ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 28th day of February, 2007, (this “ Assignment Agreement ”) is among Wells Fargo Bank, N.A. (“ Wells Fargo ”), as servicer ( in such capacity, the “ Servicer ”), GS Mortgage Securities Corp., as assignee (the “ Assignee ”) and Goldman Sachs Mortgage Company (“ GSMSC ”), as assignor (the “ Assignor ”).

WHEREAS, Bank of America, National Association (“ Bank of America ”) and Wells Fargo have entered into an Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of December 1, 2005 (the “ 2005 Purchase Agreement ”), an Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of December 1, 2005 (the “ 2005 MSWSA ”) and the Assignment and Conveyance Agreement (WFHM 2005-W97), dated December 15, 2005 (the “ 2005 ACA ”), pursuant to which Wells Fargo sold certain mortgage loans to Bank of America (the “ 2005 Wells Fargo Mortgage Loans ”);

WHEREAS, Bank of America and Wells Fargo have entered into a Second Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of May 1, 2006 (the “ 2006 MSWSA ”) and the Assignment and Conveyance Agreement (WFHM 2006-W33), dated May 24, 2006 (the “ 2006 ACA ”), pursuant to which Wells Fargo sold certain mortgage loans to Bank of America (the “ 2006 Wells Fargo Mortgage Loans ” and, together with the 2005 Wells Fargo Mortgage Loans, the “ Wells Fargo Mortgage Loans ”);

WHEREAS, Bank of America and DLJ Mortgage Capital, Inc . (“ DLJ Mortgage ”) have entered into a Mortgage Loan Purchase Agreement, dated as of July 1, 2006 (the “ DLJ Purchase Agreement ”), pursuant to which DLJ Mortgage sold certain mortgage loans to Bank of America (the “ DLJ Mortgage Loans ”);

WHEREAS, the Assignor has agreed on certain terms and conditions to purchase from Bank of America, and Bank of America has assigned and conveyed to the Assignor, certain of the Wells Fargo Mortgage Loans and certain of the DLJ Mortgage Loans (the “ Mortgage Loans ”) pursuant to (i) in the case of the Wells Fargo Mortgage Loans, the Assignment, Assumption and Recognition Agreement dated as of February 26, 2007, among Bank of America, the Servicer and the Assignor (the “ Bank of America Underlying Assignment Agreement ”), (ii) in the case of the DLJ Mortgage Loans, the Assignment, Assumption, and Recognition Agreement dated as of February 26, 2007 among Bank of America, DLJ Mortgage, the Servicer and the Assignor (the “ DLJ Underlying Assignment Agreement ” and, together with the Bank of America Underlying Assignment Agreement, the “ Underlying Assignment Agreements ”) and (iii) the related trade confirmation dated as of January 3, 2007 (the “ Trade Confirmation ”) between the Assignor and Bank of America, which mortgage loans are listed on the mortgage loan schedule (the “ Mortgage Loan Schedule ”) attached as Exhibit 1 hereto;

WHEREAS, the Mortgage Loans are being serviced and administered by the Servicer for the benefit of the Assignor pursuant to the Second Amended and Restated Master Seller’s Warranties and Servicing Agreement dated as of November 1, 2005, by and between the Assignor and the Servicer (the “ Servicing Agreement ” and, together with the Underlying Assignment Agreements, the “ Agreements ”); and

WHEREAS, pursuant to a Master Servicing and Trust Agreement dated as of February 1, 2007 (the “ Trust Agreement ”), among the Assignee, as depositor, U.S. Bank National Association, as trustee (the “ Trustee ”), Wells Fargo, as securities administrator and master servicer (in such capacity, the “ Master Servicer ”) and Deutsche Bank National Trust Company, as custodian, the Assignee will transfer the Mortgage Loans to the Trustee, together with the Assignee’s rights under the Agreements and Section S of the Trade Confirmation, 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:

2.   A ssignment 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 Mortgage Loans and the Agreements and all of its rights under Section S of the Trade Confirmation to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Agreements and Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans, from and after February 28, 2007; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after February 28, 2007, 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 serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Underlying Assignment Agreements.

(c)   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; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

3.   Accuracy of Agreements . The Servicer and the Assignor represent and warrant to the Assignee that (i) attached hereto as Exhibit 2 are true, accurate and complete copies of the Agreements, (ii) the Agreements are in full force and effect as of the date hereof and (iii) the Agreements have not been further amended or modified in any respect.

The Servicer further represents and warrants that (i) no notice of termination has been given to the Servicer under the Servicing Agreement and (ii) the representations and warranties contained in Section 3.1 of the Servicing Agreement, as modified by the applicable Underlying Assignment Agreement, are true and correct as of February 26, 2007.

The Assignor further represents and warrants to the Assignee that (i) attached hereto as Exhibit 3 is a true, accurate and complete copy of Section S of the Trade Confirmation, (ii) the Trade Confirmation is in full force and effect as of the date hereof and (iii) the Trade Confirmation has not been further amended or modified in any respect.

4.   Recognition of Assignee . 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, notwithstanding anything herein or in the Agreements to the contrary, shall service all of the Mortgage Loans for the benefit of the Assignee pursuant to the Agreements, the terms of which are incorporated herein by reference, whether or not such Mortgage Loans have been serviced pursuant to such agreement prior to the date hereof. It is the intention of the Assignor, the Servicer, and the Assignee that the Agreements shall be binding upon and inure to the benefit of the Servicer and the Assignee and their successors and assigns. In addition, it is the intention of the Assignor and the Assignee that Section S of the Trade Confirmation shall be binding upon and inure to the benefit of the Assignee and its successors and assigns.

5.   Representations and Warranties of the Assignee . The Assignee hereby represents and warrants to the Assignor as follows:

(a)   Decision to Purchase. The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statement or representations of the Assignor or the Servicer other than those contained in the Agreements or this Assignment Agreement.

(b)   Authority. The Assignee hereto represents and warrants that it is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Agreements and Section S of the Trade Confirmation.

(c)   Enforceability. The Assignee hereto represents and warrants that this Assignment Agreement has been duly authorized, executed and delivered by it 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