ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “ Assignment Agreement ”) made this 29th day of March, 2007, among IndyMac Bank, F.S.B., (“ IndyMac ” or the “ Servicer ”), GS Mortgage Securities Corp., as assignee (the “ Assignee ”) and Goldman Sachs Mortgage Company, as assignor (the “ Assignor ”).

WHEREAS, the Assignor and the Servicer have entered into (i) the Amended and Restated Servicing Agreement, dated as of November 1, 2005 (the “ Servicing Agreement ”), and (ii) the Second Amended and Restated Master Mortgage Loan Purchase Agreement, dated as of March 1, 2006, as amended by that certain Amendment No. 1 dated as of June 1, 2006 (as amended, the “ Sale Agreement ”), pursuant to which the Servicer sold to the Assignor certain mortgage loans listed on the mortgage loan schedule attached as an exhibit to the Servicing 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 Sale Agreement and are listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “ Mortgage Loan Schedule ”); and

WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated as of March 1, 2007 (the “ Trust Agreement ”), among GS Mortgage Securities Corp., as depositor, Deutsche Bank National Trust Company, as trustee (in such capacity, the “ Trustee ”) and as a custodian, U.S. Bank National Association, as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Wells Fargo Bank, National Association, as master servicer (in such capacity, the “ Master Servicer ”), securities administrator and as a custodian, the Assignee will transfer the Mortgage Loans to the Trustee, together with the Assignee’s rights under the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) 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.   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 Mortgage Loans, the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to 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 Servicing Agreement and the Sale 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 serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the respective dates of the Servicing Agreement and the Sale Agreement.

(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.

2.   Modification of the Sale Agreement . Only in so far as it relates to the Mortgage Loans, the Servicer and the Assignor hereby amend the Sale Agreement as follows:

(a)   The definition of “Repurchase Price” in Article I shall be amended by deleting the definition in its entirety and replacing it with the following:

Repurchase Price : With respect to any Mortgage Loan, a price equal to (i) the Stated Principal Balance of the Mortgage Loan as of the date of repurchase plus (ii) interest on such Stated Principal Balance at the Mortgage Loan Remittance Rate from the last date through which interest has been paid and distributed to the Purchaser to the last day of the month in which the repurchase occurs, less amounts received or advanced in respect of such repurchased Mortgage Loan which such amounts are being held in the Custodial Account for distribution in the month of repurchase plus (iii) with respect to any Mortgage Loan included in a Securitization Transaction, damages incurred by the Purchaser or its assignee including the trust in any securitization in connection with any violation by such Mortgage Loan of any predatory or abusive lending law.

(b)   The definition of “Remittance Date” in Article I shall be amended by deleting the definition in its entirety and replacing it with the following:

“With respect to each Mortgage Loan: the eighteenth (18 ^th ) day of any month, beginning with the eighteenth (18 ^th ) day of the month next following the month in which the related Cut-off Date occurs, or if such eighteenth (18 ^th ) day is not a Business Day, the immediately preceding Business Day.”

(c)   a new section, Section 8, will be added immediately following Subsection 7.04 which shall read as follows:

“SECTION 8. Third-Party Beneficiary .

Wells Fargo Bank, National Association, as master servicer, securities administrator and as a custodian under the Master Servicing and Trust Agreement, dated as of March 1, 2007, among GS Mortgage Securities Corp., as depositor, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company, as trustee and as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Wells Fargo Bank, National Association, shall be considered a third-party beneficiary to this Agreement entitled to all of the rights and benefits accruing to it as if it were a direct party to this Agreement.”

3.   Modification of the Servicing Agreement . Only in so far as it relates to the Mortgage Loans, the Servicer and the Assignor hereby amend the Servicing Agreement as follows:

(a)   The definition of “Remittance Date” in Article I shall be amended by deleting the definition in its entirety and replacing it with the following:

“With respect to each Mortgage Loan: the eighteenth (18 ^th ) day of any month, beginning with the eighteenth (18 ^th ) day of the month next following the month in which the related Cut-off Date occurs, or if such eighteenth (18 ^th ) day is not a Business Day, the immediately preceding Business Day.”

(b)   a new section, Section 11, will be added immediately following Subsection 10.07 which shall read as follows:

“SECTION 11. Third Party Beneficiary .

Wells Fargo Bank, National Association, as master servicer, securities administrator and as a custodian under the Master Servicing and Trust Agreement, dated as of March 1, 2007, among GS Mortgage Securities Corp., as depositor, U.S. Bank National Association, as a custodian, Deutsche Bank National Trust Company, as trustee and as a custodian, The Bank of New York Trust Company, National Association, as a custodian and Wells Fargo Bank, National Association, shall be considered a third-party beneficiary to this Agreement entitled to all of the rights and benefits accruing to it as if it were a direct party to this Agreement.”

(c)   the definition of “Business Day” in Section 1 shall be amended by deleting the definition in its entirety and replacing it with the following:

“Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking or savings and loan institutions in the States of California, Maryland, Minnesota or New York are authorized or obligated by law or executive order to be closed.”

(d)   The second paragraph of Section 3.13(c) shall be deleted in its entirety and replaced with:

“The Servicer shall use its best efforts to dispose of the REO Property as soon as possible and shall sell such REO Property in any event within three years after title has been taken to such REO Property, not later than the end of the third taxable year after the year of its acquisition unless (i) (A) a REMIC election has not been made with respect to the arrangement under which the Mortgage Loans and the REO Property are held, and (ii) the Servicer determines, and gives an appropriate notice to the Owner to such effect, that a longer period is necessary for the orderly liquidation of such REO Property. If a period longer than three years is permitted under the foregoing sentence and is necessary to sell any REO Property, (i) the Servicer shall report monthly to the Owner as to the progress being made in selling such REO Property, (ii) the Servicer shall obtain an extension from the Internal Revenue Service and (iii) if, with the written consent of the Owner, a purchase money mortgage is taken in connection with such sale, such purchase money mortgage shall name the Servicer as mortgagee, and such purchase money mortgage shall not be held pursuant to this Agreement, but instead a separate participation agreement among the Servicer and Owner shall be entered into with respect to such purchase money mortgage.”

(e)   Section 4.1(b) shall be amended by deleting it in its entirety and replacing it with the following:

With respect to any remittance to the Owner made by the Servicer after the date such remittance was due, the Servicer shall pay to the Owner interest on such late remittance at an annual rate equal to Prime plus two percent (2.0%), but in no event greater than the maximum amount permitted by applicable law. Such interest shall be deposited in the Custodial Account by the Servicer on the date such late remittance is made and shall cover the period commencing with the day immediately following the Remittance Date and ending with the Business Day on which such late remittance is made, both inclusive. Such interest shall be remitted along with such late remittance. The payment by the Servicer of any such interest shall not be deemed an extension of time for payment or a waiver of any Event of Default by the Servicer.

(f)   Section 6.1 shall be amended by deleting the first paragraph of Section 6.1 and replacing it with the following:

“Subject to Section 6.3, the Servicer agrees to indemnify and hold harmless the Owner or Master Servicer, as applicable, against any and all Losses that the Owner or Master Servicer may sustain in any way related to the failure of such Servicer to service the Mortgage Loans in compliance with the terms of this Agreement; provided, however , the Servicer shall not be liable hereunder (a) to the extent such Losses directly result from the Custodian’s negligent action, negligent failure to act, bad faith, willful misconduct or breach under the Custodial Agreement, dated as of February 1, 2004, among the Owner and the Custodian, (b) with respect to any action or inaction in accordance with the direction or consent of the Owner or (c) resulting from the Owner’s failure to respond to a request by the Servicer for direction or consent in accordance with Section 3.1(c) hereof. The Servicer shall immediately notify the Owner and the Master Servicer, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans. The Servicer shall assume (with the written notification to the Owner or Master Servicer, as applicable) the defense of any such claim and pay all reasonable expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Servicer, the Owner or the Master Servicer, subject to limitation pursuant to this Section 6.1, in respect of such claim. The Servicer shall follow any written instructions received from the Owner or the Master Servicer, as applicable, in connection with any such claim and the Owner or the Master Servicer, as applicable, shall promptly reimburse the Servicer for all amounts reasonably advanced by it pursuant to the preceding sentence, except when the claim (a) is related to the Servicer’s obligations to indemnify the Owner or Master Servicer pursuant hereto, (b) results from the failure of the Servicer to service the Mortgage Loans in compliance with the terms of this Agreement or (c) results from the Servicer’s willful misconduct, bad faith or negligence in performing its duties under this Agreement.”

(g)   Section 7.1 shall be amended as follows:

(ii)   A new subsection (x) shall be added immediately following subsection (ix) which shall be as follows:

“there shall be no cure period for failure by the Servicer duly to observe or perform in any material respect any of the covenants or agreements on the part of the Servicer set forth in Section 5.4 of this Agreement.”

(h)   Section 9.1(b) shall be deleted in its entirety and replaced with the following:

“The Servicer shall deliver to the successor (i) the funds in the Custodial Account and the Escrow Account to which the Owner is entitled pursuant to the terms of this Agreement, (ii) all other funds to which the Owner is entitled pursuant to the terms of this Agreement net of any unreimbursed Advances and (iii) all other amounts which may thereafter be received with respect to the Mortgage Loans and to which the Servicer is not entitled pursuant to the terms of this Agreement within two Business Days of receiving notice of the appointment of such successor servicer. The Servicer shall deliver all Collateral Files and Servicing Files and related documents and statements held by it hereunder within thirty calendar days of receiving notice of the appointment of a successor servicer. The Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Servicer.”

(l)   Exhibit E shall be deleted in its entirety and be replaced with a new “Exhibit E” which shall be as set forth in Exhibit 4 attached to this Assignment Agreement.

4.   Accuracy of the Servicing Agreement and the Sale Agreement . The Servicer 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 Servicing Agreement, (ii) attached hereto as Exhibit 3 is a true, accurate and complete copy of the Sale Agreement, (iii) each of the Servicing Agreement and the Sale Agreement is in full force and effect as of the date hereof, (iv) except as provided in Section 2 above, each of the Servicing Agreement and the Sale Agreement has not been amended or modified in any respect and (v) no notice of termination has been given to the Servicer under the Servicing Agreement or the Sale Agreement. The Servicer, in its capacity as seller and/or servicer under each of the Servicing Agreement and the Sale Agreement, further represents and warrants that the representations and warranties contained in Section 2.1 of the Servicing Agreement are true and correct as of the Closing Date (as such term is defined in the Servicing Agreement) and the representations and warranties regarding the Mortgage Loans contained in Section 3.02 of the Sale Agreement were true and correct as of the Closing Date (as such term is defined in the Sale Agreement).

5.   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 to the contrary, shall service all of 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.

6.   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 statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement, the Sale Agreement 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 Servicing Agreement and the Sale Agreement.

(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 affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforcement is con