GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

     

    CLASS
      [ ]A[ ] CERTIFICATE

     

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

     

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

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

     

    CLASS
      [
      ]A[ ] CERTIFICATE

    


    
      	
              INITIAL
                CERTIFICATE RATE

              PER
                ANNUM: [ ]%1 

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

            
	 	 
	 	
              APPROXIMATE
                INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CLASS [ ]A[ ] CERTIFICATE
                AS
                OF THE CLOSING DATE:
                $[
                ]

            
	 	 
	
              PERCENTAGE
                INTEREST: [ ]%

            	 
	 	 
	
              MINIMUM
                DENOMINATION: [ ]

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

            
	 	 
	
              DATE
                OF THE TRUST

              AGREEMENT:

              MAY
                1, 2007

            	
              APPROXIMATE
                AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE
                MORTGAGE LOANS HELD BY THE TRUST: $[ ]

            
	 	 
	
              CLOSING
                DATE:

              MAY
                24, 2007

            	 
	 	 
	
              FIRST
                DISTRIBUTION DATE:

              JUNE
                25, 2007

            	 
	 	 
	
              FINAL
                SCHEDULED

              DISTRIBUTION
                DATE:

              [
                ]

            	
              TRUSTEE:
                DEUTSCHE BANK NATIONAL TRUST COMPANY

              SECURITIES
                ADMINISTRATOR: WELLS FARGO BANK, N.A.

            
	 	 
	
              NO.
                [ ]

            	
              CUSIP
                NUMBER: [ ]

              ISIN
                NUMBER: [ ]

            


    

    _____________

    
      1 For
        each
        Distribution Date, the Certificate Rate for the Class 1A[ ] Certificates
        will
        equal a variable rate determined in accordance with the Trust
        Agreement.

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      [
      ]A[ ] CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust consisting of the entire beneficial
      ownership of a pool of certain interest only and conventional, hybrid,
      adjustable-rate, fully amortizing and ballon, first lien, one- to four-family
      residential Mortgage Loans formed and sold by

     

    GS
      MORTGAGE SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR INTEREST IN, AND IS NOT
      GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE MASTER SERVICER,
      THE SECURITIES ADMINISTRATOR, THE TRUSTEE, THE WFB CUSTODIAN, THE DB CUSTODIAN
      OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
      LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    THIS
      CERTIFIES THAT:

     

    [
      ]

     

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

     

    Distributions
      on this Certificate (including the final distribution on this Certificate)
      will
      be made out of the Available Distribution Amount, to the extent and subject
      to
      the limitations set forth in the Trust Agreement, on the 25th day of each month,
      or if such day is not a Business Day, the next succeeding Business Day,
      beginning in June 2007 (each, a “Distribution
      Date”),
      commencing on the first Distribution Date specified above, to the Person in
      whose name this Certificate is registered at the close of business on the last
      Business Day of the Interest Accrual Period related to such Distribution Date
      (the “Record
      Date”).
      Distributions on this Certificate will generally be made from collections on
      the
      related Mortgage Loans as provided in the Trust Agreement. All sums
      distributable on this Certificate are payable in the coin or currency of the
      United States of America as at the time of payment is legal tender for the
      payment of public and private debts.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Distributions
      on this Certificate will be paid in accordance with the terms of the Trust
      Agreement and the Sale and Servicing Agreements. Distributions allocated to
      this
      Certificate on any Distribution Date will be an amount equal to this
      Certificate’s Percentage Interest of the Available Distribution Amount to be
      distributed on this Class of Certificates as of such Distribution Date,
      with a final distribution to be made upon retirement of this Certificate as
      set
      forth in the Trust Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates, Series 2007-AR2 (herein called the
“Certificates”),
      and
      representing a Percentage Interest in the Class of Certificates specified on
      the
      face hereof equal to the quotient, expressed as a percentage, obtained by
      dividing the denomination of this Certificate specified on the face hereof
      by
      the aggregate Certificate Principal Balance of all the Class [ ]A[ ]
      Certificates. The Certificates are issued in multiple Classes designated as
      specifically set forth in the Trust Agreement. The Certificates will evidence
      in
      the aggregate 100% of the beneficial ownership of the Trust.

     

    Realized
      Losses and interest shortfalls on the Mortgage Loans shall be allocated among
      the Classes of Certificates on the applicable Distribution Date in the manner
      set forth in the Trust Agreement. To the extent provided in the Trust Agreement,
      with respect to Realized Losses and interest shortfalls, the Subordinate
      Certificates will be subordinated to the Senior Certificates and each of the
      Subordinate Certificates will be subordinated to each of the other Subordinate
      Certificates with a lower numerical class designation, if any. All Realized
      Losses and interest shortfalls on the Mortgage Loans allocated to any
      Class of Certificates will be allocated pro
      rata
      among
      the outstanding Certificates of such Class, as described in the Trust
      Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      in
      the Trust Agreement. As provided in the Trust Agreement, withdrawals from the
      Collection Accounts, the Certificate Account and related accounts shall be
      made
      from time to time for purposes other than distributions to Holders, such
      purposes including reimbursement of Advances made, or certain expenses incurred,
      with respect to the Mortgage Loans and administration of the Trust.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    The
      Trust
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Securities Administrator, the Trustee, the Master Servicer, the DB Custodian
      and
      the WFB Custodian and the rights of the Certificateholders under the Trust
      Agreement at any time by the Depositor, the Master Servicer, the Securities
      Administrator and the Trustee with the consent of the Certificateholders
      entitled to at least 51% of the Voting Rights. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Certificateholder
      and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange herefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Trust Agreement
      also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Certificateholders.

     

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

     

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

     

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

     

    The
      obligations created by the Trust Agreement will terminate upon payment to the
      applicable Certificateholders of all applicable amounts held in the Collection
      Account, the Certificate Account and the REMIC II Distribution Account required
      to be paid to such 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 or the
      disposition of all property acquired upon foreclosure of any such Mortgage
      Loan
      and (ii) the repurchase of all of the assets of the Trust by Avelo or the Master
      Servicer upon the date on which the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans is equal to or less than 10% of the aggregate Scheduled Principal
      Balance of such Mortgage Loans as of the Cut-Off Date. Written notice of any
      such termination shall be given to each applicable Certificateholder, and the
      final distribution shall be made only upon surrender and cancellation of such
      Certificates at an office or agency appointed by the Trustee which will be
      specified in the notice of termination.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Any
      such
      repurchase of Mortgage Loans and property acquired in respect of the Mortgage
      Loans shall be made at the Termination Price.

     

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

     

    THIS
      CERTIFICATE AND THE TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
      BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

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

     

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

     

    In
      the
      event that the terms of this Certificate conflict with the terms of the Trust
      Agreement, the terms of the Trust Agreement shall control.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

    
      	
              Dated:

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 
	 	 
	 	
              By:
                ___________________________

              AUTHORIZED
                OFFICER

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            
	 	 
	 	 
	 	
              By:
                ___________________________

              AUTHORIZED
                OFFICER

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    ABBREVIATIONS

     

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

    


    
      	
              TEN
                COM—as tenants in common

              TEN
                ENT—as tenants by the entireties

            	 	
              UNIF
                GIFT MIN ACT— ____Custodian__________

                                                         
                (Cust)                    
                (Minor)

            
	 	 	 
	
              JT
                TEN—as joint tenants with rights of survivorship and not as Tenants in
                Common

            	 	
              Under
                Uniform Gifts to Minors Act______________

                                                                                    
                (State)

            


    

     

     

    Additional
      abbreviations may also be used

    though
      not in the above list.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    FORM
      OF TRANSFER

     

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

    ______________________________________________________________________________________

     

    PLEASE
      INSERT SOCIAL SECURITY OR

    OTHER
      IDENTIFYING NUMBER OF

    ASSIGNEE
      __________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    (Please
      print or typewrite name and address of assignee)

     

    the
      within Certificate and does hereby irrevocably constitute and, appoint
      ___________________________________________

     

    (Attorney)
      to transfer the said Certificate in the Certificate Register of the within-named
      Trust,

     

    with
      full
      power of substitution in the premises.

    


    
      	
              Dated: ______________________

            	 	
              __________________________________

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

            
	 	 	 
	
              __________________________________

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

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      B[1][2][3] CERTIFICATE

     

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

     

    THIS
      CLASS B[1][2][3] CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
      AND
      IN THE TRUST AGREEMENT REFERENCED HEREIN.

     

    THIS
      CLASS B[1][2][3] CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
      INCOME TAX PURPOSES.

     

    THE
      PRINCIPAL OF THIS CLASS B[1][2][3] CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
      TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY,
      THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT
      SET
      FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
      CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2


    CLASS
      B[1][2][3] CERTIFICATE

     

    
      	
              INITIAL
                CERTIFICATE RATE 

              PER
                ANNUM: [ ]%2 

            	
              APPROXIMATE
                AGGREGATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B[1][2][3]
                CERTIFICATES AS OF THE CLOSING DATE: $[ ]

            
	 	 
	 	
              APPROXIMATE
                INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CLASS B[1][2][3] CERTIFICATE
                AS OF THE CLOSING DATE: $[ ]

            
	 	 
	
              PERCENTAGE
                INTEREST: [ ]%

            	 
	 	 
	
              MINIMUM
                DENOMINATION: [ ]

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

            
	 	 
	
              DATE
                OF THE TRUST

              AGREEMENT:

              MAY
                1, 2007

            	
              APPROXIMATE
                AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE
                MORTGAGE LOANS HELD BY THE TRUST: $[ ]

            
	 	 
	
              CLOSING
                DATE:

              MAY
                24, 2007

            	 
	 	 
	
              FIRST
                DISTRIBUTION DATE:

              JUNE
                25, 2007

            	 
	 	 
	
              FINAL
                SCHEDULED

              DISTRIBUTION
                DATE:

              [
                ]

            	
              TRUSTEE:
                DEUTSCHE BANK NATIONAL TRUST COMPANY 

              SECURITIES
                ADMINISTRATOR: WELLS FARGO BANK, N.A.

            
	 	 
	
              NO.
                [ ]

            	
              CUSIP
                NUMBER: [ ]

              ISIN
                NUMBER: [ ]

            


    

    _________________

    
      1 For
        each
        Distribution Date, the Certificate Rate for the Class B[1][2][3]
        Certificates will equal a variable rate determined in accordance with the
        Trust
        Agreement.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      B[1][2][3] CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust consisting of the entire beneficial
      ownership of a pool of certain interest only and conventional, hybrid,
      adjustable-rate, fully amortizing and ballon, first lien, one- to four-family
      residential Mortgage Loans formed and sold by

     

    GS
      MORTGAGE SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR INTEREST IN, AND IS NOT
      GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE MASTER SERVICER,
      THE SECURITIES ADMINISTRATOR, THE TRUSTEE, THE WFB CUSTODIAN, THE DB CUSTODIAN
      OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
      LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    THIS
      CERTIFIES THAT:

     

    [
      ]

     

    is
      the
      registered owner of the Percentage Interest evidenced by this Certificate in
      the
      Class B[1][2][3] Certificates (the “Class
      B[1][2][3] Certificates”)
      issued
      by the trust (the “Trust”)
      created pursuant to a Master Servicing and Trust Agreement dated as specified
      above (the “Trust
      Agreement”)
      among
      GS Mortgage Securities Corp., as depositor (hereinafter the “Depositor,”
which
      term includes any successor entity under the Trust Agreement), Deutsche Bank
      National Trust Company, as trustee (the “Trustee”)
      and as
      a custodian (the “DB
      Custodian”)
      and
      Wells Fargo Bank, N.A., as securities administrator, master servicer and a
      custodian (in such capacities, respectively, the “Securities
      Administrator,”
      “Master
      Servicer”
and
      “WFB
      Custodian”),
      a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      The Trust consists primarily of a pool of Mortgage Loans. This Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Trust
      Agreement and also is subject to certain terms and conditions set forth in
      the
      Sale and Servicing Agreements, to which Sale and Servicing Agreements the Holder
      of this Certificate, by virtue of the acceptance hereof assents and by which
      such Certificateholder is bound.

     

    Distributions
      on this Certificate (including the final distribution on this Certificate)
      will
      be made out of the Available Distribution Amount, to the extent and subject
      to
      the limitations set forth in the Trust Agreement, on the 25th day of each month,
      or if such day is not a Business Day, the next succeeding Business Day,
      beginning in June 2007 (each, a “Distribution
      Date”),
      commencing on the first Distribution Date specified above, to the Person in
      whose name this Certificate is registered at the close of business on the last
      Business Day of the Interest Accrual Period related to such Distribution Date
      (the “Record
      Date”).
      Distributions on this Certificate will generally be made from collections on
      the
      related Mortgage Loans as provided in the Trust Agreement. All sums
      distributable on this Certificate are payable in the coin or currency of the
      United States of America as at the time of payment is legal tender for the
      payment of public and private debts.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Distributions
      on this Certificate will be paid in accordance with the terms of the Trust
      Agreement and the Sale and Servicing Agreements. Distributions allocated to
      this
      Certificate on any Distribution Date will be an amount equal to this
      Certificate’s Percentage Interest of the Available Distribution Amount to be
      distributed on this Class of Certificates as of such Distribution Date, with
      a
      final distribution to be made upon retirement of this Certificate as set forth
      in the Trust Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates, Series 2007-AR2 (herein called the
“Certificates”),
      and
      representing a Percentage Interest in the Class of Certificates specified on
      the
      face hereof equal to the quotient, expressed as a percentage, obtained by
      dividing the denomination of this Certificate specified on the face hereof
      by
      the aggregate Certificate Principal Balance of all the Class B[1][2][3]
      Certificates. The Certificates are issued in multiple Classes designated as
      specifically set forth in the Trust Agreement. The Certificates will evidence
      in
      the aggregate 100% of the beneficial ownership of the Trust.

     

    Realized
      Losses and interest shortfalls on the Mortgage Loans shall be allocated among
      the Classes of Certificates on the applicable Distribution Date in the manner
      set forth in the Trust Agreement. To the extent provided in the Trust Agreement,
      with respect to Realized Losses and interest shortfalls, the Subordinate
      Certificates will be subordinated to the Senior Certificates and each of the
      Subordinate Certificates will be subordinated to each of the other Subordinate
      Certificates with a lower numerical class designation, if any. All Realized
      Losses and interest shortfalls on the Mortgage Loans allocated to any
      Class of Certificates will be allocated pro
      rata
      among
      the outstanding Certificates of such Class, as described in the Trust
      Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      in
      the Trust Agreement. As provided in the Trust Agreement, withdrawals from the
      Collection Accounts, the Certificate Account and related accounts shall be
      made
      from time to time for purposes other than distributions to Holders, such
      purposes including reimbursement of Advances made, or certain expenses incurred,
      with respect to the Mortgage Loans and administration of the Trust.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    The
      Trust
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Securities Administrator, the Trustee, the Master Servicer, the DB Custodian
      and
      the WFB Custodian and the rights of the Certificateholders under the Trust
      Agreement at any time by the Depositor, the Master Servicer, the Securities
      Administrator and the Trustee with the consent of the Certificateholders
      entitled to at least 51% of the Voting Rights. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Certificateholder
      and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange herefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Trust Agreement
      also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Certificateholders.

     

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

     

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

     

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

     

    The
      obligations created by the Trust Agreement will terminate upon payment to the
      applicable Certificateholders of all applicable amounts held in the Collection
      Account, the Certificate Account and the REMIC II Distribution Account required
      to be paid to such 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 or the
      disposition of all property acquired upon foreclosure of any such Mortgage
      Loan
      and (ii) the repurchase of all of the assets of the Trust by Avelo or the Master
      Servicer upon the date on which the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans is equal to or less than 10% of the aggregate Scheduled Principal
      Balance of such Mortgage Loans as of the Cut-Off Date. Written notice of any
      such termination shall be given to each applicable Certificateholder, and the
      final distribution shall be made only upon surrender and cancellation of such
      Certificates at an office or agency appointed by the Trustee which will be
      specified in the notice of termination.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Any
      such
      repurchase of Mortgage Loans and property acquired in respect of the Mortgage
      Loans shall be made at the Termination Price.

     

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

     

    THIS
      CERTIFICATE AND THE TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
      BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

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

     

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

     

    In
      the
      event that the terms of this Certificate conflict with the terms of the Trust
      Agreement, the terms of the Trust Agreement shall control.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

    
      	
              Dated:

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 
	 	 
	 	
              By:
                ____________________________

              AUTHORIZED
                OFFICER

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            
	 	 
	 	 
	 	
              By:
                ____________________________

              
                AUTHORIZED
                  SIGNATORY

              

            
	 	
            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM—as tenants in common

              TEN
                ENT—as tenants by the entireties

            	 	
              UNIF
                GIFT MIN ACT— ____Custodian__________

                                                        
                (Cust)                     
                (Minor)

            
	 	 	 
	
              JT
                TEN—as joint tenants with rights of survivorship and not as Tenants in
                Common

            	 	
              Under
                Uniform Gifts to Minors Act_____________

                                                                                  
                 (State)

            


    

     

    Additional
      abbreviations may also be used

    though
      not in the above list.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF TRANSFER

     

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

    ______________________________________________________________________________________

     

    PLEASE
      INSERT SOCIAL SECURITY OR

    OTHER
      IDENTIFYING NUMBER OF

    ASSIGNEE
      __________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    (Please
      print or typewrite name and address of assignee)

     

    the
      within Certificate and does hereby irrevocably constitute and, appoint
      ___________________________________________

     

    (Attorney)
      to transfer the said Certificate in the Certificate Register of the within-named
      Trust,

     

    with
      full
      power of substitution in the premises.

    


    
      	
              Dated: ______________________

            	 	
              __________________________________

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

            
	 	 	 
	
              __________________________________

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

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      B[4][5][6] CERTIFICATE

     

    THE
      CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR
      QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE
      SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE
      TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH CERTIFICATE
      REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
      RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
      ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
      REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE
      SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE
      JURISDICTION.

     

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

     

    THIS
      CLASS B[4][5][6] CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
      AND
      IN THE TRUST AGREEMENT REFERENCED HEREIN.

     

    THIS
      CLASS B[4][5][6] CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
      INCOME TAX PURPOSES.

     

    THE
      PRINCIPAL OF THIS CLASS B[4][5][6] CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
      TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY,
      THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT
      SET
      FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
      CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    TO
      THE
      EFFECT THAT SUCH TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
      REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A
      PERSON ACTING ON BEHALF OF, OR USING THE ASSETS OF, ANY SUCH PLAN OR (2) IF
      THE
      CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, IS AN
      INSURANCE COMPANY PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN
“INSURANCE COMPANY GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN SECTION V(E) OF
      THE PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”)) AND THE
      PURCHASE AND HOLDING OF SUCH CERTIFICATE ARE COVERED UNDER SECTIONS I AND III
      OF
      PTCE 95-60; OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND THE
      SECURITIES ADMINISTRATOR, UPON WHICH THE TRUSTEE, THE SECURITIES ADMINISTRATOR,
      THE MASTER SERVICER AND THE DEPOSITOR SHALL BE ENTITLED TO RELY TO THE EFFECT
      THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE
      WILL NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406
      OF
      ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION
      IN ADDITION TO THOSE UNDERTAKEN BY SUCH PARTIES IN THE TRUST AGREEMENT, WHICH
      OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND OR ANY OF THE
      ABOVE
      PARTIES. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE
      A
      REPRESENTATION AS REQUIRED IN THE TRUST AGREEMENT.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2


    CLASS
      B[4][5][6] CERTIFICATE

     

    
      	
              INITIAL
                CERTIFICATE RATE 

              PER
                ANNUM: [ ]%1 

            	
              APPROXIMATE
                AGGREGATE INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B[4][5][6]
                CERTIFICATES AS OF THE CLOSING DATE: $[ ]

            
	 	 
	 	
              APROXIMATE
                INITIAL CERTIFICATE PRINCIPAL BALANCE OF THIS CLASS B[4][5][6] CERTIFICATE
                AS OF THE CLOSING DATE: $[ ]

            
	
              PERCENTAGE
                INTEREST: [ ]%

            	 
	 	 
	
              MINIMUM
                DENOMINATION: [ ]

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

            
	 	 
	
              DATE
                OF THE TRUST

              AGREEMENT:

              MAY
                1, 2007

            	
              APPROXIMATE
                AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE
                MORTGAGE LOANS HELD BY THE TRUST: $[ ]

            
	 	 
	
              CLOSING
                DATE:

              MAY
                24, 2007

            	 
	 	 
	
              FIRST
                DISTRIBUTION DATE:

              JUNE
                25, 2007

            	 
	 	 
	
              FINAL
                SCHEDULED

              DISTRIBUTION
                DATE:

              [
                ]

            	
              TRUSTEE:
                DEUTSCHE BANK NATIONAL TRUST COMPANY

              SECURITIES
                ADMINISTRATOR: WELLS FARGO BANK, N.A.

            
	 	 
	
              NO.
                [ ]

            	
              CUSIP
                NUMBER: [ ]

              ISIN
                NUMBER: [
                ]

            


    

    _______________

    
      1 For
        each
        Distribution Date, the Certificate Rate for the Class B[4][5][6]
        Certificates
        will equal a variable rate determined in accordance with the Trust
        Agreement.

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      B[4][5][6] CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust consisting of the entire beneficial
      ownership of a pool of certain interest only and conventional, hybrid,
      adjustable-rate, fully amortizing and ballon, first lien, one- to four-family
      residential Mortgage Loans formed and sold by

     

    GS
      MORTGAGE SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR INTEREST IN, AND IS NOT
      GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE MASTER SERVICER,
      THE SECURITIES ADMINISTRATOR, THE TRUSTEE, THE WFB CUSTODIAN, THE DB CUSTODIAN
      OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
      LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    THIS
      CERTIFIES THAT:

     

    [
      ]

     

    is
      the
      registered owner of the Percentage Interest evidenced by this Certificate in
      the
      Class B[4][5][6] Certificates (the “Class
      B[4][5][6] Certificates”)
      issued
      by the trust (the “Trust”)
      created pursuant to a Master Servicing and Trust Agreement dated as specified
      above (the “Trust
      Agreement”)
      among
      GS Mortgage Securities Corp., as depositor (hereinafter the “Depositor,”
which
      term includes any successor entity under the Trust Agreement), Deutsche Bank
      National Trust Company, as trustee (the “Trustee”)
      and as
      a custodian (the “DB
      Custodian”)
      and
      Wells Fargo Bank, N.A., as securities administrator, master servicer and a
      custodian (in such capacities, respectively, the “Securities
      Administrator,”
      “Master
      Servicer”
and
      “WFB
      Custodian”),
      a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      The Trust consists primarily of a pool of Mortgage Loans. This Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Trust
      Agreement and also is subject to certain terms and conditions set forth in
      the
      Sale and Servicing Agreements, to which Sale and Servicing Agreements the Holder
      of this Certificate, by virtue of the acceptance hereof assents and by which
      such Certificateholder is bound.

     

    Distributions
      on this Certificate (including the final distribution on this Certificate)
      will
      be made out of the related Available Distribution Amount, to the extent and
      subject to the limitations set forth in the Trust Agreement, on the 25th day
      of
      each month, or if such day is not a Business Day, the next succeeding Business
      Day, beginning in June 2007 (each, a “Distribution
      Date”),
      commencing on the first Distribution Date specified above, to the Person in
      whose name this Certificate is registered at the close of business on the last
      Business Day of the Interest Accrual Period related to such Distribution Date
      (the “Record
      Date”).
      Distributions on this Certificate will generally be made from collections on
      the
      related Mortgage Loans as provided in the Trust Agreement. All sums
      distributable on this Certificate are payable in the coin or currency of the
      United States of America as at the time of payment is legal tender for the
      payment of public and private debts.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Distributions
      on this Certificate will be paid in accordance with the terms of the Trust
      Agreement and the Sale and Servicing Agreements. Distributions allocated to
      this
      Certificate on any Distribution Date will be an amount equal to this
      Certificate’s Percentage Interest of the related Available Distribution Amount
      to be distributed on this Class of Certificates as of such Distribution Date,
      with a final distribution to be made upon retirement of this Certificate as
      set
      forth in the Trust Agreement.

     

    By
      receipt of this Certificate, the Holder is deemed to represent that: (1) it
      (A)
      is a Qualified Institutional Buyer, (B) is aware that the sale of this
      Certificate to it is being made in reliance on Rule 144A and (C) is acquiring
      this Certificate for its own account or for the account of a Qualified
      Institutional Buyer, as the case may be and (2) it understands that this
      Certificate has not been and will not be registered under the Securities Act
      and
      may not be reoffered, resold, or otherwise transferred except (A) to person
      who
      the Holder reasonably believes is a Qualified Institutional Buyer in a
      transaction meeting the requirements of Rule 144A, and (B) in accordance with
      all applicable state securities laws.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates, Series 2007-AR2 (herein called the
“Certificates”),
      and
      representing a Percentage Interest in the Class of Certificates specified on
      the
      face hereof equal to the quotient, expressed as a percentage, obtained by
      dividing the denomination of this Certificate specified on the face hereof
      by
      the aggregate Certificate Principal Balance of all the Class B[4][5][6]
      Certificates. The Certificates are issued in multiple Classes designated as
      specifically set forth in the Trust Agreement. The Certificates will evidence
      in
      the aggregate 100% of the beneficial ownership of the Trust.

     

    Realized
      Losses and interest shortfalls on the Mortgage Loans shall be allocated among
      the Classes of Certificates on the applicable Distribution Date in the manner
      set forth in the Trust Agreement. To the extent provided in the Trust Agreement,
      with respect to Realized Losses and interest shortfalls, the Subordinate
      Certificates will be subordinated to the Senior Certificates and each of the
      Subordinate Certificates will be subordinated to each of the other Subordinate
      Certificates with a lower numerical class designation, if any. All Realized
      Losses and interest shortfalls on the Mortgage Loans allocated to any
      Class of Certificates will be allocated pro
      rata
      among
      the outstanding Certificates of such Class, as described in the Trust
      Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      in
      the Trust Agreement. As provided in the Trust Agreement, withdrawals from the
      Collection Accounts, the Certificate Account and related accounts shall be
      made
      from time to time for purposes other than distributions to Holders, such
      purposes including reimbursement of Advances made, or certain expenses incurred,
      with respect to the Mortgage Loans and administration of the Trust.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    The
      Trust
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Securities Administrator, the Trustee, the Master Servicer, the DB Custodian
      and
      the WFB Custodian and the rights of the Certificateholders under the Trust
      Agreement at any time by the Depositor, the Master Servicer, the Securities
      Administrator and the Trustee with the consent of the Certificateholders
      entitled to at least 51% of the Voting Rights. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Certificateholder
      and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange herefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Trust Agreement
      also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Certificateholders.

     

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

     

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

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    The
      obligations created by the Trust Agreement will terminate upon payment to the
      applicable Certificateholders of all applicable amounts held in the Collection
      Account, the Certificate Account and the REMIC II Distribution Account required
      to be paid to such 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 or the
      disposition of all property acquired upon foreclosure of any such Mortgage
      Loan
      and (ii) the repurchase of all of the assets of the Trust by Avelo or the Master
      Servicer upon the date on which the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans is equal to or less than 10% of the aggregate Scheduled Principal
      Balance of such Mortgage Loans as of the Cut-Off Date. Written notice of any
      such termination shall be given to each applicable Certificateholder, and the
      final distribution shall be made only upon surrender and cancellation of such
      Certificates at an office or agency appointed by the Trustee which will be
      specified in the notice of termination.

     

    Any
      such
      repurchase of Mortgage Loans and property acquired in respect of the Mortgage
      Loans shall be made at the Termination Price.

     

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

     

    No
      transfer of a Certificate of this Class shall be made unless the Trustee and
      the
      Securities Administrator shall have received either (i) a representation letter
      from the transferee of such Certificate, acceptable to and in form and substance
      satisfactory to the Trsutee and Securities Administrator, to the effect that
      such transferee is not an employee benefit plan subject to Section 406 of ERISA
      or Section 4975 of the Code or any materially similar provisions of applicable
      federal, state or local law (“Similar Law”) or a person acting on behalf of or
      investing plan assets of any such plan, which representation letter shall not
      be
      an expense of the Trustee or the Securities Administrator, or (ii) if the
      transferee is an insurance company and the certificate has been the subject
      of
      an ERISA-Qualifying Underwriting, a representation letter that it is purchasing
      such Certificates with the assets of its general account and that the purchase
      and holding of such Certificates satisfy the requirements for exemptive relief
      under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments) or a plan subject to Similar
      Law, or a trustee of any such plan or any other person acting on behalf of
      any
      such plan or arrangement or using such plan’s or arrangement’s assets, an
      Opinion of Counsel satisfactory to the Trustee and the Securities Administrator,
      upon which the Trustee, the Securities Administrator, the Master Servicer and
      the Depositor shall be entitled to rely, which Opinion of Counsel shall not
      be
      an expense of the Trust or any of the above parties, to the effect that the
      purchase and holding of such Certificate will not constitute or result in a
      non-exempt prohibited transaction within the meaning of ERISA, Section 4975
      of
      the Code or any Similar Law and will not subject the Trustee, the Depositor,
      the
      Master Servicer or the Securities Administrator to any obligation in addition
      to
      those expressly undertaken in this Agreement or to any liability. If this
      Certificate is a book-entry certificate, the transferee will be deemed to have
      made a representation as provided in this paragraph, as
      applicable.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    THIS
      CERTIFICATE AND THE TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
      BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

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

     

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

     

    In
      the
      event that the terms of this Certificate conflict with the terms of the Trust
      Agreement, the terms of the Trust Agreement shall control.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

    
      	
              Dated:

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 
	 	 
	 	
              By:
                ____________________________

              AUTHORIZED
                OFFICER

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            
	 	 
	 	 
	 	
              By:
                _____________________________

              AUTHORIZED
                SIGNATORY

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM—as tenants in common

              TEN
                ENT—as tenants by the entireties

            	
              UNIF
                GIFT MIN ACT— ____Custodian__________

                                                         (Cust)                    
                (Minor)

            
	 	 
	
              JT
                TEN—as joint tenants with rights of survivorship and not as Tenants in
                Common

            	
              Under
                Uniform Gifts to Minors Act______________

                                                                                    
                (State)

            


    

     

    Additional
      abbreviations may also be used

    though
      not in the above list.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF TRANSFER

     

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

    ______________________________________________________________________________________

     

    PLEASE
      INSERT SOCIAL SECURITY OR

    OTHER
      IDENTIFYING NUMBER OF

    ASSIGNEE
      __________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    (Please
      print or typewrite name and address of assignee)

     

    the
      within Certificate and does hereby irrevocably constitute and, appoint
      ___________________________________________

     

    (Attorney)
      to transfer the said Certificate in the Certificate Register of the within-named
      Trust,

     

    with
      full
      power of substitution in the premises.

    


    
      	
              Dated: ______________________

            	 	
              __________________________________

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

            
	 	 	 
	
              __________________________________

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

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

     

    



     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CLASS
      B[4][5][6] CERTIFICATE

     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      B[4][5][6] CERTIFICATE (REGULATION S SECURITY)

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
      TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED
      STATES (AS DEFINED IN RULES 901 THROUGH 905 OF THE SECURITIES ACT (“REGULATION
      S”)) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN
      REGULATION S), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION
      IS
      EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

     

    THE
      HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE
      REPRESENTED AND WARRANTED THAT (A) UNTIL THE EXPIRATION OF THE APPLICABLE
“DISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF REGULATION S, ANY OFFER,
      SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE SHALL NOT BE MADE IN THE
      UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON (EACH
      AS
      DEFINED IN REGULATION S) AND (B) IF THIS CERTIFICATE IS HELD WITHIN THE UNITED
      STATES OR SUCH HOLDER IS A U.S. PERSON OR THIS CERTIFICATES IS HELD FOR THE
      ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN REGULATION S) SUCH
      CERTIFICATE WAS ACQUIRED ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH
      HAS
      BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (2) BY SUCH HOLDER AS A
      “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
      THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
      IN
      RELIANCE ON RULE 144A.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    THIS
      CLASS B[4][5][6] CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN
      AND
      IN THE TRUST AGREEMENT REFERENCED HEREIN.

     

    THIS
      CLASS B[4][5][6] CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL
      INCOME TAX PURPOSES.

     

    THE
      PRINCIPAL OF THIS CLASS B[4][5][6] CERTIFICATE IS SUBJECT TO PREPAYMENT FROM
      TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY,
      THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT
      SET
      FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
      CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
      SUCH
      TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING
      ON BEHALF OF, OR USING THE ASSETS OF, ANY SUCH PLAN OR (2) IF THE CERTIFICATE
      HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, IS AN INSURANCE COMPANY
      PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY
      GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN SECTION V(E) OF THE PROHIBITED
      TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING
      OF SUCH CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR
      (B)
      AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND THE SECURITIES
      ADMINISTRATOR, UPON WHICH THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER
      SERVICER AND THE DEPOSITOR SHALL BE ENTITLED TO RELY TO THE EFFECT THAT THE
      PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL
      NOT
      RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF ERISA
      OR
      SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE SECURITIES
      ADMINISTRATOR, THE MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION IN
      ADDITION TO THOSE UNDERTAKEN BY SUCH PARTIES IN THE TRUST AGREEMENT, WHICH
      OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND OR ANY OF THE
      ABOVE
      PARTIES. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE
      A
      REPRESENTATION AS REQUIRED IN THE TRUST AGREEMENT.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      B[4][5][6] CERTIFICATE

     

    
      	
              INITIAL
                CERTIFICATE RATE 

              PER
                ANNUM: [ ]%3  

            	
              AGGREGATE
                INITIAL CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B[4][5][6] CERTIFICATES
                AS OF THE CLOSING DATE: $[ ]

            
	 	 
	 	
              INITIAL
                CERTIFICATE PRINCIPAL BALANCE OF THIS CLASS B[4][5][6] CERTIFICATE
                AS OF
                THE CLOSING DATE: $[ ]

            
	
              PERCENTAGE
                INTEREST: [ ]%

            	 
	 	 
	
              MINIMUM
                DENOMINATION: [ ]

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

            
	 	 
	
              DATE
                OF THE TRUST

              AGREEMENT:

              May
                1, 2007

            	
              APPROXIMATE
                AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE
                MORTGAGE LOANS HELD BY THE TRUST: $[ ]

            
	 	 
	
              CLOSING
                DATE:

              MAY
                24, 2007

            	 
	 	 
	
              FIRST
                DISTRIBUTION DATE:

              JUNE
                25, 2007

            	 
	 	 
	
              FINAL
                SCHEDULED

              DISTRIBUTION
                DATE:

              [
                ]

            	
              TRUSTEE:
                DEUTSCHE BANK NATIONAL TRUST COMPANY

              SECURITIES
                ADMINISTRATOR: WELLS FARGO BANK, N.A.

            
	 	 
	
              NO.
                [ ]

            	
              CUSIP
                NUMBER: [ ]

              ISIN
                NUMBER: [ ]

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      B[4][5][6] CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust consisting of the entire beneficial
      ownership of a pool of certain payment-option or hybrid payment option,
      adjustable-rate, first lien, one- to four-family residential Mortgage Loans
      with
      a negative amortization feature, formed and sold by

     

    GS
      MORTGAGE SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR INTEREST IN, AND IS NOT
      GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE MASTER SERVICER,
      THE SECURITIES ADMINISTRATOR, THE TRUSTEE, THE WFB CUSTODIAN, THE USB CUSTODIAN,
      THE DB CUSTODIAN OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
      UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF
      THE
      UNITED STATES.

     

    THIS
      CERTIFIES THAT:

     

    [
      ]

     

    is
      the
      registered owner of the Percentage Interest evidenced by this Certificate in
      the
      Class B[4][5][6] Certificates (the “Class
      B[4][5][6] Certificates”)
      issued
      by the trust (the “Trust”)
      created pursuant to a Master Servicing and Trust Agreement dated as specified
      above (the “Trust
      Agreement”)
      among
      GS Mortgage Securities Corp., as depositor (hereinafter the “Depositor,”
which
      term includes any successor entity under the Trust Agreement), Deutsche Bank
      National Trust Company, as trustee (the “Trustee”)
      and as
      a custodian (the “DB
      Custodian”)
      and
      Wells Fargo Bank, N.A., as securities administrator, master servicer and a
      custodian (in such capacities, respectively, the “Securities
      Administrator,”
      “Master
      Servicer”
and
      “WFB
      Custodian”),
      a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      The Trust consists primarily of a pool of Mortgage Loans. This Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Trust
      Agreement and also is subject to certain terms and conditions set forth in
      the
      Sale and Servicing Agreements, to which Sale and Servicing Agreements the Holder
      of this Certificate, by virtue of the acceptance hereof assents and by which
      such Certificateholder is bound.

     

    Distributions
      on this Certificate (including the final distribution on this Certificate)
      will
      be made out of the Available Distribution Amount, to the extent and subject
      to
      the limitations set forth in the Trust Agreement, on the 25th day of each month,
      or if such day is not a Business Day, the next succeeding Business Day,
      beginning in June 2007 (each, a “Distribution
      Date”),
      commencing on the first Distribution Date specified above, to the Person in
      whose name this Certificate is registered at the close of business on the last
      Business Day of the Interest Accrual Period related to such Distribution Date
      (the “Record
      Date”).
      Distributions on this Certificate will generally be made from collections on
      the
      related Mortgage Loans as provided in the Trust Agreement. All sums
      distributable on this Certificate are payable in the coin or currency of the
      United States of America as at the time of payment is legal tender for the
      payment of public and private debts.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Distributions
      on this Certificate will be paid in accordance with the terms of the Trust
      Agreement and the Sale and Servicing Agreements. Distributions allocated to
      this
      Certificate on any Distribution Date will be an amount equal to this
      Certificate’s Percentage Interest of the Available Distribution Amount to be
      distributed on this Class of Certificates as of such Distribution Date,
      with a final distribution to be made upon retirement of this Certificate as
      set
      forth in the Trust Agreement.

     

    The
      Holder of this certificate by its acceptance hereof is deemed to have
      represented and warranted that (a) until the expiration of the applicable
“Distribution Compliance Period” within the meaning of Regulation S, any offer,
      sale, pledge or other transfer of this certificate shall not be made in the
      United States or to, or for the account or benefit of, any U.S. Person or this
      certificate is held for the account or benefit of, a U.S. Person (each as
      defined in Regulation S) and (B) if this certificate is held within the United
      States or such Holder is a U.S. Person (each as defined in Regulation S) such
      certificate was acquired only (1) pursuant to a registration statement which
      has
      been declared effective under the 1933 Act or (2) by such Holder as a “Qualified
      Institutional Buyer: as defined in Rule 144A under the 1933 Act that purchases
      for its own account or for the account of a Qualified Institutional Buyer to
      whom notice is given that the transfer is being made in reliance on Rule
      144A.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates, Series 2007-AR2 (herein called the
“Certificates”),
      and
      representing a Percentage Interest in the Class of Certificates specified on
      the
      face hereof equal to the quotient, expressed as a percentage, obtained by
      dividing the denomination of this Certificate specified on the face hereof
      by
      the aggregate Certificate Principal Balance of all the Class B[4][5][6]
      Certificates. The Certificates are issued in multiple Classes designated as
      specifically set forth in the Trust Agreement. The Certificates will evidence
      in
      the aggregate 100% of the beneficial ownership of the Trust.

     

    Realized
      Losses and interest shortfalls on the Mortgage Loans shall be allocated among
      the Classes of Certificates on the applicable Distribution Date in the manner
      set forth in the Trust Agreement. To the extent provided in the Trust Agreement,
      with respect to Realized Losses and interest shortfalls, the Subordinate
      Certificates will be subordinated to the Senior Certificates and each of the
      Subordinate Certificates will be subordinated to each of the other Subordinate
      Certificates with a lower numerical class designation, if any. All Realized
      Losses and interest shortfalls on the Mortgage Loans allocated to any
      Class of Certificates will be allocated pro
      rata
      among
      the outstanding Certificates of such Class, as described in the Trust
      Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      in
      the Trust Agreement. As provided in the Trust Agreement, withdrawals from the
      Collection Accounts, the Certificate Account and related accounts shall be
      made
      from time to time for purposes other than distributions to Holders, such
      purposes including reimbursement of Advances made, or certain expenses incurred,
      with respect to the Mortgage Loans and administration of the
      Trust.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Securities Administrator in writing at least five (5) Business
      Days
      prior to the related Record Date and such Certificateholder shall satisfy the
      conditions to receive such form of payment set forth in the Agreement, or,
      if
      not, by check mailed by first class mail to the address of such
      Certificateholder appearing in the Certificate Register. The final distribution
      on each Certificate will be made in like manner, but only upon presentment
      and
      surrender of such Certificate at the office designated by the Securities
      Administrator for such purposes or such other location specified in the notice
      to Certificateholders of such final distribution.

     

    The
      Trust
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Securities Administrator, the Trustee, the Master Servicer, and the Custodian
      and the rights of the Certificateholders under the Trust Agreement at any time
      by the Depositor, the Master Servicer, the Securities Administrator and the
      Trustee with the consent of the Certificateholders entitled to at least 51%
      of
      the Voting Rights. Any such consent by the Holder of this Certificate shall
      be
      conclusive and binding on such Certificateholder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      exchange herefor or in lieu hereof whether or not notation of such consent
      is
      made upon this Certificate. The Trust Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the
      Certificateholders.

     

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

     

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

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    On
      any
      Distribution Date on which the aggregate Stated Principal Balance of the
      Mortgage Loans is less than or equal to 5% of the Cut-Off Date Pool Principal
      Balance, the Person specified in Section 11.01 of the Agreement will have the
      option to effectuate the purchase, in whole, from the Trust Fund all remaining
      Mortgage Loans and all property acquired in respect of the Mortgage Loans at
      a
      purchase price determined and in the manner as provided in the Agreement. The
      obligations and responsibilities created by this Agreement will terminate as
      provided in Section 11.01 of the Agreement.

     

    Any
      such
      repurchase of Mortgage Loans and property acquired in respect of the Mortgage
      Loans shall be made at the Termination Price.

     

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

     

    No
      transfer of a Certificate of this Class shall be made unless the Trustee and
      the
      Securities Administrator shall have received either (i) a representation letter
      from the transferee of such Certificate, acceptable to and in form and substance
      satisfactory to the Trsutee and Securities Administrator, to the effect that
      such transferee is not an employee benefit plan subject to Section 406 of ERISA
      or Section 4975 of the Code or any materially similar provisions of applicable
      federal, state or local law (“Similar Law”) or a person acting on behalf of or
      investing plan assets of any such plan, which representation letter shall not
      be
      an expense of the Trustee or the Securities Administrator, or (ii) if the
      transferee is an insurance company and the certificate has been the subject
      of
      an ERISA-Qualifying Underwriting, a representation letter that it is purchasing
      such Certificates with the assets of its general account and that the purchase
      and holding of such Certificates satisfy the requirements for exemptive relief
      under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments) or a plan subject to Similar
      Law, or a trustee of any such plan or any other person acting on behalf of
      any
      such plan or arrangement or using such plan’s or arrangement’s assets, an
      Opinion of Counsel satisfactory to the Trustee and the Securities Administrator,
      upon which the Trustee, the Securities Administrator, the Master Servicer and
      the Depositor shall be entitled to rely, which Opinion of Counsel shall not
      be
      an expense of the Trust or any of the above parties, to the effect that the
      purchase and holding of such Certificate will not constitute or result in a
      non-exempt prohibited transaction within the meaning of ERISA, Section 4975
      of
      the Code or any Similar Law and will not subject the Trustee, the Depositor,
      the
      Master Servicer or the Securities Administrator to any obligation in addition
      to
      those expressly undertaken in this Agreement or to any liability. If this
      Certificate is a book-entry certificate, the transferee will be deemed to have
      made a representation as provided in this paragraph, as applicable.

     

    THIS
      CERTIFICATE AND THE TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
      BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

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

     

    In
      the
      event that the terms of this Certificate conflict with the terms of the Trust
      Agreement, the terms of the Trust Agreement shall control.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

    
      	
              Dated:

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 
	 	 
	 	
              By:
                ___________________________

              AUTHORIZED
                OFFICER

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            
	 	 
	 	 
	 	
              By:
                ___________________________

              AUTHORIZED
                SIGNATORY

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM—as tenants in common

              TEN
                ENT—as tenants by the entireties

            	 	
              UNIF
                GIFT MIN ACT— ____Custodian__________

                                                         (Cust)                       (Minor)

            
	 	 	 
	
              JT
                TEN—as joint tenants with rights of survivorship and not as Tenants in
                Common

            	 	
              Under
                Uniform Gifts to Minors Act______________

                                                                                     
                (State)

            


    

     

    Additional
      abbreviations may also be used

    though
      not in the above list.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

      FORM
        OF TRANSFER

       

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

      ______________________________________________________________________________________

       

      PLEASE
        INSERT SOCIAL SECURITY OR

      OTHER
        IDENTIFYING NUMBER OF

      ASSIGNEE
        __________________________________________________________________________________________

       

      ___________________________________________________________________________________________________

       

      (Please
        print or typewrite name and address of assignee)

       

      the
        within Certificate and does hereby irrevocably constitute and, appoint
        ___________________________________________

       

      (Attorney)
        to transfer the said Certificate in the Certificate Register of the within-named
        Trust,

       

      with
        full
        power of substitution in the premises.

    

    


    
      	
              Dated: ______________________

            	 	
              __________________________________

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

            
	 	 	 
	
              __________________________________

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

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

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

     

    


     

    


    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      R CERTIFICATE

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE CERTIFICATE REGISTRAR A
      RESIDUAL TRANSFEREE AFFIDAVIT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS,
      AND AN AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, ALL AS DESCRIBED IN THE TRUST
      AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF A CLASS R CERTIFICATE SHALL BE
      PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH GENERALLY INCLUDES
      ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME TAXATION (INCLUDING THE
      TAX
      ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME DERIVED FROM THIS CLASS R
      CERTIFICATE. NOTWITHSTANDING THE FULFILLMENT OF THE PREREQUISITES DESCRIBED
      ABOVE, THE CERTIFICATE REGISTRAR MAY REFUSE TO RECOGNIZE A TRANSFER TO THE
      EXTENT NECESSARY TO AVOID A RISK OF (1) DISQUALIFICATION OF ANY RELATED REMIC
      AS
      A REMIC OR (2) THE IMPOSITION OF A TAX UPON ANY SUCH REMIC. NO TRANSFER OF
      LESS
      THAN AN ENTIRE INTEREST IN A CLASS R CERTIFICATE MAY BE MADE UNLESS (1) THE
      INTEREST TRANSFERRED IS AN UNDIVIDED INTEREST OR (2) THE TRANSFEROR OR THE
      TRANSFEREE HAS PROVIDED THE CERTIFICATE REGISTRAR WITH AN OPINION THAT THE
      TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF ANY RELATED REMIC. RESTRICTIONS
      ON TRANSFER OF THIS CERTIFICATE ARE DESCRIBED MORE FULLY
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
      SUCH
      TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING
      ON BEHALF OF, OR USING THE ASSETS OF, ANY SUCH PLAN OR (2) IF THE CERTIFICATE
      HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, IS AN INSURANCE COMPANY
      PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY
      GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN SECTION V(E) OF THE PROHIBITED
      TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING
      OF SUCH CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR
      (B)
      AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND THE SECURITIES
      ADMINISTRATOR, UPON WHICH THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER
      SERVICER AND THE DEPOSITOR SHALL BE ENTITLED TO RELY TO THE EFFECT THAT THE
      PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL
      NOT
      RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF ERISA
      OR
      SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE SECURITIES
      ADMINISTRATOR, THE MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION IN
      ADDITION TO THOSE UNDERTAKEN BY SUCH PARTIES IN THE TRUST AGREEMENT, WHICH
      OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND OR ANY OF THE
      ABOVE
      PARTIES. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE
      A
      REPRESENTATION AS REQUIRED IN THE TRUST AGREEMENT.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    THIS
      CLASS R CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN ONE OR MORE
“REMICS,” AS DESCRIBED IN THE TRUST AGREEMENT UNDER THE INTERNAL REVENUE CODE OF
      1986, AS AMENDED, FOR FEDERAL INCOME TAX PURPOSES.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      R
      CERTIFICATE

     

    
      	
              INITIAL
                CERTIFICATE RATE

              PER
                ANNUM: [ ]%1 

            	
              AGGREGATE
                INITIAL CERTIFICATE

              PRINCIPAL
                BALANCE OF THE CLASS R CERTIFICATE: $[ ]

            
	 	 
	
              PERCENTAGE
                INTEREST: [ ]% 

            	 
	 	 
	
              DATE
                OF THE TRUST

              AGREEMENT:

              MAY
                1, 2007

            	
              APPROXIMATE
                AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE
                MORTGAGE LOANS HELD BY THE TRUST: $[ ]

            
	 	 
	
              CLOSING
                DATE:

              MAY
                24, 2007

            	 
	 	 
	
              FIRST
                DISTRIBUTION DATE:

              JUNE
                25, 2007

            	 
	 	 
	
              FINAL
                SCHEDULED

              DISTRIBUTION
                DATE:

              [
                ]

            	
              TRUSTEE:
                DEUTSCHE BANK NATIONAL TRUST COMPANY 

              SECURITIES
                ADMINISTRATOR: WELLS FARGO BANK, N.A.

            
	 	 
	
              NO.
                [ ]

            	
              CUSIP
                NUMBER: [ ]

              ISIN
                NUMBER: [ ]

            


    

     

    ___________________

    
      1 For
        each
        Distribution Date, the Certificate Rate for the Class R Certificates will
        equal a variable rate determined in accordance with the Trust
        Agreement.

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP.

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      R
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust consisting of the entire beneficial
      ownership of a pool of certain interest only and conventional, hybrid,
      adjustable-rate, fully amortizing and ballon, first lien, one- to four-family
      residential Mortgage Loans formed and sold by

     

    GS
      MORTGAGE SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR INTEREST IN, AND IS NOT
      GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE MASTER SERVICER,
      THE SECURITIES ADMINISTRATOR, THE TRUSTEE, THE WFB CUSTODIAN, THE DB CUSTODIAN
      OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
      LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    THIS
      CERTIFIES THAT:

     

    [
      ]

     

    is
      the
      registered owner of the Percentage Interest evidenced by this Certificate in
      the
      Class R Certificates (the “Class
      R Certificates”)
      issued
      by the trust (the “Trust”)
      created pursuant to a Master Servicing and Trust Agreement dated as specified
      above (the “Trust
      Agreement”)
      among
      GS Mortgage Securities Corp., as depositor (hereinafter the “Depositor,”
which
      term includes any successor entity under the Trust Agreement), Deutsche Bank
      National Trust Company, as trustee (the “Trustee”)
      and as
      a custodian (the “DB
      Custodian”)
      and
      Wells Fargo Bank, N.A., as securities administrator, master servicer and a
      custodian (in such capacities, respectively, the “Securities
      Administrator,”
      “Master
      Servicer”
and
      “WFB
      Custodian”),
      a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      The Trust consists primarily of a pool of Mortgage Loans. This Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Trust
      Agreement and also is subject to certain terms and conditions set forth in
      the
      Sale and Servicing Agreements, to which Sale and Servicing Agreements the Holder
      of this Certificate, by virtue of the acceptance hereof assents and by which
      such Certificateholder is bound.

     

    Distributions
      on this Certificate (including the final distribution on this Certificate)
      will
      be made out of the Available Distribution Amount, to the extent and subject
      to
      the limitations set forth in the Trust Agreement, on the 25th day of each month,
      or if such day is not a Business Day, the next succeeding Business Day,
      beginning in June 2007 (each, a “Distribution
      Date”),
      commencing on the first Distribution Date specified above, to the Person in
      whose name this Certificate is registered at the close of business on the last
      Business Day of the Interest Accrual Period related to such Distribution Date
      (the “Record
      Date”).
      All
      sums distributable on this Certificate are payable in the coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      the
      payment of public and private debts.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Distributions
      on this Certificate will be paid in accordance with the terms of the Trust
      Agreement. Distributions allocated to this Certificate on any Distribution
      Date
      will be an amount equal to this Certificate’s Percentage Interest of the
      Available Distribution Amount to be distributed on this Class of Certificates
      as
      of such Distribution Date, with a final distribution to be made upon retirement
      of this Certificate as set forth in the Trust Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates, Series 2007-AR2 (herein called the
“Certificates”),
      and
      representing a Percentage Interest in the Class of Certificates specified on
      the
      face hereof equal to the quotient, expressed as a percentage, obtained by
      dividing the denomination of this Certificate specified on the face hereof
      by
      the aggregate Certificate Principal Balance of the Class R Certificate. The
      Certificates are issued in multiple Classes designated as specifically set
      forth
      in the Trust Agreement. This Certificate will evidence in the aggregate 99.99%
      of the balance of the Class R Certificate.

     

    Realized
      Losses and interest shortfalls on the Mortgage Loans shall be allocated among
      the Classes of Certificates on the applicable Distribution Date in the manner
      set forth in the Trust Agreement. To the extent provided in the Trust Agreement,
      with respect to Realized Losses and interest shortfalls, the Subordinate
      Certificates will be subordinated to the Senior Certificates and each of the
      Subordinate Certificates will be subordinated to each of the other Subordinate
      Certificates with a lower numerical class designation, if any. All Realized
      Losses and interest shortfalls on the Mortgage Loans allocated to any
      Class of Certificates will be allocated pro
      rata
      among
      the outstanding Certificates of such Class, as described in the Trust
      Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries in respect of the Mortgage Loans, all as more specifically set forth
      in the Trust Agreement. As provided in the Trust Agreement, withdrawals from
      the
      Collection Accounts, the Master Servicing Account, the Certificate Account
      and
      related accounts shall be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      Advances made, or certain expenses incurred, with respect to the Mortgage Loans
      and administration of the Trust.

     

    All
      distributions or allocations made with respect to each Class on any Distribution
      Date shall be allocated pro
      rata
      among
      the outstanding Certificates of such Class based on the Certificate Principal
      Balance of each such Certificate. Payment shall be made by check mailed to
      the
      address of each Certificateholder as it appears in the Certificate Register
      on
      the Record Date immediately prior to such Distribution Date. Final distribution
      on the Certificates will be made only upon surrender of the Certificates at
      the
      offices of the Certificate Registrar set forth in the notice of such final
      distribution.

     

    Elections
      will be made to treat the segregated portions of the Trust as multiple real
      estate mortgage investment conduits (each, a “REMIC”)
      under
      the Internal Revenue Code of 1986, as amended (the “Code”).
      Assuming that the election is made properly and that certain qualification
      requirements concerning the Mortgage Loans and the Certificates are met, the
      Holder of this Certificate will be treated for federal income tax purposes
      as
      the beneficial owner of the “residual interest” in one or more REMICs as
      specified in the Trust Agreement. Accordingly, the Holder of this Class R
      Certificate will be subject to tax on its pro
      rata
      share of
      the taxable income or net loss on such Holder’s “residual interest” in each such
      REMIC. The requirement that the Holder of this Class R Certificate report its
      pro
      rata
      share of
      such income or loss will continue until there are no Certificates of any Class
      outstanding.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Pursuant
      to (and subject to the limitations set forth in) the Trust Agreement, the
      Securities Administrator or one of its affiliates, as agent of each REMIC (the
      “Tax
      Matters Person”
or
      “TMP”),
      will
      provide each Holder of a Class R Certificate with information sufficient to
      enable such Certificateholder to prepare (i) its federal income tax and
      information returns and (ii) any reports required by the Code regarding the
      Certificates, except where such information is provided to each such
      Certificateholder by the Trustee pursuant to the Trust Agreement. As the holder
      of the residual interest in one or more REMICs, the Holder of a Class R
      Certificate will have continuing administrative rights and obligations generally
      similar to those of a partner with respect to its partnership. Such rights
      and
      obligations principally concern each REMIC’s federal income tax and information
      returns and the representation of each REMIC in administrative or judicial
      proceedings involving the Internal Revenue Service. The TMP, however, will
      act
      on behalf of the Holders of the Class R Certificate as each REMIC’s
      representative for such proceedings. Each REMIC’s federal tax and information
      returns will be prepared by the TMP, and signed and filed by the Trustee.
      Pursuant to the Trust Agreement, if the TMP is unable for any reason to fulfill
      its duties as TMP, then the Holder of the largest Percentage Interest of the
      Class R Certificate, without compensation, shall become the successor TMP for
      each related REMIC.

     

    By
      accepting this Certificate, the Holder of this Certificate agrees to be bound
      by
      the provisions of the Trust Agreement, and in particular, agrees that it shall
      (i) take any action required by the Code or Treasury regulations thereunder
      in
      order to create or maintain the REMIC status of any REMIC and (ii) refrain
      from
      taking any action that could endanger such status.

     

    The
      Trust
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Securities Administrator, the Trustee, the Master Servicer, the DB Custodian
      and
      the WFB Custodian and the rights of the Certificateholders under the Trust
      Agreement at any time by the Depositor, the Master Servicer, the Securities
      Administrator and the Trustee with the consent of the Certificateholders
      entitled to at least 51% of the Voting Rights. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Certificateholder
      and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange herefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Trust Agreement
      also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Certificateholders.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

    No
      transfer of any Class R Certificate shall be made unless that transfer is made
      pursuant to an effective registration statement under the Securities Act of
      1933, as amended (the ”Act”)
      and
      effective registration or qualification under applicable state certificates
      laws, or is made in a transaction that does not require such registration or
      qualification. In the event that a transfer is to be made without registration
      or qualification under the Act and applicable state certificates laws, the
      Certificate Registrar shall require that the transferee certify as to facts
      that, if true, would mean that the proposed transferee is a Qualified
      Institutional Buyer. Neither the Depositor nor the Certificate Registrar is
      obligated to register or qualify any of the Class R Certificate under the Act
      or
      any other certificates law or to take any action not otherwise required under
      the Trust Agreement to permit the transfer of such Certificates without such
      registration or qualification. Any such Certificateholder desiring to effect
      such transfer shall, and does hereby agree to, indemnify the Depositor and
      the
      Certificate Registrar against any liability that may result if the transfer
      is
      not exempt from registration under the Act and all applicable state certificates
      laws or is not made in accordance with such federal and state laws.

     

    No
      transfer of a Certificate of this Class shall be made unless the Trustee and
      the
      Securities Administrator shall have received either (i) a representation letter
      from the transferee of such Certificate, acceptable to and in form and substance
      satisfactory to the Trsutee and Securities Administrator, to the effect that
      such transferee is not an employee benefit plan subject to Section 406 of ERISA
      or Section 4975 of the Code or any materially similar provisions of applicable
      federal, state or local law (“Similar Law”) or a person acting on behalf of or
      investing plan assets of any such plan, which representation letter shall not
      be
      an expense of the Trustee or the Securities Administrator, or (ii) if the
      transferee is an insurance company and the certificate has been the subject
      of
      an ERISA-Qualifying Underwriting, a representation letter that it is purchasing
      such Certificates with the assets of its general account and that the purchase
      and holding of such Certificates satisfy the requirements for exemptive relief
      under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments) or a plan subject to Similar
      Law, or a trustee of any such plan or any other person acting on behalf of
      any
      such plan or arrangement or using such plan’s or arrangement’s assets, an
      Opinion of Counsel satisfactory to the Trustee and the Securities Administrator,
      upon which the Trustee, the Securities Administrator, the Master Servicer and
      the Depositor shall be entitled to rely, which Opinion of Counsel shall not
      be
      an expense of the Trust or any of the above parties, to the effect that the
      purchase and holding of such Certificate will not constitute or result in a
      non-exempt prohibited transaction within the meaning of ERISA, Section 4975
      of
      the Code or any Similar Law and will not subject the Trustee, the Depositor,
      the
      Master Servicer or the Securities Administrator to any obligation in addition
      to
      those expressly undertaken in this Agreement or to any liability. If this
      Certificate is a book-entry certificate, the transferee will be deemed to have
      made a representation as provided in this paragraph, as
      applicable.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    [In
      addition, the Certificate Registrar shall not register any transfer of a Class
      R
      Certificate (including any beneficial interest therein) to a Disqualified
      Organization. In addition, no Class R Certificate (or any beneficial interest
      therein) may be transferred unless the proposed transferee thereof provides
      the
      Certificate Registrar with a Residual Transferee Affidavit, which is an
      affidavit of the proposed transferee substantially in the form attached as
      Exhibit
      F
      to the
      Standard Terms, and the proposed transferor provides a certificate substantially
      in the form attached as Exhibit
      G
      to the
      Standard Terms. Notwithstanding the fulfillment of the prerequisites described
      above, the Certificate Registrar may refuse to recognize any transfer to the
      extent necessary to avoid a risk of (i) disqualification of any REMIC created
      pursuant to Section 2.03 of the Trust Agreement as a REMIC or (ii) the
      imposition of a tax upon any REMIC. Any attempted transfer in violation of
      the
      foregoing restrictions shall be null and void and shall not be recognized by
      the
      Certificate Registrar.]

     

    If
      a tax
      or a reporting cost is borne by any REMIC as a result of the transfer of a
      Class
      R Certificate (or any beneficial interest therein) in violation of the
      restrictions set forth herein and in the Trust Agreement, the Trustee shall
      pay
      such tax or reporting cost with amounts that otherwise would have been paid
      to
      the transferee of the Class R Certificate (or beneficial interest therein).
      In
      that event, neither the transferee nor the transferor shall have any right
      to
      seek repayment of such amounts from the Depositor or the Trustee, the Trust,
      any
      REMIC, or any other Holders, and none of such parties shall have any liability
      for payment of any such tax or reporting cost.

     

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

     

    The
      obligations created by the Trust Agreement will terminate upon payment to the
      applicable Certificateholders of all applicable amounts held in the Collection
      Account, the Certificate Account and the REMIC II Distribution Account required
      to be paid to such 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 or the
      disposition of all property acquired upon foreclosure of any such Mortgage
      Loan
      and (ii) the repurchase of all of the assets of the Trust by Avelo or the Master
      Servicer upon the date on which the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans is equal to or less than 10% of the aggregate Scheduled Principal
      Balance of such Mortgage Loans as of the Cut-Off Date. Written notice of any
      such termination shall be given to each applicable Certificateholder, and the
      final distribution shall be made only upon surrender and cancellation of such
      Certificates at an office or agency appointed by the Trustee which will be
      specified in the notice of termination.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Any
      such
      repurchase of Mortgage Loans and property acquired in respect of the Mortgage
      Loans shall be made at the Termination Price.

     

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

     

    THIS
      CERTIFICATE AND THE TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
      BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

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

     

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

     

    In
      the
      event that the terms of this Certificate conflict with the terms of the Trust
      Agreement, the terms of the Trust Agreement shall control.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

    
      	
              Dated:

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 
	 	 
	 	
              By:
                ________________________

              AUTHORIZED
                OFFICER

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            
	 	 
	 	 
	 	
              By:
                ________________________

              
                AUTHORIZED
                  SIGNATORY

              

            
	 	
               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM—as tenants in common

              TEN
                ENT—as tenants by the entireties

            	 	
              UNIF
                GIFT MIN ACT— ____Custodian__________

                                                         
                (Cust)                     
                (Minor)

            
	 	 	 
	
              JT
                TEN—as joint tenants with rights of survivorship and not as Tenants in
                Common

            	 	
              Under
                Uniform Gifts to Minors Act______________

                                                                                       
                (State)

            


    

     

    Additional
      abbreviations may also be used

    though
      not in the above list.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF TRANSFER

     

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

    ______________________________________________________________________________________

     

    PLEASE
      INSERT SOCIAL SECURITY OR

    OTHER
      IDENTIFYING NUMBER OF

    ASSIGNEE
      __________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    (Please
      print or typewrite name and address of assignee)

     

    the
      within Certificate and does hereby irrevocably constitute and, appoint
      ___________________________________________

     

    (Attorney)
      to transfer the said Certificate in the Certificate Register of the within-named
      Trust,

     

    with
      full
      power of substitution in the premises.

    


    
      	
              Dated: ______________________

            	 	
              __________________________________

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

            
	 	 	 
	
              __________________________________

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

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      RC CERTIFICATE

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE MUST DELIVER TO THE CERTIFICATE REGISTRAR A
      RESIDUAL TRANSFEREE AFFIDAVIT CONTAINING CERTAIN REPRESENTATIONS AND COVENANTS,
      AND AN AFFIDAVIT RELATING TO VARIOUS TAX MATTERS, ALL AS DESCRIBED IN THE TRUST
      AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF A CLASS RC CERTIFICATE SHALL BE
      PERMITTED TO BE MADE TO A DISQUALIFIED ORGANIZATION, WHICH GENERALLY INCLUDES
      ANY ENTITY THAT WOULD BE EXEMPT FROM FEDERAL INCOME TAXATION (INCLUDING THE
      TAX
      ON UNRELATED BUSINESS TAXABLE INCOME) ON INCOME DERIVED FROM THIS CLASS RC
      CERTIFICATE. NOTWITHSTANDING THE FULFILLMENT OF THE PREREQUISITES DESCRIBED
      ABOVE, THE CERTIFICATE REGISTRAR MAY REFUSE TO RECOGNIZE A TRANSFER TO THE
      EXTENT NECESSARY TO AVOID A RISK OF (1) DISQUALIFICATION OF ANY RELATED REMIC
      AS
      A REMIC OR (2) THE IMPOSITION OF A TAX UPON ANY SUCH REMIC. NO TRANSFER OF
      LESS
      THAN AN ENTIRE INTEREST IN A CLASS RC CERTIFICATE MAY BE MADE UNLESS (1) THE
      INTEREST TRANSFERRED IS AN UNDIVIDED INTEREST OR (2) THE TRANSFEROR OR THE
      TRANSFEREE HAS PROVIDED THE CERTIFICATE REGISTRAR WITH AN OPINION THAT THE
      TRANSFER WILL NOT JEOPARDIZE THE REMIC STATUS OF ANY RELATED REMIC. RESTRICTIONS
      ON TRANSFER OF THIS CERTIFICATE ARE DESCRIBED MORE FULLY
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
      TRANSFEREE PROVIDES THE TRUSTEE WITH (A) A CERTIFICATION TO THE EFFECT THAT
      SUCH
      TRANSFEREE (1) IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING
      ON BEHALF OF, OR USING THE ASSETS OF, ANY SUCH PLAN OR (2) IF THE CERTIFICATE
      HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING, IS AN INSURANCE COMPANY
      PURCHASING SUCH CERTIFICATES WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY
      GENERAL ACCOUNT” (AS SUCH TERM IS DEFINED IN SECTION V(E) OF THE PROHIBITED
      TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”)) AND THE PURCHASE AND HOLDING
      OF SUCH CERTIFICATE ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60; OR
      (B)
      AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND THE SECURITIES
      ADMINISTRATOR, UPON WHICH THE TRUSTEE, THE SECURITIES ADMINISTRATOR, THE MASTER
      SERVICER AND THE DEPOSITOR SHALL BE ENTITLED TO RELY TO THE EFFECT THAT THE
      PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE WILL
      NOT
      RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF ERISA
      OR
      SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE SECURITIES
      ADMINISTRATOR, THE MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION IN
      ADDITION TO THOSE UNDERTAKEN BY SUCH PARTIES IN THE TRUST AGREEMENT, WHICH
      OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUST FUND OR ANY OF THE
      ABOVE
      PARTIES. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO HAVE MADE
      A
      REPRESENTATION AS REQUIRED IN THE TRUST AGREEMENT.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    THIS
      CLASS RC CERTIFICATE REPRESENTS A REMIC RESIDUAL INTEREST IN ONE OR MORE
“REMICS,” AS DESCRIBED IN THE TRUST AGREEMENT UNDER THE INTERNAL REVENUE CODE OF
      1986, AS AMENDED, FOR FEDERAL INCOME TAX PURPOSES.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP., DEPOSITOR

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2


    CLASS
      RC
      CERTIFICATE

     

    
      	
              INITIAL
                CERTIFICATE RATE

              PER
                ANNUM: [ ]%1 

            	
              AGGREGATE
                INITIAL CERTIFICATE

              PRINCIPAL
                BALANCE OF THE CLASS RC CERTIFICATE: $[ ]

            
	 	 
	
              PERCENTAGE
                INTEREST: [ ]% 

            	 
	 	 
	
              DATE
                OF THE TRUST

              AGREEMENT:

              MAY
                1, 2007

            	
              APPROXIMATE
                AGGREGATE SCHEDULED PRINCIPAL BALANCE AS OF THE CUT-OFF DATE OF THE
                MORTGAGE LOANS HELD BY THE TRUST: $[ ]

            
	 	 
	
              CLOSING
                DATE:

              MAY
                24, 2007

            	 
	 	 
	
              FIRST
                DISTRIBUTION DATE:

              JUNE
                25, 2007

            	 
	 	 
	
              FINAL
                SCHEDULED

              DISTRIBUTION
                DATE:

              MAY
                2037

            	
              TRUSTEE:
                DEUTSCHE BANK NATIONAL TRUST COMPANY 

              SECURITIES
                ADMINISTRATOR: WELLS FARGO BANK, N.A.

            
	 	 
	
              NO.
                [ ]

            	
              CUSIP
                NUMBER: [ ]

              ISIN
                NUMBER: [ ]

            


    

    ________________

    
      1 For
        each
        Distribution Date, the Certificate Rate for the Class RC Certificates will
        equal
        a variable rate determined in accordance with the Trust
        Agreement.

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    GS
      MORTGAGE SECURITIES CORP.

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2007-AR2

    CLASS
      RC
      CERTIFICATE

     

    evidencing
      a beneficial ownership interest in a Trust consisting of the entire beneficial
      ownership of a pool of certain interest only and conventional, hybrid,
      adjustable-rate, fully amortizing and ballon, first lien, one- to four-family
      residential Mortgage Loans formed and sold by

     

    GS
      MORTGAGE SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF, OR INTEREST IN, AND IS NOT
      GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICERS, THE MASTER SERVICER,
      THE SECURITIES ADMINISTRATOR, THE TRUSTEE, THE WFB CUSTODIAN, THE DB CUSTODIAN
      OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
      LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
      STATES.

     

    THIS
      CERTIFIES THAT:

     

    [
      ]

     

    is
      the
      registered owner of the Percentage Interest evidenced by this Certificate in
      the
      Class RC Certificates (the “Class
      RC Certificates”)
      issued
      by the trust (the “Trust”)
      created pursuant to a Master Servicing and Trust Agreement dated as specified
      above (the “Trust
      Agreement”)
      among
      GS Mortgage Securities Corp., as depositor (hereinafter the “Depositor,”
which
      term includes any successor entity under the Trust Agreement), Deutsche Bank
      National Trust Company, as trustee (the “Trustee”)
      and as
      a custodian (the “DB
      Custodian”)
      and
      Wells Fargo Bank, N.A., as securities administrator, master servicer and a
      custodian (in such capacities, respectively, the “Securities
      Administrator,”
      “Master
      Servicer”
and
      “WFB
      Custodian”),
      a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      The Trust consists primarily of a pool of Mortgage Loans. This Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Trust
      Agreement and also is subject to certain terms and conditions set forth in
      the
      Sale and Servicing Agreements, to which Sale and Servicing Agreements the Holder
      of this Certificate, by virtue of the acceptance hereof assents and by which
      such Certificateholder is bound.

     

    Distributions
      on this Certificate (including the final distribution on this Certificate)
      will
      be made out of the Available Distribution Amount, to the extent and subject
      to
      the limitations set forth in the Trust Agreement, on the 25th day of each month,
      or if such day is not a Business Day, the next succeeding Business Day,
      beginning in June 2007 (each, a “Distribution
      Date”),
      commencing on the first Distribution Date specified above, to the Person in
      whose name this Certificate is registered at the close of business on the last
      Business Day of the Interest Accrual Period related to such Distribution Date
      (the “Record
      Date”).
      All
      sums distributable on this Certificate are payable in the coin or currency
      of
      the United States of America as at the time of payment is legal tender for
      the
      payment of public and private debts.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Distributions
      on this Certificate will be paid in accordance with the terms of the Trust
      Agreement. Distributions allocated to this Certificate on any Distribution
      Date
      will be an amount equal to this Certificate’s Percentage Interest of the
      Available Distribution Amount to be distributed on this Class of Certificates
      as
      of such Distribution Date, with a final distribution to be made upon retirement
      of this Certificate as set forth in the Trust Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Mortgage Pass-Through Certificates, Series 2007-AR2 (herein called the
“Certificates”),
      and
      representing a Percentage Interest in the Class of Certificates specified on
      the
      face hereof equal to the quotient, expressed as a percentage, obtained by
      dividing the denomination of this Certificate specified on the face hereof
      by
      the aggregate Certificate Principal Balance of the Class RC Certificate. The
      Certificates are issued in multiple Classes designated as specifically set
      forth
      in the Trust Agreement. This Certificate will evidence in the aggregate 99.99%
      of the balance of the Class RC Certificate.

     

    Realized
      Losses and interest shortfalls on the Mortgage Loans shall be allocated among
      the Classes of Certificates on the applicable Distribution Date in the manner
      set forth in the Trust Agreement. To the extent provided in the Trust Agreement,
      with respect to Realized Losses and interest shortfalls, the Subordinate
      Certificates will be subordinated to the Senior Certificates and each of the
      Subordinate Certificates will be subordinated to each of the other Subordinate
      Certificates with a lower numerical class designation, if any. All Realized
      Losses and interest shortfalls on the Mortgage Loans allocated to any
      Class of Certificates will be allocated pro
      rata
      among
      the outstanding Certificates of such Class, as described in the Trust
      Agreement.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries in respect of the Mortgage Loans, all as more specifically set forth
      in the Trust Agreement. As provided in the Trust Agreement, withdrawals from
      the
      Collection Accounts, the Master Servicing Account, the Certificate Account
      and
      related accounts shall be made from time to time for purposes other than
      distributions to Certificateholders, such purposes including reimbursement
      of
      Advances made, or certain expenses incurred, with respect to the Mortgage Loans
      and administration of the Trust.

     

    All
      distributions or allocations made with respect to each Class on any Distribution
      Date shall be allocated pro
      rata
      among
      the outstanding Certificates of such Class based on the Certificate Principal
      Balance of each such Certificate. Payment shall be made by check mailed to
      the
      address of each Certificateholder as it appears in the Certificate Register
      on
      the Record Date immediately prior to such Distribution Date. Final distribution
      on the Certificates will be made only upon surrender of the Certificates at
      the
      offices of the Certificate Registrar set forth in the notice of such final
      distribution.

     

    Elections
      will be made to treat the segregated portions of the Trust as multiple real
      estate mortgage investment conduits (each, a “REMIC”)
      under
      the Internal Revenue Code of 1986, as amended (the “Code”).
      Assuming that the election is made properly and that certain qualification
      requirements concerning the Mortgage Loans and the Certificates are met, the
      Holder of this Certificate will be treated for federal income tax purposes
      as
      the beneficial owner of the “residual interest” in one or more REMICs as
      specified in the Trust Agreement. Accordingly, the Holder of this Class RC
      Certificate will be subject to tax on its pro
      rata
      share of
      the taxable income or net loss on such Holder’s “residual interest” in each
      REMIC. The requirement that the Holder of this Class RC Certificate report
      its
pro
      rata
      share of
      such income or loss will continue until there are no Certificates of any Class
      outstanding.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Pursuant
      to (and subject to the limitations set forth in) the Trust Agreement, the
      Securities Administrator or one of its affiliates, as agent of each REMIC (the
      “Tax
      Matters Person”
or
      “TMP”),
      will
      provide each Holder of a Class RC Certificate with information sufficient to
      enable such Certificateholder to prepare (i) its federal income tax and
      information returns and (ii) any reports required by the Code regarding the
      Certificates, except where such information is provided to each such
      Certificateholder by the Trustee pursuant to the Trust Agreement. As the holder
      of the residual interest in one or more REMICs, the Holder of a Class RC
      Certificate will have continuing administrative rights and obligations generally
      similar to those of a partner with respect to its partnership. Such rights
      and
      obligations principally concern each REMIC’s federal income tax and information
      returns and the representation of each REMIC in administrative or judicial
      proceedings involving the Internal Revenue Service. The TMP, however, will
      act
      on behalf of the Holders of the Class RC Certificate as each REMIC’s
      representative for such proceedings. Each REMIC’s federal tax and information
      returns will be prepared by the TMP, and signed and filed by the Trustee.
      Pursuant to the Trust Agreement, if the TMP is unable for any reason to fulfill
      its duties as TMP, then the Holder of the largest Percentage Interest of the
      Class RC Certificate, without compensation, shall become the successor TMP
      for
      each related REMIC.

     

    By
      accepting this Certificate, the Holder of this Certificate agrees to be bound
      by
      the provisions of the Trust Agreement, and in particular, agrees that it shall
      (i) take any action required by the Code or Treasury regulations thereunder
      in
      order to create or maintain the REMIC status of any REMIC and (ii) refrain
      from
      taking any action that could endanger such status.

     

    The
      Trust
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Securities Administrator, the Trustee, the Master Servicer, the DB Custodian
      and
      the WFB Custodian and the rights of the Certificateholders under the Trust
      Agreement at any time by the Depositor, the Master Servicer, the Securities
      Administrator and the Trustee with the consent of the Certificateholders
      entitled to at least 51% of the Voting Rights. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Certificateholder
      and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange herefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Trust Agreement
      also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Certificateholders.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

    No
      transfer of any Class RC Certificate shall be made unless that transfer is
      made
      pursuant to an effective registration statement under the Securities Act of
      1933, as amended (the ”Act”)
      and
      effective registration or qualification under applicable state certificates
      laws, or is made in a transaction that does not require such registration or
      qualification. In the event that a transfer is to be made without registration
      or qualification under the Act and applicable state certificates laws, the
      Certificate Registrar shall require that the transferee certify as to facts
      that, if true, would mean that the proposed transferee is a Qualified
      Institutional Buyer. Neither the Depositor nor the Certificate Registrar is
      obligated to register or qualify any of the Class RC Certificate under the
      Act
      or any other certificates law or to take any action not otherwise required
      under
      the Trust Agreement to permit the transfer of such Certificates without such
      registration or qualification. Any such Certificateholder desiring to effect
      such transfer shall, and does hereby agree to, indemnify the Depositor and
      the
      Certificate Registrar against any liability that may result if the transfer
      is
      not exempt from registration under the Act and all applicable state certificates
      laws or is not made in accordance with such federal and state laws.

     

    No
      transfer of a Certificate of this Class shall be made unless the Trustee and
      the
      Securities Administrator shall have received either (i) a representation letter
      from the transferee of such Certificate, acceptable to and in form and substance
      satisfactory to the Trsutee and Securities Administrator, to the effect that
      such transferee is not an employee benefit plan subject to Section 406 of ERISA
      or Section 4975 of the Code or any materially similar provisions of applicable
      federal, state or local law (“Similar Law”) or a person acting on behalf of or
      investing plan assets of any such plan, which representation letter shall not
      be
      an expense of the Trustee or the Securities Administrator, or (ii) if the
      transferee is an insurance company and the certificate has been the subject
      of
      an ERISA-Qualifying Underwriting, a representation letter that it is purchasing
      such Certificates with the assets of its general account and that the purchase
      and holding of such Certificates satisfy the requirements for exemptive relief
      under Sections I and III of PTCE 95-60, or (iii) in the case of a Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments) or a plan subject to Similar
      Law, or a trustee of any such plan or any other person acting on behalf of
      any
      such plan or arrangement or using such plan’s or arrangement’s assets, an
      Opinion of Counsel satisfactory to the Trustee and the Securities Administrator,
      upon which the Trustee, the Securities Administrator, the Master Servicer and
      the Depositor shall be entitled to rely, which Opinion of Counsel shall not
      be
      an expense of the Trust or any of the above parties, to the effect that the
      purchase and holding of such Certificate will not constitute or result in a
      non-exempt prohibited transaction within the meaning of ERISA, Section 4975
      of
      the Code or any Similar Law and will not subject the Trustee, the Depositor,
      the
      Master Servicer or the Securities Administrator to any obligation in addition
      to
      those expressly undertaken in this Agreement or to any liability. If this
      Certificate is a book-entry certificate, the transferee will be deemed to have
      made a representation as provided in this paragraph, as
      applicable.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    In
      addition, the Certificate Registrar shall not register any transfer of a Class
      RC Certificate (including any beneficial interest therein) to a Disqualified
      Organization. In addition, no Class RC Certificate (or any beneficial interest
      therein) may be transferred unless the proposed transferee thereof provides
      the
      Certificate Registrar with a Residual Transferee Affidavit, which is an
      affidavit of the proposed transferee substantially in the form attached as
      Exhibit
      F
      to the
      Standard Terms, and the proposed transferor provides a certificate substantially
      in the form attached as Exhibit
      G
      to the
      Standard Terms. Notwithstanding the fulfillment of the prerequisites described
      above, the Certificate Registrar may refuse to recognize any transfer to the
      extent necessary to avoid a risk of (i) disqualification of any REMIC created
      pursuant to Section 2.03 of the Trust Agreement as a REMIC or (ii) the
      imposition of a tax upon any REMIC. Any attempted transfer in violation of
      the
      foregoing restrictions shall be null and void and shall not be recognized by
      the
      Certificate Registrar.

     

    If
      a tax
      or a reporting cost is borne by any REMIC as a result of the transfer of a
      Class
      RC Certificate (or any beneficial interest therein) in violation of the
      restrictions set forth herein and in the Trust Agreement, the Trustee shall
      pay
      such tax or reporting cost with amounts that otherwise would have been paid
      to
      the transferee of the Class RC Certificate (or beneficial interest therein).
      In
      that event, neither the transferee nor the transferor shall have any right
      to
      seek repayment of such amounts from the Depositor or the Trustee, the Trust,
      any
      REMIC, or any other Holders, and none of such parties shall have any liability
      for payment of any such tax or reporting cost.

     

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

     

    The
      obligations created by the Trust Agreement will terminate upon payment to the
      applicable Certificateholders of all applicable amounts held in the Collection
      Account, the Certificate Account and the REMIC II Distribution Account required
      to be paid to such 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 or the
      disposition of all property acquired upon foreclosure of any such Mortgage
      Loan
      and (ii) the repurchase of all of the assets of the Trust by Avelo or the Master
      Servicer upon the date on which the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans is equal to or less than 10% of the aggregate Scheduled Principal
      Balance of such Mortgage Loans as of the Cut-Off Date. Written notice of any
      such termination shall be given to each applicable Certificateholder, and the
      final distribution shall be made only upon surrender and cancellation of such
      Certificates at an office or agency appointed by the Trustee which will be
      specified in the notice of termination.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Any
      such
      repurchase of Mortgage Loans and property acquired in respect of the Mortgage
      Loans shall be made at the Termination Price.

     

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

     

    THIS
      CERTIFICATE AND THE TRUST AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
      BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

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

     

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

     

    In
      the
      event that the terms of this Certificate conflict with the terms of the Trust
      Agreement, the terms of the Trust Agreement shall control.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

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

     

    
      	
              Dated:

            	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 	 
	 	 
	 	
              By:
                ___________________________

              AUTHORIZED
                OFFICER

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

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

     

    
      	 	
              WELLS
                FARGO BANK, N.A.,

              as
                Certificate Registrar

            
	 	 
	 	 
	 	
              By:
                ___________________________

              
                AUTHORIZED
                  SIGNATORY

              

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    ABBREVIATIONS

     

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

     

    
      	
              TEN
                COM—as tenants in common

              TEN
                ENT—as tenants by the entireties

            	 	
              UNIF
                GIFT MIN ACT— ____Custodian__________

                                                        
                (Cust)                      
                (Minor)

            
	 	 	 
	
              JT
                TEN—as joint tenants with rights of survivorship and not as Tenants in
                Common

            	 	
              Under
                Uniform Gifts to Minors Act______________

                                                                                    
                (State)

            


    

     

    Additional
      abbreviations may also be used

    though
      not in the above list.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF TRANSFER

     

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

    ______________________________________________________________________________________

     

    PLEASE
      INSERT SOCIAL SECURITY OR

    OTHER
      IDENTIFYING NUMBER OF

    ASSIGNEE
      __________________________________________________________________________________________

     

    ___________________________________________________________________________________________________

     

    (Please
      print or typewrite name and address of assignee)

     

    the
      within Certificate and does hereby irrevocably constitute and, appoint
      ___________________________________________

     

    (Attorney)
      to transfer the said Certificate in the Certificate Register of the within-named
      Trust,

     

    with
      full
      power of substitution in the premises.

    
 

    
      	
              Dated: ______________________

            	 	
              __________________________________

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

            
	 	 	 
	
              __________________________________

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

            	 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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