ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This Assignment, Assumption and Recognition Agreement (this “ Assignment Agreement ”) dated as of January 1, 2007, among GS Mortgage Securities Corp., as assignee (the “ Assignee ”), Goldman Sachs Mortgage Company, a New York limited partnership (the “ Assignor ”) and Countrywide Home Loans Servicing LP, as servicer (the “ Servicer ”):

WHEREAS, the Assignor and Countrywide Home Loans, Inc. (the “ Seller ”) have entered into that certain Master Mortgage Loan Purchase Agreement, dated as of July 1, 2004 (the “ Countrywide Sale Agreement ”), as amended by Amendment Reg AB between the Assignor and the Seller, dated as of January 1, 2006 (“ Amendment Reg AB ,” and together with the Countrywide Sale Agreement, the “ Sale Agreement ”), pursuant to which the Seller sold to the Assignor certain mortgage loans listed on the mortgage loan schedule attached as an exhibit to each Purchase Confirmation (as defined in the Sale Agreement);

WHEREAS, the Assignee has purchased from the Assignor, the Mortgage Loans (as defined below) pursuant to that certain Assignment, Assumption and Recognition Agreement, dated as of January 1, 2007, among the Assignor, the Assignee and the Seller;

WHEREAS, the Assignor and the Servicer have entered into that certain Servicing Agreement, dated as of July 1, 2004, as amended by Amendment Reg AB (the “ Servicing Agreement ”), pursuant to which the Servicer agreed to service for the benefit of the Assignor certain mortgage loans listed on the mortgage loan schedule attached as an exhibit to the Purchase Confirmations (as defined in the Sale Agreement);

WHEREAS, the Assignee has agreed on certain terms and conditions to purchase from the Assignor, the Assignor’s rights and obligations under the Servicing Agreement, with respect to certain of the mortgage loans (the “ Mortgage Loans ”), which are subject to the provisions of the Servicing Agreement and the Sale Agreement and are listed on the mortgage loan schedule attached as Exhibit A hereto; and

WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated as of January 1, 2007 (the “ Trust Agreement ”), among the Assignee, as depositor, Deutsche Bank National Trust Company, as trustee (in such capacity, the “ Trustee ”), Wells Fargo Bank, N.A., as master servicer (in such capacity, the “ Master Servicer ”) and securities administrator (in such capacity, the “ Securities Administrator ”), and each of Wells Fargo Bank, N.A., Deutsche Bank National Trust Company, U.S. Bank National Association and The Bank of New York, as custodians, the Assignee will transfer the Mortgage Loans to the Trustee, together with the Assignee’s rights and obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, and together with the Assignee’s rights and obligations under the Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder).

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.           The Assignor hereby grants, transfers and assigns to Assignee all of the right, title, interest and obligations of Assignor, as Owner under the Servicing Agreement, but only to the extent relating to the Mortgage Loans.

The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Sale Agreement.

The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by such Servicing Agreement; provided, however , that such amendment, modification or termination shall not affect or be binding on the Assignee.

2.           From and after the date hereof, the Servicer shall note the transfer of the Mortgage Loans to the Assignee in its books and records, shall recognize the Assignee as the owner of the Mortgage Loans and shall service the Mortgage Loans for the benefit of the Assignee pursuant to the Servicing Agreement, the terms of which are incorporated herein by reference. It is the intention of the Assignor, Servicer and Assignee that the Servicing Agreement shall be binding upon and inure to the benefit of the Servicer and the Assignee and their successors and assigns.

The Servicer represents and warrants to the Assignee that (a) the Servicing Agreement is in full force and effect as of the date hereof, (b) the provisions thereof have not been waived, amended or modified in any respect, nor have any notices of termination been given thereunder, and (c) the Servicer is servicing each Mortgage Loan pursuant to the terms of the Servicing Agreement.

3.           The Assignee warrants and represents to, and covenants with, the Assignor and the Servicer as follows:

(a)           The Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to acquire, own and purchase the Mortgage Loans;

(b)           The Assignee has full power and authority to execute, deliver and perform under this Assignment Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this Assignment Agreement is in the ordi