THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 1st day of June 2007 (this “Assignment Agreement”), is among SunTrust Mortgage, Inc., a Virginia Corporation, as seller and servicer (“SunTrust” or the “Servicer”), GS Mortgage Securities Corp., a Delaware corporation (the “Assignee”), and Goldman Sachs Mortgage Company, a New York limited partnership (the “Assignor”).

WHEREAS, Bank of America, National Association (“Bank of America”) (as successor by assignment to Banc of America Mortgage Capital Corporation (“BAMCC”) pursuant to the Master Assignment, Assumption and Recognition Agreement dated as of September 1, 2004 (the “Master AAR”)) and SunTrust have entered into a Flow Sale and Servicing Agreement dated as of February 1, 2004, as amended by Amendment No. 1 dated as of June 1, 2004, and as further amended by Amendment No. 2 dated as of November 1, 2004 (as further modified by the Master AAR, the “Sale and Servicing Agreement”), pursuant to which the SunTrust sold to Bank of America certain mortgage loans (the “11/18/04 Mortgage Loans”) listed on the mortgage loan schedule attached as an exhibit to the memorandum of sale dated November 18, 2004 (the “Memorandum of Sale”), between Bank of America and SunTrust;

WHEREAS, the Assignor has agreed on certain terms and conditions to purchase from Bank of America, and Bank of America has agreed to assign and convey to the Assignor, certain of the 11/18/04 Mortgage Loans (the “4/27/05 Mortgage Loans”) pursuant to an Assignment, Assumption and Recognition Agreement dated as of April 27, 2005, among Bank of America, SunTrust and the Assignor (the “Underlying Assignment Agreement,” and together with the Sale and Servicing Agreement and the Memorandum of Sale, the “BofA Agreements”), which 4/27/05 Mortgage Loans are subject to the provisions of the Sale and Servicing Agreement and are listed on Exhibit 1 to the Underlying Assignment Agreement;

WHEREAS, pursuant to the Underlying Assignment Agreement, Bank of America has assigned all of its right, title and interest in, to and under the 4/27/05 Mortgage Loans, the Sale and Servicing Agreement and the Memorandum of Sale, to the extent related to the 4/27/05 Mortgage Loans, to the Assignor;

WHEREAS, the Assignor and the Servicer have entered into (i) a certain Amended and Restated Flow Seller’s Warranties and Servicing Agreement, dated as of December 1, 2005, as amended by Amendment No. 1, dated as of July 1, 2006, (the “Servicing Agreement”) and (ii) the related Commitment Letters dated as of August 7, 2006, April 11, 2007 and May 2, 2007 (each, a “Commitment Letter”), pursuant to which the Assignor has acquired certain mortgage loans (the “SunTrust Mortgage Loans”), which are subject to the provisions of the Servicing Agreement;

WHEREAS, the Assignee has agreed on certain terms and conditions to purchase from the Assignor certain of the 4/27/05 Mortgage Loans and certain of the SunTrust Mortgage Loans (the “Mortgage Loans”), which are listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “SunTrust Mortgage Loans,” and together with the 4/27/05 Mortgage Loans, “Mortgage Loans”);

WHEREAS, pursuant to a Master Servicing and Trust Agreement dated as of June 1, 2007 (the “Trust Agreement”), among the Assignee, as depositor, U.S. Bank National Association, as trustee (the “Trustee”) and as a custodian, Deutsche Bank National Trust Company, as a custodian, and Wells Fargo Bank, N.A., as securities administrator (in such capacity, the “Securities Administrator”) and master servicer (in such capacity, the “Master Servicer”), the Assignee will transfer the Mortgage Loans to the Trustee on behalf of the trust, together with the Assignee’s rights under the BofA Agreements and the Servicing Agreement, and any rights it has with respect to early payment defaults or first payment defaults provisions of the Underlying Assignment Agreement and each Commitment Letter to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder);

Notwithstanding anything to the contrary in the Servicing Agreement, in the event the Servicer is obligated to make an advance pursuant to the Servicing Agreement, the aggregate payment due shall be the minimum monthly payment due under the mortgage note, net of servicing fees.

(a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans, the BofA Agreements and the Servicing Agreement, 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 BofA Agreements and the Servicing 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 BofA Agreements and the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 4 of the Underlying Assignment Agreement or Section 2.7 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder.

(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 Agreement, the Servicing Agreement or each Commitment Letter, as applicable.

(c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Commitment Letters 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.

(d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Underlying Assignment Agreement and the Commitment Letters, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Commitment Letters (to the extent required by the terms of each Commitment Letter).

(e) The trust (including the Trustee and the Master Servicer acting on the trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the Underlying Assignment Agreement and each Commitment Letter including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer thereunder insofar as they relate to the Mortgage Loans.

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 Underlying Assignment Agreement, the Servicing Agreement and the Commitment Letters are in full force and effect as of the date hereof, (iii) none of the Underlying Assignment Agreement, the Servicing Agreement or any of the Commitment Letters has been amended or modified in any respect as to the Mortgage Loans, and (iv) no notice of termination has been given to the Servicer under the Underlying Assignment Agreement, the Servicing Agreement or the Commitment Letters.

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 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 as to the Mortgage Loans.

(a) Decision to Purchase. 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 Underlying Assignment Agreement, the Servicing Agreement, the Commitment Letters, or this Assignment Agreement.

(c) Enforceability. 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).

(a) 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 Underlying Assignment Agreement, the Servicing Agreement, the Commitment Letters, 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 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) The execution and delivery of this Assignment Agreement have been duly authorized by all necessary partnership 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) 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.

(g) The Assignor has not satisfied, canceled, or subordinated in whole or in part, or rescinded any Mortgage, and the Assignor has not released any Mortgaged Property from the lien of the related Mortgage, in whole or in part, nor has the Assignor executed an instrument that would effect any such release, cancellation, subordination, or rescission. The Assignor has not released any Mortgagor, in whole or in part, except in connection with an assumption agreement or other agreement approved by the related Federal Insurer, to the extent such approval was required.

(h) With respect to the Mortgage Loans, the representations and warranties contained in Section 5(a) of Underlying Assignment Agreement and Section 3.2 of the Servicing Agreement, as applicable, to the extent they relate to matters arising on or after the related Closing Date (as defined in the Underlying Assignment Agreement or the Sale Agreement, as applicable), are true and correct as of the date of this Assignment Agreement. For purposes of making the representations and warranties contemplated in the foregoing sentence, each reference in Section 3.02 of the Sale and Servicing Agreement and Section 3.2 of the Servicing Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to June 1, 2007, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto, as applicable, and (iii) the “Closing Date” shall be deemed to be a reference to June 29, 2007.

(i) Each Mortgage Loan, at the time it was originated, complied in all material respects with applicable local, state and federal laws, including, but not limited to, all applicable predatory and abusive lending laws; and none of the Mortgage Loans are “high-cost,” “high-cost home” or “covered” loans under any applicable federal, state or local predatory or abusive lending law.

(j) No Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the then current Standard & Poor’s LEVELS® Glossary, Appendix E, in effect on June 1, 2007) and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.

High Cost Loan: A Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership and Equity Protection Act of 1994, (b) a “high cost home,” “threshold,” “covered,” (excluding New Jersey “Covered Home Loans” as that term is defined in clause (1) of the definition of that term in the New Jersey Home Ownership Security Act of 2002), “high risk home,” “predatory” or similar loan under any other applicable state, federal or local law (or a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees) or (c) a Mortgage Loan categorized as High Cost pursuant to Appendix E of Standard & Poor’s Glossary. For avoidance of doubt, the parties agree that this definition shall apply to any law regardless of whether such law is presently, or in the future becomes, the subject of judicial review or litigation.

(k) With respect to the Servicing Agreement, nothing has occurred or failed to occur from and after the Closing Date (as such term is defined in the Underlying Assignment Agreement and Sale Agreement, as applicable) to June 29, 2007, that would cause any of the representations and warranties relating to the applicable Mortgage Loans set forth in Section 5(a) of the Underlying Assignment Agreement and Section 3.2 of the Servicing Agreement to be incorrect in any material respects as of the date hereof as if made on the date hereof.

It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Mortgage Files to each custodian and shall inure to the benefit of the Assignee and its assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor or the Assignee and its assigns of a breach of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to this Assignment Agreement, and in no event later than two (2) Business Days from the date of such discovery. It is understood and agreed that the obligations of the Assignor set forth in Section 6 to repurchase a Mortgage Loan constitute the sole remedies available to the Assignee and its assigns on their behalf respecting a breach of the representations and warranties contained in this Section 5. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 5 with respect to, or to the extent of, the representations and warranties made, as to the matters covered in this Section 5, by the Servicer in the Servicing Agreement (or any officer’s certificate delivered pursuant thereto).

It is understood and agreed that the Assignor has made no representations or warranties to the Assignee other than those contained in this Section 5, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

Upon discovery or notice of any breach by the Assignor of any representation, warranty, or covenant under this Assignment Agreement that materially and adversely affects the value of any Mortgage Loan or the interest of the Assignee therein (it being understood that any such defect or breach shall be deemed to have materially and adversely affected the value of the related Mortgage Loan or the interest of the Assignee therein if the Assignee incurs a loss as a result of such defect or breach), the Assignee promptly shall request that the Assignor cure such breach and, if the Assignor does not cure such breach in all material respects within 60 days from the date on which it is notified of the breach, the Assignee may enforce the Assignor’s obligation hereunder to purchase such Mortgage Loan from the Assignee. Notwithstanding the foregoing, however, if such breach is a Qualification Defect, such cure or repurchase must take place within 75 days of the discovery of such Qualification Defect.

In the event the Servicer has breached a representation or warranty under the Servicing Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Servicer as to such breach. If the Servicer does not within 60 days after notification of the breach, take steps to cure such breach (which may include certifying to progress made and requesting an extension of the time to cure such breach, as permitted under the Servicing Agreement) or repurchase, or substitute for, the affected Mortgage Loan, the Trustee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase such Mortgage Loan from the Trust. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Servicer to cure such breach or repurchase such Mortgage Loan under the terms of the Servicing Agreement with respect to such Mortgage Loan.

THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Any notices or other communications permitted or required hereunder or under the Servicing Agreement shall be in writing and shall be deemed conclusively to have been given if personally delivered at or mailed by registered mail, postage prepaid, and return receipt requested or transmitted by telex, telegraph or telecopier and confirmed by a similar mailed writing, to:(i) in the case of the Servicer, SunTrust Mortgage, Inc., 1001 Semmes Avenue, Richmond, Virginia 23224, Attention: Vice President - Investor Services, Facsimile: (804) 291-0950, or such address as may hereafter be furnished by the Servicer, with copy to SunTrust Mortgage, Inc., 901 Semmes Avenue, MTG-1705, Richmond, Virginia 23224, Attention: Counsel - Capital Markets; (ii) in the case of the Assignee, GS Mortgage Securities Corp., 85 Broad Street, New York, New York 10004, Attention: Michelle Gill, Facsimile: (212) 902-3000, or such other address as may hereafter be furnished by the Assignee, and (iii) in the case of the Assignor, Goldman Sachs Mortgage Company, 85 Broad Street, New York, New York 10004, Attention: Howard Altarescu, Facsimile: (212) 902-3000, or such other address as may hereafter be furnished by the Assignor.