GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-5F

    CLASS
      [ ] CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE, IN ITS CAPACITY
      AS CUSTODIAN FOR DTC (IN SUCH CAPACITY, THE “CUSTODIAN”) OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT MADE TO CEDE & CO.
      OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
      DTC),
      ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
      PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
      AN INTEREST HEREIN.

     

    [THE
      YIELD TO THE HOLDER OF THIS CERTIFICATE WILL BE EXTREMELY SENSITIVE TO THE
      RATE
      OF PRINCIPAL PAYMENTS (INCLUDING PREPAYMENTS) ON THE MORTGAGE
      LOANS.]

     

    [THIS
      CLASS [ ] CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT
      TO
      PRINCIPAL.]

     

    [THIS
      CLASS [ ] CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN
      THE
      TRUST AGREEMENT REFERENCED HEREIN.]

     

    [THIS
      CLASS [ ] CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME
      TAX
      PURPOSES.]

     

    [FOR
      FEDERAL INCOME TAX PURPOSES, THIS CLASS [ ] CERTIFICATE REPRESENTS OWNERSHIP
      OF
      A REMIC REGULAR INTEREST AND A RIGHT TO RECEIVE PAYMENT FROM A BASIS RISK
      RESERVE FUND.]

     

    [THE
      PRINCIPAL OF THIS CLASS [ ] CERTIFICATE IS SUBJECT TO PREPAYMENT FROM TIME
      TO
      TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET
      FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
      CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE
      CUSTODIAN.]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-5F

    CLASS
      [ ]
      CERTIFICATE

     

    
      	
              MAXIMUM
                AGGREGATE INITIAL CERTIFICATE [PRINCIPAL] [NOTIONAL] BALANCE OF THE
                CLASS
                [ ] CERTIFICATES AS OF THE CLOSING DATE: $[ ]

            	
              INITIAL
                CERTIFICATE [PRINCIPAL] [NOTIONAL] BALANCE OF THIS CERTIFICATE AS
                OF THE
                CLOSING DATE: $[ ]

            
	 	 
	
              CERTIFICATE
                RATE PER ANNUM: [ ]%

            	
              PERCENTAGE
                INTEREST: [ ]%

            
	 	 
	
              MINIMUM

              DENOMINATION:

            	
              $[
                ] AND $1 IN EXCESS OF $[ ]

            
	 	 
	
              DATE
                OF THE TRUST AGREEMENT: AS OF

              DECEMBER
                1, 2007

            	
              AGGREGATE
                SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE MORTGAGE
                LOANS
                HELD BY THE TRUST: $723,453,810

            
	 	 
	
              CLOSING
                DATE:

              DECEMBER
                28, 2007

            	 
	 	 
	
              FIRST
                DISTRIBUTION DATE:

              JANUARY
                25, 2008

            	 
	 	 
	
              SCHEDULED
                FINAL DISTRIBUTION DATE:

              [
                ]

            	
              TRUSTEE:
                U.S. BANK, NATIONAL ASSOCIATION

            
	 	 
	 	
              CUSTODIANS:
                DEUTSCHE BANK NATIONAL TRUST COMPANY AND U.S. BANK NATIONAL
                ASSOCIATION

            
	 	 
	
              NO.
                [ ]

            	
              CUSIP
                NO.: [ ]

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-5F

    CLASS
      [ ] CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust Fund consisting of the entire
      beneficial ownership of a pool of certain conventional fixed-rate, fully
      amortizing and balloon, one- to four-family, first lien Mortgage Loans formed
      and sold by

    


    GS
      MORTGAGE SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT
      GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE TRUSTEE, THE
      CUSTODIANS OR ANY OF THEIR AFFILIATES. 

     

    THIS
      CERTIFIES THAT:

     

    CEDE
      & CO.

     

    is
      the
      registered owner of the Percentage Interest evidenced by this Certificate in
      the
      Class [ ] Certificates (the “Class [ ] Certificates”) issued pursuant to a
      master servicing and trust agreement, dated as specified above (the “Trust
      Agreement”), among GS Mortgage Securities Corp., as Depositor (hereinafter the
“Depositor,” which term includes any successor entity under the Trust
      Agreement), Wells Fargo Bank, N.A., as securities administrator and master
      servicer (in such capacities, the “Securities Administrator” and the “Master
      Servicer,” respectively), Deutsche Bank National Trust Company and U.S. Bank
      National Association, as custodians (the “Custodians”) and U.S. Bank National
      Association, as Trustee (the “Trustee”), a summary of certain of the pertinent
      provisions of which is set forth hereafter. The Trust Fund consists primarily
      of
      a pool of Mortgage Loans. This Certificate is issued under and is subject to
      the
      terms, provisions and conditions of the Trust Agreement and also is subject
      to
      certain terms and conditions set forth in the Assignment Agreements and the
      related documents assigned pursuant thereto to which the Holder of this
      Certificate, by virtue of the acceptance hereof, assents and by which such
      Certificateholder is bound.

     

    [Distributions
      of principal of and interest on this Certificate (including the final
      distribution on this Certificate) will be made out of the related Available
      Distribution Amount, to the extent and subject to the limitations set forth
      in
      the Trust Agreement, on the 25th day of each month, or if such day is not a
      Business Day, the next succeeding Business Day, beginning in January 2008 (each,
      a “Distribution Date”), commencing on the first Distribution Date specified
      above, to the Person in whose name this Certificate is registered at the close
      of business on the last Business Day of the related Interest Accrual Period
      (the
“Record Date”). The “Interest Accrual Period” for any Distribution Date is the
      immediately preceding calendar month. All sums distributable on this Certificate
      are payable in the coin or currency of the United States of America as at the
      time of payment is legal tender for the payment of public and private
      debts.]

     

    [Distributions
      of principal of and interest on this Certificate (including the final
      distribution on this Certificate) will be made out of the related Available
      Distribution Amount, to the extent and subject to the limitations set forth
      in
      the Trust Agreement, on the 25th day of each month, or if such day is not a
      Business Day, the next succeeding Business Day, beginning in January 2008 (each,
      a “Distribution Date”), commencing on the first Distribution Date specified
      above, to the Person in whose name this Certificate is registered at the close
      of business on the last Business Day of the related Interest Accrual Period
      (the
“Record Date”). The “Interest Accrual Period” for any Distribution Date is the
      period beginning on and including the 25th
      day of
      the month immediately preceeding 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. All sums distributable on
      this
      Certificate are payable in the coin or currency of the United States of America
      as at the time of payment is legal tender for the payment of public and private
      debts.]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [Distributions
      of interest on this Certificate (including the final distribution on this
      Certificate) will be made out of the related Available Distribution Amount,
      to
      the extent and subject to the limitations set forth in the Trust Agreement,
      on
      the 25th day of each month, or if such day is not a Business Day, the next
      succeeding Business Day, beginning in January 2008 (each, a “Distribution
      Date”), commencing on the first Distribution Date specified above, to the Person
      in whose name this Certificate is registered at the close of business on the
      last Business Day of the related Interest Accrual Period (the “Record Date”).
      The “Interest Accrual Period” for any Distribution Date is the period beginning
      on and including the 25th
      day of
      the month immediately preceeding 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. All sums distributable on
      this
      Certificate are payable in the coin or currency of the United States of America
      as at the time of payment is legal tender for the payment of public and private
      debts.]

     

    [Distributions
      of principal of this Certificate (including the final distribution on this
      Certificate) will be made out of the related Available Distribution Amount,
      to
      the extent and subject to the limitations set forth in the Trust Agreement,
      on
      the 25th
      day of
      each month, or if such day is not a Business Day, the next succeeding Business
      Day, beginning in January 2008 (each, a “Distribution Date”), commencing on the
      first Distribution Date specified above, to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the related Interest Accrual Period (the “Record Date”). All sums distributable
      on this Certificate are payable in the coin or currency of the United States
      of
      America as at the time of payment is legal tender for the payment of public
      and
      private debts.]

     

    [Principal
      of and interest on this Certificate will be paid in accordance with the terms
      of
      the Trust Agreement, the Assignment Agreements and the related documents
      assigned pursuant thereto. Principal and interest allocated to this Certificate
      on any Distribution Date will be an amount equal to this Certificate’s
      Percentage Interest of the Available Distribution Amount to be distributed
      on
      this Class of Certificates as of such Distribution Date, with a final
      distribution to be made upon retirement of this Certificate as set forth in
      the
      Trust Agreement.]

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates, Series 2007-5F (herein called the
“Certificates”), and representing a Percentage Interest in the Class of
      Certificates specified on the face hereof equal to the quotient, expressed
      as a
      percentage, obtained by dividing the denomination of this Certificate specified
      on the face hereof by the aggregate Certificate Balance of all the Class [
      ]
      Certificates. The Certificates are issued in multiple Classes designated as
      specifically set forth in the Trust Agreement. The Certificates will evidence
      in
      the aggregate 100% of the beneficial ownership of the Trust Fund.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    All
      distributions or allocations made with respect to each Class on any Distribution
      Date shall be allocated in accordance with the Trust Agreement. Payment shall
      be
      made either (1) by check mailed to the address of each Certificateholder as
      it
      appears in the Certificate Register on the Record Date immediately prior to
      such
      Distribution Date or (2) by wire transfer of immediately available funds to
      the
      account of a Certificateholder at a bank or other entity having appropriate
      facilities therefor, if such Certificateholder shall have so notified the
      Securities Administator in writing by the Record Date immediately prior to
      such
      Distribution Date and such Certificateholders is the registered owner of Regular
      Certificates with an initial Certificate Balance of at least $1,000,000. The
      Securities Administator may charge the Certificateholder a fee for any payment
      made by wire transfer. Final distribution on the Certificates will be made
      only
      upon surrender of the Certificates at the offices of the Certificate Registrar
      set forth in the notice of such final distribution.

     

    The
      Certificates are issuable in fully registered form only, without coupons, in
      denominations specified in the Trust Agreement. As provided in the Trust
      Agreement and subject to any limitations on transfer of this Certificate by
      a
      Depository or its nominee and certain limitations set forth in the Trust
      Agreement, the transfer of this Certificate is registrable in the Certificate
      Register upon surrender of this Certificate for registration of transfer at
      the
      principal Corporate Trust Office of the Securities Administrator or such other
      offices or agencies appointed by the Securities Administrator for that purpose
      and such other locations provided in the Trust Agreement, duly endorsed by
      or
      accompanied by an assignment in the form below or other written instrument
      of
      transfer in form satisfactory to the Securities Administrator and the
      Certificate Registrar duly executed by the Certificateholder hereof, or such
      Certificateholder’s attorney duly authorized in writing, and thereupon one or
      more new Certificates of the same Class in the same aggregate Certificate
      Balance will be issued to the designated transferee or transferees.

     

    As
      provided in the Trust Agreement and subject to certain limitations therein
      set
      forth, this Certificate is exchangeable for a new Certificate of the same Class
      in the same denomination. No service charge will be made for any such
      registration of transfer or exchange, but the Custodians may require payment
      of
      a sum sufficient to cover any tax or other governmental charge that may be
      imposed in connection with any transfer or exchange of
      Certificates.

     

    The
      Depositor, the Securities Administrator, the Master Servicer, the Servicers,
      the
      Trustee, the Custodians and the Certificate Registrar and any agent of the
      Depositor, the Securities Administrator, the Master Servicer, the Servicers,
      the
      Trustee, the Custodians or the Certificate Registrar may treat the Person in
      whose name this Certificate is registered as the owner hereof for all purposes,
      and none of the Depositor, the Securities Administrator, the Master Servicer,
      the Trustee, the Custodians, the Servicers, the Certificate Registrar or any
      such agent shall be affected by notice to the contrary.

     

    The
      obligations created by the Trust Agreement will terminate upon payment to the
      Certificateholders of all amounts held in the Collection Account and the
      Certificate Account required to be paid to the Certificateholders pursuant
      to
      the Trust Agreement, following the earlier of: (i) the final payment or other
      liquidation (or any advance with respect thereto) of the last Mortgage Loan
      remaining in the Trust Fund or the disposition of all property acquired upon
      foreclosure of any such Mortgage Loan and (ii) the purchase of all the assets
      of
      the Trust Fund by the Master Servicer as specified in the Trust Agreement,
      when
      the aggregate Scheduled Principal Balance of the Mortgage Loans equals 1% or
      less of the aggregate Scheduled Principal Balance of the Mortgage Loans as
      of
      the Cut-off Date. Written notice of termination will be given to each
      Certificateholder, and the final distribution will be made only upon surrender
      and cancellation of the Certificates at an office or agency appointed by the
      Securities Administrator, which will be specified in the notice of
      termination.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Unless
      the certificate of authentication hereon has been executed by the Certificate
      Registrar, by manual signature, this Certificate shall not be entitled to any
      benefit under the Trust Agreement or be valid for any purpose.

     

    THIS
      CERTIFICATE AND THE TRUST AGREEMENT
      SHALL BE 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.

     

    The
      Trustee has executed this Certificate on behalf of the Trust as Trustee under
      the Trust Agreement, and the Trustee shall be liable hereunder only in respect
      of the assets of the Trust Fund.

     

    Capitalized
      terms used herein and not defined herein shall have the meaning given them
      in
      the Trust Agreement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:
      December ____, 2007

    WELLS
      FARGO BANK, N.A.,

    as
      Securities Administrator

    


    


    By:                       

    AUTHORIZED
      OFFICER

    


    


     

    CERTIFICATE
      OF AUTHENTICATION

     

    THIS
      IS
      ONE OF THE CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED TRUST
      AGREEMENT.

     

    WELLS
      FARGO BANK, N.A.,

    as
      Certificate Registrar

    


    


    By:                         

    AUTHORIZED
      SIGNATORY

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      Certificate, shall be construed as though they were written out in full
      according to applicable laws or regulations:

     

    
      	
              TEN
                COM-as tenants in common

            	
              UNIF
                GIFT MIN ACT - Custodians          

              (Cust)
                (Minor)

            
	
              TEN
                ENT -as tenants by the entireties

            	 
	
              JT
                T EN- as joint tenants with rights of survivorship and not as Tenants
                in
                Common

            	
              Under
                Uniform Gifts to Minors Act              

              (State)

            
	 	 


    

    Additional
      abbreviations may also be used though not in the above list.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    FORM
      OF
      TRANSFER

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto 

     

    _________________________________________________________

    PLEASE
      INSERT SOCIAL SECURITY

    OR
      OTHER
      IDENTIFYING NUMBER OF ASSIGNEE                 

     

    
      

    

    (Please
      print or typewrite name and address of assignee) 

    


    the
      within Certificate and does hereby irrevocably constitute and appoint
    
      (Attorney) to transfer the said Certificate in the Certificate Register of
      the
      within-named Trust, with full power of substitution in the
      premises.

    


    


    Dated:             

    NOTICE:
      The signature to this assignment must correspond with the name as written upon
      the face of this Certificate in every particular without alteration or
      enlargement or any change whatever.

        

    
      
        	 	 
	
                SIGNATURE
                  GUARANTEED: The signature must be
                  guaranteed by a commercial bank or trust company or by a member
                  firm of
                  the New York Stock Exchange for another national Certificates exchange.
                  Notarized or witnessed signatures are not
                  acceptable. 

              	 


      

    

     



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

     

    The
      assignee should include the following for purposes of distribution:

     

     

    Distribution
      shall be made, by wire transfer or otherwise, in immediately available funds,
      to
      ___________________________, for the account of _____________________, account
      number _________________, or if mailed by check to
      ______________________________. Applicable reports and statements should be
      mailed to __________________________. This information is provided by
      ____________________________, the assignee named above, or _______________,
      as
      agent.