EXHIBIT 4.5

                          FORM OF TRUST AGREEMENT






==============================================================================




                              [            ]


                              TRUST 200[ ]-[ ]


                              TRUST AGREEMENT

                                  between

                        GS MORTGAGE SECURITIES CORP.

                                    and

                                [         ]


                      Dated as of [         ], 200[ ]


==============================================================================


<TABLE>
<CAPTION>

                                     TABLE OF CONTENTS

                                                                                                       Page


<S>                                                                                                     <C>
ARTICLE I - DEFINITIONS..................................................................................1
   SECTION 1.1.          Capitalized Terms...............................................................1
   SECTION 1.2.          Other Definitional Provisions...................................................3

ARTICLE II -- ORGANIZATION...............................................................................4
   SECTION 2.1.          Name............................................................................4
   SECTION 2.2.          Office..........................................................................4
   SECTION 2.3.          Purposes and Powers.............................................................4
   SECTION 2.4.          Appointment of Owner Trustee....................................................5
   SECTION 2.5.          Contributions of Trust Estate...................................................5
   SECTION 2.6.          Declaration of Trust............................................................5
   SECTION 2.7.          Title to Trust Property.........................................................5
   SECTION 2.8.          Situs of Trust..................................................................6
   SECTION 2.9.          Representations and Warranties of the Initial Beneficial Holder.................6
   SECTION 2.10.         Representations and Warranties of the Initial Beneficial Holder.................6
   SECTION 2.11.         Federal Income Tax Allocations..................................................7

ARTICLE III -- TRUST CERTIFICATES AND TRANSFER OF INTERESTS..............................................7
   SECTION 3.1.          Initial Ownership...............................................................8
   SECTION 3.2.          The Trust Certificates..........................................................8
   SECTION 3.3.          Authentication of Trust Certificates............................................8
   SECTION 3.4.          Registration of Transfer and Exchange of Trust Certificates.....................8
   SECTION 3.5.          Mutilated, Destroyed, Lost or Stolen Trust Certificates.........................9
   SECTION 3.6.          Persons Deemed Certificateholders...............................................9
   SECTION 3.7.          Access to List of Certificateholders Names and Addresses........................9
   SECTION 3.8.          Maintenance of Office or Agency................................................10
   SECTION 3.9.          Appointment of Paying Agent....................................................10
   SECTION 3.10.         Disposition by the Initial Beneifical Holder...................................11
   SECTION 3.11.         Book-Entry Trust Certificates..................................................11
   SECTION 3.12.         Notices to Clearing Agency.....................................................11
   SECTION 3.13.         Definitive Trust Certificates..................................................12

ARTICLE IV -- ACTIONS BY OWNER TRUSTEE..................................................................12
   SECTION 4.1.          Prior Notice to Owners with Respect to Certain Matters.........................12
   SECTION 4.2.          Action By Certificateholders with Respect to Certain Matters...................13
   SECTION 4.3.          Action By Certificateholders with Respect to Bankruptcy........................13
   SECTION 4.4.          Restrictions on Certificateholders' Power......................................13
   SECTION 4.5.          Majority Control...............................................................13

ARTICLE V -- APPLICATION OF TRUST FUNDS: CERTAIN DUTIES.................................................13
   SECTION 5.1.          Establishment of Certificate Distribution Account..............................13
   SECTION 5.2.          Application of Funds in Certificate Distribution Account.......................14
   SECTION 5.3.          [Reserved].....................................................................
   SECTION 5.4.          Method of Payment..............................................................14
   SECTION 5.5.          No Segregation of Monies; No Interest..........................................15
   SECTION 5.6.          Accounting and Reports to the Noteholders, Certificateholders,
                         the Internal Revenue Service and Others........................................15
   SECTION 5.7.          Signature on Returns; Tax Matters Partner......................................15

ARTICLE VI -- AUTHORITY AND DUTIES OF OWNER TRUSTEE.....................................................15
   SECTION 6.2.          General Authority..............................................................16
   SECTION 6.3.          General Duties.................................................................16
   SECTION 6.4.          Action upon Instruction........................................................16
   SECTION 6.5.          No Duties Except as Specified in this
                         Agreement or in Instructions...................................................17
   SECTION 6.6.          No Action Except under Specified Documents or Instructions.....................17
   SECTION 6.7.          Restrictions...................................................................17

ARTICLE VII -- CONCERNING THE OWNER TRUSTEE.............................................................18
   SECTION 7.1.          Acceptance of Trusts and Duties................................................18
   SECTION 7.2.          Furnishing of Documents........................................................19
   SECTION 7.3.          Representations and Warranties.................................................19
   SECTION 7.4.          Reliance; Advice of Counsel....................................................19
   SECTION 7.5.          Not Acting in Individual Capacity..............................................20
   SECTION 7.6.          Owner Trustee Not Liable for Trust
                         Certificates or Mortgage Loans.................................................20
   SECTION 7.7.          Owner Trustee May Own Trust Certificates and Notes.............................20

ARTICLE VIII -- COMPENSATION OF OWNER TRUSTEE...........................................................21
   SECTION 8.1.          Owner Trustee's Fees and Expenses..............................................21
   SECTION 8.2.          Indemnification................................................................21
   SECTION 8.3.          Payments to the Owner Trustee..................................................21

ARTICLE IX -- TERMINATION OF TRUST AGREEMENT............................................................21
   SECTION 9.1.          Termination of Trust Agreement.................................................21

ARTICLE X -- SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES.....................................22
   SECTION 10.1.         Eligibility Requirements for Owner Trustee.....................................23
   SECTION 10.2.         Resignation or Removal of Owner Trustee........................................23
   SECTION 10.3.         Successor Owner Trustee........................................................23
   SECTION 10.4.         Merger or Consolidation of Owner Trustee.......................................24
   SECTION 10.5.         Appointment of Co-Trustee or Separate Trustee..................................24

ARTICLE XI -- MISCELLANEOUS.............................................................................25
   SECTION 11.1.         Supplements and Amendments.....................................................25
   SECTION 11.2.         No Legal Title to Owner Trust Estate in Certificateholders.....................26
   SECTION 11.3.         Limitations on Rights of Others................................................27
   SECTION 11.4.         Notices........................................................................27
   SECTION 11.5.         Severability...................................................................27
   SECTION 11.6.         Separate Counterparts..........................................................27
   SECTION 11.7.         Successors and Assigns.........................................................27
   SECTION 11.8.         [Reserved].....................................................................29
   SECTION 11.9.         No Petition....................................................................27
   SECTION 11.10.        No Recourse....................................................................28
   SECTION 11.11.        Headings.......................................................................28
   SECTION 11.12.        Governing Law..................................................................28
   SECTION 11.13.        Trust Certificate Transfer Restrictions........................................28
   SECTION 11.14.        Master Servicer................................................................28
</TABLE>



                  TRUST AGREEMENT dated as of [                   ], 200[ ]
between GS Mortgage Securities Corp., a Delaware corporation, as Initial
Beneficial Holder, and [               ], a [                 ], as Owner
Trustee.

                                 ARTICLE I

                                DEFINITIONS

                  SECTION 1.1. Capitalized Terms. For all purposes of this
Agreement, the following terms shall have the meanings set forth below:

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

                  Basic Documents means this Agreement, the Master
Servicing Agreement, the Indenture, the Certificate Depository Agreement,
the Note Depository Agreement and the other documents and certificates
delivered in connection therewith.

                  Benefit Plan has the meaning assigned to such term in
Section 11.13 below.

                  Book-Entry Trust Certificates means a beneficial interest
in the Trust Certificates, ownership and transfers of which shall be made
through book-entries by a Clearing Agency as described in Section 3.10
below.

                  Business Trust Statute means Chapter 38 of Title 12 of
the Delaware Code, 12 Del. Codess.ss.3801 et seq., as the same may be
amended from time to time.

                  Certificate means a certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form of
Exhibit A attached hereto.

                  Certificate Depository Agreement means the agreement
among the Trust, the Owner Trustee, the Master Servicer and [ ], as the
initial Clearing Agency, dated as of the Closing Date, relating to the
Trust Certificates, as the same may be amended and supplemented from time
to time.

                  Certificate Distribution Account has the meaning assigned
to such term in Section 5.1 below.

                  Certificate of Trust means the Certificate of Trust in
the form of Exhibit B to be filed for the Trust pursuant to Section 3810(a)
of the Business Trust Statute.

                  Certificate Register and Certificate Registrar means the
register mentioned and the registrar appointed pursuant to Section 3.4
below.

                  Clearing Agency means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.

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

                  Code means the Internal Revenue Code of 1986, as amended
from time to time, and Treasury Regulations promulgated thereunder.

                  Corporate Trust Office means, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located
at [ ]; or at such other address as the Owner Trustee may designate by
notice to the Certificateholders and the Initial Beneficial Holder, or the
principal corporate trust office of any successor Owner Trustee (the
address of which the successor owner trustee will notify the
Certificateholders and the Initial Beneficial Holder).

                  Definitive Trust Certificates means either or both (as
the context requires) of: (i) Trust Certificates issued in certificated,
fully registered form as provided in Section 3.10 below and (ii) Trust
Certificates issued in certificated, fully registered form as provided in
Section 3.12 below.

                  ERISA has the meaning assigned to such term in Section
11.13 below.

                  Expenses has the meaning assigned to such term in Section
8.2 below.

                  Holder or Certificateholder means the Person in whose
name a Trust Certificate is registered on the Certificate Register.

                  Indemnified Parties has the meaning assigned to such term
in Section 8.2 below.

                  Initial Beneficial Holder or IBH means GS Mortgage
Securities Corp., a Delaware corporation.

                  Master Servicer means [               ] or any successor
master servicer.

                  Master Servicing Agreement means the Master Servicing
Agreement among the Trust, GS Mortgage Securities Corp., as Initial
Beneficial Holder, and [       ], as Master Servicer, dated as of [       ],
200[ ], as the same may be amended and supplemented from time to time.

                  [Note Depository Agreement means the agreement among the
Trust, the Master Servicer and The Depository Trust Company, as the initial
Clearing Agency, dated as of the Closing Date, relating to the Notes, as
the same may be amended or supplemented from time to time.]

                  Owner means each Person who is the beneficial owner of a
Book-Entry Certificate as reflected in the records of the Clearing Agency
or if a Clearing Agency Participant is not the Owner, then as reflected in
records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing
Agency).

                  Owner Trust Estate means all right, title and interest of
the Trust in and to the property and rights assigned to the Trust pursuant
to Article II of the Master Servicing Agreement, all funds on deposit from
time to time in the Trust Accounts and the Certificate Distribution Account
and all other property of the Trust from time to time, including any rights
of the Owner Trustee and the Trust pursuant to the Master Servicing
Agreement.

                  Owner Trustee means [ ], a [ ], not in its individual
capacity but solely as owner trustee under this Agreement, and any
successor Owner Trustee hereunder.

                  Paying Agent means any paying agent or co-paying agent
appointed pursuant to Section 3.9 below and shall initially be the Owner
Trustee.

                  Record Date means, with respect to any Distribution Date,
the close of business on the fourteenth day of the calendar month in which
such Distribution Date occurs.

                  Secretary of State means the Secretary of State of the
State of Delaware.

                  Treasury Regulations means regulations, including
proposed or temporary regulations, promulgated under the Code. References
herein to specific provisions of proposed or temporary regulations shall
include analogous provisions of final Treasury Regulations or other
successor Treasury Regulations.

                  Trust means the trust established by this Agreement.

                  Trust Certificate means a Certificate.

                  SECTION 1.2. Other Definitional Provisions.

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

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

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

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

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

                                ARTICLE II

                                ORGANIZATION

                  SECTION 2.1. Name. The Trust created hereby shall be
known as "[ ] Trust 200[ ]-[ ]", in which name the Owner Trustee may
conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

                  SECTION 2.2. Office. The office of the Trust shall be in
care of the Owner Trustee at the Corporate Trust Office or at such other
address as the Owner Trustee may designate by written notice to the
Certificateholders and the Initial Beneficial Holder.

                  SECTION 2.3. Purposes and Powers.

                  (a) The purpose of the Trust is, and the Trust shall have
the power and authority, to engage in the following activities:

                  (i) to issue the Notes pursuant to the Indenture and the
         Trust Certificates pursuant to this Agreement, and to sell the
         Notes and the Trust Certificates;

                  (ii) with the proceeds of the sale of the Notes and the
         Trust Certificates, to fund the Reserve Account and to pay the
         organizational, start-up and transactional expenses of the Trust
         and to pay the balance to the Initial Beneficial Holder as payment
         of purchase price with respect to the Mortgage Loans;

                  (iii) to assign, grant, transfer, pledge, mortgage and
         convey the Trust Estate pursuant to the Indenture and to hold,
         manage and distribute to the Certificateholders pursuant to the
         terms of the Master Servicing Agreement any portion of the Trust
         Estate released from the Lien of, and remitted to the Trust
         pursuant to, the Indenture;

                  (iv) to enter into and perform its obligations under the
         Basic Documents to which it is a party;

                  (v) to engage in those activities, including entering
         into agreements, that are necessary, suitable or convenient to
         accomplish the foregoing or are incidental thereto or connected
         therewith; and

                  (vi) subject to compliance with the Basic Documents, to
         engage in such other activities as may be required in connection
         with conservation of the Owner Trust Estate and the making of
         distributions to the Certificateholders and the Noteholders. The
         Trust is hereby authorized to engage in the foregoing activities.
         The Trust shall not engage in any activity other than in
         connection with the foregoing or other than as required or
         authorized by the terms of this Agreement or the Basic Documents.

                  SECTION 2.4. Appointment of Owner Trustee. The Initial
Beneficial Holder hereby appoints the Owner Trustee as trustee of the Trust
effective as of the date hereof, to have all the rights, powers and duties
set forth herein.

                  SECTION 2.5. Contributions of Trust Estate. The Initial
Beneficial Holder hereby sells, assigns, transfers, conveys and sets over
to the Owner Trustee, as of the date hereof, the sum of $[ ]. The Owner
Trustee hereby acknowledges receipt in trust from the Initial Beneficial
Holder, as of the date hereof, of the foregoing contribution, which shall
constitute the initial Owner Trust Estate and shall be deposited in the
Certificate Distribution Account. On the Closing Date, the Initial
Beneficial Holder shall sell, assign, transfer, convey and set over to the
Owner Trustee, as of such date, all Initial Beneficial Holder's right,
title and interest in and to the Mortgage Loans by delivery thereof to the
Indenture Trustee pursuant to the Indenture.

                  SECTION 2.6. Declaration of Trust. The Owner Trustee
hereby declares that it will hold the Owner Trust Estate in trust upon and
subject to the conditions set forth herein for the use and benefit of the
Certificateholders, subject to the obligations of the Trust under the Basic
Documents. It is the intention of the parties hereto that the Trust
constitute a business trust under the Business Trust Statute and that this
Agreement constitute the governing instrument of such business trust. It is
the intention of the parties hereto that, solely for income and franchise
tax purposes, the Trust shall be treated as a partnership. The parties
agree that, unless otherwise required by appropriate tax authorities, the
Trust will file or cause to be filed annual or other necessary returns,
reports and other forms consistent with the characterization of the Trust
as a partnership for such tax purposes. Effective as of the date hereof,
the Owner Trustee shall have all rights, powers and duties set forth herein
and to the extent not inconsistent herewith, in the Business Trust Statute
with respect to accomplishing the purposes of the Trust. The Owner Trustee
and the Delaware Trustee shall file the Certificate of Trust with the
Secretary of State of Delaware.

                  SECTION 2.7. Title to Trust Property. Legal title to all
of the Owner Trust Estate shall be vested at all times in the Trust as a
separate legal entity except where applicable law in any jurisdiction
requires title to any part of the Owner Trust Estate to be vested in a
trustee or trustees, in which case title shall be deemed to be vested in
the Owner Trustee, a co-trustee and/or a separate trustee, as the case may
be.

                  SECTION 2.8. [Initial Beneficial Holder] to pay
Organizational Expenses of the Trust. The [Initial Beneficial Holder] shall
pay organizational expenses of the Trust as they may arise or shall, upon
the request of the Owner Trustee, promptly reimburse the Owner Trustee for
any such expenses paid by the Owner Trustee.

                  SECTION 2.9. Situs of Trust. The Trust will be located
and administered in the State of [ ]. All bank accounts maintained by the
Owner Trustee on behalf of the Trust shall be located in the State of
Delaware or the State of [ ]. Payments will be received by the Trust only
in Delaware or [ ], and payments will be made by the Trust only from
Delaware or [ ]. The only office of the Trust will be at the Corporate
Trust Office in [ ]. SECTION 2.10. Representations and Warranties of the
Initial Beneficial Holder. The Initial Beneficial Holder hereby represents
and warrants to the Owner Trustee that:

                  (a) The Initial Beneficial Holder is duly organized and
validly existing as a Delaware corporation with power and authority to own
its properties and to conduct its business as such properties are currently
owned and such business is presently conducted;

                  (b) The Initial Beneficial Holder has the corporate power
and authority to execute and deliver this Agreement and to carry out its
terms; the Initial Beneficial Holder has full power and authority to sell
and assign the property to be sold and assigned to and deposited with the
Trust and the Initial Beneficial Holder has duly authorized such sale and
assignment and deposit to the Trust by all necessary corporate action; and
the execution, delivery and performance of this Agreement has been duly
authorized by the Initial Beneficial Holder by all necessary corporate
action; and

                  (c) The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof do not conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
articles of association or by-laws of the Initial Beneficial Holder, or any
material indenture, agreement or other instrument to which the Initial
Beneficial Holder is a party or by which it is bound; nor result in the
creation or imposition of any Lien upon any of its properties pursuant to
the terms of any such indenture, agreement or other instrument (other than
pursuant to the Basic Documents); nor violate any law or, to the best of
the Initial Beneficial Holder's knowledge, any order, rule or regulation
applicable to the Initial Beneficial Holder of any court or of any federal
or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Initial Beneficial Holder or
its properties.

                  SECTION 2.11. Representations and Warranties of the
Holder of the [Initial Beneficial Holder]. The Initial Beneficial Holder,
hereby represents and warrants to the Owner Trustee, as of the Closing
Date, that:

                  (a) It is duly organized and validly existing as a
corporation in good standing under the laws of the State of [ ] , with
corporate power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is
presently conducted;

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

                  (c) It has the corporate power and authority to execute
and deliver this Agreement and to carry out its terms and the execution,
delivery and performance of this Agreement has been duly authorized by all
necessary corporate action; and

                  (d) The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof do not conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under its
articles of incorporation or bylaws, or any indenture, agreement or other
instrument to which it is a party or by which it is bound; nor result in
the creation or imposition of any Lien upon any of its properties pursuant
to the terms of any such indenture, agreement or other instrument; nor
violate any law or, to the best of its knowledge, any order, rule or
regulation applicable to it of any court or of any federal or state
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over it or its properties.

                  SECTION 2.12. Federal Income Tax Allocations. Net income
of the Trust for any month as determined for federal income tax purposes
(and each item of income, gain, loss, credit and deduction entering into
the computation thereof) shall be allocated to the extent of available net
income, among the Certificateholders as of the first Record Date following
the end of such month, in proportion to their ownership of principal amount
of Trust Certificates on such date, an amount of net income up to the sum
of:

                  (a) the Certificateholders' Monthly Interest
Distributable Amount for such month;

                  (b) interest on the excess, if any, of the
Certificateholders' Interest Distributable Amount for the preceding
Distribution Date over the amount in respect of interest at the Certificate
Rate that is actually deposited in the Certificate Distribution Account on
such preceding Distribution Date, to the extent permitted by law, at the
Certificate Rate from such preceding Distribution Date through the current
Distribution Date, and

                  (c) the portion of the market discount on the Mortgage
Loans accrued during such month that is allocable to the excess of the
initial aggregate principal amount of the Trust Certificates over their
initial aggregate issue price.

                  Net losses of the Trust, if any, for any month as
determined for federal income tax purposes (and each item of income, gain,
loss, credit and deduction entering into the computation thereof) shall be
allocated among the Certificateholders as of the first Record Date
following the end of such month in proportion to their ownership of
principal amount of Trust Certificates on such Record Date until the
principal balance of the Trust Certificates is reduced to zero. The Initial
Beneficial Holder is authorized to modify the allocations in this paragraph
if necessary or appropriate, in its sole discretion, for the allocations to
fairly reflect the economic income, gain or loss to the Certificateholders,
or as otherwise required by the Code.

                                ARTICLE III

                TRUST CERTIFICATES AND TRANSFER OF INTERESTS

                  SECTION 3.1. Initial Ownership. Upon the formation of the
Trust by the contribution by the Initial Beneficial Holder pursuant to
Section 2.5 and until the issuance of the Trust Certificates, the Initial
Beneficial Holder shall be the sole beneficiary of the Trust.

                  SECTION 3.2. The Trust Certificates. The Trust
Certificates shall be issued in denominations of $1,000 and integral
multiples thereof; provided, however, that one Trust Certificate may be
issued in a denomination other than an integral multiple of $1,000. The
Trust Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized officer of the Owner Trustee. Trust
Certificates bearing the manual or facsimile signatures of individuals who
were, at the time when such signatures shall have been affixed, authorized
to sign on behalf of the Trust, shall be validly issued and entitled to the
benefit of this Agreement, notwithstanding that such individuals or any of
them shall have ceased to be so authorized prior to the authentication and
delivery of such Trust Certificates or did not hold such offices at the
date of authentication and delivery of such Trust Certificates. A
transferee of a Trust Certificate shall become a Certificateholder, and
shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder, upon due registration of such Trust
Certificate in such transferee's name pursuant to Section 3.4.

                  SECTION 3.3. Authentication of Trust Certificates.
Concurrently with the initial sale of the Mortgage Loans to the Trust
pursuant to the Master Servicing Agreement, the Owner Trustee shall cause
the Trust Certificates in an aggregate principal amount equal to the
initial Certificate Balance to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Initial
Beneficial Holder, signed by its chairman of the board, its president or
any vice president, without further corporate action by the Initial
Beneficial Holder, in authorized denominations. No Trust Certificate shall
entitle its holder to any benefit under this Agreement, or shall be valid
for any purpose, unless there shall appear on such Trust Certificate a
certificate of authentication substantially in the form set forth in
Exhibit A, executed by the Owner Trustee or [ ], as the Owner Trustee's
authenticating agent, by manual signature; such authentication shall
constitute conclusive evidence that such Trust Certificate shall have been
duly authenticated and delivered hereunder. All Trust Certificates shall be
dated the date of their authentication.

                  SECTION 3.4. Registration of Transfer and Exchange of
Trust Certificates. The Certificate Registrar shall keep or cause to be
kept, at the office or agency maintained pursuant to Section 3.8, a
Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Owner Trustee shall provide for the registration of
Trust Certificates and of transfers and exchanges of Trust Certificates as
herein provided. The Owner Trustee shall be the initial Certificate
Registrar.

                  Upon surrender for registration of transfer of any Trust
Certificate at the office or agency maintained pursuant to Section 3.8, the
Owner Trustee shall execute, authenticate and deliver (or shall cause [ ],
as its authenticating agent, to authenticate and deliver), in the name of
the designated transferee or transferees, one or more new Trust
Certificates in authorized denominations of a like class and aggregate face
amount dated the date of authentication by the Owner Trustee or any
authenticating agent. At the option of a Holder, Trust Certificates may be
exchanged for other Trust Certificates of the same class in authorized
denominations of a like aggregate amount upon surrender of the Trust
Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.8.

                  Every Trust Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the Certificateholder or his
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the
Certificate Registrar, which requirements include membership or
participation in the Securities Transfer Agent's Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined
by the Certificate Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Exchange Act. Each Trust Certificate surrendered
for registration of transfer or exchange shall be canceled and subsequently
disposed of by the Owner Trustee in accordance with its customary practice.

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

                  SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Trust
Certificates. If (a) any mutilated Trust Certificate shall be surrendered
to the Certificate Registrar, or if the Certificate Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Certificate and (b) there shall be delivered to the Certificate Registrar
and the Owner Trustee such security or indemnity as may be required by them
to save each of them harmless, then in the absence of notice that such
Trust Certificate shall have been acquired by a bona fide purchaser, the
Owner Trustee on behalf of the Trust shall execute and the Owner Trustee or
[ ], as the Owner Trustee's authenticating agent, shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Trust Certificate, a new Trust Certificate of like class, tenor
and denomination. In connection with the issuance of any new Trust
Certificate under this Section 3.5, the Owner Trustee or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith. Any
duplicate Trust Certificate issued pursuant to this Section 3.5 shall
constitute conclusive evidence of an ownership interest in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Trust
Certificate shall be found at any time.

                  SECTION 3.6. Persons Deemed Certificateholders. Every
person by virtue of becoming a Certificateholder or Owner in accordance
with this Agreement shall be deemed to be bound by the terms of this
Agreement. Prior to due presentation of a Trust Certificate for
registration of transfer, the Owner Trustee or the Certificate Registrar
may treat the Person in whose name any Trust Certificate shall be
registered in the Certificate Register as the Owner of such Trust
Certificate for the purpose of receiving distributions pursuant to Section
5.2 and for all other purposes whatsoever, and neither the Owner Trustee
nor the Certificate Registrar shall be bound by any notice to the contrary.

                  SECTION 3.7. Access to List of Certificateholders' Names
and Addresses. The Owner Trustee shall furnish or cause to be furnished to
the Master Servicer, the Initial Beneficial Holder and the Initial
Beneficial Holder, within [ ] days after receipt by the Owner Trustee of a
request therefor from the Master Servicer, the Initial Beneficial Holder or
the Initial Beneficial Holder in writing, a list, in such form as the
Master Servicer, the Initial Beneficial Holder or the Initial Beneficial
Holder may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. If three or more
Holders of Trust Certificates or one or more Holders of Trust Certificates
evidencing not less than 25% of the Certificate Balance apply in writing to
the Owner Trustee, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Trust Certificates and such application
is accompanied by a copy of the communication that such applicants propose
to transmit, then the Owner Trustee shall, within five Business Days after
the receipt of such application, afford such applicants access during
normal business hours to the current list of Certificateholders. Each
Holder, by receiving and holding a Trust Certificate, shall be deemed to
have agreed not to hold either the Initial Beneficial Holder or the Owner
Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

                  SECTION 3.8. Maintenance of Office or Agency. The Owner
Trustee shall maintain in the Borough of Manhattan, The City of New York,
an office or offices or agency or agencies where Trust Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the Trust Certificates
and the Basic Documents may be served. The Owner Trustee initially
designates [ ] as its principal corporate trust office for such purposes.
The Owner Trustee shall give prompt written notice to the Initial
Beneficial Holder and to the Certificateholders of any change in the
location of the Certificate Register or any such office or agency.

                  SECTION 3.9. Appointment of Paying Agent. The Paying
Agent shall make distributions to Certificateholders from the Certificate
Distribution Account pursuant to Section 5.2 and shall report the amounts
of such distributions to the Owner Trustee. Any Paying Agent shall have the
revocable power to withdraw funds from the Certificate Distribution Account
for the purpose of making the distributions referred to above. The Owner
Trustee may revoke such power and remove the Paying Agent if the Owner
Trustee determines in its sole discretion that the Paying Agent shall have
failed to perform its obligations under this Agreement in any material
respect. The Paying Agent shall initially be the Owner Trustee, and any
co-paying agent chosen by the Owner Trustee, and acceptable to the Master
Servicer. The Paying Agent shall be permitted to resign upon 30 days'
written notice to the Owner Trustee and the Master Servicer. In the event
that the Owner Trustee shall no longer be the Paying Agent, the Owner
Trustee shall appoint a successor to act as Paying Agent (which shall be a
bank or trust company). The Owner Trustee shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Owner Trustee to
execute and deliver to the Owner Trustee an instrument in which such
successor Paying Agent or additional Paying Agent shall agree with the
Owner Trustee that as Paying Agent, such successor Paying Agent or
additional Paying Agent will hold all sums, if any, held by it for payment
to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders. The Paying Agent shall return all unclaimed funds to
the Owner Trustee and upon removal of a Paying Agent such Paying Agent
shall also return all funds in its possession to the Owner Trustee. The
provisions of Sections 7.1, 7.3, 7.4 and 8.1 shall apply to the Owner
Trustee also in its role as Paying Agent, for so long as the Owner Trustee
shall act as Paying Agent and, to the extent applicable, to any other
paying agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

                  SECTION 3.10. Book-Entry Trust Certificates. The Trust
Certificates, upon original issuance, will be issued in the form of a
typewritten Trust Certificate or Trust Certificates representing Book-Entry
Trust Certificates, to be delivered to The Depository Trust Company, the
initial Clearing Agency, by or on behalf of the Trust. Such Book-Entry
Trust Certificate or Trust Certificates shall initially be registered on
the Certificate Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no beneficial owner (other than the Initial
Beneficial Holder will receive a definitive Trust Certificate representing
such beneficial owner's interest in such Trust Certificate, except as
provided in Section 3.12. Unless and until Definitive Trust Certificates
have been issued to beneficial owners pursuant to Section 3.12:

                  (i) the provisions of this Section 3.10 shall be in full
         force and effect;

                  (ii) the Certificate Registrar and the Owner Trustee
         shall be entitled to deal with the Clearing Agency for all
         purposes of this Agreement relating to the Book-Entry Trust
         Certificates (including the payment of principal of and interest
         on the Book-Entry Trust Certificates and the giving of
         instructions or directions to Owners of Book-Entry Trust
         Certificates) as the sole Holder of Book-Entry Trust Certificates
         and shall have no obligations to the Owners thereof;

                  (iii) to the extent that the provisions of this Section
         3.10 conflict with any other provisions of this Agreement, the
         provisions of this Section shall control;

                  (iv) the rights of the Owners of the Book-Entry Trust
         Certificates shall be exercised only through the Clearing Agency
         and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing
         Agency Participants. Pursuant to the Certificate Depository
         Agreement, unless and until Definitive Trust Certificates are
         issued pursuant to Section 3.12, the initial Clearing Agency will
         make book-entry transfers among the Clearing Agency Participants
         and receive and transmit payments of principal of and interest on
         the Book-Entry Trust Certificates to such Clearing Agency
         Participants; and

                  (v) whenever this Agreement requires or permits actions
         to be taken based upon instructions or directions of Holders of
         Trust Certificates evidencing a specified percentage of the
         Certificate Balance, the Clearing Agency shall be deemed to
         represent such percentage only to the extent that it has received
         instructions to such effect from Owners and/or Clearing Agency
         Participants owning or representing, respectively, such required
         percentage of the beneficial interest in the Book-Entry Trust
         Certificates and has delivered such instructions to the Owner
         Trustee.

                  SECTION 3.11. Notices to Clearing Agency. Whenever a
notice or other communication to the Owners is required under this
Agreement, unless and until Definitive Trust Certificates shall have been
issued to Owners pursuant to Section 3.12, the Owner Trustee shall give all
such notices and communications specified herein to be given to Owners to
the Clearing Agency, and shall have no obligations to the Owners, except to
the Initial Beneficial Holder.

                  SECTION 3.12. Definitive Trust Certificates. If (i) the
Master Servicer advises the Owner Trustee in writing that the Clearing
Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Trust Certificates, and the Master
Servicer is unable to locate a qualified successor, (ii) the Master
Servicer at its option advises the Owner Trustee in writing that it elects
to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default, Owners of Certificates
representing beneficial interests aggregating at least a majority of the
Certificate Balance advise the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no
longer in the best interest of the Owners of Trust Certificates, then the
Clearing Agency shall notify all Owners and the Owner Trustee of the
occurrence of any such event and of the availability of the Definitive
Trust Certificates to Owners requesting the same. Upon surrender to the
Owner Trustee of the typewritten Trust Certificate or Trust Certificates
representing the Book-Entry Trust Certificates by the Clearing Agency,
accompanied by registration instructions, the Owner Trustee shall execute
and authenticate the Definitive Trust Certificates in accordance with the
instructions of the Clearing Agency. Neither the Certificate Registrar nor
the Owner 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. Upon the issuance of Definitive Trust
Certificates, the Owner Trustee shall recognize the Holders of the
Definitive Trust Certificates as Certificateholders. The Definitive Trust
Certificates shall be printed, lithographed or engraved or may be produced
in any other manner as is reasonably acceptable to the Owner Trustee, as
evidenced by its execution thereof.

                                ARTICLE IV

                          ACTIONS BY OWNER TRUSTEE

                  SECTION 4.1. Prior Notice to Owners with Respect to
Certain Matters. With respect to the following matters, the Owner Trustee
shall not take action unless at least [ ] days before the taking of such
action, the Owner Trustee shall have notified the Certificateholders in
writing of the proposed action and the Certificateholders shall not have
notified the Owner Trustee in writing prior to the [ ] day after such
notice is given that such Certificateholders have withheld consent or
provided alternative direction:

                  (a) the initiation of any material claim or lawsuit by
the Trust except claims or lawsuits brought in connection with the
collection of the Mortgage Loans and the compromise of any material action,
claim or lawsuit brought by or against the Trust (except with respect to
the aforementioned claims or lawsuits for collection of the Mortgage
Loans);

                  (b) the election by the Trust to file an amendment to the
Certificate of Trust (unless such amendment is required to be filed under
the Business Trust Statute);

                  (c) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder is required;

                  (d) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder is not
required and such amendment materially adversely affects the interest of
the Certificateholders;

                  (e) the amendment, change or modification of the Master
Servicing Agreement, except to cure any ambiguity or defect or to amend or
supplement any provision in a manner that would not materially adversely
affect the interests of the Certificateholders; or

                  (f) the appointment pursuant to the Indenture of a
successor Trustee or the consent to the assignment by the Note Registrar,
Paying Agent or Trustee or Certificate Registrar of its obligations under
the Indenture or this Agreement, as applicable. The Owner Trustee shall
notify the Certificateholders in writing of any appointment of a successor
Note Registrar, Paying Agent or Certificate Registrar within five Business
Days thereof.

                  SECTION 4.2. Action by Certificateholders with Respect to
Certain Matters. The Owner Trustee shall not have the power, except upon
the direction of the Certificateholders, to (a) remove the Master Servicer
under the Master Servicing Agreement pursuant to Section [ ] thereof or (b)
except as expressly provided in the Basic Documents, sell the Mortgage
Loans after the termination of the Indenture. The Owner Trustee shall take
the actions referred to in the preceding sentence only upon written
instructions signed by the Certificateholders.

                  SECTION 4.3. Action by Certificateholders with Respect to
Bankruptcy. The Owner Trustee shall not have the power to commence a
voluntary proceeding in bankruptcy relating to the Trust without the
unanimous prior approval of all Certificateholders and the delivery to the
Owner Trustee by each such Certificateholder of a certificate certifying
that such Certificateholder reasonably believes that the Trust is
insolvent.

                  SECTION 4.4. Restrictions on Certificateholders' Power.
The Certificateholders shall not direct the Owner Trustee to take or
refrain from taking any action if such action or inaction would be contrary
to any obligation of the Trust or the Owner Trustee under this Agreement or
any of the Basic Documents or would be contrary to Section 2.3 nor shall
the Owner Trustee be obligated to follow any such direction, if given.

                  SECTION 4.5. Majority Control. Except as expressly
provided herein, any action that may be taken by the Certificateholders
under this Agreement may be taken by the Holders of Trust Certificates
evidencing not less than a majority of the Certificate Balance. Except as
expressly provided herein, any written notice of the Certificateholders
delivered pursuant to this Agreement shall be effective if signed by
Holders of Certificates evidencing not less than a majority of the
Certificate Balance at the time of the delivery of such notice.

                                 ARTICLE V

                 APPLICATION OF TRUST FUNDS: CERTAIN DUTIES

                  SECTION 5.1. Establishment of Certificate Distribution
Account. The Owner Trustee, for the benefit of the Certificateholders,
shall establish and maintain in the name of the Trust an Eligible Deposit
Account (the "Certificate Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the
benefit of the Certificateholders. Except as otherwise provided herein, the
Certificate Distribution Account shall be under the sole dominion and
control of the Owner Trustee for the benefit of the Certificateholders.

                  SECTION 5.2. Application of Funds in Certificate
Distribution Account.

                  (a) On each Distribution Date, the Owner Trustee will,
based on the information contained in the Master Servicer's Certificate
delivered on the related Determination Date pursuant to Section [ ] of the
Master Servicing Agreement, distribute to Certificateholders, to the extent
of the funds available, amounts deposited in the Certificate Distribution
Account pursuant to Section [ ] of the Master Servicing Agreement on such
Distribution Date in the following order of priority:

                  (i) first, to the Certificateholders, on a pro rata
         basis, an amount equal to the Certificateholders' Interest
         Distributable Amount; and

                  (ii) second, to the Certificateholders, on a pro rata
         basis, an amount equal to the Certificateholders' 'Principal
         Distributable Amount.

                  (b) On each Distribution Date, the Owner Trustee shall
send to each Certificateholder the statement provided to the Owner Trustee
by the Master Servicer pursuant to Section [ ] of the Master Servicing
Agreement on such Distribution Date.

                  (c) In the event that any withholding tax is imposed on
the Trust's payment (or allocations of income) to a Certificateholder, such
tax shall reduce the amount otherwise distributable to the
Certificateholder in accordance with this Section 5.2. The Owner Trustee is
hereby authorized and directed to retain from amounts otherwise
distributable to the Certificateholders sufficient funds for the payment of
any tax that is legally owed by the Trust (but such authorization shall not
prevent the Owner Trustee from contesting any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings). The amount of any withholding tax
imposed with respect to a Certificateholder shall be treated as cash
distributed to such Certificateholder at the time it is withheld by the
Trust and remitted to the appropriate taxing authority. If there is a
possibility that withholding tax is payable with respect to a distribution
(such as a distribution to a non-US Certificateholder), the Owner Trustee
may in it sole discretion withhold such amounts in accordance with this
clause (c). In the event that an Owner wishes to apply for a refund of any
such withholding tax, the Owner Trustee shall reasonably cooperate with
such Certificateholder in making such claim so long as such
Certificateholder agrees to reimburse the Owner Trustee for any
out-of-pocket expenses incurred.

                  SECTION 5.3. Method of Payment. Subject to Section
9.1(c), distributions required to be made to Certificateholders on any
Distribution Date shall be made to each Certificateholder of record on the
preceding Record Date either by wire transfer, in immediately available
funds, to the account of such Holder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have
provided to the Certificate Registrar appropriate written instructions at
least five Business Days prior to such Distribution Date and such Holder's
Trust Certificates in the aggregate evidence a denomination of not less
than $[ ] or, if not, by check mailed to such Certificateholder at the
address of such holder appearing in the Certificate Register; provided,
however, that, unless Definitive Certificates have been issued pursuant to
Section 3.12, with respect to Trust Certificates registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), distributions will be made by wire transfer in
immediately available funds to the account designated by such nominee.
Notwithstanding the foregoing, the final distribution in respect of any
Trust Certificate (whether on the Final Scheduled Distribution Date or
otherwise) will be payable only upon presentation and surrender of such
Trust Certificate at the office or agency maintained for that purpose by
the Owner Trustee pursuant to Section 3.8.

                  SECTION 5.4. No Segregation of Monies; No Interest.
Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee
hereunder need not be segregated in any manner except to the extent
required by law and may be deposited under such general conditions as may
be prescribed by law, and the Owner Trustee shall not be liable for any
interest thereon.

                  SECTION 5.5. Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. Subject to
Sections [ ] and [ ] of the Master Servicing Agreement, the Initial
Beneficial Holder shall (a) maintain (or cause to be maintained) the books
of the Trust on a calendar year basis on the accrual method of accounting,
(b) deliver (or cause to be delivered) to each Certificateholder, as may be
required by the Code and applicable Treasury Regulations, such information
as may be required (including Schedule K-1) to enable each
Certificateholder to prepare its federal and state income tax returns, (c)
file or cause to be filed such tax returns relating to the Trust (including
a partnership information return, Form 1065), and direct the Owner Trustee
to make such elections as may from time to time be required or appropriate
under any applicable state or federal statute or rule or regulation
thereunder so as to maintain the Trust's characterization as a partnership
for federal income tax purposes and (d) collect or cause to be collected
any withholding tax as described in and in accordance with Section 5.2(c)
with respect to income or distributions to Certificateholders. The Owner
Trustee shall make all elections pursuant to this Section as directed by
the Initial Beneficial Holder. The Owner Trustee shall sign all tax
information returns filed pursuant to this Section 5.5 and any other
returns as may be required by law, 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. The Owner Trustee
shall elect under Section 1278 of the Code to include in income currently
any market discount that accrues with respect to the Mortgage Loans. The
Owner Trustee shall not make the election provided under Section 754 of the
Code.

                  SECTION 5.6. Signature on Returns; Tax Matters Partner.
Notwithstanding the provisions of Section 5.5, the Owner Trustee shall sign
on behalf of the Trust the tax returns of the Trust, unless applicable law
requires a Certificateholder or an Owner to sign such documents, in which
case such documents shall be signed by the [Initial Beneficial Holder].

                  (a) The [Initial Beneficial Holder] shall be the "tax
matters partner" of the Trust pursuant to the Code.

                                ARTICLE VI

                   AUTHORITY AND DUTIES OF OWNER TRUSTEE

                  SECTION 6.1. General Authority. The Owner Trustee is
authorized and directed to execute and deliver the Basic Documents to which
the Trust is named as a party and each certificate or other document
attached as an exhibit to or contemplated by the Basic Documents to which
the Trust is named as a party and any amendment thereto, in each case, in
such form as the Initial Beneficial Holder shall approve as evidenced
conclusively by the Owner Trustee's execution thereof, and on behalf of the
Trust, to direct the Trustee to authenticate and deliver [LIST THE CLASSES
OF NOTES AND AGGREGATE CURRENT PRINCIPAL AMOUNT(S)]. In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to
take all actions required of the Trust pursuant to the Basic Documents. The
Owner Trustee is further authorized from time to time to take such action
as the Master Servicer recommends with respect to the Basic Documents.

                  SECTION 6.2. General Duties. It shall be the duty of the
Owner Trustee to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the Master
Servicing Agreement and to administer the Trust in the interest of the
Owners, subject to the Basic Documents and in accordance with the
provisions of this Agreement. Notwithstanding the foregoing, the Owner
Trustee shall be deemed to have discharged its duties and responsibilities
hereunder and under the Basic Documents to the extent the Master Servicer
has agreed in the Master Servicing Agreement to perform any act or to
discharge any duty of the Owner Trustee hereunder or under any Basic
Document, and the Owner Trustee shall not be liable for the default or
failure of the Master Servicer to carry out its obligations under the
Master Servicing Agreement.

                  SECTION 6.3. Action Upon Instruction.

                  (a) Subject to Article IV, the Certificateholders may, by
written instruction, direct the Owner Trustee in the management of the
Trust. Such direction may be exercised at any time by written instruction
of the Certificateholders pursuant to Article IV.

                  (b) The Owner Trustee shall not be required to take any
action hereunder or under any Basic Document if the Owner Trustee shall
have reasonably determined, or shall have been advised by counsel, that
such action is likely to result in liability on the part of the Owner
Trustee or is contrary to the terms hereof or of any Basic Document or is
otherwise contrary to law.

                  (c) Whenever the Owner Trustee is unable to decide
between alternative courses of action permitted or required by the terms of
this Agreement or any Basic Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to
the Certificateholders requesting instruction as to the course of action to
be adopted, and to the extent the Owner Trustee acts in good faith in
accordance with any written instruction of the Certificateholders received,
the Owner Trustee shall not be liable on account of such action to any
Person. If the Owner Trustee shall not have received appropriate
instruction within 10 days of such notice (or within such shorter period of
time as reasonably may be specified in such notice or may be necessary
under the circumstances) it may, but shall be under no duty to, take or
refrain from taking such action, not inconsistent with this Agreement or
the Basic Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such
action or inaction.

                  (d) In the event that the Owner Trustee is unsure as to
the application of any provision of this Agreement or any Basic Document or
any such provision is ambiguous as to its application, or is, or appears to
be, in conflict with any other applicable provision, or in the event that
this Agreement permits any determination by the Owner Trustee or is silent
or is incomplete as to the course of action that the Owner Trustee is
required to take with respect to a particular set of facts, the Owner
Trustee may give notice (in such form as shall be appropriate under the
circumstances) to the Certificateholders requesting instruction and, to the
extent that the Owner Trustee acts or refrains from acting in good faith in
accordance with any such instruction received, the Owner Trustee shall not
be liable, on account of such action or inaction, to any Person. If the
Owner Trustee shall not have received appropriate instruction within 10
days of such notice (or within such shorter period of time as reasonably
may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action, not inconsistent with this Agreement or the Basic
Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such
action or inaction.

                  SECTION 6.4. No Duties Except as Specified in this
Agreement or in Instructions. The Owner Trustee shall not have any duty or
obligation to manage, make any payment with respect to, register, record,
sell, dispose of, or otherwise deal with the Owner Trust Estate, or to
otherwise take or refrain from taking any action under, or in connection
with, any document contemplated hereby to which the Owner Trustee is a
party, except as expressly provided by the terms of this Agreement or in
any document or written instruction received by the Owner Trustee pursuant
to Section 6.3; and no implied duties or obligations shall be read into
this Agreement or any Basic Document against the Owner Trustee. The Owner
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 prepare or file any Commission filing for the Trust
or to record this Agreement or any Basic Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly
take all action as may be necessary to discharge any Liens on any part of
the Owner Trust Estate that result from actions by, or claims against, the
Owner Trustee that are not related to the ownership or the administration
of the Owner Trust Estate.

                  SECTION 6.5. No Action Except Under Specified Documents
or Instructions. The Owner Trustee shall not manage, control, use, sell,
dispose of or otherwise deal with any part of the Owner Trust Estate except
(i) in accordance with the powers granted to and the authority conferred
upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with
the Basic Documents and (iii) in accordance with any document or
instruction delivered to the Owner Trustee pursuant to Section 6.3.

                  SECTION 6.6. Restrictions. The Owner Trustee shall not
take any action (a) that is inconsistent with the purposes of the Trust set
forth in Section 2.3 or (b) that, to the actual knowledge of the Owner
Trustee, would result in the Trust's becoming taxable as a corporation for
federal income tax purposes. The Certificateholders shall not direct the
Owner Trustee to take action that would violate the provisions of this
Section 6.6.

                                ARTICLE VII

                        CONCERNING THE OWNER TRUSTEE

                  SECTION 7.1. Acceptance of Trusts and Duties. The Owner
Trustee accepts the trusts hereby created and agrees to perform its duties
hereunder with respect to such trusts but only upon the terms of this
Agreement. The Owner Trustee also agrees to disburse all moneys actually
received by it constituting part of the Owner Trust Estate upon the terms
of the Basic Documents and this Agreement. The Owner Trustee shall not be
answerable or accountable hereunder or under any Basic Document under any
circumstances, except: (i) for its own willful misconduct, bad faith or
negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 7.3 expressly made by the Owner Trustee. In
particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):

                  (a) the Owner Trustee shall not be liable for any error
of judgment made by a Responsible Officer of the Owner Trustee;

                  (b) the Owner Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in accordance with the
instructions of the Master Servicer or any Certificateholder;

                  (c) no provision of this Agreement or any Basic Document
shall require the Owner Trustee to expend or risk funds or otherwise incur
any financial liability in the performance of any of its rights or powers
hereunder or under any Basic Document if the Owner Trustee shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured or
provided to it;

                  (d) under no circumstances shall the Owner Trustee be
liable for indebtedness evidenced by or arising under any of the Basic
Documents, including the principal of and interest on the Notes;

                  (e) the Owner Trustee shall not be responsible for or in
respect of the validity or sufficiency of this Agreement or for the due
execution hereof by the Initial Beneficial Holder or for the form,
character, genuineness, sufficiency, value or validity of any of the Owner
Trust Estate or for or in respect of the validity or sufficiency of the
Basic Documents, other than the certificate of authentication on the Trust
Certificates, and the Owner Trustee shall in no event assume or incur any
liability, duty or obligation to any Noteholder or to any
Certificateholder, other than as expressly provided for herein and in the
Basic Documents;

                  (f) the Owner Trustee shall not be liable for the default
or misconduct of the Trustee or the Master Servicer under any of the Basic
Documents or otherwise and the Owner Trustee shall have no obligation or
liability to perform the obligations of the Trust under this Agreement or
the Basic Documents that are required to be performed by the Trustee under
the Indenture or the Master Servicer under the Master Servicing Agreement;
and

                  (g) the Owner Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation under this Agreement or
otherwise or in relation to this Agreement or any Basic Document, at the
request, order or direction of any of the Certificateholders, unless such
Certificateholders have offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner
Trustee to perform any discretionary act enumerated in this Agreement or in
any Basic Document shall not be construed as a duty, and the Owner Trustee
shall not be answerable for other than its negligence, bad faith or willful
misconduct in the performance of any such act.

                  SECTION 7.2. Furnishing of Documents. The Owner Trustee
shall furnish to the Certificateholders promptly upon receipt of a written
request therefor, duplicates or copies of all reports, notices, requests,
demands, certificates, financial statements and any other instruments
furnished to the Owner Trustee under the Basic Documents.

                  SECTION 7.3. Representations and Warranties. The Owner
Trustee hereby represents and warrants to the Initial Beneficial Holder,
for the benefit of the Certificateholders, that:

                  (a) It is a duly organized and validly existing in good
standing under the laws of the [ ] and having an office within the State of
New York. It has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement;

                  (b) It has taken all corporate action necessary to
authorize the execution and delivery by it of this Agreement, and this
Agreement will be executed and delivered by one of its officers who is duly
authorized to execute and deliver this Agreement on its behalf; and

                  (c) Neither the execution nor the delivery by it of this
Agreement, nor the consummation by it of the transactions contemplated
hereby nor compliance by it with any of the terms or provisions hereof will
contravene any Federal, [Delaware], [New York] or [ ] state law,
governmental rule or regulation governing the banking or trust powers of
the Owner Trustee or any judgment or order binding on it, or constitute any
default under its charter documents or by-laws or any indenture, mortgage,
contract, agreement or instrument to which it is a party or by which any of
its properties may be bound.

                  SECTION 7.4. Reliance; Advice of Counsel.

                  (a) The Owner Trustee shall incur no liability to anyone
in acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or
paper believed by it to be genuine and believed by it to be signed by the
proper party or parties. The Owner Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to
any fact or matter the method of the determination of which is not
specifically prescribed herein, the Owner Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president
or by the treasurer, secretary or other authorized officers of the relevant
party, as to such fact or matter, and such certificate shall constitute
full protection to the Owner Trustee for any action taken or omitted to be
taken by it in good faith in reliance thereon.

                  (b) In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement or the Basic Documents, the Owner Trustee: (i) may act directly
or through its agents or attorneys pursuant to agreements entered into with
any of them, and the Owner Trustee shall not be liable for the conduct or
misconduct of such agents or attorneys if such agents or attorneys shall
have been selected by the Owner Trustee with reasonable care, and (ii) may
consult with counsel, accountants and other skilled persons to be selected
with reasonable care and employed by it. The Owner Trustee shall not be
liable for anything done, suffered or omitted in good faith by it in
accordance with the written opinion or advice of any such counsel,
accountants or other such persons and not contrary to this Agreement or any
Basic Document.

                  SECTION 7.5. Not Acting in Individual Capacity. Except as
provided in this Article VII, in accepting the trusts hereby created acts
solely as Owner Trustee hereunder and not in its individual capacity and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.

                  SECTION 7.6. Owner Trustee not Liable for Trust
Certificates or Mortgage Loans. The recitals contained herein and in the
Trust Certificates (other than the signature and countersignature of the
Owner Trustee on the Trust Certificates) shall be taken as the statements
of the Initial Beneficial Holder and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Agreement, of any
Basic Document or of the Trust Certificates (other than the signature and
countersignature of the Owner Trustee on the Trust Certificates) or the
Notes, or of any Mortgage Loan or related documents. The Owner Trustee
shall at no time have any responsibility or liability for or with respect
to the legality, validity and enforceability of any Mortgage Loan, or the
perfection and priority of any security interest created by any Mortgage
Loan in any Mortgaged Property or the maintenance of any such perfection
and priority, or for or with respect to the sufficiency of the Owner Trust
Estate or its ability to generate the payments to be distributed to
Certificateholders under this Agreement or the Noteholders under the
Indenture, including, without limitation: the existence, condition and
ownership of any Mortgaged Property; the existence and enforceability of
any insurance thereon; the existence and contents of any Mortgage Loan on
any computer or other record thereof; the validity of the assignment of any
Mortgage Loan to the Trust or of any intervening assignment; the
completeness of any Mortgage Loan; the performance or enforcement of any
Mortgage Loan; the compliance by the Initial Beneficial Holder or the
Master Servicer with any warranty or representation made under any Basic
Document or in any related document or the accuracy of any such warranty or
representation or any action of the Trustee or the Master Servicer or any
subservicer taken in the name of the Owner Trustee.

                  SECTION 7.7. Owner Trustee May Own Trust Certificates and
Notes. The Owner Trustee in its individual or any other capacity may become
the owner or pledgee of Trust Certificates or Notes and may deal with the
Initial Beneficial Holder, the Trustee and the Master Servicer in banking
transactions with the same rights as it would have if it were not Owner
Trustee.

                               ARTICLE VIII

                       COMPENSATION OF OWNER TRUSTEE

                  SECTION 8.1. Owner Trustee's Fees and Expenses. The Owner
Trustee shall receive as compensation for its services hereunder such fees
as have been separately agreed upon before the date hereof between the
Initial Beneficial Holder and the Owner Trustee, and the Owner Trustee
shall be entitled to be reimbursed by the Initial Beneficial Holder for its
other reasonable expenses hereunder, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and
counsel as the Owner Trustee may employ in connection with the exercise and
performance of its rights and its duties hereunder.

                  SECTION 8.2. Indemnification. The Initial Beneficial
Holder shall be liable as primary obligor for, and shall indemnify the
Owner Trustee and its successors, assigns, agents and servants
(collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and
suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature
whatsoever (collectively, "Expenses") which may at any time be imposed on,
incurred by, or asserted against the Owner Trustee or any Indemnified Party
in any way relating to or arising out of this Agreement, the Basic
Documents, the Owner Trust Estate, the administration of the Owner Trust
Estate or the action or inaction of the Owner Trustee hereunder, except
only that the Initial Beneficial Holder shall not be liable for or required
to indemnify the Owner Trustee from and against Expenses arising or
resulting from any of the matters described in the third sentence of
Section 7.1. The indemnities contained in this Section 8.2 shall survive
the resignation or termination of the Owner Trustee or the termination of
this Agreement. In any event of any claim, action or proceeding for which
indemnity will be sought pursuant to this Section 8.2, the Owner Trustee's
choice of legal counsel shall be subject to the approval of the Initial
Beneficial Holder, which approval shall not be unreasonably withheld.

                  SECTION 8.3. Payments to the Owner Trustee. Any amounts
paid to the Owner Trustee pursuant to this Article VIII shall be deemed not
to be a part of the Owner Trust Estate immediately after such payment.

                                ARTICLE IX

                       TERMINATION OF TRUST AGREEMENT

                  SECTION 9.1. Termination of Trust Agreement.

                  (a) This Agreement (other than Article VIII) and the
Trust shall terminate and be of no further force or effect upon the final
distribution by the Owner Trustee of all moneys or other property or
proceeds of the Owner Trust Estate in accordance with the terms of the
Indenture, the Master Servicing Agreement and Article V. The bankruptcy,
liquidation, dissolution, death or incapacity of any Certificateholder or
Owner shall not: (x) operate to terminate this Agreement or the Trust, or
(y) entitle such Certificateholder's or Owner'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 all or any part of the Trust or
Owner Trust Estate or (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.

                  (b) Except as provided in clause (a), neither the Initial
Beneficial Holder nor any Certificateholder shall be entitled to revoke or
terminate the Trust.

                  (c) Notice of any termination of the Trust, specifying
the Distribution Date upon which the Certificateholders shall surrender
their Trust Certificates to the Paying Agent for payment of the final
distribution and cancellation, shall be given by the Owner Trustee by
letter to Certificateholders mailed within five Business Days of receipt of
notice of such termination from the Master Servicer given pursuant to
Section [ ] of the Master Servicing Agreement, stating: (i) the
Distribution Date upon or with respect to which final payment of the Trust
Certificates shall be made upon presentation and surrender of the Trust
Certificates at the office of the Paying Agent 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 Trust Certificates at the
office of the Paying Agent therein specified. The Owner Trustee shall give
such notice to the Certificate Registrar (if other than the Owner Trustee)
and the Paying Agent at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Trust
Certificates, the Paying Agent shall cause to be distributed to
Certificateholders amounts distributable on such Distribution Date pursuant
to Section 5.2.

                  In the event that all of the Certificateholders shall not
surrender their Trust Certificates for cancellation within six months after
the date specified in the above mentioned written notice, the Owner Trustee
shall give a second written notice to the remaining Certificateholders to
surrender their Trust Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second
notice all the Trust Certificates shall not have been surrendered for
cancellation, the Owner Trustee may take appropriate steps, or may appoint
an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Trust Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement. Any funds remaining in the Trust after
exhaustion of such remedies shall be distributed, subject to applicable
escheat laws, by the Owner Trustee to the Initial Beneficial Holder.

                  (d) Any funds remaining in the Trust after funds for
final distribution have been distributed or set aside for distribution
shall be distributed by the Owner Trustee to the Initial Beneficial Holder.

                  (e) Upon the winding up of the Trust and its termination,
the Owner Trustee shall cause the Certificate of Trust to be canceled by
filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 3810 of the Business Trust
Statute.

                                 ARTICLE X

           SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

                  SECTION 10.1. Eligibility Requirements for Owner Trustee.
The Owner Trustee shall at all times be a corporation authorized to
exercise corporate trust powers; and having a combined capital and surplus
of at least $[ ] and subject to supervision or examination by federal or
state authorities. If such corporation shall publish reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section
10.1, 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 Owner Trustee
shall cease to be eligible in accordance with the provisions of this
Section 10.1, the Owner Trustee shall resign immediately in the manner and
with the effect specified in Section 10.2.

                  SECTION 10.2. Resignation or Removal of Owner Trustee.
The Owner Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Master Servicer.
Upon receiving such notice of resignation, the Master Servicer shall
promptly appoint a successor Owner Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Owner Trustee and one copy to the successor Owner Trustee. If no successor
Owner Trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the
resigning Owner Trustee may petition any court of competent jurisdiction
for the appointment of a successor Owner Trustee.

                  If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of Section 10.1 and shall fail
to resign after written request therefor by the Master Servicer, or if at
any time the Owner Trustee shall be legally unable to act, or shall be
adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of
its property shall be appointed, or any public officer shall take charge or
control of the Owner Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Master Servicer
may remove the Owner Trustee. If the Master Servicer shall remove the Owner
Trustee under the authority of the immediately preceding sentence, the
Master Servicer shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered
to the outgoing Owner Trustee so removed and one copy to the successor
Owner Trustee and payment of all fees owed to the outgoing Owner Trustee.

                  Any resignation or removal of the Owner Trustee and
appointment of a successor Owner Trustee pursuant to any of the provisions
of this Section 10.2 shall not become effective until acceptance of
appointment by the successor Owner Trustee pursuant to Section 10.3 and
payment of all fees and expenses owed to the outgoing Owner Trustee. The
Master Servicer shall provide notice of such resignation or removal of the
Owner Trustee to each of the Rating Agencies.

                  SECTION 10.3. Successor Owner Trustee. Any successor
Owner Trustee appointed pursuant to Section 10.2 shall execute, acknowledge
and deliver to the Master Servicer and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon
the resignation or removal of the predecessor Owner Trustee shall become
effective and such successor Owner Trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under this Agreement, with like
effect as if originally named as Owner Trustee. The predecessor Owner
Trustee shall upon payment of its fees and expenses deliver to the
successor Owner Trustee all documents and statements and monies held by it
under this Agreement; and the Master Servicer and the predecessor Owner
Trustee shall execute and deliver such instruments and do such other things
as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties
and obligations.

                  No successor Owner Trustee shall accept appointment as
provided in this Section 10.3 unless at the time of such acceptance such
successor Owner Trustee shall be eligible pursuant to Section 10.1.

                  Upon acceptance of appointment by a successor Owner
Trustee pursuant to this Section 10.3, the Master Servicer shall mail
notice of the successor of such Owner Trustee to all Certificateholders,
the Trustee, the Noteholders and the Rating Agencies. If the Master
Servicer shall fail to mail such notice within 10 days after acceptance of
appointment by the successor Owner Trustee, the successor Owner Trustee
shall cause such notice to be mailed at the expense of the Master Servicer.

                  SECTION 10.4. Merger or Consolidation of Owner Trustee.
Any corporation into which the Owner Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Owner Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Owner Trustee, shall be the successor of
the Owner Trustee hereunder, provided such corporation shall be eligible
pursuant to Section 10.1, without the execution or filing of any instrument
or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided further that the Owner
Trustee shall mail notice of such merger or consolidation to the Rating
Agencies.

                  SECTION 10.5. Appointment of Co-Trustee or Separate
Trustee. Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Owner Trust Estate or any Mortgaged Property may
at the time be located, the Master Servicer and the Owner Trustee acting
jointly shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Owner Trustee to act as
co-trustee, jointly with the Owner Trustee, or separate trustee or separate
trustees, of all or any part of the Owner Trust Estate, and to vest in such
Person, in such capacity, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 10.5, such powers,
duties, obligations, rights and trusts as the Master Servicer and the Owner
Trustee may consider necessary or desirable. If the Master Servicer shall
not have joined in such appointment within 15 days after the receipt by it
of a request so to do, the Owner Trustee alone shall have the power to make
such appointment. No co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as a successor trustee
pursuant to Section 10.1 and no notice of the appointment of any co-trustee
or separate trustee shall be required pursuant to Section 10.3.

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

                  (i) all rights, powers, duties and obligations conferred
         or imposed upon the Owner Trustee shall be conferred upon and
         exercised or performed by the Owner Trustee and such separate
         trustee or co-trustee jointly (it being understood that such
         separate trustee or co-trustee is not authorized to act separately
         without the Owner Trustee joining in such act), except to the
         extent that under any law of any jurisdiction in which any
         particular act or acts are to be performed, the Owner 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
         singly by such separate trustee or co-trustee, but solely at the
         direction of the Owner Trustee;

                  (ii) no trustee under this Agreement shall be personally
         liable by reason of any act or omission of any other trustee under
         this Agreement; and

                  (iii) the Master Servicer and the Owner Trustee acting
         jointly may at any time accept the resignation of or remove any
         separate trustee or co-trustee.

                  Any notice, request or other writing given to the Owner
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 VIII. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall
be vested with the estates or property specified in its instrument of
appointment, either jointly with the Owner 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
Owner Trustee. Each such instrument shall be filed with the Owner Trustee
and a copy thereof given to the Master Servicer.

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

                                ARTICLE XI

                               MISCELLANEOUS

                  SECTION 11.1. Supplements and Amendments. This Agreement
may be amended by the Initial Beneficial Holder and the Owner Trustee, with
prior written notice to the Rating Agencies, without the consent of any of
the Noteholders or the Certificateholders, to cure any ambiguity or defect,
to correct or supplement any provisions in this Agreement or for the
purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholders; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Noteholder or
Certificateholder.

                  This Agreement may also be amended from time to time by
the Initial Beneficial Holder and the Owner Trustee, with prior written
notice to the Rating Agencies, with the consent of the Holders of Notes
evidencing not less than a majority of the Outstanding Amount of the Notes
and, to the extent affected thereby, the consent of the Holders of
Certificates evidencing not less than a majority of the Certificate Balance
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholders; provided,
however, that no such amendment shall (a) increase or reduce in any manner
the amount of, or accelerate or delay the timing of, collections of
payments on Mortgage Loans or distributions that shall be required to be
made for the benefit of the Noteholders or the Certificateholders or (b)
reduce the aforesaid percentage of the Outstanding Amount of the Notes and
the [Current Principal Amount] required to consent to any such amendment,
without the consent of the Holders of all the outstanding Notes and Holders
of all outstanding Certificates.

                  Promptly after the execution of any such amendment or
consent, the Owner Trustee shall furnish written notification of the
substance of such amendment or consent to each Certificateholder, the
Trustee and each of the Rating Agencies.

                  It shall not be necessary for the consent of
Certificateholders, the Noteholders or the Trustee pursuant to this Section
11.1 to approve the particular form of any proposed amendment or consent,
but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents (and any other consents of
Certificateholders provided for in this Agreement or in any other Basic
Document) and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the
Owner Trustee may prescribe.

                  Promptly after the execution of any amendment to the
Certificate of Trust, the Owner Trustee shall cause the filing of such
amendment with the Secretary of State.

                  Prior to the execution of any amendment to this Agreement
or the Certificate of Trust, the Owner Trustee shall be entitled to receive
and rely upon an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and that all
conditions precedent to the execution and delivery of such amendment have
been satisfied. The Owner Trustee may, but shall not be obligated to, enter
into any such amendment which affects the Owner Trustee's own rights,
duties or immunities under this Agreement or otherwise.

                  SECTION 11.2. No Legal Title to Owner Trust Estate in
Certificateholders. The Certificateholders shall not have legal title to
any part of the Owner Trust Estate. The Certificateholders shall be
entitled to receive distributions with respect to their undivided ownership
interest therein only in accordance with Articles V and IX. No transfer, by
operation of law or otherwise, of any right, title or interest of the
Certificateholders to and in their ownership interest in the Owner Trust
Estate shall operate to terminate this Agreement or the trusts hereunder or
entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the Owner Trust Estate.

                  SECTION 11.3. Limitations on Rights of Others. Except for
Section 2.7, the provisions of this Agreement are solely for the benefit of
the Owner Trustee, the Initial Beneficial Holder, the Certificateholders,
the Master Servicer and, to the extent expressly provided herein, the
Trustee and the Noteholders, and nothing in this Agreement, whether express
or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in the Owner Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions
contained herein.

                  SECTION 11.4. Notices.

                  (a) Unless otherwise expressly specified or permitted by
the terms hereof, all notices shall be in writing and shall be deemed given
upon receipt personally delivered, delivered by overnight courier or mailed
certified mail, return receipt requested and shall be deemed to have been
duly given upon receipt, if to the Owner Trustee, addressed to [ ]; if to
the Initial Beneficial Holder, addressed to GS Mortgage Securities Corp.,
85 Broad Street, New York, New York 10004, Attention: [ ]; or, as to each
party, at such other address as shall be designated by such party in a
written notice to each other party.

                  (b) Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at
the address of such Holder 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 11.5. Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

                  SECTION 11.6. Separate Counterparts. This Agreement may
be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.

                  SECTION 11.7. Successors and Assigns. All covenants and
agreements contained herein shall be binding upon, and inure to the benefit
of, the Initial Beneficial Holder, the Owner Trustee and its successors and
each Certificateholder and its successors and permitted assigns, all as
herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by a Certificateholder shall bind the successors and
assigns of such Certificateholder.

                  SECTION 11.8. No Petition. The Owner Trustee (not in its
individual capacity but solely as Owner Trustee), by entering into this
Agreement, each Certificateholder, by accepting a Trust Certificate, and
the Trustee and each Noteholder by accepting the benefits of this
Agreement, hereby covenants and agrees that they will not at any time
institute against the Initial Beneficial Holder, or join in any institution
against the Initial Beneficial Holder of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States federal or state bankruptcy or similar law in
connection with any obligations relating to the Trust Certificates, the
Notes, this Agreement or any of the Basic Documents.

                  SECTION 11.9. No Recourse. Each Certificateholder by
accepting a Trust Certificate acknowledges that such Certificateholder's
Trust Certificates represent beneficial interests in the Trust only and do
not represent interests in or obligations of the Initial Beneficial Holder,
the Master Servicer, the Owner Trustee, the Trustee or any Affiliate
thereof and no recourse may be had against such parties or their assets,
except as may be expressly set forth or contemplated in this Agreement, the
Trust Certificates or the Basic Documents.

                  SECTION 11.10. Headings. The headings of the various
Articles and Sections herein are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.

                  SECTION 11.11. Governing Law. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF [DELAWARE] , WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

                  SECTION 11.12. Trust Certificate Transfer Restrictions.
The Trust Certificates may not be acquired by or for the account of (i) an
employee benefit plan (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) that is
subject to the provisions of Title 1 of ERISA, (ii) a plan described in
Section 4975(e) (1) of the Code, or (iii) any entity whose underlying
assets include plan assets by reason of a plan's investment in the entity
(each, a "Benefit Plan"). By accepting and holding a Trust Certificate, the
Holder thereof shall be deemed to have represented and warranted that it is
not a Benefit Plan.

                  SECTION 11.13. Master Servicer. The Master Servicer is
authorized to execute on behalf of the Trust all such documents, reports,
filings, instruments, certificates and opinions as it shall be the duty of
the Trust to prepare, file or deliver pursuant to the Basic Documents. Upon
written request, the Owner Trustee shall execute and deliver to the Master
Servicer a power of attorney appointing the Master Servicer the Trust's
agent and attorney-in-fact to execute all such documents, reports, filings,
instruments, certificates and opinions.



                          SIGNATURE PAGE TO FOLLOW


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

                                           [OWNER TRUSTEE],
                                           Owner Trustee


                                           By: ____________________________
                                               Name:
                                               Title:


                                           GS MORTGAGE SECURITIES CORP.,
                                           Initial Beneficial Holder


                                           By: ____________________________
                                               Name:
                                               Title:




                                                                  EXHIBIT A

NUMBER                                                   $[                 ]
                                                          R-[ ] CUSIP NO. [ ]

SEE REVERSE FOR CERTAIN DEFINITIONS UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), 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 IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS TRUST CERTIFICATE IS
DISTRIBUTABLE IN INSTALLMENTS AS SET FORTH IN THE TRUST AGREEMENT.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL OF THIS TRUST CERTIFICATE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [ ] TRUST 200[
]-[ ] MORTGAGE-BACKED CERTIFICATE evidencing a beneficial ownership
interest in certain distributions of the Trust, as defined below, the
property of which includes a pool of (i) mortgage loans or participations
therein secured by one- to four-family residential properties, (ii) loans
or participations therein secured by multifamily residential properties,
(iii) loans or participations therein secured by security interests or
similar liens on shares in cooperative housing corporations and the related
proprietary leases or occupancy agreements, (iv) conditional sales
contracts and installment sales or loan agreements or participations
therein secured by manufactured housing, (v) mortgage pass-through
securities issued or guaranteed by the Government National Mortgage
Association, the Federal National Mortgage Association, Freddie Mac
(formerly, Federal Home Loan Mortgage Corporation) or other governmental
agencies or government-sponsored agencies or (vi) privately issued
mortgage-backed securities sold to the Trust by [ ] (This Trust Certificate
does not represent an interest in or obligation of [GS Mortgage Securities
Corp.], or any of its Affiliates, except to the extent described below.)
THIS CERTIFIES THAT [ ] is the registered owner of [ ] DOLLARS
nonassessable, fully paid, beneficial ownership interest in certain
distributions of [ ] Trust 200[ ]-[ ] (the "Trust") formed by GS Mortgage
Securities Corp., a Delaware corporation (the "Initial Beneficial Holder").
The Trust Certificates have a Certificate Rate of [ ]% per annum.


               OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Trust Certificates referred to in the within-mentioned
Trust Agreement.

--------------------------------          ------------------------------------
as Owner Trustee                    or    as Owner Trustee

by:                                       by:

                                          Authenticating Agent

                                          by:

The Trust was created pursuant to a Trust Agreement dated as of [ ], 200[ ]
(the "Trust Agreement"), between the Initial Beneficial Holder and [ ], as
owner trustee (the "Owner Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to
them in the Trust Agreement.

This Certificate is one of the duly authorized Trust Certificates
designated as Mortgage-Backed Certificates (herein called the "Trust
Certificates"). Also issued under the Indenture dated as of [ ], 200[ ],
between the Trust and [ ], as trustee, are classes of Notes designated as
[LIST THE CLASSES OF NOTES]. This Trust Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the holder of this Trust Certificate by virtue of the
acceptance hereof assents and by which such holder is bound. The property
of the Trust includes (i) mortgage loans or participations therein secured
by one- to four-family residential properties, (ii) loans or participations
therein secured by multifamily residential properties, (iii) loans or
participations therein secured by security interests or similar liens on
shares in cooperative housing corporations and the related proprietary
leases or occupancy agreements, (iv) conditional sales contracts and
installment sales or loan agreements or participations therein secured by
manufactured housing, (v) mortgage pass-through securities issued or
guaranteed by the Government National Mortgage Association, the Federal
National Mortgage Association, Freddie Mac (formerly, Federal Home Loan
Mortgage Corporation) or other governmental agencies or
government-sponsored agencies or (vi) privately issued mortgage-backed
securities (collectively, the "Mortgage Loans"), all monies received on the
Mortgage Loans on or after [ ], 200[ ], security interests in the
properties financed thereby, certain bank accounts and the proceeds
thereof, proceeds from claims on certain insurance policies and certain
other rights under the Trust Agreement and the Master Servicing Agreement.

Under the Trust Agreement, there will be distributed on the [ ] day of each
month or, if such [ ] day is not a Business Day, the next Business Day (the
"Distribution Date"), commencing in [ ], 200[ ], to the Person in whose
name this Trust Certificate is registered at the close of business on the [
]th day of such month (the "Record Date") such Certificateholder's
fractional undivided interest in the amount to be distributed to
Certificateholders on such Distribution Date; provided, however, that
principal will be distributed to the Certificateholders on (to the extent
of funds remaining after the Class [ ] Notes have been paid in full) and
after the date on which the Class [ ] Notes have been paid in full. The
holder of this Trust Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Trust Certificate are subordinated
to the rights of the Noteholders as described in the Master Servicing
Agreement, the Indenture and the Trust Agreement, as applicable.

It is the intent of the Initial Beneficial Holder, Master Servicer and
Certificateholders that, for purposes of federal income taxes, the Trust
will be treated as a partnership and the Certificateholders (including the
Initial Beneficial Holder) will be treated as partners in that partnership.
The Initial Beneficial Holder and the other Certificateholders by
acceptance of a Trust Certificate, agree to treat, and to take no action
inconsistent with the treatment of, the Trust Certificates for such tax
purposes as partnership interests in the Trust.

Each Certificateholder, by its acceptance of a Trust Certificate, covenants
and agrees that such Certificateholder will not at any time institute
against the Initial Beneficial Holder, or join in any institution against
the Initial Beneficial Holder, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any
United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Trust Certificates, the Notes, the Trust
Agreement or any of the Basic Documents.

Distributions on this Trust Certificate will be made as provided in the
Trust Agreement by the Owner Trustee by wire transfer or check mailed to
the Certificateholder of record in the Trust Certificate Register without
the presentation or surrender of this Trust Certificate or the making of
any notation hereon, except that with respect to Trust Certificates
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by
such nominee. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Trust Certificate
will be made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Trust
Certificate at the office or agency maintained for the purpose by the Owner
Trustee in the [Borough of Manhattan, The City of New York].

Reference is hereby made to the further provisions of this Trust
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Owner Trustee, by manual signature, this Trust
Certificate shall not entitle the holder hereof to any benefit under the
Trust Agreement or the Master Servicing Agreement or be valid for any
purpose.

THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Trust Certificate to be duly
executed.

                                       [                    ] TRUST 200[ ]-[ ]


                                       By: ____________________________
                                           as Owner Trustee

Dated: _________________

By: ___________________



                       (Reverse of Trust Certificate)

The Trust Certificates do not represent an obligation of, or an interest
in, the Initial Beneficial Holder, the Master Servicer, the Owner Trustee
or any Affiliates of any of them and no recourse may be had against such
parties or their assets, except as may be expressly set forth or
contemplated herein or in the Trust Agreement, the Indenture or the Basic
Documents. In addition, this Trust Certificate is not guaranteed by any
governmental agency or instrumentality and is limited in right of payment
to certain collections with respect to the Mortgage Loans (and certain
other amounts), all as more specifically set forth herein and in the Master
Servicing Agreement. The Trust Certificates are limited in right of payment
to certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Master Servicing Agreement. A copy of
each of the Master Servicing Agreement and the Trust Agreement may be
examined during normal business hours at the principal office of the
Initial Beneficial Holder, and at such other places, if any, designated by
the Initial Beneficial Holder, by any Certificateholder upon written
request.

The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Initial Beneficial Holder and the rights of the Certificateholders under
the Trust Agreement at any time by the Initial Beneficial Holder and the
Owner Trustee with the consent of the holders of the Notes and the Trust
Certificates evidencing not less than a majority of the outstanding Notes
and the [Certificate Balance]. Any such consent by the holder of this Trust
Certificate shall be conclusive and binding on such holder and on all
future holders of this Trust Certificate and of any Trust Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent is made upon this Trust
Certificate. The Trust Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the holders of any of
the Trust Certificates.

As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Trust Certificate is registerable
in the Certificate Register upon surrender of this Trust Certificate for
registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Owner Trustee in [the Borough of Manhattan, The
City of New York], accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Trust Certificates in authorized
denominations evidencing the same aggregate interest in the Trust will be
issued to the designated transferee.

The initial Certificate Registrar appointed under the Trust Agreement is
[              ], [                   ], [                         ].

Except for Trust Certificates issued to the Initial Beneficial Holder, the
Trust Certificates are issuable only as registered Trust Certificates
without coupons in denominations of $1,000 or integral multiples thereof;
except as otherwise provided in the Trust Agreement. As provided in the
Trust Agreement and subject to certain limitations therein set forth, Trust
Certificates are exchangeable for new Trust Certificates in authorized
denominations evidencing the same aggregate denomination, as requested by
the holder surrendering the same. No service charge will be made for any
such registration of transfer or exchange, but the Owner Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.

The Owner Trustee, the Certificate Registrar and any agent of the Owner
Trustee or the Certificate Registrar may treat the person in whose name
this Trust Certificate is registered as the owner hereof for all purposes,
and none of the Owner Trustee, the Certificate Registrar or any such agent
shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the
Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to
the Trust Agreement and the Master Servicing Agreement and the disposition
of all property held as part of the Trust. The Initial Beneficial Holder of
the Mortgage Loans may at its option purchase the corpus of the Trust at a
price specified in the Master Servicing Agreement, and such purchase of the
Mortgage Loans and other property of the Trust will effect early retirement
of the Trust Certificates; however, such right of purchase is exercisable,
subject to certain restrictions, only as of the last day of any Collection
Period as of which the Pool Balance is [ ]% or less of the Original Pool
Balance.

The Trust Certificates may not be acquired by (a) an employee benefit plan
(as defined in Section 3(3) of ERISA) that is subject to the provisions of
Title 1 of ERISA, (b) a plan described in Section 4975(e) (l) of the Code
or (c) any entity whose underlying assets include plan assets by reason of
a plan's investment in the entity (each, a "Benefit Plan"). By accepting
and holding this Trust Certificate, the Holder hereof shall be deemed to
have represented and warranted that it is not a Benefit Plan.





                                 ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please print or type name and address, including postal zip code, of
assignee) the within Trust Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing attorney to transfer said Trust
Certificate on the books of the Trust Certificate Registrar, with full
power of substitution in the premises.

Dated:  ____________________

*

Signature Guaranteed:
-----------------------

*        NOTICE: The signature to this assignment must correspond with the
         name of the registered owner as it appears on the face of the
         within Certificate in every particular, without alteration,
         enlargement or any change whatever. Such signature must be
         guaranteed by an "eligible guarantor institution" meeting the
         requirements of the Certificate Registrar, which requirements
         include membership or participation in STAMP or such other
         "signature guarantee program" as may be determined by the
         Certificate Registrar in addition to, or in substitution for
         STAMP, all in accordance with the Securities Exchange Act of 1934,
         as amended.




                                                                  EXHIBIT B




                                  FORM OF
                          CERTIFICATE OF TRUST OF
                               [        ]
                              TRUST 200[ ]-[ ]

THIS Certificate of Trust of [ ] Trust 200[ ]-[ ] (the "Trust"), dated as
of [ ], 200[ ], is being duly executed and filed by [ ], a [ ], and [ ], a
[ ], as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. Code, ss.ss. 3801 et seq.).

1.       Name.  The name of the business trust formed hereby is [
                                ] TRUST 200[ ]-[ ].

2.       Delaware Trustee.  The name and business address of the trustee of
         the Trust resident in the State of Delaware is [                ].

3.       This Certificate of Trust will be effective [            ], 200[  ].


IN WITNESS WHEREOF, the undersigned, being the sole trustees of the Trust,
have executed this Certificate of Trust as of the date first above written.

                                        ____________________________,
                                        not in its individual capacity but
                                        solely as owner trustee of the Trust


                                        By:_________________________

                                        Name:_______________________

                                        Title:________________________

                                        not in his individual capacity but
                                        solely as trustee of the Trust