UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C. 20549



                                          FORM 10-K/A


  (Mark one)

  /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2006

      OR



  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


       Commission file number:  333-132809-20

       GSR Mortgage Loan Trust 2006-8F
       (exact name of issuing entity as specified in its charter)

       GS Mortgage Securities Corp.
       (exact name of the depositor as specified in its charter)

       Goldman Sachs Mortgage Company
       (exact name of the sponsor as specified in its charter)


  New York                                          54-2197682
  (State or other jurisdiction of                   54-2197683
  incorporation or organization of                  54-2197684
  issuing entity)                                   54-6717293
                                                    (I.R.S. Employer
                                                    Identification No.
                                                    of issuing entity)



   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                                  21045
  (Address of principal executive offices of issuing entity)    (Zip Code of
                                                                issuing entity)



Telephone number, including area code of issuing entity: (410) 884-2000


  Securities registered pursuant to Section 12(b) of the Act:

        NONE.


  Securities registered pursuant to Section 12(g) of the Act:

        NONE.


  Indicate by check mark if the registrant is a well-known seasoned issuer,
  as defined in Rule 405 of the Securities Act.

        Yes  ___     No  X


  Indicate by check mark if the registrant is not required to file reports
  pursuant to Section 13 or Section 15(d) of the Act.

        Yes  ___     No  X


  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period
  that the registrant was required to file such reports), and (2) has been
  subject to such filing requirements for the past 90 days.

        Yes  X       No  ___


  Indicate by check mark if disclosure of delinquent filers pursuant to
  Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
  herein, and will not be contained, to the best of registrant's knowledge,
  in definitive proxy or information statements incorporated by reference
  in Part III of this Form 10-K/A or any amendment to this Form 10-K/A.

        Not applicable.


  Indicate by check mark whether the registrant is a large accelerated filer,
  an accelerated filer, or a non-accelerated filer. See definition of
  "accelerated filer and large accelerated filer" in Rule 12b-2 of the
  Exchange Act. (Check one):


  Large accelerated filer ___  Accelerated filer ___  Non-accelerated filer X


  Indicate by check mark whether the registrant is a shell company (as
  defined in Rule 12b-2 of the Act).

        Yes  ___     No  X


  State the aggregate market value of the voting and non-voting common
  equity held by non-affiliates computed by reference to the price at which
  the common equity was last sold, or the average bid and asked price of
  such common equity, as of the last business day of the registrant's most
  recently completed second fiscal quarter.

        Not applicable.


     Documents Incorporated by Reference.

  List hereunder the following documents if incorporated by reference and
  the Part of the Form 10-K/A (e.g., Part I, Part II, etc.) into which the
  document is incorporated: (1) Any annual report to security holders; (2)
  Any proxy or information statement; and (3) Any prospectus filed pursuant
  to Rule 424(b); or (c) under the Securities Act of 1933. The listed
  documents should be clearly described for identification purposes (e.g.,
  the annual report to security holders for fiscal year ended December 24,
  1980).

        Not applicable.


                                   PART I
  Item 1.  Business.

            Not applicable.


  Item 1A.  Risk Factors.

            Not applicable.


  Item 1B.  Unresolved Staff Comments.

            None.


  Item 2.  Properties.

            Not applicable.


  Item 3.  Legal Proceedings.

            Not applicable.


  Item 4.  Submission of Matters to a Vote of Security Holders.

            Not applicable.


                                PART II

 Item 5. Market for Registrant's Common Equity, Related Stockholder
         Matters and Issuer Purchases of Equity.

            Not applicable.


  Item 6.  Selected Financial Data.

            Not applicable.


  Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operation.

            Not applicable.


  Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

            Not applicable.


  Item 8.  Financial Statements and Supplementary Data.

            Not applicable.


  Item 9.  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.

            Not applicable.


  Item 9A. Controls and Procedures.

            Not applicable.


  Item 9A(T). Controls and Procedures.

            Not applicable.


  Item 9B. Other Information.

            None.


                                PART III

  Item 10. Directors, Executive Officers and Corporate Governance.

            Not applicable.


  Item 11. Executive Compensation.

            Not applicable.

  Item 12. Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters.

            Not applicable.


  Item 13. Certain Relationships and Related Transactions, and Director
           Independence.

            Not applicable.


  Item 14. Principal Accounting Fees and Services.

            Not applicable.



                ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

  Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

            None.

  Item 1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement
             Provider Financial Information.

            None.

  Item 1117 of Regulation AB, Legal Proceedings.

            None.


  Item 1119 of Regulation AB, Affiliations and Certain Relationships and
             Related Transactions.


            Provided previously in the prospectus supplement of the
            Registrant relating to the issuing entity and filed pursuant
            to Rule 424 of the Securities Act of 1933, as amended.


  Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

            a) See Exhibit 33 and Exhibit 34.

            b) Material instances of noncompliance:

            On or about March 11, 2008, Assurant, Inc. provided the
            Registrant with a management's assessment of compliance with
            servicing criteria set forth in Item 1122(d) of Regulation AB and a
            registered public accounting firm assessment as set forth in
            Item 1122(b) of Regulation AB (the "Assurant Reports"). The Assurant
            Reports are attached as Exhibit 33(a), Exhibit 33(b), Exhibit 34(a),
            and Exhibit 34(b), respectively, to this report.

            Assurant, Inc. previously excluded the applicable servicing
            criteria set forth in Item 1122 (d)(4)(xii) from the scope of
            its assessment of compliance. Assurant, Inc. has now assessed
            its compliance with the Applicable Servicing Criteria for the
            Reporting Period and has identified a material instance of
            noncompliance with that servicing criterion. Specifically, Assurant
            Inc. did not have, during the Reporting Period, sufficient policies
            and procedures to capture the information with respect to the
            Platform Transactions necessary to determine compliance with
            Item 1122(d)(4)(xii). Accordingly, Assurant, Inc. has restated its
            previous assessment for the Reporting Period, which excluded
            evaluation of the criterion, to include the criterion and reflect
            the material noncompliance as a result of its assessment.


            On or about March 11, 2008, Avelo provided the Registrant with a
            revised management's assessment of compliance with servicing
            criteria set forth in Item 1122(d) of Regulation AB and a
            registered public accounting firm assessment as set forth in Item
            1122(b) of Regulation AB (the "Avelo Reports"). The Avelo
            Reports are attached as Exhibit 33(c) and Exhibit 34(c)
            respectively, to this report.

            Avelo Mortgage, L.L.C. has complied, in all material respects,
            with the applicable servicing criteria as of and for the
            Reporting Period except as follows:

            Avelo Mortgage,  L.L.C. assessed its compliance with the
            Applicable Servicing Criteria for the Reporting Period and has
            identified a material instance of non-compliance with servicing
            criterion set forth in Item 1122(d)(2)(vii) of Regulation AB
            with respect to the Platform.  Specifically,  Avelo Mortgage,
            L.L.C. did not prepare reconciliations for all asset-backed
            securities related bank accounts within 30 calendar days after
            the bank statement cut-off date, or as such other number of days
            as specified in the transaction  agreements  and  reconciling
            items were not resolved within 90 days of their original
            identification or such other number of days as specified in the
            transaction agreements.


               National City Mortgage Co. has assessed compliance with the
               Applicable Servicing Criteria for the Reporting Period and has
               concluded that it has complied, in all material respects, with
               the Applicable Servicing Criteria during the Reporting Period
               with respect to the Platform taken as a whole, except as noted
               below:

               There were 29 possible instances where National City Mortgage Co.
               did not prepare default loan data reports for the master servicer
               within the timeframes set forth in the transaction agreements as
               required in section 1122(d)(3)(i)(A). All other loan level
               reports were completed as required.


               PHH Mortgage Corporation has assessed its compliance with the
               servicing criteria as of December 31, 2006 and for the Reporting
               Period and has concluded  that PHH Mortgage Corporation has
               complied, in all material respects, with the Servicing Criteria
               with respect to the Platform taken as a whole except for as
               discussed below:

               1122(d)(1)(i) PHH Mortgage Corporation has not instituted
               policies and procedures to specifically monitor performance or
               other triggers or events of default stated in the transaction
               agreements.

               1122(d)(1)(iv) During the months of July, August, and September,
               the Company's  minimum coverage requirement exceeded its
               $160 million fidelity bond by amounts ranging up to
               approximately $1.3 million.  Effective September 27, 2006, PHH
               Mortgage Corporation's fidelity bond was increased to $170
               million.

               1122(d)(3)(i)(A) PHH Mortgage Corporation did not maintain or
               provide one of the required monthly reports stated in the
               transaction agreements during the year.

               1122(d)(3)(i)(D) PHH Mortgage Corporation did not perform
               procedures to agree the unpaid principal balance and number of
               loans serviced by the PHH Mortgage Corporation with that of the
               investor or trustees.

               Material instances of noncompliance by Wells Fargo Bank,
               National Association:

               1122(d)(3)(i) Delinquency Reporting: During the reporting
               period,  certain monthly investor or remittance reports included
               errors in the calculation and/or the reporting of delinquencies
               for the pool assets, which errors may or may not have been
               material.  All such errors were the result of data processing
               errors and/or the mistaken interpretation of data provided by
               other parties participating in the servicing function.  All
               necessary adjustments to data processing systems and/or
               interpretive clarifications have been made to correct those
               errors and to remedy related procedures.



  Item 1123 of Regulation AB, Servicer Compliance Statement.


            a) See Exhibit 35(a) through 35(o).


                                PART IV



  Item 15. Exhibits, Financial Statement Schedules.

   (a) Exhibits

  (4) and (10) Master Servicing and Trust Agreement, dated as of August 1,
               2006, among GS Mortgage Securities Corp., as depositor, Wells
               Fargo Bank, N.A. as securities administrator and master
               servicer, Deutsche Bank National Trust Company, as a custodian,
               JPMorgan Chase Bank, National Association, as a custodian and
               U.S. Bank National Association, as trustee and as a custodian
               (filed as Exhibit 4.5.1 to Form 8-K on September 8, 2006 and
               incorporated by reference herein)

               Standard Terms to Master Servicing and Trust Agreement (August
               2006 Edition) (filed as Exhibit 4.5.2 to Form 8-K on September
               8, 2006 and incorporated by reference herein)

               Trust Agreement for Exchangeable Certificates, dated as of
               August 1, 2006, among GS Mortgage Securities Corp., as
               depositor, U.S. Bank National Association, as Trustee, and Wells
               Fargo Bank, N.A., as master servicer and securities
               administrator (filed as Exhibit 4.5.3 to Form 8-K on September 8,
               2006 and incorporated by reference herein)

               Servicing Agreement, dated as of July 1, 2004, between Goldman
               Sachs Mortgage Company, as purchaser, and Countrywide Home Loans
               Servicing LP, as servicer (filed as Exhibit 99.1 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Amendment Reg AB, dated as of January 1, 2006, between GS
               Mortgage Corp. and Countrywide Home Loans, Inc. (filed as
               Exhibit 99.2 to Form 8-K on September 8, 2006 and incorporated
               by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, by and among GSMC, the Depositor and Countrywide
               Home Loans Servicing LP, as servicer (filed as Exhibit 99.3 to
               Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, by and among GSMC, the Depositor and Countrywide
               Home Loans, Inc., as seller (filed as Exhibit 99.4 to Form 8-K
               on September 8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement dated as of
               August 1, 2006, by and among the Depositor, the Trustee,
               Countrywide Home Loans, Inc., as seller, and Countrywide Home
               Loans Servicing LP, as servicer, and as acknowledged by Wells
               Fargo Bank, N.A. (filed as Exhibit 99.5 to Form 8-K on September
               8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement dated as of
               August 1, 2006, among the Depositor, GSMC and Avelo Mortgage,
               L.L.C., as servicer (filed as Exhibit 99.6 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor and the Trustee, and as
               acknowledged by Wells Fargo Bank, N.A. (filed as Exhibit 99.7 to
               Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Flow Servicing Agreement, dated as of January 1, 2006, between
               Goldman Sachs Mortgage Company,  as owner, and Avelo Mortgage,
               L.L.C., as servicer (filed as Exhibit 99.8 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, GSMC and National City
               Mortgage Co., as servicer (filed as Exhibit 99.9 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, the Trustee, and National
               City Mortgage Co., as servicer, and as acknowledged by Wells
               Fargo Bank, N.A. (filed as Exhibit 99.10  to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Second Amended and Restated Flow Seller's Warranties and
               Servicing Agreement, dated as of January 1, 2006, between
               Goldman Sachs Mortgage Company,  as owner, and National City
               Mortgage Co., as servicer (filed as Exhibit 99.11 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Amendment No. 1 to Second Amended and Restated Flow Seller's
               Warranties and Servicing Agreement, dated as of July 24, 2006,
               between Goldman Sachs Mortgage Company, as owner, and National
               City Mortgage Co., as servicer (filed as Exhibit 99.12 to Form
               8-K on September 8, 2006 and incorporated by reference herein)

               Amendment No. 2 to Second Amended and Restated Flow Sellers
               Warranties and Servicing Agreement, dated as of August 9, 2006,
               between Goldman Sachs Mortgage Company, as owner, and National
               City Mortgage Co., as servicer (filed as Exhibit 99.13 to Form
               8-K on September 8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, GSMC and PHH Mortgage
               Corporation (formerly known as Cendant Mortgage Corporation), as
               the servicer and the seller, and as acknowledged by Wells Fargo
               Bank, N.A. (filed as Exhibit 99.14 to Form 8-K on September 8,
               2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, the Trustee and PHH
               Mortgage Corporation (formerly known as Cendant Mortgage
               Corporation), as the servicer and the seller (filed as Exhibit
               99.15 to Form 8-K on September 8, 2006 and incorporated by
               reference herein)

               Amended and Restated Mortgage Loan Flow Purchase, Sale &
               Servicing Agreement, dated as of May 1, 2006, between Goldman
               Sachs Mortgage Company, as owner, and PHH Mortgage Corporation,
               as servicer (filed as Exhibit 99.16 to Form 8-K on September 8,
               2006 and incorporated by reference herein)

               Amendment No. 1 to Amended and Restated Mortgage Loan Flow
               Purchase, Sale & Servicing Agreement, dated July 1, 2006,
               between Goldman Sachs Mortgage Company, as owner, and PHH
               Mortgage Corporation, as servicer (filed as Exhibit 99.17 to
               Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, GSMC and Washington Mutual
               Bank, as seller and servicer, and as acknowledged by Wells Fargo
               Bank, N.A. (filed as Exhibit 99.18 to Form 8-K on September 8,
               2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, the Trustee and Washington
               Mutual Bank, as seller and servicer (filed as Exhibit 99.19 to
               Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Servicing Agreement, dated as of December 1, 2003, between
               Goldman Sachs Mortgage Company, as owner, and Washington Mutual
               Bank, as servicer (filed as Exhibit 99.20 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               First Amendment to Servicing Agreement, dated as of October 1,
               2004, between Goldman Sachs Mortgage Company, as owner, and
               Washington Mutual Bank, as servicer (filed as Exhibit 99.21 to
               Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Regulation AB Amendment to Servicing Agreement, dated as of
               April 1, 2006, between Goldman Sachs Mortgage Company, as owner,
               and Washington Mutual Bank, as servicer (filed as Exhibit 99.22
               to Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Interest Rate Cap Agreement, dated as of August 25, 2006, by and
               between Bear Stearns Financial Products, Inc., and Goldman Sachs
               Capital Markets, L.P. (filed as Exhibit 99.23 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Novation Agreement, dated as of August 25, 2006, among Bear
               Stearns Financial Products Inc., Goldman Sachs Capital Markets,
               L.P. and Wells Fargo Bank, N.A., not in its individual capacity
               but solely as securities administrator (filed as Exhibit 99.24
               to Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Interest Rate Cap Agreement, dated as of August 14, 2006, by and
               between Goldman Sachs Capital Markets, L.P., and Goldman Sachs
               Mortgage Company, L.P.  (filed as Exhibit 99.25 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)


     (31) Rule 13a-14(d)/15d-14(d) Certifications.

    (33) Reports on assessment of compliance with servicing criteria for
         asset-backed securities.



      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. <F1>
      b) Assurant Inc. as Sub-Contractor for Washington Mutual Bank <F1>
      c) Avelo Mortgage, L.L.C., as Servicer <F1>
      d) Countrywide Home Loans Servicing LP, as Servicer <F1>
      e) Deutsche Bank National Trust Company, as Custodian <F1>
      f) JPMorgan Chase Bank, N.A., as Custodian <F1>
      g) National City Mortgage Co., as Servicer <F1>
      h) PHH Mortgage Corporation, as Servicer <F1>
      i) Regulus Group LLC as Sub-Contractor for National City Mortgage Co. <F1>
      j) The Bank of New York, as Custodian <F1>
      k) U.S. Bank, National Association, as Custodian <F1>
      l) Washington Mutual Bank, as Servicer <F1>
      m) Wells Fargo Bank, N.A., as Master Servicer <F1>
      n) Wells Fargo Bank, N.A., as Securities Administrator <F1>

      </TABLE>

     (34) Attestation reports on assessment of compliance with servicing
          criteria for asset-backed securities.

      <TABLE>

      
        <c>
      a) Assurant Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. <F1>
      b) Assurant Inc. as Sub-Contractor for Washington Mutual Bank <F1>
      c) Avelo Mortgage, L.L.C., as Servicer <F1>
      d) Countrywide Home Loans Servicing LP, as Servicer <F1>
      e) Deutsche Bank National Trust Company, as Custodian <F1>
      f) JPMorgan Chase Bank, N.A., as Custodian <F1>
      g) National City Mortgage Co., as Servicer <F1>
      h) PHH Mortgage Corporation, as Servicer <F1>
      i) Regulus Group LLC as Sub-Contractor for National City Mortgage Co. <F1>
      j) The Bank of New York, as Custodian <F1>
      k) U.S. Bank, National Association, as Custodian <F1>
      l) Washington Mutual Bank, as Servicer <F1>
      m) Wells Fargo Bank, N.A., as Master Servicer <F1>
      n) Wells Fargo Bank, N.A., as Securities Administrator <F1>
      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      c) Avelo Mortgage, L.L.C., as Servicer <F1>
      d) Countrywide Home Loans Servicing LP, as Servicer <F1>
      g) National City Mortgage Co., as Servicer <F1>
      l) Washington Mutual Bank, as Servicer <F1>
      m) Wells Fargo Bank, N.A., as Master Servicer <F1>

      </TABLE>

   (b) See (a) above.

   (c) Not applicable.


  <F1> Filed herewith.


                                SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned, thereunto duly authorized.



    GS Mortgage Securities Corp.
    (Depositor)

    /s/ Michelle Gill
    Michelle Gill, Vice President
    (senior officer in charge of securitization of the depositor)

    Date: June 30, 2008


  Exhibit Index

  Exhibit No.

  (4) and (10) Master Servicing and Trust Agreement, dated as of August 1,
               2006, among GS Mortgage Securities Corp., as depositor, Wells
               Fargo Bank, N.A. as securities administrator and master
               servicer, Deutsche Bank National Trust Company, as a custodian,
               JPMorgan Chase Bank, National Association, as a custodian and
               U.S. Bank National Association, as trustee and as a custodian
               (filed as Exhibit 4.5.1 to Form 8-K on September 8, 2006 and
               incorporated by reference herein)

               Standard Terms to Master Servicing and Trust Agreement (August
               2006 Edition) (filed as Exhibit 4.5.2 to Form 8-K on September
               8, 2006 and incorporated by reference herein)

               Trust Agreement for Exchangeable Certificates, dated as of
               August 1, 2006, among GS Mortgage Securities Corp., as
               depositor, U.S. Bank National Association, as Trustee, and Wells
               Fargo Bank, N.A., as master servicer and securities
               administrator (filed as Exhibit 4.5.3 to Form 8-K on September 8,
               2006 and incorporated by reference herein)

               Servicing Agreement, dated as of July 1, 2004, between Goldman
               Sachs Mortgage Company, as purchaser, and Countrywide Home Loans
               Servicing LP, as servicer (filed as Exhibit 99.1 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Amendment Reg AB, dated as of January 1, 2006, between GS
               Mortgage Corp. and Countrywide Home Loans, Inc. (filed as
               Exhibit 99.2 to Form 8-K on September 8, 2006 and incorporated
               by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, by and among GSMC, the Depositor and Countrywide
               Home Loans Servicing LP, as servicer (filed as Exhibit 99.3 to
               Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, by and among GSMC, the Depositor and Countrywide
               Home Loans, Inc., as seller (filed as Exhibit 99.4 to Form 8-K
               on September 8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement dated as of
               August 1, 2006, by and among the Depositor, the Trustee,
               Countrywide Home Loans, Inc., as seller, and Countrywide Home
               Loans Servicing LP, as servicer, and as acknowledged by Wells
               Fargo Bank, N.A. (filed as Exhibit 99.5 to Form 8-K on September
               8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement dated as of
               August 1, 2006, among the Depositor, GSMC and Avelo Mortgage,
               L.L.C., as servicer (filed as Exhibit 99.6 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor and the Trustee, and as
               acknowledged by Wells Fargo Bank, N.A. (filed as Exhibit 99.7 to
               Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Flow Servicing Agreement, dated as of January 1, 2006, between
               Goldman Sachs Mortgage Company,  as owner, and Avelo Mortgage,
               L.L.C., as servicer (filed as Exhibit 99.8 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, GSMC and National City
               Mortgage Co., as servicer (filed as Exhibit 99.9 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, the Trustee, and National
               City Mortgage Co., as servicer, and as acknowledged by Wells
               Fargo Bank, N.A. (filed as Exhibit 99.10  to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Second Amended and Restated Flow Seller's Warranties and
               Servicing Agreement, dated as of January 1, 2006, between
               Goldman Sachs Mortgage Company,  as owner, and National City
               Mortgage Co., as servicer (filed as Exhibit 99.11 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Amendment No. 1 to Second Amended and Restated Flow Seller's
               Warranties and Servicing Agreement, dated as of July 24, 2006,
               between Goldman Sachs Mortgage Company, as owner, and National
               City Mortgage Co., as servicer (filed as Exhibit 99.12 to Form
               8-K on September 8, 2006 and incorporated by reference herein)

               Amendment No. 2 to Second Amended and Restated Flow Sellers
               Warranties and Servicing Agreement, dated as of August 9, 2006,
               between Goldman Sachs Mortgage Company, as owner, and National
               City Mortgage Co., as servicer (filed as Exhibit 99.13 to Form
               8-K on September 8, 2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, GSMC and PHH Mortgage
               Corporation (formerly known as Cendant Mortgage Corporation), as
               the servicer and the seller, and as acknowledged by Wells Fargo
               Bank, N.A. (filed as Exhibit 99.14 to Form 8-K on September 8,
               2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, the Trustee and PHH
               Mortgage Corporation (formerly known as Cendant Mortgage
               Corporation), as the servicer and the seller (filed as Exhibit
               99.15 to Form 8-K on September 8, 2006 and incorporated by
               reference herein)

               Amended and Restated Mortgage Loan Flow Purchase, Sale &
               Servicing Agreement, dated as of May 1, 2006, between Goldman
               Sachs Mortgage Company, as owner, and PHH Mortgage Corporation,
               as servicer (filed as Exhibit 99.16 to Form 8-K on September 8,
               2006 and incorporated by reference herein)

               Amendment No. 1 to Amended and Restated Mortgage Loan Flow
               Purchase, Sale & Servicing Agreement, dated July 1, 2006,
               between Goldman Sachs Mortgage Company, as owner, and PHH
               Mortgage Corporation, as servicer (filed as Exhibit 99.17 to
               Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, GSMC and Washington Mutual
               Bank, as seller and servicer, and as acknowledged by Wells Fargo
               Bank, N.A. (filed as Exhibit 99.18 to Form 8-K on September 8,
               2006 and incorporated by reference herein)

               Assignment, Assumption and Recognition Agreement, dated as of
               August 1, 2006, among the Depositor, the Trustee and Washington
               Mutual Bank, as seller and servicer (filed as Exhibit 99.19 to
               Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Servicing Agreement, dated as of December 1, 2003, between
               Goldman Sachs Mortgage Company, as owner, and Washington Mutual
               Bank, as servicer (filed as Exhibit 99.20 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               First Amendment to Servicing Agreement, dated as of October 1,
               2004, between Goldman Sachs Mortgage Company, as owner, and
               Washington Mutual Bank, as servicer (filed as Exhibit 99.21 to
               Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Regulation AB Amendment to Servicing Agreement, dated as of
               April 1, 2006, between Goldman Sachs Mortgage Company, as owner,
               and Washington Mutual Bank, as servicer (filed as Exhibit 99.22
               to Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Interest Rate Cap Agreement, dated as of August 25, 2006, by and
               between Bear Stearns Financial Products, Inc., and Goldman Sachs
               Capital Markets, L.P. (filed as Exhibit 99.23 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)

               Novation Agreement, dated as of August 25, 2006, among Bear
               Stearns Financial Products Inc., Goldman Sachs Capital Markets,
               L.P. and Wells Fargo Bank, N.A., not in its individual capacity
               but solely as securities administrator (filed as Exhibit 99.24
               to Form 8-K on September 8, 2006 and incorporated by reference
               herein)

               Interest Rate Cap Agreement, dated as of August 14, 2006, by and
               between Goldman Sachs Capital Markets, L.P., and Goldman Sachs
               Mortgage Company, L.P.  (filed as Exhibit 99.25 to Form 8-K on
               September 8, 2006 and incorporated by reference herein)



     (31) Rule 13a-14(d)/15d-14(d) Certifications.

    (33) Reports on assessment of compliance with servicing criteria for
         asset-backed securities.



      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. <F1>
      b) Assurant Inc. as Sub-Contractor for Washington Mutual Bank <F1>
      c) Avelo Mortgage, L.L.C., as Servicer <F1>
      d) Countrywide Home Loans Servicing LP, as Servicer <F1>
      e) Deutsche Bank National Trust Company, as Custodian <F1>
      f) JPMorgan Chase Bank, N.A., as Custodian <F1>
      g) National City Mortgage Co., as Servicer <F1>
      h) PHH Mortgage Corporation, as Servicer <F1>
      i) Regulus Group LLC as Sub-Contractor for National City Mortgage Co. <F1>
      j) The Bank of New York, as Custodian <F1>
      k) U.S. Bank, National Association, as Custodian <F1>
      l) Washington Mutual Bank, as Servicer <F1>
      m) Wells Fargo Bank, N.A., as Master Servicer <F1>
      n) Wells Fargo Bank, N.A., as Securities Administrator <F1>

      </TABLE>

     (34) Attestation reports on assessment of compliance with servicing
          criteria for asset-backed securities.

      <TABLE>

      
        <c>
      a) Assurant Inc. as Sub-Contractor for Avelo Mortgage, L.L.C. <F1>
      b) Assurant Inc. as Sub-Contractor for Washington Mutual Bank <F1>
      c) Avelo Mortgage, L.L.C., as Servicer <F1>
      d) Countrywide Home Loans Servicing LP, as Servicer <F1>
      e) Deutsche Bank National Trust Company, as Custodian <F1>
      f) JPMorgan Chase Bank, N.A., as Custodian <F1>
      g) National City Mortgage Co., as Servicer <F1>
      h) PHH Mortgage Corporation, as Servicer <F1>
      i) Regulus Group LLC as Sub-Contractor for National City Mortgage Co. <F1>
      j) The Bank of New York, as Custodian <F1>
      k) U.S. Bank, National Association, as Custodian <F1>
      l) Washington Mutual Bank, as Servicer <F1>
      m) Wells Fargo Bank, N.A., as Master Servicer <F1>
      n) Wells Fargo Bank, N.A., as Securities Administrator <F1>


      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      c) Avelo Mortgage, L.L.C., as Servicer <F1>
      d) Countrywide Home Loans Servicing LP, as Servicer <F1>
      g) National City Mortgage Co., as Servicer <F1>
      l) Washington Mutual Bank, as Servicer <F1>
      m) Wells Fargo Bank, N.A., as Master Servicer <F1>

      </TABLE>