured account in another Designated Depository Institution or (ii)
invested in Permitted Investments held in trust by each Sub-Servicer as
described above. If such excess is invested in Permitted Investments, such
Permitted Investments must mature no later than the date on which such
funds are required to be withdrawn for deposit in the Certificate Account.
The Master Servicer may permit the related Sub-Servicer to establish
Buydown Accounts not conforming to the foregoing requirements to the extent
that such Buydown Accounts meet the requirements of each Rating Agency for
the maintenance of a rating on the Certificates in the highest category of
each such Rating Agency.

         (b) Each Mortgagor under a Buydown Mortgage Loan shall be
obligated for the full amount due under the related Mortgage Note.

         (c) The Buydown Funds shall equal a sum of payments which, when
added to the payment required of the related Mortgagor on each Due Date, is
equal to the full monthly payment due on that Due Date.

         (d) On or before each day on which remittances are due to the
Certificate Account in accordance with Section 4.01, the related
Sub-Servicer shall withdraw from each Buydown Account relating to the
Mortgage Loans and deposit in the Protected Account, an amount of Buydown
Funds for each respective Buydown Mortgage Loan which, when added to the
amount due on such date from the Mortgagor on such Buydown Mortgage Loan,
shall equal the full monthly payment due on such Buydown Mortgage Loan.
Such amount deposited by the related Sub-Servicers shall be remitted to the
Certificate Account.

         (e) If the Mortgagor on a Buydown Mortgage Loan prepays such loan
in its entirety, during the Buydown Period, the Master Servicer shall cause
the related Sub-Servicer to withdraw from the Buydown Account and deposit
or cause to be deposited in its Protected Account such portion of the
Buydown Funds for such Buydown Mortgage Loan that is necessary to fully
prepay the related Mortgage Loan. Any funds remaining in the related
Buydown Account shall be returned to the original source of such Buydown
Funds.

         (f) If the Mortgagor on a Buydown Mortgage Loan defaults on such
loan during the Buydown Period and the property securing such Buydown
Mortgage Loan is sold in the liquidation thereof (either by the related
Sub-Servicer or the insurer under any related Primary Insurance Policy),
the Master Servicer shall cause the related Sub-Servicer to withdraw from
the Buydown Account and deposit in its Protected Account or pay to the
insurer under any related Primary Insurance Policy if the Mortgaged
Property is transferred to such insurer and such insurer pays all of the
loss incurred in respect of such default, the Buydown Funds for such
Buydown Mortgage Loan still held in the Buydown Account necessary to fully
repay such Buydown Mortgage Loan. Any funds remaining in the related
Buydown Account shall be returned to the original source of such Buydown
Funds.

                                 ARTICLE V

                              THE CERTIFICATES

         Section 5.01. Certificates.

         (a) The Depository, the Initial Beneficial Holder and the Trustee
have entered into a Depository Agreement dated as of [ ], 200[ ] (the
"Depository Agreement"). Except for the Physical Certificates, the
Individual Certificates and as provided in Section 5.01(b), the
Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times:

                  (i) registration of such Certificates may not be
         transferred by the Trustee except to a successor to the
         Depository;

                  (ii) ownership and transfers of registration of such
         Certificates on the books of the Depository shall be governed by
         applicable rules established by the Depository;

                  (iii) the Depository may collect its usual and customary
         fees, charges and expenses from its Depository Participants;

                  (iv) the Trustee shall deal with the Depository as
         representative of such Certificate Owners of the respective Class
         of Certificates for purposes of exercising the rights of
         Certificateholders under this Agreement, and requests and
         directions for and votes of such representative shall not be
         deemed to be inconsistent if they are made with respect to
         different Certificate Owners; and

                  (v) the Trustee may rely and shall be fully protected in
         relying upon information furnished by the Depository with respect
         to its Depository Participants.

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

         (b) If (i)(A) the Initial Beneficial Holder advises the Trustee in
writing that the Depository is no longer willing or able to properly
discharge its responsibilities as Depository and (B) the Trustee or the
Initial Beneficial Holder is unable to locate a qualified successor within
30 days or (ii) the Initial Beneficial Holder at its option advises the
Trustee in writing that it elects to terminate the book-entry system
through the Depository, the Trustee shall request that the Depository
notify all Certificate Owners of the occurrence of any such event and of
the availability of definitive, fully registered Certificates (the
"Definitive Certificates") to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Certificates by the Depository, accompanied
by registration instructions from the Depository for registration, the
Trustee shall issue the Definitive Certificates. Neither the Initial
Beneficial Holder, the Master Servicer nor the Trustee shall be liable for
any delay in delivery of such instructions and may conclusively rely on,
and shall be protected in relying on, such instructions.

         (c) REMIC II will be evidenced by (x) the REMIC II Regular
Certificates, which will be uncertificated and non-transferable and are
hereby designated as the "regular interests" in REMIC II and (y) the Class
R-2 Certificates, which are hereby designated as the single "residual
interest" in REMIC II. Except as discussed below, principal and interest
shall be paid on the REMIC II Regular Certificates in the same order and
priority as payments are to be made on the Corresponding Classes of
Certificates (disregarding the Class X Certificates). The REMIC II Regular
Certificates and the Class R-2 Certificates will have the following
designations and pass-through rates, and distributions of principal and
interest thereon shall be allocated to the Corresponding Class of
Certificates in the following manner:

                  CORRESPONDING CLASSES OF CERTIFICATES(1)

                                       PASS-THROUGH  ALLOCATION OF ALLOCATION OF
                                       ------------- ------------- -------------
REMIC II CERTIFICATES  INITIAL BALANCE    RATE (2)     PRINCIPAL      INTEREST
---------------------  ---------------    --------     ---------      --------
       II-[ ]              $[ ]            [ ]
       II-[ ]              $[ ]            [ ]
       II-[ ]              $[ ]            [ ]
       II-[ ]              $[ ]            [ ]
       II-[ ]              $[ ]            [ ]
       II-[ ]              $[ ]            [ ]
       II-[ ]              $[ ]            [ ]
       II-[ ]              $[ ]            [ ]
       II-[ ]              $[ ]            [ ]
       II-PO               $[ ]            [ ]
       II-[ ]              $[ ](7)         [ ]
       II-[ ]              $[ ](8)         [ ]
       II-[ ]              $[ ]
        R[ ]               $[ ]

(1) Except as otherwise indicated, the amount of principal and interest
allocable from a REMIC II Certificate to its corresponding Class of
Certificates on any Distribution Date shall be [ ]%.

(2) For purposes of computing the Pass-Through Rates, [ ] is the rate
computed by dividing (i) the sum of the amounts computed for each Group I
Mortgage Loan determined by multiplying the principal balance of each Group
I Mortgage Loan by the Net Rate of the Group I Mortgage Loan, by (ii) the
sum of the amounts computed for each Group I Mortgage Loan by multiplying
the Non-PO Percentage with respect to each Group I Mortgage Loan by the
principal balance of the Group I Mortgage Loan; and [ ] is the weighted
average of the Net Rates of the Group II Mortgage Loans.

(3) Interest from REMIC II Certificates II-[ ], II-[ ], II-[ ], II-[ ],
II-[ ], and II-[ ] in excess of [ ]%, [ ]%, [ ]%, [ ]%, [ ]%, and [ ]%,
respectively, shall be allocated to the Class X Certificates as Separate
Components. Interest from each of the REMIC II Certificates II-[ ], II-[ ],
II-[ ], II-[ ], II-[ ] and II-[ ] in excess of [ ]% shall be allocated to
the Class X Certificates as Separate Components. However, if the sum of the
interest allocated to the various Separate Components exceeds the Accrued
Certificate Interest on the Class X Certificates, the interest allocated to
each Separate Component shall be reduced proportionally by such excess.

(4) Principal allocable to listed Certificates shall be apportioned among
such Certificates in the same order and priority as payments are to be made
with respect to the principal portions of such Certificates that pay
simultaneously, and interest allocable to the listed Certificates shall be
apportioned among such Certificates in proportion to payments of interest
on such Certificates.

(5) The Class II-[ ]Certificate will be a principal only Certificate and
will not bear interest.

(6) Principal and interest attributable to the Group I Mortgage Loans and
allocable to the Class B Certificates shall be apportioned among such
Certificates in the same order and priority as payments are to be made on
such Certificates. Principal and interest attributable to the Group II
Mortgage Loans and allocable to the Class B Certificates shall be
apportioned among such Certificates in the same order and priority as
payments are to be made on such Certificates.

(7) This Initial Balance is equal to the sum of the initial principal
balances of the Group I Mortgage Loans less the sum of the initial
principal balances of the Class [ ], Class PO, Class [ ] and Class [ ]
Certificates.

(8) This Initial Balance is equal to the sum of the initial principal
balances of the Group II Mortgage Loans less the initial principal balance
of the Class A-II Certificates.

(9) On each Distribution Date, Available Funds, if any, remaining in REMIC
II after payment of interest and principal, as designated above, will be
distributed to the Class [ ]Certificate. The first $[ ] of principal
payments on the Group I Mortgage Loans shall be distributed pro rata
between the Class II-[ ] and Class [ ] Certificates.

         (d) The Classes of the Certificates shall have the following
designations, initial principal amounts and Pass-Through Rates:

DESIGNATION          INITIAL PRINCIPAL AMOUNT        PASS-THROUGH RATE
-----------          ------------------------        -----------------
A-[    ]                       $[ ]                         [ ]%
A-[    ]                       $[ ]                         [ ]%
A-[    ]                       $[ ]                         [ ]%
A-[    ]                       $[ ]                         [ ]%
A-[    ]                       $[ ]                         [ ]%
A-[    ]                       $[ ]                         [ ]%
A-[    ]                       $[ ]                         (1)
A-[    ]                       $[ ]*                        (2)
A-[    ]                       $[ ]                         [ ]%
A-[    ]                       $[ ]                         [ ]%
A-[    ]                       $[ ]                         [ ]%
A-[    ]                       $[ ]                         [ ]%
PO                             $[ ]                         (3)
X                              $[ ]*                         (4)
B-[    ]                       $[ ]                         [ ]%
B-[    ]                       $[ ]                         [ ]%
B-[    ]                       $[ ]                         [ ]%
B-[    ]                       $[ ]                         [ ]%
B-[    ]                       $[ ]                         [ ]%
B-[    ]                       $[ ]                         [ ]%
R-[    ]                       $[ ]                         [ ]%
R-[    ]                       $[ ]                         (5)


* Original Notional Amount

(1) Class A-[ ] Certificates will bear interest at [ ]% per annum during
the first Interest Accrual Period. During each Interest Accrual Period
thereafter, the Class A-[ ] Certificates will bear interest, subject to a
maximum rate of [ ]% per annum and a minimum rate of [ ]% per annum, at a
rate per annum equal to [ ]%, in excess of LIBOR.

(2) The Class A-[ ] Certificates will bear interest at a rate per annum of
[ ]% per annum during the first Interest Accrual Period. During each
Interest Accrual Period thereafter, the Class A-[ ] Certificates will bear
interest, subject to a maximum rate of [ ]% per annum and a minimum rate of
[ ]% per annum, at a rate per annum equal to [ ]% minus LIBOR.

(3) The Class PO Certificates are principal only Certificates and will not
bear interest.

(4) The Class X Certificates will bear interest on their Class X Notional
Amount at a variable Pass-Through Rate equal to the excess of (a) the
weighted average of the Net Rates of all of the Mortgage Loans (weighted on
the basis of the Scheduled Principal Balances thereof) over (b) the
weighted average of the Pass-Through Rates of all the Certificates (other
than the Class X Certificates).

(5) The Class [ ] Certificates will bear interest at a variable
Pass-Through Rate equal to the weighted average of the Net Rates of the
Group I Mortgage Loans.

         (e) With respect to each Distribution Date, each Class of
Certificates (other than the Class PO Certificates) shall accrue interest
during the related Interest Accrual Period. With respect to each
Distribution Date and each such Class of Certificates, interest shall be
calculated based upon the respective Pass-Through Rate set forth, or
determined as provided, above and the Current Principal Amount or Class A-[
] Notional Amount or Class X Notional Amount, as the case may be, of such
Class applicable to such Distribution Date.

         (f) The Certificates shall be substantially in the forms set forth
in Exhibit A-1 and A-2. On original issuance, the Trustee shall sign,
countersign and shall deliver them at the direction of the Initial
Beneficial Holder. Pending the preparation of definitive Certificates of
any Class, the Trustee may sign and countersign temporary Certificates that
are printed, lithographed or typewritten, in authorized denominations for
Certificates of such Class, substantially of the tenor of the definitive
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
or authorized signatories executing such Certificates may determine, as
evidenced by their execution of such Certificates. If temporary
Certificates are issued, the Initial Beneficial Holder will cause
Definitive Certificates to be prepared without unreasonable delay. After
the preparation of Definitive Certificates, the temporary Certificates
shall be exchangeable for Definitive Certificates upon surrender of the
temporary Certificates at the office of the Trustee, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall sign and countersign and deliver in
exchange therefor a like aggregate principal amount, in authorized
denominations for such Class, of definitive Certificates of the same Class.
Until so exchanged, such temporary Certificates shall in all respects be
entitled to the same benefits as Definitive Certificates.

         (g) Each Class of Book-Entry Certificates will be registered as a
single Certificate of such Class held by a nominee of the Depository or the
DTC Custodian, and beneficial interests will be held by investors through
the book-entry facilities of the Depository in minimum denominations of
$25,000 (except $500,000 in the case of Class A-[ ] Certificates and
$1,000,000 in the case of the Class X Certificates) and in each case
increments of $1 in excess thereof, except that one Certificate of each
such Class may be issued in a different amount so that the sum of the
denominations of all outstanding Certificates of such Class shall equal the
Current Principal Amount of such Class on the Closing Date. Each Class of
Global Certificates shall be issued in fully registered form in minimum
dollar denominations of $500,000 in the case of class A-[ ] Certificates
and $1,000,000 in the case of the Class X Certificates and $25,000 and
integral multiples of $1 in excess thereof, except that one Certificate of
each Class may be in a different denomination so that the sum of the
denominations of all outstanding Certificates of such Class shall equal the
Current Principal Amount of such Class on the Closing Date. On the Closing
Date, the Trustee shall execute and countersign (i) one or more Global
Certificates of each Class and/or (ii) Individual Certificates all in an
aggregate principal amount that shall equal the Current Principal Amount of
such Class on the Closing Date. The Global Certificates shall be delivered
by the Initial Beneficial Holder to the Depository or pursuant to the
Depository's instructions, shall be delivered by the Initial Beneficial
Holder on behalf of the Depository to and deposited with the DTC Custodian.
The Class [ ], Class [ ] and Class [ ] Certificates will be issued in
certificated fully-registered form in minimum denominations of $25,000 and
increments of $1 in excess thereof, except that one Certificate of each
such Class may be issued in a different amount so that the sum of the
denominations of all outstanding Certificates of such Class shall equal the
Current Principal Amount (or Notional Amount in the case of the Class X
Certificates) of such Class on the Closing Date. The Class [ ] and Class [
] Certificates shall be issued in certificated fully-registered form in the
denomination of $100 each. The Trustee shall sign them by facsimile or
manual signature and countersign them by manual signature on behalf of the
Trustee by authorized signatories, who shall be Responsible Officers of the
Trustee or its agent. A Certificate bearing the manual and facsimile
signatures of individuals who were the authorized signatories of the
Trustee or its agent at the time of issuance shall bind the Trustee,
notwithstanding that such individuals or any of them have ceased to hold
such positions prior to the delivery of such Certificate.

         (h) No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such
Certificate the countersignature of the Trustee or its agent, and such
countersignature upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly executed and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date. All Certificates issued thereafter shall be dated the date of
their countersignature.

         (i) The Closing Date is hereby designated as the "startup" day of
each REMIC within the meaning of Section 860G(a)(9) of the Code.

         (j) For federal income tax purposes, each REMIC shall have a tax
year that is a calendar year and shall report income on an accrual basis.

         (k) The Trustee shall cause each REMIC to elect to be treated as a
REMIC under Section 860D of the Code. Any inconsistencies or ambiguities in
this Agreement or in the administration of any Trust established hereby
shall be resolved in a manner that preserves the validity of such
elections.

         (l) The Assumed Final Distribution Date for each Class of
Certificates and REMIC II Certificates is [ ], 20[ ].

         Section 5.02. Registration of Transfer and Exchange of
Certificates.

         (a) The Trustee shall maintain at an office or agency a
Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein
provided.

         (b) Subject to Section 5.01(a) and, in the case of each Class of
Global Certificates or Physical Certificates upon the satisfaction of the
conditions set forth below, upon surrender for registration of transfer of
any Certificate at any office or agency of the Trustee maintained for such
purpose, the Trustee shall sign, countersign and shall deliver, in the name
of the designated transferee or transferees, a new Certificate of a like
Class and aggregate Fractional Undivided Interest, but bearing a different
number.

         (c) By acceptance of an Individual Certificate, whether upon
original issuance or subsequent transfer, each holder of such a Certificate
acknowledges the restrictions on the transfer of such Certificate set forth
in the Securities Legend and agrees that it will transfer such a
Certificate only as provided herein. In addition to the provisions of
Section 5.02(h), the following restrictions shall apply with respect to the
transfer and registration of transfer of an Individual Certificate to a
transferee that takes delivery in the form of an Individual Certificate:

                  (i) The Trustee shall register the transfer of an
         Individual Certificate if the requested transfer is being made to
         a transferee who has provided the Trustee with a Rule 144A
         Certificate; and

                  (ii) The Trustee shall register the transfer of any
         Individual Certificate if : (A) the transferor has advised the
         Trustee in writing that the Certificate is being transferred to an
         Institutional Accredited Investor; and (B) prior to the transfer
         the transferee furnishes to the Trustee an Investment Letter;
         provided, that if based upon an Opinion of Counsel to the effect
         that the delivery of (A) and (B) above are not sufficient to
         confirm that the proposed transfer is being made pursuant to an
         exemption from, or in a transaction not subject to, the
         registration requirements of the Securities Act and other
         applicable laws, the Trustee shall as a condition of the
         registration of any such transfer require the transferor to
         furnish such other certifications, legal opinions or other
         information prior to registering the transfer of an Individual
         Certificate as shall be set forth in such Opinion of Counsel.

         (d) Subject to Section 5.02(h), so long as the Global Certificate
of such Class remains outstanding and is held by or on behalf of the
Depository, transfers of beneficial interests in such Class of Global
Certificates, or transfers by holders of Individual Certificates of such
Class to transferees that take delivery in the form of beneficial interests
in the Global Certificate, may be made only in accordance with this Section
5.02(d) and in accordance with the rules of the Depository:

                  (i) In the case of a beneficial interest in the Global
         Certificate being transferred to an Institutional Accredited
         Investor, such transferee shall be required to take delivery in
         the form of an Individual Certificate or Certificates and the
         Trustee shall register such transfer only upon compliance with the
         provisions of Section 5.02(c)(ii);

                  (ii) In the case of a beneficial interest in a Class of
         Global Certificates being transferred to a transferee that takes
         delivery in the form of an Individual Certificate or Certificates
         of such Class, except as set forth in clause (i) above, the
         Trustee shall register such transfer only upon compliance with the
         provisions of Section 5.02(c)(i);

                  (iii) In the case of an Individual Certificate of a Class
         being transferred to a transferee that takes delivery in the form
         of a beneficial interest in a Global Certificate of such Class,
         the Trustee shall register such transfer if the transferee has
         provided the Trustee with a Rule 144A Certificate; and

                  (iv) No restrictions shall apply with respect to the
         transfer or registration of transfer of a beneficial interest in
         the Global Certificate of a Class to a transferee that takes
         delivery in the form of a beneficial interest in the Global
         Certificate of such Class.

         (e) Subject to Section 5.02(h), an exchange of a beneficial
interest in a Global Certificate of a Class for an Individual Certificate
or Certificates of such Class, an exchange of an Individual Certificate or
Certificates of a Class for a beneficial interest in the Global Certificate
of such Class and an exchange of an Individual Certificate or Certificates
of a Class for another Individual Certificate or Certificates of such Class
(in each case, whether or not such exchange is made in anticipation of
subsequent transfer, and, in the case of the Global Certificate of such
Class, so long as such Certificate remains outstanding and is held by or on
behalf of the Depository) may be made only in accordance with this Section
5.02(e) and in accordance with the rules of the Depository:

                  (i) A holder of a beneficial interest in a Global
         Certificate of a Class may at any time exchange such beneficial
         interest for an Individual Certificate or Certificates of such
         Class;

                  (ii) A holder of an Individual Certificate or
         Certificates of a Class may exchange such Certificate or
         Certificates for a beneficial interest in the Global Certificate
         of such Class if such holder furnishes to the Trustee a Rule 144A
         Certificate; and

                  (iii) A holder of an Individual Certificate of a Class
         may exchange such Certificate for an equal aggregate principal
         amount of Individual Certificates of such Class in different
         authorized denominations without any certification.

         (f) (i) Upon acceptance for exchange or transfer of an Individual
Certificate of a Class for a beneficial interest in a Global Certificate of
such Class as provided herein, the Trustee shall cancel such Individual
Certificate and shall (or shall request the Depository to) endorse on the
schedule affixed to the applicable Global Certificate (or on a continuation
of such schedule affixed to the Global Certificate and made a part thereof)
an appropriate notation evidencing the date of such exchange or transfer
and an increase in the certificate balance of the Global Certificate equal
to the certificate balance of such Individual Certificate exchanged or
transferred therefor; and

                  (ii) Upon acceptance for exchange or transfer of a
         beneficial interest in a Global Certificate of a Class for an
         Individual Certificate of such Class as provided herein, the
         Trustee shall (or shall request the Depository to) endorse on the
         schedule affixed to such Global Certificate (or on a continuation
         of such schedule affixed to such Global Certificate and made a
         part thereof) an appropriate notation evidencing the date of such
         exchange or transfer and a decrease in the certificate balance of
         such Global Certificate equal to the certificate balance of such
         Individual Certificate issued in exchange therefor or upon
         transfer thereof.

         (g) The Securities Legend shall be placed on any Individual
Certificate issued in exchange for or upon transfer of another Individual
Certificate or of a beneficial interest in a Global Certificate.

         (h) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the holder of any Individual Certificate may transfer
or exchange the same in whole or in part (in an initial certificate balance
equal to the minimum authorized denomination or any integral multiple of $1
in excess thereof) by surrendering such Certificate at the Corporate Trust
Office, or at the office of any transfer agent, together with an executed
instrument of assignment and transfer satisfactory in form and substance to
the Trustee in the case of transfer and a written request for exchange in
the case of exchange. The holder of a beneficial interest in a Global
Certificate may, subject to the rules and procedures of the Depository,
cause the Depository (or its nominee) to notify the Trustee in writing of a
request for transfer or exchange of such beneficial interest for an
Individual Certificate or Certificates. Following a proper request for
transfer or exchange, the Trustee shall, within five Business Days of such
request made at such Corporate Trust Office, sign, countersign and deliver
at such Corporate Trust Office, to the transferee (in the case of transfer)
or holder (in the case of exchange) or send by first class mail at the risk
of the transferee (in the case of transfer) or holder (in the case of
exchange) to such address as the transferee or holder, as applicable, may
request, an Individual Certificate or Certificates, as the case may
require, for a like aggregate Fractional Undivided Interest and in such
authorized denomination or denominations as may be requested. The
presentation for transfer or exchange of any Individual Certificate shall
not be valid unless made at the Corporate Trust Office by the registered
holder in person, or by a duly authorized attorney-in-fact.

         (i) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like
Class and aggregate Fractional Undivided Interest, upon surrender of the
Certificates to be exchanged at any such office or agency; provided,
however, that no Certificate may be exchanged for new Certificates unless
the original Fractional Undivided Interest represented by each such new
Certificate (i) is at least $25,000 with respect to the Certificates other
than Class A-[ ] Certificates, Class X Certificates and the Residual
Certificates, at least $500,000 with respect to the Class A-[ ]
Certificates, at least $1,000,000 with respect to the Class X Certificates
and at least $100 with respect to each Residual Certificate or (ii) is
acceptable to the Initial Beneficial Holder as indicated to the Trustee in
writing. Whenever any Certificates are so surrendered for exchange, the
Trustee shall sign and countersign and the Trustee shall deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

         (j) If the Trustee so requires, every Certificate presented or
surrendered for transfer or exchange shall be duly endorsed by, or be
accompanied by a written instrument of transfer, with a signature
guarantee, in form satisfactory to the Trustee, duly executed by the holder
thereof or his or her attorney duly authorized in writing.

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

         (l) The Trustee shall cancel all Certificates surrendered for
transfer or exchange but shall retain such Certificates in accordance with
its standard retention policy or for such further time as is required by
the record retention requirements of the Securities Exchange Act of 1934,
as amended, and thereafter may destroy such Certificates.

         (m) The following legend shall be placed on each Class PO
Certificate, whether upon original issuance or upon issuance of any other
Class PO Certificate, in exchange therefor or upon transfer thereof:

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO "BENEFIT PLAN INVESTORS" AS SUCH
TERM IS DEFINED IN 29 C.F.R. SS. 2510.3-101 (OTHER THAN BENEFIT PLAN
INVESTORS WHICH ARE NOT SUBJECT TO TITLE I OF ERISA) ("BENEFIT PLAN
INVESTORS") UNLESS THE TRANSFEREE PROVIDES A BENEFIT PLAN OPINION TO THE
TRUSTEE; PROVIDED THAT THIS CERTIFICATE MAY BE TRANSFERRED TO A BENEFIT
PLAN INVESTOR WITHOUT DELIVERY OF A BENEFIT PLAN OPINION IF THIS
CERTIFICATE IS MADE AVAILABLE FOR PURCHASE IN THE SECONDARY MARKET THROUGH
AN UNDERWRITING OR SALE OR PLACEMENT BY AN ENTITY WHICH HAS BEEN GRANTED AN
UNDERWRITER'S PROHIBITED TRANSACTION EXEMPTION SIMILAR TO PTE 90-30 OR PTE
90-24.

         (n) The following legend shall be placed on each Class [ ], Class
[ ], Class [ ], Class [ ], Class [ ] and Class [ ] Certificates, whether
upon original issuance or upon issuance of any other Certificate of any
such Class in exchange therefor or upon transfer thereof:

THIS CERTIFICATE MAY NOT BE TRANSFERRED TO "BENEFIT PLAN INVESTORS" AS SUCH
TERM IS DEFINED IN 29 C.F.R. SS. 2510.3-101 (OTHER THAN BENEFIT PLAN
INVESTORS WHICH ARE NOT SUBJECT TO TITLE I OF ERISA)UNLESS THE TRANSFEREE
PROVIDES A BENEFIT PLAN OPINION TO THE TRUSTEE.

         (o) Subject to the matters set forth in Section 5.02(j) and (k),
the Class X Certificates and subject to the matters set forth in Section
5.02(k) and (m), the Class PO Certificates may be transferred without
provision of any additional documents to the Trustee.

         Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.

         (a) If (i) any mutilated Certificate is surrendered to the
Trustee, or the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee such security or indemnity as it may require to save it
harmless, and (iii) the Trustee has not received notice that such
Certificate has been acquired by a third Person, the Trustee shall sign,
countersign and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
Fractional Undivided Interest but in each case bearing a different number.
The mutilated, destroyed, lost or stolen Certificate shall thereupon be
canceled of record by the Trustee and shall be of no further effect and
evidence no rights.

         (b) Upon the issuance of any new Certificate under this Section
5.03, the Trustee may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee)
connected therewith. Any duplicate Certificate issued pursuant to this
Section 5.03 shall constitute complete and indefeasible evidence of
ownership in the Trust Fund, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

         Section 5.04. Persons Deemed Owners. Prior to due presentation of
a Certificate for registration of transfer, the Initial Beneficial Holder,
the Master Servicer, the Trustee and any agent of the Initial Beneficial
Holder, the Master Servicer or the Trustee may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 6.01 and for all
other purposes whatsoever. Neither the Initial Beneficial Holder, the
Master Servicer, the Trustee nor any agent of the Initial Beneficial
Holder, the Master Servicer or the Trustee shall be affected by notice to
the contrary. No Certificate shall be deemed duly presented for a transfer
effective on any Record Date unless the Certificate to be transferred is
presented no later than the close of business on the third Business Day
preceding such Record Date.

         Section 5.05. Transfer Restrictions On Residual Certificates.

         (a) Residual Certificates, or interests therein, may not be
transferred without the prior express written consent of the Tax Matters
Person. As a prerequisite to such consent, the proposed transferee must
provide the Tax Matters Person and the Trustee with an affidavit that the
proposed transferee is not a Disqualified Organization (as defined in
Section 5.05(b)) (and, unless the Tax Matters Person consents to the
transfer to a person who is not a U.S. Person, an affidavit that it is a
U.S. Person) as provided in Section 5.05(b).

         (b) No transfer, sale or other disposition of a Residual
Certificate (including a beneficial interest therein) may be made unless,
prior to the transfer, sale or other disposition of the Residual
Certificate, the proposed transferee (including the initial purchasers
thereof) delivers to the Tax Matters Person and the Trustee an affidavit in
the form attached hereto as Exhibit E stating, among other things, that as
of the date of such transfer (i) such transferee is not any of (A) the
United States, any state or political subdivision thereof, any foreign
government, any international organization, or any agency or
instrumentality of any of the foregoing (other than an instrumentality that
is a corporation all of whose activities are subject to tax under Chapter 1
of Subtitle A of the Code and (except in the case of Freddie Mac) a
majority of whose board of directors is not selected by the United States,
or any state or political subdivision thereof), (B) any organization that
is exempt from any tax imposed by Chapter 1 of Subtitle A of the Code,
other than (x) a tax-exempt farmers' cooperative within the meaning of
Section 521 of the Code or (y) an organization that is subject to the tax
imposed by Section 511 of the Code on "unrelated business taxable income"
or (C) a corporation operating on a cooperative basis that is engaged in
furnishing electric energy or providing telephone service to persons in
rural areas (within the meaning of Section 1381(a)(2)(C) of the Code) (any
Person described in (A), (B), or (C) being referred to herein as a
"Disqualified Organization") and that (ii) such transferee is not acquiring
such Residual Certificate for the account of a Disqualified Organization.
The Tax Matters Person shall not consent to a transfer of a Residual
Certificate if it has actual knowledge that any statement made in the
affidavit issued pursuant to the preceding sentence is not true.
Notwithstanding any transfer, sale or other disposition of a Residual
Certificate to a Disqualified Organization, such transfer, sale or other
disposition shall be deemed to be of no legal force or effect whatsoever
and such Disqualified Organization shall not be deemed to be a Holder of a
Residual Certificate for any purpose hereunder, including, but not limited
to, the receipt of distributions thereon. If any purported transfer shall
be in violation of the provisions of this Section 5.05(b), then the prior
Holder thereof shall, upon discovery that the transfer of such Residual
Certificate was not in fact permitted by this Section 5.05(b), be restored
to all rights as a Holder thereof retroactive to the date of the purported
transfer. The Trustee and the Tax Matters Person shall be under no
liability to any Person for any registration or transfer of a Residual
Certificate that is not permitted by this Section 5.05(b) or for making
payments due on such Residual Certificate to the purported Holder thereof
or taking any other action with respect to such purported Holder under the
provisions of this Agreement so long as the written affidavit referred to
above was received with respect to such transfer, and the Tax Matters
Person and the Trustee had no knowledge that it was untrue. The prior
Holder shall be entitled to recover from any purported Holder of a Residual
Certificate that was in fact not a permitted transferee under this Section
5.05(b) at the time it became a Holder all payments made on such Residual
Certificate. Each Holder of a Residual Certificate, by acceptance thereof,
shall be deemed for all purposes to have consented to the provisions of
this Section 5.05(b) and to any amendment of this Agreement deemed
necessary (whether as a result of new legislation or otherwise) by counsel
of the Tax Matters Person or the Initial Beneficial Holder to ensure that
the Residual Certificates are not transferred to a Disqualified
Organization and that any transfer of such Residual Certificates will not
cause the imposition of a tax upon the Trust or cause REMIC I or REMIC II
to fail to qualify as a REMIC.

         (c) Unless the Tax Matters Person shall have consented in writing
(which consent may be withheld in the Tax Matters Person's sole
discretion), the Residual Certificates (including a beneficial interest
therein) may not be purchased by or transferred to any person who is not a
"United States person," as such term is defined in Section 7701(a)(30) of
the Code.

         Section 5.06. Restrictions on Transferability of Private
Certificates.

         (a) No offer, sale, transfer or other disposition (including
pledge) of a Private Certificate shall be made by any Holder thereof unless
registered under the Securities Act, or an exemption from the registration
requirements of the Securities Act and any applicable state securities or
"Blue Sky" laws is available and the prospective transferee (other than the
Initial Beneficial Holder) of such Certificate signs and delivers to the
Trustee an Investment Letter, if the transferee is an Institutional
Accredited Investor, in the form set forth as Exhibit F-1 hereto, or a Rule
144A Certificate, if the transferee is a Qualified Institutional Buyer, in
the form set forth as Exhibit F-2 hereto. In the case of a proposed
transfer of a Private Certificate to a transferee other than a Qualified
Institutional Buyer, the Trustee shall require an Opinion of Counsel that
such transaction is exempt from the registration requirements of the
Securities Act. The cost of such opinion shall not be an expense of the
Trustee or the Trust Fund.

         (b) Each Class [ ], Class [ ] and Class [ ] Certificate shall bear
a Securities Legend.

         Section 5.07. ERISA Restrictions.

         (a) Subject to the provisions of Section 5.07(b), no Class PO or
Class B Certificates may be acquired by, or transferred to, an entity which
is acquiring such Certificates directly or indirectly for or on behalf of,
a "benefit plan investor" described in or subject to 29 C.F.R. ss.ss.
2510.3-101 (other than a benefit plan investor which is not subject to
Title I of ERISA)("Benefit Plan Investor") unless the proposed transferee
provides a Benefit Plan Opinion to the Trustee. A "Benefit Plan Opinion" is
an Opinion of Counsel (upon which the Trustee is authorized to rely) to the
effect that neither the proposed transfer and/or holding of a Certificate
nor the servicing, management and operation of the Trust: (i) will result
in a prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code or will be covered under an individual or class prohibited
transaction exemption including but not limited to Department of Labor
Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan
Asset Transactions Determined by Independent Qualified Professional Asset
Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving
Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain
Transactions Involving Insurance Company Pooled Separate Accounts), PTE
95-60 (Class Exemption for Certain Transactions Involving Insurance Company
General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset
Transactions Determined by In-House Asset Managers or (ii) will give rise
to any additional fiduciary duties under ERISA on the part of the Master
Servicer or the Trustee. A Benefit Plan Opinion shall not be an expense of
the Trustee or the Master Servicer.

         (b) In the event that the Class PO Certificates are made available
for purchase in the secondary market through an underwriting or sale or
placement by an entity which has been granted an underwriter's prohibited
transaction exemption similar to PTE 90-30, no Benefit Plan Opinion shall
be required for the Class PO Certificates to be acquired by, or transferred
to, an entity which is acquiring such Certificates directly or indirectly
for or on behalf of, a Benefit Plan Investor.

         (c) Any Person acquiring a Book-Entry Certificate or a Global
Certificate which represents one of the Classes referred to in Section
5.07(a), by acquisition of such Certificate, shall be deemed to have
represented to the Trustee that such Person is not a Benefit Plan Investor
nor a trustee, fiduciary or other party acting on behalf of any Benefit
Plan Investor.

         Section 5.08. Rule 144A Information. For so long as any
Subordinate Certificates are outstanding and are "restricted securities"
within the meaning of Rule 144(a)(3) of the Securities Act, (1) the Master
Servicer will provide or cause to be provided to any holder of such
Certificates and any prospective purchaser thereof designated by such a
holder, upon the request of such holder or prospective purchaser, the
information required to be provided to such holder or prospective purchaser
by Rule 144A(d)(4) under the Securities Act; and (2) the Master Servicer
shall update such information from time to time in order to prevent such
information from becoming false and misleading and will take such other
actions as are necessary to ensure that the safe harbor exemption from the
registration requirements of the Securities Act under Rule 144A is and will
be available for resales of such Certificates conducted in accordance with
Rule 144A.

         Section 5.09. Calculation of LIBOR. On each LIBOR Determination
Date, until the Current Principal Amount of the Class A-[ ] Certificates
and the Class A-[ ] Notional Amount have been reduced to zero, the Trustee
will either (i) request each Reference Bank to inform the Trustee of the
quotation offered by its principal London office for making one-month
United States dollar deposits in leading banks in the London interbank
market as of 11:00 a.m. (London time) on such LIBOR Determination Date, or
(ii) in lieu of making a request of the Reference Banks, the Trustee may
rely on the quotations for those Reference Banks that appear at such time
on the page (the "Relevant Screen Page") whatever its designation on which
LIBOR is for the time being displayed on the Reuters Monitor Money Rate
Service on the appropriate Association Press-Dow Jones Telerate, Inc., to
the extent available.

         LIBOR for the next Interest Accrual Period will be established by
the Trustee on each LIBOR Determination Date as follows:

         (a) If on any LIBOR Determination Date two or more Reference Banks
provide such offered quotations, LIBOR for the next Interest Accrual Period
shall be the arithmetic mean of such offered quotations (rounded upwards if
necessary to the nearest 1/100,000 of a percent (0.0000001)).

         (b) If on any LIBOR Determination Date only one or more of the
Reference Banks provides such offered quotations, LIBOR for the next
Interest Accrual Period shall be whichever is the higher of (i) LIBOR as
determined on the previous LIBOR Determination Date or (ii) the Reserve
Interest Rate. The "Reserve Interest Rate" shall be the rate per annum
which the Trustee determines to be either (i) the arithmetic mean (rounded
upwards if necessary to the nearest 1/100,000 of a percent (0.0000001)) of
the one-month United States dollar lending rates that New York City banks
selected by [GS Mortgage Securities Corp. ("GSMSC")] are quoting, on the
relevant LIBOR Determination Date, to the principal London offices of at
least two of the Reference Banks to which such quotations are, in the
opinion of the Trustee, being so made, or (ii) in the event that the
Trustee can determine no such arithmetic mean, the lowest one-month United
States dollar lending rate which New York City banks selected by GSMSC are
quoting on such LIBOR Determination Date to leading European banks.

         (c) If on any LIBOR Determination Date, the Trustee is required
but is unable to determine the Reserve Interest Rate in the manner provided
in paragraph (b) above, LIBOR shall be [ ]%.

         Until all of the Floating Rate Certificates are paid in full,
GSMSC will at all times retain at least four Reference Banks for the
purpose of determining LIBOR with respect to each LIBOR Determination Date
and shall inform the Trustee of which Reference Banks they have retained.
Each Reference Bank shall (i) be a leading bank engaged in transactions in
Eurodollar deposits in the international Eurocurrency market, (ii) not
control, be controlled by, or be under common control with GSMSC, and (iii)
have an established place of business in London. If any such Reference Bank
should be unwilling or unable to act as such or if GSMSC should terminate
the appointment of any such Reference Bank, GSMSC will promptly appoint
another leading bank meeting the criteria specified above. Neither GSMSC
nor the Trustee shall have any liability or responsibility to any Person
for (i) the selection of any Reference Bank for purposes of determining
LIBOR or (ii) any liability for a failure to retain at least four Reference
Banks which is caused by circumstances beyond their reasonable control.

         The Pass-Through Rates on the Floating Rate Certificates for each
Interest Accrual Period shall be determined by the Trustee on each LIBOR
Determination Date so long as such Floating Rate Certificates are
outstanding on the basis of LIBOR and the respective formulae appearing in
footnotes (1) and (2) to the tables in Section 5.01(d).

         In determining LIBOR and any Pass-Through Rate for the Floating
Rate Certificates, the Trustee may conclusively rely, and shall be
protected in relying, upon the offered quotations (whether written, oral or
on the Relevant Screen Page) from the Reference Banks or the New York City
banks as to LIBOR or the Reserve Interest Rate, as appropriate, in effect
from time to time. Neither GSMSC nor the Trustee shall have any liability
or responsibility to any Person for (i) GSMSC's selection of New York City
banks for purposes of determining any Reserve Interest Rate or (ii) the
Trustee's liability, following a good-faith reasonable effort, to obtain
such quotations from the Reference Banks or the New York City banks or to
determine such arithmetic mean, all as provided for in this Section 5.09.

         The establishment of LIBOR and each Pass-through Rate for the
Floating Rate Certificates by the Trustee shall (in the absence of manifest
error) be final, conclusive and binding upon such Holder of a Certificate
and GSMSC and their successors and assigns.

                                ARTICLE VI

                       PAYMENTS TO CERTIFICATEHOLDERS

         Section 6.01. Distributions on the Certificates.

         (a) Interest and principal on the Certificates will be distributed
by the Trustee monthly on each Distribution Date, commencing in [ ], 200[
], in an aggregate amount equal to the Available Funds for such
Distribution Date as follows:

                  (i) On each Distribution Date on or prior to the
         Cross-Over Date, an amount equal to the Group I Available Funds
         will be distributed in the following order of priority among the
         Certificates:

                  First, to the interest-bearing Class A-I Certificates,
         the Residual Certificates and Component I of the Class X
         Certificates, the Accrued Certificate Interest on each such Class
         and the Class X Component I Accrued Certificate Interest on such
         Component for such Distribution Date;

                  Second, to the interest-bearing Class A-I Certificates,
         the Residual Certificates and Component I of the Class X
         Certificates, any Accrued Certificate Interest and Class X
         Component I Accrued Certificate Interest thereon remaining
         undistributed from previous Distribution Dates, to the extent of
         remaining Group I Available Funds, any shortfall in available
         amounts being allocated among such Classes and Component in
         proportion to the amount of such Accrued Certificate Interest and
         Class X Component I Accrued Certificate Interest remaining
         undistributed for each such Class or Component for such
         Distribution Date;

                  Third, to the Class A-I Certificates (other than the
         Class A-I-8 Certificates), the Residual Certificates and the Class
         PO Certificates in reduction of the Current Principal Amounts
         thereof:

                           (A) the Group I Senior Optimal Principal Amount,
                  in the following order of priority:

                                (1) to the Class A-[ ] Certificates, up to
                  the Class A-[ ] Optimal Principal Amount for such
                  Distribution Date, until the Current Principal Amount
                  thereof has been reduced to zero;

                                (2) concurrently, to the Class [ ] and
                  Class [ ] Certificates, pro rata, based upon their
                  Current Principal Amounts, until the respective Current
                  Principal Amounts thereof have been reduced to zero;

                                (3) [ ]%, [ ]% and [ ]% concurrently to the
                  Class A-[ ] Certificates, the Class A-[ ] Certificates
                  and Class A-[ ] Certificates, until the Current Principal
                  Amount of the Class A-[ ] Certificates has been reduced
                  to zero;

                                (4) [ ]%, [ ]% and [ ]% concurrently to the
                  Class A-[ ] Certificates, the Class A-[ ] Certificates
                  and Class A-[ ] Certificates, until the Current Principal
                  Amount of the Class A-[ ] Certificates has been reduced
                  to zero;

                                (5) [ ]%, [ ]% and [ ]% concurrently to the
                  Class A-[ ] Certificates, the Class A-[ ] Certificates
                  and the Class A-[ ] Certificates until the respective
                  Current Principal Amounts of the Class A-[ ] Certificates
                  and the Class A-[ ] Certificates have been reduced to
                  zero;

                                (6) [ ]% and [ ]% concurrently to the Class
                  A-[ ] Certificates and the Class A-[ ] Certificates until
                  the Current Principal Amount of the Class A-[ ]
                  Certificates has been reduced to zero;

                                (7) [ ]% and [ ]% concurrently to the Class
                  A-[ ] Certificates and Class A-[ ] Certificates, until
                  the Current Principal Amount of the Class A-[ ]
                  Certificates has been reduced to zero;

                                (8) concurrently to the Class A-[ ]
                  Certificates and the Class A-[ ] Certificates, pro rata,
                  based on their Current Principal Amounts, until the
                  Current Principal Amounts thereof have been reduced to
                  zero;

                                (9) to the Class A-[ ] Certificates, until
                  the Current Principal Amount thereof has been reduced to
                  zero; and

                           (B) the Class PO Principal Distribution Amount
                  for such Distribution Date, to the Class PO Certificates,
                  until the Current Principal Amount thereof has been
                  reduced to zero; and

                  Fourth, the Class PO Deferred Amount for such
         Distribution Date to the Class PO Certificates; provided, that:
         (i) on any Distribution Date, distributions pursuant to this
         priority Fourth, shall not exceed the excess, if any, of (x) the
         Available Funds remaining after giving effect to distributions
         pursuant to priorities (A) First through Third in Section
         6.01(a)(i) above and (B) First through Third in Section
         6.01(a)(ii) below over (y) the amount of Accrued Certificate
         Interest for such Distribution Date and Accrued Certificate
         Interest remaining undistributed from previous Distribution Dates
         on all Classes of Subordinate Certificates then outstanding, (ii)
         such distributions shall not reduce the Current Principal Amount
         of the Class PO Certificates and (iii) no distribution will be
         made in respect of the Class PO Deferred Amount after the
         Cross-Over Date.

                  If, after distributions have been made pursuant to
         priorities: First and Second in this Section 6.01(a)(i) above on
         any Distribution Date, remaining Group I Available Funds are less
         than the sum of the Group I Senior Optimal Principal Amount and
         the Class PO Principal Distribution Amount for such Distribution
         Date, such amounts shall be proportionately reduced, and such
         remaining Group I Available Funds will be distributed on the Class
         A-I Certificates, Residual Certificates and Class PO Certificates
         in accordance with clauses (a) and (b) of priority Third in this
         Section 6.01(a)(i)(A) above on the basis of such reduced amounts.

                  Notwithstanding any reduction in principal distributable
         to the Class PO Certificates pursuant to this Section 6.01(a)(i),
         the principal balance of the Class PO Certificates shall be
         reduced not only by principal so distributed but also by the Class
         PO Cash Shortfall for such Distribution Date. The Class PO Cash
         Shortfall with respect to any Distribution Date will be added to
         the Class PO Deferred Amount.

                  (ii) On each Distribution Date on or prior to the
         Cross-Over Date, an amount equal to the Group II Available Funds
         will be distributed in the following order of priority among the
         Certificates:

                  First, to the Class A-II Certificates and Component II of
         the Class X Certificates, the Accrued Certificate Interest on such
         Class and Class X Component II Accrued Certificate Interest on
         such Component for such Distribution Date;

                  Second, to the Class A-II Certificates and Component II
         of the Class X Certificates, any Accrued Certificate Interest and
         Class X Component II Accrued Certificate Interest thereon
         remaining undistributed from previous Distribution Dates, to the
         extent of the remaining Group II Available Funds, any shortfall in
         available amounts being allocated between such Class and Component
         in proportion to the amount of such Accrued Certificate Interest
         and Class X Component II Accrued Certificate Interest remaining
         undistributed for such Class or Component for such Distribution
         Date; and

                  Third, the Group II Senior Optimal Principal Amount to
         the Class A-II Certificates until their Current Principal Amount
         has been reduced to zero.

                  (iii) On each Distribution Date on or prior to the
         Cross-Over Date, an amount equal to any remaining Group I
         Available Funds and Group II Available Funds following the
         distributions in (A) and (B) above will be distributed
         sequentially, in the following order, to the Class [ ], Class [ ],
         Class [ ], Class [ ], Class [ ] and Class [ ] Certificates, in
         each case up to an amount equal to and in the following order: (a)
         the Accrued Certificate Interest thereon for such Distribution
         Date, (b) any Accrued Certificate Interest thereon remaining
         undistributed from previous Distribution Dates and (c) such
         Class's Allocable Share for such Distribution Date.

                  (iv) On each Distribution Date prior to the occurrence of
         the Cross-Over Date but after the reduction of the Current
         Principal Amounts of the Class A-I Certificates or Class A-II
         Certificates to zero, the remaining Class or Classes of Class A
         Certificates will be entitled to receive, in addition to any
         Principal Prepayments related to such Class A Certificates'
         respective Mortgage Loan Group, [ ]% of the Principal Prepayments
         on the Mortgage Loans in the other Mortgage Loan Group (in the
         case of Mortgage Loan Group I in accordance with the priorities
         set forth in priority Third in Section 6.01(a)(ii) above, and in
         reduction of the Current Principal Amounts thereof). In addition,
         if on any Distribution Date on which the aggregate Current
         Principal Amount of the Class A-I Certificates or Class A-II
         Certificates would be greater than the aggregate Scheduled
         Principal Balance of the Mortgage Loans in the related Mortgage
         Loan Group (other than the related PO Percentage of the Group I
         Discount Mortgage Loans in Mortgage Loan Group I) and Class B
         Certificates are still outstanding, in each case after giving
         effect to distributions to be made on such Distribution Date, [ ]%
         of the Principal Prepayments otherwise allocable to the Class B
         Certificates on the Mortgage Loans in the other Mortgage Loan
         Group will be distributed to such Class or Classes of Class A
         Certificates (in the case of the Class A-I Certificates, in
         accordance with the priorities set forth in priority Third in
         Section 6.01(a)(ii) above) in reduction of the Current Principal
         Amounts thereof, until the aggregate Current Principal Amount of
         the Class A-I Certificates or Class A-II Certificates, as
         applicable, is an amount equal to the aggregate Scheduled
         Principal Balance of the Mortgage Loans in the related Mortgage
         Loan Group (other than the related PO Percentage of the Group I
         Discount Mortgage Loans in Mortgage Loan Group I).

                  (v) On each Distribution Date after the Cross-Over Date,
         distributions of principal on the outstanding Class A-I
         Certificates and Residual Certificates will be made pro rata among
         all such Certificates, regardless of the allocation, or sequential
         nature, of principal payments described in priority Third in
         Section 6.01(a)(ii) above, based upon the then Current Principal
         Amounts of such Certificates, and interest will be distributed as
         described above with respect to Distribution Dates on or prior to
         the Cross-Over Date.

                  (vi) On each Distribution Date, any Group I Available
         Funds and Group II Available Funds remaining in REMIC I after
         payment of interest and principal as described above will be
         distributed to the Class R-1 Certificates; provided, that if on
         any Distribution Date there are any Group I Available Funds
         remaining after payment of interest and principal as described in
         the preceding paragraphs, such Group I Available Funds will be
         distributed to the Class A-II Certificates in accordance with the
         priorities in paragraph (B) above until all amounts due to such
         Certificates have been paid in full before any amounts are
         distributed to the Residual Certificates. Similarly, if on any
         Distribution Date there are any Group II Available Funds remaining
         after payment of interest and principal as described in the
         preceding paragraphs, such Group II Available Funds will be
         distributed to the Senior Certificates (other than the Class A-II
         Certificates and Component II of the Class X Certificates) in
         accordance with the priorities in paragraph (E) above until all
         amounts due to such Senior Certificates have been paid in full
         before any amounts are distributed to the Residual Certificates.

         (b) On each Distribution Date, the funds available for
distribution shall be applied to distributions on the REMIC II Regular
Interests in an amount sufficient to make the distributions on the
respective Corresponding Classes of Certificates on such Payment Date in
accordance with the provisions Section 6.01(a).

         (c) No Accrued Certificate Interest or Class X Component I Accrued
Certificate Interest or Class X Component II Accrued Certificate Interest
will be payable with respect to any class of Certificates after the
Distribution Date on which the outstanding principal balance or Notional
Amount of such Certificate has been reduced to zero.

         Section 6.02. Allocation of Losses.

         (a) On or prior to each Determination Date, the Master Servicer
shall determine the amount of any Realized Loss in respect of each Mortgage
Loan that occurred during the immediately preceding calendar month.

         (b) With respect to any Distribution Date, the principal portion
of each Realized Loss (other than any Excess Special Hazard Loss, Excess
Fraud Loss and Excess Bankruptcy Loss) shall be allocated as follows:

                  (i) the applicable PO Percentage of any such Realized
         Loss shall be allocated to the Class PO Certificates; and

                  (ii) the applicable Non-PO Percentage of any such
         Realized Loss shall be allocated as follows:

                  first, to the Class [ ] Certificates until the Current
         Principal Amount thereof has been reduced to zero;

                  second, to the Class [ ] Certificates until the Current
         Principal Amount thereof has been reduced to zero;

                  third, to the Class [ ] Certificates until the Current
         Principal Amount thereof has been reduced to zero;

                  fourth, to the Class [ ] Certificates until the Current
         Principal Amount thereof has been reduced to zero;

                  fifth, to the Class [ ] Certificates until the Current
         Principal Amount thereof has been reduced to zero;

                  sixth, to the Class [ ] Certificates until the Current
         Principal Amount thereof has been reduced to zero; and

                  seventh, to the Classes of Senior Certificates (other
         then the Class [ ], Class PO and Class X Certificates), pro rata,
         in accordance with their Current Principal Amounts.

         (c) With respect to any Distribution Date, the principal portion
of any Excess Loss (other than those attributable to Debt Service
Reductions) shall be allocated as follows:

                  (i) the applicable PO Percentage of any such Excess Loss
         shall be allocated to the Class PO Certificates; and

                  (ii) the applicable Non-PO Percentage of any such Excess
         Loss shall be allocated among all Classes of Certificates (other
         than the Class [ ], Class PO and Class X Certificates), pro rata,
         based on the respective Current Principal Amounts thereof.

         (d) Notwithstanding the foregoing, no such allocation of any
Realized Loss shall be made on a Distribution Date to a Class of
Certificates to the extent that such allocation would result in the
reduction of the aggregate Current Principal Amounts of all the
Certificates as of such Distribution Date, after giving effect to all
distributions and prior allocations of Realized Losses on such date, to an
amount less than the aggregate Scheduled Principal Balance of all of the
Mortgage Loans as of the first day of the month of such Distribution Date,
less any Deficient Valuations occurring on or prior to the Bankruptcy
Coverage Termination Date (such limitation, the "Loss Allocation
Limitation").

         (e) Any Realized Losses allocated to a Class of Certificates
pursuant to Section 6.02(b) or (c) shall be allocated among the
Certificates of such Class in proportion to their respective Current
Principal Amounts. Any allocation of Realized Losses pursuant to this
Section 6.02(e) shall be accomplished by reducing the Current Principal
Amount of the related Certificates on the related Distribution Date in
accordance with Section 6.02(f).

         (f) Realized Losses allocated in accordance with this Section 6.02
shall be allocated on the Distribution Date in the month following the
month in which such loss was incurred and, in the case of the principal
portion thereof, after giving effect to distributions made on such
Distribution Date, except that the aggregate amount of Realized Losses to
be allocated to the Class PO Certificates on such Distribution Date will be
taken into account in determining distributions in respect of the Class PO
Deferred Amount.

         (g) On each Distribution Date, the Master Servicer shall determine
the Subordinate Certificate Writedown Amount, if any. Any such Certificate
Writedown Amount shall effect a corresponding reduction in the Current
Principal Amount of (i) if prior to the Cross-Over Date, the Subordinate
Certificates in the reverse order of their numerical Class designations and
(ii) after the Cross-Over Date, the Senior Certificates (other than the
Class PO and Class X Certificates) pro rata based in their respective
Current Principal Amounts, which reduction shall occur on such Distribution
Date after giving effect to distributions made on such Distribution Date.

         (h) On each Distribution Date, on or prior to the Cross-Over Date,
the Master Servicer shall determine the Class PO Deferred Payment Amount
Writedown Amount, if any. Any such Class PO Deferred Payment Writedown
Amount shall effect a corresponding reduction in the Current Principal
Amount of the Subordinate Certificates in the reverse order of their
numerical Class designations.

         (i) If on any Distribution Date the Group I Available Funds are
less than the Accrued Certificate Interest on the Class A-I and Residual
Certificates and the Class X Component I Accrued Certificate Interest on
Component I of the Class X Certificates or if the Group II Available Funds
are less than the Accrued Certificate Interest on the Class A-II
Certificates and the Class X Component II Accrued Certificate Interest on
Component II of the Class X Certificates, in each case for such
Distribution Date and prior to reduction for Net Interest Shortfall and the
interest portion of Realized Losses, the shortfall will be allocated among
the holders of each such respective Class or Component in proportion to the
respective amounts of Accrued Certificate Interest and Class X Component I
Accrued Certificate Interest or Class X Component II Accrued Certificate
Interest, as applicable, that would have been allocated thereto in the
absence of such Net Interest Shortfall and/or Realized Losses for such
Distribution Date on each such Class or Component. In addition, the amount
of any interest shortfalls with respect to the related Mortgage Loan Group
that are covered by subordination will constitute unpaid Accrued
Certificate Interest or unpaid Class X Component I Accrued Certificate
Interest or unpaid Class X Component II Accrued Certificate Interest and
will be distributable to holders of the Certificates of the related Classes
or Component entitled to such amounts on subsequent Distribution Dates, to
the extent of Group I Available Funds or Group II Available Funds, as
applicable, after interest distributions as required herein. Any such
amount so carried forward will not bear interest.

         (j) With respect to any Distribution Date prior to the Cross-Over
Date, Realized Losses shall be allocated to the REMIC II Regular
Certificates in a manner similar to the allocation of Realized Losses to
the REMIC I Regular Certificates under this Section 6.02, except that any
losses allocated to a Class B Certificate shall be allocated to the REMIC
II Class II-B-1 Certificate if the loss is attributable to a Group I
Mortgage Loan and shall be allocated to the REMIC II Class II-[ ]
Certificate if the loss is attributable to a Group II Mortgage Loan. With
respect to any Distribution Date after the Cross-Over Date, Realized Losses
shall be allocated to the REMIC II Regular Certificates in an amount such
that distributions on the REMIC II Regular Certificates are an amount
sufficient to make the distributions on the respective Corresponding
Classes of Certificates on such Distribution Date in accordance with the
provisions of Section 6.01(a).

         Section 6.03. Payments.

         (a) No later than the Determination Date, the Master Servicer
shall provide to the Trustee any information with respect to the Mortgage
Loans required to enable the Trustee to make, or cause its agent to make,
distributions on the Certificates and prepare reports to
Certificateholders.

         (b) On each Distribution Date, other than the final Distribution
Date, the Trustee shall distribute to each Certificateholder of record on
the directly preceding Record Date the Certificateholder's pro rata share
of its Class (based on the aggregate Fractional Undivided Interest
represented by such Holder's Certificates) of all amounts required to be
distributed on such Distribution Date to such Class. The Trustee shall
calculate such amounts based upon the information provided by the Master
Servicer pursuant to Section 6.03(a).

         (c) Payment of the above amounts to each Certificateholder shall
be made (i) by check mailed to each Certificateholder entitled thereto at
the address appearing in the Certificate Register or (ii) upon receipt by
the Trustee on or before the fifth Business Day preceding the Record Date
of written instructions from a Certificateholder holding Certificates
representing an initial aggregate Current Principal Amount and/or Class A-[
] Notional Amount or Class X Notional Amount of not less than $[ ] by wire
transfer to a United States dollar account maintained by the payee at any
United States depository institution with appropriate facilities for
receiving such a wire transfer; provided, however, that the final payment
in respect of each Class of Certificates will be made only upon
presentation and surrender of such respective Certificates at the office or
agency of the Trustee specified in the notice to Certificateholders of such
final payment.

         Section 6.04. Statements to Certificateholders.

         (a) Concurrently with each distribution to Certificateholders, the
Trustee shall forward by first-class mail to each Certificateholder, with a
copy to the Initial Beneficial Holder, the Master Servicer and the Rating
Agencies, a statement setting forth the following information, expressed
with respect to clauses (i) through (vi) in the aggregate and as a
Fractional Undivided Interest representing an initial Current Principal
Amount of $[ ], or, in the case of a Class A-[ ] Certificate, a Class A-[ ]
Notional Amount of $[ ], or, in the case of Class X Certificates, a Class X
Notional Amount of $[ ], or in the case of the Class [ ] or [ ]
Certificates, an initial Current Principal Amount of $[ ]:

                  (i) the Current Principal Amount (or Notional Amount in
         the case of the Class X Certificates) of each Class of
         Certificates immediately prior to such Distribution Date;

                  (ii) the amount of the distribution allocable to
         principal on each applicable Class of Certificates;

                  (iii) the aggregate amount of interest accrued at the
         related Pass-Through Rate with respect to each Class of
         Certificates (other than the Class PO Certificates) during the
         related Interest Accrual Period;

                  (iv) the Net Interest Shortfall and any other adjustments
         to interest at the related Pass-Through Rate necessary to account
         for any difference between interest accrued and aggregate interest
         distributed with respect to each Class of Certificates (other than
         the Class PO Certificates);

                  (v) the amount of the distribution allocable to interest
         on each Class of Certificates (other than the Class PO
         Certificates);

                  (vi) the Pass-Through Rates for the Class A-[ ], Class
         A-[ ], Class X and Class [ ] Certificates with respect to such
         Distribution Date;

                  (vii) the Current Principal Amount and/or Class A-[ ]
         Notional Amount or Class X Notional Amount of each applicable
         Class of Certificates after such Distribution Date and the Class
         PO Deferred Amount;

                  (viii) the amount of any Monthly Advances and
         Compensating Interest Payments by the Master Servicer included in
         such distribution separately stated for each Mortgage Loan Group;

                  (ix) the amount of any Realized Losses (listed separately
         for each category of Realized Loss and for each Mortgage Loan
         Group) during the related Prepayment Period and the amount and
         source (separately identified) of any distribution in respect
         thereof included in such distribution;

                  (x) the amount of Scheduled Principal and Principal
         Prepayments, (including but separately identifying the principal
         amount of principal prepayments, Insurance Proceeds, the purchase
         price in connection with the purchase of Mortgage Loans, cash
         deposits in connection with substitutions of Mortgage Loans and
         Net Liquidation Proceeds) with respect to each Mortgage Loan
         Group;

                  (xi) the number of Mortgage Loans (excluding REO
         Property) in each Mortgage Loan Group remaining in the Trust Fund
         as of the end of the related Due Period;

                  (xii) information for each Mortgage Group regarding any
         Mortgage Loan delinquencies as of the end of the related Due
         Period, including the aggregate number, aggregate Outstanding
         Principal Balance and aggregate Scheduled Principal Balance of
         Mortgage Loans delinquent one month, two months and three months
         or more;

                  (xiii) for each Mortgage Loan Group, the number of
         Mortgage Loans in the foreclosure process as of the end of the
         related Due Period and the aggregate Outstanding Principal Balance
         of such Mortgage Loans;

                  (xiv) for each Mortgage Loan Group, the number and
         aggregate Outstanding Principal Balance of all Mortgage Loans
         which were REO Property as of the end of the related Due Period;

                  (xv) the book value (the sum of (A) the Outstanding
         Principal Balance of the Mortgage Loan, (B) accrued interest
         through the date of foreclosure and (C) foreclosure expenses) of
         any REO Property in each Mortgage Loan Group; provided, that in
         the event that such information is not available to the Master
         Servicer and the Trustee on the Distribution Date, such
         information shall be furnished promptly after it becomes
         available;

                  (xvi) the amount of Realized Losses allocated to each
         Class of Certificates since the prior Distribution Date and in the
         aggregate for all prior Distribution Dates; and

                  (xvii) the then applicable Senior Percentage, Senior
         Prepayment Percentage, Subordinate Percentage and Subordinate
         Prepayment Percentage.

         The information set forth above shall be calculated, or reported,
as the case may be, by the Trustee based on data provided by the Master
Servicer pursuant to Section 6.03(a) and, with respect to prior periods,
Section 6.04, upon which the Trustee may conclusively rely. The information
furnished by the Master Servicer shall be sufficient for the Trustee to
calculate any statements it is required to make.

         (b) By [May 15] of each year beginning in 200[ ], the Trustee will
furnish a report to each Holder of the Certificates of record at any time
during such calendar year as to the aggregate of amounts reported pursuant
to subclauses (a)(ii) and (a)(v) above with respect to the Certificates,
plus information with respect to the amount of servicing compensation and
such other customary information as the Master Servicer determines and
advises the Trustee to be necessary and/or to be required by the Internal
Revenue Service or by a federal or state law or rules or regulations to
enable such Holders to prepare their tax returns for such calendar year.
Copies of such report shall also be furnished to the Master Servicer. Such
obligations shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee
pursuant to the requirements of the Code.

         The Master Servicer shall supply to the Trustee in a timely manner
the information required for the statements described above which, where
appropriate, shall be the information from which the Trustee can calculate
the statements it is required to make.

         Section 6.05. Reports to the Trustee and the Master Servicer.

         (a) Not later than [ ] days after each Distribution Date, the
Trustee shall forward to the Master Servicer a statement setting forth the
status of the Certificate Account and the Custody Account as of the close
of business on the last day of the month of the Distribution Date and
showing, for the month covered by such statement, deposits in or
withdrawals from the Certificate Account and the Custody Account.

         (b) On or before the Determination Date, the Master Servicer shall
provide to the Trustee, with respect to the Mortgage Loans and the REO
Property, respectively, a Loan Summary and Remittance Report which shall be
based upon reports from Sub-Servicers, if any, received by the Master
Servicer on or before the [ ] Business Day of such month with respect to
the Mortgage Loans and REO Property and containing the following
information (in respect of the REO Property, only such information which is
applicable):

(i)      Aggregate deposits to and withdrawals from each subaccount of the
         Certificate Account since the date of the prior statement, stated
         separately for each category of deposit specified in Section 4.02
         and each category of withdrawal specified in Section 4.03,
         indicating separately the aggregate of amounts withdrawn which are
         not applicable to a particular Mortgage Loan;

(ii)     Amount of Group I Available Funds and Group II Available Funds
         expected for the related Distribution Date and attributable to
         each of the following categories:

                           (A) regularly scheduled principal;

                           (B) Principal Prepayments (stated separately for
                  (v) partial prepayments, (v) full prepayments, (w) Net
                  Liquidation Proceeds, stating Liquidation Proceeds and
                  Liquidation Expenses separately) (x) Insurance Proceeds
                  (y) the purchase price in connection with the purchase of
                  a Mortgage Loan of the applicable Mortgage Loan Group and
                  (z) any cash deposit in connection with the substitution
                  of a Mortgage Loan of the applicable Mortgage Loan Group;

                           (C) interest on the Mortgage Loans in the
                  applicable Mortgage Loan Group;

                           (D) Monthly Advances made by the Master
                  Servicer;

                           (E) Certificate Account Advances;

                           (F) Compensating Interest Payments; and

                           (G) reimbursements in connection with losses on
                  Permitted Investments.

                  (iii) Aggregate Outstanding Principal Balances of the
         Mortgage Loans of each Mortgage Loan Group as of the related Due
         Date, without giving effect to payments due on such date;

                  (iv) Realized Losses for the prior month and, in the
         aggregate, from the Closing Date, separately stated for Group I
         Mortgage Loans and Group II Mortgage Loans;

                  (v) Aggregate Scheduled Principal Balance of the Mortgage
         Loans of each Mortgage Loan Group as of the related Due Date;

                  (vi) Book value of any collateral acquired by means of
         foreclosure, grant of deed in lieu of foreclosure or otherwise in
         respect of any Mortgage Loan, separately stated for Group I
         Mortgage Loans and Group II Mortgage Loans;

                  (vii) Number and aggregate principal balance of Mortgage
         Loans which are 30, 60, 90 and 120 days delinquent, those which
         are in foreclosure and those which are REO Property, separately
         stated for Group I Mortgage Loans and Group II Mortgage Loans;

                  (viii) Interest Shortfall for each Mortgage Loan Group
         with respect to the related Distribution Date and portion thereof
         resulting from Voluntary Principal Prepayments in full;

                  (ix) Amount, if any, by which the aggregate of payments
         of scheduled principal and interest on the Mortgage Loans of each
         Mortgage Loan Group that were due on the related Due Date and
         delinquent, other than as a result of the Relief Act, as of the
         18th day of such month exceeds the sum of the Monthly Advances to
         be made by the Master Servicer and Certificate Account Advances
         for such Distribution Date;

                  (x) Aggregate Master Servicing Fee for the related Due
         Period; and

                  (xi) Such other information regarding each Mortgage Loan,
         including an updated Mortgage Loan Schedule in magnetic tape
         format, as may be reasonably requested by the Trustee.

         (c) Not less than [ ] Business Days prior to any Distribution Date
for which the Current Principal Amount of a Class of Certificates will be
reduced to zero, the Master Servicer shall provide the Trustee with notice
thereof.

         Section 6.06. Monthly Advances. If the Scheduled Payment (together
with any advances from the Sub-Servicers) on a Mortgage Loan that was due
on the Due Date in the month of a Distribution Date and is delinquent other
than as a result of application of the Relief Act exceeds the amount
deposited in the Custody Account or the Certificate Account which will be
used for a Certificate Account Advance with respect to such Mortgage Loan,
the Master Servicer will deposit in the appropriate subaccount of the
Certificate Account not later than the Advancing Date immediately preceding
the related Distribution Date an amount equal to such deficiency net of the
related Master Servicing Fee for such Mortgage Loan except to the extent
the Master Servicer determines any such advance to be nonrecoverable from
Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage
Loan for which such Monthly Advance was made. Subject to the foregoing, the
Master Servicer shall continue to make such advances through the date that
the related Mortgaged Property has, in the judgment of the Master Servicer,
been completely liquidated. Any amount used as a Certificate Account
Advance shall be replaced by the Master Servicer by deposit in the
appropriate subaccount of the Certificate Account on or before any future
date to the extent that funds in the appropriate subaccount of the
Certificate Account on such date are less than the amount required to be
transferred by the Master Servicer to such subaccount of the Certificate
Account. If applicable, on the fifth Business Day preceding each
Distribution Date, the Master Servicer shall present an Officer's
Certificate to the Trustee (i) stating that the Master Servicer elects not
to make a Monthly Advance in a stated amount and (ii) detailing the reason
it deems the advance to be nonrecoverable.

         Section 6.07. Compensating Interest Payments. The Master Servicer
shall deposit in the Certificate Account not later than the Advancing Date
immediately preceding the related Distribution Date an amount equal to the
lesser of: (i) the Interest Shortfall resulting from Voluntary Principal
Prepayments in full for the related Distribution Date and (ii) the lesser
of (A) the Master Servicing Fee for such Distribution Date or (B) [ ] of [
]% of the Scheduled Principal Balances of the Mortgage Loans with respect
to such Distribution Date (such amount, the "Compensating Interest
Payment"). The Master Servicer shall not be entitled to any reimbursement
of any Compensating Interest Payment.

         Section 6.08. Reports of Foreclosures and Abandonment of Mortgaged
Property. Each year the Master Servicer shall report or cause to be
reported to the Internal Revenue Service foreclosures and abandonments of
any Mortgaged Property as required by Section 6050J of the Code.

                                ARTICLE VII

                            THE MASTER SERVICER


         Section 7.01. Liabilities of the Master Servicer. The Master
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by it herein. Only the
Master Servicer, any successor Master Servicer or the Trustee acting as
Master Servicer shall be liable with respect to the servicing of the
Mortgage Loans and the REO Property for actions taken by any such person in
contravention of the Master Servicer's duties hereunder.

         Section 7.02. Merger or Consolidation of the Master Servicer.

         (a) The Master Servicer will keep in full effect its existence,
rights and franchises as a corporation under the laws of the state of its
incorporation, and will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage
Loans and to perform its duties under this Agreement.

         (b) Any Person into which the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation
to which the Master Servicer shall be a party, or any Person succeeding to
the business of the Master Servicer, shall be the successor of the Master
Servicer hereunder, without the execution or filing of any paper or further
act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

         Section 7.03. Indemnification of the Trustee. The Master Servicer
agrees to indemnify the Indemnified Persons for, and to hold them harmless
against, any loss, liability or expense incurred on their part, arising out
of, or in connection with, this Agreement, including the costs and expenses
(including reasonable legal fees and expenses) of defending themselves
against any such claim other than (i) any loss, liability or expense
related to its failure to perform its duties in compliance with this
Agreement (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement and (ii) any loss, liability or
expense incurred by reason of such Person's willful misfeasance, bad faith
or gross negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder, provided that with
respect to any such claim, the Trustee shall have given the Master Servicer
written notice thereof promptly after the Trustee shall have with respect
to such claim knowledge thereof. The Master Servicer shall assume the
defense of any claim for which an Indemnified Person is entitled to
indemnification pursuant to this Section 7.03, and the Master Servicer
shall pay all expenses in connection therewith, including reasonable legal
fees, and shall promptly pay, discharge and satisfy any judgment or decree
which may be rendered against an Indemnified Person in respect of such
claim.

         Section 7.04. Limitation on Liability of the Master Servicer and
Others. Subject to the obligation of the Master Servicer to indemnify the
Indemnified Persons pursuant to Section 7.03:

         (a) Neither the Master Servicer nor any of the directors,
officers, employees or agents of the Master Servicer shall be under any
liability to the Indemnified Persons, the Initial Beneficial Holder, the
Trust Fund or the Certificateholders for taking any action or for
refraining from taking any action in good faith 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 breach of
warranties or representations made herein or any liability which would
otherwise be imposed by reason of such Person's willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of
reckless disregard of obligations and duties hereunder.

         (b) The Master Servicer and any director, officer, employee or
agent of the Master Servicer may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder.

         (c) The Master Servicer and any director, officer, employee or
agent of the Master Servicer shall be indemnified by the Trust and held
harmless thereby against any loss, liability or expense incurred in
connection with any legal proceedings relating to this Agreement or the
Certificates (including reasonable legal fees and disbursements of
counsel), other than (i) any loss, liability or expense related to its
failure to perform its duties in compliance with this Agreement (except as
any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and (ii) any loss, liability or expense
incurred by reason of such Person's willful misfeasance, bad faith or gross
negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder.

         (d) The Master Servicer shall not be under any obligation to
appear in, prosecute or defend any legal action that is not incidental to
its duties under this Agreement and that in its opinion may involve it in
any expense or liability; provided, however, the Master Servicer may in its
discretion undertake any such action which it may deem necessary or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In
such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust
Fund, and the Master Servicer shall be entitled to be reimbursed therefor
out of the Certificate Account as provided by Section 4.03(a). Nothing in
this Section 7.04(d) shall affect the Master Servicer's obligation to
supervise, or to take such actions as are necessary to ensure, the
servicing and administration of the Mortgage Loans pursuant to Section
3.01(a).

         (e) In taking or recommending any course of action pursuant to
this Agreement, unless specifically required to do so pursuant to this
Agreement, the Master Servicer shall not be required to investigate or make
recommendations concerning potential liabilities which the Trust might
incur as a result of such course of action by reason of the condition of
the Mortgaged Properties but shall give notice to the Trustee if it has
notice of such potential liabilities.

         Section 7.05. Master Servicer Not To Resign. Except as provided in
Section 7.06, the Master Servicer shall not resign from the obligations and
duties hereby imposed on it except upon a determination that any such
duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Independent Counsel to such effect delivered to
the Trustee. No such resignation by the Master Servicer shall become
effective until the Trustee or a successor to the Master Servicer shall
have assumed the responsibilities and obligations of the Master Servicer in
accordance with Section 8.02 hereof. The Trustee shall notify the Rating
Agencies of the resignation of the Master Servicer.

         Section 7.06. Sale and Assignment of Master Servicing. The Master
Servicer may sell and assign its rights and delegate its duties and
obligations in their entirety as Master Servicer under this Agreement;
provided, however, that: (i) the purchaser or transferee accepting such
assignment and delegation (a) shall be a Person which shall be qualified to
service mortgage loans for Freddie Mac or Fannie Mae; (b) shall, in the
case of successor master servicers only, have a net worth of not less than
$[ ] (unless otherwise approved by each Rating Agency pursuant to clause
(ii) below); (c) shall be reasonably satisfactory to the Trustee (as
evidenced in a writing signed by the Trustee) as having a comparable
servicing ability to that of the Master Servicer on the Closing Date; (d)
shall execute and deliver to the Trustee an agreement, in form and
substance reasonably satisfactory to the Trustee, which contains an
assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by it
as master servicer under this Agreement, any custodial agreement and any
agreement referenced in Section 3.12(c) from and after the effective date
of such agreement; (ii) each Rating Agency shall be given prior written
notice of the identity of the proposed successor to the Master Servicer and
each Rating Agency's rating of the Certificates in effect immediately prior
to such assignment, sale and delegation will not be downgraded or withdrawn
as a result of such assignment, sale and delegation, as evidenced by a
letter to such effect delivered to the Master Servicer and the Trustee; and
(iii) the Master Servicer assigning and selling the master servicing shall
deliver to the Trustee an Officer's Certificate and an Opinion of
Independent Counsel, each stating that all conditions precedent to such
action under this Agreement have been completed and such action is
permitted by and complies with the terms of this Agreement. No such
assignment or delegation shall affect any liability of the Master Servicer
arising prior to the effective date thereof.

                               ARTICLE VIII

                                  DEFAULT

         Section 8.01. Events of Default. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body):

         (a) The Master Servicer fails to cause to be deposited in the
Certificate Account any amount so required to be deposited pursuant to this
Agreement, and such failure continues unremedied for a period of [5]
Business Days after the date such deposit was required to be made; or

         (b) The Master Servicer fails to observe or perform in any
material respect any other covenants and agreements set forth in the
Certificates or this Agreement to be performed by it, which covenants and
agreements materially affect the rights of Certificateholders, and such
failure continues unremedied for a period of [30] days after the date on
which written notice of such failure, properly requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or to
the Master Servicer and the Trustee by the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than [66
2/3]% of the Trust Fund; or

         (c) There is entered against the Master Servicer a decree or order
by a court or agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator, receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding up or liquidation of its
affairs, and the continuance of any such decree or order is unstayed and in
effect for a period of [30] consecutive days, or an involuntary case is
commenced against the Master Servicer under any applicable insolvency or
reorganization statute and the petition is not dismissed within [30] days
after the commencement of the case; or

         (d) The Master Servicer consents to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or substantially all of its property; or
the Master Servicer admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for
the benefit of its creditors, or voluntarily suspends payment of its
obligations; or

         (e) The Master Servicer assigns or delegates its duties or rights
under this Agreement in contravention of the provisions permitting such
assignment or delegation under Section 7.05 or 7.06.

         In each and every such case, so long as such Event of Default with
respect to the Master Servicer shall not have been remedied, either the
Trustee or the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than [66 2/3]% of the principal of the Trust
Fund, by notice in writing to the Master Servicer (and to the Trustee if
given by such Certificateholders), with a copy to the Rating Agencies, may
terminate all of the rights and obligations (but not the liabilities) of
the Master Servicer under this Agreement and in and to the Mortgage Loans
and/or the REO Property serviced by the Master Servicer and the proceeds
thereof. Upon the receipt by the Master Servicer of the written notice, all
authority and power of the Master Servicer under this Agreement, whether
with respect to the Certificates, the Mortgage Loans, REO Property or under
any other related agreements, including the Sub-Servicing Agreements (but
only to the extent that such other agreements relate to the Mortgage Loans
or REO Property) shall, subject to Section 8.02, automatically and without
further action pass to and be vested in the Trustee pursuant to this
Section 8.01; and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the 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 or assignment of the Mortgage Loans and
related documents, or otherwise. The Master Servicer agrees to cooperate
with the Trustee in effecting the termination of the Master Servicer's
rights and obligations hereunder, including, without limitation, the
transfer to the Trustee of (i) the property and amounts which are then or
should be part of the Trust or which thereafter become part of the Trust;
(ii) originals or copies of all documents of the Master Servicer reasonably
requested by the Trustee to enable it to assume the Master Servicer's
duties thereunder; and (iii) the rights and obligations of the Master
Servicer under the Sub-Servicing Agreements with respect to the Mortgage
Loans. In addition to any other amounts which are then, or, notwithstanding
the termination of its activities under this Agreement, may become payable
to the Master Servicer under this Agreement, the Master Servicer shall be
entitled to receive, out of any amount received on account of a Mortgage
Loan or REO Property, that portion of such payments which it would have
received as reimbursement pursuant to Section 3.14 if notice of termination
had not been given. The termination of the rights and obligations of the
Master Servicer shall not affect any obligations incurred by the Master
Servicer prior to such termination.

         Section 8.02. Trustee to Act; Appointment of Successor.

         (a) Upon the receipt by the Master Servicer of a notice of
termination pursuant to Section 8.01 or an Opinion of Independent Counsel
pursuant to Section 7.05 to the effect that the Master Servicer is legally
unable to act or to delegate its duties to a Person which is legally able
to act, the Trustee shall automatically become the successor in all
respects to the Master Servicer in its capacity under this Agreement and
the transactions set forth or provided for herein and shall thereafter be
subject to all the responsibilities, duties, liabilities and limitations on
liabilities relating thereto placed on the Master Servicer by the terms and
provisions hereof; provided, however, that the Trustee (i) shall be under
no obligation to purchase any Mortgage Loan pursuant to Section 10.01; and
(ii) shall have no obligation whatsoever with respect to any liability
incurred by the Master Servicer at or prior to the time of receipt by the
Master Servicer of such notice or by the Trustee of such Opinion of
Independent Counsel. As compensation therefor, the Trustee shall be
entitled to all funds relating to the Mortgage Loans which the Master
Servicer would have been entitled to retain if the Master Servicer had
continued to act hereunder, except for those amounts due the Master
Servicer as reimbursement for advances previously made or expenses
previously incurred. Notwithstanding the above, the Trustee may, if it
shall be unwilling so to act, or shall, if it is legally unable so to act,
appoint or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution which is a Freddie Mac- or
Fannie Mae-approved servicer, and with respect to a successor to the Master
Servicer only, having a net worth of not less than $[250,000,000], as the
successor to the Master Servicer hereunder in the assumption of all or any
part of the responsibilities, duties or liabilities of the Master Servicer
hereunder. Pending appointment of a successor to the Master Servicer
hereunder, the Trustee shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make
such arrangements for the compensation of such successor out of payments on
the Mortgage Loans as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted the Trustee
under this Section 8.02(a), and that such successor shall undertake and
assume the obligations of the Trustee to pay compensation to any third
Person acting as an agent or independent contractor in the performance of
master servicing responsibilities hereunder. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

         (b) If the Trustee shall succeed to any duties of the Master
Servicer respecting the Mortgage Loans as provided herein, it shall do so
in a separate capacity and not in its capacity as Trustee and, accordingly,
the provisions of Article IX shall be inapplicable to the Trustee in its
duties as the successor to the Master Servicer in the servicing of the
Mortgage Loans (although such provisions shall continue to apply to the
Trustee in its capacity as Trustee); the provisions of Article VII,
however, shall apply to it in its capacity as successor master servicer.

         Section 8.03. Notification to Certificateholders. Upon any
termination or appointment of a successor to the Master Servicer, the
Trustee shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register and to the
Rating Agencies.

         Section 8.04. Waiver of Defaults. The Trustee shall transmit by
mail to all Certificateholders, within 60 days after the occurrence of any
Event of Default known to the Trustee, unless such Event of Default shall
have been cured, notice of each such Event of Default hereunder known to
the Trustee. The Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than [66 2/3]% of the Trust Fund may, on
behalf of all Certificateholders, waive any default by the Master Servicer
in the performance of its obligations hereunder and the consequences
thereof, except a default in the making of or the causing to be made any
required distribution on the Certificates. Upon any such waiver of a past
default, such default shall be deemed to cease to exist, and any Event of
Default arising therefrom shall be deemed to have been timely remedied for
every purpose of this Agreement. No such waiver shall extend to any
subsequent or other default or impair any right consequent thereon except
to the extent expressly so waived. The Master Servicer shall give notice of
any such waiver to the Rating Agencies.

         Section 8.05. List of Certificateholders. Upon written request of
three or more Certificateholders of record, for purposes of communicating
with other Certificateholders with respect to their rights under this
Agreement, the Trustee will afford such Certificateholders access during
business hours to the most recent list of Certificateholders held by the
Trustee.

                                ARTICLE IX

                           CONCERNING THE TRUSTEE

         Section 9.01. Duties of Trustee.

         (a) The Trustee, prior to the occurrence of an Event of Default
and after the curing or waiver of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement as duties of the Trustee. If an
Event of Default has occurred and has not been cured or waived, the Trustee
shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise, as
a prudent person would exercise under the circumstances in the conduct of
his own affairs.

         (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments which are
specifically required to be furnished to the Trustee pursuant to any
provision of this Agreement, the Trustee shall examine them to determine
whether they are in the form required by this Agreement; provided, however,
that the Trustee shall not be responsible for the accuracy or content of
any resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Master Servicer hereunder.

         (c) The Trustee shall make monthly distributions and the final
distribution to the Certificateholders as provided in Sections 6.01 and
10.01 herein.

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

                  (i) Prior to the occurrence of an Event of Default, and
         after the curing or waiver of all such Events of Default which may
         have occurred, the duties and obligations of the Trustee shall be
         determined solely by the express provisions of this Agreement, the
         Trustee shall not be liable except for the performance of such
         duties and obligations as are specifically set forth in this
         Agreement, no implied covenants or obligations shall be read into
         this Agreement against the Trustee and, in the absence of bad
         faith on the part of the Trustee, the Trustee may conclusively
         rely, as to the truth of the statements and the correctness of the
         opinions expressed therein, upon any certificates or opinions
         furnished to the Trustee and conforming to the requirements of
         this Agreement;

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

                  (iii) The Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith
         in accordance with the directions of the Holders of Certificates
         evidencing Fractional Undivided Interests aggregating not less
         than [66 2/3]% of the Trust Fund, if such action or non-action
         relates to the time, method and place of conducting any proceeding
         for any remedy available to the Trustee, or exercising any trust
         or other power conferred upon the Trustee, under this Agreement;
         and

                  (iv) The Trustee shall not be required to take notice or
         be deemed to have notice or knowledge of any default or Event of
         Default unless a Responsible Officer of the Trustee's corporate
         trust department shall have actual knowledge thereof. In the
         absence of such notice, the Trustee may conclusively assume there
         is no such default or Event of Default.

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

         (e) All funds received by the Trustee and required to be deposited
in the Certificate Account and the Custody Account pursuant to this
Agreement will be promptly so deposited by the Trustee.

         Section 9.02. Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 9.01:

         (a) The Trustee may rely and shall be protected in acting or
refraining from acting in reliance on any resolution, Officer's
Certificate, certificate of a Servicing Officer, certificate of auditors or
any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the
proper party or parties;

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

         (c) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement, other than its
obligation to give notices pursuant to this Agreement, or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders pursuant to
the provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby. Nothing
contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default of which a Responsible Officer
of the Trustee's corporate trust department has actual knowledge (which has
not been cured), to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their
exercise, as a prudent person would exercise under the circumstances in the
conduct of his own affairs;

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

         (e) Prior to the occurrence of an Event of Default hereunder and
after the curing or waiver of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by
Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than [ ]% of the Trust Fund and provided that the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, reasonably assured to the Trustee by the
security afforded to it by the terms of this Agreement. The Trustee may
require reasonable indemnity against such expense or liability as a
condition to taking any such action. The reasonable expense of every such
examination shall be paid by the Certificateholders requesting the
investigation;

         (f) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or through agents or
attorneys; provided, however, that the Trustee may not appoint any agent to
perform its custodial or paying agent functions under this Agreement
without the express written consent of the Master Servicer, which consent
will not be unreasonably withheld. The Trustee shall not be liable or
responsible for the misconduct or negligence of any of the Trustee's agents
or attorneys or a custodian or paying agent appointed hereunder by the
Trustee with due care and, when required, with the consent of the Master
Servicer;

         (g) Should the Trustee deem the nature of any action required on
its part, other than a payment or transfer under Section 4.02(b) or Section
4.03, to be unclear, the Trustee may require prior to such action that it
be provided by the Master Servicer with reasonable further instructions;

         (h) The right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be accountable for other than its negligence or willful
misconduct in the performance of any such act;

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

         (j) The Trustee shall have no duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the
repurchase of any Mortgage Loan by [ ] pursuant to this Agreement or the
eligibility of any Mortgage Loan for purposes of this Agreement.

         Section 9.03. Trustee Not Liable for Certificates or Mortgage
Loans. The recitals contained herein and in the Certificates (other than
the signature and countersignature of the Trustee on the Certificates)
shall be taken as the statements of the Initial Beneficial Holder, and the
Trustee shall have no responsibility for their correctness. The Trustee
makes no representation as to the validity or sufficiency of the
Certificates (other than the signature and countersignature of the Trustee
on the Certificates) or of any Mortgage Loan except as expressly provided
in Sections 2.02 and 2.05 hereof. The Trustee's signature and
countersignature (or countersignature of its agent) on the Certificates
shall be solely in its capacity as Trustee and shall not constitute the
Certificates an obligation of the Trustee in any other capacity. The
Trustee shall not be accountable for the use or application by the Initial
Beneficial Holder of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the
Initial Beneficial Holder with respect to the Mortgage Loans. Subject to
the provisions of Section 2.05, the Trustee shall not be responsible for
the legality or validity of this Agreement or any document or instrument
relating to this Agreement, the validity of the execution of this Agreement
or of any supplement hereto or instrument of further assurance, or the
validity, priority, perfection or sufficiency of the security for the
Certificates issued hereunder or intended to be issued hereunder. The
Trustee shall at no time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Mortgage or any
Mortgage Loan, or the perfection and priority of any Mortgage or the
maintenance of any such perfection and priority, or for or with respect to
the sufficiency of the Trust Fund or its ability to generate the payments
to be distributed to Certificateholders, under this Agreement. The Trustee
shall have no responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or
maintain the perfection of any security interest or lien granted to it
hereunder or to record this Agreement.

         Section 9.04. Trustee May Own Certificates. The Trustee in its
individual capacity or in any capacity other than as Trustee hereunder may
become the owner or pledgee of any Certificates with the same rights it
would have if it were not Trustee, and may otherwise deal with the parties
hereto.

         Section 9.05. Trustee's Fees and Expenses. The Master Servicer
covenants and agrees to pay to the Trustee the Trustee's Fee with respect
to the calendar month in which the Closing Date occurs. With respect to the
calendar month following the month in which the Closing Date occurs and all
subsequent calendar months, the Trustee's Fee shall be paid from the
Certificate Account, pursuant to Section 4.03(b). If the funds in the
Certificate Account are not sufficient to pay the Trustee's Fees, the
Master Servicer will be liable for payment of the Trustee's Fees. The
Master Servicer further covenants and agrees to pay or reimburse the
Trustee from time to time upon request for all reasonable out-of-pocket
expenses, disbursements and advances incurred or made by the Trustee in the
administration of the trusts hereunder as set forth in a fee letter sent by
the Trustee to the Master Servicer (including the reasonable compensation,
expenses and disbursements of its counsel) except any such expense,
disbursement or advance as may arise from its negligence or intentional
misconduct or which is the responsibility of the Certificateholders or the
Trust Fund hereunder. Such compensation and reimbursement obligation shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust. Section 9.06. Eligibility Requirements for
Trustee. The Trustee and any successor Trustee shall during the entire
duration of this Agreement be a state bank or trust company or a national
banking association with its principal office in [Wilmington], [Delaware]
or such other state and city reasonably acceptable to the Master Servicer
and organized and doing business under the laws of such state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus and undivided profits of at
least $[200,000,000] or, in the case of a successor Trustee,
$[250,000,000], subject to supervision or examination by federal or state
authority and, in the case of a successor Trustee other than pursuant to
Section 9.10, rated in one of the two highest long-term debt categories of,
or otherwise acceptable to, each of the Rating Agencies. The Trustee shall
not be an Affiliate of the Master Servicer, unless the Trustee acts as
successor Master Servicer hereunder. If the Trustee publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 9.06 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this
Section 9.06, the Trustee shall resign immediately in the manner and with
the effect specified in Section 9.08.

         Section 9.07. Insurance. The Trustee, at its own expense, shall at
all times maintain and keep in full force and effect: (i) fidelity
insurance, (ii) theft of documents insurance and (iii) forgery insurance.
All such insurance shall be in amounts, with standard coverage and subject
to deductibles, as are customary for insurance typically maintained by
banks which act as custodians for investor-owned mortgage pools. A
certificate of an officer of the Trustee as to the Trustee's compliance
with this Section 9.07 shall be furnished to the Master Servicer or any
Certificateholder upon request.

         Section 9.08. Resignation and Removal of the Trustee.

         (a) The Trustee may at any time resign and be discharged from the
Trust hereby created by giving written notice thereof to the Master
Servicer, with a copy to the Rating Agencies. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor Trustee
by written instrument, in triplicate, one copy of which instrument shall be
delivered to each of the resigning Trustee and the successor Trustee. If no
successor Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

         (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 9.06 and shall fail to resign
after written request therefor by the Master Servicer or if at any time the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Master Servicer shall be entitled to
remove the Trustee and appoint a successor Trustee by written instrument,
in triplicate, one copy of which instrument shall be delivered to each of
the Trustee so removed and the successor Trustee.

         (c) The Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than [66 2/3]% of the Trust Fund may at any
time remove the Trustee and appoint a successor Trustee by written
instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to each of the Master Servicer, the Trustee so removed
and the successor so appointed.

         (d) No resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.08
shall become effective except upon appointment of and acceptance of such
appointment by the successor Trustee as provided in Section 9.09.

         Section 9.09. Successor Trustee.

         (a) Any successor Trustee appointed as provided in Section 9.08
shall execute, acknowledge and deliver to the Master Servicer and to its
predecessor Trustee an instrument accepting such appointment hereunder. The
resignation or removal of the predecessor Trustee shall then become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties
and obligations of its predecessor hereunder, with like effect as if
originally named as Trustee herein. The predecessor Trustee shall after
payment of its outstanding fees and expenses promptly deliver to the
successor Trustee all assets and records of the Trust held by it hereunder,
and the Master Servicer and the predecessor Trustee shall execute and
deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the
successor Trustee all such rights, powers, duties and obligations.

         (b) No successor Trustee shall accept appointment as provided in
this Section 9.09 unless at the time of such acceptance such successor
Trustee shall be eligible under the provisions of Section 9.06.

         (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 9.09, the successor Trustee shall mail notice of
the succession of such Trustee hereunder to all Certificateholders at their
addresses as shown in the Certificate Register and to the Rating Agencies.
The Master Servicer shall pay the cost of any mailing by the successor
Trustee.

         Section 9.10. Merger or Consolidation of Trustee. Any state bank
or trust company or national banking association into which the Trustee may
be merged or converted or with which it may be consolidated or any state
bank or trust company or national banking association resulting from any
merger, conversion or consolidation to which the Trustee shall be a party,
or any state bank or trust company or national banking association
succeeding to all or substantially all of the corporate trust business of
the Trustee, shall be the successor of the Trustee hereunder, provided such
state bank or trust company or national banking association shall be
eligible under the provisions of Section 9.06. Such succession shall be
valid without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         Section 9.11. Appointment of Co-Trustee or Separate Trustee.

         (a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust or property constituting the same may at the time be
located, the Master Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee and the Master Servicer to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part
thereof, and, subject to the other provisions of this Section 9.11, such
powers, duties, obligations, rights and trusts as the Master Servicer and
the Trustee may consider necessary or desirable.

         (b) If the Master Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a written request so
to do, or in case an Event of Default with respect to the Master Servicer
shall have occurred and be continuing, the Trustee shall have the power to
make such appointment without the Master Servicer.

         (c) No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor Trustee under Section 9.06
hereunder and no notice to Certificateholders of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 9.08
hereof.

         (d) In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 9.11, all rights, powers, duties and
obligations conferred or imposed upon the Trustee and required to be
conferred on such co-trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed
(whether as Trustee hereunder or as successor to the Master Servicer
hereunder), the Trustee shall be incompetent or unqualified to perform such
act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any
such jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee.

         (e) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to
this Agreement and the conditions of this Article IX. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of
appointment, either jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.

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

         (g) No trustee under this Agreement shall be personally liable by
reason of any act or omission of another trustee under this Agreement. The
Master Servicer and the Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee, except that
following the occurrence of any Event of Default which has not been cured,
the Trustee acting alone may accept the resignation of or remove any
separate trustee or co-trustee.

         Section 9.12. Master Servicer Shall Provide Information as
Reasonably Required. The Master Servicer shall furnish to the Trustee,
during the term of this Agreement, such periodic, special, or other reports
or information as may reasonably be requested by the Trustee in order to
fulfill its duties and obligations under this Agreement.

         Section 9.13. Federal Information Returns and Reports to
Certificateholders.

         (a) For federal income tax purposes, the taxable year of each of
REMIC I and REMIC II shall be a calendar year and the Trustee shall
maintain or cause the maintenance of the books of each of REMIC I and REMIC
II Assets on the accrual method of accounting.

         (b) The Trustee shall prepare and file or cause to be filed with
the Internal Revenue Service federal tax information returns with respect
to each of REMIC I and REMIC II, the Trust Fund, if applicable, and the
Certificates containing such information and at the times and in the manner
as may be required by the Code or applicable Treasury regulations, and
shall furnish to each Holder of Certificates at any time during the
calendar year for which such returns or reports are made such statements or
information at the times and in the manner as may be required thereby. In
connection with the foregoing, the Trustee shall provide the name and
address of the person who can be contacted to obtain information required
to be reported to the holders of regular interests in each of REMIC I and
REMIC II (the "REMIC Reporting Agent") as required by IRS Form 8811. The
Trustee shall make the elections to treat each of REMIC I and REMIC II as a
REMIC (which election shall apply to the taxable period ending December 31,
200[ ] and each calendar year thereafter) in such manner as the Code or
applicable Treasury regulations may prescribe. The Trustee shall sign all
tax information returns filed pursuant to this Section 9.13(b) and any
other returns as may be required by the Code, and in doing so shall rely
entirely upon, and shall have no liability for information provided by, or
calculations provided by, the Initial Beneficial Holder or the Master
Servicer. The Trustee is hereby designated as the "Tax Matters Person"
(within the meaning of Treas. Reg. ss.ss. 1.860F-4(d)) for each of REMIC I
and REMIC II. Any Holder of a Residual Certificate will by acceptance
thereof appoint the Trustee as agent and attorney-in-fact for the purpose
of acting as Tax Matters Person for each of REMIC I and REMIC II during
such time as the Trustee does not own any such Residual Certificate. In the
event that the Code or applicable Treasury regulations prohibit the Trustee
from signing tax or information returns or other statements, or the Trustee
from acting as Tax Matters Person (as an agent or otherwise), the Trustee
shall take whatever action that in its sole good faith judgment is
necessary for the proper filing of such information returns or for the
provision of a tax matters person, including designation of the Holder of a
Residual Certificate to sign such returns or act as tax matters person.
Each Holder of a Residual Certificate shall be bound by this Section
9.13(b).

         (c) The Trustee shall provide upon request such information (which
shall be provided by the Master Servicer) as required in Section
860D(a)(6)(B) of the Code to the Internal Revenue Service, to any Person
purporting to transfer a Residual Certificate to a Person other than a
transferee permitted by Section 5.05(b), and to any regulated investment
company, real estate investment trust, common trust fund, partnership,
trust, estate, organization described in Section 1381 of the Code, or
nominee holding an interest in a pass-through entity described in Section
860E(e)(6) of the Code, any record holder of which is not a transferee
permitted by Section 5.05(b) (or which is deemed by statute to be an entity
with a disqualified member).

         (d) The Trustee shall prepare and file or cause to be filed any
state income tax returns required with respect to each of REMIC I and REMIC
II or the Trust Fund.

                                 ARTICLE X

                                TERMINATION

         Section 10.01. Termination upon Repurchase by [ ] or its Designee
or Liquidation of All Mortgage Loans.

         (a) Subject to Section 10.02, the respective obligations and
responsibilities of the Initial Beneficial Holder, the Master Servicer and
the Trustee created hereby, other than the obligation of the Trustee or the
Master Servicer to make payments to Certificateholders as hereinafter set
forth and to the Trustee, shall terminate upon:

                  (i) the repurchase by or at the direction of the Master
         Servicer or its designee of all Mortgage Loans and all property
         remaining in the Trust at a price equal to: (A) [105]% of the
         Outstanding Principal Balance of each Mortgage Loan (other than a
         Mortgage Loan related to REO Property) as of the date of
         repurchase, net of the principal portion of any unreimbursed
         Monthly Advances made by the purchaser, together with interest at
         the applicable Mortgage Interest Rate accrued but unpaid through
         and including the last day of the month of repurchase, plus (B)
         the appraised value of any REO Property (but not more than the
         Outstanding Principal Balance of the related Mortgage Loan,
         together with interest at the applicable Mortgage Interest Rate
         accrued on that balance but unpaid through and including the last
         day of the month of repurchase), less the good faith estimate of
         the Master Servicer of liquidation expenses to be incurred in
         connection with its disposal thereof, such appraisal to be
         calculated by an appraiser mutually agreed upon by the Master
         Servicer and the Trustee at the expense of the Master Servicer; or

                  (ii) the later of the making of the final payment or
         other liquidation, or any advance with respect thereto, of the
         last Mortgage Loan remaining in the Trust Fund or the disposition
         of all property acquired with respect to any Mortgage Loan;
         provided, however, that in the event that an advance has been
         made, but not yet recovered, at the time of such termination, the
         Person having made such advance shall be entitled to receive,
         notwithstanding such termination, any payments received subsequent
         thereto with respect to which such advance was made.

         (b) In no event, however, shall the Trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of
the descendants of Robert F. Kennedy, the late Senator from the State of
New York, living on the date of this Agreement.

         (c) The right of the Master Servicer or its designee to repurchase
all Mortgage Loans pursuant to Section 10.01(a)(i) above shall be
exercisable only if (i) the aggregate unpaid principal balance of such
Mortgage Loans at the time of any such repurchase is less than [10]% of the
Cut-Off Date Balance or (ii) the Master Servicer based upon an Opinion of
Counsel, has determined that the REMIC status of either REMIC I or REMIC II
has been lost or that a substantial risk exists that such REMIC status will
be lost for the then-current taxable year. At any time thereafter, the
Master Servicer may elect to terminate the Trust at any time, and upon such
election, the Master Servicer or its designee shall repurchase all the
Mortgage Loans.

         (d) The Trustee shall give notice of any termination to the
Certificateholders, with a copy to the Rating Agencies, upon which the
Certificateholders shall surrender their Certificates to the Trustee for
payment of the final distribution and cancellation. Such notice shall be
given by letter, mailed not earlier than the [15]th day and not later than
the [25]th day of the month next preceding the month of such final
distribution, and shall specify (i) the Distribution Date upon which final
payment of the Certificates will be made upon presentation and surrender of
the Certificates at the office of the Trustee therein designated, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made
only upon presentation and surrender of the Certificates at the office of
the Trustee therein specified.

         (e) If the option of the Master Servicer to repurchase or cause
the repurchase of all Mortgage Loans under Section 10.01(a)(i) above is
exercised, the Master Servicer and/or its designee, as the case may be,
shall deliver to the Trustee for deposit in the Certificate Account, by the
Business Day prior to the applicable Distribution Date, an amount equal to
the repurchase price for the Mortgage Loans being purchased by it and all
property acquired with respect to such Mortgage Loans remaining in the
Trust. Upon the presentation and surrender of the Certificates, the Trustee
shall distribute an amount equal to (i) the amount otherwise distributable
to the Certificateholders (other than the holders of the Class [ ]
Certificates) on such Distribution Date but for such repurchase, (ii) the
Current Principal Amount and any accrued but unpaid interest at the
Pass-Through Rate to the Certificateholders of each Class, and (iii) the
remainder to the Class [ ] Certificateholders. Upon deposit of the required
repurchase price and delivery to the Trustee of an Officer's Certificate
from the Master Servicer certifying that such deposit in the Certificate
Account has been made, and following such final Distribution Date, the
Trustee shall promptly release to the Master Servicer and/or its designee,
as the case may be, the Mortgage Files for the remaining Mortgage Loans,
and the Accounts shall terminate, subject to the Trustee's obligation to
hold any amounts payable to Certificateholders in trust without interest
pending final distributions pursuant to Section 10.01(g).

         (f) In the event that this Agreement is terminated by reason of
the payment or liquidation of all Mortgage Loans or the disposition of all
property acquired with respect to all Mortgage Loans under Section
10.01(a)(ii) above, the Master Servicer shall deliver to the Trustee for
deposit in the appropriate subaccount of the Certificate Account all
distributable amounts remaining in the Custody Account and shall cause the
Sub-Servicers to deliver to the Trustee for deposit in the appropriate
subaccount of the Certificate Account all distributable amounts remaining
in their Protected Accounts. Upon the presentation and surrender of the
Certificates, the Trustee shall distribute to the Certificateholders, in
accordance with their respective interests, all distributable amounts
remaining in the Certificate Account. Upon deposit by the Sub-Servicers of
such distributable amounts and delivery to the Trustee of an Officer's
Certificate from the Master Servicer certifying that such deposit has been
made, and following such final Distribution Date, the Trustee shall
promptly release to the Master Servicer the Mortgage Files for the
remaining Mortgage Loans, and the Accounts shall terminate, subject to the
Trustee's obligation to hold any amounts payable to the Certificateholders
in trust without interest pending final distributions pursuant to Section
10.01(g).

         (g) If not all of the Certificateholders shall surrender their
Certificates for cancellation within six months after the time specified in
the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates
for cancellation and receive the final distribution with respect thereto.
If within six months after the second notice, not all the Certificates
shall have been surrendered for cancellation, the Trustee may take
appropriate steps, or appoint any agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain subject to this Agreement.

         Section 10.02. Additional Termination Requirements.

         (a) If the option of the Master Servicer to repurchase all the
Mortgage Loans under Section 10.01(a)(i) above is exercised, the Trust and
each of REMIC I and REMIC II shall be terminated in accordance with the
following additional requirements, unless the Trustee has been furnished
with an Opinion of Counsel to the effect that the failure of the Trust to
comply with the requirements of this Section 10.02 will not (i) result in
the imposition of taxes on "prohibited transactions" as defined in Section
860F of the Code on each of REMIC I and REMIC II or (ii) cause each of
REMIC I and REMIC II to fail to qualify as a REMIC at any time that any
Regular Certificates are outstanding:

                  (i) within 90 days prior to the final Distribution Date,
         at the written direction of the Master Servicer, the Trustee shall
         adopt a plan of complete liquidation of the Trust Fund and each of
         REMIC I and REMIC II provided to it by the Master Servicer meeting
         the requirements of a "Qualified Liquidation" under Section 860F
         of the Code and any regulations thereunder as prepared by the
         Master Servicer;

                  (ii) at or after the time of adoption of such a plan of
         complete liquidation and at or prior to the final Distribution
         Date, the Trustee shall sell for cash all of the assets of the
         Trust to or at the direction of the Master Servicer; and

                  (iii) at the time of the making of the final payment on
         the Certificates, the Trustee shall distribute or credit from the
         Certificate Account (or cause to be distributed or credited) (A)
         to the Certificateholders other than the Holders of the Class X
         Certificates and the Class [ ] Certificates, the Current Principal
         Amount of the Certificates plus (except with respect to the Class
         PO Certificates) 30 days' interest thereon at the applicable
         Pass-Through Rate, (B) to the Holders of the Class X Certificates,
         30 days' interest on the Notional Amount thereof at the applicable
         Pass-Through Rate, and (C) to the Class [ ] Certificateholders,
         all cash on hand from the Certificate Account (other than cash
         retained to meet claims); and the Trust and each of REMIC I and
         REMIC II shall terminate at such time.

         (b) By their acceptance of the Residual Certificates, the Holders
thereof hereby (i) agree to adopt such a plan of complete liquidation upon
the written request of the Master Servicer and to take such action in
connection therewith as may be reasonably requested by the Master Servicer
and (ii) appoint the Master Servicer as their attorney-in-fact, with full
power of substitution, for purposes of adopting such a plan of complete
liquidation. The Trustee shall adopt such plan of liquidation by filing the
appropriate statement on the final tax return of REMIC I and REMIC II.

                                ARTICLE XI

                          MISCELLANEOUS PROVISIONS

         Section 11.01. Intent of Parties. The parties intend that each of
REMIC I and REMIC II shall be treated as a REMIC for federal income tax
purposes and that the provisions of this Agreement should be construed in
furtherance of this intent.

         Section 11.02. Amendment.

         (a) This Agreement may be amended from time to time by the Initial
Beneficial Holder, the Trustee and the Master Servicer, without notice to
or the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein that may be defective or
inconsistent with any other provisions herein, to comply with any changes
in the Code or to make any other provisions with respect to matters or
questions arising under this Agreement which shall not be inconsistent with
the provisions of this Agreement; provided, however, that such action shall
not, as evidenced by an Opinion of Independent Counsel, adversely affect in
any material respect the interests of any Certificateholder.

         (b) This Agreement may also be amended from time to time by the
Initial Beneficial Holder, the Trustee and the Master Servicer, with the
consent of the holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than [66 2/3]% of the Trust Fund 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 Certificateholders; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the
timing of, payments received on Mortgage Loans which are required to be
distributed on any Certificate without the consent of the Holder of such
Certificate, (ii) reduce the aforesaid percentage of Certificates the
Holders of which are required to consent to any such amendment, without the
consent of all of the Holders of all Certificates then outstanding, or
(iii) cause either REMIC I or REMIC II to fail to qualify as a REMIC for
federal income tax purposes, as evidenced by an Opinion of Independent
Counsel which shall be provided to the Trustee other than at the Trustee's
expense.

         (c) Promptly after the execution of any such amendment, the
Trustee shall furnish a copy of such amendment or written notification of
the substance of such amendment to each Certificateholder, with a copy to
the Rating Agencies.

         (d) In the case of an amendment under Section 11.02(b) above, it
shall not be necessary for the Certificateholders to approve the particular
form of such an amendment. Rather, it shall be sufficient if the
Certificateholders approve the substance of the amendment. The manner of
obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

         Section 11.03. Recordation of Agreement. To the extent permitted
by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or
other comparable jurisdictions in which any or all of the Mortgaged
Properties are situated, and in any other appropriate public recording
office or elsewhere. The Master Servicer shall effect such recordation, at
its expense upon the request in writing of a Certificateholder, but only if
such direction is accompanied by an Opinion of Counsel (provided at the
expense of the Certificateholder requesting recordation) to the effect that
such recordation would materially and beneficially affect the interests of
the Certificateholders or is required by law.

         Section 11.04. Limitation on Rights of Certificateholders.

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

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

         (c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon, under or with respect to this Agreement against the
Initial Beneficial Holder, the Master Servicer or any successor to any such
parties unless (i) such Certificateholder previously shall have given to
the Trustee a written notice of a continuing default, as herein provided,
(ii) the Holders of Certificates evidencing Fractional Undivided Interests
aggregating not less than [ ]% of the Trust Fund shall have made written
request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee
such reasonable indemnity as it may require against the costs and expenses
and liabilities to be incurred therein or thereby, and (iii) the Trustee,
for 60 days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action,
suit or proceeding.

         (d) No one or more Certificateholders shall have any right by
virtue of any provision of this Agreement to affect the rights of any other
Certificateholders or to obtain or seek to obtain priority or preference
over any other such Certificateholder, or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 11.04, each and every
Certificateholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.

         Section 11.05. Acts of Certificateholders.

         (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or
taken by Certificateholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent duly appointed in writing.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee
and, where it is expressly required, to the Initial Beneficial Holder.
Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Agreement and
conclusive in favor of the Trustee and the Initial Beneficial Holder, if
made in the manner provided in this Section 11.05.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity
other than his or her individual capacity, such certificate or affidavit
shall also constitute sufficient proof of his or her authority. The fact
and date of the execution of any such instrument or writing, or the
authority of the individual executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

         (c) The ownership of Certificates (notwithstanding any notation of
ownership or other writing on such Certificates, except an endorsement in
accordance with Section 5.02 made on a Certificate presented in accordance
with Section 5.04) shall be proved by the Certificate Register, and neither
the Trustee, the Initial Beneficial Holder, the Master Servicer nor any
successor to any such parties shall be affected by any notice to the
contrary.

         (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action of the holder of any Certificate shall bind
every future holder of the same Certificate and the holder of every
Certificate issued upon the registration of transfer or exchange thereof,
if applicable, or in lieu thereof with respect to anything done, omitted or
suffered to be done by the Trustee, the Initial Beneficial Holder, the
Master Servicer or any successor to any such party in reliance thereon,
whether or not notation of such action is made upon such Certificates.

         (e) In determining whether the Holders of the requisite percentage
of Certificates evidencing Fractional Undivided Interests have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Certificates owned by the Trustee, the Initial Beneficial
Holder, the Master Servicer or any Sub-Servicer or any Affiliate thereof
shall be disregarded, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Certificates which the Trustee
knows to be so owned shall be so disregarded. Certificates which have been
pledged in good faith to the Trustee, the Initial Beneficial Holder, the
Master Servicer or any Sub-Servicer or any Affiliate thereof may be
regarded as outstanding if the pledgor establishes to the satisfaction of
the Trustee the pledgor's right to act with respect to such Certificates
and that the pledgor is not an Affiliate of the Trustee, the Initial
Beneficial Holder, the Master Servicer or any Sub-Servicer, as the case may
be.

         Section 11.06. GOVERNING LAW. THIS AGREEMENT AND THE CERTIFICATES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

         Section 11.07. Notices. All demands and notices hereunder shall be
in writing and shall be deemed given when delivered at or mailed by
registered mail, return receipt requested, postage prepaid, or by
recognized overnight courier, to (i) in the case of the Initial Beneficial
Holder, 85 Broad Street, New York, New York 10004, Attention: [ ], or such
other address as may hereafter be furnished to the other parties hereto in
writing; (ii) in the case of [ ], [ ], Attention: [ ] or such other address
as may hereafter be furnished to the other parties hereto in writing; (iii)
in the case of the Trustee, at its Corporate Trust Office, or such other
address as may hereafter be furnished to the other parties hereto in
writing; or (iv) in the case of the Rating Agencies, [ ], Attention: [ ]
and [ ], Attention: [ ]. Any notice delivered to the Initial Beneficial
Holder, the Master Servicer or the Trustee under this Agreement shall be
effective only upon receipt. Any notice required or permitted to be mailed
to a Certificateholder, unless otherwise provided herein, shall be given by
first-class mail, postage prepaid, at the address of such Certificateholder
as shown in the Certificate Register. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.

         Section 11.08. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severed from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the holders thereof.

         Section 11.09. Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto.

         Section 11.10. Article and Section Headings. The article and
section headings herein are for convenience of reference only, and shall
not limit or otherwise affect the meaning hereof.

         Section 11.11. Counterparts. This Agreement may be executed in two
or more counterparts each of which when so executed and delivered shall be
an original but all of which together shall constitute one and the same
instrument.

         Section 11.12. Headings. The article and section headings herein
are for convenience of reference only, and shall not limited or otherwise
affect the meaning hereof.

         Section 11.13. Notice to Rating Agencies. The Trustee shall use its
best efforts to promptly provide notice to each Rating Agency with respect to
each of the following of which it has actual knowledge:

         (a) Any material change or amendment to this Agreement;

         (b) The occurrence of any Event of Default that has not been
cured;

         (c) The resignation or termination of the Master Servicer or the
Trustee;

         (d) The repurchase or substitution of Mortgage Loans;

         (e) The final payment to Certificateholders; and

         (f) Any change in the location of the Custody Account or the
Certificate Account.

         In addition, in accordance with Section 6.04 and Section 3.16, the
Trustee and the Master Servicer, respectively, shall promptly furnish to
each Rating Agency copies of the following:

         (g) Each report to Certificateholders described in Section 6.04;
and

         (h) Each annual independent public accountants' servicing report
received as described in Section 3.16.



                  IN WITNESS WHEREOF, the Initial Beneficial Holder, [ ]
and the Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first
above written.


                                      GS MORTGAGE SECURITIES CORP.,
                                      as Initial Beneficial Holder


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


                                      [           ], as Master Servicer

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



                                      [           ], as Trustee

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





STATE OF __________        )
                           ) ss.:
COUNTY OF _________        )

         On the [ ] day of [ ], 200[ ], before me, a notary public in and
for said State, personally appeared [ ], known to me to be a [ ] of [ ],
the corporation that executed the within instrument, and also known to me
to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


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

[Notarial Seal]





STATE OF ________________  )
                                            ) ss.:
COUNTY OF _______________  )

                  On the [ ] day of [ ], 200[ ], before me, a notary public
in and for said State, personally appeared [ ], known to me to be a [ ] of
[ ], the corporation that executed the within instrument, and also known to
me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this certificate first above
written.


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

[Notarial Seal]





STATE OF __________        )
                           ) ss.:
COUNTY OF _________        )

         On the [ ] day of [ ], 200[ ], before me, a notary public in and
for said State, personally appeared [ ], known to me to be a [ ] of [ ],
the corporation that executed the within instrument, and also known to me
to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


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

[Notarial Seal]




                                                                     EXHIBIT A-1

                        FORM OF FACE OF CERTIFICATES

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
[ ], [ ] (THE "COMPANY") OR THE TRUSTEE REFERRED TO BELOW OR ANY OF THEIR
RESPECTIVE AFFILIATES AND IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

         THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" (A "REMIC"), AS THOSE TERMS ARE DEFINED,
RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

         THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON. ACCORDINGLY, FOLLOWING THE INITIAL
ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS
CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY
INQUIRY OF THE TRUSTEE NAMED HEREIN.

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.





                     MORTGAGE PASS-THROUGH CERTIFICATE,
                           NO. SERIES 200[ ]-[ ]
                EVIDENCING A BENEFICIAL INTEREST IN A TRUST
 CONSISTING PRIMARILY OF CONVENTIONAL, [FIRST] LIEN MORTGAGE LOANS SOLD BY

                        GS MORTGAGE SECURITIES CORP.

CUT-OFF DATE                                   :     [      ], 200[ ]
CLASS                                          :     [      ]
FIRST DISTRIBUTION DATE                        :     [      ], 200[ ]
INITIAL PRINCIPAL AMOUNT OF
THIS CERTIFICATE
("DENOMINATION")                               :     [      ]
ASSUMED FINAL DISTRIBUTION
DATE                                           :     [      ], 20 [ ]
MASTER SERVICER                                :     [      ]
APPROXIMATE ORIGINAL CLASS
PASS-THROUGH RATE                              :     [      ]%
PRINCIPAL AMOUNT                               :     [      ]

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the Fractional
Undivided Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust")
consisting primarily of conventional one- to four- family, fully
amortizing, [first] lien mortgage loans (collectively, the "Mortgage
Loans") sold by GS Mortgage Securities Corp. (the "Company"). The Mortgage
Loans were sold by [ ] to the Company. [ ] will act as master servicer of
the Mortgage Loans (the "Master Servicer," which term includes any
successors thereto under the Agreement referred to below). The Trust was
created pursuant to the Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement"), by and among the Company,
as initial beneficial holder, [ ], as Master Servicer, and [ ], as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, capitalized terms
used herein shall have the meaning ascribed to them in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of its acceptance hereof assents and by which such
Holder is bound.

         Interest on this Certificate will accrue during the month prior to
the month in which a Distribution Date (as hereinafter defined) occurs on
the Current Principal Amount hereof at a per annum rate equal to the
Pass-Through Rate. The Trustee will distribute on the [ ] day of each
month, or, if such [ ] day is not a Business Day, the immediately following
Business Day (each, a "Distribution Date"), commencing on the First
Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day
of the calendar month preceding the month of such Distribution Date, an
amount equal to the product of the Fractional Undivided interest evidenced
by this Certificate and the amount required to be distributed to Holders of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the first anniversary of the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage
Loan and is not likely to be the date on which the Current Principal Amount
of this Class of Certificates will be reduced to zero.

         Distributions on this Certificate will be made by the Trustee by
check mailed to the address of the Person entitled thereto as such name and
address shall appear on the Certificate Register or, if such Person so
requests by notifying the Trustee in writing as specified in the Agreement
and if such Person holds Certificates with an initial aggregate Current
Principal Amount and/or initial aggregate notional amount of not less than
$[ ], in immediately available funds (by wire transfer or otherwise) to the
account specified in writing by such Person to the Trustee. Notwithstanding
the above, the final distribution on this Certificate will be made after
due notice by the Trustee of the pendency of such distribution and only
upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose and designated in such notice.

         Unless this Certificate has been countersigned by an authorized
signatory of the Trustee by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

DATED: [      ], 200[ ]

                                                  [               ],
Countersigned:                                    Not in its individual capacity
                                                  but solely as Trustee

By
  ----------------------------------
     Authorized signatory of [     ]             By
     [ ], not in its                                ------------------------
                                                    AUTHORIZED OFFICER
                                                    individual capacity but
                                                    solely as Trustee



                                                                     EXHIBIT A-2

                      FORM OF REVERSE OF CERTIFICATES

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

         This Certificate is one of a duly authorized issue of Certificates
designated as set forth on the face hereof (the "Certificates"), issued in
[twenty-two] Classes. The Certificates, in the aggregate, evidence the
entire beneficial ownership interest in the Trust formed pursuant to the
Agreement.

         The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust for payment hereunder and that
the Trustee is not liable to the Certificateholders for any amount payable
under this Certificate or the Agreement or, except as expressly provided in
the Agreement, subject to any liability under the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and
limitations of rights, benefits, obligations and duties evidenced hereby,
and the rights, duties and immunities of the Trustee.

         The Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of
the Master Servicer and the rights of the Certificateholders under the
Agreement from time to time by the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing Fractional Undivided
Interests aggregating not less than [ ]% (or in certain cases, Holders of
Certificates of affected Classes evidencing such percentage of the
Fractional Undivided Interests thereof). Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon
all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of
the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable with the
Trustee upon surrender of this Certificate for registration of transfer at
the offices or agencies maintained by the Trustee in the [ ] of [ ], State
of [ ], duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon
one or more new Certificates in authorized denominations representing a
like aggregate Fractional Undivided Interest will be issued to the
designated transferee.

         The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, this Certificate is exchangeable for one or more new
Certificates evidencing the same Class and in the same aggregate Fractional
Undivided Interest, as requested by the Holder surrendering the same.

         No service charge will be made to the Certificateholders for any
such registration of transfer, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith. The Master Servicer, the Trustee and any agent of any
of them may treat the Person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Master Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust created
thereby (other than the obligations to make payments to Certificateholders
with respect to the termination of the Agreement) shall terminate upon the
earlier of (i) the later of the (A) final payment or other liquidation (or
Monthly Advance with respect thereto) of the last Mortgage Loan remaining
in the Trust and (B) disposition of all property acquired upon foreclosure
or deed in lieu of foreclosure of any Mortgage Loan and the remittance of
all funds due under the Agreement, or (ii) the optional repurchase by the
party named in the Agreement of all the Mortgage Loans and other assets of
the Trust in accordance with the terms of the Agreement. Such optional
repurchase may be made only on or after the Distribution Date on which the
aggregate unpaid principal balance of the Mortgage Loans is less than 10%
of the aggregate Scheduled Principal Balance of the Mortgage Loans at the
Cut-Off Date. The exercise of such right will effect the early retirement
of the Certificates. The Trust also may be terminated on any Distribution
Date upon the determination, based upon an opinion of counsel, that REMIC
status of REMIC I or REMIC II has been lost or that a substantial risk
exists that such status will be lost for the then current year. In no
event, however, will the Trust created by the Agreement continue beyond the
expiration of 21 years after the death of certain persons identified in the
Agreement.



                                 ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
 and transfer(s) unto _______________________________________________________
       ____________________________________________________________
 (Please print or typewrite name and address including postal zip code assignee)

the within Certificate and hereby authorizes the transfer of registration
of such interest to the assignee on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a
like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:

Dated:                                  ___________________________________
                                        Signature by or on behalf of assignor
                                        ___________________________________
                                        Signature Guaranteed

                         DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to [ ] for the account of [] account number [ ], or, if
mailed by check to [ ] [ ] Applicable statements should be mailed to [ ]
This information is provided by [ ] the assignee named above, or [ ], as
its agent.



                                                                       EXHIBIT B

                           MORTGAGE LOAN SCHEDULE






                                                                       EXHIBIT C

                   REPRESENTATIONS AND WARRANTIES OF [ ]
                       CONCERNING THE MORTGAGE LOANS

         Capitalized terms used herein shall have the meanings set forth in
the Seller Contract and not in the Pooling and Servicing Agreement.

                  (a) the information set forth and to be set forth in the
         Final Mortgage Loan Schedules hereto was and will be true and
         correct in all material respects at the date or dates respecting
         which such information is furnished, and the Initial Beneficial
         Holder's Information (as defined in Section 14(a) hereof) does not
         include any untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements made, in
         light of the circumstances under which they were made, not
         misleading (provided, however, that no representation or warranty
         is made with respect to the portion of the Initial Beneficial
         Holder's Information included in the Prospectus Supplement under
         the headings "Description of the Mortgage Loans--General" and
         "Description of the Mortgage Loans--The Master Servicer;

                  (b) the terms of the Mortgage Note and the Mortgage have
         not been impaired, waived, altered or modified in any respect,
         except by written instruments, if required by law in the
         jurisdiction where the Mortgaged Property is located;

                  (c) except as otherwise set forth in the Preliminary
         Mortgage Loan Schedule or the Final Mortgage Loan Schedule, the
         Mortgage File for each Mortgage Loan contains a true, accurate and
         complete copy of each of the documents contained in such Mortgage
         File, including all amendments, modifications and, if applicable,
         waivers and assumptions that have been executed in connection with
         such Mortgage Loan;

                  (d) immediately prior to the transfer to the Purchaser,
         the Initial Beneficial Holder was the sole owner of beneficial
         title and holder of each Mortgage and Mortgage Note relating to
         the Mortgage Loans and is conveying the same free and clear of any
         and all liens, claims, encumbrances, participation interests,
         equities, pledges, charges or security interests of any nature and
         the Initial Beneficial Holder has full right and authority to sell
         or assign the same pursuant to this Agreement;

                  (e) each Mortgage is a valid and enforceable first lien
         on the property securing the related Mortgage Note and each
         Mortgaged Property is owned by the Mortgagor in fee simple (except
         with respect to common areas in the case of condominiums, PUDs and
         de minimis PUDs) or by leasehold for a term longer than the term
         of the related Mortgage, subject only to (i) the lien of current
         real property taxes and assessments, (ii) covenants, conditions
         and restrictions, rights of way, easements and other matters of
         public record as of the date of recording of such Mortgage, such
         exceptions being acceptable to mortgage lending institutions
         generally or specifically reflected in the appraisal obtained in
         connection with the origination of the related Mortgage Loan or
         referred to in the lender's title insurance policy delivered to
         the originator of the related Mortgage Loan and (iii) other
         matters to which like properties are commonly subject which do not
         materially interfere with the benefits of the security intended to
         be provided by such Mortgage;

                  (f) as of the Cut-Off Date, no payment of principal of or
         interest on or in respect of any Mortgage Loan is 30 or more days
         past due;

                  (g) there is no mechanics' lien or claim for work, labor
         or material affecting the premises subject to any Mortgage which
         is or may be a lien prior to, or equal with, the lien of such
         Mortgage except those which are insured against by the title
         insurance policy referred to in (l) below;

                  (h) as of the Cut-Off Date, (i) no Mortgage Loan had been
         30 days or more delinquent more than once during the preceding 12
         months, (ii) no Mortgage Loan had been delinquent for 60 days or
         more during the preceding 12 months and (iii) there was no
         delinquent tax or assessment lien against the property subject to
         any Mortgage, except where such lien was being contested in good
         faith and a stay had been granted against levying on the property;

                  (i) there is no valid offset, defense or counterclaim to
         any Mortgage Note or Mortgage, including the obligation of the
         Mortgagor to pay the unpaid principal and interest on such
         Mortgage Note;

                  (j) except to the extent insurance is in place which will
         cover such damage, the physical property subject to any Mortgage
         is free of material damage and is in good repair and there is no
         proceeding pending or threatened for the total or partial
         condemnation of any Mortgaged Property;

                  (k) each Mortgage Loan at the time it was made complied
         in all material respects with applicable state and federal laws,
         including, without limitation, usury, equal credit opportunity and
         disclosure laws; each Mortgage Loan is being serviced in all
         material respects in accordance with applicable state and federal
         laws, including, without limitation, usury, equal credit
         opportunity and disclosure laws;

                  (l) a lender's title insurance policy (on an ALTA or CLTA
         form) or binder, or other assurance of title customary in the
         relevant jurisdiction therefor in a form acceptable to Freddie Mac
         or Fannie Mae, was issued on the date of the origination of each
         related Mortgage Loan by a title insurance company qualified to do
         business in the jurisdiction where the related Mortgaged Property
         is located, insuring the Initial Beneficial Holder and its
         successors and assigns that the Mortgage is a first priority lien
         on the related Mortgaged Property in the original principal amount
         of the Mortgage Loan. The Initial Beneficial Holder is the sole
         insured under such lender's title insurance policy, and such
         policy, binder or assurance is valid and remains in full force and
         effect, and each such policy, binder or assurance shall contain
         all applicable endorsements including a negative amortization
         endorsement, if applicable;

                  (m) in the event the Mortgage constitutes a deed of
         trust, either a trustee, duly qualified under applicable law to
         serve as such, has been properly designated and currently so
         serves and is named in the Mortgage or if no duly qualified
         trustee has been properly designated and so serves, the Mortgage
         contains satisfactory provisions for the appointment of such
         trustee by the holder of the Mortgage at no cost or expense to
         such holder, and no fees or expenses are or will become payable by
         Purchaser to the trustee under the deed of trust, except in
         connection with a trustee's sale after default by the mortgagor;

                  (n) the original principal amount of each Mortgage Loan
         is not more than [ ]% of the Original Value; [with the exception
         of [ ] Group I Mortgage Loans with a Cut-Off Date Scheduled
         Principal Balance of approximately $[ ] and [ ] Group II Mortgage
         Loans with a Cut-Off Date Scheduled Principal Balance of
         approximately $[ ], each Mortgage Loan for which the outstanding
         principal as of the Cut-Off Date of the related Mortgage Note
         exceeded [ ]% of the Original Value is covered by a Primary
         Mortgage Insurance Policy issued by a private mortgage insurer
         insuring against default under the Mortgage Note in an amount at
         least equal to the excess of such outstanding principal amount
         over [ ]% of such Original Value until the principal balance of
         such Mortgage Loan is reduced below [ ]% of the Original Value or,
         based upon a new appraisal, the principal balance of such Mortgage
         Loan represents less than [ ]% of the new appraised value]; all of
         the insurers which have Primary Mortgage Insurance Policies with
         respect to the Mortgage Loans meet Freddie Mac's, Fannie Mae's and
         the Rating Agencies' standards. The weighted average Loan-to-Value
         Ratio of the Group I Mortgage Loans and Group II Mortgage Loans
         does not exceed [ ]% and [ ]%, respectively, and the percentage
         (by aggregate principal balance) of Group I Mortgage Loans and
         Group II Mortgage Loans having Loan-to-Value Ratios in excess of [
         ]% does not exceed [ ]% and [ ]%, respectively;

                  (o) [Reserved]

                  (p) at the time of origination, each Mortgaged Property
         was the subject of an appraisal which conforms to the Initial
         Beneficial Holder's underwriting requirements, and a true,
         accurate and complete copy of such appraisal is contained in the
         Mortgage File;

                  (q) on the basis of a representation by the borrower at
         the time of origination of the Mortgage Loans, at least [ ]% of
         the Group I Mortgage Loans and [ ]% of the Group II Mortgage Loans
         (by aggregate principal balance) will be secured by Mortgages on
         owner-occupied primary residence properties;

                  (r) neither the Initial Beneficial Holder nor any
         servicer of the related Mortgage Loans has advanced funds or
         knowingly received any advance of funds by a party other than the
         Mortgagor, directly or indirectly, for the payment of any amount
         required by the Mortgage, except for (i) interest accruing from
         the date of the related Mortgage Note or date of disbursement of
         the Mortgage Loan proceeds, whichever is later, to the date which
         precedes by 30 days the first Due Date under the related Mortgage
         Note, and (ii) customary advances for insurance and taxes;

                  (s) each Mortgage Note, the related Mortgage and other
         agreements executed in connection therewith are genuine, and each
         is the legal, valid and binding obligation of the maker thereof,
         enforceable in accordance with its terms except as such
         enforcement may be limited by bankruptcy, insolvency,
         reorganization or other similar laws affecting the enforcement of
         creditors' rights generally and by general equity principles
         (regardless of whether such enforcement is considered in a
         proceeding in equity or at law); and all parties to each Mortgage
         Note and the Mortgage had legal capacity to execute the Mortgage
         Note and the Mortgage and each Mortgage Note and Mortgage has been
         duly and properly executed by the Mortgagor;

                  (t) to the extent required under applicable law, each
         originator and subsequent mortgagee or servicer of the Mortgage
         Loans was authorized to transact and do business in the
         jurisdiction in which the related Mortgaged Property is located at
         all times when it held or serviced the Mortgage Loan; and any
         obligations of the holder of the related Mortgage Note, Mortgage
         and other loan documents have been complied with in all material
         respects; servicing of each Mortgage Loan has been in accordance
         with Initial Beneficial Holder's servicing requirements and the
         terms of the Mortgage Notes, the Mortgage and other loan
         documents, whether such origination and servicing was done by the
         Initial Beneficial Holder, its affiliates, or any third party
         which originated the Mortgage Loan on behalf of, or sold the
         Mortgage Loan to, any of them, or any servicing agent of any of
         the foregoing;

                  (u) the related Mortgage Note and Mortgage contain
         customary and enforceable provisions such as to render the rights
         and remedies of the holder adequate for the realization against
         the Mortgaged Property of the benefits of the security, including
         realization by judicial, or, if applicable, non-judicial
         foreclosure, and there is no homestead or other exemption
         available to the Mortgagor which would interfere with such right
         to foreclosure;

                  (v) the proceeds of the Mortgage Loans have been fully
         disbursed, there is no requirement for future advances thereunder
         and any and all requirements as to completion of any on-site or
         off-site improvements and as to disbursements of any escrow funds
         therefor have been complied with; and all costs, fees and expenses
         incurred in making, closing or recording the Mortgage Loan have
         been paid, except recording fees with respect to Mortgages not
         recorded as of the Closing Date;

                  (w) as of the Closing Date, the improvements on each
         Mortgaged Property securing a Mortgage Loan is insured (by an
         insurer which is acceptable to the Initial Beneficial Holder)
         against loss by fire and such hazards as are covered under a
         standard extended coverage endorsement in the locale in which the
         Mortgaged Property is located, in an amount which is not less than
         the lesser of the maximum insurable value of the improvements
         securing such Mortgage Loan and the outstanding principal balance
         of the Mortgage Loan, but in no event in an amount less than an
         amount that is required to prevent the Mortgagor from being deemed
         to be a co-insurer thereunder; if the improvement on the Mortgaged
         Property is a condominium unit, it is included under the coverage
         afforded by a blanket policy for the condominium project; if upon
         origination of the related Mortgage Loan, the improvements on the
         Mortgaged Property were in an area identified as a federally
         designated flood area, a flood insurance policy is in effect in an
         amount representing coverage not less than the lesser of (i) the
         outstanding principal balance of the Mortgage Loan, (ii) the
         restorable cost of improvements located on such Mortgaged Property
         and (iii) the maximum coverage available under federal law; and
         each Mortgage obligates the Mortgagor thereunder to maintain the
         insurance referred to in the Mortgage at the Mortgagor's cost and
         expense;

                  (x) there is no material monetary default existing under
         any Mortgage or the related Mortgage Note and there is no material
         event which, with the passage of time or with notice and the
         expiration of any grace or cure period, would constitute a
         default, breach or event of acceleration; and neither the Initial
         Beneficial Holder, any of its affiliates nor any servicer of any
         related Mortgage Loan has taken any action to waive any default,
         breach or event of acceleration; no foreclosure action is
         threatened or has been commenced with respect to the Mortgage
         Loan;

                  (y) no Mortgagor, at the time of origination of the
         applicable Mortgage, was a debtor in any state or federal
         bankruptcy or insolvency proceeding;

                  (z) each Mortgage Loan was originated by a savings and
         loan association, savings bank, commercial bank, credit union,
         insurance company or similar institution which is supervised and
         examined by a federal or State authority, or by a mortgagee
         approved by the Secretary of Housing and Urban Development
         pursuant to Sections 203 and 211 of the National Housing Act;

                  (aa) all inspections, licenses and certificates required
         to be made or issued with respect to all occupied portions of the
         Mortgaged Property and, with respect to the use and occupancy of
         the same, including, but not limited to, certificates of occupancy
         and fire underwriting certificates, have been made or obtained
         from the appropriate authorities;

                  (bb) the Mortgaged Property and all improvements thereon
         comply with all requirements of any applicable zoning and
         subdivision laws and ordinances;

                  (cc) no instrument of release or waiver has been executed
         in connection with the Mortgage Loans, and no Mortgagor has been
         released, in whole or in part, except in connection with an
         assumption agreement which has been approved by the primary
         mortgage guaranty insurer, if any, and which has been delivered to
         the Trustee;

                  (dd) except as otherwise provided in the Preliminary
         Mortgage Loan Schedule or the Final Mortgage Loan Schedule, no
         Mortgage Loan provides for a balloon payment and each Mortgage
         Note contains provisions providing for its full amortization by
         the end of its original term and is payable on the first day of
         each month in monthly installments of principal and interest, with
         interest payable in arrears, over an original term of not more
         than 15 years in the case of the 15-Year Mortgage Loans or 30
         years in the case of the 30-Year Mortgage Loans;

                  (ee) no Mortgage Loan was originated based on an
         appraisal of the related Mortgaged Property made prior to
         completion of construction of the improvements thereon unless a
         certificate of completion was obtained prior to closing of the
         Mortgage Loan;

                  (ff) each of the Mortgaged Properties consists of a
         single parcel of real property with a detached single-family
         residence erected thereon, or a two- to four-family dwelling, or a
         townhouse, or an individual condominium unit in a condominium
         project or an individual unit in a planned unit development. No
         Mortgaged Property consists of a single parcel of real property
         with a cooperative housing development erected thereon. Any
         condominium unit or planned unit development conforms with
         applicable lending guidelines established by the Initial
         Beneficial Holder regarding such dwellings. Measured by principal
         balance, no more than [ ]% and [ ]% of the Group I Mortgage Loans
         and Group II Mortgage Loans, respectively, are secured by an
         individual unit in a low-rise or high-rise condominium project,
         none are secured by real property with a townhouse erected
         thereon, and at least [ ]% and [ ]% of the Group I Mortgage Loans
         and the Group II Mortgage Loans, respectively, are secured by real
         property with a detached single-family residence erected thereon.
         None of the Mortgage Loans is a mobile home or manufactured
         dwelling;

                  (gg) with the exception of two Group I Mortgage Loans,
         none of the Mortgage Loans is a buydown Mortgage Loan;

                  (hh) as of the Cut-Off Date, (A) the Net Rate of each
         Group I Mortgage Loan was not more than [ ]% per annum and not
         less than [ ]% per annum, and the weighted average Net Rate of the
         Group I Mortgage Loans was approximately [ ]% per annum and (B)
         the Net Rate of each Group II Mortgage Loan was not more than [ ]%
         per annum and not less than [ ]% per annum, and the weighted
         average Net Rate of the Group II Mortgage Loans was approximately
         [ ]% per annum;

                  (ii) the Mortgage Loans were not selected from mortgage
         loans owned by the Initial Beneficial Holder in a manner to affect
         adversely the interests of the Purchaser or the holders of the
         Certificates;

                  (jj) as of the Cut-Off Date, (A) the remaining term of
         each [ ]-Year Mortgage Loan is not more than [ ] months and not
         less than [ ] months in the case of the Group I Mortgage Loans or
         [ ] months in the case of the Group II Mortgage Loans and (B) the
         remaining term of each [ ]-Year Mortgage Loan is not more than [ ]
         months and not less than [ ] months in the case of the Group I
         Mortgage Loans or [ ] months in the case of the Group II Mortgage
         Loans;

                  (kk) as of the Cut-Off Date, no more than [ ]% and [ ]%
         (by principal balance) of the Group I Mortgage Loans and the Group
         II Mortgage Loans, respectively, are cash-out refinances;

                  (ll) as of the Cut-Off Date, no more than [ ]% and [ ]%
         (by principal balance) of the Group I Mortgage Loans and Group II
         Mortgage Loans, respectively, are rate and term refinances;

                  (mm) as of the Cut-Off Date, no fewer than [ ]% and [ ]%
         (by principal balance) of the Group I Mortgage Loans and Group II
         Mortgage Loans, respectively, are purchase money loans;

                  (nn) as of the Cut-Off Date, no more than [ ]%, [ ]%, [
         ]% and [ ]% of the Group I Mortgage Loans (by principal balance)
         and no more than [ ]%, [ ]%, [ ]% and [ ]% of the Group II
         Mortgage Loans (by principal balance) are secured by properties
         located in the states of [ ], [ ], [ ] and [ ], respectively, and
         no more than [ ]% of the Group I Mortgage Loans or Group II
         Mortgage Loans (by principal balance) are located in any other
         state;

                  (oo) the original principal balances of the Group I
         Mortgage Loans and the Group II Mortgage Loans ranged from
         approximately $[ ] to approximately $[ ] and approximately $[ ] to
         approximately $[ ], respectively. The maximum outstanding
         principal balance of any Group I Mortgage Loan and Group II
         Mortgage Loan as of the Cut-off Date was approximately $[ ] and $[
         ], respectively, and the average outstanding principal balance was
         approximately $[ ] and $[ ], respectively;

                  (pp) with respect to Mortgaged Properties at the time of
         origination of the related Group I Mortgage Loans and Group II
         Mortgage Loans, measured by aggregate unpaid principal balance as
         of the Cut-off Date, at least [ ]% and [ ]%, respectively, of the
         Mortgaged Properties are owner occupied primary residences, no
         more than [ ]% and [ ]%, respectively, of the Mortgaged Properties
         are second homes and approximately [ ]% and [ ]%, respectively, of
         the Mortgaged Properties are investor owned properties. Each
         Mortgaged Property is lawfully occupied under applicable law;

                  (qq) as of the Cut-off Date, (A) approximately [ ]% and [
         ]% (by principal balance) of the Group I Mortgage Loans and Group
         II Mortgage Loans, respectively, are [ ]-Year Mortgage Loans and
         (B) approximately [ ]% and [ ]% (by principal balance) of the
         Group I Mortgage Loans and Group II Mortgage Loans, respectively,
         are [ ]-Year Mortgage Loans;

                  (rr) as of the Cut-off Date, approximately [ ]% and [ ]%
         (by principal balance) of the Group I Mortgage Loans and Group II
         Mortgage Loans, respectively, were originated under, or in
         accordance with the standards of, Series I of the [ ] Loan Series
         Program;

                  (ss) as of the Cut-off Date, approximately [ ]% and [ ]%
         (by principal balance) of the Group I Mortgage Loans and Group II
         Mortgage Loans, respectively, were originated under, or in
         accordance with the standards of, Series II of the [ ] Loan Series
         Program; and

                  (tt) as of the Cut-off Date, approximately [ ]% and [ ]%
         (by principal balance) of the Group I Mortgage Loans and Group II
         Mortgage Loans, respectively, were originated under, or in
         accordance with the standards of, Series III of the [ ] Loan
         Series Program.

                  (uu) as of the Cut-off Date, approximately [ ]% and [ ]%
         (by principal balance) of the Group I Mortgage Loans and Group II
         Mortgage Loans, respectively, were originated under, or in
         accordance with the standards of, Series IV of the [ ] Loan Series
         Program.

                  (vv) as of the Cut-off Date, approximately [ ]% and [ ]%
         (by principal balance) of the Group I Mortgage Loans and Group II
         Mortgage Loans, respectively, were originated under, or in
         accordance with the standards of, Series V of the [ ] Loan Series
         Program.

                  (ww) as of the Cut-off Date, approximately [ ]% and [ ]%
         (by principal balance) of the Group I Mortgage Loans and Group II
         Mortgage Loans, respectively, were originated under, or in
         accordance with the standards of, Other Underwriting Programs.




                                                                       EXHIBIT D

                            REQUEST FOR RELEASE
                               (for Trustee)


LOAN INFORMATION

         Name of Mortgagor:         [        ]

         Loan No.:                  [        ]

TRUSTEE

         Name:                      [        ]
         Address:                   [        ]

         Trustee Mortgage
         File No.:                  [        ]

MASTER SERVICER
         Name:                      [        ]
         Address:                   [        ]

         Certificates:    Mortgage Pass-Through Certificates,
                                  Series 200[ ]-[ ]

         The undersigned hereby acknowledges that it has received from [ ],
as Trustee for the holders of [ ] Mortgage Pass-Through Certificates,
Series 200[ ]-[ ], the documents referred to below (the "Documents"). All
capitalized terms not otherwise defined in this Request for Release shall
have the meanings given them in the Pooling and Servicing Agreement dated
as of [ ], 200[ ] (the "Pooling and Servicing Agreement") among the
Trustee, [ ] and [ ].

( ) Mortgage Note dated [ ], 200[ ], in the original principal sum of $[  ],
      made by [ ], payable to, or endorsed to the order of, the Trustee.

( ) Mortgage recorded on [ ], 200[ ], as instrument no. [ ] in the County
    Recorder's Office of the County of [ ], State of [ ] in
    book/reel/docket [ ] of official records at page/image [ ].

( ) Deed of Trust recorded on [ ] as instrument no. [ ] in the County
    Recorder's Office of the County of [ ], State of [ ] in
    book/reel/docket [ ] of official records at page/image [ ].

( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded on [ ]
    as instrument no. [ ] in the County Recorder's Office of the County of
    [ ], State of [ ] in book/reel/docket [ ] of official records at
    page/image [ ].

( ) Other documents, including any amendments, assignments or other
    assumptions of the Mortgage Note or Mortgage:

( )

( )

( )

( )


         The undersigned hereby acknowledges and agrees as follows:

                  (1) The Master Servicer shall, and if the Master Servicer
         releases the Documents to a Sub-Servicer or related Insurer the
         Master Servicer shall cause such Sub-Servicer or related Insurer
         to, hold and retain possession of the Documents in trust for the
         benefit of the Trustee, solely for the purposes provided in the
         Agreement.

                  (2) The Master Servicer shall not cause or permit the
         Documents to become subject to, or encumbered by, any claim,
         liens, security interest, charges, writs of attachment or other
         impositions nor shall the Master Servicer assert or seek to assert
         any claims or rights of setoff to or against the Documents or any
         proceeds thereof.

                  (3) The Master Servicer shall return the Documents to the
         Trustee when the need therefor no longer exists, and in any event
         within 21 days of the Master Servicer's receipt thereof, unless
         the Mortgage Loan relating to the Documents has been liquidated
         and the proceeds thereof have been remitted to the Certificate
         Account or the Documents are being used to pursue foreclosure or
         other legal proceedings and except as expressly provided in the
         Agreement.

                  (4) Prior to the return of the Documents to the Trustee,
         the Master Servicer shall, and if the Master Servicer releases
         such Documents to a Sub-Servicer or related Insurer, the Master
         Servicer shall cause such Sub-Servicer or related Insurer to,
         retain the Documents in its control unless the Documents have been
         delivered to an attorney, or to a public trustee or other public
         official as required by law, to initiate or pursue legal action or
         other proceedings for the foreclosure of the Mortgaged Property
         either judicially or nonjudicially, and the Master Servicer has
         delivered to the Trustee a certificate of a Servicing Officer
         certifying as to the name and address of the Person to which the
         Documents were delivered and the purpose or purposes of such
         delivery.

                  (5) The Documents and any proceeds thereof, including any
         proceeds of proceeds, coming into the possession or control of the
         Master Servicer shall at all times be earmarked for the account of
         the Trustee, and the Master Servicer shall keep the Documents and
         any proceeds separate and distinct from all other property in the
         possession, custody or control of the Master Servicer.

Date:  [      ], 20[   ]


                                         [Name of Master Servicer]


                                         By: _________________________________
                                         Its: ________________________________




                                                                       EXHIBIT E

                                                           Affidavit pursuant to
                                                       Section 860E(e)(4) of the
                                                        Internal Revenue Code of
                                                       1986, as amended, and for
                                                                  other purposes

STATE OF                   )
                           ) ss:
COUNTY OF                  )

        [NAME OF OFFICER], being first duly sworn, deposes and says:

         1. That he is [Title of Officer] of [Name of Investor] (the
"Investor"), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of ] [the United States], on behalf
of which he makes this affidavit.

         2. That (i) the Investor is not a "disqualified organization" as
defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as
amended, and will not be a disqualified organization as of [Closing Date]
[date of purchase]; (ii) it is not acquiring the [ ] Mortgage Pass-Through
Certificates, Series 200[ ]-[ ], Class R-1 or Class R-2 Certificates (the
"Residual Certificates") for the account of a disqualified organization;
(iii) it consents to any amendment of the Pooling and Servicing Agreement
that shall be deemed necessary by [ ] (upon advice of counsel) to
constitute a reasonable arrangement to ensure that the Residual
Certificates will not be owned directly or indirectly by a disqualified
organization; and (iv) it will not transfer such Residual Certificates
unless (a) it has received from the transferee an affidavit in
substantially the same form as this affidavit containing these same four
representations and (b) as of the time of the transfer, it does not have
actual knowledge that such affidavit is false.

         3. That the Investor is one of the following: (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other
entity created or organized in or under the laws of the United States or
any political subdivision thereof or (iii) an estate or trust that is
subject to U.S. federal income tax regardless of the source of its income.

         4. That the Investor's taxpayer identification number is [ ].

         5. That no purpose of the acquisition of the Residual Certificates
is to avoid or impede the assessment or collection of tax.

         6. That the Investor understands that, as the holder of the
Residual Certificates, the Investor may incur tax liabilities in excess of
any cash flows generated by such Residual Certificates.

         7. That the Investor intends to pay taxes associated with holding
the Residual Certificates as they become due.

         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its [Title of Officer] this day of , 200[ ].

                                              [NAME OF INVESTOR]


                                              By____________________________
                                              [Name of Officer]
                                              [Title of Officer]
                                              [Address of Investor for
                                              receipt of distributions]

                                              Address of Investor
                                              for receipt of tax
                                              information:

         Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Investor, and
acknowledged to me that he executed the same as his free act and deed and
the free act and deed of the Investor.

         Subscribed and sworn before me this [ ]day of [ ], 200[ ].

__________________________
NOTARY PUBLIC

COUNTY OF ___________

STATE OF _____________


My commission expires the ___ day of ___________, 20__.




                                                                     EXHIBIT F-1

                         FORM OF INVESTMENT LETTER

                                                                          [Date]

[Name of Initial Beneficial Holder]
[Address of Initial Beneficial Holder]

[Name of Trustee]
[Address of Trustee]

Re: [ ], Series 2000[ ]-[ ] Mortgage Pass-Through Certificates (the
"Certificates"), including the Class B-4, Class B-5 and Class B-6
Certificates (the "Privately Offered Certificates")

Dear Sirs:

         In connection with our purchase of Privately Offered Certificates,
we confirm that:

                  (i)      we understand that the Privately Offered
                           Certificates are not being registered under the
                           Securities Act of 1933, as amended (the "Act")
                           or any applicable state securities or "Blue Sky"
                           laws, and are being sold to us in a transaction
                           that is exempt from the registration
                           requirements of such laws;

                  (ii)     any information we desired concerning the
                           Certificates, including the Privately Offered
                           Certificates, the trust in which the
                           Certificates represent the entire beneficial
                           ownership interest (the "Trust") or any other
                           matter we deemed relevant to our decision to
                           purchase Privately Offered Certificates has been
                           made available to us;

                  (iii)    we are able to bear the economic risk of
                           investment in Privately Offered Certificates; we
                           are an institutional "accredited investor" as
                           defined in Section 501(a) of Regulation D
                           promulgated under the Act and a sophisticated
                           institutional investor;

                  (iv)     we are acquiring Privately Offered Certificates
                           for our own account, not as nominee for any
                           other person, and not with a present view to any
                           distribution or other disposition of the
                           Privately Offered Certificates;

                  (v)      we agree the Privately Offered Certificates must
                           be held indefinitely by us (and may not be sold,
                           pledged, hypothecated or in any way disposed of)
                           unless subsequently registered under the Act and
                           any applicable state securities or "Blue Sky"
                           laws or an exemption from the registration
                           requirements of the Act and any applicable state
                           securities or "Blue Sky" laws is available;

                  (vi)     we agree that in the event that at some future
                           time we wish to dispose of or exchange any of
                           the Privately Offered Certificates (such
                           disposition or exchange not being currently
                           foreseen or contemplated), we will not transfer
                           or exchange any of the Privately Offered
                           Certificates unless:

                              (A) (1) the sale is to an Eligible Purchaser
                         (as defined below), (2) a letter to substantially
                         the same effect as either this letter or, if the
                         Eligible Purchaser is a Qualified Institutional
                         Buyer as defined under Rule 144A of the Act, the
                         Rule 144A and Related Matters Certificate in the
                         form attached to the Pooling and Servicing
                         Agreement (as defined below) is executed promptly
                         by the purchaser and delivered to the addressees
                         hereof and (3) all offers or solicitations in
                         connection with the sale, whether directly or
                         through any agent acting on our behalf, are
                         limited only to Eligible Purchasers and are not
                         made by means of any form of general solicitation
                         or general advertising whatsoever; and

                               (B) if the Privately Offered Certificate is
                         not registered under the Act (as to which we
                         acknowledge you have no obligation), the Privately
                         Offered Certificate is sold in a transaction that
                         does not require registration under the Act and
                         any applicable state securities or "blue sky" laws
                         and, if State Street Bank and Trust Company (the
                         "Trustee") so requests, a satisfactory Opinion of
                         Counsel is furnished to such effect, which Opinion
                         of Counsel shall be an expense of the transferor
                         or the transferee;

                  (vii)    we agree to be bound by all of the terms
                           (including those relating to restrictions on
                           transfer) of the Pooling and Servicing (as
                           defined below), pursuant to which the Trust was
                           formed; we have reviewed carefully and
                           understand the terms of the Pooling and
                           Servicing Agreement;

                  (viii)   we are not "benefit plan investors," as such
                           term is defined in 29 C.F.R. ss.ss. 2510.3-101
                           (other than benefit plan investors which are not
                           subject to Title I of ERISA), nor a trustee,
                           fiduciary or other party acting on behalf of any
                           such "benefit plan investors;"

                  (ix)     We understand that each of the Class B-4, B-5
                           and B-6 Certificates bears, and will continue to
                           bear, a legend to substantiate the following
                           effect: "THIS CERTIFICATE HAS NOT BEEN AND WILL
                           NOT BE REGISTERED UNDER THE SECURITIES ACT OF
                           1933, AS AMENDED (THE "ACT"), OR UNDER ANY STATE
                           SECURITIES LAWS. THE HOLDER HEREOF, BY
                           PURCHASING THIS CERTIFICATE, AGREES THAT THIS
                           CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
                           OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
                           THE ACT AND OTHER APPLICABLE LAWS AND ONLY (1)
                           PURSUANT TO RULE 144A UNDER THE ACT ("RULE
                           144A") TO A PERSON THAT THE HOLDER REASONABLY
                           BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
                           WITHIN THE MEANING OF RULE 144A (A "QIB"),
                           PURCHASING FOR ITS OWN ACCOUNT OR A QIB
                           PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
                           HOLDER HAS INFORMED, IN EACH CASE, THAT THE
                           REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS
                           BEING MADE IN RELIANCE ON RULE 144A, (2)
                           PURSUANT TO AN EXEMPTION FROM REGISTRATION
                           PROVIDED BY RULE 144 UNDER THE ACT (IF
                           AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                           "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE
                           MEANING THEREOF IN RULE 501(A)(1), (2), (3) OR
                           (7) OF REGULATION D UNDER THE ACT PURCHASING NOT
                           FOR DISTRIBUTION IN VIOLATION OF THE ACT,
                           SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A
                           LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE
                           AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF
                           AN OPINION OF COUNSEL AS TO COMPLIANCE WITH ALL
                           APPLICABLE SECURITIES LAWS OF THE UNITED STATES.
                           THIS CERTIFICATE MAY NOT BE TRANSFERRED TO
                           "BENEFIT PLAN INVESTORS," AS SUCH TERM IS
                           DEFINED IN 29 C.F.R. ss.ss.2510.3-101 (OTHER
                           THAN BENEFIT PLAN INVESTORS WHICH ARE NOT
                           SUBJECT TO TITLE I OF ERISA), UNLESS THE
                           PROPOSED TRANSFEREE PROVIDES A BENEFIT PLAN
                           OPINION TO THE TRUSTEE."

         "ELIGIBLE PURCHASER" means a corporation, partnership or other
entity which we have reasonable grounds to believe and do believe (i) can
make representations with respect to itself to substantially the same
effect as the representations set forth herein, and (ii) is either a
Qualified Institutional Buyer as defined under Rule 144A of the Act or an
institutional "Accredited Investor" as defined under Rule 501 of the Act.

         Terms not otherwise defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement dated as of [ ],
200[ ] among [ ], [ ]and [ ] (the "Pooling and Servicing Agreement").



         IN WITNESS WHEREOF, this document has been executed by the
undersigned who is duly authorized to do so on behalf of the undersigned
Eligible Purchaser on the [ ] day of [ ], 20[ ].

                                                     Very truly yours,

                                                     [PURCHASER]


                                                     By:________________________
                                                        (Authorized Officer)


                                                     By:________________________
                                                         Attorney-in-fact



                                                                     EXHIBIT F-2

             FORM OF RULE 144A AND RELATED MATTERS CERTIFICATE

                                                                          [Date]

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

[Name of Trustee]
[Address of Trustee]

Re: [ ], Series 200_-_ Pass-Through Certificates (the "Certificates"),
including the Class B-4, Class B-5 and Class B-6 Certificates (the
"Privately Offered Certificates")


Dear Sirs:

          In connection with our purchase of Privately Offered
Certificates, the undersigned certifies to each of the parties to whom this
letter is addressed that it is a qualified institutional buyer (as defined
in Rule 144A under the Securities Act of 1933, as amended (the "Act")) as
follows:

1.   It owned and/or invested on a discretionary basis eligible securities
     (excluding affiliate's securities, bank deposit notes and CD's, loan
     participations, repurchase agreements, securities owned but subject to
     a repurchase agreement and swaps), as described below:

     Date: [ ], 20[ ] (must be on or after the close of its most recent
     fiscal year)

     Amount: $[                         ]; and

2.   The dollar amount set forth above is:

     a.  greater than $100 million and the undersigned is one of the
         following entities:

         (1)   |_| an insurance company as defined in Section 2(13) of the
               Act; or (1)

         (2)   |_| an investment company registered under the Investment
               Company Act or any business development company as defined
               in Section 2(a)(48) of the Investment Company Act of 1940;
               or

         (3)   |_| a Small Business Investment Company licensed by the U.S.
               Small Business Administration under Section 301(c) or (d) of
               the Small Business Investment Act of 1958; or

         (4)   |_| a plan (i) established and maintained by a state, its
               political subdivisions, or any agency or instrumentality of
               a state or its political subdivisions, the laws of which
               permit the purchase of securities of this type, for the
               benefit of its employees and (ii) the governing investment
               guidelines of which permit the purchase of securities of
               this type; or

         (5)   |_| a business development company as defined in Section
               202(a)(22) of the Investment Advisers Act of 1940; or

         (6)   |_| a corporation (other than a U.S. bank, savings and loan
               association or equivalent foreign institution), partnership,
               Massachusetts or similar business trust, or an organization
               described in Section 501(c)(3) of the Internal Revenue Code;
               or

         (7)   |_| a U.S. bank, savings and loan association or equivalent
               foreign institution, which has an audited net worth of at
               least $25 million as demonstrated in its latest annual
               financial statements; or

         (8)   |_| an investment adviser registered under the Investment
               Advisers Act; or

--------------------
(1)    A purchase by an insurance company for one or more of its separate
accounts, as defined by Section 2(a)(37) of the Investment Company Act of
1940, which are neither registered nor required to be registered
thereunder, shall be deemed to be a purchase for the account of such
insurance company.

     b.  |_| greater than $10 million, and the undersigned is a
         broker-dealer registered with the SEC; or

     c.  |_| less than $10 million, and the undersigned is a broker-dealer
         registered with the SEC and will only purchase Rule 144A
         securities in transactions in which it acts as a riskless
         principal (as defined in Rule 144A); or

     d.  |_| less than $100 million, and the undersigned is an investment
         company registered under the Investment Company Act of 1940,
         which, together with one or more registered investment companies
         having the same or an affiliated investment adviser, owns at least
         $100 million of eligible securities; or

     e.  |_| less than $100 million, and the undersigned is an entity, all
         the equity owners of which are qualified institutional buyers.

         The undersigned further certifies that it is purchasing a
Privately Offered Certificate for its own account or for the account of
others that independently qualify as "Qualified Institutional Buyers" as
defined in Rule 144A. It is aware that the sale of the Privately Offered
Certificates is being made in reliance on its continued compliance with
Rule 144A. It is aware that the transferor may rely on the exemption from
the provisions of Section 5 of the Act provided by Rule 144A. The
undersigned understands that the Privately Offered Certificates may be
resold, pledged or transferred only to (i) a person reasonably believed to
be a Qualified Institutional Buyer that purchases for its own account or
for the account of a Qualified Institutional Buyer to whom notice is given
that the resale, pledge or transfer is being made in reliance in Rule 144A,
or (ii) an institutional "accredited investor," as such term is defined
under Rule 501 of the Act in a transaction that otherwise does not
constitute a public offering.

         The undersigned agrees that if at some future time it wishes to
dispose of or exchange any of the Privately Offered Certificates, it will
not transfer or exchange any of the Privately Offered Certificates to a
Qualified Institutional Buyer without first obtaining a Rule 144A and
Related Matters Certificate in the form hereof from the transferee and
delivering such certificate to the addressees hereof. Prior to making any
transfer of Privately Offered Certificates, if the proposed Transferee is
an institutional "accredited investor," the transferor shall obtain from
the transferee and deliver to the addressees hereof an Investment Letter in
the form attached to the Pooling and Servicing Agreement dated as of [ ],
200[ ] among GS Mortgage Securities Corp., as Initial Beneficial Holder, [
], as Master Servicer, and [ ], as Trustee, pursuant to which the
Certificates were issued.

         The undersigned certifies that it is not a "benefit plan
investor," as such term is defined in 29 C.F.R. ss. 2510.3-101 (other than
a benefit plan investor which is not subject to Title I of ERISA) ("Benefit
Plan Investor"), nor a trustee, fiduciary or other party who is acquiring a
Privately Offered Certificate directly or indirectly for or on behalf of
"Benefit Plan Investors."

         IN WITNESS WHEREOF, this document has been executed by the
undersigned who is duly authorized to do so on behalf of the undersigned
Qualified Institutional Buyer on the [ ] day of [ ], 20[ ].


                                                     ___________________________
                                                     Name of Institution

                                                     ___________________________
                                                     Signature


                                                     ___________________________
                                                     Name
                                                     Title(2)
--------------------
(2)     Must be President, Chief Financial Officer, or other
executive officer.




                                                                       EXHIBIT G

                       FORM OF INITIAL CERTIFICATION

[Initial Beneficial Holder]

[Master Servicer]

         Re:      Pooling and Servicing Agreement dated as of [ ], 200[ ]
                  among GS Mortgage Securities Corp., as initial beneficial
                  holder, [ ], as master servicer, and [ ], as trustee re:
                  Mortgage Pass-Through Certificates, Series 200[ ]-[ ]

Ladies and Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that,
except as otherwise noted on the attached exception report, that as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on the attachment hereto) it has reviewed the
Mortgage File and the Mortgage Loan Schedule and has determined that: (i)
all documents required to be included in the Mortgage File pursuant to the
Pooling and Servicing Agreement are in its possession; (ii) such documents
have been reviewed by it and appear regular on their face, have, where
applicable, been executed and relate to such Mortgage Loan; and (iii) based
on examination by it, and only as to such documents, the information set
forth in the Mortgage Loan Schedule as to Mortgagor Name, original
principal balance and loan number respecting such Mortgage Loan is correct
and accurately reflects the information in the Mortgage Loan File.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in
the above-referenced Pooling and Servicing Agreement. The Trustee makes no
representation that any documents specified in subclauses (iv), (v) and
(vii) of Section 2.01(b) should be included in any Mortgage File. The
Trustee makes no representations as to: (i) the validity, legality,
enforceability or genuineness of any of the documents contained in each
Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan
Schedule or (ii) the collectability, insurability, effectiveness or
suitability of any such Mortgage Loan.

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


                                                     [TRUSTEE]

                                                     By:_______________________
                                                          Name:
                                                          Title:



                                                                       EXHIBIT H

                        FORM OF FINAL CERTIFICATION

[Initial Beneficial Holder]

[Master Servicer]

         Re:      Pooling and Servicing Agreement dated as of [ ], 200[ ]
                  among GS Mortgage Securities Corp., as initial beneficial
                  holder, [ ], as master servicer, and as trustee re:
                  Mortgage Pass-Through Certificates, Series 200[ ]-[ ]

Ladies and Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that,
except as otherwise noted on the attached exception report, that as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on the attachment hereto) it has received the
documents set forth in Section 2.01 and has determined that (i) all
documents required to be included in the Mortgage File pursuant to the
Pooling and Servicing Agreement are in its possession; (ii) such documents
have been reviewed by it and appear regular on their face, have, where
applicable, been executed and relate to such Mortgage Loan; and (iii) based
on examination by it, and only as to such documents, the information set
forth in the Mortgage Loan Schedule as to Mortgagor name, original
principal balance and loan number respecting such Mortgage Loan is correct
and accurately reflects the information in the Mortgage Loan File.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in
the above-referenced Pooling and Servicing Agreement. The Trustee makes no
representation that any documents specified in subclauses (iv), (v) and
(vii) of Section 2.01(b) should be included in any Mortgage File. The
Trustee makes no representations as to: (i) the validity, legality,
enforceability or genuineness of any of the documents contained in each
Mortgage File of any of the Mortgage Loans identified on the Mortgage Loan
Schedule or (ii) the collectability, insurability, effectiveness or
suitability of any such Mortgage Loan.

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


                                                     [TRUSTEE]

                                                     By:_______________________
                                                          Name:
                                                          Title: