Exhibit 4.1


                     GS MORTGAGE SECURITIES CORPORATION II,
                                   Depositor,

                    ----------------------------------------,
                                Master Servicer,

                      -----------------------------------,
                                Special Servicer,

                                       and

                       ----------------------------------,
                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT
                          Dated as of _________, _____

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

                  Commercial Mortgage Pass-Through Certificates

                                 Series 200_-___

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01   Defined Terms.................................................4
Section 1.02   Certain Calculations.........................................63
Section 1.03   Certain Constructions........................................65

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01   Conveyance of Mortgage Loans.................................65
Section 2.02   Acceptance by Custodian and the Trustee......................69
Section 2.03   Mortgage Loan Sellers' Repurchase or Substitution of
               Mortgage Loans for Document Defects in Mortgage Files
               and Breaches of Representations and Warranties...............73
Section 2.04   Representations, Warranties and Covenants of the Master
               Servicer.....................................................76
Section 2.05   Representations, Warranties and Covenants of the
               Special Servicer.............................................78
Section 2.06   Execution and Delivery of Certificates; Issuance of
               Lower-Tier Regular Interests.................................79
Section 2.07   Miscellaneous REMIC and Grantor Trust Provisions.............80

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

Section 3.01   Master Servicer to Act as Master Servicer;
               Administration of the Mortgage Loans.........................80
Section 3.02   Liability of the Master Servicer and Special Servicer........83
Section 3.03   Collection of Certain Mortgage Loan Payments.................83
Section 3.04   Collection of Taxes, Assessments and Similar Items;
               Escrow Accounts..............................................83
Section 3.05   Collection Account; Upper-Tier Distribution Account;
               Lower-Tier Distribution Account; Excess Liquidation
               Proceeds Reserve Account; Excess Interest Distribution
               Account......................................................85
Section 3.06   Permitted Withdrawals from the Collection Account............87


                                      -i-


<PAGE>

Section 3.07   Investment of Funds in the Collection Account, the REO
               Account, the Interest Reserve Account, the Mortgagor
               Accounts, the Excess Liquidation Proceeds Reserve
               Account and Other Accounts...................................89
Section 3.08   Maintenance of Insurance Policies and Errors and
               Omissions and Fidelity Coverage..............................91
Section 3.09   Enforcement of Due-On-Sale Clauses; Assumption
               Agreements; Defeasance Provisions............................95
Section 3.10   Realization Upon Defaulted Mortgage Loans....................98
Section 3.11   Trustee to Cooperate; Release of Mortgage Files.............101
Section 3.12   Servicing Fees and Special Servicing Compensation...........102
Section 3.13   Compensating Interest Payments..............................104
Section 3.14   Annual Statement as to Compliance...........................105
Section 3.15   Annual Independent Public Accountants' Servicing Report.....105
Section 3.16   Access to Certain Documentation.............................106
Section 3.17   Title and Management of REO Properties......................106
Section 3.18   Sale of Defaulted Mortgage Loans and REO Properties.........109
Section 3.19   Additional Obligations of the Master Servicer;
               Inspections.................................................114
Section 3.20   Reports to the Securities and Exchange Commission;
               Available Information.......................................114
Section 3.21   Lock-Box Accounts, Escrow Accounts..........................116
Section 3.22   Property Advances...........................................116
Section 3.23   Appointment of Special Servicer.............................117
Section 3.24   Transfer of Servicing Between Master Servicer and
               Special Servicer; Record Keeping............................118
Section 3.25   Interest Reserve Account....................................119
Section 3.26   Controlling Class Approvals.................................120
Section 3.27   Modifications, Waivers and Amendments.......................121
Section 3.28   Companion Paying Agent......................................127
Section 3.29   Companion Register..........................................128
Section 3.30   Additional Obligations with Respect to Certain Mortgage
               Loans.......................................................128

                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01   Distributions...............................................129
Section 4.02   Statements to Certificateholders; Certain Reports by the
               Master .Servicer and the Special Servicer...................140
Section 4.03   Compliance with Withholding Requirements....................148
Section 4.04   REMIC Compliance............................................148
Section 4.05   Imposition of Tax on the Trust Fund.........................150
Section 4.06   Remittances; P&I Advances...................................151
Section 4.07   Grantor Trust Reporting.....................................153


                                      -ii-

<PAGE>

                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01   The Certificates............................................153
Section 5.02   Registration, Transfer and Exchange of Certificates.........158
Section 5.03   Mutilated, Destroyed, Lost or Stolen Certificates...........168
Section 5.04   Appointment of Paying Agent.................................168
Section 5.05   Access to Certificateholders' Names and Addresses...........169
Section 5.06   Actions of Certificateholders...............................169
Section 5.07   Authenticating Agent........................................169
Section 5.08   Appointment of Custodians...................................170

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

Section 6.01   Liability of the Depositor, the Master Servicer and the
               Special Servicer............................................171
Section 6.02   Merger or Consolidation of the Master Servicer and the
               Special Servicer............................................171
Section 6.03   Limitation on Liability of the Depositor, the Master
               Servicer and Others.........................................171
Section 6.04   Limitation on Resignation of the Master Servicer or
               Special Servicer............................................172
Section 6.05   Rights of the Depositor and the Trustee in Respect of
               the Master Servicer and Special Servicer....................173
Section 6.06   Master Servicer or Special Servicer as Owner of a
               Certificate.................................................174

                                   ARTICLE VII

                                     DEFAULT

Section 7.01   Events of Default...........................................175
Section 7.02   Trustee to Act; Appointment of Successor....................177
Section 7.03   Notification to Certificateholders..........................179
Section 7.04   Other Remedies of Trustee...................................179
Section 7.05   Waiver of Past Events of Default; Termination...............179

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

Section 8.01   Duties of Trustee...........................................180
Section 8.02   Certain Matters Affecting the Trustee.......................182
Section 8.03   Trustee Not Liable for Certificates or Mortgage Loans.......183
Section 8.04   Trustee May Own Certificates................................185


                                     -iii-
<PAGE>

Section 8.05   Payment of Trustee Fees and Expenses; Indemnification.......185
Section 8.06   Eligibility Requirements for Trustee........................186
Section 8.07   Resignation and Removal of the Trustee......................187
Section 8.08   Successor Trustee...........................................188
Section 8.09   Merger or Consolidation of Trustee..........................188
Section 8.10   Appointment of Co-Trustee or Separate Trustee...............189
Section 8.11   Controlling Certificateholders and Controlling Class
                Representative.............................................190

                                   ARTICLE IX

                 TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE

Section 9.01   Termination; Optional Mortgage Loan Purchase................191

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.01  Counterparts................................................195
Section 10.02  Limitation on Rights of Certificateholders..................195
Section 10.03  Governing Law...............................................196
Section 10.04  Notices.....................................................196
Section 10.05  Severability of Provisions..................................197
Section 10.06  Notice to the Depositor and Each Rating Agency..............197
Section 10.07  Amendment...................................................198
Section 10.08  Confirmation of Intent......................................200
Section 10.09  No Intended Third-Party Beneficiaries.......................201
Section 10.10  Request by Certificateholders...............................201


                                      -iv-
<PAGE>

                                TABLE OF EXHIBITS

Exhibit A-1       Form of [Class A-1] Certificate

Exhibit A-2       Form of [Class A-2] Certificate

Exhibit A-3       Form of [Class A-3] Certificate

Exhibit A-4       Form of [Class X-1] Certificate

Exhibit A-5       Form of [Class X-2] Certificate

Exhibit A-6       Form of [Class B] Certificate

Exhibit A-7       Form of [Class C] Certificate

Exhibit A-8       Form of [Class D] Certificate

Exhibit A-9       Form of [Class E] Certificate

Exhibit A-10      Form of [Class F] Certificate

Exhibit A-11      Form of [Class G] Certificate

Exhibit A-12      Form of [Class H] Certificate

Exhibit A-13      Form of [Class J] Certificate

Exhibit A-14      Form of [Class K] Certificate

Exhibit A-15      Form of [Class L] Certificate

Exhibit A-16      Form of [Class M] Certificate

Exhibit A-17      Form of [Class N] Certificate

Exhibit A-18      Form of [Class O] Certificate

Exhibit A-19      Form of [Class P] Certificate

Exhibit A-20      Form of [Class S] Certificate

Exhibit A-21      Form of [Class LR] Certificate

Exhibit A-22      Form of [Class R] Certificate

Exhibit B         Mortgage Loan Schedule

Exhibit C-1       Form of Transferee Affidavit

Exhibit C-2       Form of Transferor Letter

Exhibit D-1       Form of Investment Representation Letter

Exhibit D-2       Form of ERISA Representation Letter

Exhibit E         Form of Request for Release

Exhibit F         Securities Legend

Exhibit G         Distribution Date Statement


                                      -v-
<PAGE>

Exhibit H         Methodology to Normalize Net Operating Income and Debt
                     Service Coverage Ratio

Exhibit I-1       Form of Regulation S Transfer Certificate for Transfers
                     during Restricted Period

Exhibit I-2       Form of Regulation S Transfer Certificate for Transfers
                     after Restricted Period

Exhibit J         Form of Transfer Certificate for Exchange or Transfer from
                     Rule 144A Global Certificate to Regulation S Global
                     Certificate during the Restricted Period

Exhibit K         Form of Transfer Certificate for Exchange or Transfer from
                     Rule 144A Global Certificate to Regulation S Global
                     Certificate after the Restricted Period

Exhibit L         Form of Transfer Certificate for Exchange or Transfer from
                     Regulation S Global Certificate to Rule 144A Global
                     Certificate during the Restricted Period

Exhibit M         Form of Transfer Certificate for Regulation S Global
                      Certificate during Restricted Period

Exhibit N         Form of Certification Accompanying Form 10-K

Exhibit O-1       Form of Investor Certification

Exhibit O-2       Form of Confidentiality Agreement

Exhibit P         Form of Back-Up Certification Accompanying Form 10-K

Exhibit Q         Initial Companion Holders

Exhibit R         Trustee Certification/Exception Report

Schedule I        Additional Servicing Fee Schedule

Schedule II       Broker Strip Loans

Schedule III      Strip Calculation Schedule


                                      -vi-
<PAGE>


            Pooling and Servicing Agreement, dated as of _______, 20__, among GS
Mortgage Securities Corporation II, as Depositor, ______________________, as
Master Servicer, ______________________, as Special Servicer, and
______________________, as Trustee.

                             PRELIMINARY STATEMENT:

                 (Terms used but not defined in this Preliminary
                        Statement shall have the meanings
                         specified in Article I hereof)

            The Depositor intends to sell pass-through certificates to be issued
hereunder in multiple classes which in the aggregate will evidence the entire
beneficial ownership interest in the Trust Fund consisting primarily of the
Mortgage Loans. As provided herein, the Trustee will elect that designated
portions of the Trust Fund, exclusive of the Excess Interest and the Excess
Interest Distribution Account (such portion of the Trust Fund, the "Trust
REMICs"), be treated for federal income tax purposes as two separate real estate
mortgage investment conduits (each, a "REMIC" or, in the alternative, the
"Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively). The [Class A-1],
[Class A-2], [Class A-3], [Class X-1], [Class X-2], [Class B], [Class C], [Class
D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class K], [Class L],
[Class M], [Class N], [Class O], [Class P] and [Class S] Certificates (other
than the right of the [Class S] Certificates to receive Excess Interest)
represent "regular interests" in the Upper-Tier REMIC. The [Class R]
Certificates constitute the sole class of "residual interests" in the Upper-Tier
REMIC for purposes of the REMIC Provisions. The [Class LR] Certificates
constitute the sole class of "residual interests" in the Lower-Tier REMIC for
purposes of the REMIC Provisions. There are also thirty-five classes of
uncertificated Lower-Tier Regular Interests issued under this Agreement (the
[Class LA-1-1], [Class LA-1-2], [Class LA-1-3], [Class LA-2-1], [Class LA-2-2],
[Class LA-2-3], [Class LA-2-4], [Class LA-3-1], [Class LA-3-2], [Class LB],
[Class LC-1], [Class LC-2], [Class LD-1], [Class LD-2], [Class LD-3], [Class
LE-1], [Class LE-2], [Class LF-1], [Class LF-2], [Class LG-1], [Class LG-2],
[Class LH], [Class LJ-1], [Class LJ-2], [Class LK], [Class LL], [Class LM],
[Class LN], [Class LO], [Class LP] and [Class LS] Interests), each of which will
constitute a regular interest in the Lower-Tier REMIC. All such Lower-Tier
Regular Interests will be held by the Trustee as assets of the Upper-Tier REMIC.
The parties intend that the portions of the Trust Fund representing assets of
the Grantor Trust, including the Excess Interest and the Excess Interest
Distribution Account will be treated as a grantor trust under Subpart E of Part
1 of Subchapter J of the Code, that the [Class S] Certificates represent
undivided beneficial interests in the portion of the Trust Fund consisting of
the Excess Interest and the Excess Interest Distribution Account.

                               UPPER -- TIER REMIC

            The [Class A-1], [Class A-2], [Class A-3], [Class B], [Class C],
[Class D], [Class E][, Class F], [Class G], [Class H], [Class J], [Class K],
[Class L], [Class M], [Class N], [Class P], [Class S] (exclusive of the right to
receive Excess Interest), [Class X-1] and [Class X-2] Certificates will evidence
"regular interests" in the Upper-Tier REMIC created hereunder.


<PAGE>

The sole Class of "residual interests" in the Upper-Tier REMIC created hereunder
will be evidenced by the [Class R] Certificates.

            The following table sets forth the designation, the pass-through
rate (the "Pass-Through Rate"), the aggregate initial principal amount (the
"Original Certificate Balance") or Notional Amount ("Original Notional Amount"),
as applicable, and the initial ratings given each Class by the Rating Agencies
(the "Original Ratings") for each Class of Certificates comprising the interests
in the Upper-Tier REMIC created hereunder:

<TABLE>
<CAPTION>

        Related                Pass-Through Rate                    Original                Original Ratings
      Certificate                 (per annum)                 Certificate Balance             (___/___)(1)
-------------------          ---------------------          ----------------------         ------------------
<S>                          <C>                            <C>                            <C>
[Class A-1]                           %                                $
[Class A-2]                          %                                 $
[Class A-3]                          %                                 $
[Class B]                            %                                 $
[Class C]                            %                                 $
[Class D]                             %(2)                             $
[Class E]                             %(2)                             $
[Class F]                             %(2)                             $
[Class G]                             %(2)                             $
[Class H]                             %(2)                             $
[Class J]                             %(2)                             $
[Class K]                             %(2)                             $
[Class L]                             %(2)                             $
[Class M]                             %(2)                             $
[Class N]                             %(2)                             $
[Class O]                             %(2)                             $
[Class P]                             %(2)                             $
[Class S]                             %(2)                             $
[Class X-1]                          (3)                                $(4)
[Class X-2]                          (3)                                $(4)
[Class R]                             None                         None (5)
</TABLE>

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

(1)   The Certificates marked with an asterisk have not been rated by the
      applicable Rating Agency.

(2)   The Pass-Through Rate for any Distribution Date for the [Class D], [Class
      E], [Class F], [Class G], [Class H], [Class J], [Class K], [Class L],
      [Class M], [Class N], [Class O], [Class P] and [Class S] Certificates will
      be subject to a WAC Cap.

(3)   The Pass-Through Rates for each of the [Class X-1] and [Class X-2]
      Certificates will be calculated in accordance with the related definitions
      of "[Class X-1] Pass-Through Rate" and "[Class X-2] Pass-Through Rate," as
      applicable.

(4)   The [Class X-1] and [Class X-2] Certificates will not have a Certificate
      Balance; rather, each such Class of Certificates will accrue interest as
      provided herein on the related [Class X-1] Notional Amount and [Class X-2]
      Notional Amount, as applicable.

(5)   The [Class R] Certificates do not have a Certificate Balance or Notional
      Amount, do not bear interest and will not be entitled to distributions of
      Yield Maintenance Charges. Any Available Distribution Amount remaining


                                      -2-
<PAGE>

      in the Upper-Tier Distribution Account, after all required distributions
      under this Agreement have been made to each other Class of Certificates,
      will be distributed to the Holders of the [Class R] Certificates.

            The following table sets forth the Class or Component designation,
the corresponding Lower-Tier Regular Interest (the "Corresponding Lower-Tier
Regular Interest"), the Corresponding Components of the [Class X] Certificates
and the Original Class Principal Balance for each Class of Sequential Pay
Certificates (the "Corresponding Certificates").

<TABLE>
<CAPTION>
                                                    Corresponding Lower     Original Lower-        Corresponding
      Corresponding            Original Class          -Tier Regular         Tier Principal    Components of [Class
      Certificates           Principal Balance         Interests (1)            Balance         X] Certificates (1)
-----------------------   ----------------------   ---------------------   ------------------  --------------------
<S>                       <C>                      <C>                     <C>                 <C>
[Class A-1]                          $                    [LA-1-1]                 $                [IO-A-1-1]
                                                          [LA-1-2]                 $                [IO-A-1-2]
                                                          [LA-1-3]                 $                [IO-A-1-3]
[Class A-2]                          $                    [LA-2-1]                 $                [IO-A-2-1]
                                                          [LA-2-2]                 $                [IO-A-2-2]
                                                          [LA-2-3]                 $                [IO-A-2-3]
                                                          [LA-2-4]                 $                [IO-A-2-4]
[Class A-3]                          $                    [LA-3-1]                 $                [IO-A-3-1]
                                                          [LA-3-2]                 $                [IO-A-3-2]
[Class B]                            $                      [LB]                   $                  [IO-B]
[Class C]                            $                     [LC-1]                  $                 [IO-C-1]
                                                           [LC-2]                  $                 [IO-C-2]
[Class D]                            $                     [LD-1]                  $                 [IO-D-1]
                                                           [LD-2]                  $                 [IO-D-2]
                                                           [LD-3]                  $                 [IO-D-3]
[Class E]                            $                     [LE-1]                  $                 [IO-E-1]
                                                           [LE-2]                  $                 [IO-E-2]
[Class F]                            $                     [LF-1]                  $                 [IO-F-1]
                                                           [LF-2]                  $                 [IO-F-2]
[Class G]                            $                     [LG-1]                  $                 [IO-G-1]
                                                           [LG-2]                  $                 [IO-G-2]
[Class H]                            $                      [LH]                   $                  [IO-H]
[Class J]                            $                     [LJ-1]                  $                 [IO-J-1]
                                                           [LJ-2]                  $                 [IO-J-2]
[Class K]                            $                      [LK]                   $                  [IO-K]
[Class L]                            $                      [LL]                   $                  [IO-L]
[Class M]                            $                      [LM]                   $                  [IO-M]
[Class N]                            $                      [LN]                   $                  [IO-N]
[Class O]                            $                      [LO]                   $                  [IO-O]
[Class P]                            $                      [LP]                   $                  [IO-P]
[Class S]                            $                      [LS]                   $                  [IO-S]
</TABLE>

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

(1)   The Lower-Tier Regular Interest and the Components of the [Class X]
      Certificates that correspond to any particular Class of Sequential Pay
      Certificates also correspond to each other and, accordingly, constitute
      the "Corresponding Lower-Tier Regular Interest" and the "Corresponding
      Components," respectively, with respect to each other. The interest rate
      of each Lower-Tier Regular Interest is the WAC Rate.

            The [Class R] and [Class LR] Certificates do not have Certificate
Principal Amounts or Notional Amounts. The Certificate Principal Amount of any
Class of Certificates


                                      -3-
<PAGE>

outstanding at any time represents the maximum amount which holders thereof are
entitled to receive as distributions allocable to principal from the cash flow
on the Mortgage Loans and the other assets in the Trust Fund; provided, however,
that in the event that amounts previously allocated as Realized Losses to a
Class of Certificates in reduction of the Certificate Principal Amount thereof
are recovered subsequent to the reduction of the Certificate Principal Amount of
such Class to zero, such Class may receive distributions in respect of such
recoveries in accordance with the priorities set forth in Section 4.01. As of
the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance
equal to $___________.

            _____ (__) mortgage loans (the "Companion Loans") are not part of
the Trust Fund but are secured by corresponding Mortgages that secure related
Mortgage Loans (each, an "AB Mortgage Loan" and, collectively, the "AB Mortgage
Loans") that are part of the Trust Fund. As and to the extent provided herein,
the Companion Loans will be serviced and administered in accordance with this
Agreement. Amounts attributable to the Companion Loans will not be assets of the
Trust Fund, and will be owned by the Companion Holders.

            In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Special Servicer and the Trustee agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms

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

            "______________ AB Mortgage Loan": That certain AB Mortgage Loan
evidenced by a note, which is an asset of the Trust Fund, secured by the
Mortgaged Property identified on the Mortgage______________

            "______________ Companion Loan": That Companion Loan evidenced by a
note, which is not an asset of the Trust Fund, secured by the Mortgaged Property
securing the ______________ AB Mortgage Loan.

            "_______________ Intercreditor Agreement": The Intercreditor
Agreement, dated as of ______________, 20__, as amended, between
__________________, as A noteholder, and __________________, as B noteholder.
The __________________ Intercreditor Agreement relates to the _______________
Loan Pair.

            "__________________ Loan Pair": The __________________ AB Mortgage
Loan, together with the __________________ Companion Loan.

            "__________________ Mortgaged Property": The property subject to the
lien of the Mortgage securing the __________________ Loan Pair.


                                      -4-
<PAGE>

            "AB Mortgage Loan": As defined in the Preliminary Statement.

            "Accountant's Statement": As defined in Section 3.15.

            "Accrued Component Interest": With respect to each Component of the
[Class X-1] or [Class X-2] Certificates for any Distribution Date, one month's
interest at the [Class X-1] Strip Rate or [Class X-2] Strip Rate applicable to
such Component for such Distribution Date, accrued on the Component Notional
Amount of such Component outstanding immediately prior to such Distribution
Date. Accrued Component Interest shall be calculated on a 30/360 Basis and, with
respect to any Component and any Distribution Date, shall be deemed to accrue
during the calendar month preceding the month in which such Distribution Date
occurs.

            "Act": The Securities Act of 1933, as it may be amended from time to
time.

            "Additional Servicing Fee": With respect to each Additional
Servicing Fee Mortgage Loan, the fee provided for in the Designated Sub-Servicer
Agreement (which may be comprised of a designated sub-servicing fee and an
additional sub-servicing fee) that accrues at the rate per annum set forth on
the Additional Servicing Fee Schedule.

            "Additional Servicing Fee Schedule": Schedule I hereto.

            "Additional Servicing Fee Mortgage Loans": The Mortgage Loans
secured by and any successor REO Mortgage Loans relating to those Mortgaged
Properties identified on the Additional Servicing Fee Schedule.

            "Additional Trust Fund Expenses": (i) Special Servicing Fees,
Workout Fees and Liquidation Fees, (ii) interest in respect of unreimbursed
Advances to the extent not covered by Default Interest and late payment fees,
(iii) the cost of various default-related or unanticipated Opinions of Counsel
required or permitted to be obtained in connection with the servicing of the
Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated,
non-Mortgage Loan specific expenses of the Trust Fund, including indemnities and
expense reimbursements to the Trustee, indemnities and expense reimbursements to
the Master Servicer, the Special Servicer and the Depositor and federal, state
and local taxes, and tax-related expenses, specifically payable out of the Trust
Fund and (v) any other default-related or unanticipated expense of the Trust
Fund not specifically included in the calculation of Realized Loss for which
there is no corresponding collection from a Mortgagor.

            "Administrative Cost Rate": As of any date of determination, a rate
equal to the sum of the Servicing Fee Rate and the Trustee Fee Rate.

            "Advance": Any P&I Advance or Property Advance.

            "Advance Interest Amount": Interest at the Advance Rate on the
aggregate amount of P&I Advances and Property Advances for which the Master
Servicer or the Trustee, as applicable, have not been reimbursed for the number
of days from the date on which such Advance was made through, but not including,
the date of reimbursement of the related Advance or other such amount, less any
amount of interest previously paid on such Advance.


                                      -5-
<PAGE>

            "Advance Interest Reconciliation Report": A report prepared by the
Master Servicer on a monthly basis, detailing and reconciling on a loan by loan
basis, all P&I Advances, all Property Advances, all Additional Trust Fund
Expenses, all interest on Advances and all Penalty Charges collected. Such
report shall be delivered to the Special Servicer on the Master Servicer
Remittance Date in each month.

            "Advance Rate": A per annum rate equal to the Prime Rate (as most
recently published in the "Money Rates" section of The Wall Street Journal, New
York edition, on or before the related Record Date), compounded annually, as of
each Master Servicer Remittance Date.

            "Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. The Trustee may obtain
and rely on an Officers' Certificate of the Master Servicer, the Special
Servicer or the Depositor to determine whether any Person is an Affiliate of
such party.

            "Agent Member": Members of, or participants in, the Depository.

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

            "Allocated Loan Amount": With respect to each Mortgaged Property as
of any date of determination, the portion of the principal balance of the
related Mortgage Loan then allocated to such Mortgaged Property in accordance
with the terms of the applicable Mortgage or Loan Agreement and subject to the
terms of this Agreement.

            "Anticipated Repayment Date": With respect to any ARD Loan, the date
indicated in the related Loan Documents upon which such ARD Loan commences
accruing interest at the applicable Revised Rate.

            "Anticipated Termination Date": Any Distribution Date on which it is
anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c).

            "Applicable Monthly Payment": For any Mortgage Loan with respect to
any month (including any such Mortgage Loan as to which the related Mortgaged
Property has become an REO Property), the Monthly Payment; provided, however,
that for purposes of calculating the amount of any P&I Advance required to be
made by the Master Servicer or the Trustee, notwithstanding the amount of such
Applicable Monthly Payment, interest shall be calculated at the Net Mortgage
Rate plus the Trustee Fee Rate; and provided, further, that for purposes of
determining the amount of any P&I Advance, the Monthly Payment shall be as
reduced pursuant to any modification of a Mortgage Loan pursuant to Section
3.27.

            "Applicable Procedures": As defined in Section 5.02(c)(ii)(A).


                                      -6-
<PAGE>

            "Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area, prepared in accordance with 12 C.F.R. 225.64.

            "Appraisal Reduction Amount": For any Distribution Date and for any
Mortgage Loan as to which an Appraisal Reduction Amount is required to be
calculated, an amount equal to the excess, if any, of (a) the Stated Principal
Balance of such Mortgage Loan as of the last day of the related Collection
Period over (b) the excess of (i) the sum of (A) [90]% of the appraised values
of the related Mortgaged Properties (as determined (1) in the case of any
Mortgage Loan with an outstanding principal balance equal to or in excess of
$[2,000,000], by one or more Appraisals obtained by the Special Servicer (the
cost of which shall be advanced by the Master Servicer as a Property Advance) or
(2) in the case of any Mortgage Loan with an outstanding principal balance less
than $[2,000,000], by desktop value estimation performed by the Special
Servicer); provided that the Special Servicer may, with the consent of the
Majority Certificateholder of the Controlling Class, order an Appraisal at the
expense of the Trust Fund and (B) all escrows, letters of credit and reserves in
respect of such Mortgage Loan as of the date of the calculation over (ii) the
sum as of the Due Date occurring in the month of the date of determination of
(A) to the extent not previously advanced by the Master Servicer or the Trustee,
all unpaid interest on such Mortgage Loan at a per annum rate equal to its
Mortgage Rate, (B) all unreimbursed Advances, with interest thereon at the
Advance Rate in respect of such Mortgage Loan and (C) all currently due and
unpaid real estate taxes and assessments, insurance premiums and ground rents,
unpaid Special Servicing Fees and all other amounts, due and unpaid with respect
to such Mortgage Loan (which taxes, premiums, ground rents and other amounts
have not been the subject of an Advance by the Master Servicer or the Trustee,
as applicable, and/or for which funds have not been escrowed). Within [30] days
after the occurrence of the Appraisal Reduction Event (or such longer period as
the Special Servicer is (as certified thereby to the Trustee in writing)
diligently and in good faith proceeding to obtain such), if an Appraisal or
desktop value estimation, as applicable, has not been obtained within the
immediately preceding 12 months (or if the Special Servicer has determined such
Appraisal to be materially inaccurate), the Special Servicer shall (a) with
respect to any Mortgage Loan with an outstanding principal balance equal to or
in excess of $[2,000,000], obtain an Appraisal, the costs of which shall be paid
by the Master Servicer as a Property Advance or (b) with respect to any Mortgage
Loan with an outstanding principal balance less than $[2,000,000], perform a
desktop value estimation. On the first Distribution Date occurring on or after
the delivery of such Appraisal or desktop value estimation, the Special Servicer
shall adjust the Appraisal Reduction Amount to take into account such Appraisal
or desktop value estimation. Notwithstanding the foregoing, if an Appraisal or
desktop value estimation, as applicable, is not obtained within [120] days
following the events described in the applicable clause of the definition
Appraisal Reduction Event (without regard to the time periods stated therein),
then until such Appraisal or desktop value estimation, as applicable, is
obtained the Appraisal Reduction Amount will equal [25]% of the Stated Principal
Balance of the related Mortgage Loan; provided that, upon receipt of an
Appraisal or desktop value estimation, as applicable, however, the Appraisal
Reduction Amount for such Mortgage Loan will be recalculated in accordance with
this definition without regard to this sentence. With respect to each Mortgage
Loan as to which an Appraisal Reduction Event has occurred (unless the Mortgage
Loan has remained current for [three] consecutive Monthly Payments, and with
respect to which no other Appraisal Reduction Event has occurred with respect
thereto during the preceding three months), the Special Servicer shall, within
[30] days of


                                      -7-
<PAGE>

each anniversary of such Appraisal Reduction Event, order an update of the prior
Appraisal (the cost of which will be covered by, and reimbursable as, a Property
Advance by the Master Servicer). In addition, the Special Servicer shall obtain
letter updates to each Appraisal at any time at the request of the Controlling
Class Representative, at the expense of the Controlling Class Representative.
Based upon such Appraisal or letter updates thereto, the Special Servicer shall
determine and report to the Trustee the Appraisal Reduction Amount, if any, with
respect to such Mortgage Loan. The Special Servicer shall deliver a copy of any
such Appraisal or desktop value estimation, as applicable, to the Master
Servicer. Each Appraisal Reduction Amount shall also be adjusted with respect to
the next Distribution Date to take into account any subsequent Appraisal or
desktop value estimation, as applicable, and annual letter updates, as of the
date of each such subsequent Appraisal, desktop value estimation or letter
update.

            Upon payment in full or liquidation of any Mortgage Loan for which
an Appraisal Reduction Amount has been determined, such Appraisal Reduction
Amount will be eliminated. In addition, with respect to any Mortgage as to which
an Appraisal Reduction Event has occurred, such Mortgage Loan shall no longer be
subject to the Appraisal Reduction Amount if (a) such Mortgage Loan becomes and
remains current for [three] consecutive Monthly Payments and (b) no other
Appraisal Reduction Event has occurred and is continuing.

            "Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest of (i) the date on which a reduction in the amount of Monthly Payments
on such Mortgage Loan, or a change in any other material economic term of such
Mortgage Loan (other than an extension of the Maturity Date), becomes effective
as a result of a modification of such Mortgage Loan by the Special Servicer,
(ii) the [90]th day following the occurrence of any uncured delinquency in
Monthly Payments or Balloon Payments with respect to any Mortgage Loan (or the
[150]th day with respect to a Balloon Payment for which the Mortgagor has
produced a written refinancing commitment (within such [90] day period) pursuant
to clause (a) of the definition of "Specially Serviced Mortgage Loan"; provided
that in the case of a delinquency in a Balloon Payment, the Mortgagor continues
timely to make the Applicable Monthly Payment), (iii) the date on which a
receiver is appointed and continues in such capacity in respect of the Mortgaged
Property securing any Mortgage Loan, (iv) the [60]th day following any
bankruptcy or similar proceedings involving a Mortgagor and (v) the date on
which the Mortgaged Property securing any Mortgage Loan becomes an REO Property.
The Special Servicer shall notify the Master Servicer and the Master Servicer
shall notify the Special Servicer, as applicable, promptly upon the occurrence
of any of the foregoing events. The Master Servicer shall also calculate, in
accordance with the related intercreditor agreement, the Appraisal Reduction
Amount (as defined in each intercreditor agreement) upon the occurrence of an
Appraisal Reduction Event (as defined in each intercreditor agreement) with
respect to each of the [__________] Loan Pair, the [__________] Loan Pair and
the [__________] Loan Pair.

            "Appraised Value": As of any date of determination, the appraised
value of a Mortgaged Property based upon the most recent Appraisal obtained
pursuant to this Agreement.

            "ARD Loan": Any Mortgage Loan which contains a hyper-amortization
feature pursuant to which, after an Anticipated Repayment Date, any principal
outstanding on such date accrues interest at the Revised Rate rather than at the
Initial Rate.


                                      -8-
<PAGE>

            "Asset Status Report":  As defined in Section 3.27(i).

            "Assignment of Leases, Rents and Profits": With respect to any
Mortgaged Property, any assignment of leases, rents and profits or similar
agreement executed by the Mortgagor, assigning to the mortgagee all of the
income, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of such Mortgaged Property, in the form which
was duly executed, acknowledged and delivered, as amended, modified, renewed or
extended through the date hereof and from time to time hereafter.

            "Assignment of Mortgage": An assignment of Mortgage without
recourse, notice of transfer or equivalent instrument, in recordable form, which
is sufficient under the laws of the jurisdiction in which the related Mortgaged
Property is located to reflect of record the sale of the Mortgage, which
assignment, notice of transfer or equivalent instrument may be in the form of
one or more blanket assignments covering Mortgages encumbering Mortgaged
Properties located in the same jurisdiction, if permitted by law and acceptable
for recording; provided, however, that none of the Trustee, the Custodian and
the Master Servicer shall be responsible for determining whether any assignment
is legally sufficient or in recordable form.

            "Assumption Fees": Any fees collected by the Master Servicer or
Special Servicer in connection with an assumption or modification of a Mortgage
Loan or substitution of a Mortgagor thereunder permitted to be executed under
the provisions of this Agreement.

            "Authenticating  Agent":  Any  authenticating  agent  appointed by
the Trustee pursuant to Section 5.07.

            "Available Funds": With respect to any Distribution Date, an amount
equal to the sum of (without duplication):

            (a) the aggregate amount relating to the Trust Fund on deposit in
      the Collection Account and the Lower-Tier Distribution Account as of the
      close of business on the Business Day prior to the Master Servicer
      Remittance Date, exclusive of (without duplication):

                  (i) all Monthly Payments and Balloon Payments paid by the
            Mortgagors that are due on a Due Date (without regard to grace
            periods) after the related Collection Period (without regard to
            grace periods);

                  (ii) all unscheduled payments of principal (including
            Principal Prepayments (together with any related payments of
            interest allocable to the period following the Due Date for the
            related Mortgage Loan during the related Collection Period)),
            Liquidation Proceeds, Insurance Proceeds or condemnation awards and
            other unscheduled recoveries received subsequent to the related
            Determination Date;

                  (iii) all amounts payable or reimbursable to any Person from
            the Collection Account pursuant to clauses (ii) through (ix),
            inclusive, of Section 3.06(a);


                                      -9-
<PAGE>

                  (iv) Excess Interest and Default Interest;

                  (v) all Yield Maintenance Charges;

                  (vi) all amounts deposited in the Collection Account or the
            Lower-Tier Distribution Account, as the case may be, in error;

                  (vii) with respect to the Mortgage Loans for which Withheld
            Amounts are required to be deposited in the Interest Reserve
            Account, and any Distribution Date relating to each Interest Accrual
            Period ending in (1) each January or (2) any December in a year
            immediately preceding a year which is not a leap year, an amount
            equal to one day of interest on the Stated Principal Balance of such
            Mortgage Loan as of the Due Date in the month preceding the month in
            which such Distribution Date occurs at the related Mortgage Rate to
            the extent such amounts are to be deposited in the Interest Reserve
            Account and held for future distribution pursuant to Section 3.25;
            and

                  (viii) amounts required to be deposited to the Companion
            Distribution Account pursuant to Section 3.05(a);

            (b) if and to the extent not already included in clause (a) hereof,
      the aggregate amount transferred from any REO Account to the Collection
      Account for such Distribution Date pursuant to Section 3.17;

            (c) the aggregate amount of any Compensating Interest Payments and
      P&I Advances made by the Master Servicer or the Trustee, as applicable,
      for such Distribution Date (net of the related Trustee Fee with respect to
      the Mortgage Loans for which such P&I Advances are made); and

            (d) for the Distribution Date occurring in each March, the Withheld
      Amounts remitted to the Lower-Tier Distribution Account pursuant to
      Section 3.25.

Notwithstanding the investment of funds held in the Collection Account pursuant
to Section 3.07, for purposes of calculating the Available Distribution Amount,
the amounts so invested shall be deemed to remain on deposit in such account.

            "Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification provides for an amortization schedule
extending beyond its Maturity Date, unless such extension results solely from
the accrual of interest on the basis of the actual number of days elapsed in a
year of 360 days, notwithstanding calculation of Monthly Payments based on a
360-day year consisting of twelve 30-day months.

            "Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the amount outstanding on the Maturity Date of such
Mortgage Loan in excess of the related Monthly Payment.

            "Base Interest Fraction": With respect to any Principal Prepayment
on any Mortgage Loan and with respect to any Class of Certificates (other than
the Residual


                                      -10-
<PAGE>

Certificates) is a fraction (a) whose numerator is the amount, if any, by which
(i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the
discount rate used in accordance with the related Loan Documents in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment (or, if
the Yield Maintenance Charge is a fixed percentage of the principal balance of
the related Mortgage Loan, the yield rate applicable to any related yield
maintenance charge) and (b) whose denominator is the amount, if any, by which
(i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the discount rate used
in accordance with the related Loan Documents in calculating the Yield
Maintenance Charge with respect to such Principal Prepayment (or, if the Yield
Maintenance Charge is a fixed percentage of the principal balance of the related
Mortgage Loan, the yield rate applicable to any related yield maintenance charge
otherwise described in the related Loan Documents); provided, however, that
under no circumstances shall the Base Interest Fraction be greater than one. If
such discount rate is greater than or equal to the lesser of (x) the Mortgage
Rate on the related Mortgage Loan and (y) the Pass-Through Rate described in the
preceding sentence, then the Base Interest Fraction shall equal zero.

            "Beneficial Owner": With respect to a Global Certificate, the Person
who is the beneficial owner of such Certificate as reflected on the books of the
Depository or on the books of a Person maintaining an account with such
Depository (directly as a Depository Participant or indirectly through a
Depository Participant, in accordance with the rules of such Depository). Each
of the Trustee and the Master Servicer shall have the right to require, as a
condition to acknowledging the status of any Person as a Beneficial Owner under
this Agreement, that such Person provide evidence at its expense of its status
as a Beneficial Owner hereunder.

            "Bloomberg": As defined in Section 4.02(a).

            "Breach": As defined in Section 2.03(a).

            "Broker Strip Amount": With respect to the Broker Strip Loan, the
portion of the Servicing Fee equal to the per annum rate set forth as the
"strip" on Schedule II of the Stated Principal Balance of the Broker Strip Loan,
calculated for the same number of days and on the same basis as the Servicing
Fee.

            "Broker Strip Loan": The Mortgage Loans identified on Schedule II.

            "Business Day": Any day other than a Saturday, a Sunday or any day
on which banking institutions in the City of New York, New York, the cities in
which the principal offices of the Master Servicer or Special Servicer are
located, or the city in which the Corporate Trust Office is located are
authorized or obligated by law, executive order or governmental decree to be
closed.

            "Certificate": Any [Class A-1], [Class A-2], [Class A-3], [Class
X-1], [Class X-2], [Class B], [Class C], [Class D], [Class E], [Class F], [Class
G], [Class H], [Class J], [Class K], [Class L], [Class M], [Class N], [Class O],
[Class P], [Class S] and [Class R] or [Class LR] Certificate issued,
authenticated and delivered hereunder.

            "Certificate Custodian": Initially, ______________________;
thereafter, any other Certificate Custodian acceptable to the Depository and
selected by the Trustee.


                                      -11-
<PAGE>

            "Certificate Factor": With respect to any Class of Regular
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the then related
Certificate Principal Amount or the Notional Amount, as the case may be, and the
denominator of which is the related initial Certificate Principal Amount or the
initial Notional Amount, as the case may be.

            "Certificate Principal Amount": With respect to any Class of
Certificates (other than the [Class X], ]Class R] and [Class LR] Certificates)
(a) on or prior to the first Distribution Date, an amount equal to the aggregate
initial Certificate Principal Amount of such Class, as specified in the
Preliminary Statement hereto, and (b) as of any date of determination after the
first Distribution Date, the Certificate Principal Amount of such Class of
Certificates on the Distribution Date immediately prior to such date of
determination, after actual distributions of principal thereon and allocation of
Realized Losses thereto on such prior Distribution Date. With respect to any
Class of Lower-Tier Regular Interest, the Certificate Principal Amount of its
Corresponding Certificate.

            "Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.

            "Certificateholder": With respect to any Certificate, the Person
whose name is registered in the Certificate Register; provided, however, that,
except to the extent provided in the next proviso, solely for the purpose of
giving any consent or taking any action pursuant to this Agreement, any
Certificate beneficially owned by the Depositor, the Master Servicer, the
Special Servicer, the Trustee, a manager of a Mortgaged Property, a Mortgagor or
any Person known to a Responsible Officer of the Certificate Registrar to be an
Affiliate of the Depositor, the Trustee, the Master Servicer or the Special
Servicer, shall be deemed not to be outstanding and the Voting Rights to which
it is entitled shall not be taken into account in determining whether the
requisite percentage of Voting Rights necessary to effect any such consent or
take any such action has been obtained; provided, however, that (i) for purposes
of obtaining the consent of Certificateholders to an amendment of this
Agreement, any Certificates beneficially owned by the Master Servicer or the
Special Servicer or an Affiliate of the Master Servicer or the Special Servicer
shall be deemed to be outstanding, provided, that such amendment does not relate
to compensation of the Master Servicer or the Special Servicer, or otherwise
benefit the Master Servicer or the Special Servicer (in its capacity as such) or
any Affiliate thereof (other than solely in its capacity as Certificateholder)
in any material respect, in which case such Certificate shall be deemed not to
be outstanding; and (ii) for purposes of obtaining the consent of
Certificateholders to any action proposed to be taken by the Special Servicer
with respect to a Specially Serviced Mortgage Loan, any Certificates
beneficially owned by the Master Servicer or an Affiliate thereof shall be
deemed to be outstanding, provided that the Special Servicer is not the Master
Servicer. For purposes of obtaining the consent of Certificateholders to any
action with respect to a particular Mortgage Loan proposed to be taken by the
Master Servicer or Special Servicer, any Certificates beneficially owned by the
Affiliates of the related Mortgagor, the related Manager, or Affiliates of the
related Manager shall not be deemed to be outstanding.

            Notwithstanding the foregoing, solely for purposes of providing or
distributing any reports, statements or other information required or permitted
to be provided to a Certificateholder hereunder, a Certificateholder shall
include any Beneficial Owner, or any


                                      -12-
<PAGE>

Person identified by a Beneficial Owner as a prospective transferee of a
Certificate beneficially owned by such Beneficial Owner but only if the Trustee
or another party hereto furnishing such report, statement or information has
been provided with the name of the Beneficial Owner of the related Certificate
or the Person identified as a prospective transferee thereof. For purposes of
the foregoing, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent or other such Person may rely, without limitation, on
a participant listing from the Depository or statements furnished by a Person
that on their face appear to be statements from a participant in the Depository
to such Person indicating that such Person beneficially owns Certificates.

            "Certification":  As defined in Section 3.20(b).

            "Class": With respect to the Certificates, all of the Certificates
bearing the same alphabetical and numerical class designation, and with respect
to the Lower-Tier Regular Interests, each interest bearing the applicable
alphabetical and numerical designation set forth in the Preliminary Statement
hereto.

            "[Class A] Certificates": The [Class A-1] Certificates, the [Class
A-2], and [Class A-3] Certificates.

            "[Class A-1] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-1] hereto.

            "[Class A-1] Pass-Through Rate": A per annum rate equal to
________%.

            "[Class A-2] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-2] hereto.

            "[Class A-2] Pass-Through Rate": A per annum rate equal to
________%.

            "[Class A-3] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-4] hereto.

            "[Class A-3] Pass-Through Rate": A per annum rate equal to
________%.

            "[Class B] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-7] hereto.

            "[Class B] Pass-Through Rate": A per annum rate equal to
________%.

            "[Class C] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-8] hereto.


                                      -13-
<PAGE>

            "[Class C] Pass-Through Rate": A per annum rate equal to
________%.

            "[Class D] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-9] hereto.

            "[Class D] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to _________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class E] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-10] hereto.

            "[Class E] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to _________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class F] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-11] hereto.

            "[Class F] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to _________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class G] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-12] hereto.

            "[Class G] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to _________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class H] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-13] hereto.

            "[Class H] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to ________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class J] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-14] hereto.


                                      -14-
<PAGE>

            "[Class J] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to ________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class K] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-15] hereto.

            "[Class K] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to ________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class L] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-16] hereto.

            "[Class L] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to __________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class LR] Certificate": Any Certificate executed and authenticated
by the Trustee or the Authenticating Agent in substantially the form set forth
in [Exhibit A-23] hereto. The [Class LR] Certificates have no Pass-Through Rate,
Certificate Principal Amount or Notional Amount.

            "[Class M] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-17] hereto.

            "[Class M] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to ________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class N] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-18] hereto.

            "[Class N] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to ________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class O] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-19] hereto.

            "[Class O] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to ________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.


                                      -15-
<PAGE>

            "[Class P] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-20] hereto.

            "[Class P] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to _______%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class S] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-21] hereto.

            "[Class S] Pass-Through Rate": With respect to the initial
Distribution Date, a per annum rate equal to ________%, and thereafter, the
lesser of such per annum rate and the WAC Rate.

            "[Class R] Certificate": Any Certificate executed and authenticated
by the Trustee or the Authenticating Agent in substantially the form set forth
in [Exhibit A-22] hereto. The [Class R] Certificates have no Pass-Through Rate,
Certificate Principal Amount or Notional Amount.

            "[Class X] Certificates": The [Class X-1] and [Class X-2]
Certificates.

            "[Class X-1] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-3] hereto.

            "[Class X-1] Notional Amount": With respect to the [Class X-1]
Certificates and any date of determination, the sum of the then Component
Notional Amounts of all of the Components.

            "[Class X-1] Pass-Through Rate": For the initial Distribution Date,
_________% per annum, and for any subsequent Distribution Date, the weighted
average of [Class X-1] Strip Rates for the Components for such Distribution Date
(weighted on the basis of the respective Component Notional Amounts of such
Components outstanding immediately prior to such Distribution Date).

            "[Class X-1] Strip Rate": With respect to any Class of Components
(other than the [Class X-2] Components) for any Distribution Date, a rate per
annum equal to (i) the WAC Rate for such Distribution Date, minus (ii) the
Pass-Through Rate for the Corresponding Certificates. With respect to the [Class
X-2] Components (i) for any Distribution Date occurring on or before the related
[Class X-2] Component Crossover Date, (x) the WAC Rate for such Distribution
Date minus (y) the sum of the Pass-Through Rate for the Corresponding
Certificates for such Distribution Date and the [Class X-2] Strip Rate for such
Component for such Distribution Date, and (ii) for any Distribution Date
occurring after the related [Class X-2] Component Crossover Date, a rate per
annum equal to (x) the WAC Rate for such Distribution Date, minus (y) the
Pass-Through Rate for the Corresponding Certificates (provided that in no event
shall any [Class X-1] Strip Rate be less than zero).


                                      -16-
<PAGE>

            "[Class X-2] Certificate": Any one of the Certificates executed and
authenticated by the Trustee or the Authenticating Agent in substantially the
form set forth in [Exhibit A-4] hereto.

            "[Class X-2] Component Crossover Date": (i) With respect to
Component [IO-A-1-2], the Distribution Date occurring in _________, (ii) with
respect to Component [IO-A-1-3], Component [IO-J-1] and Component [IO-K], the
Distribution Date occurring in _________, (iii) with respect to Component
[IO-A-2-1], Component [IO-G-1], Component [IO-H] and Component [IO-J-2], the
Distribution Date occurring in _________, (iv) with respect to Component
[IO-A-2-3], Component [IO-F-1] and Component [IO-G-2], the Distribution Date
occurring in _________, (v) with respect to Component [IO-A-2-4], Component
[IO-E-1] and Component [IO-F-2], the Distribution Date occurring in _________,
(vi) with respect to Component [IO-A-2-2], Component [IO-D-1] and Component
[IO-E-2], the Distribution Date in _________, (vii) with respect to Component
[IO-D-2], the Distribution Date occurring in _________, (viii) with respect to
Component [IO-A-3-1], Component [IO-C-1] and Component [IO-D-3], the
Distribution Date in _________ and (ix) with respect to Component [IO-A-3-2],
Component [IO-B] and Component [IO-C-2], the Distribution Date occurring in
_________.

            "[Class X-2] Components": Each of Component [IO-A-1-2], Component
[IO-A-1-3], Component [IO-A-2-1], Component [IO-A-2-2], Component [IO-A-2-3],
Component [IO-A-2-4], Component [IO-A-3-1], Component [IO-A-3-2], Component
[IO-B], Component [IO-C-1], Component [IO-C-2], Component [IO-D-1], Component
[IO-D-2], Component [IO-D-3], Component [IO-E-1], Component [IO-E-2], Component
[IO-F-1], Component [IO-F-2], Component [IO-G-1], Component [IO-G-2], Component
[IO-H], Component [IO-J-1], Component [IO-J-2] and Component [IO-K].

            "[Class X-2] Notional Amount": As of any date of determination, the
sum of the then Component Notional Amounts of the [Class X-2] Components.

            "[Class X-2] Pass-Through Rate": For the initial Distribution Date,
________% per annum, and for any subsequent Distribution Date, the weighted
average of the [Class X-2] Strip Rates for the respective [Class X-2] Components
for such Distribution Date (weighted on the basis of the respective Component
Notional Amounts of such Components outstanding immediately prior to such
Distribution Date).

            "[Class X-2] Strip Rate": With respect to each of the [Class X-2]
Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related [Class X-2] Component
Crossover Date, (x) the lesser of (1) the rate per annum corresponding to such
Distribution Date as set forth on Schedule III attached hereto and (2) the WAC
Rate for such Distribution Date, less (y) the Pass-Through Rate in effect on
such Distribution Date for the Corresponding Certificate (provided that in no
event shall any [Class X-2] Strip Rate be less than zero), and (ii) for any
Distribution Date occurring after the related [Class X-2] Component Crossover
Date, 0% per annum.

            "[Clearstream":  Clearstream  Banking,  societe  anonyme,  and its
successors in interest.]


                                      -17-
<PAGE>

            "Closing Date":  __________, 20__.

            "CMSA": The Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such
association nor any successor remains in existence, "CMSA" shall be deemed to
refer to such other association or organization as may exist whose principal
membership consists of servicers, trustees, certificateholders, issuers,
placement agents and underwriters generally involved in the commercial mortgage
loan securitization industry, which is the principal such association or
organization in the commercial mortgage loan securitization industry and whose
principal purpose is the establishment of industry standards for reporting
transaction-specific information relating to commercial mortgage pass-through
certificates and commercial mortgage-backed bonds and the commercial mortgage
loans and foreclosed properties underlying or backing them to investors holding
or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one
of the preceding sentences of this definition does not exist, "CMSA" shall be
deemed to refer to such other association or organization as shall be selected
by the Master Servicer and reasonably acceptable to the Trustee, the Special
Servicer and the majority Certificateholder of the Controlling Class.

            "CMSA Bond Level File": The monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Bond Level File" available as of the Closing Date on the CMSA Website, or no
later than 60 days after its adoption, such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage securities transactions
generally.

            "CMSA Collateral Summary File": The report substantially in the form
of, and containing the information called for in, the downloadable form of the
"CMSA Collateral Summary File" available as of the Closing Date on the CMSA , or
no later than 90 days after its adoption, such other form for the presentation
of such information and containing such additional information as may from time
to time be recommended by the CMSA for commercial mortgage securities
transactions generally.

            "CMSA Comparative Financial Status Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Comparative Financial Status Report" available as of the Closing
Date on the CMSA Website, or no later than 90 days after its adoption, such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Delinquent Loan Status Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Delinquent Loan Status Report" available as of the Closing Date on the CMSA
Website, or no later than 90 days after its adoption, such other form for the
presentation of such information and containing such additional information as
may from time to time be recommended by the CMSA for commercial mortgage
securities transactions generally.


                                      -18-
<PAGE>

            "CMSA Financial File": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Financial File" available as of the Closing Date on the CMSA Website, or no
later than 90 days after its adoption, such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage securities transactions
generally.

            "CMSA Historical Liquidation Report": A report substantially in the
form of, and containing the information called for in, the downloadable form of
the "Historical Liquidation Report" available as of the Closing Date on the CMSA
Website, or no later than 90 days after its adoption, such other form for the
presentation of such information and containing such additional information as
may from time to time be recommended by the CMSA for commercial mortgage
securities transactions generally.

            "CMSA Historical Loan Modification Report": A report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Historical Loan Modification Report" available as of the Closing
Date on the CMSA Website, or no later than 90 days after its adoption, such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage securities transactions generally.

            "CMSA Loan Periodic Update File": The monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "CMSA Loan Periodic Update File" available as of the Closing Date on
the CMSA Website, or no later than 90 days after its adoption, such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally.

            "CMSA Loan Setup File": The report substantially in the form of, and
containing the information called for in, the downloadable form of the "CMSA
Loan Setup File" available as of the Closing Date on the CMSA Website, or no
later than 60 days after its adoption, such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage securities transactions
generally.

            "CMSA NOI Adjustment Worksheet": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"NOI Adjustment Worksheet" available as of the Closing Date on the CMSA Website,
or no later than 60 days after its adoption, such other form for the
presentation of such information and containing such additional information as
may from time to time be recommended by the CMSA for commercial mortgage
securities transactions generally.

            "CMSA Operating Statement Analysis Report": A report substantially
in the form of, and contain the information called for in, the downloadable form
of the "Operating Statement Analysis Report" available as of the Closing Date on
the CMSA Website, or no later than 90 days after its adoption, such other form
for the presentation of such information and



                                      -19-
<PAGE>

containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage securities transactions generally.

            "CMSA Property File": The monthly report substantially in the form
of, and containing the information called for, in the downloadable form of the
"CMSA Property File" available as of the Closing Date on the CMSA Website, or no
later than 90 days after its adoption, such other form for the presentation of
such information and containing such additional information as may from time to
time be recommended by the CMSA for commercial mortgage securities transactions
generally.

            "CMSA REO Status Report": A report substantially in the form of, and
containing the information called for in, the downloadable form of the "REO
Status Report" available as of the Closing Date on the CMSA Website, or no later
than 90 days after its adoption, such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage securities transactions
generally.

            "CMSA Servicer Watch List": For any Determination Date, a report
substantially in the form of, and containing the information called for in, the
downloadable form of the "Servicer Watch List" available as of the Closing Date
on the CMSA Website, or no later than 90 days after its adoption, such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage securities transactions generally.

            "CMSA Website": The CMSA's Website located at "www.cmbs.org" or such
other primary website as the CMSA may establish for dissemination of its report
forms.

            "Code": The Internal Revenue Code of 1986, as amended from time to
time, any successor statute thereto, and any temporary or final regulations of
the United States Department of the Treasury promulgated pursuant thereto.

            "Collection Account": The account or accounts created and maintained
by the Master Servicer pursuant to Section 3.05(a), which shall be entitled
"[_________________________] as Master Servicer in trust for
[________________________]., as Trustee, in trust for Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series
20__-__ and Companion Holders Collection Account" and which must be an Eligible
Account.

            "Collection Period": With respect to a Distribution Date and each
Mortgage Loan, the period beginning on the day after the Due Date in the month
preceding the month in which such Distribution Date occurs (or, in the case of
the Distribution Date occurring in ______ 20__, beginning on the day after the
Cut-Off Date) and ending on the Due Date (without regard to grace periods) in
the month in which such Distribution Date occurs.

            "Commission": The Securities and Exchange Commission.

            "Companion Distribution Account": With respect to the Companion
Loans, the separate account created and maintained by the Companion Paying Agent
pursuant to


                                      -20-
<PAGE>

Section 3.05(a) and held on behalf of the Companion Holders, which shall be
entitled "[_________________________], as Companion Paying Agent for the
Companion Holders of the Companion Loans relating to the GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 20__-__."
The Companion Distribution Account shall not be an asset of the Trust Fund, but
instead shall be held by the Companion Paying Agent on behalf of the applicable
Companion Holder. Any such account shall be an Eligible Account.

            "Companion Holder": With respect to any Companion Loan, the owner of
the Note representing such Companion Loan. As of the Closing Date, the Companion
Holders of the Companion Loans are ________________________ with respect to the
___________ AB Mortgage Loan, the ___________ AB Mortgage Loan and the
___________ AB Mortgage Loan and ___________ with respect to the ___________ AB
Mortgage Loan.

            "Companion Loan": As defined in the Preliminary Statement.

            "Companion Paying Agent": The Master Servicer in its role as
Companion Paying Agent appointed pursuant to Section 3.28.

            "Companion Register": The register maintained by the Companion
Paying Agent pursuant to Section 3.29.

            "Compensating Interest Payments": Any payment required to be made by
the Master Servicer pursuant to Section 3.13 to cover Prepayment Interest
Shortfalls.

            "Component": Each of Component [IO-A-1-1], Component [IO-A-1-2],
Component [IO-A-1-3], Component [IO-A-2-1], Component [IO-A-2-2], Component
[IO-A-2-3], Component [IO-A-2-4], Component [IO-A-3-1], Component [IO-A-3-2],
Component [IO-B], Component [IO-C-1], Component [IO-C-2], Component [IO-D-1],
Component [IO-D-2], Component [IO-D-3], Component [IO-E-1], Component [IO-E-2],
Component [IO-F-1], Component [IO-F-2], Component [IO-G-1], Component [IO-G-2],
Component [IO-H], Component [IO-J-1], Component [IO-J-2], Component [IO-K],
Component [IO-L], Component [IO-M], Component [IO-N], Component [IO-O],
Component [IO-P] and Component [IO-S].

            "Component [IO-A-1-1]": One of __ components of the [Class X-1]
Certificates having a Component Notional Amount equal to the then current the
Lower-Tier Principal Balance of the Lower-Tier Regular Interest [LA-1-1] as of
any date of determination.

            "Component [IO-A-1-2]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LA-1-2] as of any date of
determination.

            "Component [IO-A-1-3]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LA-1-3] as of any date of
determination.


                                      -21-
<PAGE>

            "Component [IO-A-2-1]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LA-2-1] as of any date of
determination.

            "Component [IO-A-2-2]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LA-2-2] as of any date of
determination.

            "Component [IO-A-2-3]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LA-2-3] as of any date of
determination.

            "Component [IO-A-2-4]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LA-2-4] as of any date of
determination.

             "Component [IO-A-3-1]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LA-3-1] as of any date of
determination.

            "Component [IO-A-3-2]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LA-3-2] as of any date of
determination.

            "Component [IO-B]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LB] as of any date of determination.

            "Component [IO-C-1]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LC-1] as of any date of
determination.

            "Component [IO-C-2]": One of __ components of the [Class X-1]
Certificates and one of __- components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LC-2] as of any date of
determination.

            "Component [IO-D-1]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount


                                      -22-
<PAGE>

equal to the then current the Lower-Tier Principal Balance of the Lower-Tier
Regular Interest [LD-1] as of any date of determination.

            "Component [IO-D-2]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LD-2] as of any date of
determination.

            "Component [IO-D-3]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LD-3] as of any date of
determination.

            "Component [IO-E-1]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LE-1] as of any date of
determination.

            "Component [IO-E-2]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LE-2] as of any date of
determination.

            "Component [IO-F-1]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LF-1] as of any date of
determination.

            "Component [IO-F-2]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LF-2] as of any date of
determination.

            "Component [IO-G-1]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LG-1] as of any date of
determination.

            "Component [IO-G-2]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LG-2] as of any date of
determination.

            "Component [IO-H]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LH] as of any date of determination.


                                      -23-
<PAGE>

            "Component [IO-J-1]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LJ-1] as of any date of
determination.

            "Component [IO-J-2]": One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LJ-2] as of any date of
determination.

            "Component [IO-K]" One of __ components of the [Class X-1]
Certificates and one of __ components of the [Class X-2] Certificates having a
Component Notional Amount equal to the then current the Lower-Tier Principal
Balance of the Lower-Tier Regular Interest [LK] as of any date of determination.

            "Component [IO-L]": One of __ components of the [Class X-1]
Certificates having a Component Notional Amount equal to the then current the
Lower-Tier Principal Balance of the Lower-Tier Regular Interest [LL] as of any
date of determination.

            "Component [IO-M]": One of __ components of the [Class X-1]
Certificates having a Component Notional Amount equal to the then current the
Lower-Tier Principal Balance of the Lower-Tier Regular Interest [LM] as of any
date of determination.

            "Component [IO-N]": One of __ components of the [Class X-1]
Certificates having a Component Notional Amount equal to the then current the
Lower-Tier Principal Balance of the Lower-Tier Regular Interest [LN] as of any
date of determination.

            "Component [IO-O]": One of __ components of the [Class X-1]
Certificates having a Component Notional Amount equal to the then current the
Lower-Tier Principal Balance of the Lower-Tier Regular Interest [LO] as of any
date of determination.

            "Component [IO-P]": One of __ components of the [Class X-1]
Certificates having a Component Notional Amount equal to the then current the
Lower-Tier Principal Balance of the Lower-Tier Regular Interest [LP] as of any
date of determination.

            "Component [IO-S]": One of __ components of the [Class X-1]
Certificates having a Component Notional Amount equal to the then current the
Lower-Tier Principal Balance of the Lower-Tier Regular Interest [LS] as of any
date of determination.

            "Component Notional Amount": With respect to each Component and any
date of determination, an amount equal to the then the Lower-Tier Principal
Balance of its Corresponding Lower-Tier Regular Interest.

            "Controlling Certificateholder": Each Holder (or Beneficial Owner,
if applicable) of a Certificate of the Controlling Class as certified to the
Trustee from time to time by such Holder or Beneficial Owner.


                                      -24-
<PAGE>

            "Controlling Class": As of any time of determination, the Class of
Certificates outstanding representing the most subordinate Certificates (other
than the [Class R] or [Class LR] Certificates) that equals at least [25]% of its
initial Certificate Principal Amount (or if no Class of Certificates has a
Certificate Principal Amount of at least [25]% of its initial Certificate
Principal Amount, the most subordinate Class of Certificates outstanding other
than the [Class R] and [Class LR] Certificates).

            "Controlling Class Representative": The Controlling
Certificateholder or other representative selected by a majority of the
Controlling Certificateholders by Certificate Principal Amount, as certified by
the Trustee from time to time; provided, that, (i) absent such selection, or
(ii) until a Controlling Class Representative is so selected, or (iii) upon
receipt of notice from a majority of the Controlling Certificateholders, by
Certificate Principal Amount, that a Controlling Class Representative is no
longer so designated, the Controlling Certificateholder which owns the largest
aggregate Certificate Principal Amount of the Controlling Class shall be the
Controlling Class Representative. The initial Controlling Class Representative
on the Closing Date shall be Allied Capital Corporation.

            "Corrected Mortgage Loan": Any Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has ceased to be such in accordance with
the definition of "Specially Serviced Mortgage Loan" (other than by reason of a
Liquidation Event occurring in respect of such Mortgage Loan or a related
Mortgaged Property becoming an REO Property).

            "Corresponding Certificate": As identified in the Preliminary
Statement with respect to any Corresponding Component or any Corresponding
Lower-Tier Regular Interest.

            "Corresponding Component": As identified in the Preliminary
Statement with respect to any Corresponding Certificate or any Corresponding
Lower-Tier Regular Interest.

            "Corresponding Lower-Tier Regular Interest": As identified in the
Preliminary Statement with respect to any Class of Corresponding Certificates or
any Component of the [Class X] Certificates.

            "Corporate Trust Office": The principal office of the Trustee
located at (i) with respect to all matters other than certificate transfers,
________________, _______, _______ _______, Attention: ______________ GSMSC II
20__-__, telecopy number (___) ___-____ and (ii) with respect to certificate
transfers, __________________, __________, ________ ______ or the principal
trust office of any successor trustee qualified and appointed pursuant to
Section 8.08.

            "Cross-over Date": The Distribution Date on which the Certificate
Principal Amount of each Class of Certificates entitled to distributions of
principal (other than the [Class A] Certificates) has been reduced to zero due
to the application of Realized Losses.

            "Custodial Agreement": The custodial agreement, if any, from time to
time in effect between the Custodian named therein and the Trustee, as the same
may be amended or modified from time to time in accordance with the terms
thereof.


                                      -25-
<PAGE>

            "Custodian": Any Custodian appointed pursuant to Section 5.08 and,
unless the Trustee is Custodian, named pursuant to any Custodial Agreement. The
Custodian may (but need not) be the Trustee or the Master Servicer or any
Affiliate of the Trustee or the Master Servicer, but may not be the Depositor or
any Affiliate thereof.

            "Cut-Off Date":  _______, 20__.

            "Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all payments of principal due on or before such date,
whether or not received.

            "Debt Service Coverage Ratio": With respect to any Mortgage Loan and
Loan Pair for any specified period, the debt service coverage ratio calculated
in accordance with the applicable Servicer Report using the methodologies set
forth in [Exhibit H].

            "Default Interest": With respect to any Mortgage Loan or Companion
Loan, all interest accrued in respect of such Mortgage Loan or Companion Loan
during such Collection Period provided for in the related Note or Mortgage as a
result of a default (exclusive of late payment charges) that is in excess of
interest at the related Mortgage Rate accrued on the unpaid principal balance of
such Mortgage Loan or Companion Loan outstanding from time to time.

            "Defeasance Loan": Those Mortgage Loans which provide the related
Mortgagor with the option to defease the related Mortgaged Property.

            "Deleted Mortgage Loan": A Mortgage Loan which is repurchased from
the Trust pursuant to the terms hereof or as to which one or more Qualifying
Substitute Mortgage Loans are substituted.

            "Delinquency Advance Date": The Business Day preceding each
Distribution Date.

            "Denomination": As defined in Section 5.01.

            "Depositor": GS Mortgage Securities Corporation II, a Delaware
corporation, and its successors and assigns.

            "Depository": The Depository Trust Company or a successor appointed
by the Certificate Registrar (which appointment shall be at the direction of the
Depositor if the Depositor is legally able to do so).

            "Depository Participant": A Person for whom, from time to time, the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.

            "Designated Sub-Servicer": Any Sub-Servicer set forth on the
Additional Servicing Fee Schedule and any successor thereto under the related
Designated Sub-Servicer Agreement.


                                      -26-
<PAGE>

            "Designated Sub-Servicer Agreement": With respect to any Additional
Servicing Fee Mortgage Loan, the agreement among the Master Servicer, the
applicable Designated Sub-Servicer and ______________ pursuant to which the
Designated Sub-Servicer agrees to service the Additional Servicing Fee Mortgage
Loans.

            "Determination Date": With respect to any Distribution Date, the
first day of the calendar month in which such Distribution Date occurs, or if
such day is not a Business Day, the following Business Day.

            "Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers in the ordinary course of a trade or business or
any use of such REO Property in a trade or business conducted by the Trust Fund,
or the performance of any construction work on the REO Property (other than the
completion of a building or improvement, where at least 10% of the construction
of such building or improvement was completed before default became imminent),
other than through an Independent Contractor; provided, however, that the
Special Servicer, on behalf of the Trust Fund, shall not be considered to
Directly Operate an REO Property solely because the Special Servicer, on behalf
of the Trust Fund, establishes rental terms, chooses tenants, enters into or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
or capital expenditures with respect to such REO Property or takes other actions
consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).

            "Disqualified Non-U.S. Person": With respect to a [Class R] or
[Class LR] Certificate, any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds the [Class R] or [Class LR] Certificate in connection
with the conduct of a trade or business within the United States and has
furnished the transferor and the Certificate Registrar with an effective IRS
Form W-8ECI or (ii) a Non-U.S. Person that has delivered to both the transferor
and the Certificate Registrar an opinion of a nationally recognized tax counsel
to the effect that the transfer of the [Class R] or [Class LR] Certificate to it
is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of the [Class R] or [Class LR]
Certificate will not be disregarded for federal income tax purposes.

            "Disqualified Organization": Either (a) the United States, a State
or any political subdivision thereof, any possession of the United States, or
any agency or instrumentality of any of the foregoing (other than an
instrumentality that is a corporation if all of its activities are subject to
tax and a majority of its board of directors is not selected by any such
governmental unit), (b) a foreign government, International Organization or
agency or instrumentality of either of the foregoing, (c) an organization that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 on unrelated business taxable income) on any excess
inclusions (as defined in Code Section 860E(c)(1)) with respect to the [Class R]
or [Class LR] Certificates (except certain farmers' cooperatives described in
Code Section 521), (d) rural electric and telephone cooperatives described in
Code Section 1381(a)(2), or (e) any other Person so designated by the
Certificate Registrar based upon an Opinion of Counsel to the effect that any
Transfer to such Person may cause the Upper-Tier REMIC or Lower-Tier REMIC


                                      -27-
<PAGE>

to be subject to tax or 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 Code Section
7701 or successor provisions.

            "Distribution Date": The [__]th day of each month (or, if such
[__]th day is not a Business Day, the next succeeding Business Day), commencing
in __________.

            "Document Defect": As defined in Section 2.02(d).

            "Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Note on which each
Monthly Payment thereon is scheduled to be first due, (ii) any Mortgage Loan
after the Maturity Date therefor, the day of the month set forth in the related
Note on which each Monthly Payment on such Mortgage Loan or Companion Loan had
been scheduled to be first due, and (iii) any REO Mortgage Loan, the day of the
month set forth in the related Note on which each Monthly Payment on the related
Mortgage Loan had been scheduled to be first due.

            "Early Termination Notice Date": Any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans is less than 1.0% of the sum of
the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off
Date.

            "Eligible Account": Either (i) (A) an account or accounts maintained
with either a federal or state chartered depository institution or trust company
the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial
paper of which are rated by each of the Rating Agencies in its highest rating
category at all times (or, in the case of the REO Account, Collection Account,
Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and
Escrow Account, the long-term unsecured debt obligations (or short-term
unsecured debt obligations if the account holds funds for less than 30 days) of
which are rated at least "___" by ___ and ___ or, if applicable, the short-term
rating equivalent thereof, which is at least "___" by _______), or (B) as to
which the Master Servicer, the Special Servicer or the Trustee, as applicable,
has received written confirmation from each of the Rating Agencies that holding
funds in such account would not cause any Rating Agency to qualify, withdraw or
downgrade any of its ratings on the Certificates or (ii) a segregated trust
account (or sub-accounts of a single account in the case of the Excess Interest
Distribution Account, Excess Liquidation Proceeds Reserve Account, Interest
Reserve Account, Lower-Tier Distribution Account and the Upper-Tier Distribution
Account) or accounts maintained with a federal or state chartered depository
institution or trust company acting in its fiduciary capacity which, in the case
of a state chartered depository institution or trust company is subject to
regulations substantially similar to 12 C.F.R. ss.9.10(b), or (iii) any other
account that, as evidenced by a written confirmation from each Rating Agency,
would not, in and of itself, cause a downgrade, qualification or withdrawal of
the then current ratings assigned to the Certificates, which may be an account
maintained with the Trustee or the Master Servicer. Eligible Accounts may bear
interest.

            "Eligible Investor": Any of (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given


                                      -28-
<PAGE>

that the offer, sale or transfer is being made in reliance on Rule 144A, (ii) an
Institutional Accredited Investor or (iii) a Regulation S Investor.

            "Environmental Assessment": A "Phase I assessment" conducted in
accordance with ASTM Standard E 1527-93 or any successor thereto published by
ASTM.

            "Environmental Insurance Policy": The Secured Creditor Impaired
Property Policy issued by [American International Specialty Lines Insurance
Company] on or before the Closing Date with respect to each Environmental Policy
Loan, and any successor policy relating to any Mortgaged Property securing an
Environmental Policy Loan.

            "Environmental Policy Loan": The Mortgage Loan listed as Loan Number
_________ on the Mortgage Loan Schedule.

            "Environmental Report": The environmental audit report or reports
with respect to each Mortgaged Property delivered to the related Originator in
connection with the origination of the related Mortgage Loan.

            "ERISA": The Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

            "Escrow Account": As defined in Section 3.04(b).

            "Escrow Payment": Any payment made by any Mortgagor to the Master
Servicer pursuant to the related Mortgage, Lock-Box Agreement or Loan Agreement
for the account of such Mortgagor for application toward the payment of taxes,
insurance premiums, assessments, ground rents, mandated improvements and similar
items in respect of the related Mortgaged Property.

            ["Euroclear": Euroclear Bank, societe anonyme, and its successors in
interest.]

            "Event of Default": As defined in Section 7.01.

            "Excess Interest": With respect to each ARD Loan, interest accrued
on such Mortgage Loan at the related Excess Rate plus interest thereon to the
extent permitted by applicable law at the related Revised Rate. The Excess
Interest shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC
formed hereunder.

            "Excess Interest Distribution Account": The trust account or
subaccount created and maintained by the Trustee pursuant to Section 3.05(d),
which shall be entitled "___________________, as Trustee, in trust for Holders
of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 20__-__, Excess Interest Distribution Account" and which
must be an Eligible Account. The Excess Interest Distribution Account shall not
be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC formed hereunder.

            "Excess Liquidation Proceeds": With respect to any Mortgage Loan,
the excess of (i) Liquidation Proceeds of that Mortgage Loan or related REO
Property net of any related


                                      -29-
<PAGE>

Liquidation Expenses, over (ii) the amount that would have been received if a
Principal Payment in full had been made with respect to such Mortgage Loan on
the Due Date immediately following the date on which such proceeds were
received.

            "Excess Liquidation Proceeds Reserve Account": The trust account or
subaccount created and maintained by the Trustee pursuant to Section 3.05(c) in
trust for the Certificateholders, which shall be entitled "___________________,
as Trustee, in trust for the registered holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 20__-__ --
Excess Liquidation Proceeds Reserve Account." Any such account shall be an
Eligible Account.

            "Excess Prepayment Interest Shortfall": With respect to any
Distribution Date, the aggregate amount, if any, by which the Prepayment
Interest Shortfall with respect to all Principal Prepayments received during the
related Prepayment Period exceeds the Compensating Interest Payment.

            "Excess Rate": With respect to each ARD Loan, the excess of the
related Revised Rate over the related Initial Rate, each as set forth in the
Mortgage Loan Schedule.

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

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

            "FDIC": The Federal Deposit Insurance Corporation, and its
successors in interest.

            "Final Recovery Determination": With respect to any defaulted
Mortgage Loan (or portion of a defaulted Mortgage Loan with respect to the
_______ AB Mortgage Loan) that is a Specially Serviced Mortgage Loan (and, if
applicable, any defaulted Companion Loan) or REO Property (other than a Mortgage
Loan or REO Property, as the case may be, that was purchased by any of the
Mortgage Loan Sellers pursuant to Section 6 of the applicable Loan Sale
Agreement, the Controlling Class Option Holder pursuant to Section 3.18(b) or
the Master Servicer, Special Servicer, the Holders of the Controlling Class, or
the Holders of the [Class LR] Certificates pursuant to Section 9.01, or the
Companion Holder or the holder of a mezzanine loan pursuant to the related
intercreditor agreement) that there has been a recovery of all Insurance
Proceeds, condemnation proceeds, Liquidation Proceeds, REO Revenue and other
payments or recoveries that, in the Special Servicer's judgment will ultimately
be recoverable

            ["Fitch": Fitch Ratings, or its successor in interest.]

            "Form 8-K": A Current Report on Form 8-K under the Exchange Act, or
such successor form as the Commission may specify from time to time.

            "Form 10-K": An Annual Report in Form 10-K under the Exchange Act,
or such successor form as the Commission may specify from time to time.


                                      -30-
<PAGE>

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

            "Global Certificates": The [Class A], [Class X], [Class B], [Class
C], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class K],
[Class L], [Class M], [Class N], [Class O], [Class P] and [Class S]
Certificates.

            "Grantor Trust": A segregated asset pool within the Trust Fund
consisting of the Excess Interest and amounts held from time to time in the
Excess Interest Distribution Account.

            "Ground Lease": The ground lease pursuant to which any Mortgagor
holds a leasehold interest in the related Mortgaged Property.

            "_______ Loan Sale Agreement": The Mortgage Loan Purchase Agreement,
dated as of the Cut-Off Date, by and between _______ and the Depositor.

            "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now or hereafter existing, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.

            "Holder": With respect to any Certificate, a Certificateholder; with
respect to any Lower-Tier Regular Interest, the Trustee.

            "Indemnified Party": As defined in Section 8.05(c).

            "Indemnifying Party": As defined in Section 8.05(c).

            "Independent": When used with respect to any specified Person, any
such Person who (i) does not have any direct financial interest, or any material
indirect financial interest, in any of a Mortgage Loan Seller, the Depositor,
the Trustee, the Master Servicer, the Special Servicer, any Mortgagor or any
Affiliate thereof, and (ii) is not connected with any such Person as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions.

            "Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust Fund within the meaning of
Section 856(d)(3) of the Code if the Trust Fund were a real estate investment
trust (except that the ownership tests set forth in that section shall be
considered to be met by any Person that owns, directly or indirectly, [35]% or
more of any Class or [35]% or more of the aggregate value of all Classes of
Certificates), provided that the Trust Fund does not receive or derive any
income from such Person and the relationship between such Person and the Trust
Fund is at arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5) (except neither the Master Servicer nor the Special Servicer shall
be considered to be an Independent Contractor under the definition in this


                                      -31-
<PAGE>

clause (i) unless an Opinion of Counsel (at the expense of the party seeking to
be deemed an Independent Contractor) addressed to the Master Servicer and the
Trustee has been delivered to the Trustee to that effect) or (ii) any other
Person (including the Master Servicer and the Special Servicer) if the Master
Servicer, on behalf of itself and the Trustee, has received an Opinion of
Counsel (at the expense of the party seeking to be deemed an Independent
Contractor) to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that is
otherwise herein contemplated to be taken by an Independent Contractor will not
cause such REO Property to cease to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code) or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property (provided that such income would otherwise so qualify).

            "Individual Certificate": Any Certificate in definitive, fully
registered form without interest coupons.

            "Initial Rate": With respect to an ARD Loan, the Mortgage Rate at
which interest accrues on such ARD Loan until its Anticipated Repayment Date.

            "Initial Resolution Period": As defined in Section 2.03(a).

            "Institutional Accredited Investor": An entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated
under the Act, or an entity in which all the equity owners meet such
requirements.

            "Insurance Proceeds": Proceeds of any fire and hazard insurance
policy, title policy or other insurance policy relating to a Mortgage Loan
(including any amounts paid by the Master Servicer pursuant to Section 3.08).

            "Interest Accrual Amount": With respect to any Distribution Date and
any Class of Sequential Pay Certificates, an amount equal to interest for the
related Interest Accrual Period at the Pass-Through Rate for such Class on the
related Certificate Principal Amount. With respect to any Distribution Date and
the [Class X-1] or [X-2] Certificates, an amount equal to the sum of the Accrued
Component Interest for the related Interest Accrual Period for all of the
respective Components for such Class for such Interest Accrual Period.
Calculations of interest due in respect of the Certificates shall be made on the
basis of a 360-day year consisting of twelve 30-day months.

            "Interest Accrual Period": With respect to any Distribution Date and
with respect to each Class of Certificates, the calendar month preceding the
month in which such Distribution Date occurs. Each Interest Accrual Period with
respect to each Class of Certificates is assumed to consist of 30 days.

            "Interest Distribution Amount": With respect to any Distribution
Date and each Class of Regular Certificates, an amount equal to (A) the sum of
(i) the Interest Accrual Amount for such Distribution Date and (ii) the Interest
Shortfall, if any, for such Distribution Date, less (B) any Excess Prepayment
Interest Shortfall allocated to such Class on such Distribution Date pursuant to
Section 4.01(g).


                                      -32-
<PAGE>

            "Interest Reserve Account": The trust account or subaccount created
and maintained by the Trustee pursuant to Section 3.25, which shall be entitled
"_____________, as Trustee, in trust for Holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 20__-__,
Interest Reserve Account" and which shall be an Eligible Account.

            "Interest Shortfall": With respect to any Distribution Date for any
Class of Regular Certificates, the sum of (a) the portion, of the Interest
Distribution Amount for such Class remaining unpaid as of the close of business
on the preceding Distribution Date, and (b) to the extent permitted by
applicable law, (i) other than in the case of the [Class X] Certificates, one
month's interest on that amount remaining unpaid at the Pass-Through Rate
applicable to such Class for the current Distribution Date, and (ii) in the case
of the [Class X] Certificates, one month's interest on that amount remaining
unpaid at the WAC Rate for such Distribution Date.

            "Interested Person": As of any date of determination, the Depositor,
the Master Servicer, the Special Servicer, the Trustee, any Mortgage Loan
Seller, any Mortgagor, any manager of a Mortgaged Property, any Independent
Contractor engaged by the Special Servicer pursuant to Section 3.17, or any
Person known to a Responsible Officer of the Trustee to be an Affiliate of any
of them.

            "Investment Account": As defined in Section 3.07(a).

            "Investment Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the four highest generic rating categories
by at least one Rating Agency.

            "Investment Representation Letter": As defined in Section
5.02(c)(i)(A).

            "Investor Certification": A certification in the form of [Exhibit
O-1] hereto.

            "IRS": The Internal Revenue Service.

            "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan (or portion thereof with respect to the _____ AB Mortgage Loan) is
repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of the
related Loan Sale Agreement (unless the applicable Mortgage Loan Seller does not
repurchase such Mortgage Loan until after more than 180 days following its
receipt of notice of a Material Breach); (iv) such Mortgage Loan is purchased by
the Controlling Class Option Holder pursuant to Section 3.18(b); (v) such
Mortgage Loan is purchased by the Special Servicer, the Master Servicer, the
Holders of the Controlling Class, the Remaining Certificateholder or the Holders
of the [Class LR] Certificates pursuant to Section 9.01; (vi) such Mortgage Loan
is purchased by the Companion Holder or the holder of a mezzanine loan pursuant
to the related intercreditor agreement or (vii) the taking of a Mortgaged
Property (or portion thereof) by exercise of the power of eminent domain or
condemnation. With respect to any REO Property (and the related REO Mortgage
Loan), any of the following events: (i) a Final Recovery Determination is made
with respect to such REO Property; (ii) such REO Property is purchased by the
Master Servicer, the Special Servicer, the Holders of the Controlling Class or
the Holders of the [Class LR] Certificates pursuant to Section 9.01; (iii) the


                                      -33-
<PAGE>

taking of a REO Property (or portion thereof) by exercise of the power of
eminent domain or condemnation or (iv) such REO Property is purchased by the
Companion Holder or the holder of a mezzanine loan pursuant to the related
intercreditor agreements.

            "Liquidation Expenses": Expenses incurred by the Master Servicer,
the Special Servicer and the Trustee in connection with the liquidation of any
Mortgage Loan or property acquired in respect thereof or final payoff of a
Corrected Mortgage Loan (including, without limitation, legal fees and expenses,
committee or referee fees, and, if applicable, brokerage commissions, and
conveyance taxes associated with such Mortgage Loan or Mortgaged Property) and
any Property Protection Expenses incurred with respect to such Mortgage Loan or
such property including interest on the related Property Advances at the Advance
Rate not previously reimbursed from collections or other proceeds therefrom.

            "Liquidation Fee": With respect to any Mortgage Loan or REO Property
which is sold or transferred or otherwise liquidated, an amount equal to the
product of the Principal Recovery Percentage multiplied by an amount equal to
(a) the Liquidation Proceeds of such Mortgage Loan or REO Property (other than
(a) any such proceeds specified in (1) clause (vii) of the first sentence of the
definition of Liquidation Event or (2) clause (iii) of the second sentence of
the definition of Liquidation Event or (b) amounts for which a Workout Fee has
been paid, or will be payable) minus (b) any broker's commission and related
brokerage referral fees; provided, however, that the Liquidation Fee with
respect to any Mortgage Loan or Mortgaged Property purchased or repurchased
pursuant to clauses (iii) through (vi) of the first sentence of the definition
of Liquidation Event or clauses (ii) or (iv) of the second sentence of such
definition shall be zero.

            "Liquidation Proceeds": The amount (other than Insurance Proceeds)
received in connection with a Liquidation Event.

            "Loan Agreement": With respect to any Mortgage Loan, the loan
agreement, if any, between the related Originator and the Mortgagor, pursuant to
which such Mortgage Loan was made.

            "Loan Documents": With respect to any Mortgage Loan, the documents
executed or delivered in connection with the origination of such Mortgage Loan,
or subsequently added to the related Mortgage File.

            "Loan Number": With respect to any Mortgage Loan, the loan number by
which such Mortgage Loan was identified on the books and records of the
Depositor or any sub-servicer for the Depositor, as set forth in the Mortgage
Loan Schedule.

            "Loan Pair": Collectively, a Companion Loan and the related AB
Mortgage Loan.

            "Loan Sale Agreement": The _____ Loan Sale Agreement or the ________
Loan Sale Agreement.

            "Loan-to-Value Ratio": With respect to any Mortgage Loan or Loan
Pair, as of any date of determination, the fraction, expressed as a percentage,
the numerator of which is the


                                      -34-
<PAGE>

then unpaid principal balance of such Mortgage Loan or Loan Pair, and the
denominator of which is the Appraised Value of the related Mortgaged Property as
determined by an Appraisal thereof.

            "Lock-Box Account": With respect to any Mortgaged Property, if
applicable, any account created pursuant to any documents relating to a Mortgage
Loan to receive rental or other income generated by the Mortgaged Property. Any
Lock-Box Account shall be beneficially owned for federal income tax purposes by
the Person who is entitled to receive the reinvestment income or gain thereon in
accordance with the terms and provisions of the related Mortgage Loan and
Section 3.07, which Person shall be taxed on all reinvestment income or gain
thereon.

            "Lock-Box Agreement": With respect to any Mortgage Loan, the
lock-box or other similar agreement, if any, between the related Originator (or
with respect to the _______ AB Mortgage Loan, _______, _______ and the holder of
the related Companion Loan) and the Mortgagor, pursuant to which the related
Lock-Box Account, if any, may have been established.

            "Lock-out Period": With respect to any Mortgage Loan, the period of
time specified in the related Loan Documents during which voluntary prepayments
by the related Mortgagor are prohibited.

            "Lower-Tier Distribution Account": The account or accounts created
and maintained as a separate account (or separate sub-account within the same
account as the Upper-Tier Distribution Account) or accounts by the Trustee
pursuant to Section 3.05(b), which shall be entitled "________________________,
as Trustee, in trust for Holders of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 20__-__, Lower-Tier
Distribution Account" and which must be an Eligible Account.

            "Lower-Tier Regular Interests": The [LA-1-1], [Class LA-1-2], [Class
LA-1-3], [Class LA-2-1], [Class LA-2-2], [Class LA-2-3], [Class LA-2-4], [Class
LA-3-1], [Class LA-3-2], [Class LB], [Class LC-1], [Class LC-2], [Class LD-1],
[Class LD-2], [Class LD-3], [Class LE-1], [Class LE-2], [Class LF-1], [Class
LF-2], [Class LG-1], [Class LG-2], [Class LH], [Class LJ-1], [Class LJ-2],
[Class LK], [Class LL], [Class LM], [Class LN], [Class LO], [Class LP] and
[Class LS] Interests.

            "Lower-Tier REMIC": A segregated asset pool within the Trust Fund
consisting of the Mortgage Loans (exclusive of Excess Interest), collections
thereon, any REO Property acquired in respect thereof and all proceeds of such
REO Property, other property of the Trust Fund related thereto, and amounts held
in respect thereof from time to time in the Collection Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Reserve Account and the
Lower-Tier Distribution Account.

            "Lower-Tier Principal Balance": The principal amount of any
Lower-Tier Regular Interest outstanding as of any date of determination. As of
the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular
Interest shall equal the Original Lower-Tier Principal Balance as set forth in
the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier
Principal Balance of each Lower-Tier Regular Interest shall be permanently
reduced by all distributions of principal deemed to have been made in respect of
such Lower-Tier Regular Interest on such Distribution Date pursuant to Section
4.01(a), and shall be further permanently reduced on such Distribution Date by
all Realized Losses and Additional Trust


                                      -35-
<PAGE>

Fund Expenses deemed to have been allocated thereto on such Distribution Date
pursuant to Section 4.04(a).

            "MAI": Member of the Appraisal Institute.

            "Manager": With respect to any Mortgage Loan, any property manager
for the related Mortgaged Properties.

            "Master Servicer": ________ or its successor in interest, or any
successor Master Servicer appointed as herein provided.

            "Master Servicer Event of Default" As defined in Section 7.01(a).

            "Master Servicer Remittance Date": With respect to any Distribution
Date, the Business Day immediately preceding such Distribution Date.

            "Master Servicer Servicing Standard": For so long as
_____________________ is Master Servicer hereunder, with respect to the Master
Servicer shall mean the servicing of the Mortgage Loans and the related
Companion Loans, as a collective whole (as determined by the Master Servicer in
its good faith and reasonable judgment), in accordance with applicable law, the
terms of this Agreement, the related intercreditor agreements and the terms of
the respective Mortgage Loans and, to the extent consistent with the foregoing,
further as follows: (i) with the same care, skill and diligence as is normal and
usual in its general mortgage servicing and real estate owned property
management activities on behalf of third parties or on behalf of itself,
whichever is higher, with respect to mortgage loans and real estate owned
properties that are comparable to those for which it is responsible under this
Agreement and (ii) with a view to the timely collection of all scheduled
payments of principal and interest under the Mortgage Loans, but without regard
to: (a) any relationship that the Master Servicer or any of its Affiliates, may
have with the related Mortgagor, (b) the ownership of any Certificate, Companion
Loan or mezzanine loan by the Master Servicer or by any of its Affiliates, (c)
the Master Servicer's obligation to make Advances and (d) the right of the
Master Servicer (or any Affiliate) to receive reimbursement of costs, or the
sufficiency of any compensation payable to it, under this Agreement or with
respect to any particular transaction. At any time that _____________________ is
not the Master Servicer hereunder, the Master Servicer Servicing Standards shall
mean with respect to the Master Servicer the servicing of the Mortgage Loans and
the related Companion Loans, as a collective whole for which it is responsible
in accordance with applicable law, the terms of this Agreement and the Loan
Documents and, if applicable, the related intercreditor agreements and, to the
extent consistent with the foregoing, in accordance with the higher of the
following standards of care: (1) the same manner in which, and with the same
care, skill, prudence and diligence with which the Master Servicer services and
administers similar mortgage loans for other third-party portfolios giving due
consideration to customary and usual standards of practice of prudent
institutional commercial, multifamily and manufactured housing community
mortgage lenders servicing their own loans, and (2) the same care, skill,
prudence and diligence with which the Master Servicer services and administers
similar commercial, multifamily and manufactured housing community mortgage
loans owned by the Master Servicer, but without regard to: (A) any relationship
that the Master Servicer, or any of its Affiliates may have with the related
Mortgagor or any Affiliate thereof, any Mortgage Loan


                                      -36-
<PAGE>

Seller or any other party to this Agreement; (B) the ownership of any
Certificate, Companion Loan or mezzanine loan by the Master Servicer or any of
its Affiliates; (C) the Master Servicer's right to receive compensation for its
services under this Agreement or with respect to any particular transaction; (D)
the ownership, servicing or management for others of any other mortgage loans or
mortgaged properties by the Master Servicer; and (E) any debt that the Master
Servicer or any of its Affiliates has extended to any Mortgagor or any of its
affiliates.

            "Material Breach": A Breach that materially and adversely affects
the value of a Mortgage Loan, the related Mortgaged Property or the interests of
the Trust Fund therein or of any Certificateholder.

            "Material Document Defect": A Document Defect that materially and
adversely affects the value of a Mortgage Loan, the related Mortgaged Property
or the interests of the Trust Fund therein or of any Certificateholder;
provided, however, that the absence of, or a material and adverse irregularity
on the face of, any of the following documents shall be presumed to be Material
Document Defects: the original Note (or a lost note affidavit and indemnity), an
original or executed copy of the Mortgage, an original or copy of the required
lender's title insurance policy (or in lieu thereof a marked-up title commitment
marked as binding and countersigned by the title company or its authorized
agent), the original or copy of any related letters of credit or a copy of any
related Ground Lease from the Mortgage File.

            "Maturity Date": With respect to each Mortgage Loan, the maturity
date as set forth on the Mortgage Loan Schedule.

            "Monthly Payment": With respect to any Mortgage Loan (other than any
REO Mortgage Loan) and any Due Date, the scheduled monthly payment of principal
(if any) and interest at the related Mortgage Rate, which is payable by the
related Mortgagor on such Due Date under the related Note or Notes. The Monthly
Payment with respect to (i) an REO Mortgage Loan, or (ii) any Mortgage Loan
which is delinquent at its respective Maturity Date and with respect to which
the Special Servicer does not enter into an extension, is the monthly payment
that would otherwise have been payable on the related Due Date had the related
Note not been discharged or the related Maturity Date had not been reached, as
the case may be, determined as set forth in the preceding sentence and on the
assumption that all other amounts, if any, due thereunder are paid when due.

            "Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on or first priority ownership interest in a Mortgaged Property
securing a Note.

            "Mortgage File": With respect to any Mortgage Loan, subject to
Section 2.01(b), collectively the following documents:

            (1) the original Note, endorsed by the most recent endorsee prior to
      the Trustee or, if none, by the originator, without recourse, in blank or
      to the order of the Trustee in the following form: "Pay to the order of
      ________________, as trustee for the registered holders of GS Mortgage
      Securities Corporation II Commercial Mortgage Pass-Through Certificates,
      Series 20__-__, without recourse";


                                      -37-
<PAGE>

            (2) the original or a copy of the Mortgage and, if applicable, the
      originals or copies of any intervening assignments thereof showing a
      complete chain of assignment from the originator of the Mortgage Loan to
      the most recent assignee of record thereof prior to the Trustee, if any,
      in each case with evidence of recording indicated thereon;

            (3) the original of the assignment of the Mortgage, in recordable
      form, executed by the most recent assignee of record thereof prior to the
      Trustee, or if none by the originator, either in blank or in favor of the
      Trustee (in such capacity);

            (4) an original or copy of any related Assignment of Leases, Rents
      and Profits (if such item is a document separate from the Mortgage) and,
      if applicable, the originals or copies of any intervening assignments
      thereof showing a complete chain of assignment from the originator of the
      Mortgage Loan to the most recent assignee of record thereof prior to the
      Trustee, if any, in each case with evidence of recording thereon;

            (5) an original assignment of any related Assignment of Leases,
      Rents and Profits (if such item is a document separate from the Mortgage),
      in recordable form, executed by the most recent assignee of record thereof
      prior to the Trustee, or, if none, by the originator, either in blank or
      in favor of the Trustee (in such capacity), which assignment may be
      included as part of the corresponding Assignment of Mortgage, referred to
      in clause (3) above;

            (6) an original or a copy of any related Security Agreement (if such
      item is a document separate from the Mortgage) and, if applicable, the
      originals or copies of any intervening assignments thereof showing a
      complete chain of assignment from the originator of the Mortgage Loan to
      the most recent assignee of record thereof prior to the Trustee, if any;

            (7) an original assignment of any related Security Agreement (if
      such item is a document separate from the Mortgage) executed by the most
      recent assignee of record thereof prior to the Trustee or, if none, by the
      originator, either in blank or in favor of the Trustee (in such capacity),
      which assignment may be included as part of the corresponding Assignment
      of Mortgage referred to in clause (3) above;

            (8) originals or copies of all assumption, modification, written
      assurance and substitution agreements, with evidence of recording thereon,
      where appropriate, in those instances where the terms or provisions of the
      Mortgage, Note or any related security document have been modified or the
      Mortgage Loan has been assumed;

            (9) the original or a copy of the lender's title insurance policy,
      together with all endorsements or riders (or copies thereof) that were
      issued with or subsequent to the issuance of such policy, insuring the
      priority of the Mortgage as a first lien on the Mortgaged Property;

            (10) the original or a copy of any guaranty of the obligations of
      the Mortgagor under the Mortgage Loan which was in the possession of the
      related Mortgage Loan Seller at the time the Mortgage Files were delivered
      to the Trustee together with (A) if applicable, the original or copies of
      any intervening assignments of such guaranty


                                      -38-
<PAGE>

      showing a complete chain of assignment from the originator of the Mortgage
      Loan to the most recent assignee thereof prior to the Trustee, if any, and
      (B) an original assignment of such guaranty executed by the most recent
      assignee thereof prior to the Trustee or, if none, by the originator;

            (11) (A) file or certified copies of any UCC financing statements
      and continuation statements which were filed in order to perfect (and
      maintain the perfection of) any security interest held by the originator
      of the Mortgage Loan (and each assignee of record prior to the Trustee) in
      and to the personalty of the Mortgagor at the Mortgaged Property (in each
      case with evidence of filing thereon) and which were in the possession of
      the related Mortgage Loan Seller (or its agent) at the time the Mortgage
      Files were delivered and (B) if any such security interest is perfected
      and the earlier UCC financing statements and continuation statements were
      in the possession of the related Mortgage Loan Seller, a UCC financing
      statement executed by the most recent assignee of record prior to the
      Trustee or, if none, by the originator, evidencing the transfer of such
      security interest, either in blank or in favor of the Trustee;

            (12) the original or a copy of the power of attorney (with evidence
      of recording thereon, if appropriate) granted by the Mortgagor if the
      Mortgage, Note or other document or instrument referred to above was not
      signed by the Mortgagor;

            (13) the related Ground Lease or a copy thereof, if any;

            (14) the original or a copy of any lockbox agreement or deposit
      account or similar agreement;

            (15) the original or a copy of any intercreditor agreement with
      respect to the Mortgage Loan;

            (16) the original or a copy of any Environmental Insurance Policy;

            (17) the original or a copy (if the original is held by the Master
      Servicer) of any letter of credit and any related transfer documents;

            (18) [Reserved]; and

            (19) with respect to any Companion Loan, all of the above documents
      with respect to such Companion Loan and the related intercreditor
      agreement; provided that a copy of each mortgage note relating to such
      Companion Loan, rather than the original, shall be provided, and no
      assignments of such mortgage note shall be provided

and provided, further, that, whenever the term "Mortgage File" is used to refer
to documents actually received by the Trustee or a Custodian appointed thereby,
such term shall not be deemed to include such documents and instruments required
to be included therein unless they are actually so received.

            "Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund, the mortgage


                                      -39-
<PAGE>

loans originally so transferred, assigned and held being identified on the
Mortgage Loan Schedule as of the Cut-Off Date. Such term shall include any REO
Mortgage Loan or defeased Mortgage Loan. As used in this Agreement, the term
"Mortgage Loan" does not include any Companion Loan.

            "Mortgage Loan Schedule": The list of Mortgage Loans included in the
Trust Fund as of the Closing Date being attached hereto as [Exhibit B], which
list shall set forth the following information with respect to each Mortgage
Loan:

                  (i) the Mortgagor's name and the name of the related Mortgaged
            Property;

                  (ii) the Monthly Payment in effect as of the Cut-Off Date;

                  (iii) the Mortgage Rate (separately identifying with respect
            to any ARD Loan, the Initial Rate and the Excess Rate and the
            Revised Rate, if any), including the interest calculation convention
            (i.e., "30/360" or "actual/360") and a code indicating whether such
            rate is a fixed or adjustable rate;

                  (iv) the Net Mortgage Rate in effect at the Cut-Off Date;

                  (v) the original principal balance;

                  (vi) the original term to stated maturity, remaining term to
            stated maturity, and Maturity Date;

                  (vii) the original and remaining amortization terms;

                  (viii) the Stated Principal Balance as of the Cut-Off Date;

                  (ix) the loan-to-value ratio as of the Cut-Off Date;

                  (x) the applicable Servicing Fee Rate as of the Cut-Off Date;

                  (xi) the applicable Loan Number;

                  (xii) the number of Mortgaged Properties securing such
            Mortgage Loan;

                  (xiii) the Anticipated Repayment Date, if any;

                  (xiv) the Originator (or in the case of the _________ AB Loan,
            Originators); and

                  (xv) whether such Mortgage Loan has a letter of credit as part
            of the related Mortgage File.

The Mortgage Loan Schedule shall also set forth the total of the amounts
described under clauses (v) and (viii) above for all of the Mortgage Loans.


                                      -40-
<PAGE>

            "Mortgage  Loan Seller":  Each of __________ and  __________,  and
their respective successors in interest.

            "Mortgage Rate": With respect to any Mortgage Loan, the per annum
rate at which interest accrues on such Mortgage Loan as stated in the related
Note, in each case without giving effect to the Excess Rate or the Default Rate
with respect to any Mortgage Loan. Notwithstanding the foregoing, if any
Mortgage Loan does not accrue interest on the basis of a 360-day year consisting
of twelve 30-day months, then, for purposes of calculating the WAC Rate, the
Mortgage Rate of such Mortgage Loan for any one-month period preceding a related
Due Date shall be the annualized rate at which interest would have to accrue in
respect of such Mortgage Loan on the basis of a 360-day year consisting of
twelve 30-day months in order to produce the aggregate amount of interest
actually accrued in respect of such Mortgage Loan during such one-month period
at the related Mortgage Rate; provided, however, that with respect to each
Mortgage Loan which accrues interest on the basis of a 360-day year and the
actual number of days, (i) the Mortgage Rate for the one-month period preceding
the Due Dates in January and February in any year which is not a leap year and
in February in any year which is a leap year, shall be determined net of any
Withheld Amounts and (ii) the Mortgage Rate for the one-month period preceding
the Due Date in March shall be determined taking into account the addition of
any such Withheld Amounts.

            "Mortgaged Property": The underlying property securing a Mortgage
Loan, including any REO Property, consisting of a fee simple estate, and, with
respect to certain Mortgage Loans, a leasehold estate, or both a leasehold
estate and a fee simple estate, or a leasehold estate in a portion of the
property and a fee simple estate in the remainder, in a parcel of land improved
by a commercial or multifamily property, together with any personal property,
fixtures, leases and other property or rights pertaining thereto.

            "Mortgagor": The obligor or obligors on a Note, including, without
limitation, any Person that has acquired the related Mortgaged Property and
assumed the obligations of the original obligor under such Note.

            "Mortgagor Account": As defined in Section 3.07(a).

            "Net Insurance Proceeds": Insurance Proceeds, to the extent such
proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the express
requirements of the Mortgage or Note or other Loan Documents included in the
Mortgage File or in accordance with prudent and customary servicing practices,
or with respect to the Environmental Insurance Policy, applied to pay any costs,
expenses, penalties, fines or similar items.

            "Net Liquidation Proceeds": The Liquidation Proceeds received with
respect to any Mortgage Loan (including an REO Mortgage Loan) net of the amount
of (i) Liquidation Expenses incurred with respect thereto and, (ii) with respect
to proceeds received in connection with the taking of a Mortgaged Property (or
portion thereof) by the power of eminent domain in condemnation, amounts
required to be applied to the restoration or repair of the related Mortgaged
Property.


                                      -41-
<PAGE>

            "Net Mortgage Rate": With respect to any Mortgage Loan and any
Distribution Date, the per annum rate equal to the Mortgage Rate for such
Mortgage Loan minus the related Administrative Cost Rate (adjusted if necessary
to accrue on the basis of a 360-day year consisting of twelve 30-day months);
provided, however, that, for purposes of calculating any Pass-Through Rate, the
Net Mortgage Rate of such Mortgage Loan shall be determined without regard to
any modification, waiver or amendment of the terms of such Mortgage Loan,
whether agreed to by the Special Servicer or resulting from bankruptcy,
insolvency or any similar proceeding involving the related Mortgagor.

            "Net REO Proceeds": With respect to each REO Property and any
related REO Mortgage Loan, REO Proceeds with respect to such REO Property or REO
Mortgage Loan (other than the proceeds of a liquidation thereof) net of any
insurance premiums, taxes, assessments, ground rents and other costs and
expenses permitted to be paid therefrom pursuant to Section 3.17(b) of this
Agreement.

            "New Lease": Any lease of REO Property entered into on behalf of the
Trust Fund, including any lease renewed or extended on behalf of the Trust Fund
if the Trust Fund has the right to renegotiate the terms of such lease.

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

            "Nonrecoverable Advance": Any portion of an Advance proposed to be
made or previously made which has not been previously reimbursed to the Master
Servicer or the Trustee, as applicable, and which, in the good faith business
judgment of the Master Servicer or the Trustee, as applicable, will not or, in
the case of a proposed Advance, would not be ultimately recoverable (together
with anticipated Advance Interest Amounts) from late payments, Insurance
Proceeds, Liquidation Proceeds and other collections on or in respect of the
related Mortgage Loan or Companion Loan, in any case taking into account all
prior unreimbursed Advances and Advance Interest Amounts. The judgment or
determination by the Master Servicer or the Trustee that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance shall be evidenced in the case of the Master Servicer, by
a certificate of a Servicing Officer delivered to the Trustee and the Depositor,
and in the case of the Trustee, by a certificate of a Responsible Officer of the
Trustee delivered to the Depositor, which in each case sets forth such judgment
or determination and the procedures and considerations of the Master Servicer
(including any information provided by the Special Servicer) or Trustee, as
applicable, forming the basis of such determination (including, but not limited
to, information selected by the Person making such judgment or determination in
its good faith discretion, such as related income and expense statements, rent
rolls, occupancy status, property inspections, Master Servicer, Special Servicer
or Trustee inquiries, third party engineering and environmental reports, and any
Appraisal thereof conducted within the past 12 months; copies of such documents
to be included with the certificate of a Responsible Officer). Any determination
of non-recoverability made by the Master Servicer may be made without regard to
any value determination made by the Special Servicer other than pursuant to an
Appraisal. In addition, upon the determination by the Master Servicer or the
Trustee that an Advance with respect to any Mortgage Loan would be a
Nonrecoverable Advance, any future Advances with respect to such Mortgage Loan
shall be deemed to be Nonrecoverable Advances


                                      -42-
<PAGE>

until notice to the contrary is received from the Master Servicer or the
Trustee, as the case may be.

            "Note": With respect to any Mortgage Loan or Companion Loan as of
any date of determination, the note or other evidence of indebtedness and/or
agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan
or Companion Loan, including any amendments or modifications, or any renewal or
substitution notes, as of such date.

            "Notice of Termination": Any of the notices given to the Trustee by
the Master Servicer, the Depositor or any Holder of a [Class LR] Certificate
pursuant to Section 9.01(c).

            "Notional Amount": For any date of determination, (a) with respect
to the [Class X-1] Certificates, a notional principal amount equal to the [Class
X-1] Notional Amount, (b) with respect to the [Class X-2] Certificates, a
notional principal amount equal to the [Class X-2] Notional Amount and (c) in
the case of each Component, the amount set forth in the applicable definition
thereof.

            "Officers' Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President
(however denominated) and by the Treasurer, the Secretary, one of the Assistant
Treasurers or Assistant Secretaries, any Trust Officer or other officer of the
Master Servicer or the Special Servicer, as the case may be, customarily
performing functions similar to those performed by any of the above designated
officers and also with respect to a particular matter, any other officer to whom
such matter is referred because of such officer's knowledge of and familiarity
with the particular subject, or an authorized officer of the Depositor, and
delivered to the Depositor, the Trustee or the Master Servicer, as the case may
be.

            "Operating Statement Analysis": With respect to each Mortgage Loan
and REO Mortgage Property, a report substantially containing the content
described in [Exhibit Q-7] attached hereto.

            "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be counsel for the Depositor, the Special Servicer or the Master
Servicer, as the case may be, acceptable to the Trustee, except that any opinion
of counsel relating to (a) qualification of the Upper-Tier REMIC or Lower-Tier
REMIC as a REMIC or the imposition of tax under the REMIC Provisions on any
income or property of either such REMIC, (b) compliance with the REMIC
Provisions (including application of the definition of "Independent
Contractor"), (c) qualification of the Grantor Trust as a grantor trust or (d) a
resignation of the Master Servicer or Special Servicer pursuant to Section 6.04,
must be an opinion of counsel who is Independent of the Depositor, the Special
Servicer and the Master Servicer.

            "Option": As defined in Section 3.18(b).

            "Option Holder": As defined in Section 3.18(b).

            "Option Notice": As defined in Section 3.18(b).

            "Option Purchase Price": As defined in Section 3.18(c).


                                      -43-
<PAGE>

            "Original [Class X-1] Notional Amount": $[____________].

            "Original [Class X-2] Notional Amount": $[____________].

            "Original Notional Amount": The Original [Class X-1] Notional Amount
or the Original [Class X-2] Notional Amount, as the context requires.

            "Originator": Each of ______________, a ________ [type of
organization], _______________, a [type of organization], and ___________.

            "Ownership Interest": Any record or beneficial interest in a [Class
R] or [Class LR] Certificate.

            "P&I Advance": As to any Mortgage Loan, any advance made by the
Master Servicer or the Trustee pursuant to Section 4.06. Each reference to the
payment or reimbursement of a P&I Advance shall be deemed to include, whether or
not specifically referred to but without duplication, payment or reimbursement
of interest thereon at the Advance Rate through the date of payment or
reimbursement.

            "Pass-Through Rate": Each of the [Class A-1] Pass-Through Rate, the
[Class A-2] Pass-Through Rate, the [Class A-3] Pass-Through Rate, the [Class
X-1] Pass-Through Rate, the [Class X-2] Pass-Through Rate, the [Class B]
Pass-Through Rate, the [Class C] Pass-Through Rate, the [Class D] Pass-Through
Rate, the [Class E] Pass-Through Rate, the [Class F] Pass-Through Rate, the
[Class G] Pass-Through Rate, the [Class H] Pass-Through Rate, the [Class J]
Pass-Through Rate, the [Class K] Pass-Through Rate, the [Class L] Pass-Through
Rate, the [Class M] Pass-Through Rate, the [Class N] Pass-Through Rate, the
[Class O] Pass-Through Rate, the [Class P] Pass-Through Rate and the [Class S]
Pass-Through Rate. The [Class R] and [Class LR] Certificates do not have
Pass-Through Rates.

            "Paying Agent": The paying agent appointed pursuant to Section 5.04.

            "Penalty Charges": With respect to any Mortgage Loan (or successor
REO Mortgage Loan), any amounts actually collected thereon from the Mortgagor
that represent default charges, penalty charges, late fees and Default Interest.

            "Percentage Interest": As to any Certificate, the percentage
interest evidenced thereby in distributions required to be made with respect to
the related Class. With respect to any Certificate (except the [Class R] and
[Class LR] Certificates), the percentage interest is equal to the initial
denomination of such Certificate divided by the initial Certificate Principal
Amount or Notional Amount, as applicable, of such Class of Certificates. With
respect to any [Class R] or [Class LR] Certificate, the percentage interest is
set forth on the face thereof.

            "Permitted Investments": Any one or more of the following
obligations or securities payable on demand or having a scheduled maturity on or
before the Business Day preceding the date upon which such funds are required to
be drawn (provided that funds invested by the Trustee in Permitted Investments
managed or advised by the Trustee may mature on the Distribution Date) and a
maximum maturity of 365 days, regardless of whether issued by the Depositor, the
Master Servicer, the Trustee or any of their respective Affiliates and having at
all


                                      -44-
<PAGE>

times the required ratings, if any, provided for in this definition, unless each
Rating Agency shall have confirmed in writing to the Master Servicer that a
lower rating would not, in and of itself, result in a downgrade, qualification
or withdrawal of the then current ratings assigned to the Certificates:

            (a) obligations of, or obligations fully guaranteed as to payment of
      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 of America including, without
      limitation, obligations of: the U.S. Treasury (all direct or fully
      guaranteed obligations), the Farmers Home Administration (certificates of
      beneficial ownership), the General Services Administration (participation
      certificates), the U.S. Maritime Administration (guaranteed Title XI
      financing), the Small Business Administration (guaranteed participation
      certificates and guaranteed pool certificates), the U.S. Department of
      Housing and Urban Development (local authority bonds) and the Washington
      Metropolitan Area Transit Authority (guaranteed transit bonds); provided,
      however, that the investments described in this clause must (A) have a
      predetermined fixed dollar of principal due at maturity that cannot vary
      or change, (B) if such investments have a variable rate of interest, such
      interest rate must be tied to a single interest rate index plus a fixed
      spread (if any) and must move proportionately with that index, and (C)
      such investments must not be subject to liquidation prior to their
      maturity;

            (b) Federal Housing Administration debentures;

            (c) obligations of the following United States government sponsored
      agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm
      Credit System (consolidated system-wide bonds and notes), the Federal Home
      Loan Banks (consolidated debt obligations), the Federal National Mortgage
      Association (debt obligations), the Student Loan Marketing Association
      (debt obligations maturing prior to __________________), the Financing
      Corp. (debt obligations), and the Resolution Funding Corp. (debt
      obligations); provided, however, that the investments described in this
      clause must (A) have a predetermined fixed dollar amount of principal due
      at maturity that cannot vary or change, (B) if such investments have a
      variable rate of interest, such interest rate must be tied to a single
      interest rate index plus a fixed spread (if any) and must move
      proportionately with that index, and (C) such investments must not be
      subject to liquidation prior to their maturity;

            (d) federal funds, unsecured certificates of deposit, time or
      similar deposits, bankers' acceptances and repurchase agreements of any
      bank, the short term obligations of which are rated in the highest short
      term rating category by each Rating Agency (or, if not rated by _____ or
      _____, otherwise acceptable to ____ or ____, as applicable, as confirmed
      in writing that such investment would not, in and of itself, result in a
      downgrade, qualification or withdrawal of the then current ratings
      assigned to the Certificates); provided, however, that the investments
      described in this clause must (A) have a predetermined fixed dollar amount
      of principal due at maturity that cannot vary or change, (B) if such
      investments have a variable rate of interest, such interest rate must be
      tied to a single interest rate index plus a fixed spread (if any) and must
      move


                                      -45-
<PAGE>

      proportionately with that index, and (C) such investments must not be
      subject to liquidation prior to their maturity;

            (e) demand and time deposits in, or certificates of deposit of, or
      bankers' acceptances issued by, any bank or trust company, savings and
      loan association or savings bank, the short term obligations of which are
      rated in the highest short term rating category by each Rating Agency (or,
      if not rated by _____ or _____, otherwise acceptable to _____ or _____, as
      applicable, as confirmed in writing that such investment would not, in and
      of itself, result in a downgrade, qualification or withdrawal of the then
      current ratings assigned to the Certificates); provided, however, that the
      investments described in this clause must (A) have a predetermined fixed
      dollar amount of principal due at maturity that cannot vary or change, (B)
      if such investments have a variable rate of interest, such interest rate
      must be tied to a single interest rate index plus a fixed spread (if any)
      and must move proportionately with that index, and (C) such investments
      must not be subject to liquidation prior to their maturity;

            (f) debt obligations rated by each Rating Agency (or, if not rated
      by _____ or _____, otherwise acceptable to _____ or _____, as applicable,
      as confirmed in writing that such investment would not, in and of itself,
      result in a downgrade, qualification or withdrawal of the then current
      ratings assigned to the Certificates) in its highest long-term unsecured
      rating category; provided, however, that the investments described in this
      clause must (A) have a predetermined fixed dollar of principal due at
      maturity that cannot vary or change, (B) if such investments have a
      variable rate of interest, such interest rate must be tied to a single
      interest rate index plus a fixed spread (if any) and must move
      proportionately with that index, and (C) such investments must not be
      subject to liquidation prior to their maturity;

            (g) commercial paper (including both non-interest-bearing discount
      obligations and interest-bearing obligations payable on demand or on a
      specified date not more than one year after the date of issuance thereof)
      that is rated by each Rating Agency (or, if not rated by _____ or _____,
      otherwise acceptable to _____ or _____, as applicable, as confirmed in
      writing that such investment would not, in and of itself, result in a
      downgrade, qualification or withdrawal of the then current ratings
      assigned to the Certificates) in its highest short-term unsecured debt
      rating; provided, however, that the investments described in this clause
      must (A) have a predetermined fixed dollar of principal due at maturity
      that cannot vary or change, (B) if such investments have a variable rate
      of interest, such interest rate must be tied to a single interest rate
      index plus a fixed spread (if any) and must move proportionately with that
      index, and (C) such investments must not be subject to liquidation prior
      to their maturity;

            (h) the Federated Prime Obligation Money Market Fund (the "Fund") so
      long as the Fund is rated by each Rating Agency in its highest money
      market fund ratings category (or, if not rated by _____ or _____,
      otherwise acceptable to _____ or _____, as applicable, as confirmed in
      writing that such investment would not, in and of itself, result in a
      downgrade, qualification or withdrawal of the then current ratings
      assigned to the Certificates); and


                                      -46-
<PAGE>

            (i) any other demand, money market or time deposit, demand
      obligation or any other obligation, security or investment, provided that
      each Rating Agency has confirmed in writing to the Master Servicer,
      Special Servicer or Trustee, as applicable, that such investment would
      not, in and of itself, result in a downgrade, qualification or withdrawal
      of the then current ratings assigned to the Certificates;

provided, however, that, in the judgment of the Master Servicer, such instrument
continues to qualify as a "cash flow investment" pursuant to Code Section
860G(a)(6) earning a passive return in the nature of interest and that no
instrument or security shall be a Permitted Investment if (i) such instrument or
security evidences a right to receive only interest payments, (ii) the right to
receive principal and interest payments derived from the underlying investment
provides a yield to maturity in excess of [120]% of the yield to maturity at par
of such underlying investment or (iii) the rating for such instrument or
security includes an "r" designation.

            Notwithstanding the foregoing, to the extent that the Loan Documents
with respect to a particular Mortgage Loan require the funds in the related
Mortgagor Accounts to be invested in investments other than those itemized in
clauses (a) through (i) above, the Master Servicer shall invest the funds in
such Mortgagor Accounts in accordance with the terms of the related Loan
Documents.

            "Permitted Transferee": With respect to a [Class R] or [Class LR]
Certificate, any Person that is a Qualified Institutional Buyer other than (a) a
Disqualified Organization, (b) any other Person so designated by the Certificate
Registrar based upon an Opinion of Counsel (provided at the expense of such
Person or the Person requesting the Transfer) to the effect that the Transfer of
an Ownership Interest in any [Class R] or [Class LR] Certificate to such Person
may cause the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC
at any time that the Certificates are outstanding, (c) a Person that is a
Disqualified Non-U.S. Person, (d) a Person that is a U.S. Person with respect to
whom income on a [Class R] or [Class LR] 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 and (e) a
Plan or any Person investing the assets of a Plan.

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

            "Plan":  As defined in Section 5.02(k).

            "Post Default Balloon Period" With respect to any Balloon Mortgage
Loan shall mean the period [30] days after the default in the Balloon Payment (a
"Balloon Default) if the Controlling Class Representative consents to such [30]
day period, provided further, the Post Default Balloon Period may be extended by
the Special Servicer up to an additional [60] days (up to a total of [90] days
after the Balloon Default) with the consent of the Controlling Class
Representative if (a) the Mortgagor continues to make its Applicable Monthly
Payment and within the initial [30] days after the Balloon Default delivers a
statement that it is diligently pursuing refinancing, (b) no other Servicing
Transfer Event shall have occurred with respect to such Mortgage Loan and (c)
within [90] days after the Balloon Default the Mortgagor delivers a


                                      -47-
<PAGE>

binding financing commitment reasonably acceptable to the Special Servicer and
the Controlling Class Representative and provided further, the Special Servicer,
with the consent of the Controlling Class Representative once an acceptable
binding financing commitment has been received within such [90] day period, may
extend the Post-Default Balloon Period for a period not to exceed [120] days
after the Balloon Default.

            "Post-Determination Date Payment Report": A report prepared by the
Master Servicer showing all payments received after the Determination Date which
are included in Available Funds for such Distribution Date. The Master Servicer
shall provide a copy of such report to the Trustee no later than the Business
Day preceding each Master Servicer Remittance Date.

            "Prepayment Assumption": The assumption that there will be zero
prepayments with respect to the Mortgage Loans, other than the ARD Loans, which
are assumed to prepay in full on their Anticipated Repayment Date.

            "Prepayment Interest Excess": With respect to any Distribution Date,
for each Mortgage Loan that was subject to a Principal Prepayment in full or in
part during any Prepayment Period, which Principal Prepayment was applied to
such Mortgage Loan after the Due Date in such Prepayment Period, the amount of
interest that accrued for such Mortgage Loan on the amount of such Principal
Prepayment during the period commencing on the date after such Due Date and
ending on the date as of which such Principal Prepayment was applied to the
unpaid principal balance of the Mortgage Loan, inclusive, to the extent
collected from the related Mortgagor.

            "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was subject to a Principal Prepayment in full
or in part during any Prepayment Period, which Principal Prepayment was applied
to such Mortgage Loan prior to the Due Date in such Prepayment Period, the
amount of interest, to the extent not collected from the related Mortgagor, that
would have accrued on such Mortgage Loan on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to the unpaid principal balance of the Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive.

            "Prepayment Period": With respect to any Distribution Date, the
period beginning the day after the Determination Date in the month immediately
preceding the month in which such Distribution Date occurs (or on the Cut-Off
Date, in the case of the first Distribution Date) through and including the
Determination Date immediately preceding such Distribution Date.

            "Principal Distribution Amount": For any Distribution Date will be
equal to the sum, without duplication, of:

                        (A) the principal component of all scheduled Monthly
                  Payments which became due on the related Due Date (if
                  received, or advanced by the Master Servicer or the Trustee,
                  in respect of such Distribution Date) with respect to the
                  Mortgage Loans;


                                      -48-
<PAGE>

                        (B) the principal component of any payment on any
                  Mortgage Loan received or applied on or after the date on
                  which such payment was due on deposit in the Collection
                  Account as of the related Determination Date, net of the
                  principal portion of any unreimbursed P&I Advances related to
                  such Mortgage Loan;

                        (C) the Unscheduled Payments of any Mortgage Loan on
                  deposit in the Collection Account as of the related
                  Determination Date, net of the principal portion of any
                  unreimbursed P&I Advances related to such Mortgage Loan; and

                        (D) the Principal Shortfall, if any, for such
                  Distribution Date.

            The principal component of the amounts set forth above shall be
determined in accordance with Section 1.02 hereof.

            "Principal Prepayment": Any payment of principal made by a Mortgagor
on a Mortgage Loan which is received in advance of its scheduled Due Date and
which is not accompanied by an amount of interest representing the full amount
of scheduled interest due on any date or dates in any month or months subsequent
to the month of prepayment other than any amount paid in connection with the
release of the related Mortgaged Property through defeasance.

            "Principal Recovery Percentage": With respect to any Specially
Serviced Mortgage Loan, [1.00]%.

            "Principal Shortfall": For any Distribution Date, the amount, if
any, by which (i) the Principal Distribution Amount for the preceding
Distribution Date exceeds (ii) the aggregate amount actually distributed with
respect to principal on one or more Classes of Certificates on such preceding
Distribution Date in respect of such Principal Distribution Amount.

            "Private Certificate" Each of the [Class X], [Class D], [Class E],
[Class F], [Class G], [Class H], [Class J], [Class K], [Class L], [Class M],
[Class N], [Class O], [Class P] and [Class S] Certificates.

            "Private Global Certificate": Each of the Regulation S Global
Certificate or Rule 144A Global Certificate with respect to the Private
Certificates so long as any such Class of Certificates is registered in the name
of a nominee of the Depository.

            "Privileged Person": The Depositor, the Master Servicer, the Special
Servicer, the Trustee, a Rating Agency, a designee of the Depositor, any
Companion Holder and any Person who provides the Trustee with an Investor
Certification.

            "Property Advance": As to any Mortgage Loan, any advance made by the
Master Servicer or the Trustee in respect of Property Protection Expenses or any
expenses incurred to protect, preserve and enforce the security for a Mortgage
Loan or taxes and assessments or insurance premiums, pursuant to Section 3.04 or
Section 3.22, as applicable. Each reference to


                                      -49-
<PAGE>

the payment or reimbursement of a Property Advance shall be deemed to include,
whether or not specifically referred to, payment or reimbursement of interest
thereon at the Advance Rate from and including the date of the making of such
Advance through and including the date of payment or reimbursement.

            "Property Protection Expenses": Any costs and expenses incurred by
the Master Servicer, the Special Servicer or the Trustee pursuant to Sections
3.04, 3.08, 3.10(f), 3.10(g), 3.10(i) and 3.17(b) or indicated herein as being a
cost or expense of the Lower-Tier REMIC (in respect of the Mortgage Loans), in
each case to be advanced by the Master Servicer or the Trustee, as applicable.

            "Public Global Certificate": Each of the [Class A-1], [Class A-2],
[Class A-3], [Class B] and [Class C] Certificates so long as any such Class of
Certificates is registered in the name of a nominee of the Depository.

            "Purchase Price": With respect to any Mortgage Loan, a price equal
to the following: (a) the outstanding principal balance of such Mortgage Loan as
of the date of purchase; plus (b) all accrued and unpaid interest on such
Mortgage Loan at the related Mortgage Rate in effect from time to time to but
not including the Due Date in the Collection Period of purchase; plus (c) all
related unreimbursed Property Advances or P&I Advances; plus (d) all accrued and
unpaid Advance Interest Amounts in respect of related Advances; plus (e) if such
Mortgage Loan is being purchased by a Mortgage Loan Seller pursuant to Section 6
of the related Loan Sale Agreement (i) all expenses incurred or to be incurred
by the Master Servicer, the Special Servicer, the Depositor and the Trustee in
respect of the Breach or Document Defect giving rise to the repurchase
obligation and (ii) the aggregate amount of all Special Servicing Fees, Advance
Interest Amounts (to the extent, if any, not included in clause (d) above) in
respect of related Advances and Additional Trust Fund Expenses incurred prior to
such date of purchase and, in each case, in respect of the related Mortgage Loan
and, if the applicable Mortgage Loan Seller repurchases such Mortgage Loan after
more than [180] days following its receipt of notice of a Material Breach, the
applicable Mortgage Loan Seller will also be required to pay a [1]% Liquidation
Fee. With respect to any REO Property, the amount calculated in accordance with
the first sentence of this definition in respect of the related REO Mortgage
Loan. With respect to the ____________ AB Mortgage Loan, the Purchase Price for
each Mortgage Loan Seller will be its respective percentage of the total
Purchase Price for the ____________ AB Mortgage Loan. The percentage interests
with respect to the ____________ AB Mortgage Loan for each Mortgage Loan Seller
shall be, with respect to ____________, 60% and with respect to ____________,
40%.

            "Qualified Institutional Buyer": A qualified institutional buyer
within the meaning of Rule 144A.

            "Qualified Insurer": As used in Sections 3.08 and 5.08, in the case
of (i) all policies not referred to in clause (ii) below, an insurance company
or security or bonding company qualified to write the related insurance policy
in the relevant jurisdiction and whose claims paying ability is rated in one of
the three highest applicable rating categories by each Rating Agency and (ii) in
the case of the fidelity bond and the errors and omissions insurance required to
be maintained pursuant to Section 3.08(c), a company that shall have a claim
paying


                                      -50-
<PAGE>

ability rated by each Rating Agency no lower than two ratings categories
(without regard to pluses or minuses) lower than the highest rating of any
outstanding Class of Certificates from time to time, but in no event lower than
"_____" by _____ and _____ (or, if not rated by _____, at least "_____" by
____________), unless such insurance company is not rated by one or more Rating
Agencies or has a claims paying ability rated by one or more Rating Agencies in
a rating category lower than required herein, in which case either (a) such
insurer's obligations are guaranteed or backed (in writing with respect to each
insurance policy other than the fidelity bond and the errors and omissions
policy to be maintained by the Master Servicer pursuant to Section 3.08(c)) by a
company having such a claim-paying ability rating, or (b) each such Rating
Agency has confirmed in writing that obtaining the related insurance from an
insurance company that is not rated by such Rating Agency (subject to the
foregoing exceptions) or that has a lower claims paying ability than such
requirements shall not result, in and of itself, in a downgrade, qualification
or withdrawal of the then current ratings by such Rating Agency to any Class of
Certificates.

            "Qualified Mortgage": A Mortgage Loan that is a "qualified mortgage"
within the meaning of Code Section 860G(a)(3) of the Code (but without regard to
the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective
obligation as a qualified mortgage, or any substantially similar successor
provision).

            "Qualifying Substitute Mortgage Loan": In the case of a Deleted
Mortgage Loan, a mortgage loan which, on the date of substitution, (i) has a
principal balance, after deduction of the principal portion of the Monthly
Payment due in the month of substitution, not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) is accruing interest at a rate of
interest at least equal to that of the Deleted Mortgage Loan; (iii) has a fixed
Mortgage Rate; (iv) is accruing interest on the same basis (for example, a
360-day year consisting of twelve 30-day months) as the Deleted Mortgage Loan;
(v) has a remaining term to stated maturity or Anticipated Repayment Date, in
the case of any ARD Loan, not greater than, and not more than two years less
than, that of the Deleted Mortgage Loan; (vi) has an original Loan-to-Value
Ratio not higher than that of the Deleted Mortgage Loan and a current
Loan-to-Value Ratio (equal to the principal balance on the date of substitution
divided by its Appraised Value as determined by an Appraisal dated not more than
twelve months prior to the date of substitution) not higher than the then
current Loan-to-Value Ratio of the Deleted Mortgage Loan; (vii) will comply with
all of the representations and warranties relating to Mortgage Loans set forth
in the related Loan Sale Agreement, as of the date of substitution; (viii) has
an Environmental Assessment relating to the related Mortgaged Property in its
Servicing File; (ix) has a Debt Service Coverage Ratio equal to or greater than
that of the Deleted Mortgage Loan; (x) has been approved by the Controlling
Class Representative (and the applicable Mortgage Loan Seller shall pay the
reasonable expenses of the due diligence (including reasonable legal fees)
incurred by the Controlling Class Representative in reviewing any proposed
Qualifying Substitute Mortgage Loan); and (xi) as to which the Trustee has
received an Opinion of Counsel, at the related Mortgage Loan Seller's expense,
that such Qualifying Substitute Mortgage Loan is a "qualified replacement
mortgage" within the meaning of Section 860G(a)(4) of the Code; provided that no
Qualifying Substitute Mortgage Loan may have a Maturity Date after the date
three years after the Maturity Date of the Deleted Loan, and provided, further,
that no such Qualifying Substitute Mortgage Loan shall be substituted for a
Deleted Mortgage Loan unless Rating Agency Confirmation is obtained. In the
event that either one mortgage loan is substituted for more than one Deleted


                                      -51-
<PAGE>

Mortgage Loan or more than one mortgage loan is substituted for one or more
Deleted Mortgage Loans, then (a) the principal balance referred to in clause (i)
above shall be determined on the basis of aggregate principal balances and (b)
the remaining term to stated maturity referred to in clause (v) above shall be
determined on a weighted average basis. Whenever a Qualifying Substitute
Mortgage Loan is substituted for a Deleted Mortgage Loan pursuant to this
Agreement, the party effecting such substitution shall certify that such
Mortgage Loan meets all of the requirements of this definition and shall send
such certification to the Trustee. In the event that the __________ AB Mortgage
Loan is a Deleted Mortgage Loan, each Mortgage Loan Seller may substitute a
Qualifying Substitute Mortgage Loan which meets the above described requirements
based on the terms of the Note such Mortgage Loan Seller sold to the Depositor.

            "Rated Final Distribution Date": The Distribution Date occurring in
________ 20__.

            "Rating Agency": Any of _____ or _____. References herein to the
highest long-term unsecured debt rating category of ____ and shall mean "_____"
with respect to ____ and "______" with respect to ______, and, in the case of
any other rating agency, shall mean such highest rating category or better
without regard to any plus or minus or numerical qualification.

            "Rating Agency Confirmation": With respect to any matter and any
Rating Agency, where required under this Agreement, confirmation in writing by
such Rating Agency that a proposed action, failure to act, or other event
specified herein will not in and of itself result in the withdrawal, downgrade
or qualification of the rating assigned by such Rating Agency to any Class of
Certificates then rated by such Rating Agency. For all purposes of this
Agreement, the placement by a Rating Agency of any Class of Certificates on
"negative credit watch" shall constitute a qualification of such Rating Agency's
rating of such Certificates.

            "Rating Agency Monitoring Fee": The annual monitoring and
surveillance fees charged by the Rating Agencies. The Depositor shall pay, from
its own funds, the annual monitoring and surveillance fees for the Rating
Agencies.

            "Real Property": Land or improvements thereon such as buildings or
other inherently permanent structures thereon (including items that are
structural components of the buildings or structures), in each such case as such
terms are used in the REMIC Provisions.

            "Realized Loss": With respect to any Distribution Date, the amount,
if any, by which (A) the aggregate Certificate Principal Amount of the
Certificates, after giving effect to distributions on such Distribution Date
exceeds (B) the aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to any payments of principal received or advanced with respect to
the Due Date occurring immediately prior to such Distribution Date.

            "Record Date": With respect to each Distribution Date and each Class
of Certificates, the close of business on the last day of the month immediately
preceding the month in which such Distribution Date occurs, or if such day is
not a Business Day, the immediately preceding Business Day.


                                      -52-
<PAGE>

            "Regular Certificates": The [Class A], [Class B], [Class C], [Class
D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class K], [Class L],
[Class M], [Class N], [Class O], [Class P], [Class S] and [Class X]
Certificates.

            "Regulation D": Regulation D under the Act.

            "Regulation S": Regulation S under the Act.

            "Regulation S Global Certificates":  As defined in Section 5.01.

            "Regulation S Investor": With respect to a transferee of a
Regulation S Global Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.

            "Regulation S Transfer Certificate": A certificate substantially in
the form of [Exhibit I-1] or [Exhibit I-2] hereto, as applicable.

            "Remaining Certificateholder": Any Holder (or Holders provided they
act in unanimity) holding 100% of the Private Certificates or an assignment of
the voting rights thereof; provided, however, that the Certificate Balances of
the [Class A], [Class B] and [Class C] Certificates have been reduced to zero.

            "REMIC": A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.

            "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and regulations (including any applicable proposed regulations) and
rulings promulgated thereunder, as the foregoing may be in effect from time to
time.

            "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code, which income,
subject to the terms and conditions of that Section of the Code in its present
form, does not include:

                              (1) except as provided in Section 856(d)(4) or (6)
                        of the Code, any amount received or accrued, directly or
                        indirectly, with respect to such REO Property, if the
                        determination of such amount depends in whole or in part
                        on the income or profits derived by any Person from such
                        property (unless such amount is a fixed percentage or
                        percentages of receipts or sales and otherwise
                        constitutes Rents from Real Property);

                              (2) any amount received or accrued, directly or
                        indirectly, from any Person if the Trust Fund owns
                        directly or indirectly (including by attribution) a
                        [ten] percent or greater interest in such Person
                        determined in accordance with Sections 856(d)(2)(B) and
                        (d)(5) of the Code;


                                      -53-
<PAGE>

                              (3) any amount received or accrued, directly or
                        indirectly, with respect to such REO Property if any
                        Person Directly Operates such REO Property;

                              (4) any amount charged for services that are not
                        customarily furnished in connection with the rental of
                        property to tenants in buildings of a similar class in
                        the same geographic market as such REO Property within
                        the meaning of Treasury Regulations Section
                        1.856-4(b)(1) (whether or not such charges are
                        separately stated); and

                              (5) rent attributable to personal property unless
                        such personal property is leased under, or in connection
                        with, the lease of such REO Property and, for any
                        taxable year of the Trust Fund, such rent is no greater
                        than [15] percent of the total rent received or accrued
                        under, or in connection with, the lease.

            "REO Account": A segregated custodial account or accounts created
and maintained by the Special Servicer pursuant to Section 3.17 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled
"______________, or the applicable successor Special Servicer, as Special
Servicer, for the benefit of ____________________, as trustee, in trust for
registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage
Pass-Through Certificates, Series 2__-__, REO Account and, if applicable, the
holders of the related Companion Loans." Any such account or accounts shall be
an Eligible Account.

            "REO Acquisition": The acquisition for federal income tax purposes,
of any REO Property pursuant to Section 3.10.

            "REO Extension":  As defined in Section 3.17.

            "REO Mortgage Loan": Any Mortgage Loan as to which the related
Mortgaged Property has become an REO Property.

            "REO Proceeds": With respect to any REO Property and the related REO
Mortgage Loan, all revenues received by the Special Servicer with respect to
such REO Property or REO Mortgage Loan which do not constitute Liquidation
Proceeds.

            "REO Property": A Mortgaged Property title to which has been
acquired by the Master Servicer on behalf of the Trust Fund through foreclosure,
deed in lieu of foreclosure or otherwise.

            "Replacement  Mortgage Loan": Any Qualifying  Substitute  Mortgage
Loan that is substituted for one or more Deleted Mortgage Loans.

            "Request for Release": A request for a release signed by a Servicing
Officer, substantially in the form of [Exhibit E] hereto.


                                      -54-
<PAGE>

            "Reserve Accounts": A segregated custodial account or accounts
created and maintained by the Trustee or the Master Servicer pursuant to Section
2.02(e) on behalf of the Trustee in trust for the Certificateholders, which
shall be entitled "____________________, as Master Servicer, in trust for the
registered holders of GS Mortgage Securities Corporation II Commercial Mortgage
Pass-Through Certificates, Series 20__-__." Any such account shall be an
Eligible Account.

            ["Residual Certificates":  The Class R and Class LR Certificates.]

            "Resolution Extension Period": With respect any Mortgage Loan and
any Material Document Defect or Material Breach which would require the related
Mortgage Loan Seller to cure, repurchase or substitute for such Mortgage Loan
(or the related Mortgage Loan Seller's portion thereof with respect to the
____________ AB Mortgage Loan) pursuant to the terms of the related Loan Sale
Agreement:

            (a) with respect to a Material Breach or a Material Document Defect
      relating to any Mortgage Loan, the [ninety (90)] day period following the
      end of the applicable Initial Resolution Period;

            (b) with respect to a Material Document Defect relating to any
      Mortgage Loan that is not a Specially Serviced Mortgage Loan at any time
      during the applicable Initial Resolution Period, the period commencing at
      the end of the applicable Initial Resolution Period and ending on, and
      including, the earlier of: (i) the [90]th day following the end of such
      Initial Resolution Period and (ii) the [45]th day following the applicable
      Mortgage Loan Seller's receipt of written notice from the Master Servicer
      or the Special Servicer of the occurrence of any Servicing Transfer Event
      with respect to such Mortgage Loan subsequent to the end of such Initial
      Resolution Period;

            (c) with respect to a Material Document Defect relating to any
      Mortgage Loan that is not a Specially Serviced Mortgage Loan as of the
      commencement of the applicable Initial Resolution Period but is subject to
      a Servicing Transfer Event during such Initial Resolution Period, the
      period commencing at the end of the applicable Initial Resolution Period
      and ending on, and including, the [90]th day following the applicable
      Mortgage Loan Seller's receipt of written notice from the Master Servicer
      or the Special Servicer of the occurrence of such Servicing Transfer
      Event; and

            (d) with respect to a Material Document Defect relating to any
      Mortgage Loan that is a Specially Serviced Mortgage Loan as of the
      commencement of the applicable Initial Resolution Period, [thirty (30)]
      days, provided that, if the applicable Mortgage Loan Seller did not
      receive written notice from the Master Servicer or the Special Servicer of
      the relevant Servicing Transfer Event as of the commencement of the
      applicable Initial Resolution Period, then such Servicing Transfer Event
      will be deemed to have occurred during such Initial Resolution Period and
      clause (iii) of this definition will be deemed to apply.

            "Responsible Officer": Any officer of the Corporate Trust Services
Group of the Trustee (and, in the event that the Trustee is the Certificate
Registrar or the Paying Agent, of the


                                      -55-
<PAGE>

Certificate Registrar or the Paying Agent, as applicable) assigned to the
Corporate Trust Office with direct responsibility for the administration of this
Agreement and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject, and, in the case of any certification
required to be signed by a Responsible Officer, such an officer whose name and
specimen signature appears on a list of corporate trust officers furnished to
the Master Servicer by the Trustee, as such list may from time to time be
amended.

            "Restricted Certificate": As defined in Section 5.02(k).

            "Restricted Period": The 40-day period prescribed by Regulation S
commencing on the later of (a) the date upon which the Certificates are first
offered to persons other than the Underwriters and any other distributor (as
defined in Regulation S) of the Certificates, and (b) the Closing Date.

            "Revised Rate": With respect to any ARD Loan, the revised Mortgage
Rate on each such ARD Loan (in the absence of a default), as set forth on the
Mortgage Loan Schedule.

            "Rule 144A": Rule 144A under the Act.

            "Rule 144A Global Certificates": As defined in Section 5.01.

            ["S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.]

            "Security Agreement": With respect to any Mortgage Loan, any
security agreement or equivalent instrument, whether contained in the related
Mortgage or executed separately, creating in favor of the holder of such
Mortgage a security interest in the personal property constituting security for
repayment of such Mortgage Loan.

            "Securities Legend": With respect to each Rule 144A Global
Certificate, Residual Certificate or any Individual Certificate, the legend set
forth in, and substantially in the form of, [Exhibit F] hereto.

            "Sequential Pay Certificates": The [Class A], [Class B], [Class C],
[Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class K],
[Class L], [Class M], [Class N], [Class O], [Class P] and [Class S]
Certificates, collectively.

            "Servicer Reports": The CMSA Delinquent Loan Status Report, the CMSA
Historical Loan Modification Report, the CMSA Historical Liquidation Report, the
CMSA REO Status Report, the CMSA Servicer Watch List, the CMSA NOI Adjustment
Worksheet, the CMSA Comparative Financial Status Report and the CMSA Operating
Statement Analysis Report.

            "Servicing Fee": With respect to each Mortgage Loan and Companion
Loan and for any Distribution Date, an amount equal to the product of 1/12 times
the Servicing Fee Rate and the Stated Principal Balance of such Mortgage Loan or
Companion Loan, calculated in the same manner as interest payable on such
Mortgage Loan; provided, that in connection with any


                                      -56-
<PAGE>

partial interest payment, such amounts shall be computed for the same period
respecting which any related interest payment due or deemed due on the related
Mortgage Loan is computed.

            "Servicing Fee Rate": With respect to each Mortgage Loan, the per
annum rate set forth on the Mortgage Loan Schedule.

            "Servicing File": Any documents (including copies of the documents
required to be part of the related Mortgage File), including but not limited to
appraisals, environmental reports, engineering reports, legal opinions, the
applicable Mortgage Loan Seller's asset summary and original underwriting,
delivered to the Master Servicer or the Special Servicer and relating to the
origination and servicing of any Mortgage Loan; provided that no information
that is proprietary to the related Mortgage Loan Seller shall be required to be
delivered as part of the Servicing File.

            "Servicing Officer": Any officer or employee of the Master Servicer
or the Special Servicer, as applicable, involved in, or responsible for, the
administration and servicing of the Mortgage Loans or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's or employee's knowledge of and familiarity
with the particular subject, and, in the case of any certification required to
be signed by a Servicing Officer, such an officer or employee whose name and
specimen signature appears on a list of servicing officers furnished to the
Trustee by the Master Servicer or the Special Servicer, as applicable, as such
list may from time to time be amended.

            "Servicing Standards" With respect to the Master Servicer, the
Master Servicer Servicing Standard and with respect to the Special Servicer, the
Special Servicer Servicing Standard.

            "Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the events described in clauses (a) through (h) of the
definition of "Specially Serviced Mortgage Loan." If any Companion Loan becomes
a Specially Serviced Mortgage Loan, the corresponding AB Mortgage Loan shall
also become a Specially Serviced Mortgage Loan. If any AB Mortgage Loan becomes
a Specially Serviced Mortgage Loan, the corresponding Companion Loan shall
become a Specially Serviced Mortgage Loan.

            "Special  Servicer":  ______________ or its successor in interest,
or any successor Special Servicer appointed as provided herein.

            "Special Servicer Event of Default": As defined in Section 7.01(b).

            "Special Servicer Servicing Standard": With respect to the Special
Servicer shall mean the servicing of the Mortgage Loans and the related
Companion Loans, as a collective whole for which it is responsible in accordance
with applicable law, the terms of this Agreement and the Loan Documents and, if
applicable, the related intercreditor agreements and, to the extent consistent
with the foregoing, in accordance with the higher of the following standards of
care: (1) the same manner in which, and with the same care, skill, prudence and
diligence with which the Special Servicer services and administers similar
mortgage loans for other third-party portfolios, and (2) the same care, skill,
prudence and diligence with which the Special Servicer services and administers
similar commercial, multifamily and manufactured housing community


                                      -57-
<PAGE>

mortgage loans owned by the Special Servicer, in either case, giving due
consideration to customary and usual standards of practice of prudent
institutional commercial, multifamily and manufactured housing community
mortgage lenders, loan servicers and asset managers, but without regard to: (A)
any relationship that the Special Servicer, or any of its Affiliates may have
with the related Mortgagor or any Affiliate thereof, any Mortgage Loan Seller or
any other party to this Agreement; (B) the ownership of any Certificate,
Companion Loan or mezzanine loan by the Special Servicer or any of its
Affiliates; (C) the Special Servicer's right to receive compensation for its
services under this Agreement or with respect to any particular transaction; (D)
the ownership, servicing or management for others of any other mortgage loans or
mortgaged properties by the Special Servicer; and (E) any debt that the Special
Servicer or any of its Affiliates has extended to any Mortgagor or any of its
affiliates.

            "Special Servicing Compensation": With respect to any Mortgage Loan,
any of the Special Servicing Fee, the Workout Fee, and the Liquidation Fee which
shall be due to the Special Servicer.

            "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and any Distribution Date, an amount per Interest Accrual Period
equal to the product of (i) one-twelfth of the Special Servicing Fee Rate and
(ii) the Stated Principal Balance of such Specially Serviced Mortgage Loan;
provided, that in connection with any partial interest payment, such amounts
shall be computed for the same period respecting which any related interest
payment due or deemed due on the related Mortgage Loan is computed; provided,
further, that such fee for the first Interest Accrual Period shall be
appropriately prorated to reflect the fact that the first Interest Accrual
Period is less than a full month.

            "Special Servicing Fee Rate":  A rate equal to ____% per annum.

            "Specially Serviced Mortgage Loan": Subject to Section 3.24, any
Mortgage Loan with respect to which:

            (a) with respect to a Balloon Mortgage Loan, a payment default shall
      have occurred with respect to the related Balloon Payment provided,
      however, that such Mortgage Loan shall not be a Specially Serviced
      Mortgage Loan until the end of the applicable Post Default Balloon Period;
      or

            (b) the related Mortgagor has failed to make when due any Monthly
      Payment (other than a Balloon Payment) or any other payment required under
      the related Note or the related Mortgage, which failure continues
      unremedied for [60] days; or

            (c) the Master Servicer (or Special Servicer with the consent of the
      Controlling Class Representative) has determined in its good faith and
      reasonable judgment, that a default in the making of a Monthly Payment or
      a Balloon Payment or any other payment required under the related Note or
      the related Mortgage is likely to occur within [30] days and is likely to
      remain unremedied for at least [60] days or, except as provided in clause
      (a) above, in the case of a Balloon Payment, for at least [30] days; or

            (d) there shall have occurred a default, other than as described in
      clause (a) or (b) above, that materially impairs the value of the related
      Mortgaged Property as security for


                                      -58-
<PAGE>

      the Mortgage Loan or otherwise materially and adversely affects the
      interests of Certificateholders, which default has continued unremedied
      for the applicable grace period under the terms of the Mortgage Loan (or,
      if no grace period is specified, [60] days); or

            (e) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      or the appointment of a conservator or receiver or liquidator in any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs,
      shall have been entered against the related Mortgagor and such decree or
      order shall have remained in force undischarged or unstayed for a period
      of [60] days; or

            (f) the related Mortgagor shall have consented to the appointment of
      a conservator or receiver or liquidator in any insolvency, readjustment of
      debt, marshalling of assets and liabilities or similar proceedings of or
      relating to such Mortgagor or of or relating to all or substantially all
      of its property; or

            (g) the related Mortgagor shall have admitted in writing its
      inability to pay its debts generally as they become due, filed a petition
      to take advantage of any applicable insolvency or reorganization statute,
      made an assignment for the benefit of its creditors, or voluntarily
      suspended payment of its obligations; or

            (h) the Master Servicer shall have received notice of the
      commencement of foreclosure or similar proceedings with respect to the
      related Mortgaged Property;

provided that a Mortgage Loan will cease to be a Specially Serviced Mortgage
Loan when a Liquidation Event has occurred in respect of such Mortgage Loan,
when the related Mortgaged Property or Properties become REO Property or
Properties, or at such time as such of the following as are applicable occur
with respect to the circumstances identified above that caused the Mortgage Loan
to be characterized as a Specially Serviced Mortgage Loan (and provided that no
other Servicing Transfer Event then exists with respect to the particular
Mortgage Loan):

                  (i) with respect to the circumstances described in clauses (a)
            and (b) above, the related Mortgagor has made the applicable Balloon
            Payment or three consecutive full and timely Monthly Payments under
            the terms of such Mortgage Loan (as such terms may be changed or
            modified in connection with a bankruptcy or similar proceeding
            involving the related Mortgagor or by reason of a modification,
            waiver or amendment granted or agreed to by the Special Servicer
            pursuant to Section 3.27);

                  (ii) with respect to the circumstances described in clauses
            (c), (e), (f) and (g) above, such circumstances cease to exist in
            the good faith and reasonable judgment of the Special Servicer;

                  (iii) with respect to the circumstances described in clause
            (d) above, such default is cured; and


                                      -59-
<PAGE>

                  (iv) with respect to the circumstances described in clause (h)
            above, such proceedings are terminated.

            "Startup Day": The day designated as such pursuant to Section
2.07(a) hereof.

            "Stated Principal Balance": With respect to any Mortgage Loan, at
any date of determination, an amount equal to (a) the principal balance as of
the Cut-Off Date of such Mortgage Loan, minus (b) the sum of (i) the principal
portion of each Monthly Payment due on such Mortgage Loan after the Cut-Off Date
and prior to such date of determination, if received from the Mortgagor or
advanced by the Master Servicer or Trustee, (ii) all voluntary and involuntary
principal prepayments and other unscheduled collections of principal received
with respect to such Mortgage Loan, to the extent distributed to
Certificateholders or applied to other payments required under this Agreement
before such date of determination (iii) Special Servicing Fees, Liquidation
Fees, accrued interest on Advances and other Additional Trust Fund Expenses
incurred in connection with the related Mortgage Loan on or before such date of
determination that were applied to reduce Unscheduled Payments for the related
Distribution Date and (iv) any adjustment thereto as a result of a reduction of
principal by a bankruptcy court or as a result of a modification reducing the
principal amount due on such Mortgage Loan. The Stated Principal Balance of a
Mortgage Loan with respect to which title to the related Mortgaged Property has
been acquired by the Trust Fund is equal to the principal balance thereof
outstanding on the date on which such title is acquired less any Net REO
Proceeds allocated to principal on such Mortgage Loan. The Stated Principal
Balance of a Specially Serviced Mortgage Loan with respect to which the Special
Servicer has made a Final Recovery Determination is zero. With respect to any
Companion Loan on any date of determination, the Stated Principal Balance shall
equal the unpaid principal balance of such Companion Loan.

            "Strip Holder": The entity indicated as the "Strip Holder" pursuant
to the definition of "Broker Strip" or any heir, successor or assign with
respect to the Broker Strip Amount.

            "Subordinate Certificates": Any of the [Class B], [Class C], [Class
D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class K], [Class L],
[Class M], [Class N], [Class O], [Class P] and [Class S] Certificates.

            "Substitution Shortfall Amount": In connection with the substitution
of one or more Replacement Mortgage Loans for one or more Deleted Mortgage
Loans, the amount, if any, by which the Purchase Price or aggregate Purchase
Price, as the case may be, for such Deleted Mortgage Loan(s) exceeds the initial
Stated Principal Balance or aggregate Stated Principal Balance, as the case may
be, of such Replacement Mortgage Loan(s).

            "Tax Returns": The federal income tax return on IRS Form 1066, U.S.
Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q
thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income
or Net Loss Allocation, or any successor forms, to be filed on behalf of each of
the Upper-Tier REMIC or Lower-Tier REMIC under the REMIC Provisions, together
with any and all other information, reports or returns that may be required to
be furnished to the Certificateholders or filed with the


                                      -60-
<PAGE>

IRS or any other governmental taxing authority under any applicable provisions
of federal, state or local tax laws.

            "Terminated Party": As defined in Section 7.01(c).

            "Termination Date": The Distribution Date on which the Trust Fund is
terminated pursuant to Section 9.01.

            "Transfer": Any direct or indirect transfer or other form of
assignment of any Ownership Interest in a [Class R] or [Class LR] Certificate.

            "Transferee Affidavit": As defined in Section 5.02(l)(ii).

            "Transferor Letter": As defined in Section 5.02(l)(ii).

            "Treasury Regulations": Applicable final or temporary regulation of
the U.S. Department of the Treasury.

            "Trust": The trust created by this Agreement.

            "Trust Fund": The corpus of the trust created hereby and to be
administered hereunder, consisting of: (i) such Mortgage Loans as from time to
time are subject to this Agreement, together with the Mortgage Files relating
thereto; (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-Off Date; (iii) any REO Property; (iv)
all revenues received in respect of any REO Property; (v) the Master Servicer's
and the Trustee's rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to this Agreement and any
proceeds thereof; (vi) any Assignments of Leases, Rents and Profits and any
security agreements; (vii) any indemnities or guaranties given as additional
security for any Mortgage Loans; (viii) all of the Trustee's rights in the
Reserve Accounts and Lock-Box Accounts and all assets deposited in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account, the Excess Interest Distribution Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO
Account including reinvestment income thereon; and (ix) any environmental
indemnity agreements relating to the Mortgaged Properties, in each of the
foregoing clauses (i) through (ix), exclusive of the interest of the Companion
Holder therein.

            "Trust REMIC": Each of the Lower-Tier REMIC and the Upper-Tier
REMIC.

            "Trustee":    _______________________,    a    national    banking
association,  in its capacity as trustee, or its successor in interest, or any
successor trustee appointed as herein provided.

            "Trustee Fee": With respect to each Mortgage Loan or REO Loan and
for any Distribution Date, an amount per Interest Accrual Period equal to the
product of (i) one-twelfth of the Trustee Fee Rate and (ii) the Stated Principal
Balance of such Mortgage Loan, computed in the same manner as interest is
calculated on the related Mortgage


                                      -61-
<PAGE>

Loan; provided, that, in connection with any partial interest payment, such
amounts shall be computed for the same period respecting which any related
interest payment due or deemed due on the related Mortgage Loan is computed;
provided, further, that such fee for the first Interest Accrual Period shall be
appropriately prorated to reflect the fact that the first Interest Accrual
Period is less than a full month.

            "Trustee Fee Rate": A rate equal to_______% per annum.

            "Underwriters": __________________________, ________________,
__________________ and ___________________.

            "Unscheduled Payments": With respect to any Distribution Date and
the Mortgage Loans, the aggregate of (a) all Principal Prepayments received on
the Mortgage Loans on or prior to the Determination Date and (b) the principal
portions of all Liquidation Proceeds, condemnation awards, Insurance Proceeds
(net of Special Servicing Fees, Liquidation Fees, accrued interest on Advances
and other Additional Trust Fund Expenses incurred in connection with the related
Mortgage Loan) and, if applicable, REO Revenues received with respect to the
Mortgage Loans and any REO Mortgage Loans on or prior to the related
Determination Date, but in each case only to the extent that such principal
portion represents a recovery of principal for which no advance was previously
made in respect of a preceding Distribution Date.

            "Upper-Tier Distribution Account": The trust account or accounts
created and maintained as a separate trust account (or separate sub-account
within the same account as the Lower-Tier Distribution Account) or accounts by
the Trustee pursuant to Section 3.05(b), which shall be entitled
"___________________, as Trustee, in trust for Holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates, Series 20__-__,
Upper-Tier Distribution Account" and which must be an Eligible Account.

            "Upper-Tier REMIC": A segregated asset pool within the Trust Fund
consisting of the Lower-Tier Regular Interests and amounts held from time to
time in the Upper-Tier Distribution Account.

            "U.S. Person": A citizen or resident of the United States, a
corporation, partnership (except to the extent provided in applicable Treasury
regulations) or other entity created or organized in or under the laws of the
United States, any State thereof or the District of Columbia, an estate whose
income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S.
Persons have the authority to control all substantial decisions of such trust
(or, to the extent provided in applicable Treasury regulations, certain trusts
in existence as of August 20, 1996 which are eligible to elect to be treated as
U.S. Persons).

            "Voting Rights": The portion of the voting rights of all of the
Certificates that is allocated to any Certificate or Class of Certificates. At
all times during the term of this Agreement, the percentage of the Voting Rights
assigned to each Class shall be (a) [0]%, in the case of the [Class R] and
[Class LR] Certificates, (b) [1]%, in the case of the [Class X] Certificates
(allocated pro rata between the [Class X-1] and [Class X-2] pro rata based on
their outstanding Notional Amounts); provided that the Voting Rights of the
[Class X] Certificates shall be reduced to zero upon the reduction of the
Notional Amount of such Class to zero and


                                      -62-
<PAGE>

(c) in the case of any of the [Class A-1], [Class A-2], [Class A-3], [Class B],
[Class C], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class L], [Class M], [Class N], [Class O], [Class P] and [Class S]
Certificates, a percentage equal to the product of (i) [99]% multiplied by (ii)
a fraction, the numerator of which is equal to the aggregate outstanding
Certificate Principal Amount of any such Class (which will not be reduced for
this purpose by the amount of any Appraisal Reduction Amounts notionally
allocated to such Class, if applicable) and the denominator of which is equal to
the aggregate outstanding Certificate Principal Amounts of all Classes of
Certificates (which will not be reduced for this purpose by the amount of any
Appraisal Reduction Amounts notionally allocated to such Class, if applicable).
The Voting Rights of any Class of Certificates shall be allocated among Holders
of Certificates of such Class in proportion to their respective Percentage
Interests. The aggregate Voting Rights of Holders of more than one Class of
Certificates shall be equal to the sum of the products of each such Holder's
Voting Rights and the percentage of Voting Rights allocated to the related Class
of Certificates. Any Certificateholder may transfer its Voting Rights without
transferring its ownership interest in the related Certificates, provided that
such Certificateholder provides notice of such transfer to the Trustee prior to
the effectiveness of such transfer.

            "WAC Rate": With respect to any Distribution Date, a per annum rate
equal to the weighted average of the Net Mortgage Rates in effect for the
Mortgage Loans as of their respective Due Dates in the month preceding the month
in which such Distribution Date occurs, weighted on the basis of their
respective Stated Principal Balances on such Due Dates.

            "Withheld Amounts":  As defined in Section 3.25.

            "Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Mortgage Loan.

            "Workout Fee Rate": A fee of [1.00]% of each collection (other than
Penalty Charges) of interest and principal (other than any amount for which a
Liquidation Fee would be paid), including (i) Monthly Payments, (ii) Balloon
Payments and (iii) payments (other than those included in clause (i) or (ii) of
this definition) at maturity, received on each Corrected Mortgage Loan for so
long as it remains a Corrected Mortgage Loan.

            "Yield Maintenance Charge": With respect to any Mortgage Loan, the
yield maintenance charge or prepayment premium, if any, payable under the
related Note in connection with certain prepayments.

            Section 1.02 Certain Calculations. Unless otherwise specified
herein, the following provisions shall apply:

            (a) All calculations of interest with respect to the Mortgage Loans
shall be made in accordance with the terms of the related Note and Mortgage.

            (b) For purposes of distribution of Yield Maintenance Charges
pursuant to Section 4.01(c) on any Distribution Date, the Class of Certificates
as to which any prepayment shall be deemed to be distributed shall be determined
on the assumption that the portion of the Principal Distribution Amount paid to
the Certificates on such Distribution Date in respect of


                                      -63-
<PAGE>

principal shall consist first of scheduled payments included in the definition
of Principal Distribution Amount and second of prepayments included in such
definition.

            (c) Any Mortgage Loan payment is deemed to be received on the date
such payment is actually received by the Master Servicer or the Trustee;
provided, however, that for purposes of calculating distributions on the
Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed
to be received on the date they are applied in accordance with Section 3.01(b)
to reduce the outstanding principal balance of such Mortgage Loan on which
interest accrues.

            (d) Excess Interest shall not be added to the outstanding principal
balance of the Mortgage Loans notwithstanding that the related Loan Documents
may provide otherwise.

            (e) All amounts collected in respect of any Mortgage Loan in the
form of payments from Mortgagors, Liquidation Proceeds, condemnation proceeds or
Insurance Proceeds shall be applied to amounts due and owing under the related
Note and Mortgage (including, without limitation, for principal and accrued and
unpaid interest; provided that any amounts received in respect of a Mortgage
Loan as to which a default has occurred shall be applied to all amounts then due
and payable on such Mortgage Loan prior to being applied to Default Interest or
late charges, and shall be applied to Default Interest on such Mortgage Loan
prior to the application to late fees) in accordance with the express provisions
of the related Note and Mortgage and, in the absence of such express provisions,
shall be applied for purposes of this Agreement: first, as a recovery of any
related unreimbursed Property Advances and, if applicable, unpaid Liquidation
Expenses; second, as a recovery of accrued and unpaid interest at the related
Mortgage Rate on such Mortgage Loan to but not including, as appropriate, the
date of receipt or, in the case of a full Monthly Payment from any Mortgagor,
the related Due Date; third, as a recovery of principal of such Mortgage Loan
then due and owing, including, without limitation, by reason of acceleration of
the Mortgage Loan following a default thereunder (or, if a Liquidation Event has
occurred in respect of such Mortgage Loan, as a recovery of principal to the
extent of its entire remaining unpaid principal balance); fourth, as a recovery
of amounts to be currently applied to the payment of, or escrowed for the future
payment of, real estate taxes, assessments, insurance premiums, ground rents (if
applicable) and similar items; fifth, as a recovery of Reserve Funds to the
extent then required to be held in escrow; sixth, as a recovery of any
Prepayment Premium then due and owing under such Mortgage Loan; seventh, as a
recovery of any Penalty Charges then due and owing under such Mortgage Loan;
eighth, as a recovery of any other amounts (other than Excess Interest) then due
and owing under such Mortgage Loan; ninth, as a recovery of any remaining
principal of such Mortgage Loan to the extent of its entire remaining unpaid
principal balance; and tenth, if such Mortgage Loan is an ARD Loan, as a
recovery of any Excess Interest then due and owing on such Mortgage Loan.

            (f) Collections in respect of each REO Property (exclusive of
amounts to be applied to the payment of the costs of operating, managing,
maintaining and disposing of such REO Property) shall be treated: first, as a
recovery of any related unreimbursed Property Advances and related unpaid
Advance Interest Amounts; second, as a recovery of accrued and unpaid interest
on the related REO Mortgage Loan at the related Mortgage Rate to but not
including the Due Date in the month of receipt; third, as a recovery of
principal of the related


                                      -64-
<PAGE>

REO Mortgage Loan to the extent of its entire unpaid principal balance; and
fourth, as a recovery of any other amounts deemed to be due and owing in respect
of the related REO Mortgage Loan.

            (g) The applications of amounts received in respect of any Mortgage
Loan or any REO Property pursuant to paragraphs (e) and (f) of this Section 1.02
shall be determined by the Master Servicer in its good faith judgment.

            (h) If any expense under this Agreement relates, in the reasonable
judgment of the Master Servicer, Special Servicer or Trustee, as applicable,
primarily to the administration of the Trust Fund or any Trust REMIC or any
determination respecting the amount, payment or avoidance of any tax under the
REMIC Provisions or the actual payment of any REMIC tax or expense with respect
to any Trust REMIC, then such expense shall not be allocated to, deducted from
or reimbursed from or otherwise charged against any holder of a Companion Loan
and such holder shall not suffer any adverse consequences as a result of the
payment of such expense, except to the extent permitted under the related
intercreditor agreement.

            Section 1.03 Certain Constructions. For purposes of this Agreement,
references to the most or next most subordinate Class of Certificates
outstanding at any time shall mean the most or next most subordinate Class of
Certificates then outstanding as among the [Class A], [Class X], [Class B],
[Class C], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class L], [Class M], [Class N],[ Class O], [Class P] and [Class S]
Certificates; provided, however, that for purposes of determining the most
subordinate Class of Certificates, in the event that the [Class A] Certificates
are the only Class of Certificates outstanding (other than the [Class X], [Class
LR] or [Class R] Certificates), the [Class A] Certificates and the [Class X]
Certificates together will be treated as the most subordinate Class of
Certificates. For purposes of this Agreement, each Class of Certificates other
than the [Class LR] and [Class R] Certificates shall be deemed to be outstanding
only to the extent its respective Certificate Principal Amount or Notional
Amount has not been reduced to zero; provided, however, that notwithstanding the
foregoing, solely for the purpose of distributing Excess Interest in accordance
with the terms and priorities set forth in Section 4.01(e), the [Class S]
Certificates shall continue to be deemed to be outstanding for so long as the
Mortgage Loans with respect to which such Class is entitled to distributions of
Excess Interest received therefrom (as set forth in Section 4.01(e)) remain
outstanding. For purposes of this Agreement and the [Class R] and [Class LR]
Certificates shall be deemed to be outstanding so long as the Trust REMICs have
not been terminated pursuant to Section 9.01.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, does hereby establish a
trust, appoint the Trustee to serve as trustee of such trust and assign to the
Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in, to and under (i) the Mortgage
Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5(a),
5(b), 6 (including, without limitation Section


                                      -65-
<PAGE>

6(i)), 7, 11, 12, 15 and 16 of each Loan Sale Agreement and (iii) all Reserve
Accounts, Lock-Box Accounts and all other assets included or to be included in
the Trust Fund for the benefit of the Certificateholders. Such assignment
includes all interest and principal received or receivable on or with respect to
the Mortgage Loans (other than payments of principal, interest and other amounts
due and payable on the Mortgage Loans on or before the Cut-off Date). The
transfer of the Mortgage Loans and the related rights and property accomplished
hereby is absolute and, notwithstanding Section 10.08, is intended by the
parties to constitute a sale.

            (b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, each Mortgage Loan Seller pursuant to the related
Loan Sale Agreement to deliver to and deposit with, or cause to be delivered to
and deposited with, the Trustee or the Custodian (with a copy to the Master
Servicer), on or before the Closing Date, the Mortgage File for each of such
Mortgage Loan Seller's Mortgage Loans so assigned. Further, each of the Mortgage
Loan Sellers pursuant to the applicable Loan Sale Agreement has agreed to
deliver to and deposit with, or cause to be delivered to and deposited with, the
Trustee or a Custodian appointed thereby, on or before the Closing Date, the
Note, a copy of the Mortgage, a copy of any related Ground Leases, the originals
or copies (if the originals have been provided to the Master Servicer) of any
related letters of credit (and any transfer or assignment documents) and the
lender's title insurance policy (original or copy or marked-up title commitment
marked as binding and countersigned by the title company or its authorized agent
either on its face or by an acknowledged closing instruction or escrow letter)
for each Mortgage Loan so assigned; provided, however, that if any Mortgage Loan
Seller fails to deliver on or before the Closing Date, with respect to any
Mortgage Loan so assigned, a copy of the Mortgage, a copy of any related Ground
Lease, the originals of any related letters of credit or the lender's title
policy (original or copy or marked-up title commitment marked as binding and
countersigned by the title company or its authorized agent either on its face or
by an acknowledged closing instruction or escrow letter), the delivery
requirements of this Section 2.01(b) shall be deemed satisfied with respect to
such missing document if the related Mortgage Loan Seller delivers such document
to the Trustee within 15 Business Days following the Closing Date. With respect
to the _____________ AB Mortgage Loan, the obligation of each Mortgage Loan
Seller to deliver to the Trustee a Note shall be limited to delivering only the
Note such Mortgage Loan Seller sold to the Depositor and the Mortgage Loan
Sellers may deliver one Mortgage File to satisfy each other delivery requirement
with respect to the Mortgage File hereunder. If the related Mortgage Loan Seller
cannot deliver, or cause to be delivered as to any Mortgage Loan, the original
Note, the related Mortgage Loan Seller shall deliver a copy or duplicate
original of such Note, together with an affidavit certifying that the original
thereof has been lost or destroyed (and including an indemnification provision).
If the related Mortgage Loan Seller cannot deliver, or cause to be delivered, as
to any Mortgage Loan, any of the documents and/or instruments referred to in
clauses (2), (4), (11) and (12) of the definition of "Mortgage File," with
evidence of recording or filing, as the case may be, thereon, because of a delay
caused by the public recording or filing office where such document or
instrument has been delivered for recordation or filing, or because such
original recorded document has been lost or returned from the recording or
filing office and subsequently lost, as the case may be, the delivery
requirements of the related Loan Sale Agreement and this Section 2.01(b) shall
be deemed to have been satisfied as to such missing document or instrument, and
such missing document or instrument shall be deemed to have been included in the
Mortgage File, provided that a photocopy of such missing document or instrument
(without


                                      -66-
<PAGE>

evidence of recording or filing thereon, but certified (which certification may
relate to multiple documents or instruments) by the related Mortgage Loan Seller
to be a true and complete copy of the original thereof submitted for recording
or filing, as the case may be) is delivered to the Trustee or a Custodian
appointed thereby on or before the Closing Date and either the original of such
missing document or instrument, or a copy thereof, with evidence of recording or
filing, as the case may be, thereon, is delivered to or at the direction of the
Trustee within 180 days of the Closing Date (or within such longer period after
the Closing Date as the Trustee may consent to, which consent shall not be
unreasonably withheld so long as the related Mortgage Loan Seller has provided
the Trustee with evidence of such recording or filing, as the case may be, or
has certified to the Trustee as to the occurrence of such recording or filing,
as the case may be, and is, as certified to the Trustee no less often than
quarterly, in good faith attempting to obtain from the appropriate county
recorder's or filing office such original or copy). Upon request, the Trustee
shall provide a copy of any such certification, promptly after receipt thereof,
to any Certificateholder holding a Certificate in the Controlling Class that has
provided a certification to the Trustee. If the related Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original
or a copy of the related lender's title insurance policy referred to in clause
(9) of the definition of "Mortgage File" solely because such policy has not yet
been issued, the delivery requirements of this Section 2.01(b) shall be deemed
to be satisfied as to such missing item, and such missing item shall be deemed
to have been included in the related Mortgage File, provided that the related
Mortgage Loan Seller shall have delivered to the Trustee or a Custodian
appointed thereby, on or before the Closing Date, a pro forma title policy or
commitment for title insurance "marked-up" at the closing of such Mortgage Loan,
marked as binding by the insurer or its agent, and the related Mortgage Loan
Seller shall deliver to the Trustee or such Custodian, promptly following the
receipt thereof, the original related lender's title insurance policy (or a copy
thereof). Neither the Trustee nor any Custodian shall in any way be liable for
any failure by the related Mortgage Loan Seller or the Depositor to comply with
the delivery requirements of the Loan Sale Agreement and this Section 2.01(b).

            If any of the endorsements referred to in clause (1) of the
definition of "Mortgage File" are delivered to the Trustee in blank, the Trustee
shall be responsible for promptly (and in any event within 45 days of the
Closing Date) completing the related endorsement and if any of the assignments
referred to in clauses (3), (5) and (7) of the definition of "Mortgage File" are
delivered to the Trustee in blank, the related Mortgage Loan Seller shall be
responsible for completing the related assignment, in the name of the Trustee
(in such capacity) and in any event prior to releasing possession thereof.
Notwithstanding anything herein to the contrary, with respect to the documents
referred to in clause (17) of the definition of Mortgage File, the Master
Servicer may hold the original of such document in trust on behalf of the
Trustee in order to draw on such letter of credit and the applicable Mortgage
Loan Seller shall be deemed to have satisfied the delivery requirements of this
Section 2.01(b) by delivering the original of such document to the Master
Servicer who will certify receipt of such document by the Closing Date and send
a copy of the applicable document to the Trustee, and the Trustee shall appoint
the Master Servicer as custodian with respect to any such letters of credit. The
applicable Mortgage Loan Seller shall pay any costs of assignment of such letter
of credit required in order for the Master Servicer to draw on such letter of
credit. In the event that the related transfer documents specified in clause
(17) of the definition of Mortgage File are missing because the related
assignment documents have not been completed, the applicable Mortgage Loan
Seller shall take all necessary steps to enable the Master Servicer to draw on
the related letter of credit including,


                                      -67-
<PAGE>

if necessary, drawing on the letter of credit in its own name pursuant to
written instructions from the Master Servicer and immediately remitting such
funds (or causing such funds to be remitted) to the Master Servicer.

            Notwithstanding the above, the related Mortgage Loan Seller shall
handle the processing of the assignment and transfer of the original letters of
credit. The related Mortgage Loan Seller shall have up to forty-five (45) days
following the Closing Date to complete such transfer; and provided, further, in
the event the Master Servicer determines to make a draw under any letter of
credit prior to the time it has been assigned and/or transferred to the Trustee
on behalf of the Trust Fund or the Master Servicer, as applicable, then the
related Mortgage Loan Seller agrees to cooperate with the Master Servicer in
making any presentation and draw concerning such letter of credit, on behalf of
the Trust Fund (and if necessary the related Mortgage Loan Seller shall make
such draw in its own name pursuant to the written instructions of the Master
Servicer and deliver the proceeds to the Master Servicer on behalf of the Trust
Fund). In the event a draw is not honored or able to be processed as a result of
the transfer process being incomplete, the related Mortgage Loan Seller shall be
liable to the Trust Fund for all expenses, damages or losses, including, but not
limited to reimbursement of interest charged by the Master Servicer for any
Advance made in lieu of such draw, up to an amount not to exceed the amount of
such draw plus any Advance Interest Amount and related expenses resulting from
the failure of the draw to occur.

            (c) The related Mortgage Loan Seller shall, as to each Mortgage
Loan, at its own expense, promptly (and in any event within 60 days of the
Closing Date) cause to be submitted for recording or filing, as the case may be,
in the appropriate public office for real property records or UCC Financing
Statements, as appropriate, each assignment referred to in clauses (3) and (5)
of the definition of "Mortgage File" and each UCC-2 and UCC-3 referred to in
clause (11)(B) of the definition of "Mortgage File." Each such assignment shall
reflect that it should be returned by the public recording office or the related
Mortgage Loan Seller to the Trustee or its designee following recording, and
each such UCC-2 and UCC-3 shall reflect that the file copy thereof should be
returned to the Trustee or its designee following filing. The Trustee shall, at
the expense of the respective Mortgage Loan Seller, deliver a copy of any such
document or instrument to the Master Servicer and the respective Mortgage Loan
Seller, upon request. If any such document or instrument is lost or returned to
the Trustee unrecorded or unfiled, as the case may be, because of a defect
therein, the Trustee shall direct the related Mortgage Loan Seller, pursuant to
the related Loan Sale Agreement promptly to prepare or cause to be prepared a
substitute therefor or cure such defect, as the case may be, and the related
Mortgage Loan Seller shall comply with such direction.

            (d) All documents and records in the Depositor's or any Mortgage
Loan Seller's possession relating to the Mortgage Loans that are not required to
be a part of a Mortgage File in accordance with the definition thereof shall be
delivered to the Master Servicer on or before the Closing Date and shall be held
by the Master Servicer (or a sub-servicer retained thereby) on behalf of the
Trustee in trust for the benefit of the Certificateholders. Such documents and
records shall be any documents and records that would otherwise be part of a
Servicing File. If the sub-servicer shall hold any original documents and
records delivered to it pursuant to this clause (d) then the sub-servicer shall
deliver copies thereof to the Master


                                      -68-
<PAGE>

Servicer. With respect to the _____________ AB Mortgage Loan, the Mortgage Loan
Sellers may deliver one Servicing File to satisfy this requirement for both
Mortgage Loan Sellers.

            (e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Master Servicer, on or
before the Closing Date, a fully executed original counterpart of each Loan Sale
Agreement, as in full force and effect, without amendment or modification, on
the Closing Date.

            Section 2.02 Acceptance by Custodian and the Trustee. (a) The
Trustee, by the execution and delivery of this Agreement, hereby certifies
receipt by it or a Custodian on its behalf, subject to the provisions of Section
2.01 and the further review provided for in this Section 2.02, and further
subject to any exceptions noted on any exception report prepared by the Trustee
or such Custodian and attached hereto as Schedule II, of the documents specified
in clauses (1), (2), (9), (13) and (17) (other than the related transfer
documents) of the definition of "Mortgage File" with respect to each Mortgage
Loan, of a fully executed original counterpart of each Loan Sale Agreement and
of all documents and instruments relating to the other assets included in the
Trust Fund and delivered to it, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and the other documents delivered or caused to be delivered by
the related Mortgage Loan Sellers constituting the Mortgage Files, and that it
holds and will hold such other assets included in the Trust Fund, in trust for
the exclusive use and benefit of all present and future Certificateholders and,
with respect to any original document in the Mortgage File relating to a Loan
Pair, any present or future Companion Holder. Each Mortgage Loan Seller shall
give notice to the Trustee of the existence any document specified in clauses
(13) and (17) of the definition of "Mortgage File" with respect to each Mortgage
Loan. In connection with the foregoing, the Trustee hereby certifies, subject to
any exceptions noted on any exception report prepared by the Trustee or the
Custodian and attached hereto as Schedule II, as to each Note, that it (A)
appears regular on its face (handwritten additions, changes or corrections shall
not constitute irregularities if initialed by the Mortgagor), (B) appears to
have been executed (where appropriate) and (C) purports to relate to such
Mortgage Loan.

            Further, the Trustee hereby certifies to each of the Depositor, the
Master Servicer, the Special Servicer and each Mortgage Loan Seller that except
as identified in the exception report, which is attached hereto as Schedule II,
without regard to the proviso in the definition of "Mortgage File," each of the
original executed Notes and endorsements as described in clause (1) of the
definition of Mortgage File and the documents or instruments referred to in
clauses (2), (9), (13) and (17) (solely with respect to letters of credit and
not the related transfer documents) of the definition of Mortgage File are in
its possession; provided that with respect to clause (13) of the definition of
Mortgage File, the Trustee certification shall relate only to copies of Ground
Leases if any, and, with respect to clause (17) of the definition of Mortgage
File, the Trustee's certification shall relate only to copies of any letter of
credit and transfer documents, if any. With respect to the schedule of
exceptions described in the preceding sentence, within fifteen (15) Business
Days of the Closing Date, with respect to the documents specified in clauses
(2), (9), (13) and (17) (solely with respect to letters of credit and not the
related transfer documents) of the definition of Mortgage File, the related
Mortgage Loan Seller shall cure any exception listed therein (for the avoidance
of doubt, any deficiencies with respect to the


                                      -69-
<PAGE>

documents specified in clause (2) resulting solely from a delay in the return of
the related documents from the applicable recording office or loss of such
documents, shall be cured in the time and manner described in Section 2.01(b)).
If such exception is not so cured, the related Mortgage Loan Seller shall either
(x) repurchase the related Mortgage Loan, (y) with respect to exceptions
relating to clause (17) of the definition of "Mortgage File," deposit with the
Master Servicer an amount, to be held in a Reserve Account, equal to the amount
of the undelivered letter of credit (in the alternative, the related Mortgage
Loan Seller may deliver to the Master Servicer, with a copy to the Trustee, a
letter of credit for the benefit of the Master Servicer on behalf of the Trustee
and upon the same terms and conditions as the undelivered letter of credit)
which the Master Servicer on behalf of the Trustee may use (or draw upon, as the
case may be) under the same circumstances and conditions as the Master Servicer
would have been entitled to draw on the undelivered letter of credit, or (z)
with respect to any exceptions relating to clauses (2) and (9), deposit with the
Trustee an amount, to be held in trust in a Reserve Account, equal to [25]% of
the Stated Principal Balance of the related Mortgage Loan. Any funds or letter
of credit deposited pursuant to clauses (y) and (z) shall be held pursuant to
the related Loan Sale Agreement by the Trustee or the Master Servicer, as
applicable, until the earlier of (i) the date on which the Master Servicer or
Trustee certifies to the other party and the Controlling Class Representative
that such exception has been cured (or the Trustee certifies the same to the
Majority Certificateholder of the Controlling Class Representative), at which
time such funds or letter of credit, as applicable, shall be returned to the
related Mortgage Loan Seller and (ii) thirty (30) Business Days after the
Closing Date; provided, however, that if such exception is not cured within such
thirty (30) Business Days, (A) in the case of clause (y), the Master Servicer
shall retain the funds or the letter of credit on deposit in the related Reserve
Account until such exception is cured or the Mortgage Loan is repurchased, or
(B) in the case of clause (z), the related Mortgage Loan Seller shall repurchase
the related Mortgage Loan (or the related Mortgage Loan Seller's portion thereof
with respect to the _____________ AB Mortgage Loan) in accordance with the terms
and conditions of Section 2.03 or the related Loan Sale Agreement, at which time
such funds shall be applied to the Purchase Price of the related Mortgage Loan.
Any funds or letter of credit deposited pursuant to clauses (y) or (z) shall be
treated as an "outside reserve fund" for purposes of the REMIC Provisions, and
the related Mortgage Loan Seller shall be treated as the beneficial owner
thereof (and any amounts reimbursed by the Lower-Tier REMIC) and shall be taxed
on any reinvestment income with respect to such funds.

            (b) Within 60 days of the Closing Date, the Trustee or a Custodian
on its behalf shall review each of the Loan Documents delivered or caused to be
delivered by the related Mortgage Loan Sellers constituting the Mortgage Files;
and, promptly following such review, the Trustee shall certify in writing in the
form attached hereto as Exhibit R to each of the Depositor, the Master Servicer,
the Special Servicer, each Certificateholder in the Controlling Class, each
Mortgage Loan Seller and, upon request, any Certificateholder that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in any exception
report annexed thereto as not being covered by such certification), (i) all
documents specified in clauses (1) through (5), (9), (11), (12), (13) and (17)
(in the case of clause (11), without regard to whether such UCC financing
statements were in the possession of the related Mortgage Loan Seller (or its
agent)) of the definition of "Mortgage File" are in its possession or the
related Mortgage Loan Seller has otherwise satisfied the delivery requirements
in accordance with Section 2.01(b) and (ii) all documents delivered or caused to
be delivered by the related Mortgage Loan Seller constituting


                                      -70-
<PAGE>

the related Mortgage File have been reviewed by it or by a Custodian on its
behalf and (A) appear regular on their face and relate to such Mortgage Loan,
(B) appear to have been executed (where appropriate) and (C) purport to relate
to such Mortgage Loan. If the Trustee's certification pursuant to the preceding
sentence includes an exception report, or if such certification indicates that
any recording or filing required by Section 2.01(c) has not been completed with
respect to a Mortgage Loan, the Trustee or a Custodian on its behalf shall
continuously update such exception report to reflect receipt of any additional
documents or instruments or evidence of recording or filing of such additional
documents or instruments with respect to such Mortgage Loan, until the earliest
of (i) the date on which such exceptions are eliminated and any such recording
or filing has been completed, (ii) the date on which the affected Mortgage Loan
has been removed from the Trust Fund, and (iii) the date which is two years
after the Closing Date, and shall provide such updated exception report
(beginning 150 days after the Closing Date and continuing every 90 days
thereafter until the date such exceptions are cured, and following the date
which is two years after the Closing Date, annually) to each of the Depositor,
the Master Servicer, the Special Servicer, each Mortgage Loan Seller, the
Controlling Class Representative and, upon request, any Certificateholder. At
any time after the date which is two years after the Closing Date, the
Depositor, the Master Servicer, the Special Servicer, each Mortgage Loan Seller
and any Certificateholder may receive, upon request, an updated exception report
(which may be in electronic format).

            (c) The Trustee or a Custodian on its behalf shall review each of
the Loan Documents received thereby subsequent to the Closing Date; and, on or
about the first anniversary of the Closing Date, the Trustee shall certify in
writing in the form attached hereto as Exhibit R to each of the Depositor, the
Master Servicer, the Special Servicer, the Controlling Class Representative and
each Mortgage Loan Seller that, as to each Mortgage Loan listed on the Mortgage
Loan Schedule (other than any Mortgage Loan as to which a Liquidation Event has
occurred) and except as specifically identified in any exception report annexed
to such certification, (i) all documents specified in clauses (1) through (5),
(9), (11), (12), (13) and (17) (in the case of clause (11), without regard to
whether such UCC financing statements were in the possession of the related
Mortgage Loan Seller (or its agent)) of the definition of "Mortgage File" are in
its possession or the related Mortgage Loan Seller has otherwise satisfied the
delivery requirements in accordance with Section 2.01(b), (ii) it or a Custodian
on its behalf has received either a recorded original of each of the assignments
specified in clause (3) and, insofar as an unrecorded original thereof had been
delivered or caused to be delivered by the related Mortgage Loan Seller, clause
(5) of the definition of "Mortgage File" or a copy of such recorded original
certified by the applicable public recording office or, if such public recording
office does not provide a certified original, the related Mortgage Loan Seller
to be true and complete and (iii) all Loan Documents received by it or any
Custodian have been reviewed by it or by such Custodian on its behalf and (A)
appear regular on their face and relate to such Mortgage Loan, (B) appear to
have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan.

      It is acknowledged that neither the Trustee nor any Custodian is under any
duty or obligation (i) to determine whether any of the documents specified in
clauses (6), (7), (8), (10), (14), (15), (16), and (18) of the definition of
"Mortgage File" exist or are required to be delivered by the Depositor, any
Mortgage Loan Seller or any other Person or (ii) to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to the
Mortgage


                                      -71-
<PAGE>

Loans delivered to it to determine that the same are genuine, enforceable, in
recordable form or appropriate for the represented purpose or that they are
other than what they purport to be on their face. Further, with respect to the
documents described in clause (11) of the definition of "Mortgage File," absent
actual knowledge to the contrary or copies of UCC Financing Statements delivered
to the Trustee as part of the Mortgage File indicating otherwise, the Trustee
may assume, for the purposes of certification and recordation delivered in
Section 2.02(b), that the related Mortgage File should include one UCC Financing
Statement filed in the office designated for the filing in the state of
incorporation for the Mortgagor of the Mortgage on the related Mortgaged
Property. The UCC Financing Statements will be delivered on the new national
filing forms, in recordable form and will be filed in the relevant central
office of such state as referred to herein or on the face of such documents.

            (d) If, in the process of reviewing the Mortgage Files or at any
time thereafter, the Trustee or any Custodian finds (or, if at any time, any
other party hereto finds) any document or documents constituting a part of a
Mortgage File to have not been properly executed or, subject to Section 2.01(b),
to have not been delivered, to contain information that does not conform in any
material respect with the corresponding information set forth in the Mortgage
Loan Schedule, or to be defective on its face (each, a "Document Defect" in the
related Mortgage File) the Trustee (or such other party) shall promptly so
notify each of the other parties hereto and the related Mortgage Loan Seller. If
and when notified of any error in the Mortgage Loan Schedule, the Depositor
shall promptly correct such error and distribute a new, corrected Mortgage Loan
Schedule to each of the other parties hereto and each Mortgage Loan Seller, and
upon receipt by the Trustee of such a corrected Mortgage Loan Schedule so
identified, such new, corrected Mortgage Loan Schedule shall be deemed to amend
and replace the existing Mortgage Loan Schedule for all purposes.

            (e) The Master Servicer may establish one or more Reserve Accounts,
each of which shall be an Eligible Account, and the Master Servicer or its
designee shall deposit any amount required to be deposited in a Reserve Account
within two Business Days of receipt. The Trustee may also establish one or more
Reserve Accounts, each of which shall be an Eligible Account, and the Trustee or
its designee shall deposit any amount required to be deposited in a Reserve
Account within two Business Days of receipt. The related Mortgage Loan Seller
may direct the Master Servicer or Trustee, as applicable, to invest or cause the
investment of the funds deposited in the related Reserve Account in one or more
Permitted Investments that bear interest or are sold at a discount and that
mature, unless payable on demand, no later than the Business Day prior to the
next Delinquency Advance Date, pursuant to reasonable investment policies and
procedures established by the Master Servicer or the Trustee which may include
limits on Permitted Investments to those being then offered by the Master
Servicer or the Trustee. The Master Servicer or the Trustee, as applicable,
shall act upon the written instructions of the related Mortgage Loan Seller with
respect to the investment of the funds in the related Reserve Account in such
Permitted Investments, provided that in the absence of appropriate and timely
written instructions from the related Mortgage Loan Seller, neither the Master
Servicer nor the Trustee shall invest or direct the investment of funds in such
Reserve Account. All income and gain realized from the investment of funds
deposited in such Reserve Account shall be for the benefit of the related
Mortgage Loan Seller (which shall be taxable with respect thereto) and shall be
withdrawn by the Master Servicer, the Trustee or their designees and remitted to
the related Mortgage Loan Seller on each Delinquency Advance Date (net of any
losses incurred), and the


                                      -72-
<PAGE>

related Mortgage Loan Seller shall remit to the Master Servicer or the Trustee
from the related Mortgage Loan Seller's own funds for deposit into such Reserve
Account the amount of any Net Investment Loss (net of Net Investment Earnings)
in respect of such Permitted Investments immediately upon realization of such
Net Investment Losses and receipt of written notice thereof from the Master
Servicer or the Trustee, as applicable.

            Section 2.03 Mortgage Loan Sellers' Repurchase or Substitution of
Mortgage Loans for Document Defects in Mortgage Files and Breaches of
Representations and Warranties (a) If the Trustee discovers or receives notice
of a Document Defect in any Mortgage File or a breach of any representation or
warranty set forth in or made pursuant to Section 6(c) of each Loan Sale
Agreement (a "Breach"), and if such Document Defect or Breach is a Material
Document Defect or Material Breach, as the case may be, the Trustee shall give
prompt written notice of such Material Document Defect, or Material Breach, as
the case may be, to the Depositor, the Master Servicer, the Special Servicer,
the Controlling Class Representative, the Rating Agencies and the related
Mortgage Loan Seller. The Special Servicer shall, and the Trustee and Master
Servicer may (provided that if the applicable Mortgage Loan Seller is an
Affiliate of the Special Servicer, the Trustee shall pursue such action in
consultation with the Controlling Class Representative), request in writing
(with a copy to the other parties hereto, the Rating Agencies and the
Controlling Class Representative) that the applicable Mortgage Loan Seller, not
later than ninety (90) days from receipt of such written request, and the
applicable Mortgage Loan Seller shall, (i) cure such Material Document Defect or
Material Breach, as the case may be, in all material respects, (ii) repurchase
the affected Mortgage Loan at the Purchase Price, (iii) within two years of the
Closing Date, substitute a Qualified Substitute Mortgage Loan for such affected
Mortgage Loan and pay the Master Servicer for deposit into the Collection
Account any Substitution Shortfall Amount in connection therewith, or (iv) the
Special Servicer with the consent of the Controlling Class Representative (such
consent to be granted or withheld in the sole discretion of the Controlling
Class Representative) (so long as the Controlling Class Representative is not
the related Mortgage Loan Seller or an Affiliate thereof), provide to the Master
Servicer a letter of credit (in a form reasonably acceptable to the Master
Servicer) or deposit in a Reserve Account an amount equal to [25]% of the Stated
Principal Balance of any Mortgage Loan for which certain types of Material
Document Defects relating to delay in the return of documents from local filing
or recording offices remaining uncorrected for 18 months following the Closing
Date as provided in Section 2.02(a); provided, however, that if such Material
Document Defect or Material Breach is capable of being cured but not cured
within such ninety (90) day period (the "Initial Resolution Period"), such
Material Document Defect or Material Breach does not relate to the Mortgage Loan
not being treated as a Qualified Mortgage and the applicable Mortgage Loan
Seller has commenced and is diligently proceeding with the cure of such Material
Document Defect or Material Breach within such ninety (90) day period, the
applicable Mortgage Loan Seller shall have (x) with respect to any such Material
Breach, an additional period equal to the applicable Resolution Extension Period
(and shall give notice to the Trustee that it is using such additional period)
to complete such cure (or, failing such cure, to repurchase the related Mortgage
Loan (or related REO Mortgage Loan) or substitute a Qualified Substitute
Mortgage Loan) and (y) with respect to any such Material Document Defect, the
applicable Resolution Extension Period to complete such cure (or, failing such
cure, to repurchase the related Mortgage Loan (or related REO Mortgage Loan) or
substitute a Qualified Substitute Mortgage Loan) or as described in clause (iv)
above, provide a letter of credit or deposit the requisite amount in the Reserve
Account; and provided, further, with respect to such


                                      -73-
<PAGE>

Resolution Extension Period, the applicable Mortgage Loan Seller shall have
delivered an officer's certificate to the Trustee setting forth the reasons such
Material Document Defect or Material Breach is not capable of being cured within
the initial ninety (90) day period and what actions the applicable Mortgage Loan
Seller is pursuing in connection with the cure thereof and stating that the
applicable Mortgage Loan Seller anticipates such Material Document Defect or
Material Breach will be cured within the Resolution Extension Period. If the
affected Mortgage Loan is to be repurchased or substituted, the Master Servicer
shall designate the Collection Account as the account to which funds in the
amount of the Purchase Price or the Substitution Shortfall Amount, as
applicable, are to be wired. Any such repurchase or substitution of a Mortgage
Loan shall be on a whole loan, servicing released basis. With respect to the
__________ AB Mortgage Loan, the obligations of the related Mortgage Loan Seller
to cure, repurchase, or substitute with respect to a Material Document Defect or
Material Breach with respect to the __________ AB Mortgage Loan shall be limited
to a cure, repurchase or substitution with respect to the Note it sold to the
Depositor in accordance with the related Loan Sale Agreement. With respect to
the __________ AB Mortgage Loan, in the event that a Mortgage Loan Seller
repurchases or substitutes for the Note it sold to the Depositor and the other
Mortgage Loan Seller does not, the terms of Section 6(i) of each Loan Sale
Agreement shall govern the servicing and administration of the __________ AB
Mortgage Loan.

            Notwithstanding the foregoing, if (x) there exists a Breach of any
representation or warranty on the part of a Mortgage Loan Seller as set forth
in, or made pursuant to, Exhibit B, clauses 23, 28, 29 and 32 of the related
Loan Sale Agreement relating to fees and expenses payable by the Mortgagor
associated with the exercise of a defeasance option, a waiver of a "due on sale"
provision or a "due on encumbrance" provision or the release of any Mortgaged
Property, and (y) the related Loan Documents specifically prohibit the Master
Servicer or Special Servicer from requiring the related Mortgagor to pay such
fees and expenses, then, upon notice by the Master Servicer or Special Servicer,
the related Mortgage Loan Seller shall transfer to the Collection Account,
within 90 days of such Mortgage Loan Seller's receipt of such notice, the amount
of any such fees and expenses borne by the Trust Fund that are the basis of such
Breach (or the related Mortgage Loan Seller's pro rata portion thereof with
respect to the __________ AB Mortgage Loan). Upon its making such deposit, the
related Mortgage Loan Seller shall be deemed to have cured such Breach in all
respects. Provided such payment is made, this paragraph describes the sole
remedy available to the Certificateholders and the Trustee on their behalf
regarding any such Breach, regardless of whether it constitutes a Material
Breach, and the related Mortgage Loan Seller shall not be obligated to
repurchase or otherwise cure such Breach.

            As to any Qualifying Substitute Mortgage Loan or Loans, the Trustee
shall direct the related Mortgage Loan Seller to deliver to the Trustee for such
Qualifying Substitute Mortgage Loan or Loans (with a copy to the Master
Servicer), the related Mortgage File(s) with the related Note(s) endorsed as
required by clause (1) of the definition of "Mortgage File." No substitution may
be made in any calendar month other than on the Determination Date for such
month. Monthly Payments due with respect to Qualifying Substitute Mortgage Loans
in the month of substitution shall not be part of the Trust Fund and will be
retained by Master Servicer and remitted by the Master Servicer to the related
Mortgage Loan Seller on the next succeeding Distribution Date. For the month of
substitution, distributions to Certificateholders will include the Monthly
Payment due on the related Deleted Mortgage Loan for such month and thereafter


                                      -74-
<PAGE>

the related Mortgage Loan Seller shall be entitled to retain all amounts
received in respect of such Deleted Mortgage Loan.

            In any month in which the related Mortgage Loan Seller substitutes
one or more Qualifying Substitute Mortgage Loans for one or more Deleted
Mortgage Loans, the Master Servicer will determine the applicable Substitution
Shortfall Amount. The Trustee shall direct the related Mortgage Loan Seller to
deposit cash equal to such amount into the Collection Account concurrently with
the delivery of the Mortgage File(s) for the Qualifying Substitute Mortgage
Loan(s), without any reimbursement thereof. The Trustee shall also direct the
related Mortgage Loan Seller to give written notice to the Trustee and the
Master Servicer of such deposit, accompanied by an Officer's Certificate as to
the calculation of the applicable Substitution Shortfall Amount. The Trustee
shall direct the related Mortgage Loan Seller to amend the Mortgage Loan
Schedule to reflect the removal of each Deleted Mortgage Loan and, if
applicable, the substitution of the Qualifying Substitute Mortgage Loan(s); and,
upon such amendment, the Trustee shall deliver or cause the delivery of such
amended Mortgage Loan Schedule to the other parties hereto and to each Mortgage
Loan Seller. Upon any such substitution, the Qualifying Substitute Mortgage
Loan(s) shall be subject to the terms of this Agreement in all respects.

            (b) In connection with any repurchase or substitution of one or more
Mortgage Loans contemplated by this Section 2.03, upon receipt of a Request for
Release (in the form of Exhibit D attached hereto) of a Servicing Officer of the
Master Servicer certifying as to the receipt of the applicable Purchase Price(s)
in the Collection Account (in the case of any such repurchase) or the receipt of
the applicable Substitution Shortfall Amount(s) in the Collection Account and
upon the delivery of the Mortgage File(s) and the Servicing File(s) for the
related Qualified Substitute Mortgage Loan(s) to the Master Servicer (in the
case of any such substitution), (i) the Trustee shall promptly execute and
deliver such endorsements and assignments as are provided to it, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the applicable Mortgage Loan Seller the legal and beneficial ownership of each
repurchased Mortgage Loan or Deleted Mortgage Loan, as applicable, being
released pursuant to this Section 2.03, and (ii) the Trustee, the Master
Servicer and the Special Servicer shall each tender promptly to the applicable
Mortgage Loan Seller, upon delivery to each of them of a receipt executed by the
applicable Mortgage Loan Seller, all portions of the Mortgage File and other
documents pertaining to each such Mortgage Loan possessed by it and the Master
Servicer and the Special Servicer shall release or cause to be released to the
applicable Mortgage Loan Seller any Escrow Payments and Reserve Funds held by it
in respect of such repurchased or Deleted Mortgage Loan; provided that any such
tender by the Trustee shall be conditioned upon its receipt from the Master
Servicer or the Special Servicer of a Request for Release.

            Thereafter, the Trustee, the Master Servicer and the Special
Servicer shall have no further responsibility with regard to the related
repurchased Mortgage Loan(s) or Deleted Mortgage Loan(s), as applicable, and the
related Mortgage File(s) and Servicing File(s). The Master Servicer shall, and
is hereby authorized and empowered by the Trustee to, prepare, execute and
deliver in its own name, on behalf of the Certificateholders and the Trustee or
any of them, the endorsements and assignments contemplated by this Section 2.03,
and the Trustee shall execute any powers of attorney that are prepared and
delivered to the Trustee by the Master


                                      -75-
<PAGE>

Servicer and are necessary to permit the Master Servicer to do so. At the time a
substitution is made, the related Loan Sale Agreement will provide that the
related Mortgage Loan Seller shall deliver the related Mortgage File to the
Trustee and certify that the substitute Mortgage Loan is a Qualified Substitute
Mortgage Loan.

            (c) The provisions of this Article II provide the sole remedy
available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect in a Mortgage File
or any Material Breach of any representation or warranty set forth in or
required to be made pursuant to Section 6(c) of the applicable Loan Sale
Agreement.

            (d) The Trustee with the cooperation of the Special Servicer (in the
case of Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders, enforce the obligations of each Mortgage Loan Seller under
Section 6 of the related Loan Sale Agreement. Such enforcement, including,
without limitation, the legal prosecution of claims, shall be carried out in
such form, to such extent and at such time as the Trustee would require were it,
in its individual capacity, the owner of the affected Mortgage Loan(s). The
Trustee shall be reimbursed for the reasonable costs of such enforcement,
together with interest thereon at the Advance Rate: first, from a specific
recovery of costs, expenses or attorneys' fees against the related Mortgage Loan
Seller; second, pursuant to Section 3.06(v) out of the related Purchase Price,
to the extent that such expenses are a specific component thereof; and third, if
at the conclusion of such enforcement action it is determined that the amounts
described in clauses first and second are insufficient, then pursuant to Section
3.05(v)(b) out of general collections on the Mortgage Loans on deposit in the
Collection Account.

            (e) Subject to the applicable time periods for cure, substitution,
repurchase or other remedy provided in this Agreement, if the applicable
Mortgage Loan Seller contests a repurchase claim for a Material Breach or
Material Document Defect and the Special Servicer determines that it is in the
best interest of the Certificateholders to proceed with a liquidation or workout
(any modification pursuant to which shall not constitute a defense against a
repurchase) of a Mortgage Loan that is in default while pursuing a repurchase
claim, provided that any such action is consistent with the Servicing Standard,
the related Mortgage Loan Seller will be liable for the difference between the
aggregate of all Liquidation Proceeds, Insurance Proceeds, net REO Proceeds and
all other amounts previously received from the liquidation of, or otherwise in
respect of, such Mortgage Loan and the Purchase Price to the extent the
repurchase claim is successful.

            Section 2.04 Representations, Warranties and Covenants of the Master
Servicer. (a) The Master Servicer hereby represents and warrants to the Trustee,
for its own benefit and the benefit of the Certificateholders and holders of the
Companion Loans, and to the Depositor and the Special Servicer, as of the
Closing Date, that:

            (i) the Master Servicer is a [corporation, duly organized, validly
      existing and in good standing under the laws of the State of California],
      and Master Servicer is in compliance with the laws of each State in which
      any Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement.


                                      -76-
<PAGE>

            (ii) The execution and delivery of this Agreement by Master
      Servicer, and the performance and compliance with the terms of this
      Agreement by Master Servicer, will not violate Master Servicer's
      [organizational documents] or constitute a default (or an event which,
      with notice or lapse of time, or both, would constitute a default) under,
      or result in the breach of, any material agreement or other instrument to
      which it is a party or which is applicable to it or any of its assets.

            (iii) Master Servicer has the full power and authority to enter into
      and consummate all transactions contemplated by this Agreement, has duly
      authorized the execution, delivery and performance of this Agreement, and
      has duly executed and delivered this Agreement.

            (iv) This Agreement, assuming due authorization, execution and
      delivery by the other parties hereto, constitutes a valid, legal and
      binding obligation of Master Servicer, enforceable against Master Servicer
      in accordance with the terms hereof, subject to (A) applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws affecting the
      enforcement of creditors' rights generally, and (B) general principles of
      equity, regardless of whether such enforcement is considered in a
      proceeding in equity or at law.

            (v) Master Servicer is not in violation of, and its execution and
      delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, order
      or decree of any court or arbiter, or any order, regulation or demand of
      any federal, state or local governmental or regulatory authority, which
      violation, in Master Servicer's good faith and reasonable judgment, is
      likely to affect materially and adversely either the ability of Master
      Servicer to perform its obligations under this Agreement or the financial
      condition of Master Servicer.

            (vi) No litigation is pending or, to the best of Master Servicer's
      knowledge, threatened against Master Servicer the outcome of which, in
      Master Servicer's good faith and reasonable judgment, could reasonably be
      expected to prohibit Master Servicer from entering into this Agreement or
      materially and adversely affect the ability of Master Servicer to perform
      its obligations under this Agreement.

            (vii) Master Servicer has errors and omissions insurance coverage
      which is in full force and effect and complies with the requirements of
      Section 3.087(c) hereof.

            (viii) No consent, approval, authorization or order, registration or
      filing with or notice to, any governmental authority or court is required,
      under federal or state law, for the execution, delivery and performance of
      or compliance by Master Servicer with this Agreement, or the consummation
      by Master Servicer of any transaction contemplated hereby, other than (1)
      such consents, approvals, authorizations, qualifications, registrations,
      filings, or notices as have been obtained or made and (2) where the lack
      of such consent, approval, authorization, qualification, registration,
      filing or notice would not have a material adverse effect on the
      performance by Master Servicer under this Agreement.


                                      -77-
<PAGE>

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement. Upon discovery
by the Depositor, the Master Servicer, the Special Servicer or a Responsible
Officer of the Trustee (or upon written notice thereof from any
Certificateholder or holder of a Companion Loan) of a breach of any of the
representations and warranties set forth in this Section which materially and
adversely affects the interests of the Certificateholders, the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties hereto and the
Controlling Class Representative.

            Section 2.05 Representations, Warranties and Covenants of the
Special. Servicer (a) The Special Servicer hereby represents and warrants to the
Trustee, for its own benefit and the benefit of the Certificateholders and
holders of the Companion Loans, and to the Depositor and the Master Servicer, as
of the Closing Date, that:

            (i) The Special Servicer is a [corporation duly organized, validly
      existing and in good standing under the laws of the State of Florida], and
      the Special Servicer is in compliance with the laws of each State in which
      any Mortgaged Property is located to the extent necessary to perform its
      obligations under this Agreement;

            (ii) The execution and delivery of this Agreement by the Special
      Servicer, and the performance and compliance with the terms of this
      Agreement by the Special Servicer, will not violate the Special Servicer's
      [bylaws or Articles of Incorporation] or constitute a default (or an event
      which, with notice or lapse of time, or both, would constitute a default)
      under, or result in the breach of, any material agreement or other
      instrument to which it is a party or which is applicable to it or any of
      its assets, or result in the violation of any law, rule, regulation,
      order, judgment or decree which the Special Servicer or its property is
      subject;

            (iii) The Special Servicer has the full power and authority to enter
      into and consummate all transactions contemplated by this Agreement, has
      duly authorized the execution, delivery and performance of this Agreement,
      and has duly executed and delivered this Agreement;

            (iv) This Agreement, assuming due authorization, execution and
      delivery by each of the other parties hereto, constitutes a valid, legal
      and binding obligation of the Special Servicer, enforceable against the
      Special Servicer in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws affecting the enforcement of creditors' rights generally and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law;

            (v) The Special Servicer is not in violation of, and its execution
      and delivery of this Agreement and its performance and compliance with the
      terms of this Agreement will not constitute a violation of, any law, any
      order or decree of any court or arbiter, or any order, regulation or
      demand of any federal, state or local governmental or regulatory
      authority, which violation, in the Special Servicer's good faith and
      reasonable judgment, is likely to affect materially and adversely either
      the ability of the Special Servicer to


                                      -78-
<PAGE>

      perform its obligations under this Agreement or the financial condition of
      the Special Servicer;

            (vi) No litigation is pending or, to the best of the Special
      Servicer's knowledge, threatened against the Special Servicer which would
      prohibit the Special Servicer from entering into this Agreement or, in the
      Special Servicer's good faith and reasonable judgment is likely to
      materially and adversely affect either the ability of the Special Servicer
      to perform its obligations under this Agreement or the financial condition
      of the Special Servicer;

            (vii) Each officer, director or employee of the Special Servicer
      that has or, following a transfer of servicing responsibilities to the
      Special Servicer pursuant to Section 3.24, would have responsibilities
      concerning the servicing and administration of Mortgage Loans is covered
      by errors and omissions insurance in the amounts and with the coverage
      required by Section 3.08(c). Neither the Special Servicer nor any of its
      officers, directors or employees that is or, following the occurrence of a
      transfer of servicing responsibilities to the Special Servicer pursuant to
      Section 3.24, would be involved in the servicing or administration of
      Mortgage Loans has been refused such coverage or insurance; and

            (viii) No consent, approval, authorization or order of any court or
      governmental agency or body is required for the execution, delivery and
      performance by the Special Servicer, or compliance by the Special Servicer
      with, this Agreement or the consummation of the transactions contemplated
      by this Agreement, except for any consent, approval, authorization or
      order which has not been obtained or cannot be obtained prior to the
      actual performance by the Special Servicer of its obligations under this
      Agreement, and which, if not obtained would not have a materially adverse
      effect on the ability of the Special Servicer to perform its obligations
      hereunder.

            (b) The representations and warranties set forth in paragraph (a)
above shall survive the execution and delivery of the Agreement. Upon discovery
by the Depositor, the Master Servicer, the Special Servicer or a Responsible
Officer of the Trustee (or upon written notice thereof from any
Certificateholder or holder of a Companion Loan) of a breach of any of the
representations and warranties set forth in this Section which materially and
adversely affects the interests of the Certificateholders, the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties hereto and the
Controlling Class Representative.

            Section 2.06 Execution and Delivery of Certificates; Issuance of
Lower-Tier Regular Interests The Trustee acknowledges the assignment to it of
the Mortgage Loans and the delivery of the related Mortgage Files to the
Custodian (to the extent the documents constituting the Mortgage Files are
actually delivered to the Custodian), subject to the provisions of Section 2.01
and Section 2.02 and, concurrently with such delivery, (i) the Trustee
acknowledges the issuance of the Lower-Tier Regular Interests to the Depositor
and the execution, authentication, and delivery of the [Class LR] Certificates
to or upon the order of the Depositor, evidencing ownership of the entire
Lower-Tier REMIC, in exchange for the Mortgage Loans (other than the Excess
Interest), receipt of which is hereby acknowledged, (ii) the Depositor


                                      -79-
<PAGE>

hereby conveys all rights, title and interest in and to the Lower-Tier Regular
Interests to the Trustee and (iii) the Trustee acknowledges that it has executed
and caused to be authenticated and delivered to and upon the order of the
Depositor, in exchange for the Lower-Tier Regular Interests and the Excess
Interest, the Regular Certificates and the [Class R] Certificates, registered in
the names set forth in such order and duly authenticated by the Trustee
evidencing ownership of the Upper-Tier REMIC and the undivided interests in the
Grantor Trust set forth in Section 2.07(b).

            Section 2.07 Miscellaneous REMIC and Grantor Trust Provisions. (a)
The [Class LA-1-1], [Class LA-1-2], [Class LA-1-3], [Class LA-2-1], [Class
LA-2-2], [Class LA-2-3], [Class LA-2-4], [Class LA-3-1], [Class LA-3-2], [Class
LB], [Class LC-1], [Class LC-2], [Class LD-1], [Class LD-2], [Class LD-3],
[Class LE-1], [Class LE-2], [Class LF-1], [Class LF-2], [Class LG-1], [Class
LG-2], [Class LH], [Class LJ-1], [Class LJ-2], [Class LK], [Class LL], [Class
LM], [Class LN], [Class LO], [Class LP] and [Class LS] Interests are hereby
designated as "regular interests" in the Lower-Tier REMIC within the meaning of
Section 860G(a)(1) of the Code, and the [Class LR] Certificates are hereby
designated as the sole class of "residual interests" in the Lower-Tier REMIC
within the meaning of Section 860G(a)(2) of the Code. The [Class A], [Class X],
[Class B], [Class C], [Class D], [Class E], [Class F], [Class G], [Class H],
[Class J], [Class K], [Class L], [Class M], [Class N], [Class O], [Class P] and
[Class S] Certificates (exclusive of the right of the [Class S] Certificates to
receive Excess Interest) are hereby designated as representing "regular
interests" in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of
the Code and the [Class R] Certificates are hereby designated as the sole class
of "residual interests" in the Upper-Tier REMIC within the meaning of Section
860G(a)(2) of the Code. The Closing Date is hereby designated as the "Startup
Day" of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of
Section 860G(a)(9) of the Code. The "latest possible maturity date" of the
Lower-Tier Regular Interests and the Regular Certificates for purposes of
Section 860G(a)(1) of the Code is the Rated Final Distribution Date.

            (b) The [Class S] Certificates represent an undivided beneficial
interest in any Excess Interest with respect to the Mortgage Loans and related
portions of the Excess Interest Distribution Account.

            (c) None of the Depositor, the Trustee, the Master Servicer or the
Special Servicer shall enter into any arrangement by which the Trust Fund will
receive a fee or other compensation for services other than as specifically
contemplated herein.

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

            Section 3.01 Master Servicer to Act as Master Servicer;
Administration of the Mortgage Loans (a) The Master Servicer and the Special
Servicer, each as an independent contractor, shall service and administer the
Mortgage Loans and the Companion Loans on behalf of the Trust Fund and the
Trustee (as trustee for Certificateholders) and holders of the Companion Loans
in accordance with the Servicing Standard. To the extent consistent with the


                                      -80-
<PAGE>

foregoing and subject to any express limitations set forth in this Agreement and
any related intercreditor agreement, the Master Servicer and Special Servicer
shall seek to maximize the timely and complete recovery of principal and
interest on the Mortgage Loans. Subject only to the Servicing Standard, the
Master Servicer and Special Servicer shall have full power and authority, acting
alone or, in the case of the Master Servicer only, through sub-servicers
(subject to paragraph (c) of this Section 3.01 and to Section 3.02), to do or
cause to be done any and all things in connection with such servicing and
administration which it may deem consistent with the Servicing Standards and, in
its reasonable judgment, in the best interests of the Certificateholders and
holders of the Companion Loans, including, without limitation, with respect to
each Mortgage Loan and Companion Loan, to prepare, execute and deliver, on
behalf of the Certificateholders, Companion Holders and the Trustee or any of
them: (i) any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien on each Mortgaged
Property and related collateral; (ii) subject to Sections 3.09, 3.10 and 3.27,
any modifications, waivers, consents or amendments to or with respect to any
documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Mortgage
Loans and the Mortgaged Properties. Notwithstanding the foregoing, neither the
Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise
consent to any change of the terms of any Mortgage Loan except under the
circumstances described in Sections 3.09, 3.10 and 3.27 hereof. The Master
Servicer and Special Servicer shall service and administer the Mortgage Loans in
accordance with applicable law and shall provide to the Mortgagors any reports
required to be provided to them thereby. Subject to Section 3.11, the Trustee
shall, upon the receipt of a written request of a Servicing Officer, execute and
deliver to the Master Servicer and Special Servicer any powers of attorney and
other documents prepared by the Master Servicer and Special Servicer and
necessary or appropriate (as certified in such written request) to enable the
Master Servicer and Special Servicer to carry out their servicing and
administrative duties hereunder. Each of the Master Servicer and the Special
Servicer shall indemnify the Trustee for any and all costs, liabilities and
expenses incurred by the Trustee in connection with the negligent or willful
misuse of such powers of attorney by the Master Servicer or the Special
Servicer, as applicable.

            (b) Unless otherwise provided in the related Loan Documents, the
Master Servicer shall apply any partial Principal Prepayment received on a
Mortgage Loan on a date other than a Due Date to the principal balance of such
Mortgage Loan as of the Due Date immediately following the date of receipt of
such partial Principal Prepayment. Unless otherwise provided in the related Loan
Documents, the Master Servicer shall apply any amounts received on "government
securities" within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, or any other securities that comply with Treasury Regulations Section
1.860G-2(a)(8) (which shall not be redeemed by the Master Servicer prior to the
maturity thereof) in respect of a Mortgage Loan being defeased pursuant to its
terms to the principal balance of and interest on such Mortgage Loan as of the
Due Date immediately following the receipt of such amounts.

            (c) The Master Servicer may enter into sub-servicing agreements with
third parties with respect to any of its respective obligations hereunder,
provided that (i) any such agreement shall be consistent with the provisions of
this Agreement, (ii) except as provided in Section 3.27(n) and (o), no
sub-servicer retained by the Master Servicer shall grant any


                                      -81-
<PAGE>

modification, waiver or amendment to any Mortgage Loan or proceed to foreclose
any Mortgage without the approval of the Special Servicer which approval shall
be given or withheld in accordance with the procedures set forth in Sections
3.09, 3.10, 3.26 and 3.27, and (iii) such agreement shall be consistent with the
Servicing Standard. Any such sub-servicing agreement may permit the sub-servicer
to delegate its duties to agents or subcontractors so long as the related
agreements or arrangements with such agents or subcontractors are consistent
with the provisions of this Section 3.01(c). Any sub-servicing agreement entered
into by the Master Servicer shall provide that it may be assumed by the Trustee,
if the Trustee has assumed the duties of the Master Servicer or by any successor
Master Servicer without cost or obligation to the assuming party or the Trust
Fund, upon the assumption by such party of the obligations of the Master
Servicer pursuant to Section 7.02. The Special Servicer may not enter into
sub-servicing agreements. Any sub-servicing agreement entered into by the Master
Servicer, expressly or effectively shall provide that (if the Master Servicer
and the Special Servicer are not the same Person) such agreement shall terminate
with respect to any Mortgage Loan serviced thereunder at the time such Mortgage
Loan becomes a Specially Serviced Mortgage Loan (provided that, if any
Additional Servicing Fee Mortgage Loan becomes a Specially Serviced Mortgage
Loan, the applicable Designated Sub-Servicer, ________, ________ and the Master
Servicer, as the case may be, shall be entitled to continue to receive or retain
their applicable portion of the Additional Servicing Fee with respect to such
Mortgage Loan pursuant to the related Designated Sub-Servicer Agreement).

            Any sub-servicing agreement, and any other transactions or services
relating to the Mortgage Loans involving a sub-servicer, shall be deemed to be
between the Master Servicer and such sub-servicer alone, and the Trustee, the
Trust Fund and the Certificateholders shall not be deemed parties thereto and
shall have no claims, rights, obligations, duties or liabilities with respect to
the sub-servicer, except as set forth in Section 3.01(d) and no provision herein
may be construed so as to require the Trust Fund to indemnify any such
sub-servicer.

            (d) If the Trustee or any successor Master Servicer assumes the
obligations of the Master Servicer in accordance with Section 7.02, the Trustee
or such successor, as applicable, to the extent necessary to permit the Trustee
or such successor, as applicable, to carry out the provisions of Section 7.02,
shall, without act or deed on the part of the Trustee or such successor, as
applicable, succeed to all of the rights and obligations of the Master Servicer
under any sub-servicing agreement entered into by the Master Servicer pursuant
to Section 3.01(c). In such event, the Trustee or the successor Master Servicer,
as applicable, shall be deemed to have assumed all of the Master Servicer's
interest therein (but not any liabilities or obligations in respect of acts or
omissions of the Master Servicer prior to such deemed assumption) and to have
replaced the Master Servicer as a party to such sub-servicing agreement to the
same extent as if such sub-servicing agreement had been assigned to the Trustee
or such successor Master Servicer, as applicable, except that the Master
Servicer shall not thereby be relieved of any liability or obligations under
such sub-servicing agreement that accrued prior to the succession of the Trustee
or the successor Master Servicer, as applicable.

            In the event that the Trustee or any successor Master Servicer,
assumes the servicing obligations of the Master Servicer, upon request of the
Trustee, or such successor Master Servicer, as applicable, the Master Servicer
shall at its own expense deliver to the Trustee or such successor Master
Servicer all documents and records relating to any sub-servicing


                                      -82-
<PAGE>

agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held by it, if any, and will otherwise use
its reasonable efforts to effect the orderly and efficient transfer of any
sub-servicing agreement to the Trustee or the successor Master Servicer, as
applicable.

            With respect to each ARD Loan, neither the Master Servicer nor the
Special Servicer (including in its capacity as a Certificateholder, if
applicable), shall take any enforcement action with respect to the payment of
Excess Interest or principal in excess of the principal component of the
constant Monthly Payment, other than requests for collection, until the Maturity
Date of the related ARD Loan; provided, that the Master Servicer or Special
Servicer, as the case may be, may take action to enforce the Trust Fund's right
to apply excess cash flow to principal in accordance with the terms of the Loan
Documents.

            Section 3.02 Liability of the Master Servicer and Special Servicer.
Notwithstanding any sub-servicing agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer and
any Person acting as sub-servicer (or its agents or subcontractors) or any
reference to actions taken through any Person acting as sub-servicer or
otherwise, the Master Servicer shall remain obligated and primarily liable for
the servicing and administering of the Mortgage Loans in accordance with the
provisions of this Agreement without diminution of such obligation or liability
by virtue of such sub-servicing agreements or arrangements or by virtue of
indemnification from any Person acting as sub-servicer (or its agents or
subcontractors) to the same extent and under the same terms and conditions as if
the Master Servicer alone were servicing and administering the Mortgage Loans.
The Master Servicer shall be entitled to enter into an agreement with any
sub-servicer providing for indemnification of the Master Servicer by such
sub-servicer, and nothing contained in this Agreement shall be deemed to limit
or modify such indemnification, but no such agreement for indemnification shall
be deemed to limit or modify this Agreement.

            Section 3.03 Collection of Certain Mortgage Loan Payments. (a) The
Master Servicer or the Special Servicer, as applicable, shall use reasonable
efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans it is obligated to service hereunder, and shall follow the
Servicing Standards with respect to such collection procedures. The Master
Servicer shall use its reasonable efforts to collect income statements, rent
rolls and other reporting information from Mortgagors. Consistent with the
foregoing, the Master Servicer or Special Servicer, as applicable, may in its
discretion waive any late payment charge in connection with any delinquent
Monthly Payment with respect to any Mortgage Loan. In addition, the Master
Servicer shall be entitled to take such actions with respect to the collection
of payments on the Mortgage Loans as are permitted or required under Section
3.26 hereof.

            (b) In the event that the Master Servicer or Special Servicer
receives, or receives notice from the related Mortgagor that it will be
receiving, Excess Interest in any Collection Period, the Master Servicer or
Special Servicer, as applicable, will promptly notify the Trustee.

            Section 3.04 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts (a) With respect to each Mortgage Loan (other than any REO
Mortgage Loan), the Master Servicer shall maintain accurate records with respect
to each related Mortgaged Property


                                      -83-
<PAGE>

reflecting the status of taxes, assessments, ground rents and other similar
items that are or may become a lien on the related Mortgaged Property and the
status of insurance premiums payable with respect thereto. From time to time, to
the extent such payments are to be made from escrowed funds, the Master Servicer
shall (i) obtain all bills for the payment of such items (including renewal
premiums), and (ii) effect payment of all such bills with respect to such
Mortgaged Properties prior to the applicable penalty or termination date, in
each case employing for such purpose Escrow Payments as allowed under the terms
of the related Mortgage Loan. With respect to non-escrowed payments, when the
Master Servicer becomes aware in accordance with the Servicing Standards that a
Mortgagor has failed to make any such payment or, with respect to escrowed
loans, collections from the Mortgagor are insufficient to pay any such item
before the applicable penalty or termination date, the Master Servicer shall
advance the amount of any shortfall as a Property Advance unless the Master
Servicer determines in its good faith business judgment that such Advance would
be a Nonrecoverable Advance. Notwithstanding anything in this Agreement to the
contrary, the Master Servicer may in its good faith judgment elect (but is not
required) to make a Property Advance with respect to a Mortgage Loan
notwithstanding that the Master Servicer has determined such Property Advance
would be nonrecoverable if making such Advance would prevent (i) the related
Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any
event that would cause a loss of the priority of the lien of the related
Mortgage, or the loss of any security for the related Mortgage Loan, if in each
instance, the Master Servicer determines in accordance with the Servicing
Standards that making the Property Advance is in the best interest of the
Certificateholders. If the Master Servicer chooses not to make such Advance but
determines that such Advance, in accordance with the Servicing Standards, is in
the best interest of Certificateholders and any related Companion Holder, as a
collective whole, the Master Servicer will make the Advance from amounts on
deposit in the Collection Account. The Master Servicer shall be entitled to
reimbursement of Advances made from its own funds, with interest thereon at the
Advance Rate, that it makes pursuant to the preceding sentence from amounts
received on or in respect of the related Mortgage Loan respecting which such
Advance was made or if such Advance has become a Nonrecoverable Advance, to the
extent permitted by Section 3.06 of this Agreement. No costs incurred by the
Master Servicer in effecting the payment of taxes and assessments on the
Mortgaged Properties shall, for the purpose of calculating distributions to
Certificateholders, be added to the amount owing under the related Mortgage
Loans, notwithstanding that the terms of such Mortgage Loans so permit.

            (b) The Master Servicer shall segregate and hold all funds collected
and received pursuant to any Mortgage Loan and Companion Loan constituting
Escrow Payments separate and apart from any of its own funds and general assets
and shall establish and maintain one or more segregated custodial accounts
(each, an "Escrow Account") into which all Escrow Payments shall be deposited
within two Business Days after receipt. The Master Servicer shall also deposit
into each applicable Escrow Account any amounts representing losses on Permitted
Investments to the extent required by Section 3.07(b) and any Insurance Proceeds
or Liquidation Proceeds which are required to be applied to the restoration or
repair of any Mortgaged Property pursuant to the related Mortgage Loan. Escrow
Accounts shall be Eligible Accounts (except to the extent the related Mortgage
Loan requires or permits it to be held in an account that is not an Eligible
Account) and shall be entitled, "_____________________, as Master Servicer, in
trust for _____________________, as Trustee in trust for Holders of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates and
Companion Holders, Series


                                      -84-
<PAGE>

20__-__ and Various Mortgagors." Withdrawals from an Escrow Account may be made
by the Master Servicer only:

            (i) to effect timely payments of items constituting Escrow Payments
      for the related Loan Documents and in accordance with the terms of the
      related Mortgage Loan;

            (ii) to transfer funds to the Collection Account to reimburse the
      Master Servicer or the Trustee, as applicable, for any Advance (with
      interest thereon at the Advance Rate) relating to Escrow Payments, but
      only from amounts received with respect to the related Mortgage Loan which
      represent late collections of Escrow Payments thereunder;

            (iii) for application to the restoration or repair of the related
      Mortgaged Property in accordance with the related Mortgage Loan and the
      Servicing Standard;

            (iv) to clear and terminate such Escrow Account upon the termination
      of this Agreement;

            (v) to pay from time to time to the related Mortgagor (a) any
      interest or investment income earned on funds deposited in the Escrow
      Account if such income is required to be paid to the related Mortgagor
      under law or by the terms of the Mortgage Loan, or otherwise to the Master
      Servicer and (b) any other funds required to be released to the related
      Mortgagors pursuant to the related Loan Documents; and

            (vi) to remove any funds deposited in an Escrow Account that were
      not required to be deposited therein.

            (c) To the extent (i) an operations and maintenance plan is required
to be established and executed pursuant to the terms of a Mortgage Loan, or (ii)
any repairs, capital improvements, actions or remediations are required to have
been taken or completed pursuant to the terms of the Mortgage Loan, the Master
Servicer shall determine whether the related Mortgagor has failed to perform
such obligations under the related Mortgage Loan as of the date required under
the related Mortgage Loan and report any such failure to the Special Servicer
within a reasonable time after the later of _______, 20__ and the date as of
which such actions or remediations are required to be or to have been taken or
completed.

            Section 3.05 Collection Account; Upper-Tier Distribution Account;
Lower-Tier Distribution Account; Excess Liquidation Proceeds Reserve Account;
Excess Interest Distribution Account (a) The Master Servicer shall establish and
maintain the Collection Account in the Trustee's name, for the benefit of the
Certificateholders, the holders of Companion Loans and the Trustee as the Holder
of the Lower-Tier Regular Interests. The Collection Account shall be established
and maintained as an Eligible Account. The Master Servicer shall deposit or
cause to be deposited in the Collection Account within one Business Day
following receipt the following payments and collections received or made by it
on or with respect to the Mortgage Loans and Companion Loans:


                                      -85-
<PAGE>

            (i) all payments on account of principal on the Mortgage Loans and
      Companion Loans, including the principal component of Unscheduled
      Payments;

            (ii) all payments on account of interest on the Mortgage Loans and
      Companion Loans and the interest portion of all Unscheduled Payments;

            (iii) all Yield Maintenance Charges;

            (iv) any amounts required to be deposited pursuant to Section
      3.07(b) in connection with net losses realized on Permitted Investments
      with respect to funds held in the Collection Account;

            (v) all Net REO Proceeds withdrawn from an REO Account pursuant to
      Section 3.17(b) and all Net Insurance Proceeds and Net Liquidation
      Proceeds;

            (vi) any amounts received from Mortgagors which represent recoveries
      of Property Protection Expenses, to the extent not permitted to be
      retained by the Master Servicer as provided herein; and

            (vii) any other amounts required by the provisions of this Agreement
      to be deposited into the Collection Account by the Master Servicer or
      Special Servicer, including, without limitation, proceeds of any
      repurchase of a Mortgage Loan pursuant to Section 2.03(d) hereof.

            The foregoing requirements for deposits in the Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, to the extent provided herein, payments in the
nature of late payment charges (subject to Section 3.12 hereof), Assumption
Fees, loan modification fees, loan service transaction fees, extension fees,
demand fees, beneficiary statement charges and similar fees need not be
deposited in the Collection Account by the Master Servicer or the Special
Servicer, as applicable, and, to the extent permitted by applicable law, the
Master Servicer or the Special Servicer, as applicable, shall be entitled to
retain any such charges and fees received with respect to the Mortgage Loans. In
the event that the Master Servicer deposits in the Collection Account any amount
not required to be deposited therein, it may at any time withdraw such amount
from the Collection Account, any provision herein to the contrary
notwithstanding. The Master Servicer shall give written notice to the Trustee of
the location and account number of the Collection Account and shall notify the
Trustee in writing of any subsequent change thereof. The Companion Paying Agent
shall establish and maintain an account for the benefit of Companion Holders for
distributions to the Companion Holders (the "Companion Distribution Account") to
be held for the benefit of the Companion Holders. The Master Servicer shall
deliver to the Companion Paying Agent each month on the Master Servicer
Remittance Date therein, for deposit in the Companion Distribution Account (or,
if the Master Servicer is the Companion Paying Agent, shall deposit in the
Companion Distribution Account), an aggregate amount of immediately available
funds equal to the amount required to be distributed to the related Companion
Holder pursuant to the related intercreditor agreement.

            (b) The Trustee shall establish and maintain (i) the Lower-Tier
Distribution Account in the name of the Trustee, in trust for the benefit of the
Certificateholders and the


                                      -86-
<PAGE>

Trustee as the Holder of the Lower-Tier Regular Interests; and (ii) the
Upper-Tier Distribution Account in the name of the Trustee, in trust for the
benefit of the Certificateholders. The Lower-Tier Distribution Account and
Upper-Tier Distribution Account shall be established and maintained as Eligible
Accounts or as sub-accounts of a single Eligible Account. With respect to each
Distribution Date, on or before such date the Trustee shall make the withdrawals
from the Lower-Tier Distribution Account, as set forth in Section 4.01 hereof,
shall make the deposits into the Upper-Tier Distribution Account, as set forth
in Section 4.01 hereof, and shall cause the amount of Available Funds (including
P&I Advances) and Yield Maintenance Charges to be distributed in respect of the
Certificates, pursuant to Section 4.01 hereof on such date.

            (c) The Trustee shall establish (upon an event occurring that
generates Excess Liquidation Proceeds) and maintain the Excess Liquidation
Proceeds Reserve Account in trust for the benefit of the Certificateholders. The
Excess Liquidation Proceeds Reserve Account shall be maintained separate and
apart from trust funds for mortgage pass-through certificates of other series
administered by the Trustee and other accounts of the Trustee. Funds in the
Excess Liquidation Proceeds Reserve Account may be invested by the Trustee in
Permitted Investments in accordance with the provisions of Section 3.07.

            Upon the disposition of any REO Property in accordance with Section
3.18, the Special Servicer shall calculate the Excess Liquidation Proceeds, if
any, realized in connection with such sale and deposit such amount in the Excess
Liquidation Proceeds Reserve Account.

            (d) Prior to the Master Servicer Remittance Date relating to the
Collection Period, if any, in which Excess Interest is received, the Trustee
shall establish and maintain the Excess Interest Distribution Account in the
name of the Trustee in trust for the benefit of the Certificateholders as set
forth in Section 2.07(b). The Excess Interest Distribution Account shall be
established and maintained as an Eligible Account. On or before the Master
Servicer Remittance Date related to the applicable Distribution Date, the Master
Servicer shall remit to the Trustee for deposit in the Excess Interest
Distribution Account an amount equal to the Excess Interest received during the
applicable Collection Period.

            Following the distribution of Excess Interest to Certificateholders
on the first Distribution Date after which there are no longer any Mortgage
Loans outstanding which pursuant to their terms could pay Excess Interest, the
Trustee shall terminate the Excess Interest Distribution Account.

            (e) Notwithstanding anything to the contrary herein, the Lower-Tier
Distribution Account, the Upper-Tier Distribution Account, the Excess
Liquidation Proceeds Reserve Account, the Excess Interest Distribution Account
and the Interest Reserve Account may all be sub-accounts of a single Eligible
Account.

            Section 3.06 Permitted Withdrawals from the Collection Account. The
Master Servicer may make withdrawals from the Collection Account only as
described below (the order set forth below not constituting an order of priority
for such withdrawals):

            (i) to remit to the Trustee for deposit in the Lower-Tier
      Distribution Account, the Interest Reserve Account, the Excess Liquidation
      Proceeds Reserve Account and the


                                      -87-
<PAGE>

      Excess Interest Distribution Account the amounts required to be deposited
      in the Lower-Tier Distribution Account, the Interest Reserve Account, the
      Excess Liquidation Proceeds Reserve Account and the Excess Interest
      Distribution Account pursuant to Sections 4.01(a)(i), 3.05(c), 3.25 and
      3.05(d), respectively;

            (ii) to pay or reimburse the Master Servicer or the Trustee for
      Advances and any related Advance Interest Amounts (provided that the
      Trustee shall have priority with respect to such payment or reimbursement
      of any such Advances and any related Advance Interest Amounts), the Master
      Servicer's right to reimburse any such Person pursuant to this clause (ii)
      being limited to (x) late collections of the particular item which was the
      subject of the related Advance, Penalty Charges and Liquidation Proceeds
      on or in respect of the particular Mortgage Loan or REO Property
      respecting which such Advance was made, or (y) any other amounts in the
      Collection Account in the event that such Advances have been deemed to be
      Nonrecoverable Advances or are not recovered from such recoveries in
      respect of the related Mortgage Loan or REO Property after a Final
      Recovery Determination;

            (iii) [Reserved];

            (iv) to the extent not otherwise required to be applied against
      Prepayment Interest Shortfalls, to pay on or before each Master Servicer
      Remittance Date to the Master Servicer and the Special Servicer, as
      applicable, as compensation, the aggregate unpaid Servicing Fee and
      Special Servicing Compensation (if any), respectively, in respect of the
      immediately preceding Interest Accrual Period, to be paid, in the case of
      the Servicing Fee, from interest received on the related Mortgage Loan and
      to pay from time to time to the Master Servicer in accordance with Section
      3.07(b) any interest or investment income earned on funds deposited in the
      Collection Account;

            (v) in accordance with Section 2.03(d), to reimburse the Trustee,
      out of general collections on the Mortgage Loans and related REO
      Properties for any unreimbursed expense reasonably incurred by the Trustee
      in connection with the enforcement of a Mortgage Loan Seller's obligations
      under Section 6(e) of the related Loan Sale Agreement, together with
      interest thereon at the Advance Rate, but only to the extent that such
      expenses are not otherwise reimbursable;

            (vi) to pay out of general collections on the Mortgage Loans and
      related REO Properties, for costs and expenses incurred by the Trust Fund
      with respect to the Mortgage Loans and related REO Properties pursuant to
      Section 3.10(e) and to pay Liquidation Expenses out of related Liquidation
      Proceeds pursuant to Section 3.10;

            (vii) to the extent not reimbursed or paid pursuant to any other
      clause of this Section 3.06, to reimburse or pay the Master Servicer, the
      Trustee, the Special Servicer or the Depositor, as applicable, for unpaid
      Trustee Fees, unpaid Servicing Fees, unpaid Special Servicing Compensation
      and other unpaid items incurred by such Person pursuant to the second
      sentence of Section 3.07(c), Section 3.08(a) and (b), Section 3.10,
      Section 3.12(d), Section 3.17(a), Section 3.18(b), Section 6.03, Section
      7.04, Section 8.05(a), Section 8.05(d) or Section 10.07, or any other
      provision of this Agreement


                                      -88-
<PAGE>

      pursuant to which such Person is entitled to reimbursement or payment from
      the Trust Fund, in each case only to the extent expressly reimbursable
      under such Section, it being acknowledged that this clause (vii) shall not
      be deemed to modify the substance of any such Section, including the
      provisions of such Section that set forth the extent to which one of the
      foregoing Persons is or is not entitled to payment or reimbursement;

            (viii) to transfer to the Trustee for deposit in one or more
      separate, non-interest bearing accounts any amount reasonably determined
      by the Trustee to be necessary to pay any applicable federal, state or
      local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC under
      the circumstances and to the extent described in Section 4.05;

            (ix) to withdraw any amount deposited into the Collection Account
      that was not required to be deposited therein; or

            (x) to clear and terminate the Collection Account pursuant to
      Section 9.01.

            The Master Servicer shall keep and maintain separate accounting, on
a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account pursuant to subclauses (ii)-(vii) above.

            The Trustee, the Special Servicer and the Master Servicer shall in
all cases have a right prior to the Certificateholders to any funds on deposit
in the Collection Account from time to time for the reimbursement or payment of
the Servicing Fees (including investment income), or Trustee Fees, Special
Servicing Compensation, Advances, Advance Interest Amounts and their respective
expenses hereunder to the extent such fees and expenses are to be reimbursed or
paid from amounts on deposit in the Collection Account pursuant to this
Agreement (and to have such amounts paid directly to third party contractors for
any invoices approved by the Trustee, the Master Servicer or the Special
Servicer, as applicable).

            The Trustee shall, upon receipt, deposit in the Lower-Tier
Distribution Account, the Interest Reserve Account and the Excess Interest
Distribution Account any and all amounts received by the Trustee in accordance
with Section 3.06(i). If, as of [3:00 p.m.], [New York City] time, on any Master
Servicer Remittance Date or on such other date as any amount referred to in the
foregoing clause (i) is required to be delivered hereunder, the Master Servicer
shall not have delivered to the Trustee for deposit in the Lower-Tier
Distribution Account, the Interest Reserve Account and the Excess Interest
Distribution Account the amounts required to be deposited therein pursuant to
the provisions of this Agreement (including, without limitation, Section
3.06(i)), then the Trustee shall, to the extent that a Responsible Officer of
the Trustee has such knowledge, provide notice of such failure to the Master
Servicer by facsimile transmission sent to telecopy No. (215) 328-3478 (or such
alternative number provided by the Master Servicer to the Trustee in writing)
and by telephone at telephone No. (215) 328-1258 (or such alternative number
provided by the Master Servicer to the Trustee in writing) as soon as possible,
but in any event before [5:00 p.m.], [New York City] time, on such day;
provided, however, that the Master Servicer will pay the Trustee interest on
such late payment at the prime rate until such late payment is received by the
Trustee.


                                      -89-
<PAGE>

            Section 3.07 Investment of Funds in the Collection Account, the REO
Account, the Interest Reserve Account, the Mortgagor Accounts, the Excess
Liquidation Proceeds Reserve Account and Other Accounts (a) The Master Servicer,
or with respect to any REO Account, the Special Servicer, or, with respect to
the Excess Liquidation Proceeds Reserve Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account and the Interest Reserve Account (the foregoing 5 accounts, the "Trustee
Accounts"), the Trustee, may direct any depository institution maintaining the
Collection Account and any Mortgagor Accounts (subject to the second succeeding
sentence) (each of the Collection Account, any REO Account, the Excess
Liquidation Reserve Account and any Trustee Account, for purposes of this
Section 3.07, an "Investment Account"), to invest the funds in such Investment
Account in one or more Permitted Investments that bear interest or are sold at a
discount, and that mature, unless payable on demand, no later than the Business
Day preceding the date on which such funds are required to be withdrawn from
such Investment Account pursuant to this Agreement; provided that any amounts
invested by the Trustee in Permitted Investments managed or advised by the
Trustee shall mature on or prior to the Distribution Date in time to be
available to make timely distributions to Certificateholders. Any direction by
the Master Servicer, the Special Servicer or the Trustee, to invest funds on
deposit in an Investment Account shall be in writing and shall certify that the
requested investment is a Permitted Investment which matures at or prior to the
time required hereby or is payable on demand. In the case of any Escrow Account
or Lock-Box Account (the "Mortgagor Accounts"), the Master Servicer shall act
upon the written request of the related Mortgagor or Manager to the extent the
Master Servicer is required to do so under the terms of the respective Mortgage
Loan or related documents, provided that in the absence of appropriate written
instructions from the related Mortgagor or Manager meeting the requirements of
this Section 3.07, the Master Servicer shall have no obligation to, but will be
entitled to, direct the investment of funds in such accounts in Permitted
Investments. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be
made in the name of the Trustee (in its capacity as such) or in the name of a
nominee of the Trustee. The Trustee shall have sole control (except with respect
to investment direction which shall be in the control of the Master Servicer (or
the Special Servicer, with respect to any REO Accounts) as an independent
contractor to the Trust Fund) over each such investment and any certificate or
other instrument evidencing any such investment shall be delivered directly to
the Trustee or its agent (which shall initially be the Master Servicer),
together with any document of transfer, if any, necessary to transfer title to
such investment to the Trustee or its nominee. The Trustee shall have no
responsibility or liability with respect to the investment directions of the
Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses
resulting therefrom, whether from Permitted Investments or otherwise. The Master
Servicer shall have no responsibility or liability with respect to the
investment direction of any Mortgagor or Manager or any losses resulting
therefrom, whether from Permitted Investments or otherwise. In the event amounts
on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Master Servicer (or the Special Servicer),
shall: (x) consistent with any notice required to be given thereunder, demand
that payment thereon be made on the last day such Permitted Investment may
otherwise mature hereunder in an amount equal to the lesser of (1) all amounts
then payable thereunder and (2) the amount required to be withdrawn on such
date; and (y) demand payment of all amounts due thereunder promptly upon
determination by the Master


                                      -90-
<PAGE>

Servicer (or the Special Servicer) that such Permitted Investment would not
constitute a Permitted Investment in respect of funds thereafter on deposit in
the related Investment Account.

            (b) All income and gain realized from investment of funds deposited
in any Investment Account shall be for the benefit of the Master Servicer,
except with respect to the investment of funds deposited in (i) any Mortgagor
Account, which shall be for the benefit of the related Mortgagor to the extent
required under the Mortgage Loan or applicable law, (ii) any REO Account, which
shall be for the benefit of the Special Servicer or (iii) the Trustee Accounts,
which shall be for the benefit of the Trustee, and, if held in the Collection
Account or REO Account shall be subject to withdrawal by the Master Servicer or
the Special Servicer, as applicable, in accordance with Section 3.06 or Section
3.17(b), as applicable. The Master Servicer (or with respect to any REO Account,
the Special Servicer and with respect to the Trustee Accounts, the Trustee)
shall deposit from its own funds into any applicable Investment Account, the
amount of any loss incurred in respect of any such Permitted Investment
immediately upon realization of such loss (except with respect to losses
incurred as a result of the related Mortgagor or Manager exercising its power
under the related Loan Documents to direct such investment in such Mortgagor
Account); provided, however, that the Trustee, Master Servicer or Special
Servicer, as applicable, may reduce the amount of such payment to the extent it
forgoes any investment income in such Investment Account otherwise payable to
it. The Master Servicer shall also deposit from its own funds in any Mortgagor
Account the amount of any loss incurred in respect of Permitted Investments,
except to the extent that amounts are invested for the benefit of the Mortgagor
under the terms of the Mortgage Loan or applicable law.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may, and upon the request of Holders of Certificates
representing greater than [50]% of the Percentage Interests of any Class shall,
take such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings. In the
event the Trustee takes any such action, the Trust Fund shall pay or reimburse
the Trustee for all reasonable out-of-pocket expenses, disbursements and
advances incurred or made by the Trustee in connection therewith. In the event
that the Trustee does not take any such action, the Master Servicer may, but is
not obligated to, take such action at its own cost and expense.

            Section 3.08 Maintenance of Insurance Policies and Errors and
Omissions and Fidelity Coverage (a) The Master Servicer on behalf of the
Trustee, as mortgagee, shall use reasonable efforts to cause the related
Mortgagor to maintain, to the extent required by each Mortgage Loan (other than
REO Mortgage Loans), and if the Mortgagor does not so maintain, shall itself
maintain (subject to the provisions of this Agreement concerning Nonrecoverable
Advances and to the extent the Trustee as mortgagee has an insurable interest
and to the extent available at commercially reasonable rates), (i) fire and
hazard insurance (and windstorm insurance, if applicable) with extended coverage
on the related Mortgaged Property in an amount which is at least equal to the
lesser of (a) one hundred percent (100%) of the then "full replacement cost" of
the improvements and equipment (excluding foundations, footings and excavation
costs), without deduction for physical depreciation, and (b) the outstanding
principal balance of the related Mortgage Loan and the related Companion Loan or
such greater amount as


                                      -91-
<PAGE>

is necessary to prevent any reduction in such policy by reason of the
application of co-insurance provisions and to prevent the Trustee thereunder
from being deemed to be a co-insurer and provided such policy shall include a
"replacement cost" rider, (ii) insurance providing coverage against 18 months
(or such longer period or with such extended period endorsement as provided in
the related Mortgage or other Loan Document) of rent interruptions and (iii)
such other insurance as is required in the related Mortgage Loan. The Special
Servicer shall maintain fire and hazard insurance with extended coverage on each
REO Property (subject to the provisions of this Agreement concerning
Nonrecoverable Advances) in an amount which is at least equal to one hundred
percent (100%) of the then "full replacement cost" of the improvements and
equipment (excluding foundations, footings and excavation costs), without
deduction for physical depreciation. If the Special Servicer does not maintain
the insurance described in the preceding sentence or the required flood
insurance described below, the Master Servicer shall, as soon as practicable
after receipt of notice of such failure, maintain such insurance, and if the
Master Servicer does not maintain such insurance, the insurance required in the
first sentence of this Section 3.08(a) or the required flood insurance described
below (if the related Mortgagor fails to maintain such insurance), the Trustee
shall, as soon as practicable after receipt of notice of such failure, maintain
such insurance, provided that, in each such case, such obligation will be
subject to the provisions of this Agreement concerning Nonrecoverable Advances
and to the availability of such insurance at commercially reasonable rates. The
Special Servicer shall maintain, with respect to each REO Property (i) public
liability insurance providing such coverage against such risks as the Special
Servicer determines, consistent with the related Loan Documents and the
Servicing Standard, to be in the best interests of the Trust Fund, (ii)
insurance providing coverage against 18 months (or such longer period of time as
is consistent with the Loan Documents and the Servicing Standard) of rent
interruptions and (iii) such other insurance as was required pursuant to the
terms of the related Mortgage Loan. All insurance for an REO Property shall be
from a Qualified Insurer. Any amounts collected by the Master Servicer or the
Special Servicer under any such policies (other than amounts required to be
applied to the restoration or repair of the related Mortgaged Property or
amounts to be released to the Mortgagor in accordance with the terms of the
related Loan Documents) shall be deposited into the Collection Account pursuant
to Section 3.05, subject to withdrawal pursuant to Section 3.05 or 3.06. Any
cost incurred by the Master Servicer or the Special Servicer in maintaining any
such insurance shall not, for the purpose of calculating distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
It is understood and agreed that no other additional insurance other than flood
insurance or earthquake insurance subject to the conditions set forth below is
to be required of any Mortgagor or to be maintained by the Master Servicer other
than pursuant to the terms of the related Loan Documents and pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property (other than an REO
Property) is located in a federally designated special flood hazard area, the
Master Servicer will use its reasonable efforts to cause the related Mortgagor
to maintain, to the extent required by each Mortgage Loan, and if the related
Mortgagor does not so maintain, shall itself obtain (subject to the provisions
of this Agreement concerning Nonrecoverable Advances) and maintain flood
insurance in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan
and the related Companion Loan and (ii) the maximum amount of such insurance
required by the terms of the related Mortgage Loan and as is available


                                      -92-
<PAGE>

for the related property under the national flood insurance program (assuming
that the area in which such property is located is participating in such
program). If a Mortgaged Property is related to a Mortgage Loan pursuant to
which earthquake insurance was in place at the time of origination, is required
to be maintained pursuant to the terms of the Mortgage Loan, the Master Servicer
shall use its reasonable best efforts to cause the related Mortgagor to
maintain, and if the related Mortgagor does not so maintain will itself obtain
(subject to the provisions of this Agreement concerning Nonrecoverable Advances
and for so long as such insurance continues to be available at commercially
reasonable rates) and maintain earthquake insurance in respect thereof, in the
amount required by the Mortgage Loan or, if not specified, in-place at
origination. If an REO Property (i) is located in a federally designated special
flood hazard area or (ii) is related to a Mortgage Loan with respect to which
earthquake insurance would be appropriate in accordance with the Servicing
Standards and such insurance is available at commercially reasonable rates, the
Special Servicer will obtain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances) and maintain flood insurance and/or
earthquake insurance in respect thereof providing the same coverage as described
in this Section 3.08(a). If at any time during the term of this Agreement a
recovery under an insurance policy in respect of an REO Property is not
available but would have been available if such insurance were maintained
thereon in accordance with the standards applied to Mortgaged Properties
described herein, the Special Servicer shall (subject to the provisions hereof
relating to Nonrecoverable Advances) either (i) immediately deposit into the
Collection Account from its own funds the amount that would have been recovered
or (ii) apply to the restoration and repair of the property from its own funds
the amount that would have been recovered, if such application would be
consistent with the Servicing Standard; provided, however, that the Special
Servicer shall not be responsible for any shortfall in insurance proceeds
resulting from an insurer's refusal or inability to pay a claim. In the case of
any insurance otherwise required to be maintained by the Master Servicer or the
Special Servicer, as applicable, that is not being so maintained because the
Master Servicer or the Special Servicer, as applicable, has determined that it
is not available at commercially reasonable rates, the Master Servicer or the
Special Servicer, as applicable, shall deliver an Officers' Certificate to the
Trustee, the Depositor and each Rating Agency which details the steps that were
taken in seeking such insurance and the factors which led to the determination
that such insurance was not so available. Out-of-pocket expenses incurred by the
Master Servicer or Special Servicer in maintaining insurance policies pursuant
to this Section 3.08 shall be paid by the Master Servicer as a Property Advance
and shall be reimbursable to the Master Servicer with interest at the Advance
Rate. The Master Servicer (or the Special Servicer, with respect to the
Specially Serviced Mortgage Loans) agrees to prepare and present, on behalf of
itself, the Trustee and the Certificateholders and Companion Holders, claims
under each related insurance policy maintained pursuant to this Section 3.08(a)
in a timely fashion in accordance with the terms of such policy and to take such
reasonable steps as are necessary to receive payment or to permit recovery
thereunder. All insurance policies required to be maintained by the Master
Servicer or Special Servicer hereunder shall name the Trustee or the Master
Servicer or the Special Servicer, on behalf of the Trustee and Companion Holders
as the mortgagee, as loss payee, and shall be issued by Qualified Insurers.

            (b) (i) If the Master Servicer or the Special Servicer, as
applicable, obtains and maintains a blanket insurance policy insuring against
fire and hazard losses on all of the Mortgaged Properties (other than REO
Properties) as to which the related Mortgagor has not maintained insurance
required by the related Mortgage Loan or on all of the REO Properties, as


                                      -93-
<PAGE>

the case may be, it shall conclusively be deemed to have satisfied its
respective obligations concerning the maintenance of insurance coverage set
forth in Section 3.08(a). Any such blanket insurance policy shall be maintained
with a Qualified Insurer. A blanket insurance policy may contain a deductible
clause, in which case the Master Servicer or the Special Servicer, as
applicable, shall, in the event that (i) there shall not have been maintained on
the related Mortgaged Property a policy otherwise complying with the provisions
of Section 3.08(a), and (ii) there shall have been one or more losses which
would have been covered by such a policy had it been maintained, immediately
deposit into the Collection Account from its own funds the amount not otherwise
payable under the blanket policy because of such deductible clause to the extent
that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard. In
connection with its activities as Master Servicer or the Special Servicer
hereunder, as applicable, the Master Servicer and the Special Servicer,
respectively, agree to prepare and present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy which it maintains in a
timely fashion in accordance with the terms of such policy and to take such
reasonable steps as are necessary to receive payment or permit recovery
thereunder.

            (ii) If the Master Servicer or the Special Servicer, as applicable,
      causes any Mortgaged Property or REO Property to be covered by a master
      force placed insurance policy and such policy shall be issued by a
      Qualified Insurer and provide no less coverage in scope and amount for
      such Mortgaged Property or REO Property than the insurance required to be
      maintained pursuant to Section 3.08(a), then the Master Servicer or
      Special Servicer shall conclusively be deemed to have satisfied its
      respective obligations to maintain insurance pursuant to Section 3.08(a).
      Such policy may contain a deductible clause, in which case the Master
      Servicer or the Special Servicer, as applicable, shall, in the event that
      (i) there shall not have been maintained on the related Mortgaged Property
      or REO Property a policy otherwise complying with the provisions of
      Section 3.08(a), and (ii) there shall have been one or more losses which
      would have been covered by such a policy had it been maintained,
      immediately deposit into the Collection Account from its own funds the
      amount not otherwise payable under such policy because of such deductible
      to the extent that any such deductible exceeds the deductible limitation
      that pertained to the related Mortgage Loan, or, in the absence of any
      such deductible limitation, the deductible limitation which is consistent
      with the Servicing Standard.

            (c) The Master Servicer and the Special Servicer shall each maintain
a fidelity bond in the form and amount that would meet the servicing
requirements of Fannie Mae or Freddie Mac, whichever is greater, with the
Trustee named as certificateholder or loss payee, as applicable thereunder. The
Master Servicer and the Special Servicer each shall be deemed to have complied
with this provision if one of its respective Affiliates has such fidelity bond
coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as
applicable. In addition, the Master Servicer and the Special Servicer shall each
keep in force during the term of this Agreement a policy or policies of
insurance covering loss occasioned by the errors and omissions of its officers
and employees in connection with its obligations to service the Mortgage Loans
hereunder in the form and amount that would meet the servicing requirements of
Fannie Mae or Freddie Mac, whichever is


                                      -94-
<PAGE>

greater, with the Trustee named as certificateholder or loss payee, as
applicable thereunder. The Master Servicer shall cause each and every
sub-servicer for it to maintain, or cause to be maintained by any agent or
contractor servicing any Mortgage Loan on behalf of such sub-servicer, a
fidelity bond and an errors and omissions insurance policy which satisfy the
requirements for the fidelity bond and the errors and omissions policy to be
maintained by the Master Servicer pursuant to this Section 3.08(c). All fidelity
bonds and policies of errors and omissions insurance obtained under this Section
3.08(c) shall be issued by a Qualified Insurer.

            (d) The Master Servicer or Special Servicer, as applicable, shall
notify the Companion Holder of any determination not to maintain insurance
pursuant to this Section 3.08 after the related Mortgagor fails to maintain the
insurance required under the related Loan Documents.

            Section 3.09 Enforcement of Due-On-Sale Clauses; Assumption
Agreements; Defeasance Provisions (a) If any Mortgage Loan contains a provision
in the nature of a "due-on-sale" clause, which by its terms:

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the sale or other transfer
      of an interest in the related Mortgaged Property or related Mortgagor, or

            (ii) provides that such Mortgage Loan or interest in the Mortgagor
      may not be assumed or transferred without the consent of the related
      mortgagee in connection with any such sale or other transfer,

then, for so long as such Mortgage Loan is included in the Trust Fund, subject
to Section 3.26, 3.27 and 3.30, the Special Servicer on behalf of the Trust Fund
and the Companion Holders shall not be required to enforce such due-on-sale
clause and in connection therewith shall not be required to (x) accelerate
payments thereon or (y) withhold its consent to such an assumption to the extent
permitted under the terms of the related Mortgage Loan if (x) such provision is
not exercisable under applicable law or such exercise is reasonably likely to
result in meritorious legal action by the related Mortgagor or (y) the Special
Servicer determines, in accordance with the Servicing Standard, that granting
such consent would be likely to result in a greater recovery, on a present value
basis (discounting at the related Net Mortgage Rate) or would otherwise be in
the best interests of Certificateholders, than would enforcement of such clause.
If the Special Servicer determines that granting of such consent would likely
result in a greater recovery, the Special Servicer, is authorized to take or
enter into an assumption agreement from or with the Person to whom the related
Mortgaged Property has been or is about to be conveyed, and to release the
original Mortgagor from liability upon the Mortgage Loan and substitute the new
Mortgagor as obligor thereon, provided, that if (i) the Stated Principal Balance
of such Mortgage Loan as of the date of such assumption is at least equal to
[2]% of the aggregate Stated Principal Balances of all Mortgage Loans as of the
date of such assumption or (ii) the Mortgage Loan is one of the 10 largest
Mortgage Loans by Stated Principal Balance, the Special Servicer has received
Rating Agency Confirmation. In connection with each such assumption or
substitution entered into by the Special Servicer, the Special Servicer shall
give prior notice thereof to the Master Servicer. The Special Servicer shall
notify the Trustee that any such assumption or substitution agreement has been
completed by forwarding to the Trustee (with a copy to the


                                      -95-
<PAGE>

Master Servicer, if applicable) the original copy of such agreement, which
copies shall be added to the related Mortgage File and shall, for all purposes,
be considered a part of such Mortgage File to the same extent as all other
documents and instruments constituting a part thereof.

            (b) Subject to Section 3.26, 3.27 or 3.30 if any Mortgage Loan
contains a provision in the nature of a "due-on-encumbrance" clause, which by
its terms:

            (i) provides that such Mortgage Loan shall (or may at the
      mortgagee's option) become due and payable upon the creation of any lien
      or other encumbrance on the related Mortgaged Property or interest in the
      related Mortgagor, or

            (ii) requires the consent of the related mortgagee to the creation
      of any such lien or other encumbrance on the related Mortgaged Property or
      interest in the related Mortgagor,

then the Special Servicer, on behalf of the Trust Fund, shall not be required to
enforce such due-on-encumbrance clause and in connection therewith will not be
required to (i) accelerate the payments on the related Mortgage Loan or (ii)
withhold its consent to such lien or encumbrance if in either case the Special
Servicer (x) determines, in accordance with the Servicing Standard, that such
enforcement would not be in the best interests of the Trust Fund and (y) for any
Mortgage Loan which (1) has a Stated Principal Balance that is equal to or more
than [2]% of the aggregate Stated Principal Balance of the Mortgage Loans, (2)
is one of the ten largest Mortgage Loans (by Stated Principal Balance), or (3)
has a Loan-to-Value Ratio greater than [85]% or a Debt Service Coverage Ratio
less than [1.20]x (determined based upon the aggregate of the Stated Principal
Balance of the Mortgage Loan and any related Companion Loan and the principal
amount of the proposed additional loan), receives prior Rating Agency
Confirmation. The Special Servicer alone shall be responsible for processing any
requests to waive due-on-encumbrance provisions contained in the Mortgage Loans.
In the event the Master Servicer receives any request to waive any
due-on-encumbrance provision, it shall promptly notify the Special Servicer of
such request and provide the Special Servicer with such information in its
possession as is reasonably requested by the Special Servicer.

            (c) Nothing in this Section 3.09 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any lien or other encumbrance with respect to such Mortgaged
Property.

            (d) In connection with the taking of, or the failure to take, any
action pursuant to this Section 3.09, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend, and no assumption or
substitution agreement entered into pursuant to Section 3.09(a) shall contain
any terms that are different from, any term of any Mortgage Loan or the related
Note, other than pursuant to Section 3.27.

            (e) [Reserved]

            (f) With respect to any Mortgage Loan which permits release of
Mortgaged Properties through defeasance, and to the extent consistent with the
terms of the related Loan Documents:


                                      -96-
<PAGE>

            (i) In the event such Mortgage Loan requires that the Master
      Servicer on behalf of the Trustee purchase the required "government
      securities" within the meaning of Section 2(a)(16) of the Investment
      Company Act of 1940, or any other securities that comply with Treasury
      Regulations Section 1.860G-2(a)(8), the Master Servicer shall, at the
      Mortgagor's expense (to the extent consistent with the Loan Documents),
      purchase such obligations in accordance with the terms of such Mortgage
      Loan and hold the same on behalf of the Trust Fund; provided that the
      Master Servicer shall not accept the amounts paid by the related Mortgagor
      to effect defeasance until acceptable "government securities" within the
      meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any
      other securities that comply with Treasury Regulations Section
      1.860G-2(a)(8) have been identified, in each case which are acceptable as
      defeasance collateral under the current guidelines of the Rating Agencies
      .

            (ii) The Master Servicer shall require, to the extent the Loan
      Documents grant the mortgagor discretion to so require, the Mortgagor to
      provide an Opinion of Counsel (which shall be an expense of the related
      Mortgagor (to the extent consistent with the Loan Documents)) to the
      effect that the Trustee has a first priority security interest in the
      defeasance deposit and the "government securities" within the meaning of
      Section 2(a)(16) of the Investment Company Act of 1940, or any other
      securities that comply with Treasury Regulations Section 1.860G-2(a)(8),
      and the assignment thereof is valid and enforceable; such opinion,
      together with any other certificates or documents to be required in
      connection with such defeasance shall be in form and substance acceptable
      to the Master Servicer.

            (iii) To the extent consistent with the related Loan Documents, the
      Master Servicer shall obtain a certificate at the related Mortgagor's
      expense from an Independent certified public accountant certifying that
      the "government securities" within the meaning of Section 2(a)(16) of the
      Investment Company Act of 1940, or any other securities that comply with
      Treasury Regulations Section 1.860G-2(a)(8), comply with the requirements
      of the related Loan Agreement or Mortgage.

            (iv) To the extent consistent with the related Loan Documents, prior
      to permitting release of any Mortgaged Properties through defeasance, the
      Master Servicer shall (at the Mortgagor's expense) obtain Rating Agency
      Confirmation.

            (v) If the Mortgage Loan permits the related Mortgagor or the lender
      or its designee to cause an accommodation Mortgagor to assume such
      defeased obligations, the Master Servicer shall establish at the
      Mortgagor's cost and expense (and shall use its reasonable best efforts to
      cause the related Mortgagor to consent to such assumption) a special
      purpose bankruptcy-remote entity to assume such obligations, the
      establishment of which will not, as evidenced in a writing of the Rating
      Agencies delivered to the Trustee, in and of itself, result in the
      downgrade, qualification or withdrawals of the ratings then assigned to
      the Certificates.

            (vi) To the extent consistent with the related Loan Documents, the
      Master Servicer shall require the related Mortgagor to pay all costs and
      expenses incurred in connection with the defeasance of the related
      Mortgage Loans. In the event that the


                                      -97-
<PAGE>

      Mortgagor is not required to pay any such costs and expenses under the
      terms of the Loan Documents, such costs and expenses shall be Additional
      Trust Fund Expenses.

            Section 3.10 Realization Upon Defaulted Mortgage Loans. (a) Within
30 days after the occurrence of an Appraisal Reduction Event, the Special
Servicer shall, in the case of any Mortgage Loan with an outstanding principal
balance equal to or in excess of $[2,000,000], obtain an updated Appraisal or,
in the case of any Mortgage Loan with an outstanding principal balance of less
than $[2,000,000], perform a desktop valuation of the related Mortgaged Property
or REO Property, as the case may be, the costs of which shall be a Property
Advance to be advanced by the Master Servicer; provided, however, that the
Special Servicer shall not be required to obtain an updated Appraisal or perform
a desktop valuation of any Mortgaged Property with respect to which there exists
an Appraisal or desktop valuation, as applicable, which is less than twelve
months old unless the Special Servicer determines that such previously obtained
Appraisal is materially inaccurate. The Special Servicer shall obtain annual
letter updates to any updated Appraisal or desktop valuation, as the case may
be. Any Appraisal or desktop valuation prepared in order to determine the
Appraisal Reduction Amount allocated pursuant to Section 4.06 shall be delivered
by the Special Servicer, upon request, to any Certificateholder of a Private
Certificate and in each case to the related Companion Holder.

            (b) In connection with any foreclosure, enforcement of the Loan
Documents or other acquisition, the Master Servicer in accordance with Section
3.22 shall pay the out-of-pocket costs and expenses in any such proceedings as a
Property Advance unless the Master Servicer determines, in its good faith
judgment, that such Advance would constitute a Nonrecoverable Advance. The
Master Servicer shall be entitled to reimbursement of Advances (with interest at
the Advance Rate) made pursuant to the preceding sentence to the extent
permitted by Section 3.06(ii) and Section 3.06(vii).

            Subject to Section 3.26, if the Special Servicer elects to proceed
with a non-judicial foreclosure in accordance with the laws of the state where
the Mortgaged Property is located, the Special Servicer shall not be required to
pursue a deficiency judgment against the related Mortgagor or any other liable
party if the laws of the state do not permit such a deficiency judgment after a
non-judicial foreclosure or if the Special Servicer determines, in accordance
with the Servicing Standard, that the likely recovery if a deficiency judgment
is obtained will not be sufficient to warrant the cost, time, expense and/or
exposure of pursuing the deficiency judgment and such determination is evidenced
by an Officers' Certificate delivered to the Trustee.

            (i) In the event that title to any Mortgaged Property is acquired in
      foreclosure or by deed in lieu of foreclosure, the deed or certificate of
      sale shall be issued to the Trustee, to a co-trustee or to its nominee
      (which shall not include the Master Servicer but may be a single member
      limited liability company owned by the Trust and managed by the Special
      Servicer) or a separate trustee or co-trustee on behalf of the Trustee as
      holder of the Lower-Tier Regular Interests and on behalf of the holders of
      the Certificates and the Companion Holder, if applicable. Notwithstanding
      any such acquisition of title and cancellation of the related Mortgage
      Loan, such Mortgage Loan shall (except for purposes of Section 9.01) be
      considered to be an REO Mortgage Loan held in the Trust


                                      -98-
<PAGE>

      Fund until such time as the related REO Property shall be sold by the
      Trust Fund and shall be reduced only by collections net of expenses.

            (c) Notwithstanding any provision to the contrary, the Special
Servicer shall not acquire for the benefit of the Trust Fund any personal
property pursuant to this Section 3.10 unless either:

            (i) such personal property is incident to real property (within the
      meaning of Section 856(e)(1) of the Code) so acquired by the Special
      Servicer for the benefit of the Trust Fund; or

            (ii) the Special Servicer shall have requested and received an
      Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
      to the effect that the holding of such personal property by the Trust Fund
      will not cause the imposition of a tax on the Lower-Tier REMIC or
      Upper-Tier REMIC under the REMIC Provisions or cause the Lower-Tier REMIC
      or Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
      Certificate is outstanding.

            (d) Notwithstanding any provision to the contrary in this Agreement,
neither the Special Servicer nor the Master Servicer shall, on behalf of the
Trust Fund, obtain title to any direct or indirect partnership or membership
interest or other equity interest in any Mortgagor pledged pursuant to any
pledge agreement, unless the Master Servicer shall have requested and received
an Opinion of Counsel (which opinion shall be an expense of the Trust Fund) to
the effect that the holding of such partnership interest or other equity
interest by the Trust Fund will not cause the imposition of a tax on the
Lower-Tier REMIC or Upper-Tier REMIC under the REMIC Provisions or cause the
Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time
that any Certificate is outstanding.

            (e) Notwithstanding any provision to the contrary contained in this
Agreement, the Special Servicer shall not, on behalf of the Trust Fund, obtain
title to a Mortgaged Property as a result of or in lieu of foreclosure or
otherwise, obtain title to any direct or indirect partnership or membership
interest in any Mortgagor pledged pursuant to a pledge agreement and thereby be
the beneficial owner of a Mortgaged Property, and shall not otherwise acquire
possession of, or take any other action with respect to, any Mortgaged Property
if, as a result of any such action, the Trustee, or the Trust Fund or the
Certificateholders or, if applicable, the Companion Holder, would be considered
to hold title to, or be a mortgagee-in-possession of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an updated
environmental assessment report (or, in the case of an Environmental Policy
Loan, an environmental assessment report) prepared by an Independent Person who
regularly conducts environmental audits, that:

            (i) such Mortgaged Property is in compliance with applicable
      environmental laws or, if not, after consultation with an environmental
      consultant, that it would be in the best economic interest of the Trust
      Fund and any related Companion Holder to take such actions as are
      necessary to bring such Mortgaged Property in compliance therewith;


                                      -99-
<PAGE>

            (ii) there are no circumstances present at such Mortgaged Property
      relating to the use, management or disposal of any Hazardous Materials for
      which investigation, testing, monitoring, containment, clean-up or
      remediation could be required under any currently effective federal, state
      or local law or regulation, or that, if any such Hazardous Materials are
      present for which such action could be required, after consultation with
      an environmental consultant, it would be in the best economic interest of
      the Trust Fund and any related Companion Holder to take such actions with
      respect to the affected Mortgaged Property. In the event that the
      environmental assessment first obtained by the Special Servicer with
      respect to a Mortgaged Property indicates that such Mortgaged Property may
      not be in compliance with applicable environmental laws or that Hazardous
      Materials may be present but does not definitively establish such fact,
      the Special Servicer shall cause such further environmental tests to be
      conducted by an Independent Person who regularly conducts such tests as
      the Special Servicer shall deem prudent to protect the interests of
      Certificateholders and any related Companion Holder. Any such tests shall
      be deemed part of the environmental assessment obtained by the Special
      Servicer for purposes of this Section 3.10; and

            (iii) that, consistent with the Servicing Standard, all actions have
      been taken with respect to any environmental insurance policy relating to
      such Mortgage Loan.

            In the event that the Special Servicer seeks to obtain title to a
Mortgaged Property on behalf of the Trust Fund, the Special Servicer may, in its
discretion, establish a single member limited liability company with the Trust
Fund and any related Companion Holder as the sole owner to hold title to such
Mortgaged Property.

            (f) The environmental assessment contemplated by Section 3.10(e)
shall be prepared within three months of the determination that such assessment
is required by any Independent Person who regularly conducts environmental
audits for purchasers of commercial property where the Mortgaged Property is
located, as determined by the Special Servicer in a manner consistent with the
Servicing Standards and, with respect to any Environmental Policy Loan, the
related Environmental Insurance Policy (including that the environmental
assessment identify any potential pollution conditions (as defined in the
Environmental Insurance Policy) with respect to the related Mortgaged Property).
The Master Servicer shall advance the cost of preparation of such environmental
assessments unless the Master Servicer determines, in its good faith judgment,
that such Advance would be a Nonrecoverable Advance. The Master Servicer shall
be entitled to reimbursement of Advances (with interest at the Advance Rate)
made pursuant to the preceding sentence in the manner set forth in Section 3.06.
Copies of any environmental assessment prepared pursuant to Section 3.10(e)
shall be provided to the Certificateholder of any Class of Private Certificates
and any related Companion Holder upon written request to the Special Servicer.

            (g) If the Special Servicer determines pursuant to Section
3.10(e)(i) that a Mortgaged Property is not in compliance with applicable
environmental laws but that it is in the best economic interest of the Trust
Fund and any related Companion Holder, as a collective whole, to take such
actions as are necessary to bring such Mortgaged Property in compliance
therewith, or if the Special Servicer determines pursuant to Section 3.10(e)(ii)
that the circumstances referred to therein relating to Hazardous Materials are
present but that it is in the


                                     -100-
<PAGE>

best economic interest of the Trust Fund and any related Companion Holder, as a
collective whole, to take such action with respect to the containment, clean-up
or remediation of Hazardous Materials affecting such Mortgaged Property as is
required by law or regulation, the Special Servicer shall take such action as it
deems to be in the best economic interest of the Trust Fund and any related
Companion Holder, as a collective whole. The Master Servicer shall pay the cost
of any such compliance, containment, clean-up or remediation from the Collection
Account. The Master Servicer shall be entitled to reimbursement of Advances
(with interest at the Advance Rate) made pursuant to the preceding sentence in
the manner set forth in Section 3.06.

            (h) The Master Servicer shall report to the IRS and to the related
Mortgagor, in the manner required by applicable law, the information required to
be reported regarding any Mortgaged Property which is abandoned or foreclosed.
The Special Servicer shall promptly provide information necessary to file such
report. The Master Servicer shall deliver a copy of any such report to the
Trustee. With respect to this Section 3.10(h), the Master Servicer may
conclusively rely upon the information provided to it by the Special Servicer.

            (i) The costs of any Appraisal or annual letter update obtained
pursuant to this Section 3.10 shall be paid by the Master Servicer as an Advance
and shall be reimbursable from the Collection Account pursuant to Section 3.06.

            Section 3.11 Trustee to Cooperate; Release of Mortgage Files. Upon
the payment in full of any Mortgage Loan or the receipt by the Master Servicer
of a notification that payment in full has been escrowed in a manner customary
for such purposes, the Master Servicer shall immediately notify the Trustee or
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Collection Account
pursuant to Section 3.05 have been or will be so deposited) of a Servicing
Officer and shall request delivery to it of the Mortgage File. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Trust Fund or any Companion Holder.

            From time to time upon request of the Master Servicer or Special
Servicer and delivery to the Trustee and the Custodian of a Request for Release,
the Trustee shall promptly cause the Custodian to release the Mortgage File (or
any portion thereof) designated in such Request for Release to the Master
Servicer or Special Servicer, as applicable. Upon return of the foregoing to the
Custodian, or in the event of a liquidation or conversion of the Mortgage Loan
into an REO Property, receipt by the Trustee of a certificate of a Servicing
Officer 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 have been so deposited, or
that such Mortgage Loan has become an REO Property, the Custodian shall deliver
a copy of the Request for Release to the Master Servicer or Special Servicer, as
applicable.

            Upon written certification of a Servicing Officer, the Trustee shall
execute and deliver to the Special Servicer any court pleadings, requests for
trustee's sale or other documents prepared by the Special Servicer, its agents
or attorneys, necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against


                                     -101-
<PAGE>

any Mortgagor on the Mortgage Loan, or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Loan Documents or otherwise
available at law or in equity. Each such certification shall include a request
that such pleadings or documents be executed by the Trustee and a statement as
to the reason such documents or pleadings are required, and that the execution
and delivery thereof by the Trustee will not invalidate or otherwise affect the
lien of the Mortgage or other security agreement, except for the termination of
such a lien upon completion of the foreclosure or trustee's sale.

            Section 3.12 Servicing Fees and Special Servicing Compensation. (a)
As compensation for its activities hereunder, the Master Servicer shall be
entitled, with respect to each Mortgage Loan, Companion Loan and each Interest
Accrual Period, to the Servicing Fee, which shall be payable from amounts on
deposit in the Collection Account as set forth in Section 3.06(iv). The Master
Servicer's rights to the Servicing Fee may not be transferred in whole or in
part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement. In addition, the Master
Servicer shall be entitled to receive, as additional servicing compensation, (i)
100% of all application, modification, waiver and consent fees, in each case
with respect to all Mortgage Loans that are not Specially Serviced Mortgaged
Loans and for which the Special Servicer's consent or approval is not required,
(ii) 50% of all assumption, extension, modification, defeasance, waiver, consent
and earnout fees, in each case with respect to all Mortgage Loans which are not
Specially Serviced Mortgage Loans and for which the Special Servicer's consent
or approval is required, (iii) Penalty Charges paid by the Mortgagors with
respect to all Mortgage Loans other than Specially Serviced Mortgage Loans, but
only to the extent such Penalty Charges exceed all accrued and unpaid or
unreimbursed Advance Interest Amounts and any unreimbursed Additional Trust Fund
Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees)
incurred at any time with respect to the related Mortgage Loan, and (iv) the
aggregate Prepayment Interest Excess, but only to the extent such amount exceeds
Compensating Interest Payments, in each case to the extent received and not
required to be deposited or retained in the Collection Account pursuant to
Section 3.05; provided, however, that the Master Servicer shall not be entitled
to apply or retain any amounts as additional compensation, including any Penalty
Charges, with respect to a specific Mortgage Loan with respect to which a
default or event of default thereunder has occurred and is continuing unless and
until such default or event of default has been cured and all delinquent
amounts, Advance Interest Amounts and Additional Trust Fund Expenses (other than
Special Servicing Fees, Workout Fees and Liquidation Fees) due with respect to
such Mortgage Loan have been paid. The Master Servicer shall also be entitled
pursuant to, and to the extent provided in, Sections 3.06(iv), 3.06(d) and
3.07(b) to withdraw from the Collection Account and to receive from any
Mortgagor Accounts (to the extent not payable to the related Mortgagor under the
Mortgage Loan or applicable law) any interest or other income earned on deposits
therein.

            Except as otherwise provided herein, the Master Servicer shall pay
all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any sub-servicers retained by it. Except as
otherwise provided herein, the Trustee shall pay all expenses incurred by it,
the Certificate Registrar, the Paying Agent, the Custodian and the
Authenticating Agent in connection with their activities hereunder.


                                     -102-
<PAGE>

            (b) As compensation for its activities hereunder, the Special
Servicer shall be entitled with respect to each Specially Serviced Mortgage Loan
to the Special Servicing Fee, which shall be payable from amounts on deposit in
the Collection Account as set forth in Section 3.06(iv). The Special Servicer's
rights to the Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement. In addition, the Special
Servicer shall be entitled to receive, as additional servicing compensation, (i)
to the extent permitted by applicable law and the related Mortgage Loans, (A)
100% of all application, assumption, extension, modification and defeasance
fees, in each case, received with respect to the Specially Serviced Mortgage
Loans, and (B) 50% of all assumption, extension, modification, defeasance,
waiver, consent and earnout fees received with respect to all Mortgage Loans
which are not Specially Serviced Mortgage Loans and for which the Special
Servicer's consent or approval is required, (ii) Penalty Charges paid by the
Mortgagors with respect to all Specially Serviced Mortgage Loans, but only to
the extent such Penalty Charges exceed all accrued and unpaid or unreimbursed
Advance Interest Amounts and any unreimbursed Additional Trust Fund Expenses
(other than Special Servicing Fees, Workout Fees and Liquidation Fees) incurred
at any time with respect to the related Specially Serviced Mortgage Loan and
(iii) any interest or other income earned on deposits in the REO Accounts.

            Except as otherwise provided herein, the Special Servicer shall pay
all expenses incurred by it in connection with its servicing activities
hereunder.

            The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Workout Fee with respect to each Corrected
Mortgage Loan at the Workout Fee Rate on such Mortgage Loan for so long as it
remains a Corrected Mortgage Loan. The Workout Fee with respect to any Corrected
Mortgage Loan will cease to be payable if such loan again becomes a Specially
Serviced Mortgage Loan; provided that a new Workout Fee will become payable if
and when such Specially Serviced Mortgage Loan again becomes a Corrected
Mortgage Loan. If the Special Servicer is terminated (other than for cause) or
resigns, it shall retain the right to receive any and all Workout Fees payable
in respect of Mortgage Loans that became Corrected Mortgage Loans prior to the
time of that termination or resignation except the Workout Fees will no longer
be payable if the Mortgage Loan subsequently becomes a Specially Serviced Loan.
If the Special Servicer resigns or is terminated (other than for cause), it will
receive any Workout Fees payable on Specially Serviced Mortgage Loans for which
the resigning or terminated Special Servicer had cured the event of default
through a modification, restructuring or workout negotiated by the Special
Servicer and evidenced by a signed writing with respect to which one (1)
scheduled payment has been made, but which had not as of the time the Special
Servicer resigned or was terminated become a Corrected Mortgage Loan solely
because the Mortgagor had not had sufficient time to make three consecutive
timely Monthly Payments and which subsequently becomes a Corrected Mortgage Loan
as a result of the Mortgagor making such three consecutive timely Monthly
Payments. The successor special servicer will not be entitled to any portion of
such Workout Fees. The Special Servicer shall also be entitled to additional
servicing compensation in the form of a Liquidation Fee payable out of the
Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the
Collection Account. However, no Liquidation Fee will be payable in connection
with, or out of, Liquidation Proceeds resulting from the purchase of any
Specially Serviced Mortgage Loan or REO Property (i) by any Mortgage Loan Seller
(unless the applicable Mortgage Loan Seller does


                                     -103-
<PAGE>

not repurchase such Mortgage Loan until after more than 180 days following its
receipt of notice of a Material Breach), (ii) by the Master Servicer, the
Special Servicer or the Certificateholders pursuant to Section 2.03 or Section
9.01, (iii) by the holder of any Companion Loan or mezzanine loan pursuant to
the related intercreditor agreement or (iv) pursuant to the exercise of an
Option. Notwithstanding anything herein to the contrary, the Special Servicer
shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not
both, with respect to proceeds on any Mortgage Loan.

            (c) The Master Servicer, Special Servicer and Trustee shall be
entitled to reimbursement from the Trust Fund for the costs and expenses
incurred by them in the performance of their duties under this Agreement which
are "unanticipated expenses incurred by the REMIC" within the meaning of
Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall include,
by way of example and not by way of limitation, environmental assessments,
Appraisals in connection with foreclosure, the fees and expenses of any
administrative or judicial proceeding and expenses expressly identified as
reimbursable in Section 3.06(vii).

            (d) No provision of this Agreement or of the Certificates shall
require the Master Servicer, the Special Servicer or the Trustee to expend or
risk their own funds or otherwise incur any financial liability in the
performance of any of their duties hereunder or thereunder, or in the exercise
of any of their rights or powers, if, in the good faith business judgment of the
Master Servicer, Special Servicer or Trustee, as the case may be, repayment of
such funds would not be ultimately recoverable from late payments, Net Insurance
Proceeds, Net Liquidation Proceeds and other collections on or in respect of the
Mortgage Loans, or from adequate indemnity from other assets comprising the
Trust Fund against such risk or liability.

            If the Master Servicer, the Special Servicer or the Trustee receives
a request or inquiry from a Mortgagor, any Certificateholder or any other Person
the response to which would, in the Master Servicer's, the Special Servicer's or
the Trustee's good faith business judgment require the assistance of Independent
legal counsel or other consultant to the Master Servicer, the Special Servicer
or the Trustee, the cost of which would not be an expense of the Trust Fund
hereunder, then the Master Servicer, the Special Servicer or the Trustee, as the
case may be, shall not be required to take any action in response to such
request or inquiry unless the Mortgagor or such Certificateholder or such other
Person, as applicable, makes arrangements for the payment of the Master
Servicer's, the Special Servicer's or Trustee's expenses associated with such
counsel (including, without limitation, posting an advance payment for such
expenses) satisfactory to the Master Servicer, the Special Servicer or the
Trustee, as the case may be, in its sole discretion. Unless such arrangements
have been made, the Master Servicer, the Special Servicer or the Trustee, as the
case may be, shall have no liability to any Person for the failure to respond to
such request or inquiry.

            (e) On each Master Servicer Remittance Date, the Master Servicer
shall pay from the related Servicing Fee, each Broker Strip Amount by wire
transfer in immediately available funds to an account designated by the Strip
Holder.

            Section 3.13 Compensating Interest Payments. The Master Servicer
shall deliver to the Trustee for deposit in the Lower-Tier Distribution Account
on each Master Servicer


                                     -104-
<PAGE>

Remittance Date, without any right of reimbursement therefor, an amount equal to
the lesser of (i) the aggregate of all Prepayment Interest Shortfalls incurred
in connection with Principal Prepayments received in respect of the Mortgage
Loans during the most recently ended Collection Period to the extent such
Prepayment Interest Shortfalls were not the result of the Master Servicer's
failure to enforce the related Loan Documents, and (ii) the sum of (A) the
aggregate Master Servicing Fees for the related Distribution Date with respect
to each Mortgage Loan and REO Mortgage Loan for which Servicing Fees are being
paid in such Collection Period (in each case up to a maximum rate of 0.02% per
annum) and (B) all Prepayment Interest Excesses; provided that the Master
Servicer shall pay the aggregate of all Prepayment Interest Shortfalls incurred
in connection with Principal Prepayments received in respect of the Mortgage
Loans during the most recently ended Collection Period to the extent such
Prepayment Interest Shortfalls were the result of the Master Servicer's failure
to enforce the related Loan Documents.

            Section 3.14 Annual Statement as to Compliance. Each of the Master
Servicer and the Special Servicer shall deliver to the Trustee, with a copy to
the Rating Agencies and the Depositor, on or before March 15th of each year,
beginning in _____ 20__, an Officer's Certificate stating, as to the signer
thereof, that (i) a review of the activities of the Master Servicer or the
Special Servicer, as the case may be, during the preceding calendar year and of
its performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Master Servicer or the Special Servicer, as the case may be, has fulfilled
in all material respects its obligations under this Agreement throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer, and the nature and status
thereof, (iii) to the best of such officer's knowledge, each sub-servicer has
fulfilled its obligations under its sub-servicing agreement in all material
respects, or, if there has been a material default in the fulfillment of such
obligations, specifying each such default known to such officer and the nature
and status thereof, (iv) it has maintained an effective internal control system
over the servicing of mortgage loans including the Mortgage Loans, and (v) the
Master Servicer or the Special Servicer, as the case may be, has received no
notice regarding qualification, or challenging the status, of the Trust Fund as
two separate REMICs from the Internal Revenue Service or any other governmental
agency or body or, if it has received any such notice, specifying the details
thereof. A copy of such Officer's Certificate may be obtained by
Certificateholders or Companion Holders upon written request to the Trustee.

            Section 3.15 Annual Independent Public Accountants' Servicing
Report. On or before March 15th of each year, beginning in _____ 20__, the
Master Servicer and the Special Servicer (each, a "reporting person") at its own
expense shall cause a firm of nationally recognized Independent public
accountants (who may also render other services to the reporting person) which
is a member of the American Institute of Certified Public Accountants to furnish
a statement (an "Accountant's Statement") to the Trustee, to the effect that (i)
the assertion that the Master Servicer or Special Servicer has complied with
certain minimum mortgage loan servicing standards (to the extent applicable to
commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American


                                     -105-
<PAGE>

Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate.

            Section 3.16 Access to Certain Documentation. The Master Servicer
and Special Servicer shall provide to any Certificateholders and each Companion
Holder that are federally insured financial institutions, the Federal Reserve
Board, the FDIC and the OTS and the supervisory agents and examiners of such
boards and such corporations, and any other governmental or regulatory body to
the jurisdiction of which any Certificateholder is subject, access to the
documentation regarding the Mortgage Loans required by applicable regulations of
the Federal Reserve Board, FDIC, OTS or any such governmental or regulatory
body, such access being afforded without charge but only upon reasonable request
and during normal business hours at the offices of the Master Servicer or
Special Servicer. Nothing in this Section 3.16 shall detract from the obligation
of the Master Servicer and Special Servicer to observe any applicable law
prohibiting disclosure of information with respect to the Mortgagors, and the
failure of the Master Servicer and Special Servicer to provide access as
provided in this Section 3.16 as a result of such obligation shall not
constitute a breach of this Section 3.16.

            Section 3.17 Title and Management of REO Properties. (a) In the
event that title to any Mortgaged Property is acquired for the benefit of
Certificateholders and the related Companion Holder (either by the Trust Fund or
by a single member limited liability company established for that purpose) in
foreclosure, by deed in lieu of foreclosure or upon abandonment or reclamation
from bankruptcy, the deed or certificate of sale shall be taken in the name of
the Trustee, or its nominee (which shall not include the Master Servicer), or a
separate trustee or co-trustee, on behalf of the Trust Fund and the related
Companion Holder The Special Servicer, on behalf of the Trust Fund, shall sell
any REO Property prior to the close of the third calendar year following the
year in which the Lower-Tier REMIC acquires ownership of such REO Property,
within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes
of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) is
granted an extension of time (an "REO Extension") by the Internal Revenue
Service to sell such REO Property or (ii) obtains for the Trustee and the Master
Servicer an Opinion of Counsel, addressed to the Trustee and the Master
Servicer, to the effect that the holding by the Lower-Tier REMIC of such REO
Property subsequent to the close of the third calendar year following the year
in which such acquisition occurred will not result in the imposition of taxes on
"prohibited transactions" (as defined in Section 860F of the Code) of the
Lower-Tier REMIC or the Upper-Tier REMIC, or cause, the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interests or Certificates are outstanding. If the
Special Servicer is granted the REO Extension contemplated by clause (i) of the
immediately preceding sentence or obtains the Opinion of Counsel contemplated by
clause (ii) of the immediately preceding sentence, the Special Servicer shall
sell such REO Property within such longer period as is permitted by such REO
Extension or such Opinion of Counsel, as the case may be. Any expense incurred
by the Special Servicer in connection with its being granted the REO Extension
contemplated by clause (i) of the second preceding sentence or its obtaining the
Opinion of Counsel contemplated by clause (ii) of the second preceding sentence,
shall be an expense of the Trust Fund payable out of the Collection Account
pursuant to Section 3.06(a). The Special Servicer, on behalf of the Trust Fund,
shall dispose of any REO Property held by the Trust Fund (i) prior to the last
day of such period (taking into account extensions) by which such REO Property
is required to be disposed of pursuant to the provisions of the immediately
preceding


                                     -106-
<PAGE>

sentence in a manner provided under Section 3.18 hereof and (ii) on the same
terms and conditions as if it were the owner of such REO Property. The Special
Servicer shall manage, conserve, protect and operate each REO Property for the
Certificateholders and the related Companion Holder solely for the purpose of
its prompt disposition and sale in a manner which does not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by the Trust Fund of any
"income from non-permitted assets" within the meaning of Section 860F(a)(2)(B)
of the Code or (i) endanger the status of the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or (ii) result in the imposition of a tax upon the Lower-Tier
REMIC or the Upper-Tier REMIC or the Trust Fund.

            (b) The Special Servicer shall have full power and authority,
subject only to the specific requirements and prohibitions of this Agreement, to
do any and all things in connection with any REO Property as are consistent with
the Servicing Standards and the terms of this Agreement, all on such terms and
for such period as the Special Servicer deems to be in the best interests of
Certificateholders and the related Companion Holder, and, in connection
therewith, the Special Servicer shall only agree to the payment of management
fees that are consistent with general market standards or to terms that are more
favorable. Consistent with the foregoing, the Special Servicer shall cause or
permit to be earned with respect to such REO Property any "net income from
foreclosure property," within the meaning of Section 860G(c) of the Code, which
is subject to tax under the REMIC Provisions only if it has determined, and has
so advised the Trustee in writing, that the earning of such income on a net
after-tax basis could reasonably be expected to result in a greater recovery on
behalf of Certificateholders and the related Companion Holder than an
alternative method of operation or rental of such REO Property that would not be
subject to such a tax. The Special Servicer shall segregate and hold all
revenues received by it with respect to any REO Property separate and apart from
its own funds and general assets and shall establish and maintain with respect
to any REO Property a segregated custodial account (each, an "REO Account"),
each of which shall be an Eligible Account and shall be entitled
"__________________, as Special Servicer, in trust for ________________________,
as Trustee, in trust for Holders of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 20__-__ and the related
Companion Holder, REO Account." The Special Servicer shall be entitled to
withdraw for its account any interest or investment income earned on funds
deposited in an REO Account to the extent provided in Section 3.07(b). The
Special Servicer shall deposit or cause to be deposited in the REO Account
within one Business Day after receipt all revenues received by it with respect
to any REO Property (other than Liquidation Proceeds, which shall be remitted
pursuant to Section 3.18(e) to the Collection Account), and shall withdraw
therefrom funds necessary for the proper operation, management and maintenance
of such REO Property and for other Property Protection Expenses with respect to
such REO Property, including:

            (i) all insurance premiums due and payable in respect of any REO
      Property;

            (ii) all real estate taxes and assessments in respect of any REO
      Property that may result in the imposition of a lien thereon;

            (iii) all costs and expenses reasonable and necessary to protect,
      maintain, manage, operate, repair and restore any REO Property; and


                                     -107-
<PAGE>

            (iv) any taxes imposed on the Upper-Tier REMIC or Lower-Tier REMIC
      in respect of net income from foreclosure property in accordance with
      Section 4.05.

            To the extent that such REO Proceeds are insufficient for the
purposes set forth in clauses (i) through (iii) above and the Special Servicer
has provided written notice of such shortfall to the Master Servicer at least
five Business Days prior to the date that such amounts are due, the Master
Servicer shall advance the amount of such shortfall unless the Master Servicer
determines, in its good faith judgment, that such Advance would be a
Nonrecoverable Advance. If the Master Servicer does not make any such Advance in
violation of the immediately preceding sentence, the Trustee shall make such
Advance unless the Trustee determines that such Advance would be a
Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively, on
any determination by the Master Servicer that an Advance, if made, would be a
Nonrecoverable Advance. The Trustee, in determining whether or not a proposed
Advance would be a Nonrecoverable Advance, shall be subject to the standards
applicable to the Master Servicer hereunder. The Master Servicer or the Trustee,
as applicable, shall be entitled to reimbursement of such Advances (with
interest at the Advance Rate) made pursuant to the preceding sentence, to the
extent set forth in Section 3.06. The Special Servicer shall withdraw from each
REO Account and remit to the Master Servicer for deposit into the Collection
Account on a monthly basis prior to the related Master Servicer Remittance Date
the Net REO Proceeds received or collected from each REO Property, except that
in determining the amount of such Net REO Proceeds, the Special Servicer may
retain in each REO Account reasonable reserves for repairs, replacements and
necessary capital improvements and other related expenses. Notwithstanding the
foregoing, the Special Servicer shall not:

                  (i) permit the Trust Fund to enter into, renew or extend any
            New Lease, if the New Lease by its terms will give rise to any
            income that does not constitute Rents from Real Property;

                  (ii) permit any amount to be received or accrued under any New
            Lease, other than amounts that will constitute Rents from Real
            Property;

                  (iii) authorize or permit any construction on any REO
            Property, other than the repair or maintenance thereof or the
            completion of a building or other improvement thereon, and then only
            if more than ten percent of the construction of such building or
            other improvement was completed before default on the related
            Mortgage Loan became imminent, all within the meaning of Section
            856(e)(4)(B) of the Code; or

                  (iv) Directly Operate or allow any Person to Directly Operate
            any REO Property on any date more than 90 days after its date of
            acquisition by the Trust Fund, unless such Person is an Independent
            Contractor;

unless, in any such case, the Special Servicer has requested and received an
Opinion of Counsel addressed to the Special Servicer and the Trustee (which
opinion shall be an expense of the Trust Fund) to the effect that such action
will not cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (determined without regard
to the exception applicable for purposes of Section 860D(a) of the Code) at any


                                     -108-
<PAGE>

time that it is held by the Trust Fund, in which case the Special Servicer may
take such actions as are specified in such Opinion of Counsel.

            The Special Servicer shall be required to contract with an
Independent Contractor, the fees and expenses of which shall be an expense of
the Trust Fund and payable out of REO Proceeds, for the operation and management
of any REO Property, within 90 days of the Trust Fund's acquisition thereof
(unless the Special Servicer shall have provided the Trustee with an Opinion of
Counsel that the operation and management of any REO Property other than through
an Independent Contractor shall not cause such REO Property to fail to qualify
as "foreclosure property" within the meaning of Code Section 860G(a)(8)) (which
opinion shall be an expense of the Trust Fund), provided that:

                  (i) the terms and conditions of any such contract shall be
            reasonable and customary for the area and type of property and shall
            not be inconsistent herewith;

                  (ii) any such contract shall require, or shall be administered
            to require, that the Independent Contractor pay all costs and
            expenses incurred in connection with the operation and management of
            such REO Property, including those listed above, and remit all
            related revenues (net of such costs and expenses) to the Special
            Servicer as soon as practicable, but in no event later than thirty
            days following the receipt thereof by such Independent Contractor;

                  (iii) none of the provisions of this Section 3.17(b) relating
            to any such contract or to actions taken through any such
            Independent Contractor shall be deemed to relieve the Special
            Servicer of any of its duties and obligations to the Trust Fund or
            the Trustee on behalf of the Certificateholders with respect to the
            operation and management of any such REO Property; and

                  (iv) the Special Servicer shall be obligated with respect
            thereto to the same extent as if it alone were performing all duties
            and obligations in connection with the operation and management of
            such REO Property.

            The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

            (c) When and as necessary, the Special Servicer shall send to the
Trustee a statement prepared by the Special Servicer setting forth the amount of
net income or net loss, as determined for federal income tax purposes, resulting
from the operation and management of a trade or business on, the furnishing or
rendering of a non-customary service to the tenants of, or the receipt of any
other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.17(a) and 3.17(b).

            Section 3.18 Sale of Defaulted Mortgage Loans and REO Properties.
(a) The parties hereto may sell or purchase, or permit the sale or purchase of,
a Mortgage Loan only on


                                     -109-
<PAGE>

the terms and subject to the conditions set forth in this Section 3.18 or as
otherwise expressly provided in or contemplated by Sections 2.03 and 9.01.

            (b) In the event that any Mortgage Loan becomes 60 days delinquent
as to any Monthly Payment (or if such Mortgage Loan is a Balloon Mortgage Loan
and is delinquent as to its Balloon Payment, only if such Mortgage Loan is also
a Specially Serviced Mortgage Loan), the Special Servicer shall promptly so
notify (an "Option Notice"), in writing, the Master Servicer and the Trustee,
and the Trustee shall promptly notify, in writing, the Holders of the
Controlling Class. The majority Certificateholder of the Controlling Class (in
such capacity, together with any assignee, the "Option Holder") shall have the
right, at its option (the "Option"), to purchase such Mortgage Loan from the
Trust Fund at a price equal to the Option Purchase Price (as defined in clause
(c) below) upon receipt of such Option Notice. The Option is exercisable from
that date until terminated pursuant to clause (f) below, and during that period
the Option shall be exercisable in any month only during the period from the
10th calendar day of such month through the 25th calendar day, inclusive, of
such month. The Trustee on behalf of the Trust Fund shall be obligated to sell
the Mortgage Loan upon the exercise of the Option (whether exercised by the
original Holder thereof or by an assignee of such Holder), but shall have no
authority to sell the Mortgage Loan other than in connection with the exercise
of an Option (or as otherwise expressly provided in or contemplated by Section
2.03(a) or Section 9.01 or any intercreditor agreement). Any Option Holder that
exercises the Option shall be required to purchase the Mortgage Loan within four
Business Days of such exercise. If any Option Holder assigns the Option to a
third party pursuant to clause (d) below, then it shall so notify the Trustee in
writing (and shall include in such notice the relevant contact information for
such third party), and the Trustee shall promptly notify the next party eligible
to hold the Option set forth above of its rights hereunder. The Option Holder
may at any time notify the Trustee in writing of such party's desire to exercise
the Option. If the Option Holder neither (i) exercises the Option nor (ii)
surrenders its right to exercise the Option within thirty (30) days of its
receipt of that notice, then the Option Holder's right to exercise the Option
shall lapse.

            (c) The "Option Purchase Price" shall be an amount equal to the fair
value of the Mortgage Loan, as determined by the Special Servicer in accordance
with the Servicing Standard. Prior to the Special Servicer's determination of
fair value referred to above, the fair value of the Mortgage Loan shall be
deemed to be an amount equal to the Purchase Price, including any Yield
Maintenance Charge then payable upon the prepayment of the Mortgage Loan. The
Special Servicer shall determine the fair value of the Mortgage Loan as soon as
reasonably practical upon the Mortgage Loan becoming 60 days delinquent or
delinquent in respect of its Balloon Payment (but in any event, not earlier than
75 days after the receipt by the Special Servicer of the Mortgage File and
Servicing File relating to such Mortgage Loan or 15 days prior to receipt of an
Appraisal or updated Appraisal), and the Special Servicer shall promptly notify
the Option Holder (and the Trustee and each of the other parties set forth above
that could become the Option Holder) of the Option Purchase Price. The Special
Servicer is required to recalculate the fair value of the Mortgage Loan based
upon a material change in circumstances or the receipt of new information that
has a material effect on value, provided that the Special Servicer shall be
required to recalculate the fair value of the Mortgage Loan if the time between
the date of last determination of the fair value of the Mortgage Loan and the
date of the exercise of the Option has exceeded 60 days. Upon any recalculation,
the Special Servicer shall be required to promptly notify in writing each Option
Holder (and the Trustee and each of


                                     -110-
<PAGE>

the other parties set forth above that could become the Option Holder) of the
revised Option Purchase Price. Any such recalculation of the fair value of the
Mortgage Loan shall be deemed to renew the Option in its original priority at
the recalculated price with respect to any party as to which the Option had
previously expired or been waived, unless the Option has previously been
exercised by an Option Holder at a higher Option Purchase Price. In determining
fair value, the Special Servicer shall take into account, among other factors,
the results of any Appraisal or updated Appraisal that it, or the Master
Servicer, may have obtained in accordance with this Agreement within the prior
twelve months; any views on fair value expressed by investors in mortgage loans
comparable to the Mortgage Loan (provided that the Special Servicer shall not be
required to solicit such views); the period and amount of any delinquency on the
Mortgage Loan; whether the Mortgage Loan, in the Special Servicer's actual
knowledge and reasonable and good faith judgment, is in default to avoid a
prepayment restriction; the physical condition of the related Mortgaged
Property; the state of the local economy; the expected recoveries from the
Mortgage Loan if the Special Servicer were to pursue a workout or foreclosure
strategy instead of the Option being exercised; and the Trust Fund's obligation
to dispose of any foreclosed Mortgaged Property as soon as practicable
consistent with the objective of maximizing proceeds for all Certificateholders
and any related Companion Holder, as a collective whole.

            (d) Any Option relating to a Mortgage Loan shall be assignable to a
third party by the Option Holder at its discretion at any time after its receipt
of the Option Notice, and upon such assignment such third party shall have all
of the rights granted to the Option Holder hereunder in respect of the Option.
Such assignment shall only be effective upon notice (together with a copy of the
executed assignment and assumption agreement) being delivered to the Trustee,
the Master Servicer and the Special Servicer, and none of such parties shall be
obligated to recognize any entity as an Option Holder absent such notice.

            (e) If the majority Certificateholder of the Controlling Class or,
pursuant to an assignment of any Option, a Mortgage Loan Seller, the Special
Servicer or an Affiliate of any of them elects to exercise the Option, the
Trustee shall be required to determine whether the Option Purchase Price
constitutes a fair price for the Mortgage Loan. Upon request of the Special
Servicer to make such a determination, the Trustee will do so within a
reasonable period of time. In doing so, the Trustee may rely on a current
Appraisal or the opinion of another Independent expert in real estate matters
with at least 5 years experience in valuing loans similar to such Mortgage Loan
that has been selected by the Trustee with reasonable care, retained by the
Trustee at the expense of the party exercising the Option. If the Trustee were
to conclude that the Option Purchase Price does not constitute a fair price,
then the Special Servicer shall determine the fair value taking into account the
objections of the Trustee hereunder.

            (f) The Option shall terminate, and shall not be exercisable as set
forth in clause (b) above (or if exercised, but the purchase of the Mortgage
Loan has not yet occurred, shall terminate and be of no further force or effect)
if the Mortgage Loan is no longer delinquent as set forth above because (i) the
Mortgage Loan ceases to be a Specially Serviced Mortgage Loan, (ii) the Mortgage
Loan has been subject to a workout arrangement, (iii) the Mortgage Loan has been
foreclosed upon, or otherwise resolved (including by a full or discounted
pay-off), (iv) the Mortgage Loan has been purchased by the applicable Mortgage
Loan Seller pursuant to Section 2.03 or by the Depositor or the Master Servicer
or otherwise pursuant to Section 9.01 or


                                     -111-
<PAGE>

(v) the Mortgage Loan has been purchased by the holder of the related Companion
Loan or a related mezzanine loan.

            (g) Subject to the rights of a holder of a Companion Loan and a
holder of a mezzanine loan, under the respective intercreditor agreement to
purchase a Mortgage Loan, unless and until an Option Holder exercises an Option,
the Special Servicer shall continue to service and administer the Mortgage Loan
in accordance with the Servicing Standards and this Agreement and shall pursue
such other resolutions or recovery strategies including workout or foreclosure,
as is consistent with this Agreement and the Servicing Standard.

            (h) Subject to subsections (a) through (g) above, the Special
Servicer shall act on behalf of the Trust Fund in negotiating and taking any
other action necessary or appropriate in connection with the sale of any
Mortgage Loan pursuant to this Section 3.18, and the collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer
may charge prospective offerors, and may retain, fees that approximate the
Special Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such
amounts into the Collection Account. Any sale of a Mortgage Loan shall be final
and without recourse to the Trustee or the Trust Fund (except such recourse to
the Trust Fund imposed by those representations and warranties typically given
in such transactions, any prorations applied thereto and any customary closing
matters), and if such sale is consummated in accordance with the terms of this
Agreement, none of the Special Servicer, the Master Servicer, the Depositor or
the Trustee shall have any liability to any Certificateholder with respect to
the purchase price therefor accepted by the Special Servicer or the Trustee.

            (i) Any sale of a Mortgage Loan pursuant to this Section 3.18 shall
be for cash only (unless, as evidenced by an Opinion of Counsel, a sale for
other consideration will not (i) adversely affect the status of the Upper-Tier
REMIC or the Lower-Tier REMIC as a REMIC or (ii) result in the imposition of a
tax upon the Upper-Tier REMIC or the Lower-Tier REMIC). The Option Purchase
Price for any Mortgage Loan purchased under this Section 3.18 shall be deposited
into the Collection Account, and the Trustee, upon receipt of an Officer's
Certificate from the Master Servicer to the effect that such deposit has been
made, shall release or cause to be released to the purchaser of the Mortgage
Loan the related Mortgage File, and shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as shall be necessary
to vest in such purchaser ownership of such Mortgage Loan (subject, in the case
of an Additional Servicing Fee Mortgage Loan, to the rights of the applicable
Designated Sub-Servicer to sub-service such Mortgage Loan and the rights of the
applicable Designated Sub-Servicer, _____________ and the Master Servicer, as
applicable, to receive or retain their applicable portion of the Additional
Servicing Fee, in each case, pursuant to the related Designated Sub-Servicer
Agreement). In connection with any such purchase, the Special Servicer and the
Master Servicer shall deliver the related Servicing File (to the extent either
has possession of such file) to such purchaser.

            (j) The parties hereto may sell or purchase, or permit the sale or
purchase of, an REO Property only on the terms and subject to the conditions set
forth in this Section 3.18.


                                     -112-
<PAGE>

            (k) The Special Servicer shall use reasonable efforts to solicit
offers for each REO Property on behalf of the Certificateholders and the related
Companion Holder in such manner as will be reasonably likely to realize a fair
price within the time period specified by Section 3.17. The Special Servicer
shall accept the first (and, if multiple bids are contemporaneously received,
highest) cash bid received from any Person that constitutes a fair price for
such REO Property. If the Special Servicer determines, in its good faith and
reasonable judgment, that it will be unable to realize a fair price for any REO
Property within the time constraints imposed by Section 3.17, then the Special
Servicer shall dispose of such REO Property upon such terms and conditions as
the Special Servicer shall deem necessary and desirable to maximize the recovery
thereon under the circumstances and, in connection therewith, shall accept the
highest outstanding cash bid, regardless from whom received. The Liquidation
Proceeds (net of related Liquidation Expenses) for any REO Property purchased
hereunder shall be deposited in the Collection Account.

            (l) The Special Servicer shall give the Trustee, the Master Servicer
and the Companion Holder not less than three Business Days' prior written notice
of its intention to sell any REO Property. No Interested Person shall be
obligated to submit a bid to purchase any REO Property, and notwithstanding
anything to the contrary contained herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any REO
Property pursuant hereto.

            (m) Whether any cash bid constitutes a fair price for any REO
Property for purposes of Section 3.18(k) shall be determined by the Special
Servicer, if the highest bidder is a Person other than an Interested Person, and
by the Trustee, if the highest bidder is an Interested Person; provided,
however, that no bid from an Interested Person shall constitute a fair price
unless (i) it is the highest bid received and (ii) at least two other bids are
received from independent third parties. In determining whether any offer
received from an Interested Person represents a fair price for any such REO
Property, the Trustee shall be supplied with and shall rely on the most recent
Appraisal or updated Appraisal conducted in accordance with this Agreement
within the preceding 12 month period or, in the absence of any such Appraisal,
on a current Appraisal prepared by an Independent MAI appraiser retained by the
Special Servicer. Such appraiser shall be selected by the Special Servicer if
the Special Servicer or an Affiliate is not making an offer with respect to an
REO Property and shall be selected by the Master Servicer if the Special
Servicer is making such an offer or by the Trustee if the Person making such
offer is an Affiliate of both the Master Servicer and the Special Servicer. The
cost of any such narrative appraisal shall be covered by, and shall be
reimbursable as, a Property Advance. In determining whether any such offer from
a Person other than an Interested Person constitutes a fair price for any such
REO Property, the Special Servicer shall take into account (in addition to the
results of any Appraisal, updated Appraisal or narrative appraisal that it may
have obtained pursuant to this Agreement within the prior 12 months), and in
determining whether any offer from an Interested Person constitutes a fair price
for any such REO Property, any appraiser shall be instructed to take into
account, as applicable, among other factors, the period and amount of any
delinquency on the affected Mortgage Loan, the occupancy level and physical
condition of the REO Property, the state of the local economy and the obligation
to dispose of any REO Property within the time period specified in Section 3.17.
The Purchase Price for any REO Property shall in all cases be deemed a fair
price.


                                     -113-
<PAGE>

            (n) Subject to subsections (j) through (m) above, the Special
Servicer shall act on behalf of the Trust Fund and the related Companion Holder
in negotiating and taking any other action necessary or appropriate in
connection with the sale of any REO Property, and the collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer
may charge prospective offerors, and may retain, fees that approximate the
Special Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such
amounts into the Collection Account. Any sale of any REO Property shall be final
and without recourse to the Trustee or the Trust Fund or the related Companion
Holder (except such recourse to the Trust Fund and the related Companion Holder
imposed by those representations and warranties typically given in such
transactions, any prorations applied thereto and any customary closing matters),
and if such sale is consummated in accordance with the terms of this Agreement,
none of the Special Servicer, the Master Servicer, the Depositor or the Trustee
shall have any liability to any Certificateholder with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.

            (o) Notwithstanding any of the foregoing paragraphs of this Section
3.18, the Special Servicer shall not be obligated to accept the highest cash
offer if the Special Servicer determines, in its reasonable and good faith
judgment, that rejection of such offer would be in the best interests of the
Certificateholders and the related Companion Holder, as a collective whole, and
the Special Servicer may accept a lower cash offer (from any Person other than
itself or an Affiliate) if it determines, in its reasonable and good faith
judgment, that acceptance of such offer would be in the best interests of the
Certificateholders and the related Companion Holder, as a collective whole, (for
example, if the prospective buyer making the lower offer is more likely to
perform its obligations or the terms offered by the prospective buyer making the
lower offer are more favorable).

            Section 3.19 Additional Obligations of the Master Servicer;
Inspections .The Master Servicer (or, with respect to Specially Serviced
Mortgage Loans and REO Properties, the Special Servicer) shall inspect or cause
to be inspected each Mortgaged Property at such times and in such manner as are
consistent with the Servicing Standard, but in any event shall inspect each
Mortgaged Property with an Allocated Loan Amount of (a) $[2,000,000] or more at
least once every 12 months and (b) less than $[2,000,000] at least once every 24
months, in each case commencing in 20__ with respect to Mortgaged Properties not
inspected within 12 months of the Closing Date and 20__ with respect to all
other Mortgaged Properties (or at such lesser frequency as each Rating Agency
shall have confirmed in writing to the Master Servicer will not result in a
downgrade, qualification or withdrawal of the then current ratings assigned to
any Class of the Certificates). If any Mortgage Loan becomes a Specially
Serviced Mortgage Loan, the related Mortgaged Property shall be inspected by the
Special Servicer as soon as practicable and thereafter at least every 12 months
for so long as such condition exists. The cost of any annual inspection, or
bi-annual inspection, as the case may be, shall be borne by the Master Servicer
unless the related Mortgage Loan is a Specially Serviced Mortgage Loan. The cost
of any inspection of a Specially Serviced Mortgage Loan shall be treated as a
Property Advance and any out-of-pocket costs incurred with respect to such
inspection shall be borne by the Trust Fund.

            Section 3.20 Reports to the Securities and Exchange Commission;
Available Information (a) The Trustee, the Master Servicer and the Special
Servicer shall reasonably


                                     -114-
<PAGE>

cooperate with the Depositor in connection with the Trust's satisfying the
reporting requirements under the Exchange Act. The Trustee shall prepare on
behalf of the Trust any Forms 8-K and 10-K customary for similar securities as
required by the Exchange Act and the Rules and Regulations of the Commission
thereunder, and the Trustee shall sign and file (via the Commission's Electronic
Data Gathering and Retrieval System) such Forms on behalf of the Depositor. The
Depositor hereby grants to the Trustee a limited power of attorney to execute
and file each such documents on behalf of the Depositor. Such power of attorney
shall continue until the earlier of either (i) receipt by the Trustee from the
Depositor of written termination of such power of attorney and (ii) the
termination of the Trust. Notwithstanding the foregoing, in the event that the
Commission does not accept a Certification signed by the Depositor where the
related Form 10-K is signed by the Trustee on behalf of the Depositor, the
Trustee shall prepare such Form 10-K to be signed by the Depositor and the
Depositor shall sign such form.

            (b) Each Form 8-K shall be filed by the Trustee within 15 days after
each Distribution Date, including a copy of the Distribution Date Statement for
such Distribution Date as an exhibit thereto. Prior to _____ 30th of each year
(or such earlier date as may be required by the Exchange Act and the Rules and
Regulations of the Commission), the Trustee shall file a Form 10-K, in substance
as required by applicable law or applicable Commission staff's interpretations.
Such Form 10-K shall include as exhibits the Master Servicer's and the Special
Servicer's annual statement of compliance described under Section 3.14 and the
accountant's report described under Section 3.15, in each case to the extent
they have been timely delivered to the Trustee. If they are not so timely
delivered, the Trustee shall file an amended Form 10-K including such documents
as exhibits reasonably promptly after they are delivered to the Trustee. The
Trustee shall have no liability with respect to any failure to properly prepare
or file such periodic reports resulting from or relating to the Trustee's
inability or failure to obtain any information not resulting from its own
negligence, willful misconduct or bad faith. The Form 10-K shall also include a
certification in the form attached hereto as Exhibit N (the "Certification") or
such other form as may be required by the Rules and Regulations of the
Commission, which shall be signed by the senior officer of the Depositor in
charge of securitization.

            (c) In the event the Certification is to be signed by an officer of
the Depositor, the Trustee shall sign a certification (in the form attached
hereto as Exhibit P) for the benefit of the Depositor and its officers,
directors and Affiliates in respect of items 1 through 3 of the Certification
relating to distribution information (provided, however, that the Trustee shall
not undertake an analysis of the accountant's report attached as an exhibit to
the Form 10-K), and the Master Servicer and Special Servicer shall each sign a
certification (in the form attached hereto as Exhibit P) for the benefit of the
Depositor, the Trustee and their officers, directors and Affiliates in respect
of items 4 and 5 of the Certification. Each such certification shall be
delivered to the Depositor and the Trustee by _____ 15th of each year (or if not
a Business Day, the immediately preceding Business Day). The Certification
attached hereto as Exhibit N shall be delivered to the Trustee for filing by
_____ 20th of each year (or if not a Business Day, the immediately preceding
Business Day). In addition, (i) the Trustee shall indemnify and hold harmless
the Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 3.20(c) or
the Trustee's negligence, bad faith or willful


                                     -115-
<PAGE>

misconduct in connection therewith, and (ii) the Master Servicer and Special
Servicer shall each severally and not jointly indemnify and hold harmless the
Depositor, the Trustee and their respective officers, directors and Affiliates
from and against any losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of or based upon a breach of the Master Servicer's or
Special Servicer's obligations of the Master Servicer or the Special Servicer,
as the case may be, under this Section 3.20(c) or the negligence, bad faith or
willful misconduct of the Master Servicer or the Special Servicer, as the case
may be, in connection therewith. If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee
agrees that it shall contribute to the amount paid or payable to the Depositor
as a result of the losses, claims, damages or liabilities of the Depositor in
such proportion as is appropriate to reflect the relative fault of the Depositor
on the one hand and the Trustee on the other in connection with a breach of the
Trustee's obligations under this Section 3.20(c) or the Trustee's negligence,
bad faith or willful misconduct in connection therewith, (ii) the Master
Servicer agrees that it shall contribute to the amount paid or payable by the
Depositor as a result of the losses, claims, damages or liabilities of the
Depositor in such proportion as is appropriate to reflect the relative fault of
the Depositor on the one hand and the Master Servicer on the other in connection
with a breach of the Master Servicer's obligations under this Section 3.20(c) or
the Master Servicer's negligence, bad faith or willful misconduct in connection
therewith and (iii) the Special Servicer agrees that it shall contribute to the
amount paid or payable by the Depositor as a result of the losses, claims,
damages or liabilities of the Depositor in such proportion as is appropriate to
reflect the relative fault of the Depositor on the one hand and the Special
Servicer on the other in connection with a breach of the Master Servicer's
obligations under this Section 3.20(c) or the Special Servicer's negligence, bad
faith or willful misconduct in connection therewith.

            (d) Upon any filing with the Commission, the Trustee shall promptly
deliver to the Depositor, Master Servicer and Special Servicer a copy of any
such executed report, statement or information.

            (e) Prior to [January] 30th of the first year in which the Trustee
is able to do so under applicable law, the Trustee shall file a Form 15
Suspension Notification with respect to the Trust.

            Section 3.21 Lock-Box Accounts, Escrow Accounts. The Master Servicer
shall administer each Lock-Box Account and Escrow Account in accordance with the
related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer
any letters of credit pursuant to the related letter of credit agreement and the
Loan Documents.

            Section 3.22 Property Advances. (a) The Master Servicer (or, to the
extent provided in Section 3.22(b), the Trustee) shall make any Property
Advances as and to the extent otherwise required pursuant to the terms hereof.
The Special Servicer shall give the Master Servicer and the Trustee not less
than five Business Days' written (facsimile) notice before the date on which the
Master Servicer is requested to make any Property Advance with respect to a
given Mortgage Loan or REO Property. In addition, the Special Servicer shall
provide the Master Servicer and the Trustee with such information in its
possession as the Master Servicer or the Trustee, as applicable, may reasonably
request to enable the Master Servicer or the Trustee,


                                     -116-
<PAGE>

as applicable, to determine whether a requested Property Advance would
constitute a Nonrecoverable Advance.

            For purposes of distributions to Certificateholders and compensation
to the Master Servicer or Trustee, Property Advances shall not be considered to
increase the principal balance of any Mortgage Loan, notwithstanding that the
terms of such Mortgage Loan so provide.

            (b) The Master Servicer shall notify the Trustee in writing promptly
upon, and in any event within one Business Day after, becoming aware that it
will be unable to make any Property Advance required to be made pursuant to the
terms hereof, and in connection therewith, shall set forth in such notice the
amount of such Property Advance, the Person to whom it will be paid, and the
circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance, and, on
the date specified in such notice for the payment of such Property Advance, or,
if the date for payment has passed or if no such date is specified, then within
five Business Days following such notice, the Trustee, subject to the provisions
of Section 3.22(c), shall pay the amount of such Property Advance in accordance
with such information and instructions.

            (c) Neither the Master Servicer nor the Trustee shall be obligated
to make a Property Advance as to any Mortgage Loan or REO Property if the Master
Servicer or the Trustee, as applicable, determines that such Advance will be a
Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively, on
any determination by the Master Servicer that a Property Advance, if made, would
be a Nonrecoverable Advance. The Trustee, in determining whether or not a
Property Advance previously made is, or a proposed Property Advance, if made,
would be, a Nonrecoverable Advance shall be subject to the standards applicable
to the Master Servicer hereunder.

            (d) The Master Servicer and/or the Trustee, as applicable, shall be
entitled to the reimbursement of Property Advances made by any of them to the
extent permitted pursuant to Section 3.06(ii) of this Agreement, together with
any related Advance Interest Amount in respect of such Property Advances, and
the Master Servicer hereby covenants and agrees to promptly seek and effect the
reimbursement of such Property Advances from the related Mortgagors to the
extent permitted by applicable law and the related Loan Documents; provided
that, notwithstanding the foregoing, if a Master Servicer, the Special Servicer
or the Trustee believes that it is in the best interest of the Holders of the
Investment Grade Certificates, it may, at its sole option, reimburse itself or
request that it be reimbursed, as applicable, for Property Advances that are
Nonrecoverable Advances in installments over time and will continue to earn
Advance Interest until reimbursed.

            Section 3.23 Appointment of Special Servicer. (a) _______________ is
hereby appointed as the initial Special Servicer to service each of the Mortgage
Loans.

            (b) The Controlling Class Representative at any time shall be
entitled to remove the Special Servicer with or without cause and to appoint a
successor Special Servicer entitled to the same servicing compensation as its
predecessor, provided that each Rating Agency confirms to the Trustee in writing
that such appointment, in and of itself, would not have caused a downgrade,
qualification or withdrawal of the then current ratings assigned to any Class of


                                     -117-
<PAGE>

Certificates. If there is a Special Servicer Event of Default, the Special
Servicer shall be removed and replaced pursuant to Sections 7.01(c) and 7.02.
The Special Servicer may be removed by the Controlling Class Representative as
aforesaid provided that a successor Special Servicer is appointed, in respect of
the Mortgage Loans that the Special Servicer would no longer be servicing, as
provided in this Section 3.23. The Controlling Certificateholders shall assume
any costs relating to the removal without cause of the Special Servicer by the
Controlling Class Representative and to the subsequent appointment of a
successor Special Servicer.

            (c) The appointment of any such successor Special Servicer, shall
not relieve the Master Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special
Servicer specified in Section 3.23(a) above shall not be liable for any actions
or any inaction of such successor Special Servicer. Any termination fee payable
to the terminated Special Servicer (and it is acknowledged that there is no such
fee payable in the event of a termination of the Master Servicer as Special
Servicer following the occurrence of an event of default hereunder) shall be
paid by the Certificateholders so terminating the Special Servicer and shall not
in any event be an expense of the Trust Fund.

            (d) No termination of the Special Servicer and appointment of a
successor Special Servicer shall be effective until the successor Special
Servicer has assumed all of its responsibilities, duties and liabilities
hereunder pursuant to a writing satisfactory to the Trustee and each Rating
Agency, as evidenced in writing and the Trustee has received Rating Agency
Confirmation.

            (e) Any successor Special Servicer shall be deemed to make the
representations and warranties provided for in Section 2.05(a) mutatis mutandis
as of the date of its succession.

            Section 3.24 Transfer of Servicing Between Master Servicer and
Special Servicer; Record Keeping (a) Upon determining that any Mortgage Loan has
become a Specially Serviced Mortgage Loan, the Master Servicer shall promptly
give notice thereof to the Special Servicer, the Controlling Class
Representative, the related Companion Holder and the Trustee and shall use its
reasonable efforts to provide the Special Servicer with all information,
documents (but excluding the original documents constituting the Mortgage File)
and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to the Mortgage Loan and reasonably requested by
the Special Servicer to enable it to assume its duties hereunder with respect
thereto without acting through a sub-servicer. The Master Servicer shall use its
reasonable efforts to comply with the preceding sentence within five Business
Days of the date such Mortgage Loan became a Specially Serviced Mortgage Loan
and in any event shall continue to act as Master Servicer and administrator of
such Mortgage Loan until the Special Servicer has commenced the servicing of
such Mortgage Loan, which shall occur upon the receipt by the Special Servicer
of the information, documents and records referred to in the preceding sentence.
With respect to each Mortgage Loan that becomes a Specially Serviced Mortgage
Loan, the Master Servicer shall instruct the related Mortgagor to continue to
remit all payments in respect of such Mortgage Loan to the Master Servicer. If
_______ ceases to be the Master Servicer or if _______ ceases to be the Special
Servicer, the successor Master Servicer or Special Servicer, as applicable, may
agree that, notwithstanding the preceding sentence, with respect to each
Mortgage Loan that became a Specially Serviced Mortgage Loan, the Master


                                     -118-
<PAGE>

Servicer shall instruct the related Mortgagor to remit all payments in respect
of such Mortgage Loan to the Special Servicer, provided that the payee in
respect of such payments shall remain the Master Servicer. The Special Servicer
shall remit to the Master Servicer any such payments received by it pursuant to
the preceding sentence within one Business Day of receipt. The Master Servicer
shall forward any notices it would otherwise send to the Mortgagor of a
Specially Serviced Mortgage Loan to the Special Servicer who shall send such
notice to the related Mortgagor.

            Upon determining that no event has occurred and is continuing with
respect to a Mortgage Loan that causes such Mortgage Loan to be a Specially
Serviced Mortgage Loan, the Special Servicer shall immediately give notice
thereof to the Master Servicer and the related Companion Holder and, upon giving
such notice, such Mortgage Loan shall cease to be a Specially Serviced Mortgage
Loan in accordance with the first proviso of the definition of Specially
Serviced Mortgage Loans, the Special Servicer's obligation to service such
Mortgage Loan shall terminate and the obligations of the Master Servicer to
service and administer such Mortgage Loan as a Mortgage Loan that is not a
Specially Serviced Mortgage Loan shall resume. In addition, if the related
Mortgagor has been instructed, pursuant to the preceding paragraph, to make
payments to the Special Servicer, upon such determination, the Special Servicer
shall instruct the related Mortgagor to remit all payments in respect of such
Specially Serviced Mortgage Loan directly to the Master Servicer.

            (b) In servicing any Specially Serviced Mortgage Loan, the Special
Servicer shall provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (to the
extent such documents are in the possession of the Special Servicer) and copies
of any additional related Mortgage Loan information, including correspondence
with the related Mortgagor, and the Special Servicer shall promptly provide
copies of all of the foregoing to the Master Servicer as well as copies of any
analysis or internal review prepared by or for the benefit of the Special
Servicer.

            (c) [Reserved].

            (d) Notwithstanding the provisions of the preceding subsection (c),
the Master Servicer shall maintain ongoing payment records with respect to each
of the Specially Serviced Mortgage Loans and shall provide the Special Servicer
with any information reasonably required by the Special Servicer to perform its
duties under this Agreement. The Special Servicer shall provide the Master
Servicer with any information reasonably required by the Master Servicer to
perform its duties under this Agreement.

            Section 3.25 Interest Reserve Account. The Trustee shall establish
and maintain the Interest Reserve Account in the Trustee's name for the benefit
of the Certificateholders. The Interest Reserve Account shall be established and
maintained as an Eligible Account. On each Master Servicer Remittance Date
occurring in February and on any Master Servicer Remittance Date occurring in
January in a year which is not a leap year, the Master Servicer shall remit to
the Trustee for deposit into the Interest Reserve Account, in respect of all the
Mortgage Loans which accrue interest on the basis of a 360-day year and the
actual number of days in the related month, an amount equal to one day's
interest at the related Mortgage Rate on the Stated Principal Balance of each
such Mortgage Loan as of the Due Date in the month preceding the month in


                                     -119-
<PAGE>

which such Master Servicer Remittance Date occurs, to the extent a Monthly
Payment or P&I Advance is made in respect thereof (all amounts so deposited in
any consecutive January (if applicable) and February, "Withheld Amounts"). On or
prior to the Master Servicer Remittance Date in March of each calendar year, the
Trustee shall transfer to the Lower-Tier Distribution Account the aggregate of
all Withheld Amounts on deposit in the Interest Reserve Account.

            Section 3.26 Controlling Class Approvals.

            (a) The Controlling Class Representative shall be entitled to advise
the Special Servicer with respect to the following actions of the Special
Servicer, and notwithstanding anything herein to the contrary except as
necessary or advisable to avoid (i) endangering the status of the either the
Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) the imposition of a
tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC or the Trust Fund
(including but not limited to the tax on "prohibited transactions" as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code, but not including the tax on "net income from
foreclosure property") and except as set forth in, and in any event subject to,
Section 3.26(b), the Special Servicer will not be permitted to take any of the
following actions as to which the Controlling Class Representative has objected
in writing within five Business Days of being notified thereof and/or receipt of
all reasonably requested documents in the Special Servicer's possession
(provided that if such written objection has not been received by the Special
Servicer within such five Business Day period, then the Controlling Class
Representative's approval will be deemed to have been given):

            (i) any actual or proposed foreclosure upon or comparable conversion
      (which may include acquisitions of an REO Property) of the ownership of
      properties securing such of the Specially Serviced Mortgage Loans as come
      into and continue in default;

            (ii) any modification or waiver of any term of the related Loan
      Documents of a Mortgage Loan that relates to the Maturity Date, the
      Mortgage Rate, the Stated Principal Balance, amortization term or payment
      frequency thereof or any provision requiring the payment of a Prepayment
      Premium;

            (iii) any proposed or actual sale of an REO Property (other than in
      connection with the termination of the Trust Fund or pursuant to Section
      3.18);

            (iv) any determination to bring an REO Property into compliance with
      applicable environmental laws or to otherwise address Hazardous Materials
      located at an REO Property;

            (v) any acceptance of substitute or additional collateral for a
      Mortgage Loan unless required by the underlying Loan Documents;

            (vi) any waiver of a "due-on-sale" clause or "due-on-encumbrance"
      clause;

            (vii) any release of any performance or "earn-out" reserves, escrows
      or letters of credit;


                                     -120-
<PAGE>

            (viii) any management company changes with respect to a Mortgage
      Loan for which the Special Servicer is required to consent or approve;

            (ix) any determination pursuant to Section 3.08 that insurance is
      not available at commercially reasonable rates; and

            (x) any acceptance of an assumption agreement releasing a Mortgagor
      from liability under a Mortgage Loan.

            (b) Notwithstanding anything contained in this Agreement to the
contrary, no advice, direction or objection from or by the Controlling Class
Representative, as contemplated by this Agreement may (and the Special Servicer
and the Master Servicer shall ignore and act without regard to any such advice,
direction or objection that the Special Servicer or the Master Servicer, as
applicable, has determined, in its reasonable, good faith judgment, would) (A)
require or cause the Master Servicer or the Special Servicer, as applicable, to
violate the terms of any Mortgage Loan then serviced by it, applicable law or
any provision of this Agreement, including the Master Servicer's obligation or
the Special Servicer's obligation to act in accordance with the Servicing
Standards and to maintain the REMIC status of the Lower-Tier REMIC and the
Upper-Tier REMIC or (B) result in the imposition of a "prohibited transaction"
or "prohibited contribution" tax under the REMIC Provisions, or (C) expose the
Master Servicer, the Special Servicer, the Depositor, a Mortgage Loan Seller,
the Trust Fund, the Trustee or their officers, directors, employees or agents to
any claim, suit or liability, or (D) materially expand the scope of the Special
Servicer's or the Master Servicer's responsibilities under this Agreement.

            (c) Each of the Master Servicer and Special Servicer, as
appropriate, shall, without charge, make a knowledgeable Servicing Officer
available to answer questions from the Controlling Class Representative and any
related Companion Holder regarding, on no more often than a monthly basis,
during regular business hours at such time and for such duration as the Master
Servicer, the Special Servicer and the Controlling Class Representative and any
related Companion Holder shall reasonably agree, the performance of any Mortgage
Loan that is delinquent, Specially Serviced Mortgage Loans, Mortgage Loans on
the CMSA Servicer Watch List, or Mortgage Loans otherwise reasonably identified
as exhibiting deteriorating performance. The Controlling Class Representative
and any related Companion Holder agrees to identify for the Master Servicer and
the Special Servicer in advance (but at least two (2) Business Days prior to the
related monthly conference) the Mortgage Loans it intends to discuss. As a
condition to such disclosure, the Controlling Class Representative and any
related Companion Holder shall execute a confidentiality agreement substantially
in the form attached hereto as Exhibit O-2 and an Investor Certification.

            (d) Notwithstanding the foregoing, the rights of the Controlling
Class Representative set forth above shall be subject to the rights of the
holder of the related Companion Loan with respect to each of the _________ AB
Mortgage Loan, the _________ AB Mortgage Loan and the _________ AB Mortgage Loan
and may not be exercised unless the holder of the AB Mortgage Loan would be
entitled to do so under the related intercreditor agreement.


                                     -121-
<PAGE>

            Section 3.27 Modifications, Waivers and Amendments. (a) Subject to
Sections 3.26 and 3.30 and subsections (b) through (g) below, as applicable, the
Special Servicer may agree to any modification, waiver or amendment of any term
of any Mortgage Loan.

            (b) Subject to Sections 3.26 and 3.30, the Special Servicer shall
determine, in accordance with the Servicing Standard, that any modification,
waiver or amendment is appropriate and, except as provided in Section 3.09 and
Sections 3.27(n) and 3.27(o), only the Special Servicer may consent to
modifications, waivers or amendments of any term of any Mortgage Loan.

            (c) None of the Master Servicer, any subservicer or the Special
Servicer shall agree to any modification, waiver or amendment of any term of any
Mortgage Loan if such modification, waiver or amendment would:

            (i) affect the amount or timing of any related scheduled payments of
      principal, interest or other amount (including Yield Maintenance Charges)
      payable under the Mortgage Loan;

            (ii) affect the obligation of the related Mortgagor to pay a Yield
      Maintenance Charge or permit a Principal Prepayment during the applicable
      Lock-out Period;

            (iii) except as expressly provided by the related Mortgage, or in
      connection with a material adverse environmental condition at the related
      Mortgaged Property, result in a release of the lien of the related
      Mortgage on any material portion of such Mortgaged Property without a
      corresponding Principal Prepayment; or

            (iv) in the judgment of the Special Servicer, materially impair the
      security for the Mortgage Loan or reduce the likelihood of timely payment
      of amounts due thereon.

            (d) Notwithstanding anything set forth in Section 3.27(c), the
Special Servicer may, subject to Sections 3.26 and 3.30, consistent with the
Servicing Standard:

            (i) reduce the amounts owing under any Specially Serviced Mortgage
      Loan by forgiving principal, accrued interest and/or any Yield Maintenance
      Charge;

            (ii) reduce the amount or change the timing of the Monthly Payment
      on any Specially Serviced Mortgage Loan, including by way of a reduction
      in the related Mortgage Rate;

            (iii) forbear in the enforcement of any right granted under any Note
      or Mortgage relating to a Specially Serviced Mortgage Loan;

            (iv) extend the Maturity Date of any Specially Serviced Mortgage
      Loan;

            (v) permit the substitution of collateral for any Specially Serviced
      Mortgage Loan; and/or

            (vi) accept a Principal Prepayment during any Lock-out Period;


                                     -122-
<PAGE>

provided, however, that (x) the related Mortgagor is in default with respect to
the Specially Serviced Mortgage Loan or, in the judgment of the Special
Servicer, such default is reasonably foreseeable, (y) in the sole, good faith
judgment of the Special Servicer, such modification, waiver or amendment would
increase the recovery to Certificateholders and any related Companion Holder on
a net present value basis documented to the Trustee, by means of an Officer's
Certificate of the Special Servicer setting forth the procedures and
considerations of the Special Servicer forming the basis of the Special
Servicer's determination (including but not limited to information such as
related income and expense statements, rent rolls, occupancy status, property
inspections, and an Appraisal of the related Mortgaged Property, if otherwise
required pursuant to this Agreement or the Servicing Standard), and (z) with
respect to clause (v) above, the Special Servicer has received Rating Agency
Confirmation.

            (e) Notwithstanding anything set forth in this Agreement, in no
event shall the Special Servicer be permitted to:

            (i) extend the Maturity Date of a Mortgage Loan beyond a date that
      is two years prior to the Rated Final Distribution Date; or

            (ii) if the Mortgage Loan is secured by a ground lease, extend the
      Maturity Date of such Mortgage Loan beyond a date which is 20 years prior
      to the expiration of the term of such ground lease (or 10 years prior to
      the expiration of such ground lease with the consent of the Controlling
      Class Representative if the Special Servicer gives due consideration to
      the remaining term of the ground lease).

            Subject to the provisions of this Section 3.27(e), the Master
Servicer, with the consent of the Controlling Class Representative may extend
the term of a Mortgage Loan with an original term to maturity of 5 years or less
for up to [two (2) six (6)] month extensions provided, however, that (x) the
related Mortgagor is in default with respect to the Mortgage Loan or, in the
judgment of the Master Servicer, such default is reasonably foreseeable.

            (f) The Special Servicer shall provide copies of any modifications,
waivers, amendments or extensions to the Controlling Class Representative, the
Holder of any Private Certificate, the Rating Agencies and the related Companion
Holder. All modifications, waivers, amendments and other actions entered into or
taken in respect of the Mortgage Loans pursuant to this Section 3.27 shall be in
writing. The Master Servicer or the Special Servicer, as applicable, shall
notify the other servicer and the Trustee, in writing, of any modification,
waiver, amendment or other action entered into or taken in respect of any
Mortgage Loan pursuant to this Section 3.27, prior to the effective date thereof
and the date as of which the related modification, waiver or amendment is to
take effect, and shall deliver to the Trustee or the related Custodian for
deposit in the related Mortgage File (with a copy to the Master Servicer or
Special Servicer, as applicable) an original counterpart of the agreement
relating to such modification, waiver, amendment or other action, promptly (and
in any event within 10 Business Days) following the execution thereof. Copies of
each agreement whereby any such modification, waiver or amendment of any term of
any Mortgage Loan is effected shall be made available for review during normal
business hours at the offices of the Trustee. Following the execution of any
modification, waiver or amendment agreed to by the Special Servicer pursuant to
subsection (a), (e) or (f) above, as applicable, the Special Servicer shall
deliver to the Trustee (with a copy to the


                                     -123-
<PAGE>

Master Servicer) an Officer's Certificate setting forth in reasonable detail the
basis of the determination made by it pursuant to subsection (a), (e) or (f)
above.

            (g) Any payment of interest which is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit or
that such interest may actually be capitalized.

            (h) Promptly after any Mortgage Loan becomes a Specially Serviced
Mortgage Loan, the Special Servicer shall request from the Trustee the name of
the current Controlling Class Representative and the related Companion Holder.
Upon receipt of the name of such current Controlling Class Representative and
the related Companion Holder from the Trustee, the Special Servicer shall notify
the Controlling Class Representative and the related Companion Holder that such
Mortgage Loan became a Specially Serviced Mortgage Loan. Officers of the Special
Servicer shall, at the request of the Controlling Class Representative and the
related Companion Holder, be reasonably available during regular business hours
to discuss with such Controlling Class Representative and the related Companion
Holder objectives and strategies.

            (i) No later than forty five (45) days after the servicing of a
Mortgage Loan is transferred to the Special Servicer (or such shorter period as
may be required under any related intercreditor agreement), the Special Servicer
shall deliver to the Trustee, the Master Servicer, each Rating Agency, each
Mortgage Loan Seller, the Controlling Class Representative and the related
Companion Holder a report (the "Asset Status Report") with respect to such
Mortgage Loan and, if applicable, the related Companion Loan, and the related
Mortgaged Property. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

            (i) summary of the status of such Specially Serviced Mortgage Loan
      and any negotiations with the related Mortgagor;

            (ii) consideration of alternatives to the exercise of remedies (such
      as forbearance relief, modification of the terms and conditions of such
      Mortgage Loan, disposition of the Specially Serviced Mortgage Loan or the
      related Mortgaged Property and application of the proceeds of such
      disposition to the outstanding principal balance of such Mortgage Loan and
      interest thereon, or abandonment of the related Mortgaged Property);

            (iii) a discussion of the probable time frames and estimated amount
      of any related Property Advances applicable to each of the alternatives
      referred to above;

            (iv) a discussion of the legal and environmental considerations
      reasonably known to the Special Servicer, consistent with the Servicing
      Standard, that are applicable to the exercise of remedies as aforesaid and
      to the enforcement of any related guaranties or other collateral for the
      related Mortgage Loan and a recommendation as to whether outside legal
      counsel should be retained;


                                     -124-
<PAGE>

            (v) estimated budgets for any operating or capital funds expected to
      be required for the related Mortgaged Property;

            (vi) the most current rent roll available for and any strategy for
      the leasing or releasing of the related Mortgaged Property;

            (vii) the Special Servicer's analysis and recommendations (which
      will include a discussion of alternative courses of action and a
      comparison of the probable benefits and detriments of each alternative
      course of action) on how such Specially Serviced Mortgage Loan might be
      returned to performing status and returned to the Master Servicer for
      regular servicing under this Agreement or otherwise realized upon; and

            (viii) such other information as may be required with respect to a
      Companion Loan under the related intercreditor agreement or that the
      Special Servicer deems relevant in light of the Servicing Standard.

            The Controlling Class Representative may object to any Asset Status
Report within [ten (10)] Business Days of receipt; provided, however, that the
Special Servicer shall implement the recommended action as outlined in such
Asset Status Report if it makes an affirmative determination in accordance with
the Servicing Standards that the objection is not in the best interests of the
Certificateholders. If the Controlling Class Representative disapproves such
Asset Status Report and the Special Servicer has not made the affirmative
determination described above, the Special Servicer will revise such Asset
Status Report as soon as practicable thereafter, but in no event later than 30
days after such disapproval. The Special Servicer shall revise such Asset Status
Report as described above until the Controlling Class Representative shall fail
to disapprove such revised Asset Status Report in writing within [ten (10)]
Business Days of receiving such revised Asset Status Report or until the Special
Servicer makes an affirmative determination that such objection is not in the
best interests of the Certificateholders. Upon making such determination, the
Special Servicer shall notify the Trustee of such rejection and deliver to the
Trustee a proposed notice to Certificateholders which shall include a copy of
the Asset Status Report, and the Trustee shall send such notice to all
Certificateholders. If a majority of such Certificateholders, as determined by
Voting Rights, fail, within 5 days of the Trustee's sending such notice, to
reject such Asset Status Report, the Special Servicer shall implement the same.
If the Asset Status Report is rejected by the Certificateholders, the Special
Servicer shall revise such Asset Status Report as described above in this
Section 3.27(i). In the event that the Controlling Class Representative and the
Special Servicer have not agreed upon an Asset Status Report with respect to a
Specially Serviced Mortgage Loan within 90 days of the Controlling Class
Representative's receipt of the initial Asset Status Report with respect to such
Specially Serviced Mortgage Loan, the Special Servicer will implement the
Actions described in the most recent Asset Status Report submitted to the
Controlling Class Representative by the Special Servicer' provided however that
approval of an Asset Status Report shall not be deemed an approval or consent to
any action requiring consent of the Controlling Class Representative under
Section 3.26 or a waiver of any such consent right. The Trustee shall be
entitled to reimbursement from the Trust Fund for the reasonable expenses of
providing such notices. The Special Servicer may, from time to time, modify any
Asset Status Report it has previously delivered and implement such report,
provided such report shall have been prepared, reviewed and not rejected
pursuant to the terms of this Section. Notwithstanding the foregoing, the


                                     -125-
<PAGE>

Special Servicer (i) may, following the occurrence of an extraordinary event
with respect to the related Mortgaged Property, take any action set forth in
such Asset Status Report before the expiration of a [ten (10)] Business Day
period if the Special Servicer has reasonably determined that failure to take
such action would materially and adversely affect the interest of the
Certificateholders or the related Companion Holder and it has made a reasonable
effort to contact the Controlling Class Representative and (ii) in any case,
shall determine whether such disapproval is not in the best interest of all the
Certificateholders or the related Companion Holder pursuant to the Servicing
Standard. The foregoing rights of the Controlling Class Representative and the
Special Servicer are, with respect to each AB Mortgage Loan, subject to any
consultation, approval or consent rights set forth in the related intercreditor
agreement.

            (j) The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with Servicing Standards and the related Asset Status Report. The
Special Servicer shall not take any action inconsistent with the related Asset
Status Report except as provided in (j) above.

            (k) Upon request of any Certificateholder or the related Companion
Holder (or any Beneficial Owner, if applicable, which shall have provided the
Trustee with evidence satisfactory to the Special Servicer and the Trustee of
its interest in a Certificate) or Rating Agency, the Trustee shall mail, without
charge, to the address specified in such request a copy of the most current
Asset Status Report for any Specially Serviced Mortgage Loan or REO Property,
subject to (l) below.

            (l) Prior to delivering an Asset Status Report to any
Certificateholder, Beneficial Owner or the related Companion Holder, the Trustee
shall have obtained an acknowledgment from the recipient thereof that U.S.
securities laws may restrict the use of the information in the Asset Status
Report.

            (m) In accordance with the foregoing subsections of this Section
3.27, the Special Servicer shall be permitted to modify, waive or amend any term
of a Mortgage Loan that is not in default or as to which default is not
reasonably foreseeable, or to charge a fee for such modification, waiver or
amendment, only if such modification, waiver or amendment (or the charging of
such fee) (a) would not be "significant" as such term is defined in Treasury
Regulations Section 1.860G-2(b)(3), as determined by the Special Servicer (and
the Special Servicer may rely on an Opinion of Counsel in making such
determination) and (b) would be in accordance with the Servicing Standard. The
consent thereto of the majority of Percentage Interests of each Class of
Certificates affected thereby or Rating Agency Confirmation shall not be
required but shall be conclusive evidence that such modification, waiver or
amendment would not adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.

            (n) Notwithstanding the foregoing subsections of this Section 3.27,
the Master Servicer may modify or amend the terms of any Mortgage Loan (other
than a Specially Serviced Mortgage Loan) without the consent of the Special
Servicer in order to (i) cure any ambiguity therein or (ii) correct or
supplement any provisions therein which may be inconsistent with any other
provisions therein or correct any error, or take any other routine servicing
action; provided that such modification or amendment would not be a "significant
modification" of the Mortgage


                                     -126-
<PAGE>

Loan within the meaning of Treasury Regulations Section 1.860G-2(b) (and the
Master Servicer may rely on an Opinion of Counsel at the related Mortgagor's
expense in making such determination).

            (o) Notwithstanding the foregoing subsections of this Section 3.27,
the Master Servicer may, without any Rating Agency Confirmation as provided in
Section 3.09(f) or Special Servicer approval, (i) consent to subordination of
the related Mortgage Loan to such easement or right-of-way for utilities,
access, parking, public improvements or another purpose or to a declaration of
covenants, restrictions or like agreements, provided the Master Servicer shall
have determined in accordance with the Servicing Standards that such easement,
right-of-way or restriction agreement shall not materially interfere with the
then-current use of the related Mortgaged Property, or the security intended to
be provided by such Mortgage, the related Mortgagor's ability to repay the
Mortgage Loan, or materially or adversely affect the value of such Mortgaged
Property, (ii) grant releases of non-material parcels of a Mortgaged Property
(provided that releases as to which the related Loan Documents expressly require
the mortgagee thereunder to make such releases upon the satisfaction of certain
conditions shall be made as required by the Loan Documents), and (iii) approve
or consent to grants of easements, rights-of-way and restrictive covenants that
do not materially affect the use or value of a Mortgaged Property or the
Mortgagor's ability to make any payments with respect to the related Mortgage
Loan; provided that any such modification, waiver or amendment (w) would not in
any way affect a payment term of the Certificates, (x) would not constitute a
"significant modification" of such Mortgage Loan pursuant to Treasury
Regulations Section 1.860G-2(b) and would not otherwise (i) endanger the status
of the either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii)
result in the imposition of a tax upon the either the Lower-Tier REMIC or the
Upper-Tier REMIC or the Trust Fund (including but not limited to the tax on
"prohibited transactions" as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but
not including the tax on "net income from foreclosure property"), (y) agreeing
to such modification, waiver or amendment would be consistent with the Servicing
Standards and (z) agreeing to such modification, waiver or amendment shall not
violate the terms, provisions or limitations of this Agreement or any other
document contemplated hereby.

            (p) All rights to, and requirements for, information (including the
delivery of information or access to information) provided to the Controlling
Class Representative contained herein including but not limited to the reports
and information in Section 4.02 shall also apply to each Companion Holder with
respect to information relating to the related Loan Pair.

            Section 3.28 Companion Paying Agent.

            (a) The Master Servicer shall be the initial Companion Paying Agent
hereunder. The Companion Paying Agent undertakes to perform such duties and only
such duties as are specifically set forth herein.

            (b) No provision of this Agreement shall be construed to relieve the
Companion Paying Agent from liability for its own negligent failure to act, bad
faith or its own willful misfeasance; provided, however, that the duties and
obligations of the Companion Paying Agent shall be determined solely by the
express provisions of this Agreement. The Companion


                                     -127-
<PAGE>

Paying Agent shall not be liable except for the performance of such duties and
obligations, no implied covenants or obligations shall be read into this
Agreement against the Companion Paying Agent. In the absence of bad faith on the
part of the Companion Paying Agent, the Companion Paying Agent may conclusively
rely, as to the truth and correctness of the statements or conclusions expressed
therein, upon any resolutions, certificates, statements, opinions, reports,
documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this
Agreement.

            (c) Upon the resignation or removal of the Master Servicer pursuant
to Article VII of this Agreement, the Companion Paying Agent shall be deemed
simultaneously to resign or be removed and the successor Master Servicer shall
become the successor Companion Paying Agent without the need for any further act
by any party hereto.

            (d) This Section shall survive the termination of this Agreement or
the resignation or removal of the Companion Paying Agent, as regards rights
accrued prior to such resignation or removal.

            Section 3.29 Companion Register.

            (a) The Companion Paying Agent shall maintain a register (the
"Companion Register") on which it will record the names and address of, and wire
transfer instructions for, the Companion Holders from time to time, to the
extent such information is provided in writing to it by each Companion Holder.
The initial Companion Holders, along with their respective name, address, wiring
instructions and tax identification number, is listed on Exhibit Q hereto. In
the event a Companion Holder transfers a Companion Loan without notice to the
Companion Paying Agent, the Companion Paying Agent shall have no liability for
any misdirected payment in the related Companion Loan and shall have no
obligation to recover and redirect such payment.

            (b) The Companion Paying Agent shall promptly provide the name and
address of the Companion Holder to any party hereto or any successor Companion
Holder upon written request and any such Person may, without further
investigation, conclusively rely upon such information. The Companion Paying
Agent shall have no liability to any Person for the provision of any such name
and address.

            Section 3.30 Additional Obligations with Respect to Certain Mortgage
Loans.

            (a) With respect to each Mortgage Loan with a Stated Principal
Balance in excess of $[20,000,000], with respect to any replacement of the
Manager for the related Mortgaged Property, the Master Servicer or Special
Servicer, as applicable, to the extent permitted by the related Loan Documents,
shall require Rating Agency Confirmation and shall condition its consent to such
replacement on the Mortgagor paying for such Rating Agency Confirmation.

            (b) With respect to each Companion Loan, the Master Servicer and the
Special Servicer shall service the related AB Mortgage Loan and Companion Loan
in accordance with the terms of the related intercreditor agreement, including
but not limited to sending any


                                     -128-
<PAGE>

required notices of default, obtaining any required consents of the Companion
Holder and consulting with the Companion Holder if required.

                                   ARTICLE IV

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

            Section 4.01 Distributions. (a) (i) On each Master Servicer
Remittance Date, the Master Servicer shall make the remittances and deposits
specified in the first paragraph of Section 4.06. On each Master Servicer
Remittance Date, the Trustee shall withdraw from the Interest Reserve Account
with respect to the Master Servicer Remittance Date for March of any calendar
year, the related Withheld Amounts pursuant to Section 3.25, and shall deposit
any such amounts in the Lower-Tier Distribution Account. On each Distribution
Date, the amount that has been so transferred to the Lower-Tier Distribution
Account from the Collection Account or as P&I Advances or pursuant to the
preceding sentence shall be distributed on the Lower-Tier Regular Interests to
the Upper-Tier REMIC, in accordance with the provisions set forth herein.
Thereafter, such amounts shall be considered to be held in the Upper-Tier
Distribution Account until distributed to the Certificateholders.

            (ii) All distributions made in respect of interest on any Class of
      Regular Certificates (other than the [Class X] Certificates) on each
      Distribution Date pursuant to Section 4.01(b) or Section 9.01 shall be
      deemed to have first been distributed from the Lower-Tier REMIC to the
      Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular
      Interest set forth in the Preliminary Statement hereto; provided, however,
      that in the case of any such Regular Certificate with more than one
      Corresponding Lower-Tier Regular Interest, such distributions shall be
      deemed to be made pro rata to the Corresponding Lower-Tier Regular
      Interests (based on their respective amounts of interest accrued). All
      distributions made in respect of the [Class X-l] and [Class X-2]
      Certificates on each Distribution Date pursuant to Section 4.01(b) or
      Section 9.01, and allocable to any particular Component of such Class of
      Certificates in accordance with the last paragraph of Section 4.01(b),
      shall be deemed to have first been distributed from the Lower-Tier REMIC
      to Upper-Tier REMIC in respect of such Component's Corresponding
      Lower-Tier Regular Interest. All distributions made in respect of
      principal on any Class of Regular Certificates (other than the [Class X]
      Certificates) on each Distribution Date pursuant to Section 4.01(b) or
      Section 9.01 shall be deemed to have first been distributed from the
      Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding
      Lower-Tier Regular Interest set forth in the Preliminary Statement hereto;
      provided, however, that distributions of principal shall be deemed to have
      been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC with
      respect to (i) the [Class A-1] Certificates, first, in respect of the
      [Class LA-1-1] Interest until its Lower-Tier Principal Balance is reduced
      to zero, second, in respect of the [Class LA-1-2] Interest until its
      Lower-Tier Principal Balance is reduced to zero and third, in respect of
      the [Class LA-1-3] Interest until its Lower-Tier Principal Balance is
      reduced to zero, (ii) the [Class A-2] Certificates, first, in respect of
      the [Class LA-2-1] Interest until its Lower-Tier Principal Balance is
      reduced to zero, second, in respect of the [Class LA-2-2] Interest until
      its Lower-Tier Principal Balance is reduced to zero, third, in respect of
      the


                                     -129-
<PAGE>

      [Class LA-2-3] Interest until its Lower-Tier Principal Balance is reduced
      to zero and fourth, in respect of the [Class LA-2-4] Interest until its
      Lower-Tier Principal Balance is reduced to zero, (iii) the [Class C]
      Certificates, first, in respect of the [Class LC-1] Interest until its
      Lower-Tier Principal Balance is reduced to zero and second, in respect of
      the [Class LC-2] Interest until its Lower-Tier Principal Balance is
      reduced to zero, (iv) the [Class D] Certificates, first, in respect of the
      [Class LD-1] Interest until its Lower-Tier Principal Balance is reduced to
      zero, second, in respect of the [Class LD-2] Interest until its Lower-Tier
      Principal Balance is reduced to zero and third, in respect of the [Class
      LD-3] Interest until its Lower-Tier Principal Balance is reduced to zero,
      (v) the [Class E] Certificates, first, in respect of the [Class LE-1]
      Interest until its Lower-Tier Principal Balance is reduced to zero and
      second, in respect of the [Class LE-2] Interest until its Lower-Tier
      Principal Balance is reduced to zero, (vi) the [Class F] Certificates,
      first, in respect of the [Class LF-1] Interest until its Lower-Tier
      Principal Balance is reduced to zero and second, in respect of the [Class
      LF-2] Interest until its Lower-Tier Principal Balance is reduced to zero,
      (vii) the [Class G] Certificates, first, in respect of the [Class LG-1]
      Interest until its Lower-Tier Principal Balance is reduced to zero and
      second, in respect of the [Class LG-2] Interest until its Lower-Tier
      Principal Balance is reduced to zero and (viii) the [Class J]
      Certificates, first, in respect of the [Class LJ-1] Interest until its
      Lower-Tier Principal Balance is reduced to zero and second, in respect of
      the [Class LJ-2] Interest until its Lower-Tier Principal Balance is
      reduced to zero. All distributions of reimbursements of Realized Losses
      made in respect of any Class of Sequential Pay Certificates on each
      Distribution Date pursuant to Section 4.01(i) shall be deemed to have
      first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC
      in respect of its Corresponding Lower-Tier Regular Interest set forth in
      the Preliminary Statement hereto; provided, that in the case of any Class
      of Sequential Pay Certificates with more than one Corresponding Lower-Tier
      Regular Interest, such reimbursement of Realized Losses shall be deemed to
      be made pro rata to the Corresponding Lower-Tier Regular Interests (based
      on their unreimbursed Realized Losses).

            On each Distribution Date, the [Class LR] Certificates shall receive
distributions of any amounts remaining in the Lower-Tier Distribution Account
after all payments have been made to the Trustee as the holder of the Lower-Tier
Regular Interests in accordance with this Section 4.01(a).

            (b) On each Distribution Date prior to the Cross-over Date, Holders
of each Class of Certificates (other than the [Class R] and [Class LR]
Certificates) shall receive distributions from amounts on deposit in the
Upper-Tier Distribution Account in respect of interest and principal, to the
extent of Available Funds, in the amounts and in the order of priority set forth
below:

            (i) pro rata, in respect of interest, to the [Class A-1], [Class
      A-2], [Class A-3], [Class X-1] and [Class X-2] Certificates, up to an
      amount equal to, and pro rata as among such Classes in accordance with,
      the Interest Distribution Amounts for such Classes;

            (ii) to the [Class A] Certificates, in reduction of their respective
      Certificate Principal Amounts: first, to the [Class A-1] Certificates,
      second, to the [Class A-2]


                                     -130-
<PAGE>

      Certificates and third, to the [Class A-3] Certificates, in each case up
      to an amount equal to the lesser of (i) the Certificate Principal Amount
      of such Certificates and (ii) the Principal Distribution Amount for such
      Distribution Date;

            (iii) to the [Class A-1], [Class A-2] and [Class A-3] Certificates,
      pro rata based upon the aggregate unreimbursed Realized Losses previously
      allocated to such Class, an amount equal to the aggregate of unreimbursed
      Realized Losses previously allocated to such Class, plus interest thereon
      at the Pass-Through Rate for such Class compounded monthly from the date
      the related Realized Loss was allocated to such Class;

            (iv) to the [Class B] Certificates, in respect of interest, up to an
      amount equal to the Interest Distribution Amount for such Class;

            (v) to the [Class B] Certificates, in reduction of the Certificate
      Principal Amount thereof, up to an amount equal to the Principal
      Distribution Amount for such Distribution Date less the portion of such
      Principal Distribution Amount distributed pursuant to all prior clauses,
      until the Certificate Principal Amount thereof is reduced to zero;

            (vi) to the [Class B] Certificates, an amount equal to the aggregate
      of unreimbursed Realized Losses previously allocated to such Class, plus
      interest thereon at the Pass-Through Rate for such Class compounded
      monthly from the date the related Realized Loss was allocated to such
      Class;

            (vii) to the [Class C] Certificates, in respect of interest, up to
      an amount equal to the Interest Distribution Amount for such Class;

            (viii) to the [Class C] Certificates, in reduction of the
      Certificate Principal Amount thereof, up to an amount equal to the
      Principal Distribution Amount for such Distribution Date less the portion
      of such Principal Distribution Amount distributed pursuant to all prior
      clauses, until the Certificate Principal Amount thereof is reduced to
      zero;

            (ix) to the [Class C] Certificates, an amount equal to the aggregate
      of unreimbursed Realized Losses previously allocated to such Class, plus
      interest thereon at the Pass-Through Rate for such Class compounded
      monthly from the date the related Realized Loss was allocated to such
      Class;

            (x) to the [Class D] Certificates, in respect of interest, up to an
      amount equal to the Interest Distribution Amount for such Class;

            (xi) to the [Class D] Certificates, in reduction of the Certificate
      Principal Amount thereof, up to an amount equal to the Principal
      Distribution Amount for such Distribution Date less the portion of such
      Principal Distribution Amount distributed pursuant to all prior clauses,
      until the Certificate Principal Amount thereof is reduced to zero;


                                     -131-
<PAGE>

            (xii) to the [Class D] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class;

            (xiii) to the [Class E] Certificates, in respect of interest, up to
      an amount equal to the Interest Distribution Amount for such Class;

            (xiv) to the [Class E] Certificates, in reduction of the Certificate
      Principal Amount thereof, up to an amount equal to the Principal
      Distribution Amount for such Distribution Date less the portion of such
      Principal Distribution Amount distributed pursuant to all prior clauses,
      until the Certificate Principal Amount thereof is reduced to zero;

            (xv) to the [Class E] Certificates, an amount equal to the aggregate
      of unreimbursed Realized Losses previously allocated to such Class, plus
      interest thereon at the Pass-Through Rate for such Class compounded
      monthly from the date the related Realized Loss was allocated to such
      Class;

            (xvi) to the [Class F] Certificates, in respect of interest, up to
      an amount equal to the Interest Distribution Amount for such Class;

            (xvii) to the [Class F] Certificates, in reduction of the
      Certificate Principal Amount thereof, up to an amount equal to the
      Principal Distribution Amount for such Distribution Date less the portion
      of such Principal Distribution Amount distributed pursuant to all prior
      clauses, until the Certificate Principal Amount thereof is reduced to
      zero;

            (xviii) to the [Class F] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class;

            (xix) to the [Class G] Certificates in respect of interest, up to an
      amount equal to the Interest Distribution Amount for such Class;

            (xx) to the [Class G] Certificates, in reduction of the Certificate
      Principal Amount thereof, up to an amount equal to the Principal
      Distribution Amount for such Distribution Date less the portion of such
      Principal Distribution Amount distributed pursuant to all prior clauses,
      until the Certificate Principal Amount thereof is reduced to zero;

            (xxi) to the [Class G] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class;


                                     -132-
<PAGE>

            (xxii) to the [Class H] Certificates in respect of interest, up to
      an amount equal to the Interest Distribution Amount for such Class;

            (xxiii) to the [Class H] Certificates, in reduction of the
      Certificate Principal Amount thereof, up to an amount equal to the
      Principal Distribution Amount for such Distribution Date less the portion
      of such Principal Distribution Amount distributed pursuant to all prior
      clauses, until the Certificate Principal Amount thereof is reduced to
      zero;

            (xxiv) to the [Class H] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class;

            (xxv) to the [Class J] Certificates in respect of interest, up to an
      amount equal to the Interest Distribution Amount for such Class;

            (xxvi) to the [Class J] Certificates, in reduction of the
      Certificate Principal Amount thereof, up to an amount equal to the
      Principal Distribution Amount for such Distribution Date less the portion
      of such Principal Distribution Amount distributed pursuant to all prior
      clauses, until the Certificate Principal Amount thereof is reduced to
      zero;

            (xxvii) to the [Class J] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class;

            (xxviii) to the [Class K] Certificates in respect of interest, up to
      an amount equal to the Interest Distribution Amount for such Class;

            (xxix) to the [Class K] Certificates, in reduction of the
      Certificate Principal Amount thereof, up to an amount equal to the
      Principal Distribution Amount for such Distribution Date less the portion
      of such Principal Distribution Amount distributed pursuant to all prior
      clauses, until the Certificate Principal Amount thereof is reduced to
      zero;

            (xxx) to the [Class K] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class;

            (xxxi) to the [Class L] Certificates in respect of interest, up to
      an amount equal to the Interest Distribution Amount for such Class;

            (xxxii) to the [Class L] Certificates, in reduction of the
      Certificate Principal Amount thereof, up to an amount equal to the
      Principal Distribution Amount for such Distribution Date less the portion
      of such Principal Distribution Amount distributed


                                     -133-
<PAGE>

      pursuant to all prior clauses, until the Certificate Principal Amount
      thereof is reduced to zero;

            (xxxiii) to the [Class L] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class;

            (xxxiv) to the [Class M] Certificates in respect of interest, up to
      an amount equal to the Interest Distribution Amount for such Class;

            (xxxv) to the [Class M] Certificates, in reduction of the
      Certificate Principal Amount thereof, up to an amount equal to the
      Principal Distribution Amount for such Distribution Date less the portion
      of such Principal Distribution Amount distributed pursuant to all prior
      clauses, until the Certificate Principal Amount thereof is reduced to
      zero;

            (xxxvi) to the [Class M] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class;

            (xxxvii) to the [Class N] Certificates in respect of interest, up to
      an amount equal to the Interest Distribution Amount for such Class;

            (xxxviii) to the [Class N] Certificates, in reduction of the
      Certificate Principal Amount thereof, up to an amount equal to the
      Principal Distribution Amount for such Distribution Date less the portion
      of such Principal Distribution Amount distributed pursuant to all prior
      clauses, until the Certificate Principal Amount thereof is reduced to
      zero;

            (xxxix) to the [Class N] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class;

            (xl) to the [Class O] Certificates in respect of interest, up to an
      amount equal to the Interest Distribution Amount for such Class;

            (xli) to the [Class O] Certificates, in reduction of the Certificate
      Principal Amount thereof, up to an amount equal to the Principal
      Distribution Amount for such Distribution Date less the portion of such
      Principal Distribution Amount distributed pursuant to all prior clauses,
      until the Certificate Principal Amount thereof is reduced to zero;

            (xlii) to the [Class O] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at


                                     -134-
<PAGE>

      the Pass-Through Rate for such Class compounded monthly from the date the
      related Realized Loss was allocated to such Class;

            (xliii) to the [Class P] Certificates in respect of interest, up to
      an amount equal to the Interest Distribution Amount for such Class;

            (xliv) to the [Class P] Certificates, in reduction of the
      Certificate Principal Amount thereof, up to an amount equal to the
      Principal Distribution Amount for such Distribution Date less the portion
      of such Principal Distribution Amount distributed pursuant to all prior
      clauses, until the Certificate Principal Amount thereof is reduced to
      zero;

            (xlv) to the [Class P] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class;

            (xlvi) to the [Class S] Certificates in respect of interest, up to
      an amount equal to the Interest Distribution Amount for such Class;

            (xlvii) to the [Class S] Certificates, in reduction of the
      Certificate Principal Amount thereof, up to an amount equal to the
      Principal Distribution Amount for such Distribution Date less the portion
      of such Principal Distribution Amount distributed pursuant to all prior
      clauses, until the Certificate Principal Amount thereof is reduced to
      zero;

            (xlviii) to the [Class S] Certificates, an amount equal to the
      aggregate of unreimbursed Realized Losses previously allocated to such
      Class, plus interest thereon at the Pass-Through Rate for such Class
      compounded monthly from the date the related Realized Loss was allocated
      to such Class; and

            (xlix) to the [Class R] Certificates, any amounts remaining in the
      Upper-Tier Distribution Account.

            On each Distribution Date occurring on and after the Cross-over
Date, in place of the allocation of principal payments described in priority
(ii) above, remaining Available Funds at such level will be distributed first up
to an amount equal to the Principal Distribution Amount for such Distribution
Amount to the [Class A-1], [Class A-2] and [Class A-3] Certificates, pro rata,
based on their respective Certificate Principal Amounts, in reduction of their
respective Certificate Principal Amounts. Any remaining Available Funds will
then be allocated as provided in priorities (iii) through (xlix) above.

            All references to "pro rata" in the preceding clauses with respect
to interest and Interest Shortfalls shall mean pro rata based on the amount
distributable pursuant to such clauses, with respect to distributions of
principal other than in reimbursement of Realized Losses shall mean pro rata
based on Certificate Principal Amount, and with respect to distributions in
reimbursement of Realized Losses shall mean pro rata based on the amount of
unreimbursed Realized Losses previously allocated to the applicable Classes.


                                     -135-
<PAGE>

            All distributions of interest made in respect of the [Class X-1] and
[Class X-2] Certificates on any Distribution Date pursuant to clause (b)(i)
above, shall be deemed to have been made in respect of all the Components of
each such Class, pro rata in accordance with the respective amounts of interest
that would be payable on such Components on such Distribution Date based on the
[Class X-1] Strip Rate and [Class X-2] Strip Rate, as applicable, of such
Component multiplied by its respective Component Notional Amount, together with
any amounts thereof remaining unpaid from previous Distribution Dates.

            (c) On any Distribution Date, any Yield Maintenance Charges
collected on the Mortgage Loans and on deposit in the Collection Account as of
the related Determination Date will be distributed to the Holders of the Classes
of Certificates as follows: to the holders of the [Class A-1], [Class A-2],
[Class A-3], [Class B], [Class C], [Class D], [Class E], [Class F], [Class G],
[Class H] and [Class J] Certificates, for each such Class an amount equal to the
product of (a) a fraction, the numerator of which is the amount distributed as
principal to such Class on such Distribution Date, and the denominator of which
is the total amount distributed as principal to all Classes of Sequential Pay
Certificates on such Distribution Date, (b) the Base Interest Fraction for the
related Principal Prepayment and such Class of Certificates and (c) the
aggregate amount of such Yield Maintenance Charges. Any remaining Yield
Maintenance Charges with respect to such Distribution Date will be distributed
to the holders of the [Class X] Certificates.

            After the Distribution Date on which the Certificate Principal
Amounts of the [Class A-1], [Class A-2], [Class A-3], [Class B], [Class C],
[Class D], [Class E], [Class F], [Class G], [Class H] and [Class J] Certificates
have been reduced to zero, all Yield Maintenance Charges collected with respect
to the Mortgage Loans will be distributed to the holders of the [Class X-1]
Certificates.

            Any Yield Maintenance Charge that is to be paid to the Regular
Certificates on any Distribution Date shall be deemed distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular
Interests then receiving a principal distribution, pro rata.

            (d) On each Distribution Date, the Trustee shall withdraw amounts
from the Excess Liquidation Proceeds Reserve Account and shall distribute such
amounts in the following priority:

            (i) first, to reimburse the Holders of the Sequential Pay
      Certificates (in order of alphabetical Class designation) up to an amount
      equal to all Realized Losses, if any, previously deemed allocated to them
      and unreimbursed after application of the Available Funds for such
      Distribution Date;

            (ii) second, for distribution to the Special Servicer as additional
      servicing compensation, the excess, if any, of (x) the balance of the
      Excess Liquidation Proceeds Reserve Account on such Distribution Date over
      (y) the aggregate Certificate Principal Amount of the Sequential Pay
      Certificates as of such Distribution Date; and


                                     -136-
<PAGE>

            (iii) third, upon the reduction of the aggregate Certificate
      Principal Amount of the Sequential Pay Certificates to zero, to pay any
      amounts remaining on deposit in such account to the Special Servicer as
      additional compensation.

            (e) On each Distribution Date, any Excess Interest received with
respect to Mortgage Loans during the related Collection Period shall be
distributed to holders of the [Class S] Certificates.

            (f) On each Distribution Date, following the deemed distributions of
principal or in reimbursement of previously allocated Realized Losses made in
respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a), the
Lower-Tier Principal Balance (or aggregate of the Lower-Tier Principal Balances
with respect to the Lower-Tier Regular Interests corresponding to the [Class
A-1], [Class A-2], [Class A-3], [Class C], [Class D], [Class E], [Class F],
[Class G] and [Class J] Certificates) of the Corresponding Lower-Tier Regular
Interests (after taking account of such deemed distributions) shall be reduced
as a result of Realized Losses to equal the Class Principal Balance of the Class
of Corresponding Certificates that will be outstanding immediately following
such Distribution Date; provided, that Realized Losses shall be allocated:

            (i) with respect to the [Class J] Certificates, first, in respect of
      the Lower-Tier Regular Interest [LJ-1]; and second, in respect of the
      Lower-Tier Regular Interest [LJ-2]; in each case, until their respective
      the Lower-Tier Principal Balances are reduced to zero;

            (ii) with respect to the [Class G] Certificates, first, in respect
      of the Lower-Tier Regular Interest [LG-1]; and second, in respect of the
      Lower-Tier Regular Interest [LG-2]; in each case, until their respective
      the Lower-Tier Principal Balances are reduced to zero;

            (iii) with respect to the [Class F] Certificates, first, in respect
      of the Lower-Tier Regular Interest [LF-1]; and second, in respect of the
      Lower-Tier Regular Interest [LF-2]; in each case, until their respective
      the Lower-Tier Principal Balances are reduced to zero;

            (iv) with respect to the [Class E] Certificates, first, in respect
      of the Lower-Tier Regular Interest [LE-1]; and second, in respect of the
      Lower-Tier Regular Interest [LE-2]; in each case, until their respective
      the Lower-Tier Principal Balances are reduced to zero;

            (v) with respect to the [Class D] Certificates, first, in respect of
      the Lower-Tier Regular Interest [LD-1]; second, in respect of the
      Lower-Tier Regular Interest [LD-2]; and third; in respect of the
      Lower-Tier Regular Interest [LD-3]; in each case, until their respective
      the Lower-Tier Principal Balances are reduced to zero;

            (vi) with respect to the [Class C] Certificates, first, in respect
      of the Lower-Tier Regular Interest [LF-1]; and second, in respect of the
      Lower-Tier Regular Interest [LC-2]; in each case, until their respective
      the Lower-Tier Principal Balances are reduced to zero;


                                     -137-
<PAGE>

            (vii) with respect to the [Class A-3] Certificates, first, in
      respect of the Lower-Tier Regular Interest [L A-3-1]; and second, in
      respect of the Lower-Tier Regular Interest [L A-3-2]; in each case, until
      their respective the Lower-Tier Principal Balances are reduced to zero;

            (viii) with respect to the [Class A-2] Certificates, first, in
      respect of the Lower-Tier Regular Interest [LA-2-1]; second, in respect of
      the Lower-Tier Regular Interest [LA-2-2]; third, in respect of the
      Lower-Tier Regular Interest [LA-2-3]; and fourth, in respect of the
      Lower-Tier Regular Interest [LA-2-4]; in each case, until their respective
      the Lower-Tier Principal Balances are reduced to zero; and

            (ix) with respect to the [Class A-1] Certificates, first, in respect
      of the Lower-Tier Regular Interest [LA-1-1]; second, in respect of the
      Lower-Tier Regular Interest [LA-1-2]; and third, in respect of the
      Lower-Tier Regular Interest [LA-1-3]; in each case, until their respective
      the Lower-Tier Principal Balances are reduced to zero.

            (g) The Certificate Principal Amount of each Class of Sequential Pay
Certificates entitled to distributions of principal will be reduced without
distribution on any Distribution Date, as a write-off, to the extent of any
Realized Loss allocated to such Class on such Distribution Date. Any such
write-offs will be applied to such Classes of Sequential Pay Certificates in the
following order, until each is reduced to zero; first, to the [Class S]
Certificates; second, to the [Class P] Certificates, third, to the [Class O]
Certificates; fourth, to the [Class N] Certificates; fifth; to the [Class M]
Certificates; sixth, to the [Class L] Certificates; seventh, to the [Class K]
Certificates; eighth, to the [Class J] Certificates, ninth, to the [Class H]
Certificates; tenth, to the [Class G] Certificates; eleventh, to the [Class F]
Certificates; twelfth, to the [Class E] Certificates; thirteenth, to the [Class
D] Certificates; fourteenth, to the [Class C] Certificates; fifteenth, to the
[Class B] Certificates; and, finally, pro rata to the [Class A-1], [Class A-2]
and [Class A-3] Certificates based on their respective Certificate Principal
Amounts. Any amounts recovered in respect of any amounts previously written off
as Realized Losses will be distributed to the Classes of Certificates to which
Realized Losses have been allocated in order of their seniority and shall be
deemed to be distributed to the Corresponding Lower-Tier Regular Interests, pro
rata, in respect of previously unreimbursed Realized Losses as provided in
Section 4.01(a)(ii).

            Excess Prepayment Interest Shortfalls will be allocated to each
Class of Certificates, pro rata, based upon the amount of interest accrued with
respect to each Class of Certificates and will be allocated to the Corresponding
Lower-Tier Regular Interests, pro rata, in respect of the Corresponding
Certificates based on interest accrued. The Notional Amounts of the [Class X-1]
and [Class X-2] Certificates and their respective Components will be reduced to
reflect reductions of the Certificate Principal Amount of the [Class A-1],
[Class A-2], [Class A-3], [Class B], [Class C], [Class D], [Class E], [Class F],
[Class G], [Class H], [Class J], [Class K], [Class L], [Class M], [Class N],
[Class O], [Class P] and [Class S] Certificates and of the Lower-Tier Principal
Balances of the Corresponding Lower-Tier Regular Interests resulting from
allocations of Realized Losses.

            (h) All amounts distributable, or reductions allocable on account of
Realized Losses, to a Class of Certificates pursuant to this Section 4.01 on
each Distribution Date shall be


                                     -138-
<PAGE>

allocated pro rata among the outstanding Certificates in each such Class based
on their respective Percentage Interests. Such distributions shall be made on
each Distribution Date other than the Termination Date to each Certificateholder
of record on the related Record Date (a) by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor,
if such Certificateholder provides the Trustee with wiring instructions no less
than five Business Days prior to the related Record Date, or otherwise (b) by
check mailed to such Certificateholder. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the office of the Trustee or its agent (which
may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in the notice to Certificateholders of such final distribution.

            (i) Except as otherwise provided in Section 9.01 with respect to an
Anticipated Termination Date, the Trustee shall, no later than the fifteenth day
of the month in the month preceding the month in which the final distribution
with respect to any Class of Certificates is expected to be made, mail to each
Holder of such Class of Certificates, on such date a notice to the effect that:

                  (A) the Trustee reasonably expects based upon information
            previously provided to it that the final distribution with respect
            to such Class of Certificates will be made on such Distribution
            Date, but only upon presentation and surrender of such Certificates
            at the office of the Trustee therein specified, and

                  (B) if such final distribution is made on such Distribution
            Date, no interest shall accrue on such Certificate, or on the
            Corresponding Lower-Tier Regular Interests from and after such
            Distribution Date;

provided, however, that the [Class R] and [Class LR] Certificates shall remain
outstanding until there is no other Class of Certificates outstanding.

            Any funds not distributed to any Holder or Holders of Certificates
of such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust for the benefit of the appropriate non-tendering Holder or Holders. If
any Certificates as to which notice has been given pursuant to this Section
4.01(i) shall not have been surrendered for cancellation within six months after
the time specified in such notice, the Trustee shall mail a second notice to the
remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates shall have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. If within two years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Paying Agent shall pay to
the Trustee all amounts distributable to the Holders thereof, and the Trustee
shall thereafter hold such amounts for the benefit of such Holders until the
earlier of (i) its termination as Trustee hereunder and the transfer of such
amounts to a successor Trustee and (ii) the termination of the Trust Fund and
distribution of such amounts to the [Class R]


                                     -139-
<PAGE>

Certificateholders. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust hereunder or by the Trustee as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 4.01(i). Any funds not
distributed on such Distribution Date shall be set aside and held uninvested in
trust for the benefit of Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner.

            (j) On each Distribution Date, the Companion Paying Agent (based
upon a statement of the Master Servicer to be delivered to the Trustee and the
Companion Paying Agent (if the Companion Paying Agent is not the Master
Servicer) that specifies the amount required to be deposited in the Companion
Distribution Account) shall make withdrawals and payments from the Companion
Distribution Account for the related Companion Loans in the following order of
priority:

            (i) to pay to the Master Servicer any amounts deposited by the
      Master Servicer in the Companion Distribution Account not required to be
      deposited therein;

            (ii) on each Distribution Date, to pay all amounts remaining in the
      Companion Distribution Account to the applicable Companion Holder; and

            (iii) to clear and terminate the Companion Distribution Account at
      the termination of this Agreement pursuant to Section 9.01.

            All distributions from the Companion Distribution Account required
hereunder shall be made by the Companion Paying Agent to the Companion Holder by
wire transfer in immediately available funds to the account of such Companion
Holder or an agent therefor appearing on the Companion Register on the related
Record Date (or, if no such account so appears or information relating thereto
is not provided at least five Business Days prior to the related Record Date, by
check sent by first-class mail to the address of such Companion Holder or its
agent appearing on the Companion Register). Any such account shall be located at
a commercial bank in the United States.

            Section 4.02 Statements to Certificateholders; Certain Reports by
the Master .Servicer and the Special Servicer (a) Based on information received
from the Master Servicer, on each Distribution Date, the Trustee shall provide
or make available on a public basis a report, including reports in substantially
the form attached hereto as Exhibit G (the "Distribution Date Statement"),
setting forth, among other things, the following information:

                  (A) the amount of distributions, if any, made on such
            Distribution Date to the holders of each Class of Sequential Pay
            Certificates and applied to reduce the respective Certificate
            Principal Amount thereof;

                  (B) the amount of distributions, if any, made on such
            Distribution Date to the Holders of each Class of Regular
            Certificates allocable to (A) Interest Distribution Amount, (B)
            Yield Maintenance Charges and (C) Excess Interest;

                  (C) the amount of any distributions made on such Distribution
            Date to the Holders of each Class of Residual Certificates;


                                     -140-
<PAGE>

                  (D) the aggregate amount of outstanding P&I Advances as of the
            related Determination Date;

                  (E) the aggregate amount of Servicing Fees retained by or paid
            to the Master Servicer and the Special Servicer in respect of the
            related Collection Period;

                  (F) the aggregate Stated Principal Balance of the Mortgage
            Loans immediately before and after such Distribution Date and the
            percentage of the Cut-off Date Principal Balance of the Mortgage
            Loans which remains outstanding immediately after such Distribution
            Date;

                  (G) the number, aggregate principal balance, weighted average
            remaining term to maturity and weighted average Mortgage Rate of the
            outstanding Mortgage Loans at the close of business on the related
            Determination Date;

                  (H) as of the Determination Date, the number and aggregate
            unpaid principal balance of Mortgage Loans (A) delinquent one month,
            (B) delinquent two months, (C) delinquent three or more months, (D)
            that are Specially Serviced Mortgage Loans but are not delinquent or
            (E) as to which foreclosure proceedings have been commenced;

                  (I) the aggregate Stated Principal Balance of Mortgage Loans
            as to which the related Mortgagor is subject or is expected to be
            subject to a bankruptcy proceeding;

                  (J) with respect to any Mortgage Loan as to which the related
            Mortgaged Property became an REO Property during the related
            Collection Period, the Stated Principal Balance and unpaid principal
            balance of such Mortgage Loan as of the date such Mortgaged Property
            became an REO Property and the most recently determined Appraised
            Value and date upon which the Appraisal was performed;

                  (K) as to any Mortgage Loan repurchased or otherwise
            liquidated or disposed of during the related Collection Period, the
            loan number thereof and the amount of any Liquidation Proceeds
            and/or other amounts, if any, received thereon during the related
            Collection Period and the portion thereof included in the Available
            Distribution Amount for such Distribution Date;

                  (L) with respect to any REO Property included in the Trust
            Fund as of the close of business on the last day of the related
            Collection Period, the loan number of the related Mortgage Loan, the
            book value of such REO Property and the amount of any income
            collected with respect to such REO Property (net of related
            expenses) and other amounts, if any, received on such REO Property
            during the related Collection Period and the portion thereof
            included in the Available Distribution Amount for such Distribution
            Date and the most recently determined Appraised Value and date upon
            which the Appraisal was performed;


                                     -141-
<PAGE>

                  (M) with respect to any REO Property sold or otherwise
            disposed of during the related Collection Period, the loan number of
            the related Mortgage Loan, and the amount of Liquidation Proceeds
            and other amounts, if any, received in respect of such REO Property
            during the related Collection Period, the portion thereof included
            in the Available Distribution Amount for such Distribution Date and
            the balance of the Excess Liquidation Proceeds Reserve Account for
            such Distribution Date;

                  (N) the Interest Distribution Amount in respect of each Class
            of Regular Certificates for such Distribution Date;

                  (O) any unpaid Interest Distribution Amount in respect of each
            Class of Regular Certificates after giving effect to the
            distributions made on such Distribution Date;

                  (P) the Pass-Through Rate for each Class of Regular
            Certificates for such Distribution Date;

                  (Q) the original Certificate Principal Amount or Notional
            Amount as of the Closing Date and the Certificate Principal Amount
            or Notional Amount, as the case may be, of each Class of Regular
            Certificates immediately before and immediately after such
            Distribution Date, separately identifying any reduction in the
            Certificate Principal Amount or Notional Amount, as the case may be,
            of each such Class due to Realized Losses and Additional Trust Fund
            Expenses;

                  (R) the Certificate Factor for each Class of Regular
            Certificates immediately following such Distribution Date;

                  (S) the Principal Distribution Amount for such Distribution
            Date;

                  (T) the aggregate amount of Principal Prepayments made during
            the related Collection Period, and the aggregate amount of any
            Prepayment Interest Excesses received and Prepayment Interest
            Shortfalls incurred in connection therewith;

                  (U) the aggregate amount of Realized Losses and Additional
            Trust Fund Expenses, if any, incurred with respect to the Trust Fund
            during the related Collection Period;

                  (V) any Appraisal Reduction Amounts on a loan-by-loan basis,
            and the total Appraisal Reduction Amounts, as of the related
            Determination Date; and

                  (W) such additional information as contemplated by Exhibit G
            hereto.

In the case of information furnished pursuant to subclauses (A), (B), (C) and
(Q) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per single Certificate of a
specified minimum denomination. The form of any Distribution Date Statement may
change over time.


                                     -142-
<PAGE>

            The Trustee shall publicly make available each month the related
Distribution Date Statement, the CMSA Bond Level File, the CMSA Collateral
Summary File and the CMSA Loan Setup File via its internet website initially
located at "www.ctslink.com/cmbs". The Master Servicer shall provide to the
Trustee the CMSA Loan Setup File within 60 days of the first Distribution Date
hereunder to the extent it has received the information to assemble such files
from the Mortgage Loan Sellers. In addition, the Trustee shall make available
each month, on a restricted basis, solely to each Privileged Person, (i) the
CMSA Loan Periodic Update File delivered for each Distribution Date, the CMSA
Property File, the CMSA Comparative Financial Status Report and the CMSA
Financial File, (ii) the Servicer Reports, and (iii) as a convenience to such
Privileged Persons (and not in furtherance of the distribution thereof under the
securities laws), the Prospectus and this Agreement. At the direction of the
Depositor, the Trustee shall remove any or all of such restrictions and make any
or all of such information available to any person. The Trustee makes no
representations or warranties as to the accuracy or completeness of such
information and assumes no responsibility therefor. In addition, the Trustee may
disclaim responsibility for any information distributed by the Trustee for which
it is not the original source. In connection with providing access to the
Trustee's internet website, the Trustee may require registration and acceptance
of a disclaimer. The Trustee shall not be liable for the dissemination of
information in accordance with this Agreement.

            The Trustee may provide such information through means other than
(and in lieu of) its website provided that (i) the Depositor shall have
consented to such alternative means and (ii) Certificateholders and each
Companion Holder shall have received notice of such alternative means.

            The provisions in this Section shall not limit the Master Servicer's
ability to make accessible certain information regarding the Mortgage Loans at a
website maintained by the Master Servicer.

            Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was a Holder of a Certificate a statement containing the
information as to the applicable Class set forth in clauses (A), (B) and (C) of
the description of Distribution Date Statements above aggregated for such
calendar year or applicable portion thereof during which such person was a
Certificateholder, together with such other information as the Trustee
determines to be necessary to enable Certificateholders to prepare their tax
returns for such calendar year. 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.

            Upon filing with the Internal Revenue Service, the Trustee shall
furnish to the Holders of the Residual Certificates the Form 1066 and shall
furnish their respective Schedules Q thereto at the times required by the Code
or the Internal Revenue Service, and shall provide from time to time such
information and computations with respect to the entries on such forms as any
Holder of the Residual Certificates may reasonably request.

            The specification of information to be furnished by the Trustee to
the Certificateholders in this Section 4.02 (and any other terms of this
Agreement requiring or


                                     -143-
<PAGE>

calling for delivery or reporting of information by the Trustee to
Certificateholders and Beneficial Owners) shall not limit the Trustee in
furnishing, and the Trustee is hereby authorized to furnish, to
Certificateholders, Beneficial Owners and/or to the public any other information
(such other information, collectively, "Additional Information") with respect to
the Mortgage Loans, the Mortgaged Properties or the Trust Fund as may be
provided to it by the Depositor, the Master Servicer or the Special Servicer or
gathered by it in any investigation or other manner from time to time, provided
that (A) while there exists any Event of Default, any such Additional
Information shall only be furnished with the consent or at the request of the
Depositor (except pursuant to clause (E) below or to the extent such information
is requested by a Certificateholder), (B) the Trustee shall be entitled to
indicate the source of all information furnished by it, and the Trustee may
affix thereto any disclaimer it deems appropriate in its sole discretion
(together with any warnings as to the confidential nature and/or the uses of
such information as it may, in its sole discretion, determine appropriate), (C)
the Trustee may notify Certificateholders and Beneficial Owners of the
availability of any such information in any manner as it, in its sole
discretion, may determine, (D) the Trustee shall be entitled (but not obligated)
to require payment from each recipient of a reasonable fee for, and its
out-of-pocket expenses incurred in connection with, the collection, assembly,
reproduction or delivery of any such Additional Information, (E) without the
consent of the Depositor, the Trustee may, in its sole discretion, furnish
Additional Information to a Rating Agency in any instance, and to the
Certificateholders, Beneficial Owners and/or the public-at-large if it
determines that the furnishing of such information would assist in the
evaluation of the investment characteristics or valuation of the Certificates or
would be in the best interests of the Certificateholders or is required by
applicable law and, in the case of any Additional Information requested by a
Beneficial Owner or Certificateholder, such Beneficial Owner or
Certificateholder has delivered an executed certificate in the form of Exhibit
O-1 hereto and (F) the Trustee shall be entitled to distribute or make available
such Additional Information in accordance with such reasonable rules and
procedures as it may deem necessary or appropriate (which may include the
requirement that an agreement that provides such information shall be used
solely for purposes of evaluating the investment characteristics or valuation of
the Certificates be executed by the recipient, if and to the extent the Trustee
deems the same to be necessary or appropriate). Nothing herein shall be
construed to impose upon the Trustee any obligation or duty to furnish or
distribute any Additional Information to any Person in any instance, and the
Trustee shall neither have any liability for furnishing nor for refraining from
furnishing Additional Information in any instance. The Trustee shall be entitled
(but not required) to request and receive direction from the Depositor as to the
manner of delivery of any such Additional Information, if and to the extent the
Trustee deems necessary or advisable, and to require that any consent, direction
or request given to it pursuant to this Section be made in writing.

            Upon the authorization of the Depositor, the Trustee shall make
available to [Bloomberg Financial Markets, L.P. ("Bloomberg")] or such other
vendor chosen by the Depositor, all the electronic reports delivered or made
available pursuant to this Section 4.02(a)(i) to the Certificateholders and
Beneficial Owners using a format and media mutually acceptable to the Trustee
and Bloomberg.

            (b) No later than the Business Day prior to each Distribution Date,
subject to the last paragraph of this subsection (b), the Master Servicer shall
deliver or cause to be delivered to the Trustee (and, if the Master Servicer is
not the Special Servicer, the Trustee shall


                                     -144-
<PAGE>

deliver to the Special Servicer) in electronic form mutually acceptable to the
Trustee and the Master Servicer the following reports or information: (1) a CMSA
Delinquent Loan Status Report, (2) a CMSA REO Status Report, (3) a CMSA
Historical Loan Modification Report, (4) a CMSA Historical Liquidation Report,
(5) the CMSA Servicer Watch List, (6) the CMSA Financial File, (7) the CMSA
Property File and (8) the CMSA Comparative Financial Status Report. The Master
Servicer shall deliver to each Companion Holder each of the above listed reports
with respect to each Loan Pair.

            No later than the Business Day prior to each Distribution Date, the
Master Servicer shall deliver to the Trustee (by electronic means) the CMSA
Comparative Financial Status Report for each Mortgage Loan (other than any
Credit Lease Loans) or related Mortgaged Property as of the Determination Date
immediately preceding the preparation of such report for each of the following
three periods (but only to the extent the related Mortgagor is required by the
Mortgage to deliver and does deliver, or otherwise agrees to provide and does
provide, such information): (a) the most current available year-to-date; (b)
each of the previous two full fiscal years stated separately (to the extent such
information is in the Master Servicer's possession); and (c) the "base year"
(representing the original analysis of information used as of the Cut-Off Date).

            No later than [3:00 p.m., New York City time], on the second
Business Day prior to each Distribution Date, the Master Servicer shall deliver
to the Trustee a CMSA Loan Periodic Update File setting forth certain
information with respect to the Mortgage Loans and Mortgaged Properties and a
single report (the "Collection Report") setting forth, among other things, the
information specified in clauses (i) through (vi) below (the amounts and
allocations of payments, collections, fees and expenses with respect to
Specially Serviced Mortgage Loans and REO Properties to be based upon the report
to be delivered by the Special Servicer to the Master Servicer on the second
Business Day after the related Determination Date, in the form required by
Section 4.02(c) below):

                  (v) the aggregate amount that is to be transferred from the
            Collection Account to the Distribution Account in respect of such
            Distribution Date that is allocable to principal on or in respect of
            the Mortgage Loans and any REO Mortgage Loans, separately
            identifying the aggregate amount of any Principal Prepayments
            included therein, and (if different) the Principal Distribution
            Amount for the immediately succeeding Distribution Date;

                  (vi) the aggregate amount that is to be transferred from the
            Collection Account to the Distribution Account in respect of such
            Distribution Date that is allocable to (A) interest on or in respect
            of the Mortgage Loans and any REO Mortgage Loans, (B) Yield
            Maintenance Charges and (C) Excess Interest;

                  (vii) the aggregate amount of any P&I Advances made pursuant
            to Section 4.06 of this Agreement as of the end of the prior
            calendar month that were included in amounts deposited in the
            Distribution Account;

                  (viii) the information required to be included in the
            Distribution Date Statement for the next succeeding Distribution
            Date and described in clauses (E) -


                                     -145-
<PAGE>

            (M) and (S) - (W) of the description of the Distribution Date
            Statement in Section 4.02(a);

                  (ix) the loan number and the unpaid principal balance as of
            the close of business on such Determination Date of each Specially
            Serviced Mortgage Loan and each other Defaulted Mortgage Loan; and

                  (x) such other information on a Mortgage Loan-by-Mortgage Loan
            or REO Property-by-REO Property basis as the Trustee or the
            Depositor shall reasonably request in writing (including, without
            limitation, information with respect to any modifications of any
            Mortgage Loan, any Mortgage Loans in default or foreclosure, the
            operation and disposition of REO Property and the assumption of any
            Mortgage Loan).

            On the date on which the report described above is delivered to the
Trustee, the Master Servicer shall also deliver or cause to be delivered to the
Trustee (i) a report, in form reasonably acceptable to the Trustee, containing
the information with respect to the Mortgage Loans necessary for the Trustee to
prepare with respect to the Mortgage Loans any additional schedules and tables
required to be made available by the Trustee pursuant to Section 4.02(a)(i), and
(ii) an updated Mortgage Loan Schedule, in each case reflecting the changes in
the Mortgage Loans during the related Collection Period.

            In addition, the Master Servicer or Special Servicer, as applicable,
shall perform with respect to each Mortgaged Property and REO Property (except
any Mortgaged Property securing any Credit Lease Loan):

            Within 30 days after receipt of a quarterly operating statement, if
any, commencing with the calendar quarter ended _______, 20__, a CMSA Operating
Statement Analysis Report presenting the computation made in accordance with the
methodology set forth in Exhibit H (but only to the extent the related Mortgagor
is required by the Mortgage to deliver and does deliver, or otherwise agrees to
provide and does provide, such information) for such Mortgaged Property or REO
Property as of the end of such calendar quarter. The Master Servicer or Special
Servicer, as applicable, shall deliver to the Trustee by electronic means the
CMSA Operating Statement Analysis Report upon request; and

            Within 30 days after receipt by the Master Servicer of an annual
operating statement, a CMSA NOI Adjustment Worksheet (but only to the extent the
related Mortgagor is required by the Mortgage to deliver and does deliver, or
otherwise agrees to provide and does provide, such information), presenting the
computation made in accordance with the methodology described in Exhibit F to
"normalize" the full year net operating income and debt service coverage numbers
used by the Master Servicer or Special Servicer, as applicable, in preparing the
CMSA Comparative Financial Status Report above. The Master Servicer shall
deliver to the Trustee by electronic means the CMSA NOI Adjustment Worksheet
upon request.

            Upon request, the Trustee shall deliver or shall cause to be
delivered to each Certificateholder, to each party hereto, to any Underwriter,
to the Rating Agencies, and to each Person that provides the Trustee with an
Investor Certification a copy of the CMSA Operating


                                     -146-
<PAGE>

Statement Analysis Report and CMSA NOI Adjustment Worksheet most recently
performed by the Master Servicer with respect to any Mortgage Loan and delivered
to the Trustee.

            Upon request (and in any event, not more frequently than once per
month), the Master Servicer shall forward to the Trustee a statement, setting
forth the status of the Collection Account as of the close of business on such
Master Servicer Remittance Date, stating that all remittances to the Trustee
required by this Agreement to be made by the Master Servicer have been made (or,
in the case of any such required remittance that has not been made by the Master
Servicer, specifying the nature and status thereof) and showing, for the period
from the preceding Master Servicer Remittance Date (or, in the case of the first
Master Servicer Remittance Date, from the Cut-off Date) to such Master Servicer
Remittance Date, the aggregate of deposits into and withdrawals from the
Collection Account for each category of deposit specified in Section 3.05(a) and
each category of withdrawal specified in Section 3.06. The Master Servicer shall
also deliver to the Trustee, upon reasonable request of the Trustee, any and all
additional information relating to the Mortgage Loans in the possession of the
Master Servicer (which information shall be based upon reports delivered to the
Master Servicer by the Special Servicer with respect to Specially Serviced
Mortgage Loans and REO Properties).

            The Master Servicer, on the first Business Day following each
Determination Date, shall forward to the Special Servicer all information
collected by the Master Servicer which the Special Servicer is required to
include in the reports delivered by the Special Servicer pursuant to Section
4.02(c) below. Further, the Master Servicer shall cooperate with the Special
Servicer and provide the Special Servicer with the information in the possession
of the Master Servicer reasonably requested by the Special Servicer, in writing,
to the extent required to allow the Special Servicer to perform its obligations
under this Agreement with respect to those Mortgage Loans serviced by the Master
Servicer.

            The obligation of the Master Servicer to deliver the reports
required to be delivered by it pursuant to this subsection is subject to the
Master Servicer having received from the Special Servicer in a timely manner the
related reports and information necessary or required to enable the Master
Servicer to prepare and deliver such reports. The Master Servicer shall not be
responsible for the accuracy or content of any report, document or information
furnished by the Special Servicer to the Master Servicer pursuant to this
Agreement and accepted by the Master Servicer in good faith pursuant to this
Agreement.

            (c) On the second Business Day after each Determination Date, the
Special Servicer shall forward to the Master Servicer, for each Specially
Serviced Mortgage Loan and REO Property, reports containing all information the
Master Servicer shall be required to include in the other reports that the
Master Servicer is obligated to deliver to the Trustee pursuant to Section
4.02(b), to the extent such information relates to any Specially Serviced
Mortgage Loan or any REO Property. The Special Servicer shall also deliver to
the Trustee, upon the reasonable written request of the Trustee, any and all
additional information in the possession of the Special Servicer relating to the
Specially Serviced Mortgage Loans and the REO Properties.

            The Special Servicer shall cooperate with the Master Servicer and
provide the Master Servicer with the information in the possession of the
Special Servicer reasonably requested by the Master Servicer, in writing, to the
extent required to allow the Master Servicer


                                     -147-
<PAGE>

to perform its obligations under this Agreement with respect to the Specially
Serviced Mortgage Loans and REO Properties. Additional information regarding the
Specially Serviced Mortgage Loans and REO Properties, including, without
limitation, any financial or occupancy information (including lease summaries)
provided to the Special Servicer by the Mortgagors or otherwise obtained, shall
be delivered to the Master Servicer, within ten days of receipt.

            The Master Servicer and the Special Servicer may make available to
Companion Holders and Beneficial Owners who have certified to the Master
Servicer their beneficial ownership of any Certificate, or prospective
Beneficial Owners who provide appropriate confirmation that they are prospective
Beneficial Owners who intend to keep any information confidential, copies of any
reports or files prepared by the Master Servicer pursuant to this Agreement.

            Each of the Master Servicer and Special Servicer may make
information concerning the Mortgage Loans available on any website that it has
established.

            The Master Servicer or the Special Servicer, as applicable, may,
from time to time in its sole discretion, answer questions from a Beneficial
Owner or Companion Holder which pertain to the performance and servicing of the
Mortgage Loans and/or REO Properties for which the Master Servicer or Special
Servicer, as the case may be, is responsible. The Master Servicer or the Special
Servicer, as applicable, as a condition to answering such questions, shall
require, among other things, that the Beneficial Owner enter or Companion Holder
into a confidentiality agreement with the Master Servicer or the Special
Servicer, as the case may be, in the form attached hereto as Exhibit O-2 and
sign an Investor Certification in the form attached hereto as Exhibit O-1.
Neither the Master Servicer nor the Special Servicer shall provide any
information or disclosures in violation of any applicable law, rule or
regulation.

            Section 4.03 Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Paying Agent shall
comply with all federal withholding requirements with respect to payments to
Certificateholders of interest or original issue discount that the Paying Agent
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for any such withholding. The Paying
Agent agrees that it shall not withhold with respect to payments of interest or
original issue discount in the case of a Certificateholder that is a non-U.S.
Person that has furnished or caused to be furnished (i) an effective Form
W-8BEN, W-8IMY (with appropriate attachments) or Form W-9 or an acceptable
substitute form or a successor form and who is not a "10-percent shareholder"
within the meaning of Code Section 871(h)(3)(B) with respect to the Holder of
any [Class R] or [Class LR] Certificate or any Mortgagor or a "controlled
foreign corporation" described in Code Section 881(c)(3)(C) with respect to the
Trust Fund or the Depositor, or (ii) an effective Form W-8ECI or an acceptable
substitute form or a successor form. In the event the Paying Agent or its agent
withholds any amount from interest or original issue discount payments or
advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Paying Agent shall indicate the amount withheld to such
Certificateholder. Any amount so withheld shall be treated as having been
distributed to such Certificateholder for all purposes of this Agreement.


                                     -148-
<PAGE>

            Section 4.04 REMIC Compliance. (a) The parties intend that each of
the Upper-Tier REMIC and the Lower-Tier REMIC shall constitute, and that the
affairs of each of the Upper-Tier REMIC and the Lower-Tier REMIC shall be
conducted so as to qualify it as, a "real estate mortgage investment conduit" as
defined in, and in accordance with, the REMIC Provisions, and the provisions
hereof shall be interpreted consistently with this intention. In furtherance of
such intention, the Trustee shall, to the extent permitted by applicable law,
act as agent, and is hereby appointed to act as agent, of each of the Upper-Tier
REMIC and the Lower-Tier REMIC and shall on behalf of each of the Upper-Tier
REMIC and the Lower-Tier REMIC: (i) prepare, sign and file, or cause to be
prepared and filed, all required Tax Returns for each of the Upper-Tier REMIC
and the Lower-Tier REMIC, using a calendar year as the taxable year for each of
the Upper-Tier REMIC and the Lower-Tier REMIC when and as required by the REMIC
Provisions and other applicable federal, state or local income tax laws; (ii)
make an election, on behalf of each of the Upper-Tier REMIC and the Lower-Tier
REMIC, to be treated as a REMIC on Form 1066 for its first taxable year, in
accordance with the REMIC Provisions; (iii) prepare and forward, or cause to be
prepared and forwarded, to the Certificateholders and the IRS and applicable
state and local tax authorities all information reports as and when required to
be provided to them in accordance with the REMIC Provisions of the Code and
Section 4.07; (iv) if the filing or distribution of any documents of an
administrative nature not addressed in clauses (i) through (iii) of this Section
4.04(a) is then required by the REMIC Provisions in order to maintain the status
of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or is otherwise
required by the Code, prepare, sign and file or distribute, or cause to be
prepared and signed and filed or distributed, such documents with or to such
Persons when and as required by the REMIC Provisions or the Code or comparable
provisions of state and local law; (v) within thirty days of the Closing Date,
furnish or cause to be furnished to the IRS, on Form 8811 or as otherwise may be
required by the Code, the name, title and address of the Person that the holders
of the Certificates may contact for tax information relating thereto (and the
Trustee shall act as the representative of each of the Upper-Tier REMIC and the
Lower-Tier REMIC for this purpose), together with such additional information as
may be required by such Form, and shall update such information at the time or
times and in the manner required by the Code (and the Depositor agrees within 10
Business Days of the Closing Date to provide any information reasonably
requested by the Master Servicer or the Trustee and necessary to make such
filing); and (vi) maintain such records relating to each of the Upper-Tier REMIC
and the Lower-Tier REMIC as may be necessary to prepare the foregoing returns,
schedules, statements or information, such records, for federal income tax
purposes, to be maintained on a calendar year and on an accrual basis. The
Holder of the largest Percentage Interest in the [Class R] or [Class LR]
Certificates shall be the tax matters person of the Upper-Tier REMIC or the
Lower-Tier REMIC, respectively, pursuant to Treasury Regulations Section
1.860F-4(d). If more than one Holder should hold an equal Percentage Interest in
the [Class R] or [Class LR] Certificates larger than that held by any other
Holder, the first such Holder to have acquired such [Class R] or [Class LR]
Certificates shall be such tax matters person. The Trustee shall act as
attorney-in-fact and agent for the tax matters person of each of the Upper-Tier
REMIC and Lower-Tier REMIC, and each Holder of a Percentage Interest in the
[Class R] or [Class LR] Certificates, by acceptance hereof, is deemed to have
consented to the Trustee's appointment in such capacity and agrees to execute
any documents required to give effect thereto, and any fees and expenses
incurred by the Trustee in connection with any audit or administrative or
judicial proceeding shall be paid by the Trust Fund. The Trustee shall not
intentionally take any action or


                                     -149-
<PAGE>

intentionally omit to take any action within its control and the scope of its
duties if, in taking or omitting to take such action, the Trustee knows that
such action or omission (as the case may be) would cause the termination of the
REMIC status of the Upper-Tier REMIC or the Lower-Tier REMIC or the imposition
of tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on
income expressly permitted or contemplated to be received by the terms of this
Agreement). Notwithstanding any provision of this paragraph to the contrary, the
Trustee shall not be required to take any action that the Trustee in good faith
believes to be inconsistent with any other provision of this Agreement, nor
shall the Trustee be deemed in violation of this paragraph if it takes any
action expressly required or authorized by any other provision of this
Agreement, and the Trustee shall have no responsibility or liability with
respect to any act or omission of the Depositor or the Master Servicer which
does not enable the Trustee to comply with any of clauses (i) through (vi) of
the fifth preceding sentence or which results in any action contemplated by
clauses (i) through (iii) of the next succeeding sentence. In this regard the
Trustee shall (i) exercise reasonable care not to allow the occurrence of any
"prohibited transactions" within the meaning of Code Section 860F(a), unless the
party seeking such action shall have delivered to the Trustee an Opinion of
Counsel (at such party's expense) that such occurrence would not (a) result in a
taxable gain, (b) otherwise subject the Upper-Tier REMIC or Lower-Tier REMIC to
tax (other than a tax at the highest marginal corporate tax rate on net income
from foreclosure property), or (c) cause any of the Upper-Tier REMIC or
Lower-Tier REMIC to fail to qualify as a REMIC; and (ii) exercise reasonable
care not to allow any of each such Trust REMIC to receive income from the
performance of services or from assets not permitted under the REMIC Provisions
to be held by such Trust REMIC (provided, however, that the receipt of any
income expressly permitted or contemplated by the terms of this Agreement shall
not be deemed to violate this clause) and (iii) not permit the creation of any
"interests," within the meaning of the REMIC Provisions, in the Upper-Tier REMIC
other than the Regular Certificates and the [Class R] Certificates or in the
Lower-Tier REMIC other than the Lower-Tier Regular Interests and the [Class LR]
Certificates. None of the Master Servicer, the Special Servicer or the Depositor
shall be responsible or liable for any failure by the Trustee to comply with the
provisions of this Section 4.04. The Depositor, the Master Servicer and the
Special Servicer shall cooperate in a timely manner with the Trustee in
supplying any information within the Depositor's, the Master Servicer's or the
Special Servicer's control (other than any confidential information) that is
reasonably necessary to enable the Trustee to perform its duties under this
Section 4.04.

            (b) The following assumptions are to be used for purposes of
determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the
Regular Certificates: (i) each Mortgage Loan will pay principal and interest in
accordance with its terms and scheduled payments will be timely received on
their Due Dates, provided that the Mortgage Loans in the aggregate will prepay
in accordance with the Prepayment Assumption; (ii) none of the Master Servicer,
the Depositor and the [Class LR] Certificateholders will exercise the right
described in Section 9.01 of this Agreement to cause early termination of the
Trust Fund; and (iii) no Mortgage Loan is repurchased by the applicable Mortgage
Loan Seller pursuant to Article II hereof.

            Section 4.05 Imposition of Tax on the Trust Fund. In the event that
any tax, including interest, penalties or assessments, additional amounts or
additions to tax, is imposed on the Upper-Tier REMIC or Lower-Tier REMIC, such
tax shall be charged against amounts


                                     -150-
<PAGE>

otherwise distributable to the Holders of the Certificates; provided, that any
taxes imposed on any net income from foreclosure property pursuant to Code
Section 860G(d) or any similar tax imposed by a state or local jurisdiction
shall instead be treated as an expense of the related REO Property in
determining Net REO Proceeds with respect to the REO Property (and until such
taxes are paid, the Special Servicer from time to time shall withdraw from the
REO Account and transfer to the Trustee amounts reasonably determined by the
Trustee to be necessary to pay such taxes, which the Trustee shall maintain in a
separate, non-interest-bearing account, and the Trustee shall deposit in the
Collection Account the excess determined by the Trustee from time to time of the
amount in such account over the amount necessary to pay such taxes) and shall be
paid therefrom; provided that any such tax imposed on net income from
foreclosure property that exceeds the amount in any such reserve shall be
retained from Available Funds as provided in Section 3.06(viii) and the next
sentence. Except as provided in the preceding sentence, the Trustee is hereby
authorized to and shall retain or cause to be retained from the Collection
Account in determining the amount of Available Funds sufficient funds to pay or
provide for the payment of, and to actually pay, such tax as is legally owed by
the Upper-Tier REMIC or Lower-Tier REMIC (but such authorization shall not
prevent the Trustee from contesting, at the expense of the Trust Fund, any such
tax in appropriate proceedings, and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings). The Trustee is
hereby authorized to and shall segregate or cause to be segregated, into a
separate non-interest bearing account, (i) the net income from any "prohibited
transaction" under Code Section 860F(a) or (ii) the amount of any contribution
to the Upper-Tier REMIC or Lower-Tier REMIC after the Startup Day that is
subject to tax under Code Section 860G(d) and use such income or amount, to the
extent necessary, to pay such tax (and return the balance thereof, if any, to
the Lower-Tier Distribution Account or the Upper-Tier Distribution Account, as
the case may be). To the extent that any such tax is paid to the Internal
Revenue Service, the Trustee shall retain an equal amount from future amounts
otherwise distributable to the Holders of the [Class R] or the [Class LR]
Certificates, as the case may be, and shall distribute such retained amounts to
the Holders of Regular Certificates or to the Trustee in respect of the
Lower-Tier Regular Interests, as applicable, until they are fully reimbursed and
then to the Holders of the [Class R] Certificates or the [Class LR]
Certificates, as applicable. None of the Master Servicer, the Special Servicer
or the Trustee shall be responsible for any taxes imposed on the Upper-Tier
REMIC or Lower-Tier REMIC except to the extent such tax is attributable to a
breach of a representation or warranty of the Master Servicer, the Special
Servicer or the Trustee or an act or omission of the Master Servicer, the
Special Servicer or the Trustee in contravention of this Agreement in both
cases, provided, further, that such breach, act or omission could result in
liability under Section 6.03, in the case of the Master Servicer or Special
Servicer, as applicable, or Section 4.04 or 8.01, in the case of the Trustee.
Notwithstanding anything in this Agreement to the contrary, in each such case,
the Master Servicer or the Special Servicer shall not be responsible for
Trustee's breaches, acts or omissions, and the Trustee shall not be responsible
for the breaches, acts or omissions of the Master Servicer or the Special
Servicer.

            Section 4.06 Remittances; P&I Advances.

            On the Master Servicer Remittance Date immediately preceding each
Distribution Date, the Master Servicer shall:


                                     -151-
<PAGE>

            (i) remit to the Trustee for deposit in the Lower-Tier Distribution
      Account an amount equal to the Yield Maintenance Charges received by the
      Master Servicer in the Prepayment Period preceding such Distribution Date;

            (ii) remit to the Trustee for deposit in (a) the Lower-Tier
      Distribution Account an amount equal to the Available Funds (other than
      the amounts referred to in clause (iii) below and clause (d) of the
      definition of "Available Funds") and;

            (iii) make a P&I Advance, by deposit into the Lower-Tier
      Distribution Account, in an amount equal to the sum of the Applicable
      Monthly Payments for each Mortgage Loan to the extent such amounts were
      not received on such Mortgage Loan prior to the Business Day immediately
      preceding the Master Servicer Remittance Date (and therefore are not
      included in the remittance described in the preceding clause (ii)).

            The Master Servicer shall not be required or permitted to make an
advance for Balloon Payments, Excess Interest, Default Interest or Yield
Maintenance Charges. The amount required to be advanced in respect of Applicable
Monthly Payments on Mortgage Loans that have been subject to an Appraisal
Reduction Event will equal (i) the amount required to be advanced by the Master
Servicer, without giving effect to such Appraisal Reduction Amounts less (ii) an
amount equal to the product of (x) the amount required to be advanced by the
Master Servicer in respect to delinquent payments of interest without giving
effect to such Appraisal Reduction Amounts, and (y) a fraction, the numerator of
which is the Appraisal Reduction Amount with respect to such Mortgage Loan and
the denominator of which is the Stated Principal Balance as of the last day of
the related Collection Period.

            Any amount advanced by the Master Servicer pursuant to Section
4.06(iii) shall constitute a P&I Advance for all purposes of this Agreement and
the Master Servicer shall be entitled to reimbursement (with interest at the
Advance Rate).

            The Trustee shall notify the Master Servicer by telephone if as of
[3:00 p.m., New York City time], on the Master Servicer Remittance Date, the
Trustee has not received the amount of a required P&I Advance hereunder. If as
of [11:00 a.m., New York City time], on any Distribution Date the Master
Servicer shall not have made the P&I Advance required to have been made on the
related Master Servicer Remittance Date pursuant to Section 4.06(iii), the
Trustee shall no later than [1:00 p.m., New York City time], on such Business
Day deposit into the Lower-Tier Distribution Account in immediately available
funds an amount equal to the P&I Advances otherwise required to have been made
by the Master Servicer.

            Neither the Master Servicer nor the Trustee shall be obligated to
make a P&I Advance as to any Monthly Payment on any date on which a P&I Advance
is otherwise required to be made by this Section 4.06 if the Master Servicer or
the Trustee, as applicable, determines that such advance will be a
Nonrecoverable Advance. The Master Servicer shall be required to provide notice
to the Trustee on or prior to the Master Servicer Remittance Date of any such
non-recoverability determination made on or prior to such date. The Trustee
shall be entitled to rely, conclusively, on any determination by the Master
Servicer that a P&I Advance, if made, would be a Nonrecoverable Advance;
provided, however, that if the Master Servicer has failed to make a P&I Advance
for reasons other than a determination by the Master Servicer that such


                                     -152-
<PAGE>

Advance would be a Nonrecoverable Advance, the Trustee shall make such advance
within the time periods required by this Section 4.06 unless the Trustee, in
good faith, makes a determination prior to the times specified in this Section
4.06 that such advance would be a Nonrecoverable Advance. The Trustee, in
determining whether or not an Advance previously made is, or a proposed Advance,
if made, would be, a Nonrecoverable Advance shall be subject to the standards
applicable to the Master Servicer hereunder.

            The Master Servicer or the Trustee, as applicable, shall be entitled
to the reimbursement of P&I Advances it makes (together with interest thereon)
to the extent permitted pursuant to Section 3.06(ii) of this Agreement and the
Master Servicer hereby covenants and agrees to promptly seek and effect the
reimbursement of such Advances from the related Mortgagors to the extent
permitted by applicable law and the related Mortgage Loan; provided that,
notwithstanding the foregoing, if a Master Servicer, the Special Servicer or the
Trustee believes that it is in the best interest of the Holders of the
Investment Grade Certificates, it may, at its sole option, reimburse itself or
request that it be reimbursed, as applicable, for P&I Advances that are
Nonrecoverable Advances in installments over time and will continue to earn
Advance Interest until reimbursed.

            Section 4.07 Grantor Trust Reporting. The parties intend that the
portions of the Trust Fund consisting of Excess Interest, proceeds therefrom,
and the Excess Interest Distribution Account shall constitute, and that the
affairs of the Trust Fund (exclusive of the Trust REMICs) shall be conducted so
as to qualify such portion as, a "grantor trust" under subpart E of Part I of
subchapter J of the Code, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, the Trustee
shall furnish or cause to be furnished to the [Class S] Certificateholders and
shall file or cause to be filed with the Internal Revenue Service together with
Form 1041 or such other form as may be applicable, income with respect to their
allocable share of Excess Interest at the time or times and in the manner
required by the Code.

                                    ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates. The Certificates consist of the
[Class A-1] Certificates, the [Class A-2] Certificates, the [Class A-3]
Certificates, the [Class X-1] Certificates, the [Class X-2] Certificates, the
[Class B] Certificates, the [Class C] Certificates, the [Class D] Certificates,
the [Class E] Certificates, the [Class F] Certificates, the [Class G]
Certificates, the [Class H] Certificates, the [Class J] Certificates, the [Class
K] Certificates, the [Class L] Certificates, the [Class M] Certificates, the
[Class N] Certificates, the [Class O] Certificates, the [Class P] Certificates,
the [Class S] Certificates, the [Class R] Certificates, and the [Class LR]
Certificates.

            The [Class A-1], [Class A-2], [Class A-3], [Class X-1], [Class X-2],
[Class B], [Class C], [Class D], [Class E], [Class F], [Class G], [Class H],
[Class J], [Class K], [Class L], [Class M], [Class N], [Class O], [Class P],
[Class S], [Class R] and [Class LR] Certificates will be substantially in the
forms annexed hereto as Exhibits A-1 through A-23 respectively. The Certificates
of each Class (other than the Residual Certificates) will be issuable in
registered


                                     -153-
<PAGE>

form only, in minimum denominations of authorized initial Certificate Principal
Amount or Notional Amount, as applicable, as described in the succeeding table,
and multiples of $1 in excess thereof. With respect to any Certificate or any
beneficial interest in a Certificate, the "Denomination" thereof shall be (i)
the amount (a) set forth on the face thereof or (b) in the case of any Global
Certificate, set forth on a schedule attached thereto or, in the case of any
beneficial interest in a Global Certificate, the product of the Percentage
Interest represented by such beneficial interest and the amount set forth on
such schedule of the related Global Certificate, (ii) expressed in terms of
initial Certificate Principal Amount or Notional Amount, as applicable, and
(iii) be in an authorized denomination, as set forth below. With respect to the
Private Certificates, on the Closing Date, the Trustee or the Authenticating
Agent shall execute and authenticate and the Certificate Registrar shall deliver
(i) Rule 144A global Private Certificates (the "Rule 144A Global Certificates")
in definitive, fully registered form without interest coupons, (ii) Regulation S
global Private Certificates (the "Regulation S Global Certificates") in
definitive, fully registered form without interest coupons, or (iii) one or
more, if any, Individual Certificates, in each case substantially in the form of
Exhibits A-4 and A-7 through A-19 hereto, respectively. Each Certificate will
share ratably in all rights of the related Class. The [Class R] and [Class LR]
Certificates will each be issuable in one or more Individual Certificates in
minimum denominations of 5% Percentage Interests and integral multiples of a 1%
Percentage Interest in excess thereof and together aggregating the entire 100%
Percentage Interest in each such Class.


                                     -154-
<PAGE>


               Class                         Minimum Denomination
  ------------------------------   ------------------------------------------
              [A-1]                               $[10,000.00]

              [A-2]                               $[10,000.00]

              [A-3]                               $[10,000.00]

              [X-1]                            $[5,000,000.00]

              [X-2]                            $[5,000,000.00]

               [B]                                $[10,000.00]

               [C]                                $[10,000.00]

               [D]                                $[10,000.00]

               [E]                                $[10,000.00]

               [F]                                $[10,000.00]

               [G]                                $[10,000.00]

               [H]                                $[10,000.00]

               [J]                                $[10,000.00]

               [K]                                $[10,000.00]

               [L]                                $[10,000.00]

               [M]                                $[10,000.00]

               [N]                                $[10,000.00]

               [O]                                $[10,000.00]

               [P]                                $[10,000.00]

               [S]                                $[10,000.00]

            The Global Certificates shall be issued as one or more certificates
registered in the name of a nominee designated by the Depository, and Beneficial
Owners shall hold interests in the Global Certificates through the book-entry
facilities of the Depository in the minimum Denominations and aggregate
Denominations and Classes as set forth above. The Global Certificates shall in
all respects be entitled to the same benefits under this Agreement as Individual
Certificates authenticated and delivered hereunder.


                                     -155-
<PAGE>

            Except insofar as pertains to any Individual Certificate, the Trust
Fund, the Paying Agent and the Trustee may for all purposes (including the
making of payments due on the Global Certificates and the giving of notice to
Holders thereof) deal with the Depository as the authorized representative of
the Beneficial Owners with respect to the Global Certificates for the purposes
of exercising the rights of Certificateholders hereunder; provided, however,
that, for purposes of providing information pursuant to Section 3.20 or
transmitting communications pursuant to Section 5.05(a), to the extent that the
Depositor has provided the Trustee with the names of Beneficial Owners, the
Trustee shall provide such information to such Beneficial Owners directly. The
rights of Beneficial Owners with respect to Global Certificates shall be limited
to those established by law and agreements between such Beneficial Owners and
the Depository and Depository Participants. Except in the limited circumstances
described below, Beneficial Owners of Public Global Certificates shall not be
entitled to physical certificates for the Public Global Certificates as to which
they are the Beneficial Owners. Requests and directions from, and votes of, the
Depository as Holder of the Global Certificates shall not be deemed inconsistent
if they are made with respect to different Beneficial Owners. Subject to the
restrictions on transfer set forth in Section 5.02 and Applicable Procedures, a
Beneficial Owner of a Private Global Certificate may request that the Depositor,
or an agent thereof, cause the Depository (or any Agent Member) to notify the
Certificate Registrar and the Certificate Custodian in writing of a request for
transfer or exchange of such beneficial interest for an Individual Certificate
or Certificates. Upon receipt of such a request and payment by the related
Beneficial Owner of any attendant expenses, the Depositor shall cause the
issuance and delivery of such Individual Certificates. The Certificate Registrar
may establish a reasonable record date in connection with solicitations of
consents from or voting by Certificateholders and give notice to the Depository
of such record date. Without the written consent of the Depositor and the
Certificate Registrar, no Global Certificate may be transferred by the
Depository except to a successor Depository that agrees to hold the Global
Certificates for the account of the Beneficial Owners.

            Any of the Certificates may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
The Global Certificates (i) shall be delivered by the Certificate Registrar to
the Depository or, pursuant to the Depository's instructions on behalf of the
Depository to, and deposited with, the Certificate Custodian, and in either case
shall be registered in the name of Cede & Co. and (ii) shall bear a legend
substantially to the following effect:

            "Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the Certificate Registrar for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein."


                                     -156-
<PAGE>

            The Global Certificates may be deposited with such other Depository
as the Certificate Registrar may from time to time designate, and shall bear
such legend as may be appropriate.

            If (i) the Depository advises the Trustee in writing that the
Depository is no longer willing, qualified or able properly to discharge its
responsibilities as Depository, and the Depositor is unable to locate a
qualified successor, (ii) the Depositor or the Trustee, at its sole option,
elects to terminate the book-entry system through the Depository with respect to
all or any portion of any Class of Certificates or (iii) after the occurrence of
an Event of Default, Beneficial Owners owning not less than a majority in
Certificate Principal Amount or Notional Amount, as applicable, of the Global
Certificate for any Class then outstanding advise the Depository through
Depository Participants in writing that the continuation of a book-entry system
through the Depository is no longer in the best interest of the Beneficial Owner
or Owners of such Global Certificate, the Trustee shall notify the affected
Beneficial Owners through the Depository of the occurrence of such event and the
availability of Individual Certificates to such Beneficial Owner or Owners
requesting them. Upon surrender to the Trustee of Global Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Trustee shall issue the Individual Certificates.
Neither the Trustee, the Certificate Registrar, the Master Servicer, the Special
Servicer nor the Depositor shall be liable for any actions taken by the
Depository or its nominee, including, without limitation, any delay in delivery
of such instructions. Upon the issuance of Individual Certificates, the Trustee,
the Certificate Registrar, the Master Servicer, the Special Servicer, and the
Depositor shall recognize the Holders of Individual Certificates as
Certificateholders hereunder.

            If the Trustee, its agents or the Master Servicer or Special
Servicer has instituted or has been directed to institute any judicial
proceeding in a court to enforce the rights of the Certificateholders under the
Certificates, and the Trustee, the Master Servicer or the Special Servicer has
been advised by counsel that in connection with such proceeding it is necessary
or appropriate for the Trustee, the Master Servicer or the Special Servicer to
obtain possession of the Certificates, the Trustee, the Master Servicer or the
Special Servicer may in its sole discretion determine that the Certificates
represented by the Global Certificates shall no longer be represented by such
Global Certificates. In such event, the Trustee or the Authenticating Agent will
execute and authenticate and the Certificate Registrar will deliver, in exchange
for such Global Certificates, Individual Certificates (and if the Trustee or the
Certificate Custodian has in its possession Individual Certificates previously
executed, the Authenticating Agent will authenticate and the Certificate
Registrar will deliver such Certificates) in a Denomination equal to the
aggregate Denomination of such Global Certificates.

            If the Trust ceases to be subject to Section 13 or 15(d) of the
Exchange Act, the Trustee shall make available to each Holder of a Private
Certificate or a [Class R] or [Class LR] Certificate, upon request of such a
Holder, information substantially equivalent in scope to the information
currently filed by the Master Servicer and/or the Trustee with the Commission
pursuant to the Exchange Act, plus such additional information required to be
provided for securities qualifying for resales under Rule 144A under the Act
which information shall be provided on a timely basis to the Trustee by the
Master Servicer.


                                     -157-
<PAGE>

            Each Certificate may be printed or in typewritten or similar form,
and each Certificate shall, upon original issue, be executed and authenticated
by the Trustee or the Authenticating Agent and delivered to the Depositor. All
Certificates shall be executed by manual or facsimile signature on behalf of the
Trustee or Authenticating Agent by an authorized officer or signatory.
Certificates bearing the signature of an individual who was at any time the
proper officer or signatory of the Trustee or Authenticating Agent shall bind
the Trustee or Authenticating Agent, notwithstanding that such individual has
ceased to hold such office or position prior to the delivery of such
Certificates or did not hold such office or position 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 in the form set forth in Exhibits A-1 through
A-21 executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate 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
authentication.

            Section 5.02 Registration, Transfer and Exchange of Certificates.
(a) The Trustee shall keep or cause to be kept at the Corporate Trust Office
books (the "Certificate Register") for the registration, transfer and exchange
of Certificates (the Trustee, in such capacity, being the "Certificate
Registrar"). The names and addresses of all Certificateholders and the names and
addresses of the transferees of any Certificates shall be registered in the
Certificate Register; provided, however, in no event shall the Certificate
Registrar be required to maintain in the Certificate Register the names of the
individual participants holding beneficial interests in the Trust Fund through
the Depository. The Person in whose name any Certificate is so registered shall
be deemed and treated as the sole owner and Holder thereof for all purposes of
this Agreement and the Certificate Registrar, the Master Servicer, the Trustee,
any Paying Agent and any agent of any of them shall not be affected by any
notice or knowledge to the contrary. An Individual Certificate is transferable
or exchangeable only upon the surrender of such Certificate to the Certificate
Registrar at the Corporate Trust Office together with an assignment and transfer
(executed by the Holder or his duly authorized attorney), subject to the
applicable requirements of this Section 5.02. Upon request of the Trustee, the
Certificate Registrar shall provide the Trustee with the names, addresses and
Percentage Interests of the Holders.

            (b) Upon surrender for registration of transfer of any Individual
Certificate, subject to the applicable requirements of this Section 5.02, the
Trustee shall execute and the Authenticating Agent shall duly authenticate in
the name of the designated transferee or transferees, one or more new
Certificates in Denominations of a like aggregate Denomination as the Individual
Certificate being surrendered. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e). Each Certificate
surrendered for registration of transfer shall be canceled and subsequently
destroyed by the Certificate Registrar. Each new Certificate issued pursuant to
this Section 5.02 shall be registered in the name of any Person as the
transferring Holder may request, subject to the applicable provisions of this
Section 5.02.

            (c) In addition to the applicable provisions of this Section 5.02
and the rules of the Depository, the exchange, transfer and registration of
transfer of Individual Certificates or beneficial interests in the Private
Global Certificates shall be subject to the following restrictions:


                                     -158-
<PAGE>

            (i) Transfers between Holders of Individual Certificates. With
      respect to the transfer and registration of transfer of an Individual
      Certificate representing an interest in the Private Certificates or the
      [Class R] or [Class LR] Certificates to a transferee that takes delivery
      in the form of an Individual Certificate:

                  (A) The Certificate Registrar shall register the transfer of
            an Individual Certificate if the requested transfer is being made by
            a transferee who has provided the Certificate Registrar with an
            Investment Representation Letter substantially in the form of
            Exhibit D-1 hereto (an "Investment Representation Letter"), to the
            effect that the transfer is being made to a Qualified Institutional
            Buyer in accordance with Rule 144A;

                  (B) The Certificate Registrar shall register the transfer of
            an Individual Certificate (other than a Residual Certificate)
            pursuant to Regulation S after the expiration of the Restricted
            Period if the transferor has provided the Certificate Registrar with
            a Regulation S Transfer Certificate substantially in the form of a
            Regulation S Transfer Certificate; and

                  (C) The Certificate Registrar shall register the transfer of
            an Individual Certificate (other than a Residual Certificate) if
            prior to the transfer (i) two years have expired after the later of
            the Closing Date or the last date on which the Depositor or any
            Affiliate thereof held such Certificate, or (ii) such transferee
            furnishes to the Certificate Registrar (1) an Investment
            Representation Letter to the effect that the transfer is being made
            to an Institutional Accredited Investor in accordance with an
            applicable exemption under the Act, and (2) an opinion of counsel
            acceptable to the Certificate Registrar that such transfer is in
            compliance with the Act;

      and, in each case the Certificate Registrar shall register the transfer of
      an Individual Certificate only if prior to the transfer the transferee
      furnishes to the Certificate Registrar a written undertaking by the
      transferor to reimburse the Trust for any costs incurred by it in
      connection with the proposed transfer.

            (ii) Transfers within the Private Global Certificates.
      Notwithstanding any provision to the contrary herein, so long as a Private
      Global Certificate remains outstanding and is held by or on behalf of the
      Depository, transfers within the Private Global Certificates shall only be
      made in accordance with this Section 5.02(c)(ii).

                  (A) Rule 144A Global Certificate to Regulation S Global
            Certificate During the Restricted Period. If, during the Restricted
            Period, a Beneficial Owner of an interest in a Rule 144A Global
            Certificate wishes at any time to transfer its beneficial interest
            in such Rule 144A Global Certificate to a Person who wishes to take
            delivery thereof in the form of a beneficial interest in the related
            Regulation S Global Certificate, such Beneficial Owner may, in
            addition to complying with all applicable rules and procedures of
            the Depository and Clearstream or Euroclear applicable to transfers
            by their respective participants (the "Applicable Procedures"),
            transfer or cause the transfer of such beneficial


                                     -159-
<PAGE>

            interest for an equivalent beneficial interest in the Regulation S
            Global Certificate only upon compliance with the provisions of this
            Section 5.02(c)(ii)(A). Upon receipt by the Certificate Registrar at
            its Corporate Trust Office of (1) written instructions given in
            accordance with the Applicable Procedures from an Agent Member
            directing the Certificate Registrar to credit or cause to be
            credited to another specified Agent Member's account a beneficial
            interest in the Regulation S Global Certificate in an amount equal
            to the Denomination of the beneficial interest in the Rule 144A
            Global Certificate to be transferred, (2) a written order given in
            accordance with the Applicable Procedures containing information
            regarding the account of the Agent Member (and the [Euroclear or
            Clearstream] account, as the case may be) to be credited with, and
            the account of the Agent Member to be debited for, such beneficial
            interest, and (3) a certificate in the form of Exhibit J hereto
            given by the Beneficial Owner that is transferring such interest,
            the Certificate Registrar shall instruct the Depository or the
            Certificate Custodian, as applicable, to reduce the Denomination of
            the Rule 144A Global Certificate by the Denomination of the
            beneficial interest in the Rule 144A Global Certificate to be so
            transferred and, concurrently with such reduction, to increase the
            Denomination of the Regulation S Global Certificate by the
            Denomination of the beneficial interest in the Rule 144A Global
            Certificate to be so transferred, and to credit or cause to be
            credited to the account of the Person specified in such instructions
            (who shall be an Agent Member acting for or on behalf of [Euroclear]
            or [Clearstream], or both, as the case may be) a beneficial interest
            in the Regulation S Global Certificate having a Denomination equal
            to the amount by which the Denomination of the Rule 144A Global
            Certificate was reduced upon such transfer.

                  (B) Rule 144A Global Certificate to Regulation S Global
            Certificate After the Restricted Period. If, after the Restricted
            Period, a Beneficial Owner of an interest in a Rule 144A Global
            Certificate wishes at any time to transfer its beneficial interest
            in such Rule 144A Global Certificate to a Person who wishes to take
            delivery thereof in the form of a beneficial interest in the
            Regulation S Global Certificate, such holder may, in addition to
            complying with all Applicable Procedures, transfer or cause the
            transfer of such beneficial interest for an equivalent beneficial
            interest in the Regulation S Global Certificate only upon compliance
            with the provisions of this Section 5.02(c)(ii)(B). Upon receipt by
            the Certificate Registrar at its Corporate Trust Office of (1)
            written instructions given in accordance with the Applicable
            Procedures from an Agent Member directing the Certificate Registrar
            to credit or cause to be credited to another specified Agent
            Member's account a beneficial interest in the Regulation S Global
            Certificate in an amount equal to the Denomination of the beneficial
            interest in the Rule 144A Global Certificate to be transferred, (2)
            a written order given in accordance with the Applicable Procedures
            containing information regarding the account of the Agent Member
            (and, in the case of a transfer pursuant to and in accordance with
            Regulation S, the [Euroclear] or [Clearstream] account, as the case
            may be) to be credited with, and the account of the Agent Member to
            be debited for, such beneficial interest, and (3) a certificate in
            the form of Exhibit K hereto given by the Beneficial Owner that is
            transferring such interest, the


                                     -160-
<PAGE>

            Certificate Registrar shall instruct the Depository or the
            Certificate Custodian, as applicable, to reduce the Denomination of
            the Rule 144A Global Certificate by the aggregate Denomination of
            the beneficial interest in the Rule 144A Global Certificate to be so
            transferred and, concurrently with such reduction, to increase the
            Denomination of the Regulation S Global Certificate by the aggregate
            Denomination of the beneficial interest in the Rule 144A Global
            Certificate to be so transferred, and to credit or cause to be
            credited to the account of the Person specified in such instructions
            (who shall be an Agent Member acting for or on behalf of [Euroclear]
            or [Clearstream], or both, as the case may be) a beneficial interest
            in the Regulation S Global Certificate having a Denomination equal
            to the amount by which the Denomination of the Rule 144A Global
            Certificate was reduced upon such transfer.

                  (C) Regulation S Global Certificate to Rule 144A Global
            Certificate. If the Beneficial Owner of an interest in a Regulation
            S Global Certificate wishes at any time to transfer its beneficial
            interest in such Regulation S Global Certificate to a Person who
            wishes to take delivery thereof in the form of a beneficial interest
            in the Rule 144A Global Certificate, such holder may, in addition to
            complying with all Applicable Procedures, transfer or cause the
            transfer of such beneficial interest for an equivalent beneficial
            interest in the Rule 144A Global Certificate only upon compliance
            with the provisions of this Section 5.02(c)(ii)(C). Upon receipt by
            the Certificate Registrar at its Corporate Trust Office of (1)
            written instructions given in accordance with the Applicable
            Procedures from an Agent Member directing the Certificate Registrar
            to credit or cause to be credited to another specified Agent
            Member's account a beneficial interest in the Rule 144A Global
            Certificate in an amount equal to the Denomination of the beneficial
            interest in the Regulation S Global Certificate to be transferred,
            (2) a written order given in accordance with the Applicable
            Procedures containing information regarding the account of the Agent
            Member to be credited with, and the account of the Agent Member (or,
            if such account is held for [Euroclear] or [Clearstream], the
            [Euroclear] or [Clearstream] account, as the case may be) to be
            debited for such beneficial interest, and (3) with respect to a
            transfer of a beneficial interest in the Regulation S Global
            Certificate for a beneficial interest in the related Rule 144A
            Global Certificate (i) during the Restricted Period, a certificate
            in the form of Exhibit L hereto given by the Beneficial Owner, or
            (ii) after the Restricted Period, an Investment Representation
            Letter from the transferee to the effect that such transferee is a
            Qualified Institutional Buyer, the Certificate Registrar shall
            instruct the Depository or the Certificate Custodian, as applicable,
            to reduce the Denomination of the Regulation S Global Certificate by
            the Denomination of the beneficial interest in the Regulation S
            Global Certificate to be transferred, and, concurrently with such
            reduction, to increase the Denomination of the Rule 144A Global
            Certificate by the aggregate Denomination of the beneficial interest
            in the Regulation S Global Certificate to be so transferred, and to
            credit or cause to be credited to the account of the Person
            specified in such instructions (who shall be an Agent Member acting
            for or on behalf of [Euroclear] or [Clearstream], or both, as the
            case may be) a beneficial interest in the Rule 144A Global
            Certificate having a


                                     -161-
<PAGE>

            Denomination equal to the amount by which the Denomination of the
            Regulation S Global Certificate was reduced upon such transfer.

                  (D) Transfers Within Regulation S Global Certificate During
            Restricted Period. If, during the Restricted Period, the Beneficial
            Owner of an interest in a Regulation S Global Certificate wishes at
            any time to transfer its beneficial interest in such certificate to
            a Person who wishes to take delivery thereof in the form of such
            Regulation S Global Certificate, such Beneficial Owner may transfer
            or cause the transfer of such beneficial interest for an equivalent
            beneficial interest in such Regulation S Global Certificate only
            upon compliance with the provisions of this Section 5.02(c)(ii)(D)
            and all Applicable Procedures. Upon receipt by the Certificate
            Registrar at its Corporate Trust Office of (1) written instructions
            given in accordance with the Applicable Procedures from an Agent
            Member directing the Certificate Registrar to credit or cause to be
            credited to another specified Agent Member's account a beneficial
            interest in such Regulation S Global Certificate in an amount equal
            to the Denomination of the beneficial interest to be transferred,
            (2) a written order given in accordance with the Applicable
            Procedures containing information regarding the account of the Agent
            Member to be credited with, and the account of the Agent Member (or,
            if such account is held for [Euroclear] or [Clearstream], the
            [Euroclear] or [Clearstream] account, as the case may be) to be
            debited for, such beneficial interest and (3) a certificate in the
            form of Exhibit M hereto given by the transferee, the Certificate
            Registrar shall instruct the Depository or the Certificate
            Custodian, as applicable, to credit or cause to be credited to the
            account of the Person specified in such instructions (who shall be
            an Agent Member acting for or on behalf of [Euroclear] or
            [Clearstream], or both, as the case may be) a beneficial interest in
            the Regulation S Global Certificate having a Denomination equal to
            the amount specified in such instructions by which the account to be
            debited was reduced upon such transfer.

            (iii) Transfers from the Private Global Certificates to Individual
      Certificates. Any and all transfers from a Private Global Certificate to a
      transferee wishing to take delivery in the form of an Individual
      Certificate will require the transferee to take delivery subject to the
      restrictions on the transfer of such Individual Certificate described on
      the face of such Certificate, and such transferee agrees that it will
      transfer such Individual Certificate only as provided therein and herein.
      No such transfer shall be made and the Certificate Registrar shall not
      register any such transfer unless such transfer is made in accordance with
      this Section 5.02(c)(iii).

                  (A) Transfers of a beneficial interest in a Private Global
            Certificate to an Institutional Accredited Investor will require
            delivery in the form of an Individual Certificate and the
            Certificate Registrar shall register such transfer only upon
            compliance with the provisions of Section 5.02(c)(i)(C).

                  (B) Transfers of a beneficial interest in a Private Global
            Certificate to a Qualified Institutional Buyer or a Regulation S
            Investor wishing to take delivery in the form of an Individual
            Certificate will be registered by the Certificate


                                     -162-
<PAGE>

            Registrar only upon compliance with the provisions of Sections
            5.02(c)(i)(A) and (B), respectively.

                  (C) Notwithstanding the foregoing, no transfer of a beneficial
            interest in a Regulation S Global Certificate to an Individual
            Certificate pursuant to subparagraph (B) above shall be made prior
            to the expiration of the Restricted Period. Upon acceptance for
            exchange or transfer of a beneficial interest in a Private Global
            Certificate for an Individual Certificate, as provided herein, the
            Certificate Registrar shall endorse on the schedule affixed to the
            related Private Global Certificate (or on a continuation of such
            schedule affixed to such Private Global Certificate and made a part
            thereof) an appropriate notation evidencing the date of such
            exchange or transfer and a decrease in the Denomination of such
            Private Global Certificate equal to the Denomination of such
            Individual Certificate issued in exchange therefor or upon transfer
            thereof. Unless determined otherwise by the Depositor in accordance
            with applicable law, an Individual Certificate issued upon transfer
            of or exchange for a beneficial interest in the Private Global
            Certificate shall bear the Securities Legend.

            (iv) Transfers of Individual Certificates to the Private Global
      Certificates. If a Holder of an Individual Certificate wishes at any time
      to transfer such Certificate to a Person who wishes to take delivery
      thereof in the form of a beneficial interest in the related Regulation S
      Global Certificate or the related Rule 144A Global Certificate, such
      transfer may be effected only in accordance with the Applicable
      Procedures, and this Section 5.02(c)(iv). Upon receipt by the Certificate
      Registrar at the Corporate Trust Office of (1) the Individual Certificate
      to be transferred with an assignment and transfer pursuant to Section
      5.02(a), (2) written instructions given in accordance with the Applicable
      Procedures from an Agent Member directing the Certificate Registrar to
      credit or cause to be credited to another specified Agent Member's account
      a beneficial interest in such Regulation S Global Certificate or such Rule
      144A Global Certificate, as the case may be, in an amount equal to the
      Denomination of the Individual Certificate to be so transferred, (3) a
      written order given in accordance with the Applicable Procedures
      containing information regarding the account of the Agent Member (and, in
      the case of any transfer pursuant to Regulation S, the [Euroclear] or
      [Clearstream] account, as the case may be) to be credited with such
      beneficial interest, and (4) (x) if delivery is to be taken in the form of
      a beneficial interest in the Regulation S Global Certificate, a Regulation
      S Transfer Certificate from the transferor or (y) an Investment
      Representation Letter from the transferee to the effect that such
      transferee is a Qualified Institutional Buyer, if delivery is to be taken
      in the form of a beneficial interest in the Rule 144A Global Certificate,
      the Certificate Registrar shall cancel such Individual Certificate,
      execute and deliver a new Individual Certificate for the Denomination of
      the Individual Certificate not so transferred, registered in the name of
      the Holder, and the Certificate Registrar shall instruct the Depository or
      the Certificate Custodian, as applicable, to increase the Denomination of
      the Regulation S Global Certificate or the Rule 144A Global Certificate,
      as the case may be, by the Denomination of the Individual Certificate to
      be so transferred, and to credit or cause to be credited to the account of
      the Person specified in such instructions (who, in the case of any
      increase in the Regulation S Global Certificate during the Restricted
      Period, shall be an Agent Member acting for or on


                                     -163-
<PAGE>

      behalf of [Euroclear] or [Clearstream], or both, as the case may be) a
      corresponding Denomination of the Rule 144A Global Certificate or the
      Regulation S Global Certificate, as the case may be.

            It is the intent of the foregoing that under no circumstances may an
      Institutional Accredited Investor that is not a Qualified Institutional
      Buyer take delivery in the form of a beneficial interest in a Private
      Global Certificate.

            (v) All Transfers. An exchange of a beneficial interest in a Private
      Global Certificate for an Individual Certificate or Certificates, an
      exchange of an Individual Certificate or Certificates for a beneficial
      interest in the Private Global Certificate and an exchange of an
      Individual Certificate or Certificates for another Individual Certificate
      or Certificates (in each case, whether or not such exchange is made in
      anticipation of subsequent transfer, and in the case of the Private Global
      Certificates, so long as the Private Global Certificates remain
      outstanding and are held by or on behalf of the Depository), may be made
      only in accordance with this Section 5.02 and in accordance with the rules
      of the Depository and Applicable Procedures.

            (d) If Certificates are issued upon the transfer, exchange or
replacement of Certificates not bearing the Securities Legend, the Certificates
so issued shall not bear the Securities Legend. If Certificates are issued upon
the transfer, exchange or replacement of Certificates bearing the Securities
Legend, or if a request is made to remove the Securities Legend on a
Certificate, the Certificates so issued shall bear the Securities Legend, or the
Securities Legend shall not be removed, as the case may be, unless there is
delivered to the Certificate Registrar such satisfactory evidence, which may
include an opinion of counsel (at the expense of the party requesting the
removal of such legend) familiar with United States securities laws, as may be
reasonably required by the Certificate Registrar, that neither the Securities
Legend nor the restrictions on transfers set forth therein are required to
ensure that transfers of any Certificate comply with the provisions of Rule
144A, Rule 144 or Regulation S under the Act or that such Certificate is not a
"restricted security" within the meaning of Rule 144 under the Act. Upon
provision of such satisfactory evidence, the Certificate Registrar shall execute
and deliver a Certificate that does not bear the Securities Legend.

            (e) Subject to the restrictions on transfer and exchange set forth
in this Section 5.02, the Holder of any Individual Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized Denomination) by surrendering such Certificate at the Corporate Trust
Office or at the office of any transfer agent appointed as provided under this
Agreement, together with an instrument of assignment or transfer (executed by
the Holder or its duly authorized attorney), in the case of transfer, and a
written request for exchange in the case of exchange. Following a proper request
for transfer or exchange, the Certificate Registrar shall, within five Business
Days of such request if made at such Corporate Trust Office, or within ten
Business Days if made at the office of a transfer agent (other than the
Certificate Registrar), execute and deliver at the Corporate Trust Office or at
the office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or Holder (in the case of exchange) or send by first class
mail (at the risk of the transferee in the case of transfer or Holder in the
case of exchange) to such address as the transferee or Holder, as applicable,
may request, an Individual Certificate or Certificates, as the case may require,
for a like aggregate


                                     -164-
<PAGE>

Denomination and in such Denomination or Denominations as may be requested. The
presentation for transfer or exchange of any Individual Certificate shall not be
valid unless made at the Corporate Trust Office or at the office of a transfer
agent by the registered Holder in person, or by a duly authorized
attorney-in-fact. The Certificate Registrar may decline to accept any request
for an exchange or registration of transfer of any Certificate during the period
of fifteen days preceding any Distribution Date.

            (f) An Individual Certificate (other than an Individual Certificate
issued in exchange for a beneficial interest in a Public Global Certificate
pursuant Section 5.01) or a beneficial interest in a Private Global Certificate
may only be transferred to Eligible Investors in accordance with the provisions
set forth herein. In the event that a Responsible Officer of the Certificate
Registrar becomes aware that such an Individual Certificate or beneficial
interest in a Private Global Certificate is being held by or for the benefit of
a Person who is not an Eligible Investor, or that such holding is unlawful under
the laws of a relevant jurisdiction, then the Certificate Registrar shall have
the right to void such transfer, if permitted under applicable law, or to
require the investor to sell such Individual Certificate or beneficial interest
in a Private Global Certificate to an Eligible Investor within fourteen days
after notice of such determination and each Certificateholder by its acceptance
of a Certificate authorizes the Certificate Registrar to take such action.

            (g) Subject to the provisions of this Section 5.02 regarding
transfer and exchange, transfers of the Global Certificates shall be limited to
transfers of such Global Certificates in whole, but not in part, to nominees of
the Depository or to a successor of the Depository or such successor's nominee.

            (h) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02 other than for transfers to
Institutional Accredited Investors, as provided herein. In connection with any
transfer to an Institutional Accredited Investor, the transferor shall reimburse
the Trust Fund for any costs (including the cost of the Certificate Registrar's
counsel's review of the documents and any legal opinions, submitted by the
transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

            (i) The Certificate Registrar may as a condition of the registration
of any transfer of the Private Certificates or the [Class R] and [Class LR]
Certificates require the transferor to furnish other certifications, legal
opinions or other information (at the transferor's expense) as it may reasonably
require to confirm that the proposed transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Act and other applicable laws.

            (j) Neither the Depositor, the Master Servicer, the Trustee nor the
Certificate Registrar is obligated to register or qualify the Private
Certificates or the [Class R] or [Class LR] Certificates under the 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 registration or


                                     -165-
<PAGE>

qualification. Any such Certificateholder desiring to effect such transfer
shall, and does hereby agree to, indemnify the Depositor, the Master Servicer,
the Trustee and the Certificate Registrar against any loss, liability or expense
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

            (k) No transfer of any [Class K], [Class L], [Class M], [Class N],
[Class O], [Class P], [Class S], [Class R] or [Class LR] Certificate (each, a
"Restricted Certificate") shall be made to (i) an employee benefit plan or other
retirement arrangement, including an individual retirement account or a Keogh
plan, which is subject to Title I of ERISA or Section 4975 of the Code, or a
governmental plan (as defined in Section 3(32) of ERISA) that is subject to any
federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each, a "Plan") or
(ii) a collective investment fund in which such Plans are invested, an insurance
company that is using assets of separate accounts or general accounts which
include assets of Plans (or which are deemed pursuant to ERISA or Similar Law to
include assets of Plans) or other Person acting on behalf of any such Plan or
using the assets of any such Plan to acquire any such Restricted Certificate,
other than (with respect to any transfer of a Restricted Certificate that is a
Subordinate Certificate) an insurance company investing the assets of its
general account under circumstances whereby the purchase and holding of such
Restricted Certificate by such insurance company would be exempt from the
prohibited transaction provisions of ERISA and Section 4975 of the Code under
Prohibited Transaction Class Exemption 95-60. Each prospective transferee of a
Restricted Certificate that takes the form of an Individual Certificate shall
either (1) deliver to the Depositor, the Certificate Registrar and the Trustee a
representation letter, substantially in the form of Exhibit D-2 hereto, stating
that the prospective transferee is not a Person referred to in (i) or (ii) above
or (2) in the event the transferee is such a Person, except in the case of a
Residual Certificate, which may not be transferred unless the transferee
represents it is not such a Person, the prospective transferee shall provide to
the Depositor, the Trustee and the Certificate Registrar an opinion of counsel
which establishes to the satisfaction of the Depositor, the Trustee and the
Certificate Registrar that the purchase or holding of the Restricted
Certificates by or on behalf of a Plan will not result in the assets of the
Trust Fund being deemed to be "plan assets" and subject to Title I of ERISA,
Section 4975 of the Code or Similar Law, will not constitute or result in a
prohibited transaction within the meaning of ERISA or Section 4975 of the Code,
or a materially similar characterization under any Similar Law, and will not
subject the Master Servicer, the Special Servicer, the Depositor, the Trustee or
the Certificate Registrar to any obligation or liability (including obligations
or liabilities under ERISA, Section 4975 of the Code or any Similar Law) in
addition to those set forth in this Agreement, which opinion of counsel shall
not be an expense of the Trustee, the Trust Fund, the Master Servicer, the
Special Servicer, the Certificate Registrar or the Depositor. The Certificate
Registrar shall not register the transfer of an Individual Certificate that is a
Restricted Certificate unless the transferee has provided the representation
letter or opinion of counsel referred to in the preceding sentence. The
transferee of a beneficial interest in a Global Certificate that is a Restricted
Certificate shall be deemed to represent that it is not a Person or entity
referred to in (i) or (ii) above. Any transfer of a Restricted Certificate that
would result in a prohibited transaction under ERISA or Section 4975 of the
Code, or a materially similar characterization under any Similar Law, shall be
deemed absolutely null and void ab initio.


                                     -166-
<PAGE>

            (l) Each Person who has or acquires any Ownership Interest shall be
deemed by the acceptance or acquisition of such Ownership Interest to have
agreed to be bound by the following provisions and the rights of each Person
acquiring any Ownership Interest are expressly subject to the following
provisions:

            (i) Each Person acquiring or holding any Ownership Interest shall be
      a Permitted Transferee and shall not acquire or hold such Ownership
      Interest as agent (including a broker, nominee or other middleman) on
      behalf of any Person that is not a Permitted Transferee. Any such Person
      shall promptly notify the Certificate Registrar of any change or impending
      change in its status (or the status of the beneficial owner of such
      Ownership Interest) as a Permitted Transferee. Any acquisition described
      in the first sentence of this Section 5.02(l) by a Person who is not a
      Permitted Transferee or by a Person who is acting as an agent of a Person
      who is not a Permitted Transferee shall be void and of no effect, and the
      immediately preceding owner who was a Permitted Transferee shall be
      restored to registered and beneficial ownership of the Ownership Interest
      as fully as possible.

            (ii) No Ownership Interest may be Transferred, and no such Transfer
      shall be registered in the Certificate Register, without the express
      written consent of the Certificate Registrar, and the Certificate
      Registrar shall not recognize the Transfer, and such proposed Transfer
      shall not be effective, without such consent with respect thereto. In
      connection with any proposed Transfer of any Ownership Interest, the
      Certificate Registrar shall, as a condition to such consent, (x) require
      delivery to it in form and substance satisfactory to it, and the proposed
      transferee shall deliver to the Certificate Registrar and to the proposed
      transferor an affidavit in substantially the form attached as Exhibit C-1
      (a "Transferee Affidavit") of the proposed transferee (a) that such
      proposed transferee is a Permitted Transferee and (b) stating that (i) the
      proposed transferee historically has paid its debts as they have come due
      and intends to do so in the future, (ii) the proposed transferee
      understands that, as the holder of an Ownership Interest, it may incur
      liabilities in excess of cash flows generated by the residual interest,
      (iii) the proposed transferee intends to pay taxes associated with holding
      the Ownership Interest as they become due, (iv) the proposed transferee
      will not transfer the Ownership Interest to any Person that does not
      provide a Transferee Affidavit or as to which the proposed transferee has
      actual knowledge that such Person is not a Permitted Transferee or is
      acting as an agent (including a broker, nominee or other middleman) for a
      Person that is not a Permitted Transferee, (v) the proposed transferee
      will not cause income with respect to the Ownership Interest to be
      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, and (vi) the proposed transferee expressly agrees to be
      bound by and to abide by the provisions of this Section 5.02(e) and (y)
      other than in connection with the initial issuance of the [Class R] and
      [Class LR] Certificates, require a statement from the proposed transferor
      substantially in the form attached as Exhibit C-2 (the "Transferor
      Letter"), that the proposed transferor has no actual knowledge that the
      proposed transferee is not a Permitted Transferee and has no actual
      knowledge or reason to know that the proposed transferee's statements in
      the preceding clauses (x)(b)(i) or (iii) are false.


                                     -167-
<PAGE>

            (iii) Notwithstanding the delivery of a Transferee Affidavit by a
      proposed transferee under clause (ii) above, if a Responsible Officer of
      the Certificate Registrar has actual knowledge that the proposed
      transferee is not a Permitted Transferee, no Transfer to such proposed
      transferee shall be effected and such proposed Transfer shall not be
      registered on the Certificate Register; provided, however, that the
      Certificate Registrar shall not be required to conduct any independent
      investigation to determine whether a proposed transferee is a Permitted
      Transferee. Upon notice to the Certificate Registrar that there has
      occurred a Transfer to any Person that is a Disqualified Organization or
      an agent thereof (including a broker, nominee, or middleman) in
      contravention of the foregoing restrictions, and in any event not later
      than 60 days after a request for information from the transferor of such
      Ownership Interest, or such agent, the Certificate Registrar and the
      Trustee agree to furnish to the IRS and the transferor of such Ownership
      Interest or such agent such information necessary to the application of
      Section 860E(e) of the Code as may be required by the Code, including, but
      not limited to, the present value of the total anticipated excess
      inclusions with respect to such [Class R] or [Class LR] Certificate (or
      portion thereof) for periods after such Transfer. At the election of the
      Certificate Registrar and the Trustee, the Certificate Registrar and the
      Trustee may charge a reasonable fee for computing and furnishing such
      information to the transferor or to such agent referred to above;
      provided, however, that such Persons shall in no event be excused from
      furnishing such information.

            Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Certificate Registrar, or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (ii) there is delivered to
the Certificate Registrar such security or indemnity as may be required by it to
save it, the Trustee and the Master Servicer harmless, then, in the absence of
actual knowledge by a Responsible Officer of the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee or the
Authenticating Agent shall execute and authenticate and the Certificate
Registrar shall 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
under this Section 5.03, the Certificate Registrar 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 5.03 shall constitute complete and indefeasible
evidence of ownership of the corresponding interest in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

            Section 5.04 Appointment of Paying Agent. The Trustee may appoint a
paying agent for the purpose of making distributions to Certificateholders
pursuant to Section 4.01. The Trustee shall cause such Paying Agent, if other
than the Trustee or the Master Servicer, to execute and deliver to the Master
Servicer and the Trustee an instrument in which such Paying Agent shall agree
with the Master Servicer and the Trustee that such Paying Agent will hold all
sums held by it for the payment to Certificateholders in trust for the benefit
of the Certificateholders entitled thereto until such sums have been paid to the
Certificateholders or disposed of as otherwise provided herein. The initial
Paying Agent shall be the Trustee. Except for _____________________, as the
initial Paying Agent, the Paying Agent shall at all times be


                                     -168-
<PAGE>

an entity having a long-term unsecured debt rating of at least "__" by ______
and ______, or shall be otherwise acceptable to each Rating Agency.

            Section 5.05 Access to Certificateholders' Names and Addresses. (a)
If any Certificateholder or the Master Servicer (for purposes of this Section
5.05, an "Applicant") applies or requests in writing to the Certificate
Registrar, and such application or request states that the Applicant desires to
communicate with the Certificateholders, the Certificate Registrar shall
promptly furnish or cause to be furnished to such Applicant a list of the names
and addresses of the Certificateholders as of the most recent Record Date, at
the expense of the Applicant.

            (b) Every Certificateholder, by receiving and holding its
Certificate, agrees with the Trustee that the Trustee and the Certificate
Registrar shall not be held accountable in any way by reason of the disclosure
of any information as to the names and addresses of the Certificateholders
hereunder, regardless of the source from which such information was derived.

            Section 5.06 Actions of Certificateholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by Certificateholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Certificateholders in person or by agent duly appointed in writing; and
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
when required, to the Depositor or the Master Servicer. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee, the Depositor and the Master Servicer, if made in the manner provided
in this Section.

            (b) The fact and date of the execution by any Certificateholder of
any such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient.

            (c) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder shall bind every Holder of every
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be done,
by the Trustee, the Depositor or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.

            (d) The Trustee or Certificate Registrar may require such additional
proof of any matter referred to in this Section 5.06 as it shall deem necessary.

            Section 5.07 Authenticating Agent. The Trustee may appoint an
Authenticating Agent to execute and to authenticate Certificates. The
Authenticating Agent must be acceptable to the Depositor and must be a
corporation organized and doing business under the laws of the United States of
America or any state, having a principal office and place of business in a state
and city acceptable to the Depositor, having a combined capital and surplus of
at least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or


                                     -169-
<PAGE>

examination by federal or state authorities. The Trustee shall serve as the
initial Authenticating Agent and the Trustee hereby accepts such appointment.

            Any corporation into which the Authenticating Agent 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 Authenticating Agent
shall be party, or any corporation succeeding to the corporate agency business
of the Authenticating Agent, shall be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

            The Authenticating Agent may at any time resign by giving at least
30 days' advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of the Authenticating Agent by
giving written notice of termination to the Authenticating Agent and the
Depositor. Upon receiving a notice of resignation or upon such a termination, or
in case at any time the Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 5.07, the Trustee promptly shall
appoint a successor Authenticating Agent, which shall be acceptable to the
Depositor, and shall mail notice of such appointment to all Certificateholders.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers, duties and responsibilities of
its predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 5.07.

            The Authenticating Agent shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee. Any
compensation paid to the Authenticating Agent shall be an unreimbursable expense
of the Trustee.

            Section 5.08 Appointment of Custodians. The Trustee may appoint one
or more Custodians to hold all or a portion of the Mortgage Files as agent for
the Trustee, by entering into a Custodial Agreement. The Trustee agrees to
comply with the terms of each Custodial 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 subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000, shall have a long-term debt rating of at least
"___" from ___ and ___, and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File. Each Custodial Agreement may
be amended only as provided in Section 10.07. Any compensation paid to the
Custodian shall be an unreimbursable expense of the Trustee. The Trustee shall
serve as the initial Custodian. The Custodian, if the Custodian is not the
Trustee, shall maintain a fidelity bond in the form and amount that are
customary for securitizations similar to the securitization evidenced by this
Agreement, with the Trustee named as loss payee. The Custodian shall be deemed
to have complied with this provision if one of its respective Affiliates has
such fidelity bond coverage and, by the terms of such fidelity bond, the
coverage afforded thereunder extends to the Custodian. In addition, the
Custodian shall keep in force during the term of this Agreement a policy or
policies of insurance covering loss occasioned by the errors and omissions of
its officers and employees in connection with its obligations hereunder in the
form and amount that are customary for securitizations similar to the
securitization evidenced by this Agreement, with the Trustee named as loss
payee. All fidelity bonds and policies of errors and omissions


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<PAGE>

insurance obtained under this Section 5.08 shall be issued by a Qualified
Insurer, or by any other insurer, that, as confirmed by each Rating Agency in
writing to the Trustee, would not in and of itself result in the downgrade,
withdrawal or qualification of any of the ratings assigned to any Class of
Certificates.

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

            Section 6.01 Liability of the Depositor, the Master Servicer and the
Special Servicer The Depositor, the Master Servicer and the Special Servicer
each shall be liable in accordance herewith only to the extent of the
obligations specifically imposed by this Agreement. Each of the Master Servicer
and the Special Servicer shall indemnify the Depositor, and any employee,
director or officer of the Depositor, and the Trust Fund and hold the Depositor
and any employee, director or officer of the Depositor, and the Trust Fund
harmless against any loss, liability or expense incurred by such parties (i) in
connection with any willful misconduct, bad faith, fraud or negligence in the
performance of duties of the Master Servicer or the Special Servicer, as the
case may be, or by reason of reckless disregard of the Master Servicer's or
Special Servicer's, as the case may be, obligations or duties hereunder, or (ii)
as a result of the breach by the Master Servicer or the Special Servicer, as the
case may be, of any of its representations or warranties contained herein.

            Section 6.02 Merger or Consolidation of the Master Servicer and the
Special Servicer Subject to the following paragraph, each of the Master
Servicer and the Special Servicer shall keep in full effect its existence,
rights and good standing as a corporation under the laws of the state of its
incorporation and shall not jeopardize its ability to do business in each
jurisdiction in which the Mortgaged Properties are located or to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.

            Each of the Master Servicer and the Special Servicer may be merged
or consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which it shall be a party, or any Person succeeding to its
business, shall be the successor of the Master Servicer or the Special Servicer,
as applicable, hereunder, and shall be deemed to have assumed all of the
liabilities of the Master Servicer or the Special Servicer, as applicable,
hereunder, if each of the Rating Agencies has confirmed in writing that such
merger or consolidation or transfer of assets and succession, in and of itself,
will not cause a downgrade, qualification or withdrawal of the then current
ratings assigned by such Rating Agency to any Class of Certificates.

            Section 6.03 Limitation on Liability of the Depositor, the Master
Servicer and Others Subject to Section 6.01, neither the Depositor, the Master
Servicer, the Special Servicer nor any of the directors, officers, employees or
agents of the Depositor or the Master Servicer or the Special Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken, or for refraining from the taking of any action, in good faith pursuant
to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor or the Master Servicer or the Special
Servicer or any such Person against liability


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<PAGE>

which would be imposed by reason of (i) any breach of warranty or
representation, or other specific liability provided herein, with respect to
such respective party or (ii) any willful misconduct, bad faith, fraud or
negligence in the performance of duties or by reason of negligent disregard of
obligations or duties hereunder with respect to such respective party. The
Depositor, the Master Servicer, the Special Servicer and any director, officer,
employee or agent of the Depositor, the Master Servicer or the Special Servicer
may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any appropriate Person respecting any matters
arising hereunder. The Depositor, the Master Servicer, the Special Servicer and
any director, officer, employee or agent of the Depositor or the Master Servicer
or the Special Servicer shall be indemnified and held harmless by the Trust Fund
against any loss, liability or expense incurred in connection with, or relating
to, this Agreement or the Certificates, other than any loss, liability or
expense (including legal fees and expenses) (i) incurred by reason of willful
misconduct, bad faith, fraud or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations or duties
hereunder, in each case by the Person being indemnified or (ii) with respect to
any such party, resulting from the breach by such party of any of its
representations or warranties contained herein. Neither the Depositor nor the
Master Servicer nor the Special Servicer shall be under any obligation to appear
in, prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and in its opinion does not expose it to
any expense or liability for which reimbursement is not reasonably assured;
provided, however, that the Depositor or the Master Servicer or the Special
Servicer may in its discretion undertake any such action related to its
obligations hereunder which it may deem necessary or desirable with respect to
this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder. In such event, the legal expenses and costs
of such action and any liability resulting therefrom shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor, the Master Servicer and
the Special Servicer shall be entitled to be reimbursed therefor from the
Collection Account as provided in Section 3.06 of this Agreement.

            Section 6.04 Limitation on Resignation of the Master Servicer or
Special Servicer (a) Each of the Master Servicer and the Special Servicer (in
the case of the Special Servicer only, with the consent of the Controlling Class
Representative) may assign its respective rights and delegate its respective
duties and obligations under this Agreement, and provided, that, with respect to
either the Master Servicer or the Special Servicer: (i) the purchaser or
transferee accepting such assignment and delegation (A) shall be satisfactory to
the Trustee and to the Depositor, (B) shall be an established mortgage finance
institution, bank or mortgage servicing institution, organized and doing
business under the laws of any state of the United States or the District of
Columbia, authorized under such laws to perform the duties of a servicer of
mortgage loans or a Person resulting from a merger, consolidation or succession
that is permitted under Section 6.02, and (C) shall execute and deliver to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by the Master Servicer or the Special Servicer, as the case may be,
under this Agreement from and after the date of such agreement; (ii) as
confirmed by a letter from each Rating Agency delivered to the Trustee, each
Rating Agency's rating or ratings of the Regular Certificates in effect
immediately prior to such assignment, sale, transfer or delegation will not be
qualified, downgraded or withdrawn as a result of such assignment, sale,
transfer or delegation; (iii) the Master Servicer or the Special Servicer shall
not be released from its


                                     -172-
<PAGE>

obligations under this Agreement that arose prior to the effective date of such
assignment and delegation under this Section 6.04; (iv) the rate at which the
Servicing Fee or Special Servicing Compensation, as applicable (or any component
thereof) is calculated shall not exceed the rate then in effect; and (v) the
resigning Master Servicer or Special Servicer, as applicable, shall be
responsible for the reasonable costs and expenses of each other party hereto and
the Rating Agencies in connection with such transfer. Upon acceptance of such
assignment and delegation, the purchaser or transferee shall be the successor
Master Servicer or Special Servicer, as applicable, hereunder.

            (b) Except as provided in this Section 6.04, the Master Servicer and
the Special Servicer shall not resign from their respective obligations and
duties hereby imposed on them except upon determination that such duties
hereunder are no longer permissible under applicable law. Any such determination
permitting the resignation of the Master Servicer or the Special Servicer, as
applicable, shall be evidenced by an Opinion of Counsel (obtained at the
resigning Master Servicer's or Special Servicer's expense) to such effect
delivered to the Trustee.

            No resignation or removal of the Master Servicer or the Special
Servicer as contemplated herein shall become effective until the Trustee or a
successor Master Servicer or Special Servicer shall have assumed the Master
Servicer's or the Special Servicer's responsibilities, duties, liabilities and
obligations hereunder. If no successor Master Servicer or Special Servicer can
be obtained to perform such obligations for the same compensation to which the
terminated Master Servicer or Special Servicer would have been entitled,
additional amounts payable to such successor Master Servicer or Special Servicer
shall be treated as a shortfall resulting in Realized Losses.

            Section 6.05 Rights of the Depositor and the Trustee in Respect of
the Master Servicer and Special Servicer The Master Servicer and the Special
Servicer shall afford the Depositor, the Trustee and the Rating Agencies, upon
reasonable notice, during normal business hours access to all records maintained
by it in respect of its rights and obligations hereunder and access to its
officers responsible for such obligations. Upon request, the Master Servicer and
the Special Servicer shall furnish to the Depositor, the Master Servicer, the
Special Servicer and the Trustee its most recent publicly available annual
financial statements and such other information in its possession regarding its
business, affairs, property and condition, financial or otherwise as is
reasonably relevant to the performance of the obligations hereunder of the
Master Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer or the Special
Servicer hereunder which are in default and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of such Person
hereunder or exercise its rights hereunder, provided that the Master Servicer
and the Special Servicer shall not be relieved of any of its obligations
hereunder by virtue of such performance by the Depositor or its designee. In the
event the Depositor or its designee undertakes any such action it will be
reimbursed by the Trust Fund from the Collection Account as provided in Section
3.06 and Section 6.03 hereof to the extent not recoverable from the Master
Servicer or Special Servicer, as applicable. Neither the Depositor nor the
Trustee and neither the Master Servicer, with respect to the Special Servicer,
nor the Special Servicer, with respect to the Master Servicer, shall have any
responsibility or liability for any action or failure to act by the Master
Servicer or the Special Servicer and neither such Person is obligated to monitor
or supervise the


                                     -173-
<PAGE>

performance of the Master Servicer or the Special Servicer under this Agreement
or otherwise. Neither the Master Servicer nor the Special Servicer shall have
any responsibility or liability for any action or failure to act by the
Depositor or the Trustee and neither such Person is obligated to monitor or
supervise the performance of the Depositor or the Trustee under this Agreement
or otherwise.

            Neither the Master Servicer nor the Special Servicer shall be under
any obligation to disclose confidential or proprietary information pursuant to
this Section.

            Section 6.06 Master Servicer or Special Servicer as Owner of a
Certificate. The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder
(or with respect to a Global Certificate, Beneficial Owner) of any Certificate
with the same rights it would have if it were not the Master Servicer or the
Special Servicer or an Affiliate thereof, except as otherwise expressly provided
herein. If, at any time during which the Master Servicer or the Special Servicer
or an Affiliate of the Master Servicer or the Special Servicer is the Holder or
Beneficial Owner of any Certificate, the Master Servicer or the Special Servicer
proposes to take action (including for this purpose, omitting to take action)
that (i) is not expressly prohibited by the terms hereof and would not, in the
Master Servicer's or the Special Servicer's good faith judgment, violate the
Servicing Standard, and (ii) if taken, might nonetheless, in the Master
Servicer's or the Special Servicer's good faith judgment, be considered by other
Persons to violate the Servicing Standard, the Master Servicer or the Special
Servicer may seek the approval of the Certificateholders and any affected
Companion Holder to such action by delivering to the Trustee a written notice
that (i) states that it is delivered pursuant to this Section 6.06, (ii)
identifies the Percentage Interest in each Class of Certificates beneficially
owned by the Master Servicer or the Special Servicer or an Affiliate of the
Master Servicer or the Special Servicer, and (iii) describes in reasonable
detail the action that the Master Servicer or the Special Servicer proposes to
take. The Trustee, upon receipt of such notice, shall forward it to the
Certificateholders (other than the Master Servicer and its Affiliates or the
Special Servicer and its Affiliates, as appropriate) together with such
instructions for response as the Trustee shall reasonably determine. If at any
time Certificateholders holding greater than 50% of the Voting Rights of all
Certificateholders (calculated without regard to the Certificates beneficially
owned by the Master Servicer or its Affiliates or the Special Servicer or its
Affiliates) and any affected Companion Holder shall have consented in writing to
the proposal described in the written notice, and if the Master Servicer or the
Special Servicer shall act as proposed in the written notice, such action shall
be deemed to comply with the Servicing Standard. The Trustee shall be entitled
to reimbursement from the Master Servicer or the Special Servicer, as
applicable, of the reasonable expenses of the Trustee incurred pursuant to this
paragraph. It is not the intent of the foregoing provision that the Master
Servicer or the Special Servicer be permitted to invoke the procedure set forth
herein with respect to routine servicing matters arising hereunder, except in
the case of unusual circumstances.


                                     -174-
<PAGE>

                                   ARTICLE VII

                                     DEFAULT

            Section 7.01 Events of Default. (a) "Event of Default," wherever
used herein, means any one of the following events:

            (i) (A) any failure by the Master Servicer to make any deposit
      required to be made by the Master Servicer to the Collection Account on
      the day and by the time such remittance is required to be made under the
      terms of this Agreement, which failure is not remedied within one Business
      Day or (B) any failure by the Master Servicer to deposit into, or remit to
      the Trustee for deposit into, any Distribution Account or Companion
      Distribution Account any amount required to be so deposited or remitted,
      which failure is not remedied by [11:00 a.m. (New York City time)] on the
      relevant Distribution Date; or

            (ii) any failure by the Special Servicer to deposit into any REO
      Account, within one Business Day after such deposit is required to be made
      or to remit to the Master Servicer for deposit into the Collection
      Account, or to deposit into, or to remit to the Trustee for deposit into,
      the Lower-Tier Distribution Account any amount required to be so deposited
      or remitted by the Special Servicer pursuant to, and at the time specified
      by, the terms of this Agreement; or

            (iii) any failure on the part of the Master Servicer or the Special
      Servicer duly to observe or perform in any material respect any of its
      other covenants or obligations contained in this Agreement which continues
      unremedied for a period of 30 days (10 days in the case of the Master
      Servicer's failure to make a Property Advance or 15 days in the case of a
      failure to pay the premium for any insurance policy required to be
      maintained hereunder) after the date on which written notice of such
      failure, requiring the same to be remedied, shall have been given to the
      Master Servicer or the Special Servicer, as the case may be, by any other
      party hereto, with a copy to each other party to this Agreement by the
      Holders of Certificates of any Class evidencing, as to such Class,
      Percentage Interests aggregating not less than 25%; provided, however, if
      such failure is capable of being cured and the Master Servicer or Special
      Servicer, as applicable, is diligently pursuing such cure, such 30-day
      period will be extended an additional 30 days; or

            (iv) any breach on the part of the Master Servicer or the Special
      Servicer of any representation or warranty contained in this Agreement,
      which materially and adversely affects the interests of any Class of
      Certificateholders and which continues unremedied for a period of 30 days
      after the date on which notice of such breach, requiring the same to be
      remedied, has been given to the Master Servicer or the Special Servicer,
      as the case may be, by the Depositor or the Trustee, or to the Master
      Servicer, the Special Servicer, the Depositor and the Trustee by the
      Holders of Certificates of any Class evidencing, as to such Class,
      Percentage Interests aggregating not less than 25%; provided, however, if
      such breach is capable of being cured and the Master Servicer or Special
      Servicer, as applicable, is diligently pursuing such cure, such 30-day
      period will be extended an additional 30 days; or


                                     -175-
<PAGE>

            (v) a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises in an involuntary case under any
      present or future federal or state bankruptcy, insolvency or similar law
      for the appointment of a conservator, receiver, liquidator, trustee or
      similar official in any bankruptcy, insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Master Servicer or the Special Servicer and such decree or order shall
      have remained in force undischarged, undismissed or unstayed for a period
      of 60 days; or

            (vi) the Master Servicer or the Special Servicer shall consent to
      the appointment of a conservator, receiver, liquidator, trustee or similar
      official in any bankruptcy, insolvency, readjustment of debt, marshaling
      of assets and liabilities or similar proceedings of or relating to the
      Master Servicer or the Special Servicer or of or relating to all or
      substantially all of its property; or

            (vii) the Master Servicer or the Special Servicer shall admit in
      writing its inability to pay its debts generally as they become due, file
      a petition to take advantage of any applicable bankruptcy, insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations or take any
      corporate action in furtherance of the foregoing; or

            (viii) the Trustee has received written notice from _____ that the
      continuation of the Master Servicer or the Special Service in such
      capacity would result in the downgrade, withdrawal or qualification of any
      ratings then assigned by _____ to any Class of Certificates; or

            (ix) the Master Servicer or Special Servicer is removed from _____
      approved master servicer list or approved special servicer list, as
      applicable, and the ratings of any of the Certificates by _____ are
      downgraded, qualified or withdrawn (including, without limitation, placed
      on "negative credit watch") in connection with such removal.

then, and in each and every such case, so long as an Event of Default shall not
have been remedied, the Trustee may, and at the written direction of the Holders
of at least [25]% (in the case of the Special Servicer) or [51]% (in the case of
the Master Servicer), as applicable, of the aggregate Voting Rights of all
Certificates shall, terminate the Master Servicer or the Special Servicer, as
applicable.

            In the event that the Master Servicer is also the Special Servicer
and the Master Servicer is terminated as provided in this Section 7.01, the
Master Servicer shall also be terminated as Special Servicer.

            (b) [Reserved.]

            (c) In the event that the Master Servicer or the Special Servicer is
terminated pursuant to this Section 7.01, the Trustee shall, by notice in
writing to the Master Servicer or the Special Servicer, as the case may be (the
"Terminated Party"), terminate all of its rights and obligations under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
any rights the Master Servicer or Special Servicer may have hereunder as a


                                     -176-
<PAGE>

Certificateholder and any rights or obligations that accrued prior to the date
of such termination (including the right to receive all amounts accrued or owing
to it under this Agreement, plus interest at the Advance Rate on such amounts
until received to the extent such amounts bear interest as provided in this
Agreement, with respect to periods prior to the date of such termination and the
right to the benefits of Section 6.03 notwithstanding any such termination). On
or after the receipt by the Terminated Party of such written notice, all of its
authority and power under this Agreement, whether with respect to the
Certificates (except that the Terminated Party shall retain its rights as a
Certificateholder in the event and to the extent that it is a Certificateholder)
or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this Section and, without limitation, the Trustee is
hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Terminated Party, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer and
the Special Servicer each agrees that, in the event it is terminated pursuant to
this Section 7.01, to promptly (and in any event no later than ten Business Days
subsequent to such notice) provide, at its own expense, the Trustee with all
documents and records requested by the Trustee to enable the Trustee to assume
its functions hereunder, and to cooperate with the Trustee and the successor to
its responsibilities hereunder in effecting the termination of its
responsibilities and rights hereunder, including, without limitation, the
transfer to the successor Master Servicer or successor Special Servicer or the
Trustee, as applicable, for administration by it of all cash amounts which shall
at the time be or should have been credited by the Master Servicer or the
Special Servicer to the Collection Account, the Companion Distribution Account,
any REO Account or Lock-Box Account shall thereafter be received with respect to
the Mortgage Loans, and shall promptly provide the Trustee or such successor
Master Servicer or Special Servicer (which may include the Trustee), as
applicable, all documents and records reasonably requested by it, such documents
and records to be provided in such form as the Trustee or such successor Master
Servicer or Special Servicer shall reasonably request (including electromagnetic
form), to enable it to assume the Master Servicer's or Special Servicer's
function hereunder. All reasonable costs and expenses of the Trustee or the
successor Master Servicer or successor Special Servicer incurred in connection
with transferring the Mortgage Files to the successor Master Servicer or Special
Servicer and amending this Agreement to reflect such succession as successor
Master Servicer or successor Special Servicer pursuant to this Section 7.01
shall be paid by the predecessor Master Servicer or the Special Servicer, as
applicable, upon presentation of reasonable documentation of such costs and
expenses. If the predecessor Master Servicer or Special Servicer (as the case
may be) has not reimbursed the Trustee or the successor Master Servicer or
Special Servicer for such expenses within 90 days after the presentation of
reasonable documentation, such expense shall be reimbursed by the Trust Fund;
provided that the Terminated Party shall not thereby be relieved of its
liability for such expenses.

            Section 7.02 Trustee to Act; Appointment of Successor. On and after
the time the Master Servicer or the Special Servicer receives a notice of
termination pursuant to Section 7.01, the Trustee shall be its successor in all
respects in its capacity as Master Servicer or Special Servicer under this
Agreement and the transactions set forth or provided for herein and, except as
provided herein, shall be subject to all the responsibilities, duties,
limitations on liability and liabilities relating thereto and arising thereafter
placed on the Master Servicer or


                                     -177-
<PAGE>

Special Servicer by the terms and provisions hereof; provided, however, that (i)
the Trustee shall have no responsibilities, duties, liabilities or obligations
with respect to any act or omission of the Master Servicer or Special Servicer
and (ii) any failure to perform, or delay in performing, such duties or
responsibilities caused by the Terminated Party's failure to provide, or delay
in providing, records, tapes, disks, information or moneys shall not be
considered a default by such successor hereunder. The Trustee, as successor
Master Servicer or successor Special Servicer, shall be indemnified to the full
extent provided the Master Servicer or Special Servicer, as applicable, under
this Agreement prior to the Master Servicer's or the Special Servicer's
termination. The appointment of a successor Master Servicer or successor Special
Servicer shall not affect any liability of the predecessor Master Servicer or
Special Servicer which may have arisen prior to its termination as Master
Servicer or Special Servicer. The Trustee shall not be liable for any of the
representations and warranties of the Master Servicer or Special Servicer herein
or in any related document or agreement, for any acts or omissions of the
predecessor Master Servicer or predecessor Special Servicer or for any losses
incurred in respect of any Permitted Investment by the Master Servicer pursuant
to Section 3.07 hereunder nor shall the Trustee be required to purchase any
Mortgage Loan hereunder. As compensation therefor, the Trustee as successor
Master Servicer or successor Special Servicer shall be entitled to the Servicing
Fee or Special Servicing Compensation, as applicable, and all funds relating to
the Mortgage Loans that accrue after the date of the Trustee's succession to
which the Master Servicer or Special Servicer would have been entitled if the
Master Servicer or Special Servicer, as applicable, had continued to act
hereunder. In the event any Advances made by the Master Servicer and the Trustee
shall at any time be outstanding, or any amounts of interest thereon shall be
accrued and unpaid, all amounts available to repay Advances and interest
hereunder shall be applied entirely to the Advances made by the Trustee (and the
accrued and unpaid interest thereon), until such Advances and interest shall
have been repaid in full. Notwithstanding the above, the Trustee may, if it
shall be unwilling to so act, or shall, if it is unable to so act, or if the
Holders of Certificates entitled to at least [25]% of the aggregate Voting
Rights so request in writing to the Trustee, or if the Rating Agencies do not
provide written confirmation that the succession of the Trustee, as Master
Servicer or Special Servicer, as applicable, will not cause a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates, promptly appoint, or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution the appointment of
which will not result in a downgrade, qualification or withdrawal of the then
current rating or ratings assigned to any Class of Certificates as evidenced in
writing by each Rating Agency, as the successor to the Master Servicer or
Special Servicer, as applicable, hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer or Special
Servicer hereunder. No appointment of a successor to the Master Servicer or
Special Servicer hereunder shall be effective until the assumption by such
successor of all the Master Servicer's or Special Servicer's responsibilities,
duties and liabilities hereunder. Pending appointment of a successor to the
Master Servicer (or the Special Servicer if the Special Servicer is also the
Master Servicer) hereunder, unless the Trustee shall be prohibited by law from
so acting, the Trustee shall act in such capacity as herein above provided.
Pending the appointment of a successor to the Special Servicer, unless the
Master Servicer is also the Special Servicer, the Master Servicer shall act in
such capacity. In connection with such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such


                                     -178-
<PAGE>

compensation shall be in excess of that permitted the Terminated Party
hereunder, provided, further, that if no successor to the Terminated Party can
be obtained to perform the obligations of such Terminated Party hereunder,
additional amounts shall be paid to such successor and such amounts in excess of
that permitted the Terminated Party shall be treated as Realized Losses. The
Depositor, the Trustee, the Master Servicer or Special Servicer and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

            Section 7.03 Notification to Certificateholders. (a) Upon any
termination pursuant to Section 7.01 above or appointment of a successor to the
Master Servicer or the Special Servicer, the Trustee shall give prompt written
notice thereof to Certificateholders at their respective addresses appearing in
the Certificate Register and to each Rating Agency.

            (b) Within 30 days after the occurrence of any Event of Default of
which a Responsible Officer of the Trustee has actual knowledge, the Trustee
shall transmit by mail to all Holders of Certificates and any affected Companion
Holder and to each Rating Agency notice of such Event of Default, unless such
Event of Default shall have been cured or waived.

            Section 7.04 Other Remedies of Trustee. During the continuance of
any Master Servicer Event of Default or a Special Servicer Event of Default when
the Master Servicer is also serving as Special Servicer, so long as such Master
Servicer Event of Default or Special Servicer Event of Default, if applicable,
shall not have been remedied, the Trustee, in addition to the rights specified
in Section 7.01, shall have the right, in its own name as trustee of an express
trust, to take all actions now or hereafter existing at law, in equity or by
statute to enforce its rights and remedies and to protect the interests, and
enforce the rights and remedies, of the Certificateholders (including the
institution and prosecution of all judicial, administrative and other
proceedings and the filing of proofs of claim and debt in connection therewith).
In such event, the legal fees, expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Fund, and the Trustee shall be entitled to be reimbursed therefor from the
Collection Account as provided in Section 3.06. Except as otherwise expressly
provided in this Agreement, no remedy provided for by this Agreement shall be
exclusive of any other remedy, and each and every remedy shall be cumulative and
in addition to any other remedy and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a
waiver of any Master Servicer Event of Default or Special Servicer Event of
Default, if applicable.

            Section 7.05 Waiver of Past Events of Default; Termination. The
Holders of Certificates evidencing not less than [66-2/3]% of the aggregate
Voting Rights of the Certificates may, on behalf of all Holders of Certificates,
waive any default by the Master Servicer or Special Servicer in the performance
of its obligations hereunder and its consequences, except a default in making
any required deposits (including, with respect to the Master Servicer, P&I
Advances) to or payments from the Collection Account, the Companion Distribution
Account, or the Lower-Tier Distribution Account or in remitting payments as
received, in each case in accordance with this Agreement. Upon any such waiver
of a past default, such default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereon. Any costs and expenses incurred by the
Trustee in connection with


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such default and prior to such waiver shall be reimbursed by the Master Servicer
or the Special Servicer, as applicable, promptly upon demand therefor and if not
reimbursed to the Trustee within 90 days of such demand, from the Trust Fund;
provided, that the Trust Fund shall be reimbursed by the Master Servicer or the
Special Servicer, as applicable, to the extent such amounts are reimbursed to
the Trustee from the Trust Fund.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            Section 8.01 Duties of Trustee. (a) The Trustee, prior to the
occurrence of an Event of Default of which a Responsible Officer of the Trustee
has actual knowledge and after the curing or waiver of all Events of Default
which may have occurred, undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement and no permissive right of the
Trustee shall be construed as a duty. During the continuance of an Event of
Default of which a Responsible Officer of the Trustee has actual knowledge, the
Trustee, subject to the provisions of Sections 7.02 and 7.04, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.

            (b) The Trustee, upon receipt of any resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform on their face to the requirements of this Agreement to the extent
specifically set forth herein; provided, however, that the Trustee shall not be
responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument provided to it
hereunder. If any such instrument is found not to conform on its face to the
requirements of this Agreement in a material manner, the Trustee shall request a
corrected instrument, and if the instrument is not corrected to the Trustee's
reasonable satisfaction, the Trustee will provide notice thereof to the
Certificateholders.

            (c) Neither the Trustee nor any of its officers, directors,
employees, agents or "control" persons within the meaning of the Act shall have
any liability arising out of or in connection with this Agreement, provided,
that, subject to Section 8.02, no provision of this Agreement shall be construed
to relieve the Trustee, or any such person, from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct or its
own bad faith; and provided, further, that:

            (i) Prior to the occurrence of an Event of Default of which a
      Responsible Officer of the Trustee has actual knowledge, and after the
      curing or waiver of all such Events of Default which may have occurred,
      the duties and obligations of the Trustee shall be determined solely by
      the express provisions of this Agreement, the Trustee shall not be liable
      except for the performance of such duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Trustee and, in
      the absence of bad faith on the part of the Trustee, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of


                                     -180-
<PAGE>

      the opinions expressed therein, upon any resolutions, certificates,
      statements, reports, opinions, documents, orders or other instruments
      furnished to the Trustee that conform on their face to the requirements of
      this Agreement without responsibility for investigating the contents
      thereof;

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

            (iii) 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
      greater than [50]% of the Percentage Interests (or such other percentage
      as is specified herein) of each affected Class, or of the aggregate Voting
      Rights of the Certificates, 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 this
      Agreement;

            (iv) Neither the Trustee nor any of its respective directors,
      officers, employees, agents or control persons shall be responsible for
      any act or omission of any Custodian, Paying Agent or Certificate
      Registrar that is not an Affiliate of the Trustee and that is selected
      other than by the Trustee, performed or omitted in compliance with any
      custodial or other agreement, or any act or omission of the Master
      Servicer, Special Servicer, the Depositor or any other third Person,
      including, without limitation, in connection with actions taken pursuant
      to this Agreement;

            (v) The Trustee shall not be under any obligation to appear in,
      prosecute or defend any legal action which is not incidental to its
      respective duties as Trustee in accordance with this Agreement (and, if it
      does, all legal expenses and costs of such action shall be expenses and
      costs of the Trust Fund), and the Trustee shall be entitled to be
      reimbursed therefor from the Collection Account, unless such legal action
      arises out of the negligence or bad faith of the Trustee or any breach of
      an obligation, representation, warranty or covenant of the Trustee
      contained herein; and

            (vi) The Trustee shall not be charged with knowledge of any act,
      failure to act or breach of any Person upon the occurrence of which the
      Trustee may be required to act, unless a Responsible Officer of the
      Trustee obtains actual knowledge of such failure. The Trustee shall be
      deemed to have actual knowledge of the Master Servicer's or the Special
      Servicer's failure to provide scheduled reports, certificates and
      statements when and as required to be delivered to the Trustee pursuant to
      this Agreement.

            None of the provisions contained in this Agreement shall require the
Trustee, in its capacity as Trustee, to expend or risk its own funds, or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if in the opinion
of the Trustee the repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it, and none of the provisions
contained in this Agreement shall in any event require the Trustee to perform,
or be responsible for the manner of performance of, any of the obligations of
the Master Servicer or the Special Servicer under this


                                     -181-
<PAGE>

Agreement, except during such time, if any, as the Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges of,
the Master Servicer or the Special Servicer in accordance with the terms of this
Agreement. The Trustee shall not be required to post any surety or bond of any
kind in connection with its performance of its obligations under this Agreement
and the Trustee shall not be liable for any loss on any investment of funds
pursuant to this Agreement (other than any funds invested with it in its
commercial capacity).

            Section 8.02 Certain Matters Affecting the Trustee. (a) Except as
otherwise provided in Section 8.01:

            (i) The Trustee may request and/or rely upon and shall be protected
      in acting or refraining from acting upon any resolution, Officers'
      Certificate, certificate of auditors or any other certificate, statement,
      instrument, opinion, report, notice, request, consent, order, appraisal,
      bond or other paper or document reasonably believed by it to be genuine
      and to have been signed or presented by the proper party or parties and
      the Trustee shall have no responsibility to ascertain or confirm the
      genuineness of any such party or parties;

            (ii) The Trustee may consult with counsel and 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 Opinion of Counsel;

            (iii) (A) The Trustee shall be under no obligation to institute,
      conduct or defend any litigation hereunder or in relation hereto at the
      request, order or direction of any of the Certificateholders, pursuant to
      the provisions of this Agreement, unless such Certificateholders shall
      have offered to the Trustee reasonable security or indemnity against the
      costs, expenses and liabilities which may be incurred therein or thereby;

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

                  (C) provided, that subject to the foregoing clause (A),
            nothing contained herein shall relieve the Trustee of the
            obligations, upon the occurrence of an Event of Default (which has
            not been cured or waived) of which a Responsible Officer of the
            Trustee has actual knowledge, to exercise such of the rights and
            powers vested in it by this Agreement, and to use the same degree of
            care and skill in their exercise, as a prudent person would exercise
            or use under the circumstances in the conduct of such person's own
            affairs;

            (iv) Neither the Trustee nor any of its directors, officers,
      employees, Affiliates, agents or "control" persons within the meaning of
      the Act shall be personally liable for any action taken, suffered or
      omitted by it in good faith and reasonably believed by the Trustee to be
      authorized or within the discretion or rights or powers conferred upon it
      by this Agreement;


                                     -182-
<PAGE>

            (v) 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]% (or such other
      percentage as is specified herein) of the Percentage Interests of any
      affected Class; 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 reasonably assured to the Trustee by the security
      afforded to it by the terms of this Agreement, the Trustee may require
      reasonable indemnity against such expense or liability as a condition to
      taking any such action. The reasonable expense of every such investigation
      shall be paid by the Master Servicer or the Special Servicer, as
      applicable, if an Event of Default shall have occurred and be continuing
      relating to the Master Servicer, or the Special Servicer, respectively,
      and otherwise by the Certificateholders requesting the investigation;

            (vi) The Trustee may execute any of the trusts or powers hereunder
      or perform any duties hereunder either directly or by or through agents or
      attorneys but shall not be relieved of its obligations hereunder; and

            (vii) For purposes of this Agreement, the Trustee shall have notice
      of an event only when a Responsible Officer of the Trustee has received
      notice of such event.

            (b) Following the Start-up Day, the Trustee shall not, except as
expressly required by any provision of this Agreement, accept any contribution
of assets to the Trust Fund unless the Trustee shall have received an Opinion of
Counsel (the costs of obtaining such opinion to be borne by the Person
requesting such contribution) to the effect that the inclusion of such assets in
the Trust Fund will not cause either the Upper-Tier REMIC or the Lower-Tier
REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject either the Upper-Tier REMIC or the Lower-Tier REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

            (c) All rights of action under this 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 this Agreement.

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

            Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates shall not be taken as the
statements of the Trustee, the Master Servicer, or the Special Servicer, and the
Trustee, the Master Servicer and Special Servicer assume no responsibility for
their correctness. The Trustee, the Master Servicer and Special Servicer make no
representations or warranties as to the validity or sufficiency of this


                                     -183-
<PAGE>

Agreement, of the Certificates or any prospectus used to offer the Certificates
for sale or the validity, enforceability or sufficiency of any Mortgage Loan or
related document. The Trustee shall not at any time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Mortgage, any Mortgage Loan, or the perfection and priority of any Mortgage
or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Trust Fund or its ability to generate the payments to
be distributed to Certificateholders under this Agreement. Without limiting the
foregoing, the Trustee shall not be liable or responsible for: the existence,
condition and ownership of any Mortgaged Property; the existence of any hazard
or other insurance thereon (other than if the Trustee shall assume the duties of
the Master Servicer or the Special Servicer pursuant to Section 7.02) or the
enforceability thereof; the existence of any Mortgage Loan or the contents of
the related Mortgage File on any computer or other record thereof (other than if
the Trustee shall assume the duties of the Master Servicer or the Special
Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trust Fund or of any intervening assignment; the
completeness of any Mortgage File (except for its review thereof pursuant to
Section 2.02); the performance or enforcement of any Mortgage Loan (other than
if the Trustee shall assume the duties of the Master Servicer or the Special
Servicer pursuant to Section 7.02); the compliance by the Depositor, the Master
Servicer or the Special Servicer with any warranty or representation made under
this Agreement or in any related document or the accuracy of any such warranty
or representation prior to the Trustee's receipt of notice or other discovery of
any non-compliance therewith or any breach thereof; any investment of moneys by
or at the direction of the Master Servicer or any loss resulting therefrom
(other than if the Trustee shall assume the duties of the Master Servicer or the
Special Servicer pursuant to Section 7.02), it being understood that the Trustee
shall remain responsible for any Trust Fund property that it may hold in its
individual capacity; the acts or omissions of any of the Depositor, the Master
Servicer or the Special Servicer (other than if the Trustee shall assume the
duties of the Master Servicer or Special Servicer pursuant to Section 7.02) or
any sub-servicer or any Mortgagor; any action of the Master Servicer or Special
Servicer (other than if the Trustee shall assume the duties of the Master
Servicer or the Special Servicer pursuant to Section 7.02) or any sub-servicer
taken in the name of the Trustee, except to the extent such action is taken at
the express written direction of the Trustee; the failure of the Master Servicer
or the Special Servicer or any sub-servicer to act or perform any duties
required of it on behalf of the Trust Fund or the Trustee hereunder; or any
action by or omission of the Trustee taken at the instruction of the Master
Servicer or the Special Servicer (other than if the Trustee shall assume the
duties of the Master Servicer or the Special Servicer pursuant to Section 7.02)
unless the taking of such action is not permitted by the express terms of this
Agreement; provided, however, that the foregoing shall not relieve the Trustee
of its obligation to perform its duties as specifically set forth in this
Agreement. The Trustee shall not be accountable for the use or application by
the Depositor, the Master Servicer or the Special Servicer 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, the Master Servicer or the
Special Servicer in respect of the assignment of the Mortgage Loans or deposited
in or withdrawn from the Collection Account, Lower-Tier Distribution Account,
Upper-Tier Distribution Account, Excess Interest Distribution Account, Lock Box
Account, Reserve Accounts, Interest Reserve Account, the Excess Liquidation
Proceeds Reserve Account or any other account maintained by or on behalf of the
Master Servicer or the Special Servicer, other than any funds held by the
Trustee. The Trustee shall not have responsibility for filing any financing or
continuation statement in any


                                     -184-
<PAGE>

public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder (unless the Trustee shall
have become the successor Master Servicer) or to record this Agreement. In
making any calculation hereunder which includes as a component thereof the
payment or distribution of interest for a stated period at a stated rate "to the
extent permitted by applicable law," the Trustee shall assume that such payment
is so permitted unless a Responsible Officer of the Trustee has actual
knowledge, or receives an Opinion of Counsel (at the expense of the Person
asserting the impermissibility) to the effect that such payment is not permitted
by applicable law.

            Section 8.04 Trustee May Own Certificates. The Trustee and any agent
of the Trustee in its individual capacity or any other capacity may become the
owner or pledgee of Certificates, and may deal with the Depositor and the Master
Servicer in banking transactions, with the same rights it would have if it were
not Trustee or such agent.

            Section 8.05 Payment of Trustee Fees and Expenses; Indemnification.
(a) As compensation for the performance of its duties hereunder, the Trustee
will be paid the Trustee Fee, which shall cover recurring and otherwise
reasonably anticipated expenses of the Trustee. The Trustee Fee shall be paid
monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee Fee (which shall
not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) shall constitute the Trustee's sole form of
compensation for all services rendered by it in the execution of the trusts
hereby created and in the exercise and performance of any of the powers and
duties of the Trustee hereunder. No Trustee Fee shall be payable with respect to
the Companion Loans. In the event that the Trustee assumes the servicing
responsibilities of the Master Servicer or the Special Servicer hereunder
pursuant to or otherwise arising from the resignation or removal of the Master
Servicer or the Special Servicer, the Trustee shall be entitled to the
compensation to which the Master Servicer or the Special Servicer, as the case
may be, would have been entitled.

            (b) The Trustee shall be paid or reimbursed by the Trust Fund upon
its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee pursuant to and in accordance with any of the provisions of
this Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ) to
the extent such payments are "unanticipated expenses" as described in clause (d)
below, except any such expense, disbursement or advance as may arise from its
negligence or bad faith; provided, however, that, subject to the last paragraph
of Section 8.01, the Trustee shall not refuse to perform any of its duties
hereunder solely as a result of the failure to be paid the Trustee Fee and the
Trustee's expenses.

            The Master Servicer and the Special Servicer covenant and agree to
pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred
or made by the Trustee in connection with any transfer of the servicing
responsibilities of the Master Servicer or the Special Servicer, respectively,
hereunder, pursuant to or otherwise arising from the resignation or removal of
the Master Servicer or the Special Servicer, in accordance with any of the
provisions of this Agreement (and including the reasonable fees and expenses and
disbursements of its counsel and all other persons not regularly in its employ),
except any such expense, disbursement or advance as may arise from the
negligence or bad faith of the Trustee.


                                     -185-
<PAGE>

            (c) Each of the Paying Agent, the Certificate Registrar, the
Custodian, the Depositor and the Special Servicer (each, an "Indemnifying
Party") shall indemnify the Trustee and its Affiliates and each of the
directors, officers, employees and agents of the Trustee and its Affiliates
(each, an "Indemnified Party"), and hold each of them harmless against any and
all claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that the Indemnified Party may sustain in connection with this
Agreement (including, without limitation, reasonable fees and disbursements of
counsel incurred by the Indemnified Party in any action or proceeding between
the Indemnifying Party and the Indemnified Party or between the Indemnified
Party and any third party or otherwise) related to each such Indemnifying
Party's respective willful misconduct, bad faith, fraud and/or negligence in the
performance of each of its respective duties hereunder or by reason of reckless
disregard of its respective obligations and duties hereunder.

            (d) The Trust Fund shall indemnify each Indemnified Party from, and
hold it harmless against, any and all losses, liabilities, damages, claims or
unanticipated expenses (including, without limitation, reasonable fees and
disbursements of counsel incurred by the Indemnified Party in any action or
proceeding between the Indemnifying Party and the Indemnified Party or between
the Indemnified Party and any third party or otherwise) arising in respect of
this Agreement or the Certificates, in each case to the extent and only to the
extent, such payments are expressly reimbursable under this Agreement, or are
unanticipated expenses (as defined below), other than (i) those resulting from
the negligence, fraud, bad faith or willful misconduct of the Indemnified Party
and (ii) those as to which such Indemnified Party is entitled to indemnification
pursuant to Section 8.05(c). The term "unanticipated expenses" shall include any
fees, expenses and disbursements of the Trustee or any separate trustee or
co-trustee appointed hereunder, only to the extent such fees, expenses and
disbursements were not reasonably anticipated as of the Closing Date, and the
losses, liabilities, damages, claims or incremental expenses (including
reasonable attorneys' fees) incurred or advanced by an Indemnified Party in
connection with (i) a default under any Mortgage Loan and (ii) any litigation
arising out of this Agreement, including, without limitation, under Section
2.03, Section 3.10, the third paragraph of Section 3.11, Section 4.05 and
Section 7.01. The right of reimbursement of the Indemnified Parties under this
Section 8.05(d) shall be senior to the rights of all Certificateholders.

            (e) Notwithstanding anything herein to the contrary, this Section
8.05 shall survive the termination or maturity of this Agreement or the
resignation or removal of the Trustee as regards rights accrued prior to such
resignation or removal and (with respect to any acts or omissions during their
respective tenures) the resignation, removal or termination of the Master
Servicer, the Special Servicer, the Paying Agent, the Certificate Registrar or
the Custodian.

            (f) This Section 8.05 shall be expressly construed to include, but
not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to
any environmental law or environmental matter.

            Section 8.06 Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be a corporation or association organized and doing
business under the laws of any


                                     -186-
<PAGE>

state or the United States of America, authorized under such laws to exercise
corporate trust powers and to accept the trust conferred under this Agreement,
having a combined capital and surplus of at least $[50,000,000] and a rating on
its unsecured long-term debt of at least "___" by ___ and ___ (or such other
rating as the Ratings Agencies have confirmed will not result in the downgrade
withdrawal or qualification of any of the then current ratings of any
Certificates) and subject to supervision or examination by federal or state
authority and shall not be an Affiliate of the Master Servicer (except during
any period when the Trustee has assumed the duties of the Master Servicer
pursuant to Section 7.02). If a corporation or association publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for 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 condition
so published. In the event that the place of business from which the Trustee
administers the Trust Fund is a state or local jurisdiction that imposes a tax
on the Trust Fund or the net income of either Trust REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions) the Trustee shall
elect either to (i) resign immediately in the manner and with the effect
specified in Section 8.07, (ii) pay such tax from its own funds and continue as
Trustee or (iii) administer the Trust Fund from a state and local jurisdiction
that does not impose such a tax. 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 hereby created by giving
written notice thereof to the Depositor, the Master Servicer and each Rating
Agency. Upon such notice of resignation, the Master Servicer shall promptly
appoint a successor Trustee, the appointment of which would not, as evidenced in
writing by the Rating Agencies (other than [S&P]), in and of itself, result in a
downgrade, qualification or withdrawal of the then current ratings assigned to
the Certificates, the appointment of which, if the successor Trustee is not
rated by each Rating Agency as "___", would not, as evidenced in writing, in and
of itself, result in a downgrade, qualification or withdrawal of the then
current ratings assigned to the Certificates, by written instrument, in
triplicate, which instrument shall be delivered to the resigning Trustee and the
successor Trustee. If no successor Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee. The Trustee will bear
all reasonable costs and expenses of each other party hereto and each Rating
Agency in connection with such resignation.

            If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor or Master Servicer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Depositor may remove the Trustee and promptly appoint a
successor Trustee by written instrument, which shall be delivered to the Trustee
so removed and to the successor Trustee. The Holders of Certificates entitled to
more than [50]% of the Voting Rights of all of the Certificates may at any time
remove the Trustee and appoint a successor Trustee by written instrument or
instruments, in seven originals, signed by


                                     -187-
<PAGE>

such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered to the Depositor, one complete set to the
Master Servicer, one complete set to the Trustee so removed and one complete set
to the successor Trustee so appointed.

            In the event that the Trustee is terminated or removed pursuant to
this Section 8.07, all of its rights and obligations under this Agreement and in
and to the Mortgage Loans shall be terminated, other than any rights or
obligations that accrued prior to the date of such termination or removal
(including the right to receive all fees, expenses and other amounts accrued or
owing to it under this Agreement, plus interest at the Advance Rate on all such
amounts until received to the extent such amounts bear interest as provided in
this Agreement, with respect to periods prior to the date of such termination or
removal).

            Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

            Section 8.08 Successor Trustee. (a) Any successor Trustee appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Master Servicer and to the predecessor Trustee, as the case may
be, instruments accepting their appointment hereunder, 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 hereunder, with the like effect as if originally named as Trustee
herein, provided that the appointment of such successor Trustee shall not, as
evidenced in writing by each Rating Agency, result in a downgrade, qualification
or withdrawal of the then current ratings assigned to the Certificates. The
predecessor Trustee shall deliver to the successor Trustee all Mortgage Files
and related documents and statements held by it hereunder, 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 8.08 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 8.06.

            Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
Trustee hereunder 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 successor
Trustee shall cause such notice to be mailed at the expense of the Depositor.

            (b) Any successor Trustee appointed pursuant to this Agreement shall
satisfy the eligibility requirements set forth in Section 8.06 hereof.

            Section 8.09 Merger or Consolidation of Trustee. Any corporation or
banking association into which the Trustee may be merged or converted or with
which it may be consolidated or any corporation or banking association resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation or banking association


                                     -188-
<PAGE>

succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided that such
corporation or banking association 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.
Notwithstanding any other provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund 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 (at the expense of the Trustee) as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or
any part of the Trust Fund, and to vest in such Person or Persons, in such
capacity, such title to the Trust Fund, 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 be in existence or shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
case an Event of Default shall have occurred and be continuing, the Trustee
alone shall have the power to make such appointment. Except as required by
applicable law, the appointment of a co-trustee or separate trustee shall not
relieve the Trustee of its responsibilities, obligations and liabilities
hereunder. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor Trustee under Section 8.06 hereunder 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 (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed (whether as Trustee hereunder or as successor to the
Master Servicer hereunder), the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations (including the holding of title to the Trust Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee solely at the direction of the Trustee.

            No trustee under this Agreement shall be personally liable by reason
of any act or omission of any other trustee under this Agreement. The Depositor
and the Trustee acting jointly may at any time accept the resignation of or
remove any separate trustee or co-trustee, or if the separate trustee or
co-trustee is an employee of the Trustee, the Trustee acting alone may accept
the resignation of or remove any separate trustee or co-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 this Agreement and the conditions
of this Article VIII. Every such instrument shall be filed with the


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Trustee. Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its
instrument of appointment, either jointly with the Trustee or separately, as may
be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. In no
event shall any such separate trustee or co-trustee be entitled to any provision
relating to the conduct of, affecting the liability of, or affording protection
to, such separate trustee or co-trustee that imposes a standard of conduct less
stringent than that imposed on the Trustee hereunder, affording greater
protection than that afforded to the Trustee hereunder or providing a greater
limit on liability than that provided to the Trustee hereunder.

            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 this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

            Section 8.11 Controlling Certificateholders and Controlling Class
Representative (a) Each Controlling Certificateholder is hereby deemed to have
agreed by virtue of its purchase of a Certificate to provide its name and
address to the Trustee and to notify the Trustee of the transfer of any
Certificate of the Controlling Class, the selection of a Controlling Class
Representative or the resignation or removal thereof. Any Certificateholder or
its designee at any time appointed Controlling Class Representative is hereby
deemed to have agreed by virtue of its purchase of a Certificate to notify the
Trustee when such Certificateholder is appointed Controlling Class
Representative and when it is removed or resigns. Upon receipt of such notice,
the Trustee will notify the Special Servicer of the identity of the Controlling
Class Representative and any resignation or removal thereof.

            (b) The initial Controlling Class Representative shall be Allied
Capital Corporation, a Maryland corporation.

            (c) Once a Controlling Class Representative has been selected
pursuant to clause (b) above, each of the Master Servicer, the Special Servicer,
the Depositor, the Trustee and each other Certificateholder (or Beneficial
Owner, if applicable) shall be entitled to rely on such selection unless a
majority of the Certificateholders of the Controlling Class, by Certificate
Principal Amount, or such Controlling Class Representative shall have notified
the Trustee and each other Certificateholder of the Controlling Class, in
writing, of the resignation of such Controlling Class Representative or the
selection of a new Controlling Class Representative. Upon the resignation of a
Controlling Class Representative, the Trustee shall request the
Certificateholders of the Controlling Class to select a new Controlling Class
Representative.

            (d) If at any time a Book-Entry Certificate belongs to the
Controlling Class, the Trustee shall notify the related Beneficial Owner or
Beneficial Owners (through the Depositor, unless the Trustee shall have been
previously provided with the name and address of such Beneficial Owner or
Beneficial Owners) of such event and shall request that it be informed of any
change in the identity of the related Beneficial Owner from time to time.


                                     -190-
<PAGE>

            (e) Until it receives notice to the contrary each of the Master
Servicer, the Special Servicer and the Trustee shall be entitled to rely on the
most recent notification with respect to the identity of the Certificateholders
of the Controlling Class and the Controlling Class Representative.

            (f) The Controlling Class Representative will have no liability to
the Trust Fund or Certificateholders for any action taken, or for refraining
from the taking of any action, in good faith pursuant to this Agreement, or for
error in judgment; provided, however, that the Controlling Class Representative
will not be protected against any liability to any Controlling Class
Certificateholder which would otherwise be imposed by reason of willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations or duties.

            (g) By its acceptance of a Certificate, each Certificateholder shall
be deemed to have confirmed its understanding that (i) may have special
relationships and interests that conflict with those of Holders of one or more
Classes of Certificates, (ii) may act solely in the interests of the holders of
the Controlling Class, (iii) does not have any duties to the holders of any
Class of Certificates other than the Controlling Class, (iv) may take actions
that favor the interests of the holders of the Controlling Class over the
interests of the holders of one or more other Classes of Certificates, and (v)
will have no liability whatsoever for having so acted and that no
Certificateholder may take any action whatsoever against the Controlling Class
Representative or any director, officer, employee, agent or principal of the
Controlling Class Representative for having so acted.

                                   ARTICLE IX

                  TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE

            Section 9.01 Termination; Optional Mortgage Loan Purchase. (a) The
respective obligations and responsibilities of the Master Servicer, the Special
Servicer, the Depositor and the Trustee created hereby with respect to the
Certificates (other than the obligation to make certain payments and to send
certain notices to Certificateholders as hereinafter set forth) shall terminate
immediately following the earlier to occur of (i) the purchase by the Holders of
the Controlling Class, the Special Servicer, the Master Servicer or the Holders
of the [Class LR] Certificates of all Mortgage Loans then included in the Trust
Fund pursuant to subsection (c), (ii) the exchange by the Remaining
Certificateholder pursuant to subsection (h) and (iii) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created hereby continue beyond the expiration of twenty-one years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date
hereof.

            (b) The Upper-Tier REMIC and the Lower-Tier REMIC shall be
terminated and the assets of the Trust Fund with respect to each such Trust
REMIC shall be sold or otherwise disposed of in connection therewith, pursuant
to a "plan of complete liquidation" within the meaning of Code Section
860F(a)(4)(A) providing for the actions contemplated by the provisions hereof
pursuant to which the applicable Notice of Termination is given and requiring


                                     -191-
<PAGE>

that the assets of each of the Upper-Tier REMIC and the Lower-Tier REMIC shall
be sold for cash and that each such Trust REMIC shall terminate on a
Distribution Date occurring not more than 90 days following the date of adoption
of the plan of complete liquidation. For purposes of this Section 9.01(b), the
Notice of Termination given pursuant to Section 9.01(c) shall constitute the
adoption of the plan of complete liquidation as of the date such notice is
given, which date shall be specified by the Master Servicer in the final federal
income tax returns of the Upper-Tier REMIC and the Lower-Tier REMIC.
Notwithstanding the termination of the Trust REMICs or the Trust Fund, the
Trustee shall be responsible for filing the final Tax Returns for the Trust
REMICs and applicable income tax or information returns for the Grantor Trust
for the period ending with such termination, and shall maintain books and
records with respect to the Trust REMICs and the Grantor Trust for the period
for which it maintains its own tax returns or other reasonable period.

            (c) The Holders of the Controlling Class representing greater than
[50]% Percentage Interest of the Controlling Class may effect an early
termination of the Trust Fund, upon not less than 30 days' prior notice given to
the Depositor, the Trustee and Master Servicer any time on or after the Early
Termination Notice Date specifying the Anticipated Termination Date, by
purchasing on such date all, but not less than all, of the Mortgage Loans then
included in the Trust Fund, and all property acquired in respect of any Mortgage
Loan, at a purchase price, payable in cash, equal to not less than the greater
of:

            (i) the sum of

                  (A) 100% of the unpaid principal balance of each Mortgage Loan
            included in the Trust Fund as of the last day of the month preceding
            such Distribution Date;

                  (B) the fair market value of all other property included in
            the Trust Fund as of the last day of the month preceding such
            Distribution Date, as determined by an Independent appraiser
            acceptable to the Master Servicer as of the date not more than 30
            days prior to the last day of the month preceding such Distribution
            Date;

                  (C) all unpaid interest accrued on such principal balance of
            each such Mortgage Loan (including for this purpose any Mortgage
            Loan as to which title to the related Mortgaged Property has been
            acquired) at the Mortgage Rate (plus the Excess Rate, to the extent
            applicable) to the last day of the Interest Accrual Period preceding
            such Distribution Date; and

                  (D) the aggregate amount of Property Advances (to the extent
            not reimbursed by or on behalf of the related Mortgagor), and unpaid
            Servicing Fees, Special Servicing Compensation, Trustee Fees and
            Trust Fund expenses, in each case to the extent permitted hereby
            with interest on all unreimbursed Advances at the Advance Rate; and

            (ii) the aggregate fair market value of the Mortgage Loans and all
      other property acquired in respect of any Mortgage Loan on the last day of
      the month


                                     -192-
<PAGE>

      preceding such Distribution Date, as determined by an Independent
      appraiser acceptable to the Master Servicer as of a date not more than 30
      days prior to the last day of the month preceding such Distribution Date,
      together with one month's interest thereon at the related Mortgage Rates.

            The Holders of the Controlling Class representing greater than a
[50]% Percentage Interest of the Controlling Class, or if such Holders do not,
the Special Servicer, or if neither such Holders nor the Special Servicer do,
the Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a [50]% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to this Agreement or by the Trust Fund
in connection with the purchase of the Mortgage Loans and other assets of the
Trust Fund pursuant to this Section 9.01(c) shall be borne by the party
exercising its purchase rights hereunder. The Trustee shall be entitled to rely
conclusively on any determination made by an Independent appraiser pursuant to
this subsection (c).

            (d) If the Trust Fund has not been previously terminated pursuant to
subsection (c) or subsection (h) of this Section 9.01, the Trustee shall
determine as soon as practicable the Distribution Date on which the Trustee
reasonably anticipates, based on information with respect to the Mortgage Loans
previously provided to it, that the final distribution will be made (i) to the
Holders of outstanding Regular Certificates, and to the Trustee in respect of
the Lower-Tier Regular Interests, notwithstanding that such distribution may be
insufficient to distribute in full an amount equal to the remaining Certificate
Principal Amount of each such Certificate or Lower-Tier Regular Interest,
together with amounts required to be distributed on such Distribution Date
pursuant to Section 4.01 or (ii) if no such Regular Certificates are then
outstanding, to the Holders of the [Class LR] Certificates of any amount
remaining in the Collection Account or the Lower-Tier Distribution Account, and
to the Holders of the [Class R] Certificates of any amount remaining in the
Upper-Tier Distribution Account, in either case, following the later to occur of
(a) the receipt or collection of the last payment due on any Mortgage Loan
included in the Trust Fund or (b) the liquidation or disposition pursuant to
Section 3.18 of the last asset held by the Trust Fund and (iii) to the holders
of Certificates entitled to receive Excess Interest, as provided in Section
2.07(b), of any amount remaining in the Excess Interest Distribution Account.

            (e) Notice of any termination of the Trust Fund pursuant to this
Section 9.01 shall be mailed by the Trustee to affected Certificateholders with
a copy to the Master Servicer and each Rating Agency at their addresses shown in
the Certificate Registrar as soon as practicable after the Trustee shall have
received, given or been deemed to have received a Notice of Termination but in
any event not more than thirty days, and not less than ten days, prior to the
Anticipated Termination Date. The notice mailed by the Trustee to affected
Certificateholders shall:


                                     -193-
<PAGE>

            (i) specify the Anticipated Termination Date on which the final
      distribution is anticipated to be made to Holders of Certificates of the
      Classes specified therein;

            (ii) specify the amount of any such final distribution, if known;
      and

            (iii) state that the final distribution to Certificateholders will
      be made only upon presentation and surrender of Certificates at the office
      of the Paying Agent therein specified.

            If the Trust Fund is not terminated on any Anticipated Termination
Date for any reason, the Trustee shall promptly mail notice thereof to each
affected Certificateholder.

            (f) Any funds not distributed on the Termination Date because of the
failure of any Certificateholders to tender their Certificates shall be set
aside and held in trust for the account of the appropriate non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant
to this Section 9.01 shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trustee shall mail a second
notice to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 9.01.

            (g) For purposes of this Section 9.01, the Remaining
Certificateholder shall have the first option to terminate the Trust Fund
pursuant to subsection (h), and then the Holders of the Controlling Class, and
then the Special Servicer, and then the Depositor, and then the Master Servicer,
and then the Holder of the [Class LR] Certificates, in each of the last five
cases, pursuant to subsection (c).

            (h) Following the date on which the aggregate Certificate Balance of
the [Class A], [Class B] and [Class C] Certificates is reduced to zero, the
Remaining Certificateholder shall have the right to exchange all of its
Certificates, including the [Class X] Certificates (other than the Residual
Certificates) for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving
written notice to all the parties hereto no later than 60 days prior to the
anticipated date of exchange. In the event that the Remaining Certificateholder
elects to exchange all of its Certificates, including the [Class X]
Certificates, (other than the Residual Certificates) for all of the Mortgage
Loans and each REO Property remaining in the Trust Fund in accordance with the
preceding sentence, such Remaining Certificateholder, not later than the
Termination Date, shall


                                     -194-
<PAGE>

deposit in the Collection Account an amount in immediately available funds equal
to all amounts due and owing to the Depositor, the Master Servicer, the Special
Servicer and the Trustee hereunder through the date of the liquidation of the
Trust Fund that may be withdrawn from the Collection Account, but only to the
extent that such amounts are not already on deposit in the Collection Account.
Upon confirmation that such final deposits have been made and following the
surrender of all remaining Certificates by the Remaining Certificateholder on
the Termination Date, the Trustee shall, upon receipt of a Request for Release
from the Master Servicer, release or cause to be released to the Remaining
Certificateholder or any designee thereof, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the Remaining Certificateholder as shall be
necessary to effectuate transfer of the Mortgage Loans and REO Properties
remaining in the Trust Fund, and the Trust Fund shall be liquidated in
accordance with this Section 9.01. Thereafter, the Trust Fund and the respective
obligations and responsibilities under this Agreement of the Depositor, the
Master Servicer, the Special Servicer and the Trustee (other than annual tax
returns and maintenance of books and records and the preparation and filing of
final tax returns), shall terminate. Such transfers shall be subject to any
rights of any Sub-Servicers to service (or to perform select servicing functions
with respect to) the Mortgage Loans. For federal income tax purposes, the
Remaining Certificateholder shall be deemed to have purchased the assets of the
Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of its
remaining Certificates (other than the Residual Certificates), plus accrued and
unpaid interest with respect thereto, and the Trustee shall credit such amounts
against amounts distributed in respect of such Certificates. The remaining
Mortgage Loans and REO Properties are deemed distributed to the Remaining
Certificateholder in liquidation of the Trust Fund pursuant to this Section
9.01.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            Section 10.01 Counterparts. This 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 10.02 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, 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 Fund, 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 Fund, 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 this Agreement pursuant to any provision hereof.


                                     -195-
<PAGE>

            No Certificateholder shall have any right to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement or any Mortgage Loan, 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 representing
Percentage Interests of at least [25]% of each affected Class of Certificates
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. 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 of any Class shall have any right in any manner whatever by virtue
of any provision of this 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 this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Holders of Certificates of such Class. 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 10.03 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

            Section 10.04 Notices .Any communications provided for or permitted
hereunder shall be in writing and, unless otherwise expressly provided herein,
shall be deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to: (i) in the case of
the Depositor, GS Mortgage Securities Corporation II, 85 Broad Street, New York,
New York 10004, Attention: Rolf Edwards, telecopy number: (212) 346-3594, with a
copy to: Samuel Ramos, Esq., telecopy number: (212) 428-3141; (ii) in the case
of the Master Servicer, [__________________________], Attention:
[_________________________], telecopy number: [____________] [(with copies to
General Counsel (telecopy number: ________________)]; (iii) in the case of the
Special Servicer, [__________________], Attention: [___________], telecopy
number: [___________]; (iv) in the case of the Trustee, [___________] Attention:
[___________], telecopy number: [___________]; (v) in the case of the Rating
Agencies, (a) [___________], Attention: [___________], telecopy number:
[___________], and (b) [___________], Attention: [___________], telecopy number:
[___________]; (vi) in the case of the Mortgage Loan Sellers, (a)
[______________], Attention: [______________], telecopy number:
[______________], with a copy to: [______________], telecopy number:
[______________], and (b) [______________], Attention: [______________],
telecopy number: [______________]; (vii) in the case of the Underwriters, (a)
[______________], telecopy number: [______________], with a copy to:
[______________], telecopy number: [______________], (b) [__________________],
Attention: [__________________], telecopy number: [__________________], with a
copy to [__________________], (c) [__________________], Attention:
[__________________],


                                     -196-
<PAGE>

telecopy number: [__________________], (d) [__________________], Attention:
[______________] [with a copy to the attention of General Counsel], telecopy
number: [____________], and (d) [____________], Attention: [____________];
(viii) in the case of the Controlling Class Representative, [____________],
Attention: [____________], telecopy number: [____________], or as to each such
Person such other address as may hereafter be furnished by such Person to the
parties hereto in writing. Any communication required or permitted to be
delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.

            Section 10.05 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then, to the extent permitted by applicable law,
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

            Section 10.06 Notice to the Depositor and Each Rating Agency. (a)
The Trustee shall use its best efforts to promptly provide notice to the
Depositor and each Rating Agency with respect to each of the following of which
a Responsible Officer of the Trustee has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Event of Default that has not been cured;

            (iii) the merger, consolidation, resignation or termination of the
      Master Servicer, Special Servicer or the Trustee;

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

            (v) the final payment to any Class of Certificateholders;

            (vi) any change in the location of the Collection Account, the
      Lower-Tier Distribution Account or the Upper-Tier Distribution Account;

            (vii) any event that would result in the voluntary or involuntary
      termination of any insurance of the accounts of the Master Servicer; and

            (viii) any change in the lien priority of a Mortgage Loan.

            (b) The Master Servicer (or the Trustee with respect to item (iv)
below) shall promptly furnish to each Rating Agency copies of the following:

            (i) each of its annual statements as to compliance described in
      Section 3.14;


                                     -197-
<PAGE>

            (ii) each of its annual independent public accountants' servicing
      reports described in Section 3.15;

            (iii) upon request, a copy of each operating and other financial
      statements, rent rolls, occupancy reports, and sales reports to the extent
      such information is required to be delivered under a Mortgage Loan, in
      each case to the extent collected pursuant to Section 4.02;

            (iv) upon request, each Distribution Date Statement described in
      Section 4.02 and Section 3.20; and

            (v) upon request, each inspection report prepared in connection with
      any inspection conducted pursuant to Section 3.19.

            (c) The Master Servicer shall furnish each Rating Agency with such
information with respect to the Trust Fund, any Mortgaged Property, a Mortgagor
and a non-performing or Specially Serviced Mortgage Loan as such Rating Agency
shall reasonably request and which the Master Servicer can reasonably obtain.
The Rating Agencies shall not be charged any fee or expense in connection
therewith.

            Section 10.07 Amendment. This Agreement or any Custodial Agreement
may be amended from time to time by the Depositor, the Master Servicer, the
Special Servicer and the Trustee, without the consent of any of the
Certificateholders (i) to cure any ambiguity to the extent that it does not
adversely affect any holders of Certificates; (ii) to correct or supplement any
of its provisions which may be inconsistent with any other provisions of this
Agreement or to correct any error; (iii) to change the timing and/or nature of
deposits in the Collection Account, the Lower-Tier Distribution Account, the
Upper-Tier Distribution Account or the REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior
to the related Distribution Date, (B) the change would not adversely affect in
any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of _____ or
_____, as evidenced by a letter from each of _____ and _____; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the status of the Grantor Trust as a
grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee has received an opinion of counsel (at the
expense of the party requesting the amendment) to the effect that (1) the action
is necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under this Agreement or any other
change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and Rating Agency Confirmation; and (vi) to amend or
supplement any provision of this


                                     -198-
<PAGE>

Agreement to the extent necessary to maintain the ratings assigned to each Class
of Certificates by each of _____ and _____, as evidenced by Rating Agency
Confirmation; provided, that no amendment may be made that changes in any manner
the obligations or rights of any Mortgage Loan Seller under a Loan Sale
Agreement without the consent of the affected Mortgage Loan Seller. Expenses
incurred with respect to any amendment pursuant to clause (vi) shall be borne by
the party requesting such amendment.

            In addition, in the event that one but not both of the two
promissory notes evidencing the _____ AB Mortgage Loan are repurchased by a
Mortgage Loan Seller, this Agreement may be amended, without the consent of any
Certificateholder, to add or modify provisions relating to Companion Loans for
purposes of the servicing and administration of the repurchased promissory note,
provided that the amendment will not adversely affect in any material respect
the interests of any Certificateholder, as evidenced by Rating Agency
Confirmation. Prior to the effectiveness of any such amendment, in the event
that one but not both of the Notes with respect to the _____ AB Mortgage Loan
are repurchased, the provisions of Annex A of each Loan Sale Agreement shall
govern the servicing and administration of the _____ AB Mortgage Loan.

            Further, the Depositor, the Master Servicer, the Special Servicer
and the Trustee, at any time and from time to time, without the consent of the
Certificateholders, may amend this Agreement to modify, eliminate or add to any
of its provisions to such extent as shall be necessary to maintain the
qualification of each Trust REMIC as a REMIC or of the Grantor Trust as a
grantor trust, or to prevent the imposition of any additional material state or
local taxes, at all times that any Certificates are outstanding; provided,
however, that such action, as evidenced by an Opinion of Counsel (obtained at
the expense of the Trust Fund), is necessary or helpful to maintain such
qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder.

            This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than [66-2/3]% of the Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:

            (i) reduce in any manner the amount of, or delay the timing of,
      payments received on the Mortgage Loans which are required to be
      distributed on a Certificate of any Class without the consent of the
      holder of that Certificate,

            (ii) reduce the aforesaid percentage of Certificates of any Class
      the holders of which are required to consent to the amendment without the
      consent of the holders of all Certificates of that Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
      Certificates,


                                     -199-
<PAGE>

            (iv) change in any manner the obligations or rights of any Mortgage
      Loan Seller under a Purchase Agreement without the consent of each
      Mortgage Loan Seller, or

            (v) without the consent of 100% of the holders of Certificates or
      Rating Agency Confirmation, amend the Servicing Standard.

            Notwithstanding the foregoing, no amendment that would adversely
affect in any material respect the interests of any holder of a Companion Loan
may be made without the consent of the holder of the related Companion Loan.

            In the event that neither the Depositor nor any successor thereto,
if any, is in existence, any amendment under this Section 10.07 shall be
effective with the consent of the Trustee and the Master Servicer, in writing,
and to the extent required by this Section, the Certificateholders. Promptly
after the execution of any amendment, the Master Servicer shall forward to the
Trustee and the Trustee shall furnish written notification of the substance of
such amendment to each Certificateholder and each Rating Agency. It shall not be
necessary for the consent of Certificateholders under this Section 10.07 to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The method 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; provided, however, that such method shall always be
by affirmation and in writing.

            Notwithstanding any contrary provision of this Agreement, no
amendment shall be made to this Agreement or any Custodial Agreement unless, if
requested by the Master Servicer and/or the Trustee, the Master Servicer and the
Trustee shall have received an Opinion of Counsel, at the expense of the party
requesting such amendment (or, if such amendment is required by any Rating
Agency to maintain the rating issued by it or requested by the Trustee for any
purpose described in clause (i) or (ii) of the first sentence of this Section,
then at the expense of the Trust Fund), to the effect that such amendment will
not cause either the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as
a REMIC at any time that any Certificates are outstanding, will not cause a tax
to be imposed on either Trust REMIC under the REMIC Provisions (other than a tax
at the highest marginal corporate tax rate on net income from foreclosure
property) and will not cause the Grantor Trust to fail to qualify as a grantor
trust. Prior to the execution of any amendment to this Agreement or any
Custodial Agreement, the Trustee, the Special Servicer and the Master Servicer
may request and shall be entitled to rely conclusively upon an Opinion of
Counsel, at the expense of the party requesting such amendment (or, if such
amendment is required by any Rating Agency to maintain the rating issued by it
or requested by the Trustee for any purpose described in clause (i), (ii), (iii)
or (v) (which do not modify or otherwise relate solely to the obligations,
duties or rights of the Trustee) of the first sentence of this Section, then at
the expense of the Trust Fund) stating that the execution of such amendment is
authorized or permitted by this Agreement. The Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's own
rights, duties or immunities under this Agreement.

            Section 10.08 Confirmation of Intent .The Depositor intends that the
conveyance of the Depositor's right, title and interest in and to the Mortgage
Loans pursuant to this


                                     -200-
<PAGE>

Agreement shall constitute a sale and not a pledge of security for a loan. If
such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan
shall be established pursuant to the terms of this Agreement. The Depositor also
intends and agrees that, in such event, (i) the Depositor shall be deemed to
have granted to the Trustee (in such capacity) a first priority security
interest in the Depositor's entire right, title and interest in and to the
assets comprising the Trust Fund, including without limitation, the Mortgage
Loans, all principal and interest received or receivable with respect to the
Mortgage Loans (other than principal and interest payments due and payable prior
to the Cut-off Date and Principal Prepayments received prior to the Cut-off
Date), all amounts held from time to time in the Collection Account, the
Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account, the Excess
Liquidation Proceeds Reserve Account and, if established, the REO Account, and
all reinvestment earnings on such amounts, and all of the Depositor's right,
title and interest in and to any Insurance Proceeds related to such Mortgage
Loans and (ii) this Agreement shall constitute a security agreement under
applicable law. This Section 11.07 shall constitute notice to the Trustee
pursuant to any of the requirements of the applicable UCC.

            Section 10.09 No Intended Third-Party Beneficiaries. No Persons
other than a party to this Agreement, any Certificateholder and any Companion
Holder, shall have any rights with respect to the enforcement of any of the
rights or obligations hereunder. In the event that one but not both of the Notes
with respect to the ________ AB Mortgage Loan are repurchased, the holder of the
repurchased Note shall be a third party beneficiary of this Agreement.

            Without limiting the foregoing, the parties to this Agreement
specifically state that no Mortgagor, property manager or other party to a
Mortgage Loan is an intended third-party beneficiary of this Agreement.

            Section 10.10 Request by Certificateholders. Where information or
reports are required to be delivered to a Certificateholder or any Companion
Holder upon request pursuant to the terms of this Agreement, such request can be
in the form of a single blanket request by a Certificateholder or any Companion
Holder to the Trustee, the Master Servicer or the Special Servicer, as
applicable, and, with respect to such Certificateholder, such request shall be
deemed to relate to each date such report or information may be requested. The
notice shall set forth the applicable Sections where such reports and
information are requested.

                            [Signature Pages Follow]


                                     -201-
<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Master Servicer, the Special
Servicer and the Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized all as of the day and year first
above written.

                                       GS MORTGAGE SECURITIES CORPORATION II,
                                          as Depositor


                                       By: /s/
                                          --------------------------------------
                                          Name: [Daniel Sparks]
                                          Title: Vice President



                                       [_______________], as Master Servicer
                                       By: /s/
                                          --------------------------------------
                                          Name:
                                          Title:



                                       [_______________], as Special Servicer


                                        By: /s/
                                           -------------------------------------
                                           Name:
                                           Title:



                                       [_______________], as Trustee, Custodian,
                                           Certificate Registrar

                                       By: /s/
                                          --------------------------------------
                                          Name:
                                          Title:

<PAGE>


STATE OF [____________] )
                        )  ss:
COUNTY OF [__________]  )

            On this [__]th day of [____], 20__, before me, the undersigned, a
Notary Public in and for the State of New York, duly commissioned and sworn,
personally appeared [___________________], to me known who, by me duly sworn,
did depose and acknowledge before me and say that he/she resides at
[___________________________________________]; that he/she is the
[________________] of GS Mortgage Securities Corporation II, a NY Limited
Partnership corporation, the corporation described in and that executed the
foregoing instrument; and that he/she signed his/her name thereto under
authority of the board of directors of said corporation and on behalf of such
corporation.

            WITNESS my hand and seal hereto affixed the day and year first above
written.

                                              /s/
                                    --------------------------------------------
                                            Notary Public in and for the
                                               State of [____________]

                [SEAL]

My Commission expires:

____________________________________________
This instrument prepared by:  _________________

<PAGE>

STATE OF [____________]   )
                          )  ss.:
COUNTY OF [____________]  )

            On this [__]th day of [____], 20__, before me, the undersigned, a
Notary Public in and for the State of [____________], duly commissioned and
sworn, personally appeared [________], to me known who, by me duly sworn, did
depose and acknowledge before me and say that he/she resides at [_______]; that
he/she is the [_______] of [_______], a [___________________________], the
[____________] described in and that executed the foregoing instrument; and that
he/she signed his/her name thereto under authority of the board of directors of
said corporation and on behalf of such corporation.

            WITNESS my hand and seal hereto affixed the day and year first above
written.

                                               /s/
                                      ------------------------------------------
                                            Notary Public in and for the
                                                  State of [______]

                [SEAL]

My Commission expires:

____________________________________________



This instrument prepared by:  _________________

<PAGE>

STATE OF [____________] )
                        )  ss.:
COUNTY OF [__________]  )

            On this [__]th day of [_____], 20__, before me, the undersigned, a
Notary Public in and for the State of [____________], duly commissioned and
sworn, personally appeared [_______], to me known who, by me duly sworn, did
depose and acknowledge before me and say that she resides at [_______]; that she
is a [_______] of [_______], a [_______] corporation, the corporation described
in and that executed the foregoing instrument; and that she signed her name
thereto under authority of the Board of Directors of said corporation and on
behalf of such corporation.

            WITNESS my hand and seal hereto affixed the day and year first above
written.

                                                /s/
                                       -----------------------------------------
                                       Print Name:
                                       NOTARY PUBLIC, State of [____]
                                       Serial No., if any:______________________


My Commission expires:

[NOTARIAL SEAL]

<PAGE>

STATE OF [____________] )
                        )  ss.:
COUNTY OF [__________]  )

            On this [__]th day of [____], 20__, before me, the undersigned, a
Notary Public in and for the State of [____________], duly commissioned and
sworn, personally appeared [_______], to me known who, by me duly sworn, did
depose and acknowledge before me and say that he/she is the [_______] of
[_______], a [______________________], the [________________________] described
in and that executed the foregoing instrument; and that he/she signed his/her
name thereto under authority of the board of directors of said corporation and
on behalf of such national banking association.

            WITNESS my hand and seal hereto affixed the day and year first above
written.

                                             /s/
                                      ------------------------------------------
                                            Notary Public in and for the
                                                  State of [_____]

                [SEAL]

My Commission expires:

____________________________________________


            This instrument prepared by:  _________________

<PAGE>

                                   Schedule I

                        Additional Servicing Fee Schedule

   Loan                                             Sub-Servicer   Sub-Servicer
  Number                    Loan Name                   Name         Fee (bps)
----------        -----------------------------    -------------  --------------






                                      I-1
<PAGE>

                                   Schedule II

                               Broker Strip Loans



  Loan No.              Loan Name           Broker Strip Holder       Strip
--------------------------------------------------------------------------------






                                      II-1
<PAGE>


                                  Schedule III

                           STRIP CALCULATION SCHEDULE

                          Distribution Date      Rate

















                         June 2006              5.440%


                                     III-1


<PAGE>

                                   EXHIBIT A-1


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                           SERIES 20__-__, [CLASS A-1]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.


                                     A-1-1
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                           SERIES 20__-__, [CLASS A-1]

Pass-Through Rate:  [_____]%

First Distribution Date:  [__________,    Cut-Off Date:  [__________, 20__]
20__]

Aggregate Initial Certificate Principal   Scheduled Final Distribution Date:
Amount of the [Class A-1]                 [__________, 20__]
Certificates:  $[__________]

CUSIP:  [__________]                      Initial Certificate Principal Amount
                                          of this Certificate:  $[__________]
ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class A-1] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-2], [Class A-3], [Class B], [Class C], [Class X-1], [Class
X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R]
and [Class LR] Certificates (together with the [Class A-1] Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling Agreement
are collectively referred to herein as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [__________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling Agreement.

   This Certificate represents a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class A-1]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.


                                     A-1-2
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class A-1] Certificates is the
calendar month preceding the month in which such Distribution Date occurs and is
assumed to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-1-3
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-1-4
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-1-5
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement of the Pooling Agreement
and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan contained in the Trust Fund; provided,
however, that in no event shall the trust created thereby continue beyond the
expiration of twenty-one years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the United Kingdom, living on the date of the Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-1-6
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class A-1] Certificate to be
duly executed.

                                       [_________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class A-1] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [_________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-1-7
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto
_______________________________________________________________________________
______________________________ (please print or typewrite name(s) and
address(es), including postal zip code(s) of assignee(s)) ("Assignee(s)") the
entire Percentage Interest represented by the within [Class A-1] Certificate and
hereby authorize(s) the registration of transfer of such interest to Assignee(s)
on the Certificate Register of the Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class A-1]
Certificate of the entire Percentage Interest represented by the within [Class
A-1] Certificates to the above-named Assignee(s) and to deliver such [Class A-1]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-1-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-1-9
<PAGE>

                                   EXHIBIT A-2


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                           SERIES 20__-__, [CLASS A-2]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

   THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

   PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

   FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A PRO RATA
UNDIVIDED BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


                                     A-2-1
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                           SERIES 2003-C1, CLASS A-2A

Pass-Through Rate:  [_____]%

First Distribution Date:  [__________,    Cut-Off Date:  [__________, 20__]
20__]

Aggregate Initial Certificate Principal   Scheduled Final Distribution Date:
Amount of the [Class A-2]                 [__________, 20__]
Certificates:  $[__________]

CUSIP:  [__________]                      Initial Certificate Principal Amount
                                          of this Certificate:  $[__________]
ISIN:   [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class A-2] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-3], [Class B], [Class C], [Class X-1], [Class
X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R]
and [Class LR] Certificates (together with the [Class A-2] Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling Agreement
are collectively referred to herein as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [__________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class A-2]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.


                                     A-2-2
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class A-2] Certificates is the
calendar month preceding the month in which such Distribution Date occurs and is
assumed to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-2-3
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-2-4
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-2-5
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement of the Pooling Agreement
and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan contained in the Trust Fund; provided,
however, that in no event shall the trust created thereby continue beyond the
expiration of twenty-one years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the United Kingdom, living on the date of the Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-2-6
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class A-2] Certificate to be
duly executed.

                                       [_________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________

                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class A-2] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [_________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-2-7
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto
________________________________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class A-2] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class A-2]
Certificate of the entire Percentage Interest represented by the within [Class
A-2] Certificates to the above-named Assignee(s) and to deliver such [Class A-2]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-2-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                      A-2-9
<PAGE>

                                   EXHIBIT A-3


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                           SERIES 20__-__, [CLASS A-3]

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

   THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

   PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

     FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A PRO
  RATA UNDIVIDED BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE
   MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
 SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


                                     A-3-1
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                           SERIES 20__-__, [CLASS A-3]

Pass-Through Rate:  [_____]%

First Distribution Date:  [__________,    Cut-Off Date:  [__________, 20__]
20__]

Aggregate Initial Certificate Principal   Scheduled Final Distribution Date:
Amount of the [Class A-3]                 [__________, 20__]
Certificates:  $[__________]

CUSIP:  [__________]                      Initial Certificate Principal Amount
                                          of this Certificate:  $[__________]
ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class A-3] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2], [Class B], [Class C], [Class X-1], [Class
X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R]
and [Class LR] Certificates (together with the [Class A-3] Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling Agreement
are collectively referred to herein as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [__________, 20__] (the "Pooling
Agreement"), by and among [______________________________], as Depositor,
[______________________________], as Master Servicer,
[______________________________], as Special Servicer, and Wells Fargo Bank
Minnesota, N.A., as Trustee. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class A-3]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.


                                     A-3-2
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class A-3] Certificates is the
calendar month preceding the month in which such Distribution Date occurs and is
assumed to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-3-3
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-3-4
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-3-5
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement of the Pooling Agreement
and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan contained in the Trust Fund; provided,
however, that in no event shall the trust created thereby continue beyond the
expiration of twenty-one years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the United Kingdom, living on the date of the Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-3-6
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class A-3] Certificate to be
duly executed.

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Trustee


                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class A-3] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent


                                       By:  __________________________________
                                            Authorized Signatory


                                     A-3-7
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto
________________________________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class A-3] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class A-3]
Certificate of the entire Percentage Interest represented by the within [Class
A-3] Certificates to the above-named Assignee(s) and to deliver such [Class A-3]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-3-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                      A-3-9
<PAGE>

                                   EXHIBIT A-4


                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                           SERIES 20__-__, [CLASS X-1]

   [If a Global Certificate is to be held by or for The Depository Trust
Company, then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

   THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

   THE HOLDERS OF THIS [CLASS X-1] CERTIFICATE WILL BE ENTITLED ONLY TO
DISTRIBUTIONS OF INTEREST ON THE NOTIONAL AMOUNT OF THE [CLASS X-1] CERTIFICATES
AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE
NOTIONAL AMOUNT OF THE [CLASS X-1] CERTIFICATES FOR ANY DISTRIBUTION DATE IS AS
SET FORTH IN THE POOLING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTIONAL AMOUNT SET FORTH BELOW.

   TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

   FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

   THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-4-1
<PAGE>

   [If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

   [If Restricted Certificate issued to an Institutional Accredited Investor
which is not a qualified institutional buyer within the meaning of Rule 144A
under the Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY
HOLDER OF THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT
EXCHANGE THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]


                                     A-4-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                           SERIES 20__-__, [CLASS X-1]

Pass-Through Rate:  As determined in
accordance with the Pooling Agreement

First Distribution Date:  [__________,    Cut-Off Date:  [__________, 20__]
20__]

Aggregate Initial Notional Amount of      Scheduled Final Distribution Date:
the Class X-1 Certificates:               [__________, 20__]
$[__________]

CUSIP:  [__________]                      Initial Notional Amount of this
                                          Certificate:  $[__________]
ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class X-1] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2], [Class A-3], [Class B], [Class C], [Class
X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R]
and [Class LR] Certificates (together with the [Class X-1] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [__________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
interest then distributable, if any, allocable to the [Class X-1] Certificates
for such Distribution Date, all as more fully described in the Pooling
Agreement. Holders of this Certificate may be entitled to Yield Maintenance
Charges, as provided in the Pooling Agreement.


                                     A-4-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class X-1] Certificates is the
calendar month preceding the month in which such Distribution Date occurs and is
assumed to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-4-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-4-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-4-6
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement of the Pooling Agreement
and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan contained in the Trust Fund; provided,
however, that in no event shall the trust created thereby continue beyond the
expiration of twenty-one years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the United Kingdom, living on the date of the Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-4-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class X-1] Certificate to be
duly executed.

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class X-1] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-4-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ____________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class X-1] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class X-1]
Certificate of the entire Percentage Interest represented by the within [Class
X-1] Certificates to the above-named Assignee(s) and to deliver such [Class X-1]
Certificate to the following address:

Date:  _________________


                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-4-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-4-10
<PAGE>

                                   EXHIBIT A-5


                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                           SERIES 20__-__, [CLASS X-2]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

THE HOLDERS OF THIS [CLASS X-2] CERTIFICATE WILL BE ENTITLED ONLY TO
DISTRIBUTIONS OF INTEREST ON THE NOTIONAL AMOUNT OF THE [CLASS X-2] CERTIFICATES
AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE
NOTIONAL AMOUNT OF THE [CLASS X-2] CERTIFICATES FOR ANY DISTRIBUTION DATE IS AS
SET FORTH IN THE POOLING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE
OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE
INITIAL NOTIONAL AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.

   THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-5-1
<PAGE>

   [If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

   [If Restricted Certificate issued to an Institutional Accredited Investor
which is not a qualified institutional buyer within the meaning of Rule 144A
under the Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY
HOLDER OF THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT
EXCHANGE THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]


                                     A-5-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                           SERIES 20__-__, [CLASS X-2]

Pass-Through Rate:  As determined in
accordance with the Pooling Agreement

First Distribution Date:  [__________,    Cut-Off Date:  [__________, 20__]
20__]

Aggregate Initial Notional Amount of      Scheduled Final Distribution Date:
the Class X-2 Certificates:               [__________, 20__]
$[__________]

CUSIP:  [__________]                      Initial Notional Amount of this
                                          Certificate:  $[__________]
ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class X-2] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2], [Class A-3], [Class B], [Class C], [Class
X-1], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R]
and [Class LR] Certificates (together with the [Class X-2] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [__________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
interest then distributable, if any, allocable to the [Class X-2] Certificates
for such Distribution Date, all as more fully described in the Pooling
Agreement.


                                     A-5-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class X-2] Certificates is the
calendar month preceding the month in which such Distribution Date occurs and is
assumed to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-5-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-5-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-5-6
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement of the Pooling Agreement
and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan contained in the Trust Fund; provided,
however, that in no event shall the trust created thereby continue beyond the
expiration of twenty-one years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the United Kingdom, living on the date of the Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-5-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class X-2] Certificate to be
duly executed.

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________




                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class X-2] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-5-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class X-2] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class X-2]
Certificate of the entire Percentage Interest represented by the within [Class
X-2] Certificates to the above-named Assignee(s) and to deliver such [Class X-2]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-5-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-5-10
<PAGE>

                                   EXHIBIT A-6


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS B]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

THIS [CLASS B] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE, AND CERTAIN
OTHER ASSETS.


                                     A-6-1
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                            SERIES 20__-__, [CLASS B]

Pass-Through Rate:  [_____]%

First Distribution Date:  [__________,    Cut-Off Date:  [__________, 20__]
20__]

Aggregate Initial Certificate Principal   Scheduled Final Distribution Date:
Amount of the Class B Certificates:       [__________, 20__]
$[----------]

CUSIP:  [___________]                     Initial Certificate Principal Amount
                                          of this Certificate:  $[___________]
ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class B] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2], [Class A-3], [Class C], [Class X-1], [Class
X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R]
and [Class LR] Certificates (together with the [Class B] Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling Agreement
are collectively referred to herein as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [__________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[_____________________________], as Master Servicer,
[_____________________________], as Special Servicer, and
[_____________________________], as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class B]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.


                                     A-6-2
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class B] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-6-3
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-6-4
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-6-5
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement of the Pooling Agreement
and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan contained in the Trust Fund; provided,
however, that in no event shall the trust created thereby continue beyond the
expiration of twenty-one years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the United Kingdom, living on the date of the Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-6-6
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class B] Certificate to be
duly executed.

                                       [_____________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________




                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class B] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [_____________________________],
                                       not in its individual capacity but
                                       solely
                                       as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-6-7
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class B] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class B]
Certificate of the entire Percentage Interest represented by the within [Class
B] Certificates to the above-named Assignee(s) and to deliver such [Class B]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-6-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-6-9
<PAGE>

                                   EXHIBIT A-7


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS C]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

THIS [CLASS C] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE, AND CERTAIN
OTHER ASSETS.


                                     A-7-1
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                            SERIES 20__-__, [CLASS C]

Pass-Through Rate:  [_____]%

First Distribution Date:  [__________,    Cut-Off Date:  [__________, 20__]
20__]

Aggregate Initial Certificate Principal   Scheduled Final Distribution Date:
Amount of the Class C Certificates:       [__________, 20__]
$[___________]

CUSIP:  [__________]                      Initial Certificate Principal Amount
                                          of this Certificate:  $[__________]
ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class C] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2], [Class A-3], [Class B], [Class X-1], [Class
X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R]
and [Class LR] Certificates (together with the [Class C] Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling Agreement
are collectively referred to herein as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [__________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[_____________________________], as Master Servicer,
[_____________________________], as Special Servicer, and
[_____________________________], as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class C]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.


                                     A-7-2
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class C] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-7-3
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-7-4
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-7-5
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement of the Pooling Agreement
and (iii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan contained in the Trust Fund; provided,
however, that in no event shall the trust created thereby continue beyond the
expiration of twenty-one years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the United Kingdom, living on the date of the Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-7-6
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class C] Certificate to be
duly executed.

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class C] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-7-7
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class C] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class C]
Certificate of the entire Percentage Interest represented by the within [Class
C] Certificates to the above-named Assignee(s) and to deliver such [Class C]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-7-8
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-7-9
<PAGE>

                                   EXHIBIT A-8


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS D]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS D] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE, AND CERTAIN
OTHER ASSETS.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-8-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]


                                     A-8-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                            SERIES 20__-__, [CLASS D]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [__________,    Cut-Off Date:  [__________, 20__]
20__]

Aggregate Initial Certificate Principal   Scheduled Final Distribution Date:
Amount of the Class D Certificates:       [__________, 20__]
$[__________]

CUSIP:  [__________]                      Initial Certificate Principal Amount
                                          of this Certificate:  $[__________]
ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class D] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2], [Class A-3], [Class B], [Class C], [Class
X-1], [Class X-2], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R],
[Class LR] Certificates (together with the [Class D] Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling Agreement
are collectively referred to herein as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [__________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class D]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.


                                     A-8-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class D] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-8-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-8-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-8-6
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-8-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class D] Certificate to be
duly executed.

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class D] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-8-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class D] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class D]
Certificate of the entire Percentage Interest represented by the within [Class
D] Certificates to the above-named Assignee(s) and to deliver such [Class D]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-8-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-8-10
<PAGE>

                                   EXHIBIT A-9


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS E]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS E] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE, AND CERTAIN
OTHER ASSETS.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-9-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]


                                     A-9-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                             SERIES 20___, [CLASS E]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [__________,    Cut-Off Date:  [__________, 20__]
20__]

Aggregate Initial Certificate Principal   Scheduled Final Distribution Date:
Amount of the Class E Certificates:       [__________, 20__]
$[__________]

CUSIP:  [__________]                      Initial Certificate Principal Amount
                                          of this Certificate:  $[__________]
ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class E] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2], [Class A-3], [Class B], [Class C], [Class
X-1], [Class X-2], [Class D], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R],
[Class LR] Certificates (together with the [Class E] Certificates, the
"Certificates"; the Holders of Certificates issued under the Pooling Agreement
are collectively referred to herein as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [__________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class E]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.


                                     A-9-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class E] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-9-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-9-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-9-6
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-9-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class E] Certificate to be
duly executed.

                                       [_______________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class E] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [_______________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-9-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class E] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class E]
Certificate of the entire Percentage Interest represented by the within [Class
E] Certificates to the above-named Assignee(s) and to deliver such [Class E]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-9-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-9-10
<PAGE>

                                  EXHIBIT A-10


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS F]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS F] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE, AND CERTAIN
OTHER ASSETS.

   THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-10-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]


                                     A-10-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                             SERIES 20__, [CLASS F]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [__________,    Cut-Off Date:  [__________, 20__]
20__]

Aggregate Initial Certificate Principal   Scheduled Final Distribution
Amount of the Class F Certificates:       Date:[__________, 20__]
$[__________]

                                          Initial Certificate Principal Amount
CUSIP:  for 144A:  [__________]           of this Certificate:  $[__________]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class F] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class G], [Class H], [Class J], [Class K],
[Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R] and
[Class LR] Certificates (together with the [Class F] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [__________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________], as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing
[__________, 20__] (each such date, a "Distribution Date"), to the Person in
whose name this Certificate is registered as of the related Record Date, an
amount equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class F]


                                     A-10-3
<PAGE>

Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class F] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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


                                     A-10-4
<PAGE>

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.


                                     A-10-5
<PAGE>

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two separate REMICs or of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding;
provided, however, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain
such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the


                                     A-10-6
<PAGE>

                        related Mortgaged Property has been acquired) at the
                        Mortgage Rate (plus the Excess Rate, to the extent
                        applicable) to the last day of the Interest Accrual
                        Period preceding such Distribution Date; and

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-10-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class F] Certificate to be
duly executed.

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class F] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [______________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-10-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class F] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class F]
Certificate of the entire Percentage Interest represented by the within [Class
F] Certificates to the above-named Assignee(s) and to deliver such [Class F]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-10-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                    A-10-10
<PAGE>

                                  EXHIBIT A-11


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS G]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS G] CERTIFICATE IS SUBORDINATE TO THE CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE, AND CERTAIN
OTHER ASSETS.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-11-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]


                                     A-11-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                             SERIES 2003-C1, CLASS G

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [________,     Cut-Off Date:  [________, 20__]
20__]

Aggregate Initial Certificate Principal  Scheduled Final Distribution Date:
Amount of the Class G Certificates:      [________, 20__]
$[__________]

CUSIP:  for 144A:  [__________]          Initial Certificate Principal Amount
                                         of this Certificate:  $[__________]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class G] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class H], [Class J], [Class K],
[Class L], [Class M], [Class N], [Class O], [Class P], [Class S], and [Class LR]
Certificates (together with the [Class G] Certificates, the "Certificates"; the
Holders of Certificates are collectively referred to herein as
"Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________] as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class G]


                                     A-11-3
<PAGE>

Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class G] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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


                                     A-11-4
<PAGE>

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.


                                     A-11-5
<PAGE>

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two separate REMICs or of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding;
provided, however, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain
such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the


                                     A-11-6
<PAGE>

                        related Mortgaged Property has been acquired) at the
                        Mortgage Rate (plus the Excess Rate, to the extent
                        applicable) to the last day of the Interest Accrual
                        Period preceding such Distribution Date; and

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-11-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class G] Certificate to be
duly executed.

                                       [_________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class G] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [_________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory

                                     A-11-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class G] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class G]
Certificate of the entire Percentage Interest represented by the within [Class
G] Certificates to the above-named Assignee(s) and to deliver such [Class G]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-11-9
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-11-10
<PAGE>

                                  EXHIBIT A-12


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS H]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS H] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-12-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]


                                     A-12-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS H]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [________,     Cut-Off Date:  [________, 20__]
20__]

Aggregate Initial Certificate Principal  Scheduled Final Distribution Date:
Amount of the Class H Certificates:      [________, 20__]
$[__________]

CUSIP:  for 144A:  [__________]          Initial Certificate Principal Amount
                                         of this Certificate:  $[__________]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class H] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class J], [Class K],
[Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R] and
[Class LR] Certificates (together with the [Class H] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[_________________], as Master Servicer, [_________________], as Special
Servicer, and [_________________], as Trustee. To the extent not defined herein,
capitalized terms used herein shall have the meanings assigned thereto in the
Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class H]


                                     A-12-3
<PAGE>

Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to the [Class H] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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


                                     A-12-4
<PAGE>

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.


                                     A-12-5
<PAGE>

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two separate REMICs or of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding;
provided, however, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain
such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  B)    the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the


                                     A-12-6
<PAGE>

                        related Mortgaged Property has been acquired) at the
                        Mortgage Rate (plus the Excess Rate, to the extent
                        applicable) to the last day of the Interest Accrual
                        Period preceding such Distribution Date; and

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-12-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class H] Certificate to be
duly executed.

                                       [__________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class H] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [__________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-12-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class H] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class H]
Certificate of the entire Percentage Interest represented by the within [Class
H] Certificates to the above-named Assignee(s) and to deliver such [Class H]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-12-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                    A-12-10
<PAGE>

                                  EXHIBIT A-13


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS J]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS J] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-13-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]


                                     A-13-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__ [CLASS J]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [________,     Cut-Off Date:  [________, 20__]
20__]

Aggregate Initial Certificate Principal  Scheduled Final Distribution Date:
Amount of the Class J Certificates:      [________, 20__]
$[__________]

CUSIP:  for 144A:  [__________]          Initial Certificate Principal Amount
                                         of this Certificate:  [_______]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class J] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class K],
[Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R] and
[Class LR] Certificates (together with the [Class J] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________], as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class J]


                                     A-13-3
<PAGE>

Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement. Holders of this Certificate may be entitled to Yield
Maintenance Charges, as provided in the Pooling Agreement.

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to [Class J] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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


                                     A-13-4
<PAGE>

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.


                                     A-13-5
<PAGE>

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two separate REMICs or of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding;
provided, however, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain
such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the


                                     A-13-6
<PAGE>

                        related Mortgaged Property has been acquired) at the
                        Mortgage Rate (plus the Excess Rate, to the extent
                        applicable) to the last day of the Interest Accrual
                        Period preceding such Distribution Date; and

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-13-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class J] Certificate to be
duly executed.

                                       [_________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class J] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [_________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-13-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class J] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class J]
Certificate of the entire Percentage Interest represented by the within [Class
J] Certificates to the above-named Assignee(s) and to deliver such [Class J]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-13-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                    A-13-10
<PAGE>

                                  EXHIBIT A-14


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS K]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS K] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-14-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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 DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH A
PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY
USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE
AND HOLDING OF SUBORDINATE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE
EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR
TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE
"PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA,
THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE PROVISIONS OF ANY
SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN
THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE PAYING
AGENT, THE SPECIAL SERVICER, THE INITIAL PURCHASER OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.


                                     A-14-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS K]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [________,     Cut-Off Date:  [________, 20__]
20__]

Aggregate Initial Certificate Principal  Scheduled Final Distribution Date:
Amount of the Class K Certificates:      [________, 20__]
$[__________]

CUSIP:  for 144A:  [__________]          Initial Certificate Principal Amount
                                         of this Certificate:  $[__________]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class K] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class L], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R] and
[Class LR] Certificates (together with the [Class K] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________], as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class K]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement.


                                     A-14-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to [Class K] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-14-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-14-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-14-6
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-14-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class K] Certificate to be
duly executed.

                                       [____________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class K] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [____________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-14-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class K] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class K]
Certificate of the entire Percentage Interest represented by the within [Class
K] Certificates to the above-named Assignee(s) and to deliver such [Class K]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-14-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                    A-14-10
<PAGE>

                                  EXHIBIT A-15


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS L]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS L] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-15-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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 DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH A
PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY
USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE
AND HOLDING OF SUBORDINATE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE
EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR
TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE
"PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA,
THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE PROVISIONS OF ANY
SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN
THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE PAYING
AGENT, THE SPECIAL SERVICER, THE INITIAL PURCHASER OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.


                                     A-15-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS L]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [________,     Cut-Off Date:  [________, 20__]
20__]

Aggregate Initial Certificate Principal  Scheduled Final Distribution Date:
Amount of the Class L Certificates:      [________, 20__]
$[__________]

CUSIP:  for 144A:  [__________]          Initial Certificate Principal Amount
                                         of this Certificate:  $[__________]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class L] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class M], [Class N], [Class O], [Class P], [Class S], [Class R] and
[Class LR] Certificates (together with the [Class L] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________], as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class L]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement.


                                     A-15-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to [Class L] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-15-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-15-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-15-6
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-15-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class L] Certificate to be
duly executed.

                                       [___________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class L] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [___________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-15-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class L] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class L]
Certificate of the entire Percentage Interest represented by the within [Class
L] Certificates to the above-named Assignee(s) and to deliver such [Class L]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-15-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-15-10
<PAGE>

                                  EXHIBIT A-16


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS M]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS M] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-16-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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 DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH A
PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY
USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE
AND HOLDING OF SUBORDINATE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE
EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR
TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE
"PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA,
THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE PROVISIONS OF ANY
SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN
THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE PAYING
AGENT, THE SPECIAL SERVICER, THE INITIAL PURCHASER OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.


                                     A-16-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS M]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [________,     Cut-Off Date:  [________, 20__]
20__]

Aggregate Initial Certificate Principal  Scheduled Final Distribution Date:
Amount of the Class M Certificates:      [________, 20__]
$[__________]

CUSIP:  for 144A:  [_______]             Initial Certificate Principal Amount
                                         of this Certificate:  $[__________]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class M] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class L], [Class N], [Class O], [Class P], [Class S], [Class R] and
[Class LR] Certificates (together with the [Class M] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________], as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class M]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement.


                                     A-16-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to [Class M] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-16-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-16-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-16-6
<PAGE>

            (D)   the aggregate amount of Property Advances (to the extent not
                  reimbursed by or on behalf of the related Mortgagor), and
                  unpaid Servicing Fees, Special Servicing Compensation, Trustee
                  Fees and Trust Fund expenses, in each case to the extent
                  permitted under the Pooling Agreement with interest on all
                  unreimbursed Advances at the Advance Rate; and

                  (ii)  the aggregate fair market value of the Mortgage Loans
                        and all other property acquired in respect of any
                        Mortgage Loan on the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of a date
                        not more than 30 days prior to the last day of the month
                        preceding such Distribution Date, together with one
                        month's interest thereon at the related Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-16-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class M] Certificate to be
duly executed.

                                       [__________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class M] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [__________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-16-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class M] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class M]
Certificate of the entire Percentage Interest represented by the within [Class
M] Certificates to the above-named Assignee(s) and to deliver such [Class M]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-16-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                    A-16-10
<PAGE>

                                  EXHIBIT A-17


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS N]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS N] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-17-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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 DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH A
PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY
USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE
AND HOLDING OF SUBORDINATE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE
EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR
TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE
"PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA,
THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE PROVISIONS OF ANY
SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN
THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE PAYING
AGENT, THE SPECIAL SERVICER, THE INITIAL PURCHASER OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.


                                     A-17-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS N]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [________,     Cut-Off Date:  [________, 20__]
20__]

Aggregate Initial Certificate Principal  Scheduled Final Distribution Date:
Amount of the Class N Certificates:      [________, 20__]
$[__________]

CUSIP:  for 144A:  [__________]          Initial Certificate Principal Amount
                                         of this Certificate:  $[__________]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class N] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class L], [Class M], [Class O], [Class P], [Class S], [Class R] and
[Class LR] Certificates (together with the [Class N] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________], as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class N]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement.


                                     A-17-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to [Class N] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-17-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-17-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-17-6
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-17-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class N] Certificate to be
duly executed.

                                       [____________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class N] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [____________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-17-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class N] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class N]
Certificate of the entire Percentage Interest represented by the within [Class
N] Certificates to the above-named Assignee(s) and to deliver such [Class N]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-17-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                    A-17-10
<PAGE>

                                  EXHIBIT A-18


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS O]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS O] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-18-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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 DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH A
PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY
USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE
AND HOLDING OF SUBORDINATE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE
EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR
TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE
"PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA,
THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE PROVISIONS OF ANY
SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN
THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE PAYING
AGENT, THE SPECIAL SERVICER, THE INITIAL PURCHASER OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.


                                     A-18-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS O]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [________,     Cut-Off Date:  [________, 20__]
20__]

Aggregate Initial Certificate Principal  Scheduled Final Distribution Date:
Amount of the Class O Certificates:      [________, 20__]
$[__________]

CUSIP:  for 144A:  [__________]          Initial Certificate Principal Amount
                                         of this Certificate:  $[__________]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class O] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class L], [Class M], [Class N], [Class P], [Class S], [Class R] and
[Class LR] Certificates (together with the [Class O] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[_______], as Master Servicer, [_______], as Special Servicer, and [_______], as
Trustee. To the extent not defined herein, capitalized terms used herein shall
have the meanings assigned thereto in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class O]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement.


                                     A-18-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to [Class O] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-18-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-18-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-18-6
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

                  (ii)  the aggregate fair market value of the Mortgage Loans
                        and all other property acquired in respect of any
                        Mortgage Loan on the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of a date
                        not more than 30 days prior to the last day of the month
                        preceding such Distribution Date, together with one
                        month's interest thereon at the related Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-18-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class O] Certificate to be
duly executed.

                                       [____________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class O] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [____________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-18-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class O] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class O]
Certificate of the entire Percentage Interest represented by the within [Class
O] Certificates to the above-named Assignee(s) and to deliver such [Class O]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-18-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                    A-18-10
<PAGE>

                                  EXHIBIT A-19


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS P]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS P] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-19-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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 DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH A
PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY
USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE
AND HOLDING OF SUBORDINATE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE
EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR
TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE
"PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA,
THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE PROVISIONS OF ANY
SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN
THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE PAYING
AGENT, THE SPECIAL SERVICER, THE INITIAL PURCHASER OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.


                                     A-19-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS P]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [________,     Cut-Off Date:  [________, 20__]
20__]

Aggregate Initial Certificate Principal  Scheduled Final Distribution Date:
Amount of the Class P Certificates:      [________, 20__]
$[__________]

CUSIP:  for 144A:  [__________]          Initial Certificate Principal Amount
                                         of this Certificate:  $[__________]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class P] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class L], [Class M], [Class N], [Class O], [Class S], [Class R] and
[Class LR] Certificates (together with the [Class P] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________], as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class P]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement.


                                     A-19-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to [Class P] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-19-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-19-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-19-6
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-19-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class P] Certificate to be
duly executed.

                                       [____________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class P] Certificates referred to in the Pooling
Agreement.

Dated:  ______________

                                       [____________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-19-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class P] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class P]
Certificate of the entire Percentage Interest represented by the within [Class
P] Certificates to the above-named Assignee(s) and to deliver such [Class P]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-19-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                    A-19-10
<PAGE>

                                  EXHIBIT A-20


                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS S]

[If a Global Certificate is to be held by or for The Depository Trust Company,
then insert: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL AMOUNT OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL
AMOUNT SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AGREEMENT REFERRED TO BELOW.

THIS [CLASS S] CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF
CERTIFICATES TO THE EXTENT SET FORTH IN THE POOLING AGREEMENT REFERRED TO
HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE AND CERTAIN
OTHER ASSETS.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.


                                     A-20-1
<PAGE>

[If Regulation S Global Certificate, then insert: THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]

[If Restricted Certificate issued to an Institutional Accredited Investor which
is not a qualified institutional buyer within the meaning of Rule 144A under the
Securities Act, then insert: AS PROVIDED IN THE POOLING AGREEMENT, ANY HOLDER OF
THIS CERTIFICATE THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR MAY NOT EXCHANGE
THIS CERTIFICATE FOR INTERESTS IN A GLOBAL CERTIFICATE.]

THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT 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 DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION
3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE
CODE) SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A
MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH,
A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH A
PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON
OF INVESTMENT IN THE ENTITY BY SUCH A PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY
USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE
AND HOLDING OF SUBORDINATE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE
EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER
SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR (B) IF
SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED
IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT
SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR
TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE
"PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA,
THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE PROVISIONS OF ANY
SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN
THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY SIMILAR LAW, AND WILL NOT
SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE MASTER SERVICER, THE PAYING
AGENT, THE SPECIAL SERVICER, THE INITIAL PURCHASER OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.


                                     A-20-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                            SERIES 20__-__, [CLASS S]

Pass-Through Rate:  [_____]% subject to
the WAC Rate

First Distribution Date:  [________,     Cut-Off Date:  [________, 20__]
20__]

Aggregate Initial Certificate Principal  Scheduled Final Distribution Date:
Amount of the Class S Certificates:      [________, 20__]
$[__________]

CUSIP:  for 144A:  [__________]          Initial Certificate Principal Amount
                                         of this Certificate:  $[__________]

ISIN:  [__________]

Common Code:  [  ]

No.:  1

   This certifies that CEDE & CO. is the registered owner of a beneficial
ownership interest in a Trust Fund, including the distributions to be made with
respect to the [Class S] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class R] and
[Class LR] Certificates (together with the [Class S] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________], as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a pro rata undivided beneficial interest in a
"regular interest" in a "real estate mortgage investment conduit," as those
terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal
Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of that portion of the aggregate amount of
principal and interest then distributable, if any, allocable to the [Class S]
Certificates for such Distribution Date, all as more fully described in the
Pooling Agreement.


                                     A-20-3
<PAGE>

   Interest accrued on this Certificate during an Interest Accrual Period, plus
the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in
the Pooling Agreement. The "Interest Accrual Period" with respect to any
Distribution Date and with respect to [Class S] Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed
to consist of 30 days.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
[Class R] Certificateholders all amounts distributable to the Holders thereof.
No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the
Pooling Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate


                                     A-20-4
<PAGE>

Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two


                                     A-20-5
<PAGE>

separate REMICs or of the Grantor Trust as a grantor trust, or to prevent the
imposition of any additional material state or local taxes, at all times that
any Certificates are outstanding; provided, however, that such action, as
evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund),
is necessary or helpful to maintain such qualification or to prevent the
imposition of any such taxes, and would not adversely affect in any material
respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and


                                     A-20-6
<PAGE>

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such
termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-20-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class S] Certificate to be
duly executed.

                                       [___________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class S] Certificates referred to in the Pooling
Agreement.

Dated: ______________

                                       [___________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                    A-20-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class S] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class S]
Certificate of the entire Percentage Interest represented by the within [Class
S] Certificates to the above-named Assignee(s) and to deliver such [Class S]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-20-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-20-10
<PAGE>

                                  EXHIBIT A-21


                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                           SERIES 20__-__, [CLASS LR]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (B) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE,
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN
(AS DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A
PLAN.

THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED
ORGANIZATIONS, CERTAIN NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN
SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO
FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG
OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED
IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE 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, AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE
TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-l(c), AND THEREFORE, TRANSFERS OF THIS


                                     A-21-1
<PAGE>

CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN
TREASURY REGULATIONS.


                                     A-21-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                           SERIES 20__-__, [CLASS LR]

Percentage Interest:  100%
Cut-Off Date:  [________, 20__]

No.:  1

   This certifies that ________________________ is owner the registered owner of
an interest in a Trust Fund, including the distributions to be made with respect
to the [Class LR] Certificates. The Trust Fund, described more fully below,
consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S] and
[Class R] Certificates (together with the [Class LR] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________], as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a "residual interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of the aggregate amount, if any, allocable to
the [Class LR] Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.


                                     A-21-3
<PAGE>

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer.


                                     A-21-4
<PAGE>

The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two separate REMICs or of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding;
provided, however, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain
such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,


                                     A-21-5
<PAGE>

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such


                                     A-21-6
<PAGE>

termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-21-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class LR] Certificate to be
duly executed.

                                       [____________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class LR] Certificates referred to in the Pooling
Agreement.

Dated: ______________

                                       [____________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-21-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class LR] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class LR]
Certificate of the entire Percentage Interest represented by the within [Class
LR] Certificates to the above-named Assignee(s) and to deliver such [Class LR]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-21-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                    A-21-10
<PAGE>

                                  EXHIBIT A-22


                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                            SERIES 20__-__, [CLASS R]

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE
UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR
THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY.

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (B) FOR SO LONG
AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, SUBJECT IN EACH OF THE FOREGOING CASES TO
THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE,
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN
(AS DEFINED IN SECTION 3(33) OF ERISA) FOR WHICH NO ELECTION HAS BEEN MADE UNDER
SECTION 410(d) OF THE CODE, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS,
TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
(EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A
PLAN.

THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND
860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS
CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED
ORGANIZATIONS, CERTAIN NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN
SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO
FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT THAT, AMONG
OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED
IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED
TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND
INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT
IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH
FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE 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, AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE
TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED
TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY
NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS
CERTIFICATE REPRESENTS A "NON-ECONOMIC RESIDUAL INTEREST," AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-l(c), AND THEREFORE, TRANSFERS OF THIS


                                     A-22-1
<PAGE>

CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE
DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN
TREASURY REGULATIONS.


                                     A-22-2
<PAGE>

                      GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                            SERIES 20__-__, [CLASS R]

Percentage Interest:  100%
Cut-Off Date:  [________, 20__]

No.:  1

   This certifies that _______________________________ is the registered owner
of an interest in a Trust Fund, including the distributions to be made with
respect to the [Class R] Certificates. The Trust Fund, described more fully
below, consists primarily of a pool of Mortgage Loans secured by first liens on
commercial, multifamily and manufactured housing community properties and held
in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was
created, and the Mortgage Loans are to be serviced, pursuant to the Pooling
Agreement (as defined below). The Holder of this Certificate, by virtue of the
acceptance hereof, assents to the terms, provisions and conditions of the
Pooling Agreement and is bound thereby. Also issued under the Pooling Agreement
are the [Class A-1], [Class A-2] [Class A-3], [Class B], [Class C], [Class X-1],
[Class X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J],
[Class K], [Class L], [Class M], [Class N], [Class O], [Class P], [Class S] and
[Class LR] Certificates (together with the [Class R] Certificates, the
"Certificates"; the Holders of Certificates are collectively referred to herein
as "Certificateholders").

   This Certificate is issued pursuant to, and in accordance with, the terms of
a Pooling and Servicing Agreement dated as of [________, 20__] (the "Pooling
Agreement"), by and among GS Mortgage Securities Corporation II, as Depositor,
[____________________], as Master Servicer, [____________________], as Special
Servicer, and [____________________], as Trustee. To the extent not defined
herein, capitalized terms used herein shall have the meanings assigned thereto
in the Pooling Agreement.

   This Certificate represents a "residual interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.

   The Trustee makes no representation or warranty as to any of the statements
contained herein or the validity or sufficiency of the Certificates or the
Mortgage Loans and has executed this Certificate in its limited capacity as
Trustee under the Pooling Agreement.

   Pursuant to the terms of the Pooling Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute (other than the final
distribution on any Certificate), on the 10th day of each month (or, if such
10th day is not a Business Day, the next succeeding Business Day), commencing in
[________ 20__] (each such date, a "Distribution Date"), to the Person in whose
name this Certificate is registered as of the related Record Date, an amount
equal to such Person's pro rata share (based on the Percentage Interest
represented by this Certificate) of the aggregate amount, if any, allocable to
the [Class R] Certificates for such Distribution Date, all as more fully
described in the Pooling Agreement.

   All distributions (other than the final distribution on any Certificate) will
be made by the Paying Agent to the persons in whose names the Certificates are
registered at the close of business on each Record Date, which will be the close
of business on the last day of the month immediately preceding the month in
which such Distribution Date occurs, or if such day is not a Business Day, the
immediately preceding Business Day. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of
record on the related Record Date (a) by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity located
in the United States and having appropriate facilities therefor, if such
Certificateholder provides the Trustee with wiring instructions no less than
five Business Days prior to the related Record Date, or otherwise (b) by check
mailed to such Certificateholder. The final distribution on each Certificate
shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Trustee or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in
the notice to Certificateholders of such final distribution.


                                     A-22-3
<PAGE>

   Any funds not distributed on the Termination Date because of the failure of
any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders,
whereupon the Trust Fund shall terminate. If any Certificates as to which notice
of the Termination Date has been given pursuant to Section 9.01 of the Pooling
Agreement shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order
to receive, from such funds held, the final distribution with respect thereto.
If within one year after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee may, directly or through an agent,
take appropriate steps to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining such
funds and of contacting Certificateholders shall be paid out of the assets which
remain held. If within two years after the second notice any Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the
Class R Certificateholders all amounts distributable to the Holders thereof. No
interest shall accrue or be payable to any Certificateholder on any amount held
as a result of such Certificateholder's failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 9.01 of the Pooling
Agreement.

   This Certificate is limited in right of payment to, among other things,
certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling Agreement.

   As provided in the Pooling Agreement, the Trust Fund includes (i) such
Mortgage Loans as from time to time are subject to the Pooling Agreement,
together with the Mortgage Files relating thereto; (ii) all scheduled or
unscheduled payments on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the Master Servicer's and the Trustee's rights
under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling Agreement and any proceeds thereof; (vi) any
Assignments of Leases, Rents and Profits and any security agreements; (vii) any
indemnities or guarantees given as additional security for any Mortgage Loans;
(viii) all of the Trustee's rights in the Reserve Accounts and Lock-Box Accounts
and all assets deposited in the Collection Account, the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve
Account and any REO Account including reinvestment income thereon; and (ix) any
environmental indemnity agreements relating to the Mortgaged Properties.

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

   As provided in the Pooling Agreement and subject to certain limitations set
forth therein, this Certificate is transferable or exchangeable only upon
surrender of this Certificate to the Certificate Registrar at the Corporate
Trust Office, together with an assignment and transfer (executed by the Holder
or his duly authorized attorney), subject to the applicable requirements in
Section 5.02 of the Pooling Agreement. Upon surrender for registration of
transfer of this Certificate, subject to the applicable requirements of Section
5.02 of the Pooling Agreement, the Trustee shall execute and the Authenticating
Agent shall duly authenticate in the name of the designated transferee or
transferees, one or more new Certificates in Denominations of a like aggregate
Denomination of this Certificate. Such Certificates shall be delivered by the
Certificate Registrar in accordance with Section 5.02(e) of the Pooling
Agreement.

   Prior to due presentation of this Certificate for registration of transfer,
the Person in whose name this Certificate is registered shall be deemed and
treated as the sole owner hereof for all purposes, and none of the Master
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by any notice or knowledge to the contrary.

   No fee or service charge shall be imposed by the Certificate Registrar for
its services in respect of any registration of transfer or exchange referred to
in Section 5.02 of the Pooling Agreement other than for transfers to
Institutional Accredited Investors, as also provided therein. In connection with
any transfer to an Institutional Accredited Investor, the transferor shall
reimburse the Trust Fund for any costs (including the cost of the Certificate
Registrar's counsel's review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer.


                                     A-22-4
<PAGE>

The Certificate Registrar may require payment by each transferor of a sum
sufficient to cover any tax, expense or other governmental charge payable in
connection with any such transfer.

   The Pooling Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee, without the consent of any of the Certificateholders (i) to cure any
ambiguity to the extent that it does not adversely affect any holders of
Certificates; (ii) to correct or supplement any of its provisions which may be
inconsistent with any other provisions of the Pooling Agreement or to correct
any error; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Lower-Tier Distribution Account, the Upper-Tier
Distribution Account or the REO Account, provided that (A) the Master Servicer
Remittance Date shall in no event be later than the business day prior to the
related Distribution Date, (B) the change would not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel (at the expense of the party requesting the amendment) and
(C) the change would not result in the downgrading, qualification or withdrawal
of the ratings assigned to any Class of Certificates by either of [Fitch] or
[S&P], as evidenced by a letter from each of [Fitch] and [S&P]; (iv) to modify,
eliminate or add to any of its provisions (i) to the extent as will be necessary
to maintain the qualification of either of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC, to maintain the Grantor Trust as a grantor trust or
to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that the Trustee has received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is
necessary or desirable to maintain such qualification or to avoid or minimize
such risk and (2) the action will not adversely affect in any material respect
the interests of any holder of the Certificates or (ii) to restrict (or to
remove any existing restrictions with respect to) the transfer of the Residual
Certificates, provided that the Depositor has determined that the amendment will
not give rise to any tax with respect to the transfer of the Residual
Certificates to a non-permitted transferee; (v) to make any other provisions
with respect to matters or questions arising under the Pooling Agreement or any
other change, provided that the required action will not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel and written confirmation that the change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; and (vi) to amend or
supplement any provision of the Pooling Agreement to the extent necessary to
maintain the ratings assigned to each Class of Certificates by each of [Fitch]
and [S&P], as evidenced by written confirmation that the change would not result
in the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by either of [Fitch] or [S&P]; provided, that no amendment
may be made that changes in any manner the obligations or rights of any Mortgage
Loan Seller under a Loan Sale Agreement without the consent of the affected
Mortgage Loan Seller. Expenses incurred with respect to any amendment pursuant
to clause (vi) shall be borne by the party requesting such amendment.

   Further, the Depositor, the Master Servicer, the Special Servicer and the
Trustee at any time and from time to time, without the consent of the
Certificateholders, may amend the Pooling Agreement to modify, eliminate or add
to any of its provisions to such extent as shall be necessary to maintain the
qualification of the Trust REMIC as two separate REMICs or of the Grantor Trust
as a grantor trust, or to prevent the imposition of any additional material
state or local taxes, at all times that any Certificates are outstanding;
provided, however, that such action, as evidenced by an Opinion of Counsel
(obtained at the expense of the Trust Fund), is necessary or helpful to maintain
such qualification or to prevent the imposition of any such taxes, and would not
adversely affect in any material respect the interest of any Certificateholder.

   The Pooling Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling Agreement or of
modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:

            (i)   reduce in any manner the amount of, or delay the timing of,
                  payments received on the Mortgage Loans which are required to
                  be distributed on a Certificate of any Class without the
                  consent of the holder of that Certificate,


                                     A-22-5
<PAGE>

            (ii)  reduce the aforesaid percentage of Certificates of any Class
                  the holders of which are required to consent to the amendment
                  without the consent of the holders of all Certificates of that
                  Class then outstanding,

            (iii) adversely affect the Voting Rights of any Class of
                  Certificates,

            (iv)  change in any manner the obligations or rights of any Mortgage
                  Loan Seller under a Purchase Agreement without the consent of
                  each Mortgage Loan Seller, or

            (v)   without the consent of 100% of the holders of Certificates or
                  written confirmation that such amendment would not result in
                  the downgrading, qualification or withdrawal of the ratings
                  assigned to any Class of Certificates by either of [Fitch] or
                  [S&P], amend the Servicing Standard.

   Notwithstanding the foregoing, no amendment that would adversely affect in
any material respect the interests of any holder of a Companion Loan may be made
without the consent of the holder of the related Companion Loan.

   The Holders of the Controlling Class representing greater than 50% Percentage
Interest of the Controlling Class may effect an early termination of the Trust
Fund, upon not less than 30 days' prior notice given to the Depositor, the
Trustee and Master Servicer any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans then included in the Trust
Fund, and all property acquired in respect of any Mortgage Loan, at a purchase
price, payable in cash, equal to not less than the greater of:

            (i) the sum of

                  (A)   100% of the unpaid principal balance of each Mortgage
                        Loan included in the Trust Fund as of the last day of
                        the month preceding such Distribution Date;

                  (B)   the fair market value of all other property included in
                        the Trust Fund as of the last day of the month preceding
                        such Distribution Date, as determined by an Independent
                        appraiser acceptable to the Master Servicer as of the
                        date not more than 30 days prior to the last day of the
                        month preceding such Distribution Date;

                  (C)   all unpaid interest accrued on such principal balance of
                        each such Mortgage Loan (including for this purpose any
                        Mortgage Loan as to which title to the related Mortgaged
                        Property has been acquired) at the Mortgage Rate (plus
                        the Excess Rate, to the extent applicable) to the last
                        day of the Interest Accrual Period preceding such
                        Distribution Date; and

                  (D)   the aggregate amount of Property Advances (to the extent
                        not reimbursed by or on behalf of the related
                        Mortgagor), and unpaid Servicing Fees, Special Servicing
                        Compensation, Trustee Fees and Trust Fund expenses, in
                        each case to the extent permitted under the Pooling
                        Agreement with interest on all unreimbursed Advances at
                        the Advance Rate; and

            (ii)  the aggregate fair market value of the Mortgage Loans and all
                  other property acquired in respect of any Mortgage Loan on the
                  last day of the month preceding such Distribution Date, as
                  determined by an Independent appraiser acceptable to the
                  Master Servicer as of a date not more than 30 days prior to
                  the last day of the month preceding such Distribution Date,
                  together with one month's interest thereon at the related
                  Mortgage Rates.

   The Holders of the Controlling Class representing greater than a 50%
Percentage Interest of the Controlling Class, or if such Holders do not, the
Special Servicer, or if neither such Holders nor the Special Servicer do, the
Master Servicer or, if neither such Holders nor the Special Servicer nor the
Master Servicer does, any Holder of a [Class LR] Certificate representing
greater than a 50% Percentage Interest in such Class, may also effect such


                                     A-22-6
<PAGE>

termination as provided above if it first notifies the Controlling Class
Representative, or, in the case of a termination by the Holder of a [Class LR]
Certificate, the Controlling Class Representative and the Master Servicer;
through the Trustee of its intention to do so in writing at least 30 days prior
to the Early Termination Notice Date and the Master Servicer does not terminate
the Trust Fund as described above within such 30-day period. All costs and
expenses incurred by any and all parties to the Pooling Agreement or by the
Trust Fund in connection with the purchase of the Mortgage Loans and other
assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling Agreement
shall be borne by the party exercising its purchase rights thereunder. The
Trustee shall be entitled to rely conclusively on any determination made by an
Independent appraiser pursuant to Section 9.01(c) of the Pooling Agreement.

   The respective obligations and responsibilities of the Master Servicer, the
Special Servicer, the Depositor and the Trustee created by the Pooling Agreement
with respect to the Certificates (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the
Pooling Agreement) shall terminate immediately following the earlier to occur of
(i) the purchase by the Holders of the Controlling Class, the Special Servicer,
the Master Servicer or the Holders of the [Class LR] Certificates of all
Mortgage Loans then included in the Trust Fund pursuant to Section 9.01(c) of
the Pooling Agreement, (ii) the exchange by the Remaining Certificateholder
pursuant to Section 9.01(h) of the Pooling Agreement and (iii) the final payment
or other liquidation (or any advance with respect thereto) of the last Mortgage
Loan contained in the Trust Fund; provided, however, that in no event shall the
trust created thereby continue beyond the expiration of twenty-one years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the United Kingdom, living on the date of the
Pooling Agreement.

   Unless the Certificate of Authentication on this Certificate has been
executed by the Trustee or on its behalf by the Authenticating Agent, by manual
signature, this Certificate shall not be entitled to any benefit under the
Pooling Agreement or be valid for any purpose.


                                     A-22-7
<PAGE>

   IN WITNESS WHEREOF, the Trustee has caused this [Class R] Certificate to be
duly executed.

                                       [__________________________________],
                                       not in its individual capacity but
                                       solely as Trustee



                                       By:  __________________________________
                                            Authorized Signatory

Dated:  ______________



                          CERTIFICATE OF AUTHENTICATION

   This is one of the [Class R] Certificates referred to in the Pooling
Agreement.

Dated: ______________

                                       [__________________________________],
                                       not in its individual capacity but
                                       solely as Authenticating Agent



                                       By:  __________________________________
                                            Authorized Signatory


                                     A-22-8
<PAGE>

                                   ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
the within [Class R] Certificate and hereby authorize(s) the registration of
transfer of such interest to Assignee(s) on the Certificate Register of the
Trust Fund.

   I (we) further direct the Certificate Registrar to issue a new [Class R]
Certificate of the entire Percentage Interest represented by the within [Class
R] Certificates to the above-named Assignee(s) and to deliver such [Class R]
Certificate to the following address:

Date:  _________________

                                           _____________________________________
                                           Signature by or on behalf of
                                           Assignor(s)

                                           _____________________________________
                                           Taxpayer Identification Number


                                     A-22-9
<PAGE>

                            DISTRIBUTION INSTRUCTIONS

   The Assignee(s) should include the following for purposes of distribution:

   Address of the Assignee(s) for the purpose of receiving notices and
distributions: _________________________________________________________________

   Distributions, if being made by wire transfer in immediately available funds
to __________________________ for the account of __________________________
account number ____________________________.

   This information is provided by ______________________________, the
Assignee(s) named above or ____________________________________ as its (their)
agent.



                                       By:  ____________________________________
                                           [Please print or type name(s)]

                                           _____________________________________
                                           Title

                                           _____________________________________
                                           Taxpayer Identification Number


                                    A-22-10

<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE






                                      B-1
<PAGE>

                                   EXHIBIT C-1

                          FORM OF TRANSFEREE AFFIDAVIT

STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )

            _______________________, being first duly sworn, deposes and says:

            1. That he/she is the ____________ of ___________________________
(the "Purchaser"), a ____________ duly organized and existing under the laws of
the State of __________, on behalf of which he makes this affidavit.

            2. That the Purchaser's Taxpayer Identification Number is
____________.

            3. That the Purchaser of the GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series [______], Class [R] [LR]
(the "Class [R] [LR] Certificate") is a Permitted Transferee (as defined in
Article I of the Pooling and Servicing Agreement, dated as of [______], 20__
(the "Pooling and Servicing Agreement"), by and among GS Mortgage Securities
Corporation II, as Depositor, [______________________________], as Master
Servicer, [______________________________], as Special Servicer, and
[______________________________], as Trustee, or is acquiring the Class [R] [LR]
Certificate for the account of, or as agent (including as a broker, nominee, or
other middleman) for, a Permitted Transferee and has received from such person
or entity an affidavit substantially in the form of this affidavit.

            4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.

            5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class [R] [LR] Certificate in excess of any cash flow
generated by the Class [R] [LR] Certificate.

            6. That the Purchaser will not transfer the Class [R] [LR]
Certificate to any person or entity from which the Purchaser has not received an
affidavit substantially in the form of this affidavit or as to which the
Purchaser has actual knowledge that the requirements set forth in paragraph 3,
paragraph 4, paragraph 7 or paragraph 11 hereof are not satisfied or that the
Purchaser has reason to know does not satisfy the requirements set forth in such
paragraphs.

            7. That the Purchaser is not a Disqualified Non-U.S. Person and is
not purchasing the Class [R] [LR] Certificate for the account of, or as an agent
(including as a broker, nominee or other middleman) for, a Disqualified Non-U.S.
Person.


                                     C-1-1
<PAGE>

            8. That the Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Class [R] [LR] Certificate to such a "disqualified
organization," an agent thereof, or a person that does not satisfy the
requirements of paragraph 4 and paragraph 7 hereof.

            9. That, if a "tax matters person" is required to be designated with
respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Purchaser agrees to
act as "tax matters person" and to perform the functions of "tax matters person"
of the [Upper-Tier REMIC] [Lower-Tier REMIC] pursuant to Section 4.04 of the
Pooling and Servicing Agreement, and agrees to the irrevocable designation of
the Trustee as the Purchaser's agent in performing the function of "tax matters
person."

            10. The Purchaser agrees to be bound by and to abide by the
provisions of Section 5.02 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of the Class [R] [LR] Certificate.

            11. That the Transferee will not cause income from the Class [R][LR]
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:

            [ ] That the present value of the anticipated tax liabilities
associated with holding the Class [R] [LR] Certificate does not exceed the sum
of:

            (i)   the present value of any consideration given to the Transferee
                  to acquire such Class [R][LR] Certificate;

            (ii)  the present value of the expected future distributions on such
                  Class [R] [LR] Certificate; and

            (iii) the present value of the anticipated tax savings associated
                  with holding such Class [R] [LR] 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.

            [ ] That the transfer of the Class [R] [LR] Certificate complies
with U.S. Treasury Regulations Sections 1.860G-1(c)(5) and (6) and, accordingly,


                                     C-1-2
<PAGE>

            (i)   the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Sections 1.860E-1(c)(6)(i), as to
                  which income from Class [R] [LR] 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
                  Regulation 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 Class [R] [LR] 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 U.S. Treasury
                  Regulations Sections 1.860G-1(c)(4)(i), (ii) and (iii) and
                  1.860E-1(c)(5); and

            (iv)  the Transferee determined the consideration paid to it to
                  acquire the Class [R] [LR] 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 Purchaser) that it has determined in good
                  faith.

                  None of the above.

            [ ] Capitalized terms used but not defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.

            IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf by its _______________ this ___th day of ________, 20__.


                                       [Purchaser]



                                       By:______________________________________
                                          Name:
                                          Title:


                                       Dated:


                                     C-1-3
<PAGE>

            The above-named ___________________ personally appeared before me
and is known or proved to me to be the same person who executed the foregoing
instrument and to be the ____________ of the Purchaser, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Purchaser.

            Subscribed and sworn before me this __th day of ____________, 20__.

                                          NOTARY PUBLIC
                                          COUNTY OF
                                          STATE OF [          ]

                                          My  commission  expires the __th day
                                          of _______________, ____.


                                     C-1-4
<PAGE>

                                   EXHIBIT C-2

                            FORM OF TRANSFEROR LETTER

                                                                          [Date]

[CERTIFICATE REGISTRAR]

Re:   GS Mortgage Securities Corporation II, Commercial
            Mortgage Pass-Through Certificates, Series [_____]

Ladies and Gentlemen:

            [Transferor] has reviewed the attached affidavit of [Transferee],
and has no actual knowledge that such affidavit is not true and has no reason to
know that the information contained in paragraph 4 thereof is not true.

                                       Very truly yours,



                                     C-2-1
<PAGE>


                                   EXHIBIT D-1

                    FORM OF INVESTMENT REPRESENTATION LETTER

[______________________________]
  as Trustee and Certificate Registrar
[address]

Attention: Corporate Trust (CMBS)
           GSMSC II [_____]

GS Mortgage Securities Corporation II
85 Broad Street
New York, New York  10004

Attention: Rolf Edwards
           Samuel Ramos

      Re:   Transfer of GS Mortgage Securities Corporation II, Commercial
            Mortgage Pass-Through Certificates, Series [_____], Class [_____]

Ladies and Gentlemen:

            In connection with the purchase by the undersigned (the "Purchaser")
of $__________ [Certificate Principal Amount] [Notional Amount] of Class [_____]
Certificates the ("Certificate"), the Purchaser hereby represents and agrees as
follows (capitalized terms used but not defined herein shall have the meanings
given them in the Pooling and Servicing Agreement, dated as of [_____], 20__
(the "Pooling and Servicing Agreement"), by and among GS Mortgage Securities
Corporation II, as Depositor, [______________________________], as Master
Servicer, [______________________________], as Special Servicer,
and[______________________________], as Trustee):

            1. [For Institutional Accredited Investors only [(Class X-1], [Class
X-2], [Class D], [Class E], [Class F], [Class G], [Class H], [Class J], [Class
K], [Class L], [Class M], [Class N], [Class O], [Class P] or [Class S] only)]
The Purchaser is an institutional "accredited investor" (an entity meeting the
requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act of 1933, as amended (the "Securities Act")) and has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment in the Certificate, and the
Purchaser and any accounts for which it is acting are each able to bear the
economic risk of such investment. The Purchaser is acquiring the Certificate
purchased by it for its own account or for one or more accounts (each of which
qualifies as an "accredited investor") as to each of which the Purchaser
exercises sole investment discretion. The Purchaser hereby undertakes to
reimburse the trust created pursuant to the Pooling and Servicing Agreement (the
"Trust") for any costs incurred by it in connection with this transfer.


                                     D-1-1
<PAGE>

            [For Qualified Institutional Buyers only] The Purchaser is a
"qualified institutional buyer" within the meaning of Rule 144A ("Rule 144A")
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
and the Purchaser has had the opportunity to obtain the information required to
be provided pursuant to paragraph (d)(4)(i) of Rule 144A.

            2. The Purchaser's intention is to acquire the Certificate (a) for
investment for the Purchaser's own account or (b) for resale to (i) "qualified
institutional buyers" in transactions meeting the requirements of Rule 144A,
(ii) pursuant to an exemption from the registration requirements of the
Securities Act provided by Rule 144 under the Securities Act (if available),
(iii) in an offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act, or (iv) to institutional "accredited
investors" meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of
Regulation D promulgated under the Securities Act, if the Purchaser is a
"qualified institutional buyer," or purchased from a "qualified institutional
buyer," subject in the case of this clause (iv) to (a) the receipt by the
Certificate Registrar of a letter substantially in the form hereof, (b) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the Securities Act, and (c) a written undertaking to reimburse
the Trust for any costs incurred by it in connection with the proposed transfer.
The Purchaser understands that the Certificate (and any subsequent Individual
Certificate) has not been registered under the Securities Act, by reason of a
specified exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona fide nature of the Purchaser's
investment intent (or intent to resell to only certain investors in certain
exempted transactions) as expressed herein.

            3. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the Securities Act or the securities laws of any State or any
other jurisdiction, and that the Certificate cannot be resold unless it is
registered or qualified thereunder or unless an exemption from such registration
or qualification is available.

            4. The Purchaser has reviewed the Offering Circular date [____],
20__, relating to the Certificates (the "Offering Circular") and the agreements
and other materials referred to therein and has had the opportunity to ask
questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Offering Circular.

            5. The Purchaser hereby undertakes to be bound by the terms and
conditions of the Pooling and Servicing Agreement in its capacity as an owner of
an Individual Certificate or Certificates, as the case may be (each, a
"Certificateholder"), in all respects as if it were a signatory thereto. This
undertaking is made for the benefit of the Trust, the Certificate Registrar and
all Certificateholders present and future.

            6. The Purchaser will not sell or otherwise transfer any portion of
the Certificate, except in compliance with Section 5.02 of the Pooling and
Servicing Agreement.


                                     D-1-2
<PAGE>

            7. Check one of the following:

                  [ ]   The Purchaser is a "U.S. Person" and it has attached
                        hereto an Internal Revenue Service ("IRS") Form W-9 (or
                        successor form).

                  [ ]   The Purchaser is not a "U.S. Person" and under
                        applicable law in effect on the date hereof, no taxes
                        will be required to be withheld by the Certificate
                        Registrar (or its agent) with respect to distributions
                        to be made on the Certificate(s). The Purchaser has
                        attached hereto either (i) a duly executed IRS Form
                        W-8BEN (or successor form), which identifies such
                        Purchaser as the beneficial owner of the Certificate(s)
                        and states that such Purchaser is not a U.S. Person,
                        (ii) a duly executed IRS Form W-8IMY (and applicable
                        attachments) or (iii) two duly executed copies of IRS
                        Form W-8ECI (or successor form), which identify such
                        Purchaser as the beneficial owner of the Certificate(s)
                        and state that interest and original issue discount on
                        the Certificate(s) is, or is expected to be, effectively
                        connected with a U.S. trade or business. The Purchaser
                        agrees to provide to the Certificate Registrar updated
                        IRS Forms W-8BEN, W-8IMY, W-8ECI or IRS Forms 4224, as
                        the case may be, any applicable successor IRS forms, or
                        such other certifications as the Certificate Registrar
                        may reasonably request, on or before the date that any
                        such IRS form or certification expires or becomes
                        obsolete, or promptly after the occurrence of any event
                        requiring a change in the most recent IRS form of
                        certification furnished by it to the Certificate
                        Registrar.

            For this purpose, "U.S. Person" means a citizen or resident of the
United States, a corporation, partnership (except to the extent provided in
applicable Treasury regulations) or other entity created or organized in or
under the laws of the United States any State or The District of Columbia
thereof, an estate that is subject to U.S. federal income tax regardless of the
source of its income or a trust if a court within the United States is able to
exercise primary supervision over the administration of such trust, and one or
more such U.S. Persons have the authority to control all substantial decisions
of such trust (or, to the extent provided in applicable Treasury regulations,
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).

            8. [(Class K], [Class L], [Class M], [Class N], [Class O], [Class
P], [Class S], [Class R] and [Class LR] only) The Purchaser is neither (i) a
retirement plan or other employee benefit plan or arrangement, including an
individual retirement account or a Keogh plan, which is subject to Title I 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 defined in Section 3(32) or ERISA) or a church plan (as
defined in Section 3(33) or ERISA) for which no election has been made under
Section 410(d) of the Code that is subject to any federal, state or local law
("Similar Law") that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each, a "Plan"), nor (ii) a collective
investment fund in which such Plans are invested, an insurance company using
assets of separate


                                     D-1-3
<PAGE>

accounts or general accounts which include assets of Plans (or which are deemed
pursuant to ERISA or Similar Law to include assets of Plans) or other Person
acting on behalf of any such Plan or using the assets of any such Plan, other
than (with respect to any transfer of a [Class K], [Class L], [Class M], [Class
N], [Class O], [Class P] or [Class S] Certificate) an insurance company using
assets of its general account under circumstances whereby such purchase and the
subsequent holding of Certificate(s) by such insurance company would be exempt
from the prohibited transaction provisions of ERISA and Section 4975 of the Code
under Sections I and III of Prohibited Transaction Class Exemption 95-60.

            9. The Purchaser understands that if the Purchaser is a Person
referred to in paragraph 8 above, except in the case of the [Class R] or [Class
LR] Certificates, which may not be transferred unless the transferee represents
it is not such a Person, such Person is required to provide to the Depositor,
the Trustee and the Certificate Registrar an Opinion of Counsel in form and
substance satisfactory to the Depositor, the Trustee and the Certificate
Registrar that the purchase and holding of the Certificate(s) will not result in
the assets of the Trust Fund being deemed to be "plan assets" and subject to
Title I or ERISA, Section 4975 of the Code or Similar Law, will not constitute
or result in a prohibited transaction within the meaning of ERISA or Section
4975 of the Code or a materially similar characterization under any Similar Law,
and will not subject the Master Servicer, the Special Servicer, the Depositor,
the Trustee or the Certificate Registrar to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which Opinion of Counsel shall not be at the expense of the Trust
Fund, the Master Servicer, the Special Servicer, the Depositor, the Trustee or
the Certificate Registrar.


                                     D-1-4
<PAGE>

            10. Please make all payments due on the Transferred Interests:*

            ______ (a) by wire transfer to the following account at a bank or
entity in New York, New York, having appropriate facilities therefor:

            Account number __________ Institution ___________

            ______  (b) by mailing a check or draft to the following address:

            ____________________________
            ____________________________
            ____________________________
            ____________________________
            ____________________________


                                       Very truly yours,

                                       [The Purchaser]



                                       By:______________________________________
                                          Name:
                                          Title:


                                       Dated:




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

*     Only to be filled out by Purchasers of Individual Certificates. Please
      select (a) or (b).


                                     D-1-5
<PAGE>

                                   EXHIBIT D-2

                       FORM OF ERISA REPRESENTATION LETTER

[______________________________________]
 as Trustee and Certificate Registrar
[address]

Attention: Corporate Trust (CMBS)
           GSMSC II 20__

GS Mortgage Securities Corporation II
85 Broad Street
New York, New York  10004

Attention: Rolf Edwards
           Samuel Ramos

      Re:   GS Mortgage Securities Corporation II, Commercial Mortgage
            Pass-Through Certificates, Series 20__, Class [____]

Ladies and Gentlemen:

            __________________________ (the "Purchaser") intends to purchase
from ____________________ (the "Seller") $_____________ initial [Certificate
Principal Amount] [Notional Amount] or _____% Percentage Interest of GS Mortgage
Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series
20__-__, Class [_], CUSIP No. [____] (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement, dated as of [_____], 20__ (the "Pooling and
Servicing Agreement"), by and among GS Mortgage Securities Corporation II, as
Depositor, [______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee. All capitalized terms used herein
and not otherwise defined shall have the meaning set forth in the Pooling and
Servicing Agreement.

            The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Seller, the Certificate Registrar and the Trustee that:

            1. [(Class K], [Class L], [Class M], [Class N], [Class O], [Class
P], [Class S], [Class R] and [Class LR] only) The Purchaser is neither (i) a
retirement plan or other employee benefit plan or arrangement, including an
individual retirement account or a Keogh plan, which is subject to Title I 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 defined in Section 3(32) or ERISA) or a church plan (as
defined in Section 3(33) or ERISA) for which no election has been made under
Section 410(d) of the Code that is subject to any federal, state or local law
("Similar Law") that is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each, a "Plan"), nor (ii) a collective
investment fund in which such Plans are invested, an insurance company using
assets of separate


                                     D-2-1
<PAGE>

accounts or general accounts which include assets of Plans (or which are deemed
pursuant to ERISA or Similar Law to include assets of Plans) or other Person
acting on behalf of any such Plan or using the assets of any such Plan, other
than (with respect to any transfer of a [Class K], [Class L], [Class M], [Class
N], [Class O], [Class P] or [Class S] Certificate) an insurance company using
assets of its general account under circumstances whereby such purchase and the
subsequent holding of Certificate(s) by such insurance company would be exempt
from the prohibited transaction provisions of ERISA and Section 4975 of the Code
under Sections I and III of Prohibited Transaction Class Exemption 95-60.

            IN  WITNESS  WHEREOF,  the  Purchaser  hereby  executes  the ERISA
Representation Letter on ______________ __, ____.


                                       [Purchaser]


                                       By:______________________________________
                                          Name:
                                          Title:


                                       Dated:


                                     D-2-2
<PAGE>

                                    EXHIBIT E

                           FORM OF REQUEST FOR RELEASE
                             (for Trustee/Custodian)

Loan Information:
Name of Mortgagor: __________________
Master Servicer Loan No.: __________________
Custodian/Trustee
Name: __________________
Address: __________________
________________________
Custodian/Trustee Mortgage File No.: __________________
[Seller]
Name: __________________
Address: __________________

__________________

Certificates:     GS Mortgage Securities  Corporation II,  Commercial Mortgage
                  Pass-Through Certificates, Series 20__-__, Class [____]

            The undersigned Master Servicer hereby acknowledges that it has
received from [______________________________], as Trustee for the Holders of GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, Series 20__-__, the documents referred to below (the "Documents").
All capitalized terms not otherwise defined in this Request for Release shall
have the meanings given them in the Pooling and Servicing Agreement, dated as of
[_____], 20__ (the "Pooling and Servicing Agreement"), by and among GS Mortgage
Securities Corporation II, as Depositor, [______________________________], as
Master Servicer, [______________________________], as Special Servicer, and
[______________________________], as Trustee.

            ( ) Note dated _________, _____, in the original principal sum of
$_____, made by _______, payable to, or endorsed to the order of, the Trustee.

            ( ) Mortgage recorded on ____________ as instrument no. ________ in
the County Recorder's Office of the County of _______________, State of
_________________ in book/reel/docket ___________ of official records at
page/image ________.

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

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


                                      E-1
<PAGE>

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

            (  )  ___________________________

            (  )  ___________________________

            (  )  ___________________________

            (  )  ___________________________

            The undersigned Master Servicer hereby acknowledges and agrees as
follows:

            (1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee, solely for the purposes
provided in the Agreement.

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

            (3) The Master Servicer shall return the Documents to the Custodian
when the need therefor no longer exists, unless the Mortgage Loan relating to
the Documents has been liquidated and the proceeds thereof have been remitted to
the Collection Account and except as expressly provided in the Agreement.

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

                                       GMAC COMMERCIAL MORTGAGE
                                         CORPORATION



                                       By:______________________________________
                                          Name:
                                          Title:


                                       Dated:


                                      E-2
<PAGE>

                                    EXHIBIT F

                                SECURITIES LEGEND

            Subject to the Pooling and Servicing Agreement, the Rule 144A Global
Certificates, the Residual Certificates and the Individual Certificates will
bear a legend (with respect to such Certificates, the "Securities Legend") to
the following effect, unless the Depositor determines otherwise in accordance
with applicable law:

            THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH
ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO
LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON WHOM THE DEPOSITOR REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING
THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION
AND DELIVERY BY THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE.

            Notwithstanding anything to the contrary, the Residual Certificates
will not bear clauses (C), (D) and (E) of the Securities Legend.


                                      F-1
<PAGE>

                                    EXHIBIT G

                           DISTRIBUTION DATE STATEMENT

<PAGE>

                                    EXHIBIT H

METHODOLOGY TO NORMALIZE NET OPERATING INCOME AND DEBT SERVICE COVERAGE RATIO

1.    GMAC Commercial Mortgage Corporation ("GMACCM") applies the methodology
      presented below to arrive at a servicer adjusted or "Normalized" Net
      Operating Income ("NOI"). The items described below highlight some of the
      major categories requiring adjustment. There may, however, be others, and
      GMACCM will use its market knowledge and discretion in making and
      sufficiently footnoting the necessary adjustments.

2.    GMACCM chooses to use the actual management fee stated in the financial
      statement.

3.    Where they are clearly identifiable, GMACCM will remove any capital
      expense from any above the line categories (such as extraordinary repairs
      and maintenance) and put them below the line in the capital expense
      comment section.

4.    Replacement reserves, tenant improvements and leasing commission reserves
      will be treated as above the line expenses. A determination will be made
      whether there have been credits for the disbursements from a reserve and
      that expenses are not overstated due to exclusion of credits.

5.    Property taxes should be the annual amount due, excluding any delinquent
      taxes or credits from prior years which would cause the number to be
      higher or lower. The amount for property taxes will be adjusted if the
      period under analysis is less than one year.

6.    GMACCM will exclude non-recurring, extraordinary income. For example, a
      tax refund, lease buyout or income received for a period other than the
      year in question should be adjusted. If past due rent for a prior year was
      paid and recorded in the current year, GMACCM would back it out and
      footnote it accordingly. Care will be used when reflecting
      percentage/overage rents to ensure that it relates to the appropriate
      period and that the numbers are supported by tenant sales information.

7.    GMACCM will remove any items not pertaining to the operation of the
      property such as, fees for closing the loan restructure, a distribution to
      owners or a charitable contribution.

8.    When necessary, income and expenses will be analyzed by looking at
      variances by category. Unusual income and expense items will be
      researched. If there are significant variances, inquiries to the borrower
      will be made. Appropriate adjustments will be made and footnotes provided
      to clearly explain the situation.

9.    The debt service should be an actual amount the borrower paid per the
      servicing records for the period associated with the operating statement.
      If GMACCM does not have a full year of payments, it will use the principal
      and interest constant in the case of a fixed rate


                                      H-1
<PAGE>

      loan and, in the case of an adjustable rate loan, will estimate a full
      year amount from the payment history information available.


                                      H-2
<PAGE>

                                   EXHIBIT I-1

                    FORM OF REGULATION S TRANSFER CERTIFICATE
                     FOR TRANSFERS DURING RESTRICTED PERIOD

[______________________________]
 as Trustee and Certificate Registrar
[address]

Attention: Corporate Trust (CMBS)
           GSMSC II 20__-__

      Re:   Transferor of GS Mortgage Securities Corporation II, Commercial
            Mortgage Pass-Through Certificates, Series 20__-__, Class [____]

Ladies and Gentlemen:

            This certificate is delivered pursuant to Section 5.02 of the
Pooling and Servicing Agreement, dated as of [_____], 20__ (the "Pooling and
Servicing Agreement"), by and among GS Mortgage Securities Corporation II, as
Depositor, GMAC Commercial Mortgage Corporation, as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee, on behalf of the holders of the GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, 20__-__, Class __ (the "Certificates") in connection with the
transfer by the undersigned (the "Transferor") to _________________ (the
"Transferee") of $___________ [Certificate Principal Amount] [Notional Amount]
of Certificates, in fully registered form (each, an "Individual Certificate"),
or a beneficial interest of such aggregate [Certificate Principal Amount]
[Notional Amount] in the Regulation S Global Certificate (the "Global
Certificate") maintained by The Depository Trust Company or its successor as
Depositary under the Pooling and Servicing Agreement (such transferred interest,
in either form, being the "Transferred Interest"). Capitalized terms used but
not defined herein have the respective meanings ascribed to such terms in the
Pooling and Servicing Agreement.

            In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and the
Certificates and (i) with respect to transfers made in accordance with
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:

            (1)   the offer of the Transferred Interest was not made to a person
                  in the United States;

            (2)   [at the time the buy order was originated, the Transferee was
                  outside the United States or the Transferor and any person
                  acting on its behalf reasonably believed that the Transferee
                  was outside the United States] [the transaction was executed
                  in, on or through the facilities of a designated offshore
                  securities market and neither the undersigned nor any person


                                     I-1-1
<PAGE>

                  acting on its behalf knows that the transaction was
                  pre-arranged with a buyer in the United States];*

            (3)   the transferee is not a U.S. Person within the meaning of Rule
                  902(o) of Regulation S nor a person acting for the account or
                  benefit of a U.S. Person, and upon completion of the
                  transaction, the Transferred Interest will be held with the
                  Depository through [Euroclear] [Clearstream];**

            (4)   no directed selling efforts have been made in contravention of
                  the requirements of Rule 903(b) or Rule 904(b) of Regulation
                  S, as applicable; and

            (5)   the transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee and the Master
Servicer.

                                       [Name of Transferor]


                                       By:______________________________________
                                          Name:
                                          Title:


                                       Dated:

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

* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.

** Select appropriate depository.


                                     I-1-2
<PAGE>

                                   EXHIBIT I-2

                    FORM OF REGULATION S TRANSFER CERTIFICATE
                      FOR TRANSFERS AFTER RESTRICTED PERIOD

[_______________________________________]
 as Trustee and Certificate Registrar
[address]

Attention: Corporate Trust (CMBS)
           GSMSC II 20__-__

      Re:   Transferor of GS Mortgage Securities Corporation II, Commercial
            Mortgage Pass-Through Certificates, Series 20__-__, Class [____]

Ladies and Gentlemen:

            This certificate is delivered pursuant to Section 5.02 of the
Pooling and Servicing Agreement, dated as of [_____], 20__ (the "Pooling and
Servicing Agreement"), by and among GS Mortgage Securities Corporation II, as
Depositor, [______________________________], as Master Servicer,
[______________________________], as Special Servicer,
and[______________________________], as Trustee, on behalf of the holders of the
GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, 20__-__, Class __ (the "Certificates") in connection with the
transfer by the undersigned (the "Transferor") to _________________ (the
"Transferee") of $___________ [Certificate Principal Amount] [Notional Amount]
of Certificates, in fully registered form (each, an "Individual Certificate"),
or a beneficial interest of such aggregate [Certificate Principal Amount]
[Notional Amount] in the Regulation S Global Certificate (the "Global
Certificate") maintained by The Depository Trust Company or its successor as
Depositary under the Pooling and Servicing Agreement (such transferred interest,
in either form, being the "Transferred Interest"). Capitalized terms used but
not defined herein have the respective meanings ascribed to such terms in the
Pooling and Servicing Agreement.

            In connection with such transfer, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Pooling and Servicing Agreement and the
Certificates and (i) with respect to transfers made in accordance with
Regulation S ("Regulation S") promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:

            (1)   the offer of the Transferred Interest was not made to a person
                  in the United States;

            (2)   [at the time the buy order was originated, the Transferee was
                  outside the United States or the Transferor and any person
                  acting on its behalf reasonably believed that the Transferee
                  was outside the United States] [the transaction was executed
                  in, on or through the facilities of a designated offshore
                  securities market and neither the undersigned nor any person


                                     I-2-1
<PAGE>

                  acting on its behalf knows that the transaction was
                  pre-arranged with a buyer in the United States];*

            (3)   no directed selling efforts have been made in contravention of
                  the requirements of Rule 903(b) or Rule 904(b) of Regulation
                  S, as applicable; and

            (4)   the transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act,

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee and the Master
Servicer.

                                       [Name of Transferor]


                                       By:______________________________________
                                          Name:
                                          Title:


                                       Dated:



-------------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.


                                     I-2-2
<PAGE>

                                    EXHIBIT J

              FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER
                FROM RULE 144A GLOBAL CERTIFICATE TO REGULATION S
                 GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD

   (Pursuant to Section 5.02(c)(ii)(A) of the Pooling and Servicing Agreement)

[________________________________________],
 as Trustee and Certificate Registrar
[address]

Attention: Corporate Trust (CMBS)
           GSMSC II 20__-__

      Re:   Transfer of GS Mortgage Securities Corporation II, Commercial
            Mortgage Pass-Through Certificates, Series 20__-__, Class [____]

Ladies and Gentlemen:

            Reference is hereby made to the Pooling and Servicing Agreement,
dated as of [_____], 20__ (the "Pooling and Servicing Agreement"), by and among
GS Mortgage Securities Corporation II, as Depositor,
[______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.

            This letter relates to US $[_______] aggregate [Certificate
Principal Amount] [Notional Amount] of Certificates (the "Certificates") which
are held in the form of the Rule 144A Global Certificate (CUSIP No. _________)
with the Depository in the name of [insert name of transferor] (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest for an interest in the Regulation S Global Certificate (CUSIP No.
__________) to be held with [Euroclear] [Clearstream]* (Common Code No.
____________) through the Depositary.

            In connection with such request and in respect of such Certificates,
the Transferor does hereby certify that such transfer has been effected in
accordance with the transfer restrictions set forth in the Pooling and Servicing
Agreement and pursuant to and in accordance with Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), and accordingly the
Transferor does hereby certify that:

            (1)   the offer of the Certificates was not made to a person in the
                  United States,

            (2)   [at the time the buy order was originated, the transferee was
                  outside the United States or the Transferor and any person
                  acting on its behalf



-------------
*  Select appropriate depository.


                                      J-1
<PAGE>


                  reasonably believed that the transferee was outside the United
                  States] [the transaction was executed in, on or through the
                  facilities of a designated offshore securities market and
                  neither the transferor nor any person acting on its behalf
                  knows that the transaction was pre-arranged with a buyer in
                  the United States],*

            (3)   the transferee is not a U.S. Person within the meaning of Rule
                  902(o) of Regulation S nor a Person acting for the account or
                  benefit of a U.S. Person,

            (4)   no directed selling efforts have been made in contravention of
                  the requirements of Rule 903(b) or Rule 904(b) of Regulation
                  S, as applicable,

            (5)   the transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act, and

            (6)   upon completion of the transaction, the beneficial interest
                  being transferred as described above will be held with the
                  Depository through [Euroclear] [Clearstream].**

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee and the Master
Servicer.


                                       [Insert Name of Transferor]


                                       By:______________________________________
                                          Name:
                                          Title:


                                       Dated:



-------------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.

** Select appropriate depository.


                                      J-2
<PAGE>

                                    EXHIBIT K

              FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER
                FROM RULE 144A GLOBAL CERTIFICATE TO REGULATION S
                 GLOBAL CERTIFICATE AFTER THE RESTRICTED PERIOD

   (Pursuant to Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)

[_______________________________________],
  as Trustee and Certificate Registrar
[address]

Attention: Corporate Trust (CMBS)
           GSMSC II 20__-__

      Re:   Transfer of GS Mortgage Securities Corporation II, Commercial
            Mortgage Pass-Through Certificates, Series 20__-__, Class [____]

Ladies and Gentlemen:

            Reference is hereby made to the Pooling and Servicing Agreement,
dated as of [_____], 20__ (the "Pooling and Servicing Agreement"), by and among
GS Mortgage Securities Corporation II, as Depositor,
[______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.

            This letter relates to US $[________] aggregate [Certificate
Principal Amount] [Notional Amount] of Certificates (the "Certificates") which
are held in the form of the Rule 144A Global Certificate (CUSIP No. ________)
with the Depository in the name of [insert name of transferor] (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Certificates for an interest in the Regulation S Global
Certificate (Common Code No. ________).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such transfer has been
effected in accordance with the transfer restrictions set forth in the Pooling
and Servicing Agreement and, (i) with respect to transfers made in reliance on
Regulation S under the Securities Act of 1933, as amended (the "Securities
Act"), the Transferor does hereby certify that:

            (1)   the offer of the Certificates was not made to a person in the
                  United States;

            (2)   [at the time the buy order was originated, the transferee was
                  outside the United States or the Transferor and any person
                  acting on its behalf reasonably believed that the transferee
                  was outside the United States] [the transaction was executed
                  in, on or through the facilities of a designated


                                      K-1
<PAGE>

                  offshore securities market and neither the Transferor nor any
                  person acting on its behalf knows that the transaction was
                  pre-arranged with a buyer in the United States];*

            (3)   no directed selling efforts have been made in contravention of
                  the requirements of Rule 903(b) or Rule 904(b) of Regulation
                  S, as applicable; and

            (4)   the transaction is not part of a plan or scheme to evade the
                  registration requirements of the Securities Act,

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Master Servicer and the
Trustee.


                                       [Insert Name of Transferor]


                                       By:______________________________________
                                          Name:
                                          Title:


                                       Dated:



-------------
* Insert one of these two provisions, which come from the definition of
"off-shore transaction" in Regulation S.



                                      K-2
<PAGE>

                                    EXHIBIT L

              FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER
                FROM REGULATION S GLOBAL CERTIFICATE TO RULE 144A
                 GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD

   (Pursuant to Section 5.02(c)(ii)(C) of the Pooling and Servicing Agreement)

[________________________________________],
 as Trustee and Certificate Registrar
[address]

Attention:  Corporate Trust (CMBS)
            GSMSC II 20__-__

      Re:   Transfer of GS Mortgage Securities Corporation II, Commercial
            Mortgage Pass-Through Certificates, Series 20__-__, Class [____]

            Reference is hereby made to the Pooling and Servicing Agreement,
dated as of [_____], 20__ (the "Pooling and Servicing Agreement"), by and among
GS Mortgage Securities Corporation II, as Depositor,
[______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.

            This letter relates to US $[________] aggregate [Certificate
Principal Amount] [Notional Amount] of Certificates (the "Certificates") which
are held in the form of the Regulation S Global Certificate (CUSIP No. _______)
with [Euroclear] [Clearstream]* (Common Code No. __________) through the
Depository in the name of [insert name of transferor] (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest in the
Certificates for an interest in the Regulation 144A Global Certificate (CUSIP
No. ____________).

            In connection with such request, and in respect of such
Certificates, the Transferor does hereby certify that such Certificates are
being transferred in accordance with (i) the transfer restrictions set forth in
the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities Act
to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account with respect to which the transferee exercises
sole investment discretion and the transferee and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A, in each case in
a transaction meeting the requirements of Rule 144A and in accordance with any
applicable securities laws of any state of the United States or any
jurisdiction.



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

*  Select appropriate depository.


                                      L-1
<PAGE>

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Depositor, the Trustee, the Master Servicer
and underwriter and placement agent of the offering of the Certificates.


                                       [Insert Name of Transferor]


                                       By:______________________________________
                                          Name:
                                          Title:


                                       Dated:


                                      L-2
<PAGE>

                                    EXHIBIT M

                  FORM OF TRANSFER CERTIFICATE FOR REGULATION S
                   GLOBAL CERTIFICATE DURING RESTRICTED PERIOD

   (Pursuant to Section 5.02(c)(ii)(D) of the Pooling and Servicing Agreement)

[_________________________________________],
 as Trustee and Certificate Registrar
[address]

Attention: Corporate Trust (CMBS)
           GSMSC II 20__-__

      Re:   Transferor of GS Mortgage Securities Corporation II, Commercial
            Mortgage Pass-Through Certificates, Series 20__-__, Class [____]

Ladies and Gentlemen:

            This certificate is delivered pursuant to Section 5.02 of the
Pooling and Servicing Agreement, dated as of [_____], 20__ (the "Pooling and
Servicing Agreement"), by and among GS Mortgage Securities Corporation II, as
Depositor, [______________________________], as Master Servicer,
[______________________________], as Special Servicer, and
[______________________________], as Trustee, on behalf of the holders of the GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-Through
Certificates, 2003-C1 in connection with the transfer by _______________ of a
beneficial interest of $___________ [Certificate Principal Amount] [Notional
Amount] in a Private Global Certificate during the Restricted Period to the
undersigned (the "Transferee"). The Transferee desires to beneficially own such
transferred interest in the form of the Regulation S Global Certificate.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Pooling and Servicing Agreement.

            In connection with such transfer, the Transferee does hereby certify
that it is not a "U.S. Person" (within the meaning of Rule 902 Regulation S
under the Securities Act of 1933, as amended). This certificate and the
statements contained herein are made for your benefit and the benefit of the
Depositor, the Trustee and the Master Servicer.

                                       [Insert Name of Transferor]

                                       By:______________________________________
                                          Name:
                                          Title:

                                       Dated:



                                      M-1
<PAGE>

                                    EXHIBIT N

                            FORM OF CERTIFICATION TO
                            BE PROVIDED TO DEPOSITOR

      Re:   GS Mortgage Securities Corporation II, Commercial Mortgage
            Pass-Through Certificates, Series 20__-__ (the "Trust"), issued
            pursuant to the Pooling and Servicing Agreement, dated as of
            [_____], 20__ (the "Pooling and Servicing Agreement"), among GS
            Mortgage Securities Corporation II, as depositor (the "Depositor"),
            [______________________________], as trustee (the "Trustee"),
            [______________________________], as master servicer (the "Master
            Servicer"), and [______________________________], as special
            servicer

I, [identify the certifying individual], on behalf of the [Trustee] [Master
Servicer], certify to the Depositor [and the Trustee] [add for certifications
signed by an officer of the Master Servicer], and [its][their] [add for
certifications signed by an officer of the Master Servicer] officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

      1.    [To be certified by the Trustee] [I have reviewed the annual report
            on Form 10-K for the fiscal year [___] (the "Annual Report"), and
            all reports on Form 8-K containing distribution reports filed in
            respect of periods included in the year covered by the Annual Report
            (collectively with the Annual Report, the "Reports"), of the Trust;]

      2.    [To be certified by the Trustee] [To the best of my knowledge, the
            information in the Reports, taken as a whole, does not contain any
            untrue statement of a material fact or omit to state a material fact
            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 the Annual Report;]

      3.    [To be certified by the Trustee] [To the best of my knowledge, the
            distribution or servicing information required to be provided to the
            Trustee by the Master Servicer under the Pooling and Servicing
            Agreement for inclusion in the Reports is included in the Reports;]

      4.    [To be certified by the Master Servicer] [I am responsible for
            reviewing the activities performed by the Master Servicer under the
            Pooling and Servicing Agreement and based upon my knowledge and the
            review required under the Pooling and Servicing Agreement, and
            except as disclosed in the annual compliance statement required to
            be delivered to the Trustee in accordance with the terms of the
            Pooling and Servicing Agreement (which has been so delivered to the
            Trustee), the Master Servicer has fulfilled its obligations under
            the Pooling and Servicing Agreement; and]


                                      N-1
<PAGE>

      5.    [To be certified by the Master Servicer] [All significant
            deficiencies relating to the Master Servicer's compliance with the
            minimum servicing standards for purposes of the report provided by
            an independent public accountant, after conducting a review
            conducted in compliance with the Uniform Single Attestation Program
            for Mortgage Bankers or similar procedure, as set forth in the
            Pooling and Servicing Agreement, have been disclosed to such
            accountant and are included in such reports.]


Date: _________________________

_______________________________
[Signature]
[Title]


                                      N-2
<PAGE>

                                   EXHIBIT O-1

                         FORM OF INVESTOR CERTIFICATION

                                     [Date]

[address]

Attention:  GS Mortgage  Securities  Corporation II, Commercial  Mortgage Pass
            Through Certificates, Series 20__-__

      In accordance with Section 4.02 of the Pooling and Servicing Agreement,
dated as of[_____], 20__ (the "Agreement"), by and among GS Mortgage Securities
Corporation II as Depositor, [______________________________] as Master
Servicer, [______________________________]. as Special Servicer and
[______________________________], as Trustee (the "Trustee"), with respect to
the above-referenced certificates (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

      1. The undersigned is a beneficial owner or prospective purchaser of the
Class ___ Certificates.

      2. The undersigned is requesting access pursuant to the Agreement to
certain information (the "Information") on the Trustee's website and/or is
requesting the information identified on the schedule attached hereto (also, the
"Information") pursuant to the provisions of the Agreement.

      3. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an
evaluation in connection with purchasing the related Certificates, from its
accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Trustee, be
otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the "Representatives") in
any manner whatsoever, in whole or in part.

      4. The undersigned will not use or disclose the Information in any manner
which could result in a violation of any provision of the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended, or would require registration of any Certificate not previously
registered pursuant to Section 5 of the Securities Act.

      5. The undersigned shall be fully liable for any breach of this agreement
by itself or any of its Representatives and shall indemnify the Depositor, the
Trustee, the Master Servicer,


                                     O-1-1
<PAGE>

the Special Servicer and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.

      6. Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.

      IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized signatory, as of the day and year written above.


                                       _______________________________________

                                       Beneficial Owner or Prospective
                                          Purchaser

                                       By:____________________________________

                                       Name:__________________________________

                                       Title:_________________________________

                                       Company:_______________________________

                                       Phone:_________________________________


                                     O-1-2
<PAGE>

                                   EXHIBIT O-2

                        FORM OF CONFIDENTIALITY AGREEMENT

                                     [Date]

GS Mortgage Securities Corporation II

Attention:  GS Mortgage  Securities  Corporation II, Commercial  Mortgage Pass
            Through Certificates, Series 20__-__

      Re:   Information regarding Attention: GS Mortgage Securities Corporation
            II, Commercial Mortgage Pass Through Certificates, Series 20__-__

Ladies and Gentlemen:

            In connection with the GS Mortgage Securities Corporation II,
Commercial Mortgage Pass Through Certificates, Series 20__-__ (the
"Certificates"), we acknowledge that we will be furnished by
[______________________________]as Master Servicer and/or as Special Servicer
(and may have been previously furnished) with certain information (the
"Information"). For the purposes of this letter agreement (this "Agreement"),
"Representative" of a Person refers to such Person's directors, officers,
employees, and agents; and "Person" refers to any individual, group or entity.

            In connection with and in consideration of our being provided with
Information, we hereby acknowledge and agree that we are requesting and will use
the Information solely for purposes of making investment decisions with respect
to the above-referenced Certificates and will not disclose such Information to
any other Person or entity unless required to do so by law; provided such
Information may be disclosed to the auditors and regulators of the undersigned
or to any person or entity that is contemplating the purchase of any Certificate
held by the undersigned or of an interest therein, but only if such person or
entity confirms in writing such contemplation of a prospective ownership
interest and agrees in writing to keep such Information confidential.

            The undersigned shall be fully liable for any breach of this
agreement by itself or any of its Representatives and shall indemnify the
Depositor, the Trustee, the Master Servicer, the Special Servicer and the Trust
Fund for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.

            This Agreement shall not apply to any of the Information which: (i)
is or becomes generally available and known to the public other than as a result
of a disclosure directly or indirectly by us or any of our Representatives; (ii)
becomes lawfully available to us on a non-confidential basis from a source other
than you or one of your Representatives, which source is not bound by a
contractual or other obligation of confidentiality to any Person; or (iii) was
lawfully known to us on a non-confidential basis prior to its disclosure to us
by you.


                                     O-2-1
<PAGE>

            Capitalized terms used but not defined herein shall have the meaning
assigned thereto in that certain Pooling and Servicing Agreement, dated as of
[_____], 2003, by and among GS Mortgage Securities Corporation II as Depositor,
[______________________________] as Master Servicer,
[______________________________] as Special Servicer and
[______________________________], as Trustee (the "Trustee").

            This Agreement, when signed by us, will constitute our agreement
with respect to the subject matter contained herein.


                                       Very truly yours,


                                       [NAME OF ENTITY]

                                       By:.___________________________________
                                       Name:__________________________________
                                       Title:_________________________________
                                       Company:_______________________________
                                       Phone:_________________________________


cc:   GS Mortgage Securities Corporation II
      Trustee


                                     O-2-2
<PAGE>

                                    EXHIBIT P

                           FORM OF CERTIFICATION TO BE
                             PROVIDED WITH FORM 10-K

      Re:   GS Mortgage Securities Corporation II, Commercial Mortgage
            Pass-Through Certificates, Series 20__-__ (the "Trust"), issued
            pursuant to the Pooling and Servicing Agreement, dated as of
            [_____], 20__ (the "Pooling and Servicing Agreement"), among GS
            Mortgage Securities Corporation II, as depositor (the "Depositor"),
            [______________________________], as trustee (the "Trustee"),
            [______________________________], as master servicer (the "Master
            Servicer"), and [______________________________], as special
            servicer

I, [identify the certifying individual], certify that:

1.    I have reviewed this annual report on Form 10-K (the "Annual Report"), and
      all reports on Form 8-K containing distribution reports (collectively with
      this Annual Report, the "Reports") filed in respect of periods included in
      the year covered by this Annual Report, of the Trust;

2.    Based on my knowledge, the information in the Reports, taken as a whole,
      does not contain any untrue statement of a material fact or omit to state
      a material fact 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 this Annual Report;

3.    Based on my knowledge, the distribution or servicing information required
      to be provided to the Trustee by the Master Servicer under the Pooling and
      Servicing Agreement, for inclusion in the Reports is included in the
      Reports;

4.    Based on my knowledge and upon the annual compliance statement included in
      this Annual Report and required to be delivered to the Trustee in
      accordance with the terms of the Pooling and Servicing Agreement, and
      except as disclosed in the Reports, the Master Servicer has fulfilled its
      obligations under the Pooling and Servicing Agreement; and

5.    The Reports disclose all significant deficiencies relating to the Master
      Servicer's compliance with the minimum servicing standards based upon the
      report provided by an independent public accountant, after conducting a
      review in compliance with the Uniform Single Attestation Program for
      Mortgage Bankers or similar procedure, as set forth in the Pooling and
      Servicing Agreement, that is included in the Reports.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: the Trustee and the Master
Servicer.


                                       P-1
<PAGE>

Date: _________________________

_______________________________
[Signature]
[Title]


                                       P-2
<PAGE>


                                    EXHIBIT Q

                            INITIAL COMPANION HOLDERS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------

Companion
Loan to Loan                                  Tax Identification
Number            Name of Companion Holder    Number                 Address        Wiring Instructions
---------------------------------------------------------------------------------------------------------------
<S>               <C>                         <C>                    <C>            <C>

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

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

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

---------------------------------------------------------------------------------------------------------------
</TABLE>


                                      Q-1