EXECUTION

    


    


    GSR
      MORTGAGE LOAN TRUST 2007-1F

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES

     

    SERIES
      2007-1F 

     

    


    MASTER
      SERVICING

     

    and

     

    TRUST
      AGREEMENT

     

    among

     

    GS
      MORTGAGE SECURITIES CORP.,

    as
      Depositor

     

     

    U.S.
      BANK NATIONAL ASSOCIATION,

    as
      Trustee

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    as
      Master Servicer and Securities Administrator 

    


    and

    


    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    as
      Custodian

     

    Dated
      as of

     

    February
      1, 2007

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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

                	
                  20

                
	
                  Section
                    2.01.

                	
                  Conveyance
                    to the Trustee.

                	
                  20

                
	
                  Section
                    2.02.

                	
                  Acceptance
                    by the Trustee and Securities Administrator.

                	
                  22

                
	
                  Section
                    2.03.

                	
                  REMIC
                    Elections and REMIC Interests Designations.

                	
                  22

                
	
                  ARTICLE
                    III. REMITTING TO CERTIFICATEHOLDERS

                	
                  26

                
	
                  Section
                    3.01.

                	
                  Distributions
                    to Certificateholders.

                	
                  26

                
	
                  Section
                    3.02.

                	
                  Allocation
                    of Realized Losses and Shortfalls.

                	
                  32

                
	
                  Section
                    3.03.

                	
                  The
                    Separate Interest Trust.

                	
                  34

                
	
                  Section
                    3.04.

                	
                  The
                    Basis Risk Reserve Fund.

                	
                  34

                
	
                  Section
                    3.05.

                	
                  The
                    Interest Rate Cap Agreement.

                	
                  35

                
	
                  ARTICLE
                    IV. THE SECURITIES

                	
                  36

                
	
                  Section
                    4.01.

                	
                  The
                    Certificates.

                	
                  36

                
	
                  Section
                    4.02.

                	
                  Denominations.

                	
                  37

                
	
                  Section
                    4.03.

                	
                  Redemption
                    of Certificates.

                	
                  37

                
	
                  Section
                    4.04.

                	
                  Securities
                    Laws Restrictions.

                	
                  38

                
	
                  Section
                    4.05.

                	
                  Deposit
                    of Exchangeable REMIC Certificates.

                	
                  38

                
	
                  ARTICLE
                    V. MISCELLANEOUS PROVISIONS

                	
                  38

                
	
                  Section
                    5.01.

                	
                  Request
                    for Opinions.

                	
                  38

                
	
                  Section
                    5.02.

                	
                  Schedules
                    and Exhibits.

                	
                  38

                
	
                  Section
                    5.03.

                	
                  Governing
                    Law.

                	
                  38

                
	
                  Section
                    5.04.

                	
                  Counterparts.

                	
                  39

                
	
                  Section
                    5.05.

                	
                  Notices.

                	
                  39

                


        

      

    

    



    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    SCHEDULES
      AND EXHIBITS

     

    
      	Schedule I	Mortgage Loans


      	 	 


      	
              Schedule
                II

            	
              Master
                Loan Purchase Agreements related to the Mortgage Loans acquired through
                the Conduit Program

            


    

    


    
      	
              Schedule
                III

            	
              PAC
                Scheduled Amounts

            


      	 	 


      	Exhibit A	Forms of Certificates


    

    


     


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    MASTER
      SERVICING AND TRUST AGREEMENT

     

    THIS
      MASTER SERVICING AND TRUST AGREEMENT (this “Trust
      Agreement”),
      dated
      as of February 1, 2007, is hereby executed by and among GS MORTGAGE SECURITIES
      CORP., a Delaware corporation (the “Depositor”),
      U.S.
      BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”),
      DEUTSCHE BANK NATIONAL TRUST COMPANY, as custodian (the “Custodian”),
      and
      WELLS FARGO BANK, N.A., as securities administrator (in such capacity, the
      “Securities
      Administrator”)
      and
      master servicer (in such capacity, the “Master
      Servicer”).
      All
      of the provisions of the Standard Terms to Master Servicing and Trust Agreement
      (February 2007 Edition) (the “Standard
      Terms”),
      unless otherwise specified herein, are hereby incorporated herein by reference
      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 2007-1F as a trust (the “Trust”)
      to
      issue a series of securities with an aggregate initial outstanding principal
      balance of $1,606,484,395 to be known as the Mortgage Pass-Through Certificates,
      Series 2007-1F (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 12.01 of the Standard Terms, the Securities Administrator, on behalf
      of the Trustee, shall make an election to treat all of the Trust Estate as
      three
      real estate mortgage investment conduits (each, a “REMIC”
and,
      individually, “REMIC
      LT1,”
      “REMIC
      MT”
and
      “REMIC
      UT”)
      for
      federal income tax purposes. The “startup day” of each REMIC for purposes of the
      REMIC Provisions is the Closing Date.

     

    For
      purposes of naming the REMIC Interests and the Certificates, the first number
      of
      the Senior Certificates (“1,” “2,” “3” or “4”), if any, refers to the Collateral
      Group, the letter (“A,” “M” or “B”), refers to the status of the interest (“A”
for senior or “M” or “B” for subordinate) and the final character or characters
      (“1,” “2,” “3,” “4,” “5,” “6,” “7,” “8,” “9,” “10,” “11,” “13,” “16,” “R,” “RC”
or “X”) refers to the specific Class.

     

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

     

    ARTICLE
      I.


     

    DEFINITIONS

     

    Section
      1.01. Standard
      Terms.

     

    The
      Depositor, the Trustee, the Securities Administrator, the Custodian and the
      Master Servicer acknowledge that the Standard Terms prescribe certain
      obligations of each such entity with respect to the Certificates. The Depositor,
      the Trustee, the Securities Administrator, the Custodian and the Master Servicer
      agree to observe and perform such prescribed duties, responsibilities and
      obligations, pursuant to the terms and conditions thereof and of this Trust
      Agreement, 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.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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 applicable Sale and
      Servicing Agreement. In the event of a conflict between the Standard Terms
      and
      the applicable Sale and Servicing Agreement, such Sale and Servicing Agreement
      shall govern. In the event of a conflict between the Standard Terms and this
      Trust Agreement, this Trust Agreement shall govern. In addition, the following
      provisions shall govern the defined terms set forth below for this Trust
      Agreement:

     

    “Accrual
      Certificates”:
      The
      Class 2A-9 Certificates. 

     

    “Accrued
      Certificate Interest”:
      Interest to be distributed to each Class of Certificates entitled to interest
      on
      any Distribution Date consisting of the sum of (i) interest accrued during
      the
      related Interest Accrual Period at the applicable Certificate Rate for such
      Class of Certificates on the Certificate Balance (or Notional Amount) of such
      Class of Certificates immediately preceding 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). 

     

    “Aggregate
      Subordinate Percentage”:
      For
      any Certificate Group 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 in the related Collateral
      Groups.

     

    “Applicable
      Fraction”:
      For
      each Mortgage Loan and REMIC LT1, shall be calculated as follows: 

    

      
        	 	
                ·

              	
                For
                  Collateral Group 1 and each Mortgage Loan in Loan Group 1 with
                  a Net Rate
                  greater than or equal to 5.00% per annum, but less than 5.50% per
                  annum:

              


      

      


      5.50%
        minus
        the
Net
        Rate
        on
        such Mortgage
        Loan

      0.50%;

      


       

      
        	 	
                ·

              	
                For
                  Collateral Group 2 and each Mortgage Loan in Loan Group 1 with
                  a Net Rate
                  greater than or equal to 5.00% per annum, but less than 5.50% per
                  annum:

              


      

      


      
        	
                1
                  minus  

              	
                é

              	
                5.50%
                  minus the
                  Net
                  Rate
                  on
                  such Mortgage
                  Loan

              	
                ù

              	 
	 	
                ë

              	
                0.50%

              	
                 û;

              	 


      

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      
        	 	
                ·

              	
                For
                  Collateral Group 2 and each Mortgage Loan in Loan Group 1 with
                  a Net Rate
                  greater than or equal to 5.50% per annum, but less than 6.00% per
                  annum:

              


      

      


      6.00%
        minus
        the
        Net Rate
        on
        such Mortgage
        Loan

      0.50%;

      


      
        	 	
                ·

              	
                For
                  Collateral Group 3 and each Mortgage Loan in Loan Group 1 with
                  a Net Rate
                  greater than or equal to 5.50% per annum, but less than 6.00% per
                  annum:

              


      

      
        


        
          	
                  1
                    minus  

                	
                  é

                	
                  6.00%
                    minus the
                    Net
                    Rate
                    on
                    such Mortgage
                    Loan

                	
                  ù

                	 
	 	
                  ë

                	
                  
                    0.50%

                  

                	
                   û;

                	 


        

         

      

      
        	 	
                ·

              	
                For
                  Collateral Group 3 and each Mortgage Loan in Loan Group 1 with
                  a Net Rate
                  greater than or equal to 6.00% per annum, but less than 7.00% per
                  annum:

              


      

      


      7.00%
        minus
        the
        Net Rate
        on
        such Mortgage
        Loan

      1.00%;

      


      
        	 	
                ·

              	
                For
                  Collateral Group 4 and each Mortgage Loan in Loan Group 1 with
                  a Net Rate
                  greater than or equal to 6.00% per annum, but less than 7.00% per
                  annum:

              


      

      
        
          


          
            	
                    1
                      minus  

                  	
                    é

                  	
                    
                      7.00%
                        minus the
                        Net
                        Rate
                        on
                        such Mortgage
                        Loan

                    

                  	
                    ù

                  	 
	 	
                    ë

                  	
                    
                      
                        1.00%

                      

                    

                  	
                     û;

                  	 


          

        

      

      


      
        	 	
                ·

              	
                For
                  Collateral Group 4 and each Mortgage Loan in Loan Group 1 with
                  a Net Rate
                  greater than or equal to 7.00% per annum,
                  100%;

              


      

      


      
        	 	
                ·

              	
                For
                  Collateral Group 2 and each Mortgage Loan in Loan Group 2 with
                  a Net Rate
                  greater than or equal to 5.50% per annum, but less than 7.00% per
                  annum:

              


      

      


      7.00%
        minus
        the
Net
        Rate
        on
        such Mortgage
        Loan

      1.50%;

      


      
        	 	
                ·

              	
                For
                  Collateral Group 4 and each Mortgage Loan in Loan Group 2 with
                  a Net Rate
                  greater than or equal to 5.50% per annum, but less than 7.00% per
                  annum:

              


      

      
        
          


          
            	
                    1
                      minus  

                  	
                    é

                  	
                    
                      7.00%
                        minus
                        the Net
                        Rate
                        on
                        such Mortgage
                        Loan

                    

                  	
                    ù

                  	 
	 	
                    ë

                  	
                    
                      
                        1.50%

                      

                    

                  	
                     û;

                  	 


          

           

        

      

      
        	 	
                ·

              	
                For
                  Collateral Group 4 and each Mortgage Loan in Loan Group 2 with
                  a Net Rate
                  greater than or equal to 7.00% per annum,
                  100%.

              


      

    

     

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


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    “Assignment
      Agreements”:
      (i)
      the Assignment, Assumption and Recognition Agreement dated as of February 1,
      2007, by and among GSMC, the Depositor and Avelo, as servicer, (ii) the
      Assignment, Assumption and Recognition Agreement dated as of February 1, 2007,
      by and among the Depositor and the Trustee, and as acknowledged by the Master
      Servicer, (iii) the Assignment, Assumption and Recognition Agreement dated
      as of
      February 28, 2007, among GSMC, the Depositor and JPMCB, as servicer, (iv) the
      Assignment, Assumption and Recognition Agreement dated as of February 28, 2007,
      among the Trustee, the Depositor and JPMCB, as servicer, and as acknowledged
      by
      the Master Servicer, (v) the Assignment, Assumption and Recognition Agreement
      dated as of February 28, 2007, by and among GSMC, the Depositor and Wells Fargo,
      as servicer, and (vi) the Assignment, Assumption and Recognition Agreement
      dated
      as of February 28, 2007, among the Depositor, the Trustee and Wells Fargo,
      as
      servicer, and as acknowledged by the Master Servicer.

     

    “Available
      Distribution Amount”:
      For
      any Distribution Date and any Collateral Group, the sum of the Applicable
      Fractions for each Mortgage Loan contributing to such Collateral Group of the
      following amounts:

     

    (i) the
      total
      amount of all cash received from or on behalf of the Mortgagors or advanced
      by
      the Servicer (or the Master Servicer in the event the Servicer fails to make
      such required advances, or by the Trustee in the event the Master Servicer
      fails
      to make any such required advances, in each case pursuant to Section 3.05 of
      the
      Standard Terms) on the Mortgage Loans contributing to such Collateral Group
      and
      not previously distributed (including Monthly Advances made by the Servicer
      (or
      by the Master Servicer in the event the Servicer fails to make such required
      advances, or by the Trustee in the event the Master Servicer fails to make
      any
      such required advances, in each case pursuant to Section 3.05 of the Standard
      Terms), Compensating Interest Payments made by the Servicer (or the Master
      Servicer or other successor servicer, as the case may be) and proceeds of
      Mortgage Loans that are liquidated), except:

     

    (a) all
      Scheduled Payments collected but due on a Due Date after such Distribution
      Date;

     

    (b) all
      Curtailments received after the previous calendar month;

     

    (c) all
      Payoffs received after the previous calendar month (together with each interest
      payment received with such Payoffs to the extent that it represents the payment
      of interest accrued on the Mortgage Loans contributing to such Collateral Group
      for the period after the previous calendar month);

     

    (d) Liquidation
      Proceeds, Condemnation Proceeds and Insurance Proceeds received on the Mortgage
      Loans contributing to such Collateral Group after the previous calendar
      month;

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


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

     

    (f) the
      Servicing Fee and the Master Servicing Fee for each Mortgage Loan in such
      Collateral Group, net of any amounts payable as compensating interest by the
      Servicer on that Distribution Date;

     

    (g) any
      amounts payable in respect of any primary mortgage insurance
      policy;

     

    (h) all
      related indemnification amounts and other amounts reimbursable on such
      Distribution Date to the Securities Administrator, the Custodian or the Trustee
      or the Master Servicer; and

     

    (i) all
      expenses of the Trust Estate paid after the immediately preceding Distribution
      Date; 

     

    (ii) the
      total
      amount of any cash received by the Securities Administrator or the Servicer
      (or
      the Master Servicer) from the repurchase by the applicable Loan Seller of any
      Mortgage Loans contributing to such Collateral Group 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 UT shall be the amounts
      distributed by REMIC MT and the Available Distribution Amount for REMIC MT
      shall
      be the amounts distributed by REMIC LT1.

     

    provided
      that
      interest with respect to any Mortgage Loan that relates to two Collateral Groups
      shall be included in the Available Distribution Amount for each related
      Collateral Group as follows: first,
      to the
      Collateral Group with the lower Effective Net Rate, interest to the extent
      accrued on the Applicable Fraction of the principal of such Mortgage Loan at
      the
      Effective Net Rate for such Collateral Group; and second,
      to the
      other Collateral Group related to such Mortgage Loan.

     

    “Avelo”:
      Avelo
      Mortgage, L.L.C., or any successor in interest.

     

    “Bank
      of America”:
      Bank
      of America, National Association.

     

    “B
      Average Rate”:
      For
      each Distribution Date, an annual rate equal to the weighted average of the
      Designated Rates applicable to Collateral Group 1, Collateral Group 2,
      Collateral Group 3 and Collateral Group 4, and weighted on the basis of the
      Group Subordinate Amounts for such Collateral Groups.

     

    “Basis
      Risk Reserve Fund”:
      The Class 3A-6 Reserve Fund.

     

    “Basis
      Risk Shortfalls”:
      For the Class 3A-6 Certificates and any Distribution Date, the excess, if any,
      of the aggregate amount of interest that such Class would have been entitled
      to
      receive if the Certificate Rate for each such Class was calculated without
      regard to the related Maximum Rate for such Certificates, over the actual
      aggregate amount of interest such Class is entitled to receive for such
      Distribution Date.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


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

     

    “Certificate
      Account Property”:
      The
      Certificate Account, all amounts, investments and other property held from
      time
      to time in the Certificate Account, and all proceeds of the
      foregoing.

     

    “Certificate
      Balance”:
      As to
      any Class of Certificates (other than any Interest Only 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 and increased (a) in the
      case
      of any Class of Certificates for which the Certificate Balance thereof has
      been
      reduced by any Realized Loss, by the amount of any Subsequent Recoveries
      allocated to such Class in accordance with Section 3.02(e) and (b) in the case
      of any Accrual Certificates, by any Accrued Certificate Interest previously
      added to the Certificate Balance thereof.

     

    “Certificate
      Group”:
      The
      Group 1 Certificates, Group 2 Certificates, Group 3 Certificates and Group
      4
      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 1A-1, Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-8,
      Class 2A-9, Class 3A-2, Class 3A-3, Class 3A-4, Class 3A-5, Class 3A-6, Class
      3A-7, Class 3A-8, Class 3A-9, Class 3A-10, Class 3A-11, Class 3A-13, Class
      3A-16, Class 4A-1, Class 4A-2, Class A-X, Class M-1, Class B-1, Class B-2,
      Class
      B-3, Class B-4, Class B-5, Class B-6, Class RC, Class R and Class X
      Certificates.

     

    “Chase
      Home Finance”:
      Chase
      Home Finance LLC.

     

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

     

    "Class
      3A-7 Notional Amount":
      Initially shall be $153,000,000, and with respect to each Distribution Date,
      an
      amount equal to the Class Principal Balance of the Class 3A-6 Certificates
      on
      such Distribution Date.

     

    "Class
      3A-10 Notional Amount":
      Initially shall be $13,972,500, and with respect to each Distribution Date,
      an
      amount (truncated to the nearest integer) equal to the sum of (a) (i) 0.50%
      of
      the Class Principal Balance of the Class 3A-9 Certificates on such Distribution
      Date, divided by (ii) 6.00% and (b) (i) 0.25% of the Class Principal Balance
      of
      the Class 3A-11 Certificates on such Distribution Date, divided by (ii)
      6.00%.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    "Class
      3A-16 Notional Amount":
      Initially shall be $5,505,291, and with respect to each Distribution Date,
      an
      amount (truncated to the nearest integer) equal to (a) 0.25% of the Class
      Principal Balance of the Class 3A-4 Certificates on such Distribution Date,
      divided by (ii) 6.00%.

     

    “Class
      3A-6 Interest Rate Cap Agreement”:
      The interest rate cap agreement dated February 27, 2007, by and between the
      Interest Rate Cap Counterparty and GSMC, which was transferred by GSMC to the
      Depositor and transferred by the Depositor to the Trustee on the Closing Date
      for the benefit of the Holders of the Class 3A-6 Certificates pursuant to a
      separate novation agreement dated the Closing Date and pursuant to Section
      3.05.

     

    “Class
      3A-6 Interest Rate Cap Amount”:
      For the Class 3A-6 Interest Rate Cap Agreement and any Distribution Date, the
      amount, if any, to be paid by the Interest Rate Cap Counterparty to the Trustee
      for the account of the Separate Interest Trust pursuant to such Class 3A-6
      Interest Rate Cap Agreement, as calculated by the Interest Rate Cap Counterparty
      based in part on information in the Distribution Date Statement delivered to
      it
      pursuant to Section 4.01 of the Standard Terms.

     

    “Class
      3A-6 Reserve Fund”:
      A fund for the benefit of the Holders of the Class 3A-6 Certificates created
      as
      part of the Separate Interest Trust pursuant to Section 3.06 of this Agreement,
      which is not an asset of any REMIC or of the Trust Estate.

     

    "Class
      4A-2 Notional Amount":
      Initially shall be $165,077,000, and with respect to each Distribution Date,
      an
      amount equal to the Class Principal Balance of the Class 4A-1 Certificates
      on
      such Distribution Date.

     

    “Class
      A Certificates”:
      The
      Class 1A-1, Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-8,
      Class 2A-9, Class 3A-2, Class 3A-3, Class 3A-4, Class 3A-5, Class 3A-6, Class
      3A-7, Class 3A-8, Class 3A-9, Class 3A-10, Class 3A-11, Class 3A-13, Class
      3A-16, Class 4A-1, Class 4A-2 and Class A-X Certificates.

     

    “Class
      A-X Notional Amount”:
      Initially shall be $289,486, and with respect to each Distribution Date, an
      amount (truncated to the nearest integer) equal to the product of (x) a
      fraction, the numerator of which is the weighted average of the Net Rates of
      the
      Premium Loans in Loan Group 1 at the beginning of the related Due Period
minus
      7.00%
      and the denominator of which is 7.00% and (y) the total principal balance of
      the
      Premium Loans in Loan Group 1 as of the first day of the related Interest
      Accrual Period.

     

    “Class
      B Certificates”:
      The
      Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
      Certificates.

     

    “Class
      M Certificates”:
      The
      Class M-1 Certificates. 

     

    “Class
      Principal Balance”:
      As to
      any Class of Certificates on each Distribution Date, the total Certificate
      Balance of all Certificates of such Class on that Distribution
      Date.

     

    “Closing
      Date”:
      February 28, 2007.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    “Collateral
      Group”:
      Any of
      Collateral Group 1, Collateral Group 2, Collateral Group 3 and Collateral Group
      4, as applicable.

     

    “Collateral
      Group 1”:
      The
      Mortgage Loans in Subgroup 1-A or portions thereof that have been stripped
      to an
      Effective Net Rate of 5.00%.

     

    “Collateral
      Group 2”:
      The
      Mortgage Loans in Subgroup 1-A, Subgroup 1-B and Subgroup 2-A or portions
      thereof that have been stripped to an Effective Net Rate of 5.50%.

     

    “Collateral
      Group 3”:
      The
      Mortgage Loans in Subgroup 1-B and Subgroup 1-C or portions thereof that have
      been stripped to an Effective Net Rate of 6.00%.

     

    “Collateral
      Group 4”:
      The
      Mortgage Loans in Subgroup 1-C, Subgroup 1-D, Subgroup 2-A and Subgroup 2-B
      or
      portions thereof that have been stripped to an Effective Net Rate of
      7.00%.

     

    “Combination
      Group”:
      Any
      combination of Exchangeable REMIC Certificates set forth on Appendix A to the
      Exchange Agreement.

     

    “Conduit
      Program”:
      GSMC’s
      mortgage conduit program, through which mortgage loans are acquired from time
      to
      time from various banks, savings and loan associations, mortgage bankers and
      other mortgage loan originators and purchasers of mortgage loans in the
      secondary market.

     

    “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 shall 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.

     

    “Curtailment”:
      Any
      partial prepayment on any Mortgage Loan.

     

    “Custodian”:
      Deutsche Bank, in its capacity as the Custodian under the Custodial
      Agreement.

     

    “Custodial
      Agreement”:
      The
      Master Custodial Agreement, dated as of February 1, 2007 among GSMC, the
      Custodian and the Servicers. 

    


    “Cut-Off
      Date”:
      February 1, 2007.

     

    “Data
      Collection Schedule”:
      As
      defined in the Custodial Agreement.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


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

     

    “Designated
      Rate”:
      With
      respect to Collateral Group 1, 5.00% per annum. With respect to Collateral
      Group
      2, 5.50% per annum. With respect to Collateral Group 3, 6.00% per annum. With
      respect to Collateral Group 4, 7.00% per annum. 

     

    “Deutsche
      Bank”:
      Deutsche Bank National Trust Company, or any successor in interest.

     

    “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 first Distribution Date shall be March 26,
      2007.

     

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

     

    “Due
      Period”:
      For
      any Distribution Date, the period beginning on the second day of the month
      immediately preceding the month in which such Distribution Date occurs and
      ending on the first day of the month in which such Distribution Date
      occurs.

     

    “Exchangeable
      REMIC Class”
      or “Exchangeable
      REMIC Certificates”:
      The Class
      2A-4, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-8, Class 2A-9, Class 3A-2,
      Class 3A-3, Class 3A-4, Class 3A-9, Class 3A-10 and Class 3A-16 Certificates.

    


    “Exchange
      Classes”
      or “Exchange
      Certificates”:
      The Class 2A-1, Class 2A-2, Class 2A-3, Class 2A-10, Class 3A-1, Class 3A-12,
      Class 3A-14
      and
Class
      3A-15
      Certificates
      issued or issuable pursuant to the Exchange Agreement in exchange and in
      accordance with the Exchange Agreement for the Exchangeable REMIC Certificates,
      or the Certificates of each such Class, as the context may require.

    


    “Exchange
      Agreement”:
      The
      Trust Agreement dated as of February 1, 2007, entered into by and among the
      Depositor, the Trustee, the Master Servicer and the Securities Administrator
      for
      the issuance of the Exchange Certificates.

    


    “Exchange
      Trustee”:
      U.S.
      Bank National Association, in its capacity as trustee under the Exchange
      Agreement.

    


    “Effective
      Net Rate”:
      For any Mortgage Loan and any Collateral Group to which such Mortgage Loan
      contributes interest, the effective Net Rate at which such Mortgage Loan
      contributes interest to such Collateral Group.

    


    “Fair
      Market Value Excess”:
      An
      amount equal to the excess, if any, of the amount in clause (y) of the
      definition of “Termination Price”, over the amount in clause (x) of the
      definition of “Termination Price.”

     

    “Fitch”:
      Fitch
      Ratings, or any successor in interest.

     

    “Group
      1 Certificate”:
      Any
      Class 1A-1 Certificate.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    “Group
      1 Mortgage Loan”:
      Any
      Mortgage Loan in Loan Group 1.

     

    “Group
      2 Certificate”:
      Any
      Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-8 or Class 2A-9
      Certificate.

     

    “Group
      2 Mortgage Loan”:
      Any
      Mortgage Loan in Loan Group 2.

     

    "Group
      2 NAS Priority Amount":
      For
      any Distribution Date shall be equal to the lesser of (i) the sum of (x) the
      product of the Group 2 NAS Percentage for such date, the NAS Scheduled Principal
      Percentage for such date and the Scheduled Principal Amount for Collateral
      Group
      2 and such date and (y) the product of the Group 2 NAS Percentage for such
      date,
      the NAS Prepayment Shift Percentage for such date and the Unscheduled Principal
      Amount for Collateral Group 2 and such date and (ii) the aggregate Class
      Principal Balance of the Class 2A-4 and Class 2A-5 Certificates immediately
      prior to such date. Notwithstanding the foregoing, (i) on and after the Credit
      Support Depletion Date, the Class 2A-4 and Class 2A-5 Certificates shall be
      entitled to their aggregate pro rata share of all scheduled and unscheduled
      payments of principal related to Collateral Group 2 and (ii) on the date on
      which the aggregate Class Principal Balance of the Class 2A-6, Class 2A-7,
      Class
      2A-8 and Class 2A-9 Certificates has been reduced to zero, the Class 2A-4 and
      Class 2A-5 Certificates shall be entitled, pro rata, to any remaining Senior
      Principal Distribution Amount for Collateral Group 2 allocable to the Class
      2A-6, Class 2A-7, Class 2A-8 and Class 2A-9 Certificates and thereafter, the
      Group 2 NAS Priority Amount will equal the Senior Principal Distribution Amount
      for Collateral Group 2. 

     

    "Group
      2 NAS Percentage":
      For
      any Distribution Date shall be equal to the lesser of (i) 100% and (ii) the
      percentage obtained by dividing (x) the aggregate Class Principal Balance of
      the
      Class 2A-4 and Class 2A-5 Certificates immediately prior to such date by (y)
      the
      aggregate Class Principal Balance of the Class 2A-4, Class 2A-5, Class 2A-6,
      Class 2A-7, Class 2A-8 and Class 2A-9 Certificates immediately prior to such
      date.

     

    “Group
      3 Certificate”:
      Any
      Class 3A-2, Class 3A-3, Class 3A-4, Class 3A-5, Class 3A-6, Class 3A-7, Class
      3A-8, Class 3A-9, Class 3A-10, Class 3A-11, Class 3A-13 or Class 3A-16
      Certificate. 

     

    "Group
      3 NAS Priority Amount":
      For
      any Distribution Date shall be equal to the lesser of (i) the sum of (x) the
      product of the Group 3 NAS Percentage for such date, the NAS Scheduled Principal
      Percentage for such date and the Scheduled Principal Amount for Collateral
      Group
      3 and such date and (y) the product of the Group 3 NAS Percentage for such
      date,
      the NAS Prepayment Shift Percentage for such date and the Unscheduled Principal
      Amount for Collateral Group 3 and such date and (ii) the aggregate Class
      Principal Balance of the Class 3A-4 and Class 3A-5 Certificates immediately
      prior to such date. Notwithstanding the foregoing, (i) on and after the Credit
      Support Depletion Date, the Class 3A-4 and Class 3A-5 Certificates shall be
      entitled to their aggregate pro rata share of all scheduled and unscheduled
      payments of principal related to Collateral Group 3 and (ii) on the date on
      which the aggregate Class Principal Balance of the Class 3A-2, Class 3A-3,
      Class
      3A-6, Class 3A-8, Class 3A-9, Class 3A-11 and Class 3A-13 Certificates has
      been
      reduced to zero, the Class 3A-4 and Class 3A-5 Certificates shall be entitled,
      pro rata, to any remaining Senior Principal Distribution Amount for Collateral
      Group 3 allocable to the Class 3A-2, Class 3A-3, Class 3A-6, Class 3A-8, Class
      3A-9, Class 3A-11 and Class 3A-13 Certificates and thereafter, the Group 3
      NAS
      Priority Amount will equal of the Senior Principal Distribution Amount for
      Collateral Group 3. 

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    "Group
      3 NAS Percentage":
      For
      any Distribution Date shall be equal to the lesser of (i) 100% and (ii) the
      percentage obtained by dividing (x) the aggregate Class Principal Balance of
      the
      Class 3A-4 and Class 3A-5 Certificates immediately prior to such date by (y)
      the
      aggregate Class Principal Balance of the Class 3A-2, Class 3A-3, Class 3A-4,
      Class 3A-5, Class 3A-6, Class 3A-8, Class 3A-9, Class 3A-11 and Class 3A-13
      Certificates immediately prior to such date.

     

    "Group
      3(A) Principal Distribution Percentage":
      For
      any Distribution Date shall be equal to the percentage obtained by dividing
      (x)
      the aggregate Class Principal Balance of the Class 3A-2 and Class 3A-3
      Certificates immediately prior to such date by (y) the aggregate Class Principal
      Balance of the Class 3A-2, Class 3A-3, Class 3A-6, Class 3A-8, Class 3A-9,
      Class
      3A-11 and Class 3A-13 Certificates immediately prior to such date.

     

    "Group
      3(B) Principal Distribution Percentage":
      For
      any Distribution Date shall be equal to the percentage obtained by dividing
      (x)
      the aggregate Class Principal Balance of the Class 3A-6, Class 3A-8, Class
      3A-9,
      Class 3A-11 and Class 3A-13 Certificates immediately prior to such date by
      (y)
      the aggregate Class Principal Balance of the Class 3A-2, Class 3A-3, Class
      3A-6,
      Class 3A-8, Class 3A-9, Class 3A-11 and Class 3A-13 Certificates immediately
      prior to such date.

     

    "Group
      3(B)(I) Principal Distribution Percentage":
      For
      any Distribution Date shall be equal to the percentage obtained by dividing
      (x)
      the Class Principal Balance of the Class 3A-8 Certificates immediately prior
      to
      such date by (y) the aggregate Class Principal Balance of the Class 3A-6, Class
      3A-8, Class 3A-9 and Class 3A-11 Certificates immediately prior to such
      date.

     

    "Group
      3(B)(II) Principal Distribution Percentage":
      For
      any Distribution Date shall be equal to the percentage obtained by dividing
      (x)
      the aggregate Class Principal Balance of the Class 3A-6, Class 3A-9 and Class
      3A-11 Certificates immediately prior to such date by (y) the aggregate Class
      Principal Balance of the Class 3A-6, Class 3A-8, Class 3A-9 and Class 3A-11
      Certificates immediately prior to such date.

     

    “Group
      4 Certificate”:
      Any
      Class 4A-1 or Class 4A-2 Certificate.
      

     

    “Group
      Subordinate Amount”:
      With
      respect to each Collateral Group and any Distribution Date, the excess of the
      sum of the Applicable Fractions of the Scheduled Principal Balance of the
      Mortgage Loans contributing to such Collateral Group for the immediately
      preceding Distribution Date for that Collateral Group over the total Certificate
      Balance of the Senior Certificates of the related Certificate Group immediately
      prior to such Distribution Date.

     

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

     

    “Interest
      Accrual Period”:
      For
      any Distribution Date (other than the first Distribution Date) and any regular
      interest in any REMIC created hereby or any Class of Certificates entitled
      to
      interest (other than the Class 3A-6, Class 3A-7, Class 4A-1 and Class 4A-2
      Certificates), the calendar month immediately preceding the calendar month
      in
      which such Distribution Date occurs. For any Distribution Date (other than
      the
      first Distribution Date) and the Class 3A-6, Class 3A-7, Class 4A-1 and Class
      4A-2 Certificates is the period beginning on and including the 25th day of
      the
      month immediately preceding the month in which such Distribution Date occurs
      and
      ending on and including the 24th day of the month in which such Distribution
      Date occurs. For the first Distribution Date and any regular interest in any
      REMIC created hereby or any Class of Certificates entitled to interest (other
      than the Class 3A-6, Class 3A-7, Class 4A-1 and Class 4A-2 Certificates) will
      accrue from February 1, 2007. For the first Distribution Date, interest on
      the
      Class 3A-6, Class 3A-7, Class 4A-1 and Class 4A-2 Certificates will accrue
      from
      February 25, 2007. 

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    “Interest
      Only Certificate”:
      Any
      Class 3A-7, Class 3A-10, Class 3A-16, Class 4A-2 or Class A-X
      Certificate.

     

    “Interest
      Rate Cap Agreement”:
      The Class 3A-6 Interest Rate Cap Agreement.

     

    “Interest
      Rate Cap Counterparty”:
      Bear Stearns Financial Products Inc.

     

    “Interests”:
      Each
      Class of REMIC Interests.

     

    “JPMCB”:
      JPMorgan Chase Bank, National Association, or any successor in
      interest.

     

    “Junior
      Subordinate Certificates”:
      The
      Class B-4, Class B-5 and Class B-6 Certificates.

     

    “Liquidation
      Principal”:
      For
      any Distribution Date, the principal portion of Liquidation Proceeds received
      from each Mortgage Loan that became a Liquidated Mortgage Loan during the
      calendar month preceding the month of such Distribution Date.

     

    “Loan
      Group 1”:
      The
      Mortgage Loans identified on Schedule I as being in Loan Group 1.

     

    “Loan
      Group 2”:
      The
      Mortgage Loans identified on Schedule I as being in Loan Group 2. 

     

    “Loan
      Seller”:
      Each
      of Bank of America, JPMCB, Wells Fargo and GSMC.

     

    “Master
      Servicer”:
      Wells
      Fargo Bank, N.A., in its capacity as Master Servicer, or any successor master
      servicer.

     

    “Master
      Servicing Fee”:
      With
      respect to any Distribution Date, all income and gain realized from the
      investment of funds in the Master Servicer Account during the period from and
      including the Servicer Remittance Date relating to such Distribution Date,
      to
      but excluding the Master Servicer Remittance Date relating to such Distribution
      Date. 

     

    “Maximum
      Rate”:
      With
      respect to any Distribution Date and any Class of Floating Rate Certificates,
      the amount set forth in the table in footnote 6 to the table in Section
      2.03(d).

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


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

     

    "NAS
      Prepayment Shift Percentage":
      For
      any Distribution Date during the five years beginning on the first Distribution
      Date shall be 0%. Thereafter, the NAS Prepayment Shift Percentage for any
      Distribution Date occurring on or after the fifth anniversary of the first
      Distribution Date shall be as follows: for any Distribution Date in the first
      year thereafter, 30%; for any Distribution Date in the second year thereafter,
      40%; for any Distribution Date in the third year thereafter, 60%; for any
      Distribution Date in the fourth year thereafter, 80%; and for any subsequent
      Distribution Date, 100%.

     

    "NAS
      Scheduled Principal Percentage":
      For
      any Distribution Date during the five years beginning on the first Distribution
      Date shall be 0%. Thereafter, the NAS Scheduled Principal Percentage for any
      Distribution Date occurring on or after the fifth anniversary of the first
      Distribution Date shall be 100%. 

     

    “Net
      Rate”:
      With
      respect to each Mortgage Loan, the Note Rate of such Mortgage Loan less the
      Servicing Fee Rate and the rate on any primary mortgage insurance applicable
      to
      such Mortgage Loan. 

     

    “Note
      Rate”:
      For
      each Mortgage Loan, the rate at which the related promissory note accrues
      interest. For purposes of calculating the Certificate Rates on the Interests
      and
      Certificates, the Note Rate of a Mortgage Loan shall 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”:
      The
      Class 3A-7 Notional Amount, the Class 3A-10 Notional Amount, the Class 3A-16
      Notional Amount, the Class 4A-2 Notional Amount or the Class A-X Notional
      Amount, as applicable. For the avoidance of doubt, the Notional Amount is used
      to calculate distributions on the related Class of Certificates, but is not
      a
      principal amount or other amount to which a Certificateholder is
      entitled.

     

    “P&I
      Certificates”:
      All
      Classes of Certificates
      other
      than any Interest Only Certificates and the Residual
      Certificates.

     

    "PAC
      Certificates":
      The
      Class 2A-6, Class 3A-9 and Class 3A-11 Certificates. 

     

    "PAC
      Scheduled Amount":
      The
      PAC(A) Scheduled Amount or the PAC(B) Scheduled Amount, as
      applicable.

     

    "PAC(A)
      Scheduled Amount":
      For
      the PAC Certificates related to Collateral Group 2 and any Distribution Date,
      the amount set forth on Schedule III hereto for such certificates and such
      Distribution Date.

     

    "PAC(B)
      Scheduled Amount"
      For the
      PAC Certificates related to Collateral Group 3 and any Distribution Date, the
      amount set forth on Schedule III hereto for such certificates and such
      Distribution Date.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    “Payoffs”:
      Any
      prepayment in full on any Mortgage Loan.

     

    “Pool
      Balance”:
      For
      any Distribution Date and any Collateral Group, the sum of the products, for
      each Mortgage Loan contributing to such Collateral Group, of (i) the Applicable
      Fraction for such Mortgage Loan in respect of such Collateral Group and (ii)
      the
      outstanding principal balance of such Mortgage Loan as of the Due Date of the
      month in which such Distribution Date occurs.

     

    “Premium
      Loan”:
      Any
      Mortgage Loan with a Net Rate greater than or equal to 7.00% per
      annum.

     

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

     

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

     

    (1) the
      Principal Payment Amount for such Collateral Group;

     

    (2) the
      Principal Prepayment Amount for such Collateral Group; and

     

    (3) the
      Applicable Fraction for each Mortgage Loan contributing to such Collateral
      Group
      of the Liquidation Principal derived from such Mortgage Loan.

     

    “Principal
      Payment Amount”:
      For
      each Collateral Group and any Distribution Date, the sum of the products, for
      each Mortgage Loan contributing to such Collateral Group, of (i) the Applicable
      Fraction for such Mortgage Loan in respect of such Collateral Group and (ii)
      the
      sum of the following amounts:

     

    (a) the
      principal portion of Scheduled Payments on such Mortgage Loan due on the related
      Due Date and received or advanced during the related Due Period;

     

    (b) the
      principal portion of repurchase proceeds received on such Mortgage Loan if
      such
      Mortgage Loan was repurchased as permitted or required by this Trust Agreement
      during the calendar month preceding the month of such Distribution Date;
      and

     

    (c) any
      other
      unscheduled payments of principal which were received on such Mortgage Loan
      during the period beginning on and including the second day of the preceding
      calendar month and ending on and including the first day of the current calendar
      month, other than Payoffs, Curtailments, or Liquidation Principal.

     

    “Principal
      Prepayment Amount”:
      For
      any Distribution Date and any Collateral Group, the sum of the products, for
      each Mortgage Loan contributing to such Collateral Group, of (i) the Applicable
      Fraction for such Mortgage Loan in respect of such Collateral Group and (ii)
      all
      Payoffs and Curtailments for such Mortgage Loan that were received during the
      preceding calendar month or received during the period beginning on and
      including the second day of the preceding calendar month and ending on and
      including the first day of the current calendar month (as specified in the
      related Servicing Agreement).

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    “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 Fitch, S&P and Moody’s.

     

    “Record
      Date”:
      For
      each Class of Certificates, the last Business Day of the related Interest
      Accrual Period.

     

    “REMIC”:
      As
      specified in the preliminary statement.

     

    “REMIC
      Class”
or
      “REMIC
      Certificate”:
      Each
      Class of Certificates or Certificate, as applicable, issued by REMIC UT pursuant
      to Section 2.03 and the Class RC and Class R Certificates.

     

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

     

    “REMIC
      LT1”:
      One of
      the real estate mortgage investment conduits created hereunder, which consists
      of the Mortgage Loans and the REMIC LT1 Distribution Account.

     

    “REMIC
      LT1 Regular Interests”:
      The
      regular interests issued by REMIC LT1 as specified in Section 2.03.

     

    “REMIC
      MT”:
      One of
      the real estate mortgage investment conduits created hereunder, which consists
      of the REMIC LT1 Regular Interests and the REMIC MT Distribution
      Account.

     

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

     

    “REMIC
      UT”:
      One of
      the real estate mortgage investment conduits created hereunder, which consists
      of the REMIC MT Regular Interests and the REMIC UT Distribution
      Account.

     

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

     

    “Remittance
      Date”:
      For
      each Mortgage Loan and any Distribution Date, as set forth in the related
      Servicing Agreement. 

     

    “Residual
      Certificates”:
      The
      Class RC and Class R Certificates.

     

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

     

    “S&P”:
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc.

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    

      “Sale
        and Servicing Agreement”:
        collectively, (i) the Flow Servicing Agreement dated as of January 1, 2006
        between GSMC, as owner and Avelo, as servicer; (ii) the Mortgage Loan Purchase,
        Warranties and Servicing Agreement, dated as of January 1, 2005, between
        Bank of
        America and Chase Home Finance, as amended by that certain Amendment Reg
        AB,
        dated January 1, 2006, among Bank of America, JPMCB, and Chase Home Finance;
        (iii) the Assignment, Assumption and Recognition Agreement dated as of February
        26, 2007, among Bank of America, Chase Home Finance, JPMCB and GSMC and the
        related trade confirmation dated as of January 3, 2007 between GSMC and Bank
        of
        America; (iv) the Second Amended and Restated Master Seller’s Warranties and
        Servicing Agreement, dated as of November 1, 2005, between GSMC and Wells
        Fargo; (v) the Amended and Restated Master Seller’s Warranties and Servicing
        Agreement, dated as of December 1, 2005, between Bank of America and Wells
        Fargo; (vi) the Second Amended and Restated Master Mortgage Loan Purchase
        Agreement, dated as of May 1, 2006, between Bank of America and Wells Fargo
        and
        (vii) the Mortgage Loan Purchase Agreement, dated as of July 1, 2006, between
        Bank of America and DLJ Mortgage Capital, Inc;

       

    

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

     

    “Scheduled
      Payments”:
      With
      respect to any Mortgage Loan, the monthly payments of principal and interest
      payable by the related Mortgagor pursuant to the related amortization
      schedule.

     

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

     

    “Securities
      Administrator”:
      Wells
      Fargo Bank, National Association in its capacity as Securities Administrator
      under this Trust Agreement, or any successor securities
      administrator.

     

    “Senior
      Certificates”:
      The
      Class A Certificates.

     

    “Senior
      Collateral Group Percentage”:
      For
      Collateral Group 1, Collateral Group 2, Collateral Group 3 and Collateral Group
      4 shall equal (i) as of the Closing Date, 97.08%, 97.10%, 97.10% and 97.10%,
      respectively, and (ii) for any Distribution Date thereafter shall be a fraction
      expressed as a percentage equal to (a) the sum of the Certificate Balances
      of
      the Senior Certificates related to such Collateral Group immediately preceding
      such Distribution Date, over (b) the sum of the products, for each Mortgage
      Loan
      contributing to such Collateral Group, of (x) the Applicable Fraction for such
      Mortgage Loan in respect of such Collateral Group and (y) the outstanding
      principal balance of such Mortgage Loan as of the Due Date of the month in
      which
      such Distribution Date occurs.

     

    “Senior
      Interests”:
      All of
      the REMIC M-T Regular Interests except those corresponding to a Class B
      Certificate.

     

    “Senior
      Liquidation Amount”:
      For
      any Distribution Date and any Collateral Group, the aggregate, for each Mortgage
      Loan contributing to such Collateral Group that became a Liquidated Mortgage
      Loan during the calendar month preceding the month of such Distribution Date,
      of
      the Applicable Fraction of the lesser of (i) the related Senior Collateral
      Group
      Percentage of the scheduled principal balance of such Mortgage Loan and (ii)
      the
      applicable Senior Prepayment Percentage of the Liquidation Principal derived
      from such Mortgage Loan. 

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    “Senior Prepayment Percentage”:
      For
      each Collateral Group, as follows: (i) on any Distribution Date occurring before
      the Distribution Date in the month of March 2012, 100%; (ii) on any other
      Distribution Date on which the related Senior Collateral Group Percentage for
      such Distribution Date exceeds the initial Senior Collateral Group Percentage
      as
      of the Cut-Off Date, 100% (in which case, the Senior Prepayment Percentage
      for
      each other Collateral Group shall also equal 100% for such Distribution Date);
      and (iii) on any other Distribution Date in the month of March 2012, and
      thereafter, 100%, unless:

     

    (a) the
      mean
      of the sum of the Applicable Fractions of the Scheduled Principal Balances
      of
      the Mortgage Loans contributing to each related Collateral Group 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
      Collateral Group as of such Distribution Date, and

     

    (b) the
      sum
      of the Applicable Fractions of the cumulative Realized Losses on the Mortgage
      Loans contributing to each related Collateral Group are less than or equal
      to
      the following percentage of the aggregate Group Subordinate Amount for such
      Collateral Group:

     

    
      	
              Distribution
                Date Occurring In

            	
              Percentage
                of the aggregate Group 

              Subordination
                Amount as of the Cut-Off Date

            
	
              March
                2012 through February 2013

            	
              30%

            
	
              March
                2013 through February 2014

            	
              35%

            
	
              March
                2014 through February 2015

            	
              40%

            
	
              March
                2015 through February 2016

            	
              45%

            
	
              March
                2016 and thereafter 

            	
              50%

            
	 	 


    

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

     

    
      	
              Distribution
                Date Occurring In or On

            	
              Senior
                Prepayment Percentage

            
	 	 
	
              March
                2007 through February 2011

            	
              100%

            
	 	 
	
              March
                2012 through February 2013

            	
              Senior
                Collateral Group Percentage for such Collateral Group + 70% of the
                related
                Subordinate Percentage

            
	 	 
	
              March
                2013 through February 2014

            	
              Senior
                Collateral Group Percentage for such Collateral Group + 60% of the
                related
                Subordinate Percentage

            
	 	 
	
              March
                2014 through February 2015

            	
              Senior
                Collateral Group Percentage for such Collateral Group + 40% of the
                related
                Subordinate Percentage

            
	 	 
	
              March
                2015 through February 2016

            	
              Senior
                Collateral Group Percentage for such Collateral Group + 20% of the
                related
                Subordinate Percentage

            
	 	 
	
              March
                2016 through the Distribution Date immediately 
preceding the Final
                Distribution Date

            	
              Senior
                Collateral Group Percentage for such Collateral Group

            
	 	 
	
              Final
                Distribution Date 

            	
              100%

            

 

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

     

    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 Collateral Group shall equal the sum
      of:

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    
      	 	
              (iii)

            	
              the
                related Senior Liquidation Amount for such Distribution
                Date.

            


    

     

    “Senior
      Subordinate Certificates”:
      The
      Class M-1, Class B-1, Class B-2 and Class B-3 Certificates.

     

    “Servicer”:
      Each
      of Avelo, JPMCB and Wells Fargo and their respective successors or assigns,
      in
      their respective capacities as servicer under the related Sale and Servicing
      Agreement.

     

    “Servicing
      Fee Rate”:
      For
      each Mortgage Loan, the per annum fee described in Schedule I
      hereto.

     

    “Servicemembers
      Shortfall”:
      Any
      shortfall in amounts paid by any Mortgagors on the related Mortgage Loan that
      occurs pursuant to the Servicemembers Civil Relief Act, as amended, or
      comparable state or local laws affording relief to members of the armed
      forces.

     

    “Subgroup
      1-A”:
      The
      Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to 5.00%
      and
      less than 5.50%.

     

    “Subgroup
      1-B”:
      The
      Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to 5.50%
      and
      less than 6.00%.

     

    “Subgroup
      1-C”:
      The
      Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to 6.00%
      and
      less than 7.00%.

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    “Subgroup
      1-D”:
      The
      Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to
      7.00%.

     

    “Subgroup
      2-A”:
      The
      Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to 5.50%
      and
      less than 7.00%.

     

    “Subgroup
      2-B”:
      The
      Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to
      7.00%.

     

    “Subordinate
      Certificates”:
      The
      Class M and 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 related Subordinate Certificates immediately prior
      to
      such date.

     

    “Subordinate
      Interests”:
      The
      Interest corresponding to the Subordinate Certificates.

     

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

     

    “Subordinate
      Percentage”:
      For
      any Collateral Group and any Distribution Date, 100% minus the Senior Collateral
      Group Percentage for such Collateral Group. The Subordinate Percentages as
      of
      the Closing Date shall be 2.92%, 2.90%, 2.90% and 2.90% for Collateral Group
      1,
      Collateral Group 2, Collateral Group 3 and Collateral Group 4,
      respectively.

     

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

     

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

     

    
      	 	
              (i)

            	
              the
                related Subordinate Percentage of the related Principal Payment
                Amount;

            


    

     

    
      	 	
              (ii)

            	
              the
                related Subordinate Principal Prepayment Amount;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                related Subordinate Liquidation
                Amount.

            


    

     

    Any
      reduction in the Subordinate Principal Distribution Amount for any Collateral
      Group pursuant to the proviso above shall reduce the amount calculated pursuant
      to clause (i), clause (iii) and clause (ii), in that order in each case of
      the
      definition thereof, and such amounts shall nevertheless reduce the Certificate
      Balance of the applicable Class of Subordinate Certificates.

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


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

     

    “Subordination
      Levels”:
      For
      any Class of Subordinate Certificates and any specified date, a fraction
      expressed as a percentage equal to (i) the sum of the Class Principal Balances
      of all Classes of Subordinate Certificates that are subordinate to such Class,
      over (ii) the sum of the Class Principal Balances of all related Classes of
      Certificates as of such date, before giving effect to distributions on such
      date, and allocations of Realized Losses on such date.

     

    “Subsequent
      Recovery”:
      With
      respect to any Liquidated Mortgage Loan on which a Realized Loss has occurred,
      any amount that the related Servicer ultimately recovers in respect of such
      Liquidated Mortgage Loan, net of the reasonable fees of the Servicer associated
      with such recovery.

     

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

     

    “Trust
      Agreement”:
      This
      Master Servicing and Trust Agreement, dated as of February 1, 2007, which
      incorporates by reference the Standard Terms to Master Servicing and Trust
      Agreement (February 2007 edition); provided
      that any
      references in any documents required to be provided pursuant to the terms of
      this Trust Agreement, including references in documents within the Trustee
      Mortgage Loan File, to a Trust Agreement dated as of February 1, 2007, shall
      be
      deemed to refer to this Trust Agreement.

     

    “Trustee”:
      U.S.
      Bank National Association, 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.

     

    “UCC”:
      The
      Uniform Commercial Code as in effect in the State of New York.

     

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

     

    “Undercollateralized
      Group”:
      On any
      Distribution Date, any Collateral Group for which the total Certificate Balance
      of the Senior Certificates of the related Certificate Group is greater than
      the
      Pool Balance of such Collateral Group.

     

    “Unscheduled
      Principal Amount”:
      With
      respect to each Collateral Group and 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.

     

    “Verified
      Information”:
      As
      defined in the Custodial Agreement.

     

    ARTICLE
      II.


     

    FORMATION
      OF TRUST; CONVEYANCE OF MORTGAGE LOANS

     

    Section
      2.01. Conveyance
      to the Trustee.

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    (a) 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: (i) the Mortgage
      Loans, 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 after the Cut-Off
      Date, and proceeds of the conversion, voluntary or involuntary, of the
      foregoing; (ii) the Sale and Servicing Agreements; provided
      that the
      Depositor hereby reserves its right to indemnification under the Sale and
      Servicing Agreements; (iii) the Custodial Agreement; (iv) the Assignment
      Agreements; (v) the Distribution Account, the Master Servicer Account, the
      Certificate Account and the Collection Accounts and (vi) 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, which 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 (collectively items (i)
      through (vi), the “Trust Estate”). 

     

    (b) It
      is
      intended that the conveyance of the Trust Estate by the Depositor to the Trustee
      as provided in this Section be, and be construed as, a sale of the Trust Estate
      by the Depositor to the Trustee for the benefit of the Certificateholders.
      It
      is, further, not intended that such conveyance be deemed a pledge of the Trust
      Estate by the Depositor to the Trustee to secure a debt or other obligation
      of
      the Depositor. However, in the event that the Trust Estate is held to be the
      property of the Depositor, or if for any reason this Agreement is held or deemed
      to create a security interest in the Trust Estate, then it is intended that
      this
      Agreement shall also be deemed to be a security agreement within the meaning
      of
      Articles 8 and 9 of the UCC and the corresponding articles of the Uniform
      Commercial Code of any other applicable jurisdiction; and the Depositor hereby
      grants to the Trustee for the benefit of the Certificateholders a security
      interest in all of the Depositor’s right, title and interest, whether now owned
      or existing or hereafter acquired or arising, in and to the Trust Estate. The
      Depositor and the Trustee, at the Depositor’s direction and expense, shall, to
      the extent consistent with this Agreement, take such actions as may be necessary
      to ensure that, if this Agreement were deemed to create a security interest
      in
      assets constituting the Trust Estate described above, 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
      Agreement.

     

    (c) 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.

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    (d) It
      is
      agreed and understood by the Depositor and the Trustee (and the Depositor so
      represents and recognizes) that it is not intended that any Mortgage Loan to
      be
      included in the Trust Estate be (i) a “High-Cost Home Loan” as defined in the
      New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost
      Home Loan” as defined in the New Mexico Home Loan Protection Act effective
      January 1, 2004, (iii) a “High-Cost Home Mortgage Loan” as defined in the
      Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
      or
      (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act
      effective February 1, 2005.

     

    Section
      2.02. Acceptance
      by the Trustee and Securities Administrator.

     

    By
      its
      execution of this Trust Agreement, the Trustee acknowledges and declares that
      it
      holds and shall 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 shall 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 this 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.

     

    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 applicable Custodian all Mortgage Loan documents that are to be included
      in
      the Trustee Mortgage Loan File for each Mortgage Loan for which such Custodian
      shall act as custodian. The Depositor and the Custodian acknowledge that,
      pursuant to the Custodial Agreement and in connection with the formation of
      the
      Trust, the Depositor hereby assigns the Custodial Agreement to the Trustee
      and
      agrees to cause a receipt to be issued in the name of the Trustee. It is
      understood that the Custodian will charge for its services under this Agreement
      as set forth in a separate agreement between such Custodian and the Securities
      Administrator, the payment of which fees and expenses (as set forth in such
      separate agreement) shall be the sole obligation of the Securities
      Administrator. The Securities Administrator will further pay or reimburse the
      Custodian upon its request for all reasonable expenses, disbursements and
      advances incurred or made by such Custodian in accordance with this Agreement,
      the Custodial Agreement and any document executed in connection herewith or
      therewith.

     

    Pursuant
      to a separate agreement, the Master Servicer shall pay the Trustee fee and
      the
      Securities Administrator fee from the Master Servicing Fee.

     

    Section
      2.03. REMIC
      Elections and REMIC Interests Designations.

     

    (a) REMIC
      Elections. Elections shall be made by the Securities Administrator to treat
      the
      assets of the Trust Estate described in the definition of the term “REMIC LT1,”
the assets of the Trust Estate described in the definition of the term “REMIC
      MT,” and the assets of the Trust Estate described in the definition of the term
      “REMIC UT” as separate REMICs for federal income tax purposes. The REMIC LT1
      Regular Interests shall constitute the regular interests in REMIC LT1; the
      REMIC
      MT Regular Interests shall constitute the REMIC regular interests in REMIC
      MT;
      and the REMIC UT Regular Interests shall constitute the regular interests in
      REMIC UT. The Class RC Certificates shall represent ownership of the sole Class
      of residual interest in REMIC LT1. The Class R Certificates shall represent
      ownership of the sole Class of residual interests in REMIC MT and REMIC UT.
      References in the Standard Terms to REMIC I and REMIC II shall be deemed, for
      purposes of this Trust Agreement, to refer to REMIC LT1, REMIC MT and REMIC
      UT
      referred to herein, as modified by this Trust Agreement.

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    (b) REMIC
      LT1
      Interests. REMIC LT1 shall issue each of the following Classes of Interests
      in
      book-entry form, each of which shall be a Class of REMIC LT1 Interests, having
      the following Certificate Rates and initial principal balances:

     

    
      	
              Class

            	
              Initial
                Certificate Balance

              Or
                Notional Amount

            	
              Certificate
                Rate

            
	 	 	 
	
              LT1-Pool

            	
              (1)

            	
              (2)

            
	
              LT1-Sub-A

            	
              (3)

            	
              (2)

            
	
              LT1-Sub-B

            	
              (3)

            	
              (2)

            
	
              LT1-AX

            	
              (4)

            	
              7.00%

            
	
              RC

            	
              (5)

            	
              (5)

            
	 	 	 


    

     

    
      	 	
              (1)

            	
              This
                interest shall have an initial principal balance equal to the excess
                of
                (i) the aggregate principal balance of the Mortgage Loans as of the
                Cut-Off Date, over (ii) the aggregate initial principal balance of
                each
                other regular interest in REMIC
                LT1.

            


    

     

    
      	 	
              (2)

            	
              This
                Interest shall bear interest for any Interest Accrual Period equal
                to (i)
                the weighted average of the Net Rates of all the Mortgage Loans as
                of the
                beginning of such Interest Accrual Period, weighted on the Scheduled
                Principal Balance of each such Mortgage Loan as of the first day
                of the
                preceding calendar month and determined by subjecting the Net Rate
                of each
                such Mortgage Loan to a cap equal to the Designated Rate for the
                related
                Collateral Group over (ii) (x) the sum of any expenses payable to
                the
                Securities Administrator or to the Trustee (to the extent such expenses
                were not taken into account in computing the Net Rate of any Mortgage
                Loan
                and do not constitute “unanticipated expenses” of a REMIC within the
                meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)) divided
                by (y)
                the aggregate Scheduled Principal Balance of the Mortgage Loans as
                of the
                beginning of such Interest Accrual
                Period.

            


    

     

    
      	 	
              (3)

            	
              This
                Interest shall have an initial principal balance of 1% of the aggregate
                Scheduled Principal Balance of the Mortgage Loans as of the Cut-Off
                Date.

            


    

     

    
      	 	
              (4)

            	
              This
                Interest shall have a notional balance, which for any Distribution
                Date
                shall be equal to the Class A-X Notional Amount.
                

            


    

     

    
      	 	
              (5)

            	
              The
                Class RC Certificate shall not be entitled to payments of principal
                or
                interest.

            


    

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


     

    (c) REMIC
      MT.
      REMIC MT shall issue the following Classes of Interests in book-entry form,
      with
      the designations, initial principal balances and Certificate Rates indicated,
      each of which shall be a Class of REMIC MT Interests:

    


    
      	
              Class

            	
              Initial
                Class

              Principal
                Balance

            	
              Certificate
                Rate

            	
               

               

              Corresponding

              Class
                of Certificates

            
	
              MT-1A-1

            	
              (1)

            	
              5.00%

            	
              1A-1

            
	
              MT-2A-4

            	
              (1)

            	
              5.50%

            	
              2A-4

            
	
              MT-2A-5

            	
              (1)

            	
              5.50%

            	
              2A-5

            
	
              MT-2A-6

            	
              (1)

            	
              5.50%

            	
              2A-6

            
	
              MT-2A-7

            	
              (1)

            	
              5.50%

            	
              2A-7

            
	
              MT-2A-8

            	
              (1)

            	
              5.50%

            	
              2A-8

            
	
              MT-2A-9

            	
              (1)

            	
              5.50%

            	
              2A-9

            
	
              MT-3A-2

            	
              (1)

            	
              6.00%

            	
              3A-2

            
	
              MT-3A-3

            	
              (1)

            	
              6.00%

            	
              3A-3

            
	
              MT-3A-4

            	
              (1)

            	
              6.00%

            	
              3A-4,
                3-A16

            
	
              MT-3A-5

            	
              (1)

            	
              6.00%

            	
              3A-5

            
	
              MT-3A-6

            	
              (1)

            	
              6.00%

            	
              3A-6,
                3-A7

            
	
              MT-3A-8

            	
              (1)

            	
              6.00%

            	
              3A-8

            
	
              MT-3A-9

            	
              (1)

            	
              6.00%

            	
              3A-9,
                3-A10

            
	
              MT-3A-11

            	
              (1)

            	
              6.00%

            	
              3A-11,
                3A-10

            
	
              MT-3A-13

            	
              (1)

            	
              6.00%

            	
              3A-13

            
	
              MT-4A-1

            	
              (1)

            	
              7.00%

            	
              4A-1,
                4A-2

            
	
              MT-A-X

            	
              (2)

            	
              7.00%

            	
              A-X

            
	
              MT-M-1

            	
              (1)

            	
              (3)

            	
              M-1

            
	
              MT-B-1

            	
              (1)

            	
              (3)

            	
              B-1

            
	
              MT-B-2

            	
              (1)

            	
              (3)

            	
              B-2

            
	
              MT-B-3

            	
              (1)

            	
              (3)

            	
              B-3

            
	
              MT-B-4

            	
              (1)

            	
              (3)

            	
              B-4

            
	
              MT-B-5

            	
              (1)

            	
              (3)

            	
              B-5

            
	
              MT-B-6

            	
              (1)

            	
              (3)

            	
              B-6

            
	
              II-R

            	
              (4)

            	
              (4)

            	
              R

            


    

     

    
      	 	
              (1)

            	
              This
                initial Class principal balance for this Interest shall equal the
                Initial
                Class Principal Balance of its Corresponding Class of Certificates,
                but
                shall not include the Notional Amount of any Interest Only
                Certificate.

            


    

     

    
      	 	
              (2)

            	
              This
                interest shall have a notional balance, which for any Distribution
                Date
                shall be equal to the Class A-X Notional
                Amount.

            


    

     

    
      	 	
              (3)

            	
              For
                each Distribution Date (and the related Interest Accrual Period)
                this
                Interest shall bear interest at a per annum rate equal to the B Average
                Rate, adjusted to take into account the sum of any expenses payable
                to the
                Securities Administrator or the Trustee (to the extent (i) not taken
                into
                account in computing the Net Rate of any Mortgage Loan, (ii) such
                expense
                is not an “unanticipated expense” within the meaning of the Treasury
                Regulation Section 1.860G-1(b)(3)(ii) and (iii) such expense was
                not taken
                into account in computing the interest rate of an interest with a
                greater
                level of subordination).

            


    

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


     

    
      	 	
              (4)

            	
              The
                Class II-R interest shall not be entitled to payments of principal
                or
                interest.

            


    

     

    (d) REMIC
      UT.
      REMIC UT shall issue the following Classes of Certificates (other than the
      Class
      RC and Class R Certificates), with the designations, initial Certificate
      Balances and Certificate Rates indicated, each of which (other than the Class
      RC
      and Class R Certificates) shall be a Class of REMIC UT Regular
      Interests.

    

      
        	
                Class

              	 	
                Initial
                  Certificate Balance

                Or
                  Notional Amount

              	 	
                Certificate
                  Rate

              	 
	
                1A-1

              	 	
                $

              	
                2,520,000

              	 	 	
                5.00%

              	 
	
                2A-4(6)

              	 	
                $

              	
                124,215,000

              	 	 	
                5.50%

              	 
	
                2A-5(6)

              	 	
                $

              	
                9,800,000

              	 	 	
                5.50%

              	 
	
                2A-6(6)

              	 	
                $

              	
                310,270,000

              	 	 	
                5.50%

              	 
	
                2A-7(6)

              	 	
                $

              	
                187,566,000

              	 	 	
                5.50%

              	 
	
                2A-8(6)

              	 	
                $

              	
                18,909,000

              	 	 	
                5.50%

              	 
	
                2A-9(6)

              	 	
                $

              	
                19,313,000

              	 	 	
                5.50%

              	 
	
                3A-2(6)

              	 	
                $

              	
                157,522,000

              	 	 	
                6.00%

              	 
	
                3A-3(6)

              	 	
                $

              	
                14,461,000

              	 	 	
                6.00%

              	 
	
                3A-4(6)

              	 	
                $

              	
                132,127,000

              	 	 	
                5.75%

              	 
	
                3A-5

              	 	
                $

              	
                12,314,000

              	 	 	
                6.00%

              	 
	
                3A-6

              	 	
                $

              	
                153,000,000

              	 	 	
                (4)

              	 
	
                3A-7

              	 	
                $

              	
                153,000,000(1)

              	 	 	
                (4)

              	 
	
                3A-8

              	 	
                $

              	
                50,000,000

              	 	 	
                6.00%

              	 
	
                3A-9(6)

              	 	
                $

              	
                142,670,000

              	 	 	
                5.50%

              	 
	
                3A-10(6)

              	 	
                $

              	
                13,972,500

              	(1)	 	
                6.00%

              	 
	
                3A-11

              	 	
                $

              	
                50,000,000

              	 	 	
                5.75%

              	 
	
                3A-13

              	 	
                $

              	
                10,112,000

              	 	 	
                6.00%

              	 
	
                3A-16(6)

              	 	
                $

              	
                5,505,291

              	(1) 	 	
                6.00%

              	 
	
                4A-1

              	 	
                $

              	
                165,077,000

              	 	 	
                (4)

              	 
	
                4A-2

              	 	
                $

              	
                165,077,000

              	(1)	 	
                (4)

              	 
	
                A-X

              	 	
                $

              	
                289,486

              	(1)	 	
                7.00%

              	 
	
                M-1

              	 	
                $

              	
                10,462,000

              	 	 	
                (2)

              	 
	
                B-1

              	 	
                $

              	
                16,867,000

              	 	 	
                (2)

              	 
	
                B-2

              	 	
                $

              	
                8,032,000

              	 	 	
                (2)

              	 
	
                B-3

              	 	
                $

              	
                4,016,000

              	 	 	
                (2)

              	 
	
                B-4

              	 	
                $

              	
                3,212,000

              	 	 	
                (2)

              	 
	
                B-5

              	 	
                $

              	
                1,606,000

              	 	 	
                (2)

              	 
	
                B-6

              	 	
                $

              	
                2,413,395

              	 	 	
                (2)

              	 
	
                X

              	 	 	
                (5)

              	 	 	
                (5)

              	 
	
                RC

              	 	 	
                (3)

              	 	 	
                (3)

              	 
	
                R

              	 	 	
                (3)

              	 	 	
                (3)

              	 


      

    

    

      
        	 	
                (1)

              	
                Notional
                  Amount.

              


      

       


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      
        	 	
                (2)

              	
                For
                  each Distribution Date (and the related Interest Accrual Period)
                  each of
                  the Class M-1, Class B-1, Class B-2, Class B-3, Class B-4, Class
                  B-5 and
                  Class B-6 Certificates shall accrue interest at a per annum rate
                  equal to
                  the B Average Rate.

              


      

       

      
        	 	
                (3)

              	
                REMIC
                  UT shall also issue the Class III-R Interest, which shall represent
                  the
                  sole Class of residual interest in REMIC UT. The Class R Certificate
                  shall
                  represent beneficial ownership of the Class II-R and Class III-R
                  Interests. 

              


      

       

      
        	 	
                (4)

              	
                The
                  annual certificate interest rate for certificates with floating
                  rates of
                  interest are set forth in the table
                  below:

              


      

       

    

    
      	
              Class

            	
              Formula

            	
              Initial

            	
              Minimum

            	
              Maximum

            
	
              3A-6

            	
              1
                mo. LIBOR ) 0.60%

            	
              5.92%

            	
              0.60%

            	
              6.00%

            
	
              3A-7

            	
              5.40%
                - 1 mo. LIBOR

            	
              0.08%

            	
              0.00%

            	
              5.40%

            
	
              4A-1

            	
              1
                mo. LIBOR ) 0.30%

            	
              5.62%

            	
              0.30%

            	
              7.00%

            
	
              4A-2

            	
              6.70%
                - 1 mo. LIBOR

            	
              1.38%

            	
              0.00%

            	
              6.70%

            


    

    


     

    
      	 	
              (5)

            	
              The
                Class X Certificate shall have no Certificate Balance and shall not
                be
                entitled to distributions of interest or principal. The Class X
                Certificate does not represent an interest in any REMIC created
                hereby.

            


    

     

    
      	 	
              (6)

            	
              The
                Exchangeable REMIC Certificates shall be issued in uncertificated
                form to
                the Exchange Trustee and held in trust pursuant to terms of the Exchange
                Agreement. Pursuant to the terms of the Exchange Agreement, each
                Class of
                Exchange Certificates shall be issuable in exchange for a certificated
                interest in the Classes of Exchangeable REMIC Certificates in the
                related
                Combination Group pursuant to the terms of the Exchange
                Agreement.

            


    

     

    (e) REMIC
      Scheduled Final Distribution. The Scheduled Final Distribution Date for the
      Regular Interests in REMIC LT1, REMIC MT and REMIC UT 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.

     

    (a) REMIC
      UT
      Distributions. In accordance with Section 3.01(d) of the Standard Terms and
      subject to the exceptions set forth below and to Section 3.02, on each
      Distribution Date, the Securities Administrator shall withdraw the aggregate
      Available Distribution Amount for each Collateral Group from the Certificate
      Account, and shall distribute it in the following manner and order of
      priority:

     

    
      	 	
              (b)

            	
              to
                each Class of REMIC Certificates that are Senior Certificates related
                to
                such Collateral Group, Accrued Certificate Interest thereon, pro
                rata in
                proportion to the amount of Accrued Certificate Interest owing to
                each
                such Class; provided
                that, Accrued Certificate Interest on the Class 2A-9 Certificates
                shall be
                added to the Class Principal Balance thereof and shall be distributed
                in
                the following order of priority:

            


    

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    
      	 	
              (i)

            	
              to
                the Class 2A8 Certificates, until the Class Principal Balance thereof
                is
                reduced to zero; and

            


    

     

    
      	 	
              (ii)

            	
              to
                the Class 2A-9 Certificates, until the Class Principal Balance thereof
                is
                reduced to zero; 

            


    

     

     

    
      	 	
              (c)

            	
              to
                the REMIC Certificates that are Senior Certificates (other than the
                Interest Only Certificates) related to such Collateral Group, to
                the
                extent of the remaining Available Distribution Amount for such Collateral
                Group, as follows:

            


    

     

    
      	 	
              (i)

            	
              to
                the Class 1A-1 Certificates, in reduction of their Class Principal
                Balance, from the Available Distribution Amount for Collateral Group
                1 in
                an amount up to the Senior Principal Distribution Amount for Collateral
                Group 1 for such Distribution Date, until the Class Principal Balance
                thereof is reduced to zero; 

            


    

     

    
      	 	
              (i)

            	
              to
                the Class 2A-4, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-8 and
                Class
                2A-9 Certificates, in reduction of their respective Class Principal
                Balances, from the Available Distribution Amount for Collateral Group
                2 in
                an amount up to the Senior Principal Distribution Amount for Collateral
                Group 2 for such Distribution Date, in the following order of
                priority:

            


    

     

    
      	 	
              (A)

            	
              to
                the Class 2A-4 and Class 2A-5 Certificates, pro rata, in proportion
                to the
                Class Principal Balance of each such class, the Group 2 NAS Priority
                Amount for such Distribution Date, until the Class Principal Balance
                of
                each such class is reduced to zero;

            


    

     

    
      	 	
              (B)

            	
              to
                the Class 2A-6 Certificates, until the Class Principal Balance thereof
                is
                reduced to the PAC(A) Scheduled Amount for such Distribution
                Date;

            


    

     

    
      	 	
              (C)

            	
              to
                the Class 2A-7 Certificates, until the Class Principal Balance thereof
                is
                reduced to zero;

            


    

     

    
      	 	
              (D)

            	
              to
                the Class 2A-6 Certificates, without regard to the PAC(A) Scheduled
                Amount
                for such Distribution Date, until the Class Principal Balance thereof
                is
                reduced to zero;

            


    

     

    
      	 	
              (E)

            	
              to
                the Class 2A-8 Certificates, until the Class Principal Balance thereof
                is
                reduced to zero;

            


    

     

    
      	 	
              (F)

            	
              to
                the Class 2A-9 Certificates, until the Class Principal Balance thereof
                is
                reduced to zero; and 

            


    

     


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    (G)   to
      the
      Class 2A-4 and Class 2A-5 Certificates, pro rata, in proportion to the Class
      Principal Balance of each such class, until the Class Principal Balance of
      each
      such class is reduced to zero;  

     

    
      	 	
              (iii)

            	
              to
                the Class 3A-2, Class 3A-3, Class 3A-4, Class 3A-5, Class 3A-6, Class
                3A-8, Class 3A-9, Class 3A-11 and Class 3A-13 Certificates, in reduction
                of their respective Class Principal Balances, from the Available
                Distribution Amount for Collateral Group 3 in an amount up to the
                Senior
                Principal Distribution Amount for Collateral Group 3 for such Distribution
                Date, in the following order of priority:


            


    

     

    
      	 	
              (A)

            	
              to
                the Class 3A-4 and Class 3A-5 Certificates, pro rata, in proportion
                to the
                Class Principal Balance of each such class, the Group 3 NAS Priority
                Amount for such Distribution Date, until the Class Principal Balance
                of
                each such class is reduced to zero;

            


    

     

    
      	 	
              (B)

            	
              to
                the Class 3A-2, Class 3A-3, Class 3A-6, Class 3A-8, Class 3A-9, Class
                3A-11 and Class 3A-13 Certificates, concurrently, as
                follows:

            


    

     

    
      	 	
              (I)

            	
              the
                Group 3(A) Principal Distribution Percentage of the amount distributable
                pursuant to clause (iii)(B), to the Class 3A-2 and Class 3A-3
                Certificates, in the following order of
                priority:

            


    

     

    
      	 	
              (a)

            	
              to
                the Class 3A-2 Certificates, until the Class Principal Balance thereof
                is
                reduced to zero; and

            


    

     

    
      	 	
              (b)

            	
              to
                the Class 3A-3 Certificates, until the Class Principal Balance thereof
                is
                reduced to zero; 

            


    

     

    
      	 	
              (II)

            	
              the
                Group 3(B) Principal Distribution Percentage of the amount distributable
                pursuant to clause (iii)(B), to the Class 3A-6, Class 3A-8, Class
                3A-9,
                Class 3A-11 and Class 3A-13 Certificates, in the following order
                of
                priority: 

            


    

     

    
      	 	
              (a)

            	
              to
                the Class 3A-8 Certificates, the Group 3(B)(I) Principal Distribution
                Percentage of the amount distributable pursuant to clause (iii)(B)(II),
                until the Class Principal Balance thereof is reduced to
                zero;

            


    

     

    
      	 	
              (b)

            	
              to
                the Class 3A-6, Class 3A-9 and Class 3A-11 Certificates, the Group
                3(B)(II) Principal Distribution Percentage of the amount distributable
                pursuant to clause (iii)(B)(II), in the following order of
                priority:

            


    

     


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    
      	 	
              (i)

            	
              to
                the Class 3A-9 and Class 3A-11 Certificates, pro rata, until the
                aggregate
                Class Principal Balance of such classes is reduced to the PAC(B)
                Scheduled
                Amount for such Distribution Date; 

            


    

     

    
      	 	
              (ii)

            	
              to
                the Class 3A-6 Certificates, until the Class Principal Balance thereof
                is
                reduced to zero; and

            


    

     

    
      	 	
              (iii)

            	
              to
                the Class 3A-9 and Class 3A-11 Certificates, pro rata, without regard
                to
                the PAC(B) Scheduled Amount for such Distribution Date, until the
                Class
                Principal Balance of each such class is reduced to zero;
                and

            


    

     

    
      	 	
              (c)

            	
              to
                the Class 3A-13 Certificates until the Class Principal Balance thereof
                is
                reduced to zero; and

            


    

     

    
      	 	
              (III)

            	
              to
                the Class 3A-4 and Class 3A-5 Certificates, pro rata, until the Class
                Principal Balance of each such class is reduced to zero;
                and

            


    

    
       

    

    (iv)   to
      the
      Class 4A-1 Certificates, in reduction of their Class Principal Balance, from
      the
      Available Distribution Amount for Collateral Group 4 in an amount up to the
      Senior Principal Distribution Amount for Collateral Group 4 for such
      Distribution Date, until the Class Principal Balance of such class is reduced
      to
      zero; 

     

    
      	 	
              (iv)

            	
              to
                the extent of the remaining Available Distribution Amount for Collateral
                Group 1, Collateral Group 2, Collateral Group 3 and Collateral Group
                4,
                but subject to the prior distribution of amounts described under
                Section
                3.01(e) below, to the related classes of 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 (ii) their
                pro
                rata shares,
                based on their outstanding Certificate Balances, of the Subordinate
                Principal Distribution Amount for each such Collateral 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 related Subordinate Principal
                Prepayment Amount otherwise allocable to the Class or Classes 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; 

            


    

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    
      	 	
              (v)

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

            


    

     

    
      	 	
              (vi)

            	
              after
                all of the other Classes of Certificates (other than the Residual
                Certificates) have been paid in full, the remainder, if any, which
                is
                expected to be zero, of the Available Distribution Amount for all
                Collateral Groups (other than any Fair Market Value Excess remaining
                after
                an optional termination of the Trust Estate) to the Class RC Certificates
                to the extent such remainder is applicable to REMIC LT1 and otherwise
                to
                the Class R Certificates. 

            


    

     

    (d) On
      each
      Distribution Date on or after the Credit Support Depletion Date, to the extent
      of the Available Distribution Amount allocable to each Collateral Group on
      such
      Distribution Date, distributions shall be made to the Senior Certificates
      related to each such Collateral Group, in respect of interest (pro
      rata
      according to Accrued Certificate Interest for such Distribution Date) and then
      with respect to principal (pro
      rata
      according to their outstanding principal balances; and the remainder (other
      than
      any Fair Market Value Excess remaining after the optional termination of the
      Trust Estate), if any, which is expected to be zero, of the Available
      Distribution Amount for each such Collateral Group shall be distributed to
      the
      holders of the Class RC Certificates to the extent such remainder is applicable
      to REMIC LT1 and otherwise to the holder of the Class R
      Certificates.

     

    On
      each
      Distribution Date on which the aggregate Certificate Principal Balance of the
      Senior Certificates of two or more related Certificate Groups has been reduced
      to zero, any amounts distributable pursuant to this Section 3.01(d) shall be
      allocated, as to each applicable related Class of Subordinate Certificates,
      in
      proportion to such Class’s Subordinate Class Percentage of the Subordinate
      Principal Distribution Amount for the Collateral Group relating to each such
      retired Certificate Group.

     

    On
      each
      Distribution Date on which the Senior Certificates of two or more related
      Certificate Groups remain outstanding, any amounts distributable pursuant to
      this Section 3.01(d) shall be distributed in proportion to the aggregate
      Certificate Principal Balances of such Certificates of each such Certificate
      Group.

     

    (e) On
      any
      Distribution Date on which any Certificate Group constitutes an
      Undercollateralized Group, all amounts with respect to the related Mortgage
      Loans otherwise distributable as principal on the related Subordinate
      Certificates, in reverse order of priority (other than amounts necessary to
      pay
      Deferred Principal Amounts or unpaid Current Shortfalls) (or, following the
      related Credit Support Depletion Date, such other amounts described in the
      immediately following sentence), shall be distributed as principal to the Senior
      Certificates (other than any Interest Only Certificates) of such
      Undercollateralized Group pursuant to Section 3.01(e), until the aggregate
      Certificate Principal Balance of such Senior Certificates equals the Pool
      Balance of the related Collateral Group (such distribution, an “Undercollateralization
      Distribution”).
      In
      the event that any Certificate Group constitutes an Undercollateralized Group on
      any Distribution Date following the related Credit Support Depletion Date,
      Undercollateralization Distributions shall be made from any Available
      Distribution Amount for each related Collateral Group that does not constitute
      an Undercollateralized Group remaining after all required amounts have been
      distributed to the Senior Certificates of such other Certificate Groups. 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) shall be distributed to the REMIC
      Certificates that are Senior Certificates of such Undercollateralized Group
      prior to the payment of any Undercollateralization Distributions from amounts
      otherwise distributable as principal on the related Subordinate Certificates,
      in
      reverse order of priority (or, following the Credit Support Depletion Date,
      as
      provided in the preceding sentence).

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    If
      on any
      Distribution Date two or more related Certificate Groups are Undercollateralized
      Groups, the distribution described in the immediately preceding paragraph shall
      be made in proportion to the amount by which the aggregate Certificate Principal
      Balance of the REMIC Certificates that are Senior Certificates of each such
      Certificate Group, after giving effect to distributions pursuant to Section
      3.01(a) on such Distribution Date, exceeds the Pool Balance of the related
      Collateral Group for such Distribution Date.

     

    (f) REMIC
      LT1
      Distributions. On each Distribution Date, the Securities Administrator shall
      apply amounts in the REMIC LT1 Distribution Account to the REMIC LT1 Regular
      Interests in the same manner that amounts are distributed on any Corresponding
      Classes of Certificates on such Distribution Date.

     

    On
      each
      Distribution Date, the Securities Administrator shall apply remaining amounts
      in
      the REMIC LT1 Distribution Account in respect of interest to the Class LT1
      Pool,
      Class LT1-Sub-A and Class LT1-Sub-B Interests in accordance with their interest
      rates set forth above. In addition, on each Distribution Date, the Trustee
      shall
      apply amounts in the REMIC LT1 Distribution Account in respect of principal
      to
      the Class LT1-Pool, Class LT1-Sub-A and Class LT1-Sub-B Interests as
      follows:

     

    
      	 	
              (i)

            	
              first,
                to the Class LT1-Sub-A and Class LT1-Sub-B Interests, the minimum
                amounts
                to each such that following that allocation the weighted average
                rate of
                the Class LT1-Sub-A and Class LT1-Sub-B Interests, weighted on the
                principal balances thereof and determined by subjecting the Class
                LT1-Sub-A Interest to a floor of 7.7788% and subjecting the Class
                LT1-Sub-B Interest to a cap of 4.000%, equals the interest rate on
                the
                Class B Certificates for the following Distribution
                Date;

            


    

     

    
      	 	
              (ii)

            	
              second,
                to the Class LT1-Pool Interest until its principal balance is reduced
                to
                zero; and

            


    

     

    
      	 	
              (iii)

            	
              third,
                pro
                rata
                to
                the Class LT1-Sub-A and Class LT1-Sub-B Interests in accordance with
                their
                principal balances following clause (i)
                above.

            


    

     

    Realized
      Losses and Shortfalls shall be allocated in the same manner.

     

    The
      Securities Administrator shall withdraw all amounts allocated to the various
      REMIC LT1 Regular Interests and deposit such amounts in the Certificate Account
      for distribution pursuant to Section 3.01(a) above on such Distribution Date.
      Any amount remaining in the REMIC LT1 Distribution Account after making all
      other payments required under this Section 3.01(d) shall be distributed to
      the
      holder of the Class RC Certificates.

     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    (g) REMIC
      MT
      Distributions. On each Distribution Date, the Securities Administrator shall
      apply amounts in the REMIC MT Distribution Account to the REMIC MT 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 Securities Administrator
      shall withdraw all amounts allocated to the various REMIC MT Regular Interests
      and deposit such amounts in the Certificate Account for distribution pursuant
      to
      Section 3.01(a) above on such Distribution Date. Any amount remaining in the
      REMIC MT Distribution Account after making all other payments required under
      this Section 3.01(e) shall be distributed to the holder of the Class R
      Certificates.

     

    (h) On
      each
      Distribution Date on which any Fair Market Value Excess is on deposit in the
      Certificate Account and such Fair Market Value Excess has not been previously
      distributed in accordance with this Section 3.01(h), the Securities
      Administrator shall withdraw such Fair Market Value Excess, from the Certificate
      Account, and shall distribute it to the Holder of the Class RC
      Certificates.

     

    Section
      3.02. Allocation
      of Realized Losses and Shortfalls.

     

    (a) Realized
      Losses of Principal.

     

    (i) On
      each
      Distribution Date, the respective Applicable Fractions of each Realized Loss
      on
      a Mortgage Loan, to the extent allocable to principal, shall be allocated to
      the
      related Collateral Groups for further allocation to the Class or Classes of
      REMIC Interests supported by such Collateral Groups in reduction of the
      Certificate Balance thereof; provided,
      however,
      that
      any Realized Loss allocated to a Collateral Group shall be allocated first
      to
      the Subordinate Interests related to such Collateral Group, in reverse numerical
      order, until the Certificate Balance thereof is reduced to zero, and then
pro
      rata
      to the
      Senior Interests related to such Collateral Group; provided
      further,
      that
      (a) any Realized Losses otherwise allocable to the Class 2A-4 Certificates
      shall
      instead be allocated to the Class 2A-5 Certificates, until the Class Principal
      Balance of the Class 2A-5 Certificates is reduced to zero and (b) any Realized
      Losses otherwise allocable to the Class 3A-4, Class 3A-6 and Class 3A-11
      Certificates shall instead be allocated to the Class 3A-5 Certificates, up
      to
      84.6516160468%, 2.8422933247% and 12.5060906286% of the outstanding Class
      Principal Balance of the Class 3A-5 Certificates, respectively.

     

    (ii) The
      distribution of any Current Realized Losses and Deferred Principal Amounts
      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 MT, until the Certificate Balance thereof has
      been reduced to zero. The Current Realized Losses and Deferred Principal Amounts
      shall be paid from the amounts otherwise payable to the Classes of Subordinate
      Interests related to the applicable REMIC, beginning with the Class having
      the
      highest numerical designation. Any Current Realized Losses and Deferred
      Principal Amounts not paid on the Distribution Date relating to the Due Period
      in which the Realized Loss was incurred shall be carried forward and shall
      be
      included in the Current Realized Losses and Deferred Principal Amounts for
      the
      next Distribution Date.

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    (iii) Any
      Realized Losses allocated to a Class of REMIC MT 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 UT
      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 Collateral Group or Groups, on the basis of the amount of interest
      due
      to such Collateral Group from such Mortgage Loan. On each Distribution Date,
      the
      interest portion of each Realized Loss allocated to a Collateral Group in
      accordance with the preceding sentence shall be further allocated pro
      rata,
      on the
      basis of Accrued Certificate Interest, on the Class Principal Balance thereof,
      in the case of the Senior Certificates, and the related Apportioned Principal
      Balance, in the case of the Subordinated Interests, to each Class of related
      REMIC Interests; provided that the interest portion of any Realized Losses
      allocated to the related 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 Monthly Advances and Servicemembers 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 in the
      following order of priority: (1) sequentially, to the Subordinate Certificates,
      in the inverse order of their priority and (2) to the related Classes of Senior
      Certificates, pro
      rata,
      in
      proportion to the Accrued Certificate Interest otherwise distributable
      thereon.

     

    (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 of any Subsequent Recovery, (i) such amount shall be treated as a
      Principal Prepayment Amount and shall be included in the related 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 Class or Classes to which the related Realized Loss had previously been
      allocated, whether or not such Class or Classes remain outstanding, shall be
      increased in direct order of 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. 

     

     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    Section
      3.03. The
      Separate Interest Trust. 

     

    The
      Depositor hereby assigns and conveys to the Securities Administrator on behalf
      of the Trustee, and the Securities Administrator on behalf of the Trustee is
      hereby directed by the Depositor to accept and does accept, the Interest Rate
      Cap Agreement on behalf of a trust, separate from the Trust Estate, for the
      benefit of the Class 3A-6 and Class X Certificateholders (referred to herein
      as
      a “Separate
      Interest Trust”)
      in the
      forms presented to it by the Depositor and shall have no responsibility for
      the
      contents, adequacy or sufficiency of the Interest Rate Cap Agreement including
      without limitation, the representations and warranties contained
      therein.

     

    Section
      3.04.  The
      Basis Risk Reserve Fund.

     

    (a) On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee, in the Separate Interest Trust for the benefit of the
      holders of the Class 3A-6 and Class X Certificates, the Class 3A-6 Reserve
      Fund
      into which the Depositor shall deposit $1,000. The Securities Administrator
      on
      behalf of the Trustee shall hold the Class 3A-6 Interest Rate Cap Agreement
      as
      an asset in the Class 3A-6 Reserve Fund. The Class 3A-6 Reserve Fund shall
      be an
      Eligible Account, and funds on deposit therein shall be held separate and apart
      from, and shall not be commingled with, any other moneys, including without
      limitation other moneys of the Securities Administrator held pursuant to this
      Agreement. The Class 3A-6 Reserve Fund shall not be an asset of any REMIC or
      the
      Trust Estate established hereby.

     

    (b) On
      each
      Distribution Date, after deposit of any portion of Class 3A-6 Interest Rate
      Cap
      Amounts remaining after distributions to the Holders of the Class 3A-6
      Certificates pursuant to Section 3.05(c), the Securities Administrator shall
      distribute the amounts then on deposit in the Class 3A-6 Reserve Fund, including
      any earnings thereon, on behalf of the Trust Estate for distribution to the
      Class 3A-6 Certificates in the amount of (i) any remaining Basis Risk Shortfalls
      for such Class and such Distribution Date and (ii) any Basis Risk Shortfalls
      for
      such Class that remain unpaid from prior Distribution Dates. On any Distribution
      Date, any amounts that the Securities Administrator is not required to
      distribute from the Class 3A-6 Reserve Fund pursuant to this Section 3.04(b)
      shall remain on deposit in the Class 3A-6 Reserve Fund.

     

    (c) Upon
      the
      earlier to occur of (i) the Distribution Date on which the Class Principal
      Balance of each of the Class 3A-6 Certificates is reduced to zero and (ii)
      the
      termination of the Trust Estate, any amounts remaining in the Class 3A-6 Reserve
      Fund shall be distributed to the Class X Certificateholder.

     

    (d) Funds
      in
      the Basis Risk Reserve Funds shall be invested in the Wells Fargo Prime
      Advantage Money Market Fund. Any earnings on amounts in the Basis Risk Reserve
      Fund shall be for the benefit of the Class X Certificateholder. The Class X
      Certificate shall evidence ownership of the Basis Risk Reserve Fund for federal
      income tax purposes and the Class X Certificateholder shall direct the Trustee,
      in writing, as to investment of amounts on deposit therein. The Class X
      Certificateholder shall be liable for any losses incurred on such investments.
      In the absence of written instructions from the Class X Certificateholder as
      to
      investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall
      be invested in money market funds as described in clause (v) of the definition
      of Permitted Investments.

     

     


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    (e)
       For
      federal income tax purposes, the Securities Administrator shall treat the
      holders of the Class 3A-6 Certificates as having entered into a notional
      principal contract with the holders of the Class X Certificates. Pursuant to
      such notional principal contract, all holders of the Class X Certificates shall
      be treated as having agreed to pay Basis Risk Shortfalls to the holders of
      the
      Class 3A-6 Certificates. Any payments to the Class 3A-6 Certificates in light
      of
      the foregoing shall not be payments with respect to a “ regular interest” in a
      REMIC within the meaning of Code Section 860G(a)(1). Notwithstanding the
      priority and sources of payments set forth in Article III hereof or otherwise,
      the Securities Administrator shall account for all distributions on the
      Certificates as set forth in this section. For purposes of providing tax
      information reporting with respect to the Class 3A-6 Certificates, the
      Securities Administrator shall treat the notional principal contract described
      in this paragraph as having a value of $311,000 as of the Closing Date.


     

    Section
      3.05. The
      Interest Rate Cap Agreement.

     

    (a) Each
      Holder of a Class 3A-6 or Class X Certificate is deemed, by acceptance of such
      Class 3A-6 or Class X Certificate, to authorize the Trustee to accept the Class
      3A-6 Interest Rate Cap Agreement.

     

    (b) Pursuant
      to the Class 3A-6 Interest Rate Cap Agreement, the Interest Rate Cap
      Counterparty shall have provided the Trustee and the Securities Administrator
      with notice of the Class 3A-6 Interest Rate Cap Amount, if any, to be paid
      by
      the Interest Rate Cap Counterparty to the Securities Administrator on behalf
      of
      the Trustee for the account of the Separate Interest Trust pursuant to such
      Class 3A-6 Interest Rate Cap Agreement for each Distribution Date. Any Class
      3A-6 Interest Rate Cap Amounts received by the Securities Administrator on
      behalf of the Trustee pursuant to the Class 3A-6 Interest Rate Cap Agreement
      in
      connection with each such Distribution Date shall be deposited by the Securities
      Administrator on behalf of the Trustee into the Class 3A-6 Reserve Fund.


     

    (c) On
      each
      Distribution Date, the Securities Administrator on behalf of the Separate
      Interest Trust shall distribute amounts on deposit in the Class 3A-6 Reserve
      Fund representing the Class 3A-6 Interest Rate Cap Amount for such Distribution
      Date first, to the Holders of the Class 3A-6 Certificates, in an amount equal
      to
      the product of (i) one-twelfth and (ii) the excess, if any, of LIBOR for such
      Distribution Date (up to a maximum of 8.90% per annum) over 5.40% and (iii)
      the
      lesser of (x) an amount equal to the applicable notional amount under the Class
      3A-6 Interest Rate Cap Agreement for such Distribution Date and (y) the
      aggregate Certificate Principal Balance of the Class 3A-6 Certificates for
      such
      Distribution Date and second, to the Holders of the Class 3A-6 Certificates,
      in
      an amount up to any Basis Risk Shortfalls on the Class 3A-6 Certificates
      remaining unpaid from prior Distribution Dates. Any portion of the Class 3A-6
      Interest Rate Cap Amount remaining after such distributions shall be retained
      in
      the Class 3A-6 Reserve Fund for distribution pursuant to Section
      3.04.

     


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    (d) Upon
      termination of the Class 3A-6 Interest Rate Cap Agreement and payment of all
      amounts owed by the Interest Rate Cap Counterparty thereunder, following
      application by the Securities Administrator on behalf of the Trustee of funds
      in
      the Class 3A-6 Reserve Fund on the next succeeding Distribution Date to pay
      amounts owed pursuant to this Section and Section 3.04, the Securities
      Administrator on behalf of the Trustee shall terminate the Class 3A-6 Reserve
      Fund.

     

    (e) In
      the
      event of an early termination of the Class 3A-6 Interest Rate Cap Agreement,
      any
      termination payment made by the Interest Rate Cap Counterparty to the Separate
      Interest Trust (“Termination
      Receipts”)
      shall
      be deposited in a segregated non-interest bearing account which shall be an
      Eligible Account established by the Securities Administrator on behalf of the
      Trustee of the Separate Interest Trust (the “Termination
      Receipts Account”).
      The
      Securities Administrator shall invest, or cause to be invested, funds held
      in
      the Termination Receipts Account in time deposits of the Securities
      Administrator. All such investments must be payable on demand or mature on
      a
      Distribution Date or such other date as directed by a majority of the Class
      3A-6
      Certificateholders. All such Permitted Investments shall be made in the name
      of
      the Trustee of the Separate Interest Trust (in its capacity as such) or its
      nominee. All income and gain realized from any such investment shall be
      deposited in the Termination Receipts Account. 

     

    ARTICLE
      IV.

     

    THE
      SECURITIES

     

    Section
      4.01. The
      Certificates.

     

    The
      Certificates shall be designated generally as the Mortgage Pass-Through
      Certificates, Series 2007-1F. The aggregate principal amount of Certificates
      or
      Interests, as applicable, that may be executed and delivered under this Trust
      Agreement is limited to $1,606,484,395, except for Certificates executed and
      delivered upon registration of transfer of, or in exchange for, or in lieu
      of,
      other Certificates pursuant to Section 4.05 hereof or 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. The Certificates authorized by this Trust Agreement shall consist
      of the Certificates having the designations, Initial Certificate Balances or
      Notional Amounts and Certificate Rates specified in the table in Section
      2.03(d).

     

     


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    Section
      4.02. Denominations.

     

    Each
      of
      the Class A and Subordinate Certificates shall be issued in fully registered,
      book-entry form and shall be Book-Entry Certificates. Each Class of Residual
      Certificates and Class X Certificates shall be issued in fully registered,
      certificated form. The Class A Certificates (other than the Interest Only
      Certificates) are offered in minimum denominations of $25,000 initial
      Certificate Balance each and multiples of $1 in excess of $25,000 or, if the
      Class Principal Balance of such Class of Certificates is less than $25,000,
      the
      Class Principal Balance thereof. The Class 3A-7, Class 3A-10, Class 3A-16 and
      Class 4A-2 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 A-X Certificates are offered in the form of a single Certificate
      representing the entire Notional Amount thereof. The Subordinate Certificates
      are 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 Class A-X and the Residual Certificates) may be
      issued evidencing the sum of an authorized denomination thereof and the
      remainder of the initial Class Principal Balance (or, in the case of the
      Interest Only Certificates, the Notional Amount) of such Class. The Class X
      Certificate shall be issued in a percentage interest of 100%. Each Class of
      Residual Certificates shall be issued in percentage interests of 99.99% and
      0.01%.

     

    Section
      4.03. Redemption
      of Certificates.

     

    (a) There
      shall be no right to redemption pursuant to Section 10.01 of the Standard Terms.
      Moreover, notwithstanding anything to the contrary in Section 10.02 of the
      Standard Terms, the obligations created by this Trust Agreement shall 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 this Trust Agreement, following
      the
      final payment or other liquidation (or any Advance with respect thereto) of
      the
      last Mortgage Loan remaining in the Trust Estate or the disposition of all
      property acquired upon foreclosure of any such Mortgage Loan.

     

    (b) On
      or after the date on which the aggregate Scheduled Principal Balance of the
      Mortgage Loans
      is less than or equal to 1% of the aggregate Scheduled Principal Balance of
      such
      Mortgage Loans as of the Cut-Off Date the Master Servicer shall have the right
      to purchase the remaining Mortgage Loans and any other assets in REMIC LT1
      at
      the Termination Price and thereby cause the retirement of the related
      Certificates.

     

    Notwithstanding
      anything to the contrary contained herein, the obligations created by the Trust
      Agreement shall terminate upon payment to the Certificateholders of all amounts
      held in the Certificate Account and the REMIC LT1 Distribution Account and
      the
      REMIC MT 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 Estate or the disposition of all property acquired
      upon foreclosure of any such Mortgage Loan and (ii) the purchase of all of
      the
      assets of the Trust Estate as provided above. 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 Securities Administrator, which shall be specified
      in
      the notice of termination. Any repurchase of the assets of the Trust Estate
      pursuant to this Section 4.03 shall be made at a price equal to the Termination
      Price. 

     

     


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    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 and Class RC Certificates are Residual Certificates subject to Section
      5.05(c) of the Standard Terms.

     

    Section
      4.05. Deposit
      of Exchangeable REMIC Certificates.

     

    The
      Exchangeable REMIC Certificates shall be issued in uncertificated form to the
      Underwriter pursuant to Section 4(c) of the Underwriting Agreement and
      transferred by the Underwriter to the Exchange Trustee to be held in trust
      pursuant to terms of the Exchange Agreement.


    


    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, the Securities Administrator 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, the Securities
      Administrator, any such Rating Agency or their respective counsels.

     

    (b) Each
      of
      the Trustee, the Securities Administrator and the Master Servicer hereby
      requests and authorizes its counsel to issue on behalf of such Person 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 hereby and 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 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.

     

     


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    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.

     

    All
      demands and notices hereunder 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: david.stiepleman@gs.com
      and
      michelle.gill@gs.com) or such other address, telecopy number or email address
      as
      may hereafter be furnished to each party to this Trust Agreement in writing
      by
      the Depositor; (b) in the case of the Trustee, U.S. Bank National Association,
      One Wall Street, Suite 1600, New York, New York 10005, Attention:
      Structured Finance Department, GSR 2007-1F,
      or such
      other address or telecopy number as may hereafter be furnished to each party
      to
      this Trust Agreement in writing by the Trustee; (c) in the case of the Master
      Servicer, Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046,
      Attention: Corporate Trust Group (GSR 2007-1F) (or in the case of overnight
      deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045) Telephone: (410)
      884-2000 Facsimile: (410) 715-2380, or such other address, telecopy number
      or
      email address as may hereafter be furnished to each party to this Trust
      Agreement in writing by the Master Servicer; (d) in the case of the Securities
      Administrator, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, Attention: GSR 2007-1F, or such other address,
      telecopy number or email address as may hereafter be furnished to each party
      to
      this Trust Agreement in writing by the Securities Administrator; and (e) in
      the
      case of the Custodian, the addresses set forth in the Custodial Agreement with
      respect to such Custodian. The addresses of the rating agencies required to
      be
      stated herein pursuant to Section 13.08(d) of the Standard Terms are Fitch
      Ratings, One
      State Street Plaza, New York, New York 10004,
      and
      Standard & Poor’s Ratings Services, 55 Water Street, New York, New York
      10041.

    


    


    [Signature
      page follows]


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      



    IN
      WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer, the Securities
      Administrator and the Custodian 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/
      M.
      Gill        

    Name:
      M.
      Gill

    Title:
      Vice President

    


    


    U.S.
      BANK
      NATIONAL ASSOCIATION,

    not
      in
      its individual capacity, but solely in 

    its
      capacity as Trustee under this Trust Agreement

    


    By:
      /s/
      Patricia O’Neill        

    Name:
      Patricia O’Neill

    Title:
      Vice President

    


    


    WELLS
      FARGO BANK, N.A.,

    not
      in
      its individual capacity, but solely in its 

    capacity
      as Securities Administrator and Master 

    Servicer

    


    By:
      /s/
      Patricia M. F. Russo        

    Name:
      Patricia M. F. Russo

    Title:
      Vice President

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    DEUTSCHE
      BANK NATIONAL TRUST 

    COMPANY,
      

    not
      in
      its individual capacity, but solely in its 

    capacity
      as Custodian

    


    By:
      /s/
      Andrew Hays

    Name:
      Andrew Hays

    Title:
      Associate


    


    By:
      /s/
      Norma L. Catone

    Name:
      Norma L. Catone

    Title: Vice
      President


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Solely
      for purposes of Section 2.01(a), 

    accepted
      and agreed to by:

     

    GOLDMAN
      SACHS MORTGAGE

    COMPANY

    


    By: 
      Goldman
      Sachs Real Estate Funding

    Corp.,
      its General Partner

    


    


    By:
      _/s/
      Greg A. Finck___________________________

    Name:
      Greg A. Finck

    Title: Managing
      Director

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    


    Mortgage
      Loan Schedule

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      II

    


    Master
      Loan Purchase Agreements Related to the Mortgage Loans Acquired through the
      Conduit Program

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      III

    


    PAC
      Scheduled Amounts


    


    
      	
              Distribution
                Date

            	 	
              PAC(A)

              Scheduled
                Amount ($)

            	 	
              PAC(B)
                

              Scheduled
                Amount ($)

            
	
              Closing
                Date

            	 	
              310,270,000.00

            	 	
              192,670,000.00

            
	
              March
                25, 2007

            	 	
              307,733,994.83

            	 	
              191,157,913.46

            
	
              April
                25, 2007

            	 	
              305,085,206.19

            	 	
              189,569,668.28

            
	
              May
                25, 2007

            	 	
              302,324,750.97

            	 	
              187,905,924.07

            
	
              June
                25, 2007

            	 	
              299,453,803.58

            	 	
              186,167,379.87

            
	
              July
                25, 2007

            	 	
              296,473,595.08

            	 	
              184,354,773.71

            
	
              August
                25, 2007

            	 	
              293,385,412.42

            	 	
              182,468,882.12

            
	
              September
                25, 2007

            	 	
              290,190,597.48

            	 	
              180,510,519.59

            
	
              October
                25, 2007

            	 	
              286,890,546.19

            	 	
              178,480,537.99

            
	
              November
                25, 2007

            	 	
              283,486,707.49

            	 	
              176,379,826.03

            
	
              December
                25, 2007

            	 	
              279,980,582.33

            	 	
              174,209,308.58

            
	
              January
                25, 2008

            	 	
              276,373,722.56

            	 	
              171,969,946.04

            
	
              February
                25, 2008

            	 	
              272,667,729.83

            	 	
              169,662,733.61

            
	
              March
                25, 2008

            	 	
              268,864,254.40

            	 	
              167,288,700.64

            
	
              April
                25, 2008

            	 	
              264,965,436.15

            	 	
              164,848,909.80

            
	
              May
                25, 2008

            	 	
              260,973,010.94

            	 	
              162,344,456.34

            
	
              June
                25, 2008

            	 	
              256,988,387.03

            	 	
              159,776,467.28

            
	
              July
                25, 2008

            	 	
              253,011,635.53

            	 	
              157,177,221.00

            
	
              August
                25, 2008

            	 	
              249,042,833.47

            	 	
              154,547,356.96

            
	
              September
                25, 2008

            	 	
              245,082,063.72

            	 	
              151,927,670.49

            
	
              October
                25, 2008

            	 	
              241,129,414.87

            	 	
              149,318,137.80

            
	
              November
                25, 2008

            	 	
              237,195,981.30

            	 	
              146,722,342.95

            
	
              December
                25, 2008

            	 	
              233,281,677.07

            	 	
              144,140,215.34

            
	
              January
                25, 2009

            	 	
              229,387,924.17

            	 	
              141,571,684.72

            
	
              February
                25, 2009

            	 	
              225,514,618.09

            	 	
              139,016,681.23

            
	
              March
                25, 2009

            	 	
              221,661,654.81

            	 	
              136,475,135.37

            
	
              April
                25, 2009

            	 	
              217,828,930.89

            	 	
              133,946,978.00

            
	
              May
                25, 2009

            	 	
              214,016,343.42

            	 	
              131,432,140.35

            
	
              June
                25, 2009

            	 	
              210,223,790.01

            	 	
              128,930,554.00

            
	
              July
                25, 2009

            	 	
              206,451,168.82

            	 	
              126,442,150.91

            
	
              August
                25, 2009

            	 	
              202,698,378.52

            	 	
              123,966,863.38

            
	
              September
                25, 2009

            	 	
              198,965,318.34

            	 	
              121,504,624.06

            
	
              October
                25, 2009

            	 	
              195,251,888.01

            	 	
              119,055,365.99

            
	
              November
                25, 2009

            	 	
              191,557,987.78

            	 	
              116,619,022.52

            
	
              December
                25, 2009

            	 	
              187,883,518.43

            	 	
              114,195,527.38

            
	
              January
                25, 2010

            	 	
              184,228,381.25

            	 	
              111,784,814.63

            
	
              February
                25, 2010

            	 	
              180,592,478.06

            	 	
              109,386,818.68

            
	
              March
                25, 2010

            	 	
              176,975,711.16

            	 	
              107,001,474.30

            
	
              April
                25, 2010

            	 	
              173,377,983.39

            	 	
              104,628,716.59

            
	
              May
                25, 2010

            	 	
              169,799,198.08

            	 	
              102,268,480.99

            
	
              June
                25, 2010

            	 	
              166,239,259.07

            	 	
              99,920,703.29

            
	
              July
                25, 2010

            	 	
              162,698,070.69

            	 	
              97,585,319.62

            
	
              August
                25, 2010

            	 	
              159,175,537.79

            	 	
              95,262,266.42

            
	
              September
                25, 2010

            	 	
              155,671,565.69

            	 	
              92,951,480.49

            
	
              October
                25, 2010

            	 	
              152,186,060.22

            	 	
              90,652,898.96

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              PAC(A)

              Scheduled
                Amount ($)

            	 	
              PAC(B)
                

              Scheduled
                Amount ($)

            
	
              November
                25, 2010

            	 	
              148,718,927.71

            	 	
              88,366,459.29

            
	
              December
                25, 2010

            	 	
              145,270,074.95

            	 	
              86,092,099.26

            
	
              January
                25, 2011

            	 	
              141,839,409.24

            	 	
              83,829,756.99

            
	
              February
                25, 2011

            	 	
              138,426,838.35

            	 	
              81,579,370.92

            
	
              March
                25, 2011

            	 	
              135,032,270.55

            	 	
              79,340,879.81

            
	
              April
                25, 2011

            	 	
              131,655,614.56

            	 	
              77,114,222.76

            
	
              May
                25, 2011

            	 	
              128,296,779.60

            	 	
              74,899,339.18

            
	
              June
                25, 2011

            	 	
              124,955,675.36

            	 	
              72,696,168.78

            
	
              July
                25, 2011

            	 	
              121,632,211.98

            	 	
              70,504,651.63

            
	
              August
                25, 2011

            	 	
              118,326,300.10

            	 	
              68,324,728.08

            
	
              September
                25, 2011

            	 	
              115,037,850.82

            	 	
              66,156,338.81

            
	
              October
                25, 2011

            	 	
              111,766,775.68

            	 	
              63,999,424.81

            
	
              November
                25, 2011

            	 	
              108,512,986.70

            	 	
              61,853,927.39

            
	
              December
                25, 2011

            	 	
              105,276,396.38

            	 	
              59,719,788.16

            
	
              January
                25, 2012

            	 	
              102,056,917.63

            	 	
              57,596,949.03

            
	
              February
                25, 2012

            	 	
              98,854,463.85

            	 	
              55,485,352.24

            
	
              March
                25, 2012

            	 	
              96,124,591.49

            	 	
              53,676,057.46

            
	
              April
                25, 2012

            	 	
              93,411,499.37

            	 	
              51,877,844.52

            
	
              May
                25, 2012

            	 	
              90,715,104.07

            	 	
              50,090,657.81

            
	
              June
                25, 2012

            	 	
              88,035,322.60

            	 	
              48,314,442.04

            
	
              July
                25, 2012

            	 	
              85,372,072.40

            	 	
              46,549,142.21

            
	
              August
                25, 2012

            	 	
              82,725,271.39

            	 	
              44,794,703.63

            
	
              September
                25, 2012

            	 	
              80,094,837.90

            	 	
              43,051,071.88

            
	
              October
                25, 2012

            	 	
              77,480,690.70

            	 	
              41,318,192.86

            
	
              November
                25, 2012

            	 	
              74,882,749.00

            	 	
              39,596,012.77

            
	
              December
                25, 2012

            	 	
              72,300,932.45

            	 	
              37,884,478.08

            
	
              January
                25, 2013

            	 	
              69,735,161.13

            	 	
              36,183,535.55

            
	
              February
                25, 2013

            	 	
              67,185,355.52

            	 	
              34,493,132.26

            
	
              March
                25, 2013

            	 	
              64,727,571.71

            	 	
              32,864,212.87

            
	
              April
                25, 2013

            	 	
              62,285,049.22

            	 	
              31,245,374.45

            
	
              May
                25, 2013

            	 	
              59,857,710.09

            	 	
              29,636,565.06

            
	
              June
                25, 2013

            	 	
              57,445,476.74

            	 	
              28,062,609.23

            
	
              July
                25, 2013

            	 	
              55,048,272.01

            	 	
              26,524,219.88

            
	
              August
                25, 2013

            	 	
              52,666,019.17

            	 	
              25,020,735.33

            
	
              September
                25, 2013

            	 	
              50,298,641.87

            	 	
              23,551,505.41

            
	
              October
                25, 2013

            	 	
              47,946,064.18

            	 	
              22,115,891.23

            
	
              November
                25, 2013

            	 	
              45,608,210.59

            	 	
              20,713,264.99

            
	
              December
                25, 2013

            	 	
              43,287,436.49

            	 	
              19,343,009.84

            
	
              January
                25, 2014

            	 	
              41,009,114.25

            	 	
              18,004,519.62

            
	
              February
                25, 2014

            	 	
              38,772,599.25

            	 	
              16,697,198.74

            
	
              March
                25, 2014

            	 	
              36,926,344.86

            	 	
              15,695,648.79

            
	
              April
                25, 2014

            	 	
              35,114,373.75

            	 	
              14,718,342.08

            
	
              May
                25, 2014

            	 	
              33,336,136.65

            	 	
              13,764,790.36

            
	
              June
                25, 2014

            	 	
              31,591,092.42

            	 	
              12,834,514.38

            
	
              July
                25, 2014

            	 	
              29,878,707.95

            	 	
              11,927,043.68

            
	
              August
                25, 2014

            	 	
              28,198,458.05

            	 	
              11,041,916.48

            
	
              September
                25, 2014

            	 	
              26,549,825.31

            	 	
              10,178,679.54

            
	
              October
                25, 2014

            	 	
              24,932,300.03

            	 	
              9,336,887.93

            
	
              November
                25, 2014

            	 	
              23,345,380.06

            	 	
              8,516,104.99

            
	
              December
                25, 2014

            	 	
              21,788,570.76

            	 	
              7,715,902.10

            
	
              January
                25, 2015

            	 	
              20,261,384.81

            	 	
              6,935,858.59

            
	
              February
                25, 2015

            	 	
              18,763,342.17

            	 	
              6,175,561.57

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              PAC(A)

              Scheduled
                Amount ($)

            	 	
              PAC(B)
                

              Scheduled
                Amount ($)

            
	
              March
                25, 2015

            	 	
              17,592,783.33

            	 	
              5,663,301.74

            
	
              April
                25, 2015

            	 	
              16,443,346.32

            	 	
              5,163,596.25

            
	
              May
                25, 2015

            	 	
              15,314,684.22

            	 	
              4,676,177.59

            
	
              June
                25, 2015

            	 	
              14,206,455.48

            	 	
              4,200,783.49

            
	
              July
                25, 2015

            	 	
              13,118,323.81

            	 	
              3,737,156.83

            
	
              August
                25, 2015

            	 	
              12,049,958.15

            	 	
              3,285,045.56

            
	
              September
                25, 2015

            	 	
              11,001,032.53

            	 	
              2,844,202.58

            
	
              October
                25, 2015

            	 	
              9,971,226.05

            	 	
              2,414,385.65

            
	
              November
                25, 2015

            	 	
              8,960,222.78

            	 	
              1,995,357.33

            
	
              December
                25, 2015

            	 	
              7,967,711.67

            	 	
              1,586,884.84

            
	
              January
                25, 2016

            	 	
              6,993,386.52

            	 	
              1,188,740.03

            
	
              February
                25, 2016

            	 	
              6,036,945.87

            	 	
              800,699.22

            
	
              March
                25, 2016

            	 	
              5,344,523.71

            	 	
              604,056.45

            
	
              April
                25, 2016

            	 	
              4,662,247.84

            	 	
              410,881.58

            
	
              May
                25, 2016

            	 	
              3,987,695.11

            	 	
              221,114.99

            
	
              June
                25, 2016

            	 	
              3,323,053.09

            	 	
              34,698.06

            
	
              July
                25, 2016

            	 	
              2,668,181.28

            	 	
              0.00

            
	
              August
                25, 2016

            	 	
              2,022,941.15

            	 	
              0.00

            
	
              September
                25, 2016

            	 	
              1,387,196.08

            	 	
              0.00

            
	
              October
                25, 2016

            	 	
              760,811.36

            	 	
              0.00

            
	
              November
                25, 2016

            	 	
              143,654.15

            	 	
              0.00

            
	
              December
                25, 2016

            	 	
              0.00

            	 	
              0.00

            
	
              January
                25, 2017

            	 	
              0.00

            	 	
              0.00

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A

    


    Form
      of
      Certificates