ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor as Assignee and WELLS FARGO BANK, N.A. as Servicer and as acknowledged by WELLS FARGO BANK, N.A., as Master Servicer Dated as of April 1, 2007

EXECUTION

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

among

GS MORTGAGE SECURITIES CORP.,

as Assignor

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

as Assignee

and

XXXXX FARGO BANK, N.A.

as Servicer

and as acknowledged by

XXXXX FARGO BANK, N.A.,

as Master Servicer

Dated as of

April 1, 2007

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

This ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made this 1st day of April 2007 (this “Assignment Agreement”), is among Xxxxx Fargo Bank, N.A., a national banking association (“Xxxxx Fargo”), as servicer (in such capacity, the “Servicer”), U.S. Bank National Association (“U.S. Bank”), not in its individual capacity, but solely as trustee on behalf of GSR Mortgage Loan Trust 2007-3F (the “Assignee” or the “Trustee”) and GS Mortgage Securities Corp., a Delaware corporation (the “Assignor” or the “Depositor”), and is acknowledged by Xxxxx Fargo, as master servicer (in such capacity, the “Master Servicer”).

WHEREAS, Bank of America, National Association (“Bank of America”) and Xxxxx Fargo 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 MSWSA”) and the Assignment and Conveyance Agreement (WFHM 2005-W97), dated December 15, 2005 (the “2005 ACA”), pursuant to which Xxxxx Fargo sold certain mortgage loans to Bank of America (the “2005 Xxxxx Fargo Mortgage Loans”);

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

WHEREAS, Bank of America and DLJ Mortgage Capital, Inc. (“DLJ Mortgage”) have entered into a Mortgage Loan Purchase Agreement, dated as of July 1, 2006 (the “DLJ Purchase Agreement”), pursuant to which DLJ Mortgage sold certain mortgage loans to Bank of America (the “DLJ Mortgage Loans”);

WHEREAS, Xxxxxxx Sachs Mortgage Company (“GSMC”) has purchased from Bank of America, and Bank of America has assigned and conveyed to GSMC, certain of the Xxxxx Fargo Mortgage Loans and certain of the DLJ Mortgage Loans (the “Transferred Mortgage Loans”) pursuant to (i) in the case of the Xxxxx Fargo Mortgage Loans, the Assignment, Assumption and Recognition Agreement dated as of February 26, 2007, among Bank of America, the Servicer and GSMC (the “Bank of America Underlying Assignment Agreement”), (ii) in the case of the DLJ Mortgage Loans, the Assignment, Assumption, and Recognition Agreement dated as of February 26, 2007 among Bank of America, DLJ Mortgage, the Servicer and GSMC (the “DLJ Underlying Assignment Agreement” and, together with the Bank of America Underlying Assignment Agreement, the “Underlying Assignment Agreements”) and (iii) the related trade confirmation dated as of January 3, 2007 (the “Trade Confirmation”) between GSMC and Bank of America;

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WHEREAS, GSMC and the Servicer entered into that certain Second Amended and Restated Master Seller’s Warranties and Servicing Agreement dated as of November 1, 2005, (the “Servicing Agreement” and, together with the Underlying Assignment Agreements, the “Agreements”), under which the Servicer agreed to service the Transferred Mortgage Loans for the benefit of GSMC;

WHEREAS, GSMC has assigned and conveyed certain of the Transferred Mortgage Loans (the “Mortgage Loans”), which are subject to the relevant provisions of the Agreements, to the Assignor pursuant to an Assignment, Assumption and Recognition Agreement dated as of April 1, 2007 (the “GSMC Assignment Agreement”), which mortgage loans are listed on the mortgage loan schedule (the “Mortgage Loan Schedule”) attached as Exhibit 1 hereto;

WHEREAS, the Assignee has agreed on certain terms and conditions to purchase from the Assignor the Mortgage Loans acquired by the Assignor pursuant to the GSMC Assignment Agreement; and

WHEREAS, pursuant to a Master Servicing and Trust Agreement dated as of April 1, 2007 (the “Trust Agreement”), among the Depositor, the Trustee, as trustee, Xxxxx Fargo, as securities administrator and master servicer, and Deutsche Bank National Trust Company, as a custodian, the Assignor will transfer the Mortgage Loans to the Assignee, together with the Assignor’s rights under the Agreements and Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assignor 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. Servicing. The Servicer agrees, with respect to the Mortgage Loans, to perform and observe the duties, responsibilities and obligations that are to be performed and observed under the provisions of the Agreements, except as otherwise provided herein, and that the provisions of the Agreements, as modified herein, are and shall be a part of this Assignment Agreement to the same extent as if set forth herein in full.

2. 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 and the Agreements, and all of its rights under Section S of the Trade Confirmation, 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 Agreements and Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereof; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the GSMC Assignment Agreements arising prior to the date hereof. The Assignor shall remain liable for all such liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. 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.

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(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 Agreements.

(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.

3. Accuracy of the Agreements. The Servicer and the Assignor 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 and (iii) the Agreements have not been further amended or modified in any respect.

The Servicer further represents and warrants that (i) no notice of termination has been given to the Servicer under the Servicing Agreement and (ii) the representations and warranties contained in Section 3.1 of the Servicing Agreement, as modified by the applicable Underlying Assignment Agreements, are true and correct as of April 30, 2007.

The Assignor further represents and warrants to the Assignee that (i) attached hereto as Exhibit 3 is a true, accurate and complete copy of Section S of the Trade Confirmation, (ii) the Trade Confirmation is in full force and effect as of the date hereof and (iii) the Trade Confirmation has not been further amended or modified in any respect.

4. Recognition of Assignee.

(a) 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 or in the Servicing Agreement (as modified by the applicable Underlying Assignment Agreement) to the contrary, shall service all of the Mortgage Loans for the benefit of the Assignee pursuant to the Servicing Agreement (as modified by the applicable Underlying Assignment Agreement), the terms of which are incorporated herein by reference, whether or not such Mortgage Loans have been serviced pursuant to such agreement prior to the date hereof. It is the intention of the Assignor, the Servicer, and the Assignee that the Agreements shall be binding upon and inure to the benefit of the Servicer and the Assignee and their successors and assigns. In addition, it is the intention of the Assignor and the Assignee that Section S of the Trade Confirmation shall be binding upon and inure to the benefit of the Assignee and its successors and assigns.

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(b) The Servicer further acknowledges that, from and after the date hereof, it (and any of its successors under the Servicing Agreement) will be subject to the supervision of the Master Servicer (except that the Master Servicer shall not be responsible for supervising the servicing of defaulted Mortgage Loans and REO Properties) and that the Master Servicer, acting on behalf of the Assignee as the owner of the Mortgage Loans, shall have the same rights as were assigned by GSMC, in its capacity as the original “Purchaser” under the Servicing Agreement, to the Assignor under the GSMC Assignment Agreement, and further assigned hereunder by the Assignor to the Assignee, on behalf of the Trust. Such rights that the Master Servicer may enforce on behalf of the Assignee will include, without limitation, the right to terminate the Servicer under the Servicing Agreement upon the occurrence of an event of default thereunder, the right to receive all remittances required to be made by the Servicer under the Servicing Agreement, the right to receive all monthly reports and other data required to be delivered by the Servicer under the Servicing Agreement and the right to exercise certain rights of consent and approval relating to actions taken by the Servicer.

(c) All reports and other data required to be delivered by the Servicer to the “Purchaser” under the Servicing Agreement shall be delivered to the Master Servicer or the Assignee, as designated by the Assignee, at the address set forth in Section 11 hereof. All remittances required to be made to the Assignee, as the successor in interest to the Assignor under the Servicing Agreement, shall be made instead to the Master Servicer by wire transfer to the following account:

XXXXX FARGO BANK, NA

ABA# 000000000

FOR CREDIT TO: SAS CLEARING

ACCT: 0000000000

REFERENCE: GSR 2007-3F Acct # 53145900

Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loans, not later than the tenth calendar day of each month (or if such tenth calendar day is not a Business Day, the immediately succeeding Business Day), the Servicer shall furnish to the Master Servicer (i)(a) monthly loan data in a mutually agreed-upon format, (b) default loan data in the format set forth in Exhibit 7 and Exhibit 8 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer) and (c) information regarding the realized losses and gains in the format set forth in Exhibit 5 and Exhibit 6 hereto (or in such other format mutually agreed upon between the Servicer and the Master Servicer), in each case relating to the period ending on the last day of the preceding calendar month, (ii) all such information required pursuant to clause (i)(a) above on a magnetic tape, electronic mail, or other similar media reasonably acceptable to the Master Servicer and (iii) all supporting documentation with respect to the information required under the preceding paragraph. No later than two (2) Business Days after the thirteenth day of each calendar month, the Servicer shall furnish to the Master Servicer a monthly report containing such information regarding prepayments of Mortgage Loans during the applicable Principal Prepayment Period and in a format as mutually agreed to between the Servicer and the Master Servicer.

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

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(a) 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 Agreements and Section S of the Trade Confirmation.

(b) 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 corporation in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to enter into and perform its obligations under the Agreements, the Trade Confirmation 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.

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(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.

(f) 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.

(g) 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 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) Compliance with Applicable Laws. Any and all requirements of any federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, predatory and abusive lending or disclosure laws applicable to the Mortgage Loans have been complied with. All inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Properties and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities.

(i) HOEPA. No Mortgage Loan is classified as a “high cost” mortgage loan under Section 32 of the Home Ownership and Equity Protection Act of 1994, as amended, and no Mortgage Loan is considered a “high cost” mortgage loan under any applicable federal, state or local predatory or abusive lending 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). 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 LEVELSâ Glossary and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.

(j) Bring Down. With respect to the Agreements, nothing has occurred or failed to occur from and after the closing date set forth in the Underlying Assignment Agreement to April 30, 2007 that would cause any of (i) with respect to those Mortgage Loans purchased pursuant to the 2005 ACA, the representations and warranties contained in Section 3.02 of the 2005 MSWSA, (ii) with respect to those Mortgage Loans purchased pursuant to the 2006 ACA, the representations and warranties contained in Section 3.02 of the 2006 MSWSA or (iii) with respect to those Mortgage Loans purchased pursuant to the DLJ Purchase Agreement, the representations and warranties contained in Section 4.1(vii) of such agreement, to be incorrect in any material respects as of the date hereof as if made on the date hereof.

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It is understood and agreed that the representations and warranties set forth in this Section 6 shall survive delivery of the respective Mortgage Loan Documents to the 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 8 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 6. It is further understood and agreed that the Assignor shall be deemed not to have made the representations and warranties in this Section 6(j) with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 6(j), by the Servicer in the Agreements (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 6, and no other affiliate of the Assignor has made any representations or warranties of any kind to the Assignee.

7. Amendment of the Servicing Agreement. In connection with the transfer of the Mortgage Loans hereunder, the Servicer agrees that, from and after the date hereof, each Mortgage Loan transferred hereunder will be subject to, and serviced under, the Servicing Agreement (as modified by the applicable Underlying Assignment Agreement), provided that, solely with respect to the Mortgage Loans transferred hereunder, the following modifications shall be made:

(a) The definition of “Principal Prepayment Period” in Article I is hereby deleted in its entirety and replaced with the following:

Principal Prepayment Period: With respect to each Remittance Date and the Mortgage Loans (x) identified with a "Y" in the column entitled "Mid-Month" on Exhibit 1 hereto, the period commencing on the 14th day of the month preceding the month in which such Remittance Date occurs, and ending on the 13th day of the month in which such Remittance Date occurs and (y) identified with a "N" in the column entitled "Mid-Month" on Exhibit 1 to the AAR, the period commencing on the first day of the month preceding the month in which such Remittance Date occurs, and ending on the last day of such month. 

(b) Section 4.14 of the Servicing Agreement is hereby amended and restated in its entirety to read as follows:

The Company or its agent shall inspect the Mortgaged Property as often as deemed necessary by the Company and in accordance with Accepted Servicing Practices or as may be required by the primary mortgage guaranty insurer, to assure itself that the value of the Mortgaged Property is being preserved. The Company shall keep a record of each such inspection and, upon request, shall provide the Purchaser with an electronic report of each such inspection

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(c) Section 6.4(ii) of the Servicing Agreement is hereby amended by replacing the words “Purchaser and any Depositor” and “Purchaser and such Depositor” with “Master Servicer”.

(d) Section 6.6 of the Servicing Agreement is hereby amended by replacing the words “Purchaser and any Depositor” and “Purchaser and such Depositor” with “Master Servicer”.

8. Repurchase of Mortgage Loans. Upon discovery by any party to this Assignment Agreement or notice to any such party 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), such party shall notify the Assignee and 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 at the Purchase Price (as defined in the Trust Agreement). Notwithstanding the foregoing, however, if such breach is a Qualification Defect, such cure or repurchase must take place within 75 days of discovery of such Qualification Defect.

In the event of a repurchase of any Mortgage Loan by the Assignor, the Assignee shall promptly deliver to the Assignor or its designee the related Custodial Mortgage File and shall assign to the Assignor all of the Assignee’s rights under the Agreements and Section S of the Trade Confirmation, but only insofar as the Agreements or Section S of the Trade Confirmation relate to such Mortgage Loan.

Except as specifically set forth herein, the Assignee shall have no responsibility to enforce any provision of this Assignment Agreement, to oversee compliance hereof or to take notice of any breach or default thereof.

9. Continuing Effect. Except as contemplated hereby, the Agreements and the Trade Confirmation shall remain in full force and effect in accordance with their respective terms.

10. Governing Law.

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 SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS ASSIGNMENT AGREEMENT, OR ANY OTHER DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS ASSIGNMENT AGREEMENT.

11. Notices. Any notices or other communications permitted or required hereunder or under the Agreements 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:

(a) in the case of the Servicer,

  Xxxxx Fargo Bank, N.A.

  1 Home Campus, MAC #X2302-033

  Xxx Xxxxxx, Xxxx 00000-0000

  Attention: Xxxx Xxxxx

  Tel: (000) 000-0000

  Fax: (000) 000-0000

  With a copy to:

  Xxxxx Fargo Bank, N.A.

  1 Home Campus, MAC #X2401-06T

  Xxx Xxxxxx, Xxxx 00000-0000

  Attention: General Counsel

  Tel: (000) 000-0000

  Fax: (000) 000-0000

  or such address as may hereafter be furnished by the Servicer;

(b) in the case of the Master Servicer,

  Xxxxx Fargo Bank, N.A.

  X.X. Xxx 00

  Xxxxxxxx, Xxxxxxxx 00000

  Attention: Client Manager (GSR 2007-3F)

  (or in the case of overnight deliveries,

  0000 Xxx Xxxxxxxxx Xxxx

  Xxxxxxxx, Xxxxxxxx 21045)

  Telephone: (000) 000-0000

  Facsimile: (000) 000-0000

 or such address as may hereafter be furnished by the Master Servicer;

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(c) in the case of the Assignee,

  U.S. Bank National Association

  000 Xxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Structured Finance Department - GSR 2007-3F

  Telephone: (000) 000-0000

  Fax: (000) 000-0000

  or such other address as may hereafter be furnished by the Assignee; and

(d) in the case of the Assignor,

  GS Mortgage Securities Corp.,

  00 Xxxxx Xxxxxx

  Xxx Xxxx, Xxx Xxxx 00000

  Attention: Xxxxxxxxx House

  Fax: (000) 000-0000

  or such other address as may hereafter be furnished by the Assignor.

12. Counterparts. This Assignment Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument.

13. Definitions. Any capitalized term used but not defined in this Assignment Agreement shall have the meaning assigned thereto in the Agreements or the Trust Agreement, as applicable.

14. Trustee Capacity. It is expressly understood and agreed by the parties hereto that insofar as this Assignment Agreement is executed by the Trustee: (i) this Assignment Agreement is executed and delivered by U.S. Bank National Association, not individually or personally but solely on behalf of the Trust, in the exercise of the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements by U.S. Bank National Association is made and intended for the purpose of binding only the Trust, (iii) nothing herein shall be construed as creating any liability on the part of U.S. Bank National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and such waiver shall bind any third party making a claim by or through one of the parties hereto, and (iv) under no circumstances shall U.S. Bank National Association in its individual capacity be personally liable for the payment of any indebtedness or expenses undertaken under this Assignment Agreement.

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15. Confidentiality. Notwithstanding anything to the contrary contained in this Assignment Agreement, the Servicer hereby agrees that the Depositor and its designees may file copies of the this Assignment Agreement with the Securities and Exchange Commission in accordance with Item 1108(c) of Regulation AB.

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IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement the day and year first above written.

	ASSIGNEE: U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
	By:	/s/ Xxxxxxxx X’Xxxxx
		Name: Xxxxxxxx X’Xxxxx Title: Vice President

	ASSIGNOR: GS MORTGAGE SECURITIES CORP.
	By:	/s/ X. Xxxx
		Name: X. Xxxx Title: Vice President

	SERVICER: XXXXX FARGO BANK, N.A.
	By:	/s/ Xxxxxxx X. Xxxxx
		Name: Xxxxxxx X. Xxxxx Title: Vice President

Acknowledged by:

XXXXX FARGO BANK, N.A.,

As Master Servicer

By:	/s/ Xxxxxx Xxxxxx
	Name: Xxxxxx Xxxxxx Title: Vice President

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EXHIBIT 1

Mortgage Loan Schedule

[To be retained in a separate closing binder entitled “GSR 2007-3F Mortgage Loan Schedules” at the Washington D.C. Offices of XxXxx Xxxxxx LLP]

1-1

EXHIBIT 2

Agreements

2-1

EXHIBIT 3

Section S of the Trade Confirmation

S. Early Payment Default: In the event that the first scheduled payment of principal and interest (or interest in the case of an interest only loan) to be made by the mortgagor on the first due date after the Closing Date, in addition to any scheduled payments due prior to the Closing Date, with respect to any Mortgage Loan is not paid on or prior to such due date, the Seller shall repurchase such Mortgage Loan within thirty (30) days of the Purchaser’s request at a price equal to the Repurchase Price. The Purchaser shall request any repurchase pursuant to this paragraph on or before the thirtieth (30^th) day from the date that the Purchaser receives notice of the related early payment default (which notice may include receipt of a monthly remittance advice reflecting such early payment default). The provisions set forth in this paragraph shall survive the related Closing Date and shall not merge with any of the closing documents and shall be enforced by the Purchaser independently of this or any other agreement.

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EXHIBIT 4

[Reserved]

4-1

EXHIBIT 5

Calculation of Realized Loss/Gain Form 332- Instruction Sheet

NOTE: Do not net or combine items. Show all expenses individually and all credits as separate line items. Claim packages are due on the remittance report date. Late submissions may result in claims not being passed until the following month. The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.

The numbers on the 332 form correspond with the numbers listed below.

Liquidation and Acquisition Expenses:

1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

2. The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

3. Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

4-12. Complete as applicable. Required documentation:

· For taxes and insurance advances - see page 2 of 332 form - breakdown required showing period of coverage, base tax, interest, penalty. Advances prior to default require evidence of servicer efforts to recover advances.

· For escrow advances - complete payment history (to calculate advances from last positive escrow balance forward)

· Other expenses -  copies of corporate advance history showing all payments

· REO repairs > $1500 require explanation

· REO repairs >$3000 require evidence of at least 2 bids.

· Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Servicing Officer certification

· Unusual or extraordinary items may require further documentation.

13. The total of lines 1 through 12.

Credits:

14-21. Complete as applicable. Required documentation:

· Copy of the HUD 1 from the REO sale. If a 3^rd Party Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds Breakdown.

5-1

· Copy of EOB for any MI or gov't guarantee

· All other credits need to be clearly defined on the 332 form            

22. The total of lines 14 through 21.

Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.

Total Realized Loss (or Amount of Any Gain)

23. The total derived from subtracting line 22 from 13. If the amount represents a realized gain, show the amount in parenthesis (  ).

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EXHIBIT 6

Calculation of Realized Loss/Gain Form 332

Prepared by: __________________ Date: _______________

Phone: ______________________  Email Address: _____________________

Servicer Loan No. Servicer Name Servicer Address

XXXXX FARGO BANK, N.A. Loan No._____________________________

Borrower's Name: _________________________________________________________

Property Address: _________________________________________________________

Liquidation Type: REO Sale 3^rd Party Sale Short Sale Charge Off

Was this loan granted a Bankruptcy deficiency or cramdown Yes      No

If “Yes”, provide deficiency or cramdown amount _______________________________

Liquidation and Acquisition Expenses:

(1)		Actual Unpaid Principal Balance of Mortgage Loan		$ ______________		(1)
(2)		Interest accrued at Net Rate		________________		(2)
(3)		Accrued Servicing Fees		________________		(3)
(4)		Attorney's Fees		________________		(4)
(5)		Taxes (see page 2)		________________		(5)
(6)		Property Maintenance		________________		(6)
(7)		MI/Hazard Insurance Premiums (see page 2)		________________		(7)
(8)		Utility Expenses		________________		(8)
(9)		Appraisal/BPO		________________		(9)
(10)		Property Inspections		________________		(10)
(11)		FC Costs/Other Legal Expenses		________________		(11)
(12)		Other (itemize)		________________		(12)
		Cash for Keys__________________________		________________		(12)
		HOA/Condo Fees_______________________		________________		(12)
		______________________________________		________________		(12)
		Total Expenses		$ _______________		(13)
Credits:
(14)		Escrow Balance		$ _______________		(14)
(15)		HIP Refund		________________		(15)
(16)		Rental Receipts		________________		(16)
(17)		Hazard Loss Proceeds		________________		(17)

(18)		Primary Mortgage Insurance / Gov’t Insurance HUD Part A		________________		(18a)
				________________		(18b)
		HUD Part B
(19)		Pool Insurance Proceeds		________________		(19)
(20)		Proceeds from Sale of Acquired Property		________________		(20)
(21)		Other (itemize)		________________		(21)
		_________________________________________		________________		(21)
		Total Credits		$________________		(22)
		Total Realized Loss (or Amount of Gain)		$________________		(23)

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Escrow Disbursement Detail

Type (Tax /Ins.) Date Paid Period of Coverage Total Paid Base Amount Penalties Interest

6-2

EXHIBIT 7

Standard File Layout - Scheduled/Scheduled

Column Name		Description		Decimal		Format Comment		Max Size
Each file requires the following fields:
SER_INVESTOR_NBR		A value assigned by the Servicer to define a group of loans.				Text up to 20 digits		20
LOAN_NBR		A unique identifier assigned to each loan by the investor.				Text up to 10 digits		10
SERVICER_LOAN_NBR		A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR.				Text up to 10 digits		10
SCHED_PAY_AMT		Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant.		2		No commas(,) or dollar signs ($)		11
NOTE_INT_RATE		The loan interest rate as reported by the Servicer.		4		Max length of 6		6
NET_INT_RATE		The loan gross interest rate less the service fee rate as reported by the Servicer.		4		Max length of 6		6
SERV_FEE_RATE		The servicer's fee rate for a loan as reported by the Servicer.		4		Max length of 6		6
SERV_FEE_AMT		The servicer's fee amount for a loan as reported by the Servicer.		2		No commas(,) or dollar signs ($)		11
NEW_PAY_AMT		The new loan payment amount as reported by the Servicer.		2		No commas(,) or dollar signs ($)		11
NEW_LOAN_RATE		The new loan rate as reported by the Servicer.		4		Max length of 6		6
ARM_INDEX_RATE		The index the Servicer is using to calculate a forecasted rate.		4		Max length of 6		6
ACTL_BEG_PRIN_BAL		The borrower's actual principal balance at the beginning of the processing cycle.		2		No commas(,) or dollar signs ($)		11
ACTL_END_PRIN_BAL		The borrower's actual principal balance at the end of the processing cycle.		2		No commas(,) or dollar signs ($)		11
BORR_NEXT_PAY_DUE_DATE		The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer.				MM/DD/YYYY		10
SERV_CURT_AMT_1		The first curtailment amount to be applied.		2		No commas(,) or dollar signs ($)		11
SERV_CURT_DATE_1		The curtailment date associated with the first curtailment amount.				MM/DD/YYYY		10
CURT_ADJ_ AMT_1		The curtailment interest on the first curtailment amount, if applicable.		2		No commas(,) or dollar signs ($)		11
SERV_CURT_AMT_2		The second curtailment amount to be applied.		2		No commas(,) or dollar signs ($)		11
SERV_CURT_DATE_2		The curtailment date associated with the second curtailment amount.				MM/DD/YYYY		10
CURT_ADJ_ AMT_2		The curtailment interest on the second curtailment amount, if applicable.		2		No commas(,) or dollar signs ($)		11

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Column Name		Description		Decimal		Format Comment		Max Size
SERV_CURT_AMT_3		The third curtailment amount to be applied.		2		No commas(,) or dollar signs ($)		11
SERV_CURT_DATE_3		The curtailment date associated with the third curtailment amount.				MM/DD/YYYY		10
CURT_ADJ_AMT_3		The curtailment interest on the third curtailment amount, if applicable.		2		No commas(,) or dollar signs ($)		11
PIF_AMT		The loan "paid in full" amount as reported by the Servicer.		2		No commas(,) or dollar signs ($)		11
PIF_DATE		The paid in full date as reported by the Servicer.				MM/DD/YYYY		10
ACTION_CODE		The standard FNMA numeric code used to indicate the default/delinquent status of a particular loan.				Action Code Key: 15=Bankruptcy, 00xXxxxxxxxxxx, , 00xXXX, 63=Substitution, 65=Repurchase,70=REO		2
INT_ADJ_AMT		The amount of the interest adjustment as reported by the Servicer.		2		No commas(,) or dollar signs ($)		11
SOLDIER_SAILOR_ADJ_AMT		The Soldier and Sailor Adjustment amount, if applicable.		2		No commas(,) or dollar signs ($)		11
NON_ADV_LOAN_AMT		The Non Recoverable Loan Amount, if applicable.		2		No commas(,) or dollar signs ($)		11
LOAN_LOSS_AMT		The amount the Servicer is passing as a loss, if applicable.		2		No commas(,) or dollar signs ($)		11
Plus the following applicable fields:
SCHED_BEG_PRIN_BAL		The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors.		2		No commas(,) or dollar signs ($)		11
SCHED_END_PRIN_BAL		The scheduled principal balance due to investors at the end of a processing cycle.		2		No commas(,) or dollar signs ($)		11
SCHED_PRIN_AMT		The scheduled principal amount as reported by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans.		2		No commas(,) or dollar signs ($)		11
SCHED_NET_INT		The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans.		2		No commas(,) or dollar signs ($)		11
ACTL_PRIN_AMT		The actual principal amount collected by the Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans.		2		No commas(,) or dollar signs ($)		11
ACTL_NET_INT		The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans.		2		No commas(,) or dollar signs ($)		11
PREPAY_PENALTY_ AMT		The penalty amount received when a borrower prepays on his loan as reported by the Servicer.		2		No commas(,) or dollar signs ($)		11
PREPAY_PENALTY_ WAIVED		The prepayment penalty amount for the loan waived by the servicer.		2		No commas(,) or dollar signs ($)		11

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Column Name		Description		Decimal		Format Comment		Max Size
MOD_DATE		The Effective Payment Date of the Modification for the loan.				MM/DD/YYYY		10
MOD_TYPE		The Modification Type.				Varchar - value can be alpha or numeric		30
DELINQ_P&I_ADVANCE_AMT		The current outstanding principal and interest advances made by Servicer.		2		No commas(,) or dollar signs ($)		11
BREACH_FLAG		Flag to indicate if the repurchase of a loan is due to a breach of Representations and Warranties				Y=Breach N=NO Breach Let blank if N/A		1

7-3

EXHIBIT 8

Standard File Layout - Delinquency Reporting

Column/Header Name		Description		Decimal		Format Comment
SERVICER_LOAN_NBR		A unique number assigned to a loan by the Servicer. This may be different than the LOAN_NBR
LOAN_NBR		A unique identifier assigned to each loan by the originator.
CLIENT_NBR		Servicer Client Number
SERV_INVESTOR_NBR		Contains a unique number as assigned by an external servicer to identify a group of loans in their system.
BORROWER_FIRST_NAME		First Name of the Borrower.
BORROWER_LAST_NAME		Last name of the borrower.
PROP_ADDRESS		Street Name and Number of Property
PROP_STATE		The state where the property located.
PROP_ZIP		Zip code where the property is located.
BORR_NEXT_PAY_DUE_DATE		The date that the borrower's next payment is due to the servicer at the end of processing cycle, as reported by Servicer.				MM/DD/YYYY
LOAN_TYPE		Loan Type (i.e. FHA, VA, Conv)
BANKRUPTCY_FILED_DATE		The date a particular bankruptcy claim was filed.				MM/DD/YYYY
BANKRUPTCY_CHAPTER_CODE		The chapter under which the bankruptcy was filed.
BANKRUPTCY_CASE_NBR		The case number assigned by the court to the bankruptcy filing.
POST_PETITION_DUE_DATE		The payment due date once the bankruptcy has been approved by the courts				MM/DD/YYYY
BANKRUPTCY_DCHRG_DISM_DATE		The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged and/or a Motion For Relief Was Granted.				MM/DD/YYYY
LOSS_MIT_APPR_DATE		The Date The Loss Mitigation Was Approved By The Servicer				MM/DD/YYYY
LOSS_MIT_TYPE		The Type Of Loss Mitigation Approved For A Loan Such As;
LOSS_MIT_ACT_COMP_DATE		The Date The Loss Mitigation Is Actually Completed				MM/DD/YYYY
ATTORNEY_REFERRAL_DATE		Date File Was Referred To Attorney to Pursue Foreclosure				MM/DD/YYYY
FIRST_LEGAL_DATE		Notice of 1st legal filed by an Attorney in a Foreclosure Action				MM/DD/YYYY
FRCLSR_SALE_EXPECTED_DATE		The date by which a foreclosure sale is expected to occur.				MM/DD/YYYY
FRCLSR_SALE_DATE		The actual date of the foreclosure sale.				MM/DD/YYYY
FRCLSR_SALE_AMT		The amount a property sold for at the foreclosure sale.		2		No commas(,) or dollar signs ($)
EVICTION_START_DATE		The date the servicer initiates eviction of the borrower.				MM/DD/YYYY
EVICTION_COMPLETED_DATE		The date the court revokes legal possession of the property from the borrower.				MM/DD/YYYY
LIST_PRICE		The price at which an REO property is marketed.		2		No commas(,) or dollar signs ($)
LIST_DATE		The date an REO property is listed at a particular price.				MM/DD/YYYY
OFFER_AMT		The dollar value of an offer for an REO property.		2		No commas(,) or dollar signs ($)
OFFER_DATE_TIME		The date an offer is received by DA Admin or by the Servicer.				MM/DD/YYYY
REO_CLOSING_DATE		The date the REO sale of the property is scheduled to close.				MM/DD/YYYY
REO_ACTUAL_CLOSING_DATE		Actual Date Of REO Sale				MM/DD/YYYY
OCCUPANT_CODE		Classification of how the property is occupied.

8-1

PROP_CONDITION_CODE		A code that indicates the condition of the property.
PROP_INSPECTION_DATE		The date a property inspection is performed.				MM/DD/YYYY
APPRAISAL_DATE		The date the appraisal was done.				MM/DD/YYYY
CURR_PROP_VAL		The current "as is" value of the property based on brokers price opinion or appraisal.		2
REPAIRED_PROP_VAL		The amount the property would be worth if repairs are completed pursuant to a broker's price opinion or appraisal.		2
If applicable:
DELINQ_STATUS_CODE		FNMA Code Describing Status of Loan
DELINQ_REASON_CODE		The circumstances which caused a borrower to stop paying on a loan. Code indicates the reason why the loan is in default for this cycle.
MI_CLAIM_FILED_DATE		Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company.				MM/DD/YYYY
MI_CLAIM_AMT		Amount of Mortgage Insurance Claim Filed				No commas(,) or dollar signs ($)
MI_CLAIM_PAID_DATE		Date Mortgage Insurance Company Disbursed Claim Payment				MM/DD/YYYY
MI_CLAIM_AMT_PAID		Amount Mortgage Insurance Company Paid On Claim		2		No commas(,) or dollar signs ($)
POOL_CLAIM_FILED_DATE		Date Claim Was Filed With Pool Insurance Company				MM/DD/YYYY
POOL_CLAIM_AMT		Amount of Claim Filed With Pool Insurance Company		2		No commas(,) or dollar signs ($)
POOL_CLAIM_PAID_DATE		Date Claim Was Settled and The Check Was Issued By The Pool Insurer				MM/DD/YYYY
POOL_CLAIM_AMT_PAID		Amount Paid On Claim By Pool Insurance Company		2		No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_FILED_DATE		Date FHA Part A Claim Was Filed With HUD				MM/DD/YYYY
FHA_PART_A_CLAIM_AMT		Amount of FHA Part A Claim Filed		2		No commas(,) or dollar signs ($)
FHA_PART_A_CLAIM_PAID_DATE		Date HUD Disbursed Part A Claim Payment				MM/DD/YYYY
FHA_PART_A_CLAIM_PAID_AMT		Amount HUD Paid on Part A Claim		2		No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_FILED_DATE		Date FHA Part B Claim Was Filed With HUD				MM/DD/YYYY
FHA_PART_B_CLAIM_AMT		Amount of FHA Part B Claim Filed		2		No commas(,) or dollar signs ($)
FHA_PART_B_CLAIM_PAID_DATE		Date HUD Disbursed Part B Claim Payment				MM/DD/YYYY
FHA_PART_B_CLAIM_PAID_AMT		Amount HUD Paid on Part B Claim		2		No commas(,) or dollar signs ($)
VA_CLAIM_FILED_DATE		Date VA Claim Was Filed With the Veterans Admin				MM/DD/YYYY
VA_CLAIM_PAID_DATE		Date Veterans Admin. Disbursed VA Claim Payment				MM/DD/YYYY
VA_CLAIM_PAID_AMT		Amount Veterans Admin. Paid on VA Claim		2		No commas(,) or dollar signs ($)

8-2

Standard File Codes - Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as follows:

· ASUM- Approved Assumption

·  BAP-  Borrower Assistance Program

·  CO-  Charge Off

·  DIL-Deed-in-Lieu

·  FFA-  Formal Forbearance Agreement

·  MOD-  Loan Modification

·  PRE-Pre-Sale

·  SS-Short Sale

·  MISC-  Anything else approved by the PMI or Pool Insurer

NOTE: Xxxxx Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards. If Loss Mitigation Types other than those above are used, the Servicer must supply Xxxxx Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.

The Occupant Code field should show the current status of the property code as follows:

· Mortgagor

· Tenant

· Unknown

· Vacant

The Property Condition field should show the last reported condition of the property as follows:

· Damaged

·  Excellent

· Fair

· Gone

· Good

· Poor

· Special Hazard

· Unknown

8-3

Standard File Codes - Delinquency Reporting Continued

The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows:

Delinquency Code		Delinquency Description
001		FNMA-Death of principal mortgagor
002		FNMA-Illness of principal mortgagor
003		FNMA-Illness of mortgagor’s family member
004		FNMA-Death of mortgagor’s family member
005		FNMA-Marital difficulties
006		FNMA-Curtailment of income
007		FNMA-Excessive Obligation
008		FNMA-Abandonment of property
009		FNMA-Distant employee transfer
011		FNMA-Property problem
012		FNMA-Inability to sell property
013		FNMA-Inability to rent property
014		FNMA-Military Service
015		FNMA-Other
016		FNMA-Unemployment
017		FNMA-Business failure
019		FNMA-Casualty loss
022		FNMA-Energy environment costs
023		FNMA-Servicing problems
026		FNMA-Payment adjustment
027		FNMA-Payment dispute
029		FNMA-Transfer of ownership pending
030		FNMA-Fraud
031		FNMA-Unable to contact borrower
INC		FNMA-Incarceration

8-4

Standard File Codes - Delinquency Reporting Continued

The FNMA Delinquent Status Code field should show the Status of Default as follows:

Status Code		Status Description
09		Forbearance
17		Pre-foreclosure Sale Closing Plan Accepted
24		Government Seizure
26		Refinance
27		Assumption
28		Modification
29		Charge-Off
30		Third Party Sale
31		Probate
32		Military Indulgence
43		Foreclosure Started
44		Deed-in-Lieu Started
49		Assignment Completed
61		Second Lien Considerations
62		Veteran’s Affairs-No Bid
63		Veteran’s Affairs-Refund
64		Veteran’s Affairs-Buydown
65		Chapter 7 Bankruptcy
66		Chapter 11 Bankruptcy
67		Chapter 13 Bankruptcy

8-5