UNDERWRITING AGREEMENT

                                                                       Exhibit 1

                      GS MORTGAGE SECURITIES CORPORATION II

                      GS MORTGAGE SECURITIES TRUST 2006-GG8

         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-GG8

                ------------------------------------------------

                             Underwriting Agreement

                          Dated as of October 17, 2006

Goldman, Sachs & Co.                      Greenwich Capital Markets, Inc.
85 Broad Street                           600 Steamboat Road
New York, New York 10004                  Greenwich, Connecticut 06830

Banc of America Securities LLC            Credit Suisse Securities (USA) LLC
214 N. Tryon Street                        Eleven Madison Avenue
Charlotte, North Carolina 28255           New York, New York 10010

Morgan Stanley & Co. Incorporated         Wachovia Capital Markets, LLC
1585 Broadway                             301 S. College Street
New York, New York 10036                   NC0166
                                         Charlotte, North Carolina 28288

Ladies and Gentlemen:

            GS Mortgage Securities Corporation II, a Delaware corporation (the
"Company"), proposes to cause to be issued its GS Mortgage Securities Trust
2006-GG8, Commercial Mortgage Pass-Through Certificates, Series 2006-GG8 (the
"Certificates"), consisting of twenty-seven (27) classes designated as the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class X, Class
A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S,
Class R and Class LR Certificates under a Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of October 1, 2006, among the
Company, Wachovia Bank, National Association, as master servicer (the "Master
Servicer"), CWCapital Asset Management LLC, as special servicer (the "Special
Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"), and proposes
to sell the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A,
Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F
Certificates (collectively, the "Publicly Offered Certificates") to Goldman,
Sachs & Co. ("Goldman"), Greenwich Capital Markets, Inc. ("GCMI"), Banc of
America Securities LLC ("BOA"), Credit Suisse Securities (USA) LLC ("CS"),
Morgan Stanley & Co. Incorporated ("MS") and Wachovia Capital Markets, LLC
("Wachovia" and, together with Goldman, GCMI, BOA, CS and MS, the
"Underwriters"). The Certificates will represent in the aggregate the entire
beneficial ownership interest in a trust fund (the "Trust Fund") primarily
consisting of a segregated pool (the "Mortgage Pool") of mortgage loans (the
"Mortgage Loans") secured by first liens on commercial and multifamily
properties. The Mortgage Loans will be purchased by the Company from (i)
Greenwich Capital Financial Products, Inc. ("Greenwich") pursuant to a Mortgage
Loan Purchase Agreement (the "Greenwich Purchase Agreement"), dated as of
October 1, 2006, between the Company and Greenwich and (ii) Goldman Sachs
Mortgage Company ("GSMC" and, together with Greenwich, the "Mortgage Loan
Sellers") pursuant to a Mortgage Loan Purchase Agreement (the "GSMC Purchase
Agreement" and, together with the Greenwich Purchase Agreement, the "Purchase
Agreements"), dated as of October 1, 2006, between the Company and GSMC, in
exchange for immediately available funds. This is to confirm the arrangements
with respect to your purchase of the Publicly Offered Certificates. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Pooling and Servicing Agreement.

            At or prior to the time when sales to purchasers of the Publicly
Offered Certificates were first made, which was approximately 2:45 p.m. on
October 17, 2006 (the "Time of Sale"), the Company had prepared the following
information (collectively, the "Time of Sale Information"): the Company's free
writing prospectus, dated October 6, 2006 (the cover page of which is attached
hereto as Annex A), as amended and modified by the free writing prospectus dated
October 13, 2006 (the cover page of which is attached hereto as Annex B), to the
Company's Prospectus dated October 6, 2006, relating to the Publicly Offered
Certificates, and each a "free-writing prospectus" (as defined pursuant to Rule
405 under the Securities Act) (a "Free Writing Prospectus"). If, subsequent to
the date of this Agreement, the Company and the Underwriters (x) determine that
such information included an untrue statement of material fact or omitted to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading and (y)
terminate their old purchase contracts and enter into new purchase contracts
with investors in the Publicly Offered Certificates, then "Time of Sale
Information" will refer to the information conveyed to purchasers at the time of
entry into the first such new purchase contract, including any information that
corrects such material misstatements or omissions ("Corrective Information") and
"Time of Sale" will refer to the time and date on which such new purchase
contracts were entered into.

             1. The Company represents and warrants to, and agrees with, each of
the Underwriters that:

            (a) A registration statement on Form S-3 (Commission File No.
333-136045), including a form of prospectus and such amendments thereto as may
have been required to the date hereof, relating to the Publicly Offered
Certificates and the offering thereof from time to time in accordance with Rule
415 under the Securities Act of 1933, as amended (the "Securities Act"), has
been filed with the Securities and Exchange Commission (the "Commission") and
such registration statement, as amended, has become effective. No stop order
suspending the effectiveness of such registration statement is in effect, and no
proceedings for such purpose are pending or, to the Company's knowledge,
threatened by the Commission. Such registration statement, including the
exhibits thereto and any information that is contained in the Prospectus (as
defined below) and is deemed to be a part of and included in such registration
statement, as such registration statement may have been amended or supplemented
at the date of the Prospectus, is hereinafter referred to as the "Registration
Statement;" the prospectus first required to be filed to satisfy the condition
set forth in Rule 172(c) and pursuant to Rule 424(b) under the Securities Act is
hereinafter referred to as the "Base Prospectus"; the supplement to the Base
Prospectus relating to the Publicly Offered Certificates in the form first
required to be filed to satisfy the condition set forth in Rule 172(c) and
pursuant to Rule 424(b) under the Securities Act is hereinafter referred to as
the "Prospectus Supplement"; and the Base Prospectus and the Prospectus
Supplement, including the diskette delivered therewith, together, are
hereinafter referred to as the "Prospectus." The conditions to the use of a
registration statement on Form S-3 under the Securities Act, as set forth in the
General Instructions to Form S-3, and the conditions of Rule 415 under the
Securities Act have been satisfied with respect to the Registration Statement.
There is no request by the Commission for any further amendment of the
Registration Statement or the Prospectus or for any additional information.
There has been no notification with respect to the suspension of the
qualification for sale of the Certificates for sale in any jurisdiction or any
proceeding for such purpose having been instituted or threatened;

            (b) As of its effective date or deemed effective date pursuant to
Rule 430B under the Securities Act (the "Effective Date") Registration Statement
did conform in all material respects to the requirements of the Securities Act,
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), where
applicable, and the rules and regulations of the Commission under the Securities
Act or the Exchange Act, as applicable, and did not, as of the Effective Date,
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall not
apply to any Underwriter Information (as defined below);

            (c) As of the date of the Prospectus Supplement, the Prospectus will
conform, in all material respects to the requirements of the Securities Act, the
Exchange Act and the rules and regulations of the Commission thereunder (the
"Rules and Regulations"), and such document does not include, and will not
include, any untrue statement of a material fact or omits, or will omit, to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation
and warranty shall not apply to any Underwriter Information;

            (d) The documents incorporated by reference in the Registration
Statement and the Prospectus, when they were filed with the Commission conformed
in all material respects to the requirements of the Exchange Act and the rules
and regulations thereunder; and any further documents so filed and incorporated
by reference in the Registration Statement and the Prospectus, when such
documents are filed with the Commission, will conform in all material respects
to the requirements of the Exchange Act and the rules and regulations
thereunder; provided, however, that the Company makes no representations,
warranties or agreements as to (A) the information contained in the Prospectus
or any revision or amendment thereof or supplement thereto in reliance upon and
in conformity with information furnished in writing to the Company by GS&Co. on
behalf of itself or the other Underwriters specifically for use in connection
with the preparation of the Time of Sale Information or Prospectus or any
revision or amendment thereof or supplement thereto (the "Underwriter
Information"), (B) any information contained in or omitted from the portions of
the Prospectus for which the Mortgage Loan Sellers are obligated to indemnify
the Underwriters pursuant to the Indemnification Agreements, each dated as of
October 17, 2006, between each Mortgage Loan Seller, respectively, and the
Company (the "Mortgage Loan Seller Information"), (C) any information contained
in or omitted from the portions of the Prospectus for which the Master Servicer
is obligated to indemnify the Underwriters pursuant to the Indemnification
Agreement, dated as of October 17, 2006, between the Master Servicer and the
Company (the "Master Servicer Information"), (D) any information contained in or
omitted from the portions of the Prospectus for which the Special Servicer is
obligated to indemnify the Underwriters pursuant to the Indemnification
Agreement, dated as of October 17, 2006, between the Special Servicer and the
Company (the "Special Servicer Information"), or (E) any information contained
in or omitted from the portions of the Prospectus for which the Trustee is
obligated to indemnify the Underwriters pursuant to the Indemnification
Agreement, dated as of October 17, 2006, between the Trustee and the Company
(the "Trustee Information"). The Underwriter Information shall consist of the
second sentence of the fourth paragraph, the fifth paragraph (other than the
first sentence thereof) and the seventh paragraph of the section of the
Prospectus Supplement entitled "Plan of Distribution" and the second to last
paragraph on the cover page of the Prospectus Supplement];

            (e) Since the date as of which information is given in the
Prospectus, there has not been any change in the capital stock or long-term debt
of the Company or any of its subsidiaries or any material adverse change, or any
development involving a change, that would have a material adverse effect on the
ability of the Company to perform its obligations under this Agreement, the
Pooling and Servicing Agreement or any Purchase Agreement;

            (f) The Time of Sale Information, at the Time of Sale, did not, and
at the Closing Date will not, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
provided that the Company makes no representation and warranty with respect to
(A) any statements or omissions made in reliance upon and in conformity with the
Underwriter Information or (B) any Mortgage Loan Seller Information contained in
or omitted from such Time of Sale Information. The parties acknowledge that none
of the Underwriters has furnished any Underwriter Information to the Depositor
expressly for use in the Time of Sale Information.

            (g) Other than the Prospectus, the Company (including its agents and
representatives other than the Underwriters in their capacity as such) has not
made, used, prepared, authorized, approved or referred to and will not make,
use, prepare, authorize, approve or refer to any "written communication" (as
defined in Rule 405 under the Securities Act) that constitutes an offer to sell
or solicitation of an offer to buy the Publicly Offered Certificates other than
(i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a)
of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of
Sale Information, and (iii) each other written communication of the Company or
its agents and representatives approved by the Underwriters either in writing in
advance or in any other manner mutually agreed by the Underwriters and the
Company (each such communication referred to in clause (ii) and this clause
(iii) constituting an "issuer free writing prospectus", as defined in Rule
433(h) under the Securities Act, being referred to herein as an "Issuer Free
Writing Prospectus"). Each such Issuer Free Writing Prospectus complied or, if
used after the date hereof, will comply, in all material respects with the
Securities Act and the rules and regulations promulgated thereunder, has been
filed or will be filed in accordance with Section 12 (to the extent required
thereby) and did not at the Time of Sale, and at the Closing Date will not,
contain any untrue statements of a material fact or (when read in conjunction
with the other Time of Sale Information) omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided that the Company makes no
representation and warranty with respect to (i) any statements or omissions made
in reliance upon and in conformity with the Underwriter Information or (ii) any
Mortgage Loan Seller Information contained in or omitted from any Issuer Free
Writing Prospectus. The parties acknowledge that none of the Underwriters has
furnished any Underwriter Information to the Depositor expressly for use in any
Issuer Free Writing Prospectus.

            (h) The Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware and
has all requisite power and authority (corporate and other, including, without
limitation, all material licenses, certificates, authorizations or permits
issued by the appropriate state, federal or foreign regulatory agencies or
bodies) to own its properties and to conduct its business as described in the
Prospectus, and is duly qualified as a foreign corporation in good standing in
all jurisdictions in which the ownership or lease of its property or the conduct
of its business requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on the Company or its
execution and performance of the terms of this Agreement;

            (i) this Agreement has been duly authorized, executed and delivered
by the Company;

            (j) At the Time of Delivery (as defined in Section 4 hereof) the
Pooling and Servicing Agreement and the Purchase Agreements will have been duly
authorized, executed and delivered. At the Time of Delivery, the Pooling and
Servicing Agreement and the Purchase Agreements will constitute valid and
legally binding obligations of the Company, enforceable in accordance with their
respective terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to or affecting
creditors' rights and to general principles of equity;

            (k) When the Certificates are issued, executed, authenticated and
delivered pursuant to this Agreement and the Pooling and Servicing Agreement,
the Certificates will have been duly authorized, executed, authenticated, issued
and delivered and will be entitled to the benefits of the Pooling and Servicing
Agreement; and the Certificates and the Pooling and Servicing Agreement will
conform to the descriptions thereof in the Prospectus;

            (l) The issue and sale of the Certificates, the compliance by the
Company with all of the provisions of this Agreement, the Pooling and Servicing
Agreement and the Purchase Agreements, and the consummation of the transactions
herein and therein contemplated, (1) will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other material agreement
or instrument to which the Company is a party or by which the Company is bound
or to which any of the property or assets of the Company is subject, (2) will
not result in any violation of the provisions of the Certificate of
Incorporation or the By-Laws of the Company or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company, or any of its properties; (3) except as contemplated by the Pooling
and Servicing Agreement, will not result in the creation or imposition of any
lien, charge or encumbrance upon any of its property or assets pursuant to the
terms of any such indenture, mortgage, contract or other instrument. No consent,
approval, authorization, order, registration or qualification of or with any
such court or governmental agency or body is required for the authorization,
issue and sale of the Publicly Offered Certificates or the consummation by the
Company of the other transactions contemplated by this Agreement, the Pooling
and Servicing Agreement or the Purchase Agreements except such as have been
obtained under the Securities Act, and such consents, approvals, authorizations,
registrations or qualifications as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution of the Publicly
Offered Certificates by the Underwriters;

            (m) The statements set forth in the Prospectus under the caption
"Description of the Certificates," insofar as they purport to constitute a
summary of the terms of the Certificates and insofar as they purport to describe
the provisions of the documents referred to therein, are accurate, complete and
fair;

            (n) Other than as set forth or contemplated in the Prospectus or in
the Time of Sale Information, there are no legal or governmental proceedings
pending to which the Company is a party or of which any property of the Company
is the subject that are required to be described in the Prospectus or Time of
Sale Information or that, if determined adversely to the Company, would
individually or in the aggregate (i) have a material adverse effect on the
condition (financial or otherwise), earnings, affairs, business, properties or
prospects of the Company, and, to the best of the Company's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others, (ii) invalidate this Agreement, the Pooling and Servicing
Agreement, any Purchase Agreement or the Certificates, (iii) prevent the
issuance of the Certificates or the consummation of any of the transactions
contemplated by this Agreement, (iv) materially and adversely affect the
performance by the Company of its obligations under, or the validity or
enforceability against the Company of, this Agreement, the Pooling and Servicing
Agreement, any Purchase Agreement or the Certificates or (v) adversely affect
the federal income tax attributes of the Certificates described in the
Prospectus or the Time of Sale Information;

            (o) The Company will, at the Time of Delivery, own the Mortgage
Loans, free and clear of any lien, mortgage, pledge, charge, security interest
or other encumbrance, and, at the Time of Delivery, the Company will have full
power and authority to sell and deliver the Mortgage Loans to the Trustee under
the Pooling and Servicing Agreement and at the Time of Delivery will have duly
authorized such assignment and delivery to the Trustee by all necessary action;

            (p) Any taxes, fees and other governmental charges in connection
with the execution, delivery and performance of this Agreement, the Pooling and
Servicing Agreement, the Purchase Agreements and the Publicly Offered
Certificates will have been paid at or prior to the Time of Delivery;

            (q) Neither the Company nor the Trust Fund is, and neither the sale
of the Certificates in the manner contemplated by the Prospectus nor the
activities of the Trust Fund pursuant to the Pooling and Servicing Agreement
will cause the Company or the Trust Fund to be an "investment company" or under
the control of an "investment company" as such terms are defined under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), and
the Pooling and Servicing Agreement is not required to be qualified under the
Trust Indenture Act of 1939, as amended;

            (r) At the Time of Delivery, the Mortgage Loans will have been duly
and validly assigned and delivered by the Company to the Trustee;

            (s) The Trust created by the Pooling and Servicing Agreement will
not at the Time of Delivery be required to be registered under the Investment
Company Act;

            (t) There are no contracts, indentures or other documents of a
character required by the Securities Act or by the rules and regulations
thereunder to be described or referred to in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement that have
not been so described or referred to therein or so filed or incorporated by
reference as exhibits thereto;

            (u) The Company is not and at the Time of Delivery will not be an
"investment company," as such term is defined in the Investment Company Act;

            (v) Each of the Publicly Offered Certificates will be mortgage
related securities, as defined in Section 3(a)(41) of the Exchange Act;

            (w) Under generally accepted accounting principles and for federal
income tax purposes, the Company will report the transfer of the Mortgage Loans
to the Trustee in exchange for the Certificates and the sale of the Publicly
Offered Certificates to the Underwriters pursuant to this Agreement as a sale of
the interest in the Mortgage Loans evidenced by the Publicly Offered
Certificates. The consideration received by the Company upon the sale of the
Publicly Offered Certificates to the Underwriters will constitute reasonably
equivalent value and fair consideration for the Publicly Offered Certificates.
The Company will be solvent at all relevant times prior to, and will not be
rendered insolvent by, the sale of the Publicly Offered Certificates to the
Underwriters. The Company is not selling the Publicly Offered Certificates to
the Underwriters with any intent to hinder, delay or defraud any of the
creditors of the Company;

            (x) The Company has not relied on the Underwriters for any tax,
regulatory, accounting or other advice with respect to compliance with or
registration under any statute, rule or regulation of any governmental,
regulatory, administrative or other agency or authority. The Company
acknowledges and agrees that (i) the terms of this Agreement and the offering
(including the price of the Certificates) were negotiated at arm's length
between sophisticated parties represented by counsel; (ii) no fiduciary,
advisory or agency relationship between the Company and the Underwriters has
been created as a result of any of the transactions contemplated by this
Agreement, irrespective of whether any Underwriter has advised or is advising
the Company on other matters; (iii) the Underwriters' obligations to the Company
in respect of the offering, and the purchase and sale, of the Certificates are
set forth in this Agreement in their entirety; and (iv) it has obtained such
legal, tax, accounting and other advice as it deems appropriate with respect to
this Agreement and the transactions contemplated hereby and any other activities
undertaken in connection therewith, and it is not relying on the Underwriters
with respect to any such matters; and

            (y) The Company is not, and on the date on which the first bona fide
offer of the Publicly Offered Certificates is made (within the meaning of Rule
164(h)(2) under the Securities Act) will not be, an "ineligible issuer," as
defined in Rule 405 under the Securities Act.

            2. Each Underwriter represents and warrants to, and agrees with, the
Company, that:

            (a) In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member
State"), such Underwriter has not made and will not make an offer of
Certificates to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the Publicly Offered Certificates
which has been approved by the competent authority in that Relevant Member State
or, where appropriate, approved in another Relevant Member State and notified to
the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that it may, with effect from and including the
relevant implementation date, make an offer of Publicly Offered Certificates to
the public in that Relevant Member State at any time:

                   (A) to legal entities which are authorized or regulated to
            operate in the financial markets or, if not so authorized or
            regulated, whose corporate purpose is solely to invest in
            securities;

                   (B) to any legal entity which has two or more of (1) an
            average of at least 250 employees during the last financial year;
            (2) a total balance sheet of more than (euro)43,000,000 and (3) an
            annual net turnover of more than (euro)50,000,000, as shown in its
            last annual or consolidated accounts; or

                  (C) in any other circumstances which do not require the
            publication by the issuer of a prospectus pursuant to Article 3 of
             the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Publicly Offered
Certificates to the public" in relation to any Publicly Offered Certificates in
any Relevant Member State means the communication in any form and by any means
of sufficient information on the terms of the offer and the Publicly Offered
Certificates to be offered so as to enable an investor to decide to purchase or
subscribe the Publicly Offered Certificates, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member
State and the expression "Prospectus Directive" means the European Commission
Directive 2003/71/EC and includes any relevant implementing measure in each
Relevant Member State.

             (b) Each Underwriter has only communicated or caused to be
communicated and will only communicate or cause to be communicated an invitation
or inducement to engage in investment activity (within the meaning of Section 21
of the United Kingdom Financial Services and Markets Act 2000 (the "FSMA"))
received by it in connection with the issue or sale of the Publicly Offered
Certificates in circumstances in which Section 21(1) of the FSMA does not apply
to the issuer.

            (c) Each Underwriter has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in
relation to the Publicly Offered Certificates in, from or otherwise involving
the United Kingdom.

            (d) Each Underwriter will not offer or sell any Publicly Offered
Certificates, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person resident in Japan,
including any corporation or other entity organized under the laws of Japan), or
to others for re offering or resale, directly or indirectly, in Japan or to a
resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the Securities and Exchange
Law of Japan and any other applicable laws, regulations and ministerial
guidelines of Japan.

            3. Subject to the terms and conditions herein set forth, the Company
agrees to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at a purchase price
determined in accordance with Schedule II hereto, the principal amount of the
Publicly Offered Certificates in accordance with Schedule III hereto. Upon the
authorization by you of the release of the Publicly Offered Certificates, the
several Underwriters propose to offer the Publicly Offered Certificates for sale
to the public (which may include selected dealers) upon the terms and conditions
set forth in the Prospectus.

            4. (a) Except as set forth in the next paragraph, the Publicly
Offered Certificates to be purchased by the Underwriters will be represented by
one or more definitive global Certificates in book-entry form, which will be
deposited by or on behalf of the Company with The Depository Trust Company
("DTC") or its designated custodian. The Company will deliver such Certificates
to GS&Co. for the account of each Underwriter, against payment by or on behalf
of such Underwriter of the purchase price therefor by wire transfer to the
Company of Federal (same day) funds, by causing DTC to credit such Certificates
to the account of GS&Co. at DTC. The Company will cause the certificates
representing such Certificates to be made available to GS&Co. for checking at
least twenty-four hours prior to the Time of Delivery at an office designated by
GS&Co. (the "Designated Office"). The time and date of such delivery and payment
shall be 10:00 a.m., New York City time, on October 30, 2006, or such other time
and date as GS&Co. and the Company may agree upon in writing. Such time and date
are herein called the "Time of Delivery" and such date is herein called the
"Closing Date."

            (b) The documents to be delivered at the Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Publicly Offered Certificates and any additional documents
requested by the Underwriters pursuant to Section 7(q) hereof, will be delivered
at the offices of Cadwalader, Wickersham & Taft LLP ("Cadwalader") at One World
Financial Center, New York, NY 10281 (the "Closing Location"), and the Publicly
Offered Certificates will be delivered at the Designated Office, all at the Time
of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New
York City time, on the New York Business Day next preceding the Time of
Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
banking institutions in New York City are generally authorized or obligated by
law or executive order to close.

            5. The Company agrees with each of the Underwriters:

            (a) If required, to file the Prospectus with the Commission pursuant
to and in accordance with Rule 424(b) not later than the time specified therein.
The Company will advise the Underwriters promptly of any such filing pursuant to
and within the time frames set forth in Rule 424(b). Subject to Section 12, the
Company will cause each Issuer Free Writing Prospectus to be transmitted for
filing pursuant to Rule 433 under the Securities Act by means reasonably
calculated to result in filing with the Commission pursuant to said rule;

            (b) To make no amendment or any supplement to the Registration
Statement or the Prospectus as amended or supplemented prior to the Closing
Date, or to prepare, use, authorize, approve, refer to or file any Issuer Free
Writing Prospectus, without furnishing the Underwriters with a copy of the
proposed form thereof and providing the Underwriters with a reasonable
opportunity to review the same; and during such same period to advise the
Underwriters, promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or becomes effective or
any supplement to the Prospectus as amended or supplemented or any amended
Prospectus has been filed or mailed for filing, of the issuance of any stop
order by the Commission, of the suspension of the qualification of any of the
Publicly Offered Certificates for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the Registration
Statement or the Prospectus as amended or supplemented or for additional
information; and, in the event of the issuance of any such stop order or of any
order preventing or suspending the use of any prospectus relating to the
Publicly Offered Certificates or suspending any such qualification, to use
promptly its best efforts to obtain its withdrawal;

             (c) Promptly from time to time to take such action as the
Underwriters may reasonably request in order to qualify the Publicly Offered
Certificates for offering and sale under the securities laws of such states as
the Underwriters may request and to continue such qualifications in effect so
long as necessary under such laws for the distribution of such Certificates;
provided, that in connection therewith neither the Trust nor the Company shall
be required to qualify to do business, or to file a general consent to service
of process in any jurisdiction;

            (d) To furnish the Underwriters with copies of the Registration
Statement (including exhibits), copies of the Prospectus and each Free Writing
Prospectus (as amended or supplemented), in such quantities as the Underwriters
may from time to time reasonably request; and if, before a period of six months
shall have elapsed after the Closing Date and the delivery of a prospectus shall
be at the time required by law in connection with sales of any such Publicly
Offered Certificates, either (i) any event shall have occurred as a result of
which the Prospectus would include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, or (ii) for any other reason it shall be necessary during such same
period to amend or supplement the Prospectus, as amended or supplemented, to
notify each Underwriter and upon their request to prepare and furnish without
charge to each Underwriter and to any dealer in securities as many copies as
each Underwriter may from time to time reasonably request an amendment or a
supplement to the Prospectus which will correct such statement or omission or
effect such compliance; and in case any Underwriter is required by law to
deliver a prospectus in connection with sales of any of such Certificates at any
time six months or more after the Closing Date, upon such Underwriter's request,
to prepare and deliver to the Underwriter as many copies as such Underwriter may
request of an amended or supplemented prospectus complying with the Securities
Act;

            (e) To make generally available to Holders of the Publicly Offered
Certificates as soon as practicable, but in any event no later than eighteen
months after the Closing Date, an earnings statement of the Company complying
with Rule 158 under the Securities Act and covering a period of at least twelve
consecutive months beginning after the Closing Date;

            (f) So long as any of the Publicly Offered Certificates are
outstanding, to furnish the Underwriters copies of all reports or other
communications (financial or other) furnished to Holders of Certificates, and to
deliver to each Underwriter during such same period, (i) as soon as they are
available, copies of any reports and financial statements furnished to or filed
with the Commission; (ii) copies of each amendment to any of the Pooling and
Servicing Agreement and the Purchase Agreements; and (iii) such additional
information concerning the business and financial condition of the Company or
the Trust as each Underwriter may from time to time reasonably request; and

            (g) Not to be or become an open-end investment company, unit
investment trust, closed-end investment company or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act.

            6. The Company covenants and agrees with the several Underwriters
that the Company will pay or cause to be paid the following: (i) the
Commission's filing fees with respect to the Publicly Offered Certificates; (ii)
the fees, disbursements and expenses of counsel and accountants for the Company
in connection with the issue of the Certificates and all other expenses in
connection with the preparation and printing of all amendments and supplements
thereto and the mailing and delivery of copies thereof to the Underwriters and
dealers; (iii) the cost of printing or producing this Agreement, the Pooling and
Servicing Agreement, any Blue Sky Supplement and any term sheets, computational
materials, the Time of Sale Information, any Issuer Free Writing Prospectus, the
Prospectus and any other document produced in connection with the offering,
purchase, sale and delivery of the Publicly Offered Certificates; (iv) all
expenses in connection with the qualification of the Publicly Offered
Certificates for offering and sale under state securities laws as provided in
Section 5(c) hereof, including the fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky Supplement; (v) any fees charged by securities rating services for
rating the Certificates; (vi) the cost of preparing the Certificates; the fees
and expenses of the Trustee and of any agent of the Trustee and the fees and
disbursements of counsel for the Trustee in connection with the Pooling and
Servicing Agreement and the Certificates; (vii) any cost incurred in connection
with the designation of the Certificates for trading in PORTAL; and (viii) all
other costs and expenses incident to the performance of the Company's
obligations hereunder that are not otherwise specifically provided for in this
Section 6. It is understood, however, that, except as provided in this Section 6
and Sections 8, 11 and 13(c) hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Publicly Offered Certificates by it and any advertising
expenses connected with any offers it may make.

            7. The obligations of the Underwriters hereunder shall be subject,
in their discretion, to the condition that all representations and warranties
and other statements of the Company herein are, at and as of the Time of
Delivery, true and correct, the condition that the Company shall have performed
all of its obligations hereunder theretofore to be performed, and the following
additional conditions:

             (a) The Pooling and Servicing Agreement, the Purchase Agreements and
all of the other agreements identified in such agreements shall have been duly
entered into by all of the respective parties;

            (b) Cadwalader, counsel to the Company and the Underwriters, shall
have furnished to the Underwriters its written opinion, dated the Time of
Delivery, in form and substance satisfactory to the Underwriters;

            (c) Cadwalader, counsel to the Company and the Underwriters, shall
have furnished to the Underwriters its letter relating to the Prospectus, dated
the Time of Delivery, in form and substance satisfactory to the Underwriters;

            (d) In-house counsel for the Company shall have furnished to the
Underwriters a written opinion, dated the Time of Delivery, in form and
substance satisfactory to the Underwriters;

            (e) Cadwalader, counsel to GSMC, shall have furnished to the
Underwriters its written opinion, dated the Time of Delivery, in form and
substance satisfactory to the Underwriters;

            (f) Cadwalader, counsel to Greenwich, shall have furnished to the
Underwriters its written opinion, dated the Time of Delivery, in form and
substance satisfactory to the Underwriters;

            (g) Counsel for the Master Servicer satisfactory to the Underwriters
shall have furnished to the Underwriters its written opinion, dated the Time of
Delivery, in form and substance satisfactory to the Underwriters and counsel for
the Underwriters;

            (h) Counsel for the Special Servicer satisfactory to the
Underwriters shall have furnished to the Underwriters its written opinion, dated
the Time of Delivery, in form and substance satisfactory to the Underwriters and
counsel for the Underwriters;

            (i) Counsel for the Trustee satisfactory to the Underwriters shall
have furnished to the Underwriters its written opinion, dated as of the Time of
Delivery, in form and substance satisfactory to the Underwriters and counsel for
the Underwriters;

            (j) The independent accountants of the Company or other accountants
acceptable to the Underwriters shall have furnished to the Underwriters a letter
or letters, dated on the date hereof, and a letter or letters, dated the Time of
Delivery, respectively, containing statements and information of the type
customarily included in accountants' "comfort letters" and "agreed upon
procedures letters" with respect to certain financial information contained in
the Time of Sale Information and the Prospectus, in each case as to such matters
as the Underwriters may reasonably request and in form and substance
satisfactory to the Underwriters;

            (k) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included or
incorporated by reference in the Time of Sale Information as of the Time of Sale
or Prospectus as amended prior to the Time of Delivery any loss or interference
with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the Time of Sale
Information as of the Time of Sale or Prospectus as amended prior to the Time of
Delivery, and (ii) since the respective dates as of which information is given
in the Prospectus as amended prior to the Time of Delivery there shall not have
been any change in the capital stock or long-term debt of the Company or any of
its subsidiaries or any change, or any development involving a prospective
change, in or affecting the general affairs, management, financial position,
shareholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus as
amended prior to the Time of Delivery,