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, Inc., as seller (the “ Seller ”):

WHEREAS, the Assignor and Countrywide Home Loans Servicing, LP (the “ Servicer ”) have entered into that certain Servicing Agreement, dated as of July 1, 2004, (the “ Countrywide Servicing 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 Servicing Agreement, 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 purchased from the Assignor, the Assignor’s rights, with respect to the Mortgage Loans (as defined below), under the Servicing Agreement pursuant to that certain Assignment, Assumption and Recognition Agreement, dated as of January 1, 2007, among the Assignor, the Assignee and the Servicer;

WHEREAS, the Assignor and the Seller have entered into that certain Master Mortgage Loan Purchase Agreement, dated as of July 1, 2004, as amended by Amendment Reg AB (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 agreed on certain terms and conditions to purchase from the Assignor 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 (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 Purchaser, in, to and under the Mortgage Loans and the Sale Agreement, but only to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder).

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 Seller and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by such Sale 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 Seller shall note the transfer of the Mortgage Loans to the Assignee in its books and records, and shall recognize the Assignee as the owner of the Mortgage Loans. It is the intention of the Assignor, Seller and Assignee that the Sale Agreement shall be binding upon and inure to the benefit of the Seller and the Assignee and their permitted successors and assigns.

The Seller represents and warrants to the Assignee that (a)  the Sale Agreement is in full force and effect as of the date hereof and (b) the provisions thereof have not been waived, amended or modified in any respect, except as modified or amended herein, nor have any notices of termination been given thereunder.

3.   The Assignee warrants and represents to, and covenants with, the Assignor and the Seller 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 ordinary course of the Assignee’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Assignee’s organizational documents, or any legal restriction, or any material agreement or instrument to which the Assignee is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Assignee or its property is subject. The execution, delivery and performance by the Assignee of this Assignment Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Assignee. This Assignment Agreement has been duly executed and delivered by the Assignee and constitutes the valid and legally binding obligation of the Assignee enforceable against the Assignee in accordance with its respective terms except as enforceability thereof may be limited by bankruptcy, insolvency, or reorganization or other similar laws now or hereinafter in effect relating to creditor’s rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law;

(c)   No material consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Assignee in connection with the execution, delivery or performance by the Assignee of this Assignment Agreement, or the consummation by it of the transactions contemplated hereby; and

(d)   The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Sale Agreement and the Mortgage Loans, and from and after the date hereof, the Assignee assumes for the benefit of each of the Seller and the Assignor all of the Assignor’s obligations as Purchaser thereunder, with respect to the Mortgage Loans.

4.   The Seller warrants and represents to, and covenants with, the Assignee that:

(a)   The Seller is not a natural person or a general partnership and is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation;

(b)   The Seller 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 ordinary course of the Seller’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Seller’s charter or by-laws, or any legal restriction, or any material agreement or instrument to which the Seller is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Seller or its property is subject. The execution, delivery and performance by the Seller of this Assignment Agreement, and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Seller. This Assignment Agreement has been duly executed and delivered by the Seller and constitutes the valid and legally binding obligation of the Seller enforceable against the Seller in accordance with its respective terms except as enforceability thereof may be limited by bankruptcy, insolvency, or reorganization or other similar laws now or hereinafter in effect relating to creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or in law; and

(c)   No material consent, approval, order or