ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT among GS MORTGAGE SECURITIES CORP., as Assignor as Assignee WASHINGTON MUTUAL BANK, as Seller and 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

WASHINGTON MUTUAL BANK,

as Seller and Servicer

and

as acknowledged by

XXXXX FARGO BANK, N.A.,

as Master Servicer

Dated as of

April 1, 2007

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment Agreement”) made this 1st day of April 2007, among Washington Mutual Bank (formerly known as Washington Mutual Bank, FA) (“Washington Mutual”), as seller and servicer (the “Seller” and the “Servicer”), U.S. Bank, National Association, a national banking association, as trustee (the “Assignee”), and GS Mortgage Securities Corp., a Delaware corporation (the “Assignor”), and as acknowledged by Xxxxx Fargo Bank, N.A., as master servicer (the “Master Servicer”).

WHEREAS, Servicer sold to Xxxxxxx Xxxxx Mortgage Company (“GSMC”) certain mortgage loans listed on the mortgage loan schedule attached as Exhibit 1 hereto (the “Mortgage Loans”) pursuant to (i) the Mortgage Loan Purchase and Sale Agreement dated as of December 1, 2003, as amended by the First Amendment to Mortgage Loan Purchase Agreement dated as of October 1, 2004, and as further amended by the Regulation AB Amendment to Mortgage Loan Purchase and Sale Agreement dated as of April 1, 2006 (the “Purchase Agreement”) and (ii) the Commitment Letter dated as of March 2, 2007 (the “Commitment Letter”);

WHEREAS, GSMC and the Servicer have entered into the Servicing Agreement dated as of December 1, 2003, as amended by the First Amendment to Servicing Agreement dated as of October 1, 2004, and as further amended by the Regulation AB Amendment to Servicing Agreement dated as of April 1, 2006 (the “Servicing Agreement”) pursuant to which the Servicer is servicing the Mortgage Loans on behalf of GSMC;

WHEREAS, GSMC, the Assignor, the Seller and the Servicer have entered into the Assignment, Assumption and Recognition Agreement dated as of April 1, 2007 (the “GSMC Assignment Agreement”), pursuant to which GSMC has sold to the Assignor the Mortgage Loans and assigned its rights under the Purchase Agreement and the Servicing Agreement to the Assignor;

WHEREAS, pursuant to a Master Servicing and Trust Agreement, dated as of April 1, 2007 (together with the April 2007 Edition of the Standard Terms thereto, the “Trust Agreement”), among the Assignor, as depositor, the Master Servicer, Xxxxx Fargo Bank, N.A., as securities administrator, Deutsche Bank National Trust Company, as a custodian, and the Assignee, as trustee (the “Trustee”), the Assignor will transfer the Mortgage Loans to the Assignee, together with the Assignor’s rights in the Purchase Agreement and the Servicing Agreement;

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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, the Purchase Agreement 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 Purchase Agreement and the Servicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer and Seller hereby acknowledge such assignment and assumption and hereby agree to the release of the Assignor from any obligations under the Servicing Agreement and the Purchase Agreement, respectively, 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 Purchase Agreement, the Servicing Agreement, or the Commitment Letter.

(c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement and the Seller and the Assignor shall have the right to amend, modify or terminate the Purchase Agreement or the Commitment Letter, in each case, 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 Commitment Letter, 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 Letter (to the extent required by the terms of the Commitment Letter.)

(e) Notwithstanding any provision of the Commitment Letter to the contrary, in the event any Mortgage Loan is repurchased by the Seller pursuant to any early payment default or first payment default provisions of the Commitment Letter, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as Washington Mutual is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Washington Mutual is not the servicer) or the Trustee, including without limitation costs and expenses incurred in the enforcement of the Seller’s repurchase obligation under the Commitment Letter. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any Commitment Letter is not being sold or assigned hereunder and is being retained by the Assignor.

(f) 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 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 Seller thereunder insofar as they relate to the Mortgage Loans.

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2. Accuracy of Servicing Agreement and the Purchase Agreement.

(a) 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) the Servicing Agreement has not been amended or modified in any respect except as set forth in Exhibit 2 and (iv) no notice of termination has been given to the Servicer under the Servicing Agreement. The Servicer further represents and warrants that the representations and warranties contained in Section 5.7 of the Servicing Agreement are true and correct on and as of April 30, 2007.

(b) The Seller and the Assignor represent and warrant to the Assignee that (i) attached hereto as Exhibit 3 is a true, accurate and complete copy of the Purchase Agreement, (ii) the Purchase Agreement and the Commitment Letter are in full force and effect as of the date hereof and (iii) neither the Purchase Agreement nor the Commitment Letter have been amended or modified in any respect except by an amendment attached hereto as part of Exhibit 3. The Seller further represents and warrants that the representations and warranties, with respect to the Mortgage Loans, contained in Section 3.1 of the Purchase Agreement are true and correct on and as of the Closing Date (as defined in the Purchase Agreement).

3. Recognition of the Assignee; Recognition of the Master Servicer.

(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 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. It is the intention of the Assignor, Seller and Assignee that the Purchase Agreement shall be binding upon and inure to the benefit of the Seller and the Assignee and their successors and assigns.

(b) The Servicer further acknowledges that, from and after the date hereof, it 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 Trustee as the owner of the Mortgage Loans, shall have the right to enforce all obligations of the Servicer, as they relate to the Mortgage Loans, under the Servicing Agreement and this Assignment Agreement. Subject to the terms and conditions of the Servicing Agreement, such rights 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. Notwithstanding anything to the contrary herein, the Master Servicer hereby acknowledges and agrees that in no event shall the Master Servicer be entitled to receive indemnification rights from the Servicer.

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(c) All reports and other data required to be delivered by the Servicer to the “Owner” under the Servicing Agreement shall be delivered to the Master Servicer or the Assignee, as designated in writing 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, N.A.

ABA# 000000000

For credit to: SAS Clearing

Acct #: 0000000000

FFC to: GSR 2007-3F Acct # 53145900

Notwithstanding anything to the contrary in the Servicing Agreement, with respect to the Mortgage Loan, 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) the information set forth in Exhibits 4, 5, 6 and 7, in such form as may be 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 supporting documentation with respect to the information required under the preceding paragraph and (iii) any other information readily available to the Servicer on its servicing system relating to the servicing of the Mortgaged Loan that the Master Servicer reasonably requires (provided, that, the Servicer shall have no obligation to provide to the Master Servicer any information pursuant to this clause (iii) which is unduly burdensome or costly for the Servicer to provide to the Master Servicer), in such form as may be mutually agreed upon between the Servicer and the Master Servicer, with respect to the Mortgage Loan to enable the Master Servicer to provide such information to the Securities Administrator.

4. Representations and Warranties of the Assignee. The Assignee hereby represents and warrants to the Assignor, the Seller and the Servicer as follows:

(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 Purchase Agreement, the Servicing Agreement, and the Commitment Letter.

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(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).

5. Representations and Warranties of the Assignor. The Assignor hereby represents and warrants to the Assignee, the Seller and the Servicer 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 Purchase Agreement, the Servicing Agreement, the Commitment Letter, 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 thereof.

(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.

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(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 the Mortgage, and the Assignor has not released the Mortgaged Property from the lien of the 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 each Mortgage Loan, the representations and warranties contained in Section 3.1 of the Purchase Agreement, to the extent they relate to matters arising on or after the Closing Date (as defined in the Purchase Agreement), 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 3.1 of the Purchase Agreement to (i) the “Cut-off Date” shall be deemed to be a reference to April 1, 2007, (ii) the “Mortgage Loan Schedule” shall be deemed to be a reference to Exhibit 1 hereto and (iii) the “Closing Date” shall be deemed to be a reference to April 30, 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” (excluding home loans defined as “covered home loans” pursuant to the New Jersey Home Ownership Act of 2002) 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 LEVELSâ Glossary. In addition, no Mortgage Loan is a “high-cost,” “high-cost home,” “covered,” “high-risk home,” or “predatory” 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), and no Mortgage Loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.

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It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive delivery of the respective Collateral Files to the custodian and shall inure to the benefit of the Assignee, the Seller, the Servicer and their respective assigns notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Assignor, the Master Servicer 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 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.

6. 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. Notwithstanding the foregoing, however, if such breach is a Qualification Defect, such cure or repurchase must take place within 75 days of the date such defect is discovered.

In the event the Seller has breached a representation or warranty under the Purchase Agreement that is substantially identical to a representation or warranty breached by the Assignor hereunder, the Assignee shall first proceed against the Seller. If the Seller does not cure such breach or purchase the Mortgage Loan, in accordance with Section 3.3 of the Purchase Agreement, the Assignee shall be entitled to enforce the obligations of the Assignor hereunder to cure such breach or to repurchase the Mortgage Loan from the trust formed pursuant the Trust Agreement. In such event, the Assignor shall succeed to the rights of the Assignee to enforce the obligations of the Seller to cure such breach or repurchase such Mortgage Loan under the terms of the Purchase Agreement with respect to such Mortgage Loan.

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

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, provided that, solely with respect to the Mortgage Loans transferred hereunder,

(a) The definition of “Business Day” shall be amended by adding the words “Maryland, Minnesota” before the word “Washington.”

(b) Section 3.2(a) of the Servicing Agreement shall be amended by inserting after the first reference to “Monthly Remittance Date,” the following:

“and the Monthly Advance (if any) made with respect to the Due Period that commences in the same month in which such Monthly Remittance Date occurs,”

(c) Section 6.1(x) of the Servicing Agreement, as amended by that certain Regulation AB Amendment to Servicing Agreement, dated as of April 1, 2006, shall be amended by replacing the words “which continues unremedied for ten calendar days” with the words “which continues unremedied for five calendar days”.

(d) Section 8.6 of the Servicing Agreement, as amended by that certain Regulation AB Amendment to Servicing Agreement, dated as of April 1, 2006, shall be amended by replacing the words “On or before March 15 of each calendar year” with the words “On or before March 10 of each calendar year.”

For the avoidance of doubt, the Servicing Agreement is not hereby amended with respect to any other mortgage loans serviced thereunder and shall remain in full force and effect in accordance with its terms with respect to such other mortgage loans.

For purposes of this Section 7, capitalized terms used herein shall have the meanings assigned to such terms in the Servicing Agreement.

8. Indemnification by Servicer.

The Servicer shall indemnify and hold harmless the Assignee, its present and former directors, officers, employees and assignees (each, an “Indemnified Party”) against any and all third party claims, losses, penalties, damages, fines, forfeitures, legal fees and related costs, judgments and any other costs, fees and expenses that the Indemnified Party may sustain (for avoidance of doubt, including those payable by an Indemnified Party to any third party, including affiliates of such Indemnified Party) in any way related to the failure of the Servicer to service the Mortgage Loans in compliance with the terms of the Servicing Agreement and this Assignment Agreement; provided, however, the Servicer shall not be liable hereunder with respect to (i) any action or inaction resulting from the written direction or consent of an Indemnified Party, (ii) any action or inaction resulting from an Indemnified Party’s failure to cause any Collateral File (or portion thereof) to be released to the Servicer pursuant to Sections 2.18 or 4.2(c) of the Servicing Agreement, or (iii) any action or inaction resulting from an Indemnified Party’s failure to comply with Section 5.1(b) or Section 5.6 of the Servicing Agreement.

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9. Continuing Effect.

Except as contemplated hereby, the Servicing Agreement and the Purchase Agreement 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.

11. Notices. Any notices or other communications permitted or required hereunder or under the Purchase Agreement or 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, Washington Mutual Bank, 0000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx, Xxxxxxx 00000, Attention: Vice President, Investor Reporting, Telephone: 000-000-0000, Facsimile: 000-000-0000, or such address as may hereafter be furnished by the Servicer; (ii) in the case of the Seller, Washington Mutual Bank, 0000 Xxxxxx Xxxxxx, XXX 1401, Xxxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel, Telephone: 000-000-0000, Facsimile: 000-000-0000, or such address as may hereafter be furnished by the Seller; (iii) in the case of the Assignee, U.S. Bank National Association, 000 Xxxx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Group (GSR 2007-3F), or such other address as may hereafter be furnished by the Assignee, (iv) in the case of the Assignor, GS Mortgage Securities Corp., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxx Xxxxxxxxx, Telecopier No.: (000) 000-0000, or such other address as may hereafter be furnished by the Assignor, and (v) in the case of the Master Servicer, Xxxxx Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland, Attention: Client Manager (GSR 2007-3F), (or in the case of overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 21045) or such other address as may hereafter be furnished by the Master Servicer.

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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 has the same meaning as in the Purchase Agreement and the Servicing Agreement.

14. Liability.

[Reserved.]

15. 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.

16. Third Party Beneficiary.

The Master Servicer shall be considered a Third-Party Beneficiary to this Assignment Agreement entitled to all rights and benefits hereof as if it were a direct party to this Assignment Agreement.

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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

	SELLER AND SERVICER: WASHINGTON MUTUAL BANK
	By:	/s/ Xxxxxx Xxxx
		Name: Xxxxxx Xxxx
		Title: Vice President

 Acknowledged by:

 MASTER SERVICER:

XXXXX FARGO BANK, N.A.

By:  /s/ Xxxxxx Xxxxxx

Name: Xxxxxx Xxxxxx
Title: Vice President

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

(Servicing Agreement)

2-1

EXHIBIT 3

(Purchase Agreement)

3-1

EXHIBIT 4

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 Officer Certificate

· 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.

· 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.

4-1

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 (  ).

4-2

EXHIBIT 5

Calculation of Realized Loss/Gain Form 332

XXXXX FARGO BANK, N.A.

CALCULATION OF REALIZED LOSS/GAIN

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		________________	(18a)
		HUD Part A
				________________	(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)

5-1

Escrow Disbursement Detail

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

5-2

EXHIBIT 6

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

6-1

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

6-2

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

6-3

EXHIBIT 7

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_EST_COMP_DATE		The Date The Loss Mitigation /Plan Is Scheduled To End/Close				MM/DD/YYYY
LOSS_MIT_ACT_COMP_DATE		The Date The Loss Mitigation Is Actually Completed				MM/DD/YYYY
FRCLSR_APPROVED_DATE		The date DA Admin sends a letter to the servicer with instructions to begin foreclosure proceedings.				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

7-1

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.
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 ($)

7-2

MOTION_FOR_RELIEF_DATE		The date the Motion for Relief was filed		10		MM/DD/YYYY
FRCLSR_BID_AMT		The foreclosure sale bid amount		11		No commas(,) or dollar signs ($)
FRCLSR_SALE_TYPE		The foreclosure sales results: REO, Third Party, Conveyance to HUD/VA
REO_PROCEEDS		The net proceeds from the sale of the REO property.				No commas(,) or dollar signs ($)
BPO_DATE		The date the BPO was done.
CURRENT_FICO		The current FICO score
HAZARD_CLAIM_FILED_DATE		The date the Hazard Claim was filed with the Hazard Insurance Company.		10		MM/DD/YYYY
HAZARD_CLAIM_AMT		The amount of the Hazard Insurance Claim filed.		11		No commas(,) or dollar signs ($)
HAZARD_CLAIM_PAID_DATE		The date the Hazard Insurance Company disbursed the claim payment.		10		MM/DD/YYYY
HAZARD_CLAIM_PAID_AMT		The amount the Hazard Insurance Company paid on the claim.		11		No commas(,) or dollar signs ($)
ACTION_CODE		Indicates loan status				Number
NOD_DATE						MM/DD/YYYY
NOI_DATE						MM/DD/YYYY
ACTUAL_PAYMENT_PLAN_START_DATE						MM/DD/YYYY
ACTUAL_PAYMENT_ PLAN_END_DATE
ACTUAL_REO_START_DATE						MM/DD/YYYY
REO_SALES_PRICE						Number
REALIZED_LOSS/GAIN		As defined in the Servicing Agreement				Number

7-3

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

7-4

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

7-5

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

7-6