Unassociated Document


    EXECUTION


    GSR
      MORTGAGE LOAN TRUST 2007-4F

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES

     

    SERIES
      2007-4F

     

    MASTER
      SERVICING

     

    and

     

    TRUST
      AGREEMENT

     

    among

     

    GS
      MORTGAGE SECURITIES CORP.,

    as
      Depositor

     

    U.S.
      BANK NATIONAL ASSOCIATION,

    as
      Trustee and as a Custodian

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

    as
      Master Servicer and Securities Administrator 

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    as
      a Custodian

    


    and

    


    Dated
      as of

     


    June
      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	
              23

            
	
              Section
                2.01.

            	
              Conveyance
                to the Trustee.

            	
              23

            
	
              Section
                2.02.

            	
              Acceptance
                by the Trustee and Securities Administrator.

            	
              25

            
	
              Section
                2.03.

            	
              REMIC
                Elections and REMIC Interests Designations.

            	
              25

            
	ARTICLE
              III. REMITTING TO CERTIFICATEHOLDERS	
              29

            
	
              Section
                3.01.

            	
              Distributions
                to Certificateholders.

            	
              29

            
	
              Section
                3.02.

            	
              Allocation
                of Realized Losses and Shortfalls.

            	
              35

            
	ARTICLE
              IV. THE SECURITIES	
              37

            
	
              Section
                4.01.

            	
              The
                Certificates.

            	
              37

            
	
              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.

            	
              39

            
	
              Section
                5.03.

            	
              Governing
                Law.

            	
              39

            
	
              Section
                5.04.

            	
              Counterparts.

            	
              39

            
	
              Section
                5.05.

            	
              Notices.

            	
              39

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    SCHEDULES
      AND EXHIBITS

    


    
      	
              Schedule
                I

            	
              Mortgage
                Loans

            
	 	 
	
              Schedule
                II

            	
              [Reserved]

            
	 	 
	
              Schedule
                III

            	
              [Reserved]

            
	 	 
	
              Exhibit
                A

            	
              Forms
                of Certificates

            


    

    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

       

    

    MASTER
      SERVICING AND TRUST AGREEMENT

     

    THIS
      MASTER SERVICING AND TRUST AGREEMENT (this “Trust
      Agreement”),
      dated
      as of June 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”)
      and as
      a custodian, DEUTSCHE BANK NATIONAL TRUST COMPANY, as a custodian (together
      with
      U.S. Bank National Association in its capacity as a custodian, the “Custodians”)
      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
      (June 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 2007-4F as a trust (the “Trust”)
      to
      issue a series of securities with an aggregate initial outstanding principal
      balance of $790,100,742 to be known as the Mortgage Pass-Through Certificates,
      Series 2007-4F (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,” “4,” “5,” “6” or “7”), 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,” “P,” “R”
or “RC”) 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, each Custodian and the Master Servicer agree as
      follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      I.

     

    DEFINITIONS

     

    Section
      1.01. Standard
      Terms.

     

    The
      Depositor, the Trustee, the Securities Administrator, the Custodians 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 Custodians 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:

     

    “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 (other
      than
      the Applicable Fractions thereof allocable to the Class A-P
      Certificates).

     

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

     

    
      	 	
              ·

            	
              For
                Collateral Group P and each Discount
                Loan:

            


    


    5.00%
      minus
      the
Net
      Rate
      on
      such Discount
      Loan

    5.00%;

     

    
      	 	
              ·

            	
              For
                Collateral Group 1 and each Discount
                Loan:

            


    

    


    Net
      Rate
      on
      such Discount
      Loan

    5.00%;

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              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
                5.75% per annum:

            


    

    


    5.75%
      minus
      the
Net
      Rate
      on
      such Mortgage
      Loan

    0.75%;

     

    
      
        	
              	·	
                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 5.75% per
                  annum:

              


      

    

    


    1
      minus é5.75%
      minus the
      Net
      Rate
      on
      such Mortgage
      Loanù

           
             
ë                               
         0.75%                                     û;

     

    
      	 	
              ·

            	
              For
                Collateral Group 2 and each Mortgage Loan in Loan Group 1 with a
                Net Rate
                greater than or equal to 5.75% per annum, but less than 6.00% per
                annum:

            


    

    


    6.00%
      minus
      the
      Net Rate
      on
      such Mortgage
      Loan

    0.25%;

    


    
      	 	
              ·

            	
              For
                Collateral Group 3 and each Mortgage Loan in Loan Group 1 with a
                Net Rate
                greater than or equal to 5.75% per annum, but less than 6.00% per
                annum:

            


    

    


    1
      minus é6.00%
      minus the
      Net
      Rate
      on
      such Mortgage
      Loanù

                   
      ë         
                                    
0.25%                                    
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 é7.00%
      minus the
      Net
      Rate
      on
      such Mortgage
      Loanù

                   
      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%; provided
                that all interest in excess of 7.00% per annum on each Mortgage Loan
                in
                Loan Group 1 with a Net Rate greater than or equal to 7.00% shall
                be
                allocated to the Class A-X Certificates in respect of the Class A-X(1)
                Component thereof;

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	·	
              For
                Collateral Group 1 and each Mortgage Loan in Loan Group 2 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 5 and each Mortgage Loan in Loan Group 2 with a
                Net Rate
                greater than or equal to 5.00% per annum, but less than 5.50% per
                annum:

            


    

    


    1
      minus é5.50%
      minus the
      Net
      Rate
      on
      such Mortgage
      ù

                     ë 
                                         
1.00%      
                              
û;

     

    
      	
            	·	
              For
                Collateral Group 5 and each Mortgage Loan in Loan Group 2 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 6 and each Mortgage Loan in Loan Group 2 with a
                Net Rate
                greater than or equal to 5.50% per annum, but less than 6.00% per
                annum:

            


    

    


    1
      minus é6.00%
      minus the
      Net
      Rate
      on
      such Mortgage
      Loanù

                   
      ë                                          
0.50%                                
         û;

    


    
      	 	
              ·

            	
              For
                Collateral Group 6 and each Mortgage Loan in Loan Group 2 with a
                Net Rate
                greater than or equal to 6.00% per annum, but less than 6.50% per
                annum:

            


    

    


    6.50%
      minus
      the
      Net Rate
      on
      such Mortgage
      Loan

    0.50%;

    


    
      	
            	·	
              For
                Collateral Group 7 and each Mortgage Loan in Loan Group 2 with a
                Net Rate
                greater than or equal to 6.00% per annum, but less than 6.50% per
                annum:

            


    

    


    1
      minus é6.50%
      minus the
      Net
      Rate
      on
      such Mortgage
      Loanù

      
                  
ë                                         
0.50%                                  
       û;

    


    
      	 	
              ·

            	
              For
                Collateral Group 7 and each Mortgage Loan in Loan Group 2 with a
                Net Rate
                greater than or equal to 6.50% per annum, 100%; provided
                that all interest in excess of 6.50% per annum on each Mortgage Loan
                in
                Loan Group 2 with a Net Rate greater than or equal to 6.50% shall
                be
                allocated to the Class A-X Certificates in respect of the Class A-X(2)
                Component thereof;

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “A-P
      Principal Distribution Amount“:
      The
      aggregate of the sum of the following amounts for Collateral Group P and any
      Distribution Date:

     

    
      	
            	(i)	
              the
                Applicable Fractions for the Class A-P Certificates of items (a),
                (b) and
                (c) of the definition of Principal Payment Amount for such Collateral
                Group;

            


    

     

    
      	
            	(ii)	
              the
                Applicable Fractions for the Class A-P Certificates of all Payoffs
                and
                Curtailments for each Mortgage Loan contributing to such Collateral
                Group
                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 then
                current calendar month (as provided in the applicable Sale and Servicing
                Agreement); and

            


    

     

    
      	
            	(iii)	
              the
                Applicable Fractions for the Class A-P Certificates of the principal
                portion of the Liquidation Principal for each Liquidated Mortgage
                Loan
                contributing to such Collateral
                Group.

            


    

     

    “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.

    


    “Assignment
      Agreements”: (i)
      the
      Assignment, Assumption and Recognition Agreement dated as of June 1, 2007,
      by
      and among GSMC, the Depositor and Avelo, as servicer, (ii) the Assignment,
      Assumption and Recognition Agreement dated as of June 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 June 1, 2007,
      by
      and among GSMC, the Depositor and Countrywide Servicing, as servicer, and
      relating to loans acquired through a trade confirmation, (iv) the Assignment,
      Assumption and Recognition Agreement dated as of June 1, 2007, by and among
      GSMC, the Depositor and Countrywide, as seller, and relating to loans acquired
      through a trade confirmation, (v) the Assignment, Assumption and Recognition
      Agreement dated as of June 1, 2007, by and among the Depositor, the Trustee,
      Countrywide and Countrywide Servicing, and as acknowledged by the Master
      Servicer, and relating to loans acquired through a trade confirmation, (vi)
      the
      Assignment, Assumption and Recognition Agreement dated as of June 1, 2007,
      by
      and among GSMC, the Depositor and Countrywide
      Servicing, as servicer, and relating to loans acquired through an assignment,
      assumption and recognition agreement, (vii) the Assignment, Assumption and
      Recognition Agreement dated as of June 1, 2007, by and among GSMC, the Depositor
      and Countrywide, as seller, and relating to loans acquired through an
      assignment, assumption and recognition agreement, (viii) the Assignment,
      Assumption and Recognition Agreement dated as of June 1, 2007, by and among
      the
      Depositor, the Trustee, Countrywide and Countrywide Servicing, and as
      acknowledged by the Master Servicer, and relating to loans acquired through
      an
      assignment, assumption and recognition agreement, (ix) the Assignment,
      Assumption and Recognition Agreement dated as of June 1, 2007, among GSMC,
      the
      Depositor and Fifth Third, as servicer, (x) the Assignment, Assumption and
      Recognition Agreement dated as of June 1, 2007, among the Trustee, the Depositor
      and Fifth Third, as servicer, and as acknowledged by the Master 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Servicer,
      (xi) the Assignment, Assumption and Recognition Agreement dated as of June
      1,
      2007, among GSMC, the Depositor and GMACM, as servicer, (xii) the Assignment,
      Assumption and Recognition Agreement dated as of June 1, 2007, among the
      Trustee, the Depositor and GMACM, as servicer, and as acknowledged by the Master
      Servicer, (xiii) the Assignment, Assumption and Recognition Agreement dated
      as
      of June 1, 2007, by and among GSMC, the Depositor and JPMCB, as servicer, (xiv)
      the Assignment, Assumption and Recognition Agreement dated as of June 1, 2007,
      by and among the Depositor, JPMCB and the Trustee, and as acknowledged by the
      Master Servicer, (xvi) the Assignment, Assumption and Recognition Agreement
      dated as of June 1, 2007, by and among GSMC, the Depositor and Nat City, as
      servicer, (xvii) the Assignment, Assumption and Recognition Agreement dated
      as
      of June 1, 2007, among the Depositor, the Trustee and Nat City, as servicer,
      and
      as acknowledged by the Master Servicer, (xviii) the Assignment, Assumption
      and
      Recognition Agreement dated as of June 1, 2007, by and among GSMC, the Depositor
      and SunTrust, as servicer, (xix) the Assignment, Assumption and Recognition
      Agreement dated as of June 1, 2007, among the Depositor, the Trustee and
      SunTrust, as servicer, and as acknowledged by the Master Servicer, (xx) the
      Assignment, Assumption and Recognition Agreement dated as of June 1, 2007,
      by
      and among GSMC, the Depositor and WaMu, as servicer, (xxi) the Assignment,
      Assumption and Recognition Agreement dated as of June 1, 2007, among the
      Depositor, the Trustee and WaMu, as servicer, and as acknowledged by the Master
      Servicer, (xxii) the Assignment, Assumption and Recognition Agreement dated
      as
      of June 1, 2007, by and among GSMC, the Depositor and Wells Fargo, as servicer,
      and (xxiii) the Assignment, Assumption and Recognition Agreement dated as of
      June 1, 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;

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (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;

     

    (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, each 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.

     

    “A-X(1)
      Component”:
      That
      portion of the Class A-X Notional Amount related to Loan Group 1. 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “A-X(2)
      Component”:
      That
      portion of the Class A-X Notional Amount related to Loan Group 2.

     

    “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, Collateral Group 4, Collateral Group 5, Collateral Group
      6
      and Collateral Group 7, and weighted on the basis of the Group Subordinate
      Amounts for such Collateral Groups.

     

    “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, Group 4
      Certificates, Group 5 Certificates, Group 6 Certificates and Group 7
      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-2, Class 2A-4, Class 2A-6, Class 2A-7, Class 2A-8,
      Class 3A-1, 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 4A-1, Class 4A-2, Class 5A-1, Class 6A-1,
      Class 7A-1, 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 and Class R Certificates.

     

    “Chase
      Home Finance”:
      Chase
      Home Finance LLC.

     

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

     

    "Class
      4A-2 Notional Amount":
      Initially shall be $77,646,000, 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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

    “Class
      A-X Notional Amount”:
      Initially shall be $245,320, and with respect to each Distribution Date, will
      be
      equal to the sum of the A-X(1) Component Notional Amount and the A-X(2)
      Component Notional Amount.

     

    “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”:
      June
      29, 2007.

     

    “Collateral
      Group”:
      Any of
      Collateral Group P, Collateral Group 1, Collateral Group 2, Collateral Group
      3,
      Collateral Group 4, Collateral Group 5, Collateral Group 6 or Collateral Group
      7, as applicable.

     

    “Collateral
      Group P”:
      The
      portions of Group 1 and Group 2 Discount Loans that have been stripped to an
      Effective Net Rate of 0.00%.

     

    “Collateral
      Group 1”:
      The
      Mortgage Loans in Subgroup 1-P, Subgroup 2-P, Subgroup 1-A and Subgroup 2-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 and Subgroup 1-B or portions thereof that have
      been stripped to an Effective Net Rate of 5.75%.

     

    “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 and Subgroup 1-D or portions thereof that have
      been stripped to an Effective Net Rate of 7.00%.

     

    “Collateral
      Group 5”:
      The
      Mortgage Loans in Subgroup 2-A and Subgroup 2-B or portions thereof that have
      been stripped to an Effective Net Rate of 5.50%.

     

    “Collateral
      Group 6”:
      The
      Mortgage Loans in Subgroup 2-B and Subgroup 2-C or portions thereof that have
      been stripped to an Effective Net Rate of 6.00%.

     

    “Collateral
      Group 7”:
      The
      Mortgage Loans in Subgroup 2-C and Subgroup 2-D or portions thereof that have
      been stripped to an Effective Net Rate of 6.50%.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

     

    “Component
      Notional Amount”
means,
      (a) for the A-X(1) Component, initially $59,294 and for each Distribution Date
      after the Closing 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 6.00% 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 and (b) for the A-X(2) Component,
      initially $186,026 and for each Distribution Date after the Closing 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 2 at the beginning of the related Due Period minus
      6.50% and the denominator of which is 6.00% and (y) the total principal balance
      of the Premium Loans in Loan Group 2 as of the first day of the related Interest
      Accrual Period.

     

    “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.

     

    “Countrywide”:
      Countrywide Home Loans, Inc., or any successor in interest.

     

    “Countrywide
      Servicing”:
      Countrywide Home Loans Servicing LP, or any successor in interest.

     

    “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
      Realized Loss”:
      For
      the Class A-P Certificates and each Distribution Date, the sum of the related
      Applicable Fraction of Realized Losses realized during the preceding calendar
      month on each Discount Loan.

     

    “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”:
      As
      defined in the Preliminary Statement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Custodial
      Agreement”:
      The
      Master Custodial Agreement, dated as of June 1, 2007 among GSMC, the Custodians,
      the Servicers, the Master Servicer and the Securities Administrator.


    


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

     

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

     

    “Deferred
      Principal Amount”:
      For
      the Class A-P Certificates, the cumulative amount of current Realized Losses
      allocated to such Class on prior Distribution Dates, minus
      all
      amounts reimbursed from amounts otherwise payable on the Subordinate
      Certificates.

     

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

     

    “Designated
      Rate”:
      With
      respect to Collateral Group P, 0.00%. With respect to Collateral Group 1, 5.00%
      per annum. With respect to Collateral Group 2, 5.75% per annum. With respect
      to
      Collateral Group 3, 6.00% per annum. With respect to Collateral Group 4, 7.00%
      per annum. Collateral Group 5, 5.50% per annum. With respect to Collateral
      Group
      6, 6.00% per annum. With respect to Collateral Group 7, 6.50% per annum.


     

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

     

    “Discount
      Loan”:
      Any
      Mortgage Loan with a Net Rate less than 5.00% per annum.

     

    “Distribution
      Date”:
      The
      25th day of each month, or if such day is not a Business Day, the next Business
      Day following such day. The first Distribution Date shall be July 25,
      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-2, Class 2A-4, Class 2A-6, Class 2A-7, Class 2A-8, Class 3A-3, Class
      3A-4, Class 3A-5
      and
Class
      3A-6 Certificates.

     

    “Exchange
      Classes”
or
      “Exchange
      Certificates”:
      The
      Class 2A-1, Class 2A-3, Class 2A-5, Class 3A-2
      and
Class
      3A-11 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 June 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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “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.”

     

    “Fifth
      Third”:
      Fifth
      Third Mortgage Company, or any successor in interest. 

     

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

     

    “GMACM”:
      GMAC
      Mortgage, LLC, or any successor in interest.

     

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

     

    “Group
      1 Premium Loan”:
      Any
      Mortgage Loan in Group 1 with a Net Rate greater than or equal to 7.00% per
      annum.

     

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

     

    "Group
      2 NAS Priority Amount":
      For
      any
      Distribution Date is 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-7
      and
      Class 2A-8 Certificates
      immediately prior to such date. Notwithstanding
      the foregoing, (i) on and after the Credit Support Depletion Date, the
Class
      2A-7
      and
      Class 2A-8 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-2, Class 2A-4 and Class 2A-6 Certificates has been reduced to zero,
      the
Class
      2A-7
      and
      Class 2A-8 Certificates shall be entitled, pro
      rata,
      to any
      remaining Senior Principal Distribution Amount for Collateral Group 2 allocable
      to the Class 2A-2, Class 2A-4 and Class 2A-6 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 will 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-7
      and
      Class 2A-8 Certificates
      immediately prior to such date by (y) the aggregate Class Principal Balance
      of
      the Class
      2A-2, Class 2A-4, Class 2A-6, Class 2A-7 and Class 2A-8 Certificates
      immediately prior to such date.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Group
      2 Premium Loan”:
      Any
      Mortgage Loan in Group 2 with a Net Rate greater than or equal to 6.50% per
      annum.

     

    “Group
      3 Certificate”:
      Any
      Class 3A-1, Class 3A-3, Class 3A-4, Class 3A-5, Class 3A-6, Class 3A-7, Class
      3A-8, Class 3A-9 or Class 3A-10 Certificate. 

     

    "Group
      3 NAS Priority Amount":
      For
      any
      Distribution Date is 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-6
      and
      Class 3A-7 Certificates
      immediately prior to such date. Notwithstanding
      the foregoing, (i) on and after the Credit Support Depletion Date, the
Class
      3A-6
      and
      Class 3A-7 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-1, Class 3A-3, Class 3A-4, Class 3A-5, Class 3A-8, Class 3A-9 and
      Class
      3A-10 Certificates has been reduced to zero, the Class
      3A-6
      and
      Class 3A-7 Certificates shall be entitled, pro
      rata,
      to any
      remaining Senior Principal Distribution Amount for Collateral Group 3 allocable
      to the Class 3A-1, Class 3A-3, Class 3A-4, Class 3A-5, Class 3A-8, Class 3A-9
      and Class 3A-10 Certificates and thereafter, the Group 3 NAS Priority
      Amount will equal the Senior Principal Distribution Amount for Collateral Group
      3. 

     

    "Group
      3 NAS Percentage":
      For
      any
      Distribution Date will 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-6
      and
      Class 3A-7 Certificates
      immediately prior to such date by (y) the aggregate Class Principal Balance
      of
      the Class
      3A-1, Class 3A-3, Class 3A-4, Class 3A-5, Class
      3A-6,
      Class 3A-7, Class 3A-8, Class 3A-9 and Class 3A-10 Certificates
      immediately prior to such date.

     

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

     

    “Group
      5 Certificate”:
      Any
      Class 5A-1 Certificate. 

     

    “Group
      6 Certificate”:
      Any
      Class 6A-1 Certificate. 

     

    “Group
      7 Certificate”:
      Any
      Class 7A-1 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 (other than the Applicable
      Fractions thereof allocable to the Class A-P Certificates) over the total
      Certificate Balance of the Senior Certificates (other than the Class A-P
      Certificates) of the related Certificate Group immediately prior to such
      Distribution Date.

     

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

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “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 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 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 4A-1 and Class 4A-2
      Certificates) will accrue from June 1, 2007. For the first Distribution Date,
      interest on the Class 4A-1 and Class 4A-2 Certificates will accrue from June
      25,
      2007. 

     

    “Interest
      Only Certificate”:
      Any
      Class 4A-2 or Class A-X Certificate.

     

    “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 Countrywide, Fifth Third, GMACM, JPMCB, Nat City, SunTrust, WaMu and Wells
      Fargo.

     

    “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 but
      excluding 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 4 to the table in Section
      2.03(d).

     

    “Moody’s”:
      Moody’s Investors Service, Inc., or any successor in interest.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    “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%. 

     

    “National
      City”:
      National City Mortgage Co., or any successor in interest.

     

    “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. 

     

    “Non-AP
      Pool Balance”:
      For
      any Distribution Date and any Collateral Group (other than Collateral Group
      P),
      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.

     

    “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 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.

     

    “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.

    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Premium
      Loan”:
      Any
      Group 1 Premium Loan or Group 2 Premium Loan. 

     

    “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
      Only Certificate”:
      The
      Class A-P Certificates.

     

    “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).

     

    “Private
      Certificates”:
      The
      Junior Subordinate Certificates.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “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 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.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Sale
      and Servicing Agreement”:
      collectively, (i) Flow Servicing Agreement dated as of January 1, 2006,
by
      and
      between GSMC and Avelo, as servicer, (ii)
      Second Amended and Restated Mortgage Loan Flow Purchase, Sale & Servicing
      Agreement, dated as of May 1, 2006, as amended by Amendment No. 1, dated August
      1, 2006, each between GSMC and PHH Mortgage; (iii) 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;
      (iv) 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; (v) the Second Amended and Restated Master Seller’s Warranties and
      Servicing Agreement, dated as of November 1, 2005, between GSMC and Wells
      Fargo; (vi) the Amended and Restated Master Seller’s Warranties and Servicing
      Agreement, dated as of December 1, 2005, between Bank of America and Wells
      Fargo; (vii) the Second Amended and Restated Master Mortgage Loan Purchase
      Agreement, dated as of May 1, 2006, between Bank of America and Wells Fargo;
      (viii) the Mortgage Loan Purchase Agreement, dated as of July 1, 2006, between
      Bank of America and DLJ Mortgage Capital, Inc; (ix) the Second Amended and
      Restated Flow Seller’s Warranties and Servicing Agreement dated as of January 1,
      2006, as amended by Amendment No. 1 dated as of July 24, 2006, as further
      amended by Amendment No. 2, dated as of August 9, 2006, between GSMC, as
      Purchaser, and Nat City, as seller and servicer; (x) the Mortgage Loan Purchase
      and Sale Agreement dated as of December 1, 2003, as amended by the First
      Amendment to Mortgage Loan Purchase Agreement dated as of October 1, 2004,
      and
      as further amended by the Regulation AB Amendment to Mortgage Loan Purchase
      and
      Sale Agreement dated as of April 1, 2006, between GSMC, as Purchaser, and WaMu,
      as Seller; (xi) the Servicing Agreement dated as of December 1, 2003, as amended
      by the First Amendment to Servicing Agreement dated as of October 1, 2004,
      and
      as further amended by the Regulation AB Amendment to Servicing Agreement dated
      as of April 1, 2006, between GSMC, as Purchaser, and WaMu, as Servicer; (xii)
      that certain Mortgage Loan Sale and Servicing Agreement, dated as of March
      1,
      2007, between GSMC, as purchaser, and Fifth Third, as seller; (xiii) the
      Servicing Agreement dated as of July 1, 2004, between GSMC, as owner, and
      Countrywide Servicing, as servicer, as amended by Amendment Reg AB, dated as
      of
      January 1, 2006 by and between GSMC and Countrywide; (xiv) the Master Mortgage
      Loan Purchase Agreement dated as of July 1, 2004 between GSMC, as purchaser,
      and
      Countrywide, as seller, as amended by Amendment Reg AB, dated as of January
      1,
      2006 by and between GSMC and Countrywide; (xv) that certain
      Flow
      Sale and Servicing Agreement dated as of March 1, 2005 between GSMC and GMACM;
      and (xvi) that certain Amended
      and Restated Flow Seller’s Warranties and Servicing Agreement, dated as of
      December 1, 2005, as amended by Amendment No. 1, dated as of July 1, 2006
      between GSMC and SunTrust. 

     

    “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.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “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, Collateral Group
      4,
      Collateral Group 5, Collateral Group 6 and Collateral Group 7, shall equal
      (i)
      as of the Closing Date, 96.74%, 96.75%, 96.75%, 96.75%, 96.75%, 96.75% and
      96.75%, 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. 

     

    “Senior Prepayment Percentage”:
      For
      each Collateral Group, as follows: (i) on any Distribution Date occurring before
      the Distribution Date in the month of July 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 July 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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (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

            
	
              July
                2012 through July 2013

            	 	
              30%

            
	
              July
                2013 through July 2014

            	 	
              35%

            
	
              July
                2014 through July 2015

            	 	
              40%

            
	
              July
                2015 through July 2016

            	 	
              45%

            
	
              July
                May 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

            
	
              July
                2007 through June 2011

            	 	
              100%

            
	 	 	 
	
              July
                2012 through June 2013

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

            
	 	 	 
	
              July
                2013 through June 2014

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

            
	 	 	 
	
              July
                2014 through June 2015

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

            
	 	 	 
	
              July
                2015 through June 2016

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

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

            	 	
               

              Senior
                Collateral Group Percentage for such Collateral Group

            
	 	 	 
	
              Final
                Distribution Date 

            	 	
              100%

            


    

     

    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.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

    “Servicer”:
      Each
      of Avelo, Countrywide Servicing, Fifth Third, GMACM, JPMCB, National City,
      SunTrust, WaMu 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 5.75%.

     

    “Subgroup
      1-B”:
      The
      Mortgage Loans in Loan Group 1 with Net Rates greater than or equal to 5.75%
      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%.

     

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

     

    “Subgroup
      1-P”:
      The
      Mortgage Loans in Loan Group 1 with Net Rates less than 5.00%.

     

    “Subgroup
      2-A”:
      The
      Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to 5.00%
      and
      less than 5.50%.

     

    “Subgroup
      2-B”:
      The
      Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to 5.50%
      and
      less than 6.00%.

     

    “Subgroup
      2-C”:
      The
      Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to 6.00%
      and
      less than 6.50%.

     

    “Subgroup
      2-D”:
      The
      Mortgage Loans in Loan Group 2 with Net Rates greater than or equal to
      6.50%.

     

    “Subgroup
      2-P”:
      The
      Mortgage Loans in Loan Group 2 with Net Rates less than 5.00%.

     

    “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.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    “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 3.26%, 3.25%, 3.25%, 3.25%, 3.25%, 3.25% and 3.25%
      for
      Collateral Group 1,
      Collateral Group 2,
      Collateral Group 3, Collateral Group 4, Collateral Group 5, Collateral Group
      6
      and Collateral Group 7, 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 (other than Collateral Group
      P),
      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;

            


    

     

    provided,
      however,
      that
      the Subordinate Principal Distribution Amount for each Collateral Group shall
      be
      reduced by the amounts required to be distributed to the Class A-P Certificates
      for reimbursement of Current Realized Losses and Deferred Principal Amounts
      on
      such Distribution Date. 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.

     

    “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.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “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.

     

    “SunTrust”:
      SunTrust Mortgage, Inc., or any successors in interest.

     

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

     

    “Trust
      Agreement”:
      This
      Master Servicing and Trust Agreement, dated as of June 1, 2007, which
      incorporates by reference the Standard Terms to Master Servicing and Trust
      Agreement (June 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 June 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 (other than the
      Class A-P Certificates and after giving effect to distributions to be made
      on
      such Distribution Date) is greater than the Non-AP 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.

     

    “Wells
      Fargo”:
      Wells
      Fargo Bank, N.A., or any successors in interest.

     

    “WaMu”:
      Washington Mutual Bank, or any successors in interest. 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    ARTICLE
      II.

     

    FORMATION
      OF TRUST; CONVEYANCE OF MORTGAGE LOANS

     

    Section
      2.01. Conveyance
      to the Trustee.

     

    (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.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (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 each 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 each 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 each 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 such
      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.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (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)

              	
                 

              	 	
                6.00%

              	
                 

              
	
                RC

              	 	 	
                (5)

              	
                 

              	 	
                (6)

              	
                 

              


      

    

     

    
      	 	
              (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 that is a Premium Loan to a cap equal to 7.00%
                in the
                case of a Group 1 Premium Loan and 6.50% in the case of a Group 2
                Premium
                Loan 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.

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (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-2

            	 	
              (1)

            	 	
              5.75%

            	 	
              2A-2

            	 
	
              MT-2A-4

            	 	
              (1)

            	 	
              5.75%

            	 	
              2A-4

            	
               

            
	
              MT-2A-6

            	 	
              (1)

            	 	
              5.75%

            	 	
              2A-6

            	
               

            
	
              MT-2A-7

            	 	
              (1)

            	 	
              5.75%

            	 	
              2A-7

            	 
	
              MT-2A-8

            	 	
              (1)

            	 	
              5.75%

            	 	
              2A-8

            	 
	
              MT-3A-1

            	 	
              (1)

            	 	
              6.00%

            	 	
              3A-1

            	 
	
              MT-3A-3

            	 	
              (1)

            	 	
              6.00%

            	 	
              3A-3

            	 
	
              MT-3A-4

            	 	
              (1)

            	 	
              6.00%

            	 	
              3A-4

            	 
	
              MT-3A-5

            	 	
              (1)

            	 	
              6.00%

            	 	
              3A-5

            	 
	
              MT-3A-6

            	 	
              (1)

            	 	
              6.00%

            	 	
              3A-6

            	 
	
              MT-3A-7

            	 	
              (1)

            	 	
              6.00%

            	 	
              3A-7

            	 
	
              MT-3A-8

            	 	
              (1)

            	 	
              6.00%

            	 	
              3A-8

            	 
	
              MT-3A-9

            	 	
              (1)

            	 	
              6.00%

            	 	
              3A-9

            	 
	
              MT-3A-10

            	 	
              (1)

            	 	
              6.00%

            	 	
              3A-10

            	 
	
              MT-4A-1

            	 	
              (1)

            	 	
              7.00%

            	 	
              4A-1,
                4A-2

            	 
	
              MT-5A-1

            	 	
              (1)

            	 	
              5.50%

            	 	
              5A-1

            	 
	
              MT-6A-1

            	 	
              (1)

            	 	
              6.00%

            	 	
              6A-1

            	 
	
              MT-7A-1

            	 	
              (1)

            	 	
              6.50%

            	 	
              7A-1

            	 
	
              MT-A-X

            	 	
              (2)

            	 	
              6.00%

            	 	
              A-X

            	 
	
              MT-A-P

            	 	
              (1)

            	 	
              0.00%

            	 	
              A-P

            	 
	
              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 related 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).

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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

            	 	
              $

            	
              27,634,000

            	 	 	
              5.00

            	
              %

            
	
              2A-2(5)

            	 	
              $

            	
              112,720,000

            	 	 	
              5.75

            	
              %

            
	
              2A-4(5)

            	 	
              $

            	
              8,167,000

            	 	 	
              5.75

            	
              %

            
	
              2A-6(5)

            	 	
              $

            	
              7,472,000

            	 	 	
              5.75

            	
              %

            
	
              2A-7(5)

            	 	
              $

            	
              29,851,000

            	 	 	
              5.75

            	
              %

            
	
              2A-8(5)

            	 	
              $

            	
              2,239,000

            	 	 	
              5.75

            	
              %

            
	
              3A-1

            	 	
              $

            	
              100,000,000

            	 	 	
              6.00

            	
              %

            
	
              3A-3(5)

            	 	
              $

            	
              81,945,000

            	 	 	
              6.00

            	
              %

            
	
              3A-4(5)

            	 	
              $

            	
              100,154,000

            	 	 	
              6.00

            	
              %

            
	
              3A-5(5)

            	 	
              $

            	
              18,377,000

            	 	 	
              6.00

            	
              %

            
	
              3A-6(5)

            	 	
              $

            	
              59,066,000

            	 	 	
              6.00

            	
              %

            
	
              3A-7

            	 	
              $

            	
              4,431,000

            	 	 	
              6.00

            	
              %

            
	
              3A-8

            	 	
              $

            	
              45,000,000

            	 	 	
              6.00

            	
              %

            
	
              3A-9

            	 	
              $

            	
              8,510,000

            	 	 	
              6.00

            	
              %

            
	
              3A-10

            	 	
              $

            	
              3,476,000

            	 	 	
              6.00

            	
              %

            
	
              4A-1

            	 	
              $

            	
              77,646,000

            	 	 	
              (4

            	
              )

            
	
              4A-2

            	 	
              $

            	
              77,646,000(1

            	
              )

            	 	
              (4

            	
              )

            
	
              5A-1

            	 	
              $

            	
              12,891,000

            	 	 	
              5.50

            	
              %

            
	
              6A-1

            	 	
              $

            	
              45,244,000

            	 	 	
              6.00

            	
              %

            
	
              7A-1

            	 	
              $

            	
              19,503,000

            	 	 	
              6.50

            	
              %

            
	
              A-P

            	 	
              $

            	
              90,993

            	 	 	
              0.00

            	
              %

            
	
              A-X

            	 	
              $

            	
              245,320(1

            	
              
                )

              

            	 	
              6.00

            	
              %

            
	
              M-1

            	 	
              $

            	
              1,190,000

            	 	 	
              (2

            	
              )

            
	
              B-1

            	 	
              $

            	
              11,062,000

            	 	 	
              (2

            	
              )

            
	
              B-2

            	 	
              $

            	
              5,135,000

            	 	 	
              (2

            	
              )

            
	
              B-3

            	 	
              $

            	
              2,766,000

            	 	 	
              (2

            	
              )

            
	
              B-4

            	 	
              $

            	
              2,370,000

            	 	 	
              (2

            	
              )

            
	
              B-5

            	 	
              $

            	
              1,185,000

            	 	 	
              (2

            	
              )

            
	
              B-6

            	 	
              $

            	
              1,975,749

            	 	 	
              (2

            	
              )

            
	
              RC

            	 	 	
              (3

            	
              )

            	 	
              (3

            	
              )

            
	
              R

            	 	 	
              (3

            	
              )

            	 	
              (3

            	
              )

            


    

     

    
      	
            	(1)	
              Notional
                Amount.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    
       

    

    
      	
            	(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

            	 
	
              4A-1

            	 	 	
              1
                mo. LIBOR + 0.45%

            	
               

            	 	
              5.77%

            	
               

            	 	
              0.45%

            	
               

            	 	
              7.00%

            	
               

            
	
              4A-2

            	 	 	
              6.55%
                - 1 mo. LIBOR

            	 	 	
              1.23%

            	
               

            	 	
              0.00%

            	
               

            	 	
              6.55%

            	
               

            


    


    
      	 	
              (5)

            	
              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:

     

    (i) to
      each
      Class of REMIC Certificates that are Senior Certificates (other than the
      Principal Only 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; 

     

    (ii) 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:

    
       

      
        	 	
                (A)

              	
                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;

              


      

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

      

       

      
        	 	
                (B)

              	
                to
                  the Class 2A-2, Class 2A-4, Class 2A-6, Class 2A-7 and Class 2A-8
                  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:

              


      

       

      
        	 	
                (i)

              	
                to
                  the Class 2A-7 and Class 2A-8 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;
                  

              


      

       

      
        	 	
                (ii)
                  

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

              


      

       

      
        	 	
                (iii)

              	
                to
                  the Class 2A-4 Certificates until the Class Principal Balance thereof
                  is
                  reduced to zero;

              


      

       

      
        	 	
                (iv)

              	
                to
                  the Class 2A-6 Certificates until the Class Principal Balance thereof
                  is
                  reduced to zero; and

              


      

       

      
        	 	
                (v)

              	
                to
                  the Class 2A-7 and Class 2A-8 Certificates, pro
                  rata,
                  until the Class Principal Balance of each such class is reduced
                  to
                  zero;

              


      

       

      
        	 	
                (C)

              	
                to
                  the Class 3A-1, Class 3A-3, Class 3A-4, Class 3A-5, Class 3A-6,
                  Class
                  3A-7, Class 3A-8, Class 3A-9 and Class 3A-10 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,
                  concurrently as follows:

              


      

       

      
        	 	
                (i)
                  

              	
                approximately
                  75.4189837965% of the amount distributable pursuant to clause (ii)(C)
                  above, to the Class 3A-3, Class 3A-4, Class 3A-5, Class 3A-6, Class
                  3A-7,
                  Class 3A-8 and Class 3A-9 Certificates in the following order of
                  priority:

              


      

       

      
        	 	
                (a)

              	
                to
                  the Class 3A-6 and Class 3A-7 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-3, Class 3A-4, Class 3A-5, Class 3A-8 and Class 3A-9
                  Certificates, concurrently as
                  follows:

              


      

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

      

       

      
        	 	
                (1)

              	
                approximately
                  21.0680903672% of the amount remaining after the distribution pursuant
                  to
                  clause (2)(c)(i)(A) above, to the Class 3A-8 and Class 3A-9 Certificates,
                  sequentially, in that order, until the Class Principal Balance
                  of each
                  such class is reduced to zero;

              


      

      


      
        	 	
                (2)

              	
                approximately
                  78.9319096328% of the amount remaining after the distribution pursuant
                  to
                  clause (2)(c)(i)(A) above, to the Class 3A-3, Class 3A-4 and Class
                  3A-5
                  Certificates in the following order of
                  priority:

              


      

       

      
        	 	
                (I)

              	
                to
                  the Class 3A-3 Certificates, an amount up to $1,000 until the Class
                  Principal Balance thereof is reduced to
                  zero;

              


      

       

      
        	 	
                (II)

              	
                to
                  the Class 3A-4 Certificates, an amount up to $1,135,000 until the
                  Class
                  Principal Balance thereof is reduced to
                  zero;

              


      

       

      
        	 	
                (III)

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

              


      

       

      
        	 	
                (IV)

              	
                to
                  the Class 3A-4 Certificates until the Class Principal Balance thereof
                  is
                  reduced to zero;

              


      

       

      
        	 	
                (V)

              	
                to
                  the Class 3A-5 Certificates until the Class Principal Balance thereof
                  is
                  reduced to zero; 

              


      

       

      
        	 	
                (c)

              	
                to
                  the Class 3A-6 and Class 3A-7 Certificates, pro
                  rata,
                  until the Class Principal Balance of each such class is reduced
                  to zero;
                  and

              


      

       

      
        	 	
                (ii)

              	
                approximately
                  24.5810162035% of the amount distributable pursuant to clause (ii)(C)
                  above to the Class 3A-1 and Class 3A-10 Certificates, pro
                  rata,
                  until the Class Principal Balance of each such class is reduced
                  to
                  zero;

              


      

       

      
        	 	
                (D)

              	
                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
                  thereof is reduced to zero;

              


      

       

      
        	 	
                (E)

              	
                to
                  the Class 5A-1 Certificates, in reduction of their Class Principal
                  Balance, from the Available Distribution Amount for Collateral
                  Group 5 in
                  an amount up to the Senior Principal Distribution Amount for Collateral
                  Group 5 for such Distribution Date, until the Class Principal Balance
                  thereof is reduced to zero;

              


      

       

    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (F)

            	
              to
                the Class 6A-1 Certificates, in reduction of their Class Principal
                Balance, from the Available Distribution Amount for Collateral Group
                6 in
                an amount up to the Senior Principal Distribution Amount for Collateral
                Group 6 for such Distribution Date, until the Class Principal Balance
                thereof is reduced to zero;

            


    


    
      	 	
              (G)

            	
              to
                the Class 7A-1 Certificates, in reduction of their Class Principal
                Balance, from the Available Distribution Amount for Collateral Group
                7 in
                an amount up to the Senior Principal Distribution Amount for Collateral
                Group 7 for such Distribution Date, until the Class Principal Balance
                thereof is reduced to zero; and

            


    

     

    
      	 	
              (H)

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

            


    

     

    
      	 	
              (I)
                

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

            


    

     

    
      	 	
              (iii)

            	
              to
                the extent of the remaining Available Distribution Amount for Collateral
                Group 1, Collateral Group 2, Collateral Group 3, Collateral Group
                4,
                Collateral Group 5, Collateral Group 6 and Collateral Group 7 and
                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 Subordinate Principal Prepayment
                Amount otherwise allocable to the class or classes of 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; 

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              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

            


    

     

    
      	 	
              (v)

            	
              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. 

            


    

    
    

     

    
      	 	
              (vi)

            	
              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(a) 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(a) shall be distributed in proportion to the aggregate
      Certificate Principal Balances of such Certificates of each such Certificate
      Group.

     

    (b) 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 and the Class A-P
      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 (other than the Class A-P 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 (other than
      the Class A-P 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).

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    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 (other than
      the
      Class A-P Certificates) of each such Certificate Group, after giving effect
      to
      distributions pursuant to Section 3.01(a) on such Distribution Date, exceeds
      the
      Non-AP Pool Balance of the related Collateral Group for such Distribution
      Date.

     

    (c) 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 8.0000% and subjecting the Class
                LT1-Sub-B Interest to a cap of 2.0172%, 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

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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.

     

    (d) 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.

     

    (e) 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-7 Certificates
      shall
      instead be allocated to the Class 2A-8 Certificates, until the Class Principal
      Balance of the Class 2A-8 Certificates is reduced to zero; (b) any Realized
      Losses otherwise allocable to the Class 3A-1 Certificates shall instead be
      allocated to the Class 3A-10 Certificates, until the Class Principal Balance
      of
      the Class 3A-10 Certificates is reduced to zero; and (c) any Realized Losses
      otherwise allocable to the Class 3A-6 Certificates shall instead be allocated
      to
      the Class 3A-7 Certificates, until the Class Principal Balance of the Class
      3A-7
      Certificates is reduced to zero.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    
       

      (ii) Prior
        to
        the Credit Support Depletion Date, to the extent that the principal portion
        of a
        Realized Loss has been allocated to reduce the Certificate Principal Balance
        of
        the Class A-P Interest, the amount of such Realized Loss shall be reimbursed
        from the aggregate Subordinate Principal Distribution Amount for the related
        Collateral Groups, to reimburse the Current Realized Losses and Deferred
        Principal Amounts. 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.

    

     

    (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 a Compensating
      Interest Payment 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.

     

    (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.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (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. 

     

    ARTICLE
      IV.

     

    THE
      SECURITIES

     

    Section
      4.01. The
      Certificates.

     

    The
      Certificates shall be designated generally as the Mortgage Pass-Through
      Certificates, Series 2007-4F. The aggregate principal amount of Certificates
      or
      Interests, as applicable, that may be executed and delivered under this Trust
      Agreement is limited to $790,100,742, 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).

     

    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 shall be issued in fully registered, certificated form. The Class
      A
      Certificates (other than the Interest Only Certificates and the Class A-P
      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 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-P and Class A-X Certificates are
      offered in the form of a single Certificate representing the entire Certificate
      Balance and Notional Amount thereof, respectively. 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-P, 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.
      Each
      Class of Residual Certificates shall be issued in percentage interests of 99.99%
      and 0.01%.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    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. 

     

    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.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    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: sang.kim@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 2007-4F,
      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: Client Manager (GSR 2007-4F) (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: Corporate Trust: GSR 2007-4F, 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 each 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]

    
       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer, the Securities
        Administrator and each 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.

       

      

        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/
          Martin Reed              

        Name:
          Martin Reed

        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

        


         

        U.S.
          BANK
          NATIONAL ASSOCIATION, 
not
          in
          its individual capacity, but solely in its capacity as Custodian

        


        By:
          /s/
          Delma M. Carlson        

        Name:
          Delma M. Carlson

        Title:
          Assistant 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

    


    [Reserved]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      III

    


    [Reserved]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    Form
      of
      Certificates

     

    
      
        
        

      

      
        A-1