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 ”), DLJ Mortgage Capital, Inc . , (“ Seller ”), Bank of America, National Association (the “ Assignor ”) and Goldman Sachs Mortgage Company (the “ Assignee ”).

WHEREAS, the Assignor and the Seller have entered into a Mortgage Loan Purchase Agreement, dated as of July 1, 2006 (the “ Purchase Agreement ”), pursuant to which the Seller sold to the Assignor certain mortgage loans (the “ Mortgage Loans ”), which Mortgage Loans are subject to the provisions of the Purchase Agreement and are listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “ Mortgage Loan Schedule ”);

WHEREAS, in connection with the execution of the Purchase Agreement, the Assignor, the Seller and the Servicer have entered into a Reconstitution Agreement, dated as of July 28, 2006, (the “ Recon   Agreement ”) pursuant to which the Mortgage Loans are being serviced by the Servicer on behalf of the Assignor under a Second Amended and Restated Master Seller’s Warranties and Servicing Agreement, dated as of May 1, 2006, (together with the Recon Agreement, the “ Servicing Agreement ” and, collectively with the Purchase Agreement, the “ Agreements ”); 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 Servicing Agreement 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, as they relate to the Mortgage Loans and only the Mortgage Loans, 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 4.3 of the 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 Servicing Agreement 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 .

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

(b)   The Seller and the Assignor each represent and warrant to the Assignee that (i) attached hereto as Exhibit 2 is a true, accurate and complete copy of the Purchase Agreement, (ii) the Purchase Agreement is in full force and effect as of the date hereof, (iii) the Purchase Agreement has not been amended or modified in any respect and (iv) no notice of termination has been given to such party under the Purchase 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 II with respect to the conveyance of Mortgage Loans and Article III thereof) of which are incorporated herein by reference. From and after the date hereof, the Seller shall note the transfer of the Mortgage Loans to the Assignee in its books and records and shall recognize the Assignee as the owner of the Mortgage Loans.

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, the Seller 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 Servicing Agreement, as amended below, 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.

(i)   3.01(b) is amended by deleting, “, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Company pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction.”

(ii)   3.01(e) is amended by deleting, “The consideration received by the Company upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans;”

(iii)   3.01(f) is amended by deleting, “and the sale of the Mortgage Loans will not cause the Company to become insolvent. The sale of the Mortgage Loans is not undertaken to hinder, delay or defraud any of the Company’s creditors”

(iv)   3.01(h) is amended by deleting, “or the sale of the Mortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement.”

(v)   3.01(i) is deleted and replaced with “reserved”

(vi)   3.01(k) is deleted and replaced with “reserved”

(vii)   3.01(m) is deleted and replaced with reserved”

Notwithstanding anything to the contrary contained in the Servicing Agreement, the parties acknowledge that the Servicer shall have no obligation to repurchase any Mortgage Loan and a breach of the representations and warranties above shall constitute an Event of Default for which the Servicer may be terminated pursuant to Section 10.01.

(b)   The Servicer has serviced the Mortgage Loans in accordance with the terms of the 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 Seller .

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

(a)   The representations and warranties contained in Sections 4.1(i)-(vi) of the Purchase 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)   No offsets, counterclaims or other defenses are available to the Seller with respect to the Purchase Agreement or the Mortgage Loans.

(c)   The Seller has not waived or agreed to any waiver under, or agreed to any amendment or other modification of, the Purchase Agreement or the Mortgage Loans, including without limitation the transfer of the servicing obligations under the Purchase Agreement. The Seller has no knowledge of, and has not received notice of, any waivers under or amendments or other modifications of, or assignments of rights or obligations under or defaults under, the Purchase Agreement, or the Mortgage Loans.

(d)   Neither the Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Mortgage Loans, any interest in the Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to the Mortgage Loans, any interest in the Mortgage Loans or any other similar security with, any person in any manner, or made by general solicitation by means of general advertising or in any other manner, or taken any other action that would constitute a distribution of the Mortgage Loans under the 1933 Act or that would render the disposition of the Mortgage Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

7.   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 in