EXHIBIT 4.5.2

            STANDARD TERMS TO TRUST AGREEMENT (MAY 2002 EDITION)
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                               STANDARD TERMS



                                     TO



                              TRUST AGREEMENT







                        GS Mortgage Securities Corp.
                                 Depositor

                       GSR Mortgage Loan Trust 2002-4
             Mortgage Pass-Through Certificates, Series 2002-4

                              May 2002 Edition






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                             TABLE OF CONTENTS

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RECITALS.................................................................................................1
STANDARD PROVISIONS......................................................................................1
ARTICLE I DEFINITIONS....................................................................................1
         Section 1.01    Defined Terms...................................................................1

ARTICLE II MORTGAGE LOAN FILES..........................................................................19
         Section 2.01    Mortgage Loan Files............................................................19
         Section 2.02    Acceptance by the Trustee......................................................19
         Section 2.03    Purchase of Mortgage Loans by the Servicer, the Seller, GSMC or the Depositor..22
         Section 2.04    Representations and Warranties of the Depositor................................26

ARTICLE III ADMINISTRATION OF THE TRUST.................................................................27
         Section 3.01    Certificate Account............................................................28
         Section 3.02    REMIC I, REMIC II and  REMIC III Accounts......................................29
         Section 3.03    Trustee to Cooperate; Release of Mortgage Files................................29
         Section 3.04    Amendments to Servicing Agreement..............................................30
         Section 3.05    Administrator Advances.........................................................31
         Section 3.06    Enforcement of Servicing Agreement.............................................32

ARTICLE IV REPORTING/REMITTING TO CERTIFICATEHOLDERS....................................................33
         Section 4.01    Statements to Certificateholders...............................................33
         Section 4.02    Remittance Reports and other Reports from the Servicer.........................35
         Section 4.03    Compliance with Withholding Requirements.......................................36
         Section 4.04    Reports of Certificate Balances to The Depository Trust Company................36
         Section 4.05    Preparation of Regulatory Reports..............................................37
         Section 4.06    Management and Disposition of REO Property.....................................37

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

ARTICLE VI THE DEPOSITOR................................................................................44
         Section 6.01    Liability of the Depositor.....................................................44
         Section 6.02    Merger or Consolidation of the Depositor.......................................44

ARTICLE VII TERMINATION OF SERVICING ARRANGEMENTS.......................................................44
         Section 7.01    Termination and Substitution of Servicer.......................................44
         Section 7.02    Notification to Certificateholders.............................................45

ARTICLE VIII CONCERNING THE TRUSTEE.....................................................................46
         Section 8.01    Duties of Trustee..............................................................46
         Section 8.02    Certain Matters Affecting the Trustee..........................................47
         Section 8.03    Trustee Not Liable for Certificates or Mortgage Loans..........................50
         Section 8.04    Trustee May Own Certificates...................................................50
         Section 8.05    Trustee's Fees and Expenses....................................................50
         Section 8.06    Eligibility Requirements for Trustee...........................................51
         Section 8.07    Resignation and Removal of the Trustee.........................................51
         Section 8.08    Successor Trustee..............................................................52
         Section 8.09    Merger or Consolidation of Trustee.............................................52
         Section 8.10    Appointment of Co-Trustee or Separate Trustee..................................53
         Section 8.11    Appointment of Custodians......................................................54
         Section 8.12    Appointment of Office or Agent.................................................54
         Section 8.13    Representation and Warranties of the Trustee...................................54

ARTICLE IX TERMINATION OF TRUST.........................................................................55
         Section 9.01    Qualified Liquidation..........................................................55
         Section 9.02    Termination....................................................................55
         Section 9.03    Procedure for Termination......................................................56
         Section 9.04    Additional Termination Requirements............................................57

ARTICLE X REMIC TAX PROVISIONS..........................................................................58
         Section 10.01     REMIC Administration.........................................................58
         Section 10.02     Prohibited Activities........................................................60

ARTICLE XI MISCELLANEOUS PROVISIONS.....................................................................61
         Section 11.01     Amendment of Trust Agreement.................................................61
         Section 11.02     Recordation of Agreement; Counterparts.......................................62
         Section 11.03     Limitation on Rights of Certificateholders...................................62
         Section 11.04     [Reserved]...................................................................63
         ...............................................................................................63
         -
         Section 11.05     Notices......................................................................63
         Section 11.06     Severability of Provision....................................................64
         Section 11.07     Sale of Mortgage Loans.......................................................64
         Section 11.08     Notice to Rating Agencies....................................................65

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

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

                            STANDARD PROVISIONS

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

                                 ARTICLE I

                                DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Distribution Statement": As defined in Section 4.01.

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

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

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

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

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

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

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

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

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

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

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

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

         "Initial Purchaser": Goldman, Sachs & Co.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (a) the Servicer (Depositor) loan number;

         (b) the Borrower's name;

         (c) the original principal balance; and

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

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

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

         "Mortgagor":  Borrower.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (iv) The original or copy of a policy of title insurance, a
     certificate of title, or attorney's opinion of title (accompanied by
     an abstract of title), as the case may be, with respect to each
     Mortgage Loan; (v) Original1s of any intervening assignments of the
     mortgage necessary to show a complete chain of title from the original
     mortgagee to the Seller, or certified copies thereof, in either case
     with evidence of recording noted thereon; provided, that such
     intervening assignments may be in the form of blanket assignments, a
     copy of which, with evidence of recording noted thereon, shall be
     acceptable;

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

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

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

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

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

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

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

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


                                ARTICLE II

                            MORTGAGE LOAN FILES

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

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

         Section 2.02 Acceptance by the Trustee

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE III

                        ADMINISTRATION OF THE TRUST

         Section 3.01 Certificate Account.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 3.05 Administrator Advances.

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

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

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

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

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

                                ARTICLE IV

                 REPORTING/REMITTING TO CERTIFICATEHOLDERS

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

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

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

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

         (d) [Reserved].

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

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

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

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

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

         (j) [Reserved].

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                 ARTICLE V

                      THE INTERESTS AND THE SECURITIES

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

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

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

         Section 5.03 Book-Entry Securities.

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

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

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

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

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

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

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

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

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

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

         Section 5.05 Restrictions on Transfer.

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

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

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

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

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

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

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

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

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

                                ARTICLE VI

                               THE DEPOSITOR

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

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

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

                                ARTICLE VII

                   TERMINATION OF SERVICING ARRANGEMENTS

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

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

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

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

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

         Section 7.02 Notification to Certificateholders.

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

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

                                ARTICLE VIII

                           CONCERNING THE TRUSTEE

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

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

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

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

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

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

         (d) Any determination of negligence, bad faith, willful misconduct
or breach of conduct of the Trustee shall be made only upon a finding that
there is clear and convincing evidence (and not upon the mere preponderance
of evidence) thereof in a proceeding before a court of competent
jurisdiction in which the Trustee has had an opportunity to defend; and

         (e) In no event shall the Trustee be held liable for the actions
or omissions of any Servicer or Custodian (excepting the Trustee's own
actions as Servicer or Custodian). Prior to the occurrence of any Event of
Default and after the curing of all such Events of Default, other than
those obligations assumed by the Trustee as successor Servicer under
Article VII, no provision of the Trust Agreement shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it unless such risk or
liability relates to duties set forth herein.

         Section 8.02 Certain Matters Affecting the Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon
and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the
holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE IX

                            TERMINATION OF TRUST

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

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

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

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

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

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

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

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

         Section 9.04 Additional Termination Requirements.

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

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

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

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

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

                                 ARTICLE X

                            REMIC TAX PROVISIONS

         Section 10.01 REMIC Administration.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE XI

                          MISCELLANEOUS PROVISIONS

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

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

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

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

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

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

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

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

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

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

         Section 11.04 [Reserved].

         Section 11.05 Notices. All demands and notices under the Trust
Agreement shall be in writing and shall be deemed to have been duly given
if personally delivered at or mailed by first class mail, postage prepaid,
or by express delivery service, to (a) in the case of the Depositor, 85
Broad Street, New York, New York 10004, Attention: President (telecopy
number (212) 902-3000) or such other address or telecopy number as may
hereafter be furnished to each party to the Trust Agreement in writing by
the Depositor or (b) in the case of the Trustee, 450 West 33rd Street, 14th
Floor, New York, New York 10001, Attention: Institutional Trust
Services/Structured Finance Services, GSR Mortgage Loan Trust 2002-4
Telecopy: (212) 946-8191 or such other address or telecopy number as may
hereafter be furnished to each party to the Trust Agreement in writing by
the Trustee. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first-class mail, postage prepaid, or
by express delivery service, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in
the Trust Agreement shall be conclusively presumed to have been duly given,
whether or not the Certificateholder receives such notice. A copy of any
notice required to be telecopied hereunder also shall be mailed to the
appropriate party in the manner set forth above. A copy of any notice given
hereunder to any other party shall be delivered to the Trustee.

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

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

         Section 11.08 Notice to Rating Agencies.

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

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

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

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

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

          (v) the final payment to Certificateholders;

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

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

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

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

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

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



                                                                      Exhibit A
                           FORM OF TRUST RECEIPT

                                                                         [Date]

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


         Trust Agreement, dated as of May 1, 2002, among GS Mortgage
         Securities Corp., as Depositor and JPMorgan Chase Bank, as
         Trustee of GSR Mortgage Loan Trust 2002-4

Ladies and Gentlemen:

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

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

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

                                        [TRUSTEE, as Trustee/CUSTODIAN]


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


<PAGE>


                                                                      Exhibit B
                        FORM OF FINAL CERTIFICATION

                                                                         [Date]

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

         Trust Agreement, dated as of May 1, 2002, among GS Mortgage
         Securities Corp., as Depositor and JPMorgan Chase Bank, as Trustee
         of GSR Mortgage Loan Trust 2002-4

Ladies and Gentlemen:

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

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


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

                                        [TRUSTEE, as Trustee/CUSTODIAN]


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


<PAGE>


                                                                       Exhibit C


              FORM OF RULE 144A AGREEMENT -- QIB CERTIFICATION

                                                           ______________, 20__

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

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

Re:      GS Mortgage Securities Corp., Depositor
         GSR Mortgage Loan Trust 2001,
         Pass-Through Certificates Series 2002-4
         having an original principal amount of $
         --------------------------------------------------------------

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

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

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


                                        Sincerely,

                                        [Name of Transferee]


                                        By:
                                             ------------------------------
                                             Name:
                                                    -----------------------
                                             Title:
                                                      ---------------------
<PAGE>



                                                                      Exhibit D

                        FORM OF TRANSFEREE AGREEMENT

                                                        ________________, 20___


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

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

Re:      GS Mortgage Securities Corp., Depositor
         GSR Mortgage Loan Trust 2002-4, Pass-Through Certificates Series
         2002-4 having an original principal amount of $_____________

Ladies and Gentlemen:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                        Sincerely,

                                        [Name of Transferee]


                                        By:
                                             ------------------------------
                                             Name:
                                                    -----------------------
                                             Title:
                                                      ---------------------
<PAGE>



                                                                       Exhibit E

                       FORM OF BENEFIT PLAN AFFIDAVIT

Re:      GS Mortgage Securities Corp.,
           as Depositor
         GSR Mortgage Loan Trust
         2002-4 (the "Trust")


STATE OF  ___________________  )
                               )  ss:
COUNTY OF  ____________________)


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

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

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

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

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

         4. The Transferee either:

         (a) is not a plan ("Plan") described in or subject to the
Department of Labor regulations set forth in 29 C.F.R. ss. 2510.3-101 (the
"Plan Asset Regulations"), a person acting on behalf of a Plan, or a person
using the assets of a Plan1 ; or

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

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




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


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

                            [Name of Transferee]



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




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


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



________________________________________
Notary Public


My commission expires:__________________
<PAGE>



                                                                       Exhibit F

                   FORM OF RESIDUAL TRANSFEREE AGREEMENT


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


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

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

         Trust Agreement, dated as of May 1, 2002, among GS Mortgage
         Securities Corp., as Depositor and JPMorgan Chase Bank, as Trustee
         of GSR Mortgage Loan Trust 2002-4

Ladies and Gentlemen:

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

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

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

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

         4. We represent that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                          (signature page follows)
<PAGE>


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


                                                       [Name of Transferee]

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

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

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



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


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



________________________________________
Notary Public


My commission expires:__________________
<PAGE>


                                                                    Exhibit G-1

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


Re:      GS Mortgage Securities Corp., Depositor
         GSR Mortgage Loan Trust
         2002-4  (the "Trust")


STATE OF  ___________________  )
                               )  ss:
COUNTY OF  ____________________)



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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


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

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


                               ___________________________________________
                               Notary Public


                  My commission expires the _____ day of __________, 20__.
<PAGE>



                                                                    Exhibit G-2

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


Re:      GS Mortgage Securities Corp., Depositor
         GSR Mortgage Loan Trust
         2002-4 (the "Trust")


STATE OF  ___________________  )
                               )  ss:
COUNTY OF  ____________________)


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

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

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

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

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

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

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

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

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



                                        [Name of Transferee]

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

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

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

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


                               ___________________________________________
                               Notary Public


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