Unassociated Document


    
       

       

       

      GSR
        MORTGAGE LOAN TRUST 2007-AR2

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES

       

      SERIES
        2007-AR2

       

       

      MASTER
        SERVICING


       

      and

       

      TRUST
        AGREEMENT

       

       

      among

       

      GS
        MORTGAGE SECURITIES CORP.,

      as
        Depositor,

       

       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

      as
        Trustee and a Custodian

       

      and

       

      WELLS
        FARGO BANK, N.A.,

      as
        Securities Administrator, Master Servicer and a Custodian

       

       

      Dated
        as of May 1, 2007

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      TABLE
        OF CONTENTS

       

      Page

      
        	 	 
	
                ARTICLE
                  I
                  DEFINITIONS

              	
                1

              
	 	 
	
                Section
                  1.01

              	
                Standard
                  Terms.

              	
                1

              
	
                Section
                  1.02

              	
                Defined
                  Terms.

              	
                2

              
	 	 
	
                ARTICLE
                  II
                  FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS

              	
                16

              
	 	 
	
                Section
                  2.01

              	
                Conveyance
                  to the Trustee

              	
                16

              
	
                Section
                  2.02

              	
                Acceptance
                  by the Trustee.

              	
                17

              
	
                Section
                  2.03

              	
                REMIC
                  Elections and REMIC Designation.

              	
                17

              
	 	 
	
                ARTICLE
                  III
                  REMITTING TO CERTIFICATEHOLDERS

              	
                21

              
	 	 
	
                Section
                  3.01

              	
                Distributions
                  to Certificateholders.

              	
                21

              
	
                Section
                  3.02

              	
                Allocation
                  of Realized Losses and Shortfalls.

              	
                26

              
	
                Section
                  3.03

              	
                Crossover
                  Amounts.

              	
                27

              
	 	 
	
                ARTICLE
                  IV
                  THE SECURITIES

              	
                28

              
	 	 
	
                Section
                  4.01

              	
                The
                  Certificates.

              	
                28

              
	
                Section
                  4.02

              	
                Denominations.

              	
                28

              
	
                Section
                  4.03

              	
                Redemption
                  of Certificates.

              	
                29

              
	
                Section
                  4.04

              	
                Securities
                  Laws Restrictions.

              	
                29

              
	 	 
	
                ARTICLE
                  V
                  MISCELLANEOUS PROVISIONS

              	
                29

              
	 	 
	
                Section
                  5.01

              	
                Request
                  for Opinions.

              	
                29

              
	
                Section
                  5.02

              	
                Schedules
                  and Exhibits.

              	
                29

              
	
                Section
                  5.03

              	
                Governing
                  Law.

              	
                29

              
	
                Section
                  5.04

              	
                Counterparts.

              	
                30

              
	
                Section
                  5.05

              	
                Notices.

              	
                30

              


      

      



      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      


       

      SCHEDULES
        AND EXHIBITS

      
        	 	
                Schedule
                  I

              	
                Mortgage
                  Loans

              
	 	
                Schedule
                  IA

              	
                Wells
                  Fargo Bank, N.A.-custodied Mortgage Loans

              
	 	
                Schedule
                  IB

              	
                Deutsche
                  Bank National Trust Company-custodied Mortgage
                  Loans

              


      

       

      


      
        	
                Exhibit
                  A

              	
                Forms
                  of Certificates

              


      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      


       

      MASTER
        SERVICING AND TRUST AGREEMENT

       

      THIS
        MASTER SERVICING AND TRUST AGREEMENT dated as of May 1, 2007 (this “Trust
        Agreement”),
        is
        hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware
        corporation (the “Depositor”),
        DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (in such capacity, the
“Trustee”)
        and as
        a custodian (in such capacity, the “DB
        Custodian”),
        and
        WELLS FARGO BANK, N.A., as securities administrator (in such capacity, the
        “Securities
        Administrator”),
        master servicer (in such capacity, the “Master
        Servicer”)
        and a
        custodian (in such capacity, the “WFB
        Custodian”
and
        together with the DB Custodian, the “Custodians”
and
        each a “Custodian”).

       

      PRELIMINARY
        STATEMENT

       

      WHEREAS,
        the Depositor is duly authorized to form GSR Mortgage Loan Trust 2007-AR2
        as a
        trust (the “Trust”)
        to
        issue a series of securities with an aggregate initial outstanding principal
        balance of $1,315,694,200 to be known as the Mortgage Pass-Through Certificates,
        Series 2007-AR2 (the “Certificates”).
        The
        Trust is formed by this Trust Agreement, which fully incorporates by reference
        the Standard Terms to Master Servicing and Trust Agreement May 2007 Edition
        (the
“Standard
        Terms”).
        The
        Certificates in the aggregate evidence the entire beneficial ownership in
        the
        Trust. The Certificates consist of the 18 Classes of publicly offered
        certificates and 3 Classes of privately placed certificates set forth in
        Section
        2.03(d) herein.

       

      WHEREAS,
        pursuant to Section 11.01 of the Standard Terms, the Securities Administrator,
        on behalf of the Trust, will make an election to treat all of the assets
        of the
        Trust as two real estate mortgage investment conduits (each, a “REMIC”
and,
        individually, “REMIC I”
and
        “REMIC II”)
        for
        federal income tax purposes. The “startup
        day”
of
        each
        REMIC for purposes of the REMIC Provisions is the Closing Date.

       

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

       

      ARTICLE
        I


       

      DEFINITIONS

       

      Section
        1.01 Standard
        Terms. The
        Depositor, the Trustee, each Custodian, the Securities Administrator and
        the
        Master Servicer acknowledge that the Standard Terms prescribe certain
        obligations of each such entity, with respect to the Certificates. The
        Depositor, the Trustee, the Securities Administrator, each Custodian and
        the
        Master Servicer agree to observe and perform such prescribed duties,
        responsibilities and obligations, pursuant to the terms and conditions thereof
        and of this Trust Agreement, and acknowledge that, except to the extent
        inconsistent with the provisions of this Trust Agreement, the Standard Terms
        are
        and shall be a part of this Trust Agreement to the same extent as if set
        forth
        herein in full.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


       

      Pursuant
        to Section 2.02(f) of the Standard Terms, the Depositor acknowledges the
        appointment of each of the Custodians and agrees to deliver, or cause to
        be
        delivered, to each applicable Custodian the applicable Mortgage Loan documents
        that are to be included in the respective Trustee Mortgage Loan File for
        each
        Mortgage Loan. The Depositor and each Custodian acknowledge that, pursuant
        to
        any existing Custodial Agreements entered into between a Custodian and
        predecessors in interest of the Depositor, such Custodian previously acted
        as
        custodian for such predecessors in interest and that in connection with the
        formation of the Trust, the Depositor shall assign each such Custodial Agreement
        (but solely with respect to the related Mortgage Loans) to the Trustee and
        cause
        a receipt to be issued in the name of the Trustee.

       

      Section
        1.02 Defined
        Terms. Capitalized
        terms used but not defined herein shall have the respective meanings assigned
        to
        them in Section 1.01 of the Standard Terms or in the Sale and Servicing
        Agreements. In the event of a conflict between the Standard Terms and the
        Sale
        and Servicing Agreements, the Sale and Servicing Agreements shall govern.
        In the
        event of a conflict between the Standard Terms and this Trust Agreement,
        this
        Trust Agreement shall govern. As used herein, the following terms shall have
        the
        respective meanings assigned thereto:

       

      “Accrued
        Certificate Interest”:
        With
        respect to any Class of Certificates and any Distribution Date the sum of
        (a)
        Certificate Interest for the related Interest Accrual period for such Class
        of
        Certificates and (b) the aggregate of all Accrued Certificate Interest that
        remains unpaid from prior Distribution Dates.

       

      “Administrative
        Cost Rate”:
        For
        each Mortgage Loan, the applicable Servicing Fee Rate plus
        the
        Lender Paid Mortgage Insurance Rate, if applicable.

       

      “Affected
        Senior Certificate”:
        As
        defined in Section 3.03 hereof.

       

      “Affected
        Subordinate Certificate”:
        As
        defined in Section 3.01(g) hereof.

       

      “Assignment
        Agreements”:
        Each
        of the Step 1 Assignment Agreements and the Step 2 Assignment Agreements,
        collectively.

       

      “Available
        Distribution Amount”:
        For
        any Distribution Date and any Loan Group, the aggregate for all of the Mortgage
        Loans in such Loan Group of the following amounts:

       

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


      
        
          
          

        

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

       

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

       

      (c) all
        Payoffs received after the previous calendar month (together with any interest
        payment received with such Payoffs to the extent that such Payoffs represent
        the
        payment of interest accrued on such Mortgage Loans for the period after the
        previous calendar month);

       

      (d) Liquidation
        Proceeds and Insurance Proceeds received on the Mortgage Loans in such Loan
        Group after the previous calendar month;

       

      (e) all
        amounts in the REMIC I Distribution Account or the REMIC II Distribution
        Account
        from Mortgage Loans in the related Loan Groups that are then due and payable
        to
        the applicable Servicer under the related Sale and Servicing
        Agreement;

       

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

       

      (g) any
        Crossover Amount from such Loan Group required to be allocated to any other
        Loan
        Group pursuant to Section 3.03; and

       

      (h) such
        Loan
        Group’s share of all related indemnification amounts and other amounts
        reimbursable on such Distribution Date to the Master Servicer, the Securities
        Administrator, the Custodians and the Trustee as provided herein or in the
        Standard Terms.

       

      (2) the
        total
        amount of any cash received by the Securities Administrator or the applicable
        Servicer (or the Master Servicer or the Trustee) from the repurchase by the
        applicable Seller, the Depositor or GSMC of any Mortgage Loans pursuant to
        any
        Assignment Agreement or Sale and Servicing Agreement, together with any
        Substitution Adjustment Amount received by the Securities Administrator in
        connection with the substitution by the Depositor of a Qualified Substitute
        Mortgage Loan for a Deleted Mortgage Loan pursuant to Section 2.03 of the
        Standard Terms to this Trust Agreement, in each case as a result of defective
        documentation or breach of representations and warranties (provided that
        the
        obligation to repurchase arose before the related Due Date);

       

      (3) any
        Crossover Amount from any other Loan Group required to be allocated to such
        Loan
        Group pursuant to Section 3.03; and


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


       

      (4) any
        Subsequent Recoveries received with respect to the Mortgage Loans in such
        Loan
        Group.

       

      “Bankruptcy
        Coverage”:
        For
        any Distribution Date, an amount equal to the greater of
        (i)(x) $425,148,
        or such
        lesser amount as may be determined by the Depositor from time to time upon
        written confirmation from each Rating Agency that the use of such lesser
        amount
        will not adversely affect the then current ratings assigned to any Class
        of
        Certificates by such Rating Agency, minus
        (y) the aggregate amount of Bankruptcy Losses allocated to the Certificates
        prior to such date and (ii) zero.

       

      “Book-Entry
        Certificates”:
        The
        Senior Certificates (other than the Residual Certificates) and the Senior
        Subordinate Certificates.

       

      “Certificate
        Group”:
        Any of
        the Group 1 Certificates, the Group 2 Certificates, the Group 3 Certificates,
        the Group 4 Certificates, the Group 5A Certificates, the Group 5B Certificates
        and the Group 6 Certificates, as applicable.

       

      “Certificate
        Interest”:
        For
        each Class of Certificates, on each Distribution Date, an amount equal to
        the
        product of (a) the Certificate Rate for such Class, (b) a fraction,
        the numerator of which is 30 and the denominator of which is 360, and
        (c) the applicable Class Principal Balance, as applicable.

       

      “Certificate
        Rate”:
        With
        respect to each Class of Certificates on any Distribution Date, the percentage
        per
        annum
        rate or
        other entitlement to interest described in Section 2.03 hereof. 

       

      “Certificates”:
        The
        Class 1A1, Class 1A2, Class 2A1, Class 2A2, Class 3A1, Class 3A2, Class 4A1,
        Class 4A2, Class 5A1A, Class 5A1B, Class 5A2, Class 6A1, Class 6A2, Class
        B1,
        Class B2, Class B3, Class B4, Class B5, Class B6, Class RC and Class R
        Certificates.

       

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

       

      “Class
        B Certificates”:
        The
        Class B1, Class B2, Class B3, Class B4, Class B5, and Class B6
        Certificates.

       

      “Class
        I Interests”:
        The
        Class I-1B, Class I-1Q, Class I-2B, Class I-2Q, Class I-3B, Class I-3Q, Class
        I-4B, Class I-4Q, Class I-5AB, Class I-5AQ, Class I-5BB, Class I-5BQ, Class
        I-6B
        and Class I-6Q Interests, each of which shall constitute a class of regular
        interests in REMIC I.

       

      “Class
        Principal Balance”:
        With
        respect to each Class of Certificates or Interests, as of the close of business
        on any Distribution Date, the initial balance of such Class of Certificates
        or
        Interests set forth in Section 2.03(b) reduced by (a) all principal payments
        (other than payments in reimbursement of Realized Losses) previously distributed
        to such Class of Certificates or Interests in accordance with the Trust
        Agreement, and (b) all Realized Losses, if any, previously allocated to such
        Class of Certificates or Interests pursuant to the Trust Agreement, and
        increased by (c) the amount of any Subsequent Recoveries allocated to that
        Class.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


       

      “Class
        R Certificates”:
        The
        Certificates constituting the sole class of “residual interest” (as defined in
        Code Section 860G(a)(2)) in REMIC II.

       

      “Class
        RC Certificates”:
        The
        Certificates constituting the sole class of “residual interest” (as defined in
        Code Section 860G(a)(2)) in REMIC I.

       

      “Closing
        Date”:
        May
        24, 2007.

       

      “CMT
        Rate”:
        A rate
        determined based on the average weekly yield on U.S. Treasury securities
        adjusted to a constant maturity of one year as published in Federal Reserve
        Statistical Release H.15 (519) during the last full week occurring 45 days
        prior
        to the applicable loan adjustment date, and annually thereafter.

       

      “Component”:
        With
        respect to the Class 5A2 Certificates, each of the Class 5A2A and Class 5A2B
        Components thereof. The Components are not severable.

       

      “Component
        Interest Rate”:
        The
        component interest rate in respect of the Class 5A2A Component of the Class
        5A2
        Certificates shall equal the Net WAC Rate for Loan Group 5A. The component
        interest rate in respect of the Class 5A2B Component of the Class 5A2
        Certificates shall equal the Net WAC Rate for Loan Group 5B.

       

      “-Component
        Principal Balance”:
        The
        initial Component Principal Balance of the Class 5A2A and Class 5A2B Components
        will be $2,109,000 and $11,964,000, respectively.

       

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

       

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

       

      “Crossover
        Amounts”:
        Amounts related to a Loan Group that are required to be paid to the Senior
        Certificates related to another Loan Group pursuant to Section
        3.03.

       

      “Curtailments”:
        Voluntary partial prepayments on a Mortgage Loan (i.e.,
        not
        including Payoffs, Liquidation Proceeds, Insurance Proceeds, or Condemnation
        Proceeds).

       

      “Custodial
        Agreement”:
        Each
        of (i) the Custodial Agreement dated as of October 1, 2005, between GSMC
        and the DB Custodian and (ii) the Custodial Agreement dated as of August 1,
        2003, as amended by Amendment No. 1 thereto dated as of October 25, 2003,
        each
        between GSMC and the WFB Custodian.

       

      “Custodian”:
        Each
        of the DB Custodian and the WFB Custodian, each in its respective capacity
        as
        custodian under the applicable Custodial Agreements, and any successor
        Custodians thereunder.

       

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

       

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


      
        
          
          

        

        
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      “Delinquency/Loss
        Test”:
        The
        test as to whether on any Distribution Date: (A) the aggregate outstanding
        principal balance of the Mortgage Loans delinquent 60 days or more (including
        Mortgage Loans in bankruptcy or foreclosure and REO Property) averaged over
        the
        immediately preceding three-month period is less than or equal to 50% of
        the
        aggregate outstanding Class Principal Balance of the Subordinate Certificates
        as
        of such Distribution Date, and (B) cumulative Realized Losses as of each
        Distribution Date prior to May 2015, May 2016, May 2017 and
        May
        2018 (and each February thereafter) do not exceed 30%, 35%, 40%, 45% and
        50%,
        respectively, of the aggregate initial Class Principal Balance of Subordinate
        Certificates.

       

      “Distribution
        Date”:
        The
        25th day of each month, or if such day is not a Business Day, the next Business
        Day following such day. The initial Distribution Date shall be June 25,
        2007.

       

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

       

      “Due
        Period”:
        With
        respect to each Distribution Date, the period beginning on the second day
        of the
        month preceding the month of such Distribution Date and ending on, and
        including, the first day of the month of such Distribution Date.

       

      “Excess
        Bankruptcy Losses”:
        For
        any Distribution Date, the amount of Bankruptcy Losses for such Distribution
        Date in excess of the Bankruptcy Coverage for such Distribution
        Date.

       

      “Excess
        Fraud Losses”:
        For
        any Distribution Date, the amount of Fraud Losses for such Distribution Date
        in
        excess of the Fraud Coverage for such Distribution Date.

       

      “Excess
        Special Hazard Losses”:
        For
        any Distribution Date, the amount of Special Hazard Losses for such Distribution
        Date in excess of the Special Hazard Coverage for such Distribution
        Date.

       

      “Excess
        Special Losses”:
        Collectively, Excess Fraud Losses, Excess Bankruptcy Losses and Excess Special
        Hazard Losses.

       

      “Fitch”:
        Fitch
        Ratings, and its successors in interest.

       

      “Fraud
        Coverage”:
        For
        any Distribution Date, an amount equal to (i) the following percentage of
        the aggregate Scheduled Principal Balance of all Mortgage Loans, as of the
        Due
        Date in the preceding calendar month (or, in the case of the first Distribution
        Date, as of the Cut-Off Date): (A) for the period from and including the
        Cut-Off Date to but excluding the date of the third anniversary of the Cut-Off
        Date, 1.00% and (B) for the period from and including the date of the
        fourth anniversary of the Cut-Off Date to but excluding the date of the fifth
        anniversary of the Cut-Off Date, 1.00%, minus
        (ii) the aggregate amount of Fraud Losses allocated to the Certificates on
        or prior to such Distribution Date. On the date of the sixth anniversary
        of the
        Cut-Off Date, and for each Distribution Date thereafter, the Fraud Coverage
        shall be zero. In no event may the Fraud Coverage be less than
        zero.


      
        
          
          

        

        
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      “Group
        1 Certificates”:
        The
        Class 1A1 and Class 1A2 Certificates. The Group 1 Certificates are related
        to
        Loan Group 1.

       

      “Group
        2 Certificates”:
        The
        Class 2A1 and Class 2A2 Certificates. The Group 2 Certificates are related
        to
        Loan Group 2.

       

      “Group
        3 Certificates”:
        The
        Class 3A1 and Class 3A2 Certificates. The Group 3 Certificates are related
        to
        Loan Group 3.

       

      “Group
        4 Certificates”:
        The
        Class 4A1 and Class 4A2 Certificates. The Group 4 Certificates are related
        to
        Loan Group 4.

       

      “Group
        5A Certificates”:
        The
        Class 5A1A and Class 5A2 Certificates (in respect of the Class 5A2A Component
        thereof). The Group 5 Certificates are related to Loan Group 5A.

       

      “Group
        5B Certificates”:
        The
        Class 5A1B and Class 5A2 Certificates (in respect of the Class 5A2B Component
        thereof). The Group 5 Certificates are related to Loan Group 5B.

       

      “Group
        6 Certificates”:
        The
        Class 6A1, Class 6A2, Class R and Class RC Certificates. The Group 6
        Certificates are related to Loan Group 6.

       

      “Group
        1 Loans”:
        The
        Mortgage Loans in Loan Group 1.

       

      “Group
        2 Loans”:
        The
        Mortgage Loans in Loan Group 2.

       

      “Group
        3 Loans”:
        The
        Mortgage Loans in Loan Group 3.

       

      “Group
        4 Loans”:
        The
        Mortgage Loans in Loan Group 4.

       

      “Group
        5A Loans”:
        The
        Mortgage Loans in Loan Group 5A.

       

      “Group
        5B Loans”:
        The
        Mortgage Loans in Loan Group 5B. 

       

      “Group
        6 Loans”:
        The
        Mortgage Loans in Loan Group 6.

       

      “Group
        Subordinate Amount”:
        As to
        any Distribution Date and (i) the Mortgage Loans in Loan Group 1, shall be
        equal
        to the excess of the aggregate Scheduled Principal Balance of the Mortgage
        Loans
        in Loan Group 1 for the preceding Distribution Date over the aggregate Class
        Principal Balance of the Group 1 Certificates after giving effect to
        distributions on such preceding Distribution Date; (ii) the Mortgage Loans
        in
        Loan Group 2, shall be equal to the excess of the aggregate Scheduled Principal
        Balance of the Mortgage Loans in Loan Group 2 for the preceding Distribution
        Date over the aggregate Class Principal Balance of the Group 2 Certificates
        after giving effect to distributions on such preceding Distribution Date;
        (iii)
        the Mortgage Loans in Loan Group 3, shall be equal to the excess of the
        aggregate Scheduled Principal Balance of the Mortgage Loans in Loan Group
        3 for
        the preceding Distribution Date over the aggregate Class Principal Balance
        of
        the Group 3 Certificates after giving effect to distributions on such preceding
        Distribution Date; (iv) the Mortgage Loans in Loan Group 4, shall be equal
        to
        the excess of the aggregate Scheduled Principal Balance of the Mortgage Loans
        in
        Loan Group 4 for the preceding Distribution Date over the aggregate Class
        Principal Balance of the Group 4 Certificates after giving effect to
        distributions on such preceding Distribution Date; (v) the Mortgage Loans
        in
        Loan Group 5A, shall be equal to the excess of the aggregate Scheduled Principal
        Balance of the Mortgage Loans in Loan Group 5A for the preceding Distribution
        Date over the aggregate Class Principal Balance (or Component Principal Balance)
        of the Group 5A Certificates (or related Component thereof) after giving
        effect
        to distributions on such preceding Distribution Date; (vi) the Mortgage Loans
        in
        Loan Group 5B, shall be equal to the excess of the aggregate Scheduled Principal
        Balance of the Mortgage Loans in Loan Group 5B for the preceding Distribution
        Date over the aggregate Class Principal Balance (or Component Principal Balance)
        of the Group 5B Certificates (or related Component thereof) after giving
        effect
        to distributions on such preceding Distribution Date and (vii) the Mortgage
        Loans in Loan Group 6, shall be equal to the excess of the aggregate Scheduled
        Principal Balance of the Mortgage Loans in Loan Group 6 for the preceding
        Distribution Date over the aggregate Class Principal Balance of the Group
        6
        Certificates after giving effect to distributions on such preceding Distribution
        Date.


      
        
          
          

        

        
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      “GSMC”:
        Goldman Sachs Mortgage Company, a New York limited partnership, and its
        successors in interest.

       

      “IndyMac”:
        IndyMac Bank, F.S.B.

       

      “Interest
        Accrual Period”:
        For
        any Distribution Date and each Class of Certificates, the calendar month
        preceding the month in which such Distribution Date occurs, calculated on
        the
        basis of a 360-day year consisting of twelve thirty-day months.

       

      “Interest
        Only Certificates”:
        [Reserved].

       

      “Junior
        Subordinate Certificates”:
        The
        Class B4, Class B5 and Class B6 Certificates.

       

      “Lender
        Paid Mortgage Insurance Amount”:
        With
        respect to any Lender Paid Mortgage Insurance Loan, the interest portion
        of each
        Scheduled Payment that is paid by the related Borrower that will be used
        to pay
        the monthly premium of the “lender paid” primary insurance policy on such Lender
        Paid Mortgage Insurance Loan, which is calculated by multiplying the Scheduled
        Principal Balance as of the related date of determination on such Lender
        Paid
        Mortgage Insurance Loan by the applicable Lender Paid Mortgage Insurance
        Rate.

       

      “Lender
        Paid Mortgage Insurance Loan”:
        Each
        of the Mortgage Loans identified on the Mortgage Loan Schedule as having
        a
        Lender Paid Mortgage Insurance Rate.

       

      “Lender
        Paid Mortgage Insurance Rate”:
        With
        respect to any Lender Paid Mortgage Insurance Loan, a per annum rate equal
        to
        the percentage indicated on the Mortgage Loan Schedule under the heading
“Lender
        Paid Mortgage Insurance Rate.”

       

      “LIBOR”:
        [Reserved].

       

      “LIBOR
        Certificates”:
        [Reserved].


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


       

      “LIBOR
        Determination Date”:
        [Reserved].

       

      “Liquidated
        Mortgage Loan”:
        A
        Mortgage Loan for which the applicable Servicer has determined that it has
        received all amounts that it expects to recover from or on account of the
        Mortgage Loan, whether from Insurance Proceeds, Liquidation Proceeds, the
        liquidation of any assets pledged for the further security of such Mortgage
        Loan
        in addition to the Mortgaged Property or otherwise.

       

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

       

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

       

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

       

      “Loan
        Group 3”:
        The
        aggregate of the Mortgage Loans identified on Schedule I as being included
        in
        Loan Group 3.

       

      “Loan
        Group 4”:
        The
        aggregate of the Mortgage Loans identified on Schedule I as being included
        in
        Loan Group 4.

       

      “Loan
        Group 5A”:
        The
        aggregate of the Mortgage Loans identified on Schedule I as being included
        in
        Loan Group 5A.

       

      “Loan
        Group 5B”:
        The
        aggregate of the Mortgage Loans identified on Schedule I as being included
        in
        Loan Group 5B.

       

      “Loan
        Group 6”:
        The
        aggregate of the Mortgage Loans identified on Schedule I as being included
        in
        Loan Group 6.

       

      “London
        Business Day”:
        [Reserved].

       

      “Lydian”:
        Lydian
        Private Bank, or any successor in interest.

       

      “Master
        Servicer”:
        Wells
        Fargo Bank, N.A., its successors and assigns, including any successor master
        servicer.

       

      “Master
        Servicer Investment Period”:
        With
        respect to any Distribution Date and the related amounts in the Master Servicer
        Account, the period commencing two (2) Business Days prior to such Distribution
        Date and ending on the such Distribution Date.

       

      “Master
        Servicing Fee”:
        With
        respect to any Master Servicer Remittance Date, all income and gain realized
        from the investment of funds in the Master Servicer Account.

       

      “Moody’s”:
        [Reserved].


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


       

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

       

      “Net
        Rate”:
        With
        respect to each Mortgage Loan, the interest rate of such Mortgage Loan less
        the
        Administrative Cost Rate applicable to such Mortgage Loan. For purposes of
        calculating the Certificate Rates of the REMIC Interests and Certificates,
        the
        Net Rate of a Mortgage Loan shall be calculated without regard to any
        modification, waiver or amendment of the interest rate of the Mortgage Loan,
        whether agreed to by any Servicer or resulting from a bankruptcy, insolvency
        or
        similar proceeding involving the related Borrower. Further, in the case of
        any
        Distribution Date and any Mortgage Loan that has a first payment date after
        the
        first day of the related Due Period, the Net Rate of such Mortgage Loan shall
        be
        treated as zero for purposes of calculating the Certificate Rates of the
        REMIC
        Interests and the Certificates.

       

      “Net
        WAC Rate”:
        With
        respect to any Distribution Date and each Loan Group, the per annum rate
        equal
        to a fraction (i) the numerator of which is the sum, for each Mortgage Loan
        in such Loan Group, of the product of (x) the Net Rate in effect for such
        Mortgage Loan as of the beginning of the related Due Period and (y) the
        Scheduled Principal Balance of such Mortgage Loan as of the beginning of
        the
        related Due Period (after taking into account scheduled payments of principal
        on
        such date), and (ii) the denominator of which is the aggregate Scheduled
        Principal Balance of the Mortgage Loans in such Loan Group as of the beginning
        of the related Due Period.

       

      “Payoffs”:
        Voluntary prepayments in full on a Mortgage Loan.

       

      “PHH”:
        PHH
        Mortgage Corporation, or any successor in interest.

       

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

       

      “Principal
        Payment Amount”:
        For
        any Distribution Date and any Loan Group, the sum, for all Mortgage Loans
        in
        such Loan Group, of the portion of Scheduled Payments due on the Due Date
        immediately before the Distribution Date that are allocable to principal
        on the
        Mortgage Loans in such Loan Group.

       

      “Principal
        Prepayment Amount”:
        For
        any Distribution Date and any Loan Group, the sum, for all of the Mortgage
        Loans
        in such Loan Group, of all Payoffs and Curtailments that were received during
        the related Prepayment Period.

       

      “Rating
        Agency”:
        (a) As to each Class of Certificates other than the Class B6 Certificates,
        S&P and (b) as to each Class of Certificates other than the Class B4, Class
        B5 and Class B6 Certificates, Fitch.

       

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

       

      “Reference
        Banks”:
        [Reserved].

       

      “Regular
        Certificates”:
        The
        Senior Certificates and the Subordinate Certificates.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


       

      “Regular
        Interests”:
        The
        REMIC I Regular Interests.

       

      “REMIC”:
        REMIC
        I.

       

      “REMIC
        Interests”:
        Each
        Class of Regular Interests and the Class RC and Class R Certificates issued
        pursuant to Section 2.03.

       

      “REMIC
        I”:
        One of
        the real estate mortgage investment conduits created
        in the Trust, the assets of which consist of the Mortgage Loans and the REMIC
        I
        Distribution Account.

       

      “REMIC
        I Regular Interests”:
        The
        regular interests issued by REMIC I, consisting of the Class I
        Interests.

       

      “REMIC
        I Subordinated Balance Ratio”:
        The
        ratio
        among the principal balances of the Class I-1B Interest, Class I-2B Interest,
        Class I-3B Interest, Class I-4B Interest, Class I-5AB Interest, Class I-5BB
        Interest and Class I-6B Interests equal to the ratio among the Group Subordinate
        Amounts for each of Loan Group 1, Loan Group 2, Loan Group 3, Loan Group
        4, Loan
        Group 5A, Loan Group 5B and Loan Group 6.

       

      “REMIC
        II”:
        One of
        the real estate mortgage investment conduits created in the Trust, the assets
        of
        which consist of the Certificate Account and the REMIC I Regular
        Interests.

       

      “REMIC
        II Regular Interests”:
        The
        regular interests issued by REMIC II, consisting of the Certificates (other
        than
        the Residual Certificates).

       

      “Remittance
        Date”:
        The
        18th
        day of
        each month, or if such day is not a Business Day, either the next succeeding
        business day or the business day immediately preceding such date, as set
        forth
        in the applicable Sale and Servicing Agreement.

       

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

       

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

       

      “Sale
        and Servicing Agreement”:
        (i)
        the Servicing Agreement dated as of July 1, 2004, between GSMC and Countrywide
        Servicing, as amended by Amendment Reg AB, dated as of January 1, 2006; (ii)
        the
        Amended and Restated Servicing Agreement dated as of November 1, 2005, between
        GSMC and IndyMac; (iii) the Second Amended and Restated Mortgage Loan Flow
        Purchase, Sale & Servicing Agreement dated as of May 1, 2006, between GSMC
        and PHH, as amended by Amendment No. 1 dated August 1, 2006, and Amendment
        No. 2
        dated September 1, 2006; (iv) the Amended and Restated Master Seller’s
        Warranties and Servicing Agreement dated as of March 1, 2006, between GSMC
        and
        Wells Fargo Bank; and (v) the Second Amended and Restated Master Seller’s
        Warranties and Servicing Agreement dated as of May 1, 2006, between Bank
        of
        America, National Association and Wells Fargo Bank (such agreements,
        collectively, the “Warranties and Servicing Agreements”). 

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      “Scheduled
        Payment”:
        For
        each Mortgage Loan, payments of interest and principal scheduled to be paid
        on
        each Due Date in accordance with the terms of related Mortgage
        Note.

       

      “Securities
        Administrator”:
        Wells
        Fargo Bank, N.A. in its capacity as Securities Administrator under this Trust
        Agreement, or its successor in interest in such capacity.

       

      “Securities
        Administrator Fee”:
        With
        respect to any Distribution Date, an amount equal to all income and gain
        realized from the investment of funds in the Certificate Account during the
        period from and including the Distribution Date immediately preceding such
        Distribution Date, to but excluding such Distribution Date.

       

      “Seller”:
        Each
        of Countrywide, IndyMac, PHH, and Wells Fargo Bank.

       

      “Senior
        Certificates”:
        Collectively, the Class 1A1, Class 1A2, Class 2A1, Class 2A2, Class 3A1,
        Class
        3A2, Class 4A1, Class 4A2, Class 5A1A, Class 5A1B, Class 5A2, Class 6A1,
        Class
        6A2, Class R and Class RC Certificates.

       

      “Senior
        Liquidation Amount”:
        For
        any Distribution Date and any Loan Group, shall equal the aggregate, for
        each
        Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during
        the calendar month preceding the month of that Distribution Date, of the
        lesser
        of (i) the applicable Senior Percentage of the Scheduled Principal Balance
        of that Mortgage Loan and (ii) the applicable Senior Prepayment Percentage
        of the Liquidation Principal derived from such Mortgage Loan.

       

      “Senior
        Percentage”:
        For
        any Distribution Date and any Loan Group, shall equal the lesser of
        (a) 100% and (b) the sum of the Class Principal Balances (immediately
        before such Distribution Date) of the Senior Certificates related to such
        Loan
        Group, divided by the
        aggregate Scheduled Principal Balance of the Mortgage Loans in such Loan
        Group
        as of the beginning of the Due Period related to such Distribution
        Date.

       

      “Senior
        Prepayment Amount”:
        For
        any Distribution Date and any Loan Group, the product of (i) the applicable
        Senior Prepayment Percentage and (ii) the Principal Prepayment Amount for
        such Loan Group received during the related Prepayment Period.

       

      “Senior
        Prepayment Percentage”:
        For
        each Distribution Date and any Loan Group, the applicable Senior Percentage
        for
        such Distribution Date, plus
        the
        percentage of the Subordinate Percentage for the applicable Loan Group or
        Loan
        Groups identified below for the period during which such Distribution Date
        occurs:

       

      



      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


      
        	
                Distribution
                  Date

              	 	
                Percent
                  of Applicable

                Subordinate
                  Percentage

              
	
                June
                  2007 through May 2014

              	 	
                100%

              
	 	 	 
	
                June
                  2014 through May 2015

              	 	
                70%

              
	 	 	 
	
                June
                  2015 through May 2016

              	 	
                60%

              
	 	 	 
	
                June
                  2016 through May 2017

              	 	
                40%

              
	 	 	 
	
                June
                  2017 through May 2018

              	 	
                20%

              
	 	 	 
	
                June
                  2018 and thereafter

              	 	
                0%

              


      

       

      provided,
        however,
        that,
        (i) on any Distribution Date, if the Senior Percentage for any Loan Group
        for
        such Distribution Date exceeds the initial Senior Percentage of such Loan
        Group
        as of the Closing Date, then the Senior Prepayment Percentage for such Loan
        Group and that Distribution Date shall equal 100%; (ii) if before the
        Distribution Date in February 2010, (x) the combined Subordinate Percentage
        for all Loan Groups for such Distribution Date is greater than or equal to
        twice
        the combined Subordinate Percentage as of the Closing Date and (y) the
        aggregate amount of Realized Losses realized on the Mortgage Loans in all
        Loan
        Groups is less than or equal to 20% of the initial aggregate Class Principal
        Balance of the Subordinate Certificates, then the Senior Prepayment Percentage
        for such Loan Group for such Distribution Date shall equal the Senior Percentage
        for the such Loan Group plus 50% of the Subordinate Percentage for that
        Distribution Date; and (iii) if on or after the Distribution Date in
        February 2010, (x) the Subordinate Percentage for all Loan Groups for such
        Distribution Date is greater than or equal to twice the combined Subordinate
        Percentage as of the Closing Date and (y) the aggregate amount of Realized
        Losses realized on the Mortgage Loans in all Loan Groups is less than or
        equal
        to 30% of the initial aggregate Class Principal Balance of the Subordinate
        Certificates, then the Senior Prepayment Percentage for each Loan Group for
        such
        Distribution Date shall equal the Senior Percentage for such Loan Group for
        such
        Distribution Date; and provided,
        further,
        that if
        the Delinquency/Loss Test is not satisfied for any Loan Group as of the
        respective Distribution Date, the Subordinate Percentage for such Loan Group
        used to calculate the Senior Prepayment Percentage for the related Distribution
        Date shall equal 100%. If on any Distribution Date the allocation to the
        Senior
        Certificates in the percentage required would reduce the sum of the Class
        Principal Balances of the Senior Certificates related to a Loan Group below
        zero, the Senior Prepayment Percentage for such Distribution Date and such
        Loan
        Group shall be limited to the percentage necessary to reduce such sum to
        zero.

       

      “Senior
        Principal Distribution Amount”:
        For
        each Distribution Date and each Loan Group, the sum of: (i) the applicable
        Senior Percentage of the Principal Payment Amount for such Loan Group, (ii)
        the
        applicable Senior Prepayment Percentage of the Principal Prepayment Amount
        for
        such Loan Group, (iii) the Senior Liquidation Amount for such Loan Group,
        (iv)
        Crossover Amounts (allocable to principal), if any, received from the other
        Loan
        Groups and (v) the applicable Senior Prepayment Percentage of any Subsequent
        Recoveries, with respect to the Mortgage Loans in such Loan
        Group.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


       

      “Senior
        Subordinate Certificates”:
        The
        Class B1, Class B2 and Class B3 Certificates.

       

      “Senior
        Support Certificates”:
        The
        Class 1A2, Class 2A2, Class 3A2, Class 4A2, Class 5A2 (in respect of the
        Class
        5A2A and Class 5A2B Components thereof) and Class 6A2 Certificates.

       

      “Servicer”:
        Each
        of Countrywide Servicing, IndyMac, National City, PHH and Wells Fargo
        Bank.

       

      “Servicing
        Fee”:
        With
        respect to each Distribution Date and each Mortgage Loan, the aggregate amount
        payable to the Servicer with respect to such Mortgage Loan, which amount
        payable
        is equal to one-twelfth of the applicable Servicing Fee Rate multiplied by
        the
        Scheduled Principal Balance of such Mortgage Loan as of the beginning of
        the Due
        Period related to such Distribution Date.

       

      “Servicing
        Fee Rate”:
        For
        each Mortgage Loan, the applicable per annum rate listed on the Mortgage
        Loan
        Schedule.

       

      “Special
        Hazard Coverage”:
        For
        each Distribution Date, an amount equal to the greater of (i) the greatest
        of (A) the aggregate Scheduled Principal Balance of Mortgage Loans related
        to Mortgaged Properties located in the single California zip code area with
        the
        largest aggregate Scheduled Principal Balance of related Mortgage Loans,
        (B) 0.61% of the aggregate Scheduled Principal Balance of Mortgage Loans
        and (C) twice the Scheduled Principal Balance of the largest single
        Mortgage Loan, in each case calculated as of the Due Date in the immediately
        preceding month (or, in the case of the first Distribution Date, as of the
        Cut-Off Date); and (ii) $13,276,432,
        minus
        (iii) the aggregate amount of Special Hazard Losses allocated to the
        Certificates on or prior to such Distribution Date; provided,
        however,
        that, in
        no event may the Special Hazard Coverage be less than zero.

       

      “Special
        Hazard Loss”:
        Any
        loss on a Mortgage Loan resulting from (i) damage to the related Mortgaged
        Property caused by certain hazards (including earthquakes and, to a limited
        extent, tidal waves and related water damage) not insured against under the
        standard form of hazard insurance policy for the state in which the related
        Mortgaged Property is located or under a flood insurance policy if the Mortgaged
        Property is located in a federally designated flood area, or (ii) the
        application of the coinsurance clause contained in such hazard insurance
        policy;
provided,
        however,
        that
        Special Hazard Losses shall not include losses caused by war, civil
        insurrection, action taken by governmental authority in hindering, combating
        or
        defending against an actual, impending or expected attack, errors in design,
        faulty workmanship or materials (unless the collapse of the property or a
        part
        thereof ensues, and then only the ensuing loss shall be considered a Special
        Hazard Loss), nuclear reaction, flood (if the Mortgaged Property is located
        in a
        federally designated flood area) and chemical contamination.

       

      “Special
        Losses”:
        Bankruptcy Losses, Fraud Losses or Special Hazard Losses. 

       

      “Standard
        Terms”:
        The
        Standard Terms to Master Servicing and Trust Agreement May 2007 Edition,
        incorporated by reference in the Trust Agreement.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


       

      “Step
        1
        Assignment Agreements”:
        Each
        of (1) Assignment, Assumption and Recognition Agreement dated as of May 1,
        2007,
        among GSMC, as assignor, the Depositor, as assignee, and Countrywide Servicing,
        as servicer; (2) Assignment, Assumption and Recognition Agreement dated as
        of
        May 1, 2007, among GSMC, as assignor, the Depositor, as assignee, and
        Countrywide, as seller; (3) Assignment, Assumption and Recognition Agreement
        dated as of May 1, 2007, among GSMC, as assignor, the Depositor, as assignee,
        and IndyMac, as seller and servicer; (4) the Assignment, Assumption and
        recognition Agreement dated as of May 1, 2007, among GSMC, as assignor, the
        Depositor, as assignee, and PHH, as seller and servicer and (5) the Assignment,
        Assumption and Recognition Agreement dated as of May 1, 2007, among GSMC,
        as
        assignor, the Depositor, as assignee, and Wells Fargo Bank, as seller and
        servicer.

       

      “Step
        2
        Assignment Agreements”:
        Each
        of (1) Assignment, Assumption and Recognition Agreement dated as of May 1,
        2007,
        among the Depositor, as assignor, the Trustee, as assignee, Countrywide
        Servicing, as servicer, and Countrywide, as seller; (2) Assignment,
        Assumption and Recognition Agreement dated as of May 1, 2007, among the
        Depositor, as assignor, the Trustee, as assignee, and Indymac, as seller
        and
        servicer; (3) the Assignment, Assumption and Recognition Agreement dated
        as of
        May 1, 2007 among the Depositor, as assignor, the Trustee, as assignee, and
        PHH,
        as seller and servicer and (4) Assignment, Assumption and Recognition
        Agreement dated as of May 1, 2007, among the Depositor assignor, the Trustee,
        as
        assignee, and Wells Fargo Bank, as seller and servicer.

       

      “Subordinate
        Certificates”:
        The
        Class B Certificates.

       

      “Subordinate
        Percentage”:
        For
        any Distribution Date and any Loan Group, (x) 100%, minus
        (y) the
        Senior Percentage for such Loan Group.

       

      “Subordinate
        Principal Distribution Amount”:
        For
        any Distribution Date and any Loan Group, (x) the sum, for such Loan Group,
        of the Principal Payment Amount, the Principal Prepayment Amount and the
        Liquidation Principal, minus
        (y) the Senior Principal Distribution Amount for such Loan Group,
minus
        (z)
        Crossover Amounts, if any, allocable to principal paid to the Senior
        Certificates related to the other Loan Group.

       

      “Subordination
        Levels”:
        With
        respect to any Class of Subordinate Certificates on any specified date, the
        percentage obtained by dividing the sum of the Class Principal Balances of
        all
        Classes of Subordinate Certificates that are subordinate to that Class by
        the
        sum of the Class Principal Balances of all Classes of Certificates as of
        such
        date, before giving effect to distributions and allocations of Realized Losses
        to the Certificates on such date.

       

      “Subsequent
        Recoveries”:
        With
        respect to any Distribution Date and any Mortgage Loan, amounts received
        in
        respect of principal on such Mortgage Loan during the related Prepayment
        Period
        which have previously been allocated as a Realized Loss, Special Loss or
        Excess
        Special Loss to a Class of Certificates.

       

      “Super
        Senior Certificates”:
        The
        Class 1A1, Class 2A1, Class 3A1, Class 4A1, Class 5A1 and Class 6A1
        Certificates.

       

      “Trust
        Agreement”:
        This
        Master Servicing and Trust Agreement dated as of May 1, 2007, which incorporates
        by reference the Standard Terms. Any references in any documents required
        hereunder, including references in documents within the Trustee Mortgage
        Loan
        File, to a Trust Agreement dated as of May 1, 2007 shall be deemed to refer
        to
        this Trust Agreement.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


       

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

       

      “Trustee”:
        Deutsche Bank National Trust Company, not in its individual capacity but
        solely
        as Trustee under this Trust Agreement, or its successor in interest in such
        capacity, or any successor trustee appointed as herein provided.

       

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

       

      “WFB
        Custodian”:
        Wells
        Fargo Bank, N.A., or any successor in interest.

       

      ARTICLE
        II


       

      FORMATION
        OF TRUST; CONVEYANCE OF MORTGAGE LOANS

       

      Section
        2.01 Conveyance
        to the Trustee To
        provide for the distribution of the principal of and interest on the
        Certificates in accordance with their terms, all of the sums distributable
        under
        this Trust Agreement with respect to the Certificates and the performance
        of the
        covenants contained in this Trust Agreement, the Depositor hereby bargains,
        sells, conveys, assigns and transfers to the Trustee, in trust, without recourse
        and for the exclusive benefit of the Holders, all of the Depositor’s right,
        title and interest in and to any and all benefits accruing to the Depositor
        from: (a) the Mortgage Loans listed on each of Schedule
        I
        hereto,
        the related Trustee Mortgage Loan Files, and all Scheduled Payments due thereon
        after the Cut-Off Date and all principal prepayments collected with respect
        to
        the Mortgage Loans and paid by a Borrower on or after the Cut-Off Date, and
        proceeds of the conversion, voluntary or involuntary, of the foregoing;
        (b) the Sale and Servicing Agreements (other than GSMC’s rights to
        indemnification thereunder, which were retained by GSMC under the applicable
        Step 1 Assignment Agreements), as they relate to the Mortgage Loans;
        (c) the Custodial Agreements, as they relate to the Mortgage Loans;
        (d) the Assignment Agreements; (e) the REMIC I Distribution Account,
        the REMIC II Distribution Account, the Master Servicer Account, the Certificate
        Account and the Collection Accounts, as they relate to the Mortgage Loans
        and
        (f) proceeds of all of the foregoing (including, without limitation, all
        amounts, other than investment earnings, from time to time held or invested
        in
        the Collection Account, the REMIC I Distribution Account, the REMIC II
        Distribution Account and the Certificate Account, whether in the form of
        cash,
        instruments, securities or other property, all proceeds of any mortgage
        insurance, mortgage guarantees, hazard insurance, or title insurance policy
        relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable,
        notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights
        to
        payment of any and every kind, and other forms of obligations and receivables,
        which at any time constitute all or part or are included in the proceeds
        of any
        of the foregoing) to pay the Certificates as specified herein (items (a)
        through
        (f) above shall be collectively referred to herein as the “Trust
        Estate”).

       

      The
        foregoing sale, transfer, assignment, set-over and conveyance does not and
        is
        not intended to result in the creation of an assumption by the Trustee of
        any
        obligation of the Depositor, the Seller or any other person in connection
        with
        the Mortgage Loans, the Sale and Servicing Agreements, the Assignment Agreements
        or under any agreement or instrument relating thereto except as specifically
        set
        forth herein.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


       

      It
        is the
        policy and intention of the Trust that none of the mortgage loans included
        in
        the Trust is (i) a “High Cost Home Loan” as defined in the New Jersey Home
        Ownership Act effective November 27, 2003, (ii) a “High Cost Home Loan” as
        defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
        (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory
        Home Loan Practices Act effective November 7, 2004, (iv) a “High Cost Home Loan”
as defined in the Indiana Home Loan Practices Act effective January 1, 2005,
        or
        (v) a “High Cost Home Loan” as defined in the Illinois High Risk Home Loan Act
        effective January 1, 2004.

       

      Section
        2.02 Acceptance
        by the Trustee. By
        its
        execution of this Trust Agreement, the Trustee acknowledges and declares
        that it
        holds and will hold or has agreed to hold (in each case through the applicable
        Custodian) all documents delivered to any such person from time to time with
        respect to the Mortgage Loans and all assets included in the definition of
        “Trust
        Estate”
herein
        in trust for the exclusive use and benefit of all present and future Holders.
        The Trustee has not created and will not create, and no Responsible Officer
        of
        the Trustee has any actual knowledge or has received actual notice of, any
        interest in the Trust Estate contrary to the interests created by the Trust
        Agreement. The Trustee has not entered, nor intends to enter, into any
        subordination agreement or intercreditor agreement with respect to any asset
        included in the Trust Estate. The Trustee is hereby directed to execute and
        deliver, solely in its capacity as Trustee, the Step 2 Assignment
        Agreements.

       

      Section
        2.03 REMIC
        Elections and REMIC Designation. 

       

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


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


       

      (a) REMIC
        I Designation.
        

       

      The
        pass-through rate with respect to the Class I-1B Interest and Class I-1Q
        Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
        1.
        The pass-through rate with respect to the Class I-2B Interest and Class I-2Q
        Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
        2.
        The pass-through rate with respect to the Class I-3B Interest and Class I-3Q
        Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
        3.
        The pass-through rate with respect to the Class I-4B Interest and Class I-4Q
        Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
        4.
        The pass-through rate with respect to the Class I-5AB Interest and Class
        I-5AQ
        Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
        5A.
        The pass-through rate with respect to the Class I-5BB Interest and Class
        I-5BQ
        Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
        5B.
        The pass-through rate with respect to the Class I-6B Interest and Class I-6Q
        Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
        6.

       

      As
        of the
        Closing Date and any date of determination, (i) the principal balance
        of the Class I-1B Interest shall equal 0.10% of the Group Subordinate Amount
        for
        Loan Group 1;
        (ii) the
        principal balance
        of the Class I-2B Interest shall equal 0.10% of the Group Subordinate Amount
        for
        Loan Group 2; (iii)
        the
        principal balance of the Class I-3B Interest shall equal 0.10% of the Group
        Subordinate Amount for Loan Group 3; (iv) the principal balance of the Class
        I-4B Interest shall equal 0.10% of the Group Subordinate Amount for Loan
        Group
        4; (v) the principal balance of the Class I-5AB Interest shall equal 0.10%
        of
        the Group Subordinate Amount for Loan Group 5A; (vi) the principal balance
        of
        the Class I-5BB Interest shall equal 0.10% of the Group Subordinate Amount
        for
        Loan Group 5B; and (vii) the principal balance of the Class I-6B Interest
        shall
        equal 0.10% of the Group Subordinate Amount for Loan Group 6.

       

      As
        of the
        Closing Date and any date of determination, (i) the principal balance of
        the
        Class I-1Q Interest shall equal the excess of the aggregate Scheduled Principal
        Balance of the Group 1 Loans as of the end of the related Prepayment Period
        over
        the principal balance of the Class I-1B Interest, (ii) the principal balance
        of
        the Class I-2Q Interest shall equal the excess of the aggregate Scheduled
        Principal Balance of the Group 2 Loans as of the end of the related Prepayment
        Period over the principal balance of the Class I-2B Interest, (iii) the
        principal balance of the Class I-3Q Interest shall equal the excess of the
        aggregate Scheduled Principal Balance of the Group 3 Loans as of the end
        of the
        related Prepayment Period over the principal balance of the Class I-3B Interest,
        (iv) the principal balance of the Class I-4Q Interest shall equal the excess
        of
        the aggregate Scheduled Principal Balance of the Group 4 Loans as of the
        end of
        the related Prepayment Period (less $100 allocable to the Class RC Certificates
        until paid pursuant to Section 3.01(a)(iv)) over the principal balance of
        the
        Class I-4B Interest, (v) the principal balance of the Class I-5AQ Interest
        shall
        equal the excess of the aggregate Scheduled Principal Balance of the Group
        5A
        Loans as of the end of the related Prepayment Period over the principal balance
        of the Class I-5AB Interest, (vi) the principal balance of the Class I-5BQ
        Interest shall equal the excess of the aggregate Scheduled Principal Balance
        of
        the Group 5B Loans as of the end of the related Prepayment Period over the
        principal balance of the Class I-5BB Interest and (vii) the principal balance
        of
        the Class I-6Q Interest shall equal the excess of the aggregate Scheduled
        Principal Balance of the Group 6 Loans as of the end of the related Prepayment
        Period over the principal balance of the Class I-6B Interest. 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      On
        each
        Distribution Date, prior to distributions on the Certificates as provided
        in
        Section 3.01(a): (i) the Available Distribution Amount (without regard to
        clause
        (1)(g) of the definition thereof) from Loan Group 1 shall be deemed distributed
        to the Class I-1B Interest and Class I-1Q Interest, (ii) the Available
        Distribution Amount (without regard to clause (1)(g) of the definition thereof)
        from Loan Group 2 shall be deemed distributed to the Class I-2B Interest
        and
        Class I-2Q Interest, (iii) the Available Distribution Amount (without regard
        to
        clause (1)(g) of the definition thereof) from Loan Group 3 shall be deemed
        distributed to the Class I-3B Interest and Class I-3Q Interest, (iv) the
        Available Distribution Amount (without regard to clause (1)(g) of the definition
        thereof) from Loan Group 4 (other than amounts paid to the Class RC Certificates
        pursuant to Section 3.01) shall be deemed distributed to the Class I-4B Interest
        and Class I-4Q Interest, (v) the Available Distribution Amount (without regard
        to clause (1)(g) of the definition thereof) from Loan Group 5A shall be deemed
        distributed to the Class I-5AB Interest and Class I-5AQ Interest, (vi) the
        Available Distribution Amount (without regard to clause (1)(g) of the definition
        thereof) from Loan Group 5B shall be deemed distributed to the Class I-5BB
        Interest and Class I-5BQ Interest and (vii) the Available Distribution Amount
        (without regard to clause (1)(g) of the definition thereof) from Loan Group
        6
        shall be deemed distributed to the Class I-6B Interest and Class I-6Q
        Interest.

       

      Distributions
        of principal shall be made, and Realized Losses shall be allocated:

       

      (i) first,
        to
        the Class I-1B Interest, Class I-2B Interest, Class I-3B Interest, Class
        I-4B
        Interest, Class I-5AB Interest, Clas I-5BB Interest and Class I-6B Interest,
        each from the related Loan Group, so that the principal balance
        for each such interest (computed to at least eight decimal places) is equal
        to
0.10%
        of
        the Group Subordinate Amount for the related Loan Group; provided
        however,
        if
        any such amount is a larger number than in the preceding distribution period,
        the least amount of principal shall be distributed or losses shall be allocated
        to the Class I-1B Interest, Class I-2B Interest, Class I-3B Interest, Class
        I-4B
        Interest, Class I-5AB Interest, Class I-5BB Interest and Class I-6B Interest,
        as
        applicable, such that the REMIC I Subordinated
        Balance
        Ratio is maintained; and

       

      (ii) second,
        any remaining amounts of principal shall be distributed and losses shall
        be
        allocated from the related Loan Group to the Class I-1Q Interest, Class I-2Q
        Interest,
        Class I-3Q Interest, Class I-4Q Interest, Class 1-5AQ Interest, Class I-5BQ
        Interest and Class I-6Q Interest, respectively.

       

      (b) REMIC
        II Designation.
        

       

      The
        Trust
        shall issue each of the following Classes of Certificates, each of which
        shall
        have the following Certificate Rates and initial Class Principal Balances
        and
        shall evidence ownership of a regular interest in REMIC II except to the
        extent
        provided below:


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


       

      


      
        	
                Class
                  of

                Certificates

              	 	
                Initial
                  Class 

                Principal
                  Balance

              	 	
                Initial

                Certificate
                  Rate

              
	
                Class
                  1A1

              	 	
                $419,625,000

              	 	
                (2)

              
	
                Class
                  1A2

              	 	
                $
                  24,143,000

              	 	
                (2)

              
	
                Class
                  2A1

              	 	
                $231,612,000

              	 	
                (3)

              
	
                Class
                  2A2

              	 	
                $
                  8,717,000

              	 	
                (3)

              
	
                Class
                  3A1

              	 	
                $
                  68,220,000

              	 	
                (4)

              
	
                Class
                  3A2

              	 	
                $
                  2,568,000

              	 	
                (4)

              
	
                Class
                  4A1

              	 	
                $
                  43,565,000

              	 	
                (5)

              
	
                Class
                  4A2

              	 	
                $
                  1,640,000

              	 	
                (5)

              
	
                Class
                  5A1A

              	 	
                $
                  56,036,000

              	 	
                (6)

              
	
                Class
                  5A1B

              	 	
                $317,896,000

              	 	
                (7)

              
	
                Class
                  5A2(1)

              	 	
                $
                  14,073,000

              	 	
                (8)

              
	
                Class
                  6A1

              	 	
                $
                  89,703,000

              	 	
                (9)

              
	
                Class
                  6A2

              	 	
                $
                  3,376,000

              	 	
                (9)

              
	
                Class
                  B1

              	 	
                $
                  19,916,000

              	 	
                (10)

              
	
                Class
                  B2

              	 	
                $
                  9,293,000

              	 	
                (10)

              
	
                Class
                  B3

              	 	
                $
                  5,311,000

              	 	
                (10)

              
	
                Class
                  B4

              	 	
                $
                  5,310,000

              	 	
                (10)

              
	
                Class
                  B5

              	 	
                $
                  3,983,000

              	 	
                (10)

              
	
                Class
                  B6

              	 	
                $
                  2,656,049

              	 	
                (10)

              
	
                Class
                  R

              	 	
                $
                  100

              	 	
                (11)

              
	
                Class
                  RC

              	 	
                $
                  100

              	 	
                (12)

              


      

      


       

      
        	
                (1)

              	
                As
                  described herein, the Class 5A2 Certificates will be issued in
                  two
                  Components: the Class 5A2A Component and the Class 5A2B Component.
                  The
                  Components are not severable.

              


      

       

      
        	
                (2)

              	
                For
                  each Distribution Date, the Certificate Rate for the Class 1A1
                  and Class
                  1A2 Certificates shall equal a per annum rate equal to the Net
                  WAC Rate
                  for Loan Group 1.

              


      

       

      
        	
                (3)

              	
                For
                  each Distribution Date, the Certificate Rate for the Class 2A1 and
                  Class 2A2 Certificates shall equal a per annum rate equal to the
                  Net WAC
                  Rate for Loan Group 2.

              


      

       

      
        	
                (4)

              	
                For
                  each Distribution Date, the Certificate Rate for the Class 3A1 and
                  Class 3A2 Certificates shall equal a per annum rate equal to the
                  Net WAC
                  Rate for Loan Group 3.

              


      

       

      
        	
                (5)

              	
                For
                  each Distribution Date, the Certificate Rate for the Class 4A1
                  and Class
                  4A2 Certificates shall equal a per annum rate equal to the Net
                  WAC Rate
                  for Loan Group 4. 

              


      

       

      
        	
                (6)

              	
                For
                  each Distribution Date, the Certificate Rate for the Class 5A1A
                  Certificates shall equal a per annum rate equal to the Net WAC
                  Rate for
                  Loan Group 5A.

              


      

       

      
        	
                (7)

              	
                For
                  each Distribution Date, the Certificate Rate for the Class 5A1B
                  Certificates shall equal a per annum rate equal to the Net WAC
                  Rate for
                  Loan Group 5B.

              


      

       

      
        	
                (8)

              	
                For
                  each Distribution Date, the Certificate Rate for the Class 5A2
                  Certificates shall equal a per annum rate equal to the weighted
                  average of
                  the Component Interest Rates for the Class 5A2A and Class 5A2B
                  components,
                  weighted on the basis of their respective Component Principal Balances.
                  

              


      

       

      
        	
                (9)

              	
                For
                  each Distribution Date the Certificate Rate for the Class 6A1 and
                  Class 6A2 Certificates shall equal a per annum rate equal to the
                  Net WAC
                  Rate for Loan Group 6.

              


      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


       

      
        	
                (10)

              	
                For
                  each Distribution Date, the Certificate Rate for the Class B1,
                  Class B2,
                  Class B3, Class B4, Class B5 and Class B6 Certificates will equal
                  a per
                  annum rate equal to the weighted average of the Net WAC Rates for
                  Loan
                  Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5A,
                  Loan Group 5B and Loan Group 6, weighted on the basis of the related
                  Group
                  Subordinate Amounts.

              


      

       

      
        	
                (11)

              	
                For
                  each Distribution Date, the Certificate Rate for the Class R Certificates
                  shall equal a per annum rate equal to the Net WAC Rate for Loan
                  Group 4.
                  The Class R Certificates represent beneficial ownership of the
                  sole class
                  of residual interest in REMIC II.

              


      

       

      
        	
                (12)

              	
                For
                  each Distribution Date, the Certificate Rate for the Class RC Certificates
                  shall equal a per annum rate equal to the Net WAC Rate for Loan
                  Group 4.
                  The Class RC Certificates represent the sole class of residual
                  interests
                  in REMIC I.

              


      

       

      (c) REMIC
        Final Scheduled Distribution.
        The
“latest possible maturity date” for each REMIC and each Class of Certificates
        and REMIC Regular Interests is the 36th Distribution Date following the latest
        stated maturity date of any Mortgage Loan included in the Trust as of the
        Closing Date.

       

      ARTICLE
        III


       

      REMITTING
        TO CERTIFICATEHOLDERS

       

      Section
        3.01 Distributions
        to Certificateholders. 

       

      (a) Distributions.
        In
        accordance with Section 3.01(d) of the Standard Terms and subject to the
        exceptions set forth below, on each Distribution Date, the Securities
        Administrator shall withdraw the aggregate Available Distribution Amount
        (less
        any amounts withdrawn pursuant to Section 3.01(a)(iv) of the Standard Terms)
        for
        Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group 5A, Loan
        Group 5B and Loan Group 6 and shall distribute it in the following manner
        and
        order of priority:

       

      (i) the
        Available Distribution Amount for Loan Group 1 and such Distribution Date
        shall
        be distributed in the following order of priority:

       

      (A) first
        (based
        on
        the Accrued Certificate Interest thereon for such Distribution Date), to
        the
        Class 1A1 and Class 1A2 Certificates, Accrued Certificate Interest thereon
        for
        such Distribution Date; and

       

      (B) second,
        pro
        rata (based
        on
        their respective Class Principal Balances), to the Class 1A1 and Class 1A2
        Certificates, as principal, in an amount up to the Senior Principal Distribution
        Amount for Loan Group 1 for such Distribution Date, until the Class Principal
        Balance of each such Class has been reduced to zero;

       

      (ii) the
        Available Distribution Amount for Loan Group 2 and such Distribution Date
        shall
        be distributed in the following order of priority:

       

      (A) first,
        pro
        rata (based
        on
        the Accrued Certificate Interest thereon for such Distribution Date), to
        the
        Class 2A1 and Class 2A2 Certificates, Accrued Certificate Interest thereon;
        and


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


       

      (B) second,
        pro
        rata (based
        on
        their respective Class Principal Balances), to the Class 2A1 and Class 2A2
        Certificates, as principal, in an amount up to the Senior Principal Distribution
        Amount for Loan Group 2 for such Distribution Date, until the Class Principal
        Balance of each such Class has been reduced to zero;

       

      (iii) the
        Available Distribution Amount for Loan Group 3 and such Distribution Date
        shall
        be distributed in the following order of priority:

       

      (A) first,
        pro
        rata
        (based
        on the Accrued Certificate Interest thereon for such Distribution Date),
        to the
        Class 3A1 and Class 3A2 Certificates, Accrued Certificate Interest thereon;
        and

       

      (B) second,
        pro
        rata,
        (based
        on their respective Class Principal Balances), to the Class 3A1 and Class
        3A2
        Certificates, as principal, in an amount up to the Senior Principal Distribution
        Amount for Loan Group 3 for such Distribution Date, until the Class Principal
        Balance of each such Class has been reduced to zero;

       

      (iv) the
        Available Distribution Amount for Loan Group 4 and such Distribution Date
        shall
        be distributed as follows:

       

      (A) first,
        pro
        rata
        (based
        on the Accrued Certificate Interest thereon for such Distribution Date),
        to the
        Class R, Class RC, Class 4A1 and Class 4A2 Certificates, Accrued Certificate
        Interest thereon; and

       

      (B) second,
        pro
        rata,
        (based
        on their respective Class Principal Balances), to the Class R, Class RC,
        Class
        4A1 and Class 4A2 Certificates, as principal, in an amount up to the Senior
        Principal Distribution Amount for Loan Group 4 for such Distribution Date,
        until
        the Class Principal Balance of each such Class has been reduced to zero;
        and

       

      (v) the
        Available Distribution Amount for Loan Group 5A and such Distribution Date
        shall
        be distributed as follows:

       

      (A) first,
        pro
        rata
        (based
        on the Accrued Certificate Interest thereon for such Distribution Date),
        to the
        Class 5A1A and Class 5A2 Certificates (in respect of the Class 5A2A Component
        thereof), Accrued Certificate Interest thereon; and

       

      (B) second,
        pro rata,
        (based
        on their respective Class Principal Balances or Component Principal Balance,
        as
        applicable), to the Class 5A1A and Class 5A2 Certificates (in respect of
        the
        Class 5A2A Component thereof), as principal, in an amount up to the Senior
        Principal Distribution Amount for Loan Group 5A for such Distribution Date,
        until the Class Principal Balance (or Component Principal Balance) of each
        such
        Class (or related Component) has been reduced to zero;


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


       

      (vi) the
        Available Distribution Amount for Loan Group 5B and such Distribution Date
        shall
        be distributed as follows:

       

      (A) first,
        pro
        rata
        (based
        on the Accrued Certificate Interest thereon for such Distribution Date),
        to the
        Class 5A1B and Class 5A2 Certificates (in respect of the Class 5A2B Component
        thereof), Accrued Certificate Interest thereon; and

       

      (B) second,
        pro rata,
        (based
        on their respective Class Principal Balances or Component Principal Balance,
        as
        applicable), to the Class 5A1B and Class 5A2 Certificates (in respect of
        the
        Class 5A2B Component thereof), as principal, in an amount up to the Senior
        Principal Distribution Amount for Loan Group 5B for such Distribution Date,
        until the Class Principal Balance (or Component Principal Balance) of each
        such
        Class (or related Component) has been reduced to zero;

       

      (vii) the
        Available Distribution Amount for Loan Group 6 and such Distribution Date
        shall
        be distributed as follows:

       

      (A) first,
        pro
        rata
        (based
        on the Accrued Certificate Interest thereon for such Distribution Date),
        to the
        Class 6A1 and Class 6A2 Certificates, Accrued Certificate Interest thereon;
        and

       

      (B) second,
        pro rata,
        (based
        on their respective Class Principal Balances), to the Class 6A1 and Class
        6A2
        Certificates, as principal, in an amount up to the Senior Principal Distribution
        Amount for Loan Group 6 for such Distribution Date, until the Class Principal
        Balance of each such Class has been reduced to zero;

       

      (b) Subject
        to the exceptions described below, unless the Class Principal Balance of
        a Class
        of Subordinate Certificates has been previously reduced to zero, the portion
        of
        the Available Distribution Amount for all of the Loan Groups in the aggregate
        remaining after making the distributions described above in Section 3.01(a)
        shall be distributed in the following order of priority:

       

      (i) first,
        to
        the Class B1 Certificates, Accrued Certificate Interest thereon for such
        Distribution Date;

       

      (ii) second,
        to the Class B1 Certificates, as principal, their pro rata share (based on
        their
        Class Principal Balance) of the related Subordinate Principal Distribution
        Amount for such Distribution Date, until their Class Principal Balance has
        been
        reduced to zero;

       

      (iii) third,
        to
        the Class B2 Certificates, Accrued Certificate Interest thereon for such
        Distribution Date;

       

      (iv) fourth,
        to the Class B2 Certificates, as principal, their pro rata share (based on
        their
        Class Principal Balance) of the related Subordinate Principal Distribution
        Amount for such Distribution Date, until their Class Principal Balance has
        been
        reduced to zero;


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


       

      (v) fifth,
        to
        the Class B3 Certificates, Accrued Certificate Interest thereon for such
        Distribution Date;

       

      (vi) sixth,
        to
        the Class B3 Certificates, as principal, their pro rata share (based on their
        Class Principal Balance) of the related Subordinate Principal Distribution
        Amount for such Distribution Date, until their Class Principal Balance has
        been
        reduced to zero;

       

      (vii) seventh,
        to the Class B4 Certificates, Accrued Certificate Interest thereon for such
        Distribution Date;

       

      (viii) eighth,
        to the Class B4 Certificates, as principal, their pro rata share (based on
        their
        Class Principal Balance) of the related Subordinate Principal Distribution
        Amount for such Distribution Date, until their Class Principal Balance has
        been
        reduced to zero;

       

      (ix) ninth,
        to
        the Class B5 Certificates, Accrued Certificate Interest thereon for such
        Distribution Date;

       

      (x) tenth,
        to
        the Class B5 Certificates, as principal, their pro rata share (based on their
        Class Principal Balance) of the related Subordinate Principal Distribution
        Amount for such Distribution Date, until their Class Principal Balance has
        been
        reduced to zero;

       

      (xi) eleventh,
        to the Class B6 Certificates, Accrued Certificate Interest thereon for such
        Distribution Date; 

       

      (xii) twelfth,
        to the Class B6 Certificates, as principal, their pro rata share (based on
        their
        Class Principal Balance) of the related Subordinate Principal Distribution
        Amount for such Distribution Date, until their Class Principal Balance has
        been
        reduced to zero; and

       

      (xiii) thirteenth,
        to each Class of Certificates in order of seniority (and among Classes of
        Senior
        Certificates, pro
        rata,
        based
        on the amount of unreimbursed Realized Losses allocated to such Classes),
        up to
        the amount of unreimbursed Realized Losses previously allocated to that Class,
        if any (unless the allocation of Realized Losses has reduced any Class of
        Certificates to zero on a previous Distribution Date, in which case no amounts
        shall be reimbursed to that Class); provided,
        however,
        that
        any amounts distributed pursuant to this paragraph (b)(xiii) shall not cause
        a
        further reduction in the Class Principal Balance of any Class of
        Certificates.

       

      (c) At
        such
        time as all Classes of Certificates have been paid in full and all related
        Realized Losses previously allocated have been reimbursed in full (unless
        the
        allocation of Realized Losses has reduced any Class of Certificates to zero
        on a
        previous Distribution Date, in which case no amounts shall be reimbursed
        to such
        Class), all remaining amounts shall be distributed to the Class R Certificates
        to the extent attributable to REMIC II and to the Class RC Certificates to
        the
        extent attributable to REMIC I.


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


       

      (d) [Reserved].

       

      (e) [Reserved].

       

      (f) [Reserved].

       

      (g) Notwithstanding
        the above, if the Subordination Level for any Class of Subordinate Certificates
        on any Distribution Date is less than the Subordination Level on the Closing
        Date for such Class of Certificates (such Class, the “Affected
        Subordinate Certificates”),
        the
        aggregate portion of the Principal Prepayment Amount otherwise payable on
        such
        Distribution Date to Classes of Subordinate Certificates shall be allocated
        as
        follows:

       

      (i) pro
        rata
        (based
        on their respective Class Principal Balances) to each Class of related
        Subordinate Certificates whose Subordination Level equals or exceeds its
        initial
        Subordination Level and the related Class of Affected Subordinate Certificates
        having the lowest numerical designation, or

       

      (ii) if
        no
        class of related Subordinate Certificates has a Subordination Level equal
        to or
        in excess of its initial Subordination Level, to the related Class of Affected
        Subordinate Certificates having the lowest numerical designation up to an
        amount
        sufficient to restore its Subordination Level to its initial Subordination
        Level, and then to the related Class of Affected Subordinate Certificates
        having
        the next lowest numerical designation, in the same manner.

       

      (h) All
        distributions or allocations made with respect to each Class of Certificates
        on
        each Distribution Date shall be allocated pro
        rata
        among
        the outstanding Certificates of such Class based on the outstanding principal
        balance of each such Certificate. 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)
        with respect to the Regular Certificates, by wire transfer of immediately
        available funds to the account of a Holder at a bank or other entity having
        appropriate facilities therefor, if such Holder shall have so notified the
        Securities Administrator in writing by the Record Date immediately prior
        to such
        Distribution Date and such Holder is the registered owner of Regular
        Certificates with an initial principal amount of at least $1,000,000. The
        Securities Administrator may charge the Holder a fee for any payment made
        by
        wire transfer. Final distribution on the Certificates shall be made only
        upon
        surrender of the Certificates at the offices of the Certificate Registrar
        set
        forth in the notice of such final distribution.

       

      (i) In
        the
        event that the Mortgage Loans are purchased at the election of the Master
        Servicer pursuant to the terms of Section 4.03 hereof and Sections 10.02
        and
        10.03 of the Standard Terms, the Securities Administrator shall remit the
        amount
        of any Fair Market Value Excess with respect to the Mortgage Loans by wire
        transfer of immediately available funds to the Holders of the Class RC
        Certificates in accordance with the instructions of the applicable
        Certificateholder.


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


       

      (j) Any
        amounts remaining in the Certificate Account on any Distribution Date after
        all
        allocations and distributions required to be made by this Trust Agreement
        have
        been made shall be paid to the Holders of the applicable Residual Certificates
        with respect to the related REMIC.

       

      Section
        3.02 Allocation
        of Realized Losses and Shortfalls. (i)
        On
        each Distribution Date, Realized Losses and Special Losses (other than Excess
        Special Losses) realized during the prior calendar month shall be allocated
        to
        reduce the Class Principal Balances of the related Subordinate Certificates
        in
        reverse numerical order, in each case until the Class Principal Balance of
        each
        such Class has been reduced to zero. If the Class Principal Balances of the
        Subordinate Certificates have been reduced to zero, further Realized Losses
        and
        Special Losses shall be allocated to the Senior Certificates related to the
        Loan
        Group in which such Realized Losses or Special Losses occurred, based on
        the
        outstanding Class Principal Balances (or Component Principal Balance, as
        applicable) of such Senior Certificates (or related Components), in each
        case
        until each such Class Principal Balance (or Component Principal Balance,
        as
        applicable) has been reduced to zero; provided,
        however,
        that
        Realized Losses (other than Excess Special Losses) otherwise allocable (A)
        to
        the Class 1A1 Certificates shall first
        be
        allocated to the Class 1A2 Certificates, to reduce the Certificate Balance
        of
        each such Class until such Certificate Balance has been reduced to zero,
        and
thereafter
        such
        Realized Losses shall be allocated to the Class 1A1 Certificates, to reduce
        the
        Certificate Balance of such Class until such Certificate Balance has been
        reduced to zero, (A) to the Class 2A1 Certificates shall first
        be
        allocated to the Class 2A2 Certificates, to reduce the Certificate Balance
        of
        each such Class until such Certificate Balance has been reduced to zero,
        and
thereafter
        such
        Realized Losses shall be allocated to the Class 2A1 Certificates, to reduce
        the
        Certificate Balance of such Class until such Certificate Balance has been
        reduced to zero, (B) to the Class 3A1 Certificates shall first
        be
        allocated to the Class 3A2 Certificates, to reduce the Certificate Balance
        of
        such Class until such Certificate Balance has been reduced to zero, and
thereafter
        such
        Realized Losses shall be allocated to the Class 3A1 Certificates, to reduce
        the
        Certificate Balance of such Class until such Certificate Balance has been
        reduced to zero, (C) to the Class 4A1 Certificates shall first
        be
        allocated to the Class 4A2 Certificates, to reduce the Certificate Balance
        of
        such Class until such Certificate Balance has been reduced to zero, and
thereafter
        such
        Realized Losses shall be allocated to the Class 4A1 Certificates, to reduce
        the
        Certificate Balance of such Class until such Certificate Balance has been
        reduced to zero, (D) to the Class 5A1A Certificates shall first
        be
        allocated to the Class 5A2 Certificates (in respect of the Class 5A2A Component
        thereof), to reduce the Certificate Balance of such Class until such Certificate
        Balance has been reduced to zero, and thereafter
        such
        Realized Losses shall be allocated to the Class 5A1A Certificates, to reduce
        the
        Certificate Balance of such Class until such Certificate Balance has been
        reduced to zero, (E) to the Class 5A1B Certificates shall first
        be
        allocated to the Class 5A2 Certificates (in respect of the Class 5A2B Component
        thereof), to reduce the Certificate Balance of such Class until such Certificate
        Balance has been reduced to zero, and thereafter
        such
        Realized Losses shall be allocated to the Class 5A1B Certificates, to reduce
        the
        Certificate Balance of such Class until such Certificate Balance has been
        reduced to zero and (F) to the Class 6A1 Certificates shall first
        be
        allocated to the Class 6A2 Certificates, to reduce the Certificate Balance
        of
        such Class until such Certificate Balance has been reduced to zero, and
thereafter
        such
        Realized Losses shall be allocated to the Class 6A1 Certificates, to reduce
        the
        Certificate Balance of such Class until such Certificate Balance has been
        reduced to zero.


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


       

      (ii) On
        any
        Distribution Date, any Excess Special Losses realized during the prior calendar
        month shall be allocated, pro
        rata,
        to (x)
        all Classes of Senior Certificates related to the Loan Group in which such
        losses occurred and (y) the related Subordinate Certificates, based on the
        aggregate Class Principal Balance (or Component Principal Balance) of such
        Senior Certificates (or related Components) and the related Group Subordinate
        Amount of the related Subordinate Certificates, respectively.

       

      (iii) Whenever
        Realized Losses, Special Losses or Excess Special Losses are required to
        be
        allocated to a Class of Certificates, the Realized Loss, Special Loss or
        Excess
        Special Loss, as applicable, shall be allocated to Certificates of such Class
        of
        the related Loan Group or Loan Groups, as the case may be, based on their
        respective outstanding principal amounts.

       

      (b) Interest
        Shortfall.
        Notwithstanding anything in the Standard Terms or this Trust Agreement to
        the
        contrary, on each Distribution Date, before any distributions are made on
        the
        Certificates, any Shortfall with respect to any Mortgage Loan shall be allocated
        to reduce the Accrued Certificate Interest on each Class of Senior Certificates
        related to the Loan Group of such Mortgage Loan and each Class of related
        Subordinate Certificates, pro
        rata,
        based
        on the amount of Accrued Certificate Interest otherwise owing to each such
        Class, in the case of the Senior Certificates, and the related Group Subordinate
        Amount, in the case of the Subordinate Certificates, pursuant to clause (i)
        of
        the definition of Accrued Certificate Interest.

       

      (c) Modification
        Losses.
        Notwithstanding anything in the Standard Terms or this Trust Agreement to
        the
        contrary, in the event that the Note Rate on a Mortgage Loan is reduced as
        a
        result of a modification, waiver or amendment of the terms of such Mortgage
        Loan, whether agreed to by any Servicer or resulting from a bankruptcy,
        insolvency or similar proceeding involving the related Borrower, such
        modification, waiver or amendment shall be disregarded for purposes of
        calculating the Certificate Rate on any Class of Certificates. 

       

      (d) Subsequent
        Recoveries.
        With
        respect to any Subsequent Recoveries received with respect to a Mortgage
        Loan,
        such Subsequent Recoveries shall be treated as a principal prepayment. In
        addition, the Class Principal Balance of each Class of Certificates to which
        Realized Losses have been allocated shall be increased, sequentially in the
        order of payment priority, by the amount of Subsequent Recoveries, but not
        by
        more than the amount of Realized Losses previously allocated to reduce the
        Class
        Principal Balance of such Class.

       

      Section
        3.03 Crossover
        Amounts. 

       

      (a) If,
        on
        any Distribution Date, the aggregate Class Principal Balance of the Group
        1,
        Group 2, Group 3, Group 4, Group 5A, Group 5B or Group 6 Certificates exceeds
        the outstanding aggregate principal balance of the Mortgage Loans in the
        related
        Loan Group (such class or classes, the related “Affected
        Senior Certificates”),
        then
        future principal payments otherwise allocable to the Subordinate Certificates
        shall be “crossed over” or used to repay principal of the Affected Senior
        Certificates by increasing the Senior Principal Distribution Amount for the
        Loan
        Group related to the Affected Senior Certificates in an amount equal to the
        lesser of (i) the aggregate amount of principal otherwise payable to the
        Subordinate Certificates on such Distribution Date and (ii) the amount required
        to be paid to the Affected Senior Certificates so that their aggregate Class
        Principal Balance is equal to the outstanding aggregate principal balance
        of the
        Mortgage Loans in the related Loan Group. 


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


       

      (b) In
        addition, if, as a result of rapid prepayments, the aggregate Class Principal
        Balance of the Group 1, Group 2, Group 3, Group 4, Group 5A, Group 5B or
        Group 6
        Certificates has been reduced to zero and such Senior Certificates are retired,
        amounts otherwise distributable as principal on each class of Subordinate
        Certificates shall instead be distributed as principal to the Senior
        Certificates related to the other Loan Groups which remain outstanding, until
        the Class Principal Balances of the Senior Certificates related to such Loan
        Groups have been reduced to zero. In order for the distribution priority
        described in the foregoing sentence to apply on any Distribution Date, it
        must
        also be true that either (a) the related Subordinate Percentage for that
        Distribution Date is less than 200% of such Subordinate Percentage as of
        the
        Cut-Off Date, or (b) the average outstanding principal balance of the Mortgage
        Loans in Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, Loan Group
        5A,
        Loan Group 5B and Loan Group 6 that are delinquent 60 days or more (including
        any such Mortgage Loans in foreclosure or bankruptcy and REO properties)
        during
        the most recent three calendar months as a percentage of the related Subordinate
        Percentage is greater than or equal to 50%.

       

      (c) All
        distributions described in this Section 3.03 shall be made in accordance
        with
        the priorities set forth in Section 3.01.

      


      ARTICLE
        IV

      


      THE
        SECURITIES

       

      Section
        4.01 The
        Certificates. The
        Certificates shall be designated generally as the Mortgage Pass-Through
        Certificates, Series 2007-AR2. The aggregate principal amount of Certificates
        that may be executed and delivered under this Trust Agreement is limited
        to
        $1,327,643,250,
        except
        for Certificates executed and delivered upon registration of transfer of,
        or in
        exchange for, or in lieu of, other Certificates pursuant to Section 5.04
        or 5.06
        of the Standard Terms. On the Closing Date, the Securities Administrator
        shall
        execute, and the Certificate Registrar shall authenticate and deliver Mortgage
        Pass-Through Certificates in the names and amounts and to the Persons as
        directed by the Depositor. The table in Section 2.03(b) sets forth the Classes
        of Certificates and the initial Class Principal Balance for each Class of
        the
        Certificates.

       

      Section
        4.02 Denominations.
        Each
        of
        the Senior Certificates and the Senior Subordinate Certificates (other than
        the
        Residual Certificates) shall be issued in fully-registered, book-entry form
        and
        shall be Book-Entry Certificates. The Senior Certificates (other than the
        Residual Certificates) shall be issued in minimum denominations of $25,000
        initial certificate principal balance each and multiples of $1 in excess
        thereof. The Subordinate Certificates shall be issued in minimum denominations
        of $100,000 initial certificate principal balance each and multiples of $1
        in
        excess thereof. In addition, one certificate of each Class (other than the
        Residual Certificates) may be issued evidencing the sum of an authorized
        denomination thereof and the remainder of the aggregate initial Class Principal
        Balance of such Class. Each Class of Residual Certificates shall be issued
        in
        percentage interests of 99.99% and 0.01%. Each of the Residual Certificates
        and
        the Junior Subordinate Certificates shall be issued in fully-registered,
        certificated form.


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


       

      Section
        4.03 Redemption
        of Certificates. Notwithstanding
        anything to the contrary in Section 10.02 of the Standard Terms, the obligations
        created by the Trust Agreement shall terminate upon payment to the
        Certificateholders of all amounts held in the Collection Account, the
        Certificate Account and the REMIC I Distribution Account, following the earlier
        of: (i) the final payment or other liquidation 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 the Master Servicer, upon request by the Depositor
        (which
        request the Master Servicer shall accommodate at its sole discretion), on
        any
        Distribution 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 the Mortgage Loans as of the Cut-Off Date. Written notice of any
        such
        termination shall be given to each Certificateholder, and the final distribution
        shall be made only upon surrender and cancellation of the Certificates at
        an
        office or agency appointed by the Securities Administrator which will be
        specified in the notice of termination. Any repurchase of the assets of the
        Trust pursuant to this Section 4.03 shall be made at a price equal to the
        Termination Price.

       

      Section
        4.04 Securities
        Laws Restrictions. Each
        of
        the Junior Subordinate Certificates is subject to the restrictions on transfer
        contained in Section 5.05(a) of the Standard Terms. Each of the Residual
        Certificates is subject to Section 5.05(c) of the Standard Terms.

       

      ARTICLE
        V


       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        5.01 Request
        for Opinions.  (a) The
        Depositor hereby requests and authorizes McKee Nelson LLP, as its special
        counsel in this transaction, to issue on behalf of the Depositor such legal
        opinions to the Securities Administrator, Trustee and each Rating Agency
        as may
        be (i) required by any and all documents, certificates or agreements executed
        in
        connection with the Trust, or (ii) requested by the Securities Administrator,
        the Trustee, and Rating Agency or their respective counsels.

       

      (b) The
        Trustee hereby requests and authorizes its counsel to issue on its behalf
        (at
        the expense of the Depositor) such legal opinions to the GSMC as may be required
        by any and all documents, certificates or agreements executed in connection
        with
        the establishment of the Trust and the issuance of the
        Certificates.

       

      Section
        5.02 Schedules
        and Exhibits.  Each
        of
        the Schedules and Exhibits attached hereto or referenced herein are incorporated
        herein by reference as contemplated hereby and by the Standard Terms. Each
        Class
        of Certificates shall be in substantially the form attached hereto, as set
        forth
        in the Exhibit index.

       

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


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


       

      Section
        5.04 Counterparts.
        This
        Trust Agreement may be executed in any number of counterparts, each of which
        so
        executed shall be deemed to be an original but all of such counterparts shall
        together constitute but one and the same instrument.

       

      Section
        5.05 Notices.
        All
        demands and notices hereunder shall be in writing and shall be deemed to
        have
        been duly given if personally delivered at or mailed by first class mail,
        postage prepaid, or by express delivery service, to (a) in the case of the
        Depositor, 85 Broad Street, New York, New York 10004, Attention: President
        (telecopy number (212) 902-3000 and email addresses: howard.altarescu@gs.com
        and
        melkizedeck.okudo@gs.com) or such other address, telecopy number or email
        address as may hereafter be furnished to each party to the Trust Agreement
        in
        writing by the Depositor, (b) in the case of the Securities Administrator,
        Sixth
        Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate
        Trust Group (GSR 2007-AR2) or such other address or telecopy number as may
        hereafter be furnished to each party to the Trust Agreement in writing by
        the
        Securities Administrator (c) in the case of the Trustee, Deutsche
        Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana, CA
        92705-4934, Attention: GSR 2007-AR2, Facsimile:
        (714) 247-6478, with a copy to the Corporate Trust Office, or
        such
        other address, telecopy number or email may hereafter be furnished to each
        party
        to the Trust Agreement in writing by the Trustee, and (d) in the case of
        the
        Master Servicer, Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland
        21046,
        Attention: Client Manager (GSR 2007-AR2) (or in the case of overnight
        deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045), Telephone:
        (410)
        884-2000, Facsimile: (410) 715-2380. The addresses of the rating agencies
        required to be stated herein pursuant to Section 11.08(c) of the Standard
        Terms
        are Standard & Poor’s Ratings Services, 55 Water Street, 40th
        Floor,
        New York, New York 10041 and Fitch Ratings, One
        State Street Plaza, New York, New York 10004.

       

      [Signature
        page follows]


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer, the Securities
        Administrator and the Custodians have caused this Trust Agreement to be duly
        executed by their respective officers thereunto duly authorized and their
        respective signatures duly attested all as of the day and year first above
        written.

       

      GS
        MORTGAGE SECURITIES CORP.,

      as
        Depositor

       

      By: 
        /s/ Michelle Gill            

      Name:
        Michelle Gill

      Title:
        Vice President

       

       

      WELLS
        FARGO BANK, N.A.,

      as
        Master
        Servicer

       

      By: 
        /s/ Martin Reed            

      Name:
        Martin Reed

      Title:
        Vice President

       

       

      DEUTSCHE
        BANK NATIONAL TRUST 

      COMPANY

      as
        Trustee

       

      By: 
        /s/ Manuel Rivas            

      Name:
        Manuel Rivas

      Title:
        Authorized Signer

       

       

      By: 
        /s/ Ronaldo Reyes            

      Name:
        Ronaldo Reyes

      Title: Vice
        President

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      WELLS
        FARGO BANK, N.A.,

      as
        Securities Administrator

       

      By: 
        /s/ Martin Reed            

      Name:
        Martin Reed

      Title:
        Vice President

       

       

      WELLS
        FARGO BANK, N.A.,

      as
        a
        Custodian

       

      By: 
        /s/ Leigh Taylor            

      Name:
        Leigh Taylor

      Title:
        Vice President

       

      DEUTSCHE
        BANK NATIONAL TRUST 

      COMPANY,

      as
        a
        Custodian

      
         

        By: 
          /s/ Manuel Rivas            

        Name:
          Manuel Rivas

        Title:
          Authorized Signer

      

      
         

        By: 
          /s/ Ronaldo Reyes            

        Name:
          Ronaldo Reyes

        Title: Vice
          President

      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        I


       

      MORTGAGE
        LOANS

       

      [To
        be
        retained in a separate closing binder entitled “GSR 2007-AR2 Mortgage Loan
        Schedules” 

      at
        the
        Washington D.C. Offices of McKee Nelson LLP]


      
        
          
          

        

        
          SCHED
            I-1

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        IA


       

      WELLS
        FARGO BANK, N.A.-CUSTODIED MORTGAGE LOANS

       

      [To
        be
        retained in a separate closing binder entitled “GSR 2007-AR2 Mortgage Loan
        Schedules” 

      at
        the
        Washington D.C. Offices of McKee Nelson LLP]


      
        
          
          

        

        
          SCHED
            IA-1

          
            

          

        

        
          
          

        

      


       

      SCHEDULE
        IB

       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY-CUSTODIED MORTGAGE LOANS

       

      [To
        be
        retained in a separate closing binder entitled “GSR 2007-AR2 Mortgage Loan
        Schedules” 

      at
        the
        Washington D.C. Offices of McKee Nelson LLP]


      
        
          
          

        

        
          SCHED
            IB-1

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        A

       

      FORMS
        OF CERTIFICATES


      
        
          
          

        

        
          EXHIBIT
            A-1