Common use of Principal Prepayments and Liquidation Clause in Contracts

Principal Prepayments and Liquidation. Proceeds and all proceeds of any Contracts or property acquired in respect thereof repurchased pursuant to Sections 2.02, 2.04, 2.05 and 9.01 of the Agreement received during the month of distribution and all related payments of interest representing interest for the month of distribution or any portion thereof; (c) payments, other than Principal Prepayments, that represent early receipt of scheduled payments of principal and interest due on or after the first day of the month of distribution; (d) late payments of principal or interest in respect of which there are any unreimbursed Monthly Advances; (e) amounts representing reimbursement for certain losses and expenses, all as described in the Agreement; (f) that portion of each payment of interest on each Contract in excess of interest at the Pass-Through Rate set forth above on the unpaid principal balance of such Contract outstanding for the period for which such payment was received; and (g) to the extent specified in the Agreement, that portion of the Liquidation Proceeds of Contracts in excess of the unpaid principal balances thereof and unpaid interest thereon; and (ii) the Monthly Advance, if any, made by the Master Servicer for the related period. For the purposes hereof, amounts received by the Master Servicer in connection with the liquidation of Contracts through repossession, sale or otherwise shall be deemed to be payments on account of principal of Contacts. Distributions on this Certificate will be made by the Master Servicer by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if eligible for wire transfer as set forth in Section [1.15] of the Agreement, by wire transfer in immediately available funds or by such other means of payment as the Holder hereof and the Master Servicer shall agree upon. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made, in the applicable manner described above, after due notice by the Master Servicer of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. As provided in the Agreement, deductions and withdrawals from the Certificate Account may be made by the Master Servicer from time to time for purposes other than distributions to the Certificateholders, such purposes including payment of the Retained Yield and Administrative Fee to the Depositor and reimbursement to the Master Servicer of Monthly Advances and of certain expenses incurred by it. The Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Servicer, the Depositor and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66% of the Voting Rights of all the Certificates; provided, however, that no such amendment may, without the consent of the Holders of all Certificates then outstanding: (i) reduce in any manner the amount of, delay the timing of or change the manner in which payments received on Contracts are required to be distributed in respect of any Certificate, or (ii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any such amendments. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the Master Servicer, the Depositor and the Trustee to amend certain terms and conditions set forth in the Agreement without the consent of Holders of the Certificates issued thereunder. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable on the Certificate Register maintained by the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained for that purpose by the Trustee in New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in a form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations and for the same aggregate Denomination and undivided interest will be issued to the designated transferee or transferees. The Certificates are issuable only in registered form in minimum Denominations of $_______, and integral multiples of $____ in excess thereof, and one Certificate may be issued in such Denomination as may be necessary to represent the remainder of the aggregate Principal Balance of the Contracts on the Cut-off Date. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates of authorized Denominations evidencing a like aggregate undivided interest, as requested by the Holder surrendering the same. No service charge will be made for such registrations, transfers or exchanges, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Master Servicer, the Certificate Registrar and the Trustee and any agent of the Master Servicer, the Certificate Registrar or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Master Servicer, the Certificate Registrar nor the Trustee nor any such agent thereof shall be affected by notice to the contrary. (a) the repurchase by the [Depositor] from the Trust Fund of all Contracts remaining In the Trust Fund and all property acquired with respect thereto and (b) the later of: (i) the maturity or other liquidation of the last Contract subject thereto and the disposition of all property acquired upon repossession and (ii) the distribution to Certificateholders of all amounts in the Certificate Account required to be distributed to them pursuant to the Agreement. Any such purchase by the [Depositor] will be made at a price equal to the aggregate outstanding Principal Balance of the Contracts as of the date of repurchase, together with accrued and unpaid interest thereon at the Pass- Through Rate to the last day of the month of such repurchase, plus the appraised value of any property acquired in respect thereof. The Agreement permits, but does not require, the [Depositor] to make such purchase on any Distribution Date, subject to the condition that the aggregate Principal Balance of the Contracts at the time of purchase is less than __% of the aggregate Principal Balance of the Contracts on the Cut-off Date. The exercise of such right will effect early retirement of the Certificates.

Principal Prepayments and Liquidation. Proceeds and all proceeds of any Contracts or property acquired in respect thereof repurchased pursuant to Sections [2.02, 2.04, 2.05 2.08 and 9.01 9.01] of the Agreement received during the month of distribution and all related payments of interest representing interest for the month of distribution or any portion thereof; (c) payments, other than Principal Prepayments, that represent early receipt of scheduled payments of principal and interest due on or after the first day of the month of distribution; (d) late payments of principal or interest in respect of which there are any unreimbursed Monthly Advances; (e) amounts representing reimbursement for certain losses and expenses, all as described in the Agreement; (f) that portion of each payment of interest on each Contract in excess of interest at the Pass-Through Rate set forth above on the unpaid principal balance of such Contract outstanding for the period for which such payment was received; and (g) to the extent specified in the Agreement, that portion of the Liquidation Proceeds of Contracts in excess of the unpaid principal balances thereof and unpaid interest thereon; and (ii) the Monthly Advance, if any, made by the Master Servicer for the related period. For the purposes hereof, amounts received by the Master Servicer in connection with the liquidation of Contracts through repossession, sale sale, deed in lieu of foreclosure or otherwise shall be deemed to be payments on account of principal of ContactsContracts. Any amount in the Certificate Account after the Required Distribution is made to the Class A Certificateholders will be paid to the Holders of the Class B Certificates. [All distributions of principal allocable to Class B Certificateholders and not distributed to Class A Certificateholders pursuant to the foregoing provisions hereof will be paid into the Reserve Fund until the Reserve Fund has reached the Required Reserve, as defined in the Agreement, and thereafter will be paid to the Class B Certificateholders except for any amounts of principal required to be paid into the Reserve Fund to restore it to the Required Reserve. The interests of the Class B Certificateholders in amounts so deposited in the Reserve Fund, to the extent described below, are pledged to secure the obligations of the Class B Certificateholders as described in the Agreement and such amounts are available for distribution to the Class A Certificateholders in the manner described above. The subordination of distributions allocable to Class B Certificateholders is limited to the Subordinated Amount, as defined in the Agreement, that decreases over time as described in the Agreement and such subordination applies only to the extent set forth herein and in the Agreement. Distributions on this Certificate will be made by the Master Servicer by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if eligible for wire transfer as set forth in Section [1.1511.15] of the Agreement, by wire transfer in immediately available funds or by such other means of payment as the Holder hereof and the Master Servicer shall agree upon. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made, in the applicable manner described above, after due notice by the Master Servicer of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. As provided in the Agreement, deductions and withdrawals from the Certificate Account may be made by the Master Servicer from time to time for purposes other than distributions to the Certificateholders, such purposes including payment of the Retained Yield and Administrative Fee to the Depositor and reimbursement to the Master Servicer of Monthly Advances and of certain expenses incurred by it. The Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Servicer, the Depositor and the Trustee and the rights of the Certificateholders Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66___% of the aggregate Voting Rights of all the Certificateseach Class of Certificates affected thereby; provided, however, that no such amendment may, without the consent of the Holders of all Certificates then outstanding: evidencing 100% of the Voting Rights of each Class affected thereby, (i) reduce in any manner the amount of, delay the timing of or change the manner in which payments received on Contracts the contracts are required to be distributed in respect of any Certificate, Certificate of such Class or (ii) reduce the aforesaid percentages percentage of CertificatesCertificates of each Class, the Holders of which are required to consent to any such amendments. Any such consent by the Holder of this Certificate shall be conclusive and binding on upon such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the Master ServicerDepositor, the Depositor Master Servicer and the Trustee to amend certain terms and conditions set forth in the Agreement without the consent of Holders of the Certificates issued thereunder. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable on the Certificate Register maintained by the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained for that purpose by the Trustee in New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in a form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Class A-___ Certificates of authorized denominations and for the same aggregate Denomination and undivided interest Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only in registered form in minimum Denominations of $_______, and integral multiples of $__________ in excess thereof, and one Certificate may be issued in such Denomination as may be necessary to represent the remainder of the aggregate Principal Balance of the Contracts on the Cut-off Date. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Class A-___ Certificates of authorized Denominations evidencing a like aggregate undivided interestDenomination and Percentage Interest, as requested by the Holder surrendering the same. As further provided in the Agreement, like Percentage Interests of Class A-1 Certificates and Class A-2 Certificates may be exchanged for one or more Whole Class A Certificates having an Undivided Interest determined by the matching Percentage Interests of the Class A-1 Certificates and Class A-2 Certificates so exchanged, upon surrender of such Certificates to be exchanged. No service charge will be made for such registrations, transfers or exchanges, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Master Servicer, the Certificate Registrar and the Trustee and any agent of the Master Servicer, the Certificate Registrar or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Master Servicer, the Certificate Registrar nor the Trustee nor any such agent thereof shall be affected by notice to the contrary. . The obligations created by the Agreement and the Trust Fund created thereby (other than the obligation of the Master Servicer to provide for payments to Certificateholders pursuant to the Agreement) shall terminate upon the earlier of (a) the repurchase by the [Depositor] Depositor from the Trust Fund of all Contracts remaining In in the Trust Fund and all property acquired with respect thereto and (b) the later of: of (i) the maturity or other liquidation of the last Contract subject thereto and the disposition of all property acquired upon repossession and (ii) the distribution to Certificateholders of all amounts in the Certificate Account required to be distributed to them pursuant to the Agreement. Any such purchase by the [Depositor] will be made at a price equal to the aggregate outstanding Principal Balance in accordance with Article [ ] of the Contracts as of the date of repurchase, together with accrued and unpaid interest thereon at the Pass- Through Rate to the last day of the month of such repurchase, plus the appraised value of any property acquired in respect thereof. The Agreement permits, but does not require, the [Depositor] to make such purchase on any Distribution Date, subject to the condition that the aggregate Principal Balance of the Contracts at the time of purchase is less than __% of the aggregate Principal Balance of the Contracts on the Cut-off DateAgreement. The exercise of such right will effect early retirement of the Certificates.. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)unto: _______________________________________________________________________________

Principal Prepayments and Liquidation. Proceeds and all proceeds of any Contracts or property acquired in respect thereof repurchased pursuant to Sections 2.02, 2.04, 2.05 2.08 and 9.01 of the Agreement received during the month of distribution and all related payments of interest representing interest for the month of distribution or any portion thereof; (c) payments, other than Principal Prepayments, that represent early receipt of scheduled payments of principal and interest due on or after the first day of the month of distribution; (d) late payments of principal or interest in respect of which there are any unreimbursed Monthly Advances; (e) amounts representing reimbursement for certain losses and expenses, all as described in the Agreement; (f) that portion of each payment of interest on each Contract in excess of interest at the Pass-Through Rate set forth above on the unpaid principal balance of such Contract outstanding for the period for which such payment was received; and (g) to the extent specified in the Agreement, that portion of the Liquidation Proceeds of Contracts in excess of the unpaid principal balances thereof and unpaid interest thereon; and (ii) the Monthly Advance, if any, made by the Master Servicer for the related period. For the purposes hereof, amounts received by the Master Servicer in connection with the liquidation of Contracts through repossession, sale or otherwise shall be deemed to be payments on account of principal of ContactsContracts. As provided in the Pooling and Servicing Agreement, distributions otherwise payable to the Holders of the Class B Certificates are subordinated to the rights of the Class A Certificateholders to receive amounts due them to the extent of the Subordinated Amount as defined in the Agreement. To the extent such distributions otherwise payable to the Holders of the Class B Certificates on any Distribution Date are not needed to cover any shortage with respect to the Class A Certificates, the portion of such distributions representing principal on the Contracts shall be deposited in the Reserve Fund established pursuant to Section [ ] of the Agreement to permit the Reserve Fund to attain and maintain the Required Reserve as specified in the Agreement, and may be released to the Holders of the Class B Certificates, if at all, only in accordance with the provisions of the Agreement. Holders of Class B Certificates are not required to refund any amounts that have previously been properly distributed to them. Distributions on this Certificate will be made by the Master Servicer by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if eligible for wire transfer as set forth in Section [1.1511.15] of the Agreement, by wire transfer in immediately available funds or by such other means of payment as the Holder hereof and the Master Servicer shall agree upon. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made, in the applicable manner described above, after due notice by the Master Servicer of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. As provided in the Agreement, deductions and withdrawals from the Certificate Account may be made by the Master Servicer from time to time for purposes other than distributions to the Certificateholders, such purposes including payment of the Retained Yield and Administrative Fee to the Depositor and reimbursement to the Master Servicer of Monthly Advances and of certain expenses incurred by it. The Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Servicer, the Depositor and the Trustee and the rights of the Certificateholders Holders of Certificates under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66__% of the aggregate Voting Rights of all the Certificateseach Class of Certificates affected thereby; provided, however, that no such amendment may, without the consent of the Holders of all Certificates then outstanding: evidencing __% of the Voting Rights of each Class affected thereby, (i) reduce in any manner the amount of, delay the timing of or change the manner in which payments received on Contracts are required to be distributed in respect of any CertificateCertificate of such Class, or (ii) reduce the aforesaid percentages of CertificatesCertificates of each Class, the Holders of which are required to consent to any such amendments. Any such consent by the Holder of this Certificate shall be conclusive and binding on upon such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the Master ServicerDepositor, the Depositor Master Servicer and the Trustee to amend certain terms and conditions set forth in the Agreement without the consent of Holders of the Certificates issued thereunder. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable on the Certificate Register maintained by the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained for that purpose by the Trustee in New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in a form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Class B Certificates of authorized denominations and for the same aggregate Denomination and undivided interest will be issued to the designated transferee or transferees. [Additional restrictions to be set forth here] The Certificates are issuable only in registered form in minimum Denominations of $_______, _ and integral multiples of $____ in excess thereof, and one Certificate may be issued in such Denomination as may be necessary to represent the remainder of the aggregate Principal Balance of the Contracts on the Cut-off Date. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Class B Certificates of authorized Denominations denominations evidencing a like aggregate undivided interestDenomination and Undivided Interest, as requested by the Holder surrendering the same. No service charge will be made for such registrations, transfers or exchanges, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Master Servicer, the Certificate Registrar and the Trustee and any agent of the Master Servicer, the Certificate Registrar or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Master Servicer, the Certificate Registrar nor the Trustee nor any such agent thereof shall be affected by notice of the contrary. The obligations created by the Agreement and the Trust Fund created thereby (other than the obligation of the Master Servicer to provide for payments to Certificateholders pursuant to the contrary. Agreement) shall terminate upon the earlier of (a) the repurchase by the [Depositor] from the Trust Fund of all Contracts remaining In in the Trust Fund and all property acquired with respect thereto and (b) the later of: of (i) the maturity or other liquidation of the last Contract subject thereto and the disposition of all property acquired upon repossession and (ii) the distribution to Certificateholders of all amounts in the Certificate Account required to be distributed to them pursuant to the Agreement. Any such purchase by the [Depositor] will be made at a price equal to the aggregate outstanding Principal Balance in accordance with Article [XIV] of the Contracts as of the date of repurchase, together with accrued and unpaid interest thereon at the Pass- Through Rate to the last day of the month of such repurchase, plus the appraised value of any property acquired in respect thereof. The Agreement permits, but does not require, the [Depositor] to make such purchase on any Distribution Date, subject to the condition that the aggregate Principal Balance of the Contracts at the time of purchase is less than __% of the aggregate Principal Balance of the Contracts on the Cut-off DateAgreement. The exercise of such right will effect early retirement of the Certificates.. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)unto: _______________________________________________________________________________

Principal Prepayments and Liquidation. Proceeds and all proceeds of any Contracts or property acquired in respect thereof repurchased pursuant to Sections [2.02, 2.04, 2.05 2.08 and 9.01 9.01] of the Agreement received during the month of distribution and all related payments of interest representing interest for the month of distribution or any portion thereof; (c) payments, other than Principal Prepayments, that represent early receipt of scheduled payments of principal and interest due on or after the first day of the month of distribution; (d) late payments of principal or interest in respect of which there are any unreimbursed Monthly Advances; (e) amounts representing reimbursement for certain losses and expenses, all as described in the Agreement; (f) that portion of each payment of interest on each Contract in excess of interest at the Pass-Through Rate set forth above on the unpaid principal balance of such Contract outstanding for the period for which such payment was received; and (g) to the extent specified in the Agreement, that portion of the Liquidation Proceeds of Contracts in excess of the unpaid principal balances thereof and unpaid interest thereon; and (ii) the Monthly Advance, if any, made by the Master Servicer for the related period. For the purposes hereof, amounts received by the Master Servicer in connection with the liquidation of Contracts through repossession, sale sale, deed in lieu of foreclosure or otherwise shall be deemed to be payments on account of principal of ContactsContracts. Any amount in the Certificate Account after the Required Distribution is made to the Class A Certificateholders will be paid to the Holders of the Class B Certificates. [All distributions of principal allocable to Class B Certificateholders and not distributed to Class A Certificateholders pursuant to the foregoing provisions hereof will be paid into the Reserve Fund until the Reserve Fund has reached the Required Reserve, as defined in the Agreement, and thereafter will be paid to the Class B Certificateholders except for any amounts of principal required to be paid into the Reserve Fund to restore it to the Required Reserve. The interests of the Class B Certificateholders in amounts so deposited in the Reserve Fund, to the extent described below, are pledged to secure the obligations of the Class B Certificateholders as described in the Agreement and such amounts are available for distribution to the Class A Certificateholders in the manner described above. The subordination of distributions allocable to Class B Certificateholders is limited to the Subordinated Amount, as defined in the Agreement, that decreases over time as described in the Agreement and such subordination applies only to the extent set forth herein and in the Agreement. Distributions on this Certificate will be made by the Master Servicer by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if eligible for wire transfer as set forth in Section [1.15] of the Agreement, by wire transfer in immediately available funds or by such other means of payment as the Holder hereof and the Master Servicer shall agree upon. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made, in the applicable manner described above, after due notice by the Master Servicer of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. As provided in the Agreement, deductions and withdrawals from the Certificate Account may be made by the Master Servicer from time to time for purposes other than distributions to the Certificateholders, such purposes including payment of the Retained Yield and Administrative Fee to the Depositor and reimbursement to the Master Servicer of Monthly Advances and of certain expenses incurred by it. The Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Servicer, the Depositor and the Trustee and the rights of the Certificateholders Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66___% of the aggregate Voting Rights of all the Certificateseach Class of Certificates affected thereby; provided, however, that no such amendment may, without the consent of the Holders of all Certificates then outstanding: evidencing 100% of the Voting Rights of each Class affected thereby, (i) reduce in any manner the amount of, delay the timing of or change the manner in which payments received on Contracts the contracts are required to be distributed in respect of any Certificate, Certificate of such Class or (ii) reduce the aforesaid percentages percentage of CertificatesCertificates of each Class, the Holders of which are required to consent to any such amendments. Any such consent by the Holder of this Certificate shall be conclusive and binding on upon such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the Master ServicerDepositor, the Depositor Master Servicer and the Trustee to amend certain terms and conditions set forth in the Agreement without the consent of Holders of the Certificates issued thereunder. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable on the Certificate Register maintained by the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained for that purpose by the Trustee in New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in a form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Class A-___ Certificates of authorized denominations and for the same aggregate Denomination and undivided interest Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only in registered form in minimum Denominations of $_______, and integral multiples of $__________ in excess thereof, and one Certificate may be issued in such Denomination as may be necessary to represent the remainder of the aggregate Principal Balance of the Contracts on the Cut-off Date. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Class A-___ Certificates of authorized Denominations evidencing a like aggregate undivided interestDenomination and Percentage Interest, as requested by the Holder surrendering the same. As further provided in the Agreement, like Percentage Interests of Class A-1 Certificates and Class A-2 Certificates may be exchanged for one or more Whole Class A Certificates having an Undivided Interest determined by the matching Percentage Interests of the Class A-1 Certificates and Class A-2 Certificates so exchanged, upon surrender of such Certificates to be exchanged. No service charge will be made for such registrations, transfers or exchanges, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Master Servicer, the Certificate Registrar and the Trustee and any agent of the Master Servicer, the Certificate Registrar or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Master Servicer, the Certificate Registrar nor the Trustee nor any such agent thereof shall be affected by notice to the contrary. . The obligations created by the Agreement and the Trust Fund created thereby (other than the obligation of the Master Servicer to provide for payments to Certificateholders pursuant to the Agreement) shall terminate upon the earlier of (a) the repurchase by the [Depositor] Depositor from the Trust Fund of all Contracts remaining In in the Trust Fund and all property acquired with respect thereto and (b) the later of: of (i) the maturity or other liquidation of the last Contract subject thereto and the disposition of all property acquired upon repossession and (ii) the distribution to Certificateholders of all amounts in the Certificate Account required to be distributed to them pursuant to the Agreement. Any such purchase by the [Depositor] will be made at a price equal to the aggregate outstanding Principal Balance in accordance with Article [ ] of the Contracts as of the date of repurchase, together with accrued and unpaid interest thereon at the Pass- Through Rate to the last day of the month of such repurchase, plus the appraised value of any property acquired in respect thereof. The Agreement permits, but does not require, the [Depositor] to make such purchase on any Distribution Date, subject to the condition that the aggregate Principal Balance of the Contracts at the time of purchase is less than __% of the aggregate Principal Balance of the Contracts on the Cut-off DateAgreement. The exercise of such right will effect early retirement of the Certificates. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address, including postal zip code, or assignee) the Percentage Interest in each Class A-___ Distribution Amount evidenced by the within Certificate and hereby authorize(s) the transfer of registration of such interest to the assignee on the Certificate Register. I (we) further direct the Trustee to issue a new Certificate of a like Denomination and Percentage Interest to the above named assignee and to deliver such Certificate to the following address:________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Dated:___________________ _______________________________________ Signature by or on behalf of Assignee or Other Assignee Tax Identification No. of assignor (signature must be signed as registered): ________________________ ___________________________________ Signature Guaranteed The assignee should include the following for the information of the Master Servicer: Distribution shall be mailed by check to ___________ or, if made by wire transfer in immediately available funds to ____________________________________________________________________ the account of _______________________________________________, account number _____________. This information is provided by ______________, the assignee named above, or its agent. EXHIBIT B [Form of Face of Class B Certificate] [THE OFFERING AND SALE OF THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE ON THE EXEMPTIONS PROVIDED IN SECTIONS 4(2) AND 4(5) OF SUCH ACT. ANY RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MUST BE MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN APPLICABLE EXEMPTION UNDER SUCH ACT, AND ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.] [LEGEND INSERT FOR REMIC RESIDUAL TRANSFER RESTRICTIONS] CONDUIT MANUFACTURED HOUSING CONTRACT PASS-THROUGH CERTIFICATES CLASS B, SERIES _____ evidencing an undivided interest in a trust fund consisting of certain manufactured housing conditional sales contracts and installment loan agreements transferred by [ ] -------------------------------------- THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF [ ] OR OF ANY OF ITS AFFILIATES EXCEPT AS SET FORTH HEREIN AND IN THE AGREEMENT. [The following information is provided solely for purposes of applying federal income tax original issue discount ("OID") rules to this instrument: OID:____________ ISSUE DATE:______________, 200__ YIELD (ASSUMING NO REPAYMENTS):_________% SHORT ACCRUAL PERIOD YIELD COMPUTATION: EXACT OID ALLOCABLE TO SHORT ACCRUAL PERIOD:_________% CUSIP: ______________ ISSUE PRICE: ______________%] Denomination $_________________ First Distribution Final Scheduled Date: _______, 200__ Distribution Date: __________ THIS CERTIFIES THAT ______________ is the registered owner of the Undivided Interest obtained by dividing the Denomination set forth above by the aggregate of the Principal Balances of the Contracts included in the Trust Fund on the Cut-off Date, as defined below, in the Trust Fund referred to below consisting of certain manufactured housing conditional sales contracts and installment loan agreements (the "Contracts") sold to the Trust by [ ] (the "Depositor"), exclusive of a portion of the interest payable on each Contract the ownership of which has been retained by the Depositor (the "Retained Yield"), and certain related property transferred to the Trust by the Depositor. The Trust Fund was created pursuant to the Standard Terms and Provisions of Pooling and Servicing dated of ______________, 200___ (the "Standard Terms") and the Reference Agreement dated as of _____________, 200__ (the "Reference Agreement" and, together with the Standard Terms, the Agreement") each among the Depositor, _______________________________________, as master servicer (the "Master Servicer") and _________________________, as trustee (the "Trustee," which term includes any successor entity under the Agreement), a summary of certain of the pertinent provisions of which is set forth herein below. The aggregate Principal Balance of the Contracts included in the Trust Funds as of _______, 200__ (the "Cut-off Date"), exclusive of payments due on or before such date, was $_________. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate and the Agreement set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as though fully set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid or obligatory for any purpose.

Principal Prepayments and Liquidation. Proceeds and all proceeds of any Contracts or property acquired in respect thereof repurchased pursuant to Sections 2.02, 2.04, 2.05 and 9.01 of the Agreement received during the month of distribution and all related payments of interest representing interest for the month of distribution or any portion thereof; (c) payments, other than Principal Prepayments, that represent early receipt of scheduled payments of principal and interest due on or after the first day of the month of distribution; (d) late payments of principal or interest in respect of which there are any unreimbursed Monthly Advances; (e) amounts representing reimbursement for certain losses and expenses, all as described in the Agreement; (f) that portion of each payment of interest on each Contract in excess of interest at the Pass-Through Rate set forth above on the unpaid principal balance of such Contract outstanding for the period for which such payment was received; and (g) to the extent specified in the Agreement, that portion of the Liquidation Proceeds of Contracts in excess of the unpaid principal balances thereof and unpaid interest thereon; and (ii) the Monthly Advance, if any, made by the Master Servicer for the related period. For the purposes hereof, amounts received by the Master Servicer in connection with the liquidation of Contracts through repossession, sale or otherwise shall be deemed to be payments on account of principal of Contacts. Distributions on this Certificate will be made by the Master Servicer by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if eligible for wire transfer as set forth in Section [1.1511.15] of the Agreement, by wire transfer in immediately available funds or by such other means of payment as the Holder hereof and the Master Servicer shall agree upon. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made, in the applicable manner described above, after due notice by the Master Servicer of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. As provided in the Agreement, deductions and withdrawals from the Certificate Account may be made by the Master Servicer from time to time for purposes other than distributions to the Certificateholders, such purposes including payment of the Retained Yield and Administrative Fee to the Depositor and reimbursement to the Master Servicer of Monthly Advances and of certain expenses incurred by it. The Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Servicer, the Depositor and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66% of the Voting Rights of all the Certificates; provided, however, that no such amendment may, without the consent of the Holders of all Certificates then outstanding: , (i) reduce in any manner the amount of, delay the timing of or change the manner in which payments received on Contracts are required to be distributed in respect of any Certificate, or (ii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any such amendments. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the Master Servicer, the Depositor and the Trustee to amend certain terms and conditions set forth in the Agreement without the consent of Holders of the Certificates issued thereunder. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable on the Certificate Register maintained by the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained for that purpose by the Trustee in New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in a form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations denomina tions and for the same aggregate Denomination and undivided interest will be issued to the designated transferee or transferees. The Certificates are issuable only in registered form in minimum Denominations of $_______, and integral multiples of $____ in excess thereof, and one Certificate may be issued in such Denomination as may be necessary to represent the remainder of the aggregate Principal Balance of the Contracts on the Cut-off Date. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates of authorized Denominations evidencing a like aggregate undivided interest, as requested by the Holder surrendering the same. No service charge will be made for such registrations, transfers or exchanges, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Master Servicer, the Certificate Registrar and the Trustee and any agent of the Master Servicer, the Certificate Registrar or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Master Servicer, the Certificate Registrar nor the Trustee nor any such agent thereof shall be affected by notice to the contrary. . The obligations created by the Agreement and the Trust Fund created thereby (other than the obligation of the Master Servicer to provide for payments to Certificateholders pursuant to the Agreement) shall terminate upon the earlier of (a) the repurchase by the [Depositor] from the Trust Fund of all Contracts remaining In the Trust Fund and all property acquired with respect thereto and (b) the later of: of (i) the maturity or other liquidation of the last Contract subject thereto and the disposition of all property acquired upon repossession and (ii) the distribution to Certificateholders of all amounts in the Certificate Account required to be distributed to them pursuant to the Agreement. Any such purchase by the [Depositor] will be made at a price equal to the aggregate outstanding Principal Balance of the Contracts as of the date of repurchase, together with accrued and unpaid interest thereon at the Pass- Through Rate to the last day of the month of such repurchase, plus the appraised value of any property acquired in respect thereof. The Agreement permits, but does not require, the [Depositor] to make such purchase on any Distribution Date, subject to the condition that the aggregate Principal Balance of the Contracts at the time of purchase is less than __% of the aggregate Principal Balance of the Contracts on the Cut-off Date. The exercise of such right will effect early retirement of the Certificates.. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. ASSIGNMENT ---------- FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto _____________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Please print or typewrite name and address, including postal zip code, or assignee) the undivided interest in the Trust Fund evidenced by the within Certificate and hereby authorize(s) the transfer of registration of such interest to the assignee on the Certificate Register. I (we) further direct the Trustee to issue a new Certificate of a like Denomination and undivided interest in the Trust Fund to the above names assignee and to deliver such Certificate to the following address: ______________________________________________________________________________ ______________________________________________________________________________ Dated: _________ Social Security or _________________________________ other Tax Identifi- Signature by or on behalf of assignor cation No. of Assignee: (signature must be signed as registered) _________________________ ______________________________ Signature Guaranteed

Principal Prepayments and Liquidation. Proceeds and all proceeds of any Contracts Mortgage Loans or property acquired in respect thereof repurchased pursuant to Sections 2.02, 2.04, 2.05 and 9.01 of the Agreement received during the month of distribution and all related payments of interest representing interest for the month of distribution or any portion thereof; (c) payments, other than Principal Prepayments, that represent early receipt of scheduled payments of principal and interest due on or after the first day of the month of distribution; (d) late payments of principal or interest in respect of respecting which there are any unreimbursed Monthly Advances; (e) amounts representing reimbursement for certain losses and expenses, all as described in the Agreement; (f) that portion of each payment of interest on each Contract Mortgage Loan in excess of interest at the Pass-Through Rate set forth above on the unpaid principal balance of such Contract Mortgage Loan outstanding for the period for which such payment was received; and (g) to the extent specified in the Agreement, that portion of the Liquidation Proceeds of Contracts Mortgage Loans in excess of the unpaid principal balances thereof and unpaid interest thereon; and (ii) the Monthly Advance, if any, made by the Master Servicer for the related period. For the purposes hereof, amounts received by the Master Servicer in connection with the liquidation of Contracts Mortgage Loans through repossessionforeclosure, sale sale, deed in lieu of foreclosure or otherwise shall be deemed to be payments on account of principal of ContactsMortgage Loans. Distributions on this Certificate will be made by the Master Servicer by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if eligible for wire transfer as set forth in Section [1.15] 11.15 of the Agreement, by wire transfer in immediately available funds or by such other means of payment as the Holder hereof and the Master Servicer shall agree upon. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made, in the applicable manner described above, after due notice by the Master Servicer of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. As provided in the Agreement, deductions and withdrawals from the Certificate Account may be made by the Master Servicer from time to time for purposes other than distributions to the Certificateholders, such purposes including payment of the Retained Yield and Administrative Fee to the Depositor and reimbursement to the Master Servicer of Monthly Advances and of certain expenses incurred by it. The Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Servicer, the Depositor and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66% of the Voting Rights of all the Certificates; provided, however, that no such amendment may, without the consent of the Holders of all Certificates then outstanding: , (i) reduce in any manner the amount of, delay the timing of or change the manner in which payments received on Contracts Mortgage Loans are required to be distributed in respect of any Certificate, or (ii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any such amendments. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the Master Servicer, the Depositor and the Trustee to amend certain terms and conditions set forth in the Agreement without the consent of Holders of the Certificates issued thereunder. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable on the Certificate Register maintained by the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained for that purpose by the Trustee in New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in a form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations and for the same aggregate Denomination and undivided interest will be issued to the designated transferee or transferees. The Certificates are issuable only in registered form in minimum Denominations of $_______, _____________ and integral multiples of $____________________ in excess thereof, and one Certificate may be issued in such Denomination as may be necessary to represent the remainder of the aggregate Principal Balance of the Contracts on Mortgage Loans an the Cut-off Date. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates of authorized Denominations evidencing a like aggregate undivided interest, as requested by the Holder surrendering the same. No service charge will be made for such registrations, transfers or exchanges, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Master Servicer, the Certificate Registrar and the Trustee and any agent of the Master Servicer, the Certificate Registrar or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Master Servicer, the Certificate Registrar nor the Trustee nor any such agent thereof shall be affected by notice to the contrary. . The obligations created by the Agreement and the Trust Fund created thereby (other than the obligation of the Master Servicer to provide for payments to Certificateholders pursuant to the Agreement) shall terminate upon the earlier of (a) the repurchase by the [Depositor] Depositor from the Trust Fund of all Contracts Mortgage Loans remaining In in the Trust Fund and all property acquired Acquired with respect thereto and (b) the later of: of (i) the maturity or other liquidation of the last Contract Mortgage Loan subject thereto and the disposition of all property acquired upon repossession foreclosure or deed-in-lieu of foreclosure of any Mortgage Loans and (ii) the distribution to Certificateholders of all amounts in the Certificate Account required to be distributed to them pursuant to the Agreement. Any such purchase by the [Depositor] Depositor will be made at a price equal to the aggregate outstanding Principal Balance of the Contracts Mortgage Loans as of the date of repurchase, together with accrued and unpaid interest thereon at the Pass- Pass Through Rate to the last day of the month of such repurchase, plus the appraised value of any property acquired in respect thereof. The Agreement permits, but does not require, the [Depositor] Depositor to make such purchase on any Distribution Date, subject to the condition that the aggregate Principal Balance of the Contracts Mortgage Loans at the time of purchase is less than __% to [10%] of the aggregate Principal Princi pal Balance of the Contracts Mortgage Loans on the Cut-off Date. The exercise of such right will effect early retirement of the Certificates. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _________________________________________________________ ___________________________________________________________________ (Please print or typewrite name and address, including postal zip code, or assignee) the undivided interest in the Trust Fund evidenced by the within Certificate and hereby authorize(s) the transfer of registration of such interest to the assignee on the Certificate Register. I (we) further direct the Trustee to issue a new Certificate of a like Denomination and undivided interest in the Trust Fund to the above-named assignee and to deliver such Certificate to the following address: _______________________________________________________________________________ _______________________________________________________________________________ Dated:___________________ Social Security or other Tax Signature by or on behalf of assignor Identification No. of Assignee: (signature must be signed as registered) __________________________ _____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for the information of the Master Servicer: Distribution shall be made by wire transfer in immediately available funds to____________________________________________________________________________ __________________________________________________________________ the account of ___________________________________________________, account number __________________ or, if mailed by check, to _______________________. This information is provided by the assignee named above, or its agent. Schedule I MORTGAGE LOAN SCHEDULE (ix) a code indicating the number of units in the residential dwelling, (x) the Loan-to-Value Ratio at origination and (xi) the Retained Yield.] EXHIBIT B FORM OF CUSTODIAN INTERIM CERTIFICATION [date] [Trustee Name], as Trustee ______________________________ ______________________________ Attention:____________________ Re: Custodial Agreement dated as of [ ], 200[ ] by and among [Trustee Name], as Trustee, [ ], as Depositor, [Master Servicer Name], as Master Servicer and [Custodian Name], as Custodian, Goldman Sachs Asset Backed Xxxurities Corp. Conduit Mortgage Pass Through Certificates, Series [ ] Ladies and Gentlemen: In accordance with Section 2.3(b) of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: (i) all documents required to be included in the Mortgage File are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; and (iii) based or examination, and only as to such documents, the information set forth in the Mortgage Loan Schedule with respect to such Mortgage Loan is correct. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. __________________________ as Custodian By:________________________ Title:_____________________ EXHIBIT C FORM OF CUSTODIAN INTERIM CERTIFICATION [date] [Trustee Name], as Trustee _____________________________ _____________________________ Attention:____________________ Re: Custodial Agreement dated as of [ ], 200[ ] by and among [Trustee Name], as Trustee, [ ], as Depositor, [Master Servicer Name], as Master Servicer and [Custodian Name], as Custodian, Goldman Sachs Asset Backed Securities Corp. Conduit Mortgage Pass Through Certificates, Series [ ] Ladies and Gentlemen: In accordance with Section 2.3(b) of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that as to each Mortgage Loan listed in the Replacement Mortgage Loan Schedule it has reviewed the Mortgage File and the Replacement Mortgage Loan Schedule and has determined that: (i) all documents required to be included in the Mortgage File are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Replacement Mortgage Loan; and (iii) based on examination, and only as to such documents, the information set forth in the Replacement Mortgage Loan Schedule with respect to such Mortgage Loan is correct. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. __________________________ as Custodian By:________________________ Title:_____________________ EXHIBIT D FORM OF CUSTODIAL AGREEMENT CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"), dated as of [ ], 200[ ], by and among [TRUSTEE NAME], as trustee under the Pooling and Servicing Agreement referred to hereinbelow (the "Trustee"), [Goldman Sachs Asset Backed Securitxxx Xxxp.], x Delaware corporation, as depositor under the Pooling and Servicing Agreement (the "Depositor"), [MASTER SERVICER NAME], a [ ] corporation, as master servicer under the Pooling and Servicing Agreement (the "Master Servicer"), and [CUSTODIAN NAME], as custodian hereunder (the "Custodian").

Principal Prepayments and Liquidation. Proceeds and all proceeds of any Contracts Mortgage Loans or property acquired in respect thereof repurchased pursuant to Sections 2.02, 2.04, 2.05 and 9.01 of the Agreement received during the month of distribution and all related payments of interest representing interest for the month of distribution or any portion thereof; (c) payments, other than Principal Prepayments, that represent early receipt of scheduled payments of principal and interest due on or after the first day of the month of distribution; (d) late payments of principal or interest in respect of respecting which there are any unreimbursed Monthly Advances; (e) amounts representing reimbursement for certain losses and expenses, all as described in the Agreement; (f) that portion of each payment of interest on each Contract Mortgage Loan in excess of interest at the Pass-Through Rate set forth above on the unpaid principal balance of such Contract Mortgage Loan outstanding for the period for which such payment was received; and (g) to the extent specified in the Agreement, that portion of the Liquidation Proceeds of Contracts Mortgage Loans in excess of the unpaid principal balances thereof and unpaid interest thereon; and (ii) the Monthly Advance, if any, made by the Master Servicer for the related period. For the purposes hereof, amounts received by the Master Servicer in connection with the liquidation of Contracts Mortgage Loans through repossessionforeclosure, sale sale, deed in lieu of foreclosure or otherwise shall be deemed to be payments on account of principal of ContactsMortgage Loans. Distributions on this Certificate will be made by the Master Servicer by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if eligible for wire transfer as set forth in Section [1.15] 11.15 of the Agreement, by wire transfer in immediately available funds or by such other means of payment as the Holder hereof and the Master Servicer shall agree upon. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made, in the applicable manner described above, after due notice by the Master Servicer of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. As provided in the Agreement, deductions and withdrawals from the Certificate Account may be made by the Master Servicer from time to time for purposes other than distributions to the Certificateholders, such purposes including payment of the Retained Yield and Administrative Fee to the Depositor and reimbursement to the Master Servicer of Monthly Advances and of certain expenses incurred by it. The Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Servicer, the Depositor and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66% of the Voting Rights of all the Certificates; provided, however, that no such amendment may, without the consent of the Holders of all Certificates then outstanding: , (i) reduce in any manner the amount of, delay the timing of or change the manner in which payments received on Contracts Mortgage Loans are required to be distributed in respect of any Certificate, or (ii) reduce the aforesaid percentages of Certificates, the Holders of which are required to consent to any such amendments. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the Master Servicer, the Depositor and the Trustee to amend certain terms and conditions set forth in the Agreement without the consent of Holders of the Certificates issued thereunder. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable on the Certificate Register maintained by the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained for that purpose by the Trustee in New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in a form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations and for the same aggregate Denomination and undivided interest will be issued to the designated transferee or transferees. The Certificates are issuable only in registered form in minimum Denominations of $_______, _____________ and integral multiples of $____________________ in excess thereof, and one Certificate may be issued in such Denomination as may be necessary to represent the remainder of the aggregate Principal Balance of the Contracts on Mortgage Loans an the Cut-off Date. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates of authorized Denominations evidencing a like aggregate undivided interest, as requested by the Holder surrendering the same. No service charge will be made for such registrations, transfers or exchanges, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Master Servicer, the Certificate Registrar and the Trustee and any agent of the Master Servicer, the Certificate Registrar or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Master Servicer, the Certificate Registrar nor the Trustee nor any such agent thereof shall be affected by notice to the contrary. . The obligations created by the Agreement and the Trust Fund created thereby (other than the obligation of the Master Servicer to provide for payments to Certificateholders pursuant to the Agreement) shall terminate upon the earlier of (a) the repurchase by the [Depositor] Depositor from the Trust Fund of all Contracts Mortgage Loans remaining In in the Trust Fund and all property acquired Acquired with respect thereto and (b) the later of: of (i) the maturity or other liquidation of the last Contract Mortgage Loan subject thereto and the disposition of all property acquired upon repossession foreclosure or deed-in-lieu of foreclosure of any Mortgage Loans and (ii) the distribution to Certificateholders of all amounts in the Certificate Account required to be distributed to them pursuant to the Agreement. Any such purchase by the [Depositor] Depositor will be made at a price equal to the aggregate outstanding Principal Balance of the Contracts Mortgage Loans as of the date of repurchase, together with accrued and unpaid interest thereon at the Pass- Pass Through Rate to the last day of the month of such repurchase, plus the appraised value of any property acquired in respect thereof. The Agreement permits, but does not require, the [Depositor] Depositor to make such purchase on any Distribution Date, subject to the condition that the aggregate Principal Balance of the Contracts Mortgage Loans at the time of purchase is less than __% to [10%] of the aggregate Principal Princi pal Balance of the Contracts Mortgage Loans on the Cut-off Date. The exercise of such right will effect early retirement of the Certificates. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _________________________________________________________ ___________________________________________________________________ (Please print or typewrite name and address, including postal zip code, or assignee) the undivided interest in the Trust Fund evidenced by the within Certificate and hereby authorize(s) the transfer of registration of such interest to the assignee on the Certificate Register. I (we) further direct the Trustee to issue a new Certificate of a like Denomination and undivided interest in the Trust Fund to the above-named assignee and to deliver such Certificate to the following address: _______________________________________________________________________________ _______________________________________________________________________________ Dated:___________________ Social Security or other Tax Signature by or on behalf of assignor Identification No. of Assignee: (signature must be signed as registered) __________________________ _____________________________________ Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for the information of the Master Servicer: Distribution shall be made by wire transfer in immediately available funds to____________________________________________________________________________ __________________________________________________________________ the account of ___________________________________________________, account number __________________ or, if mailed by check, to _______________________. This information is provided by the assignee named above, or its agent. Schedule I MORTGAGE LOAN SCHEDULE (ix) a code indicating the number of units in the residential dwelling, (x) the Loan-to-Value Ratio at origination and (xi) the Retained Yield.] EXHIBIT B FORM OF CUSTODIAN INTERIM CERTIFICATION [date] [Trustee Name], as Trustee ______________________________ ______________________________ Attention:____________________ Re: Custodial Agreement dated as of [ ], 200[ ] by and among [Trustee Name], as Trustee, [ ], as Depositor, [Master Servicer Name], as Master Servicer and [Custodian Name], as Custodian, GS Mortgage Securities Corp. Conduit Mortgage Pass Through Certificates, Series [ ] Ladies and Gentlemen: In accordance with Section 2.3(b) of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule it has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined that: (i) all documents required to be included in the Mortgage File are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan; and (iii) based or examination, and only as to such documents, the information set forth in the Mortgage Loan Schedule with respect to such Mortgage Loan is correct. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. __________________________ as Custodian By:________________________ Title:_____________________ EXHIBIT C FORM OF CUSTODIAN INTERIM CERTIFICATION [date] [Trustee Name], as Trustee _____________________________ _____________________________ Attention:____________________ Re: Custodial Agreement dated as of [ ], 200[ ] by and among [Trustee Name], as Trustee, [ ], as Depositor, [Master Servicer Name], as Master Servicer and [Custodian Name], as Custodian, GS Mortgage Securities Corp. Conduit Mortgage Pass Through Certificates, Series [ ] Ladies and Gentlemen: In accordance with Section 2.3(b) of the above-captioned Custodial Agreement, the undersigned, as Custodian, hereby certifies that as to each Mortgage Loan listed in the Replacement Mortgage Loan Schedule it has reviewed the Mortgage File and the Replacement Mortgage Loan Schedule and has determined that: (i) all documents required to be included in the Mortgage File are in its possession; (ii) such documents have been reviewed by it and appear regular on their face and relate to such Replacement Mortgage Loan; and (iii) based on examination, and only as to such documents, the information set forth in the Replacement Mortgage Loan Schedule with respect to such Mortgage Loan is correct. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Custodial Agreement. __________________________ as Custodian By:________________________ Title:_____________________ EXHIBIT D FORM OF CUSTODIAL AGREEMENT CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"), dated as of [ ], 200[ ], by and among [TRUSTEE NAME], as trustee under the Pooling and Servicing Agreement referred to hereinbelow (the "Trustee"), [ ], a Delaware corporation, as depositor under the Pooling and Servicing Agreement (the "Depositor"), [MASTER SERVICER NAME], a [ ] corporation, as master servicer under the Pooling and Servicing Agreement (the "Master Servicer"), and [CUSTODIAN NAME], as custodian hereunder (the "Custodian").

Principal Prepayments and Liquidation. Proceeds and all proceeds of any Contracts or property acquired in respect thereof repurchased pursuant to Sections [2.02, 2.04, 2.05 2.08 and 9.01 9.01] of the Agreement received during the month of distribution and all related payments of interest representing interest for the month of distribution or any portion thereof; (c) payments, other than Principal Prepayments, that represent early receipt of scheduled payments of principal and interest due on or after the first day of the month of distribution; (d) late payments of principal or interest in respect of which there are any unreimbursed Monthly Advances; (e) amounts representing reimbursement for certain losses and expenses, all as described in the Agreement; (f) that portion of each payment of interest on each Contract in excess of interest at the Pass-Through Rate set forth above on the unpaid principal balance of such Contract outstanding for the period for which such payment was received; and (g) to the extent specified in the Agreement, that portion of the Liquidation Proceeds of Contracts in excess of the unpaid principal balances thereof and unpaid interest thereon; and (ii) the Monthly Advance, if any, made by the Master Servicer for the related period. For the purposes hereof, amounts received by the Master Servicer in connection with the liquidation of Contracts through repossession, sale sale, deed in lieu of foreclosure or otherwise shall be deemed to be payments on account of principal of ContactsContracts. Any amount in the Certificate Account after the Required Distribution is made to the Class A Certificateholders will be paid to the Holders of the Class B Certificates. [All distributions of principal allocable to Class B Certificateholders and not distributed to Class A Certificateholders pursuant to the foregoing provisions hereof will be paid into the Reserve Fund until the Reserve Fund has reached the Required Reserve, as defined in the Agreement, and thereafter will be paid to the Class B Certificateholders except for any amounts of principal required to be paid into the Reserve Fund to restore it to the Required Reserve. The interests of the Class B Certificateholders in amounts so deposited in the Reserve Fund, to the extent described below, are pledged to secure the obligations of the Class B Certificateholders as described in the Agreement and such amounts are available for distribution to the Class A Certificateholders in the manner described above. The subordination of distributions allocable to Class B Certificateholders is limited to the Subordinated Amount, as defined in the Agreement, that decreases over time as described in the Agreement and such subordination applies only to the extent set forth herein and in the Agreement. Distributions on this Certificate will be made by the Master Servicer by check mailed to the address of the Holder hereof entitled thereto at the address appearing in the Certificate Register or, if eligible for wire transfer as set forth in Section [1.1511.15] of the Agreement, by wire transfer in immediately available funds or by such other means of payment as the Holder hereof and the Master Servicer shall agree upon. Except as otherwise provided in the Agreement, the final distribution on this Certificate will be made, in the applicable manner described above, after due notice by the Master Servicer of the pendency of such final distribution and only upon presentation and surrender of this Certificate at the office or agency designated in such notice. As provided in the Agreement, deductions and withdrawals from the Certificate Account may be made by the Master Servicer from time to time for purposes other than distributions to the Certificateholders, such purposes including payment of the Retained Yield and Administrative Fee to the Depositor and reimbursement to the Master Servicer of Monthly Advances and of certain expenses incurred by it. The Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Master Servicer, the Depositor and the Trustee and the rights of the Certificateholders Holders of the Certificates under the Agreement at any time by the Depositor, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing Voting Rights aggregating not less than 66___% of the aggregate Voting Rights of all the Certificateseach Class of Certificates affected thereby; provided, however, that no such amendment may, without the consent of the Holders of all Certificates then outstanding: evidencing 100% of the Voting Rights of each Class affected thereby, (i) reduce in any manner the amount of, delay the timing of or change the manner in which payments received on Contracts the contracts are required to be distributed in respect of any Certificate, Certificate of such Class or (ii) reduce the aforesaid percentages percentage of CertificatesCertificates of each Class, the Holders of which are required to consent to any such amendments. Any such consent by the Holder of this Certificate shall be conclusive and binding on upon such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the registration of transfer hereof or in exchange hereof herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the Master ServicerDepositor, the Depositor Master Servicer and the Trustee to amend certain terms and conditions set forth in the Agreement without the consent of Holders of the Certificates issued thereunder. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable on the Certificate Register maintained by the Trustee upon surrender of this Certificate for registration of transfer at the office or agency maintained for that purpose by the Trustee in New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in a form satisfactory to the Trustee duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Class A-___ Certificates of authorized denominations and for the same aggregate Denomination and undivided interest Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only in registered form in minimum Denominations of $_______, and integral multiples of $__________ in excess thereof, and one Certificate may be issued in such Denomination as may be necessary to represent the remainder of the aggregate Principal Balance of the Contracts on the Cut-off Date. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Class A-___ Certificates of authorized Denominations evidencing a like aggregate undivided interestDenomination and Percentage Interest, as requested by the Holder surrendering the same. As further provided in the Agreement, like Percentage Interests of Class A-1 Certificates and Class A-2 Certificates may be exchanged for one or more Whole Class A Certificates having an Undivided Interest determined by the matching Percentage Interests of the Class A-1 Certificates and Class A-2 Certificates so exchanged, upon surrender of such Certificates to be exchanged. No service charge will be made for such registrations, transfers or exchanges, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Master Servicer, the Certificate Registrar and the Trustee and any agent of the Master Servicer, the Certificate Registrar or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Master Servicer, the Certificate Registrar nor the Trustee nor any such agent thereof shall be affected by notice to the contrary. . The obligations created by the Agreement and the Trust Fund created thereby (other than the obligation of the Master Servicer to provide for payments to Certificateholders pursuant to the Agreement) shall terminate upon the earlier of (a) the repurchase by the [Depositor] Depositor from the Trust Fund of all Contracts remaining In in the Trust Fund and all property acquired with respect thereto and (b) the later of: of (i) the maturity or other liquidation of the last Contract subject thereto and the disposition of all property acquired upon repossession and (ii) the distribution to Certificateholders of all amounts in the Certificate Account required to be distributed to them pursuant to the Agreement. Any such purchase by the [Depositor] will be made at a price equal to the aggregate outstanding Principal Balance in accordance with Article [ ] of the Contracts as of the date of repurchase, together with accrued and unpaid interest thereon at the Pass- Through Rate to the last day of the month of such repurchase, plus the appraised value of any property acquired in respect thereof. The Agreement permits, but does not require, the [Depositor] to make such purchase on any Distribution Date, subject to the condition that the aggregate Principal Balance of the Contracts at the time of purchase is less than __% of the aggregate Principal Balance of the Contracts on the Cut-off DateAgreement. The exercise of such right will effect early retirement of the Certificates.. Any term used herein that is defined in the Agreement shall have the meaning assigned in the Agreement, and nothing herein shall be deemed inconsistent with that meaning. ASSIGNMENT ---------- FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print or typewrite name and address, including postal zip code, or assignee) the Percentage Interest in each Class A-___ Distribution Amount evidenced by the within Certificate and hereby authorize(s) the transfer of registration of such interest to the assignee on the Certificate Register. I (we) further direct the Trustee to issue a new Certificate of a like Denomination and Percentage Interest to the above named assignee and to deliver such Certificate to the following address:______________________________________ ________________________________________________________________________________ _____________________________________________________________ Dated:___________________ Social Security _________________________________________ or Other (signature must be signed as registered) Tax Identification No. of Assignee: ---------------------------- ------------------------------------------------- Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for the information of the Master Servicer: Distribution shall be mailed by check to ___________ or, if made by wire transfer in immediately available funds to ____________________________________________________________________ the account of _______________________________________________, account number