8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

May 30, 2003

          GS Mortgage Securities Corp.          

(Exact Name of Registrant as Specified in its Charter)

Delaware	333-100818	13-6357101
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
85 Broad Street New York, New York		10004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  (212) 902-1000

                                                        None                                                        

(Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events.

The Registrant registered issuances of Mortgage Pass-Through Certificates, Series 2003-5F on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, by a Registration Statement on Form S-3 (Registration File No. 333-100818) (the “Registration Statement”).  Pursuant to the Registration Statement, the Registrant issued $570,472,091 aggregate principal amount of Class IA-1, Class IA-2, Class IA-3, Class IA-4, Class IIA-1, Class IIA-2, Class IIA-3, Class IIA-4, Class IIA-P, Class A-X, Class B1, Class B2 and Class B3 Certificates (the “Publicly Offered Certificates”) on May 30, 2003.  This Current Report on Form 8-K is being filed to satisfy an undertaking, contained in the definitive Prospectus dated May 22, 2003, as supplemented by t he Prospectus Supplement dated May 27, 2003, to file a copy of the Trust Agreement (as defined below) and other operative agreements executed in connection with the issuance of the Publicly Offered Certificates, a form of which was filed as an exhibit to the Registration Statement.

The Publicly Offered Certificates were issued pursuant to a Trust Agreement (the “Trust Agreement”), attached hereto as Exhibit 4.5.1, dated as of May 1, 2003, between GS Mortgage Securities Corp., as depositor, and JPMorgan Chase Bank, as Trustee, which incorporates by reference the Standard Terms to Trust Agreement, May 2003 Edition (the “Standard Terms”), attached hereto as Exhibit 4.5.2.  The “Certificates” consist of the Publicly Offered Certificates and the Class B4, Class B5, Class B6 and Class R Certificates.  The Certificates evidence all of the beneficial ownership interest in a trust fund that consists primarily of a pool of certain conventional, fixed rate, residential mortgage loans with an aggregate outstanding principal balance of approxim ately $573,340,296 as of May 1, 2003, together with certain other assets.  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Trust Agreement and the Standard Terms.

Item 7.  Financial Statements; Pro Forma Financial Information and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Exhibits:

1.1

Purchase Agreement, dated as of May 27, 2003, among Goldman, Sachs & Co., GS Mortgage Securities Corp. and Goldman Sachs Mortgage Company.

4.5.1

Trust Agreement, dated as of May 1, 2003, between GS Mortgage Securities Corp., as Depositor, and JPMorgan Chase Bank, as Trustee.

4.5.2

Standard Terms to Trust Agreement (May 2003 Edition)

4.6

Form of Publicly Offered Certificate

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GS MORTGAGE SECURITIES CORP.

By: /s/ Marvin J. Kabatznick                      

Name: Marvin J. Kabatznick

Title:   President/CEO

Dated:  May 29, 2003

EXHIBIT INDEX

Exhibit No.

Description

Page No.

1.1

Purchase Agreement, dated as of May 27, 2003, among Goldman, Sachs & Co., GS Mortgage Securities Corp. and Goldman Sachs Mortgage Company

4.5.1

Trust Agreement, dated as of May 1, 2003, between GS Mortgage Securities Corp., as Depositor, and JPMorgan Chase Bank, as Trustee.

4.5.2

Standard Terms to Trust Agreement (May 2003 Edition)

4.6

Form of Publicly Offered Certificate

EX-1

GS MORTGAGE SECURITIES CORP.

GSR MORTGAGE LOAN TRUST 2003-5F

MORTGAGE PASS-THROUGH SECURITIES, SERIES 2003-5F

Purchase Agreement

May 27, 2003

Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Ladies and Gentlemen:

GS Mortgage Securities Corp. (the “Company”) proposes to cause to be issued Mortgage Pass-Through Certificates, Series 2003-5F (the “Certificates”), pursuant to a Trust Agreement, dated as of May 1, 2003 (the “Trust Agreement”) between the Company, as depositor, and JPMorgan Chase Bank, as trustee (in such capacity, the “Trustee”), and proposes to sell to you (the “Purchaser”) the Certificates specified on Schedule I hereto.  The Class IA-1, Class IA-2, Class IA-3, Class IA-4, Class IIA-1, Class IIA-2, Class IIA-3, Class IIA-4, Class IIA-P, Class A-X, Class B1, Class B2 and Class B3 Certificates identified on Schedule I hereto are the “Publicly Offered Certificates.”  The Class B4, Class B5, Class B6 and Class R Certificates identified on Schedule I hereto are the “Private Certificates.” & nbsp;The Certificates will represent in the aggregate the entire beneficial ownership interest in the assets of the Trust Fund primarily consisting of a segregated pool of mortgage loans and certain other related assets.

Goldman Sachs Mortgage Company (“GSMC”), either directly or indirectly, purchased certain mortgage loans (the “Mortgage Loans”) from Bank of America, N.A. (“BOA”) pursuant to (i) an Assignment, Assumption and Recognition Agreement, dated May 22, 2003, among BOA, GSMC and ABN AMRO Mortgage Group, Inc. (“ABN AMRO”) relating to the Flow Sale and Servicing Agreement (the “Flow Sale and Servicing Agreement”), dated as of February 1, 2002 and the Memorandum of Sale, dated May 29, 2002, each between ABN AMRO, as seller and servicer and Banc of America Mortgage Capital Corporation (“BAMCC”), (ii) an Assignment, Assumption and Recognition Agreement, dated May 20, 2003, among BOA, GSMC and Wells Fargo Home Mortgage, Inc. (“WFHM”) relating to the Seller’s Warranties and Servicing Agreement (the “SWSA (7/1/02)”), dated as of July 1, 2002 and the Mortgage Loan Purchase Agreement, dated as of July 1, 2002, each between WFHM, as seller and servicer, and BAMCC and (iii) an Assignment, Assumption and Recognition Agreement, dated May 20, 2003, among BOA, GSMC and WFHM relating to the Seller’s Warranties and Servicing Agreement (the “SWSA (8/1/02)”), dated as of August 1, 2002 and the Mortgage Loan Purchase Agreement, dated as of August 1, 2002, each between WFHM, as seller and servicer, and BAMCC.

The Mortgage Loans are being serviced by (i) WFHM pursuant to the terms of the SWSA (7/1/02) and the SWSA (8/1/02) and (ii) ABN AMRO pursuant to the terms of the Flow Sale and Servicing Agreement (such agreements, collectively, the “Sale and Servicing Agreements”).

The Company will acquire the Mortgage Loans pursuant to (i) an Assignment, Assumption and Recognition Agreement, dated as of May 1, 2003, among GSMC, the Company and WFHM and (ii) an Assignment, Assumption and Recognition Agreement, dated as of May 1, 2003, among GSMC, the Company, and ABN AMRO (collectively, the “GSMC Assignments”).  Pursuant to the GSMC Assignments, GSMC will assign certain of its rights with respect to the representations and warranties under the Sale and Servicing Agreements.  Pursuant to (i) an Assignment, Assumption and Recognition Agreement dated as of May 1, 2003 among the Company, the Trustee, and WFHM and (ii) an Assignment, Assumption and Recognition Agreement, dated as of May 1, 2003, among the Company, the Trustee, and ABN AMRO (together, the “Depositor Assignments” and, together with the Sale and Servicing A greements and the GSMC Assignments, the “Assignment Agreements”), the Company will assign its rights under the Sale and Servicing Agreements to the Trustee.  

Certain Mortgage Loan documents, including the mortgage notes and mortgages, will be held by the Custodian pursuant to (i) a Custodial Agreement, dated as of May 1, 2003, among GSMC, BOA, WFHM and JPMorgan Chase Bank, as custodian (in such capacity, the “Custodian”) and (ii) a Custodial Agreement, dated as of May 1, 2003, among GSMC, BOA, ABN AMRO and the Custodian.  Capitalized terms used but not defined herein shall have the meanings given to them in the Prospectus.

1.

The Company represents and warrants to, and agrees with, the Purchaser that:

(a)

Registration Statement on Amendment No. 1 to Form S-3 No. 333-100818, including a form of prospectus and such amendments thereto as may have been required to the date hereof, relating to the Publicly Offered Certificates and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the “Act”), have been filed with the Securities and Exchange Commission (the “Commission”) and such registration statement, as amended, has become effective.  Such registration statement, as amended at the Effective Time (as defined herein), including the exhibits thereto and any material incorporated by reference therein, are hereinafter referred to as the “Registration Statement,” and the prospectus (including the base prospectus and any p rospectus supplement) relating to the Publicly Offered Certificates, as last filed, or mailed for filing, with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act is hereinafter referred to as the “Prospectus.”  For purposes of offering the Private Certificates, an offering supplement (the “Offering Supplement”) will be prepared with respect to the Private Certificates which shall include and incorporate the Prospectus as a part thereof.  For purposes of this Agreement, “Effective Time” means the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto, is declared effective by the Commission, and “Effective Date” means the date of the Effective Time;

(b)

On the Effective Date, the Registration Statement did conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), where applicable, and the rules and regulations of the Commission under the Act or the Exchange Act, as applicable, and did not, as of the Effective Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statement or omission made in reliance upon and in conformity with information furnished in writing to the Company by the Purchaser expressly for use in the Registration Statement;

(c)

On the date of this Agreement, the Registration Statement conforms, and at the time of the last filing of the Prospectus pursuant to Rule 424(b), the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder (the “Rules and Regulations”), and, except as aforesaid, neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(d)

The Private Certificates constitute exempt securities under Section 3(a)(3) of the Act, and registration of the Private Securities under the Act is not required in connection with the offer, issuance, sale or delivery of the Private Securities pursuant to Rule 144A under the Act;

(e)

The documents incorporated by reference in the Prospectus, when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act and the rules and regulations thereunder; and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations thereunder;

(f)

Since the date as of which information is given in the Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus;

(g)

The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has all requisite power and authority (corporate and other) to own its properties and to conduct its business as described in the Prospectus;

(h)

At the Time of Delivery (as defined in Section 4 hereof), the Trust Agreement and Assignment Agreements will have been duly authorized, executed and delivered and will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity;

(i)

When the Certificates are issued, executed, authenticated and delivered pursuant to this Agreement and the Trust Agreement, the Certificates will have been duly authorized, executed, authenticated, issued and delivered and will be entitled to the benefits of the Trust Agreement; and the Certificates and the Trust Agreement will conform to the descriptions thereof in the Prospectus and the Offering Supplement;

(j)

The issue and sale of the Certificates, the compliance by the Company with all of the provisions of this Agreement, the Trust Agreement, and the Assignment Agreements, and the consummation of the transactions herein and therein contemplated, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or the By-Laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jur isdiction over the Company, or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Certificates or the consummation by the Company of the other transactions contemplated by this Agreement, the Trust Agreement or the Assignment Agreements except such as have been obtained under the Act, and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Certificates by the Purchaser;

(k)

The statements set forth in each of the Prospectus and Offering Supplement under the caption “Description of the Certificates,” insofar as they purport to constitute a summary of the terms of the Certificates and insofar as they purport to describe the provisions of the documents referred to therein, are accurate, complete and fair;

(l)

Other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject that, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the condition (financial or otherwise), earnings, affairs, business, properties or prospects of the Company, and to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(m)

The Company will, at the Time of Delivery, own the Mortgage Loans, free and clear of any lien, mortgage, pledge, charge, security interest or other encumbrance, and, at the Time of Delivery, the Company will have full power and authority to sell and deliver the Mortgage Loans to the Trustee under the Trust Agreement and at the Time of Delivery will have duly authorized such assignment and delivery to the Trustee by all necessary action;

(n)

Any taxes, fees and other governmental charges in connection with the execution, delivery and performance of this Agreement, the Trust Agreement, the Assignment Agreements and the Certificates will have been paid at or prior to the Time of Delivery;

(o)

At the Time of Delivery, the Mortgage Loans will have been duly and validly assigned and delivered by the Company to the Trustee;

(p)

The Trust Fund created by the Trust Agreement will not at the Time of Delivery be required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(q)

The Company is not and at the Time of Delivery will not be an “investment company,” as such term is defined in the Investment Company Act;

(r)

When the Certificates are issued and delivered pursuant to this Agreement, the Certificates will not be of the same class (within the meaning of Rule 144A under the Act) as securities that are listed on a national securities exchange, registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

(s)

The Class IA-1, Class IA-2, Class IA-3, Class IA-4, Class IIA-1, Class IIA-2, Class IIA-3, Class IIA-4, Class IIA-P, Class A-X and Class B1 Certificates will be mortgage related securities, as defined in Section 3(a)(41) of the Exchange Act, as long as such Certificates are rated in one of the two highest rating grades by at least one nationally recognized statistical rating organization; and

(t)

Within the preceding six months, neither the Company nor any other person acting on behalf of the Company has offered or sold to any person any of the Private Certificates, or any securities of the same or a similar class as the Private Certificates, other than the Private Certificates offered or sold to the Purchaser hereunder. The Company will take reasonable precautions designed to insure that any offer or sale, direct or indirect, of any of the Private Certificates or any substantially similar security issued by the Trust, within six months subsequent to the date on which the distribution of the Private Certificates has been completed (as notified to the Company by Goldman, Sachs & Co.), is made under restrictions and other circumstances reasonably designed not to effect the status of the offer and sale of the Private Certificates contemplated by this Agreement as transactions exempt from the registration provisions of the Act.

2.

GSMC represents and warrants to the Trustee that:

(a)

The Trust Agreement creates a valid and continuing security interest (as defined in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of the Trustee, which security interest is prior to all other liens, and is enforceable as such against creditors of and purchasers from the Company;

(b)

The Mortgage Loans constitute “instruments” within the meaning of the applicable Uniform Commercial Code;

(c)

The Company owns and has good marketable title to the Mortgage Loans free and clear of any lien, claim or encumbrance of any Person;

(d)

The Company has received all consents and approvals required by the terms of the Mortgage Loans for the sale of the Mortgage Loans under the Trust Agreement to the Trustee;

(e)

All original executed copies of each mortgage note that constitute or evidence the Mortgage Loans have been delivered to the Custodian;

(f)

The Company has received written acknowledgement from the Custodian that the Custodian is holding the mortgage notes that constitute or evidence the Mortgage Loans solely on behalf and for the benefit of the Trustee;

(g)

Other than pursuant to the Trust Agreement, the Company has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Company has not authorized the filing of and is not aware of any financing statements against it that include a description of the collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Company by GSMC or the Trustee by the Company under the Trust Agreement or that has been terminated.  GSMC is not aware of any judgment or tax lien filings against GSMC or the Company;

(h)

None of the mortgage notes that constitute or evidence the Mortgage Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee.

3.

Subject to the terms and conditions herein set forth, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, at a purchase price determined in accordance with Schedule II hereto, the principal amount of the Certificates.  Upon the authorization by you of the release of the Certificates, the Purchaser proposes (i) to offer the Publicly Offered Certificates for sale to the public (which may include selected dealers), as set forth in the Prospectus, (ii) to offer the Private Certificates for sale to institutional investors as set forth in the Offering Supplement and (iii) to transfer a Percentage Interest equal to 0.01% in the Class R Certificates to JPMorgan Chase Bank, as Trustee.  The Purchaser hereby represents and warrants to, and agrees with the Company that:

(a)

It will offer and sell the Private Certificates only to persons it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A;

(b)

It is a QIB; and

(c)

It will not offer or sell the Private Certificates by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act.

4.

(a)  Each class of Publicly Offered Certificates will be represented by one or more definitive global Certificates in book-entry form, which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian.  The Company will deliver such Certificates to the Purchaser against payment by or on behalf of the Purchaser of the purchase price therefor by wire transfer to the Company of Federal (same day) funds, by causing DTC to credit such Certificates to the account of the Purchaser at DTC.  The Company will cause the certificates representing such Certificates to be made available to the Purchaser for checking at least twenty-four hours prior to the Time of Delivery at an office designated by the Purchaser (the “Designated Office”).  The time and date of such delivery and p ayment shall be 10:00 a.m., New York City time, on May 30, 2003, or such other time and date as the Purchaser and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.”

All of the Class B4, Class B5, Class B6 and Class R Certificates shall be delivered in definitive certificated form, by or on behalf of the Company to the Purchaser, against payment by or on behalf of the Purchaser of the purchase price therefor by wire transfer to the Company of Federal (same day) funds.

(b)

The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Certificates and any additional documents requested by the Purchaser pursuant to Section 7(k) hereof, will be delivered at the offices of McKee Nelson LLP (“McKee”) at 1919 M Street, N.W., Suite 800, Washington, DC 20036 (the “Closing Location”), and the Certificates will be delivered at the Designated Office, all at the Time of Delivery.  A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.  For the purposes of this Section 4, “New Y ork Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

5.

The Company agrees with the Purchaser:

(a)

If required, to file the Prospectus with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Company will advise the Purchaser promptly of any such filing pursuant to Rule 424(b);

(b)

To make no amendment or any supplement to the Registration Statement, the Prospectus or the Offering Supplement as amended or supplemented prior to the Closing Date, without furnishing the Purchaser with a copy of the proposed form thereof and providing the Purchaser with a reasonable opportunity to review the same; and during such same period to advise the Purchaser, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or supplemented or any amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of any of the Certificates for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement, the Prospectus or the Offering Supplement as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus or offering Supplement relating to the Certificates or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal;

(c)

Promptly from time to time to take such action as the Purchaser may reasonably request in order to qualify the Certificates for offering and sale under the securities laws of such states as the Purchaser may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Certificates, provided that in connection therewith neither the Trust nor the Company shall be required to qualify to do business, or to file a general consent to service of process in any jurisdiction, and provided, further, that the expense of maintaining any such qualification more than one year from the Closing Date with respect to such Certificates shall be at the Purchaser’s expense and the expense of maintaining any such qualification with respect to the Private Certificate s shall be at the expense of the Purchaser;

(d)

To furnish the Purchaser with copies of the Registration Statement (including exhibits) and copies of the Prospectus and the Offering Supplement as amended or supplemented in such quantities as the Purchaser may from time to time reasonably request; and if, before a period of six months shall have elapsed after the Closing Date and the delivery of a prospectus or offering document shall be at the time required by law in connection with sales of any such Certificates, either (i) any event shall have occurred as a result of which the Prospectus or the Offering Supplement would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other re ason it shall be necessary during such same period to amend or supplement the Prospectus or the Offering Supplement, as amended or supplemented, to notify the Purchaser and upon its request to prepare and furnish without charge to the Purchaser and to any dealer in securities as many copies as the Purchaser may from time to time reasonably request an amendment or a supplement to the Prospectus or the Offering Supplement which will correct such statement or omission or effect such compliance; and in case the Purchaser is required by law to deliver a prospectus or other offering document in connection with sales of any of such Certificates at any time six months or more after the Closing Date, upon the Purchaser’s request, but at its own expense, to prepare and deliver to the Purchaser as many copies as the Purchaser may request of an amended or supplemented prospectus or offering document complying with the Act;

(e)

To make generally available to Holders of Certificates as soon as practicable, but in any event no later than eighteen months after the Closing Date, an earnings statement of the Company complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Closing Date;

(f)

So long as any of the Certificates are outstanding, to furnish the Purchaser copies of all reports or other communications (financial or other) furnished to Holders of Certificates, and to deliver to the Purchaser during such same period, (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission; (ii) copies of each amendment to any of the Trust Agreement, the Warranties and Servicing Agreements and the Assignment Agreements; and (iii) such additional information concerning the business and financial condition of the Company or the Trustee as the Purchaser may from time to time reasonably request;

(g)

During the period beginning from the date hereof and continuing to and including the later of (i) the termination of trading restrictions for the Private Certificates, as notified to the Company by the Purchaser, and (ii) the Time of Delivery for the Private Certificates, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company that mature more than one year after the Time of Delivery and that are substantially similar to the Private Certificates, without the prior written consent of the Purchaser;

(h)

To furnish at its expense, upon request, to Holders of the Private Certificates and prospective purchasers of securities information (the “Additional Issuer Information”) satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act;

(i)

If requested by you, to use its best efforts to cause the Certificates to be eligible for the PORTAL trading system of the National Association of Securities Dealers, Inc. (“PORTAL”); and

(j)

Not to be or become an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

6.

The Company covenants and agrees with the Purchaser that the Company will pay or cause to be paid the following: (i) the Commission’s filing fees with respect to the Publicly Offered Notes, (ii) the fees, disbursements and expenses of counsel and accountants for the Company in connection with the issue of the Certificates and all other expenses in connection with the preparation and printing of all amendments and supplements thereto and the mailing and delivery of copies thereof to the Purchaser and dealers, (iii) the cost of printing or producing this Agreement, the Trust Agreement, any Blue Sky Supplement and any term sheets, computational materials, preliminary and final prospectus supplements and any other document produced in connection with the offering, purchase, sale and delivery of the Certificates, (iii) all expenses in connection with the qualification of the Certificates for offering and sale under state securities laws as provided in Section 5(c) hereof, including the fees and disbursements of counsel for the Purchaser in connection with such qualification and in connection with the Blue Sky Supplement; (iv) any fees charged by securities rating services for rating the Certificates; (v) the cost of preparing the Certificates; (vi) the fees and expenses of the Trustee and of any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Trust Agreement and the Certificates; (vii) any cost incurred in connection with the designation of the Certificates for trading in PORTAL; and (viii) all other costs and expenses incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section.  It is understood, however, that, except as provided in this Section 6, Section 8 and Section 11 hereof, the Purchaser will pay all of its own costs and expenses , including the fees of its counsel, transfer taxes on resale of any of the Certificates by it and any advertising expenses connected with any offers it may make.

7.

The obligations of the Purchaser shall be subject, in the discretion of the Purchaser, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery for the Certificates, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a)

The Trust Agreement, the Warranties and Servicing Agreements, the Assignment Agreements and all of the other agreements identified in such agreements, shall have been duly entered into by all of the respective parties;

(b)

McKee shall have furnished to the Purchaser their written opinions, dated the Time of Delivery for the Certificates, in form and substance satisfactory to the Purchaser;

(c)

Counsel for the Trustee satisfactory to the Purchaser shall have furnished to the Purchaser their written opinion, dated as of the Time of Delivery for the Certificates, in form and substance satisfactory to the Purchaser and counsel for the Purchaser;

(d)

The independent accountants of the Company or other accountants acceptable to the Purchaser shall have furnished to the Purchaser a letter or letters, dated on the date hereof, and a letter or letters, dated the Time of Delivery, respectively, containing statements and information of the type customarily included in accountants’ “comfort letters” and “agreed upon procedures letters” with respect to certain financial information contained in the Prospectus, in each case as to such matters as the Purchaser may reasonably request and in form and substance satisfactory to the Purchaser;

(e)

(i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended prior to the Time of Delivery any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended prior to the Time of Delivery, and (ii) since the respective dates as of which information is given in the Prospectus as amended prior to the Time of Delivery there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development inv olving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended prior to the Time of Delivery, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Purchaser so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Certificates on the terms and in the manner contemplated in the Prospectus or Offering Supplement as first amended or supplemented;

(f)

On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization,” as that term is defined by the Securities and Exchange Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock;

(g)

On or after the date hereof, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; or (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (iii) in the judgment of the Purchaser makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Certificates on the terms and in the manner contemplated in the Prospectus or Offering Supplement;

(h)

The Company shall have furnished or caused to be furnished to the Purchaser at the Time of Delivery certificates of its officers satisfactory to the Purchaser as to the accuracy in all material respects of its representations and warranties herein at and as of such Time of Delivery, as to the performance of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in Section 7(a) above and as to such other matters as the Purchaser may reasonably request;

(i)

The Purchaser shall have received evidence satisfactory to it that the Certificates are rated in the rating category or categories specified on Schedule I hereto by the rating agency or agencies specified on Schedule I hereto;

(j)

All opinions, certificates and other documents incident to, and all proceedings in connection with the transactions contemplated by, this Agreement, the Assignment Agreements, the Warranties and Servicing Agreements, and the Trust Agreement shall be satisfactory in form and substance to the Purchaser and its special counsel; and

(k)

The Registration Statement has become effective under the Act and no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission.

The Purchaser and its special counsel shall have received copies of all documents and other information as they may reasonably request, in form and substance satisfactory, to the Purchaser and its special counsel, with respect to such transactions and the taking of all proceedings in connection therewith.

8.

(a)

The Company will indemnify and hold harmless the Purchaser against any losses, claims, damages or liabilities, joint or several, to which the Purchaser may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus or Offering Supplement as amended or supplemented or any other offering material relating to the Certificates, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Purchaser for any legal or other expenses reasonably incurred by the Purchaser in connection with investigating (or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such document in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use in the Registration Statement, Prospectus or Offering Supplement.

(b)

The Purchaser will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus or Offering Supplement as amended or supplemented or any other offering material relating to the Certificates or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance upon and in conformity with written information furnished to the Company by the Purchaser expressly for use therein.

(c)

Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume th e defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.

(d)

If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Purchaser on the other from the offering of the Certificates to which such loss, claim, damage or liability (or actions in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permit ted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Purchaser on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Purchaser on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Purchaser. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue stateme nt of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Purchaser on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Purchaser agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d ), the Purchaser shall not be required to contribute any amount in excess of the amount by which the total price at which the Certificates underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which the Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e)

The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Purchaser within the meaning of the Act; and the obligations of the Purchaser with respect to any Certificates under this Section 8 shall be in addition to any liability which the respective Purchaser may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

9.

The respective indemnities, agreements, representations, warranties and other statements of the Company and the Purchaser as set forth in this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made in connection with the issuance of Certificates by or on behalf of the Purchaser or any controlling person of the Purchaser, or the Company, or any officer or director or controlling person of the Company and shall survive delivery of and payment for the Certificates.

10.

If for any reason the Certificates are not delivered by or on behalf of the Trustee as provided herein, other than by the Purchaser’s failure to comply with its obligations hereunder, the Company will reimburse the Purchaser for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred by the Purchaser in making preparations for the purchase, sale and delivery of the Certificates, but the Company shall be under no further liability to the Purchaser with respect to such Certificates except as provided in Section 6 and Section 8 hereof.

11.

(a)

The Purchaser may prepare and provide to prospective investors “Computational Materials,” “ABS Term Sheets” and “Collateral Term Sheets” (collectively, the “8-K Information”) in connection with its offering of the Certificates, as described in the No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody Acceptance Corporation I and certain affiliates, as made applicable to other issuers and underwriters by the Commission in response to the request of the Public Securities Association dated May 24, 1994 (collectively, the “Kidder/PSA Letter”), and the requirements of the No-Action Letter of February 17, 1995 issued by the Commission to the Public Securities Association (the “PSA Letter” and, together with the Kidder/PSA Letter, t he “No-Action Letters”); subject to the following conditions: (i) the Purchaser shall comply with the requirements of the No-Action Letters; (ii) for purposes hereof, “Computational Materials” shall have the meaning given such term in the No-Action Letters, but with respect to the Purchaser shall include only those Computational Materials that have been prepared by the Purchaser for prospective investors and for purposes hereof and “ABS Term Sheets” and “Collateral Term Sheets” shall have the meanings given such terms in the PSA Letter but with respect to the Purchaser shall include only those ABS Term Sheets or Collateral Term Sheets that have been prepared by the Purchaser for prospective investors; (iii) the Purchaser shall provide to the Company any 8-K Information which is provided to investors no later than the second Business Day preceding the date such 8-K Information is required to be filed pursuant to the applicable No-Action Letters and the Purchaser may pro vide copies of the foregoing in a consolidated or aggregated form including all information required to be filed; and (iv) in the event that the Company or the Purchaser discovers an error in the 8-K Information, the party that prepared such material shall prepare corrected 8-K Information and deliver it to the Company for filing.

(b)

The Company will cause to be filed with the Commission one or more current reports on Form 8-K with respect to the 8-K Information.

12.

All statements, requests, notices and agreements hereunder shall be in writing or by telegram if promptly confirmed in writing, and shall be sufficient in all respects, if delivered or sent by registered mail, if to the Purchaser, to the address of the Purchaser set forth above; if to the Company, to the address of the Company set forth in the Prospectus, Attention: President.

13.

This Agreement shall be binding upon, and inure solely to the benefit of the Purchaser, the Company and, to the extent provided in Section 8 hereof, the officers and directors of the Company and each person who controls the Company or the Purchaser, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Certificates from the Purchaser shall be deemed a successor or assign merely by reason of such purchase.

14.

Time shall be of the essence of this Agreement.

15.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

16.

This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original. but all such respective counterparts shall together constitute one and the same instrument.

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned two counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Purchaser.

Very truly yours,

GS MORTGAGE SECURITIES CORP.

By:  /s/ Marvin Kabatznick                         

Name: Marvin Kabatznick

Title:   CEO

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.

By: /s/ Dan Sparks                           

Name: Dan Sparks

Title:   Managing Director

Goldman Sachs Mortgage Company is executing this Agreement with respect to representations and warranties it makes under Section 2 of this Agreement, to guarantee the accuracy of the representations made by the Company and the performance by the Company of each of its obligations under this Agreement, including particularly the obligations of the Company under Section 8 of this Agreement.

GOLDMAN SACHS MORTGAGE COMPANY

By:

Goldman Sachs Real Estate Funding

Corp., its General Partner

By: /s/ Dan Sparks                                                       

Name: Dan Sparks

Title:   Vice President

SCHEDULE I

Class of Certificates	Approximate Initial Certificate Principal Balance/Notional Amount	Certificate Rate	Ratings (Fitch/Moody’s)
IA-1	$100,000,000	3.00%	AAA/Aaa
IA-2	$  50,000,000	6.00%	AAA/Aaa
IA-3	$168,194,400	Variable	AAA/Aaa
IA-4	$  42,048,600	Variable	AAA /Aaa
IIA-1	$126,000,000	4.00%	AAA /Aaa
IIA-2	$  42,000,000	6.00%	AAA /Aaa
IIA-3	$  96,741,600	Variable	AAA/Aaa
IIA-4	$  24,185,400	Variable	AAA/Aaa
IIA-P	$       116,091	0.00%	AAA/Aaa
A-X	$  57,568,370	6.50%	AAA/Aaa
B1	$    7,740,000	6.00%	AA/NR
B2	$    3,440,000	6.00%	A/NR
B3	$    2,006,000	6.00%	BBB/NR
B4	$    1,146,000	6.00%	BB/NR
B5	$       860,000	6.00%	B/NR
B6	$  862,204.63	6.00%	NR/NR
R	—	—	NR/NR

(1)

The annual Certificate Rate for certificates with variable rates of interests are set forth in the table below:

Class	Formula	Initial	Maximum	Minimum
Class IA-3	LIBOR + 1.15%	2.46%	7.50%	1.15%
Class IA-4	25.40% - 4.0 * LIBOR	20.16%	25.40%	0.00%
Class IIA-3	LIBOR + 1.15%	2.46%	7.50%	1.15%
Class IIA-4	25.40% - 4.0 * LIBOR	20.16%	25.40%	0.00%

SCHEDULE II

Purchase Price

For each class of Certificates, 102.23% of the principal amount of such class plus accrued interest thereon, as applicable.

EX-4

GSR MORTGAGE LOAN TRUST 2003-5F

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2003-5F

TRUST AGREEMENT

among

GS MORTGAGE SECURITIES CORP.,

as Depositor

and

JPMORGAN CHASE BANK,

as Trustee

Dated as of

May 1, 2003

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

1

Section 1.01

Standard Terms.

1

Section 1.02

Defined Terms.

2

ARTICLE II

FORMATION OF TRUST; CONVEYANCE OF MORTGAGE

LOANS

15

Section 2.01

Conveyance to the Trustee.

15

Section 2.02

Acceptance by the Trustee.

15

Section 2.03

REMIC Elections and REMIC Interests Designations.

16

ARTICLE III

REMITTING TO CERTIFICATEHOLDERS

18

Section 3.01

Distributions to Certificateholders.

18

Section 3.02

Allocation of Realized Losses and Shortfalls.

21

ARTICLE IV

THE SECURITIES

23

Section 4.01

The Certificates.

23

Section 4.02

Denominations.

23

Section 4.03

Redemption of Certificates.

24

Section 4.04

Securities Laws Restrictions.

24

ARTICLE V

MISCELLANEOUS PROVISIONS

24

Section 5.01

Request for Opinions.

24

Section 5.02

Schedules and Exhibits.

24

Section 5.03

Governing Law.

25

Section 5.04

Counterparts.

25

Section 5.05

Notices.

25

SCHEDULES AND EXHIBITS

Schedule I

Mortgage Loans

Schedule II

PAC Amortization Schedules

Exhibit A

Forms of Certificates

TRUST AGREEMENT

THIS TRUST AGREEMENT (this “Trust Agreement”), dated as of May 1, 2003, is hereby executed by and between GS MORTGAGE SECURITIES CORP., a Delaware corporation (the “Depositor”), and JPMORGAN CHASE BANK, as trustee (the “Trustee”) under this Trust Agreement and the Standard Terms to Trust Agreement, May 2003 Edition (the “Standard Terms”), all of the provisions of which, unless otherwise specified herein, are incorporated herein and shall be a part of this Trust Agreement as if set forth herein in full.

PRELIMINARY STATEMENT

The Board of Directors of the Depositor has duly authorized the formation of GSR Mortgage Loan Trust 2003-5F as a trust (the “Trust”) to issue a series of securities with an aggregate initial outstanding principal balance of $573,340,295 to be known as the Mortgage Pass-Through Certificates, Series 2003-5F (the “Certificates”).  The Trust is formed by this Trust Agreement.  The Certificates in the aggregate evidence the entire beneficial ownership in the Trust.  The Certificates consist of the classes set forth herein.  

Pursuant to Section 10.01 of the Standard Terms, the Trustee will make an election to treat all of the assets of the Trust as two real estate mortgage investment conduits (each, a “REMIC” and, individually, “REMIC I-1” and “REMIC I-2”) for federal income tax purposes.  The “startup day” of each REMIC for purposes of the REMIC Provisions is the Closing Date.

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

ARTICLE I

DEFINITIONS

Section 1.01

Standard Terms.

The Depositor and the Trustee acknowledge that the Standard Terms prescribe certain obligations of the Depositor and the Trustee, with respect to the Certificates.  The Depositor and the Trustee agree to observe and perform such prescribed duties, responsibilities and obligations, pursuant to the terms and conditions thereof and of this Trust Agreement, and acknowledge that, except to the extent inconsistent with the provisions of this Trust Agreement, the Standard Terms are and shall be a part of this Trust Agreement to the same extent as if set forth herein in full.

Pursuant to Section 2.02(f) of the Standard Terms, the Depositor acknowledges the appointment of the Custodian and agrees to deliver, or cause to be delivered, to the Custodian all Mortgage Loan documents that are to be included in the Trustee Mortgage Loan File for each Mortgage Loan.  The Depositor and the Custodian acknowledge that, pursuant to existing Custodial Agreements entered into between the Custodian and predecessors in interest of the Depositor, the Custodian previously acted as custodian for such predecessors in interest and that in connection with the formation of the Trust, the Depositor will assign each Custodial Agreement to the Trustee and cause a receipt to be issued in the name of the Trustee.

Section 1.02

Defined Terms.

Capitalized terms used but not defined herein shall have the respective meanings assigned to them in Section 1.01 of the Standard Terms or in the Sale and Servicing Agreements.  In the event of a conflict between the Standard Terms and the Sale and Servicing Agreements, the Sale and Servicing Agreements shall govern.  In addition, the following provisions shall govern the defined terms set forth below for this Trust Agreement:

“ABN AMRO”:  ABN AMRO Mortgage Group, Inc., or any successor in interest.

“Accrued Certificate Interest”:  Interest to be distributed to each Class of Certificates on any Distribution Date consisting of the sum of (i) the product of the Certificate Rate for such Class of Certificates and the Certificate Balance (or Notional Amount) for such Class of Certificates and such Distribution Date and (ii) accrued but unpaid Accrued Certificate Interest from prior Distribution Dates (on a cumulative basis, but without interest on such unpaid Accrued Certificate Interest).

“Administrative Cost Rate”:  For each Mortgage Loan, the sum of the Servicing Fee Rate and the Trustee Fee Rate.

“Aggregate Subordinate Percentage”:  At any time, the sum of the Class Principal Balances of the Subordinate Certificates divided by the sum of the outstanding principal balances for all the Mortgage Loans (other than the A-P Percentages thereof allocable to the Class IIA-P Certificates).

“A-P Percentage”:  For each Discount Loan in Group II, a fraction, expressed as a percentage, the numerator of which is the related Designated Rate for such Group minus the Net Rate of such Discount Loan, and the denominator of which is the Designated Rate for such Group.  For each Mortgage Loan that is not a Discount Loan, 0%.

“A-P Principal Distribution Amount”:  For each Distribution Date, the sum of:

(1)

the A-P Percentage of items (1), (2) and (3) of the definition of Principal Payment Amount in respect of each Mortgage Loan in Group II (without regard to the application of the Non-A-P Percentage thereto);

(2)

the A-P Percentage of all Payoffs and Curtailments that were received during the preceding calendar month in respect of Mortgage Loans in Group II; and

(3)

the A-P Percentage of Liquidation Principal received in respect of Mortgage Loans in Group II.

“Apportioned Principal Balance”:  For any Class of Subordinate Certificates for any Distribution Date, the Class Principal Balance of such Class immediately prior to that Distribution Date multiplied by a fraction, the numerator of which is the applicable Group Subordinate Amount for that date and the denominator of which is the sum of the Group Subordinate Amounts for that date.

“Assignment Agreement”:  Each of (i) the Assignment, Assumption and Recognition Agreement dated May 20, 2003, by and among GSMC, Bank of America and Wells Fargo, as Servicer, and (ii) the Assignment, Assumption and Recognition Agreement dated May 22, 2003, by and among GSMC, Bank of America and ABN AMRO Mortgage Group, Inc., as Servicer.

“Available Distribution Amount”:  For any Distribution Date and any Group, the sum, for the Mortgage Loans in such Group, of the following amounts:

(1)

the total amount of all cash received from or on behalf of the Mortgagors or advanced by the applicable Servicer on the Mortgage Loans in such Group and not previously distributed (including P&I Advances made by such Servicer and proceeds of Mortgage Loans that are liquidated), except:

(a)

all Scheduled Payments collected but due on a Due Date after that Distribution Date;

(b)

all Curtailments received after the previous calendar month;

(c)

all Payoffs received after the previous calendar month (together with any interest payment received with those Payoffs to the extent that it represents the payment of interest accrued on the Mortgage Loans for the period after the previous calendar month);

(d)

liquidation proceeds and insurance proceeds received on the Mortgage Loans in such Group after the previous calendar month;

(e)

all amounts in the Certificate Account from Mortgage Loans in such Group that are then due and payable to the applicable Servicer under the related Sale and Servicing Agreement; and

(f)

the servicing compensation for each Mortgage Loan in such Group, net of any amounts payable as compensating interest by the applicable Servicer on that Distribution Date; and

(2)

the total amount of any cash received by the Trustee or the applicable Servicer from the repurchase by the related Loan Seller of any Mortgage Loans as a result of defective documentation or breach of representations and warranties (provided that the obligation to repurchase arose before the related Due Date); provided further that the Available Distribution Amount for REMIC I-2 shall be the amounts distributed by REMIC I-1.

“Bank of America”:  Bank of America, N.A., or any successor in interest.

“Book-Entry Certificates”:  The Senior Certificates and the Senior Subordinate Certificates.

“Certificate Balance”:  As to any Class of Certificates (other than a Notional Certificate) or Interests as of the close of business on each Distribution Date, the initial Certificate Balance thereof (as shown on the charts in Section 2.03) reduced by (i) all principal payments previously distributed to such Class and (ii) all Realized Losses previously allocated to such Class.

“Certificate Group”:  The Group I Certificates or the Group II Certificates, as applicable.

“Certificate Rate”:  With respect to each Class of Certificates on any Distribution Date, the percentage per annum or other entitlement to interest described in Section 2.03.  With respect to each REMIC Interest on any Distribution Date, the Certificate Rates described in Section 2.03.

“Certificates”:  The Class IA-1, Class IA-2, Class IA-3, Class IA-4, Class IIA-1, Class IIA-2, Class IIA-3, Class IIA-4, Class IIA-P, Class A-X, Class B1, Class B2, Class B3, Class B4, Class B5, Class B6 and Class R Certificates.

“Class”:  Each Class of Certificates or REMIC Interests.

“Class A Certificates”:  Class IA-1, Class IA-2, Class IA-3, Class IA-4, Class IIA-1, Class IIA-2, Class IIA-3, Class IIA-4, Class IIA-P, and Class A-X Certificates.

“Class A-X Notional Amount”:  Initially will be $57,568,370 and for each Distribution Date after the Closing Date will equal the sum of the Component Notional Amounts of the A-X(I) and A-X(II) Components for such Distribution Date.

“Class B Certificates”:  The Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates.

“Class IA Certificates”:  The Class IA-1, Class IA-2, Class IA-3 and Class IA-4 Certificates, together with the A-X(I) Component of the Class A-X Certificates.

“Class IA2 Notional Amount”:  With respect to each Distribution Date, (i) 3.00% of the Class Principal Balance of the Class IA-2 Certificates on such Distribution Date, divided by (ii) 6.00%.

“Class IIA Certificates”:  The Class IIA-1, Class IIA-2, Class IIA-3, Class IIA-4 and Class IIA-P Certificates, together with the A-X(II) Component of the Class A-X Certificates.

“Class IIA-2 Notional Amount”:  With respect to each Distribution Date, (i) 2.00% of the Class Principal Balance of the Class IIA-1 Certificates on such Distribution Date, divided by (ii) 6.00%.

“Closing Date”:  May 30, 2003.

“Component”:  Each of the components having the designations, initial Component Principal Amounts or initial Component Notional Amounts, as applicable, and Component Interest Rates as follows:

	Initial Component
	Principal Amount or
	Component Notional
Designation	Amount	Component Interest Rates
A-X(I) Component	$38,042,876.00	6.50%
A-X(II) Component	$19,525,494.00	6.50%

“Component Certificate”:  Any Class A-X Certificate.

“Component Interest Rate”:  As set forth in the chart above.

“Component Notional Amount”:  With respect to the A-X(I) Component and each Distribution Date, the product of (1) a fraction, the numerator of which is the weighted average of the Net Rates of the Premium Loans in Group I at the beginning of the related Due Period minus 6.00% and the denominator of which is 6.50% and (2) the total principal balance of the Premium Loans in Group I as of the first day of the related Accrual Period.  With respect to the A-X(II) Component and any Distribution Date, the product of (1) a fraction, the numerator of which is the weighted average of the Net Rates of the Premium Loans in Group II at the beginning of the related Due Period minus 6.00% and the denominator of which is 6.50% and (2) the total principal balance of the Premium Loans in Group II as of the first day of the related Accrual Period.

“Component Principal Amount”:  With respect to each Component other than a Notional Component as of any Distribution Date, the initial Component Principal Amount of such Component (as set forth in the definition of “Component” above) as of the Closing Date as reduced by all amounts previously distributed on that Component in respect of principal and the principal portion of any Realized Losses previously allocated to that Component.

“Corresponding Class”:  For each class of REMIC Interests or Certificates, the Class or Classes indicated as such in the tables set forth in Section 2.03.

“Credit Support Depletion Date”:  The first Distribution Date (if any) on which the aggregate Certificate Balance of the Subordinate Certificates has been or will be reduced to zero.

“Current Shortfall”:  Any amount included in the Principal Distribution Amount for which cash is not available to make distributions as a result of the Servicer’s decision not to Advance a delinquent payment, other than a Realized Loss.

“Curtailments”:  Partial prepayments on a Mortgage Loan.

“Custodian”:  JPMorgan Chase (formerly known as The Chase Manhattan Bank), in its capacity as custodian under each of the Custodial Agreements.

“Custodial Agreement”:  Each of (i) the Custodial Agreement, dated as of May 1, 2003, among GSMC, Wells Fargo, the Custodian and Bank of America; and (ii) the Custodial Agreement, dated as of May 1, 2003, among GSMC, ABN AMRO, the Custodian and Bank of America.

“Cut-Off Date”:  May 1, 2003.

“Depositor”:  GS Mortgage Securities Corp., in its capacity as depositor under this Trust Agreement.

“Designated Rate”:  With respect to Group I, 6.00% per annum.  With respect to Group II, 6.00% per annum.

“Discount Loan”:  Any Mortgage Loan in Group II with a Net Rate less than 6.00% per annum.

“Distribution Date”:  The 25th day of each month, or if such day is not a Business Day, the next Business Day following such day. The initial Distribution Date will be June 25, 2003.

“Due Date”:  For any Mortgage Loan, the first day in each calendar month.

“Due Period”:  For any Distribution Date, the period beginning on and excluding the Due Date in the previous calendar month and ending on, and including, the Due Date in the calendar month in which such Distribution Date occurs.

“Final Distribution Date”:  For each Class of Certificates, the respective dates specified in Section 2.03(d).

“Fitch”:  Fitch, Inc., or its successor.

“Group”:  Each of Group I and Group II.

“Group I”:  The aggregate of the Mortgage Loans identified on Schedule I as being included in Group I.

“Group I Certificate”:  Any Class IA-1, Class IA-2, Class IA-3 or Class IA-4 Certificate or the A-X(I) Component of the Class A-X Certificates.

“Group II”:  The aggregate of the Mortgage Loans identified on Schedule I as being included in Group II.

“Group II Certificate”:  Any Class IIA-1, Class IIA-2, Class IIA-3, Class IIA-4 or Class IIA-P Certificates or the A-X(II) Component of the Class A-X Certificates.

“Group Subordinate Amount”:  With respect to each Group and any Distribution Date, the excess of the Non-AP Pool Balance thereof for the immediately preceding Distribution Date for that Group over the total Certificate Balance of the Senior Certificates of the related Certificate Group (other than, in the case of Group II, the Class IIA-P Certificates) immediately prior to that Distribution Date.

“GSMC”:  Goldman Sachs Mortgage Company, or any successor in interest.

“Interest Accrual Period”:  For any Distribution Date, shall be (i) for each Class of Certificates other than the Class IA-3, Class IA-4, Class IIA-3 and Class IIA-4 Certificates, the immediately preceding calendar month and (ii) for the Class IA-3, Class IA-4, Class IIA-3 and Class IIA-4 Certificates, the period beginning on and including the 25th day of the immediately preceding calendar month and ending on, and including, the 24th day of the calendar month in which such Distribution Date occurs.  The Class IIA-P Certificates will be “principal only” Certificates and will not be entitled to any interest.  

“Interests”:  Each Class of REMIC Interests.

“JPMorgan Chase”:  JPMorgan Chase Bank.

“Junior Subordinate Certificates”:  The Class B4, Class B5 and Class B6 Certificates.

“LIBOR”:  means, for any Interest Accrual Period (other than the initial Interest Accrual Period), the offered rate for one-month United States dollar deposits which appears on Telerate Page 3750, as reported by Bloomberg Financial Markets Commodities News (or such other page as may replace Telerate Page 3750 for the purpose of displaying comparable rates), as of 11:00 a.m. (London time) on the LIBOR Determination Date applicable to such Interest Accrual Period.  If such rate does not appear on Telerate Page 3750 (or such other page as may replace Telerate Page 3750 for the purpose of displaying comparable rates), the rate for that day will be determined on the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to leading banks in the London i nterbank market for a period of one month commencing on the first day of the relevant Interest Accrual Period.  The Trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate to the Trustee.  If at least two such quotations are provided, the rate for that day will be the arithmetic mean of the quotations.  If fewer than two quotations are provided as requested, the rate for that day will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Trustee, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month period (commencing on the first day of the relevant Interest Accrual Period).  If none of such major banks selected by the Trustee quotes such rate to the Trustee, LIBOR for such LIBOR Determination Date will be the rate in effect with respect to the immediately preceding LIBOR Determination Date.  LIBOR for th e initial Interest Accrual Period is 1.31% per annum.

“LIBOR Determination Date”:  means, with respect to any Interest Accrual Period and any floating rate certificate, the second London Business Day prior to the date on which such Interest Accrual Period commences.

“Liquidated Mortgage Loan”: A Mortgage Loan for which the applicable Servicer has determined that it has received all amounts that it expects to recover from or on account of the Mortgage Loan, whether from insurance proceeds, liquidation proceeds or otherwise.

“Liquidation Principal”:  The principal portion (or, in the case of a Mortgage Loan in Group II, the Non-A-P Percentage thereof) of liquidation proceeds received from each Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of the Distribution Date.

“Loan Seller”:  Each of Bank of America, Wells Fargo and ABN AMRO.

“London Business Day”:  means a day on which commercial banks in London are open for business (including dealings in foreign exchange and foreign currency deposits).

“Moody’s”:  Moody’s Investors Service, Inc., or its successor.

“Mortgage Loans”:  The mortgage loans identified on Schedule I hereto.

“Net Rate”:  With respect to each Mortgage Loan, the Note Rate of such Mortgage Loan less the Administrative Cost Rate applicable to such Mortgage Loan.  

“Non-A-P Percentage”:  For each Discount Loan in Group II, a fraction, expressed as a percentage, the numerator of which is the Net Rate of such Discount Loan and the denominator of which is 6.00%.  For each Mortgage Loan in Group II that is not a Discount Loan, 100.00%.

“Non-AP Pool Balance”:  For any Distribution Date and Group, the sum of the outstanding principal balances for all the Mortgage Loans in such Group (other than the A-P Percentage thereof allocable to the Class IIA-P Certificates).

“Note Rate”:  For each Mortgage Loan, the rate at which the related promissory note accrues interest.  For purposes of calculating the Certificate Rates of the Interests and Certificates, the Note Rate of a Mortgage Loan will be calculated without regard to any modification, waiver or amendment of the interest rate of the Mortgage Loan, whether agreed to by the Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Mortgagor.

“Notional Amount”:  Each of the Class IA-2 Notional Amount, the Class IIA-2 Notional Amount and the Class A-X Notional Amount.  

“Notional Certificate”:  Any Class IA-2, Class IIA-2 or Class A-X Certificate.

“Notional Component”:  Any A-X(I) or A-X(II) Component of the Class A-X Certificates.

“P&I Certificates”:  All Classes of Certificates other than the Class A-X, Class IA-2, Class IIA-2 or Class IIA-P Certificates and the Residual Certificates.

“Payoffs”:  Prepayments in full on a Mortgage Loan.

“Premium Loan”:  Any Mortgage Loan in Group I with a Net Rate equal to or greater than 6.00%; and any Mortgage Loan in Group II with a Net Rate equal to or greater than 6.00%.

“Prepayment Period”:  With respect to each Distribution Date, the preceding calendar month.

“Principal Distribution Amount”:  For each Group and any Distribution Date, the sum of:

(1)

the Principal Payment Amount for such Group;

(2)

the Principal Prepayment Amount for such Group; and

(3)

the Liquidation Principal derived from each Mortgage Loan in such Group;

“Principal Payment Amount”:  The sum, for each Group and any Distribution Date and each Mortgage Loan in such Group of:

(1)

the principal portion (or, in the case of a Mortgage Loan in Group II, the Non A-P Percentage thereof) of Scheduled Payments on each such Mortgage Loan due on the related Due Date and received or advanced during the related Due Period;

(2)

the principal portion (or, in the case of a Mortgage Loan in Group II, the Non A-P Percentage thereof) of repurchase proceeds received on any related Mortgage Loan that was repurchased as permitted or required by the Trust Agreement during the calendar month preceding the month of the Distribution Date; and

(3)

any other unscheduled payments of principal (or, in the case of a Mortgage Loan in Group II, the Non A-P Percentage thereof) which were received on any related Mortgage Loan during the preceding calendar month, other than Payoffs, Curtailments, or Liquidation Principal.

“Principal Prepayment Amount”:  For any Distribution Date and any Group, all Payoffs and Curtailments (or, in the case of a Mortgage Loan in Group II, the Non A-P Percentage thereof) for each Mortgage Loan in that Group that were received during the preceding calendar month.

“Private Certificates”:  The Junior Subordinate Certificates.

“Qualified Institutional Buyer”:  Any “qualified institutional buyer” as defined in clause 7(a) of Rule 144A promulgated under the Securities Act.

“Rating Agency”:  Each of Moody’s and Fitch.

“Realized Loss”:  With respect to a Liquidated Mortgage Loan, the excess of (a) the sum of (i) the outstanding principal balance of the Mortgage Loan, (ii) all accrued and unpaid interest thereon, and (iii) the amount of all Advances made by the related Servicer and other expenses incurred with respect to such Mortgage Loan (including expenses of enforcement and foreclosure) over (b) liquidation proceeds realized from such Mortgage Loan.  Realized Losses may also be realized in connection with unexpected expenses incurred by the Trust, mortgagor bankruptcies and modifications of defaulted Mortgage Loans.

“Record Date”:  For each Class of Certificates other than the Class IA-3, Class IA-4, Class IIA-3 and Class IIA-4 Certificates, the last Business Day of the calendar month preceding a Distribution Date and, in the case of the Class IA-3, Class IA-4, Class IIA-3 and Class IIA-4 Certificates, the Business Day preceding each Distribution Date.

“Reference Banks”:  means four major banks in the London interbank market selected by the Trustee.

“REMIC”:  REMIC I-1 or REMIC I-2.

“REMIC Certificates”:  Each Class of Certificates issued by REMIC I-2 pursuant to Section 2.03 and the Class R Certificates.

“REMIC Interests”:  Each Class of REMIC interests issued pursuant to Section 2.03.

“REMIC I-1”:  One of the two real estate mortgage investment conduits created hereunder, which consists of the Mortgage Loans and certain other assets and the REMIC I-1 Distribution Account.

“REMIC I-1 Regular Interests”:  The regular interests issued by REMIC I-1 as specified in Section 2.03.

“REMIC I-2”:  One of the two real estate mortgage investment conduits created hereunder, which consists of the REMIC I-1 Regular Interests and the REMIC I-2 Distribution Account.

“REMIC I-2 Regular Interests”:  Each Class of Certificates other than the Residual Certificates.

“Remittance Date”:  The 18th day of each month, or if such day is not a business day, the next succeeding business day.

“Residual Certificates”:  The Class R Certificates.

“Rule 144A Certificates”:  The Junior Subordinate Certificates.

“Sale and Servicing Agreement”:  Each of (i) the Seller’s Warranties and Servicing Agreement dated as of July 1, 2002 between Banc of America Mortgage Capital Corporation and Wells Fargo; (ii) the Seller’s Warranties and Servicing Agreement dated as of August 1, 2002 between GSMC and Bank of America; and (iii) the Flow Sale and Servicing Agreement dated as of February 1, 2002 between Bank of America Mortgage Capital Corporation and ABN AMRO.

“Scheduled Amount”:  For any Distribution Date and each of the Class IA-1 and Class IIA-1 Certificates, the amount set forth on Schedule II attached hereto.

“Scheduled Payments”:  The monthly payments of principal and interest payable by the Mortgagor.

“Scheduled Principal Amount”:  With respect to any Distribution Date an amount equal to the amount described in clause (i) of the definition of Senior Principal Distribution Amount.

“Senior Certificates”:  The Class A Certificates.

“Senior Interests”:  All of the REMIC I-1 Regular Interests except the Class 1-B Interests.

“Senior Liquidation Amount”:  For any Distribution Date and any Group, the aggregate, for each Mortgage Loan or portion thereof in that Group that became a Liquidated Mortgage Loan during the calendar month preceding the month of that Distribution Date, of the related Senior Percentage of the lesser of (i) the Scheduled Principal Balance (or, in the case of a Mortgage Loan in Group II, the Non A-P Percentage thereof) of such Mortgage Loan (unless the related Servicer had discontinued making P&I Advances, in which case the actual principal balance less advances will be used) and (ii) the Liquidation Principal derived from that Mortgage Loan.

“Senior Percentage”:  As of the Closing Date, for Group I and Group II will be approximately 97.2% and 97.2% respectively, and for any Distribution Date thereafter will equal the sum of the Certificate Balances of the Senior Certificates related to such Group (other than, in the case of Group II, the Class IIA-P Certificates) immediately preceding such Distribution Date, divided by the total outstanding principal balance of the Mortgage Loans in such Group (less, in the case of Group II, the A-P Percentage thereof) immediately prior to such Distribution Date.

“Senior Prepayment Percentage”:  For each Group, as follows:  (i) on any Distribution Date occurring before the Distribution Date in the month of June 2008, 100%; (ii) on any other Distribution Date on which the related Senior Percentage for such Distribution Date exceeds the initial Senior Percentage as of the Cut-Off Date, 100% (in which case, the Senior Prepayment Percentage for each other Group shall also equal 100% for such Distribution Date); and (iii) on any other Distribution Date in the month of June 2008 and thereafter, 100%, unless:

(a)

the mean aggregate Scheduled Principal Balance of the Mortgage Loans that are 60 or more days delinquent (including Mortgage Loans in foreclosure or bankruptcy and property held by the Trust) for each of the immediately preceding three calendar months is less than or equal to 50% of the Group Subordinate Amount for such Group as of such Distribution Date, and

(b)

cumulative Realized Losses on the Mortgage Loans in such Group are less than or equal to the following percentage of the aggregate Group Subordinate Amount for such Group:

	Percentage of the
Distribution Date	aggregate Group Subordination
Occurring In	Amount as of the Cut-Off Date
June 2008 through May 2009	30%
June 2009 through May 2010	35%
June 2010 through May 2011	40%
June 2011 through May 2012	45%
June 2012 and thereafter	50%

in which case, the Senior Prepayment Percentage for each Group shall be as follows:

Distribution Date Occurring In	Senior Prepayment Percentage
June 2003 through May 2008	100%
June 2008 through May 2009	Senior Percentage for such Group + 70% of the related Subordinate Percentage
June 2009 through May 2010	Senior Percentage for such Group + 60% of the related Subordinate Percentage
June 2010 through May 2011	Senior Percentage for such Group + 40% of the related Subordinate Percentage
June 2011 through May 2012	Senior Percentage for such Group + 20% of the related Subordinate Percentage
June 2012 and thereafter	Senior Percentage for such Group

If on any Distribution Date the allocation to the P&I Certificates of Principal Prepayments in the percentage required would reduce the sum of the Certificate Balances of the P&I Certificates below zero, the Senior Prepayment Percentage for such Distribution Date shall be equal to the percentage necessary to reduce such sum to zero.  

“Senior Principal Distribution Amount”:  For any Distribution Date and each Group will equal the sum of:

(i)

the related Senior Percentage of the Principal Payment Amount for such Group;

(ii)

the related Senior Prepayment Percentage of the Principal Prepayment Amount for such Group; and

(iii)

the Senior Liquidation Amount for such Group.

“Senior Subordinate Certificates”:  The Class B1, Class B2 and Class B3 Certificates.

“Servicer”:  Each of Wells Fargo and ABN AMRO, and their respective successors or assigns, in each case under the related Sale and Servicing Agreement.

“Servicing Fee Rate”:  For each Mortgage Loan, 0.25% per annum.

“Soldiers’ and Sailors’ Shortfall”:  Any shortfall in amounts paid by mortgagors on the Mortgage Loans that occurs pursuant to the Soldiers’ and Sailors’ Civil Relief Act or similar legislation affording relief to members of the armed forces.

“Subordinate Certificates”:  The Class B Certificates.

“Subordinate Class Percentage”:  For each Class of Subordinate Certificates and each Distribution Date, the percentage obtained by dividing the Class Principal Balance of such Class immediately prior to such Distribution Date by the aggregate Certificate Principal Balance of all Subordinate Certificates immediately prior to such date.

“Subordinate Interests”:  The Class I-B Interest.

“Subordinate Liquidation Amount”:  For any Distribution Date and Group, the Liquidation Principal in respect of each Mortgage Loan related to such Group which became a Liquidated Loan during the calendar month preceding the month of the Distribution Date, minus the related Senior Liquidation Amount for such Distribution Date.

“Subordinate Percentage”:  For any Group and any Distribution Date, 100% minus the Senior Percentage for such Group.  The Subordinate Percentages as of the Closing Date will be 2.8% and 2.8%, respectively, for Group I and Group II.

“Subordinate Prepayment Percentage”:  For any Distribution Date and any Group, the excess of 100% over the Senior Prepayment Percentage for such Group.  Initially, the Subordinate Prepayment Percentage for each Group will be 0%.

“Subordinate Principal Distribution Amount”:  For any Distribution Date and any Group, the sum of:

(1)

the related Subordinate Percentage of the Principal Payment Amount for such Group;

(2)

the Subordinate Principal Prepayment Amount for such Group; and

(3)

the Subordinate Liquidation Amount for such Group;

provided, however, that the Subordinate Principal Distribution Amount for Group II shall be reduced by the amounts required to be distributed to the Class IIA-P Certificates for reimbursement of Unpaid Realized Loss Amounts on such Distribution Date.  Any reduction in the Subordinate Principal Distribution Amount for Group II pursuant to the provisions above shall offset the amount calculated pursuant to clause (1), clause (3) and clause (2), in that order in each case of the definition thereof, and such amounts will nevertheless reduce the Certificate Balance of the applicable class of Subordinate Certificates.

“Subordinate Principal Prepayment Amount”:  For each Distribution Date and each Group, the related Subordinate Prepayment Percentage of the Principal Prepayment Amount of such Group.

“Subordination Levels”:  For any Class of Subordinate Certificates and any specified date, the percentage obtained by dividing (i) the sum of the Certificate Balances of all Classes of Subordinate Certificates that are subordinate to that Class by (ii) the sum of the Certificate Balances of all Classes of Certificates as of that date, before giving effect to distributions and allocations of Realized Losses on that date.

“Trust Estate”:  As defined in Section 2.01 hereof.

“Trust Agreement”:  This Trust Agreement, dated as of May 1, 2003, which incorporates by reference the Standard Terms to Trust Agreement, May 2003 edition; provided that any references in any documents required hereunder, including references in documents within the Trustee Mortgage Loan File, to a Trust Agreement dated as of May 1, 2003, shall be deemed to refer to this Trust Agreement.

“Trustee”:  JPMorgan Chase, not in its individual capacity but solely as Trustee under this Trust Agreement, or its successor in interest, or any successor trustee appointed as herein provided.

“Trustee Fee”:  With respect to each Distribution Date, an amount payable to the Trustee equal to the product of one-twelfth of the Trustee Fee Rate multiplied by the aggregate Scheduled Principal Balance of the Mortgage Loans as of the beginning of the Due Period relating to such Distribution Date.

“Trustee Fee Rate”:  0.0025%.

“Undercollateralization Distribution”:  As defined in Section 3.01 hereof.

“Undercollateralized Group”:  On any Distribution Date, any Group for which the total Certificate Balance of the Senior Certificates of the related Certificate Group (other than, in the case of Group II, the Class IIA-P Certificates and after giving effect to distributions to be made on that Distribution Date) is greater than the Non AP Pool Balance of the related Group.

“Unpaid Realized Loss Amount”:  As of each Distribution Date, for the Class IIA-P Interests and the Corresponding Class of Certificates, the sum of the Realized Losses allocated to such Class on such Distribution Date and prior Distribution Dates in reduction of the Certificate Balance thereof, as reduced by all amounts paid to such class in respect of an Unpaid Realized Loss Amount,  provided, however, that (1) the aggregate of Unpaid Realized Loss Amounts paid on any Distribution Date shall not exceed the aggregate Subordinate Principal Distribution Amount (without regard to the proviso in the definition of such term) for such Distribution Date, (2) any shortfall in amounts available to pay Unpaid Realized Loss Amounts on any Distribution Date shall be allocated pro rata among such Certificates on the basis of t heir respective Unpaid Realized Loss Amounts, (3) any amounts distributed to a Class of Interests in respect of an Unpaid Realized Loss Amount shall not cause a reduction in the Certificate Balance thereof, and (4) following the Credit Support Depletion Date, no Unpaid Realized Loss Amounts shall be calculated or distributable.

“Unscheduled Principal Amount”:  With respect to any Distribution Date, an amount equal to the sum of the amounts described in clauses (ii) and (iii) of the definition of Senior Principal Distribution Amount.

“Wells Fargo”:  Wells Fargo Home Mortgage, Inc., or any successor in interest.

ARTICLE II

FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS

Section 2.01

Conveyance to the Trustee.

To provide for the distribution of the principal of and interest on the Certificates and Interests in accordance with their terms, all of the sums distributable under this Trust Agreement with respect to the Certificates and the Interests and the performance of the covenants contained in this Trust Agreement, the Depositor hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust, without recourse and for the exclusive benefit of the Holders of the Certificates, all of the Depositor’s right, title and interest in and to any and all benefits accruing to the Depositor from:  (a) the mortgage loans listed on Schedule I hereto, the related Trustee Mortgage Loan Files, and all Monthly Payments due thereon after the Cut-Off Date and all principal prepayments collected with respect to the Mortgage Loans and paid by a Borrower on or afte r the Cut-Off Date, and proceeds of the conversion, voluntary or involuntary, of the foregoing; (b) the Sale and Servicing Agreements; provided that the Depositor hereby reserves its right to indemnification under the Sale and Servicing Agreements; (c) the Custodial Agreements; (d) the Assignment Agreements; (e) the Distribution Account, the Certificate Account and the Collection Accounts and (f) proceeds of all of the foregoing (including, without limitation, all amounts, other than investment earnings, from time to time held or invested in the Collection Account and the Certificate Account, whether in the form of cash, instruments, securities or other property, all proceeds of any mortgage insurance, mortgage guarantees, hazard insurance, or title insurance policy relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables, whi ch at any time constitute all or part or are included in the proceeds of any of the foregoing) to pay the REMIC Interests and the Certificates as specified herein (items (a) through (f) above shall be collectively referred to herein as the “Trust Estate”).

The foregoing sale, transfer, assignment, set-over and conveyance does not and is not intended to result in the creation of an assumption by the Trustee of any obligation of the Depositor, the Seller or any other person in connection with the Mortgage Loans, the Sale and Servicing Agreements, the Assignment Agreements or under any agreement or instrument relating thereto except as specifically set forth herein.

Section 2.02

Acceptance by the Trustee.

By its execution of this Agreement, the Trustee acknowledges and declares that it holds and will hold or has agreed to hold (in each case through the applicable Custodian) all documents delivered to any such person from time to time with respect to the Mortgage Loans and all assets included in the definition of Trust Estate herein in trust for the exclusive use and benefit of all present and future Holders of the Certificates.  The Trustee has not created and will not create, and no Officer of the Trustee has any actual knowledge or has received actual notice of, any interest in the Trust Estate contrary to the interests created by the Trust Agreement.  The Trustee has not entered, nor intends to enter, into any subordination agreement or intercreditor agreement with respect to any assets included in the Trust Estate.

Section 2.03

REMIC Elections and REMIC Interests Designations.  

REMIC Elections.  Elections shall be made by the Trustee to treat the assets of the Trust Estate described in the definition of the term “REMIC I-1” and the assets of the Trust Estate described in the definition of the term “REMIC I-2,” as separate REMICs for federal income tax purposes.  The REMIC I-1 Regular Interests will constitute the regular interests in REMIC I-1 and the REMIC I-2 Regular Interests will constitute the REMIC regular interests in REMIC I-2.  The Class R Certificates will represent ownership of the sole class of residual interest in REMIC I-1 and REMIC I-2.

REMIC I-1 Interests.  REMIC I-1 shall issue each of the following Classes of Interests in book-entry form, each of which shall be a Class of REMIC I-1 Interests, having the following Certificate Rates and initial principal balances:

	Initial Certificate
	Balance
Class/Subgroup	Or Notional Amount	Certificate Rate	Corresponding Class
Subgroup I-A
1-IA-1	$100,000,000.00	6.00%	IA-1, IA-2
1-IA-3	$168,194,400.00	6.00%	IA-3
1-IA-4	$  42,048,600.00	6.00%	IA-4
Subgroup II-A
1-IIA-1	$126,000,000.00	6.00%	IIA-1, IIA-2
1-IIA-3	$  96,741,600.00	6.00%	IIA-3
1-IIA-4	$  24,185,400.00	6.00%	IIA-4
1-IIA-P	$       116,091.00	0.00%	IIA-P
Subgroup A-X
1-AX	(3)	6.50%	A-X
Subgroup B
1-B	$16,054,204.63	6.00%	B1, B2, B3, B4, B5, B6
Residual
I-R	(1)	(1)	N/A(2)

_______________

(1)

The Class I-R Interests will not be entitled to payments of principal or interest.

(2)

N/A means not applicable.

(3)

A notional amount, which for any Distribution Date shall equal the Class A-X Notional Amount.

REMIC I-2 Certificates.  REMIC I-2 shall issue the following Classes of Certificates, with the designations, initial Certificate Balances and Certificate Rates indicated, each of which shall be a Class of REMIC I-2 Certificates.

	Initial Certificate
	Balance
Class	Or Notional Amount	Certificate Rate
IA-1	$100,000,000.00	3.00%
IA-2	(1)	6.00%
IA-3	$168,194,400.00	(2)
IA-4	$  42,048,600.00	(2)
IIA-1	$126,000,000.00	4.00%
IIA-2	(1)	6.00%
IIA-3	$  96,741,600.00	(2)
IIA-4	$  24,185,400.00	(2)
IIA-P	$116,091.00	0.00%
A-X	(1)	6.50%
B1	$    7,740,000.00	6.00%
B2	$    3,440,000.00	6.00%
B3	$    2,006,000.00	6.00%
B4	$    1,146,000.00	6.00%
B5	$       860,000.00	6.00%
B6	$       862,204.63	6.00%
R	(3)	N/A(3)

____________

(1)

Notional Amount.

(2)

The annual Certificate Rate for certificates with variable rates of interests are set forth in the table below:

Class	Formula	Initial	Maximum	Minimum
Class IA-3	LIBOR + 1.15%	2.46%	7.50%	1.15%
Class IA-4	25.40% – 4.0 * LIBOR	20.16%	25.40%	0.00%
Class IIA-3	LIBOR + 1.15%	2.46%	7.50%	1.15%
Class IIA-4	25.40% – 4.0 * LIBOR	20.16%	25.40%	0.00%

(3)

N/A means not applicable.

REMIC Final Scheduled Distribution.  The final scheduled distribution date for the Regular Interests in REMIC I-1 and REMIC I-2 is the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity as of the Closing Date.

ARTICLE III

REMITTING TO CERTIFICATEHOLDERS

Section 3.01

Distributions to Certificateholders.

REMIC I-2 Distributions.  (a)  In accordance with Section 3.01(b)(iii) of the Standard Terms and subject to the exceptions set forth below and to Section 3.02, on each Distribution Date, the Trustee shall withdraw the aggregate Available Distribution Amount for each Group from the REMIC I-2 Distribution Account, and shall distribute it in the following manner and order of priority:

(i)

to each Class or Component of Senior Certificates of such Certificate Group (other than, in the case of Group II, the Class IIA-P Certificates), Accrued Certificate Interest thereon, pro rata in proportion to the amount owing to each such Class;

(ii)

to the Senior Certificates of the related Certificate Group, other than any related Interest Only Certificates, to the extent of the remaining Available Distribution Amount for the related Loan Group, as follows:

(1)

to the Class IA-1, Class IA-3 and Class IA-4 Certificates, in reduction of their respective Class Principal Balances, from the Available Distribution Amount for Group I, in an amount up to the Senior Principal Distribution Amount for Group I, in the following order of priority:

(A)

to the Class IA-1 Certificates, until the Class Principal Balance thereof is reduced to its Scheduled Amount for such Distribution Date;

(B)

pro rata, to the Class IA-3 and Class IA-4 Certificates, until their respective Class Principal Balances have been reduced to zero; and

(C)

to the Class IA-1 Certificates, without regard to its Scheduled Amount for such Distribution Date, until its Class Principal Balance has been reduced to zero;

(2)

to the Class IIA-1, Class IIA-3, Class IIA-4 and Class IIA-P Certificates, in reduction of their respective Class Principal Balances, from the Available Distribution Amount for Group II, concurrently, as follows:

(A)

to the Class IIA-1, Class IIA-3 and Class IIA-4 Certificates, in an amount up to the Senior Principal Distribution Amount for Group II, in the following order of priority:

i.

to the Class IIA-1 Certificates, until the Class Principal Balance thereof is reduced to its Scheduled Amount for such Distribution Date;

ii.

pro rata, to the Class IIA-3 and Class IIA-4 Certificates, until their respective Class Principal Balances have been reduced to zero; and :

iii.

to the Class IIA-1 Certificates, without regard to its Scheduled Amount for such Distribution Date, until its Class Principal Balance has been reduced to zero:

(B)

to the Class IIA-P Certificates, the A-P Principal Distribution Amount for such Class, until the Class Principal Balance thereof is reduced to zero;

(iii)

concurrently, pro rata from amounts otherwise payable to the Subordinate Certificates, to the Class IIA-P Certificates, the principal portion of Current Realized Losses and the Deferred Principal Amount for such class and such Distribution Date; provided, however, that, if necessary, the aggregate of all such amounts distributed on such Distribution Date shall not exceed the aggregate Subordinate Principal Distribution Amount (without regard to the proviso of such definition) and, provided further, that such amounts will not reduce the Class Principal Balance of such Class IIA-P Certificates;

(iv)

to the extent of the remaining Available Distribution Amount for both groups, but subject to the prior distribution of amounts described under “— Cross-Collateralization” below, to the Subordinate Certificates, in their order of seniority the sum of (i) Accrued Certificate Interest pro rata on the basis of the amount owing to each such Class, and their pro rata shares, based on their outstanding Certificate Balances, of the Subordinate Principal Distribution Amount for each group, as applicable; provided, however, that on any Distribution Date on which the Subordination Level for any class of Subordinate Certificates is less than its Subordination Level as of the Closing Date, the portion of the Subordinate Principal Prepayment Amount otherwise allocable to the class or c lasses of the Subordinate Certificates junior to such class will be allocated pro rata to the most senior class of Subordinate Certificates for which the Subordination Level on such Distribution Date is less than the Subordination Level as of the Closing Date and all classes of Subordinate Certificates senior thereto;

(v)

to each Class of Certificates, in the order of their seniority, the amount of any unreimbursed Realized Losses previously allocated to such Certificates; and

(vi)

to the Residual Certificates, after all of the other Classes of Certificates have been paid in full, the remainder, if any, which is expected to be zero, of the Available Distribution Amount for both groups.

(b)

On each Distribution Date prior to the Credit Support Depletion Date but after the date on which the aggregate Certificate Principal Balance or Component Principal Amount of the Senior Certificates (other than, in the case of Group II, the Class IIA-P Certificates) of any Certificate Group has been reduced to zero, amounts otherwise distributable as principal on each Class of Subordinate Certificates pursuant to Section 3.01(a)(iv), in reverse order of priority, in respect of such Class’s Subordinate Class Percentage of the Subordinate Principal Distribution Amount for the Group relating to such retired Certificates, shall be distributed as principal to the Senior Certificates (other than any Notional Certificates and, in the case of Group II, the Class IIA-P Certificates) remaining outstanding pursuant to Section 3.01(a)(ii) until the Class Principal Balances t hereof have been reduced to zero, provided that on such Distribution Date (a) the Aggregate Subordinate Percentage for such Distribution Date is less than 200% of the Aggregate Subordinate Percentage as of the Cut-off Date or (b) the average outstanding principal balance of the Mortgage Loans in any Group that are delinquent 60 days or more for the last six months (including Mortgage Loans in foreclosure or bankruptcy and property held by the Trust) as a percentage of the related Group Subordinate Amount is greater than or equal to 50%.

On any Distribution Date on which any Certificate Group constitutes an Undercollateralized Group, all amounts otherwise distributable as principal on the Subordinate Certificates, in reverse order of priority (other than amounts necessary to pay Deferred Principal Amounts or unpaid Current Shortfalls) (or, following the Credit Support Depletion Date, such other amounts described in the immediately following sentence), will be distributed as principal to the Senior Certificates (other than any Notional Certificates and, in the case of Group II, the Class IIA-P Certificates) of such Undercollateralized Group pursuant to Section 3.01(a)(ii), until the aggregate Certificate Principal Balance of such Senior Certificates equals the Non-AP Pool Balance of the related Group (such distribution, an “Undercollateralization Distribution”).  In the event that any Ce rtificate Group constitutes an Undercollateralized Group on any Distribution Date following the Credit Support Depletion Date, Undercollateralization Distributions will be made from any Available Distribution Amount for the Group not related to an Undercollateralized Group remaining after all required amounts have been distributed to the Senior Certificates (other than, in the case of Group II, the Class IIA-P Certificates) of such other Certificate Group.  In addition, the amount of any unpaid Current Shortfalls with respect to an Undercollateralized Group on any Distribution Date (including any Current Shortfalls for such Distribution Date) will be distributed to the Senior Certificates (other than, in the case of Group II, the Class IIA P Certificates) of such Undercollateralized Group prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the Subordinate Certificates, in reverse order of priority (or, following the Credit Support Depleti on Date, as provided in the preceding sentence).

(c)

REMIC I-1 Distributions.  On each Distribution Date, the Trustee shall apply amounts in the REMIC I-1 Distribution Account to the REMIC I-1 Regular Interests in the same manner that amounts are distributed on the Corresponding Classes of Certificates on such Distribution Date.  

Realized Losses and Shortfalls shall be allocated in the same manner.  The Trustee shall withdraw all amounts allocated to the various REMIC I-1 Regular Interests and deposit such amounts in the REMIC I-2 Distribution Account for distribution pursuant to section 3.01(a) above on such Distribution Date.  Any amount remaining in the REMIC I-1 Distribution Account after making all other payments required under this Section 3.01(c) shall be distributed to the holder of the Class I-R Certificates.

Section 3.02

Allocation of Realized Losses and Shortfalls.

(a)

Realized Losses of Principal.

(i)

On each Distribution Date, each Realized Loss on a Mortgage Loan, to the extent allocable to principal, shall be allocated to the related Groups for further allocation to the Class or Classes of REMIC Interests supported by such Groups in reduction of the Certificate Balance thereof; provided, however, that any Realized Loss allocated to a Group shall be allocated first to the Subordinate Interests, in reverse numerical order, until the Certificate Balance thereof is reduced to zero, and then pro rata to the Senior Interests related to such Group.  Any Realized Losses allocated to a Class of REMIC Interests and not reimbursed on the same Distribution Date shall be allocated to the Corresponding Class or Classes of Certificates as described below.

(ii)

Prior to the Credit Support Depletion Date, to the extent that the principal portion of a Realized Loss has been allocated to reduce the Certificate Principal Balance of the Class IIA-P Interest, the amount of such Realized Loss will be reimbursed from the Subordinate Principal Distribution Amount, to reimburse the Unpaid Realized Loss Amount.  The distribution of any Unpaid Realized Loss Amount to a Class of Senior Interests on any Distribution Date shall not result in a further reduction of the Certificate Balance of such Class of Senior Interests, but instead shall result in the reduction of the Certificate Balance of the Subordinate Interests in REMIC I-1, until the Certificate Balance thereof has been reduced to zero. The Unpaid Realized Loss Amounts will be paid from the amounts otherwise payabl e to the Classes of Subordinate Interests related to the applicable REMIC, beginning with the Class having the highest numerical designation.  Any Unpaid Realized Loss Amount not paid on the Distribution Date relating to the Due Period in which the Realized Loss was incurred will be carried forward and will be included in the Unpaid Realized Loss Amount for the next Distribution Date.

(iii)

Any Realized Losses allocated to a Class of REMIC I-1 Interests pursuant to Section 3.02(a)(i) and not reimbursed on the same Distribution Date shall be allocated on the same date to the Corresponding Class or Classes of REMIC I-2 Certificates.

(b)

Realized Losses Allocable to Interest. On each Distribution Date, the portion of each Realized Loss on a Mortgage Loan that exceeds the outstanding principal amount of such Mortgage Loan shall be allocated pro rata to the related Group, on the basis of the amount of interest due to such Group from such Mortgage Loan. On each Distribution Date, the interest portion of each Realized Loss allocated to a Group in accordance with the preceding sentence shall be further allocated pro rata, on the basis of Accrued Certificate Interest, to each Class of related REMIC Interests; provided that the interest portion of any Realized Losses allocated to the Subordinate Interests in a REMIC as provided in this Section 3.02(b) shall be allocated to such Subordinate Interests in reverse order of seniority.

(c)

Interest Shortfall.  Notwithstanding anything in the Standard Terms to the contrary, on each Distribution Date, before any distributions are made on the REMIC Interests and the Certificates, Month End Interest Shortfall not covered by compensating interest from P&I Advances and Soldiers’ and Sailors’ Shortfall with respect to any Mortgage Loan shall be allocated pro rata among the Classes of the related REMIC based on the amount of interest otherwise owing thereto in reduction of that amount.  Such amounts shall be allocated proportionately based on (1) in the case of the Senior Certificates, the Accrued Certificate Interest otherwise distributable thereon and (2) in the case of the Subordinate Certificates, interest accrued on their related Apportioned Principal Balances without regard to any reduction pursuant to this paragraph, for t hat Distribution Date.  

(d)

Modification Losses.  In the event that the Note Rate on a Mortgage Loan is reduced as a result of a modification of the terms of such Mortgage Loan, such modification shall be disregarded for purposes of calculating the Certificate Rate on any Class of Certificates or Class of REMIC Interest.  Any shortfall resulting from any such modifications, however, shall be treated as a Realized Loss occurring on each Distribution Date and shall be applied to reduce the Certificate Balances of the Certificates and REMIC Interests in the manner and order of priority set forth above.

(e)

In the event that there is a recovery of an amount in respect of principal of a Mortgage Loan, which amount had previously been allocated as a Realized Loss to one or more Classes of Certificates, (i) such amount shall be treated as a Principal Prepayment Amount and shall be included in the Available Distribution Amount for the Distribution Date occurring in the month following the month in which such recovery is received and (ii) the Certificate Balance of the Classes to which any Realized Loss had previously been allocated, whether or not such Classes remain outstanding, shall be increased sequentially, in the order of payment priority, in each case by an amount equal to the lesser of (x) the amount of such recovery and (y) the aggregate amount of Realized Losses previously allocated to such Classes less amounts previously allocated to such Classes pursuant to this paragraph.

ARTICLE IV

THE SECURITIES

Section 4.01

The Certificates.

The Certificates will be designated generally as the Mortgage Pass-Through Certificates, Series 2003-5F.  The aggregate principal amount of Certificates or Interests, as applicable, that may be executed and delivered under this Agreement is limited to $573,340,295, except for Certificates executed and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Sections 5.03 or 5.05 of the Standard Terms.  On the Closing Date, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver Mortgage Pass-Through Certificates in the names and amounts and to the Persons as directed by the Depositor.  The table in Section 2.03 sets forth the Classes of Certificates, the initial Certificate Balance and the Certificate Rate for each Class of the Certificates.

Section 4.02

Denominations.

Each of the Class A and Senior Subordinate Certificates shall be issued in fully registered, book-entry form and shall be Book-Entry Certificates.  Each of the Residual Certificates and Class B4, Class B5 and Class B6 Certificates shall be issued in fully registered, certificated form.  The Class A Certificates (other than the Class IA-2, Class IIA-2, Class IIA-P and Class A-X Certificates) are offered in minimum denominations of $25,000 initial Certificate Balance each and multiples of $1 in excess of $25,000.  The Class IA-2, Class IIA-2 and Class A-X Certificates are offered in minimum denominations of $1,000,000 initial Notional Amount each and multiples of $1 in excess of $1,000,000. The Class IIA-P Certificates are offered in the form of a single Certificate representing the entire Certificate Balance thereof.  The Subordinate Certificates ar e offered in minimum denominations of $250,000 initial Certificate Balance each and multiples of $1 in excess of $250,000.  In addition, one Certificate of each Class (other than the Residual Certificates) may be issued evidencing the sum of an authorized denomination thereof and the remainder of the initial Certificate Balance (or, in the case of the Class IA-2, Class IIA-2 and Class A-X Certificates, the Notional Amount) of such Class.  The residual Certificates will each be issued in percentage interests of 99.99% and 0.01%.  

Section 4.03

Redemption of Certificates.

There shall be no right to redemption pursuant to Section 9.01 of the Standard Terms.  Moreover, notwithstanding anything to the contrary in Section 9.02 of the Standard Terms, the obligations created by the Trust Agreement will terminate upon payment to the Certificateholders of all amounts held in the Collection Account, the Certificate Account and the Distribution Account required to be paid to the Certificateholders pursuant to the Trust Agreement, following the earlier of: (i) the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all property acquired upon foreclosure of any such Mortgage Loan and (ii) the repurchase of all of the assets of the Trust by Wells Fargo upon the date on which the aggregate Scheduled Principal Balance of the Mortgage Loans is equal to or less than 1% of the aggregate Scheduled Principal Balance of such Mortgage Loans as of the Cut-Off Date.  Written notice of termination shall be given to each Certificateholder, and the final distribution shall be made only upon surrender and cancellation of the Certificates at an office or agency appointed by the Trustee, which will be specified in the notice of termination.  Any repurchase of the assets of the Trust pursuant to this Section 4.03 shall be made at a price equal to the Termination Price.

Section 4.04

Securities Laws Restrictions.

Each of the Junior Subordinate Certificates is a Private Certificate subject to the restrictions on transfer contained in Section 5.05(a) of the Standard Terms.  Furthermore, each of the Private Certificates is a Rule 144A Certificate.  The Class R Certificate is a Residual Certificate subject to Section 5.05(c) of the Standard Terms.

ARTICLE V

MISCELLANEOUS PROVISIONS

Section 5.01

Request for Opinions.

(a)

The Depositor hereby requests and authorizes McKee Nelson LLP, as its counsel in this transaction, to issue on behalf of the Depositor such legal opinions to the Trustee and each Rating Agency as may be (i) required by any and all documents, certificates or agreements executed in connection with the Trust, or (ii) requested by the Trustee, any such Rating Agency or their respective counsels.

(b)

The Trustee hereby requests and authorizes its counsel to issue on behalf of the Trustee such legal opinions to the Depositor, GSMC and Goldman, Sachs & Co. as may be required by any and all documents, certificates or agreements executed in connection with the establishment of the Trust and the issuance of the Certificates.

Section 5.02

Schedules and Exhibits.

Each of the Schedules and Exhibits attached hereto or referenced herein are incorporated herein by reference as contemplated by the Standard Terms.  Each Class of Certificates shall be in substantially the form attached hereto, as set forth in the Exhibit index.

Section 5.03

Governing Law.

This Trust Agreement shall be governed by, and its provisions construed in accordance with, the laws of the State of New York.

Section 5.04

Counterparts.

This Trust Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original but all of such counterparts shall together constitute but one and the same instrument.

Section 5.05

Notices.

The address of the rating agency required to be stated herein pursuant to Section 11.08(d) of the Standard Terms is Fitch Inc., 1 State Street Plaza, New York, New York 10004, and Moody’s Investors Services, Inc., 99 Church Street, New York, New York 10007.

[Signature page follows]

IN WITNESS WHEREOF, the Depositor and the Trustee have caused this Trust Agreement to be duly executed by their respective officers thereunto duly authorized and their respective signatures duly attested all as of the day and year first above written.

GS MORTGAGE SECURITIES CORP.,

as Depositor

By: /s/ Marvin J. Kabatznick                            

Name: Marvin J. Kabatznick

Title:   President/Chief Executive Officer

JPMORGAN CHASE BANK,

not in its individual capacity, but solely in

its capacity as Trustee under this Trust

Agreement

By: /s/ Thomas Venusti                                     

Name: Thomas Venusti

Title:   Assistant Vice President

STATE OF NEW YORK

)

)  ss.:

COUNTY OF NEW YORK

)

The foregoing instrument was acknowledged before me in the County of New York, this          th day of May 2003, by Marvin J. Kabatznick, President/Chief Executive Officer for GS Mortgage Securities Corp., a Delaware corporation, on behalf of the corporation.

Notary Public

My Commission expires:  

STATE OF NEW YORK

)

)  ss.:

COUNTY OF NEW YORK

)

The foregoing instrument was acknowledged before me in the County of New York, this           th day of May 2003, by                                               of JPMorgan Chase Bank, a New York banking corporation, on behalf of the company.

Notary Public

My Commission expires:

SCHEDULE I

Mortgage Loan Schedule

SCHEDULE II

PAC Amortization Schedule

	Class IA-1	Class IIA-1
Distribution Date	Planned Balance	Planned Balance
Closing Date	$100,000,000.00	$126,000,000.00
June 25, 2003	98,964,649.37	124,491,481.01
July 25, 2003	97,876,384.70	122,896,955.48
August 25, 2003	96,735,651.10	121,217,749.59
September 25, 2003	95,542,920.89	119,455,281.86
October 25, 2003	94,298,693.27	117,611,061.29
November 25, 2003	93,003,494.02	115,686,685.36
December 25, 2003	91,657,875.13	113,683,837.79
January 25, 2004	90,262,414.45	111,604,286.24
February 25, 2004	88,817,715.24	109,449,879.78
March 25, 2004	87,324,405.83	107,222,546.19
April 25, 2004	85,783,139.09	104,924,289.18
May 25, 2004	84,194,592.05	102,557,185.40
June 25, 2004	82,559,465.34	100,123,381.34
July 25, 2004	80,878,482.75	97,625,090.13
August 25, 2004	79,152,390.64	95,064,588.12
September 25, 2004	77,381,957.45	92,444,211.44
October 25, 2004	75,567,973.10	89,766,352.41
November 25, 2004	73,763,212.30	87,117,123.28
December 25, 2004	71,967,628.04	84,498,855.96
January 25, 2005	70,181,173.56	81,911,198.48
February 25, 2005	68,403,802.35	79,353,802.85
March 25, 2005	66,635,468.15	76,826,325.00
April 25, 2005	64,876,124.91	74,328,424.73
May 25, 2005	63,125,726.85	71,859,765.72
June 25, 2005	61,384,228.42	69,420,015.40
July 25, 2005	59,651,584.31	67,008,844.99
August 25, 2005	57,927,749.44	64,625,929.40
September 25, 2005	56,212,678.96	62,270,947.22
October 25, 2005	54,506,328.27	59,943,580.66
November 25, 2005	52,808,653.01	57,643,515.54
December 25, 2005	51,119,609.01	55,370,441.21
January 25, 2006	49,439,152.37	53,124,050.53
February 25, 2006	47,767,239.41	50,904,039.83
March 25, 2006	46,103,826.68	48,710,108.87
April 25, 2006	44,448,870.94	46,541,960.82
May 25, 2006	42,802,329.19	44,399,302.17
June 25, 2006	41,164,158.66	42,281,842.76
July 25, 2006	39,534,316.79	40,189,295.68
August 25, 2006	37,912,761.26	38,121,377.28
September 25, 2006	36,299,449.94	36,077,807.11
October 25, 2006	34,694,340.97	34,058,307.89
November 25, 2006	33,097,392.65	32,062,605.49
December 25, 2006	31,508,563.55	30,113,968.71

	Class IA-1	Class IIA-1
Distribution Date	Planned Balance	Planned Balance
January 25, 2007	29,927,812.42	28,262,515.44
February 25, 2007	28,355,098.25	26,503,437.84
March 25, 2007	26,790,380.24	24,832,165.52
April 25, 2007	25,233,617.79	23,244,353.83
May 25, 2007	23,684,770.52	21,735,872.75
June 25, 2007	22,143,798.27	20,302,796.30
July 25, 2007	20,610,661.08	18,941,392.47
August 25, 2007	19,094,832.58	17,648,113.68
September 25, 2007	17,658,903.32	16,419,587.67
October 25, 2007	16,298,709.52	15,252,608.86
November 25, 2007	15,010,304.09	14,144,130.12
December 25, 2007	13,789,945.43	13,091,254.98
January 25, 2008	12,634,086.74	12,091,230.16
February 25, 2008	11,539,365.85	11,141,438.53
March 25, 2008	10,502,595.72	10,239,392.40
April 25, 2008	9,520,755.25	9,382,727.12
May 25, 2008	8,590,980.70	8,569,195.01
June 25, 2008	7,838,820.52	7,893,319.68
July 25, 2008	7,131,113.88	7,254,727.42
August 25, 2008	6,465,457.06	6,651,512.19
September 25, 2008	5,839,572.87	6,081,863.09
October 25, 2008	5,251,304.06	5,544,059.68
November 25, 2008	4,698,607.07	5,036,467.51
December 25, 2008	4,179,546.09	4,557,533.83
January 25, 2009	3,692,287.42	4,105,783.58
February 25, 2009	3,235,094.17	3,679,815.50
March 25, 2009	2,806,321.19	3,278,298.51
April 25, 2009	2,404,410.28	2,899,968.20
May 25, 2009	2,027,885.64	2,543,623.56
June 25, 2009	1,710,241.21	2,234,660.86
July 25, 2009	1,413,906.56	1,944,475.77
August 25, 2009	1,137,666.74	1,672,065.80
September 25, 2009	880,372.30	1,416,479.57
October 25, 2009	640,935.89	1,176,814.19
November 25, 2009	418,328.90	952,212.88
December 25, 2009	211,578.44	741,862.66
January 25, 2010	19,764.35	544,992.12
February 25, 2010	0.00	360,869.40
March 25, 2010		188,800.15
April 25, 2010		28,125.68
May 25, 2010		0.00

EXHIBIT A

Form of Certificates

EX-4

                                                                                                                                                     &nb sp;     

STANDARD TERMS

TO

TRUST AGREEMENT

GS Mortgage Securities Corp.

Depositor

GSR Mortgage Loan Trust 2003-5F

Mortgage Pass-Through Certificates, Series 2003-5F

May 2003 Edition

                                                                                                                                                     &nb sp;     

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

1

Section 1.01

Defined Terms.

1

ARTICLE II MORTGAGE LOAN FILES

17

Section 2.01

Mortgage Loan Files.

17

Section 2.02

Acceptance by the Trustee

17

Section 2.03

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

20

Section 2.04

Representations and Warranties of the Depositor.

24

ARTICLE III ADMINISTRATION OF THE TRUST

26

Section 3.01

Distribution Account.

26

Section 3.02

Filings with the Commission.

27

Section 3.03

Trustee to Cooperate; Release of Mortgage Files.

27

Section 3.04

Amendments to Servicing Agreement.

28

Section 3.05

Trustee Advances.

29

Section 3.06

Enforcement of Servicing Agreement.

30

ARTICLE IV REPORTING/REMITTING TO CERTIFICATEHOLDERS

30

Section 4.01

Statements to Certificateholders.

30

Section 4.02

Remittance Reports and other Reports from the Servicer.

33

Section 4.03

Compliance with Withholding Requirements.

33

Section 4.04

Reports of Certificate Balances to The Depository Trust Company.

34

Section 4.05

Preparation of Regulatory Reports.

34

Section 4.06

Management and Disposition of REO Property.

34

ARTICLE V THE INTERESTS AND THE SECURITIES

35

Section 5.01

REMIC Interests.

35

Section 5.02

The Certificates.

35

Section 5.03

Book-Entry Securities.

36

Section 5.04

Registration of Transfer and Exchange of Certificates.

37

Section 5.05

Restrictions on Transfer.

38

Section 5.06

Mutilated, Destroyed, Lost or Stolen Certificates.

40

Section 5.07

Persons Deemed Owners.

40

Section 5.08

Appointment of Paying Agent.

40

ARTICLE VI THE DEPOSITOR

41

Section 6.01

Liability of the Depositor.

41

Section 6.02

Merger or Consolidation of the Depositor.

41

ARTICLE VII TERMINATION OF SERVICING ARRANGEMENTS

41

Section 7.01

Termination and Substitution of Servicer.

41

Section 7.02

Notification to Certificateholders.

42

ARTICLE VIII CONCERNING THE TRUSTEE

43

Section 8.01

Duties of Trustee.

43

Section 8.02

Certain Matters Affecting the Trustee.

44

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans.

46

Section 8.04

Trustee May Own Certificates.

47

Section 8.05

Trustee’s Fees and Expenses.

47

Section 8.06

Eligibility Requirements for Trustee.

47

Section 8.07

Resignation and Removal of the Trustee.

48

Section 8.08

Successor Trustee.

48

Section 8.09

Merger or Consolidation of Trustee.

49

Section 8.10

Appointment of Co-Trustee or Separate Trustee.

49

Section 8.11

Appointment of Custodians.

50

Section 8.12

Appointment of Office or Agent.

51

Section 8.13

Representation and Warranties of the Trustee.

51

ARTICLE IX TERMINATION OF TRUST

52

Section 9.01

Qualified Liquidation.

52

Section 9.02

Termination.

52

Section 9.03

Procedure for Termination.

52

Section 9.04

Additional Termination Requirements.

54

ARTICLE X REMIC TAX PROVISIONS

54

Section 10.01

REMIC Administration.

54

Section 10.02

Prohibited Activities.

56

ARTICLE XI MISCELLANEOUS PROVISIONS

57

Section 11.01

Amendment of Trust Agreement.

57

Section 11.02

Recordation of Agreement; Counterparts.

58

Section 11.03

Limitation on Rights of Certificateholders.

59

Section 11.04

[Reserved].

60

Section 11.05

Notices.

60

Section 11.06

Severability of Provision.

60

Section 11.07

Sale of Mortgage Loans.

60

Section 11.08

Notice to Rating Agencies.

61

Exhibit A

Form of Trust Receipt

Exhibit B

Form of Final Certification

Exhibit C

Form of Rule 144A Agreement - QIB Certification

Exhibit D

Form of Transferee Agreement

Exhibit E

Form of Benefit Plan Affidavit

Exhibit F

Form of Residual Transferee Agreement

Exhibit G-1

Form of Non-U.S. Person Affidavit

Exhibit G-2

Form of U.S. Person Affidavit

Exhibit H

Form of Trustee Certification

RECITALS

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

STANDARD PROVISIONS

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

ARTICLE I

DEFINITIONS

Section 1.01

Defined Terms.  

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

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

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

 “Advance”:  As to any Mortgage Loan, any advance of principal and interest, taxes, insurance or expenses made by a Servicer or a Trustee Advance.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 “Custody Agreement”:  The Custody Agreement or Agreements identified in the Trust Agreement.

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

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

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

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

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

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

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

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

 “Distribution Statement”:  As defined in Section 4.01.

 “Due Date”:  The first day of a calendar month.

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

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

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

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

 “Exchange Act”:  The Securities Exchange Act of 1934, as amended.

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

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

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

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

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

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

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

 “Initial Purchaser”:  Goldman, Sachs & Co.

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

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

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

 “JPMorgan Chase”:  JPMorgan Chase Bank and its successors.

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

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

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

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

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

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

 “Monthly Advance”:  The aggregate amount of the (i) advances made by a Servicer on any Remittance Date in respect of delinquent Monthly Payments pursuant to the applicable Servicing Agreement and (ii) any Trustee Advances made in respect of any such delinquent Monthly Payment pursuant to Section 3.04.

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

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

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

(a)

the Servicer (Depositor) loan number;

(b)

the Borrower’s name;

(c)

the original principal balance; and

(d)

the Scheduled Principal Balance as of the Cut off Date;

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

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

 “Mortgagor”:  Borrower.

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

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

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

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

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

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

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

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

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

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

 “Permitted Investments”:  Permitted Investments shall consist of the following:

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

money market funds administered by the Trustee or any of its affiliates provided that such money market funds are rated by each Rating Agency  (i) in its highest short-term unsecured debt rating category available (i.e., “P-1” by Moody’s Investors Service, Inc. “A-1+” by Standard & Poor’s Ratings Services and “F-1+” by Fitch, Inc.) or (ii) in one of its two highest long-term unsecured debt rating categories; and

(vi)

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

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

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

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

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

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

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

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

 “Principal Prepayment Amount”:  As defined in the Trust Agreement.

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

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

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

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

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

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

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

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

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

 “Record Date”:  Shall have the meaning ascribed to it in the Trust Agreement.

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

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

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

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

 “Remittance Date”  As defined in the Trust Agreement.

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

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

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

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

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

 “Residual Certificate”:  The Class R Certificates designated as such in the Trust Agreement.

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

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

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

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

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

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

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

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

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

“Seller”:  The Seller or Sellers identified in the Trust Agreement.

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

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

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

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

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

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

“Servicing Agreement”:  The Servicing Agreement or Agreements identified in the Trust Agreement.

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

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

“Shortfall”:  Month End Interest Shortfall and Soldiers’ and Sailors’ Shortfall.

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

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

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

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

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

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

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

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

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

“Trust”:  The trust formed pursuant to the Trust Agreement.

“Trust Agreement” or this “Agreement”:  The Trust Agreement, dated as of May 1, 2003, between the Depositor and the Trustee relating to the issuance of Certificates, and into which these Standard Terms are incorporated by reference.

“Trust Estate”:  The segregated pool of assets sold and assigned to the Trustee for the benefit of the Certificateholders by the Depositor pursuant to the conveyance clause of the Trust Agreement.

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

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

“Trustee Advance”:  As defined in Section 3.05 hereof.

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

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

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

(a)

The original executed mortgage note endorsed, “Pay to the order of                                     or in the name of the Trustee, JPMorgan Chase Bank, as trustee under a Trust Agreement, dated as of May 1, 2003, without recourse”, and signed in the name of the Seller (or an affiliate of such Seller, if applicable) by an officer of such Seller (or an affiliate of such Seller, if applicable), or a Lost Document Affidavit with a copy of the original mortgage note attached; provided that unless otherwise provided in the related Sale Agreement, the words “JPMorgan Chase Bank, as trustee under a Trust Ag reement, dated as of May 1, 2003” shall be inserted into the blank; and provided that the mortgage note shall include all intervening original endorsements showing a complete chain of title from the originator to such Seller (or an affiliate of such Seller, if applicable);

(b)

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

(c)

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

(d)

The original or copy of a policy of title insurance, a certificate of title, or attorney’s opinion of title (accompanied by an abstract of title), as the case may be, with respect to each Mortgage Loan;

(e)

Originals of any intervening assignments of the mortgage necessary to show a complete chain of title from the original mortgagee to the Seller, or certified copies thereof, in either case with evidence of recording noted thereon; provided, that such intervening assignments may be in the form of blanket assignments, a copy of which, with evidence of recording noted thereon, shall be acceptable;

(f)

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

(g)

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

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

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

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

“U.S. Person”:  A Person other than a Non-U.S. Person.

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

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

ARTICLE II

MORTGAGE LOAN FILES

Section 2.01

Mortgage Loan Files.  

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

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

Section 2.02

Acceptance by the Trustee

(a)

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

(b)

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

(i)

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

(ii)

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

(A)

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

(B)

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

(iii)

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

(A)

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

(B)

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

(iv)

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

(v)

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

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

(c)

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

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

(d)

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

(e)

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

(f)

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

Section 2.03

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

(a)

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

(b)

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

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

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

(c)

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

(d)

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

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

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

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(j)

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

Section 2.04

Representations and Warranties of the Depositor.

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

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

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

ARTICLE III

ADMINISTRATION OF THE TRUST

Section 3.01

Distribution Account.

(a)

Deposits.  The Trustee shall establish and maintain one or more accounts in its own name and held in trust for the benefit of the Certificateholders.  Each Certificate Account shall be an Eligible Account.  There shall be at least one account for each REMIC, and the account belonging to the REMIC that directly owns the Mortgage Loans shall be the REMIC I-1 Distribution Account.  On each Remittance Date (or, with respect to item (iii) below, on each Distribution Date), the Trustee shall deposit into the REMIC I Distribution Account the following amounts, to the extent not previously deposited therein:

(i)

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

(ii)

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

(iii)

all Trustee Advances made pursuant to Section 3.05;

(iv)

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

(v)

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

(b)

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

(i)

to pay or reimburse the Trustee or Custodian, as applicable, for fees and expenses earned by or reimbursable to either the Trustee or the Custodian pursuant to Section 3.05(c), 8.05 or 8.11, as applicable;

(ii)

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

(iii)

to pay the holders of the Regular Interests and Residual Interest of the applicable REMICs, the amount of the Available Distribution Amount less any amounts withdrawn pursuant to subsection (i) and (ii) above, as provided in the Trust Agreement.

(c)

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

(d)

Investment.  The Trustee may invest the funds on Deposit in, or otherwise to the credit of, the Certificate Account in Permitted Investments, for the benefit of the Depositor and upon the direction of the Depositor, on each Remittance Date.  Such Permitted Investments shall mature or be redeemable two business days prior to the Distribution Date.  In the event of a loss in the Certificate Account because of a Permitted Investment, the Depositor shall be required to deposit the amount of such loss into the Certificate Account within one Business Day of realization of such loss.

Section 3.02

Filings with the Commission.

The Depositor shall prepare or cause to be prepared the initial post closing filing of material agreements on Form 8-K.  Thereafter, within 15 days after each Distribution Date, commencing with the Distribution Date occurring in June 2003 and ending with the Distribution Date occurring in January 2004, the Trustee shall, in accordance with industry standards, file with the Commission via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the statement to the Securityholders for such Distribution Date as an exhibit thereto.  Prior to January 30, 2004, the Trustee shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust, if applicable.  Prior to March 31, 2004, the Trustee shall file (x) a Form 10-K, in substance conforming to industry standards, with respect to the T rust as well as (y) a certification of the Trustee in substantially the form set forth in Exhibit H hereto.  The Depositor hereby grants to the Trustee a limited power of attorney to execute and file each such document on behalf of the Depositor.  Such power of attorney shall continue until either the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust.  The Depositor agrees to promptly furnish to the Trustee, from time to time upon request, such further information, reports, and financial statements within its control related to the Trust Agreement and the Mortgage Loans as the Depositor reasonably deems appropriate to prepare and file all necessary reports with the Commission.

Section 3.03

Trustee to Cooperate; Release of Mortgage Files.

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

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

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

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

Section 3.04

Amendments to Servicing Agreement.  

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

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

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

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

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

Section 3.05

Trustee Advances.

(a)

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

(b)

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

(c)

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

(d)

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

Section 3.06

Enforcement of Servicing Agreement.  

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

ARTICLE IV

REPORTING/REMITTING TO CERTIFICATEHOLDERS

Section 4.01

Statements to Certificateholders.   

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

(a)

the class factor for each Class of Certificates;

(b)

the aggregate Schedule Principal Balance of each Pool of Mortgage Loans;

(c)

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

(d)

[Reserved];

(e)

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

(f)

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

(g)

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

(h)

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

(i)

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

(j)

[Reserved];

(k)

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

(l)

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

(m)

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

(n)

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

(o)

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

(p)

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

(q)

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

(r)

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

(s)

the Senior Percentages, the Senior Prepayment Percentages, the Subordinate Percentages and the Subordinate Prepayment Percentages, if any, for such Distribution Date;

(t)

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

(u)

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

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

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

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

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

Section 4.02

Remittance Reports and other Reports from the Servicer.  

To the extent received from the Servicer, the Trustee shall make the information in each Remittance Report available to the Depositor or a Certificateholder upon written request of the Depositor or such Certificateholder therefor.  In addition, upon written request from the Depositor or a Certificateholder (such party, the “Requesting Party”), the Trustee shall use commercially reasonable efforts to obtain from the Servicer and subsequently provide to the Depositor or requesting Certificateholder any other reports or information that may be obtained by the Trustee from any Servicer pursuant to the related Servicing Agreement; provided, however, that if the Trustee incurs costs pursuant to the Servicing Agreement with respect to any particular request, the Trustee shall be entitled to reimbursement from the Requesting Party for such costs, together with any other reasonable costs incurred by it for obtaining or delivering the reports or information specified by such request.  The Trustee shall be under no duty to recalculate, verify or recompute the information provided to it under any Servicing Agreement by the applicable Servicer.

Section 4.03

Compliance with Withholding Requirements.  

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

Section 4.04

Reports of Certificate Balances to The Depository Trust Company.  

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

Section 4.05

Preparation of Regulatory Reports.  

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

Section 4.06

Management and Disposition of REO Property.  

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

ARTICLE V

THE INTERESTS AND THE SECURITIES

Section 5.01

REMIC Interests.  

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

Section 5.02

The Certificates.  

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

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

Section 5.03

Book-Entry Securities.

(a)

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

(b)

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

(c)

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

(d)

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

Section 5.04

Registration of Transfer and Exchange of Certificates.  

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

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

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

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

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

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

Section 5.05

Restrictions on Transfer.

(a)

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

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

(b)

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

(c)

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

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

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

Section 5.06

Mutilated, Destroyed, Lost or Stolen Certificates.  

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

Section 5.07

Persons Deemed Owners.  

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

Section 5.08

Appointment of Paying Agent.  

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

ARTICLE VI

THE DEPOSITOR

Section 6.01

Liability of the Depositor.  

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

Section 6.02

Merger or Consolidation of the Depositor.  

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

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

ARTICLE VII

TERMINATION OF SERVICING ARRANGEMENTS

Section 7.01

Termination and Substitution of Servicer.  

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

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

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

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

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

Section 7.02

Notification to Certificateholders.

(a)

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

(b)

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

ARTICLE VIII

CONCERNING THE TRUSTEE

Section 8.01

Duties of Trustee.  

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

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

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

Section 8.02

Certain Matters Affecting the Trustee.

(a)

Except as otherwise provided in Section 8.01 hereof:

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

The Trustee may execute any of the trusts or powers under the Trust Agreement or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it under the Trust Agreement, provided that any agent appointed by the Trustee hereunder shall be entitled to all of the protections of the Trustee under this Agreement including, without limitation, the indemnification provided for under Section 8.05 hereof;

(viii)

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

(ix)

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

(x)

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

(xi)

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

(xii)

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

(xiii)

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

(xiv)

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

(b)

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

Section 8.03

Trustee Not Liable for Certificates or Mortgage Loans.  

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

Section 8.04

Trustee May Own Certificates.  

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

Section 8.05

Trustee’s Fees and Expenses.  

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

Section 8.06

Eligibility Requirements for Trustee.  

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

Section 8.07

Resignation and Removal of the Trustee.  

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

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

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

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

Section 8.08

Successor Trustee.  

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

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

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

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

Section 8.09

Merger or Consolidation of Trustee.  

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

Section 8.10

Appointment of Co-Trustee or Separate Trustee.  

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

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

Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to the Trust Agreement and the conditions of this Article VIII.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of the Trust Agreement, specifically including every provision of the Trust Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.  Every such instrument shall be filed with the Trustee.  No trustee (including the Trustee) shall be responsible for the actions of any co-trustee.

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

Section 8.11

Appointment of Custodians.  

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

Section 8.12

Appointment of Office or Agent.

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

Section 8.13

Representation and Warranties of the Trustee.  

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

ARTICLE IX

TERMINATION OF TRUST

Section 9.01

Qualified Liquidation.  

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

Section 9.02

Termination.  

The Servicer designated in Section 4.03 of the Trust Agreement may, at its option, make or cause a Person to make a Terminating Purchase for the Termination Price at the time and on the terms and conditions specified in the Trust Agreement. Upon such Terminating Purchase or the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of the last REO Property remaining in the Trust, the respective obligations and responsibilities under the Trust Agreement of the Depositor, the Trustee shall terminate upon payment to the Certificateholders of all amounts held by or on behalf of the Trustee and required hereunder to be so paid and upon deposit of unclaimed funds otherwise distributable to Certificateholders in the Termination Account.  Notwithstanding the foregoing, in no event shall the Trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on the date hereof.

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

Section 9.03

Procedure for Termination.  

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

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

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

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

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

Section 9.04

Additional Termination Requirements.

(a)

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

(A)

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

(B)

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

(C)

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

(b)

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

ARTICLE X

REMIC TAX PROVISIONS

Section 10.01

REMIC Administration.

(a)

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

(ii)

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

(b)

The Trustee shall pay any and all tax related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to such REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder (including its duties as tax return preparer).  The Trustee shall be entitled to reimbursement of the expenses to the extent provided in clause (i) above from the Certificate Account, but only to the exte nt such expenses are “unanticipated expenses” for purposes of Treasury Regulation Section 1.860G-1(b)(3)(ii).

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

(h)

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

Section 10.02

Prohibited Activities.  

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

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

(viii)

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

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

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01

Amendment of Trust Agreement.  

The Trust Agreement may be amended or supplemented from time to time by the Depositor and the Trustee without the consent of any of the Certificateholders to (a) cure any ambiguity, (b) correct or supplement any provisions herein which may be inconsistent with any other provisions herein, (c) modify, eliminate or add to any of its provisions to such extent as shall be necessary or appropriate to maintain the qualification of the Trust (or any assets thereof) either as a REMIC, as applicable under the Code at all times that any Certificates are outstanding, (d) conform to the terms of this Agreement to the terms described in the Prospectus dated May 22, 2003, together with the Prospectus Supplement thereto dated May 27, 2003 or (e) make any other provisions with respect to matters or questions arising under the Trust Agreement or matters arising with respect to the Tru st which are not covered by the Trust Agreement which shall not be inconsistent with the provisions of the Trust Agreement, provided that such action shall not adversely affect in any material respect the interests of any Certificateholder.  Any such amendment or supplement shall be deemed not to adversely affect in any material respect any Certificateholder if there is delivered to the Trustee written notification from each Rating Agency that rated the applicable Certificates to the effect that such amendment or supplement will not cause that Rating Agency to reduce the then current rating assigned to such Certificates, as well as an Opinion of Counsel that such amendment or supplement will not result in the loss by the Trust or the assets thereof of REMIC status.

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

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

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

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

Section 11.02

Recordation of Agreement; Counterparts.  

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

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

Section 11.03

Limitation on Rights of Certificateholders.  

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

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

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

Section 11.04

[Reserved].  

Section 11.05

Notices.  

All demands and notices under the Trust Agreement shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by first class mail, postage prepaid, or by express delivery service, to (a) in the case of the Depositor, 85 Broad Street, New York, New York 10004, Attention:  President (telecopy number (212) 902-3000 and email addresses: samuel.ramos@gs.com, howard.altarescu@gs.com and lisa.rosenberg@gs.com) or such other address, telecopy number or email address as may hereafter be furnished to each party to the Trust Agreement in writing by the Depositor or (b) in the case of the Trustee, 4 New York Plaza, 6th Floor, New York, New York 10004, Attention: Institutional Trust Services/Structured Finance Services, GSR Mortgage Loan Trust 2003-5F Telecopy: (212) 623-5930 or such other address or telecopy number as may hereafter be furnished to each party to the Trust Agreement in writing by the Trustee.  Any notice required or permitted to be mailed to a Certificateholder shall be given by first-class mail, postage prepaid, or by express delivery service, at the address of such Holder as shown in the Certificate Register.  Any notice so mailed within the time prescribed in the Trust Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.  A copy of any notice required to be telecopied hereunder also shall be mailed to the appropriate party in the manner set forth above.  A copy of any notice given hereunder to any other party shall be delivered to the Trustee.

Section 11.06

Severability of Provision.   

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

Section 11.07

Sale of Mortgage Loans.  

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

Section 11.08

Notice to Rating Agencies.

(a)

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

(i)

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

(ii)

the occurrence of any Event of Default under a Servicing Agreement;

(iii)

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

(iv)

the purchase of Mortgage Loans pursuant to Section 2.03;

(v)

the final payment to Certificateholders;

(vi)

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

(vii)

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

(b)

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

(i)

each report to Certificateholders described in Section 4.01; and

(ii)

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

(c)

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

Exhibit A

FORM OF TRUST RECEIPT

[Date]

GS Mortgage Securities Corp.

85 Broad Street

New York, New York 10004

Re:

Trust Agreement, dated as of May 1, 2003, among GS Mortgage Securities Corp., as Depositor and JPMorgan Chase Bank, as Trustee of GSR Mortgage Loan Trust 2003-5F

Ladies and Gentlemen:

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

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

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

[TRUSTEE, as Trustee/CUSTODIAN]

By:

Its:

Exhibit B

FORM OF FINAL CERTIFICATION

[Date]

GS Mortgage Securities Corp.

85 Broad Street

New York, New York  10004

Re:

Trust Agreement, dated as of May 1, 2003, among GS Mortgage Securities Corp., as Depositor and JPMorgan Chase Bank, as Trustee of GSR Mortgage Loan Trust 2003-5F

Ladies and Gentlemen:

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

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

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

[TRUSTEE, as Trustee/CUSTODIAN]

By:

Its:

Exhibit C

FORM OF RULE 144A AGREEMENT — QIB CERTIFICATION

                        , 20   

JPMorgan Chase Bank,

   as Trustee

4 New York Plaza

6th Floor

New York, New York 10004

GS Mortgage Securities Corp.

85 Broad Street

New York, New York 10004

Re:

GS Mortgage Securities Corp., Depositor

GSR Mortgage Loan Trust 2003-5F,

Pass-Through Certificates Series 2003-5F

having an original principal amount of $                       

Ladies and Gentlemen:

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

(A)

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

(B)

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

(C)

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

(D)

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

(E)

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

(F)

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

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

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

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement, dated as of May 1, 2003, which incorporates by reference the Standard Terms thereto (May 2003 Edition) between GS Mortgage Securities Corp. and the Trustee.

Sincerely,

[Name of Transferee]

By:                                                   

Name:                                        

Title:                                          

Exhibit D

FORM OF TRANSFEREE AGREEMENT

                 , 20    

JPMorgan Chase Bank,

   as Trustee

4 New York Plaza

6th Floor

New York, New York 10004

GS Mortgage Securities Corp.

85 Broad Street

New York, New York  10004

Re:

GS Mortgage Securities Corp., Depositor

GSR Mortgage Loan Trust 2003-5F,

Pass-Through Certificates Series 2003-5F

having an original principal amount of $                     

Ladies and Gentlemen:

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

(A)

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

(B)

We understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the Trust Agreement dated as of May 1, 2003, which incorporates by reference the Standard Terms thereto (May 2003 Edition) among GS Mortgage Securities Corp. and the Trustee (the “Trust Agreement”) and we agree to be bound by, and not to resell, pledge or otherwise transfer the Certificates except in compliance with such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”) and our failure to comply with the foregoing agreement shall render any purported transfer to be null and void.

(C)

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

(D)

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

(E)

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

(F)

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

(G)

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

(H)

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

(I)

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

(J)

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

(K)

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

(L)

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

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

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

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

Sincerely,

[Name of Transferee]

By:                                                   

Name:                                        

Title:                                          

Exhibit E

FORM OF BENEFIT PLAN AFFIDAVIT

Re:

GS Mortgage Securities Corp.,

  as Depositor

GSR Mortgage Loan Trust

2003-5F (the “Trust”)

STATE OF                            

)

)     ss:

COUNTY OF                              

)

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

1.

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

2.

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

3.

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

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

4.

The Transferee either:

(a)

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

(b)

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

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Trust Agreement, dated as of May 1, 2003, which incorporates by reference the Standard Terms thereto (May 2003 Edition), among GS Mortgage Securities Corp. and the Trustee.

_________________

¹

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

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

[Name of Transferee]

By:                                                               

Name:

Title:

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

Subscribed and sworn to before me this

             day of                  , 20    .

Notary Public

My commission expires:                                    

Exhibit F

FORM OF RESIDUAL TRANSFEREE AGREEMENT

                             
(DATE)

GS Mortgage Securities Corp.

85 Broad Street

New York, New York 10004

JPMorgan Chase Bank,

   as Trustee

4 New York Plaza

6th Floor

New York, New York 10004

Re:

Trust Agreement, dated as of May 1, 2003, among GS Mortgage Securities Corp., as Depositor and JPMorgan Chase Bank, as Trustee of GSR Mortgage Loan Trust 2003-5F

Ladies and Gentlemen:

In connection with the purchase on the date hereof of the captioned securities (the “Residual Certificate”), to be issued pursuant to the Trust Agreement, dated as of May 1, 2003, among GS Mortgage Securities Corp., as trustee (the “Trustee”) which incorporates by reference the Standard Terms to Trust Agreement, May 2003 Edition (the “Standard Terms to Trust Agreement”) (collectively, the “Trust Agreement”), the undersigned hereby certifies and covenants to the transferor, the Depositor, the Trustee and the Trust as follows:

1.

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

2.

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

3.

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

4.

(A) We understand that the Residual Certificate represents for federal income tax purposes a “residual interest” in a real estate mortgage investment conduit and (B) we understand that as the holder of the Residual Certificate we will be required to take into account, in determining our taxable income, our pro rata percentage interest of the taxable income of each REMIC formed pursuant to the Trust Agreement in accordance with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

5.

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

6.

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

7.

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

8.

We are a “U.S. Person” within the meaning of Section 7701(a)(30) of the Code.  We are duly organized and validly existing under the laws of the jurisdiction of our organization.  We are neither bankrupt nor insolvent nor do we have reason to believe that we will become bankrupt or insolvent.  We have conducted and are conducting our business so as to comply in all material respects with all applicable statutes and regulations.  The person executing and delivering this letter on our behalf is duly authorized to do so, the execution and delivery by us of this letter and the consummation of the transaction on the terms set forth herein are within our corporate power, and upon such execution and delivery, this letter will constitute our legal, valid and binding obligation, enforceable against us in accordance with its terms, subject, as to t he enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting the right of creditors generally and to general principles of equity and the discretion of the court (regardless of whether enforcement of such remedies is considered in a proceeding in equity or at law).

9.

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

10.

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

11.

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

12.

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

(a)

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

(b)

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

13.

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

14.

In addition, we acknowledge that the Trustee will not register the transfer of a Residual Certificate to a transferee that is not a “U.S. Person” within the meaning of Section 7701(a)(30) of the Code.   

15.

Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Standard Terms to Trust Agreement.

16.

We hereby designate the Trustee as our fiduciary to perform the duties of the tax matters person for each REMIC formed pursuant to the Trust Agreement.

(signature page follows)

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

[Name of Transferee]

By:                                                    

Its:                                                    

Taxpayer ID #                                                    

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

Subscribed and sworn to before me this

                  day of                  , 20    .

Notary Public

My commission expires:                                              

Exhibit G-1

FORM OF NON-U.S. PERSON AFFIDAVIT

AND AFFIDAVIT PURSUANT TO SECTIONS

860D(a)(6)(A) and 860E(e)(4)

OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

Re:

GS Mortgage Securities Corp., Depositor

GSR Mortgage Loan Trust

2003-5F  (the “Trust”)

STATE OF                                       

)

)

ss.:

CITY OF                                          

)

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

1.

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

2.

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

3.

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

4.

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

5.

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

6.

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

7.

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

8.

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

9.

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

10.

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

11.

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

12.

The Transferee is not a “Disqualified Organization” (as defined below), and the Transferee is not acquiring a Residual Certificate for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership to, a Disqualified Organization.  For the purposes hereof, a Disqualified Organization is any of the following:  (i) the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing; (ii) any organization (other than a farmer’s cooperative as defined in Section 521 of the Code) that is exempt from federal income taxation (including taxation under the unrelated business taxable income provisions of the Code); (iii) any rural telephone or electrical service cooperative described in Section 1381(a)(2)(C) of the Code; or (iv) any other entity treated as a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code.  In addition, a corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are subject to tax and, with the exception of the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such governmental unit.

13.

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

14.

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

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Trust Agreement, dated as of May 1, 2003, which incorporates by reference the Standard Terms thereto, among GS Mortgage Securities Corp. and the Trustee.

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

[Name of Transferee]

By:                                                              

Its:                                                              

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

Subscribed and sworn before me this                   day of                  , 20   .

Notary Public

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

Exhibit G-2

FORM OF U.S. PERSON AFFIDAVIT

AND AFFIDAVIT PURSUANT TO SECTIONS

860D(a)(6)(A) and 860E(e)(4)

OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

Re:

GS Mortgage Securities Corp., Depositor

GSR Mortgage Loan Trust

2003-5F (the “Trust”)

STATE OF                                   )

)      ss.:

CITY OF                                      )

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

1.

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

2.

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

3.

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

4.

The Transferee is a not a “Disqualified Organization” (as defined below), and the Transferee is not acquiring a Residual Certificate for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership to, a Disqualified Organization.  For the purposes hereof, a Disqualified Organization is any of the following:  (i) the United States, any state or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing; (ii) any organization (other than a farmer’s cooperative as defined in Section 521 of the Code) that is exempt from federal income taxation (including taxation under the unrelated business taxable income provisions of the Code); (iii) any rural telephone or electrical service cooperative describ ed in § 1381(a)(2)(C) of the Code; or (iv) any other entity treated as a “disqualified organization” within the meaning of Section 860E(e)(5) of the Code.  In addition, a corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof if all of its activities are subject to tax and, with the exception of the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by such governmental unit.

5.

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

6.

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

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Trust Agreement, dated as of May 1, 2003, which incorporates by reference the Standard Terms thereto, among GS Mortgage Securities Corp. and the Trustee.

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

[Name of Transferee]

By:                                                                

Its:                                                                

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

Subscribed and sworn before me this              day of                      , 20    .

Notary Public

My commission expires the ____ day of ____________________, 20__.

Exhibit H

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

GS Mortgage Securities Corp.

85 Broad Street

New York, New York  10004

Re:

GS Mortgage Securities Corp., Depositor

GSR Mortgage Loan Trust 2003-5F  (the “Trust”)

Reference is made to the Trust Agreement, dated as of May 1, 2003 (the “Trust Agreement”), by and between JPMorgan Chase Bank (the “Trustee”) and GS Mortgage Securities Corp., as depositor (the “Depositor”).  The Trustee hereby certifies to the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

(i)

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

(ii)

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

(iii)

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

(iv)

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

(signature page follows)

Date:

JPMorgan Chase Bank, as Trustee

By:

____________________________

Name:

____________________________

Title:

____________________________

EX-4

FORM OF PUBLICLY OFFERED CERTIFICATE

GS MORTGAGE SECURITIES CORP., DEPOSITOR
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-5F
CLASS [          ] CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE, IN ITS CAPACITY AS CUSTODIAN FOR DTC (IN SUCH CAPACITY, THE “CUSTODIAN”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT 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 CLASS [     ] CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERENCED HEREIN.]

[THE YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO THE RATE OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE LOANS.]

[THIS CLASS [      ] CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL.]

THIS CLASS [        ] CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES.

[THE PRINCIPAL OF THIS CLASS [       ] CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE CUSTODIAN.]

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-5F

CLASS [        ] CERTIFICATE

APPROXIMATE AGGREGATE INITIAL [CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT] OF THE CLASS [     ] CERTIFICATES AS OF THE CLOSING DATE:  $[            ][(1)]	APPROXIMATE INITIAL [CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE:  $[            ][(1)]
INITIAL CERTIFICATE RATE PER ANNUM: [[         ]%][(1)][Variable]	PERCENTAGE INTEREST: [     ]%
[MINIMUM] DENOMINATION:	[$[             ] AND $[         ] IN EXCESS OF $[            ]] [100% PERCENTAGE INTEREST]
DATE OF THE TRUST AGREEMENT: AS OF MAY 1, 2003	APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST:  $573,340,296
CLOSING DATE: MAY 30, 2003	SERVICERS: ABN AMRO MORTGAGE GROUP, INC. AND WELLS FARGO HOME MORTGAGE, INC.
FIRST DISTRIBUTION DATE: JUNE 25, 2003
FINAL SCHEDULED DISTRIBUTION DATE: [AUGUST 2032]	TRUSTEE: JPMORGAN CHASE BANK
	CUSTODIAN: JPMORGAN CHASE BANK
NO. [      ]	CUSIP NO.: [                  ]

[(1)

This Certificate is an interest-only certificate and is not entitled to payments of principal.]

[(1)

This Certificate is a principal-only certificate and is not entitled to payments of interest.]

GS MORTGAGE SECURITIES CORP., DEPOSITOR

MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2003-5F

CLASS [        ] CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund consisting of the entire beneficial ownership of a pool of certain fixed-rate, one- to four-family, first lien Mortgage Loans formed and sold by

GS MORTGAGE SECURITIES CORP.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR AFFILIATES.

THIS CERTIFIES THAT:

CEDE & CO.

is the registered owner of the Percentage Interest evidenced by this Certificate in the Class [    ] Certificates (the “Class [      ] Certificates”) issued pursuant to a trust agreement, dated as specified above (the “Trust Agreement”), between GS Mortgage Securities Corp., as Depositor (hereinafter the “Depositor,” which term includes any successor entity under the Trust Agreement) and JPMorgan Chase Bank, as Trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter.  The Trust Fund consists primarily of a pool of Mortgage Loans.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement and also is subject to certain terms and conditions set forth in (i) the Assignment, Assumpti on and Recognition Agreement, dated as of May 1, 2003 among the Depositor, the Trustee and Wells Fargo Home Mortgage, Inc. (the “Wells Fargo AAR”), (ii) the Assignment, Assumption and Recognition Agreement, dated as of May 1, 2003, among the Depositor, the Trustee and ABN AMRO Mortgage Group, Inc. (the “ABN AMRO AAR,” and together with the Wells Fargo AAR, the “Assignment Agreements”), and (iii) the related documents assigned pursuant thereto  to which the Holder of this Certificate, by virtue of the acceptance hereof, assents and by which such Certificateholder is bound.

Distributions of [principal of and interest] [principal] [interest] on this Certificate (including the final distribution on this Certificate) will be made out of the related Available Distribution Amount, to the extent and subject to the limitations set forth in the Trust Agreement, on the 25th day of each month, or if such day is not a Business Day, the next succeeding Business Day, beginning in June 2003 (each, a “Distribution Date”), commencing on the first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on (i) the last Business Day of the month immediately preceding the month of such distribution, in the case of all Classes of Certificates other than the Class IA-3, Class IA-4, Class IIA-3 and Class IIA-4 Certificates or (ii) the Business Day immediately preceding the Distribution Da te, in the case of the Class IA-3, Class IA-4, Class IIA-3 and Class IIA-4 Certificates (the “Record Date”).  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

[Principal of and interest on this Certificate will be paid in accordance with the terms of the Trust Agreement, the Assignment Agreements and the related documents assigned pursuant thereto.  Principal and interest allocated to this Certificate on any Distribution Date will be an amount equal to this Certificate’s Percentage Interest of the Available Distribution Amount to be distributed on this Class of Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Trust Agreement.]

[This Certificate will not be entitled to any distribution of principal.  Distributions of interest on this Certificate will be paid in accordance with the terms of the Trust Agreement, the Assignment Agreements and the related documents assigned pursuant thereto.  Interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s Percentage Interest of the Available Distribution Amount to be distributed on this Class of Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Trust Agreement.]

[Principal of this Certificate will be paid in accordance with the terms of the Trust Agreement, the Assignment Agreements and the related documents assigned pursuant thereto.  Principal allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s Percentage Interest of the Available Distribution Amount to be distributed on this Class of Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Trust Agreement.]

This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Pass-Through Certificates, Series 2003-5F (herein called the “Certificates”), and representing a Percentage Interest in the Class of Certificates specified on the face hereof equal to the quotient, expressed as a percentage, obtained by dividing the denomination of this Certificate specified on the face hereof by the aggregate [Certificate Balance] [Notional Amount] of all the Class [      ] Certificates.  The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.

Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated among the Classes of Certificates on the applicable Distribution Date in the manner set forth in the Trust Agreement.  To the extent provided in the Trust Agreement, with respect to Realized Losses and interest shortfalls, the Subordinate Certificates will be subordinated to the other Classes of Certificates and each of the Subordinate Certificates will be subordinated to each of the other Subordinate Certificates with a lower numerical class designation, if any.  All Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class, as described in the Trust Agreement.

The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement.  As provided in the Trust Agreement, withdrawals from the Collection Account, the Certificate Account and related accounts shall be made from time to time for purposes other than distributions to Holders, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust Fund.

All distributions or allocations made with respect to each Class on any Distribution Date shall be allocated in accordance with the Trust Agreement.  Payment shall be made either (1) by check mailed to the address of each Certificateholder as it appears in the Certificate Register on the Record Date immediately prior to such Distribution Date or (2) by wire transfer of immediately available funds to the account of a Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Custodian in writing by the Record Date immediately prior to such Distribution Date and such Certificateholders is the registered owner of Regular Certificates with an initial Certificate Balance of at least $1,000,000.  The Custodian may charge the Certificateholder a fee for any payment made by wire transfer.  Final distribution on the Certificates will be made only upon surrender of the Certificates at the offices of the Certificate Registrar set forth in the notice of such final distribution.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor, the Trustee and the Custodian and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor, the Trustee and the Custodian with the consent of the Certificateholders entitled to at least 66% of the Voting Rights.  Any such consent by the Holder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate.  The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholders .

The Certificates are issuable in fully registered form only, without coupons, in denominations specified in the Trust Agreement.  As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Depository or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Custodian or such other offices or agencies appointed by the Custodian for that purpose and such other locations provided in the Trust Agreement, duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Custodian and the Certificate Registrar duly executed by the Certificateholder hereof, or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate Certificate Balance will be issued to the designated transferee or transferees.

As provided in the Trust Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the same Class in the same denomination.  No service charge will be made for any such registration of transfer or exchange, but the Custodian may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

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

The obligations created by the Trust Agreement will terminate upon payment to the Certificateholders of all amounts held in the Collection Account and the Certificate Account required to be paid to the Certificateholders pursuant to the Trust Agreement, following the earlier of: (i) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property acquired upon foreclosure of any such Mortgage Loan and (ii) the repurchase of all the assets of the Trust Fund by the Servicer specified in the Trust Agreement, when the aggregate Scheduled Principal Balance of the Mortgage Loans equals 1% or less of the aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.  Written notice of termination will be given to each Certificateholder, and the final distribution will be made only upon surrender and cancellation of the Certificates at an office or agency appointed by the Custodian which will be specified in the notice of termination.

Any such repurchase of Mortgage Loans and property acquired in respect of the Mortgage Loans shall be made at a price equal to the greater of (a) the sum of (i) 100% of the aggregate outstanding principal balance of the Mortgage Loans, plus accrued interest at the applicable mortgage interest rates and the amount of outstanding Servicing Advances on such mortgage loans through the Due Date preceding the date of repurchase and (ii) the fair market value of all other property in the Trust Fund and (b) the fair market value of the mortgage loans and all other property remaining in the Trust Fund.

Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.

The Custodian has executed this Certificate on behalf of the Trust as Custodian under the Trust Agreement, and the Custodian shall be liable hereunder only in respect of the assets of the Trust Fund.

Capitalized terms used herein and not defined herein shall have the meaning given them in the Trust Agreement.

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

Dated: May ____, 2003

JPMORGAN CHASE BANK,

as Custodian

By:                                                            

AUTHORIZED OFFICER

CERTIFICATE OF AUTHENTICATION

THIS IS ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED TRUST AGREEMENT.

JPMORGAN CHASE BANK,

as Certificate Registrar

By:                                                              

AUTHORIZED OFFICER

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM-as tenants in common	UNIF GIFT MIN ACT – Custodian                 (Cust) (Minor)
TEN ENT -as tenants by the entireties
JT T EN- as joint tenants with rights of survivorship and not as Tenants in Common	Under Uniform Gifts to Minors Act                 (State)

Additional abbreviations may also be used though not in the above list.

FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                                                                                            

PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER OF ASSIGNEE                                                        

(Please print or typewrite name and address of assignee)

the within Certificate and does hereby irrevocably constitute and appoint                                        (Attorney) to transfer the said Certificate in the Certificate Register of the within-named Trust, with full power of substitution in the premises.

Dated:                                                                                                                                          

NOTICE: The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.

SIGNATURE GUARANTEED: The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange for another national Certificates exchange. Notarized or witnessed signatures are not acceptable.

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distribution shall be made, by wire transfer or otherwise, in immediately available funds, to                                     , for the account of                                     , account number                                     , or if mailed by check to         & nbsp;                           . Applicable reports and statements should be mailed to                                     . This information is provided by                                     , the assignee named above, or                                     , as agent.