ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “ Assignment Agreement ”) made this 26th day of February 2007 (the “ Closing Date ”), among Wells Fargo Bank, N.A. (the “ Servicer ”), Bank of America, National Association (the “ Assignor ”) and Goldman Sachs Mortgage Company (the “ Assignee ”).

WHEREAS, the Assignor and the Servicer 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   Servicing Agreement ”), and an Assignment and Conveyance Agreement, dated December 15, 2005 (WFHM 2005-W97) (the “ 2005   ACA ”), each between the Assignor and the Servicer pursuant to which the Servicer sold to the Assignor certain mortgage loans;

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

WHEREAS, the mortgage loans purchased by the Assignor pursuant to the Purchase Agreements are being serviced by the Servicer on behalf of the Assignor pursuant to the terms of a Second Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of May 1, 2006, (the “ 2006   Servicing Agreement ” and, collectively with the Purchase Agreements, the 2005 Servicing Agreement and the Assignment and Conveyance Agreements, the “ Agreements ”);

WHEREAS, the Assignee has agreed on certain terms and conditions to purchase from the Assignor certain mortgage loans (the “ Mortgage Loans ”), which Mortgage Loans are subject to the provisions of the Agreements and are listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “ Mortgage Loan Schedule ”); and

WHEREAS, the Assignee and the Servicer have agreed that on and after the Closing Date, the Mortgage Loans shall be serviced and administered by the Servicer for the benefit of the Assignee pursuant to the Second Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of November 1, 2005 (the “ Goldman SWSA ”), by and between the Assignee and the Servicer;

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 all of its right, title and interest in, to and under the Mortgage Loans and the Agreements, to the extent relating to the Mortgage Loans, and only 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 (as amended hereby), to the extent relating to the Mortgage Loans, and only the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Agreements from and after the date hereof, to the extent relating to the Mortgage Loans, and only the Mortgage Loans. The Assignor, the Assignee and the Servicer further agree that any reference in the Agreements to “Bank of America, N.A.” is deleted in its entirety and replaced with “Goldman Sachs Mortgage Company;” provided, however, that it is agreed upon and understood that the Assignee shall not be deemed to make the representations and warranties in Section 7 of either Purchase Agreement.

(b)   Simultaneously with the execution of this Assignment Agreement, on February 26, 2007, the Assignee shall pay to the Assignor the purchase price as calculated pursuant to the trade confirmation dated as of January 3, 2007 (the “ Trade Confirmation ”), by and between the Assignee and the Assignor. The Assignee shall pay the purchase price payable under the Trade Confirmation by wire transfer of immediately available funds to the account specified by the Assignor. The Assignee shall be entitled to all scheduled payments due on the Mortgage Loans after February 1, 2007 (the “ Assigned Loans Cut-off Date ”) and all unscheduled payments or other proceeds or other recoveries on the Mortgage Loans received on and after the Assigned Loans Cut-off Date except as otherwise specified in the Trade Confirmation.

(c)   The Servicer and the Assignor shall have the right to amend, modify or terminate the Agreements without the consent 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.

2.   Accuracy of the Agreements .

The Servicer and the Assignor each 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, (iii) the Agreements have not been amended or modified in any respect and (iv) no notice of termination has been given to such party under the 2006 Servicing Agreement.

3.   Recognition of the 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 shall service the Mortgage Loans for the benefit of the Assignee pursuant to the Goldman SWSA (as amended hereby), the terms (other than those contained in Article III thereof) of which are incorporated herein by reference.

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

(a)   The Assignee 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 statements or representations of the Assignor or the Servicer other than those contained in the Agreements or this Assignment Agreement.

(b)   The Assignee is duly and legally authorized to enter into this Assignment Agreement and to perform its obligations hereunder and under the Agreements.

(c)   This Assignment 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 proceeding in equity or at law.

5.   Representations and Warranties of the Servicer .

The Servicer hereby warrants and represents to, and covenants with, the Assignee that:

(a)   The representations and warranties contained in Section 3.01 of the 2006 Servicing Agreement are deemed to be made as of the date of this Assignment Agreement, and all such representations and warranties are true and correct as of the date of this Assignment Agreement.

(b)   The Servicer has serviced the Mortgage Loans in accordance with the terms of the 2006 Servicing Agreement and provided accurate statements pursuant to Section 5.02 thereof and otherwise complied with all covenants and obligations thereunder.

(c)   The Servicer has taken no action or omitted to take any required action the omission of which would have the effect of impairing any mortgage insurance or guarantee on the Mortgage Loans.

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

(a)   The Assignor has been duly organized and is validly existing as a national banking association under the laws of the United States with full power and authority (corporate and other) to enter into and perform its obligations under the Agreements and this Assignment Agreement.

(b)   This Assignment 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)   The execution, delivery and performance by the Assignor of this Assignment 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 thereof.

(d)   The execution and delivery of this Assignment Agreement have been duly authorized by all necessary action on the part of the Assignor; neither the execution and delivery by the Assignor of this Assignment Agreement, nor the consummation by the Assignor of the transactions therein contemplated, nor compliance by the Assignor with the provisions thereof, 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