Exhibit 4.2

                                                                EXECUTION COPY
                                                                --------------


                                 STANDARD TERMS


                                       TO


                                 TRUST AGREEMENT



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


                          GS Mortgage Securities Corp.
                                    Depositor


                         GSR Mortgage Loan Trust 2004-5
                Mortgage Pass-Through Certificates, Series 2004-5


                               April 2004 Edition



<PAGE>



                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01   Defined Terms................................................


                                   ARTICLE II

                               MORTGAGE LOAN FILES

Section 2.01   Mortgage Loan Files..........................................
Section 2.02   Acceptance by the Trustee....................................
Section 2.03   Purchase of Mortgage Loans by a Servicer, a Seller, GSMC
               or the Depositor.............................................
Section 2.04   Representations and Warranties of the Depositor..............


                                   ARTICLE III

                           ADMINISTRATION OF THE TRUST

Section 3.01   The Collection Accounts; the Distribution Accounts and
               the Certificate Account......................................
Section 3.02   Filings with the Commission..................................
Section 3.03   Trustee to Cooperate; Release of Mortgage Files..............
Section 3.04   Amendments to Servicing Agreement............................
Section 3.05   Monthly Advances.............................................
Section 3.06   Enforcement of Servicing Agreement...........................


                                   ARTICLE IV

                    REPORTING/REMITTING TO CERTIFICATEHOLDERS

Section 4.01   Statements to Certificateholders.............................
Section 4.02   Remittance Reports and other Reports from the Servicers......
Section 4.03   Compliance with Withholding Requirements.....................
Section 4.04   Reports of Class Principal Balances to The Depository
               Trust Company................................................
Section 4.05   Preparation of Regulatory Reports............................
Section 4.06   Management and Disposition of REO Property...................


                                    ARTICLE V

                        THE INTERESTS AND THE SECURITIES

Section 5.01   REMIC Interests..............................................
Section 5.02   The Certificates.............................................
Section 5.03   Book-Entry Securities........................................
Section 5.04   Registration of Transfer and Exchange of Certificates........
Section 5.05   Restrictions on Transfer.....................................
Section 5.06   Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.07   Persons Deemed Owners........................................
Section 5.08   Appointment of Paying Agent..................................


                                   ARTICLE VI

                                  THE DEPOSITOR

Section 6.01   Liability of the Depositor...................................
Section 6.02   Merger or Consolidation of the Depositor.....................


                                   ARTICLE VII

                      TERMINATION OF SERVICING ARRANGEMENTS

Section 7.01   Termination and Substitution of Servicer.....................
Section 7.02   Notification to Certificateholders...........................


                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01   Duties of Trustee............................................
Section 8.02   Certain Matters Affecting the Trustee........................
Section 8.03   Trustee Not Liable for Certificates or Mortgage Loans........
Section 8.04   Trustee May Own Certificates.................................
Section 8.05   Trustee's Fees and Expenses..................................
Section 8.06   Eligibility Requirements for Trustee.........................
Section 8.07   Resignation and Removal of the Trustee.......................
Section 8.08   Successor Trustee............................................
Section 8.09   Merger or Consolidation of Trustee...........................
Section 8.10   Appointment of Co-Trustee or Separate Trustee................
Section 8.11   Appointment of Custodians....................................
Section 8.12   Appointment of Office or Agent...............................
Section 8.13   Representations and Warranties of the Trustee................


                                   ARTICLE IX

                              TERMINATION OF TRUST

Section 9.01   Qualified Liquidation........................................
Section 9.02   Termination..................................................
Section 9.03   Procedure for Termination....................................
Section 9.04   Additional Termination Requirements..........................


                                    ARTICLE X

                              REMIC TAX PROVISIONS

Section 10.01  REMIC Administration.........................................
Section 10.02  Prohibited Activities........................................


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01  Amendment of Trust Agreement.................................
Section 11.02  Recordation of Agreement; Counterparts.......................
Section 11.03  Limitation on Rights of Certificateholders...................
Section 11.04  Countrywide Servicing........................................
Section 11.05  Notices......................................................
Section 11.06  Severability of Provision....................................
Section 11.07  Sale of Mortgage Loans.......................................
Section 11.08  Notice to Rating Agencies....................................


Exhibit A     Form of Trust Receipt
Exhibit B     Form of Final Certification
Exhibit C     Form of Rule 144A Agreement - QIB Certification
Exhibit D     [Reserved]
Exhibit E     Form of Benefit Plan Affidavit
Exhibit F     Residual Transfer Affidavit
Exhibit G     Transferor Certificate
Exhibit H     Form of Trustee Certification
Schedule I    Bond Level Report
Schedule II   Loan Level Report
Schedule III  Remittance Report



<PAGE>


                                    RECITALS

            GS Mortgage Securities Corp. (the "Depositor"), a trustee (together
with its successors and assigns, the "Trustee") and a custodian (together with
its successors and assigns, the "Custodian") 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, the Trustee and the Custodian 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 or in the Trust Agreement 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. In the event of a conflict between the
Trust Agreement and these Standard Terms, the Trust Agreement shall govern.
Unless otherwise specified, all calculations described herein shall be made on
the basis of a 360 day year consisting of twelve 30-day months.

            "Administrative Cost Rate": As set forth in the Trust Agreement.

            "Advance": The aggregate amount of the (i) advances made by a
Servicer on any Servicer Remittance Date in respect of delinquent Scheduled
Payments pursuant to the applicable Servicing Agreement, (ii) any advances made
by the Trustee in respect of any such delinquent Scheduled Payments pursuant to
Section 3.05 and (iii) amounts necessary to preserve the Trust's interest in the
Mortgaged Property or the Mortgage Loans, including without limitation, property
taxes or insurance premiums not paid as required by the Borrower and advanced by
the related Servicer or the Trustee.

            "Affiliate": Any person or entity controlling, controlled by, or
under common Control with the Depositor, the Trustee, the Custodian 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.

            "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 Advances were 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, Condemnation Proceeds and Subsequent Recoveries) or Payoffs
received after the related Principal Prepayment Period, (B) Scheduled Payments
collected but due on a Due Date or Dates subsequent to the related Due Period,
(C) reinvestment income on amounts deposited in any Collection Account to the
extent included in (i) above and (D) all amounts reimbursable on such
Distribution Date to the Trustee as provided herein.

            "Bankruptcy Loss": (A) 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 and (B) a Modification Loss in connection with a
bankruptcy.

            "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.

            "Bond Level Reports": Shall mean the reports prepared by the Trustee
in substantially the form attached as Schedule I hereto.

            "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 the Trust Agreement and
designated as such.

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

            "Class Principal Balance": As set forth in the Trust Agreement.

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

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

            "Class BI Interests": As set forth in the Trust Agreement, if
applicable.

            "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.

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

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

            "Compensating Interest Payment": With respect to the Mortgage Loans
and any Distribution Date, an amount actually paid by the Servicer pursuant to
the applicable Servicing Agreement in respect of Prepayment Interest Shortfalls
during the related Prepayment Period.

            "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.

            "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
earliest date on which either the Trustee or a Servicer first discovers a
Qualification Defect affecting the Mortgage Loan.

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

            "Depositor Investment Income": As set forth in Section 3.01(f).

            "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.

            "Distribution Account": An Eligible Account maintained by the
Trustee for a REMIC. Unless otherwise provided in the Trust Agreement, the
Distribution Account shall be considered an asset of each REMIC, to the extent
of amounts distributable from such REMIC.

            "Distribution Date": As set forth in the Trust Agreement.

            "Distribution Statement": As defined in Section 4.01.

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

            "Due Period": As set forth in the Trust Agreement.

            "Eligible Account": A trust account in the name of the Trustee for
the benefit of the Certificateholders (i) maintained by a depository
institution, the long-term unsecured debt obligations of which are rated by each
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 each Rating Agency. If the definition of Eligible Account is met,
any Certificate Account may be maintained with the Trustee or any of its
affiliates.

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

            "Errors and Omissions Insurance Policy": An errors and omissions
insurance policy to be maintained by a Servicer pursuant to the related
Servicing Agreement.

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

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

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

            "Fidelity Bond": A fidelity bond to be maintained by a Servicer
pursuant to the related Servicing Agreement.

            "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.

            "Freddie Mac": The Federal Home Loan Mortgage Corporation, and its
successors in interest.

            "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 Certificate Registrar.

            "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, any Servicer or GSMC, any obligor upon the Certificates
or any Affiliate of the Depositor, the Initial Purchaser, the Trustee, any
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, any Servicer or GSMC or in any such obligor or
in an Affiliate of the Depositor, the Trustee, any Servicer or GSMC or such
obligor, and (c) is not connected with the Depositor, the Initial Purchaser, the
Trustee, any 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 Class Principal Balance": With respect to any Class of
Certificates or Interests, the Class Principal Balance of such Class of
Certificates or Interests as of the Closing Date.

            "Initial Purchaser": Goldman, Sachs & Co.

            "Insurance Proceeds": Proceeds of any 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 Borrower in accordance with the procedures that the
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 "regular interests" that are issued by the
REMICs and 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 on
account of 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 (i) amounts received following the disposition of
an REO Property pursuant to the applicable Servicing Agreement less costs and
expenses of such foreclosure sale and (ii) in the case of any Mortgage Loan with
assets pledged in addition to the Mortgaged Property, amounts received upon the
liquidation or conversion of such assets.

            "Loan Level Report": The report prepared by the Trustee in
substantially the form set forth in Schedule II hereto.

            "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 reimbursed by the Servicer 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 Scheduled Payments
pursuant to the applicable Servicing Agreement and (ii) any advances made by the
Trustee in respect of any such delinquent Scheduled Payment pursuant to Section
3.05.

            "Mortgage Loan": The mortgage loans sold by the Depositor to the
Trust as listed on the Mortgage Loan Schedules 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 or lists of Mortgage Loans sold
by the Depositor to the Trust, which list(s) 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;

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

            (e) the applicable Servicing Fee;

            (f) the applicable Loan Group; and

            (g) the Lender Paid Mortgage Insurance Rate, if applicable.

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

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

            "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 Person other than a U.S. Person.

            "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.

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

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

            "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
the amount of outstanding Servicing Advances thereon 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, plus (iii) the amount of any costs
and damages incurred by the Trust as a result of any violation of any applicable
federal, state, or local predatory or abusive lending law arising from or in
connection with the origination of any Mortgage Loans remaining in the Trust.

            "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 and including the Due Date interest was last paid by the
Borrower to but excluding 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 Class Principal Balance of such Certificate and the denominator of which
is the aggregate Class Principal 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, the Trustee or any of its affiliates) 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
            each 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 each 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
            each Rating Agency in its highest short-term unsecured debt rating
            available (i.e., "P-1" by Moody's and "A-1+" by S&P);

                  (v) money market funds administered by the Trustee or any of
            its affiliates, provided that such money market funds are rated by
            each Rating Agency (i) in its highest short-term unsecured debt
            rating category available (i.e., "P-1" by Moody's and "A-1+" by S&P)
            or (ii) in one of its two highest long-term unsecured debt rating
            categories ; 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 two Business Days 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.

            "Permitted Transferee": Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, international organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in Section 1381(a)(2)(C) of the Code, (v) a Person that is not a U.S.
Person (unless such Person has furnished the Trustee with a duly completed IRS
Form W-8ECI or any applicable successor form) or a U.S. Person with respect to
whom income from a Residual Certificate is attributable to a foreign permanent
establishment or fixed base (within the meaning of an applicable income tax
treaty) of such Person or any other U.S. Person, (vi) an "electing large
partnership" within the meaning of Section 775 of the Code and (vii) any other
Person so designated by the Depositor based upon an Opinion of Counsel that the
Transfer of an Ownership Interest in a Residual Certificate to such Person may
cause any Trust REMIC to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of Freddie Mac, a majority of its board of directors is not
selected by such government unit.

            "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 or any other organization or
entity.

            "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 or any governmental plan as described in
Section 3(32) of ERISA subject to Similar Law, or any Person acting on behalf of
any such Plan or governmental plan or using the assets of such Plan or
governmental 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.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date and (any Principal Prepayment Amount, the difference between (i) one full
month's interest at the applicable Note Rate (after giving effect to any
applicable Servicemembers' Shortfall), and (ii) the amount of interest actually
received with respect to such Mortgage Loan in connection with such Principal
Prepayment Amount.

            "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.

            "Purchase Price": With respect to a Mortgage Loan purchased from the
Trust pursuant to Section 2.03, 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, plus, in
the case of purchases by a Seller or Servicer, the amount of any costs and
damages incurred by the Trust as a result of any violation of any applicable
federal, state, or local predatory or abusive lending law arising from or in
connection with the origination of such Mortgage Loan, and 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 5.05(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 that has
been allocated to reduce the Certificate Principal Balance of one or more
Classes of Certificates pursuant to the Trust Agreement, or a Bankruptcy Loss,
in each case, to the extent not covered by Insurance Proceeds.

            "Record Date": Shall have the meaning set forth in the Trust
Agreement.

            "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 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 Mortgage Loans and
the REMIC I Distribution Account.

            "REMIC I Distribution Account": The distribution account or accounts
created and maintained for REMIC I pursuant to Section 3.01 hereof.

            "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 Certificate Account. "REMIC II Distribution Account": The
distribution account or accounts created and maintained for REMIC II pursuant to
Section 3.01 hereof.

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

            "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 set forth in the Trust Agreement.

            "Remittance Report": The report (either a data file or hard copy)
that is prepared by each Servicer for the Trustee which contains the information
specified in Schedule III hereto.

            "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 Property 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 the 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, REMIC I
Distribution Account and Termination Account and (b) any other fund that is
expressly excluded from a REMIC.

            "Residual Certificate": The R 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 Transfer Affidavit": An affidavit substantially in the
form of Exhibit F hereto.

            "Responsible 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 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.

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

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

            "Sale Agreement": The Sale Agreement or Sale Agreements, as defined
in the Trust Agreement.

            "Scheduled Payment": For each Mortgage Loan, payments of interest
and principal scheduled to be paid on each Due Date in accordance with the terms
of related Mortgage Note.

            "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 reduced by (i) the
principal portion of all Scheduled 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.

            "Servicemembers' Shortfall": Interest losses on a Mortgage Loan
resulting from application of the Servicemembers Civil Relief Act, or any
similar state or local statute.

            "Servicer": The Servicer or Servicers identified in the Servicing
Agreement or Agreements. If there is more than one Servicer and the context so
requires, all references to "Servicer" herein shall be read to refer to the
Servicer for the related Mortgage Loan or group of Mortgage Loans, as the case
may be.

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

            "Servicer Remittance Date": Shall mean the 18th day of each month
or, if such day is not a Business Day, the immediately following Business Day,
or such other day or days as may be set forth in the related Servicing Agreement
for remittances by the Servicer to the owner of the Mortgage Loans.

            "Servicing Agreement": The Servicing Agreement or Servicing
Agreements, as defined 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.

            "Similar Law": Any federal, state or local law materially similar to
the fiduciary responsibility provisions of ERISA or Section 4975 of the Code.

            "Shortfall": Month End Interest Shortfall and Servicemembers'
Shortfall.

            "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.

            "Subordinate Prepayment Percentage": For any Distribution Date,
unless otherwise specified in the Trust Agreement, (x) 100% minus (y) the Senior
Prepayment Percentage for such Distribution Date.

            "Tax Matters Person": The Trustee, in its capacity 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 Terminating
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 (i) accrued interest to
the Due Date in the month in which the Termination Price is distributed to the
Certificateholders, at the applicable Note Rate (less the related Servicing Fee
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), (ii) the amount of outstanding Servicing Advances
to the Due Date in the month in which the Termination Price is distributed to
the Certificateholders, and (iii) the amount of any costs and damages incurred
by the Trust as a result of any violation of any applicable federal, state, or
local predatory or abusive lending law arising from or in connection with the
origination of any Mortgage Loans remaining in the Trust.

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

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

            "Trust Agreement" or this "Agreement": The Trust Agreement, dated as
of April 1, 2004, among the Depositor, the Trustee and the Custodian 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 Trustee for the benefit of the Certificateholders 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 Investment Income": As set forth in Section 3.01(f).

            "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:

            (a) 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 April 1, 2004, 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 April 1, 2004" 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);

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

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

            (d) 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;

            (e) Originals 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;

            (f) 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

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

            "Voting Rights": With respect to any date of determination, the
percentage of all the voting rights allocated among holders of the certificates
(other than the Interest Only Certificates) will be 99% and will be allocated
among the Classes of those Certificates in the proportion that the aggregate
Class Principal Balance of a Class then outstanding bears to the aggregate Class
Principal Balance of all Certificates then outstanding. With respect to any date
of determination, the percentage of all the voting rights allocated among
holders of the Interest Only Certificates will be 1% and will be allocated among
the Classes of Interest Only Certificates in the proportion that the Notional
Amount of a Class then outstanding bears to the aggregate Notional Amount of all
Interest Only Certificates then outstanding. The voting rights allocated to a
Class of Certificates will be allocated among all holders of that Class in
proportion to the outstanding Certificate Principal Balances, or Notional
Amount, of those Certificates.

            "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 Scheduled 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 Class Principal 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 (e) 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
      (f) 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 (g) 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 electronically deliver 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.

            (g) To the extent a Servicer requests the consent of the Trust with
respect to any servicing-related matter for which the applicable Servicer is
required to seek consent under the applicable Servicing Agreement, the Trustee,
upon written request, shall promptly or within the time frame specified in such
Servicing Agreement, if any, evaluate such request for consent in the best
interest of the Trust and the Certificateholders, and grant or withhold such
consent accordingly.

            Section 2.03 Purchase of Mortgage Loans by a Servicer, a 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 of any breach by the 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 the Servicer
cure such breach, and if the 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 the 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 defect or 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 the 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, as
applicable, 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
Trustee on behalf of 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 REMIC I Distribution 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 REMIC I Distribution 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 and the Custodian, 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 any 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 warranties of any kind to the Trust. 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 The Collection Accounts; the Distribution Accounts and
the Certificate Account.

            (a) Servicer Remittances.

            (i) On or prior to the Closing Date, the Servicers shall have
      established one or more separate Collection Accounts as provided in the
      related Servicing Agreement, each of which shall be an Eligible Account.
      All Monthly Payments and other amounts collected by each Servicer on the
      Mortgage Loans, shall, to the extent provided in the related Servicing
      Agreement, be deposited by such Servicer within one Business Day of
      receipt (or within 2 Business Days in the case of Liquidation Proceeds,
      Insurance Proceeds and Condemnation Proceeds) into the related Collection
      Account.

            (ii) On each Servicer Remittance Date, each Servicer is required to
      remit to the Trustee all payments received during the related Due Period
      or Prepayment Period in respect of the Mortgage Loans serviced by it, less
      certain deductions as described herein and in each Servicing Agreement.
      The amounts remitted by each Servicer to the Trustee shall be credited to
      the REMIC I Distribution Account within one Business Day of the date of
      receipt thereof.

            (iii) On each Distribution Date, amounts on deposit in the REMIC I
      Distribution Account (net of any expenses or amounts payable to the
      Trustee under Section 9.05 hereof) will be allocated by the Trustee to pay
      amounts due on the REMIC I Interests, in accordance with Section 2.03(b)
      of the Trust Agreement. On each Distribution Date, amounts on deposit in
      the REMIC II Distribution Account (net of any expenses payable to the
      Trustee under Section 9.05 hereof) will be allocated by the Trustee to pay
      amounts due on the REMIC II Interests, in accordance with Section 2.03(c).
      Such amounts will then be passed through the REMIC II Distribution Account
      and to the Certificate Account for distribution to the Certificateholders
      in accordance with Section 3.01 of the Trust Agreement.

            (b) Accounts. The Trustee shall establish and maintain one or more
Eligible Accounts in its own name for the benefit of the Certificateholders. The
account held by the REMIC that directly owns the Mortgage Loans shall be the
"REMIC I Distribution Account" and the account held by the REMIC that owns all
interests in the REMIC I shall be the "REMIC II Distribution Account." In
addition, the Trustee shall establish and maintain an account for the benefit of
the Certificateholders into which it shall deposit all amounts to be distributed
on each Distribution Date to the Certificateholders (the "Certificate Account").
Each account shall be an Eligible Account. 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 remitted by the Servicers to the Trustee pursuant to
      Section 3.01(a);

            (ii) all P&I Advances made pursuant to Section 3.05;

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

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

            (c) Deposits. In the event a Servicer has remitted to the REMIC I
Distribution Account, in error, any amount not required to be remitted in
accordance with the definition of Available Distribution Amount, the Servicer
may at any time direct the Trustee to withdraw such amount from such account for
repayment to the Servicer by delivery of an Officer's Certificate to the Trustee
which describes the amount deposited in error and the Trustee shall withdraw
such amount from the REMIC I Distribution Account and pay such amount as
directed, but only to the extent it agrees that the amount so described was
deposited in error.

            (d) Withdrawal. On each Distribution Date, the Trustee shall
transfer the Available Distribution Amount on deposit in the REMIC I
Distribution Account to the REMIC II Distribution Account and then to the
Certificate Account in accordance with the amounts set forth in the statement
prepared pursuant to Section 4.01 and shall distribute such amounts to Holders
of the Certificates, in accordance with Article III of the Trust Agreement, in
the order of priority set forth therein.

            (e) 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 REMIC I Distribution Account. No later than 21 days after each Distribution
Date, the Trustee shall, upon written request, forward to the Depositor a
statement setting forth the balance of the REMIC I Distribution Account 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 REMIC I Distribution Account.

            (f) Investments by the Trustee. Any investment by the Trustee of
amounts received hereunder shall be in Permitted Investments only. All income
and gain realized from any such investment of amounts in the REMIC I
Distribution Account for the period beginning on each Remittance Date and ending
(but excluding) the second day prior to the next Distribution Date, or, if such
day is not a Business Day, the immediately preceding Business Day (the
"Depositor Investment Income") shall be for the benefit of the Depositor as
compensation for its ongoing compliance duties hereunder and shall be remitted
by the Trustee to the Depositor on such Distribution Date. All income and gain
realized from investments of amounts deposited for the period beginning on (and
including) the second day prior to each Distribution Date (or, if such day is
not a Business Day, the immediately preceding Business Day) and ending on and
including the day prior to such Distribution Date (the "Trustee Investment
Income") shall be for the benefit of the Trustee. The Depositor Investment
Income and Trustee Investment Income shall be subject to withdrawal on order
from time to time. In the event of a loss or reduction in the amount to be
remitted by the Trustee on the Distribution Date because of a loss on a
Permitted Investment, the Trustee shall be required to deposit the amount of
such loss into the REMIC I Distribution Account or the Certificate Account, as
applicable, within one Business Day of realization of such loss from its own
funds without reimbursement.

            Section 3.02 Filings with the Commission. No later than ten Business
Days prior to the date on which any Annual Report on Form 10-K with respect to
the Trust is required to be filed, the Trustee shall deliver to the Depositor an
officer's certificate in the form set forth in Exhibit H. The Trustee shall
prepare or cause to be prepared for filing with the Securities and Exchange
Commission (other than the initial Current Report on Form 8-K, which is to be
filed by the Depositor in connection with the issuance of the Certificates) and
the Depositor shall sign and certify any and all reports, statements and
information relating to the Trust and/or the Certificates required to be filed,
and shall solicit any and all proxies of the Certificateholders whenever such
proxies are required to be solicited, pursuant to the Securities Exchange Act of
1934, as amended, and the rules thereunder ("1934 Act Documents"). Upon
execution and certification of the 1934 Act Documents by the Depositor, the
Trustee shall file such documents with the Securities and Exchange Commission.
Unless otherwise advised by the Depositor, the Trustee shall assume that all
1934 Act Documents shall consist of only the following: Form 8-K reports
attaching the Remittance Report, to be filed each month beginning in May 2004, a
Form 15D to be filed no later than January 30, 2005 (provided, however, that if
the criteria for filing a Form 15D are not met, the Trustee shall continue
filing the monthly and annual forms), and a Form 10-K to be filed each March
beginning in March 2005. The Trustee shall promptly file no-action requests
prepared by the Depositor with, or request other appropriate exemptive relief
from, the Securities and Exchange Commission seeking the usual and customary
exemption from such reporting requirements granted to issuers of securities
similar to the Certificates if and to the extent the Depositor shall deem any
such relief to be necessary or appropriate and directs the Trustee to do so at
the expense of the Depositor. Unless otherwise advised by the Depositor, the
Trustee shall assume that the Depositor is in compliance with the preceding
sentence. In no event shall the Trustee have any liability for the execution or
content of any 1934 Act Document. The Depositor hereby grants to the Trustee a
limited power of attorney to execute and file each such document on behalf of
the Depositor it being agreed and understood that the Trustee shall not be
required to execute any Form 10-K on behalf of the Depositor. Such power of
attorney shall continue until either the earlier of (i) receipt by the Trustee
from the Depositor of written termination of such power of attorney and (ii) the
termination of the Trust. The Depositor agrees to promptly furnish to the
Trustee, from time to time upon request, such further information, reports, and
financial statements within its control related to the Trust Agreement and the
Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file
all necessary reports with the Securities and Exchange Commission.

            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 the 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 serviced by
such Servicer upon its payment in full or other liquidation; provided, however,
that such power of appointment shall be limited to the powers limited above;
provided, further, that such Servicer shall have agreed to 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 Property 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, the REMIC I
Distribution 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 Property 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 the 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 Property 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, (d) conform the
terms of the Servicing Agreement to the terms described in the Prospectus dated
March 24, 2004, together with the Prospectus Supplement thereto dated April 27,
2004, or (e) 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 or result in the imposition
of any taxes on the Trust or any REMIC.

            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 delivery of a written request to the Trustee together with a
certification from the Servicer that any such amendment or supplement is
permitted hereunder, the Trustee may 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 party requesting the
amendment) that such amendment is authorized and permitted pursuant to the terms
of this Trust Agreement and the applicable Servicing Agreement.

            Section 3.05 Monthly Advances. (a) Under the terms of each Servicing
Agreement, on the Business Day prior to each Servicer 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 in accordance with the applicable Servicing Agreement 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 subject to paragraph (b) below, the
Trustee shall deposit, from its own funds on the related Remittance Date, the
amount of such Monthly Advance not made by the Servicer 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 or otherwise
with respect to such Mortgage Loan, then the Trustee shall not be obligated to
make such Monthly Advance.

            (b) Each Servicer is obligated under the applicable Servicing
Agreement to remit to the Trustee the required remittance on each Servicer
Remittance Date. If (i) a Servicer fails to remit such remittance on any
Servicer Remittance Date, and (ii) such failure is not cured by 11 a.m. (New
York Time) on the related Distribution Date, then, to the extent permitted by
the related Servicing Agreement, 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 Monthly Advances, (together with, in the case of the
Trustee, interest thereon at a rate equal to the prevailing Prime Rate plus
2.0%), shall be reimbursable to the related Servicer or the Trustee, as the case
may be, on a first priority basis from deposits to the Collection Account of
late collections, Insurance Proceeds, Liquidation Proceeds and Condemnation
Proceeds from the related Mortgage Loan as to which a Monthly 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 Monthly Advances as provided
in paragraph (a) of this Section 3.05. To the extent Monthly Advances are not
recoverable as set forth in the first sentence of this paragraph (c), the
Trustee, as the case may be, shall be entitled to recover such Monthly Advances
as provided in Section 3.01(b).

            (d) To the extent that a Servicer is required to pay penalty
interest pursuant to the Servicing Agreement, and the Trustee makes any Monthly
Advance, the Trustee in its 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 each 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 each Distribution
Date, the Trustee shall prepare a statement as to the distributions to be made
on such date (the "Distribution Statement"), based substantially on information
provided by the Servicers in the related Remittance Reports, and on each
Distribution Date, such statement will be made available at a website located at
http://www.jpmorgan.com/sfr to the Depositor and each Certificateholder, setting
forth:

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

            (b) the aggregate Scheduled Principal Balance of each pool and/or
group of Mortgage Loans;

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

            (d) [Reserved];

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

            (f) the amount of such distributions 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 aggregate amount of Servicing Fees and other fees and
expenses paid or to be paid out of the Available Distribution Amount for such
Distribution Date;

            (h) if applicable, the aggregate amount of outstanding Monthly
Advances included in such distributions, 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 Monthly
Advances included in such distributions, and the aggregate amount of Monthly
Advances reimbursed to the Trustee 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
Borrower 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 Class Principal Balance of each Class of
Certificates (and, in the case of any Certificate with no Class Principal
Balance, the notional amount of such Class) after giving effect to the
distributions 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 Borrowers, (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 Senior Percentages, the Senior Prepayment Percentages, the
Subordinate Percentages and the Subordinate Prepayment Percentages, 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) 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 Class Principal 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 make available 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 Class Principal 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 (c) 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,
upon request, 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
Servicers. To the extent received from the Servicers, the Trustee shall make the
information in each Remittance Report available to the Depositor, the Trustee or
any Certificateholder upon written request therefor. In addition, upon written
request from the Depositor or any Certificateholder (such party, the "Requesting
Party"), the Trustee shall use commercially reasonable efforts to obtain from
the Servicers and subsequently provide to the Requesting Party 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. Upon the request of the Depositor, if permitted pursuant to a Sale
Agreement or 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 (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 Class Principal Balances to The Depository
Trust Company. If and for so long as any Certificate is held by The Depository
Trust Company, on each Distribution Date, the Trustee shall give 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) 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 Class Principal Balance of each Class of Certificates to be reported
pursuant to clause (n) 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, nor shall 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 each 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 Interests of each REMIC. Unless
otherwise specified in the Trust Agreement, (a) the Regular Interests in each
REMIC will be "regular interests" for purposes of the REMIC Provisions; (b) the
Trustee will be the owner of the Regular Interests in any REMIC held by another
REMIC formed pursuant to the terms of the Trust Agreement, and such Regular
Interests 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 Class Principal 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 Class Principal 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 a certificate register in which, subject to
such reasonable regulations as it may prescribe, the Certificate Registrar 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. The Trustee may appoint any other
Person to act as Certificate Registrar hereunder.

            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 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 Junior Subordinate
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 Junior Subordinate Certificate shall, and, by acceptance of such Junior
Subordinate Certificate, does agree to, indemnify the Depositor, the Certificate
Registrar 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, the
Certificate Registrar nor the Trustee is obligated to register or qualify any
Junior Subordinate 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.
Neither the Certificate Registrar nor the Trustee shall register any transfer of
a Junior Subordinate 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"), and 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. Notwithstanding the foregoing, no QIB Certificate
shall be required in connection with the initial transfer of the Junior
Subordinate Certificates.

            The Depositor (or, upon direction of the Depositor, the Trustee,
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 Junior
Subordinate Certificate 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 Junior Subordinate
Certificate without registration thereof under the Securities Act pursuant to
the registration exemption provided by Rule 144A.

            (b) ERISA Restrictions. No Junior Subordinate Certificate or
Residual Certificate 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
or a Person that is not a Permitted Transferee (a "non-Permitted Transferee").
In addition, no Residual Certificate (including any beneficial interest therein)
may be transferred unless (i) the proposed transferee provides the Trustee or
the Certificate Registrar with a Residual Transfer Affidavit, (ii) the proposed
transferor provides the Trustee or Certificate Registrar with a certificate
substantially in the form of Exhibit G hereto, and (iii) 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 or the Certificate Registrar with an Opinion of Counsel (which shall not
be an expense of the Trustee or the Certificate Registrar, as applicable) that
the transfer will not jeopardize the REMIC status of any related REMIC). In any
event, neither the Trustee nor the Certificate Registrar shall effect any
transfer of a Residual Certificate except upon notification of such transfer to
the Trustee or the Certificate Registrar, as applicable. Notwithstanding the
fulfillment of the prerequisites described above, the Trustee or the Certificate
Registrar 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, a non-Permitted Transferee or agent
thereof (including a broker, nominee, or middleman) in contravention of the
foregoing restrictions, 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. 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 not 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 either 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 either 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. The initial Paying Agent shall be JPMorgan
Chase Bank.

                                   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 a Servicer may be terminated
pursuant to the related Servicing Agreement, the Trustee may, and shall, at the
direction of the Certificateholders holding 66% of the Voting Rights, terminate
such Servicing Agreement. The Holders of Certificates evidencing at least 66% of
the Voting Rights of Certificates affected by a Event of Default may waive such
Event of Default; provided, however, that (a) a Event of Default with respect to
any Servicer's obligation to make Monthly 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, at the direction of the Certificateholders
holding 66% of the Voting Rights, shall, concurrently with such termination,
either assume the duties of the terminated Servicer under the applicable
Servicing Agreement or appoint another servicer to enter into such Servicing
Agreement.

            Notwithstanding the foregoing, the Trustee may not terminate a
Servicer without cause. There may be a transition period of not longer than 90
days prior to the effective date of the servicing transfer to the successor
Servicer, provided, however, that during such transition period, the successor
Servicer shall use commercially reasonable efforts to perform the duties of the
Servicer in its capacity as successor Servicer.

            If the Trustee terminates a Servicer, the Trustee may name another
mortgage loan service company and such mortgage loan service company shall be
acceptable to each Rating Agency and 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 Servicing Agreement. Such
successor Servicer shall be a mortgage loan servicing institution in good
standing with Fannie Mae and Freddie Mac, 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
and the Trustee has not appointed a successor servicer (or no successor servicer
has accepted such appointment) prior to the effective date of such resignation
or termination, 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 until another successor Servicer has been
appointed and has accepted its appointment. 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 or any obligations of
the Servicer which were incurred thereunder prior to the date the Trustee
assumes the obligations of the Servicer under such 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.

            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.

            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 Servicing Agreement,
Custodial Agreement or any 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 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 any 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 a Responsible Officer of 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 Event 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, provided that any
      agent appointed by the Trustee hereunder shall be entitled to all of the
      protections of the Trustee under this Agreement including, without
      limitation, the indemnification provided for under Section 8.05 hereof;

            (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;

            (x) The Trustee shall not be deemed to have notice of any matter,
      including without limitation any Event of Default, unless one of its
      Responsible 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 Monthly 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
      Monthly Advances pursuant hereto or as successor servicer under any
      Servicing Agreement 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 a 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 any Collection Account or the Certificate Account other than any funds held
by or on behalf of the Trustee in accordance with Section 3.01 or as owner of
the Regular Interests of any REMIC.

            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 Investment Income
(as set forth in Section 3.01(f)) (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 and
disbursements 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) so long as such expenses constitute
"unanticipated expenses" within the meaning of Treasury Regulation Section
1.860G-1(b)(3)(ii), except any such expense, disbursement or advance as may
arise from its negligence, bad faith, willful misconduct or breach of contract
by the Trustee. The Trustee and any director, officer, employee or agent of the
Trustee shall be indemnified and held harmless by the Trust 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. No
trustee (including the Trustee) shall be responsible for the actions of any
co-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 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. The parties hereto and the Certificateholders hereby acknowledge that
the Trustee may delegate or assign to or subcontract with or authorize or
appoint any qualified Person to perform and carry out certain non-fiduciary
duties or obligations relating to the administration of the Trust, including the
duties and obligations of the Certificate Registrar and Paying Agent; provided,
however, in no event shall any such delegation, assignment, authorization or
appointment relieve the Trustee of its liability with regard to such duties or
obligations. Any such agent shall nevertheless be entitled to all the rights,
benefits and protections afforded to the Trustee under Article VIII, to the
extent assigned to any such agent by the Trustee.

            Section 8.13 Representations 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 Servicer (or other party) designated
in Section 4.03 of the Trust Agreement 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 Servicer (or other
party) designated in Section 4.03 of the Trust Agreement 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 Servicer 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 Class Principal Balance, the outstanding
Class Principal Balance thereof, plus interest thereon through the last day of
the month preceding the month in which the Distribution Date fixed for
termination occurs 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 each REMIC, including but not limited to any professional
fees or expenses related to audits or any administrative or judicial proceedings
with respect to such REMIC that involve the Internal Revenue Service or state
tax authorities, but only to the extent that (i) such expenses are ordinary or
routine expenses, including expenses of a routine audit but not expenses of
litigation (except as described in (ii)); or (ii) such expenses or liabilities
(including taxes and penalties) are attributable to the negligence or willful
misconduct of the Trustee in fulfilling its duties hereunder (including its
duties as tax return preparer). The Trustee shall be entitled to reimbursement
of the expenses to the extent provided in clause (i)above from the Trustee
Account, but only to the extent such expenses are "unanticipated expenses" for
purposes of Treasury Regulation Section 1.860G-1(b)(3)(ii).

            (c) The Trustee shall prepare any necessary forms for election as
well as all of the Trust's and each REMIC's federal and any appropriate state
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 shall act as the Tax Matters Person of each REMIC as
agent of the holder of the largest Percentage Interest in the related Residual
Certificates and shall perform various tax administration functions of each
REMIC as set forth in this Section. If the Trustee 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.

            (i) The Tax Matters Person shall apply for an employer
identification number with the Internal Revenue Service via a Form SS-4 or other
comparable method for each REMIC. In connection with the foregoing, the Tax
Matters Person shall provide the name and address of the person who can be
contacted to obtain information required to be reported to the holders of
Regular Interests in each REMIC as required by IRS Form 8811.

            Section 10.02 Prohibited Activities. Except as otherwise provided in
the Trust Agreement, none of the Depositor, the Trustee, the Servicers or the
Holders of the Residual Certificates 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 REMIC I 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 REMIC I 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;

            (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 and any
associated cost imposed on the Trust pursuant to Code section 860F(a)(1) or
860G(d) as a result of the Trust engaging in such activities and indemnify the
Trust for such amounts.

                                   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,
(d) conform the terms of this Agreement to the terms described in the Prospectus
dated March 24, 2004, together with the Prospectus Supplement thereto dated
April 27, 2004, or (e) 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 51% 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 Custodian, on behalf of the
Trustee, at the expense of the Trust, 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 Custodian) 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 Countrywide Servicing. The Trust shall indemnify and
hold harmless Countrywide Servicing against any and all claims, penalties,
fines, forfeitures, damages, liabilities, losses and expenses, including
reasonable attorneys' fees that Countrywide Servicing may sustain as a result of
any act or omission under the related Servicing Agreement on the part of the
Trust (except to the extent such error or omission was caused by the negligence
or willful misconduct of the Trustee, in which case the Trustee shall be liable
for such loss).

            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 addresses, telecopy numbers or email addresses set
forth in the Trust Agreement. 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, the REMIC I Distribution
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 Custodian, on behalf of 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. (a) 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 of the Collection Account,
      Reserve Fund, REMIC I Distribution Account or Certificate Account; and

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

            (b) The Trustee shall promptly make available, through a website
located at http://www.jpmorgan.com/sfr, 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 April 1, 2004, between GS Mortgage
            Securities Corp., as Depositor and JPMorgan Chase Bank, as
            Trustee of GSR Mortgage Loan Trust 2004-5, and as Custodian

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 (e) of the definition of Trustee Mortgage Loan
File are in its possession; (ii) all documents required to be delivered to it
pursuant to clause (f) 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 (g) 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.



<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 B

                           FORM OF FINAL CERTIFICATION

                                                                          [Date]

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

            Trust Agreement, dated as of April 1, 2004, between GS Mortgage
            Securities Corp., as Depositor and JPMorgan Chase Bank, as
            Trustee of GSR Mortgage Loan Trust 2004-5, and as Custodian

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 (e) of the
definition of Trustee Mortgage Loan File are in its possession, (ii) all
documents required to be delivered to it pursuant to clause (f) 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 (g) 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
4 New York Plaza, 6th Floor
New York, New York 10004


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

      Re:   GS Mortgage Securities Corp., Depositor GSR Mortgage Loan Trust
            2004-5 Pass-Through Certificates, Series 2004-5 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 Circular dated April 30,
      2004 (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 April 1,
2004, which incorporates by reference the Standard Terms thereto (April 2004
Edition) among GS Mortgage Securities Corp. and the Trustee.

                                       Sincerely,

                                       [Name of Transferee]


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



<PAGE>


                                                                       Exhibit D

                                   [Reserved]



<PAGE>


                                                                       Exhibit E

                         FORM OF BENEFIT PLAN AFFIDAVIT


      Re:   GS Mortgage Securities Corp., as Depositor GSR Mortgage Loan Trust
            2004-5 (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. (a) The Transferee understands that the Class B4, Class B5 and
Class B6 Certificates will bear the following legend:

            THIS CERTIFICATE MAY NOT BE PURCHASED BY A TRANSFEREE
            THAT IS OR IS ACTING ON BEHALF OF OR INVESTING THE
            ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN OR OTHER
            RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL
            RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT
            TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
            1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE
            INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
            "CODE") (EACH, A "PLAN"), OR A GOVERNMENTAL PLAN AS
            DEFINED IN SECTION 3(32) OF ERISA THAT IS SUBJECT TO
            ANY ESSENTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW
            (A "SIMILAR LAW"), OTHER THAN AN INSURANCE COMPANY
            USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER
            CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE
            SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH
            INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A
            NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING
            OF SECTION 406 OR 407 OF ERISA, SECTION 4975 OF THE
            CODE, OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER
            ANY SIMILAR LAW.

(b)   The Transferee understands that the Class R Certificates will bear the
      following legend:

            THIS CERTIFICATE 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 A GOVERNMENTAL PLAN AS
            DESCRIBED IN SECTION 3(32) OF ERISA SUBJECT TO ANY
            FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
            MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF
            ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF
            ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO
            ACQUIRE THIS CERTIFICATE (A "PLAN INVESTOR").

            4. The Transferee either

(a)   is not 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 a governmental plan as described in Section
      3(32) of ERISA subject to any federal, state or local law ("Similar Law")
      materially similar to the foregoing provisions of ERISA or the Code, or
      any person acting on behalf of any such plan or using the assets of such
      plan to acquire this Certificate; or

(b)   in the case of the Class B4, Class B5 or Class B6 Certificates, is an
      insurance company using the assets of its general account under
      circumstances whereby such purchase and the subsequent holding of such
      Certificates by such insurance company would not constitute or result in a
      non-exempt prohibited transaction within the meaning of Section 406 or 407
      of ERISA, Section 4975 of the Code, or a materially similar
      characterization under any Similar Law.

            Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to such terms in the Trust Agreement, dated as of April 1,
2004, which incorporates by reference the Standard Terms thereto (April 2004
Edition), among GS Mortgage Securities Corp. and the Trustee.



<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

                           RESIDUAL TRANSFER AFFIDAVIT

                                GSR Trust 2004-5,
                       Mortgage Pass-Through Certificates


STATE OF                )
                        ) ss.:
COUNTY OF               )

            The undersigned, being first duly sworn, deposes and says as
follows:

            1. The undersigned is an officer of ___________________, the
proposed transferee (the "Transferee") of an Ownership Interest in a Residual
Certificate (the "Certificate") issued pursuant to the Trust Agreement, dated
April 1, 2004 (the "Trust Agreement") and the Standard Terms to Trust Agreement,
dated as of April 1, 2004 (the "Standard Terms," and together with the Trust
Agreement, the "Agreement"), each between GS Mortgage Securities Corp., as
depositor (the "Depositor") and JPMorgan Chase Bank, as trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Agreement. The Transferee has authorized the undersigned to
make this affidavit on behalf of the Transferee for the benefit of the Depositor
and the Trustee.

            2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate for its own account. The Transferee has no
knowledge that any such affidavit is false.

            3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

            4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)

            5. The Transferee has reviewed the provisions of Section 5.05 of the
Standard Terms and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.05 of the Standard Terms and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

            6. The Transferee agrees to require a Residual Transfer Affidavit
from any Person to whom the Transferee attempts to Transfer its Ownership
Interest in the Certificate, and in connection with any Transfer by a Person for
whom the Transferee is acting as nominee, trustee or agent, and the Transferee
will not Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit G to the Standard Terms to the effect that such
Transferee has no actual knowledge that the Person to which the Transfer is to
be made is not a Permitted Transferee.

            7. The Transferee has historically paid its debts as they have come
due, intends to pay its debts as they come due in the future, and understands
that the taxes payable with respect to the Certificate may exceed the cash flow
with respect thereto in some or all periods and intends to pay such taxes as
they become due. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate.

            8. The Transferee's taxpayer identification number is __________.

            9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30) or is not a U.S. Person and has furnished the Transferor and the
Trustee with a duly completed Internal Revenue Service Form W-8ECI or any
applicable successor form..

            10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
Regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.

            11. The Transferee will not cause income from the Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other U.S.
person.

            12. Check one of the following:

            [ ] The present value of the anticipated tax liabilities associated
with holding the Certificate, as applicable, does not exceed the sum of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Certificate;

            (ii)  the present value of the expected future distributions on such
                  Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Certificate as the related REMIC generates
                  losses.

            For purposes of this calculation, (i) the Transferee is assumed to
pay tax at the highest rate currently specified in Section 11(b) of the Code
(but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Transferee has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.

            [ ] The transfer of the Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from the Certificate will only be taxed in the
                  United States;

            (ii)  at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Certificate only to another
                  "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations; and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Certificate based on reasonable market assumptions
                  (including, but not limited to, borrowing and investment
                  rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith.

            [ ] None of the above.



<PAGE>


            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer, this day of , 20 .


                                       ----------------------------------------
                                       Print Name of Transferee


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

            Personally appeared before me the above-named __________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the ___________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.

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



                                       ----------------------------------------
                                       NOTARY PUBLIC

                                       My Commission expires the ___ day
                                       of _________, 20__



<PAGE>


                                                                       Exhibit G

                             TRANSFEROR CERTIFICATE

                                                                __________, 20__

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

JPMorgan Chase Bank,
  as Trustee
4 New York Plaza, 6th Floor
New York, New York 10004

      Re:   GSR Trust, 2004-5, Mortgage Pass-Through Certificates, Class [___]
            ------------------------------------------------------------------

Ladies and Gentlemen:

            In connection with our disposition of the above Certificates we
certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act and
(c) to the extent we are disposing of a Residual Certificate, (A) we have no
knowledge the Transferee is not a Permitted Transferee and (B) after conducting
a reasonable investigation of the financial condition of the Transferee, we have
no knowledge and no reason to believe that the Transferee will not pay all taxes
with respect to the Residual Certificates as they become due and (C) we have no
reason to believe that the statements made in paragraphs 7, 10 and 11 of the
Transferee's Residual Transfer Affidavit are false.

                                       Very truly yours,


                                       ----------------------------------------
                                       Print Name of Transferor


                                       By:
                                          -------------------------------------
                                       Authorized Officer



<PAGE>


                                                                       Exhibit H

      FORM OF CERTIFICATION TO BE PROVIDED TO THE DEPOSITOR BY THE TRUSTEE

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

      Re:   GS Mortgage Securities Corp., Depositor GSR Mortgage Loan Trust
            2004-5 (the "Trust")
            ---------------------------------------------------------------

            Reference is made to the Trust Agreement, dated as of April 1, 2004
(the "Trust Agreement"), between GS Mortgage Securities Corp., as depositor (the
"Depositor") and JPMorgan Chase Bank, as trustee (the "Trustee"). The Trustee
hereby certifies to the Depositor, and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification,
that:

                  (i) The Trustee has reviewed the annual report on Form 10-K
            for the fiscal year [__], and all reports on Form 8-K containing
            distribution reports filed in respect of periods included in the
            year covered by that annual report, relating to the above-referenced
            trust;

                  (ii) Subject to paragraph (iv), the distribution information
            in the distribution reports contained in all Monthly Form 8-K's
            included in the year covered by the annual report on Form 10-K for
            the calendar year [___], taken as a whole, does not contain any
            untrue statement of a material fact or omit to state a material fact
            required by the Trust Agreement to be included therein and necessary
            to make the statements made, in light of the circumstances under
            which such statements were made, not misleading as of the last day
            of the period covered by that annual report;

                  (iii) The distribution information required to be provided by
            the Trustee under the Trust Agreement is included in these reports.

                  (iv) In compiling the distribution information and making the
            foregoing certifications, the Trustee has relied upon information
            furnished to it by the Servicers under the Trust Agreement. The
            Trustee shall have no responsibility or liability for any inaccuracy
            in such reports resulting from information so provided by the
            Servicers.



<PAGE>


Date:


                                       JPMorgan Chase Bank,
                                          as Trustee


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



<PAGE>


                                   SCHEDULE I

                                BOND LEVEL REPORT


                    (Available upon request to the Depositor)

<PAGE>


                                   SCHEDULE II

                                LOAN LEVEL REPORT


                    (Available upon request to the Depositor)

<PAGE>


                                 SCHEDULE III

                              REMITTANCE REPORT


<TABLE>
<CAPTION>

                                                                                                                PIF
                                                                         Servicer            Investor           Principal
Data Field                Investor ID           Category ID              loan number         Loan #             Amount
----------                -----------           -----------              -----------         ------             ------
<S>                       <C>                   <C>                      <C>                 <C>                <C>
Format                    Number (no decimals)  Number (no decimals)     Number (no          Number (no         Number (two
                                                                         decimals)           decimals)          decimals)
Description               ID number used by     ID number used by your   Servicer Loan       Loan number used   Paid-in-full
                          your company for      company for the          Number - loan       by Investor        principal
                          the investor          specific deal.           number used at                         balance amount
                                                                         your company.

Example:                  1000                  2                        1234                56789              0.00

<CAPTION>

                                                                  Beginning
                          PIF Net                                 scheduled
Data Field                Interest Paid      PIF date             note rate              Ending note rate
----------                -------------      --------             ---------              ----------------
<S>                       <C>                <C>                  <C>                    <C>
Format                    Number (two        Date (mm/dd/yy)      Number (seven          Number (seven decimals)
                          decimals)          format               Decimals)

Description               Net interest       Enter the date the   Beginning scheduled    Ending scheduled loan
                          paid the loan      loan was             note rate before the   note rate after
                          was paid-in-full   paid-in-full.        servicer's monthly     servicer's monthly
                                             Leave blank if no    activity.  Can be      activity (sch/sch) or
                                             PIF transaction.     blank for act/act      the ending actual loan
                                                                  pools.                 note rate after
                                                                                         servicer's activity
                                                                                         (act/act).

Example:                  0.00                                    0.0887500              0.0887500

<CAPTION>

                          Beginning
                          schedule                   Ending
Data Field                service fee                service fee
----------                -----------                -----------
<S>                       <C>                        <C>
Format                    Number (seven decimals)    Number (seven
                                                     decimals)

Description               Beginning scheduled        Ending schedul
                          servicer service fee       servicer servi
                          rate before the            fee rate after
                          servicer's monthly         servicer's mon
                          activity.  Can be blank    activity.
                          for act/act pools.



Example:                  0.0025000                  0.0025000
</TABLE>


<TABLE>
<CAPTION>

Ending            Beginning                        Beginning       Ending                       Ending
due               schedule        Ending           security        security       Ending        100%         Principal
date              100% P&I        100% P&I         balance         balance        part UPB      UPB          remitted
----              --------        --------         -------         -------        --------      ---          --------
<S>               <C>             <C>              <C>             <C>            <C>           <C>          <C>
Date (mm/dd/yy)   Number (two     Number (two      Number (two     Number (two    Number (two   Number (two  Number (two
format            decimals)       decimals)        decimals)       decimals)      decimals)     decimals)    decimals)

Ending actual     Beginning       Ending 100%      (Sch/Sch)       (Sch/Sch)      Ending        Ending 100%  (Sch/Sch) --- Add
loan due date     scheduled 100%  scheduled        beginning       Ending         actual        actual       scheduled
                  monthly         monthly loan     scheduled       scheduled      participation principal    principal +
                  payment amount  payment amount   balance.        balance.       loan          balance      Curtailments +
                  before the      after            (Act/Act)       (Act/Act)      principal     after        payoff/liquidation
                  servicer's      servicer's       beginning 100%  Ending 100%    balance       servicer's   amount (Act/Act)
                  monthly         monthly          Actual balance  Actual         after         monthly      --- Add actual
                  activity.  Can  activity         or the          balance or     servicer's    activity.    principal +
                  be blank for    (sch/sch) or     beginning       the ending     monthly                    curtailments +
                  act/act pools.  the ending 100%  participation   participation  activity.                  payoff/liquidation
                                  actual monthly   Actual balance  Actual                                    amounts.
                                  loan payment     for             balance for
                                  amount after     participation   participation
                                  servicer's       loans.          loans.
                                  activity
                                  (act/act).

07/01/02          4475.51         4475.51          557866.38       557516.76      557866.38     557866.38    349.62

<CAPTION>

Ending
due               Interest
date              remitted             Principal         Curtailment
----              --------             ---------         -----------
<S>               <C>                  <C>               <C>
Date (mm/dd/yy)   Number (two          Number (two       Number (two
format            decimals)            decimals)         decimals)

Ending actual     For Sch/Sch          (Sch/Sch)         Curtailment
laon due date     loans, enter             ---           amount
                  the scheduled        scheduled
                  net interest         principal
                  amount               (Act/Act)
                  remitted.  For       ---  actual
                  Act/Act loans,       principal
                  enter the net        paid
                  interest amount
                  remitted.  Net
                  Interest should
                  equal the Gross
                  Interest Amount
                  minus Service
                  Fee Amount.

07/01/02          4009.67               349.62            0.00
</TABLE>