EXECUTION

     

    THIS
      TRUST AGREEMENT (this “Trust
      Agreement”)
      dated
      as of July 1, 2006, is executed by and among GS MORTGAGE SECURITIES CORP.,
      as
      depositor (the “Depositor”),
      U.S.
      BANK NATIONAL ASSOCIATION, solely in its capacity as trustee pursuant to the
      Underlying Trust Agreement (as defined below) (the “Trustee”)
      and
      WELLS FARGO BANK, N.A., as master servicer (in such capacity, the “Master
      Servicer”)
      and
      securities administrator (in such capacity, the “Securities
      Administrator”).

     

    WITNESSETH

    


    WHEREAS,
      the Trustee, the Master Servicer and the Securities Administrator have entered
      into the Master Servicing and Trust Agreement (the “Underlying
      Trust Agreement”)
      dated
      as of July 1, 2006 together with GS Mortgage Securities Corp., as depositor,
      and
      Deutsche Bank National Trust Company, as custodian, creating and establishing
      GSR Mortgage Loan Trust 2006-7F (the “Underlying
      Trust”);

     

    WHEREAS,
      the Underlying Trust has issued a series of certificates known as the Mortgage
      Pass-Through Certificates, Series 2006-7F (the “REMIC
      Classes”)
      evidencing the entire beneficial interests in the Underlying Trust;

     

    WHEREAS,
      all or a portion of the nine separate Exchange Classes (as defined herein)
      issued hereunder (each representing an undivided beneficial ownership interest
      in the related Exchangeable REMIC Classes (as defined herein)), may be exchanged
      for a proportionate interest in such Exchangeable REMIC Classes in the
      combinations set forth on Appendix A and made a part hereof;

     

    WHEREAS,
      all or a portion of the Exchangeable REMIC Classes may be exchanged for the
      Exchange Classes in the same manner; and

     

    WHEREAS,
      the parties hereto desire to create this Trust to issue the Exchange Classes
      and
      the Exchangeable REMIC Classes subject to the terms and conditions set forth
      herein.

    


    NOW
      THEREFORE, the parties to this Trust Agreement, in the several capacities
      hereinabove set forth, do hereby declare and establish this Trust Agreement
      and
      do hereby undertake and otherwise agree as follows:

    


    ARTICLE
      I


     

    DEFINED
      TERMS

     

    Capitalized
      terms used and not defined herein shall have the respective meanings assigned
      to
      them in the Underlying Trust Agreement and the rules of construction set forth
      therein shall apply hereto. In addition, whenever used in this Trust Agreement,
      the following words and phrases, unless the context otherwise requires, shall
      have the following meanings:

     

    “Aggregate
      Denomination”:
      As to
      any Class and date of determination, the aggregate of the denominations of
      the
      Outstanding Certificates of such Class on such date.

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    “Authorized
      Officer”:
      The
      Chairman of the Board, the President or any Executive Vice President, Senior
      Vice President or Vice President.

     

    “Certificate”:
      A
      grantor trust pass-through security issued hereunder in a book-entry form as
      authorized by this Trust Agreement.

     

    “Certificate
      Registrar”:
      For
      the purposes of this Trust Agreement, the Certificate Registrar appointed
      pursuant to Section 5.04 of the Standard Terms which shall act as Certificate
      Registrar under this Trust Agreement subject to the terms and conditions and
      entitled to the same rights, protections and indemnities set forth in the Trust
      Agreement.

     

    “Class”:
      Each
      Class of Certificates issued or issuable hereunder as set forth in Section
      2.02
      hereto.

     

    “Class
      Balance”:
      With
      respect to any Class of Certificates, at any time, the aggregate of the
      Certificate Balances of all Outstanding Certificates of such Class.

     

    “Class
      Distribution Amount”:
      As to
      each Exchange Class and Distribution Date, an amount equal to the aggregate
      of
      the distributions on such Distribution Date in respect of each Related REMIC
      Class multiplied by a fraction, the numerator of which is equal to the Aggregate
      Denomination of such Related REMIC Class at the close of business on the related
      Record Date and the denominator of which is the Initial Authorized Denomination
      with respect to such Related REMIC Class. As to each Related REMIC Class, the
      sum of (i) the Class Interest Distribution Amount for such Class and (ii) the
      Class Principal Distribution Amount for such Class.

     

    “Class
      Interest Distribution Amount”:
      As to
      each Exchange Class and each Distribution Date, an amount equal to interest
      accrued during the related Interest Accrual Period (computed on the basis of
      a
      360-day year consisting of twelve 30-day months) at the applicable Interest
      Rate
      on the Class Balance or Notional Amount thereof, as applicable, immediately
      prior to such Distribution Date.

     

    “Class
      Principal Distribution Amount”:
      As to
      each Exchange Class and each Distribution Date, an amount as to principal equal
      to (i) the concurrent distribution of principal in respect of each Related
      REMIC
      Class multiplied by (ii) a fraction, the numerator of which is the Aggregate
      Denomination of such Exchange Class and the denominator of which is the Initial
      Authorized Denomination of such Exchange Class.

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Code”:
      The
      Internal Revenue Code of 1986, as amended, including any successor or amendatory
      provisions.

     

    “Combination
      Group”:
      Any
      allowable combination of Certificates as set forth on Appendix A.

    


    “Distribution
      Date”:
      As to
      any Exchange Class, the Distribution Date for the Related REMIC
      Classes.

     

    “Exchangeable
      REMIC Class”
or
      “Exchangeable
      REMIC Certificates”:
      The
Class
      2A-3, Class 2A-5, Class 2A-6, Class 2A-7, Class 2A-10, Class 2A-11, Class 2A-12,
      Class 2A-13, Class 4A-3, Class 4A-4, Class 4A-6, Class 4A-7, Class 4A-8, Class
      4A-9, Class 4A-10, Class 4A-11 and Class 4A-14 Certificates,
      or the
      Certificates of such Class, as the context may require, issued by the Underlying
      Trust in uncertificated form or the certificated pass through interests in
      such
      Classes or Certificates issued hereunder, as applicable.

    


    “Exchange
      Classes”
or
      “Exchange
      Certificates”:
      The
      Class 2A-1, Class 2A-2, Class 2A-4, Class 2A-8, Class 2A-9, Class 4A-2, Class
      4A-5, Class 4A-12 and Class 4A-13 Certificates,
      or the Certificates of each such Class, as the context may require.

    


    “Interest
      Accrual Period”:
      For
      any Distribution Date and Class of Exchange Certificates (other than the Class
      2A-8 Certificates) the calendar month immediately preceding the calendar month
      in which such Distribution Date occurs. For any Distribution Date and the Class
      2A-8 Certificates is the period beginning on and including the 25th day of
      the
      month immediately preceding the month in which such Distribution Date occurs
      and
      ending on and including the 24th day of the month in which such Distribution
      Date occurs. 

    


    “Initial
      Authorized Denomination”:
      With
      respect to any Class and Combination Group, the amount set forth with respect
      to
      such Class and such Combination Group in Appendix A under the heading, “Original
      Balance.”

     

    “Interest
      Rate”:
      With
      respect to each Interest Accrual Period and interest-bearing Related REMIC
      Class, the per annum rate specified or determined pursuant to the Underlying
      Trust Agreement for such Interest Accrual Period. With respect to each Interest
      Accrual Period and Exchange Class, the per annum rate set forth with respect
      to
      such Class in Appendix A under the heading “Class Coupon.” 

     

    “Issue
      Date”:
      June
      30, 2006.

     

    “Outstanding
      Certificate”:
      Any
      Outstanding Exchange Certificate and Outstanding REMIC
      Certificate.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Outstanding
      Exchange Certificate”:
      Any
      Exchange Certificate issued on the Issue Date; provided,
      however,
      that
      upon the exchange of any Exchange Certificate pursuant to Section 2.03 hereof,
      the Exchange Certificate so exchanged shall be deemed no longer to be an
      Outstanding Certificate, and each Exchangeable REMIC Certificate issued in
      exchange therefor shall be deemed to be an Outstanding REMIC
      Certificate.

     

    “Outstanding
      Exchangeable REMIC Certificate”:
      Any
      Exchangeable REMIC Certificate issued on the Issue Date; provided,
      however,
      that
      upon the exchange of any Exchangeable REMIC Certificate pursuant to Section
      2.03
      hereof, the Exchangeable REMIC Certificate so exchanged shall be deemed no
      longer to be an Outstanding Exchangeable REMIC Certificate, and the Exchange
      Certificate issued in exchange therefor shall be deemed to be an Outstanding
      Exchange Certificate.

     

    “Paying
      Agent”:
      For
      the purposes of this Trust Agreement, the Paying Agent appointed pursuant to
      Section 5.08 of the Standard Terms which shall act as Paying Agent under this
      Trust Agreement subject to the same terms and conditions and entitled to the
      same rights, protections and indemnities set forth in the Trust
      Agreement.

     

    “Prospectus”:
      The
      prospectus dated March 31, 2006, as supplemented by a prospectus supplement
      dated July 27, 2006, relating to the GSR Mortgage Loan Trust 2006-7F Mortgage
      Pass-Through Certificates.

     

    “Realized
      Loss Allocation Amount”:
      As to
      each Exchange Class and Distribution Date, an amount equal to the aggregate
      of
      the Realized Losses on such Distribution Date in respect of each Related REMIC
      Class multiplied by a fraction, the numerator of which is equal to the Aggregate
      Denomination of such Related REMIC Class at the close of business on the related
      Record Date and the denominator of which is the Initial Authorized Denomination
      with respect to such Related REMIC Class. 

     

    “Related
      REMIC Class”:
      As to
      any Exchange Class, the Exchangeable REMIC Class included in the related
      Combination Group.”

     

    “Trust”:
      The
      trust created by this Trust Agreement, the corpus of which consists of the
      Trust
      Fund.

     

    “Trust
      Account”:
      As
      defined in Section 3.02 hereof.

     

    “Trust
      Fund”:
      The
      corpus of the trust created by this Trust Agreement, consisting of the Trust
      Account and the uncertificated interests in the Exchangeable REMIC Certificates
      issued by the Underlying Trust and all payments thereon and all rights
      thereunder.

     

    “Underlying
      Trust”:
      GSR
      Mortgage Loan Trust 2006-7F.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    ARTICLE
      II


     

    THE
      TRUST

     

    Section
      2.01. Transfer
      of Exchangeable REMIC Certificates.
      Upon
      the presentation and surrender by any Holder of its Exchangeable REMIC
      Certificates in the appropriate combination as set forth on Appendix A, such
      Holder shall hereunder transfer, assign, set over and otherwise convey to the
      Trustee, all of such Holder’s right, title and interest in and to such
      Exchangeable REMIC Certificates, including all payments of interest thereon
      received after the month of the Issue Date.

     

    U.S.
      Bank, acting in its capacity as Trustee, acknowledges (i) the transfer and
      assignment to it of the uncertificated Exchangeable REMIC Certificates pursuant
      to Section 4.05 of the Underlying Trust Agreement and Section 4(c) of the
      Underwriting Agreement and (ii) any transfer and assignment of certificated
      Exchangeable REMIC Certificates pursuant to the foregoing paragraph, and hereby
      declares that it will hold the same in trust for the Certificateholders on
      the
      terms in this Trust Agreement contained.

     

    Section
      2.02. Certificates.
      The
      Certificates authorized by this Trust Agreement shall consist of
      each Exchange Class and certificated Exchangeable REMIC Class having the
      characteristics specified or determined as described in Appendix A, and
      otherwise shall be subject to the terms and provisions set forth herein.


     

    Section
      2.03. Exchanges.
      Exchange Certificates shall be exchangeable on the books of DTC for Exchangeable
      REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable
      on
      the books of DTC for Exchange Certificates, on and after the Closing Date,
      by
      notice to the Securities Administrator substantially in the form of Exhibit
      I-1
      or Exhibit I-2 hereto or, under the terms and conditions hereinafter set forth
      and otherwise in accordance with the procedures specified in the Underlying
      Trust Agreement.

     

    In
      the
      case of each Combination Group, Certificates of the Classes of Exchangeable
      REMIC Certificates in such Combination Group shall be exchangeable for
      Certificates of the Class of Exchange Certificates related to such Combination
      Group in respective denominations determined based on the proportion that the
      initial Certificate Balances of such Exchangeable REMIC Certificates bear to
      the
      original Certificate Balance of the related Exchange Certificates, as set forth
      in Appendix A. Upon any such exchange the portions of the Exchangeable REMIC
      Certificates designated for exchange shall be deemed cancelled and replaced
      by
      the Exchange Certificate issued in exchange therefor. Correspondingly, Exchange
      Certificates related to a Combination Group may be further designated for
      exchange for Certificates of the Exchangeable REMIC Classes in such Combination
      Group in respective denominations determined based on the proportion that the
      initial Certificate Balances of such Exchangeable REMIC Certificates bear to
      the
      original Certificate Balances of the related Exchange Certificates, as set
      forth
      in Appendix A. There shall be no limitation on the number of exchanges
      authorized pursuant to this Section 2.03, and, except as provided in the
      following paragraph, no fee or other charge shall be payable to the Trustee,
      the
      Securities Administrator or DTC in connection therewith.

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    In
      order
      to effect an exchange of Certificates, the Certificateholder shall notify the
      Securities Administrator in writing or by e-mail at sherri.j.sharps@wellsfargo.com
      or
sean.ralston@wellsfargo.com
      no later
      than two Business Days before the proposed exchange date. The exchange date
      may
      be any Business Day from and including the 25th
      day of
      the month to the second to the last Business Day of the month subject to the
      Securities Administrator’s approval. The notice must be on the
      Certificateholder’s letterhead, carry a medallion stamp guarantee and set forth
      the following information: the CUSIP number of both Certificates to be exchanged
      and Certificates to be received; outstanding Certificate Balance or Notional
      Amount and the Original Certificate Balance or Notional Amount of the
      Certificates to be exchanged; the Certificateholder’s DTC participant number;
      and the proposed exchange date. After receiving the notice, the Securities
      Administrator shall e-mail the Certificateholder with wire payment instructions
      relating to the exchange fee. A notice becomes irrevocable on the second
      Business Day before the proposed exchange date.

    


    Notwithstanding
      any other provision herein set forth, a fee shall be payable to the Securities
      Administrator in connection with each exchange equal to 1/32 of 1% of the
      Certificate Balance (or the notional amount, if no principal balance) of the
      Certificates (other than any Interest Only Certificates) to be exchanged. In
      no
      event, however, shall the fee be less than $2,000 or greater than
      $5,000.

    


    The
      Securities Administrator shall make the first distribution on an Exchange
      Certificate or an Exchangeable REMIC Certificate received in an exchange
      transaction on the Distribution Date in the following month to the
      Certificateholder of record as of the close of business on the last day of
      the
      month of the exchange.

    


    Section
      2.04. Delivery
      of Instruments.
      The
      Securities Administrator shall furnish to each Holder, upon request, copies
      of
      this Trust Agreement, without attachments, applicable to the Certificate(s)
      held
      by such Holder.

     

    ARTICLE
      III


     

    CERTIFICATES;
      DISTRIBUTIONS

     

    Section
      3.01. Issuance
      of Certificates.
      The
      Classes of Certificates shall be issued in book-entry form and shall be
      maintained in the names of the record owners thereof as entries on the books
      of
      DTC. Such Certificates shall be in authorized denominations of $1,000 and
      integral multiples of $1 in excess thereof and may be transferred or pledged
      in
      accordance with and subject to regulations governing use of the book-entry
      system (as the same shall be in effect at the time of any such transfer or
      pledge) and procedures that are followed generally for book-entry
      securities.

     

    Section
      3.02. Trust
      Account.
      On or
      before the Issue Date, the Securities Administrator shall either (i) open
      with a depository institution one or more trust accounts in the name of the
      Trustee on behalf of the Trust Fund that shall collectively be the “Trust
      Account,”
      (ii) in lieu of maintaining any such account or accounts, maintain the
      Trust Account by means of appropriate entries on its books and records
      designating all amounts credited thereto in respect of the Exchangeable REMIC
      Certificates and all investments of any such amounts as being held by it in
      its
      capacity as Securities Administrator for the benefit of the Holders of the
      Certificates or (iii) maintain the Trust Account in the form of any
      combination of accounts or book entries described in clauses (i) and (ii) above.
      Any manner or manners in which the Trust Account is maintained may at any time
      be changed without notice to, or the approval of Holders of, the Certificates
      so
      long as funds held in the Trust Fund by, or for the account of, the Securities
      Administrator shall at all times be identified. To the extent that the Trust
      Account is maintained by the Securities Administrator in the manner provided
      for
      in clause (ii) above, all references herein to deposits and withdrawals from
      the
      Trust Account shall be deemed to refer to credits and debits to the related
      books of the Securities Administrator.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    The
      Securities Administrator shall deposit in the Trust Account all distributions
      in
      respect of the Exchangeable REMIC Certificates received by it as Securities
      Administrator hereunder. All such distributions deposited from time to time
      in
      the Trust Account and all investments made with such moneys, including all
      income or other gain from such investments, shall be held by the Securities
      Administrator in the Trust Account as part of the Trust Fund as herein provided,
      subject to withdrawal by the Securities Administrator for distributions on
      the
      Certificates.

     

    Section
      3.03. Distributions.
      On each
      Distribution Date, the Securities Administrator shall withdraw from the Trust
      Account the Class Distribution Amount for each Class and shall cause the Paying
      Agent to make the appropriate distributions to the Holders of each such Class.
      All distributions of such Class Distribution Amount that are made with respect
      to a particular Class shall be made pro
      rata
      among
      all Certificates of such class in proportion to their respective Certificate
      Balances, with no preference or priority of any kind. As among any Outstanding
      Exchange Classes, distributions shall be made to such Certificates, pro
      rata,
      in
      proportion to the Class Principal Balance of each such Class.

     

    Section
      3.04. Allocation
      of Realized Losses.
      On each
      Distribution Date, the Realized Loss Allocation Amount for each Exchange Class
      shall be applied to such Class. As among any Outstanding Exchange Certificates,
      such Realized Loss Allocation Amount shall be applied to each such Certificates
      of such Class, pro
      rata,
      in
      proportion to the principal balance of each such Class.

     

    ARTICLE
      IV


     

    LIMITATION
      OF LIABILITY

     

    The
      Trustee and the Securities Administrator shall be entitled to the same rights,
      protections and indemnities afforded to them under the Underlying Trust
      Agreement.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    ARTICLE
      V


     

    THE
      TRUSTEE

     

    In
      the
      event that there shall be any matter arising under the Underlying Trust
      Agreement that requires the vote of Holders of Certificates outstanding
      thereunder, the Trustee as the holder of the related Exchangeable REMIC
      Certificates shall vote such Exchangeable REMIC Certificates in such amounts
      and
      proportions as shall reflect instructions received from Holders of any
      Outstanding Exchange Certificates issued in exchange for such Exchangeable
      REMIC
      Certificates.

     

    ARTICLE
      VI


     

    TERMINATION

     

    The
      respective obligations and responsibilities of the Securities Administrator
      and
      the Trustee shall terminate as to the Trust Fund upon the same terms and
      conditions as the Underlying Trust Agreement may be amended or
      supplemented.

     

    ARTICLE
      VII


     

    SUPPLEMENTAL
      AGREEMENTS

     

    This
      Trust Agreement may be amended or supplemented from time to time by the Master
      Servicer, the Depositor, the Securities Administrator and the Trustee upon
      the
      same terms and conditions as the Underlying Trust Agreement may be amended
      or
      supplemented.

     

    ARTICLE
      VIII


     

    MISCELLANEOUS

     

    Section
      8.01. Certificateholders.
      The
      death of incapacity of any Certificateholder shall neither operate to terminate
      this Trust Agreement, nor entitle such Certificateholder’s legal representative
      or heirs to claim an accounting or to take any action or proceeding in any
      court
      for a partition or winding-up of the affairs of the Trust Fund, nor otherwise
      affect the rights, duties and obligations of any of the parties to this Trust
      Agreement.

     

    Except
      as
      provided in Article V and Article VII, no Certificateholder shall have any
      right
      to vote or in any manner otherwise control the operation and management of
      the
      Trust Fund or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of the Certificates, be construed so as
      to
      constitute the Certificateholders from time to time as partners or members
      of an
      association; nor shall any Certificateholder be under any liability to any
      third
      person by reason of any action taken by the parties to this Trust Agreement
      pursuant to any provision hereof.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    No
      Certificateholder shall have any right, by virtue of any provision of this
      Trust
      Agreement, to institute any suit, action or proceeding in equity or at law
      upon
      or under or with respect to this Trust Agreement unless an Event of Default
      shall have occurred and be continuing in respect of this Trust Agreement. It
      is
      understood and intended, and is expressly covenanted by each Certificateholder
      with every other Certificateholder and the Trustee, that no one or more Holders
      of Certificates shall have any right in any manner whatever by virtue of any
      provision of this Trust Agreement to affect, disturb or prejudice the rights
      of
      the Holders of any other such Certificates, or to obtain or seek to obtain
      priority over or preference to any other such Holder, or to enforce any right
      under this Trust Agreement, except in the manner herein provided and for the
      equal, ratable and common benefit of all Certificateholders. For the protection
      and enforcement of the provisions of the Section, each and every
      Certificateholder and the Trustee shall be entitled to such relief as can be
      given either at law or in equity.

     

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

     

    Section
      8.03. Demands,
      Notices and Communications.
      All
      formal demands, notices and communications by and among the Trustee, the
      Securities Administrator, the Certificate Registrar, the Paying Agent and the
      Holder of any Certificate shall be in writing and delivered in person or by
      first class mail, postage prepaid to the Trustee at its address set forth in
      the
      Underlying Trust Agreement. Any notice so mailed within the time prescribed
      in
      this Trust Agreement shall be conclusively presumed to have been duly given
      whether or not the Person to whom such notice shall have been directed receives
      such notice.

     

    Section
      8.04. Severability
      of Provisions.
      If any
      one or more of the covenants, agreements, provisions or terms of this Trust
      Agreement shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Trust Agreement and shall
      in
      no way affect the validity or enforceability of the other provisions of this
      Trust Agreement or of the Certificates or the rights of the Holders
      thereof.

     

    Section
      8.05. Tax
      Status and Reporting.
      It is
      the intended that the Trust Fund created hereunder be considered a “grantor
      trust” under the Code. Based upon such characterization, within a reasonable
      period of time after the end of each calendar year but not later than the latest
      date permitted by law, the Securities Administrator shall mail to each person
      who so requests in writing and who at anytime during such calendar year shall
      have been a Certificateholder the necessary information under applicable law
      for
      preparation of such Holder’s federal and state income tax returns unless
      substantially similar information has been previously provided to such
      Certificateholder.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    For
      federal income tax purposes, the grantor trust created hereunder shall have
      a
      calendar year taxable year. The Securities Administrator shall prepare or cause
      to be prepared and shall file or cause to be filed with the Internal Revenue
      Service and applicable state or local tax authorities, income tax information
      returns for each taxable year with respect to the grantor trust.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto hereby execute this Trust Agreement, as
      of
      the day and year first above written.

     

     

    

      
        	 	
                U.S.
                  BANK NATIONAL ASSOCIATION,

              
	 	
                solely
                  in its capacity as Trustee

              
	 	 
	 	 
	 	
                By:     
                  /s/ James
                  H.Byrnes                     
                  

              
	 	
                Name:
                  James
                  H.Byrnes                           
                  

              
	 	
                Title:  
                  Vice
                  President                              
                  

              
	 	 
	 	 
	 	
                WELLS
                  FARGO BANK, N.A.,

              
	 	
                in
                  its capacity as Securities Administrator

              
	 	
                and
                  Master Servicer

              
	 	 
	 	 
	 	
                By:     
                  /s/ Patricia M.
                  Russo                 
                  

              
	 	
                Name:
                  Patricia M.
                  Russo                       
                  

              
	 	
                Title:  
                  Vice
                  President                             
                  

              
	 	 
	 	 
	 	
                GS
                  MORTGAGE SECURITIES CORP.,

              
	 	
                in
                  its capacity as Depositor

              
	 	 
	 	 
	 	
                By:     
                  /s/ Greg A.
                  Finck                        

              
	 	
                Name:
                  Greg A.
                  Finck                              
                  

              
	 	
                Title:  
                  Managing
                  Director                     
                  

              


      

    

    


     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    



    APPENDIX
      A

     

    AVAILABLE
      COMBINATIONS

    


    
      	
              Exchangeable
                REMIC Certificates

            	 	
              Exchangeable
                Certificates

            
	
               

              Collateral
                Group

            	 	
               

              Exchangeable
                REMIC 

              Class

            	 	
              Maximum
                Original 

              Class
                Principal or
                Notional

              Balance(1)

            	 	
              CUSIP

               Number

            	 	
               

               

              Exchangeable
                Class

            	 	
               

              Maximum
                Original Class Principal Balance(1)

            	 	
               

              CUSIP

              Number

            	 	
               

               

              Class
                

              Coupon

            
	 	 	
               

              Combination
                1

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              2

            	 	
              2A-3

            	 	
              $38,660,000

            	 	
              36298N
                AF 1

            	 	
              2A-1

            	 	
              $100,598,000

            	 	
              36298N
                AD 6

            	 	
              6.00%

            
	 	 	
              2A-5

            	 	
              $28,127,200

            	 	
              36298N
                AH 7

            	 	 	 	 	 	 	 	 
	 	 	
              2A-6

            	 	
              $28,127,200(2)

            	 	
              36298N
                AJ 3

            	 	 	 	 	 	 	 	 
	 	 	
              2A-7

            	 	
              $7,031,800

            	 	
              36298N
                AK 0

            	 	 	 	 	 	 	 	 
	 	 	
              2A-10

            	 	
              $8,726,000

            	 	
              36298N
                AN 4

            	 	 	 	 	 	 	 	 
	 	 	
              2A-11

            	 	
              $7,993,000

            	 	
              36298N
                AP 9

            	 	 	 	 	 	 	 	 
	 	 	
              2A-12

            	 	
              $9,400,000

            	 	
              36298N
                AQ 7

            	 	 	 	 	 	 	 	 
	 	 	
              2A-13

            	 	
              $660,000

            	 	
              36298N
                AR 5

            	 	 	 	 	 	 	 	 
	 	 	
               

              Combination
                2

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              2

            	 	
              2A-3

            	 	
              $38,660,000

            	 	
              36298N
                AF 1

            	 	
              2A-2

            	 	
              $73,819,000

            	 	
              36298N
                AE 4

            	 	
              6.00%

            
	 	 	
              2A-5

            	 	
              $28,127,200

            	 	
              36298N
                AH 7

            	 	 	 	 	 	 	 	 
	 	 	
              2A-6

            	 	
              $28,127,200(2)

            	 	
              36298N
                AJ 3

            	 	 	 	 	 	 	 	 
	 	 	
              2A-7

            	 	
              $7,031,800

            	 	
              36298N
                AK 0

            	 	 	 	 	 	 	 	 
	 	 	
              Combination
                3

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              2

            	 	
              2A-5

            	 	
              $28,127,200

            	 	
              36298N
                AH 7

            	 	
              2A-4

            	 	
              $35,159,000

            	 	
              36298N
                AG 9

            	 	
              6.00%

            
	 	 	
              2A-6

            	 	
              $28,127,200(2)

            	 	
              36298N
                AJ 3

            	 	 	 	 	 	 	 	 
	 	 	
              2A-7

            	 	
              $7,031,800

            	 	
              36298N
                AK 0

            	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    
      	
              Exchangeable
                REMIC Certificates

            	 	
              Exchangeable
                Certificates

            
	
               

              Collateral
                Group

            	 	
               

              Exchangeable
                REMIC 

              Class

            	 	
              Maximum
                Original 

              Class
                Principal or
                Notional

              Balance(1)

            	 	
              CUSIP

               Number

            	 	
               

               

              Exchangeable
                Class

            	 	
               

              Maximum
                Original Class Principal Balance(1)

            	 	
               

              CUSIP

              Number

            	 	
               

               

              Class
                

              Coupon

            


    

    
      	 	 	
              Combination
                4

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              2

            	 	
              2A-6

            	 	
              $28,127,200(2)

            	 	
              36298N
                AJ 3

            	 	
              2A-8

            	 	
              $7,031,800

            	 	
              36298N
                AL 8

            	 	
              Floating(3)

            
	 	 	
              2A-7

            	 	
              $7,031,800

            	 	
              36298N
                AK 0

            	 	 	 	 	 	 	 	 
	 	 	
              Combination
                5

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              2

            	 	
              2A-10

            	 	
              $8,726,000

            	 	
              36298N
                AN 4

            	 	
              2A-9

            	 	
              $16,719,000

            	 	
              36298N
                AM 6

            	 	
              6.00%

            
	 	 	
              2A-11

            	 	
              $7,993,000

            	 	
              36298N
                AP 9

            	 	 	 	 	 	 	 	 
	 	 	
              Combination
                6

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              4

            	 	
              4A-7

            	 	
              $13,014,000

            	 	
              36298N
                BE 3

            	 	
              4A-2

            	 	
              $69,625,000

            	 	
              36298N
                AZ 7

            	 	
              6.50%

            
	 	 	
              4A-8

            	 	
              $1,001,076(2)

            	 	
              36298N
                BF 0

            	 	 	 	 	 	 	 	 
	 	 	
              4A-9

            	 	
              $911,000

            	 	
              36298N
                BG 8

            	 	 	 	 	 	 	 	 
	 	 	
              4A-10

            	 	
              $46,270,000

            	 	
              36298N
                BH 6

            	 	 	 	 	 	 	 	 
	 	 	
              4A-11

            	 	
              $9,430,000

            	 	
              36298N
                BJ 2

            	 	 	 	 	 	 	 	 
	
              4

            	 	
              Combination
                7

            	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
              4A-3

            	 	
              $63,214,000

            	 	
              36298N
                BA 1

            	 	
              4A-5

            	 	
              $66,238,000

            	 	
              36298N
                BC 7

            	 	
              6.50%

            
	 	 	
              4A-4

            	 	
              $498,000

            	 	
              36298N
                BB 9

            	 	 	 	 	 	 	 	 
	 	 	
              4A-6

            	 	
              $2,526,000

            	 	
              36298N
                BD 5

            	 	 	 	 	 	 	 	 
	 	 	
              4A-14

            	 	
              $2,917,569(2)

            	 	
              36298N
                BM 5

            	 	 	 	 	 	 	 	 
	 	 	
              Combination
                8

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              4

            	 	
              4A-7

            	 	
              $13,014,000

            	 	
              36298N
                BE 3

            	 	
              4A-12

            	 	
              $13,014,000

            	 	
              36298N
                BK 9

            	 	
              6.50%

            
	 	 	
              4A-8

            	 	
              $1,001,076(2)

            	 	
              36298N
                BF 0

            	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              Exchangeable
                REMIC Certificates

            	 	
              Exchangeable
                Certificates

            
	
               

              Collateral
                Group

            	 	
               

              Exchangeable
                REMIC 

              Class

            	 	
              Maximum
                Original 

              Class
                Principal or
                Notional

              Balance(1)

            	 	
              CUSIP

               Number

            	 	
               

               

              Exchangeable
                Class

            	 	
               

              Maximum
                Original Class Principal Balance(1)

            	 	
               

              CUSIP

              Number

            	 	
               

               

              Class
                

              Coupon

            


    

    
      	 	 	
              Combination
                9

            	 	 	 	 	 	 	 	 	 	 	 	 
	
              4

            	 	
              4A-7

            	 	
              $13,014,000

            	 	
              36298N
                BE 3

            	 	
              4A-13

            	 	
              $13,014,000

            	 	
              36298N
                BL 7

            	 	
              6.25%

            
	 	 	
              4A-8

            	 	
              $500,538(2)

            	 	
              36298N
                BF 0

            	 	 	 	 	 	 	 	 


    

    
      	(1)	
              Exchangeable
                REMIC Certificates and Exchange Certificates in any recombinations
                may be
                exchanged only in the proportion that the original balances of such
                certificates bear to one another as shown
                above.

            


    

    
      	(2)	
              Notional
                Amount.

            


    

    
      	(3)	
              The
                annual certificate interest rates for Exchangeable Certificates and
                Exchangeable REMIC Certificates with floating rates of interest are
                as
                follows:

            


    

    


    
      	
              Class

            	 	
              Formula

            	 	
              Initial

            	 	
              Maximum

            	 	
              Minimum

            
	
              2A-5

            	 	
               LIBOR
                + 0.45%

            	 	
              5.85%

            	 	
              7.50%

            	 	
              0.45%

            
	
              2A-8

            	 	
              4 x
                (7.05% - LIBOR)

            	 	
              6.60%

            	 	
              28.20%

            	 	
              0.00%

            


    

    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I-1

    


    FORM
      OF EXCHANGE LETTER

    


    


    ___,
      20__

    


    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue, 

    Minneapolis,
      Minnesota 55479, 

    Attention:
      GSR 2006-7F U.S. Bank National Association

    


    
      	
            	Re:	
              GSR
                Mortgage Loan Trust 2006-7F,

            


    

    Mortgage
      Pass-Through Certificates, Series 2006-7F

    


    Ladies
      and Gentlemen:

    


    Pursuant
      to the terms of that certain Trust Agreement dated as of July 1, 2006 (the
      “Trust
      Agreement”),
      by
      and among GS Mortgage Securities Corp., as depositor, U.S. Bank National
      Association, as trustee (the “Trustee”)
      and
      Wells Fargo Bank, N.A., as master servicer and securities administrator (in
      such
      capacity, the “Securities
      Administrator”),
      we
      hereby present and surrender the Exchangeable REMIC Certificates specified
      on
Schedule
      I
      attached
      hereto (the “Exchangeable
      REMIC Certificates”)
      and
      transfer, assign, set over and otherwise convey to the Securities Administrator,
      all of our right, title and interest in and to the Exchangeable REMIC
      Certificates, including all payments of interest thereon received after June
      30,
      2006, in exchange for the Exchange Certificates specified on Schedule
      I
      attached
      hereto (the “Exchange
      Certificates”).
      

     

    We
      agree
      that upon such exchange the portions of the Exchangeable REMIC Certificates
      designated for exchange shall be deemed cancelled and replaced by the Exchange
      Certificates issued in exchange therefor. We confirm that we have paid a fee
      to
      the Securities Administrator in connection with such exchange equal to 1/32
      of
      1% of the Certificate Balance (as defined in the Trust Agreement) of the
      Exchangeable REMIC Certificates (other than any interest only Exchangeable
      REMIC
      Certificates) to be submitted for exchange (but not less than $2,000 nor more
      than $5,000).

     


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    


    
      	 	Sincerely,
	 	 
	 	 
	 	
              By:
                ___________________________________

            
	 	
              Name:
                

            
	 	
              Title:
                

            


    

    



    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    


    Acknowledged
      by:

    


    WELLS
      FARGO BANK, N.A., 

    as
      Securities Administrator

    


    


    By:
      _________________________________

    Name:
      

    Title:

    



    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I-2

    


    FORM
      OF EXCHANGE LETTER

    


    


    ___,
      20__

    


    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue, 

    Minneapolis,
      Minnesota 55479, 

    Attention:
      GSR 2006-7F U.S. Bank National Association

    


    
      	
            	Re:	
              GSR
                Mortgage Loan Trust 2006-7F,

            


    

    Mortgage
      Pass-Through Certificates, Series 2006-7F

     

    Ladies
      and Gentlemen:

    


    Pursuant
      to the terms of that certain Trust Agreement dated as of July 1, 2006 (the
      “Trust
      Agreement”),
      by
      and among GS Mortgage Securities Corp., as depositor, U.S. Bank National
      Association, as trustee (the “Trustee”)
      and
      Wells Fargo Bank, N.A., as master servicer and securities administrator (in
      such
      capacity, the “Securities
      Administrator”),
      we
      hereby present and surrender the Exchange Certificates specified on Schedule
      I
      attached
      hereto (the “Exchange
      Certificates”)and
      transfer, assign, set over and otherwise convey to the Securities Administrator,
      all of our right, title and interest in and to the Exchangeable REMIC
      Certificates, including all payments of interest thereon received after June
      30,
      2006, in exchange for the Exchangeable REMIC Certificates specified on
Schedule
      I
      attached
      hereto (the “Exchangeable
      REMIC Certificates”).
      

     

    We
      agree
      that upon such exchange the portions of the Exchange Certificates designated
      for
      exchange shall be deemed cancelled and replaced by the Exchangeable REMIC
      Certificates issued in exchange therefor. We confirm that we have paid a fee
      to
      the Securities Administrator in connection with such exchange equal to 1/32
      of
      1% of the Certificate Balance (as defined in the Trust Agreement) of the
      Exchange Certificates (other than any interest only Exchange Certificates)
      to be
      submitted for exchange (but not less than $2,000 nor more than
      $5,000).

     


    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    

    
       

      
 

      
        	 	Sincerely,
	 	 
	 	 
	 	
                By:
                  ___________________________________

              
	 	
                Name:
                  

              
	 	
                Title:
                  

              


      

    


    
      
        
        

      

      
        I-5

        
          

        

      

      
        
        

      

    


    Acknowledged
      by:

    


    WELLS
      FARGO BANK, N.A., 

    as
      Securities Administrator

    


    


    By:_____________________________________      

    Name:
      

    Title:


    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    


    
 

     

     

     

     

     

     

     

    
      
        
        

      

      
        I-7