ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

EXECUTION

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”) made as of the 1 ^st day of January 2007, among PHH Mortgage Corporation (formerly known as Cendant Mortgage Corporation), as servicer (the “Servicer”) and seller (the “Seller”), Deutsche Bank National Trust Company, not in its individual capacity, but solely as trustee on behalf of GSR Mortgage Loan Trust 2007-AR1 (the “Assignee”), GS Mortgage Securities Corp., a Delaware corporation, as assignor (the “Assignor”), and is acknowledged by Wells Fargo Bank, N.A., as master servicer (in such capacity, the “Master Servicer”).

RECITALS

WHEREAS, GSMC, the Assignor and the Servicer have entered into an Assignment, Assumption and Recognition Agreement dated as of January 1, 2007, pursuant to which GSMC assigned its right title and interest in and to the Mortgage Loans (as defined below) and the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans, to the Assignor (the “GSMC Assignment Agreement”);

WHEREAS, the Assignee has agreed on certain terms and conditions to purchase from the Assignor the mortgage loans it acquired from GSMC, each of which is subject to the provisions of the Sale and Servicing Agreement and is listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “Mortgage Loans”);

WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated as of January 1, 2007 (the “Trust Agreement”), between the Assignor, as depositor, Deutsche Bank National Trust Company, as trustee (the “Trustee”), Wells Fargo Bank, N.A., as securities administrator and Master Servicer, 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 Assignor will transfer the Mortgage Loans to the Assignee, together with the Assignor’s rights in the Sale and Servicing Agreement; and

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.   Assignment and Assumption . (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans, and the Assignee hereby assumes all of the Assignor’s rights, title and obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof; provided , however , it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the Sale and Servicing Agreement arising prior to the date hereof. The Assignor shall remain liable for all such liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. The Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement or the GSMC Assignment Agreement from and after the date hereof, to the extent relating to the Mortgage Loans.

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

(c)   The Seller and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement or the PPTL without the joinder of the Assignee with respect to mortgage loans serviced under the Sale and Servicing Agreement but not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

2.   Accuracy of the Sale and Servicing Agreement . The Seller and the Assignor represent and warrant to the Assignee that (i) attached hereto as Exhibit 2 is a true, accurate and complete copy of the Sale and Servicing Agreement, (ii) the Sale and Servicing Agreement and the PPTL are in full force and effect as of the date hereof, (iii) the Sale and Servicing Agreement and the PPTL have not been amended or modified in any respect, other than by any amendment described in the recitals hereto and appended to the Sale and Servicing Agreement and (iv) no notice of termination has been given to the Servicer under the Sale and Servicing Agreement or the PPTL. The Seller, in its capacity as seller and/or servicer under the Sale and Servicing Agreement, further represents and warrants that the representations and warranties contained in Sections 3.01 and 3.02 of the Sale and Servicing Agreement are true and correct as of the Closing Date (as defined in the Trust Agreement).

3.   Recognition of Assignee; Recognition of Master Servicer . (a) From and after the date hereof, (i) the Assignor shall note the transfer of the Mortgage Loans to the Assignee in its books and records, (ii) shall recognize the Assignee as the owner of the Mortgage Loans and (iii) the Servicer shall, subject to clause (b) below, service the Mortgage Loans for the benefit of the Assignee pursuant to the Sale and Servicing Agreement. It is the intention of the Assignor, the Servicer and the Assignee through the execution of this Agreement that the Sale and Servicing Agreement shall be binding upon, and inure to the benefit of, the Assignee and its successors and assigns.

(b)   The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Sale and Servicing Agreement) will be subject to the supervision of the Master Servicer (except that the Master Servicer shall not be responsible for supervising the servicing of defaulted Mortgage Loans and REO Properties) and that the Master Servicer, acting on behalf of the Assignee as the owner of the Mortgage Loans, shall have the same rights as were assigned by GSMC, in its capacity as the original purchaser under the Sale and Servicing Agreement, to the Assignor under the GSMC Assignment Agreement, and further assigned by the Assignor to the Assignee, on behalf of the Trust, hereunder. Such rights will include, without limitation, the right to terminate the Servicer under the Sale and Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Sale and Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Sale and Servicing Agreement, indemnification rights and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer.

(c)   All reports, notices and other written information required to be delivered to the Assignee, as the successor in interest to GSMC and the Assignor under the Sale and Servicing Agreement, shall also be delivered to the Master Servicer at the address set forth in Section 9 hereof, provided, however, that any reports required to be delivered under the Sale and Servicing Agreement (as modified hereby) shall be transmitted by magnetic tape, electronic mail, or other similar media mutually acceptable to the Master Servicer and Servicer. All remittances required to be made to the Assignee, as the successor in interest to GSMC and the Assignor under the Sale and Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account:

Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth calendar day of each month (or if such tenth calendar day is not a Business Day, the immediately succeeding Business Day), the Servicer shall furnish to the Master Servicer (i)(a) monthly loan data in the form of Exhibit 5 hereto or another mutually agreed-upon format, (b) default loan data in the mutually agreed upon format set forth in Exhibit 6 hereto, or another mutually agreed-upon format, and (c) information regarding the realized losses and gains in the mutually agreed upon format set forth in Exhibit 3 and Exhibit 4 hereto, or another mutually agreed-upon format, in each case relating to the period ending on the last day of the preceding calendar month and (ii) all supporting documentation with respect to the information required under the preceding paragraph.

4.   Representations and Warranties of the Assignee . The Assignee hereby represents and warrants as follows:

(a)   Authority . The Assignee is duly and legally authorized to enter into this Agreement and to perform its obligations hereunder and under the Sale and Servicing Agreement and the PPTL.

(b)   Enforceability . This Agreement has been duly authorized, executed and delivered by the Assignee and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceed-ing in equity or at law).

5.   Representations and Warranties of the Assignor . The Assignor hereby represents and warrants as of the date hereof, unless otherwise stated below, as follows:

(a)   Organization . The Assignor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Sale and Servicing Agreement, the PPTL and this Agreement.

(b)   Enforceability . This Agreement has been duly executed and delivered by the Assignor, and, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a legal, valid, and binding agreement of the Assignor, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and to general principles of equity regardless of whether enforcement is sought in a proceeding in equity or at law.

(c)   No Consent . The execution, delivery and performance by the Assignor of this Agreement and the consummation of the transactions contemplated thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof.

(d)   Authorization; No Breach . The execution and delivery of this Agreement have been duly authorized by all necessary corporate action on the part of the Assignor; neither the execution and delivery by the Assignor of this Agreement, nor the consummation by the Assignor of the transactions herein contemplated, nor compliance by the Assignor with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of the governing documents of the Assignor or any law, governmental rule or regulation or any material judgment, decree or order binding on the Assignor or any of its properties, or any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Assignor is a party or by which it is bound.

(e)   Actions; Procedures . There are no actions, suits or proceedings pending or, to the knowledge of the Assignor, threatened, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter that in the judgment of the Assignor will be determined adversely to the Assignor and will if determined adversely to the Assignor materially adversely affect its ability to perform its obligations under this Agreement.

(f)   Prior Assignments; Pledges . As of January 31, 2007, except for the sale to the Assignee, the Assignor has not assigned or pledged any Mortgage Note or the related Mortgage or any interest or participation therein.

(g)   Releases . As of January 31, 2007, the Assignor has not satisfied, cancelled, or subordinated in whole or in part, or rescinded any Mortgage, and the Assignor has not released any Mortgaged Property from the lien of the related Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement or other agreement approved by the related Federal Insurer, to the extent such approval was required.

(h)   Mortgage Loans . With respect to each Mortgage Loan, the representations and warranties contained in Section 3.03 of the Sale and Servicing Agreement, to the extent they relate to matters arising on or after the related Closing Date (as defined in the applicable Sale and Servicing Agreement), are true and correct as of January 31, 2007. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.03 of the applicable Sale and Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to January 1, 2007, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to January 31, 2007.

(i)   Predatory Lending . As of January 31, 2007, each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law. 

(j)   No High Cost or Covered Loans .   No Transferred Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable, as such terms are defined in the then current Standard & Poor’s LEVELS â Glossary. In addition, no Transferred Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” loan under any applicable federal, state or local predatory or abusive lending law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees), and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.

It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive the sale of the Mortgage Loans to the Assignee and the delivery of the respective Mortgage Files to the Custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer or the Assignee of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties to this Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 below to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5.

6.   Repurchase of Mortgage Loans . Upon discovery or notice of any breach by the Assignor of any representation, warranty, or covenant under this Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 60 days from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect, such cure or repurchase must take place within 45 days of the Defect Discovery Date.

Except as specifically set forth herein, the Assignor shall have no responsibility to enforce any provision of this Agreement, to oversee compliance hereof, or to take notice of any breach or default thereof.

7.   Amendment of the Sale and Servicing Agreement . In connection with the transfer of the Mortgage Loans hereunder, the Servicer agrees that, from and after the date hereof, each Mortgage Loan transferred hereunder will be subject to, and serviced under, the Sale and Servicing Agreement, provided that, solely with respect to the Mortgage Loans transferred hereunder, the following modifications shall be made:

(b) In Section 6.2 of the Sale and Servicing Agreement, the words “5 ^th calendar day” shall be replaced with the words “10 ^th calendar day.”

(c) Section 10.01(2) shall be amended by adding the following words at the end of such Section: “ provided, further , that any failure on the part of the Servicer to deliver the the required report or certification under Sections 7.04, 7.05 and/or 7.07 shall constitute an immediate event of default.”

(d) Exhibit 13 of the Sale and Servicing Agreement shall be replaced with Exhibit 7 hereto.