ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “ Assignment Agreement ”) made this 29th day of March, 2007, among National City Mortgage Co., (“ NatCity ” 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 the Second Amended and Restated Flow Seller’s Warranties and Servicing Agreement, dated as of January 1, 2006 (as amended, the “ Servicing Agreement ”) pursuant to which the Servicer sold 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 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 all of its right, title and interest in and to the Mortgage Loans and 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) from and after the date hereof, and the Assignee hereby assumes all of the Assignor’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof. 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 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 date of the Servicing 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 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)    Section 4.17, paragraph three, shall be amended by deleting “.” at the end of such paragraph 3, and replacing it with the following language:

“, and provided   further , that if the Company is unable to sell such REO Property within three years of acquisition, the Company shall obtain an extension from the Internal Revenue Service.”

(b)    The second sentence in the second paragraph of Section 5.1 shall be deleted it its entirety and be replaced with the following:

“Such interest shall be deposited in the Custodial Account by the Company on the date such late payment is made and shall cover the period commencing with the day on which such payment was due and ending on the Business Day on which such payment is made, both inclusive.

(c)    Section 6.4 shall be deleted in its entirety.

(d)    Section 6.5 shall be deleted in its entirety.

(e)    Section 8.1 shall be deleted in its entirety and be replaced with the following:

“The Company shall indemnify the Purchaser and the applicable master servicer and hold it harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Purchaser or master servicer may sustain in any way related to the failure of the Company to perform its duties and service the Mortgage Loans in strict compliance with the terms of this Agreement. The Company immediately shall notify the Purchaser or master servicer, as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans, assume (with the prior written consent of the Purchaser or master servicer as applicable) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or the Purchaser or master servicer, as applicable, in respect of such claim. The Company shall follow any written instructions received from the Purchaser or master servicer, as applicable, in connection with such claim. The Purchaser or master servicer, as applicable, promptly shall reimburse the Company for all costs, fees or expenses advanced by it pursuant to this paragraph except when the claim in any way results from, relates to or arises out of any liability, obligation, act or omission of the Company, including without limitation, the Company’s indemnification obligation under Section 3.3 and this Section 8.1, any repurchase obligation of the Company hereunder including Sections 2.3, 3.3 and 6.2, or the failure of the Company to service and administer the Mortgage Loans and otherwise perform its obligations hereunder in strict compliance with the terms of this Agreement.”

(f)    Section 9.1(c) shall be amended by adding the following:

“which shall include, for so long as the Mortgage Loans are being master serviced by a master servicer in a securitization transaction, by March 15 ^th of each year (or if March 15 ^th is not a Business Day, the immediately preceding Business Day), or at any other time upon thirty (30) days written request, an officer of the Servicer shall execute and deliver an Officer’s Certificate to the master servicer, the trustee and the depositor for the benefit of such party, and such party’s officers, directors and affiliates, substantially in the form attached hereto as Exhibit K;”

(g)    Section 10.1 shall be amended in the following manner:

(1)   The word “or” in Section 10.1(i) shall be deleted;

(2)   The word “or” shall be added to the end of Section 10.1(ii); and

(3)   A Section 10.1(iii) shall be added after Section 10.1(ii) which shall read as follows:

“any failure by the Company to duly perform in any material respect any of the requirements of the Company as set forth in Section 13.4 and 13.5 hereto upon the date on which written notice of such failure, requiring the same to be remedied, shall have been given the Company.”

(h)    Section 11.3 shall be amended by deleting the words “upon ten (10) Business Days’ prior” from the first sentence of the first paragraph of such Section.

(i)    The third paragraph of Section 12.1 shall be deleted in its entirety and replaced with the following:

“The Company shall deliver to the successor servicer the funds in the Custodial Account and Escrow Account and 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 Company with respect to such accounts within two Business Days after receiving notice of the appointment of such successor servicer. The Company shall deliver promptly to the successor servicer all Mortgage Files and related documents and statements held by it hereunder 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 Company within thirty calendar days after receiving notice of the appointment of such successor servicer.”

(j)    a new section, Section 12.12, will be added immediately following Section 12.11 which shall read as follows:

“Section 12.12 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., Deutsche Bank National Trust Company, U.S. Bank National Association, The Bank of New York Trust Company, National Association 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.”

(g)   Exhibit K shall be deleted in its entirety and be replaced with a new “Exhibit K” which shall be as set forth in Exhibit 3 attached to this Assignment Agreement.

3.    Accuracy of Servicing 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) the Servicing Agreement is in full force and effect as of the date hereof, (iii) except as provided in Section 2 above, the Servicing Agreement has not been amended or modified in any respect and (iv) no notice of termination has been given to the Servicer under the Servicing Agreement. The Servicer, in its capacity as seller and/or servicer under the Servicing Agreement, further represents and warrants that the representations and warranties contained in Section 3.1 of the Servicing Agreement are true and correct as of the Closing Date (as such term is defined in the Servicing Agreement).

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 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.

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 statements or representations of the Assignor or the Servicer other than those contained in the Servicing 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.

(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 considered in a proceeding in equity or at law).

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

(a)    Organization . The Assignor has been duly organized and is validly existing as a limited partnership in good standing under the laws of the State of New York with full power and authority (corporate and other) to enter into and perform its obligations under the Servicing Agreement and this Assignment Agreement.

(b)    Enforceability . 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)    No Consent . The execution, delivery and performance by the Assignor of this Assignment Agreement and the consummation of the transactions contemplated hereby 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 Assignment 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 Assignment 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; Proceedings . 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 Assignment 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 Assignment Agreement.

7.    Additional Representations and Warranties of the Assignor With Respect to the Mortgage Loans . The Assignor hereby represents and warrants to the Assignee as follows:

(a)    Prior Assignments; Pledges . 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.

(b)    Releases . The Assignor has not satisfied, canceled or subordinated in whole or in part, or rescinded any Mortgage, and the Assignor has not released the related Mortgaged Property from the lien of any